Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RAMCO GERSHENSON PROPERTIES TRUST | |
Entity Central Index Key | 842,183 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RPT | |
Entity Common Stock, Shares Outstanding | 79,265,476 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Income producing properties, at cost: | ||
Land | $ 376,285 | $ 392,352 |
Buildings and improvements | 1,729,737 | 1,792,129 |
Less accumulated depreciation and amortization | (342,749) | (331,520) |
Income producing properties, net | 1,763,273 | 1,852,961 |
Construction in progress and land available for development or sale | 66,362 | 60,166 |
Real estate held for sale | 0 | 453 |
Net real estate | 1,829,635 | 1,913,580 |
Equity investments in unconsolidated joint ventures | 3,154 | 4,325 |
Cash and cash equivalents | 3,630 | 6,644 |
Restricted cash | 25,948 | 8,708 |
Accounts receivable (net of allowance for doubtful accounts of $2,355 and $2,790 as of September 30, 2016 and December 31, 2015, respectively) | 15,884 | 18,705 |
Acquired lease intangibles, net | 72,430 | 88,819 |
Other assets, net | 83,045 | 87,890 |
TOTAL ASSETS | 2,033,726 | 2,128,671 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Notes payable, net | 997,494 | 1,083,711 |
Capital lease obligation | 1,108 | 1,108 |
Accounts payable and accrued expenses | 45,161 | 44,480 |
Acquired lease intangibles, net | 59,964 | 64,193 |
Other liabilities | 12,576 | 10,035 |
Distributions payable | 19,628 | 18,807 |
TOTAL LIABILITIES | 1,135,931 | 1,222,334 |
Commitments and Contingencies | ||
Ramco-Gershenson Properties Trust (RPT) Shareholders' Equity: | ||
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares issued and outstanding as of September 30, 2016 and December 31, 2015 | 92,427 | 92,427 |
Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,257 and 79,162 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 793 | 792 |
Additional paid-in capital | 1,157,809 | 1,156,345 |
Accumulated distributions in excess of net income | (367,809) | (363,937) |
Accumulated other comprehensive loss | (6,528) | (1,404) |
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT | 876,692 | 884,223 |
Noncontrolling interest | 21,103 | 22,114 |
TOTAL SHAREHOLDERS' EQUITY | 897,795 | 906,337 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,033,726 | $ 2,128,671 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounts receivable, allowance for doubtful accounts | $ 2,355 | $ 2,790 |
Common shares of beneficial interest, par (in usd per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common shares of beneficial interest, shares issued (in shares) | 79,257,000 | 79,162,000 |
Common shares of beneficial interest, shares outstanding (in shares) | 79,257,000 | 79,162,000 |
Series D Preferred Stock | ||
Preferred shares, par (in usd per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Cumulative Perpetual Convertible Preferred Shares, shares issued (in shares) | 1,849,000 | 1,849,000 |
Cumulative Perpetual Convertible Preferred Shares, shares outstanding (in shares) | 1,849,000 | 1,849,000 |
Cumulative Perpetual Convertible Preferred Shares, liquidation preference (in usd per share) | $ 50 | $ 50 |
Cumulative Perpetual Convertible Preferred Shares, dividend rate percentage | 7.25% | 7.25% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
REVENUE | ||||
Minimum rent | $ 47,591 | $ 47,324 | $ 144,540 | $ 135,002 |
Percentage rent | 71 | 25 | 511 | 396 |
Recovery income from tenants | 15,289 | 15,238 | 48,067 | 43,522 |
Other property income | 1,055 | 1,161 | 2,927 | 2,870 |
Management and other fee income | 73 | 312 | 429 | 1,422 |
TOTAL REVENUE | 64,079 | 64,060 | 196,474 | 183,212 |
EXPENSES | ||||
Real estate taxes | 10,269 | 9,670 | 31,710 | 27,791 |
Recoverable operating expense | 6,475 | 7,234 | 21,227 | 21,358 |
Other non-recoverable operating expense | 603 | 1,101 | 2,560 | 2,808 |
Depreciation and amortization | 23,245 | 22,914 | 69,806 | 64,397 |
Acquisition costs | 55 | 267 | 118 | 574 |
General and administrative expense | 5,787 | 4,020 | 17,075 | 14,368 |
Provision for impairment | 977 | 0 | 977 | 2,521 |
TOTAL EXPENSES | 47,411 | 45,206 | 143,473 | 133,817 |
OPERATING INCOME | 16,668 | 18,854 | 53,001 | 49,395 |
OTHER INCOME AND EXPENSES | ||||
Other expense, net | (158) | (171) | (307) | (362) |
Gain on sale of real estate | 9,359 | 4,536 | 35,684 | 8,005 |
Earnings from unconsolidated joint ventures | 119 | 13,977 | 337 | 16,972 |
Interest expense | (10,795) | (10,091) | (32,719) | (30,118) |
Amortization of deferred financing fees | (345) | (389) | (1,099) | (1,053) |
Other gain on unconsolidated joint ventures | 0 | 7,892 | 215 | 7,892 |
(Loss) gain on extinguishment of debt | (847) | 27 | (847) | 1,414 |
INCOME BEFORE TAX | 14,001 | 34,635 | 54,265 | 52,145 |
Income tax provision | (133) | (29) | (234) | (306) |
NET INCOME | 13,868 | 34,606 | 54,031 | 51,839 |
Net income attributable to noncontrolling partner interest | (326) | (940) | (1,282) | (1,416) |
NET INCOME ATTRIBUTABLE TO RPT | 13,542 | 33,666 | 52,749 | 50,423 |
Preferred share dividends | (1,675) | (1,675) | (5,026) | (5,162) |
Preferred share conversion costs | 0 | 0 | 0 | (500) |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | $ 11,867 | $ 31,991 | $ 47,723 | $ 44,761 |
EARNINGS PER COMMON SHARE | ||||
Basic (in USD per share) | $ 0.15 | $ 0.39 | $ 0.60 | $ 0.57 |
Diluted (in USD per share) | $ 0.15 | $ 0.38 | $ 0.60 | $ 0.57 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 79,249 | 79,162 | 79,226 | 78,742 |
Diluted (in shares) | 79,437 | 85,881 | 79,404 | 78,939 |
OTHER COMPREHENSIVE INCOME | ||||
Net income | $ 13,868 | $ 34,606 | $ 54,031 | $ 51,839 |
Other comprehensive gain (loss): | ||||
Gain (loss) on interest rate swaps | 1,745 | (1,661) | (5,252) | (1,976) |
Comprehensive income | 15,613 | 32,945 | 48,779 | 49,863 |
Comprehensive income attributable to noncontrolling interest | (367) | (895) | (1,154) | (1,362) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RPT | $ 15,246 | $ 32,050 | $ 47,625 | $ 48,501 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Shareholders' Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Distributions in Excess of Net Income | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Beginning balance at Dec. 31, 2015 | $ 906,337 | $ 92,427 | $ 792 | $ 1,156,345 | $ (363,937) | $ (1,404) | $ 22,114 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares, net of issuance costs | (185) | (185) | |||||
Redemption of OP unit holders | (1,518) | (598) | (920) | ||||
Share-based compensation and other expense, net of shares withheld for employee taxes | 1,650 | 1 | 1,649 | ||||
Dividends declared to common shareholders | (50,717) | (50,717) | |||||
Dividends declared to preferred shareholders | (5,026) | (5,026) | |||||
Distributions declared to noncontrolling interests | (1,245) | (1,245) | |||||
Dividends declared to deferred shares | (280) | (280) | |||||
Other comprehensive income adjustment | (5,252) | (5,124) | (128) | ||||
Net income | 54,031 | 52,749 | 1,282 | ||||
Ending balance at Sep. 30, 2016 | $ 897,795 | $ 92,427 | $ 793 | $ 1,157,809 | $ (367,809) | $ (6,528) | $ 21,103 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net income | $ 54,031 | $ 51,839 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 69,806 | 64,397 |
Amortization of deferred financing fees | 1,099 | 1,053 |
Income tax provision | 234 | 306 |
Earnings from unconsolidated joint ventures | (337) | (16,972) |
Distributions received from operations of unconsolidated joint ventures | 382 | 1,410 |
Provision for impairment | 977 | 2,521 |
Loss (gain) on extinguishment of debt | 847 | (1,414) |
Other gain on unconsolidated joint ventures | (215) | (7,892) |
Gain on sale of real estate | (35,684) | (8,005) |
Amortization of premium on mortgages, net | (1,346) | (1,225) |
Share-based compensation expense | 2,150 | 1,340 |
Long-term incentive cash compensation expense (benefit) | 827 | (400) |
Changes in assets and liabilities: | ||
Accounts receivable, net | 2,580 | (4,073) |
Acquired lease intangibles and other assets, net | 522 | 2,090 |
Accounts payable, acquired lease intangibles and other liabilities | (6,110) | (8,415) |
Net cash provided by operating activities | 89,763 | 76,560 |
INVESTING ACTIVITIES | ||
Acquisition of real estate | 0 | (152,923) |
Development and capital improvements | (51,146) | (42,906) |
Net proceeds from sales of real estate | 88,212 | 25,375 |
Distributions from sale of joint venture property | 1,303 | 8,173 |
Change in restricted cash | 682 | (189) |
Net cash provided by (used in) investing activities | 39,051 | (162,470) |
FINANCING ACTIVITIES | ||
Proceeds of mortgages and notes payable | 0 | 100,000 |
Repayments of mortgages and notes payable | (23,221) | (91,381) |
