Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 6-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Washington Prime Group Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 185,289,688 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1594686 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Unaudited_Consolidated_Balance
Unaudited Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS: | ||
Investment properties at cost | $8,378,533 | $5,292,665 |
Less: accumulated depreciation | 2,172,119 | 2,113,929 |
6,206,414 | 3,178,736 | |
Cash and cash equivalents | 255,616 | 108,768 |
Tenant receivables and accrued revenue, net | 72,256 | 69,616 |
Investment in unconsolidated entities, at equity | 15,949 | |
Deferred costs and other assets | 479,629 | 170,883 |
Total assets | 7,029,864 | 3,528,003 |
LIABILITIES: | ||
Mortgage notes payable | 2,757,416 | 1,435,114 |
Bonds payable | 249,930 | |
Unsecured term loan | 500,000 | 500,000 |
Revolving credit facility | 413,750 | 413,750 |
Bridge loan | 941,570 | |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 345,049 | 194,014 |
Distributions payable | 5,750 | |
Cash distributions and losses in partnerships and joint ventures, at equity | 15,344 | 15,298 |
Other liabilities | 14,653 | 11,786 |
Total liabilities | 5,360,962 | 2,569,962 |
Redeemable noncontrolling interests | 6,145 | |
Stockholders' Equity | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 185,204,391 and 155,162,597 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 19 | 16 |
Capital in excess of par value | 1,215,096 | 720,921 |
Retained earnings | 13,383 | 68,114 |
Accumulated other comprehensive loss | -340 | |
Total stockholders' equity | 1,430,734 | 789,051 |
Noncontrolling interests | 232,023 | 168,990 |
Total equity | 1,662,757 | 958,041 |
Total liabilities, redeemable noncontrolling interests and equity | 7,029,864 | 3,528,003 |
Series G Preferred Stock [Member] | ||
LIABILITIES: | ||
Series G Cumulative Redeemable Preferred Stock (called for redemption) | 117,500 | |
Series H Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Shares | 104,251 | |
Series I Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Shares | $98,325 |
Unaudited_Consolidated_Balance1
Unaudited Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 185,204,391 | 155,162,597 |
Common stock, outstanding | 185,204,391 | 155,162,597 |
Series H Preferred Stock [Member] | ||
Preferred Shares, par value (in Dollars per share) | $0.00 | |
Preferred Shares, shares issued | 4,000,000 | |
Preferred Shares, shares outstanding | 4,000,000 | |
Series I Preferred Stock [Member] | ||
Preferred Shares, par value (in Dollars per share) | $0.00 | |
Preferred Shares, shares issued | 3,800,000 | |
Preferred Shares, shares outstanding | 3,800,000 |
Unaudited_Consolidated_and_Com
Unaudited Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
REVENUE: | ||
Minimum rent | $162,704 | $106,637 |
Overage rent | 3,263 | 2,110 |
Tenant reimbursements | 69,227 | 47,168 |
Other income | 2,528 | 2,054 |
Total revenues | 237,722 | 157,969 |
EXPENSES: | ||
Property operating | 41,079 | 26,140 |
Depreciation and amortization | 92,184 | 45,968 |
Real estate taxes | 30,565 | 19,947 |
Repairs and maintenance | 9,488 | 7,150 |
Advertising and promotion | 2,687 | 1,952 |
Provision for credit losses | 698 | 786 |
General and administrative | 9,700 | 0 |
Merger and transaction costs | 20,810 | 0 |
Ground rent and other costs | 2,748 | 1,119 |
Total operating expenses | 209,959 | 103,062 |
OPERATING INCOME | 27,763 | 54,907 |
Interest expense | -37,122 | -13,917 |
Income and other taxes | -445 | -75 |
Income from unconsolidated entities | 216 | 345 |
Gain on sale of interest in property | 0 | 242 |
NET (LOSS) INCOME | -9,588 | 41,502 |
Net (loss) income attributable to noncontrolling interests | -2,296 | 7,110 |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | -7,292 | 34,392 |
Less: Preferred share dividends | -4,978 | 0 |
NET (LOSS) INCOME TO COMMON SHAREHOLDERS | -12,270 | 34,392 |
(LOSS) EARNINGS PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share) | ($0.07) | $0.22 |
COMPREHENSIVE (LOSS) INCOME: | ||
Net (loss) income | -9,588 | 41,502 |
Unrealized loss on interest rate derivative instruments | -404 | 0 |
Comprehensive (loss) income | -9,992 | 41,502 |
Comprehensive (loss) income attributable to noncontrolling interests | -2,360 | 7,110 |
Comprehensive (loss) income attributable to common shareholders | ($7,632) | $34,392 |
Unaudited_Consolidated_and_Com1
Unaudited Consolidated and Combined Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | ($9,588) | $41,502 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and stock compensation | 90,574 | 46,385 |
Gain on sale of interest in property | 0 | -242 |
Provision for credit losses | 698 | 786 |
Equity in income of unconsolidated entities | -216 | -345 |
Distributions of income from unconsolidated entities | 99 | 414 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | 10,924 | 4,591 |
Deferred costs and other assets | -5,628 | -4,088 |
Accounts payable, accrued expenses, deferred revenues and other liabilities | -35,089 | -21,691 |
Net cash provided by operating activities | 51,774 | 67,312 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | -956,602 | |
Cash expenditures, net | -34,882 | -24,742 |
Restricted cash reserves for future capital expenditures, net | 1,492 | |
Investments in unconsolidated entities | -356 | |
Distributions of capital from unconsolidated entities | 46 | 866 |
Net cash used in investing activities | -989,946 | -24,232 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to Simon Property Group, Inc., net | -393,221 | |
Distributions to noncontrolling interest holders in properties | -8 | |
Net proceeds from issuance of common shares, including common stock plans | 796 | |
Distributions on common shares/units | -52,807 | |
Proceeds from issuance of debt, net of transaction costs | 1,423,280 | 494,769 |
Repayments of debt | -286,241 | -141,185 |
Net cash provided by (used in) financing activities | 1,085,020 | -39,637 |
INCREASE IN CASH AND CASH EQUIVALENTS | 146,848 | 3,443 |
CASH AND CASH EQUIVALENTS, beginning of period | 108,768 | 25,857 |
CASH AND CASH EQUIVALENTS, end of period | $255,616 | $29,300 |
Unaudited_Consolidated_and_Com2
Unaudited Consolidated and Combined Statement of Equity (USD $) | Series G Preferred Stock [Member] | Series H Preferred Stock [Member] | Series I Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Parent [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interests [Member] | Total |
In Thousands | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Balance, December 31, 2014 at Dec. 31, 2014 | $16 | $720,921 | $68,114 | $789,051 | $168,990 | $958,041 | |||||
Issuance of shares and units in connection with the merger | 117,384 | 104,251 | 98,325 | 3 | 535,035 | 854,998 | 29,482 | 6,148 | 884,480 | ||
Exercise of stock options | 1,249 | 1,249 | 1,249 | ||||||||
Noncontrolling interest in property | -8 | -8 | |||||||||
Equity-based compensation | 2,316 | 2,316 | 2,316 | ||||||||
Adjustments to noncontrolling interests | -44,425 | -44,425 | 44,425 | ||||||||
Distributions on common shares/units ($0.25 per common share/unit) | -42,090 | -42,090 | -8,459 | -50,549 | |||||||
Distributions declared on preferred shares | -5,349 | -5,349 | -5,349 | ||||||||
Reclassification of preferred shares called for redemption | -117,384 | -117,384 | -117,384 | ||||||||
Other comprehensive loss | -340 | -340 | -64 | -404 | |||||||
Net loss, excluding $50 of distributions to preferred unit holders | -7,292 | -7,292 | -2,343 | -3 | -9,635 | ||||||
Balance, March 31, 2015 at Mar. 31, 2015 | $104,251 | $98,325 | $19 | $1,215,096 | $13,383 | ($340) | $1,430,734 | $232,023 | $6,145 | $1,662,757 |
Unaudited_Consolidated_and_Com3
Unaudited Consolidated and Combined Statement of Equity (Parentheticals) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 |
Distributions on common shares/units | $0.25 |
Distributions to preferred unit holders | $50 |
Note_1_Organization
Note 1 - Organization | 3 Months Ended | |
Mar. 31, 2015 | ||
Disclosure Text Block [Abstract] | ||
Nature of Operations [Text Block] | ||
1 | Organization | |
Washington Prime Group Inc. (“WPG” or the “Company”) is an Indiana corporation that operates as a self‑administered and self‑managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income and satisfy certain other requirements. Washington Prime Group, L.P. (“WPG L.P.”) is our majority‑owned partnership subsidiary that owns, through its affiliates, all of our real estate properties and other assets. WPG owns, develops and manages retail real estate properties. As of March 31, 2015, our assets consisted of interests in 121 shopping centers in the United States, consisting of strip centers and malls. | ||
WPG was created to hold the strip center business and smaller enclosed malls of Simon Property Group, Inc. (“SPG”) and its subsidiaries. On May 28, 2014, WPG separated from SPG through the distribution of 100% of the outstanding shares of WPG to the SPG shareholders in a tax‑free distribution. Prior to the separation, WPG was a wholly owned subsidiary of SPG. As described in Note 2 - "Basis of Presentation and Principles of Consolidation and Combination," WPG’s results prior to the separation are presented herein on a carve-out basis. Prior to or concurrent with the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in 98 properties (“SPG Businesses”) and distribute such interests to WPG and its operating partnership, WPG L.P. Pursuant to the separation agreement, on May 28, 2014, SPG distributed 100% of the common shares of WPG on a pro rata basis to SPG’s shareholders as of the May 16, 2014 record date. | ||
Unless the context otherwise requires, references to “we”, “us” and “our” refer to WPG, WPG L.P. and entities in which WPG (or an affiliate) has a material ownership or financial interest, on a consolidated basis, after giving effect to the transfer of assets and liabilities from SPG as well as to the SPG Businesses prior to the date of the completion of the separation. Before the completion of the separation, SPG Businesses were operated as subsidiaries of SPG, which operates as a REIT. | ||
At the time of the separation and distribution, WPG owned a percentage of the outstanding units of partnership interest, or units, of WPG L.P. that was approximately equal to the percentage of outstanding units of partnership interest that SPG owned of Simon Property Group, L.P. (“SPG L.P.”), with the remaining units of WPG L.P. being owned by the limited partners who were also limited partners of SPG L.P. as of the May 16, 2014 record date. The units in WPG L.P. are convertible by their holders for WPG common shares on a one‑for‑one basis or, at WPG’s option, into cash. | ||
Before the separation, we had not conducted any business as a separate company and had no material assets or liabilities. The operations of the business transferred to us by SPG on the separation date are presented as if the transferred business was our business for all historical periods described and at the carrying value of such assets and liabilities reflected in SPG’s books and records. Additionally, the financial statements reflect the common shares and units outstanding at the separation date as outstanding for all periods prior to the separation. | ||
Prior to the separation, WPG entered into agreements with SPG under which SPG provides various services to us, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services are based on an hourly or per transaction fee arrangement and pass‑through of out‑of‑pocket costs (see Note 9 - "Related Party Transactions"). | ||
At the time of the separation, our assets consisted of interests in 98 shopping centers. In addition to the above properties, the combined historical financial statements include an interest in one shopping center held within a joint venture portfolio of properties which was sold on February 28, 2014. | ||
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants’ sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable expenditures such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures. | ||
We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline tenant spaces, re‑developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re‑merchandising and/or changes to the retail use of the space. | ||
Merger with Glimcher Realty Trust | ||
On January 15, 2015, the Company acquired Glimcher Realty Trust (“Glimcher”), pursuant to a definitive agreement and plan of merger with Glimcher and certain affiliated parties of each dated September 16, 2014, (the “Merger Agreement”), in a stock and cash transaction valued at approximately $4.2 billion, including the assumption of debt (the “Merger”). Prior to the Merger, Glimcher was a Maryland REIT engaged in the ownership, management, acquisition and development of retail properties, including mixed‑use, open‑air and enclosed regional malls as well as outlet centers. As of December 31, 2014, Glimcher owned material interests in and managed 25 properties with total gross leasable area of approximately 17.2 million square feet, including the two properties sold to SPG concurrent with the Merger as noted below. Prior to the Merger, Glimcher’s common shares were listed on the NYSE under the symbol “GRT.” | ||
