Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | WP Glimcher Inc. | |
Trading Symbol | wpg | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 185,304,555 | |
Amendment Flag | false | |
Entity Central Index Key | 1,594,686 | |
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 | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
WPG L.P. [Member] | ||
Document Information [Line Items] | ||
Entity Registrant Name | Washington Prime Group, L.P. | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 1,610,911 | |
Entity Filer Category | Non-accelerated Filer |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Investment properties at cost | $ 6,868,547 | $ 5,292,665 |
Less: accumulated depreciation | 2,288,238 | 2,113,929 |
4,580,309 | 3,178,736 | |
Cash and cash equivalents | 121,327 | 108,768 |
Tenant receivables and accrued revenue, net | 88,771 | 69,616 |
Investment in unconsolidated entities, at equity | 494,181 | 0 |
Deferred costs and other assets | 317,324 | 170,883 |
Total assets | 5,601,912 | 3,528,003 |
LIABILITIES: | ||
Mortgage notes payable | 1,806,668 | 1,435,114 |
Notes payable | 249,936 | 0 |
Unsecured term loans | 1,000,000 | 500,000 |
Revolving credit facility | 588,750 | 413,750 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 348,671 | 194,014 |
Distributions payable | 2,992 | 0 |
Cash distributions and losses in partnerships and joint ventures, at equity | 15,433 | 15,298 |
Other liabilities | 15,327 | 11,786 |
Total liabilities | 4,027,777 | 2,569,962 |
Redeemable noncontrolling interests | 6,130 | 0 |
Total liabilities, redeemable noncontrolling interests and equity | 5,601,912 | 3,528,003 |
Stockholders' Equity: | ||
Capital in excess of par value | 1,222,244 | 720,921 |
Accumulated (deficit) earnings | (70,927) | 68,114 |
Accumulated other comprehensive loss | (2,928) | 0 |
Total stockholders' equity | 1,350,984 | 789,051 |
Noncontrolling interests | 217,021 | 168,990 |
Total equity | 1,568,005 | 958,041 |
Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized, 185,304,555 and 155,162,597 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 19 | 16 |
Total equity | 19 | 16 |
Series H Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Cumulative Redeemable Preferred Stock | 104,251 | 0 |
Series I Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Cumulative Redeemable Preferred Stock | 98,325 | 0 |
WPG L.P. [Member] | ||
ASSETS: | ||
Investment properties at cost | 6,868,547 | 5,292,665 |
Less: accumulated depreciation | 2,288,238 | 2,113,929 |
4,580,309 | 3,178,736 | |
Cash and cash equivalents | 121,327 | 108,768 |
Tenant receivables and accrued revenue, net | 88,771 | 69,616 |
Investment in unconsolidated entities, at equity | 494,181 | |
Deferred costs and other assets | 317,324 | 170,883 |
Total assets | 5,601,912 | 3,528,003 |
LIABILITIES: | ||
Mortgage notes payable | 1,806,668 | 1,435,114 |
Notes payable | 249,936 | |
Unsecured term loans | 1,000,000 | 500,000 |
Revolving credit facility | 588,750 | 413,750 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 348,671 | 194,014 |
Distributions payable | 2,992 | |
Cash distributions and losses in partnerships and joint ventures, at equity | 15,433 | 15,298 |
Other liabilities | 15,327 | 11,786 |
Total liabilities | 4,027,777 | 2,569,962 |
Redeemable noncontrolling interests | 6,130 | |
Total liabilities, redeemable noncontrolling interests and equity | 5,601,912 | 3,528,003 |
General partner | ||
General partners' equity | 1,350,984 | 789,051 |
Limited partners, 34,855,854 and 33,030,944 units issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 216,012 | 167,973 |
Total partners' equity | 1,566,996 | 957,024 |
Noncontrolling interests | 1,009 | 1,017 |
Total equity | 1,568,005 | 958,041 |
General Partner, Preferred Equity [Member] | WPG L.P. [Member] | ||
General partner | ||
General partners' equity | 202,576 | |
General Partner, Common Equity [Member] | WPG L.P. [Member] | ||
General partner | ||
General partners' equity | $ 1,148,408 | $ 789,051 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Common Stock [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 185,304,555 | 155,162,597 |
Common stock, outstanding | 185,304,555 | 155,162,597 |
Series H Preferred Stock [Member] | ||
Preferred Shares, par value (in Dollars per share) | $ 0.0001 | $ 0 |
Preferred Shares, shares issued | 4,000,000 | 0 |
Preferred Shares, shares outstanding | 4,000,000 | 0 |
Series I Preferred Stock [Member] | ||
Preferred Shares, par value (in Dollars per share) | $ 0.0001 | $ 0 |
Preferred Shares, shares issued | 3,800,000 | 0 |
Preferred Shares, shares outstanding | 3,800,000 | 0 |
WPG L.P. [Member] | ||
Limited partners, units issued | 34,855,854 | 33,030,944 |
Limited partners, units outstanding | 34,855,854 | 33,030,944 |
General Partner, Preferred Equity [Member] | WPG L.P. [Member] | ||
General partners' equity units issued | 7,800,000 | |
General partners' equity units outstanding | 7,800,000 | |
General Partner, Common Equity [Member] | WPG L.P. [Member] | ||
General partners' equity units issued | 185,304,555 | 155,162,597 |
General partners' equity units outstanding | 185,304,555 | 155,162,597 |
Unaudited Consolidated and Comb
Unaudited Consolidated and Combined Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUE: | ||||
Minimum rent | $ 146,111 | $ 113,887 | $ 472,448 | $ 328,898 |
Overage rent | 2,583 | 1,747 | 8,138 | 4,991 |
Tenant reimbursements | 62,182 | 50,814 | 198,832 | 145,161 |
Other income | 6,095 | 1,236 | 12,861 | 4,778 |
Total revenues | 216,971 | 167,684 | 692,279 | 483,828 |
EXPENSES: | ||||
Property operating | 39,939 | 29,268 | 123,501 | 81,627 |
Depreciation and amortization | 77,008 | 49,307 | 260,645 | 142,563 |
Real estate taxes | 26,180 | 20,430 | 84,522 | 59,129 |
Repairs and maintenance | 6,435 | 5,169 | 23,769 | 17,253 |
Advertising and promotion | 2,637 | 1,954 | 7,980 | 5,838 |
Provision for credit losses | 238 | 447 | 1,819 | 1,852 |
General and administrative | 12,400 | 4,395 | 34,335 | 6,260 |
Spin-off costs | 0 | 0 | 0 | 39,931 |
Merger and transaction costs | 2,448 | 2,500 | 28,161 | 2,500 |
Ground rent and other costs | 1,550 | 1,108 | 6,846 | 3,508 |
Impairment loss | 9,859 | 0 | 9,859 | 0 |
Total operating expenses | 178,694 | 114,578 | 581,437 | 360,461 |
OPERATING INCOME | 38,277 | 53,106 | 110,842 | 123,367 |
Interest expense | (29,898) | (23,219) | (105,794) | (59,813) |
Income and other taxes | (87) | (134) | (1,060) | (275) |
(Loss) income from unconsolidated entities | (164) | 99 | (1,651) | 846 |
Gain upon acquisition of controlling interests and on sale of interests in properties | 0 | 8,969 | 5,147 | 100,479 |
NET INCOME (LOSS) | 8,128 | 38,821 | 7,484 | 164,604 |
Net income (loss) attributable to noncontrolling interests | 563 | 6,620 | (685) | 28,210 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS | $ 581 | $ 6,620 | $ (667) | $ 28,210 |
EARNINGS (LOSS) PER COMMON UNIT, BASIC AND DILUTED (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
NET INCOME ATTRIBUTABLE TO THE COMPANY | $ 7,565 | $ 32,201 | $ 8,169 | $ 136,394 |
Less: Preferred share dividends | (3,508) | 0 | (12,481) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 4,057 | $ 32,201 | $ (4,312) | $ 136,394 |
EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
COMPREHENSIVE INCOME: | ||||
Net income (loss) | $ 8,128 | $ 38,821 | $ 7,484 | $ 164,604 |
Unrealized gain on interest rate derivative instruments | (7,691) | 0 | (3,480) | 0 |
Comprehensive income | 437 | 38,821 | 4,004 | 164,604 |
Comprehensive income (loss) attributable to noncontrolling interests | (660) | 6,620 | (1,237) | 28,210 |
Comprehensive income attributable to common shareholders | 1,097 | 32,201 | 5,241 | 136,394 |
Net income (loss) attributable to common unitholders | 581 | 6,620 | (667) | 28,210 |
WPG L.P. [Member] | ||||
REVENUE: | ||||
Minimum rent | 146,111 | 113,887 | 472,448 | 328,898 |
Overage rent | 2,583 | 1,747 | 8,138 | 4,991 |
Tenant reimbursements | 62,182 | 50,814 | 198,832 | 145,161 |
Other income | 6,095 | 1,236 | 12,861 | 4,778 |
Total revenues | 216,971 | 167,684 | 692,279 | 483,828 |
EXPENSES: | ||||
Property operating | 39,939 | 29,268 | 123,501 | 81,627 |
Depreciation and amortization | 77,008 | 49,307 | 260,645 | 142,563 |
Real estate taxes | 26,180 | 20,430 | 84,522 | 59,129 |
Repairs and maintenance | 6,435 | 5,169 | 23,769 | 17,253 |
Advertising and promotion | 2,637 | 1,954 | 7,980 | 5,838 |
Provision for credit losses | 238 | 447 | 1,819 | 1,852 |
General and administrative | 12,400 | 4,395 | 34,335 | 6,260 |
Spin-off costs | 0 | 0 | 0 | 39,931 |
Merger and transaction costs | 2,448 | 2,500 | 28,161 | 2,500 |
Ground rent and other costs | 1,550 | 1,108 | 6,846 | 3,508 |
Impairment loss | 9,859 | 0 | 9,859 | 0 |
Total operating expenses | 178,694 | 114,578 | 581,437 | 360,461 |
OPERATING INCOME | 38,277 | 53,106 | 110,842 | 123,367 |
Interest expense | (29,898) | (23,219) | (105,794) | (59,813) |
Income and other taxes | (87) | (134) | (1,060) | (275) |
(Loss) income from unconsolidated entities | (164) | 99 | (1,651) | 846 |
Gain upon acquisition of controlling interests and on sale of interests in properties | 0 | 8,969 | 5,147 | 100,479 |
NET INCOME (LOSS) | 8,128 | 38,821 | 7,484 | 164,604 |
Net income (loss) attributable to noncontrolling interests | (18) | 0 | (18) | 0 |
NET INCOME ATTRIBUTABLE TO UNITHOLDERS | 8,146 | 38,821 | 7,502 | 164,604 |
Less: Preferred unit distributions | (3,508) | 0 | (12,481) | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON UNITHOLDERS | $ 4,638 | $ 38,821 | $ (4,979) | $ 164,604 |
EARNINGS (LOSS) PER COMMON UNIT, BASIC AND DILUTED (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
COMPREHENSIVE INCOME: | ||||
Net income (loss) | $ 8,128 | $ 38,821 | $ 7,484 | $ 164,604 |
Unrealized gain on interest rate derivative instruments | (7,691) | 0 | (3,480) | 0 |
Comprehensive income | 437 | 38,821 | 4,004 | 164,604 |
Comprehensive income (loss) attributable to noncontrolling interests | (18) | 0 | (18) | 0 |
Comprehensive income attributable to unitholders | 455 | 38,821 | 4,022 | 164,604 |
General partner | 4,057 | 32,201 | (4,312) | 136,394 |
Limited partners | 581 | 6,620 | (667) | 28,210 |
Net income (loss) attributable to common unitholders | $ 4,638 | $ 38,821 | $ (4,979) | $ 164,604 |
Unaudited Consolidated and Com5
Unaudited Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ 7,484 | $ 164,604 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 256,258 | 143,768 |
Gain upon acquisition of controlling interests and on sale of interests in properties | (5,147) | (100,479) |
Impairment loss | 9,859 | 0 |
Loss on debt extinguishment | 0 | 2,894 |
Provision for credit losses | 1,819 | 1,852 |
Equity in loss (income) of unconsolidated entities | 1,651 | (846) |
Distributions of income from unconsolidated entities | 107 | 880 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | (7,566) | (129) |
Deferred costs and other assets | (22,625) | (13,423) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | (4,269) | (176) |
Net cash provided by operating activities | 237,571 | 198,945 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | (963,143) | (154,370) |
Capital expenditures, net | (116,077) | (63,868) |
Restricted cash reserves for future capital expenditures, net | (4,117) | 0 |
Net proceeds from sale of interests in properties | 431,823 | 24,976 |
Investments in unconsolidated entities | (10,662) | (2,493) |
Distributions of capital from unconsolidated entities | 551 | 1,180 |
Net cash used in investing activities | (661,625) | (194,575) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to Simon Property Group, Inc., net | 0 | (1,060,187) |
Distributions to noncontrolling interest holders in properties | (8) | (845) |
Redemption of preferred shares | (117,384) | 0 |
Change in lender-required restricted cash reserve on mortgage loan | (1,765) | 0 |
Net proceeds from issuance of common shares, including common stock plans | 1,899 | 0 |
Distributions on common and preferred shares/units | (169,494) | (47,055) |
Proceeds from issuance of debt, net of transaction costs | 2,486,659 | 1,379,575 |
Repayments of debt including prepayment penalties | (1,763,294) | (180,907) |
Net cash provided by financing activities | 436,613 | 90,581 |
INCREASE IN CASH AND CASH EQUIVALENTS | 12,559 | 94,951 |
CASH AND CASH EQUIVALENTS, beginning of period | 108,768 | 25,857 |
CASH AND CASH EQUIVALENTS, end of period | 121,327 | 120,808 |
WPG L.P. [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | 7,484 | 164,604 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 256,258 | 143,768 |
Gain upon acquisition of controlling interests and on sale of interests in properties | (5,147) | (100,479) |
Impairment loss | 9,859 | 0 |
Loss on debt extinguishment | 0 | 2,894 |
Provision for credit losses | 1,819 | 1,852 |
Equity in loss (income) of unconsolidated entities | 1,651 | (846) |
Distributions of income from unconsolidated entities | 107 | 880 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | (7,566) | (129) |
Deferred costs and other assets | (22,625) | (13,423) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | (4,269) | (176) |
Net cash provided by operating activities | 237,571 | 198,945 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions, net of cash acquired | (963,143) | (154,370) |
Capital expenditures, net | (116,077) | (63,868) |
Restricted cash reserves for future capital expenditures, net | (4,117) | 0 |
Net proceeds from sale of interests in properties | 431,823 | 24,976 |
Investments in unconsolidated entities | (10,662) | (2,493) |
Distributions of capital from unconsolidated entities | 551 | 1,180 |
Net cash used in investing activities | (661,625) | (194,575) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to unitholders, net | (169,494) | (1,107,242) |
Distributions to noncontrolling interest holders in properties | (8) | (845) |
Redemption of preferred units | (117,384) | 0 |
Change in lender-required restricted cash reserve on mortgage loan | (1,765) | 0 |
Net proceeds from issuance of common units, including equity-based compensation plans | 1,899 | 0 |
Proceeds from issuance of debt, net of transaction costs | 2,486,659 | 1,379,575 |
Repayments of debt including prepayment penalties | (1,763,294) | (180,907) |
Net cash provided by financing activities | 436,613 | 90,581 |
INCREASE IN CASH AND CASH EQUIVALENTS | 12,559 | 94,951 |
CASH AND CASH EQUIVALENTS, beginning of period | 108,768 | 25,857 |
CASH AND CASH EQUIVALENTS, end of period | $ 121,327 | $ 120,808 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statement of Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Redeemable Noncontrolling Interests [Member] | Series G Preferred Stock [Member]Preferred Stock [Member] | Series H Preferred Stock [Member]Preferred Stock [Member] | Series I Preferred Stock [Member]Preferred Stock [Member] |
Balance, December 31, 2014 at Dec. 31, 2014 | $ 958,041 | $ 16 | $ 720,921 | $ 68,114 | $ 0 | $ 789,051 | $ 168,990 | $ 0 | $ 0 | $ 0 | $ 0 |
Issuance of shares and units in connection with the Merger | 884,480 | 3 | 535,035 | 0 | 0 | 854,998 | 29,482 | 6,148 | 117,384 | 104,251 | 98,325 |
Exercise of stock options | 2,381 | 0 | 2,381 | 0 | 0 | 2,381 | 0 | 0 | 0 | 0 | 0 |
Noncontrolling interest in property | (8) | 0 | 0 | 0 | 0 | 0 | (8) | 0 | 0 | 0 | 0 |
Equity-based compensation | 9,286 | 0 | 9,286 | 0 | 0 | 9,286 | 0 | 0 | 0 | 0 | 0 |
Adjustments to noncontrolling interests | 0 | 0 | (45,379) | 0 | 0 | (45,379) | 45,379 | 0 | 0 | 0 | 0 |
Distributions on common shares/units ($0.75 per common share/unit) | (160,163) | 0 | 0 | (134,729) | 0 | (134,729) | (25,434) | 0 | 0 | 0 | 0 |
Distributions declared on preferred shares | (12,481) | 0 | 0 | (12,481) | 0 | (12,481) | 0 | 0 | 0 | 0 | 0 |
Redemption of preferred shares | (117,384) | 0 | 0 | 0 | 0 | (117,384) | 0 | 0 | (117,384) | 0 | 0 |
Other comprehensive loss | (3,480) | 0 | 0 | 0 | (2,928) | (2,928) | (552) | 0 | 0 | 0 | 0 |
Net income (loss), excluding $169 of distributions to preferred unitholders | 7,333 | 0 | 0 | 8,169 | 0 | 8,169 | (836) | (18) | 0 | 0 | 0 |
Balance, September 30, 2015 at Sep. 30, 2015 | $ 1,568,005 | $ 19 | $ 1,222,244 | $ (70,927) | $ (2,928) | $ 1,350,984 | $ 217,021 | $ 6,130 | $ 0 | $ 104,251 | $ 98,325 |
Unaudited Consolidated Stateme7
Unaudited Consolidated Statement of Equity (Parentheticals) - USD ($) $ in Thousands | Jan. 22, 2015 | Sep. 30, 2015 |
Distributions on common shares/units | $ 0.14 | $ 0.75 |
Distributions to preferred unitholders | $ 169 |
Unaudited Consolidated Stateme8
