10-Q 1 grt10-qxseptember302013.htm 10-Q GRT 10-Q - September 30, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q


x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From _____ To ______

Commission file number 001-12482

GLIMCHER REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
 
31-1390518
(I.R.S. Employer
Identification No.)
 
 
 
180 East Broad Street
Columbus, Ohio
(Address of Principal Executive Offices)
 
43215
(Zip Code)

Registrant's telephone number, including area code: (614) 621-9000


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check One):  Large accelerated filer x    Accelerated filer ¨   Non-accelerated filer ¨   (Do not check if a smaller reporting company)   Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

As of October 24, 2013, there were 145,060,249 Common Shares of Beneficial Interest outstanding, par value $0.01 per share.

1


GLIMCHER REALTY TRUST
FORM 10-Q

INDEX
PART I:
FINANCIAL INFORMATION
PAGE
 
 
 
 
 
 
Item 1.
Financial Statements.
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.
 
 
 
 
Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2013 and 2012.
 
 
 
 
Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2013 and 2012.
 
 
 
 
Consolidated Statement of Equity for the nine months ended September 30, 2013.
 
 
 
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012.
 
 
 
 
Notes to Consolidated Financial Statements.
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
 
 
Item 4.
Controls and Procedures.
 
 
 
 
 
 
PART II:
OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings.
 
 
 
Item 1A.
Risk Factors.
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
 
 
Item 3.
Defaults Upon Senior Securities.
 
 
 
Item 4.
Mine Safety Disclosures.
 
 
 
Item 5.
Other Information.
 
 
 
Item 6.
Exhibits.
 
 
 
SIGNATURES

2


PART I
FINANCIAL INFORMATION

Item 1.
Financial Statements

GLIMCHER REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and par value amounts)

ASSETS
September 30, 2013
(unaudited)
 

December 31, 2012

Investment in real estate:
 
 
 
Land
$
395,051

 
$
338,543

Buildings, improvements and equipment
2,620,930

 
2,361,077

Developments in progress
104,825

 
75,748

 
3,120,806

 
2,775,368

Less accumulated depreciation
774,555

 
710,042

Property and equipment, net
2,346,251

 
2,065,326

Deferred costs, net
32,544

 
30,944

Real estate assets held-for-sale
3,658

 
4,056

Investment in, and advances to, unconsolidated real estate entities
71,578

 
86,702

Investment in real estate, net
2,454,031

 
2,187,028

 
 
 
 
Cash and cash equivalents
17,623

 
17,489

Restricted cash
36,349

 
22,043

Tenant accounts receivable, net
31,778

 
31,793

Deferred expenses, net
23,199

 
17,642

Prepaid and other assets
54,461

 
53,412

Total assets
$
2,617,441

 
$
2,329,407

LIABILITIES AND EQUITY
 
 
 
Mortgage notes payable
$
1,626,496

 
$
1,399,774

Notes payable
123,000

 
85,000

Other liabilities associated with asset held-for-sale
7

 
132

Accounts payable and accrued expenses
135,867

 
112,630

Distributions payable
20,055

 
20,314

Total liabilities
1,905,425

 
1,617,850

Glimcher Realty Trust shareholders’ equity:
 
 
 

Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value, 4,700,000 and 8,300,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively
109,868

 
192,412

Series H Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value, 4,000,000 shares issued and outstanding
96,466

 
96,466

Series I Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value, 3,800,000 shares issued and outstanding as of September 30, 2013

91,600

 

Common Shares of Beneficial Interest, $0.01 par value, 145,058,354 and 143,089,670 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively
1,451

 
1,431

Additional paid-in capital
1,288,163

 
1,264,104

Distributions in excess of accumulated earnings
(885,916
)
 
(853,530
)
Accumulated other comprehensive loss
(1,085
)
 
(1,284
)
Total Glimcher Realty Trust shareholders’ equity
700,547

 
699,599

Noncontrolling interests
11,469

 
11,958

Total equity
712,016

 
711,557

Total liabilities and equity
$
2,617,441

 
$
2,329,407


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

3


GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
(dollars and shares in thousands, except per share and unit amounts)

 
For the Three Months Ended September 30,
 
2013
 
2012
Revenues:
 
 
 
Minimum rents
$
58,812

 
$
52,915

Percentage rents
3,234

 
2,956

Tenant reimbursements
28,905

 
26,631

Other revenues
3,784

 
4,827

Total revenues
94,735

 
87,329

Expenses:
 
 
 
Property operating expenses
21,560

 
20,316

Real estate taxes
11,152

 
10,366

Provision for doubtful accounts
410

 
713

Other operating expenses
4,188

 
4,413

Depreciation and amortization
29,758

 
28,420

General and administrative
6,897

 
6,005

Total expenses
73,965

 
70,233

 
 
 
 
Operating income
20,770

 
17,096

Interest income
7

 
2

Interest expense
19,789

 
18,159

Equity in loss of unconsolidated real estate entities, net
(130
)
 
(83
)
Income (loss) from continuing operations
858

 
(1,144
)
Discontinued operations:
 
 
 
(Loss) income from operations
(28
)
 
636

Net income (loss)
830

 
(508
)
Add: allocation to noncontrolling interests
87

 
196

Net income (loss) attributable to Glimcher Realty Trust
917

 
(312
)
Less:  Preferred share dividends
5,895

 
6,605

Less:  Write-off related to preferred share redemption

 
3,446

Net loss to common shareholders
$
(4,978
)
 
$
(10,363
)
Earnings Per Common Share (“EPS”):
 
 
 
EPS (basic):
 
 
 
Continuing operations
$
(0.03
)
 
$
(0.08
)
Discontinued operations
$
0.00

 
$
0.00

Net loss to common shareholders
$
(0.03
)
 
$
(0.07
)
 
 
 
 
EPS (diluted):
 
 
 
Continuing operations
$
(0.03
)
 
$
(0.08
)
Discontinued operations
$
0.00

 
$
0.00

Net loss to common shareholders
$
(0.03
)
 
$
(0.07
)
Weighted average common shares outstanding
145,043

 
140,641

Weighted average common shares and common share equivalents outstanding
147,250

 
142,964

 
 
 
 
Net income (loss)
$
830

 
$
(508
)
Other comprehensive loss on derivative instruments, net
(34
)
 
(329
)
Comprehensive income (loss)
796

 
(837
)
Comprehensive loss attributable to noncontrolling interests

 
5

Comprehensive income (loss) attributable to Glimcher Realty Trust
$
796

 
$
(832
)

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

4


GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(dollars and shares in thousands, except per share and unit amounts)

 
For the Nine Months Ended September 30,
 
2013
 
2012
Revenues:
 
 
 
Minimum rents
$
171,959

 
$
142,591

Percentage rents
7,214

 
6,109

Tenant reimbursements
81,538

 
69,729

Other revenues
21,750

 
15,799

Total revenues
282,461

 
234,228

Expenses:
 
 
 
Property operating expenses
59,559

 
51,457

Real estate taxes
32,911

 
28,642

Provision for doubtful accounts
2,117

 
5,419

Other operating expenses
20,390

 
13,898

Depreciation and amortization
83,134

 
70,338

General and administrative
20,689

 
17,533

Total expenses
218,800

 
187,287

 
 
 
 
Operating income
63,661

 
46,941

Interest income
17

 
67

Interest expense
57,095

 
52,224

Gain on remeasurement of equity method investments
19,227

 
25,068

Equity in income (loss) of unconsolidated real estate entities, net
13,181

 
(4,668
)
Income from continuing operations
38,991

 
15,184

Discontinued operations:
 
 
 