In the Merger, Glimcher common shareholders received, for each Glimcher common share, $14.02 consisting of $10.40 in cash and 0.1989 of a share of the Company’s common stock valued at $3.62 per Glimcher common share, based on the closing price of the Company’s common stock on the Merger closing date. Approximately 29.9 million shares of WPG common stock were issued to Glimcher shareholders in the Merger as noted below. Additionally included in consideration were operating partnership units and preferred stock as noted below. In connection with the closing of the Merger, an indirect subsidiary of WPG was merged into Glimcher’s operating partnership. In the Merger, we acquired 23 shopping centers comprised of approximately 15.8 million square feet of gross leasable area and assumed additional mortgages on 16 properties with a fair value of approximately $1.4 billion. The combined company, to be renamed WP Glimcher Inc. (pending shareholder approval), is comprised of approximately 68 million square feet of gross leasable area (compared to approximately 53 million square feet for the Company as of December 31, 2014) and has a combined portfolio of 121 properties as of March 31, 2015. | ||
In the Merger, the preferred stock of Glimcher was converted into preferred stock of WPG and each outstanding unit of Glimcher’s operating partnership was converted into 0.7431 of a unit of WPG LP. Further, each outstanding stock option in respect of Glimcher common stock was converted into a WPG option, and certain other Glimcher equity awards were assumed by WPG and converted into equity awards in respect of WPG common shares. | ||
Concurrent with the closing of the Merger, Glimcher completed a transaction with SPG under which affiliates of SPG acquired Jersey Gardens in Elizabeth, New Jersey, and University Park Village in Fort Worth, Texas, properties previously owned by affiliates of Glimcher, for an aggregate purchase price of $1.09 billion, including SPG’s assumption of approximately $405.0 million of associated mortgage indebtedness (the “Property Sale”). | ||
The cash portion of the Merger consideration was funded by the Property Sale and draws under the Bridge Loan (see Note 5 - "Indebtedness"). During the three months ended March 31, 2015, the Company incurred $20.8 million of costs in connection with the closing of the Merger, which are included in merger and transaction costs in the consolidated and combined statements of operations and comprehensive (loss) income. Additionally, during the year ended December 31, 2014, the Company incurred $8.8 million of costs related to the Merger. | ||
See “Litigation” section of Note 8 - "Commitments and Contingencies" for a discussion of Merger‑related litigation. | ||
Note_2_Basis_of_Presentation_a
Note 2 - Basis of Presentation and Principles of Consolidation and Combination | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 2. Basis of Presentation and Principles of Consolidation and Combination |
The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheet as of March 31, 2015 includes the accounts of the Company and WPG L.P., as well as their wholly owned subsidiaries. The accompanying consolidated and combined statements of operations include the consolidated accounts of the Company and the combined accounts of SPG Businesses. All intercompany transactions have been eliminated in consolidation and combination. Due to the seasonal nature of certain operational activities, the results for the interim period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year. | |
These consolidated and combined financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated and combined financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated and combined unaudited financial statements should be read in conjunction with the audited consolidated and combined financial statements and related notes included in the Company's 2014 Annual Report on Form 10-K. | |
Accounting for the Separation | |
The results presented for the period ended March 31, 2014 reflect the aggregate operations and changes in cash flows of the SPG Businesses on a carve-out basis. The accompanying financial statements for the periods prior to the separation are prepared on a carve-out basis from the consolidated financial statements of SPG using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from SPG. The financial statements were presented on a combined basis prior to the separation as the ownership interests in the SPG Businesses were under common control and ownership of SPG. | |
For accounting and reporting purposes, the historical financial statements of WPG have been restated to include the operating results of the SPG Businesses as if the SPG Businesses had been a part of WPG for all periods presented. The historical financial statements and supplemental schedule of the SPG Businesses have been renamed as WPG. Equity and income have been adjusted retroactively to reflect WPG's ownership interest and the noncontrolling interest holders' interest in the SPG Businesses as of the separation date as if such interests were held for all periods presented in the financial statements. WPG's earnings per common share have been presented for all historical periods as if the number of common shares and units issued in connection with the separation were outstanding during each of the periods presented. | |
For periods presented prior to the separation, our historical combined financial results reflect charges for certain SPG corporate costs and we believe such charges are reasonable; however, such results do not necessarily reflect what our expenses would have been had we been operating as a separate stand-alone public company. These charges are further discussed in Note 9 - "Related Party Transactions". Costs of the services that were charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us. The historical combined financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone public company during the periods presented prior to the separation or of our future performance as an independent, stand-alone company. For joint venture or mortgaged properties, SPG has a standard management agreement for management, leasing and development activities provided to the properties. Management fees were based upon a percentage of revenues. For any wholly owned property that does not have a management agreement, SPG allocated the proportion of the underlying costs of management, leasing and development, in a manner that is materially consistent with the percentage of revenue-based management fees and/or upon the actual volume of leasing and development activity occurring at the property. | |
General | |
These consolidated and combined financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner, and the inability of any other partner or owner to replace us. | |
We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2015 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. In connection with the Merger, the Company acquired an interest in a VIE in which we are deemed to be the primary beneficiary. Accordingly, we have consolidated the VIE, which consists solely of undeveloped land. During 2015, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide. | |
Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated and combined balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has committed to or intends to fund the venture. | |
As of March 31, 2015, our assets consisted of interests in 121 shopping centers. The consolidated and combined financial statements as of that date reflect the consolidation of 113 wholly owned properties and seven additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the one remaining property, or the joint venture property, using the equity method of accounting, as we have determined that we have significant influence over its operations. We manage the day-to-day operations of the joint venture property, but have determined that our partner has substantive participating rights with respect to the assets and operations of this joint venture property. | |
We allocate net operating results of WPG L.P. to third parties and to us based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in WPG L.P. was 84.0% and 83.1% for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and December 31, 2014, our ownership interest in WPG L.P. was 84.2% and 82.4%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P. | |
Note_3_Summary_of_Significant_
Note 3 - Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | ||
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our tenant receivables. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. | ||
Investment Properties | ||
We record investment properties at fair value when acquired. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally five to 40 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over three to ten years. | ||
We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy or declines in tenant sales. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to expense the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. | ||
Investments in Unconsolidated Entities | ||
Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held unconsolidated joint venture ownership interests in one property as of March 31, 2015 and December 31, 2014. Additionally, in connection with the Merger, we acquired joint venture interests in two entities, one in the development stage and the other with retail operations. | ||
Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner. | ||
Fair Value Measurements | ||
The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification Topic 820 - “Fair Value Measurements and Disclosure” (“Topic 820”). Topic 820 guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows: | ||
• | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. | |
• | Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals. | |
• | Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity. | |
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | ||
Note 5 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 2 inputs. Note 4 - "Real Estate Acquisitions and Dispositions" includes a discussion of the fair values recorded in purchase accounting, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting analyses include our estimations of net operating results of the property, capitalization rates and discount rates. | ||
The Company has derivatives that must be measured under the fair value standard (see Note 6 - "Derivative Financial Instruments"). The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis. | ||
Purchase Accounting Allocation | ||
We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate: | ||
• | the fair value of land and related improvements and buildings on an as-if-vacant basis, | |
• | the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues, | |
• | the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and | |
• | the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant. | |
Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles. | ||
Use of Estimates | ||
We prepared the accompanying consolidated and combined financial statements in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates. | ||
Segment Disclosure | ||
Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including malls and strip centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. | ||
New Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating our method of adopting and the impact, if any, the adoption of this standard will have on our consolidated financial statements. | ||
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This standard changes the way reporting enterprises must evaluate the consolidation of limited partnerships, variable interests and similar entities. It is effective for the first annual reporting period beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. | ||
In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We expect this new guidance will reduce total assets and total long-term debt on its consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this update to have any other effect on our consolidated financial statements. | ||
Note_4_Real_Estate_Acquisition
Note 4 - Real Estate Acquisitions and Dispositions | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Disclosure Text Block Supplement [Abstract] | ||||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 4. Real Estate Acquisitions and Dispositions | |||||||||
On January 15, 2015, we acquired 23 properties in the Merger (see Note 1 - "Organization"). We reflected the assets and liabilities of the properties acquired in the Merger at the estimated fair value on the January 15, 2015 acquisition date. The following table summarizes the purchase price allocation for the acquisition, which is preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition: | ||||||||||
Investment properties | $ | 3,054,194 | ||||||||
Cash and cash equivalents (1) | 553,835 | |||||||||
Tenant accounts receivable | 14,263 | |||||||||
Investment in and advances to unconsolidated real estate entities | 15,803 | |||||||||
Deferred costs and other assets (including intangibles) | 316,436 | |||||||||
Accounts payable, accrued expenses, intangibles, and deferred revenue | (196,847 | ) | ||||||||
Distributions payable | (2,658 | ) | ||||||||
Redeemable noncontrolling interests | (6,148 | ) | ||||||||
Total assets acquired and liabilities assumed | 3,748,878 | |||||||||
Fair value of mortgage notes payable assumed | (1,358,184 | ) | ||||||||
Net assets acquired | 2,390,694 | |||||||||
Less: Common shares issued | (535,490 | ) | ||||||||
Less: Preferred shares issued | (319,960 | ) | ||||||||
Less: Operating partnership units issued | (29,482 | ) | ||||||||
Less: Cash and cash equivalents acquired | (553,835 | ) | ||||||||
Net cash paid for acquisition | $ | 951,927 | ||||||||
-1 | Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility. | |||||||||
Total revenues and net loss (excluding transaction costs and costs of corporate borrowing) from the properties acquired in the Merger from the date of the Merger of $68.8 million and $10.3 million, respectively, are included in the accompanying consolidated and combined statements of operations and comprehensive (loss) income for the three months ended March 31, 2015. | ||||||||||