Proceeds on revolving credit facility | 181,000 | 232,000 |
Repayments of Lines of Credit | (231,000) | (117,000) |
Payment of deferred financing costs | (457) | (429) |
Proceeds, net of costs, from issuance of common stock | (185) | 17,110 |
Repayment of capitalized lease obligation | 0 | (680) |
Redemption of operating partnership units for cash | (1,518) | (1,225) |
Preferred share conversion costs | 0 | (500) |
Dividends paid to preferred shareholders | (5,026) | (5,300) |
Dividends paid to common shareholders | (50,176) | (47,259) |
Distributions paid to operating partnership unit holders | (1,245) | (1,348) |
Net cash (used in) provided by financing activities | (131,828) | 83,988 |
Net change in cash and cash equivalents | (3,014) | (1,922) |
Cash and cash equivalents at beginning of period | 6,644 | 9,335 |
Cash and cash equivalents at end of period | 3,630 | 7,413 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest (net of capitalized interest of $640 and $1,054 in 2016 and 2015, respectively) | 32,557 | 29,808 |
Proceeds from disposition held in escrow | $ 18,990 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements Of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Cash paid for interest, capitalized interest | $ 640 | $ 1,054 |
Organization and Basis of Prese
Organization and Basis of Presentations | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentations | Organization and Basis of Presentations Organization Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company” or "RPT"), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, redeveloping, acquiring, managing and leasing large multi-anchored shopping centers primarily in a number of the largest metropolitan markets in the central United States. As of September 30, 2016 , our property portfolio consisted of 64 wholly owned shopping center comprising approximately 14.4 million square feet. We also have ownership interests of 7% , 20% and 30% , respectively, in three joint ventures. Our joint ventures are reported using equity method accounting. We earn fees from the joint ventures for managing, leasing and redeveloping the shopping centers they own. In addition, we own interests in several land parcels that are available for development or sale. Most of our properties are anchored by supermarkets and/or national chain stores. Our credit risk, therefore, is concentrated in the retail industry. Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (the "OP") ( 97.7% owned by the Company at September 30, 2016 and 97.6% owned by the Company at December 31, 2015 ), and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest. During the first quarter of 2016 we adopted Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The Company evaluated the application of ASU No. 2015-02 and while we concluded that no change was required to our accounting of our interests in less than wholly owned joint ventures, the Operating Partnership now meets the criteria as a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We have elected to be a REIT for federal income tax purposes. All intercompany balances and transactions have been eliminated in consolidation. The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 . The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources. Actual results could differ from those estimates. Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-15, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In June 2016, the FASB updated Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses" with 2016-13 “Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss estimates. ASU 2016-13 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2019. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In March 2016, the FASB updated ASC Topic 718 "Compensation - Stock Compensation" with ASU 2016-09 "Improvements to Employee Share-Based Payment Accounting". ASU 2016-09 simplifies several aspects of share-based payment award transactions, including tax consequences, classification of awards and the classification on the statement of cash flows. ASU 2016-09 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In February 2016, the FASB updated ASC Topic 842 "Leases". In ASU 2016-02, which requires lessees to record operating and financing leases as assets and liabilities on the balance sheet and lessors to expense costs that are not direct leasing costs. ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted upon issuance using a modified retrospective approach. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well as impact the existing GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP guidance. ASU 2014-09 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted in periods ending after December 15, 2016. We have not yet selected a transition method nor have we determined the effect of ASU 2014-09 on our consolidated financial statements. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate [Abstract] | |
Real Estate | Real Estate Included in our net real estate assets are income producing properties that are recorded at cost less accumulated depreciation and amortization, construction in process and land available for development or sale. We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable. These changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income, geographic location, real estate values and expected holding period. In the third quarter of 2016, we recorded an impairment provision totaling $ 1.0 million related to developable land located at Lakeland Park Center and Stonegate Plaza. The adjustment was triggered by an unforeseen increase in costs and changes in the associated sales price assumptions related to specific land parcels. Land available for development or sale includes real estate projects where vertical construction has yet to commence, but which have been identified by us and are available for future development when market conditions dictate the demand for a new shopping center. The viability of all projects under construction or development, including those owned by unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use. Land available for development or sale was $39.1 million and $39.6 million at September 30, 2016 and December 31, 2015 , respectively. Construction in progress represents existing development, redevelopment and tenant build-out projects. When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate. Construction in progress was $27.3 million and $20.6 million at September 30, 2016 and December 31, 2015 , respectively. The increase in construction in progress from December 31, 2015 to September 30, 2016 was due primarily to ongoing redevelopment and expansion projects across the portfolio. |
Property Acquisitions and Dispo
Property Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Property Acquisitions and Dispositions | Property Acquisitions and Dispositions Acquisitions There were no acquisitions for the nine months ended September 30, 2016 . Dispositions The following table provides a summary of our disposition activity for the nine months ended September 30, 2016 : Property Name Location GLA Acreage Date Sold Gross Sales Price Gain (Loss) on Sale (In thousands) (In thousands) Fairlane Meadows Dearborn, MI 157 N/A 09/30/16 $ 20,333 $ 484 Livonia Plaza Livonia, MI 137 N/A 09/20/16 19,800 9,091 Lakeshore Marketplace Norton Shores, MI 343 4.6 06/30/16 27,750 6,368 River Crossing Centre New Port Ritchey, FL 62 N/A 06/29/16 12,500 6,750 Centre at Woodstock Woodstock, GA 87 N/A 06/29/16 16,000 5,893 Troy Towne Center Troy, OH 144 N/A 02/02/16 12,400 6,274 Total income producing dispositions 930 4.6 $ 108,783 $ 34,860 Conyers Crossing - Outparcel Conyers, GA N/A 0.5 06/27/16 $ 1,000 $ 579 Lakeshore Marketplace - Outparcel Norton Shores, MI N/A 0.7 06/15/16 302 (6 ) The Towne Center at Aquia - Outparcel Stafford, VA N/A 0.7 01/15/16 750 251 Total outparcel dispositions — 1.9 $ 2,052 $ 824 Total consolidated dispositions 930 6.5 $ 110,835 $ 35,684 Approximately $19.0 million of the proceeds related to the Livonia Plaza disposition were placed into escrow at closing for the completion of a future acquisition under Internal Revenue Code Section 1031. The escrowed proceeds are included in Restricted Cash as of September 30, 2016. Subsequent to September 30, 2016, they were used to partially fund the acquisition of an 85,000 square foot shopping center for $32.1 million . In August 2016, we conveyed the title to and interest in The Towne Center at Aquia to the mortgage lender for the property. At the time of conveyance, the outstanding balance of the mortgage loan was $11.8 million , resulting in a loss on extinguishment of debt of $0.8 million . |
Equity Investments in Unconsoli