Income from operations
241

 
740

Net income
39,232

 
15,924

Add: allocation to noncontrolling interests
(258
)
 
185

Net income attributable to Glimcher Realty Trust
38,974

 
16,109

Less:  Preferred share dividends
18,521

 
18,879

Less: Write-off related to preferred share redemptions
9,426

 
3,446

Net income (loss) to common shareholders
$
11,027

 
$
(6,216
)
Earnings Per Common Share (“EPS”):
 
 
 
EPS (basic):
 
 
 
Continuing operations
$
0.07

 
$
(0.05
)
Discontinued operations
$
0.00

 
$
0.01

Net income (loss) to common shareholders
$
0.08

 
$
(0.05
)
 
 
 
 
EPS (diluted):
 
 
 
Continuing operations
$
0.07

 
$
(0.05
)
Discontinued operations
$
0.00

 
$
0.01

Net income (loss) to common shareholders
$
0.08

 
$
(0.05
)
Weighted average common shares outstanding
144,334

 
132,692

Weighted average common shares and common share equivalents outstanding
147,211

 
135,214

 
 
 
 
Net income
$
39,232

 
$
15,924

Other comprehensive income (loss) on derivative instruments, net
203

 
(901
)
Comprehensive income
39,435

 
15,023

Comprehensive (income) loss attributable to noncontrolling interests
(4
)
 
15

Comprehensive income attributable to Glimcher Realty Trust
$
39,431

 
$
15,038


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


5


GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENT OF EQUITY
For the Nine Months Ended September 30, 2013
(unaudited)
(dollars in thousands, except share, par value and unit amounts)

 
Series G
Cumulative Preferred Shares
 
Series H Cumulative Preferred Shares
 
Series I Cumulative Preferred Shares
 
Common Shares of
Beneficial Interest
 
Additional Paid-In Capital
 
Distributions
In Excess of Accumulated Earnings
 
Accumulated
Other Comprehensive Loss
 
 
 
 
 
 
Shares
 
Amount
 
 
 
 
Noncontrolling Interests
 
Total
Balance, December 31, 2012
$
192,412

 
$
96,466

 
$

 
143,089,670

 
$
1,431

 
$
1,264,104

 
$
(853,530
)
 
$
(1,284
)
 
$
11,958

 
$
711,557

Distributions declared, $0.30 per share
 

 
 
 
 
 
 

 
 

 
 

 
(43,413
)
 
 

 
(673
)
 
(44,086
)
Distribution reinvestment and share purchase plan
 

 
 
 
 
 
6,982

 

 
61

 
 

 
 

 
 

 
61

Exercise of stock options
 

 
 
 
 
 
161,181

 
2

 
889

 
 

 
 

 
 

 
891

Restricted stock grant
 
 
 
 
 
 
194,391

 
2

 
(2
)
 
 
 
 
 
 
 

OP unit conversion
 
 
 
 
 
 
101,630

 
1

 
(1
)
 
 
 
 
 
 
 

Amortization of performance shares
 

 
 
 
 
 
 

 
 

 
1,042

 
 

 
 

 
 

 
1,042

Amortization of restricted stock
 

 
 
 
 
 
 

 
 

 
2,265

 
 

 
 

 
 

 
2,265

Stock option expense
 

 
 
 
 
 
 

 
 

 
828

 
 

 
 

 
 

 
828

Preferred stock dividends
 

 
 
 
 
 
 

 
 

 
 

 
(18,521
)
 
 

 
 

 
(18,521
)
Net income
 

 
 
 
 
 
 

 
 

 
 

 
38,974

 
 

 
258

 
39,232

Other comprehensive income on derivative instruments
 

 
 
 
 
 
 

 
 

 
 

 
 

 
199

 
4

 
203

Issuances of common stock
 

 
 
 
 
 
1,504,500

 
15

 
17,518

 
 

 
 

 
 

 
17,533

Issuance of Series I Cumulative Preferred Shares
 
 
 
 
95,000

 
 
 
 
 
 
 
 
 
 
 
 
 
95,000

Redemption of Series G Cumulative Preferred Shares
(90,000
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(90,000
)
Preferred and common stock issuance costs
 
 
 
 
(3,400
)
 
 
 
 
 
(589
)
 
 
 
 
 
 
 
(3,989
)
Write-off related to preferred share redemption
7,456

 
 
 
 
 
 
 
 
 
1,970

 
(9,426
)
 
 
 
 
 

Transfer to noncontrolling interest in partnership
 

 
 
 
 
 
 

 
 

 
78

 
 

 
 

 
(78
)
 

Balance, September 30, 2013
$
109,868

 
$
96,466

 
$
91,600

 
145,058,354

 
$
1,451

 
$
1,288,163

 
$
(885,916
)
 
$
(1,085
)
 
$
11,469

 
$
712,016


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

6


GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)

 
For the Nine Months Ended September 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
39,232

 
$
15,924

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Provision for doubtful accounts
1,957

 
5,549

Depreciation and amortization
83,134

 
70,841

Amortization of financing costs
2,655

 
2,940

Equity in (income) loss of unconsolidated real estate entities, net
(13,181
)
 
4,668

Distributions from unconsolidated real estate entities
108

 
2,177

Discontinued development costs charged to expense
122

 
3,349

Gain on sale of outparcels
(851
)
 
(1,979
)
Gain on remeasurement of equity method investments
(19,227
)
 
(25,068
)
Stock compensation expense
4,135

 
2,036

Net changes in operating assets and liabilities:
 
 
 
Tenant accounts receivable, net
(2,143
)
 
(5,699
)
Prepaid and other assets
406

 
(2,264
)
Accounts payable and accrued expenses
(5,914
)
 
1,432

Net cash provided by operating activities
90,433

 
73,906

Cash flows from investing activities:
 

 
 

Additions to development projects
(1,533
)
 
(8,347
)
Additions to redevelopment and renovation projects
(40,088
)
 
(25,562
)
Other capital expenditures
(24,531
)
 
(30,461
)
Acquisition of properties, net of cash received
(139,462
)
 
(239,198
)
Additions to investment in unconsolidated real estate entities

 
(5,761
)
Proceeds from sale of outparcels
7,455

 
7,050

Additions to restricted cash
(7,393
)
 
(223
)
Additions to deferred costs and other
(4,847
)
 
(4,468
)
Distributions from unconsolidated real estate entities
25,496

 
15,200

Net cash used in investing activities
(184,903
)
 
(291,770
)
Cash flows from financing activities:
 

 
 

Proceeds from revolving line of credit, net
38,000

 
30,000

Payments of deferred financing costs, net
(8,192
)
 
(2,634
)
Proceeds from issuance of mortgages and other notes payable
340,000

 
209,000

Principal payments on mortgages and other notes payable
(231,834
)
 
(199,336
)
Net proceeds from issuance of common shares
16,944

 
232,728

Net proceeds from issuance of preferred shares
91,600

 
96,564

Redemptions of preferred shares
(90,000
)
 
(90,000
)
Proceeds received from dividend reinvestment and exercise of stock options
952

 
350

Cash distributions
(62,866
)
 
(60,117
)
Net cash provided by financing activities
94,604

 
216,555

Net change in cash and cash equivalents
134

 
(1,309
)
Cash and cash equivalents, at beginning of year
17,489

 
8,876

Cash and cash equivalents, at end of period
$
17,623

 
$
7,567

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

7


GLIMCHER REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

1.
Organization and Basis of Presentation

Organization

Glimcher Realty Trust (“GRT”) is a fully-integrated, self-administered and self-managed Maryland real estate investment trust (“REIT”), which owns, leases, manages and develops a portfolio of retail properties (the “Property” or “Properties”). The Properties consist of enclosed regional malls, open-air centers, outlet centers, and community shopping centers. At September 30, 2013, GRT both owned material interests in and managed 27 Properties (25 wholly-owned and two partially owned through joint ventures). The "Company" refers to GRT and Glimcher Properties Limited Partnership (the "Operating Partnership," "OP" or "GPLP"), a Delaware limited partnership, as well as entities in which the Company has a material ownership or financial interest, collectively.