On January 13, 2015, we acquired Canyon View Marketplace, a shopping center located in Grand Junction, Colorado, for $10.0 million including the assumption of an existing mortgage with a principal balance of $5.5 million. The source of funding for the acquisition was cash on hand. | ||||||||||
During 2014, we acquired our partners' interests in the following properties, which were previously accounted for under the equity method, but are now consolidated as they are either wholly or majority owned and controlled post-acquisition: | ||||||||||
Shopping Center Name | Acquisition Date | Location | Percent Acquired | Purchase Price | Gain | |||||
(In Millions) | (In Millions) | |||||||||
Whitehall Mall | 1-Dec-14 | Whitehall, PA | 50% | $ | 14.9 | $ | 10.5 | |||
Clay Terrace | 20-Jun-14 | Carmel, IN | 50% | $ | 22.9 | $ | 46.6 | |||
Seven Open-Air Shopping Centers | 18-Jun-14 | Various | Various | $ | 162 | $ | 42.3 | |||
We reflected the assets and liabilities of the above 2014 acquisition properties at the estimated fair value on the respective acquisition dates. The purchase price allocations as of March 31, 2015 include no material changes from the amounts disclosed as of December 31, 2014 in the Company's 2014 Annual Report on Form 10-K; however, they remain preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition, though we do not anticipate any material changes. The consolidation of the previously unconsolidated properties resulted in the remeasurement of our previously held interests to fair value and corresponding non-cash gains noted above. | ||||||||||
On February 28, 2014, SPG disposed of its interest in one unconsolidated shopping center and recorded a gain of approximately $0.2 million, which is included in gain on sale of interest in property in the consolidated and combined statements of operations and comprehensive (loss) income. | ||||||||||
Condensed Pro Forma Financial Information (Unaudited) | ||||||||||
The results of operations of acquired properties are included in the consolidated and combined statements of operations beginning on their respective acquisition dates. The following unaudited condensed pro forma financial information is presented as if the Merger and the Property Sale described in Note 1 - "Organization", which were completed on January 15, 2015, had been consummated on January 1, 2014. The unaudited condensed pro forma financial information assumes the 2014 acquisitions listed above also occurred as of January 1, 2014. Additionally, an adjustment has been made to reflect the redemption of all of the outstanding Series G Preferred Shares, which was completed on April 15, 2015 (see Note 8 - "Equity"), as of January 1, 2014. Finally, the January 13, 2015 acquisition of Canyon View Marketplace has been excluded from this analysis since it would not have a significant impact. The unaudited condensed pro forma financial information is for comparative purposes only and not necessarily indicative of what actual results of operations of the Company would have been had the Merger and other transactions noted above been consummated on January 1, 2014, nor does it purport to represent the results of operations for future periods. | ||||||||||
The unaudited condensed pro forma financial information for the three months ended March 31, 2015 and 2014 is as follows: | ||||||||||
Three Months Ended March 31, | ||||||||||
2015 | 2014 | |||||||||
Total revenues | $ | 249,820 | $ | 251,171 | ||||||
Net income from continuing operations | $ | 6,339 | $ | 15,537 | ||||||
Net income from continuing operations attributable to common stockholders | $ | 2,377 | $ | 9,932 | ||||||
Earnings per common share-basic and diluted | $ | 0.01 | $ | 0.06 | ||||||
Weighted average shares outstanding-basic | 179,575 | 155,163 | ||||||||
Weighted average shares outstanding-diluted | 213,975 | 186,738 | ||||||||
Note_5_Indebtedness
Note 5 - Indebtedness | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | |||||||||
5 | Indebtedness | ||||||||
Mortgage Debt | |||||||||
Total mortgage indebtedness at March 31, 2015 and December 31, 2014 was as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Face amount of mortgage loans | $ | 2,708,977 | $ | 1,431,516 | |||||
Fair value adjustments, net | 48,439 | 3,598 | |||||||
Carrying value of mortgage loans | $ | 2,757,416 | $ | 1,435,114 | |||||
A roll forward of mortgage indebtedness from December 31, 2014 to March 31, 2015 is summarized as follows: | |||||||||
Balance, December 31, 2014 | $ | 1,435,114 | |||||||
Debt assumptions at fair value | 1,364,503 | ||||||||
Repayment of debt | (32,700 | ) | |||||||
Debt amortization payments | (5,066 | ) | |||||||
Amortization of fair value adjustments | (4,435 | ) | |||||||
Balance, March 31, 2015 | $ | 2,757,416 | |||||||
On January 13, 2015, resulting from our acquisition of Canyon View Marketplace (see Note 4 - "Real Estate Acquisitions and Dispositions"), we assumed an additional mortgage with a fair value of $6.4 million. | |||||||||
On January 15, 2015, resulting from the Merger (see Note 1 - "Organization"), we assumed additional mortgages with a fair value of approximately $1.4 billion on 14 properties. | |||||||||
On March 27, 2015, the Company repaid the $18.8 million mortgage on West Town Corners and the $13.9 million mortgage on Gaitway Plaza with cash on hand. | |||||||||
Unsecured Debt | |||||||||
The Facility | |||||||||
On May 15, 2014, we closed on a senior unsecured revolving credit facility, or Revolver, and a senior unsecured term loan, or Term Loan (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900 million, bears interest at one-month LIBOR plus 1.05%, and will initially mature on May 30, 2018, subject to two, 6-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500 million, bears interest at one-month LIBOR plus 1.15%, and will initially mature on May 30, 2016, subject to three, 12-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. | |||||||||
At March 31, 2015, borrowings under the Facility consisted of $413.8 million outstanding under the Revolver and $500.0 million outstanding under the Term Loan. On March 31, 2015, we had an aggregate available borrowing capacity of $483.1 million under the Facility, net of $3.1 million reserved for outstanding letters of credit. At March 31, 2015, the applicable interest rate on the Revolver was one-month LIBOR plus 1.05%, or 1.23%, and the applicable interest rate on the Term Loan was one-month LIBOR plus 1.15%, or 1.33%. | |||||||||
Bridge Loan | |||||||||
On September 16, 2014, in connection with the execution of the Merger Agreement, WPG entered into a debt commitment letter, which was amended and restated on September 23, 2014 pursuant to which parties agreed to provide up to $1.25 billion in a senior unsecured bridge loan facility (the “Bridge Loan”). | |||||||||
On January 15, 2015, the Company borrowed $1.19 billion under the Bridge Loan in connection with the closing of the Merger. On March 24, 2015, the Company repaid $248.4 million of the outstanding borrowings using proceeds from the issuance of the Bonds Payable (see below). As of March 31, 2015, the outstanding balance under the Bridge Loan was $941.6 million and the applicable interest rate was three-month LIBOR plus 1.15%, or 1.43%. | |||||||||
The Bridge Loan matures on January 14, 2016, the date that is 364 days following the closing date of the Merger. The interest rate payable on amounts outstanding under the Bridge Loan is equal to three‑month LIBOR plus an applicable margin based on WPG’s credit rating, and such interest rate increases on the 180th and 270th days following the consummation of the Merger. In addition, an increasing duration fee will be payable on the 180th and 270th days following the consummation of the Merger on the outstanding principal amount, if any, under the Bridge Loan. The Bridge Loan will not amortize and any amounts outstanding will be repaid in full on the maturity date. The Bridge Loan contains events of default, representations and warranties and covenants that are substantially identical to those contained in WPG’s existing credit agreement (subject to certain exceptions set forth in the debt commitment letter). | |||||||||
The Company incurred $10.4 million of Bridge Loan commitment, structuring and funding fees (including $3.8 million incurred during 2014), which are included in deferred costs and other assets as of March 31, 2015 in the accompanying consolidated balance sheets. Accordingly, the Company is recording $10.4 million of related loan cost amortization in 2015. Upon the partial repayment of the Bridge Loan, the Company accelerated amortization on the pro-rata portion of the deferred loan costs in the amount of $1.8 million, resulting in total amortization of $4.1 million included in interest expense in the accompanying consolidated and combined statements of operations and comprehensive (loss) income for the three months ended March 31, 2015. | |||||||||
Bonds Payable | |||||||||
On March 24, 2015, WPG L.P. closed on the private placement of $250 million of 3.850% senior unsecured notes (the "Bonds Payable") at a 0.028% discount due April 1, 2020. WPG L.P. received net proceeds from the offering of $248.4 million, which it used to repay a portion of outstanding borrowings under the Bridge Loan. The Bonds Payable contain certain customary covenants and events of default which, if any such event of default occurs, would permit or require the principal, premium, if any, and accrued and unpaid interest on all of the then-outstanding Bonds Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods). | |||||||||
Covenants | |||||||||
Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of March 31, 2015, management believes the Company is in compliance with all covenants of its unsecured debt. | |||||||||
At March 31, 2015, certain of our consolidated subsidiaries were the borrowers under 42 non-recourse mortgage loans secured by mortgages encumbering 46 properties, including five separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 12 properties. The total balance of mortgages was approximately $2.8 billion as of March 31, 2015. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At March 31, 2015, management believes the applicable borrowers under these non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. | |||||||||
Fair Value of Debt | |||||||||
The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages using cash flows discounted at current borrowing rates. The book value of our fixed-rate mortgages was $2.4 billion and $1.4 billion as of March 31, 2015 and December 31, 2014, respectively. The fair values of these financial instruments and the related discount rate assumptions as of March 31, 2015 and December 31, 2014 are summarized as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Fair value of fixed-rate mortgages | $2,501,423 | $1,503,944 | |||||||
Weighted average discount rates assumed in calculation | 3.23 | % | 3.36 | % | |||||
of fair value for fixed-rate mortgages | |||||||||
Note_6_Derivative_Financial_In
Note 6 - Derivative Financial Instruments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | |||||||||||||||||
6 | Derivative Financial Instruments | ||||||||||||||||
Risk Management Objective of Using Derivatives | |||||||||||||||||
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings. | |||||||||||||||||
Cash Flow Hedges of Interest Rate Risk | |||||||||||||||||
The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date. | |||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive loss ("AOCL") during the term of the hedged debt transaction. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company had no hedge ineffectiveness in earnings during the three months ended March 31, 2015 and 2014. | |||||||||||||||||
Amounts reported in AOCL relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCL are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $62 will be reclassified as a decrease to interest expense. | |||||||||||||||||
During the three months ended March 31, 2015, the Company entered into two five-year forward starting swaps and two ten-year forward starting swaps. The two five-year swaps were terminated upon the private placement of the Bonds Payable during the quarter. As of March 31, 2015, the Company had two outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $150,000. | |||||||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheet as of March 31, 2015: | |||||||||||||||||
Liability Derivatives | |||||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Balance Sheet | Fair | ||||||||||||||||
Location | Value | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Interest rate products | Accounts payable, accrued expenses, intangibles and deferred revenues | $ | 998 | ||||||||||||||
The derivative instruments were reported at their fair value of $998 in accounts payable, accrued expenses, intangibles, and deferred revenues at March 31, 2015 with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). There were no outstanding derivatives as of December 31, 2014. Over time, the unrealized gains and losses held in AOCL will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings. | |||||||||||||||||
During the three months ended March 31, 2015, the Company recognized OCI of $593 which will be amortized into expense over the term of the Bonds Payable and OCL of $1.0 million related to the two remaining ten-year swaps to adjust the carrying amount of the interest rate swaps to their fair values at March 31, 2015. There was no derivative activity during 2014. | |||||||||||||||||