Equity Investments in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments in Unconsolidated Joint Ventures | Equity Investments in Unconsolidated Joint Ventures We have three joint venture agreements whereby we own 7% , 20% and 30% , respectively, of the equity in each joint venture. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. We cannot make significant decisions without our partner’s approval. Accordingly, we account for our interest in the joint ventures using the equity method of accounting. The combined condensed financial information for our unconsolidated joint ventures is summarized as follows: Balance Sheets September 30, 2016 December 31, 2015 (In thousands) ASSETS Investment in real estate, net $ 44,329 $ 63,623 Other assets 4,030 4,230 Total Assets $ 48,359 $ 67,853 LIABILITIES AND OWNERS' EQUITY Other liabilities $ 658 $ 750 Owners' equity 47,701 67,103 Total Liabilities and Owners' Equity $ 48,359 $ 67,853 RPT's equity investments in unconsolidated joint ventures $ 3,154 $ 4,325 Three Months Ended September 30, Nine Months Ended September 30, Statements of Operations 2016 2015 2016 2015 (In thousands) Total revenue $ 1,279 $ 4,603 $ 4,588 $ 25,513 Total expenses 915 3,035 3,017 17,698 Income before other income and expense 364 1,568 1,571 7,815 Gain on sale of real estate — 67,342 371 74,805 Interest expense — (537 ) — (4,131 ) Amortization of deferred financing fees — (39 ) — (187 ) Net income $ 364 $ 68,334 $ 1,942 $ 78,302 RPT's share of earnings from unconsolidated joint ventures $ 119 $ 13,977 $ 337 $ 16,972 Acquisitions There was no acquisition activity in the nine months ended September 30, 2016 by any of our unconsolidated joint ventures. Dispositions The following table provides a summary of disposition activity, by our unconsolidated joint ventures, for the nine months ended September 30, 2016 . Property Name Location GLA Ownership % Date Gross Sales Gain (In thousands) (In thousands) Kissimmee West Shopping Center Kissimmee, FL 116 7% 6/14/2016 $ 19,400 $ 371 116 $ 19,400 $ 371 RPT proportionate share of gross sales price and gain on sale of joint venture property $ 1.358 $ 26 Joint Venture Management and Other Fee Income We are engaged by our joint ventures to provide asset management, property management, leasing and investing services for such ventures' respective properties. We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received, and recognize these fees as the services are rendered. The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Management fees $ 65 $ 251 $ 251 $ 1,033 Leasing fees 6 30 89 238 Construction fees 2 31 42 151 Disposition fees — — 47 — Total $ 73 $ 312 $ 429 $ 1,422 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our mortgages and notes payable and capital lease obligation as of September 30, 2016 and December 31, 2015 : Notes Payable and Capital Lease Obligation September 30, December 31, (In thousands) Senior unsecured notes $ 460,000 $ 460,000 Unsecured term loan facilities 210,000 210,000 Fixed rate mortgages 287,454 322,457 Unsecured revolving credit facility 10,000 60,000 Junior subordinated notes 28,125 28,125 995,579 1,080,582 Unamortized premium 5,589 6,935 Unamortized deferred financing costs (3,674 ) (3,806 ) Total notes payable $ 997,494 $ 1,083,711 Capital lease obligation $ 1,108 $ 1,108 Senior unsecured notes and unsecured term loans In July 2016, we entered into agreements to issue $75.0 million senior unsecured notes in a private placement offering. The notes will have a 12 -year term and are priced at a fixed interest rate of 3.64% . The notes are being issued to extend the Company's maturity waterfall and reduce its average interest rate. The sale of the notes is expected to close on November 30, 2016. In March 2016, we executed an amendment extending the maturity of our $60.0 million unsecured term loan, originally maturing in 2018, to 2023. Our $670.0 million of senior unsecured notes and unsecured term loans have interest rates ranging from 2.99% to 4.74% and are due at various maturity dates from May 2020 through November 2026. Mortgages In August 2016, we conveyed the title to and interest in The Towne Center at Aquia to the mortgage lender for the property. At the time of conveyance, the outstanding balance of the mortgage loan was $11.8 million , resulting in a loss on extinguishment of debt of $0.8 million . In March 2016, we repaid a mortgage note secured by Troy Marketplace in the amount of $20.6 million , that had an interest rate of 5.90% . Our $287.5 million of fixed rate mortgages have interest rates ranging from 2.86% to 7.38% and are due at various maturity dates from January 2017 through June 2026 . The fixed rate mortgages are secured by properties that have an approximate net book value of $362.2 million as of September 30, 2016 . It is our intent to repay the mortgages maturing in 2017 using cash, borrowings under our unsecured line of credit, or other sources of financing. The mortgage loans encumbering our properties are generally nonrecourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. Revolving Credit Facility As of September 30, 2016 we had $10.0 million outstanding under our revolving credit facility, a decrease of $16.0 million during the quarter. After adjusting for outstanding letters of credit issued under our revolving credit facility, not reflected in the accompanying condensed consolidated balance sheets, totaling $0.1 million we had $339.9 million of availability under our revolving credit facility. The interest rate as of September 30, 2016 was 1.88% . Our revolving credit facility, term loans and unsecured notes contain financial covenants relating to total leverage, fixed charge coverage ratio, unencumbered assets, tangible net worth and various other calculations. As of September 30, 2016 , we were in compliance with these covenants. Junior Subordinated Notes Our junior subordinated notes have a variable rate of LIBOR plus 3.30% . The maturity date is January 2038. The following table presents scheduled principal payments on mortgages and notes payable as of September 30, 2016 : Year Ending December 31, (In thousands) 2016 (October 1 - December 31) $ 841 2017 129,096 2018 (1) 49,132 2019 5,861 2020 102,269 Thereafter 708,380 Subtotal debt 995,579 Unamortized premium 5,589 Unamortized deferred financing costs (3,674 ) Total debt $ 997,494 (1) Scheduled maturities in 2018 include the $10.0 million balance on the unsecured revolving credit facility drawn as of September 30, 2016 . The unsecured revolving credit facility has a one-year extension option. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis. Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our condensed consolidated financial statements. These levels are: Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets. Level 2 Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3 Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities. The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value. Derivative Assets and Liabilities All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available. For those derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves. We classify these instruments as Level 2. Refer to Note 7 Derivative Financial Instruments of the notes to the condensed consolidated financial statements for additional information on our derivative financial instruments. The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015. Total Balance Sheet Location Fair Value Level 2 2016 (In thousands) Derivative liabilities - interest rate swaps Other liabilities $ (6,851 ) $ (6,851 ) 2015 Derivative assets - interest rate swaps Other assets $ 642 $ 642 Derivative liabilities - interest rate swaps Other liabilities $ (2,241 ) $ (2,241 ) The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments. We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assume the debt is outstanding through maturity and consider the debt’s collateral (if applicable). Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $957.5 million and $996.3 million as of September 30, 2016 and December 31, 2015 , respectively, had fair values of approximately $982.3 million and $1.0 billion , respectively. Variable rate debt’s fair value is estimated to be the carrying values of $38.1 million and $87.4 million as of September 30, 2016 and December 31, 2015 , respectively. The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value on a nonrecurring basis: Net Real Estate Our net investment in real estate, including any identifiable intangible assets, is subject to impairment testing on a nonrecurring basis. To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates that market participants would use in pricing the asset or pricing from potential or comparable market transactions. To the extent impairment has occurred, we charge to expense the excess of the carrying value of the property over its estimated fair value. We classify impaired real estate assets as nonrecurring Level 3. During the nine months ended September 30, 2016, specific land classified as available for development or sale with a fair value of $6.8 million incurred an impairment charge of $ 1.0 million . We did not have any material liabilities that were required to be measured at fair value on a nonrecurring basis during the period. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt. We may also enter into forward starting swaps to set the effective interest rate on planned variable rate financing. On the date we enter into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in the condensed consolidated statements of operations. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. Our cash flow hedges become ineffective, for example, if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates and calculation period and LIBOR rate. Changes in the fair values are immediately included in other income and expenses. At September 30, 2016 , all of our hedges were effective. The following table summarizes the notional values and fair values of our derivative financial instruments as of September 30, 2016 : Hedge Notional Fixed Fair Expiration Underlying Debt Type Value Rate Value Date (In thousands) (In thousands) Derivative Liabilities Unsecured term loan Cash Flow 30,000 2.0480 % (772 ) 10/2018 Unsecured term loan Cash Flow 25,000 1.8500 % (568 ) 10/2018 Unsecured term loan Cash Flow 5,000 1.8400 % (108 ) 10/2018 Unsecured term loan Cash Flow 15,000 2.1500 % (684 ) 05/2020 Unsecured term loan Cash Flow 10,000 2.1500 % (456 ) 05/2020 Unsecured term loan Cash Flow 50,000 1.4600 % (1,031 ) 05/2020 Unsecured term loan Cash Flow 20,000 1.4980 % (513 ) 05/2021 Unsecured term loan Cash Flow 15,000 1.4900 % (379 ) 05/2021 Unsecured term loan Cash Flow 40,000 1.4800 % (964 ) 05/2021 $ 210,000 (5,475 ) Derivative Liabilities - Forward Swaps Unsecured term loan Cash Flow 60,000 1.7700 % (1,376 ) 03/2023 Total Derivative Liabilities $ 270,000 $ (6,851 ) The effect of derivative financial instruments on our condensed consolidated statements of operations for the nine months ended September 30, 2016 and 2015 is summarized as follows: Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) Derivatives in Cash Flow Hedging Relationship Nine Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Interest rate contracts - assets $ (716 ) $ (111 ) Interest Expense $ (74 ) $ (425 ) Interest rate contracts - liabilities (6,436 ) 395 Interest Expense (1,826 ) (1,835 ) Total $ (7,152 ) $ 284 Total $ (1,900 ) $ (2,260 ) |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands, except per share data) Net income $ 13,868 $ 34,606 $ 54,031 $ 51,839 Net income attributable to noncontrolling interest (326 ) (940 ) (1,282 ) (1,416 ) Allocation of income to restricted share awards (90 ) (1,361 ) (287 ) (250 ) Income attributable to RPT 13,452 32,305 52,462 50,173 Preferred share dividends (1,675 ) (1,675 ) (5,026 ) (5,162 ) Preferred share conversion costs — — — (500 ) Net income available to common shareholders 11,777 30,630 47,436 44,511 Addback preferred shares for dilution (1) — 1,675 — — Net income available to common shareholders - Diluted $ 11,777 $ 32,305 $ 47,436 $ 44,511 Weighted average shares outstanding, Basic 79,249 79,162 79,226 78,742 Stock options and restricted stock awards using the treasury method 188 184 178 197 Dilutive effect of securities (1) — 6,535 — — Weighted average shares outstanding, Diluted (1) 79,437 85,881 79,404 78,939 Income per common share, Basic $ 0.15 $ 0.39 $ 0.60 $ 0.57 Income per common share, Diluted $ 0.15 $ 0.38 $ 0.60 $ 0.57 (1) The assumed conversion of preferred shares is dilutive for the three months ended September 30, 2015 and anti-dilutive for all other periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS for those periods. |
Share-based Compensation Plans
Share-based Compensation Plans | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Plans | Share-based Compensation Plans As of September 30, 2016 , we have one share-based compensation plan in effect, the 2012 Omnibus Long-Term Incentive Plan (“2012 LTIP”) under which our compensation committee may grant, subject to any Company performance conditions as specified by the compensation committee, restricted shares, restricted share units, options and other awards to trustees, officers and other key employees. The 2012 LTIP allows us to issue up to 2.0 million shares of our common stock, units or stock options, of which 1.4 million remained available for issuance as of September 30, 2016 . As of September 30, 2016 , we had 366,323 unvested share awards granted under the 2012 LTIP and other plans which terminated when the 2012 LTIP became effective. These awards have various expiration dates through March 2021. During the nine months ended September 30, 2016 , we had the following activity: • granted 148,634 shares of service-based restricted stock that vest over periods ranging from one to five years. The service-based awards were valued based on our closing stock price as of the grant date and the expense is recognized on a graded vesting basis; and • granted performance-based cash units that are earned subject to a future performance measurement based on a three -year shareholder return peer comparison (“TSR Grants”). If the performance criterion is met, the actual value of the units earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the following year. Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR Grants, and any subsequent re-measurements, based upon a Monte Carlo simulation model. We will recognize the compensation expense ratably over the requisite service period. We are required to re-value the cash awards at the end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense accordingly. If at the end of the three -year measurement period the performance criterion is not met, compensation expense previously recognized would be reversed. Compensation expense related to the cash awards was a benefit of $0.2 million and $1.2 million for the three months ended September 30, 2016 and September 30, 2015, respectively, and an expense of $0.6 million and a benefit of $0.5 million for the nine months ended September 30, 2016 and September 30, 2015 , respectively. We recognized total share-based compensation expense of $0.7 million and $0.3 million for the three months ended September 30, 2016 and 2015, respectively, and $2.1 million and $1.3 million for the nine months ended September 30, 2016 and September 30, 2015 , respectively. As of September 30, 2016 , we had $5.9 million of total unrecognized compensation expense related to unvested restricted shares and performance based equity and cash awards. This expense is expected to be recognized over a weighted-average period of 4.4 years. |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Taxes | Taxes Income Taxes We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders. As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes. Certain of our operations, including property management and asset management, as well as ownership of certain land, are conducted through our taxable REIT subsidiaries (“TRSs”) which allows us to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities. Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings and potential tax planning strategies. Our temporary differences primarily relate to deferred compensation, depreciation, land basis differences, and net operating loss carry forwards. As of September 30, 2016 , we had a federal and state deferred tax asset of $11.0 million and a valuation allowance of $11.0 million . Our deferred tax assets are reduced by an offsetting valuation allowance where there is uncertainty regarding their realizability. We believe that it is more likely than not that the results of future operations will not generate sufficient taxable income to recognize the deferred tax assets. These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs. If in the future we are able to conclude it is more likely than not that we will realize a future benefit from a deferred tax asset, we will reduce the related valuation allowance by the appropriate amount. The first time this occurs, it will result in a net deferred tax asset on our balance sheet and an income tax benefit of equal magnitude in our statement of operations in the period we make the determination. We recorded income tax provisions of approximately $0.2 million and $0.3 million for the nine months ended September 30, 2016 and 2015 , respectively. Sales Taxes We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Construction Costs In connection with the development and expansion of various shopping centers as of September 30, 2016 , we had entered into agreements for construction costs of approximately $7.9 million . Litigation We are currently involved in certain litigation arising in the ordinary course of business; however, we do not believe that any of this litigation will have a material effect on our consolidated financial statements. Leases Operating Leases We lease office space for our corporate headquarters under an operating lease that expires in August 2019. Capital Leases We have a ground lease at Buttermilk Towne Center which we have recorded as a capital lease that expires in December 2032. We recognized rent and interest expense related to the operating and capital leases of $0.6 million and $0.5 million for the nine months ended September 30, 2016 and 2015 , respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events through the date that the condensed consolidated financial statements were issued. Subsequent to September 30, 2016 , the Company purchased an 85,000 square foot shopping center for $32.1 million . The $ 19.0 million of escrowed disposition proceeds included in Restricted Cash at September 30, 2016 were used to partially fund the acquisition. |