Basis of Presentation

The consolidated financial statements include the accounts of GRT, GPLP, and Glimcher Development Corporation (“GDC”).  As of September 30, 2013, GRT was a limited partner in GPLP with a 98.4% ownership interest and GRT’s wholly-owned subsidiary, Glimcher Properties Corporation, was GPLP’s sole general partner, with a 0.1% interest in GPLP.  GDC, a wholly-owned subsidiary of GPLP, provides development, construction, leasing, and legal services to the Company’s affiliates and is a taxable REIT subsidiary.  The Company consolidates entities in which it owns more than 50% of the voting equity and control does not rest with other parties, as well as variable interest entities (“VIE”) in which it is deemed to be the primary beneficiary in accordance with Accounting Standards Codification (“ASC”) Topic 810 – “Consolidation.”  Investments in real estate joint ventures over which the Company has the ability to exercise significant influence, but for which it does not have financial or operating control, are accounted for using the equity method of accounting. These entities are reflected on the Company’s consolidated financial statements as “Investment in, and advances to, unconsolidated real estate entities.”  All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  The information furnished in the accompanying Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statement of Equity, and Consolidated Statements of Cash Flows reflect all adjustments which are, in the opinion of management, recurring and necessary for a fair statement of the aforementioned financial statements for the interim period.  Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

The December 31, 2012 balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP in the United States of America (“U.S.”).  The consolidated financial statements should be read in conjunction with the Notes to the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-K for the year ended December 31, 2012.

Subsequent events that have occurred since September 30, 2013 that require disclosure in these financial statements are presented in Note 4 - “Investment in Joint Ventures - Consolidated.”



8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

2.
Summary of Significant Accounting Policies

The notes to the consolidated financial statements included in the Company's 2012 Annual Report on Form 10-K provide a detailed discussion of its critical accounting policies. There have been no material changes to these policies as of September 30, 2013.

Supplemental Disclosure of Non-Cash Operating, Investing, and Financing Activities

The Company's other non-cash activities for the nine months ended September 30, 2013 accounted for changes in the following areas: a) investment in real estate - $139,495, b) investment in, and advances to, unconsolidated real estate entities - $(2,700), c) restricted cash - $6,913, d) accounts receivable - $(201), e) deferred costs - $2,661, f) prepaid and other assets - $1,617, g) mortgage notes payable - $(118,556), h) accounts payable and accrued expenses - $(29,030), and i) accumulated other comprehensive loss - $(199).

Share distributions of $14,506 and $14,306 were declared, but not paid, as of September 30, 2013 and December 31, 2012, respectively.  Operating Partnership distributions of $221 and $231 were declared, but not paid as of September 30, 2013 and December 31, 2012, respectively.  Distributions for GRT's 8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series G Preferred Shares”) of $2,387 and $4,215 were declared, but not paid, as of September 30, 2013 and December 31, 2012, respectively. Distributions for GRT's 7.5% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest of $1,875 were declared, but not paid, as of September 30, 2013 and December 31, 2012, $1,562 of which relates to the three months ended September 30, 2013 and December 31, 2012. Distributions for GRT's 6.875% Series I Cumulative Redeemable Preferred Shares of Beneficial Interest (“Series I Preferred Shares”) of $1,633 were declared, but not paid, as of September 30, 2013, $1,379 of which relates to the three months ended September 30, 2013.

Use of Estimates

The preparation of financial statements in conformity with GAAP in the U.S. requires management 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 the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications of prior period amounts, including the presentation of the Consolidated Statements of Comprehensive Income required by ASC Topic 205 - “Presentation of Financial Statements,” have been made in the financial statements in order to conform to the 2013 presentation.

3.
Real Estate Asset Held-for-Sale

As required by ASC Topic 360 - “Property, Plant, and Equipment,” long-lived assets to be disposed of by sale are measured at the lower of the carrying amount for such assets or their fair value less costs to sell.

During the three months ended September 30, 2013, the Company classified undeveloped land located in Vero Beach, Florida, which is owned by the consolidated joint venture, Vero Beach Fountains, LLC, (the "VBF Venture"), as held-for-sale.

During the nine months ended September 30, 2013, the Company sold a sixty-nine acre parcel of vacant land located near Cincinnati, Ohio for $4,435. This land was classified as held-for-sale at December 31, 2012.

 
September 30,
2013
 
December 31,
2012
Real estate asset held-for-sale
$
3,658

 
$
4,056




9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

4.
Investment in Joint Ventures – Consolidated

As of September 30, 2013, the Company has an interest in two consolidated joint ventures. Each qualifies as a VIE under ASC Topic 810 and the Company is the primary beneficiary of both of these joint ventures.

Surprise Venture

This investment consists of a 50% interest held by a GPLP subsidiary in a joint venture (the “Surprise Venture”) with the former landowner of the real property underlying the community shopping center. The Surprise Venture owns and operates Town Square at Surprise (“Surprise”), a community shopping center located in Surprise, Arizona.

During the nine months ended September 30, 2013, the Surprise Venture sold to an unaffiliated third party, a 5,000 square foot outparcel for $3,320 and is recorded as "Other revenues" in the Consolidated Statements of Comprehensive Income. The proceeds from this sale were used to reduce both the mortgage note payable balance on Surprise as well as the loan made to the Surprise Venture by GPLP. As of September 30, 2013, GPLP has an outstanding loan to the Surprise Venture of $450 which eliminates in consolidation. Subsequent to September 30, 2013, the Surprise Venture entered into a listing agreement to sell Surprise.

VBF Venture

On October 5, 2007, an affiliate of the Company entered into an agreement with an unaffiliated third party to form the VBF Venture. The Company contributed $5,000 in cash for a 50% interest in the VBF Venture. The economics of the VBF Venture require that the Company receive a preferred return and 75% of the distributions from the VBF Venture until such time as the capital contributed by the Company is returned. As discussed in Note 3 - "Real Estate Asset Held-For-Sale", the Company has listed the undeveloped land held by the VBF Venture as held-for-sale.

The Company did not provide any additional financial support to the VBF Venture during the nine months ended September 30, 2013.  Furthermore, the Company does not have any contractual commitments or obligations to provide additional financial support to the VBF Venture.

The carrying amounts and classification on the Company's Consolidated Balance Sheets of the total assets and liabilities of both the Surprise Venture and the VBF Venture at September 30, 2013 and December 31, 2012, are as follows:

 
 
September 30,
2013
 
December 31,
2012
Investment in real estate, net
 
$
2,021

 
$
8,513

Real estate asset held-for-sale
 
$
3,658

 
$

Total assets
 
$
5,714

 
$
8,699

Mortgage note payable
 
$
1,345

 
$
3,592

Total liabilities
 
$
1,525

 
$
3,755


Both the Surprise Venture and the VBF Venture are separate legal entities, and are not liable for the debts of the Company.  All of the assets in the table above are restricted for settlement of the joint venture obligations.  Accordingly, creditors of the Company may not satisfy their debts from the assets of the Surprise Venture or the VBF Venture, except as permitted by applicable law or regulation, or by agreement.