The table below presents the effect of the Company's derivative financial instruments on the consolidated and combined statements of operations and comprehensive (loss) income for the three months ended March 31, 2015: | |||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion) | Location of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion) | Amount of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion) | Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||||||
March 31, | March 31, | March 31, | |||||||||||||||
2015 | 2015 | 2015 | |||||||||||||||
Interest rate products | $ | (407 | ) | Interest expense | $ | (3 | ) | Interest expense | $ | — | |||||||
Non-designated Hedges | |||||||||||||||||
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of March 31, 2015, the Company has three interest rate derivatives with a combined notional amount of $227,500 that are not designated as cash flow hedges. These non-designated hedges consist of two interest rate caps and one interest rate swap that were assumed in the Merger. Changes in the fair value for derivatives not designated in hedging relationships were recorded as a net decrease to interest expense of $123 for the three months ended March 31, 2015. | |||||||||||||||||
Credit Risk-related Contingent Features | |||||||||||||||||
The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations. | |||||||||||||||||
The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement. | |||||||||||||||||
As of March 31, 2015, the fair value of derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $1,079. As of March 31, 2015, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions. If the Company had breached any of these provisions at March 31, 2015, it would have been required to settle its obligations under the agreements at their termination value of $1,079. | |||||||||||||||||
Fair Value Considerations | |||||||||||||||||
Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy. | |||||||||||||||||
To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. | |||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. | |||||||||||||||||
The Company values its derivative instruments on a recurring basis, net using significant other observable inputs (Level 2). | |||||||||||||||||
The table below presents the Company’s liabilities measured at fair value as of March 31, 2015 aggregated by the level in the fair value hierarchy within which those measurements fall: | |||||||||||||||||
Quoted Prices in Active Markets for Identical Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | Balance at March 31, | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2015 | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative instruments, net | $ | — | $ | 998 | $ | — | $ | 998 | |||||||||
Note_7_Equity
Note 7 - Equity | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity Note [Abstract] | |||||
Stockholders' Equity Note Disclosure [Text Block] | |||||
7 | Equity | ||||
The Separation | |||||
Prior to the May 28, 2014 separation, the financial statements were carved-out from SPG's books and records; thus, pre-separation ownership was solely that of SPG and noncontrolling interests based on their respective ownership interest in SPG L.P. on the date of separation (see Note 1 - "Organization" and Note 2 - "Basis of Presentation and Principles of Consolidation and Combination" for more information). Upon becoming a separate company on May 28, 2014, WPG's ownership is now classified under the typical stockholders' equity classifications of common stock, capital in excess of par value and retained earnings. Related to the separation, 155,162,597 shares of WPG common stock and 31,575,487 units of WPG L.P.'s limited partnership interest were issued to shareholders of SPG and unit holders of SPG L.P., respectively. | |||||
The Merger | |||||
Related to the Merger completed on January 15, 2015, the Company issued 29,942,877 common shares, 4,700,000 shares of 8.125% Series G Cumulative Redeemable Preferred Stock (the "Series G Preferred Shares"), 4,000,000 shares of 7.5% Series H Cumulative Redeemable Preferred Stock, 3,800,000 shares of 6.875% Series I Cumulative Redeemable Preferred Stock, 1,621,695 common units of WPG L.P.’s limited partnership interest, and 130,592 WPG LP Series I‑1 Preferred Units. The preferred shares and units were issued as consideration for similarly-named preferred interests of Glimcher that were outstanding at the Merger date. | |||||
On April 15, 2015, the Company redeemed all of the 4,700,000 issued and outstanding Series G Preferred Shares. Since notification of redemption had been given to the shareholders prior to March 31, 2015, the Series G Preferred Shares are classified in the accompanying consolidated and combined balance sheets as a liability at the redemption price, which approximates the fair value at which these preferred interests were recorded upon issuance at the Merger date. The Series G Preferred Shares were redeemed at a redemption price of $25.00 per share, plus accumulated and unpaid distributions up to, but excluding, the redemption date, in an amount equal to $0.5868 per share, for a total payment of $25.5868 per share. This redemption amount includes the first quarter dividend of $0.5078 per share that was declared on February 24, 2015 to holders of record of such Series G Preferred Shares on March 31, 2015. Because the redemption of the Series G Preferred Shares was a redemption in full, trading of the Series G Preferred Shares on the NYSE ceased after the redemption date. The aggregate amount paid to effect the redemptions of the Series G Preferred Shares was approximately $120.3 million, which was funded with cash on hand. | |||||
Exchange Rights | |||||
Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have the right to exchange all or any portion of their units for shares of common stock on a one‑for‑one basis or cash, as determined by the Company. Therefore, the common units are considered share equivalents and classified as noncontrolling interests within permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of our common stock at that time. At March 31, 2015, we had reserved 34,855,854 shares of common stock for possible issuance upon the exchange of units. | |||||
The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by the Company subject to the satisfaction of certain conditions. Therefore, the preferred units are classified as redeemable noncontrolling interests outside of permanent equity. | |||||
Stock Based Compensation | |||||
On May 28, 2014, the Company's Board of Directors adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or an affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards in WPG, or long term incentive plan ("LTIP") units or performance units in WPG, L.P. The Plan terminates on May 28, 2024. | |||||
Long Term Incentive Awards | |||||
Time Vested LTIP Awards | |||||
During the three months ended March 31, 2015, the Company awarded 203,215 time-vested LTIP Units ("Inducement LTIP Units") to certain executive officers and employees of the Company under the Plan, pursuant to LTIP Unit Award Agreements between the Company and each of the grant recipients. These awards will vest and the related fair value will be expensed over a four-year vesting period. | |||||
Performance Based Awards | |||||
During the three months ended March 31, 2015, the Company authorized the award of LTIP units subject to certain performance conditions ("Performance LTIP Units") to certain executive officers and employees of the Company in the maximum total amount of 304,818 units, to be earned and related fair value expensed over the applicable performance periods. | |||||
Annual LTIP Unit Awards | |||||
On March 27, 2015, the Company approved the performance criteria and maximum dollar amount of the 2015 annual LTIP unit awards, ranging from 30%-300% of annual base salary, for certain executive officers and employees of the Company. Any 2015 annual LTIP unit awards earned will be granted in 2016 and vest one-third on each of January 1, 2017, 2018 and 2019. | |||||
WPG Restricted Share Awards | |||||
As part of the Merger, unvested restricted shares held by certain Glimcher executive employees, which had an original vesting period of five years, were converted into 1,039,785 WPG restricted shares (the “WPG Restricted Shares”). The WPG Restricted Shares will be amortized over the remaining life of the applicable vesting period, except for the portion of the awards applicable to pre-Merger service, which was included as equity consideration issued in the Merger. | |||||
LTIP/WPG Restricted Share Award Related Compensation Expense | |||||
The Company recorded compensation expense related to all LTIP and WPG Restricted Units of approximately $2.3 million for the three months ended March 31, 2015, which expense is included in general and administrative expense in the accompanying consolidated and combined statements of operations and comprehensive (loss) income. | |||||
Stock Options | |||||
As part of the Merger, outstanding stock options held by certain former Glimcher employees were converted into 1,125,014 WPG stock options. During the three months ended March 31, 2015, employees exercised 98,900 stock options and 146,621 stock options were canceled, forfeited or expired. As of March 31, 2015, there were 879,493 stock options outstanding. | |||||
Dividends | |||||
On January 22, 2015, the Company paid a cash dividend of $0.14 per common share/unit for the period from November 26, 2014 through January 14, 2015. On December 24, 2014, the Company’s Board of Directors had declared the dividend, which was contingent on the closing of the Merger, to shareholders and unitholders of record on January 14, 2015. The dividend represents the first quarter 2015 regular quarterly dividend prorated for the dividend period prior to the Merger. | |||||
On February 24, 2015, the Company’s Board of Directors declared the following cash dividends: | |||||
Security Type | Dividend per Share/Unit | For the | Record Date | Payable Date | |
Quarter Ended | |||||
Common Shares/Units (1) | $0.11 | March 31, 2015 | March 6, 2015 | March 16, 2015 | |
Series G Preferred Shares (2) | $0.51 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series H Preferred Shares (2) | $0.47 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series I Preferred Shares (2) | $0.43 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series I‑1 Preferred Units (2) | $0.46 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
-1 | Represents a prorated dividend for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub dividend paid on January 22, 2015. | ||||
-2 | Amounts total $5.8 million and are recorded as distributions payable in the accompanying consolidated balance sheets as of March 31, 2015. | ||||
Note_8_Commitments_and_Conting
Note 8 - Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | 8. Commitments and Contingencies | ||||
Litigation | |||||
We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. | |||||
Two shareholder lawsuits challenging the Merger‑related transactions have been filed in Maryland state court, respectively captioned Zucker v. Glimcher Realty Trust et al., 24‑C‑14‑005675 (Circ. Ct. Baltimore City), filed on October 2, 2014, and Motsch v. Glimcher Realty Trust et al., 24‑C‑14‑006011 (Circ. Ct. Baltimore City), filed on October 23, 2014. The actions were consolidated, and on November 12, 2014 plaintiffs filed a consolidated shareholder class action and derivative complaint, captioned In re Glimcher Realty Trust Shareholder Litigation, 24‑C‑14‑005675 (Circ. Ct. Baltimore City) (the “Consolidated Action”). The Consolidated Action names as defendants the trustees of Glimcher, and alleges these defendants breached fiduciary duties. Specifically, plaintiffs in the Consolidated Action allege that the trustees of Glimcher agreed to sell Glimcher for inadequate consideration and agreed to improper deal protection provisions that precluded other bidders from making successful offers. Plaintiffs further allege that the sales process was flawed and conflicted in several respects, including the allegation that the trustees failed to canvas the market for potential buyers, failed to secure a “go‑shop” provision in the merger agreement allowing Glimcher to seek alternative bids after signing the merger agreement, and were improperly influenced by WPG’s early suggestion that the surviving entity would remain headquartered in Ohio and would retain a significant portion of Glimcher management, including the retention of Michael Glimcher as CEO of the surviving entity and positions for Michael Glimcher and another trustee of Glimcher on the board of the surviving entity. Plaintiffs in the Consolidated Action additionally allege that the Preliminary Registration Statement filed with the SEC on October 28, 2014, failed to disclose material information concerning, among other things, (i) the process leading up to the consummation of the Merger Agreement; (ii) the financial analyses performed by Glimcher’s financial advisors; and (iii) certain financial projections prepared by Glimcher and WPG management allegedly relied on by Glimcher's financial advisors. The Consolidated Action also names as defendants Glimcher, WPG and certain of their affiliates, and alleges that these defendants aided and abetted the purported breaches of fiduciary duty. Plaintiffs seek, among other things, an order enjoining or rescinding the transaction, damages, and an award of attorney’s fees and costs. | |||||
On December 22, 2014, defendants, including the Company, in the Consolidated Action, by and through counsel, entered into a memorandum of understanding (the “MOU”) with plaintiffs in the Consolidated Action providing for the settlement of the Consolidated Action. Under the terms of the MOU, and to avoid the burden and expense of further litigation, the Company and Glimcher agreed to make certain supplemental disclosures related to the then-proposed Merger, all of which were set forth in a Current Report on Form 8‑K filed by Glimcher with the Securities and Exchange Commission (the “SEC”) on December 23, 2014. On January 12, 2015, at the Special Meeting of Glimcher shareholders, the shareholders voted to approve the transaction, and on January 15, 2015 the transaction closed. | |||||