Organization and Basis of Pre20
Organization and Basis of Presentations (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization | Organization Ramco-Gershenson Properties Trust, together with its subsidiaries (the “Company” or "RPT"), is a real estate investment trust (“REIT”) engaged in the business of owning, developing, redeveloping, acquiring, managing and leasing large multi-anchored shopping centers primarily in a number of the largest metropolitan markets in the central United States. As of September 30, 2016 , our property portfolio consisted of 64 wholly owned shopping center comprising approximately 14.4 million square feet. We also have ownership interests of 7% , 20% and 30% , respectively, in three joint ventures. Our joint ventures are reported using equity method accounting. We earn fees from the joint ventures for managing, leasing and redeveloping the shopping centers they own. In addition, we own interests in several land parcels that are available for development or sale. Most of our properties are anchored by supermarkets and/or national chain stores. Our credit risk, therefore, is concentrated in the retail industry. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (the "OP") ( 97.7% owned by the Company at September 30, 2016 and 97.6% owned by the Company at December 31, 2015 ), and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest. During the first quarter of 2016 we adopted Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The Company evaluated the application of ASU No. 2015-02 and while we concluded that no change was required to our accounting of our interests in less than wholly owned joint ventures, the Operating Partnership now meets the criteria as a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of our assets and liabilities represent those assets and liabilities of the Operating Partnership. We have elected to be a REIT for federal income tax purposes. All intercompany balances and transactions have been eliminated in consolidation. The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015 . The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-15, which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In June 2016, the FASB updated Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses" with 2016-13 “Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss estimates. ASU 2016-13 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2019. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In March 2016, the FASB updated ASC Topic 718 "Compensation - Stock Compensation" with ASU 2016-09 "Improvements to Employee Share-Based Payment Accounting". ASU 2016-09 simplifies several aspects of share-based payment award transactions, including tax consequences, classification of awards and the classification on the statement of cash flows. ASU 2016-09 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements. In February 2016, the FASB updated ASC Topic 842 "Leases". In ASU 2016-02, which requires lessees to record operating and financing leases as assets and liabilities on the balance sheet and lessors to expense costs that are not direct leasing costs. ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted upon issuance using a modified retrospective approach. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well as impact the existing GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP guidance. ASU 2014-09 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted in periods ending after December 15, 2016. We have not yet selected a transition method nor have we determined the effect of ASU 2014-09 on our consolidated financial statements. |
Property Acquisitions and Dis21
Property Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Disposal Activity | The following table provides a summary of our disposition activity for the nine months ended September 30, 2016 : Property Name Location GLA Acreage Date Sold Gross Sales Price Gain (Loss) on Sale (In thousands) (In thousands) Fairlane Meadows Dearborn, MI 157 N/A 09/30/16 $ 20,333 $ 484 Livonia Plaza Livonia, MI 137 N/A 09/20/16 19,800 9,091 Lakeshore Marketplace Norton Shores, MI 343 4.6 06/30/16 27,750 6,368 River Crossing Centre New Port Ritchey, FL 62 N/A 06/29/16 12,500 6,750 Centre at Woodstock Woodstock, GA 87 N/A 06/29/16 16,000 5,893 Troy Towne Center Troy, OH 144 N/A 02/02/16 12,400 6,274 Total income producing dispositions 930 4.6 $ 108,783 $ 34,860 Conyers Crossing - Outparcel Conyers, GA N/A 0.5 06/27/16 $ 1,000 $ 579 Lakeshore Marketplace - Outparcel Norton Shores, MI N/A 0.7 06/15/16 302 (6 ) The Towne Center at Aquia - Outparcel Stafford, VA N/A 0.7 01/15/16 750 251 Total outparcel dispositions — 1.9 $ 2,052 $ 824 Total consolidated dispositions 930 6.5 $ 110,835 $ 35,684 |
Equity Investments in Unconso22
Equity Investments in Unconsolidated Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Combined Financial Information for Unconsolidated Joint Ventures, Balance Sheets | The combined condensed financial information for our unconsolidated joint ventures is summarized as follows: Balance Sheets September 30, 2016 December 31, 2015 (In thousands) ASSETS Investment in real estate, net $ 44,329 $ 63,623 Other assets 4,030 4,230 Total Assets $ 48,359 $ 67,853 LIABILITIES AND OWNERS' EQUITY Other liabilities $ 658 $ 750 Owners' equity 47,701 67,103 Total Liabilities and Owners' Equity $ 48,359 $ 67,853 RPT's equity investments in unconsolidated joint ventures $ 3,154 $ 4,325 |
Summary of Combined Financial Information for Unconsolidated Entities, Statements of Operations | Three Months Ended September 30, Nine Months Ended September 30, Statements of Operations 2016 2015 2016 2015 (In thousands) Total revenue $ 1,279 $ 4,603 $ 4,588 $ 25,513 Total expenses 915 3,035 3,017 17,698 Income before other income and expense 364 1,568 1,571 7,815 Gain on sale of real estate — 67,342 371 74,805 Interest expense — (537 ) — (4,131 ) Amortization of deferred financing fees — (39 ) — (187 ) Net income $ 364 $ 68,334 $ 1,942 $ 78,302 RPT's share of earnings from unconsolidated joint ventures $ 119 $ 13,977 $ 337 $ 16,972 |
Summary of Disposal Activity | The following table provides a summary of our disposition activity for the nine months ended September 30, 2016 : Property Name Location GLA Acreage Date Sold Gross Sales Price Gain (Loss) on Sale (In thousands) (In thousands) Fairlane Meadows Dearborn, MI 157 N/A 09/30/16 $ 20,333 $ 484 Livonia Plaza Livonia, MI 137 N/A 09/20/16 19,800 9,091 Lakeshore Marketplace Norton Shores, MI 343 4.6 06/30/16 27,750 6,368 River Crossing Centre New Port Ritchey, FL 62 N/A 06/29/16 12,500 6,750 Centre at Woodstock Woodstock, GA 87 N/A 06/29/16 16,000 5,893 Troy Towne Center Troy, OH 144 N/A 02/02/16 12,400 6,274 Total income producing dispositions 930 4.6 $ 108,783 $ 34,860 Conyers Crossing - Outparcel Conyers, GA N/A 0.5 06/27/16 $ 1,000 $ 579 Lakeshore Marketplace - Outparcel Norton Shores, MI N/A 0.7 06/15/16 302 (6 ) The Towne Center at Aquia - Outparcel Stafford, VA N/A 0.7 01/15/16 750 251 Total outparcel dispositions — 1.9 $ 2,052 $ 824 Total consolidated dispositions 930 6.5 $ 110,835 $ 35,684 |
Information of Fees Earned | The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) Management fees $ 65 $ 251 $ 251 $ 1,033 Leasing fees 6 30 89 238 Construction fees 2 31 42 151 Disposition fees — — 47 — Total $ 73 $ 312 $ 429 $ 1,422 |