10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

5.
Investment in and Advances to Unconsolidated Real Estate Entities

The Company's investment activity in material unconsolidated real estate entities for the nine months ended September 30, 2013 consisted of investments in two separate joint venture arrangements (the “Ventures”).  A description of each of the Ventures is provided below:

Blackstone Joint Venture

This investment consisted of a 40% interest held by a GPLP subsidiary in a joint venture (the “Blackstone Joint Venture”) with an affiliate of The Blackstone Group ("Blackstone") that owned and operated both Lloyd Center ("Lloyd"), located in Portland, Oregon, and WestShore Plaza ("WestShore"), located in Tampa, Florida.

On June 11, 2013, the Blackstone Joint Venture sold Lloyd for a combined sales price of $188,250 to two separate parties and recorded a gain on the sale in the amount of $15,254.

On June 25, 2013, a GRT affiliate purchased the remaining 60% ownership interest in WestShore from affiliates of Blackstone (the "WestShore Acquisition"). The details of this transaction are discussed in Note 18 - "Acquisition of Properties."

ORC Venture

This investment consists of a 52% economic interest held by GPLP in a joint venture (the “ORC Venture”) with an affiliate of Oxford Properties Group (“Oxford”), which is the global real estate platform for the Ontario (Canada) Municipal Employees Retirement System, a Canadian pension plan.  The ORC Venture, formed in December 2005, currently owns and operates one mall Property - Puente Hills Mall located in City of Industry, California.

The ORC Venture formerly owned and operated Tulsa Promenade ("Tulsa") located in Tulsa, Oklahoma, which was sold on June 28, 2013 for $12,300. The ORC Venture recorded a loss on the disposal of the asset of $2,889 and a gain on the extinguishment of the related debt of $13,250. The note payable due to GPLP was written off by both the ORC Venture and GPLP without any net financial impact to the consolidated financial statements of the Company for the three and nine months ended September 30, 2013.

Individual agreements specify which services the Company is to provide to each Venture. The Company, primarily through its affiliates GDC and GPLP, provides management, development, construction, leasing, legal, housekeeping, and security services for a fee to each Venture described above.  The Company recognized fee and service income of $258 and $1,695 for the three months ended September 30, 2013 and 2012, respectively, and fee and service income of $3,978 and $5,947 for the nine months ended September 30, 2013 and 2012, respectively.

With the sale of Lloyd on June 11, 2013, the results of operations for Lloyd are only included in the combined unconsolidated joint venture Statements of Operations for the period from January 1, 2012 through June 10, 2013.

With the purchase of Blackstone's 60% interest in WestShore by the Company on June 25, 2013, the results of operations for WestShore are only included in the combined unconsolidated joint venture Statements of Operations for the period from January 1, 2012 through June 24, 2013.

With the sale of Tulsa on June 28, 2013, the results of operations for Tulsa are only included in the combined unconsolidated joint venture Statements of Operations for the period from January 1, 2012 through June 27, 2013.


11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

The net income or loss generated by the Company's joint ventures is allocated in accordance with the provisions of the applicable operating agreements.  The summary financial information for all of the Company's unconsolidated joint ventures accounted for using the equity method is presented below:

 
For the Three Months Ended
September 30,
Combined Statements of Operations
2013
 
2012
Total revenues
$
5,731

 
$
19,131

Operating expenses
3,600

 
8,946

Depreciation and amortization
1,615

 
5,224

Impairment loss (1)

 
697

Operating income
516

 
4,264

Other expenses, net
19

 
91

Interest expense, net
763

 
4,156

Net (loss) income
(266
)
 
17

Preferred dividend
4

 
8

Net (loss) income from the Company’s unconsolidated real estate entities
$
(270
)
 
$
9

GPLP’s share of loss from all unconsolidated real estate entities
$
(130
)
 
$
(83
)
 
For the Nine Months Ended
September 30,
Combined Statements of Operations
2013
 
2012
Total revenues
$
42,510

 
$
73,326

Operating expenses
21,217

 
35,945

Depreciation and amortization
11,637

 
20,809

Impairment loss (1)

 
11,359

Operating income
9,656

 
5,213

Gain on sale of properties, net (2)
12,365

 

Gain on debt extinguishment
13,250

 

Other expenses, net
152

 
321

Interest expense, net
8,342

 
14,312

Net income (loss)
26,777

 
(9,420
)
Preferred dividend
16

 
23

Net income (loss) from the Company’s unconsolidated real estate entities
$
26,761

 
$
(9,443
)
GPLP’s share of income (loss) from all unconsolidated real estate entities
$
13,181

 
$
(4,668
)

(1)
This amount for the three months ended September 30, 2012, relates to a $697 impairment loss that the ORC Venture recorded when it reduced the carrying value of Tulsa in connection with its quarterly impairment evaluation. The impairment loss for the nine months ended September 30, 2012, also includes an additional $7,562 impairment loss that the ORC Venture recorded when it previously reduced the carrying value of Tulsa in connection with its quarterly impairment evaluation and a $3,100 impairment loss that the Surprise Venture recorded on Surprise based upon its best estimate of the future use of the Property.
(2)
This amount includes a $15,254 gain recorded by the Blackstone Venture associated with the sale of Lloyd and a $2,889 loss recorded by the ORC Venture associated with the sale of Tulsa.



12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

6.
Tenant Accounts Receivable, net

The Company’s accounts receivable is comprised of the following components:

 
September 30,
2013
 
December 31,
2012
Billed receivables
$
5,676

 
$
6,219

Straight-line receivables
23,159

 
20,129

Unbilled receivables
8,091

 
10,146

Less:  allowance for doubtful accounts
(5,148
)
 
(4,701
)
Tenant accounts receivable, net
$
31,778

 
$
31,793




13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

7.
Mortgage Notes Payable

Mortgage notes payable as of September 30, 2013 and December 31, 2012 consist of the following:
Description/Borrower
 
Carrying Amount of
Mortgage Notes Payable
 
Interest Rate
 
Interest
Terms
 
Payment
Terms
 
Payment at
Maturity
 
Maturity Date
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
 
 
Fixed Rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 JG Elizabeth, LLC
$
137,708

 
$
140,409

 
4.83
%
 
4.83
%
 
 
 
(a)
 
$
135,194

 
June 8, 2014
 MFC Beavercreek, LLC
95,494

 
97,285

 
5.45
%
 
5.45
%
 
 
 
(a)
 
$
92,762

 
November 1, 2014
 Glimcher Supermall Venture, LLC
51,976

 
53,018

 
7.54
%
 
7.54
%
 
(i)
 
(a)
 
$
49,969

 
(e)
 Glimcher Merritt Square, LLC
54,643

 
55,205

 
5.35
%
 
5.35
%
 
 
 
(a)
 
$
52,914

 
September 1, 2015
 SDQ Fee, LLC
66,949

 
67,778

 
4.91
%
 
4.91
%
 
 
 
(a)
 
$
64,577

 
October 1, 2015
 BRE/Pearlridge, LLC
175,000

 
175,000

 
4.60
%
 
4.60
%
 
 
 
(m)
 
$
169,327

 
November 1, 2015
 RVM Glimcher, LLC
46,807

 
47,378

 
5.65
%
 
5.65
%
 
 
 
(a)
 
$
44,931

 
January 11, 2016
 WTM Glimcher, LLC
60,000

 
60,000

 
5.90
%
 
5.90
%
 
 
 
(b)
 
$
60,000

 
June 8, 2016
 EM Columbus II, LLC
40,315

 
40,791

 
5.87
%
 
5.87
%
 
 
 
(a)
 