The MOU contemplated that the parties would enter into a stipulation of settlement. The parties entered into such a stipulation on March 30, 2015. The stipulation of settlement is subject to customary conditions, including court approval following notice to Glimcher’s common shareholders. A hearing has been scheduled for July 17, 2015 at which the Circuit Court for Baltimore | |||||
City will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is approved by the court, it will resolve and release all claims by shareholders of Glimcher challenging any aspect of the Merger, the Merger agreement, and any disclosure made in connection therewith, including in the Definitive Proxy Statement/Prospectus on Schedule 14A filed with the SEC by Glimcher on December 2, 2014. Additionally, in connection with the settlement, the parties contemplate that plaintiffs’ counsel will file a petition in the Circuit Court for Baltimore City for an award of attorneys’ fees in an amount not to exceed $425 and reasonable, documented expenses in an amount not to exceed $20, to be paid by the Company. Accordingly, the Company has accrued $445 related to this matter, which expense is included in merger and transaction costs for the three months ended March 31, 2015 in the accompanying consolidated and combined statements of operations and comprehensive (loss) income. There can be no assurance that the Circuit Court for Baltimore City will approve the settlement. In the event that the settlement is not approved and the conditions are not satisfied, defendants will continue to vigorously defend against the allegations in the Consolidated Action. | |||||
Lease Commitments | |||||
In connection with the Merger, the Company has commitments under ground leases at both Malibu Lumber Yard ("Malibu") located in Malibu, California, and Pearlridge Center ("Pearlridge"), located in Aiea, Hawaii. The ground lease at Malibu will expire in 2047 and has three five-year extension options which are exercisable at the option of the Company. The ground lease at Malibu provides for scheduled rent increases every five years. The ground lease at Malibu may require additional payments which are calculated based on percentage rent. The ground lease payments in the below schedule do not reflect payments based on percentage rent. The ground lease at Pearlridge will expire in 2058 and has two ten-year extension options which are exercisable at the option of the Company. The ground lease at Pearlridge provides for scheduled rent increases every five years through the end of 2043, at which time minimum ground rent is adjusted to the higher of fair market value or the ground rent charged in the previous year. | |||||
Future minimum lease payments due under the Company's ground leases, including the Malibu and Pearlridge ground leases, for each of the next five years and thereafter, excluding applicable extension options, as of March 31, 2015 are as follows: | |||||
2015 | $ | 5,219 | |||
2016 | 7,303 | ||||
2017 | 7,279 | ||||
2018 | 7,306 | ||||
2019 | 7,759 | ||||
Thereafter | 368,333 | ||||
Total | $ | 403,199 | |||
O’Connor Joint Venture Transaction | |||||
On February 25, 2015, the Company entered into a definitive agreement providing for a joint venture with O’Connor Capital Partners (“O’Connor”) with respect to the ownership and operation of five of the Company’s malls acquired in the Merger, which are valued at approximately $1.625 billion. | |||||
O’Connor will have a 49% ownership interest in the joint venture and the Company will retain a 51% ownership interest. The five malls in the joint venture will be: The Mall at Johnson City in Johnson City, Tennessee; Pearlridge Center in Aiea, Hawaii; Polaris Fashion Place® in Columbus, Ohio; Scottsdale Quarter® in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) in Leawood, Kansas. | |||||
In exchange for its interest in the venture, O’Connor will pay 49% of the aggregate value of the properties, less the mortgages secured by such properties, at closing, plus costs spent to date on Phase III development at Scottsdale Quarter, subject to certain adjustments as set forth in the purchase agreement. The transaction is expected to generate net proceeds of approximately $430 million to the Company after taking into account the assumption of debt and estimated closing costs. The proceeds will be used to repay a portion of the Bridge Loan. The Company will retain management and leasing responsibilities of the properties. Subject to the satisfaction or waiver of certain closing conditions, the transaction is anticipated to close in the second quarter of 2015. | |||||
Concentration of Credit Risk | |||||
Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the mall properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated and combined revenues. | |||||
Note_9_Related_Party_Transacti
Note 9 - Related Party Transactions | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Related Party Transactions Disclosure [Text Block] | 9. Related Party Transactions | ||||||||
As described in Note 1 - "Organization" and Note 2 - "Basis of Presentation and Principles of Consolidation and Combination", the accompanying consolidated and combined financial statements include the operations of SPG Businesses as carved-out from the financial statements of SPG for the periods prior to the separation and the operations of the properties under the Company's ownership subsequent to the separation. Transactions between the properties have been eliminated in the consolidated and combined presentation. | |||||||||
For periods prior to the separation, a fee for certain centralized SPG costs for activities such as common costs for management and other services, national advertising and promotion programs, consulting, accounting, legal, marketing and management information systems has been charged to the properties in the combined financial statements. In addition, certain commercial general liability and property damage insurance is provided to the properties by an indirect subsidiary of SPG. In connection with the separation, WPG and SPG entered into property management agreements under which SPG manages WPG's mall properties. Additionally, WPG and SPG entered into a transition services agreement pursuant to which SPG provides to WPG, on an interim, transitional basis after the separation date, various services including administrative support for the strip centers, information technology, accounts payable and other financial functions, as well as engineering support, quality assurance support and other administrative services. Under the transition services agreement, SPG charges WPG, based upon SPG's allocation of certain shared costs such as insurance premiums, advertising and promotional programs, leasing and development fees. Amounts charged to expense for property management and common costs, services, and other as well as insurance premiums are included in property operating costs in the consolidated and combined statements of operations and comprehensive loss. Additionally, leasing and development fees charged by SPG are capitalized by the property. | |||||||||
Charges for properties which are consolidated and combined for each of the periods presented are as follows: | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Property management and common costs, services and other | $ | 6,929 | $ | 5,428 | |||||
Insurance premiums | $ | 2,269 | $ | 2,219 | |||||
Advertising and promotional programs | $ | 219 | $ | 233 | |||||
Capitalized leasing and development fees | $ | 1,631 | $ | 455 | |||||
Charges for unconsolidated properties for each of the periods presented are as follows: | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Property management costs, services and other | $ | 222 | $ | 1,025 | |||||
Insurance premiums | $ | 3 | $ | 55 | |||||
Advertising and promotional programs | $ | 10 | $ | 13 | |||||
Capitalized leasing and development fees | $ | 2 | $ | 51 | |||||
At March 31, 2015 and December 31, 2014, $5,297 and $4,715, respectively, were payable to SPG and its affiliates and are included in accounts payable, accrued expenses, intangibles, and deferred revenues in the accompanying consolidated balance sheets. | |||||||||
Note_10_Loss_Earnings_Per_Shar
Note 10 - (Loss) Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | 10. (Loss) Earnings Per Share | ||||||||
We determine basic (loss) earnings per share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. As described in Note 1 - "Organization", the common shares and units outstanding at the separation date are reflected as outstanding for all periods prior to the separation. The following table sets forth the computation of our basic and diluted (loss) earnings per share: | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(Loss) Earnings Per Share, Basic: | |||||||||
Net (loss) income to common stockholders - basic | $ | (12,270 | ) | $ | 34,392 | ||||
Weighted average shares outstanding - basic | 179,575,102 | 155,162,597 | |||||||
(Loss) earnings per common share, basic | $ | (0.07 | ) | $ | 0.22 | ||||
(Loss) Earnings Per Share, Diluted: | |||||||||
Net (loss) income to common stockholders - basic | $ | (12,270 | ) | $ | 34,392 | ||||
Net (loss) income attributable to common unit holders | (2,293 | ) | 7,110 | ||||||
Net (loss) income to common stockholders - diluted | $ | (14,563 | ) | $ | 41,502 | ||||
Weighted average shares outstanding - basic | 179,575,102 | 155,162,597 | |||||||
Weighted average operating partnership units outstanding | 34,400,375 | 31,575,487 | |||||||
Weighted average shares outstanding - diluted | 213,975,477 | 186,738,084 | |||||||
(Loss) earnings per common share, diluted | $ | (0.07 | ) | $ | 0.22 | ||||
For the three months ended March 31, 2015, additionally potentially dilutive securities include unvested restricted shares, outstanding stock options, restricted stock units and performance based LTIP unit awards. For the three months ended March 31, 2015, diluted shares exclude the impact of any such additional securities because their effect would be anti-dilutive. There were no such securities outstanding during the three months ended March 31, 2014. We accrue dividends when they are declared. | |||||||||
Note_11_Subsequent_Events
Note 11 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events |
On April 15, 2015, the Company redeemed all of the 4,700,000 issued and outstanding Series G Preferred Shares (see Note 7 - "Equity"). | |
On April 27, 2015, the Company received a commitment from bank lenders for a new $550 million term loan, subject to a number of customary conditions, including execution and delivery of definitive documentation. The term loan, under which the Company plans to borrow $500 million, will mature in March 2020, will bear interest of LIBOR plus 1.15% and is expected to close in the second quarter of 2015. The Company anticipates using the proceeds to repay the balance on the Bridge Loan remaining after the application of the proceeds from the anticipated joint venture described in Note 8 - "Commitments and Contingencies." | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our tenant receivables. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. | ||
Real Estate, Policy [Policy Text Block] | Investment Properties | |
We record investment properties at fair value when acquired. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally five to 40 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over three to ten years. | ||
We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy or declines in tenant sales. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to expense the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. | ||
Equity Method Investments, Policy [Policy Text Block] | Investments in Unconsolidated Entities | |
Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held unconsolidated joint venture ownership interests in one property as of March 31, 2015 and December 31, 2014. Additionally, in connection with the Merger, we acquired joint venture interests in two entities, one in the development stage and the other with retail operations. | ||
Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner. | ||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements | |
The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification Topic 820 - “Fair Value Measurements and Disclosure” (“Topic 820”). Topic 820 guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows: | ||
• | Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. | |
• | Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals. | |
• | Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity. | |
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | ||
Note 5 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 2 inputs. Note 4 - "Real Estate Acquisitions and Dispositions" includes a discussion of the fair values recorded in purchase accounting, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting analyses include our estimations of net operating results of the property, capitalization rates and discount rates. | ||
The Company has derivatives that must be measured under the fair value standard (see Note 6 - "Derivative Financial Instruments"). The Company currently does not have any non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis. | ||
Business Combinations Policy [Policy Text Block] | Purchase Accounting Allocation | |
We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate: | ||