Equity Investment | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Disposal Activity | The following table provides a summary of disposition activity, by our unconsolidated joint ventures, for the nine months ended September 30, 2016 . Property Name Location GLA Ownership % Date Gross Sales Gain (In thousands) (In thousands) Kissimmee West Shopping Center Kissimmee, FL 116 7% 6/14/2016 $ 19,400 $ 371 116 $ 19,400 $ 371 RPT proportionate share of gross sales price and gain on sale of joint venture property $ 1.358 $ 26 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Mortgages, Notes Payable and Capital Lease Obligation | The following table summarizes our mortgages and notes payable and capital lease obligation as of September 30, 2016 and December 31, 2015 : Notes Payable and Capital Lease Obligation September 30, December 31, (In thousands) Senior unsecured notes $ 460,000 $ 460,000 Unsecured term loan facilities 210,000 210,000 Fixed rate mortgages 287,454 322,457 Unsecured revolving credit facility 10,000 60,000 Junior subordinated notes 28,125 28,125 995,579 1,080,582 Unamortized premium 5,589 6,935 Unamortized deferred financing costs (3,674 ) (3,806 ) Total notes payable $ 997,494 $ 1,083,711 Capital lease obligation $ 1,108 $ 1,108 |
Scheduled Principal Payments on Mortgages and Notes Payable | The following table presents scheduled principal payments on mortgages and notes payable as of September 30, 2016 : Year Ending December 31, (In thousands) 2016 (October 1 - December 31) $ 841 2017 129,096 2018 (1) 49,132 2019 5,861 2020 102,269 Thereafter 708,380 Subtotal debt 995,579 Unamortized premium 5,589 Unamortized deferred financing costs (3,674 ) Total debt $ 997,494 (1) Scheduled maturities in 2018 include the $10.0 million balance on the unsecured revolving credit facility drawn as of September 30, 2016 . The unsecured revolving credit facility has a one-year extension option. |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015. Total Balance Sheet Location Fair Value Level 2 2016 (In thousands) Derivative liabilities - interest rate swaps Other liabilities $ (6,851 ) $ (6,851 ) 2015 Derivative assets - interest rate swaps Other assets $ 642 $ 642 Derivative liabilities - interest rate swaps Other liabilities $ (2,241 ) $ (2,241 ) |
Derivative Financial Instrume25
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Notional Values and Fair Values of Derivative Financial Instruments | The following table summarizes the notional values and fair values of our derivative financial instruments as of September 30, 2016 : Hedge Notional Fixed Fair Expiration Underlying Debt Type Value Rate Value Date (In thousands) (In thousands) Derivative Liabilities Unsecured term loan Cash Flow 30,000 2.0480 % (772 ) 10/2018 Unsecured term loan Cash Flow 25,000 1.8500 % (568 ) 10/2018 Unsecured term loan Cash Flow 5,000 1.8400 % (108 ) 10/2018 Unsecured term loan Cash Flow 15,000 2.1500 % (684 ) 05/2020 Unsecured term loan Cash Flow 10,000 2.1500 % (456 ) 05/2020 Unsecured term loan Cash Flow 50,000 1.4600 % (1,031 ) 05/2020 Unsecured term loan Cash Flow 20,000 1.4980 % (513 ) 05/2021 Unsecured term loan Cash Flow 15,000 1.4900 % (379 ) 05/2021 Unsecured term loan Cash Flow 40,000 1.4800 % (964 ) 05/2021 $ 210,000 (5,475 ) Derivative Liabilities - Forward Swaps Unsecured term loan Cash Flow 60,000 1.7700 % (1,376 ) 03/2023 Total Derivative Liabilities $ 270,000 $ (6,851 ) |
Summary of Effect of Derivative Financial Instruments on Condensed Consolidated Statements of Operations | The effect of derivative financial instruments on our condensed consolidated statements of operations for the nine months ended September 30, 2016 and 2015 is summarized as follows: Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) Derivatives in Cash Flow Hedging Relationship Nine Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands) (In thousands) Interest rate contracts - assets $ (716 ) $ (111 ) Interest Expense $ (74 ) $ (425 ) Interest rate contracts - liabilities (6,436 ) 395 Interest Expense (1,826 ) (1,835 ) Total $ (7,152 ) $ 284 Total $ (1,900 ) $ (2,260 ) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share (“EPS”): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (In thousands, except per share data) Net income $ 13,868 $ 34,606 $ 54,031 $ 51,839 Net income attributable to noncontrolling interest (326 ) (940 ) (1,282 ) (1,416 ) Allocation of income to restricted share awards (90 ) (1,361 ) (287 ) (250 ) Income attributable to RPT 13,452 32,305 52,462 50,173 Preferred share dividends (1,675 ) (1,675 ) (5,026 ) (5,162 ) Preferred share conversion costs — — — (500 ) Net income available to common shareholders 11,777 30,630 47,436 44,511 Addback preferred shares for dilution (1) — 1,675 — — Net income available to common shareholders - Diluted $ 11,777 $ 32,305 $ 47,436 $ 44,511 Weighted average shares outstanding, Basic 79,249 79,162 79,226 78,742 Stock options and restricted stock awards using the treasury method 188 184 178 197 Dilutive effect of securities (1) — 6,535 — — Weighted average shares outstanding, Diluted (1) 79,437 85,881 79,404 78,939 Income per common share, Basic $ 0.15 $ 0.39 $ 0.60 $ 0.57 Income per common share, Diluted $ 0.15 $ 0.38 $ 0.60 $ 0.57 (1) The assumed conversion of preferred shares is dilutive for the three months ended September 30, 2015 and anti-dilutive for all other periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS for those periods. |
Organization and Basis of Pre27
Organization and Basis of Presentations - Additional Information (Detail) ft² in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016ft²property | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Area of an real estate property | ft² | 14.4 | |
Ownership interest in Ramco-Gershenson Properties, L. P. | 97.70% | 97.60% |
Shopping Centers | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Number of real estate properties owned and managed | property | 64 | |
Minimum | Smaller joint ventures | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Percentage of ownership | 7.00% | |
Maximum | Smaller joint ventures | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Percentage of ownership | 30.00% |
Real Estate - Additional Inform
Real Estate - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Real Estate [Abstract] | |||||
Provision for impairment | $ 977 | $ 0 | $ 977 | $ 2,521 | |
Land held for development or sale | 39,100 | 39,100 | $ 39,600 | ||
Constructions in progress | $ 27,300 | $ 27,300 | $ 20,600 |
Property Acquisitions and Dis29
Property Acquisitions and Dispositions Property Acquisitions and Dispositions - Dispositions (Details) ft² in Thousands, $ in Thousands | Sep. 30, 2016USD ($)aft² | Sep. 20, 2016USD ($)a | Jun. 30, 2016USD ($)a | Jun. 29, 2016USD ($)ft² | Jun. 27, 2016USD ($)a | Jun. 15, 2016USD ($)a | Feb. 02, 2016USD ($)ft² | Jan. 15, 2016USD ($)a | Sep. 30, 2016USD ($)aft² |
Income Producing Property Dispositions | |||||||||
Business Acquisition [Line Items] | |||||||||
GLA | ft² | 930 | 930 | |||||||
Acreage | a | 4.6 | 4.6 | |||||||
Gross Sales Price | $ 108,783 | ||||||||
Gain (Loss) on Sale | $ 34,860 | ||||||||
Income Producing Property Dispositions | Fairlane Meadows | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Dearborn, MI | ||||||||
GLA | a | 157,000 | 157,000 | |||||||
Date Sold | Sep. 30, 2016 | ||||||||
Gross Sales Price | $ 20,333 | ||||||||
Gain (Loss) on Sale | $ 484 | ||||||||
Income Producing Property Dispositions | Livonia Plaza | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Livonia, MI | ||||||||
GLA | a | 137,000 | ||||||||
Date Sold | Sep. 20, 2016 | ||||||||
Gross Sales Price | $ 19,800 | ||||||||
Gain (Loss) on Sale | $ 9,091 | ||||||||
Income Producing Property Dispositions | Lakeshore Marketplace | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Norton Shores, MI | ||||||||
GLA | a | 343,000 | ||||||||
Acreage | a | 4.6 | ||||||||
Date Sold | Jun. 30, 2016 | ||||||||
Gross Sales Price | $ 27,750 | ||||||||
Gain (Loss) on Sale | $ 6,368 | ||||||||
Income Producing Property Dispositions | River Crossing Centre | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | New Port Ritchey, FL | ||||||||
GLA | ft² | 62 | ||||||||
Date Sold | Jun. 29, 2016 | ||||||||
Gross Sales Price | $ 12,500 | ||||||||
Gain (Loss) on Sale | $ 6,750 | ||||||||
Income Producing Property Dispositions | Centre at Woodstock | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Woodstock, GA | ||||||||
GLA | ft² | 87 | ||||||||
Date Sold | Jun. 29, 2016 | ||||||||
Gross Sales Price | $ 16,000 | ||||||||
Gain (Loss) on Sale | $ 5,893 | ||||||||
Income Producing Property Dispositions | Troy Towne Center | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Troy, OH | ||||||||
GLA | ft² | 144 | ||||||||
Date Sold | Feb. 2, 2016 | ||||||||
Gross Sales Price | $ 12,400 | ||||||||
Gain (Loss) on Sale | $ 6,274 | ||||||||
Land And Outparcel Disposition | |||||||||