Unaudited Consolidated Statement of Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | WPG L.P. [Member] | Partners' Equity [Member]WPG L.P. [Member] | Noncontrolling Interests [Member]WPG L.P. [Member] | Redeemable Noncontrolling Interests [Member]WPG L.P. [Member] | General Partner, Preferred Equity [Member]Partners' Equity [Member]WPG L.P. [Member] | General Partner, Common Equity [Member]Partners' Equity [Member]WPG L.P. [Member] | General Partner [Member]Partners' Equity [Member]WPG L.P. [Member] | Limited Partner [Member]Partners' Equity [Member]WPG L.P. [Member] |
Balance at Dec. 31, 2014 | $ 958,041 | $ 957,024 | $ 1,017 | $ 0 | $ 0 | $ 789,051 | $ 789,051 | $ 167,973 | |
Issuance of units in connection with the Merger | 884,480 | 884,480 | 0 | 6,148 | 319,960 | 535,038 | 854,998 | 29,482 | |
Exercise of stock options | 2,381 | 2,381 | 0 | 0 | 0 | 2,381 | 2,381 | 0 | |
Noncontrolling interest in property | $ (8) | (8) | 0 | (8) | 0 | 0 | 0 | 0 | 0 |
Equity-based compensation | 9,286 | 9,286 | 0 | 0 | 0 | 9,286 | 9,286 | 0 | |
Adjustments to limited partners' interests | 0 | 0 | 0 | 0 | 0 | (45,379) | (45,379) | 45,379 | |
Distributions on common units ($0.75 per common unit) | (160,163) | (160,163) | 0 | 0 | 0 | (134,729) | (134,729) | (25,434) | |
Distributions declared on preferred units | (12,481) | (12,481) | 0 | 0 | (12,481) | 0 | (12,481) | 0 | |
Redemption of preferred units | (117,384) | (117,384) | 0 | 0 | (117,384) | 0 | (117,384) | 0 | |
Other comprehensive loss | (3,480) | (3,480) | (3,480) | 0 | 0 | 0 | (2,928) | (2,928) | (552) |
Net income (loss), excluding $169 of distributions to preferred unitholders | $ 7,333 | 7,333 | 7,333 | 0 | (18) | 12,481 | (4,312) | 8,169 | (836) |
Balance at Sep. 30, 2015 | $ 1,568,005 | $ 1,566,996 | $ 1,009 | $ 6,130 | $ 202,576 | $ 1,148,408 | $ 1,350,984 | $ 216,012 |
Unaudited Consolidated Stateme9
Unaudited Consolidated Statement of Equity (Parentheticals) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Distributions to preferred unitholders | $ 169 |
WPG L.P. [Member] | |
Distributions on common units | $ / shares | $ 0.75 |
Distributions to preferred unitholders | $ 169 |
Note 1 - Organization
Note 1 - Organization | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Nature of Operations [Text Block] | 1. Organization WP Glimcher Inc. (formerly named Washington Prime Group Inc.) (“WPG Inc.”) 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 WPG Inc.'s majority‑owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of September 30, 2015 , our assets consisted of interests in 121 shopping centers in the United States, consisting of strip centers and malls. WPG (defined below) 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 units of WPG L.P. to the owners of Simon Property Group, L.P. (“SPG L.P.”), SPG's operating partnership, and 100% of the outstanding shares of WPG Inc. to the SPG shareholders in a tax‑free distribution. Prior to the separation, WPG Inc. and WPG L.P. were wholly owned subsidiaries of SPG and its subsidiaries. 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 (the “SPG Businesses”) and distribute such interests to us. Pursuant to the separation agreement, on May 28, 2014, SPG distributed 100% of the common shares of WPG Inc. on a pro rata basis to SPG’s shareholders as of the May 16, 2014 record date. Unless the context otherwise requires, references to "WPG", the "Company", “we”, “us” and “our” refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (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, the SPG Businesses were operated as subsidiaries of SPG, which operates as a REIT. At the time of the separation and distribution, WPG Inc. 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 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. held by limited partners are exchangeable, at their election, for WPG Inc. common shares on a one‑for‑one basis or cash, at the determination of WPG Inc. 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 10 - "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. The Merger 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 WPG Inc.’s common stock valued at $3.62 per Glimcher common share, based on the closing price of WPG Inc.’s common stock on the Merger closing date. Approximately 29.9 million shares of WPG Inc.'s common stock were issued to Glimcher shareholders in the Merger, and WPG L.P. issued to WPG Inc. a like number of common units as consideration for the common shares issued. Additionally included in consideration were operating partnership units held by limited partners and preferred stock as noted below. In connection with the closing of the Merger, an indirect subsidiary of WPG L.P. 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 14 properties with a fair value of approximately $1.4 billion. The combined company, which was renamed WP Glimcher Inc. post-Merger upon receiving shareholder approval, is comprised of approximately 69 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 September 30, 2015 . In the Merger, the preferred stock of Glimcher was converted into preferred stock of WPG Inc., and WPG L.P. issued to WPG Inc. preferred units as consideration for the preferred shares issued. Additionally, each outstanding common unit of Glimcher’s operating partnership held by limited partners 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 Inc. option, and certain other Glimcher equity awards were assumed by WPG Inc. and converted into equity awards in respect of WPG Inc.'s 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 6 - "Indebtedness"). During the three and nine months ended September 30, 2015 , the Company incurred $2.4 million and $28.2 million of costs in connection with the Merger, respectively, which are included in merger and transaction costs in the accompanying consolidated and combined statements of operations and comprehensive income. Additionally, during the year ended December 31, 2014, the Company incurred $8.8 million of costs related to the Merger, including $2.5 million included in merger and transaction costs in the accompanying consolidated and combined statements of operations and comprehensive income for the three and nine months ended September 30, 2014. On June 1, 2015, the Company announced a management transition plan through which Mark S. Ordan, the Executive Chairman of the Board, will transition to serve as an active non-executive Chairman of the Board and will provide consulting services to the Company under a transition and consulting agreement, effective as of January 1, 2016. Michael P. Glimcher will continue to serve as the Company’s Vice Chairman and Chief Executive Officer. In addition, the Company expects a further reduction in overhead related to its Bethesda, Maryland-based transition operations led by C. Marc Richards, the Company’s Executive Vice President and Chief Administrative Officer, who is anticipated to depart the Company upon substantial completion of integration activities in early 2016. These management changes are expected to result in severance and related charges for 2015 of up to $8.0 million, consisting of approximately $4.0 million in cash severance and $4.0 million in non-cash stock compensation charges. During the three and nine months ended September 30, 2015, the Company incurred $1.7 million and $5.9 million of such severance costs, respectively, which are included in the total merger and transaction costs disclosed above. Additionally, WPG Inc.'s Board of Directors appointed Mr. Gregory A. Gorospe as the Company’s new Executive Vice President, General Counsel and Secretary, effective as of October 12, 2015. Finally, in addition to our headquarters in Columbus, Ohio, the Company will be opening a new leasing, management and operations office in Indianapolis, Indiana, in December 2015. On June 1, 2015, the Company completed a joint venture transaction with a third party with respect to the ownership and operation of five of the malls and certain related out-parcels acquired in the Merger (see Note 4 - "Investment in Real Estate"). See the “Litigation” section of Note 9 - "Commitments and Contingencies" for a discussion of Merger‑related litigation. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Principles of Consolidation and Combination | 9 Months Ended |
Sep. 30, 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 September 30, 2015 includes the accounts of WPG Inc. 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 the 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 September 30, 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 WPG Inc.'s 2014 Annual Report on Form 10-K. Combined Presentation The financial statements of both WPG Inc. and WPG L.P. are included in this report. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated and combined financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar. The Company believes, therefore, that providing one set of notes for the financial statements of WPG Inc. and WPG L.P. provides the following benefits: • enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business; • eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and • creates time and cost efficiencies through the preparation of one set of notes instead of two separate sets of notes. In addition, in light of the combined notes, the Company believes it is important for investors to understand the few differences between WPG Inc. and WPG L.P. The substantive difference between WPG Inc. and WPG L.P. is the fact that WPG Inc. is a REIT with stock traded on a public exchange, while WPG L.P. is a limited partnership with no publicly traded equity. In the consolidated and combined financial statements, this difference is primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated and combined financial statements of WPG Inc. and WPG L.P. are nearly identical. Accounting for the Separation The results presented for the periods ended September 30, 2014 reflect the aggregate operations and changes in cash flows of the SPG Businesses on a carve-out basis for the period from January 1, 2014 through May 27, 2014 and of the Company on a consolidated basis subsequent to May 27, 2014. 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 (as opposed to consolidated) 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 of the SPG Businesses have been renamed as WPG Inc. or WPG L.P., as the case may be. 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 Inc.'s earnings per common share and WPG L.P.'s earnings per common unit 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 10 - "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 public 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. In connection with the separation, we incurred $39.9 million of expenses, including investment banking, legal, accounting, tax and other professional fees, which are included in spin-off costs for the nine months ended September 30, 2014 in the accompanying consolidated and combined statements of operations and comprehensive income. 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 unaffiliated partner or owner, and the inability of any other unaffiliated 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 the nine months ended September 30, 2015 to any of our 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 the nine months ended September 30, 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 September 30, 2015 , our assets consisted of interests in 121 shopping centers. The consolidated and combined financial statements as of that date reflect the consolidation of 108 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 remaining six properties, or the joint venture properties, using the equity method of accounting, as we have determined that we have significant influence over their operations. We manage the day-to-day operations of the joint venture properties, but do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. We allocate net operating results of WPG L.P. to third parties and to WPG Inc. 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. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.1% and 82.9% for the nine months ended September 30, 2015 and 2014 , respectively. As of September 30, 2015 and December 31, 2014, WPG Inc.'s 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 | 9 Months Ended |
Sep. 30, 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 high credit quality institutions. 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. On June 1, 2015, we completed a joint venture transaction with respect to the ownership and operation of five of our properties (see Note 4 - "Investment in Real Estate"). We held material unconsolidated joint venture ownership interests in six properties as of September 30, 2015 and one property as of 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 Measurement” (“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 6 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 2 inputs. Note 4 - "Investment in Real Estate" 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. Similar Level 3 inputs are used in our impairment analyses noted above and in Note 4 - "Investment in Real Estate." The Company has derivatives that must be measured under the fair value standard (see Note 7 - "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 July 9, 2015, the FASB announced it would defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to permit 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 our consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this standard to have any other effect on our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the third quarter of 2015, resulting in no material impact on our consolidated financial statements. |
Note 4 - Investment in Real Est
Note 4 - Investment in Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 4. Investment in Real Estate The O'Connor Joint Venture On June 1, 2015, we completed a joint venture transaction with O'Connor Mall Partners, L.P. ("O'Connor"), an unaffiliated third party, with respect to the ownership and operation of five of the Company’s malls and certain related out-parcels (the "O'Connor Joint Venture") acquired in the Merger, which were valued at approximately $1.625 billion, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place® located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas (collectively the "O'Connor Properties"). Under the terms of the joint venture agreement, we retained a 51% interest and sold a 49% interest to O'Connor. In addition, the Company received reimbursement for 49% of costs incurred as of June 1, 2015 related to development activity at Scottsdale Quarter®. The transaction generated net proceeds, after taking into consideration the assumption of debt (including the new loans on Pearlridge Center and Scottsdale Quarter®) and costs associated with the transaction, of approximately $432 million (including $28.7 million for the partial reimbursement of the Scottsdale Quarter® development costs), which was used to repay a portion of the Bridge Loan (see Note 6 - "Indebtedness"). Since we no longer control the operations of the O'Connor Properties, we deconsolidated the properties and recorded a gain in connection with this sale of $5.1 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties for the nine months ended September 30, 2015 within the accompanying consolidated and combined statements of operations and comprehensive income. We retained management and leasing responsibilities for the O'Connor Properties. The Merger 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) 547,294 Tenant accounts receivable 14,263 Investment in and advances to unconsolidated real estate entities 15,803 Deferred costs and other assets (including intangibles) 322,977 Accounts payable, accrued expenses, intangibles, and deferred revenue (196,847 ) Distributions payable (2,658 ) Redeemable noncontrolling interests, including preferred units (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: Common operating partnership units issued to limited partners (29,482 ) Less: Cash and cash equivalents acquired (547,294 ) Net cash paid for acquisition $ 958,468 (1) Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility. The consolidated balance sheet at September 30, 2015 contains certain intangible assets associated with the Merger. Intangibles of $90.4 million, which relate primarily to above-market leases and lease in place values (excluding the amounts related to the O'Connor Properties, which were transferred to unconsolidated entities upon deconsolidation on June 1, 2015), are included in “Deferred costs and other assets” at September 30, 2015 . Intangibles of $48.5 million, which are primarily related to below-market leases, are included in “Accounts payable, accrued expense, intangibles, and deferred revenue” at September 30, 2015 . Total revenues and net loss (excluding transaction costs and costs of corporate borrowing) from the properties we acquired in the Merger (including the amounts from the O'Connor Properties for periods prior to the date of the O'Connor Joint Venture transaction) were $46.3 million and $10.4 million, respectively, for the three months ended September 30, 2015 and $186.3 million and $11.8 million, respectively, for the nine months ended September 30, 2015 and are included in the accompanying consolidated and combined statements of operations and comprehensive income. 