$
38,057

 
December 11, 2016
 Glimcher MJC, LLC
53,105

 
53,573

 
6.76
%
 
6.76
%
 
 
 
(a)
 
$
47,768

 
May 6, 2020
 Grand Central Parkersburg, LLC
43,294

 
43,730

 
6.05
%
 
6.05
%
 
 
 
(a)
 
$
38,307

 
July 6, 2020
 ATC Glimcher, LLC
40,743

 
41,223

 
4.90
%
 
4.90
%
 
 
 
(a)
 
$
34,569

 
July 6, 2021
 Dayton Mall II, LLC
82,000

 
82,000

 
4.57
%
 
4.57
%
 
 
 
(d)
 
$
75,241

 
September 1, 2022
 PFP Columbus II, LLC
225,000

 

 
3.90
%
 

 
 
 
(f)
 
$
203,576

 
March 1, 2025
 Leawood TCP, LLC
75,175

 
76,057

 
5.00
%
 
5.00
%
 
 
 
(a)
 
$
52,465

 
(j)
 119 Leawood, LLC
37,468

 
37,948

 
4.25
%
 
4.25
%
 
 
 
(a)
 
$
25,820

 
(j)
 UPV Glimcher, LP
55,000

 

 
3.85
%
 

 
 
 
(g)
 
$
45,977

 
May 1, 2028
 Tax Exempt Bonds (k)
19,000

 
19,000

 
6.00
%
 
6.00
%
 
 
 
(c)
 
$
19,000

 
November 1, 2028
 
 
1,359,677

 
1,090,395

 
 

 
 

 
 
 
 
 
 

 
 
Variable Rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 SDQ III Fee, LLC
 
12,930

 
12,930

 
3.08
%
 
3.11
%
 
(l)
 
(b)
 
$
12,930

 
(t)
 Surprise Peripheral Venture, LLC
 
1,345

 
3,592

 
5.50
%
 
5.50
%
 
(p)
 
(a)
 
$
1,268

 
December 31, 2014
 Kierland Crossing, LLC
 
130,000

 
130,000

 
3.27
%
 
3.28
%
 
(h)
 
(b)
 
$
130,000

 
(n)
 Glimcher Westshore, LLC
 
99,600

 

 
2.80
%
 

 
(q)
 
(b)
 
$
99,600

 
(s)
 Glimcher Westshore Mezz, LLC
 
20,000

 

 
8.00
%
 

 
(r)
 
(b)
 
$
20,000

 
(s)
 
 
263,875

 
146,522

 
 
 
 
 
 
 
 
 
 
 
 
Other:
 
 

 
 

 
 

 
 

 
 
 
 
 
 

 
 
Fair value adjustments
 
2,944

 
3,988

 
 

 
 

 
 
 
 
 
 

 
 
Extinguished debt
 

 
158,869

 
 
 
(o)
 
 
 
 
 
 
 
 
Mortgage Notes Payable
 
$
1,626,496

 
$
1,399,774

 
 

 
 

 
 
 
 
 
 

 
 
(a)
The loan requires monthly payments of principal and interest.
(b)
The loan requires monthly payments of interest only.
(c)
The loan requires semi-annual payments of interest only.
(d)
The loan requires monthly payments of interest only until October 2017. Thereafter, monthly payments of principal and interest are required.
(e)
The loan matures in September 2029, with an optional prepayment (without penalty) date on February 11, 2015.
(f)
The loan requires monthly payments of interest only until April 2020. Thereafter, monthly payments of principal and interest are required.
(g)
The loan requires monthly payments of interest only until May 2020. Thereafter, monthly payments of principal and interest are required.
(h)
$105,000 was fixed through a swap agreement at a rate of 3.14% at September 30, 2013 and December 31, 2012, and the remaining $25,000 incurs interest at an average rate of LIBOR plus 3.65%.
(i)
Interest rate escalates after optional prepayment date.
(j)
The loans for Town Center Plaza and Town Center Crossing are cross-collateralized and have a call date of February 1, 2027.
(k)
The bonds were issued by the New Jersey Economic Development Authority as part of the financing for the development of The Outlet CollectionTM | Jersey Gardens site. Although not secured by the Property, the loan is fully guaranteed by GRT.
(l)
Interest rate of LIBOR plus 2.90%.
(m)
The loan requires monthly payments of interest only until November 2013. Thereafter, monthly payments of principal and interest are required.
(n)
The loan matures May 22, 2015; however, a portion of the loan ($107,000) may be extended for one year subject to payment of certain loan extension fees and satisfaction of other conditions.
(o)
Interest rates ranging from 3.71% to 5.24% at December 31, 2012.
(p)
Interest rate is the greater of 5.50% or LIBOR plus 4.00%.
(q)
Interest rate is the greater of 2.80% or LIBOR plus 2.30%. The rate has been capped at 6.30%.
(r)
Interest rate is the greater of 8.00% or LIBOR plus 7.50%. The rate has been capped at 11.50%.
(s)
The loan matures October 1, 2015; however, the loan may be extended for two years subject to payment of certain loan extension fees and satisfaction of other conditions.
(t)
The loan matures December 1, 2013; however, the loan may be extended for one year subject to payment of certain loan extension fees and satisfaction of other conditions.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

All mortgage notes payable are collateralized either directly or indirectly by certain Properties (owned by the respective entities) with net book values of $2,129,611 and $1,812,056 at September 30, 2013 and December 31, 2012, respectively. Certain provisions of the loans contain financial covenants regarding minimum net operating income and coverage ratios.  Management believes the Company's affiliate borrowers are in compliance with all covenants at September 30, 2013.  Additionally, $161,930 of mortgage notes payable relating to certain Properties, including $19,000 of tax exempt bonds issued as part of the financing for the development of The Outlet Collection™ | Jersey Gardens ("Jersey Gardens"), have been guaranteed by GRT as of September 30, 2013.

8.
Notes Payable

On February 20, 2013, GPLP closed on a modification and extension of its $250,000 corporate credit facility (as amended, the “Credit Facility”). The Credit Facility amended the $250,000 secured credit facility that was due to expire in October 2014 (the “Prior Facility”). The modification converts the credit facility from a secured facility to an unsecured facility and extends the facility's maturity date to February 2017 with an additional one-year extension option available that would extend the final maturity date to February 2018. The Credit Facility provides for improved pricing through a lower interest rate structure. The interest rate ranges from LIBOR plus 1.65% to LIBOR plus 2.25% per annum based upon the quarterly measurement of our consolidated debt outstanding as a percentage of total asset value. The applicable interest rate as of September 30, 2013 is LIBOR plus 1.95% per annum. GPLP may increase the total borrowing availability to $400,000 under an accordion feature. The Company's availability under the Credit Facility is determined based upon the value of its unencumbered assets and is measured on a quarterly basis. The Credit Facility contains customary covenants, representations, warranties and events of default, including maintenance of a specified net worth requirement; a consolidated debt outstanding as a percentage of total asset value ratio; an interest coverage ratio; a fixed charge ratio; and a total recourse debt outstanding as a percentage of total asset value ratio.  Management believes GPLP is in compliance with all covenants of the Credit Facility as of September 30, 2013.

Simultaneous with the closing of the Credit Facility, GPLP closed on a fully funded secured credit facility in the amount of $45,000 (the “Secured Facility”). The maturity date for the Secured Facility is the earlier of: (i) May 19, 2014 or (ii) the date of repayment of all or any part of the existing mortgage loan secured by Jersey Gardens. GPLP will make interest only payments during the term of the Secured Facility. The interest rate for the Secured Facility is LIBOR plus 2.50% per annum. GPLP is able to make optional prepayments of outstanding principal under the Secured Facility subject to certain conditions. Collateral for the Secured Facility consists of the collateral assignment of membership interests in three limited liability companies and of the partnership interest in one limited partnership, all four of which are affiliates of GPLP and separately hold title to four different Properties. At September 30, 2013, the balance on the Secured Facility was $45,000 and the average interest rate on the outstanding balance was 2.68% per annum.