Business Acquisition [Line Items] | |||||||||
Acreage | a | 1.9 | 1.9 | |||||||
Gross Sales Price | $ 2,052 | ||||||||
Gain (Loss) on Sale | $ 824 | ||||||||
Land And Outparcel Disposition | Conyers Crossing - Outparcel | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Conyers, GA | ||||||||
Acreage | a | 0.5 | ||||||||
Date Sold | Jun. 27, 2016 | ||||||||
Gross Sales Price | $ 1,000 | ||||||||
Gain (Loss) on Sale | $ 579 | ||||||||
Land And Outparcel Disposition | Lakeshore Marketplace - Outparcel | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Norton Shores, MI | ||||||||
Acreage | a | 0.7 | ||||||||
Date Sold | Jun. 15, 2016 | ||||||||
Gross Sales Price | $ 302 | ||||||||
Gain (Loss) on Sale | $ (6) | ||||||||
Land And Outparcel Disposition | The Towne Center at Aquia - Outparcel | |||||||||
Business Acquisition [Line Items] | |||||||||
Location | Stafford, VA | ||||||||
Acreage | a | 0.7 | ||||||||
Date Sold | Jan. 15, 2016 | ||||||||
Gross Sales Price | $ 750 | ||||||||
Gain (Loss) on Sale | $ 251 | ||||||||
Income Producing Property and Land and Outparcel Disposition | |||||||||
Business Acquisition [Line Items] | |||||||||
GLA | ft² | 930 | 930 | |||||||
Acreage | a | 6.5 | 6.5 | |||||||
Gross Sales Price | $ 110,835 | ||||||||
Gain (Loss) on Sale | $ 35,684 |
Property Acquisitions and Dis30
Property Acquisitions and Dispositions Property Acquisitions and Dispositions - Additional Information (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 03, 2016USD ($)ft² | Aug. 31, 2016USD ($) | Sep. 30, 2016USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)ft² | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||
Proceeds from disposition held in escrow | $ 18,990 | $ 0 | |||||
Fixed rate mortgages | $ 287,454 | 287,454 | $ 322,457 | ||||
(Loss) gain on extinguishment of debt | $ 847 | $ (27) | $ 847 | $ (1,414) | |||
Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
GLA | ft² | 85 | ||||||
Payments to acquire businesses | $ 32,100 | ||||||
Income Producing Property Dispositions | |||||||
Business Acquisition [Line Items] | |||||||
GLA | ft² | 930 | 930 | |||||
Income Producing Property Dispositions | Town Center At Aquia Office Building | |||||||
Business Acquisition [Line Items] | |||||||
Fixed rate mortgages | $ 11,800 | ||||||
(Loss) gain on extinguishment of debt | $ 800 |
Equity Investments in Unconso31
Equity Investments in Unconsolidated Joint Ventures - Additional Information (Detail) | Sep. 30, 2016partnership_unit |
Schedule of Equity Method Investments [Line Items] | |
Number of joint ventures | 3 |
Minimum | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 7.00% |
Maximum | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 30.00% |
Equity Investments in Unconso32
Equity Investments in Unconsolidated Joint Ventures - Summary of Combined Financial Information of Unconsolidated Entities, Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Investment in real estate, net | $ 44,329 | $ 63,623 |
Other assets | 4,030 | 4,230 |
Total Assets | 48,359 | 67,853 |
LIABILITIES AND OWNERS' EQUITY | ||
Other liabilities | 658 | 750 |
Owners' equity | 47,701 | 67,103 |
Total Liabilities and Owners' Equity | 48,359 | 67,853 |
RPT's equity investments in unconsolidated joint ventures | $ 3,154 | $ 4,325 |
Equity Investments in Unconso33
Equity Investments in Unconsolidated Joint Ventures - Summary of Combined Financial Information of Unconsolidated Entities, Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Total revenue | $ 1,279 | $ 4,603 | $ 4,588 | $ 25,513 |
Total expenses | 915 | 3,035 | 3,017 | 17,698 |
Income before other income and expense | 364 | 1,568 | 1,571 | 7,815 |
Gain on sale of real estate | 0 | 67,342 | 371 | 74,805 |
Interest expense | 0 | (537) | 0 | (4,131) |
Amortization of deferred financing fees | 0 | (39) | 0 | (187) |
Net income | 364 | 68,334 | 1,942 | 78,302 |
RPT's share of earnings from unconsolidated joint ventures | $ 119 | $ 13,977 | $ 337 | $ 16,972 |
Equity Investments in Unconso34
Equity Investments in Unconsolidated Joint Ventures Equity Investments in Unconsolidated Joint Ventures - Summary of Disposition Activity (Detail) ft² in Thousands, $ in Thousands | Jun. 14, 2016USD ($)ft² | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
Gain on sale of real estate | $ 9,359 | $ 4,536 | $ 35,684 | $ 8,005 | |
Corporate Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
GLA | ft² | 116 | ||||
Gross Sales Price | $ 19,400 | ||||
Gain on sale of real estate | $ 371 | ||||
Kissimmee West Shopping Center [Member] | Corporate Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
GLA | ft² | 116 | ||||
Date Sold | Jun. 14, 2016 | ||||
Gross Sales Price | $ 19,400 | ||||
Gain on sale of real estate | 371 | ||||
Equity Investment | Corporate Joint Venture [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Gross Sales Price | 1,358 | ||||
Gain on Sale (at 100%) | $ 26 |
Equity Investments in Unconso35
Equity Investments in Unconsolidated Joint Ventures - Information of Fees Earned (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Management fees | $ 65 | $ 251 | $ 251 | $ 1,033 |
Leasing fees | 6 | 30 | 89 | 238 |
Construction fees | 2 | 31 | 42 | 151 |
Disposition fees | 0 | 0 | 47 | 0 |
Total | $ 73 | $ 312 | $ 429 | $ 1,422 |
Debt - Summary of Mortgages, No
Debt - Summary of Mortgages, Notes Payable and Capital Lease Obligation (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Senior unsecured notes | $ 460,000 | $ 460,000 |
Unsecured term loan facilities | 210,000 | 210,000 |
Fixed rate mortgages | 287,454 | 322,457 |
Unsecured revolving credit facility | 10,000 | 60,000 |
Junior subordinated notes | 28,125 | 28,125 |
Subtotal debt | 995,579 | 1,080,582 |
Unamortized premium | 5,589 | 6,935 |
Unamortized deferred financing costs | (3,674) | (3,806) |
Total debt | 997,494 | 1,083,711 |
Capital lease obligation | $ 1,108 | $ 1,108 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Nov. 30, 2016 | Aug. 31, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||||
Senior unsecured notes | $ 460,000,000 | $ 460,000,000 | $ 460,000,000 | |||||
Senior unsecured notes and unsecured term loans | 995,579,000 | 995,579,000 | 1,080,582,000 | |||||
Mortgages payable | 287,454,000 | 287,454,000 | 322,457,000 | |||||
(Loss) gain on extinguishment of debt | 847,000 | $ (27,000) | 847,000 | $ (1,414,000) | ||||
Letter of credit, unadjusted outstanding balance | 10,000,000 | 10,000,000 | $ 60,000,000 | |||||
Fixed Rate Mortgages | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgages payable | 287,500,000 | 287,500,000 | ||||||
Net book value of mortgage on properties | 362,200,000 | 362,200,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Letter of credit, unadjusted outstanding balance | 10,000,000 | 10,000,000 | ||||||
Net repayments on revolving credit facility | (16,000,000) | |||||||
Letter of credit, outstanding balance | 100,000 | 100,000 | ||||||
Letter of credit, remaining borrowing capacity | $ 339,900,000 | $ 339,900,000 | ||||||
Letter of credit, interest rate at end of period | 1.88% | 1.88% | ||||||
Minimum | Fixed Rate Mortgages | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgage debt interest rate | 2.86% | 2.86% | ||||||
Maximum | Fixed Rate Mortgages | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgage debt interest rate | 7.38% | 7.38% | ||||||
London Interbank Offered Rate (LIBOR) | Junior Subordinated Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.30% | |||||||
Unsecured Term Loan Maturing 2023 | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior unsecured notes | $ 60,000,000 | |||||||
Senior Unsecured Notes and Unsecured Term Loans | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior unsecured notes and unsecured term loans | $ 670,000,000 | $ 670,000,000 | ||||||
Senior Unsecured Notes and Unsecured Term Loans | Minimum | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgage debt interest rate | 2.99% | 2.99% | ||||||
Senior Unsecured Notes and Unsecured Term Loans | Maximum | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgage debt interest rate | 4.74% | 4.74% | ||||||
Troy Towne Center | Fixed Rate Mortgages | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgage debt interest rate | 5.90% | |||||||
Repayments of mortgages | $ 20,600,000 | |||||||
Scenario, Forecast | Senior Unsecured Notes in Private Placement Offering | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of unsecured debt | $ 75,000,000 | |||||||
Debt instrument, term | 12 years | |||||||
Mortgage debt interest rate | 3.64% | |||||||
Town Center At Aquia Office Building | Income Producing Property Dispositions | ||||||||
Debt Instrument [Line Items] | ||||||||
Mortgages payable | $ 11,800,000 | |||||||
(Loss) gain on extinguishment of debt | $ 800,000 |
Debt - Scheduled Principal Paym