2015 Acquisition 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. 2014 Acquisitions and Dispositions 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 (In Millions) Gain (In Millions) Whitehall Mall December 1, 2014 Whitehall, PA 50% $ 14.9 $ 10.5 Clay Terrace June 20, 2014 Carmel, IN 50% $ 22.9 $ 46.6 Seven Open-Air Shopping Centers June 18, 2014 Various Various $ 162.0 $ 42.3 We reflected the assets and liabilities of the above 2014 acquisition properties at their estimated fair value on the respective acquisition dates. The purchase price allocations as of September 30, 2015 , which include no material changes from the amounts disclosed as of December 31, 2014 in the Company's 2014 Annual Report on Form 10-K, have been finalized. 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 July 17, 2014, we sold Highland Lakes Center, a wholly owned shopping center in Orlando, Florida, for net proceeds of $20.5 million, resulting in a gain of approximately $9.0 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations and comprehensive income. On June 23, 2014, we sold New Castle Plaza, a wholly owned shopping center in New Castle, Indiana, for net proceeds of $4.4 million, resulting in a gain of approximately $2.4 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations and comprehensive income. 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 upon acquisition of controlling interests and on sale of interests in properties in the consolidated and combined statements of operations and comprehensive income. Intangible Assets and Liabilities Associated with Acquisitions Intangible assets and liabilities as of September 30, 2015 , which were recorded at the respective acquisition dates, are associated with the Company's acquisitions of properties at fair value, including the properties acquired in the Merger. The intangibles associated with properties acquired in the Merger are based upon management's best available information at the time of the preparation of the financial statements. However, the business acquisition accounting for these properties is not complete and, accordingly, such estimates of the value of acquired assets and liabilities are provisional until the valuation is finalized. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuations and complete the purchase price allocations as soon as practicable, but no later than one year from the acquisition date. The gross intangibles recorded as of their respective acquisition dates are comprised of an asset for acquired above-market leases of $40,214 in which the Company is the lessor, a liability for acquired below-market leases of $102,007 in which the Company is the lessor, a liability of $5,490 for an acquired above-market lease in which the Company is the lessee, and an asset for in-place leases for $159,731. The intangibles related to above and below-market leases in which the Company is the lessor are amortized to minimum rents on a straight-line basis over the estimated life of the lease. The above and below-market leases in which the Company is the lessee are amortized to other operating expenses over the life of the non-cancelable lease terms. In-place leases are amortized to depreciation and amortization expense over the life of the leases to which they pertain. Net amortization for all of the acquired intangibles is a decrease to net income in the amount of $5,893 and $1,489 for the three months ended September 30, 2015 and 2014 , respectively, and $18,397 and $4,437 for the nine months ended September 30, 2015 and 2014 , respectively. The table below identifies the types of intangible assets and liabilities, their location on the Consolidated Balance Sheets, their weighted average amortization period, and their book value, which is net of accumulated amortization, as of September 30, 2015 and December 31, 2014 : Balance as of Intangible Asset/Liability Location on the Consolidated Balance Sheets Weighted Average Remaining Amortization (in years) September 30, 2015 December 31, 2014 Above-Market Leases - Company is lessor Deferred costs and other assets 5.6 $ 27,690 $ 17,237 Below-Market Leases - Company is lessor Accounts payable, accrued expenses, intangibles and deferred revenues 11.9 $ 76,356 $ 35,808 Above-Market Lease - Company is lessee Accounts payable, accrued expenses, intangibles and deferred revenues 32.3 $ 5,414 $ — In-Place Leases Deferred costs and other assets 9.1 $ 109,224 $ 38,382 Impairment Loss During the third quarter of 2015, we were informed that a major anchor tenant of Chesapeake Square, located in Chesapeake, Virginia, intends to close their store at the property during the first half of 2016. This impending closure was deemed a triggering event and, therefore, we evaluated the fair value of this property in conjunction with our quarterly impairment review and preparation of our financial statements. The Company used Level 3 inputs within the fair value hierarchy to determine the estimated fair value of this property. In using these inputs, we applied market capitalization rates for similar properties to our estimated future cash flows of the property, taking into consideration the above mentioned impending closure. This analysis yielded a shortfall against net book value. Accordingly, we wrote the value of the investment in real estate down to its estimated fair value of $25.4 million by recording an impairment loss of $9.9 million in the accompanying consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2015. Furthermore, on October 30, 2015, we received a notice of default letter and have commenced discussion with the special servicer regarding the $63.0 million non-recourse mortgage encumbering this property (see Note 6 - "Indebtedness"). 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 O'Connor Joint Venture transaction completed on June 1, 2015 and the 2014 acquisitions listed above also occurred as of January 1, 2014. Additionally, adjustments have been made to reflect the following transactions as if they occurred on January 1, 2014: the issuance of the Notes Payable on March 24, 2015 (see Note 6 - "Indebtedness"), the redemption of all of the outstanding Series G Preferred Shares on April 15, 2015 (see Note 8 - "Equity"), the refinancings of property mortgages on May 21, 2015 (see Note 6 - "Indebtedness"), and the receipt of funds from the New Term Loan on June 4, 2015 (see Note 6 - "Indebtedness"). 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. WPG Inc. Condensed Pro Forma Financial Information (Unaudited) The table below contains information related to the unaudited condensed pro forma financial information of WPG Inc. for the three and nine months ended September 30, 2015 and 2014 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 216,971 $ 215,302 $ 644,866 $ 646,820 Net income attributable to the Company $ 9,492 $ 20,146 $ 30,144 $ 14,985 Net income attributable to common shareholders $ 5,984 $ 16,638 $ 19,504 $ 4,461 Earnings per common share-basic and diluted $ 0.03 $ 0.09 $ 0.11 $ 0.02 Weighted average shares outstanding-basic (in thousands) 184,264 183,992 184,192 183,992 Weighted average shares outstanding-diluted (in thousands) 220,269 219,608 220,157 219,475 WPG L.P. Condensed Pro Forma Financial Information (Unaudited) The table below contains information related to the unaudited condensed pro forma financial information of WPG L.P. for the three and nine months ended September 30, 2015 and 2014 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 216,971 $ 215,302 $ 644,866 $ 646,820 Net income attributable to unitholders $ 10,617 $ 23,232 $ 33,772 $ 15,813 Net income attributable to common unitholders $ 7,109 $ 19,724 $ 23,132 $ 5,289 Earnings per common unit-basic and diluted $ 0.03 $ 0.09 $ 0.11 $ 0.02 Weighted average units outstanding-basic (in thousands) 218,660 218,362 218,584 218,362 Weighted average units outstanding-diluted (in thousands) 220,269 219,608 220,157 219,475 |
Note 5 - Investment in Unconsol
Note 5 - Investment in Unconsolidated Entities, at Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 5. Investment in Unconsolidated Entities, at Equity The Company's investment activity in unconsolidated real estate entities for the nine months ended September 30, 2015 consisted of investments in the following joint ventures listed below: • The O'Connor Joint Venture This investment consists of a 51% interest held by the Company in the O'Connor Joint Venture that owns and operates the O'Connor Properties. One of the properties in this venture, Pearlridge Center, is subject to a ground lease. • The Seminole Joint Venture This investment consists of a 45% interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional mall located in the Orlando, Florida area. The Company's effective financial interest in this property (after preferences) is approximately 11%. • Other Joint Venture The Company also holds an indirect 12.5% ownership interest in certain real estate through a joint venture with an unaffiliated third party. Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates may provide management, development, construction, leasing and legal services for a fee to each of the joint ventures described above. The results for the O'Connor Joint Venture are included below for the period from June 1, 2015 through September 30, 2015 . The results for the joint venture that previously owned Clay Terrace, located in Carmel, Indiana, are included in the results below for the period from January 1, 2014 through June 19, 2014. On June 20, 2014, the Company purchased the remaining ownership interest in this property from its former joint venture partner. As a result, the Company now owns all of the equity interest in this property. The results for the joint venture that previously owned seven open-air shopping centers located in various locations are included in the results below for the period from January 1, 2014 through June 17, 2014. On June 18, 2014, the Company purchased a controlling ownership interest in these properties from its former joint venture partner. As a result, the Company now owns essentially all of the equity interest in these properties. The results for the joint venture that previously owned Whitehall Mall, located in Whitehall, Pennsylvania, are included in the results below for the period from January 1, 2014 through September 30, 2014 . On December 1, 2014, the Company purchased the remaining ownership interest in this property from its former joint venture partner. As a result, the Company now owns all of the equity interest in this property. The results for Seminole Towne Center are included below for all periods presented. The results for the indirect 12.5% ownership interest in certain real estate are included for the period from January 15, 2015 through September 30, 2015 . The following table presents the combined statements of operations for the unconsolidated joint venture properties for the periods indicated above during which the Company accounted for these investments as unconsolidated entities for the three and nine months ended September 30, 2015 and 2014 : For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 46,394 $ 5,639 $ 76,348 $ 36,398 Operating expenses 18,678 2,051 32,523 13,354 Depreciation and amortization 18,335 1,200 29,416 8,500 Operating income 9,381 2,388 14,409 14,544 Interest expense, net (7,554 ) (1,084 ) (11,981 ) (7,919 ) Net income from the Company's unconsolidated real estate entities 1,827 1,304 2,428 6,625 Our share of (loss) income from the Company's unconsolidated real estate entities $ (164 ) $ 99 $ (1,651 ) $ 846 |
Note 6 - Indebtedness
Note 6 - Indebtedness | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Indebtedness Mortgage Debt Total mortgage indebtedness at September 30, 2015 and December 31, 2014 was as follows: September 30, 2015 December 31, 2014 Face amount of mortgage loans $ 1,787,103 $ 1,431,516 Fair value adjustments, net 19,565 3,598 Carrying value of mortgage loans $ 1,806,668 $ 1,435,114 A roll forward of mortgage indebtedness from December 31, 2014 to September 30, 2015 is summarized as follows: Balance, December 31, 2014 $ 1,435,114 Debt assumptions at fair value 1,364,503 Repayment of debt (558,063 ) Debt issuances 390,000 Debt amortization payments (15,184 ) Debt transferred to unconsolidated entities (795,711 ) Amortization of fair value and other adjustments (13,991 ) Balance, September 30, 2015 $ 1,806,668 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. On May 21, 2015, we refinanced Pearlridge Center’s existing $171.0 million mortgage maturing in 2015 with a new $225.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We also refinanced existing debt totaling $195.0 million on Scottsdale Quarter® maturing in 2015 with a new $165.0 million non-recourse, interest-only loan with a 10-year term and a fixed interest rate of 3.53%. We used $21.2 million of the net proceeds from the refinancings to repay a portion of the outstanding balance on the Bridge Loan (defined below). On June 1, 2015, we deconsolidated the O'Connor Properties, thereby transferring $795.7 million of mortgages to unconsolidated entities. On June 30, 2015, we repaid the $20.0 million mezzanine loan on WestShore Plaza through a borrowing on the Revolver (defined below). On July 31, 2015, the Company repaid the $115.0 million mortgage on Clay Terrace and, on August 3, 2015, the Company repaid the $24.5 million mortgage on Bloomingdale Court. The repayments were funded with an additional borrowing on the Revolver (defined below). 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 $900.0 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 $500.0 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. The interest rate on the Facility may vary based on the Company's credit rating. At September 30, 2015 , borrowings under the Facility consisted of $588.8 million outstanding under the Revolver and $500.0 million outstanding under the Term Loan. On September 30, 2015 , we had an aggregate available borrowing capacity of $310.9 million under the Facility, net of $0.3 million reserved for outstanding letters of credit. At September 30, 2015 , the applicable interest rate on the Revolver was one-month LIBOR plus 1.05%, or 1.24%, and the applicable interest rate on the Term Loan was one-month LIBOR plus 1.15%, or 1.34%. Subsequent to September 30, 2015, S&P and Moody's lowered the Company’s credit rating by one grade to BBB-, or Baa3, with a stable outlook. As a result, the interest rate on the Revolver will increase to LIBOR plus 1.25% and the interest rate on the Term Loan will increase to LIBOR plus 1.45%. New Term Loan On June 4, 2015, the Company borrowed $500.0 million under a new unsecured term loan (the "New Term Loan"), pursuant to a commitment received from bank lenders. The New Term Loan bears interest at one-month LIBOR plus 1.15% (1.34% at September 30, 2015) and will mature in March 2020. The interest rate on the New Term Loan may vary based on the Company's credit rating. Subsequent to September 30, 2015, S&P and Moody's lowered the Company’s credit rating by one grade to BBB-, or Baa3, with a stable outlook, as mentioned above. As a result, the interest rate on the New Term Loan will increase to LIBOR plus 1.45%. On June 19, 2015, the Company executed interest rate swap agreements totaling $500.0 million, with an effective date of July 6, 2015, which effectively fixed the interest rate on the New Term Loan at 2.26% (or 2.56% after including the impact of the credit rating decrease) through June 2018. The Company used the proceeds on the New Term Loan to repay the remaining outstanding balance on the Bridge Loan (defined below). 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”). The Bridge Loan had a maturity date of January 14, 2016, the date that is 364 days following the closing date of the Merger. 