• | the fair value of land and related improvements and buildings on an as-if-vacant basis, | |
• | the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues, | |
• | the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and | |
• | the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant. | |
Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles. | ||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |
We prepared the accompanying consolidated and combined financial statements in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates. | ||
Segment Reporting, Policy [Policy Text Block] | Segment Disclosure | |
Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including malls and strip centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. On April 1, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating our method of adopting and the impact, if any, the adoption of this standard will have on our consolidated financial statements. | ||
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis." This standard changes the way reporting enterprises must evaluate the consolidation of limited partnerships, variable interests and similar entities. It is effective for the first annual reporting period beginning after December 15, 2015, with early adoption permitted. We are currently evaluating the impact, if any, the adoption of this standard will have on our consolidated financial statements. | ||
In April 2015, the FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We expect this new guidance will reduce total assets and total long-term debt on its consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this update to have any other effect on our consolidated financial statements. |
Note_4_Real_Estate_Acquisition1
Note 4 - Real Estate Acquisitions and Dispositions (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Disclosure Text Block Supplement [Abstract] | ||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ||||||||||
Investment properties | $ | 3,054,194 | ||||||||
Cash and cash equivalents (1) | 553,835 | |||||||||
Tenant accounts receivable | 14,263 | |||||||||
Investment in and advances to unconsolidated real estate entities | 15,803 | |||||||||
Deferred costs and other assets (including intangibles) | 316,436 | |||||||||
Accounts payable, accrued expenses, intangibles, and deferred revenue | (196,847 | ) | ||||||||
Distributions payable | (2,658 | ) | ||||||||
Redeemable noncontrolling interests | (6,148 | ) | ||||||||
Total assets acquired and liabilities assumed | 3,748,878 | |||||||||
Fair value of mortgage notes payable assumed | (1,358,184 | ) | ||||||||
Net assets acquired | 2,390,694 | |||||||||
Less: Common shares issued | (535,490 | ) | ||||||||
Less: Preferred shares issued | (319,960 | ) | ||||||||
Less: Operating partnership units issued | (29,482 | ) | ||||||||
Less: Cash and cash equivalents acquired | (553,835 | ) | ||||||||
Net cash paid for acquisition | $ | 951,927 | ||||||||
Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals [Table Text Block] | ||||||||||
Shopping Center Name | Acquisition Date | Location | Percent Acquired | Purchase Price | Gain | |||||
(In Millions) | (In Millions) | |||||||||
Whitehall Mall | 1-Dec-14 | Whitehall, PA | 50% | $ | 14.9 | $ | 10.5 | |||
Clay Terrace | 20-Jun-14 | Carmel, IN | 50% | $ | 22.9 | $ | 46.6 | |||
Seven Open-Air Shopping Centers | 18-Jun-14 | Various | Various | $ | 162 | $ | 42.3 | |||
Business Acquisition, Pro Forma Information [Table Text Block] | ||||||||||
Three Months Ended March 31, | ||||||||||
2015 | 2014 | |||||||||
Total revenues | $ | 249,820 | $ | 251,171 | ||||||
Net income from continuing operations | $ | 6,339 | $ | 15,537 | ||||||
Net income from continuing operations attributable to common stockholders | $ | 2,377 | $ | 9,932 | ||||||
Earnings per common share-basic and diluted | $ | 0.01 | $ | 0.06 | ||||||
Weighted average shares outstanding-basic | 179,575 | 155,163 | ||||||||
Weighted average shares outstanding-diluted | 213,975 | 186,738 | ||||||||
Note_5_Indebtedness_Tables
Note 5 - Indebtedness (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Face amount of mortgage loans | $ | 2,708,977 | $ | 1,431,516 | |||||
Fair value adjustments, net | 48,439 | 3,598 | |||||||
Carrying value of mortgage loans | $ | 2,757,416 | $ | 1,435,114 | |||||
Roll Forward of Mortgage Indebtedness [Table Text Block] | |||||||||
Balance, December 31, 2014 | $ | 1,435,114 | |||||||
Debt assumptions at fair value | 1,364,503 | ||||||||
Repayment of debt | (32,700 | ) | |||||||
Debt amortization payments | (5,066 | ) | |||||||
Amortization of fair value adjustments | (4,435 | ) | |||||||
Balance, March 31, 2015 | $ | 2,757,416 | |||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Fair value of fixed-rate mortgages | $2,501,423 | $1,503,944 | |||||||
Weighted average discount rates assumed in calculation | 3.23 | % | 3.36 | % | |||||
of fair value for fixed-rate mortgages |
Note_6_Derivative_Financial_In1
Note 6 - Derivative Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block] | |||||||||||||||||
Liability Derivatives | |||||||||||||||||
As of March 31, 2015 | |||||||||||||||||
Balance Sheet | Fair | ||||||||||||||||
Location | Value | ||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||
Interest rate products | Accounts payable, accrued expenses, intangibles and deferred revenues | $ | 998 | ||||||||||||||
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] | |||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion) | Location of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion) | Amount of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion) | Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | ||||||||||||
March 31, | March 31, | March 31, | |||||||||||||||
2015 | 2015 | 2015 | |||||||||||||||
Interest rate products | $ | (407 | ) | Interest expense | $ | (3 | ) | Interest expense | $ | — | |||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | |||||||||||||||||
Quoted Prices in Active Markets for Identical Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | Balance at March 31, | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | 2015 | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative instruments, net | $ | — | $ | 998 | $ | — | $ | 998 | |||||||||
Note_7_Equity_Tables
Note 7 - Equity (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Stockholders' Equity Note [Abstract] | |||||
Dividends Declared [Table Text Block] | |||||
Security Type | Dividend per Share/Unit | For the | Record Date | Payable Date | |
Quarter Ended | |||||
Common Shares/Units (1) | $0.11 | March 31, 2015 | March 6, 2015 | March 16, 2015 | |
Series G Preferred Shares (2) | $0.51 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series H Preferred Shares (2) | $0.47 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series I Preferred Shares (2) | $0.43 | March 31, 2015 | March 31, 2015 | April 15, 2015 | |
Series I‑1 Preferred Units (2) | $0.46 | March 31, 2015 | March 31, 2015 | April 15, 2015 |
Note_8_Commitments_and_Conting1
Note 8 - Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | |||||
2015 | $ | 5,219 | |||
2016 | 7,303 | ||||
2017 | 7,279 | ||||
2018 | 7,306 | ||||
2019 | 7,759 | ||||
Thereafter | 368,333 | ||||
Total | $ | 403,199 | |||
Note_9_Related_Party_Transacti1
Note 9 - Related Party Transactions (Tables) (Simon Property Group, Inc. [Member]) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Consolidated Properties [Member] | |||||||||
Note 9 - Related Party Transactions (Tables) [Line Items] | |||||||||
Schedule of Related Party Transactions [Table Text Block] | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Property management and common costs, services and other | $ | 6,929 | $ | 5,428 | |||||
Insurance premiums | $ | 2,269 | $ | 2,219 | |||||
Advertising and promotional programs | $ | 219 | $ | 233 | |||||
Capitalized leasing and development fees | $ | 1,631 | $ | 455 | |||||
Unconsolidated Properties [Member] | |||||||||
Note 9 - Related Party Transactions (Tables) [Line Items] | |||||||||
Schedule of Related Party Transactions [Table Text Block] | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Property management costs, services and other | $ | 222 | $ | 1,025 | |||||
Insurance premiums | $ | 3 | $ | 55 | |||||
Advertising and promotional programs | $ | 10 | $ | 13 | |||||
Capitalized leasing and development fees | $ | 2 | $ | 51 | |||||
Note_10_Loss_Earnings_Per_Shar1
Note 10 - (Loss) Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | |||||||||
For the Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
(Loss) Earnings Per Share, Basic: | |||||||||
Net (loss) income to common stockholders - basic | $ | (12,270 | ) | $ | 34,392 | ||||
Weighted average shares outstanding - basic | 179,575,102 | 155,162,597 | |||||||
(Loss) earnings per common share, basic | $ | (0.07 | ) | $ | 0.22 | ||||
(Loss) Earnings Per Share, Diluted: | |||||||||
Net (loss) income to common stockholders - basic | $ | (12,270 | ) | $ | 34,392 | ||||
Net (loss) income attributable to common unit holders | (2,293 | ) | 7,110 | ||||||
Net (loss) income to common stockholders - diluted | $ | (14,563 | ) | $ | 41,502 | ||||
Weighted average shares outstanding - basic | 179,575,102 | 155,162,597 | |||||||
Weighted average operating partnership units outstanding | 34,400,375 | 31,575,487 | |||||||
Weighted average shares outstanding - diluted | 213,975,477 | 186,738,084 | |||||||
(Loss) earnings per common share, diluted | $ | (0.07 | ) | $ | 0.22 | ||||
Note_1_Organization_Details
Note 1 - Organization (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Jan. 15, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | 28-May-14 | Feb. 28, 2014 | |
sqft | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Real Estate Investment Trust, Minimum Percentage Required for Distribution to Not be Liable for Federal Income Taxes | 100.00% | ||||
Conversion of Stock, Shares Converted (in Shares) | 1 | ||||
Conversion of Stock, Shares Issued (in Shares) | 1 | ||||
Area of Real Estate Property (in Square Feet) | 53,000,000 | ||||
Business Combination, Acquisition Related Costs (in Dollars) | $20,800,000 | $8,800,000 | |||
Shopping Centers [Member] | Ownership Interest Transfered [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 98 | ||||
Shopping Centers [Member] | Ownership Interest Sold [Member] | Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 1 | ||||
Shopping Centers [Member] | Glimcher Realty Trust [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 23 | ||||
Area of Real Estate Property (in Square Feet) | 15,800,000 | ||||
Additional Mortgages on Properties Acquired | 16 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt (in Dollars) | 1,400,000,000 | ||||
Shopping Centers [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 121 | ||||
Ownership Interest Distributed [Member] | Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 98 | ||||
Glimcher Realty Trust [Member] | Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties Sold to Fund Merger Consideration | 2 | ||||
Glimcher Realty Trust [Member] | Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt (in Dollars) | 405,000,000 | ||||
Glimcher Realty Trust [Member] | Glimcher Operating Partnership [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Conversion Ratio Upon Merger | 0.7431 | ||||
Glimcher Realty Trust [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 25 | ||||
Business Combination, Consideration Transferred (in Dollars) | 4,200,000,000 | ||||
Area of Real Estate Property (in Square Feet) | 17,200,000 | ||||
Per Share Payments to Acquire Businesses, Gross (in Dollars per share) | $14.02 | ||||
Business Combination, Consideration Transferred in Cash Per Share (in Dollars per share) | $10.40 | ||||
Business Acquisition, Equity Interests Issued or Issuable, Number of Shares Issued for Each Share Held in Acquiree Entity (in Shares) | 0.1989 | ||||
Business Acquisition, Share Price (in Dollars per share) | $3.62 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 29,942,877 | ||||
Additional Mortgages on Properties Acquired | 14 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt (in Dollars) | 1,358,184,000 | ||||
Jersey Gardens [Member] | Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Business Combination, Consideration Transferred (in Dollars) | $1,090,000,000 | ||||
Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Percentage of Entity Common Shares Distributed From Former Parent | 100.00% | ||||
Simon Property Group, Inc. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Percentage of Entity Common Shares Distributed From Former Parent | 100.00% | ||||
WPG L.P. [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Conversion of Stock, Shares Converted (in Shares) | 1 | ||||
Conversion of Stock, Shares Issued (in Shares) | 1 | ||||
WP Glimcher [Member] | |||||
Note 1 - Organization (Details) [Line Items] | |||||
Number of Real Estate Properties | 121 | ||||
Area of Real Estate Property (in Square Feet) | 68,000,000 |
Note_2_Basis_of_Presentation_a1
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Threshold Ownership Interest in Which Entity Controls that Properties are Included in Financial Statements | 100.00% | ||
Weighted Average [Member] | WPG L.P. [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 84.20% | 82.40% | |
Shopping Centers [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Number of Real Estate Properties | 121 | ||
Wholly Owned Properties [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Number of Real Estate Properties | 113 | ||
Partially Owned Properties [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Number of Real Estate Properties | 7 | ||
Corporate Joint Venture [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Number of Real Estate Properties | 1 | ||