Debt - Scheduled Principal Payments on Mortgages and Notes Payable (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2016 (October 1 - December 31) | $ 841 | |
2,017 | 129,096 | |
2,018 | 49,132 | |
2,019 | 5,861 | |
2,020 | 102,269 | |
Thereafter | 708,380 | |
Subtotal debt | 995,579 | $ 1,080,582 |
Unamortized premium | 5,589 | 6,935 |
Unamortized deferred financing costs | (3,674) | (3,806) |
Total debt | $ 997,494 | $ 1,083,711 |
Fair Value - Recorded Amount of
Fair Value - Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Derivative liabilities - interest rate swaps | $ (6,851) | $ (2,241) |
Derivative assets - interest rate swaps | 642 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Abstract] | ||
Derivative liabilities - interest rate swaps | $ (6,851) | (2,241) |
Derivative assets - interest rate swaps | $ 642 |
Fair Value - Additional Inform
Fair Value - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long term debt, carrying amount | $ 997,494 | $ 997,494 | $ 1,083,711 | ||
Provision for impairment | 977 | $ 0 | 977 | $ 2,521 | |
Level 2 | Fixed Rate Mortgages | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long term debt, carrying amount | 957,500 | 957,500 | 996,300 | ||
Long term debt, fair value | 982,300 | 982,300 | 1,000,000 | ||
Level 2 | Floating Rate Debt | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long term debt, carrying amount | 38,100 | 38,100 | $ 87,400 | ||
Land Held For Development Or Sale | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets, fair value disclosure, nonrecurring | $ 6,800 | $ 6,800 |
Derivative Financial Instrume41
Derivative Financial Instruments - Summary of Notional Values and Fair Values of Derivative Financial Instruments (Detail) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair Value | $ (6,851,000) | $ (2,241,000) |
Cash Flow Hedging | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Notional Amount | 270,000,000 | |
Fair Value | (6,851,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 2.0480 % Swap Rate, Expiration Date 10/2018 | ||
Derivative [Line Items] | ||
Notional Amount | $ 30,000,000 | |
Fixed rate | 2.048% | |
Fair Value | $ (772,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.8500 % Swap Rate, Expiration Date 10/2018 | ||
Derivative [Line Items] | ||
Notional Amount | $ 25,000,000 | |
Fixed rate | 1.85% | |
Fair Value | $ (568,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.8400 % Swap Rate, Expiration Date 10/2018 | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,000,000 | |
Fixed rate | 1.84% | |
Fair Value | $ (108,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 2.1500 % Swap Rate, Expiration Date 05/2020 | ||
Derivative [Line Items] | ||
Notional Amount | $ 15,000,000 | |
Fixed rate | 2.15% | |
Fair Value | $ (684,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 2.1500 % Swap Rate, Expiration Date 05/2020 | ||
Derivative [Line Items] | ||
Notional Amount | $ 10,000,000 | |
Fixed rate | 2.15% | |
Fair Value | $ (456,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.4600 % Swap Rate, Expiration Date 05/2020 | ||
Derivative [Line Items] | ||
Notional Amount | $ 50,000,000 | |
Fixed rate | 1.46% | |
Fair Value | $ (1,031,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.4980 % Swap Rate, Expiration Date 05/2021 | ||
Derivative [Line Items] | ||
Notional Amount | $ 20,000,000 | |
Fixed rate | 1.498% | |
Fair Value | $ (513,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.4900 % Swap Rate, Expiration Date 05/2021 | ||
Derivative [Line Items] | ||
Notional Amount | $ 15,000,000 | |
Fixed rate | 1.49% | |
Fair Value | $ (379,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.4800 % Swap Rate, Expiration Date 05/2021 | ||
Derivative [Line Items] | ||
Notional Amount | $ 40,000,000 | |
Fixed rate | 1.48% | |
Fair Value | $ (964,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | 210,000,000 | |
Fair Value | (5,475,000) | |
Cash Flow Hedging | Designated as Hedging Instrument | Unsecured term loan facility with: 1.7700 % Swap Rate, Expiration Date 05/2023 | ||
Derivative [Line Items] | ||
Notional Amount | $ 60,000,000 | |
Fixed rate | 1.77% | |
Fair Value | $ (1,376,000) |
Derivative Financial Instrume42
Derivative Financial Instruments - Summary of Effect of Derivative Financial Instruments on Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | $ (7,152) | $ 284 |
Interest Expense | Derivative Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | (716) | (111) |
Interest Expense | Derivative Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | (6,436) | 395 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (1,900) | (2,260) |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Derivative Assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | (74) | (425) |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest | Derivative Liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified from Accumulated OCI into Income (Effective Portion) | $ (1,826) | $ (1,835) |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of Basic Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income | $ 13,868 | $ 34,606 | $ 54,031 | $ 51,839 |
Net income attributable to noncontrolling interest | (326) | (940) | (1,282) | (1,416) |
Allocation of income to restricted share awards | (90) | (1,361) | (287) | (250) |
Income attributable to RPT | 13,452 | 32,305 | 52,462 | 50,173 |
Preferred share dividends | (1,675) | (1,675) | (5,026) | (5,162) |
Preferred share conversion costs | 0 | 0 | 0 | 500 |
Net income available to common shareholders | 11,867 | 31,991 | 47,723 | 44,761 |
Addback preferred shares for dilution | 0 | 1,675 | 0 | 0 |
Net income available to common shareholders - Diluted | $ 11,777 | $ 32,305 | $ 47,436 | $ 44,511 |
Weighted average shares outstanding, Basic (in shares) | 79,249 | 79,162 | 79,226 | 78,742 |
Stock options and restricted stock awards using the treasury method (in shares) | 188 | 184 | 178 | 197 |
Dilutive effect of securities (in shares) | 0 | 6,535 | 0 | 0 |
Weighted average shares outstanding, Diluted (in shares) | 79,437 | 85,881 | 79,404 | 78,939 |
Income per common share, Basic (in USD per share) | $ 0.15 | $ 0.39 | $ 0.60 | $ 0.57 |
Income per common share, Diluted (in USD per share) | $ 0.15 | $ 0.38 | $ 0.60 | $ 0.57 |
Basic Shares | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income available to common shareholders | $ 11,777 | $ 30,630 | $ 47,436 | $ 44,511 |
Share-Based Compensation Plans
Share-Based Compensation Plans - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)planshares | Sep. 30, 2015USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share-based compensation plans in effect | plan | 1 | |||
Share based compensation, number of options terminated (in shares) | 366,323 | |||
Performance-based liability awards, measurement period | 3 years | |||
Percentage of award to be paid in cash | 50.00% | |||
Compensation expense (benefit) related to cash awards | $ | $ 0.2 | $ 1.2 | $ (0.6) | $ 0.5 |
Share-based compensation expenses | $ | 0.7 | $ 0.3 | 2.1 | $ 1.3 |
Total unrecognized compensation expense | $ | $ 5.9 | $ 5.9 | ||
Total unrecognized compensation expense, weighted average period of recognition | 4 years 4 months 24 days | |||
Long-Term Incentive Plan ("LTIP") | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for grant | 2,000,000 | 2,000,000 | ||
Share based compensation, number of options available for issuance (in shares) | 1,400,000 | 1,400,000 | ||
Service-based restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Service based restricted stock, shares granted during period | 148,634 | |||
Minimum | Service-based restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Service based restricted stock, vesting period | 1 year | |||
Maximum | Service-based restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Service based restricted stock, vesting period | 5 years |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Tax Credit Carryforward [Line Items] | ||||
Income tax provision (benefit) | $ 133 | $ 29 | $ 234 | $ 306 |
Federal and State Income Taxes | ||||
Tax Credit Carryforward [Line Items] | ||||
Federal and state deferred tax asset | 11,000 | 11,000 | ||
Federal and state deferred tax asset, valuation allowance | $ 11,000 | $ 11,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Construction costs related to development and expansion | $ 7.9 | |
Operating and capital leases expenses | $ 0.6 | $ 0.5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Nov. 03, 2016USD ($)ft² | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Subsequent Event [Line Items] | |||
Proceeds from disposition held in escrow | $ 18,990 | $ 0 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
GLA | ft² | 85 | ||
Payments to acquire businesses | $ 32,100 |