At September 30, 2013, the availability level on the Credit Facility, based on quarterly availability tests, was $197,206, and the outstanding balance was $78,000.  Additionally, $4,245 represents a holdback on the available balance for letters of credit issued under the Credit Facility.  As of September 30, 2013, the unused balance of the Credit Facility available to the Company was $114,961, and the average interest rate on the outstanding balance was 2.13% per annum.

At December 31, 2012, the availability level on the Prior Facility, based on quarterly availability tests, was $214,346, and the outstanding balance was $85,000.  Additionally, $817 represented a holdback on the available balance for letters of credit issued under the Prior Facility.  As of December 31, 2012, the unused balance of the Prior Facility available to the Company was $128,529, and the average interest rate on the outstanding balance was 2.46% per annum.

9.
Equity Activity

On March 27, 2013, GRT completed a $90,000 public offering of 3,600,000 of its Series I Preferred Shares. GRT also granted to the underwriters an over-allotment option to purchase up to 400,000 additional Series I Preferred Shares within 30 days. On April 4, 2013, the underwriters partially exercised this over-allotment option and purchased 200,000 Series I Preferred Shares. The net proceeds to GRT from the offering, after deducting underwriting commissions, discounts, and offering expenses, were $91,600, including net proceeds of $4,835 from the over-allotment.


15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

On April 29, 2013, the Company redeemed 3,600,000 of its Series G Preferred Shares outstanding at $25.00 per share, plus accumulated and unpaid distributions for a total of $90,569 using net proceeds from the Series I Preferred Share offering. In connection with this redemption, the Company used the catch-up method to accrete the excess of the scheduled call price over the carrying value, which includes previously incurred issuance costs, resulting in a charge of $9,426 for the nine months ended September 30, 2013.

On May 10, 2013, we filed an automatically effective universal shelf registration statement on Form S-3 (the "New Shelf") with the SEC registering debt securities, preferred shares, depository shares, common shares of beneficial interest ("Common Stock" or "Common Shares"), equity warrants, units, rights (to purchase our common shares, preferred shares and other securities), purchase contracts, and any combination of the foregoing. The New Shelf replaces the previous shelf registration statement utilized by GRT which was filed with the SEC on February 25, 2011. The New Shelf has a three year term and is not limited in the amount of securities that can be issued for subsequent registered debt or equity offerings.

On May 10, 2013, we established a new continuous at-the-market equity offering program (the “2013 Program”), pursuant to which we may offer and sell, from time to time, Common Shares with an aggregate sale price of up to $215,000. The 2013 Program replaces the prior $200,000 continuous at-the-market equity offering program previously established in May 2011 and subsequently amended from time to time (the “2011 Program” and, together with the 2013 Program, the “GRT ATM Program”). During the nine months ended September 30, 2013, GRT issued 1,504,500 Common Shares under the GRT ATM Program at a weighted average issue price of $11.65 per Common Share, generating net proceeds of $16,944 after deducting $589 of offering related costs and commissions. GRT used the proceeds from the GRT ATM Program to reduce the outstanding balance under the Credit Facility. As of September 30, 2013, GRT had $209,201 available for issuance under the GRT ATM Program.

10.
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 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 has elected to designate all interest rate swaps as cash flow hedging relationships.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in “Accumulated other comprehensive loss” (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the nine months ended September 30, 2013 and 2012, such derivatives were used to hedge the variable cash flows associated with our existing variable-rate debt. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company had hedge ineffectiveness which resulted in an increase in interest expense of $4 during the three months ended September 30, 2013 compared to no hedge ineffectiveness in earnings during the three months ended September 30, 2012. The Company had hedge ineffectiveness which resulted in a decrease in interest expense of $6 during the nine months ended September 30, 2013 compared to no hedge ineffectiveness in earnings during the nine months ended September 30, 2012.

On June 25, 2013, the Company completed the WestShore Acquisition. As a result of the consolidation, the cash flow hedges associated with the WestShore mortgage debt are now included in the consolidated financial statements.


16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

Amounts reported in OCL relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that an additional $449 will be reclassified as an increase to interest expense.

As of September 30, 2013, the Company had three outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $227,500.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012:

 
Liability Derivatives
 
As of September 30, 2013
 
As of December 31, 2012
 
Balance Sheet
Location
 
Fair
Value
 
Balance Sheet
Location
 
Fair
Value
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
Interest Rate Products
Accounts Payable and Accrued Expenses
 
$
566

 
Accounts Payable and Accrued Expenses
 
$
813


The derivative instruments were reported at their fair value of $566 and $813 in "Accounts payable and accrued expenses" at September 30, 2013 and December 31, 2012, respectively, with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Over time, the unrealized gains and losses held in OCL will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings.

The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2013 and 2012:

Derivatives in Cash Flow Hedging Relationships
 
Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
 
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
 
September 30,

 
 
 
September 30,

 
 
 
September 30,

 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
Interest Rate Products
 
$
(156
)
 
$
(440
)
 
Interest expense
 
$
(122
)
 
$
(111
)
 
Interest expense
 
$
(4
)
 
$


During the three months ended September 30, 2013, the Company recognized other comprehensive loss on derivative instruments of $34, to adjust the carrying amount of the interest rate swaps to their fair values at September 30, 2013, net of $122 in reclassifications to earnings for interest rate swap settlements during the period.

During the three months ended September 30, 2012, the Company recognized other comprehensive loss on derivative instruments of $329, to adjust the carrying amount of the interest rate swaps to their fair values at September 30, 2012, net of $111 in reclassifications to earnings for interest rate swap settlements during the period. The Company allocated $5 of other comprehensive loss to the noncontrolling interest during the three months ended September 30, 2012.


17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2013 and 2012:

Derivatives in Cash Flow Hedging Relationships
 
Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion)
 
Location of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
 
Amount of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
 
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
 
September 30,

 
 
 
September 30,

 
 
 
September 30,

 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
Interest Rate Products
 
$
(151
)
 
$
(1,085
)
 
Interest expense
 
$
(354
)
 
$
(184
)
 
Interest expense
 
$
6

 
$


During the nine months ended September 30, 2013, the Company recognized other comprehensive income on derivative instruments of $203, to adjust the carrying amount of the interest rate swaps to their fair values at September 30, 2013, net of $354 in reclassifications to earnings for interest rate swap settlements during the period. The Company allocated $4 of other comprehensive income to noncontrolling interest during the nine months ended September 30, 2013.

During the nine months ended September 30, 2012, the Company recognized other comprehensive loss on derivative instruments of $901 to adjust the carrying amount of the interest rate swaps to fair values at September 30, 2012, net of $184 in reclassifications to earnings for interest rate swap settlements during the period. The Company allocated $15 of other comprehensive loss to noncontrolling interest during the nine months ended September 30, 2012.

Non-designated Hedges

The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedges.

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, 2013, the fair value of derivatives in a net liability position, plus accrued interest, but excludes any adjustment for nonperformance risk, related to these agreements was $616. As of September 30, 2013, 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, 2013, it would have been required to settle its obligations under the agreements at their termination value of $616.