WPG L.P. [Member] | |||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 84.00% | 83.10% |
Note_3_Summary_of_Significant_1
Note 3 - Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Days, Or Less, to Maturity for a Highly Liquid Investment to Be Considered a Cash Equivalent | 90 days | |
Number of Reportable Segments | 1 | |
Building and Building Improvements [Member] | Minimum [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Building and Building Improvements [Member] | Maximum [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 40 years | |
Equipment and Fixture [Member] | Minimum [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Equipment and Fixture [Member] | Maximum [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Glimcher Realty Trust [Member] | Unconsolidated Properties [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Investments in Unconsolidated Entities Acquired | 2 | |
Number of Joint Venture Development Stage Entities Acquired | 1 | |
Number of Joint Venture Retail Operation Entities Acquired | 1 | |
Glimcher Realty Trust [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Real Estate Properties | 25 | |
Unconsolidated Properties [Member] | ||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Real Estate Properties | 1 | 1 |
Note_4_Real_Estate_Acquisition2
Note 4 - Real Estate Acquisitions and Dispositions (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Feb. 28, 2014 | Jan. 15, 2015 | Jan. 13, 2015 | Dec. 31, 2014 | |
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Repayments of Lines of Credit | $155,000,000 | ||||
Shopping Centers [Member] | Glimcher Realty Trust [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Number of Real Estate Properties | 23 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,400,000,000 | ||||
Shopping Centers [Member] | Simon Property Group, Inc. [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Number Of Real Estate Properties Disposed | 1 | ||||
Gain (Loss) on Disposition of Assets | 200,000 | ||||
Shopping Centers [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Number of Real Estate Properties | 121 | ||||
Glimcher Realty Trust [Member] | Simon Property Group, Inc. [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 405,000,000 | ||||
Glimcher Realty Trust [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Number of Real Estate Properties | 25 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 68,800,000 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | -10,300,000 | ||||
Business Combination, Consideration Transferred | 4,200,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,358,184,000 | ||||
Canyon View Marketplace [Member] | |||||
Note 4 - Real Estate Acquisitions and Dispositions (Details) [Line Items] | |||||
Business Combination, Consideration Transferred | 10,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $5,500,000 |
Note_4_Real_Estate_Acquisition3
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation (USD $) | 3 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Jan. 15, 2015 | |
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation [Line Items] | |||
Net cash paid for acquisition | $956,602 | ||
Common Stock [Member] | Glimcher Realty Trust [Member] | |||
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation [Line Items] | |||
Less: Equity issued | -535,490 | ||
Preferred Stock [Member] | Glimcher Realty Trust [Member] | |||
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation [Line Items] | |||
Less: Equity issued | -319,960 | ||
Capital Units [Member] | Glimcher Realty Trust [Member] | |||
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation [Line Items] | |||
Less: Equity issued | -29,482 | ||
Glimcher Realty Trust [Member] | |||
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Summary of Purchase Price Allocation [Line Items] | |||
Investment properties | 3,054,194 | ||
Cash and cash equivalents (1) | 553,835 | [1] | |
Tenant accounts receivable | 14,263 | ||
Investment in and advances to unconsolidated real estate entities | 15,803 | ||
Deferred costs and other assets (including intangibles) | 316,436 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenue | -196,847 | ||
Distributions payable | -2,658 | ||
Redeemable noncontrolling interests | -6,148 | ||
Total assets acquired and liabilities assumed | 3,748,878 | ||
Fair value of mortgage notes payable assumed | -1,358,184 | ||
Net assets acquired | 2,390,694 | ||
Less: Cash and cash equivalents acquired | -553,835 | ||
Net cash paid for acquisition | $951,927 | ||
[1] | Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility. |
Note_4_Real_Estate_Acquisition4
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Acquired Property (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Significant Acquisitions and Disposals [Line Items] | |||
Gain | $0 | $242,000 | |
Seven Open-Air Shopping Centers | 0 | 242,000 | |
Whitehall Mall [Member] | |||
Significant Acquisitions and Disposals [Line Items] | |||
Acquisition date | 1-Dec-14 | ||
Percent acquired | 50.00% | ||
Purchase price | 14,900,000 | ||
Gain | 10,500,000 | ||
Seven Open-Air Shopping Centers | 1-Dec-14 | ||
Seven Open-Air Shopping Centers | 14,900,000 | ||
Seven Open-Air Shopping Centers | 10,500,000 | ||
Clay Terrace [Member] | |||
Significant Acquisitions and Disposals [Line Items] | |||
Acquisition date | 20-Jun-14 | ||
Percent acquired | 50.00% | ||
Purchase price | 22,900,000 | ||
Gain | 46,600,000 | ||
Seven Open-Air Shopping Centers | 20-Jun-14 | ||
Seven Open-Air Shopping Centers | 22,900,000 | ||
Seven Open-Air Shopping Centers | 46,600,000 | ||
Seven Open-Air Shopping Centers [Member] | |||
Significant Acquisitions and Disposals [Line Items] | |||
Acquisition date | 18-Jun-14 | ||
Purchase price | 162,000,000 | ||
Gain | 42,300,000 | ||
Seven Open-Air Shopping Centers | 18-Jun-14 | ||
Seven Open-Air Shopping Centers | Various | ||
Seven Open-Air Shopping Centers | 162,000,000 | ||
Seven Open-Air Shopping Centers | $42,300,000 |
Note_4_Real_Estate_Acquisition5
Note 4 - Real Estate Acquisitions and Dispositions (Details) - Unaudited Condensed Pro Forma Financial Information (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Unaudited Condensed Pro Forma Financial Information [Abstract] | ||
Total revenues | $249,820 | $251,171 |
Net income from continuing operations | 6,339 | 15,537 |
Net income from continuing operations attributable to common stockholders | $2,377 | $9,932 |
Earnings per common share-basic and diluted (in Dollars per share) | $0.01 | $0.06 |
Weighted average shares outstanding-basic (in Shares) | 179,575 | 155,163 |
Weighted average shares outstanding-diluted (in Shares) | 213,975 | 186,738 |
Note_5_Indebtedness_Details
Note 5 - Indebtedness (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jan. 15, 2015 | Mar. 31, 2015 | Mar. 24, 2015 | 15-May-14 | Dec. 31, 2014 | Mar. 27, 2015 | Jan. 13, 2015 | Sep. 23, 2014 | |
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Long-term Debt | $2,757,416,000 | 1,435,114,000 | ||||||
Bridge Loan | 1,190,000,000 | 941,570,000 | ||||||
Number of Days After Merger in Which Entity Credit Rating Increases and Duration Fee Will Be Payable One | 180 days | |||||||
Number of Days After Merger in Which Entity Credit Rating Increases and Duration Fee Will Be Payable Two | 270 days | |||||||
Interest Expense [Member] | Bridge Loan [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Amortization of Financing Costs | 4,100,000 | |||||||
Accelerated Amortization of Financing Costs | 1,800,000 | |||||||
Bridge Loan [Member] | Scenario, Forecast [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Amortization of Financing Costs | 10,400,000 | |||||||
Bridge Loan [Member] | Glimcher Realty Trust [Member] | Deferred Costs and Other Assets [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Financial Services Costs | 3,800,000 | |||||||
Bridge Loan [Member] | Glimcher Realty Trust [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Deferred Finance Costs, Net | 10,400,000 | |||||||
Bridge Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.15% | |||||||
Bridge Loan [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.43% | |||||||
Repayments of Unsecured Debt | 248,400,000 | |||||||
Debt Instrument, Term | 364 days | |||||||
Term Loan [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.15% | |||||||
Term Loan [Member] | Unsecured Debt [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Number of Extension Options | 3 | |||||||
Debt Instrument, Period of Extension Option | 12 months | |||||||
Long-term Debt | 500,000,000 | 500,000,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.33% | |||||||
Fixed Rate Mortgage [Member] | Mortgages [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Long-term Debt | 2,400,000,000 | 1,400,000,000 | ||||||
Fixed Rate Mortgage [Member] | Secured Debt [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Fair Value Inputs, Discount Rate | 3.23% | 3.36% | ||||||
Mortgages [Member] | West Town Corners [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Repayments of Debt | 18,800,000 | |||||||
Mortgages [Member] | Gaitway Plaza [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Repayments of Debt | 13,900,000 | |||||||
Mortgages [Member] | Canyon View Marketplace [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 6,400,000 | |||||||
Mortgages [Member] | Glimcher Realty Trust [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,400,000,000 | |||||||
Mortgages [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Long-term Debt | 2,757,416,000 | 1,435,114,000 | ||||||
Amortization of Financing Costs | 5,066,000 | |||||||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.05% | |||||||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 900,000,000 | |||||||
Debt Instrument, Number of Extension Options | 2 | |||||||
Debt Instrument, Period of Extension Option | 6 months | |||||||
Long-term Debt | 413,800,000 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | 483,100,000 | |||||||
Letters of Credit Outstanding, Amount | 3,100,000 | |||||||
Line of Credit Facility, Interest Rate at Period End | 1.23% | |||||||
Senior Notes [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Debt Instrument, Face Amount | 250,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | |||||||
Fair Value Inputs, Discount Rate | 0.03% | |||||||
Proceeds from Issuance of Long-term Debt | 248,400,000 | |||||||
Secured Debt [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Mortgage Loans on Real Estate, Number of Loans | 42 | |||||||
Number of Real Estate Properties | 46 | |||||||
Number of Cross Defaulted and Cross Collateralized Mortgage Pools With Collateral Properties | 5 | |||||||
Number of Properties Cross Defaulted and Cross Collateralized Mortgages Total | 12 | |||||||
Mortgage Loans On Real Estate Minimum Number of Consecutive Quarters for Which Cash Levels Should Attain the Benchmark | 2 | |||||||
Canyon View Marketplace [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 5,500,000 | |||||||
Glimcher Realty Trust [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,358,184,000 | |||||||
Additional Mortgages on Properties Acquired | 14 | |||||||
Number of Real Estate Properties | 25 | |||||||
Maximum [Member] | ||||||||
Note 5 - Indebtedness (Details) [Line Items] | ||||||||
Bridge Loan | $1,250,000,000 |
Note_5_Indebtedness_Details_Mo
Note 5 - Indebtedness (Details) - Mortgage Indebtedness (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Carrying value of mortgage loans | $2,757,416 | $1,435,114 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Face amount of mortgage loans | 2,708,977 | 1,431,516 |
Fair value adjustments, net | 48,439 | 3,598 |
Carrying value of mortgage loans | $2,757,416 | $1,435,114 |
Note_5_Indebtedness_Details_Ro
Note 5 - Indebtedness (Details) - Roll Forward of Mortgage Indebtedness (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Note 5 - Indebtedness (Details) - Roll Forward of Mortgage Indebtedness [Line Items] | ||
Balance, December 31, 2014 | $1,435,114 | |
Repayment of debt | -286,241 | -141,185 |
Balance, March 31, 2015 | 2,757,416 | |
Mortgages [Member] | ||
Note 5 - Indebtedness (Details) - Roll Forward of Mortgage Indebtedness [Line Items] | ||
Balance, December 31, 2014 | 1,435,114 | |
Debt assumptions at fair value | 1,364,503 | |
Repayment of debt | -32,700 | |
Debt amortization payments | -5,066 | |
Amortization of fair value adjustments | -4,435 | |
Balance, March 31, 2015 | $2,757,416 |
Note_5_Indebtedness_Details_Fa
Note 5 - Indebtedness (Details) - Fair Value of Debt (Fixed Rate Mortgage [Member], Secured Debt [Member], USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Fixed Rate Mortgage [Member] | Secured Debt [Member] | ||
Note 5 - Indebtedness (Details) - Fair Value of Debt [Line Items] | ||
Fair value of fixed-rate mortgages | $2,501,423 | $1,503,944 |
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages | 3.23% | 3.36% |
Note_6_Derivative_Financial_In2
Note 6 - Derivative Financial Instruments (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $0 | $0 | |
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 62,000 | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | 998,000 | ||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | 593,000 | ||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 1,079,000 | ||
Loss Contingency, Range of Possible Loss, Maximum | 1,079,000 | ||
Interest Expense [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | 123,000 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 1 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Derivative [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 3 | ||
Derivative, Notional Amount | 227,500,000 | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 2 | ||