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 Notes Payable (see below). On May 21, 2015, we repaid $21.2 million of the outstanding borrowings using excess proceeds from the refinancing of the mortgage on Pearlridge Center. On June 2, 2015, we repaid $431.8 million of outstanding borrowings using proceeds from the O'Connor Joint Venture transaction. On June 4, 2015, we repaid the remaining $488.6 million of borrowings using proceeds from the New Term Loan. The Company incurred $10.4 million of Bridge Loan commitment, structuring and funding fees, of which $3.8 million incurred during 2014 were included in deferred costs and other assets in the accompanying consolidated balance sheet as of December 31, 2014 . Upon the full repayment of the Bridge Loan, the Company accelerated amortization of the deferred loan costs, resulting in total amortization of $10.4 million included in interest expense in the accompanying consolidated and combined statements of operations and comprehensive income for the nine months ended September 30, 2015 . Notes Payable On March 24, 2015, WPG L.P. closed on a private placement of $250.0 million of 3.850% senior unsecured notes (the "Notes 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 Notes 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 Notes Payable to be declared immediately due and payable (subject in certain cases to customary grace and cure periods). On October 21, 2015, WPG L.P. completed an offer to exchange (the "Exchange Offer") up to $250.0 million aggregate principal amount of the Notes Payable for a like principal amount of its 3.850% senior unsecured notes that have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"). On October 21, 2015, $250.0 million of Exchange Notes were issued in exchange for $250.0 million aggregate principal amount of the Notes Payable that were tendered in the Exchange Offer. 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 September 30, 2015 , management believes the Company is in compliance with all covenants of its unsecured debt. At September 30, 2015 , certain of our consolidated subsidiaries were the borrowers under 34 non-recourse loans and one partial-recourse loan secured by mortgages encumbering 39 properties, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of six properties. The total balance of mortgages was approximately $1.8 billion as of September 30, 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. On October 8, 2015, we received a notice of default letter, dated October 5, 2015, from the special servicer to the borrower of the $52.9 million mortgage loan secured by Merritt Square Mall, located in Merritt Island, Florida. The letter was sent because the borrower, a consolidated subsidiary of the Company, did not repay the loan in full by its September 1, 2015 maturity date. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options including restructuring, extending and other options. On October 30, 2015, we received a notice of default letter, dated October 30, 2015, from the special servicer to the borrower concerning the $63.0 million mortgage loan that matures on February 1, 2017 and is secured by Chesapeake Square, located in Chesapeake, Virginia. The default resulted from an operating cash flow shortfall at the property in October 2015 that the borrower, a consolidated subsidiary of the Company, did not cure. The borrower has initiated discussions with the special servicer regarding this non-recourse CMBS loan and is considering various options. At September 30, 2015 , management believes the applicable borrowers under our other 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 $1.6 billion and $1.4 billion as of September 30, 2015 and December 31, 2014 , respectively. The fair values of these financial instruments and the related discount rate assumptions as of September 30, 2015 and December 31, 2014 are summarized as follows: September 30, 2015 December 31, 2014 Fair value of fixed-rate mortgages $1,698,149 $1,503,944 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.28 % 3.36 % |
Note 7 - Derivative Financial I
Note 7 - Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 7. 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 recognized $193 of hedge ineffectiveness as an increase to earnings during the three and nine months ended September 30, 2015. There was no hedge ineffectiveness in earnings during the three and nine months ended September 30, 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 $3.5 million will be reclassified as an increase to interest expense. During the nine months ended September 30, 2015 , the Company entered into five three-year swaps, two five-year forward starting swaps and two ten-year forward starting swaps. The two five-year forward starting swaps were terminated upon the private placement of the Notes Payable during the nine months ended September 30, 2015 . The two ten-year forward starting swaps were terminated on September 9, 2015. As of September 30, 2015 , the Company had five outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $500,000. 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 September 30, 2015 : Derivatives designated as hedging instruments: Balance Sheet Location As of September 30, 2015 Interest rate products Liability Derivatives Accounts payable, accrued expenses, intangibles and deferred revenues $ 4,049 The liability derivative instruments were reported at their fair value of $4,049 in accounts payable, accrued expenses, intangibles, and deferred revenues at September 30, 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 AOCI will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings. During the three months ended September 30, 2015 , the Company amortized $30 of OCI into interest expense related to the five-year swaps associated with the Notes Payable. The Company recognized OCL of $3.8 million related to the two ten-year forward starting swaps that were terminated on September 9, 2015. The Company recognized additional OCL of $3.9 million, net of $1.1 million of reclassifications to interest expense, for the five remaining three-year swaps associated with the New Term Loan to adjust the carrying amount of the interest rate swaps to their fair values at September 30, 2015 . There was no derivative activity during 2014. During the nine months ended September 30, 2015 , the Company recognized OCI of $593, of which $62 has been amortized into interest expense, related to the five-year swaps associated with the Notes Payable. The Company recognized OCI of $37 related to the two remaining ten-year forward starting swaps that were terminated on September 9, 2015. The Company recognized OCL of $5.2 million, of which $1.1 million has been amortized into interest expense, related to the five remaining three-year swaps associated with the New Term Loan. There was no derivative activity during 2014. The tables below present the effect of the Company's derivative financial instruments on the consolidated and combined statements of operations and comprehensive income for the three and nine months ended September 30, 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 AOCL into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCL 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) Three Months Ending Three Months Ending Three Months Ending September 30, September 30, September 30, 2015 2015 2015 Interest rate products $ (8,771 ) Interest expense $ 1,080 Interest expense $ 193 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 AOCL into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCL 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) Nine Months Ending Nine Months Ending Nine Months Ending September 30, September 30, September 30, 2015 2015 2015 Interest rate products $ (4,528 ) Interest expense $ 1,048 Interest expense $ 193 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 September 30, 2015 , the Company has two interest rate derivatives with a combined notional amount of $122,500 that are not designated as cash flow hedges. These non-designated hedges consist of two interest rate caps that were assumed in the Merger. The fair value of these hedges as of September 30, 2015 is zero and there has been no change in fair value for the three and nine months ended September 30, 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 September 30, 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 $4.6 million. As of September 30, 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 September 30, 2015 , it would have been required to settle its obligations under the agreements at their termination value of $4.6 million. 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 September 30, 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 assets and liabilities measured at fair value as of September 30, 2015 aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at September 30, 2015 Liability Derivatives $ — $ 4,049 $ — $ 4,049 |
Note 8 - Equity
Note 8 - Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. 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 Inc.'s ownership is now classified under the typical stockholders' equity classifications of common stock, capital in excess of par value and retained earnings, while WPG L.P.'s ownership has always been reflected under typical partnership classifications. Related to the separation, 155,162,597 shares of WPG Inc. common stock were issued to shareholders of SPG, with a like number of common units issued by WPG L.P. to WPG Inc. as consideration for the common shares issued, and 31,575,487 WPG L.P. common units were issued to limited partners of SPG L.P. The Merger Related to the Merger completed on January 15, 2015, WPG Inc. 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 (the "Series H Preferred Shares") and 3,800,000 shares of 6.875% Series I Cumulative Redeemable Preferred Stock (the "Series I Preferred Shares"), and WPG L.P. issued to WPG Inc. a like number of common and preferred units as consideration for the common and preferred shares issued. Additionally, WPG L.P. issued to limited partners 1,621,695 common units and 130,592 WPG L.P. 7.3% 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, WPG Inc. redeemed all of the 4,700,000 issued and outstanding Series G Preferred Shares, resulting in WPG L.P. redeeming a like number of preferred units under terms identical to those of the Series G Preferred Shares described below. 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, at their option, 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 WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as 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 WPG Inc.'s common stock at that time. At September 30, 2015 , WPG Inc. had reserved 34,855,854 shares of common stock for possible issuance upon the exchange of units held by limited partners. The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity. Stock Based Compensation On May 28, 2014, WPG Inc.'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 Inc., 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 nine months ended September 30, 2015 , the Company awarded 203,215 time-vested LTIP units ("Inducement LTIP Units") to certain executive officers and employees 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, except in certain instances that result in accelerated vesting due to severance arrangements. Performance Based Awards During the nine months ended September 30, 2015 , the Company authorized the award of LTIP units subject to certain market conditions under ASC 718 ("Performance LTIP Units") to certain executive officers and employees in the maximum total amount of 304,818 units, to be earned and related fair value expensed over the applicable performance periods, except in certain instances that result in accelerated vesting due to severance arrangements. 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. 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. The fair value of the awards will be expensed over the period from March 27, 2015 when service began through the end of the vesting period, except in certain instances that result in accelerated vesting due to severance arrangements. 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 Shares of approximately $4.3 million and $9.3 million for the three and nine months ended September 30, 2015 , respectively, and approximately $1.2 million and $1.3 million for the three and nine months ended September 30, 2014 , respectively, which expense is included in general and administrative expense and merger and transaction costs in the accompanying consolidated and combined statements of operations and comprehensive 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 nine months ended September 30, 2015 , 393,000 stock options were granted from the Plan to employees, employees exercised 199,078 stock options and 157,584 stock options were canceled, forfeited or expired. As of September 30, 2015 , there were 1,161,352 stock options outstanding. Distributions On January 22, 2015, the Company paid a cash distribution of $0.14 per common share/unit for the period from November 26, 2014 through January 14, 2015. On December 24, 2014, WPG Inc.’s Board of Directors had declared the distribution, which was contingent on the closing of the Merger, to shareholders and unitholders of record on January 14, 2015. The distribution represents the first quarter 2015 regular quarterly distribution prorated for the distribution period prior to the Merger. On February 24, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit: Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units (1) $0.1100 March 31, 2015 March 6, 2015 March 16, 2015 Series G Preferred Shares/Units $0.5078 March 31, 2015 March 31, 2015 April 15, 2015 Series H Preferred Shares/Units $0.4688 March 31, 2015 March 31, 2015 April 15, 2015 Series I Preferred Shares/Units $0.4297 March 31, 2015 March 31, 2015 April 15, 2015 Series I‑1 Preferred Units $0.4563 March 31, 2015 March 31, 2015 April 15, 2015 (1) Represents a prorated distribution for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub distribution paid on January 22, 2015. On May 21, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit: Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 June 30, 2015 June 3, 2015 June 15, 2015 Series H Preferred Shares/Units $0.4688 June 30, 2015 June 30, 2015 July 15, 2015 Series I Preferred Shares/Units $0.4297 June 30, 2015 June 30, 2015 July 15, 2015 Series I‑1 Preferred Units $0.4563 June 30, 2015 June 30, 2015 July 15, 2015 On August 3, 2015, WPG Inc.’s Board of Directors declared the following cash distributions per share/unit: Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 September 30, 2015 September 2, 2015 September 15, 2015 Series H Preferred Shares/Units (2) $0.4688 September 30, 2015 September 30, 2015 October 15, 2015 Series I Preferred Shares/Units (2) $0.4297 September 30, 2015 September 30, 2015 October 15, 2015 Series I‑1 Preferred Units (2) $0.4563 September 30, 2015 September 30, 2015 October 15, 2015 (2) Amounts total $3.0 million and are recorded as distributions payable in the accompanying consolidated balance sheet as of September 30, 2015 . |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. 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 were 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 then members of the Glimcher Board of Trustees (the "trustees"), 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 Securities and Exchange Commission (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 sought, 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 SEC on December 23, 2014. On January 12, 2015, at the Special Meeting of Glimcher shareholders, the shareholders voted to approve the Merger, and on January 15, 2015 the Merger 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 was subject to customary conditions, including court approval following notice to Glimcher’s common shareholders. 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 accrued $445 related to this matter, which expense is included in merger and transaction costs for the nine months ended September 30, 2015 in the accompanying consolidated and combined statements of operations and comprehensive income. On June 17, 2015, plaintiffs’ counsel requested a fee award of $425 plus expenses of $18, which amounts were covered by our previously recorded accrual. A hearing was held on July 17, 2015 at which the Circuit Court for Baltimore City considered the fairness, reasonableness, and adequacy of the settlement. Following the hearing, the court issued an Order and Final Judgment approving the settlement and dismissing the Consolidated Action. The Order and Final Judgment approved plaintiffs’ fee award and expenses in the aggregate amount of $443, which the Company paid on July 23, 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 10 - Related Party Transac