18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

11.Fair Value Measurements

The Company measures and discloses its fair value measurements in accordance with ASC Topic 820 - “Fair Value Measurements and Disclosure” (“Topic 820”). Topic 820 guidance emphasizes that fair value is a market-based measurement, not an entity-specific measurement.  Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability.  As a basis for considering market participant assumptions in fair value measurements, Topic 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).  The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company has derivatives that must be measured under the fair value standard. 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.

Derivative financial instruments

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, 2013, 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.

Recurring Valuations

The Company values its derivative instruments, net using significant other observable inputs (Level 2).


19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

Nonrecurring Valuations

During the year ended December 31, 2012, based upon management's estimated future plans for Eastland Mall ("Eastland") and in accordance with ASC Topic 360 - "Property, Plant, and Equipment", the Company reduced the carrying value of the Property to its estimated net realizable value and recorded an $18,477 impairment loss. The Company valued the Property using an independent appraisal.

The table below presents the Company's assets and liabilities measured at fair value as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall:

 
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Balance at
September 30, 2013
Liabilities:
 

 
 

 
 

 
 

Derivative instruments, net
$

 
$
566

 
$

 
$
566


 
Quoted Prices in Active Markets for Identical Assets and Liabilities
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Balance at December 31,
2012
Assets:
 
 
 
 
 
 
 
Investment in real estate, net
$

 
$

 
$
25,500

 
$
25,500

Liabilities:
 
 
 
 
 
 
 
Derivative instruments, net
$

 
$
813

 
$

 
$
813


12.
Stock-Based Compensation

Restricted Common Shares

Outstanding shares of restricted Common Stock have been granted pursuant to GRT’s 2004 Amended and Restated Incentive Compensation Plan and, commencing during the three month period ending June 30, 2012, the GRT 2012 Incentive Compensation Plan (the "2012 Plan"). Restricted Common Shares issued to GRT's senior executive officers primarily vest in one-third installments over a period of five years beginning on the third anniversary of the grant date. The restricted Common Stock value is determined by the Company’s closing market share price on the grant date. As restricted Common Stock represents an incentive for future periods, the Company recognizes the related compensation expense ratably over the applicable vesting periods. During the nine months ended September 30, 2013, the Company granted 194,391 restricted Common Shares. Of this amount, 159,750 restricted Common Shares vest in one-third installments over a period of five years beginning on the third anniversary of the grant date and 34,641 restricted Common Shares vest in one-third installments over a period of three years beginning on the first anniversary of the grant date.

The compensation expense for all restricted Common Shares was $790 and $363 for the three months ended September 30, 2013 and 2012, respectively, and $2,265 and $946 for the nine months ended September 30, 2013 and 2012, respectively. The amount of compensation expense related to unvested restricted Common Shares that the Company expects to expense in future periods, over a weighted average period of 3.7 years, is $10,951 as of September 30, 2013.


20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

Share Option Plans

Options granted under the Company’s share option plans generally vest over a three-year period, with options exercisable at a rate of 33.3% per annum beginning with the first anniversary of the grant date. The options generally expire on the tenth anniversary of the grant date. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes options pricing model and is amortized over the requisite vesting period. During the nine months ended September 30, 2013 and 2012, the Company issued 314,500 and 297,000 options, respectively. The fair value of each option granted in 2013 was calculated on the date of the grant with the following assumptions: weighted average risk free interest rate of 0.75%, expected life of five years, annual dividend rates of $0.40, and weighted average volatility of 52.8%. The weighted average fair value of options issued during the nine months ended September 30, 2013 was $4.58 per share. Compensation expense recorded for the Company’s share option plans was $310 and $245 for the three months ended September 30, 2013 and 2012, respectively, and $828 and $572 for the nine months ended September 30, 2013 and 2012, respectively.

Performance Shares

During the nine months ended September 30, 2013, GRT allocated 154,819 performance shares to its senior executive officers under the 2012 Plan. Under the terms of the award agreement for each respective grant, a 2012 Plan participant’s allocation of performance shares are convertible into Common Shares as determined by the outcome of GRT’s relative total shareholder return (“TSR”) for its Common Shares during the period of January 1, 2013 to December 31, 2015 (the “2013 Performance Period”), as compared to the TSR for the common shares of a selected group of twenty-four retail-oriented REITs.

The compensation expense recorded for performance shares was calculated in accordance with ASC Topic 718 - “Compensation-Stock Compensation.” The fair value of the unearned portion of the performance share awards was determined utilizing the Monte Carlo simulation technique and will be amortized to compensation expense over the 2013 Performance Period. The fair value of the performance shares allocated under the 2012 Plan was determined to be $12.51 per share for a total compensation amount of $1,937 to be recognized over the 2013 Performance Period.

The amount of compensation expense related to all outstanding performance shares was $429 and $256 for the three months ended September 30, 2013 and 2012, respectively, and $1,042 and $518 for the nine months ended September 30, 2013 and 2012, respectively.

13.
Commitments and Contingencies

At September 30, 2013, there were 2.2 million Operating Partnership units ("OP Units") outstanding.  These OP Units are redeemable, at the option of the holders, beginning on the first anniversary of their issuance.  The redemption price for an OP Unit shall be, at the option of GPLP, payable in the following form and amount: a) cash for each OP unit at a price equal to the fair market value of one Common Share of GRT, b) one Common Share for each OP Unit, or c) any combination of cash and Common Shares.  The fair value of the OP Units outstanding at September 30, 2013 is $22,219 based upon a per unit value of $10.07 at September 30, 2013 (based upon a five-day average closing price of the Common Stock from September 23, 2013 to September 27, 2013).

The Company has provided a limited guarantee of franchise tax payments to be received by the City of Elizabeth, New Jersey until franchise tax payments achieve $5,600 annually.  Through September 30, 2013, the Company has made $17,560 in payments under this guarantee agreement. During 2010, the Company was relieved from its limited guarantee of franchise taxes. The guarantee agreement allows the Company to recover payments made under the guaranty plus interest at LIBOR plus 2.00% per annum.  The reimbursement will occur from any excess assessments collected by the city above specified annual levels over the franchise assessment period of 30 years. Fifty percent of excess taxes collected over the $5,600 annual threshold will be paid by the city to the Company each year that the taxes collected exceed the threshold, until such time that the Company has recovered all previous guaranty payments plus LIBOR plus 2.00% per annum or the end of the franchise period is reached. As of September 30, 2013, no payment is due from the city as the threshold amount has not yet been achieved. Based upon projected franchise tax collections during the guarantee period, the Company expects to recover at least $15,032 before the guarantee period ends in 2030.  Accordingly, this $15,032 is included in “Prepaid and other assets” in the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.