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 2 | ||
Derivative, Notional Amount | 150,000,000 | ||
Five Year Forward Starting Swap [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 2 | ||
Derivative, Term of Contract | 5 years | ||
Derivative, Number of Instruments Terminated | 2 | ||
Ten Year Forward Starting Swap [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Derivative, Number of Instruments Held | 2 | ||
Derivative, Term of Contract | 10 years | ||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | 1,000,000 | ||
Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | 998,000 | 0 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Note 6 - Derivative Financial Instruments (Details) [Line Items] | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | $998,000 |
Note_6_Derivative_Financial_In3
Note 6 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments (USD $) | Mar. 31, 2015 |
Note 6 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments [Line Items] | |
Interest rate products | $998,000 |
Accounts Payable and Accrued Liabilities [Member] | |
Note 6 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments [Line Items] | |
Interest rate products | $998,000 |
Note_6_Derivative_Financial_In4
Note 6 - Derivative Financial Instruments (Details) - Effect of Derivative Financial Instruments (Interest Rate Derivative [Member], Interest Expense [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Interest Rate Derivative [Member] | Interest Expense [Member] | |
Note 6 - Derivative Financial Instruments (Details) - Effect of Derivative Financial Instruments [Line Items] | |
Interest rate products | ($407) |
Interest rate products | -3 |
Interest rate products | $0 |
Note_6_Derivative_Financial_In5
Note 6 - Derivative Financial Instruments (Details) - Liabilities Measured on a Nonrecurring Basis (USD $) | Mar. 31, 2015 |
Liabilities: | |
Derivative instruments, net | $998,000 |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities: | |
Derivative instruments, net | $998,000 |
Note_7_Equity_Details
Note 7 - Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Jan. 22, 2015 | Mar. 31, 2015 | 28-May-14 | Apr. 15, 2015 | Jan. 15, 2015 | Mar. 27, 2015 | Aug. 04, 2014 | |
Note 7 - Equity (Details) [Line Items] | |||||||
Conversion of Stock, Shares Converted | 1 | ||||||
Conversion of Stock, Shares Issued | 1 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 34,855,854 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 98,900 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 146,621 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 879,493 | ||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $0.14 | $0.25 | |||||
Dividends Payable (in Dollars) | $5,750,000 | ||||||
WPG Common Stock [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 155,162,597 | ||||||
8.125% Series G Cumulative Redeemable Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Stock Redeemed or Called During Period, Shares | 4,700,000 | ||||||
Preferred Stock, Redemption Price Per Share (in Dollars per share) | $25 | ||||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears (in Dollars per share) | $0.59 | ||||||
Preferred Stock, Redemption and Accumulated and Unpaid Distribution Price Per Share (in Dollars per share) | $25.59 | ||||||
Preferred Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $0.51 | ||||||
Payments for Repurchase of Redeemable Preferred Stock (in Dollars) | 120,300,000 | ||||||
8.125% Series G Cumulative Redeemable Preferred Stock [Member] | Glimcher Realty Trust [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Preferred Stock, Shares Issued | 4,700,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 8.13% | ||||||
7.5% Series H Cumulative Redeemable Preferred Stock [Member] | Glimcher Realty Trust [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Preferred Stock, Shares Issued | 4,000,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||||||
6.875% Series I Cumulative Redeemable Preferred Stock [Member] | Glimcher Realty Trust [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Preferred Stock, Shares Issued | 3,800,000 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6.88% | ||||||
Series I-1 Preferred Units [Member] | WPG L.P. [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Preferred Stock, Shares Issued | 130,592 | ||||||
Capital Units [Member] | WPG L.P. [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Preferred Stock, Shares Issued | 1,621,695 | ||||||
Inducement LTIP Units [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 203,215 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||
Allocated Share-based Compensation Expense (in Dollars) | $2,300,000 | ||||||
Performance LTIP Units [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 304,818 | ||||||
Annual LTIP Unit Awards [Member] | Share-based Compensation Award, Tranche One [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||
Annual LTIP Unit Awards [Member] | Share-based Compensation Award, Tranche Two [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||
Annual LTIP Unit Awards [Member] | Share-based Compensation Award, Tranche Three [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||
Annual LTIP Unit Awards [Member] | Minimum [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 30.00% | ||||||
Annual LTIP Unit Awards [Member] | Maximum [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 300.00% | ||||||
Restricted Stock [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Conversion of Stock, Shares Issued | 1,039,785 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||
Employee Stock Option [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Conversion of Stock, Shares Issued | 1,125,014 | ||||||
Glimcher Realty Trust [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 29,942,877 | ||||||
WPG L.P. Limited Partnership Interest [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 31,575,487 | ||||||
Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Number of Shares Annually Available for Grant Per Participant | 500,000 | ||||||
WPG L.P. [Member] | |||||||
Note 7 - Equity (Details) [Line Items] | |||||||
Conversion of Stock, Shares Converted | 1 | ||||||
Conversion of Stock, Shares Issued | 1 |
Note_7_Equity_Details_Dividend
Note 7 - Equity (Details) - Dividends (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
8.125% Series G Cumulative Redeemable Preferred Stock [Member] | Preferred Stock [Member] | ||
Note 7 - Equity (Details) - Dividends [Line Items] | ||
Common Shares/Units (1) | 31-Mar-15 | [1] |
Common Shares/Units (1) | 15-Apr-15 | [1] |
Dividend per Share/Unit | $0.51 | [1] |
Record Date | 31-Mar-15 | [1] |
Payable Date | 15-Apr-15 | [1] |
7.5% Series H Cumulative Redeemable Preferred Stock [Member] | Preferred Stock [Member] | ||
Note 7 - Equity (Details) - Dividends [Line Items] | ||
Common Shares/Units (1) | 31-Mar-15 | [1] |
Common Shares/Units (1) | 15-Apr-15 | [1] |
Dividend per Share/Unit | $0.47 | [1] |
Record Date | 31-Mar-15 | [1] |
Payable Date | 15-Apr-15 | [1] |
6.875% Series I Cumulative Redeemable Preferred Stock [Member] | Preferred Stock [Member] | ||
Note 7 - Equity (Details) - Dividends [Line Items] | ||
Common Shares/Units (1) | 31-Mar-15 | [1] |
Common Shares/Units (1) | 15-Apr-15 | [1] |
Dividend per Share/Unit | $0.43 | [1] |
Record Date | 31-Mar-15 | [1] |
Payable Date | 15-Apr-15 | [1] |
Series I-1 Preferred Units [Member] | Preferred Stock [Member] | ||
Note 7 - Equity (Details) - Dividends [Line Items] | ||
Common Shares/Units (1) | 31-Mar-15 | [1] |
Common Shares/Units (1) | 15-Apr-15 | [1] |
Dividend per Share/Unit | $0.46 | [1] |
Record Date | 31-Mar-15 | [1] |
Payable Date | 15-Apr-15 | [1] |
Common Stock [Member] | ||
Note 7 - Equity (Details) - Dividends [Line Items] | ||
Common Shares/Units (1) | $0.11 | [2] |
Common Shares/Units (1) | 6-Mar-15 | [2] |
Common Shares/Units (1) | 16-Mar-15 | [2] |
Record Date | 6-Mar-15 | [2] |
Payable Date | 16-Mar-15 | [2] |
[1] | Amounts total $5.8 million and are recorded as distributions payable in the accompanying consolidated balance sheets as of March 31, 2015. | |
[2] | Represents a prorated dividend for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub dividend paid on January 22, 2015. |
Note_8_Commitments_and_Conting2
Note 8 - Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Mar. 30, 2015 | Feb. 25, 2015 | Nov. 12, 2014 | Mar. 31, 2015 | |
Merger and Transaction Costs [Member] | Attorneys' Fees [Member] | Merger Litigation [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Litigation Settlement, Expense (in Dollars) | $425,000 | |||
Merger and Transaction Costs [Member] | Documented Expenses [Member] | Merger Litigation [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Litigation Settlement, Expense (in Dollars) | 20,000 | |||
Merger and Transaction Costs [Member] | Merger Litigation [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Litigation Settlement, Expense (in Dollars) | 445,000 | |||
Retail Site [Member] | O'Connor Capital Partners [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Joint Venture Interest, Ownership Percentage by Third Party | 49.00% | |||
Percentage of Aggregate Value of Properties Purchased in Joint Venture | 49.00% | |||
Retail Site [Member] | O'Connor Capital Partners [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Number of Real Estate Properties | 5 | |||
Real Estate Investments, Joint Ventures (in Dollars) | 1,625,000,000 | |||
Proceeds from Real Estate and Real Estate Joint Ventures (in Dollars) | $430,000,000 | |||
Retail Site [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Joint Venture Interest, Ownership Percentage by Parent | 51.00% | |||
Merger Litigation [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Loss Contingency, Number of Plaintiffs | 2 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Concentration Risk, Percentage | 5.00% | |||
Malibu Lumber Yard [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Number of Extensions | 3 | |||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||
Lessee Leasing Arrangements, Operating Leases, Term of Rent Increase | 5 years | |||
Pearlridge Center [Member] | ||||
Note 8 - Commitments and Contingencies (Details) [Line Items] | ||||
Lessee Leasing Arrangements, Operating Leases, Number of Extensions | 2 | |||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 10 years | |||
Lessee Leasing Arrangements, Operating Leases, Term of Rent Increase | 5 years |
Note_8_Commitments_and_Conting3
Note 8 - Commitments and Contingencies (Details) - Lease Commitments (Ground [Member], USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Ground [Member] | |
Note 8 - Commitments and Contingencies (Details) - Lease Commitments [Line Items] | |
2015 | $5,219 |
2016 | 7,303 |
2017 | 7,279 |
2018 | 7,306 |
2019 | 7,759 |
Thereafter | 368,333 |
Total | $403,199 |
Note_9_Related_Party_Transacti2
Note 9 - Related Party Transactions (Details) (Simon Property Group, Inc. [Member], USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Simon Property Group, Inc. [Member] | ||
Note 9 - Related Party Transactions (Details) [Line Items] | ||
Related Party Transaction, Due from (to) Related Party | $5,297 | $4,715 |
Note_9_Related_Party_Transacti3
Note 9 - Related Party Transactions (Details) - Charges for Properties Which are Consolidated (Simon Property Group, Inc. [Member], Consolidated Properties [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property Management Costs, Services and Other [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | $6,929 | $5,428 |
Insurance Premiums [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | 2,269 | 2,219 |
Selling and Marketing Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | 219 | 233 |
Capitalized Leasing and Development Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | $1,631 | $455 |
Note_9_Related_Party_Transacti4
Note 9 - Related Party Transactions (Details) - Charges for Properties Which are Unconsolidated (Simon Property Group, Inc. [Member], Unconsolidated Properties [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Property Management Costs, Services and Other [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | $222 | $1,025 |
Insurance Premiums [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | 3 | 55 |
Selling and Marketing Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | 10 | 13 |
Capitalized Leasing and Development Fees [Member] | ||
Related Party Transaction [Line Items] | ||
Amounts charged to related party | $2 | $51 |
Note_10_Loss_Earnings_Per_Shar2
Note 10 - (Loss) Earnings Per Share (Details) - Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Basic and Diluted Earnings Per Share [Abstract] | ||
Net (loss) income to common stockholders - basic | ($12,270) | $34,392 |
Weighted average shares outstanding - basic | 179,575,102 | 155,162,597 |
(Loss) earnings per common share, basic | ($0.07) | $0.22 |
(Loss) Earnings Per Share, Diluted: | ||
Net (loss) income attributable to common unit holders | -2,293 | 7,110 |
Net (loss) income to common stockholders - diluted | ($14,563) | $41,502 |
Weighted average operating partnership units outstanding | 34,400,375 | 31,575,487 |
Weighted average shares outstanding - diluted | 213,975,477 | 186,738,084 |
(Loss) earnings per common share, diluted | ($0.07) | $0.22 |
Note_11_Subsequent_Events_Deta
Note 11 - Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Apr. 15, 2015 | Apr. 27, 2015 |
Note 11 - Subsequent Events (Details) [Line Items] | ||
Term Loan, Maximum Borrowing Capacity | 550 | |
Term Loan, Amount Expected to Borrow | 500 | |
Series G Preferred Stock [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Stock Redeemed or Called During Period, Shares (in Shares) | 4,700,000 | |
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.15% |