Note 10 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions Transactions with SPG 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 the 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 our legacy SPG 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 September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Property management and common costs, services and other $ 5,435 $ 5,515 $ 17,984 $ 15,325 Insurance premiums $ 2,269 $ 2,351 $ 6,807 $ 6,790 Advertising and promotional programs $ 191 $ 196 $ 620 $ 639 Capitalized leasing and development fees $ 2,723 $ 1,176 $ 6,531 $ 7,341 Charges for unconsolidated properties for each of the periods presented are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Property management costs, services and other $ 209 $ 241 $ 622 $ 2,010 Insurance premiums $ 3 $ 14 $ 9 $ 123 Advertising and promotional programs $ 12 $ 10 $ 32 $ 36 Capitalized leasing and development fees $ 6 $ 8 $ 18 $ 162 At September 30, 2015 and December 31, 2014 , $3,867 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. Transactions with the O'Connor Joint Venture As described in the O'Connor Joint Venture section within Note 4 - "Investment in Real Estate," we retained management, leasing and development responsibilities for the O'Connor Properties. Related to performing these services, we earned fees of $1.3 million and $2.1 million for the three and nine months ended September 30, 2015, respectively, which are included in other income in the accompanying consolidated and combined statements of operations and comprehensive income. Advances to the O'Connor Joint Venture totaled $9.8 million as of September 30, 2015, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheet. Management deems this balance to be collectible and anticipates repayment within one year. |
Note 11 - Earnings (Loss) Per C
Note 11 - Earnings (Loss) Per Common Share/Unit | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 11. Earnings (Loss) Per Common Share/Unit WPG Inc. Earnings (Loss) Per Common Share We determine WPG Inc.'s basic earnings (loss) per common 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 WPG Inc.'s diluted earnings (loss) 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 WPG Inc.'s basic and diluted earnings (loss) per common share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Earnings (Loss) Per Common Share, Basic: Net income (loss) attributable to common shareholders - basic $ 4,057 $ 32,201 $ (4,312 ) $ 136,394 Weighted average shares outstanding - basic 184,263,963 155,162,597 182,713,706 155,162,597 Earnings (loss) per common share, basic $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 Earnings (Loss) Per Common Share, Diluted: Net income (loss) attributable to common shareholders - basic $ 4,057 $ 32,201 $ (4,312 ) $ 136,394 Net income (loss) attributable to common unitholders 581 6,620 (667 ) 28,210 Net income (loss) attributable to common shareholders - diluted $ 4,638 $ 38,821 $ (4,979 ) $ 164,604 Weighted average common shares outstanding - basic 184,263,963 155,162,597 182,713,706 155,162,597 Weighted average operating partnership units outstanding 34,396,029 32,749,165 34,308,286 32,018,303 Weighted average additional dilutive securities outstanding 1,544,428 205,893 — 72,761 Weighted average common shares outstanding - diluted 220,204,420 188,117,655 217,021,992 187,253,661 Earnings (loss) per common share, diluted $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 For the three and nine months ended September 30, 2015 and 2014 , additional potentially dilutive securities include unvested restricted shares, outstanding stock options, restricted stock units and performance based and annual LTIP unit awards. For the nine months ended September 30, 2015, diluted shares exclude the impact of any such securities because their effect would be anti-dilutive. We accrue dividends when they are declared. WPG L.P. Earnings (Loss) Per Common Unit We determine WPG L.P.'s basic earnings (loss) per common unit based on the weighted average number of shares of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted earnings (loss) per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible. As described in Note 1 - "Organization," the common 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 WPG L.P.'s basic and diluted earnings (loss) per common unit: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Earnings (Loss) Per Common Unit, Basic and Diluted: Net income (loss) attributable to common unitholders - basic and diluted $ 4,638 $ 38,821 $ (4,979 ) $ 164,604 Weighted average common units outstanding - basic 218,659,992 187,911,762 217,021,992 187,180,900 Weighted average additional dilutive securities outstanding 1,544,428 205,893 — 72,761 Weighted average shares outstanding - diluted 220,204,420 188,117,655 217,021,992 187,253,661 Earnings (loss) per common unit, basic and diluted $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 For the three and nine months ended September 30, 2015 and 2014 , additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s unvested restricted shares, outstanding stock options and restricted stock units, and WPG L.P.'s performance based and annual LTIP unit awards. For the nine months ended September 30, 2015, diluted shares exclude the impact of any such securities because their effect would be anti-dilutive. We accrue distributions when they are declared. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. Subsequent Events On October 1, 2015, the Company exercised the first of two options to extend the maturity date of the mortgage loan on WestShore Plaza for one year. The extended maturity date is October 1, 2016. On November 2, 2015, the Company received in excess of $320.0 million of non-binding commitments in support of an additional new unsecured seven-year term loan. Based on the Company's current debt levels, pricing will initially be set at LIBOR plus 180 basis points. The Company expects to close on the additional term loan during the fourth quarter of 2015, and plans to use the proceeds from this term loan to repay existing indebtedness and for other general corporate purposes. On November 2, 2015, the WPG Inc.'s Board of Directors declared the following cash distributions per share/unit: Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 December 31, 2015 December 2, 2015 December 15, 2015 Series H Preferred Shares/Units $0.4688 December 31, 2015 December 31, 2015 January 15, 2016 Series I Preferred Shares/Units $0.4297 December 31, 2015 December 31, 2015 January 15, 2016 Series I‑1 Preferred Units $0.4563 December 31, 2015 December 31, 2015 January 15, 2016 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 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 high credit quality institutions. 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. On June 1, 2015, we completed a joint venture transaction with respect to the ownership and operation of five of our properties (see Note 4 - "Investment in Real Estate"). We held material unconsolidated joint venture ownership interests in six properties as of September 30, 2015 and one property as of 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 Measurement” (“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 6 - "Indebtedness" includes a discussion of the fair value of debt measured using Level 2 inputs. Note 4 - "Investment in Real Estate" 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. Similar Level 3 inputs are used in our impairment analyses noted above and in Note 4 - "Investment in Real Estate." The Company has derivatives that must be measured under the fair value standard (see Note 7 - "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 July 9, 2015, the FASB announced it would defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also decided to permit 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 our consolidated balance sheets by amounts classified as deferred debt issuance costs, but do not expect this standard to have any other effect on our consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company elected to early adopt this ASU in the third quarter of 2015, resulting in no material impact on our consolidated financial statements. |
Note 4 - Investment in Real E23
Note 4 - Investment in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 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) 547,294 Tenant accounts receivable 14,263 Investment in and advances to unconsolidated real estate entities 15,803 Deferred costs and other assets (including intangibles) 322,977 Accounts payable, accrued expenses, intangibles, and deferred revenue (196,847 ) Distributions payable (2,658 ) Redeemable noncontrolling interests, including preferred units (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: Common operating partnership units issued to limited partners (29,482 ) Less: Cash and cash equivalents acquired (547,294 ) Net cash paid for acquisition $ 958,468 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Shopping Center Name Acquisition Date Location Percent Acquired Purchase Price (In Millions) Gain (In Millions) Whitehall Mall December 1, 2014 Whitehall, PA 50% $ 14.9 $ 10.5 Clay Terrace June 20, 2014 Carmel, IN 50% $ 22.9 $ 46.6 Seven Open-Air Shopping Centers June 18, 2014 Various Various $ 162.0 $ 42.3 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Balance as of Intangible Asset/Liability Location on the Consolidated Balance Sheets Weighted Average Remaining Amortization (in years) September 30, 2015 December 31, 2014 Above-Market Leases - Company is lessor Deferred costs and other assets 5.6 $ 27,690 $ 17,237 Below-Market Leases - Company is lessor Accounts payable, accrued expenses, intangibles and deferred revenues 11.9 $ 76,356 $ 35,808 Above-Market Lease - Company is lessee Accounts payable, accrued expenses, intangibles and deferred revenues 32.3 $ 5,414 $ — In-Place Leases Deferred costs and other assets 9.1 $ 109,224 $ 38,382 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 216,971 $ 215,302 $ 644,866 $ 646,820 Net income attributable to the Company $ 9,492 $ 20,146 $ 30,144 $ 14,985 Net income attributable to common shareholders $ 5,984 $ 16,638 $ 19,504 $ 4,461 Earnings per common share-basic and diluted $ 0.03 $ 0.09 $ 0.11 $ 0.02 Weighted average shares outstanding-basic (in thousands) 184,264 183,992 184,192 183,992 Weighted average shares outstanding-diluted (in thousands) 220,269 219,608 220,157 219,475 Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 216,971 $ 215,302 $ 644,866 $ 646,820 Net income attributable to unitholders $ 10,617 $ 23,232 $ 33,772 $ 15,813 Net income attributable to common unitholders $ 7,109 $ 19,724 $ 23,132 $ 5,289 Earnings per common unit-basic and diluted $ 0.03 $ 0.09 $ 0.11 $ 0.02 Weighted average units outstanding-basic (in thousands) 218,660 218,362 218,584 218,362 Weighted average units outstanding-diluted (in thousands) 220,269 219,608 220,157 219,475 |
Note 5 - Investment in Uncons24
Note 5 - Investment in Unconsolidated Entities, at Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Total revenues $ 46,394 $ 5,639 $ 76,348 $ 36,398 Operating expenses 18,678 2,051 32,523 13,354 Depreciation and amortization 18,335 1,200 29,416 8,500 Operating income 9,381 2,388 14,409 14,544 Interest expense, net (7,554 ) (1,084 ) (11,981 ) (7,919 ) Net income from the Company's unconsolidated real estate entities 1,827 1,304 2,428 6,625 Our share of (loss) income from the Company's unconsolidated real estate entities $ (164 ) $ 99 $ (1,651 ) $ 846 |
Note 6 - Indebtedness (Tables)
Note 6 - Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2015 December 31, 2014 Face amount of mortgage loans $ 1,787,103 $ 1,431,516 Fair value adjustments, net 19,565 3,598 Carrying value of mortgage loans $ 1,806,668 $ 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 (558,063 ) Debt issuances 390,000 Debt amortization payments (15,184 ) Debt transferred to unconsolidated entities (795,711 ) Amortization of fair value and other adjustments (13,991 ) Balance, September 30, 2015 $ 1,806,668 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | September 30, 2015 December 31, 2014 Fair value of fixed-rate mortgages $1,698,149 $1,503,944 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.28 % 3.36 % |
Note 7 - Derivative Financial26
Note 7 - Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block] | Derivatives designated as hedging instruments: Balance Sheet Location As of September 30, 2015 Interest rate products Liability Derivatives Accounts payable, accrued expenses, intangibles and deferred revenues $ 4,049 |
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 AOCL into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCL 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) Three Months Ending Three Months Ending Three Months Ending September 30, September 30, September 30, 2015 2015 2015 Interest rate products $ (8,771 ) Interest expense $ 1,080 Interest expense $ 193 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 AOCL into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCL 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) Nine Months Ending Nine Months Ending Nine Months Ending September 30, September 30, September 30, 2015 2015 2015 Interest rate products $ (4,528 ) Interest expense $ 1,048 Interest expense $ 193 |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at September 30, 2015 Liability Derivatives $ — $ 4,049 $ — $ 4,049 |
Note 8 - Equity (Tables)
Note 8 - Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Dividends Declared [Table Text Block] | Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units (1) $0.1100 March 31, 2015 March 6, 2015 March 16, 2015 Series G Preferred Shares/Units $0.5078 March 31, 2015 March 31, 2015 April 15, 2015 Series H Preferred Shares/Units $0.4688 March 31, 2015 March 31, 2015 April 15, 2015 Series I Preferred Shares/Units $0.4297 March 31, 2015 March 31, 2015 April 15, 2015 Series I‑1 Preferred Units $0.4563 March 31, 2015 March 31, 2015 April 15, 2015 Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 June 30, 2015 June 3, 2015 June 15, 2015 Series H Preferred Shares/Units $0.4688 June 30, 2015 June 30, 2015 July 15, 2015 Series I Preferred Shares/Units $0.4297 June 30, 2015 June 30, 2015 July 15, 2015 Series I‑1 Preferred Units $0.4563 June 30, 2015 June 30, 2015 July 15, 2015 Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 September 30, 2015 September 2, 2015 September 15, 2015 Series H Preferred Shares/Units (2) $0.4688 September 30, 2015 September 30, 2015 October 15, 2015 Series I Preferred Shares/Units (2) $0.4297 September 30, 2015 September 30, 2015 October 15, 2015 Series I‑1 Preferred Units (2) $0.4563 September 30, 2015 September 30, 2015 October 15, 2015 |
Note 10 - Related Party Trans28
Note 10 - Related Party Transactions (Tables) - Simon Property Group, Inc. [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Consolidated Properties [Member] | |
Note 10 - Related Party Transactions (Tables) [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Property management and common costs, services and other $ 5,435 $ 5,515 $ 17,984 $ 15,325 Insurance premiums $ 2,269 $ 2,351 $ 6,807 $ 6,790 Advertising and promotional programs $ 191 $ 196 $ 620 $ 639 Capitalized leasing and development fees $ 2,723 $ 1,176 $ 6,531 $ 7,341 |
Unconsolidated Properties [Member] | |
Note 10 - Related Party Transactions (Tables) [Line Items] | |
Schedule of Related Party Transactions [Table Text Block] | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Property management costs, services and other $ 209 $ 241 $ 622 $ 2,010 Insurance premiums $ 3 $ 14 $ 9 $ 123 Advertising and promotional programs $ 12 $ 10 $ 32 $ 36 Capitalized leasing and development fees $ 6 $ 8 $ 18 $ 162 |
Note 11 - Earnings (Loss) Per29
Note 11 - Earnings (Loss) Per Common Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Earnings (Loss) Per Common Share, Basic: Net income (loss) attributable to common shareholders - basic $ 4,057 $ 32,201 $ (4,312 ) $ 136,394 Weighted average shares outstanding - basic 184,263,963 155,162,597 182,713,706 155,162,597 Earnings (loss) per common share, basic $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 Earnings (Loss) Per Common Share, Diluted: Net income (loss) attributable to common shareholders - basic $ 4,057 $ 32,201 $ (4,312 ) $ 136,394 Net income (loss) attributable to common unitholders 581 6,620 (667 ) 28,210 Net income (loss) attributable to common shareholders - diluted $ 4,638 $ 38,821 $ (4,979 ) $ 164,604 Weighted average common shares outstanding - basic 184,263,963 155,162,597 182,713,706 155,162,597 Weighted average operating partnership units outstanding 34,396,029 32,749,165 34,308,286 32,018,303 Weighted average additional dilutive securities outstanding 1,544,428 205,893 — 72,761 Weighted average common shares outstanding - diluted 220,204,420 188,117,655 217,021,992 187,253,661 Earnings (loss) per common share, diluted $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Earnings (Loss) Per Common Unit, Basic and Diluted: Net income (loss) attributable to common unitholders - basic and diluted $ 4,638 $ 38,821 $ (4,979 ) $ 164,604 Weighted average common units outstanding - basic 218,659,992 187,911,762 217,021,992 187,180,900 Weighted average additional dilutive securities outstanding 1,544,428 205,893 — 72,761 Weighted average shares outstanding - diluted 220,204,420 188,117,655 217,021,992 187,253,661 Earnings (loss) per common unit, basic and diluted $ 0.02 $ 0.21 $ (0.02 ) $ 0.88 |