21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

14.
Earnings Per Common Share (shares in thousands)

The presentation of basic EPS and diluted EPS is summarized in the tables below:

 
For the Three Months Ended September 30,
 
2013
 
2012
Basic EPS:
Income
 
Shares
 
Per Share
 
Income
 
Shares
 
Per Share
Income (loss) from continuing operations
$
858

 
 
 
 
 
$
(1,144
)
 
 
 
 
Less:  preferred stock dividends
(5,895
)
 
 
 
 
 
(6,605
)
 
 
 
 
Less: preferred stock redemption costs

 
 
 
 
 
(3,446
)
 
 
 
 
Noncontrolling interest adjustments (1)
87

 
 
 
 
 
206

 
 
 
 
Loss from continuing operations
$
(4,950
)
 
145,043

 
$
(0.03
)
 
$
(10,989
)
 
140,641

 
$
(0.08
)
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) income from discontinued operations
$
(28
)
 
 

 
 

 
$
636

 
 

 
 

Noncontrolling interest adjustments (1)

 
 

 
 

 
(10
)
 
 

 
 

(Loss) income from discontinued operations
$
(28
)
 
145,043

 
$
0.00

 
$
626

 
140,641

 
$
0.00

Net loss to common shareholders
$
(4,978
)
 
145,043

 
$
(0.03
)
 
$
(10,363
)
 
140,641

 
$
(0.07
)
Diluted EPS:
 

 
 

 
 

 
 

 
 

 
 
Income (loss) from continuing operations
$
858

 
145,043

 
 

 
$
(1,144
)
 
140,641

 
 

Less:  preferred stock dividends
(5,895
)
 
 

 
 

 
(6,605
)
 
 

 
 

Less: preferred stock redemption costs

 
 
 
 
 
(3,446
)
 
 
 
 
Noncontrolling interest adjustments (2)
11

 
 
 
 
 
25

 
 
 
 
Operating partnership units
 
 
2,207

 
 
 
 
 
2,323

 
 
Loss from continuing operations
$
(5,026
)
 
147,250

 
$
(0.03
)
 
$
(11,170
)
 
142,964

 
$
(0.08
)
(Loss) income from discontinued operations
$
(28
)
 
147,250

 
$
0.00

 
$
636

 
142,964

 
$
0.00

Net loss to common shareholders before operating partnership noncontrolling interest
$
(5,054
)
 
147,250

 
$
(0.03
)
 
$
(10,534
)
 
142,964

 
$
(0.07
)

 
For the Nine Months Ended September 30,
 
2013
 
2012
Basic EPS:
Income
 
Shares
 
Per Share
 
Income
 
Shares
 
Per Share
Income from continuing operations
$
38,991

 
 
 
 
 
$
15,184

 
 
 
 
Less:  preferred stock dividends
(18,521
)
 
 
 
 
 
(18,879
)
 
 
 
 
Less: preferred stock redemption costs
(9,426
)
 
 
 
 
 
(3,446
)
 
 
 
 
Noncontrolling interest adjustments (1)
(254
)
 
 
 
 
 
199

 
 
 
 
Income (loss) from continuing operations
$
10,790

 
144,334

 
$
0.07

 
$
(6,942
)
 
132,692

 
$
(0.05
)
 
 
 
 
 
 
 
 
 
 
 
 
Income from discontinued operations
$
241

 
 

 
 

 
$
740

 
 

 
 

Noncontrolling interest adjustments (1)
(4
)
 
 

 
 

 
(14
)
 
 

 
 

Income from discontinued operations
$
237

 
144,334

 
$
0.00

 
$
726

 
132,692

 
$
0.01

Net income (loss) to common shareholders
$
11,027

 
144,334

 
$
0.08

 
$
(6,216
)
 
132,692

 
$
(0.05
)
Diluted EPS:
 

 
 

 
 

 
 

 
 

 
 
Income from continuing operations
$
38,991

 
144,334

 
 

 
$
15,184

 
132,692

 
 

Less:  preferred stock dividends
(18,521
)
 
 

 
 

 
(18,879
)
 
 

 
 

Less: preferred stock redemption costs
(9,426
)
 
 
 
 
 
(3,446
)
 
 
 
 
Noncontrolling interest adjustments (2)
(103
)
 
 
 
 
 
25

 
 
 
 
Operating partnership units
 
 
2,247

 
 
 
 
 
2,522

 
 
Options / performance shares
 
 
630

 
 
 
 
 

 
 
Income (loss) from continuing operations
$
10,941

 
147,211

 
$
0.07

 
$
(7,116
)
 
135,214

 
$
(0.05
)
Income from discontinued operations
$
241

 
147,211

 
$
0.00

 
$
740

 
135,214

 
$
0.01

Net income (loss) to common shareholders before operating partnership noncontrolling interest
$
11,182

 
147,211

 
$
0.08

 
$
(6,376
)
 
135,214

 
$
(0.05
)

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

(1)
The noncontrolling interest adjustment reflects the allocation of noncontrolling interest expense to continuing and discontinued operations for appropriate allocation in the calculation of earnings per share.
(2)
Amount represents the noncontrolling interest expense associated with consolidated joint ventures.

Stock options with exercise prices greater than the average share prices for the periods presented were excluded from the respective computations of diluted EPS because to do so would have been antidilutive. The number of such options as of September 30, 2013 was 1,093. All stock options were excluded in the computation of diluted EPS as of September 30, 2012. GRT has issued restricted Common Shares which have non-forfeitable rights to dividends immediately after issuance. These shares are considered participating securities and are included in the weighted average outstanding share amounts.

15.
Discontinued Operations

Financial results of Properties the Company sold or held-for-sale are reflected in discontinued operations for all periods reported in the Consolidated Statements of Comprehensive Income (Loss).  The table below summarizes key financial results for these discontinued operations:

 
For the Three Months Ended September 30,
 
2013
 
2012
Revenues
$

 
$
6,377

Other expense
(28
)
 
(5,742
)
Operating (loss) income
(28
)
 
635

Interest income

 
1

Net (loss) income from discontinued operations
$
(28
)
 
$
636


 
For the Nine Months Ended September 30,
 
2013
 
2012
Revenues
$
136

 
$
6,739

Other income (expense)
105

 
(6,001
)
Operating income
241

 
738

Interest income

 
2

Net income from discontinued operations
$
241

 
$
740


The revenues and operating expenses for the three and nine months ended September 30, 2012 primarily relate to an outparcel at Northtown Mall, located in Blaine, Minnesota, which was sold during the third quarter of 2012.

16.
Intangible Assets and Liabilities Associated with Acquisitions

Intangible assets and liabilities as of September 30, 2013, which were recorded at the respective acquisition dates, are associated with acquisitions of Eastland and Polaris Fashion Place, both located in Columbus, Ohio, Merritt Square Mall located in Merritt Island, Florida, Town Center Plaza and Town Center Crossing, both located in Leawood, Kansas, Pearlridge Center ("Pearlridge"), located in Aiea, Hawaii, and Malibu Lumber Yard ("Malibu"), located in Malibu, California. Also, on January 7, 2013, the Company purchased University Park Village ("University Park"), an approximate 173,220 square foot open-air center located in Fort Worth, Texas, for $105,000. On June 25, 2013, the Company acquired the remaining 60% ownership interest in WestShore, and the entire Property is now consolidated for reporting purposes in the Consolidated Balance Sheet.


23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and unit amounts)

The intangibles associated with WestShore are based upon management's best available information at the time of the preparation of the financial statements contained herein. However, the business acquisition accounting for this Property 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 valuation and complete the purchase price allocation as soon as practical, 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 $18,313 in which the Company is the lessor, a liability for acquired below-market leases of $80,647 in which the Company is the lessor, an asset of $12,571 for an acquired below-market lease in which the Company is the lessee, a liability of $8,102 for an acquired above-market lease in which the Company is the lessee, an asset for tenant relationships of $2,689, and an asset for in-place leases of $67,528.

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. Tenant relationships are amortized to depreciation and amortization expense over the remaining estimated useful life of the tenant relationship. 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 $2,102 and $1,995 for the three months ended September 30, 2013 and 2012, respectively, and $5,209 and $2,843 for the nine months ended September 30, 2013 and 2012, respectively.

The table below identifies the type of intangible assets, 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, 2013 and December 31, 2012:

 
 
 
 
 
 
Balance as of
Intangible
Asset/Liability
 
Location on the
Consolidated Balance Sheets
 
Weighted Average Remaining Amortization (in years)
 
September 30,
2013
 
December 31,
2012
Above-Market Leases - Company is lessor
 
Prepaid and other assets