Note 12 - Subsequent Events (Ta
Note 12 - Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Note 12 - Subsequent Events (Tables) [Line Items] | |
Dividends Declared [Table Text Block] | Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units (1) $0.1100 March 31, 2015 March 6, 2015 March 16, 2015 Series G Preferred Shares/Units $0.5078 March 31, 2015 March 31, 2015 April 15, 2015 Series H Preferred Shares/Units $0.4688 March 31, 2015 March 31, 2015 April 15, 2015 Series I Preferred Shares/Units $0.4297 March 31, 2015 March 31, 2015 April 15, 2015 Series I‑1 Preferred Units $0.4563 March 31, 2015 March 31, 2015 April 15, 2015 Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 June 30, 2015 June 3, 2015 June 15, 2015 Series H Preferred Shares/Units $0.4688 June 30, 2015 June 30, 2015 July 15, 2015 Series I Preferred Shares/Units $0.4297 June 30, 2015 June 30, 2015 July 15, 2015 Series I‑1 Preferred Units $0.4563 June 30, 2015 June 30, 2015 July 15, 2015 Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 September 30, 2015 September 2, 2015 September 15, 2015 Series H Preferred Shares/Units (2) $0.4688 September 30, 2015 September 30, 2015 October 15, 2015 Series I Preferred Shares/Units (2) $0.4297 September 30, 2015 September 30, 2015 October 15, 2015 Series I‑1 Preferred Units (2) $0.4563 September 30, 2015 September 30, 2015 October 15, 2015 |
Subsequent Event [Member] | |
Note 12 - Subsequent Events (Tables) [Line Items] | |
Dividends Declared [Table Text Block] | Security Type Distribution per Share/Unit For the Quarter Ended Record Date Payable Date Common Shares/Units $0.2500 December 31, 2015 December 2, 2015 December 15, 2015 Series H Preferred Shares/Units $0.4688 December 31, 2015 December 31, 2015 January 15, 2016 Series I Preferred Shares/Units $0.4297 December 31, 2015 December 31, 2015 January 15, 2016 Series I‑1 Preferred Units $0.4563 December 31, 2015 December 31, 2015 January 15, 2016 |
Note 1 - Organization (Details)
Note 1 - Organization (Details) $ / shares in Units, $ in Thousands, ft² in Millions | Jan. 15, 2015USD ($)ft²$ / sharesshares | May. 28, 2014 | Sep. 30, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)ft² | Jun. 01, 2015 | Feb. 28, 2014 |
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% | ||||||||
Business Combination, Integration Related Costs | $ 2,448 | $ 2,500 | $ 28,161 | $ 2,500 | $ 8,800 | ||||
Restructuring and Related Cost, Expected Cost | 8,000 | 8,000 | |||||||
Severance Costs | $ 1,700 | $ 5,900 | |||||||
Simon Property Group, Inc. [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Percentage of Entity Common Shares Distributed From Former Parent | 100.00% | ||||||||
O'Connor Joint Venture [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 5 | ||||||||
Glimcher Realty Trust [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 25 | ||||||||
Business Combination, Consideration Transferred | $ 4,200,000 | ||||||||
Area of Real Estate Property | ft² | 17.2 | ||||||||
Per Share Payments to Acquire Businesses, Gross | $ / shares | $ 14.02 | ||||||||
Business Combination, Consideration Transferred in Cash Per Share | $ / shares | $ 10.40 | ||||||||
Business Acquisition, Equity Interests Issued or Issuable, Number of Shares Issued for Each Share Held in Acquiree Entity | shares | 0.1989 | ||||||||
Business Acquisition, Share Price | $ / shares | $ 3.62 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 29,942,877 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1,358,184 | ||||||||
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 | ||||||||
Shopping Centers [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 121 | 121 | |||||||
Shopping Centers [Member] | Ownership Interest Transfered [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 98 | ||||||||
Shopping Centers [Member] | Glimcher Realty Trust [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 23 | ||||||||
Area of Real Estate Property | ft² | 15.8 | ||||||||
Additional Mortgages on Properties Acquired | 14 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1,400,000 | ||||||||
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] | Ownership Interest Distributed [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 98 | ||||||||
Simon Property Group, Inc. [Member] | Jersey Gardens Mall and UPV Mall [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Business Combination, Consideration Transferred | 1,090,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 405,000 | ||||||||
Simon Property Group, Inc. [Member] | Shopping Centers [Member] | Ownership Interest Sold [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 1 | ||||||||
WP Glimcher [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Number of Real Estate Properties | 121 | 121 | |||||||
Area of Real Estate Property | ft² | 69 | 69 | |||||||
Washington Prime [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Area of Real Estate Property | ft² | 53 | ||||||||
Glimcher Operating Partnership [Member] | Glimcher Realty Trust [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Conversion Ratio Upon Merger | 0.7431 | ||||||||
Employee Severance [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Restructuring and Related Cost, Expected Cost | $ 4,000 | $ 4,000 | |||||||
Stock Compensation Benefits [Member] | |||||||||
Note 1 - Organization (Details) [Line Items] | |||||||||
Restructuring and Related Cost, Expected Cost | $ 4,000 | $ 4,000 |
Note 2 - Basis of Presentatio32
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014 | |
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Business Combination, Acquisition Related Costs (in Dollars) | $ 0 | $ 0 | $ 0 | $ 39,931 | |
Threshold Ownership Interest in Which Entity Controls that Properties are Included in Financial Statements | 100.00% | ||||
Shopping Centers [Member] | |||||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Number of Real Estate Properties | 121 | 121 | |||
Wholly Owned Properties [Member] | |||||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Number of Real Estate Properties | 108 | 108 | |||
Partially Owned Properties [Member] | |||||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Number of Real Estate Properties | 7 | 7 | |||
Corporate Joint Venture [Member] | |||||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Number of Real Estate Properties | 6 | 6 | |||
WPG L.P. [Member] | |||||
Note 2 - Basis of Presentation and Principles of Consolidation and Combination (Details) [Line Items] | |||||
Business Combination, Acquisition Related Costs (in Dollars) | $ 0 | $ 0 | $ 0 | $ 39,931 | |
Noncontrolling Interest, Ownership Percentage by Parent | 84.20% | 84.20% | 82.40% | ||
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 | 84.10% | 82.90% | 84.10% | 82.90% |
Note 3 - Summary of Significa33
Note 3 - Summary of Significant Accounting Policies (Details) | 9 Months Ended | ||
Sep. 30, 2015 | Jun. 01, 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 | ||
Unconsolidated Properties [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of Real Estate Properties | 6 | 1 | |
O'Connor Joint Venture [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of Real Estate Properties | 5 | ||
Glimcher Realty Trust [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of Real Estate Properties | 25 | ||
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 | ||
Minimum [Member] | Building and Building Improvements [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Minimum [Member] | Equipment and Fixture [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | Building and Building Improvements [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Maximum [Member] | Equipment and Fixture [Member] | |||
Note 3 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years |
Note 4 - Investment in Real E34
Note 4 - Investment in Real Estate (Details) $ in Thousands | Jun. 01, 2015USD ($) | Jan. 15, 2015USD ($) | Jan. 13, 2015USD ($) | Jul. 14, 2014USD ($) | Jun. 23, 2014USD ($) | Feb. 28, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Oct. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Amortization of Intangible Assets | $ 5,893 | $ 1,489 | $ 18,397 | $ 4,437 | ||||||||
Impairment of Real Estate | 9,859 | $ 0 | 9,859 | $ 0 | ||||||||
Real Estate Investment Property, Net | $ 4,580,309 | 4,580,309 | $ 3,178,736 | |||||||||
O'Connor Joint Venture [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Number of Real Estate Properties | 5 | |||||||||||
Real Estate Investments, Joint Ventures | $ 1,625,000 | |||||||||||
Joint Venture Interest, Ownership Percentage by Parent | 51.00% | |||||||||||
Joint Venture Interest, Ownership Percentage by Third Party | 49.00% | |||||||||||
Proceeds from Real Estate and Real Estate Joint Ventures After Assumption of Debt and Transaction Costs | $ 432,000 | |||||||||||
Real Estate Joint Venture, Development Costs Reimbursed | 28,700 | |||||||||||
Glimcher Credit Facility [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Repayments of Lines of Credit | $ 155,000 | |||||||||||
Other Income [Member] | O'Connor Joint Venture [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Gain (Loss) on Sale of Interest in Projects | $ 5,100 | |||||||||||
Shopping Centers [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Number of Real Estate Properties | 121 | 121 | ||||||||||
Glimcher Realty Trust [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Number of Real Estate Properties | 25 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 46,300 | $ 186,300 | ||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | (10,400) | (11,800) | ||||||||||
Business Combination, Consideration Transferred | $ 4,200,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1,358,184 | |||||||||||
Glimcher Realty Trust [Member] | Shopping Centers [Member] | ||||||||||||
Note 4 - Investment in Real Estate (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 | |||||||||||
Canyon View Marketplace [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 10,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 5,500 | |||||||||||
Deferred Costs and Other Assets [Member] | Glimcher Realty Trust [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 90,400 | 90,400 | ||||||||||
Accounts Payable, Accrued Expenses, Intangibles, and Deferred Revenues [Member] | Glimcher Realty Trust [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Liabilities | 48,500 | 48,500 | ||||||||||
Simon Property Group, Inc. [Member] | Shopping Centers [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Number Of Real Estate Properties Disposed | 1 | |||||||||||
Gain (Loss) on Disposition of Assets | $ 200 | |||||||||||
Above Market Leases, Lessor [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Gross | 40,214 | 40,214 | ||||||||||
Below Market Leases, Lessor [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Liabilities, Gross | 102,007 | 102,007 | ||||||||||
Above Market Leases, Lessee [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Liabilities, Gross | 5,490 | 5,490 | ||||||||||
Leases, Acquired-in-Place [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Finite-Lived Intangible Assets, Gross | 159,731 | 159,731 | ||||||||||
Scottsdale Quarter [Member] | O'Connor Joint Venture [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Real Estate Joint Venture, Development Costs Reimbursed, Percentage | 49.00% | |||||||||||
Highland Lakes Center [Member] | Consolidated Properties [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Proceeds from Sale of Real Estate | $ 20,500 | |||||||||||
Gain (Loss) on Sale of Properties | $ 9,000 | |||||||||||
New Castle Plaza [Member] | Consolidated Properties [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Proceeds from Sale of Real Estate | $ 4,400 | |||||||||||
Gain (Loss) on Sale of Properties | $ 2,400 | |||||||||||
Chesapeake Square Mall [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Impairment of Real Estate | 9,900 | 9,900 | ||||||||||
Real Estate Investment Property, Net | $ 25,400 | $ 25,400 | ||||||||||
Chesapeake Square Mall [Member] | Subsequent Event [Member] | ||||||||||||
Note 4 - Investment in Real Estate (Details) [Line Items] | ||||||||||||
Non-Recourse Debt | $ 63,000 |
Note 4 - Investment in Real E35
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation - USD ($) $ in Thousands | Jan. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation [Line Items] | ||||
Net cash paid for acquisition | $ 963,143 | $ 154,370 | ||
Glimcher Realty Trust [Member] | ||||
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation [Line Items] | ||||
Investment properties | $ 3,054,194 | |||
Cash and cash equivalents (1) | [1] | 547,294 | ||
Tenant accounts receivable | 14,263 | |||
Investment in and advances to unconsolidated real estate entities | 15,803 | |||
Deferred costs and other assets (including intangibles) | 322,977 | |||
Accounts payable, accrued expenses, intangibles, and deferred revenue | (196,847) | |||
Distributions payable | (2,658) | |||
Redeemable noncontrolling interests, including preferred units | (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 | (547,294) | |||
Net cash paid for acquisition | 958,468 | |||
Glimcher Realty Trust [Member] | Common Stock [Member] | ||||
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation [Line Items] | ||||
Less: Equity issued | (535,490) | |||
Glimcher Realty Trust [Member] | Preferred Stock [Member] | ||||
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation [Line Items] | ||||
Less: Equity issued | (319,960) | |||
Glimcher Realty Trust [Member] | Capital Units [Member] | ||||
Note 4 - Investment in Real Estate (Details) - Summary of Purchase Price Allocation [Line Items] | ||||
Less: Equity issued | $ (29,482) | |||
[1] | Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility. |
Note 4 - Investment in Real E36
Note 4 - Investment in Real Estate (Details) - Acquired Property - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Gain | $ 0 | $ 8,969 | $ 5,147 | $ 100,479 | |
Seven Open-Air Shopping Centers | $ 0 | $ 8,969 | $ 5,147 | $ 100,479 | |
Whitehall Mall [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date | Dec. 1, 2014 | ||||
Percent acquired | 50.00% | ||||
Purchase price | $ 14,900 | ||||
Gain | $ 10,500 | ||||
Seven Open-Air Shopping Centers | Dec. 1, 2014 | ||||
Seven Open-Air Shopping Centers | $ 14,900 | ||||
Seven Open-Air Shopping Centers | $ 10,500 | ||||
Clay Terrace [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date | Jun. 20, 2014 | ||||
Percent acquired | 50.00% | ||||
Purchase price | $ 22,900 | ||||
Gain | $ 46,600 | ||||
Seven Open-Air Shopping Centers | Jun. 20, 2014 | ||||
Seven Open-Air Shopping Centers | $ 22,900 | ||||
Seven Open-Air Shopping Centers | $ 46,600 | ||||
Seven Open-Air Shopping Centers [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition date | Jun. 18, 2014 | ||||
Purchase price | $ 162,000 | ||||
Gain | $ 42,300 | ||||
Seven Open-Air Shopping Centers | Jun. 18, 2014 | ||||
Seven Open-Air Shopping Centers | Various | ||||
Seven Open-Air Shopping Centers | $ 162,000 | ||||
Seven Open-Air Shopping Centers | $ 42,300 |
Note 4 - Investment in Real E37
Note 4 - Investment in Real Estate (Details) - Summary of Intangible Assets and Liabilities Associated with Acquisitions - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Above Market Leases, Lessor [Member] | Deferred Costs and Other Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Weighted Average Remaining Amortization | 5 years 219 days | |
Finite-lived Intangible Assets, Balance | $ 27,690 | $ 17,237 |
Below Market Leases, Lessor [Member] | Accounts Payable, Accrued Expenses, Intangibles, and Deferred Revenues [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Liabilities, Weighted Average Remaining Amortization | 11 years 328 days | |
Finite-lived Intangible Liabilities, Balance | $ 76,356 | 35,808 |
Above Market Leases, Lessee [Member] | Accounts Payable, Accrued Expenses, Intangibles, and Deferred Revenues [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Liabilities, Weighted Average Remaining Amortization | 32 years 109 days | |
Finite-lived Intangible Liabilities, Balance | $ 5,414 | 0 |
Leases, Acquired-in-Place [Member] | Deferred Costs and Other Assets [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Weighted Average Remaining Amortization | 9 years 36 days | |
Finite-lived Intangible Assets, Balance | $ 109,224 | $ 38,382 |
Note 4 - Investment in Real E38
Note 4 - Investment in Real Estate (Details) - Unaudited Condensed Pro Forma Financial Information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 4 - Investment in Real Estate (Details) - Unaudited Condensed Pro Forma Financial Information [Line Items] | ||||
Total revenues | $ 216,971 | $ 215,302 | $ 644,866 | $ 646,820 |
Net income attributable to the Company | 9,492 | 20,146 | 30,144 | 14,985 |
Net income attributable to common shareholders | $ 5,984 | $ 16,638 | $ 19,504 | $ 4,461 |
Earnings per common share-basic and diluted (in Dollars per share) | $ 0.03 | $ 0.09 | $ 0.11 | $ 0.02 |
Weighted average shares outstanding-basic (in thousands) (in Shares) | 184,264 | 183,992 | 184,192 | 183,992 |
Weighted average shares outstanding-diluted (in thousands) (in Shares) | 220,269 | 219,608 | 220,157 | 219,475 |
WPG L.P. [Member] | ||||
Note 4 - Investment in Real Estate (Details) - Unaudited Condensed Pro Forma Financial Information [Line Items] | ||||
Total revenues | $ 216,971 | $ 215,302 | $ 644,866 | $ 646,820 |
Net income attributable to unitholders | 10,617 | 23,232 | 33,772 | 15,813 |
Net income attributable to common unitholders | $ 7,109 | $ 19,724 | $ 23,132 | $ 5,289 |
Earnings per common unit-basic and diluted (in Dollars per share) | $ 0.03 | $ 0.09 | $ 0.11 | $ 0.02 |
Weighted average units outstanding-basic (in thousands) (in Shares) | 218,660 | 218,362 | 218,584 | 218,362 |
Weighted average units outstanding-diluted (in thousands) (in Shares) | 220,269 | 219,608 | 220,157 | 219,475 |
Note 5 - Investment in Uncons39
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) ft² in Millions | Sep. 30, 2015ft² |
O'Connor Capital Partners [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 51.00% |
The Seminole Joint Venture [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 11.00% |
The Seminole Joint Venture [Member] | Direct Interest [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 45.00% |
Other Joint Venture [Member] | Indirect Interest [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 12.50% |
Joint Venture That Previously Owned Seven Open-air Shopping Center [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Number of Real Estate Properties | 7 |
Pearlridge Center [Member] | O'Connor Joint Venture [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Number of Properties Subject to Ground Leases | 1 |
Seminole Town Center [Member] | The Seminole Joint Venture [Member] | |
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) [Line Items] | |
Area of Real Estate Property (in Square Feet) | 1.1 |
Note 5 - Investment in Uncons40
Note 5 - Investment in Unconsolidated Entities, at Equity (Details) - Combined Statements of Operations for the Unconsolidated Joint Venture Properties - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Combined Statements of Operations for the Unconsolidated Joint Venture Properties [Abstract] | ||||
Total revenues | $ 46,394 | $ 5,639 | $ 76,348 | $ 36,398 |
Operating expenses | 18,678 | 2,051 | 32,523 | 13,354 |
Depreciation and amortization | 18,335 | 1,200 | 29,416 | 8,500 |
Operating income | 9,381 | 2,388 | 14,409 | 14,544 |
Interest expense, net | (7,554) | (1,084) | (11,981) | (7,919) |
Net income from the Company's unconsolidated real estate entities | 1,827 | 1,304 | 2,428 | 6,625 |
Our share of (loss) income from the Company's unconsolidated real estate entities | $ (164) | $ 99 | $ (1,651) | $ 846 |
Note 6 - Indebtedness (Details)
Note 6 - Indebtedness (Details) $ in Thousands | Nov. 02, 2015USD ($) | Oct. 21, 2015USD ($) | Sep. 30, 2015USD ($) | Aug. 03, 2015USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 04, 2015USD ($) | Jun. 02, 2015USD ($) | Jun. 01, 2015USD ($) | May. 21, 2015USD ($) | Mar. 27, 2015USD ($) | Mar. 24, 2015USD ($) | Jan. 15, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 23, 2014USD ($) | May. 15, 2014USD ($) | Oct. 31, 2015 | Jun. 04, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Oct. 30, 2015USD ($) | Oct. 08, 2015USD ($) | Jun. 19, 2015USD ($) | Jan. 13, 2015USD ($) |
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Proceeds from Refinancing of Debt | $ 21,200 | |||||||||||||||||||||||
Mortgages Transferred to Unconsolidated Entities | $ 795,700 | |||||||||||||||||||||||
Long-term Debt | $ 1,806,668 | $ 1,435,114 | $ 1,806,668 | $ 1,435,114 | ||||||||||||||||||||
Bridge Loan | $ 1,190,000 | |||||||||||||||||||||||
Number of Properties Encumbered by Cross-defaulted and Cross-collateralized Mortgages | 6 | 6 | ||||||||||||||||||||||
Canyon View Marketplace [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 5,500 | |||||||||||||||||||||||
Glimcher Realty Trust [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 1,358,184 | |||||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Mortgages Transferred to Unconsolidated Entities | $ 795,711 | |||||||||||||||||||||||
Long-term Debt | $ 1,806,668 | 1,435,114 | 1,806,668 | 1,435,114 | ||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 390,000 | |||||||||||||||||||||||
Mortgages [Member] | Canyon View Marketplace [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 6,400 | |||||||||||||||||||||||
Mortgages [Member] | WP Glimcher [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 1,400,000 | |||||||||||||||||||||||
Additional Mortgages on Properties Acquired | 14 | |||||||||||||||||||||||
Unsecured Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Term | 7 years | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 320,000 | |||||||||||||||||||||||
Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.80% | |||||||||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | |||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 248,400 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | |||||||||||||||||||||||
Fair Value Inputs, Discount Rate | 0.028% | |||||||||||||||||||||||
Secured Debt [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Mortgage Loans on Real Estate, Number of Loans | 34 | |||||||||||||||||||||||
Number of Partial Recourse Loans | 1 | 1 | ||||||||||||||||||||||
Number of Cross Defaulted and Cross Collateralized Mortgage Pools With Collateral Properties | 39 | 39 | ||||||||||||||||||||||
Number of Properties Cross Defaulted and Cross Collateralized Mortgages Total | 2 | 2 | ||||||||||||||||||||||
Mortgage Loans On Real Estate Minimum Number of Consecutive Quarters for Which Cash Levels Should Attain the Benchmark | 2 | 2 | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Bridge Loan | $ 1,250,000 | |||||||||||||||||||||||
West Town Corners [Member] | Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 18,800 | |||||||||||||||||||||||
Gaitway Plaza [Member] | Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 13,900 | |||||||||||||||||||||||
Pearlridge Center [Member] | Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | 171,000 | |||||||||||||||||||||||
Non-Recourse Debt | $ 225,000 | |||||||||||||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.53% | |||||||||||||||||||||||
Scottsdale Quarter [Member] | Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 195,000 | |||||||||||||||||||||||
Non-Recourse Debt | $ 165,000 | |||||||||||||||||||||||
Debt Instrument, Term | 10 years | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.53% | |||||||||||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Term | 364 days | |||||||||||||||||||||||
Bridge Loan [Member] | Interest Expense [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Accelerated Amortization of Financing Costs | $ 10,400 | |||||||||||||||||||||||
Bridge Loan [Member] | Glimcher Realty Trust [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Financial Services Costs | $ 10,400 | |||||||||||||||||||||||
Bridge Loan [Member] | Deferred Costs and Other Assets [Member] | Glimcher Realty Trust [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Financial Services Costs | 3,800 | |||||||||||||||||||||||
Bridge Loan [Member] | Debt Paid Using Proceeds from the Issuance of the Notes Payable [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Unsecured Debt | $ 248,400 | |||||||||||||||||||||||
Bridge Loan [Member] | Debt Paid Using Proceeds from Joint Venture Transaction [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 431,800 | |||||||||||||||||||||||
Bridge Loan [Member] | Debt Paid Using Proceeds from the New Term Loan [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 488,600 | |||||||||||||||||||||||
Revolving Credit Facility [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 900,000 | |||||||||||||||||||||||
Debt Instrument, Number of Extension Options | 2 | |||||||||||||||||||||||
Debt Instrument, Period of Extension Option | 6 months | |||||||||||||||||||||||
Long-term Debt | $ 588,800 | 588,800 | ||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 310,900 | 310,900 | ||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 300 | $ 300 | ||||||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 1.24% | 1.24% | ||||||||||||||||||||||
Revolving Credit Facility [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.05% | 1.05% | ||||||||||||||||||||||
Revolving Credit Facility [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||||||||||||||||||
Term Loan [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.34% | |||||||||||||||||||||||
Term Loan [Member] | Unsecured Debt [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Number of Extension Options | 3 | |||||||||||||||||||||||
Debt Instrument, Period of Extension Option | 12 months | |||||||||||||||||||||||
Long-term Debt | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.34% | 1.34% | ||||||||||||||||||||||
Term Loan [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.15% | 1.15% | ||||||||||||||||||||||
Term Loan [Member] | Unsecured Debt [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.45% | |||||||||||||||||||||||
New Term Loan [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 500,000 | |||||||||||||||||||||||
Derivative, Swaption Interest Rate | 2.26% | |||||||||||||||||||||||
New Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Derivative, Swaption Interest Rate | 2.56% | |||||||||||||||||||||||
New Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.15% | |||||||||||||||||||||||
New Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.45% | |||||||||||||||||||||||
New Term Loan [Member] | Interest Rate Swaption [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Derivative, Notional Amount | $ 500,000 | |||||||||||||||||||||||
Exchange Offer [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Face Amount, Exchanged | $ 250,000 | |||||||||||||||||||||||
Exchange Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 250,000 | |||||||||||||||||||||||
Notes Payable Exchanged [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | |||||||||||||||||||||||
Mortgage Loan Secured by Merritt Square Mall [Member] | Consolidated Subsidiary of the Company [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 52,900 | |||||||||||||||||||||||
Mortgage Loan Secured by Chesapeake Square Mall [Member] | Consolidated Subsidiary of the Company [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 63,000 | |||||||||||||||||||||||
Fixed Rate Mortgage [Member] | Mortgages [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Long-term Debt | $ 1,600,000 | $ 1,400,000 | $ 1,600,000 | $ 1,400,000 | ||||||||||||||||||||
Fixed Rate Mortgage [Member] | Secured Debt [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Fair Value Inputs, Discount Rate | 3.28% | 3.36% | ||||||||||||||||||||||
Bridge Loan [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 21,200 | |||||||||||||||||||||||
Mezzanine Loan [Member] | WestShore Plaza [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 20,000 | |||||||||||||||||||||||
Mortgages [Member] | Clay Terrace [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 115,000 | |||||||||||||||||||||||
Mortgages [Member] | Bloomingdale Court [Member] | ||||||||||||||||||||||||
Note 6 - Indebtedness (Details) [Line Items] | ||||||||||||||||||||||||
Repayments of Debt | $ 24,500 |
Note 6 - Indebtedness (Detail42
Note 6 - Indebtedness (Details) - Mortgage Indebtedness - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Carrying value of mortgage loans | $ 1,806,668 | $ 1,435,114 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Face amount of mortgage loans | 1,787,103 | 1,431,516 |
Fair value adjustments, net | 19,565 | 3,598 |
Carrying value of mortgage loans | $ 1,806,668 | $ 1,435,114 |
Note 6 - Indebtedness (Detail43
Note 6 - Indebtedness (Details) - Roll Forward of Mortgage Indebtedness - USD ($) $ in Thousands | Jun. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Note 6 - Indebtedness (Details) - Roll Forward of Mortgage Indebtedness [Line Items] | ||||
Balance, December 31, 2014 | $ 1,435,114 | |||
Repayment of debt | (1,763,294) | $ (180,907) | ||
Debt amortization payments | $ (30) | |||
Debt transferred to unconsolidated entities | $ (795,700) | |||
Balance, September 30, 2015 | 1,806,668 | 1,806,668 | ||
Mortgages [Member] | ||||
Note 6 - 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 | (558,063) | |||
Debt issuances | 390,000 | |||
Debt amortization payments | (15,184) | |||
Debt transferred to unconsolidated entities | (795,711) | |||
Amortization of fair value and other adjustments | (13,991) | |||
Balance, September 30, 2015 | $ 1,806,668 | $ 1,806,668 |
Note 6 - Indebtedness (Detail44
Note 6 - Indebtedness (Details) - Fair Value of Debt - Fixed Rate Mortgage [Member] - Secured Debt [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Note 6 - Indebtedness (Details) - Fair Value of Debt [Line Items] | ||
Fair value of fixed-rate mortgages | $ 1,698,149 | $ 1,503,944 |
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages | 3.28% | 3.36% |
Note 7 - Derivative Financial45
Note 7 - Derivative Financial Instruments (Details) | Sep. 09, 2015 | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ 193,000 | $ 0 | $ 193,000 | $ 0 | ||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 3,500,000 | |||||
Interest Rate Cash Flow Hedge Liability at Fair Value | 4,049,000 | 4,049,000 | ||||
Amortization of Financing Costs | 30,000 | |||||
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net | $ 0 | |||||
Derivative Liability, Fair Value, Amount Not Offset Against Collateral | 4,600,000 | 4,600,000 | ||||
Loss Contingency, Range of Possible Loss, Maximum | 4,600,000 | 4,600,000 | ||||
Accounts Payable and Accrued Liabilities [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ 4,049,000 | $ 4,049,000 | ||||
Three Year Forward Starting Swap [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 5 | 5 | ||||
Derivative, Term of Contract | 3 years | |||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 3,900,000 | $ 5,200,000 | ||||
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion | $ 1,100,000 | $ 1,100,000 | ||||
Five Year Forward Starting Swap [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 2 | 2 | ||||
Derivative, Term of Contract | 5 years | |||||
Derivative, Number of Instruments Terminated | 2 | |||||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 593,000 | |||||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | $ 62,000 | |||||
Ten Year Forward Starting Swap [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 2 | 2 | ||||
Derivative, Term of Contract | 10 years | |||||
Derivative, Number of Instruments Terminated | 2 | |||||
Derivative Instruments, Loss Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 3,800,000 | |||||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 37,000 | |||||
Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ 4,049,000 | $ 4,049,000 | ||||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 5 | 5 | ||||
Derivative, Notional Amount | $ 500,000,000 | $ 500,000,000 | ||||
Not Designated as Hedging Instrument [Member] | Interest Rate Derivative [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 2 | 2 | ||||
Derivative, Notional Amount | $ 122,500,000 | $ 122,500,000 | ||||
Not Designated as Hedging Instrument [Member] | Interest Rate Cap [Member] | ||||||
Note 7 - Derivative Financial Instruments (Details) [Line Items] | ||||||
Derivative, Number of Instruments Held | 2 | 2 | ||||
Derivative, Fair Value, Net | $ 0 | $ 0 | ||||
Unrealized Gain (Loss) on Derivatives | $ 0 | $ 0 |
Note 7 - Derivative Financial46
Note 7 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments $ in Thousands | Sep. 30, 2015USD ($) |
Note 7 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments [Line Items] | |
Interest rate products | $ 4,049 |
Accounts Payable and Accrued Liabilities [Member] | |
Note 7 - Derivative Financial Instruments (Details) - Fair Value of Derivative Financial Instruments [Line Items] | |
Interest rate products | $ 4,049 |
Note 7 - Derivative Financial47
Note 7 - Derivative Financial Instruments (Details) - Effect of Derivative Financial Instruments - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Note 7 - Derivative Financial Instruments (Details) - Effect of Derivative Financial Instruments [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | $ 0 | ||
Interest Rate Derivative [Member] | Interest Expense [Member] | |||
Note 7 - Derivative Financial Instruments (Details) - Effect of Derivative Financial Instruments [Line Items] | |||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | $ (8,771,000) | $ (4,528,000) | |
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) | 1,080,000 | 1,048,000 | |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) | $ 193,000 | $ 193,000 |
Note 7 - Derivative Financial48
Note 7 - Derivative Financial Instruments (Details) - Liabilities Measured on a Nonrecurring Basis $ in Thousands | Sep. 30, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liability Derivatives | $ 4,049 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liability Derivatives | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liability Derivatives | 4,049 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liability Derivatives | $ 0 |
Note 8 - Equity (Details)
Note 8 - Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2015 | Mar. 27, 2015 | Jan. 22, 2015 | Jan. 15, 2015 | Aug. 04, 2014 | May. 28, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Note 8 - Equity (Details) [Line Items] | |||||||||||
Payments for Repurchase of Redeemable Preferred Stock (in Dollars) | $ 117,384 | $ 0 | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 34,855,854 | 34,855,854 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 393,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 199,078 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 157,584 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,161,352 | 1,161,352 | |||||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.14 | $ 0.75 | |||||||||
Dividends Payable (in Dollars) | $ 2,992 | $ 2,992 | $ 0 | ||||||||
Series G Preferred Stock [Member] | |||||||||||
Note 8 - 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) | 0.5868 | ||||||||||
Preferred Stock, Redemption and Accumulated and Unpaid Distribution Price Per Share (in Dollars per share) | 25.5868 | ||||||||||
Preferred Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.5078 | ||||||||||
Payments for Repurchase of Redeemable Preferred Stock (in Dollars) | $ 120,300 | ||||||||||
Series H Preferred Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 4,000,000 | 4,000,000 | 0 | ||||||||
Series I Preferred Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 3,800,000 | 3,800,000 | 0 | ||||||||
Restricted Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||
Conversion of Stock, Shares Issued | 1,039,785 | ||||||||||
Employee Stock Option [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 1,125,014 | ||||||||||
Glimcher Realty Trust [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 29,942,877 | ||||||||||
Glimcher Realty Trust [Member] | Series G Preferred Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 4,700,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.125% | ||||||||||
Glimcher Realty Trust [Member] | Series H Preferred Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 4,000,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||||||||||
Glimcher Realty Trust [Member] | Series I Preferred Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Preferred Stock, Shares Issued | 3,800,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.875% | ||||||||||
Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | |||||||||||
Note 8 - 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 | ||||||||||
Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Inducement LTIP Units [Member] | |||||||||||
Note 8 - 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) | $ 4,300 | $ 1,200 | $ 9,300 | $ 1,300 | |||||||
Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Performance LTIP Units [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 304,818 | ||||||||||
Common Stock [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 155,162,597 | ||||||||||
WPG L.P. [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Dividends Payable (in Dollars) | $ 2,992 | $ 2,992 | |||||||||
WPG L.P. [Member] | Glimcher Realty Trust [Member] | Common Units [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Partners' Capital Account, Units, Acquisitions | 1,621,695 | ||||||||||
WPG L.P. [Member] | Glimcher Realty Trust [Member] | Series I-1 Preferred Units [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Partners' Capital Account, Units, Acquisitions | 130,592 | ||||||||||
Partners' Capital Account, Units, Dividend Rate, Percentage | 7.30% | ||||||||||
Share-based Compensation Award, Tranche One [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Annual LTIP Unit Awards [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||||||
Share-based Compensation Award, Tranche Two [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Annual LTIP Unit Awards [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||||||
Share-based Compensation Award, Tranche Three [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Annual LTIP Unit Awards [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | one-third | ||||||||||
WPG L.P. Limited Partnership Interest [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 31,575,487 | ||||||||||
Minimum [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Annual LTIP Unit Awards [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 30.00% | ||||||||||
Maximum [Member] | Washington Prime Group, L.P. 2014 Stock Incentive Plan [Member] | Annual LTIP Unit Awards [Member] | |||||||||||
Note 8 - Equity (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 300.00% |
Note 8 - Equity (Details) - Div
Note 8 - Equity (Details) - Dividends - $ / shares | 3 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |||
Common Stock [Member] | |||||
Note 8 - Equity (Details) - Dividends [Line Items] | |||||
Dividend per Share/Unit | $ 0.2500 | $ 0.2500 | $ 0.1100 | [1] | |
Record Date | Sep. 2, 2015 | Jun. 3, 2015 | Mar. 6, 2015 | [1] | |
Payable Date | Sep. 15, 2015 | Jun. 15, 2015 | Mar. 16, 2015 | [1] | |
Record Date | Sep. 2, 2015 | Jun. 3, 2015 | Mar. 6, 2015 | [1] | |
Payable Date | Sep. 15, 2015 | Jun. 15, 2015 | Mar. 16, 2015 | [1] | |
Series G Preferred Stock [Member] | Preferred Stock [Member] | |||||
Note 8 - Equity (Details) - Dividends [Line Items] | |||||
Record Date | Mar. 31, 2015 | ||||
Payable Date | Apr. 15, 2015 | ||||
Dividend per Share/Unit | $ 0.5078 | ||||
Record Date | Mar. 31, 2015 | ||||
Payable Date | Apr. 15, 2015 | ||||
Series H Preferred Stock [Member] | Preferred Stock [Member] | |||||
Note 8 - Equity (Details) - Dividends [Line Items] | |||||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
Dividend per Share/Unit | $ 0.4688 | [2] | $ 0.4688 | $ 0.4688 | |
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
Series I Preferred Stock [Member] | Preferred Stock [Member] | |||||
Note 8 - Equity (Details) - Dividends [Line Items] | |||||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
Dividend per Share/Unit | $ 0.4297 | [2] | $ 0.4297 | $ 0.4297 | |
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
Series I-1 Preferred Units [Member] | Preferred Stock [Member] | |||||
Note 8 - Equity (Details) - Dividends [Line Items] | |||||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
Dividend per Share/Unit | $ 0.4563 | [2] | $ 0.4563 | $ 0.4563 | |
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | |
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | |
[1] | Represents a prorated distribution for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub distribution paid on January 22, 2015. | ||||
[2] | Amounts total $3.0 million and are recorded as distributions payable in the accompanying consolidated balance sheet as of September 30, 2015. |
Note 9 - Commitments and Cont51
Note 9 - Commitments and Contingencies (Details) $ in Thousands | Jul. 23, 2015USD ($) | Jun. 17, 2015USD ($) | Mar. 30, 2015USD ($) | Nov. 12, 2014 | Mar. 31, 2015 | Sep. 30, 2015USD ($) |
Merger Litigation [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Loss Contingency, Number of Plaintiffs | 2 | |||||
Payments for Legal Settlements | $ 443 | |||||
Merger Litigation [Member] | Attorneys' Fees [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Expense | $ 425 | |||||
Merger Litigation [Member] | Documented Expenses [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Expense | $ 18 | |||||
Merger Litigation [Member] | Merger and Transaction Costs [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Expense | $ 445 | |||||
Merger Litigation [Member] | Merger and Transaction Costs [Member] | Attorneys' Fees [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Expense | $ 425 | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 5.00% | |||||
Maximum [Member] | Merger Litigation [Member] | Merger and Transaction Costs [Member] | Documented Expenses [Member] | ||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||
Litigation Settlement, Expense | $ 20 |
Note 10 - Related Party Trans52
Note 10 - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Simon Property Group, Inc. [Member] | |||
Note 10 - Related Party Transactions (Details) [Line Items] | |||
Related Party Transaction, Due from (to) Related Party | $ 3,867 | $ 3,867 | $ 4,715 |
O'Connor Joint Venture [Member] | |||
Note 10 - Related Party Transactions (Details) [Line Items] | |||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 9,800 | 9,800 | |
Investments in and Advance to Affiliates, Anticipated Repayment Term | 1 year | ||
O'Connor Joint Venture [Member] | Other Income [Member] | |||
Note 10 - Related Party Transactions (Details) [Line Items] | |||
Revenue from Related Parties | $ 1,300 | $ 2,100 |
Note 10 - Related Party Trans53
Note 10 - Related Party Transactions (Details) - Charges for Properties Which Are Consolidated - Simon Property Group, Inc. [Member] - Consolidated Properties [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property Management Costs, Services and Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | $ 5,435 | $ 5,515 | $ 17,984 | $ 15,325 |
Insurance Premiums [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | 2,269 | 2,351 | 6,807 | 6,790 |
Selling and Marketing Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | 191 | 196 | 620 | 639 |
Capitalized Leasing and Development Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | $ 2,723 | $ 1,176 | $ 6,531 | $ 7,341 |
Note 10 - Related Party Trans54
Note 10 - Related Party Transactions (Details) - Charges for Properties Which Are Unconsolidated - Simon Property Group, Inc. [Member] - Unconsolidated Properties [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property Management Costs, Services and Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | $ 209 | $ 241 | $ 622 | $ 2,010 |
Insurance Premiums [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | 3 | 14 | 9 | 123 |
Selling and Marketing Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | 12 | 10 | 32 | 36 |
Capitalized Leasing and Development Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amounts charged to related party | $ 6 | $ 8 | $ 18 | $ 162 |
Note 11 - Earnings (Loss) Per55
Note 11 - Earnings (Loss) Per Common Share/Unit (Details) - Basic and Diluted Earnings Per Share/Unit - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings (Loss) Per Common Share, Basic: | ||||
Net income (loss) attributable to common shareholders - basic (in Dollars) | $ 4,057 | $ 32,201 | $ (4,312) | $ 136,394 |
Weighted average shares outstanding - basic | 184,263,963 | 155,162,597 | 182,713,706 | 155,162,597 |
Earnings (loss) per common share, basic (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
Earnings (Loss) Per Common Share, Diluted: | ||||
Net income (loss) attributable to common shareholders - basic (in Dollars) | $ 4,057 | $ 32,201 | $ (4,312) | $ 136,394 |
Net income (loss) attributable to common unitholders (in Dollars) | 581 | 6,620 | (667) | 28,210 |
Net income (loss) attributable to common shareholders - diluted (in Dollars) | $ 4,638 | $ 38,821 | $ (4,979) | $ 164,604 |
Weighted average common shares outstanding - basic | 184,263,963 | 155,162,597 | 182,713,706 | 155,162,597 |
Weighted average operating partnership units outstanding | 34,396,029 | 32,749,165 | 34,308,286 | 32,018,303 |
Weighted average additional dilutive securities outstanding | 1,544,428 | 205,893 | 0 | 72,761 |
Weighted average common shares outstanding - diluted | 220,204,420 | 188,117,655 | 217,021,992 | 187,253,661 |
Earnings (loss) per common share, diluted (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
Net income (loss) attributable to common unitholders - basic and diluted (in Dollars) | $ 581 | $ 6,620 | $ (667) | $ 28,210 |
Earnings (loss) per common unit, basic and diluted (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
WPG L.P. [Member] | ||||
Earnings (Loss) Per Common Share, Diluted: | ||||
Net income (loss) attributable to common unitholders (in Dollars) | $ 4,638 | $ 38,821 | $ (4,979) | $ 164,604 |
Net income (loss) attributable to common unitholders - basic and diluted (in Dollars) | $ 4,638 | $ 38,821 | $ (4,979) | $ 164,604 |
Weighted average common units outstanding - basic | 218,659,992 | 187,911,762 | 217,021,992 | 187,180,900 |
Weighted average additional dilutive securities outstanding | 1,544,428 | 205,893 | 72,761 | |
Weighted average shares outstanding - diluted | 220,204,420 | 188,117,655 | 217,021,992 | 187,253,661 |
Earnings (loss) per common unit, basic and diluted (in Dollars per share) | $ 0.02 | $ 0.21 | $ (0.02) | $ 0.88 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details) - Unsecured Debt [Member] - Subsequent Event [Member] $ in Millions | Nov. 02, 2015USD ($) |
Note 12 - Subsequent Events (Details) [Line Items] | |
Debt Instrument, Face Amount | $ 320 |
Debt Instrument, Term | 7 years |
London Interbank Offered Rate (LIBOR) [Member] | |
Note 12 - Subsequent Events (Details) [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 1.80% |
Note 12 - Subsequent Events (57
Note 12 - Subsequent Events (Details) - Dividends - $ / shares | 1 Months Ended | 3 Months Ended | ||||
Nov. 02, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |||
Common Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | $ 0.2500 | $ 0.2500 | $ 0.1100 | [1] | ||
Common Shares/Units | Sep. 2, 2015 | Jun. 3, 2015 | Mar. 6, 2015 | [1] | ||
Common Shares/Units | Sep. 15, 2015 | Jun. 15, 2015 | Mar. 16, 2015 | [1] | ||
Record Date | Sep. 2, 2015 | Jun. 3, 2015 | Mar. 6, 2015 | [1] | ||
Payable Date | Sep. 15, 2015 | Jun. 15, 2015 | Mar. 16, 2015 | [1] | ||
Series H Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Common Shares/Units | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Dividend per Share/Unit | $ 0.4688 | [2] | $ 0.4688 | $ 0.4688 | ||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Series I Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Common Shares/Units | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Dividend per Share/Unit | $ 0.4297 | [2] | $ 0.4297 | $ 0.4297 | ||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Series I-1 Preferred Units [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Common Shares/Units | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Dividend per Share/Unit | $ 0.4563 | [2] | $ 0.4563 | $ 0.4563 | ||
Record Date | Sep. 30, 2015 | [2] | Jun. 30, 2015 | Mar. 31, 2015 | ||
Payable Date | Oct. 15, 2015 | [2] | Jul. 15, 2015 | Apr. 15, 2015 | ||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | $ 0.2500 | |||||
Common Shares/Units | Dec. 2, 2015 | |||||
Common Shares/Units | Dec. 15, 2015 | |||||
Record Date | Dec. 2, 2015 | |||||
Payable Date | Dec. 15, 2015 | |||||
Subsequent Event [Member] | Series H Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Dec. 31, 2015 | |||||
Common Shares/Units | Jan. 15, 2016 | |||||
Dividend per Share/Unit | $ 0.4688 | |||||
Record Date | Dec. 31, 2015 | |||||
Payable Date | Jan. 15, 2016 | |||||
Subsequent Event [Member] | Series I Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Dec. 31, 2015 | |||||
Common Shares/Units | Jan. 15, 2016 | |||||
Dividend per Share/Unit | $ 0.4297 | |||||
Record Date | Dec. 31, 2015 | |||||
Payable Date | Jan. 15, 2016 | |||||
Subsequent Event [Member] | Series I-1 Preferred Units [Member] | Preferred Stock [Member] | ||||||
Note 12 - Subsequent Events (Details) - Dividends [Line Items] | ||||||
Common Shares/Units | Dec. 31, 2015 | |||||
Common Shares/Units | Jan. 15, 2016 | |||||
Dividend per Share/Unit | $ 0.4563 | |||||
Record Date | Dec. 31, 2015 | |||||
Payable Date | Jan. 15, 2016 | |||||
[1] | Represents a prorated distribution for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub distribution paid on January 22, 2015. | |||||
[2] | Amounts total $3.0 million and are recorded as distributions payable in the accompanying consolidated balance sheet as of September 30, 2015. |