Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 24, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | WASHINGTON PRIME GROUP INC. | |
Entity Central Index Key | 0001594686 | |
Trading Symbol | wpg | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 186,496,269 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Washington Prime Group, L.P. | ||
Document Information [Line Items] | ||
Entity Registrant Name | Washington Prime Group, L.P. | |
Entity Central Index Key | 0001610911 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS: | ||
Investment properties at cost | $ 5,933,785 | $ 5,914,705 |
Less: accumulated depreciation | 2,334,130 | 2,283,764 |
Investment properties, net | 3,599,655 | 3,630,941 |
Cash and cash equivalents | 29,244 | 42,542 |
Tenant receivables and accrued revenue, net | 81,849 | 85,463 |
Investment in and advances to unconsolidated entities, at equity | 428,130 | 433,207 |
Deferred costs and other assets | 171,422 | 169,135 |
Total assets | 4,310,300 | 4,361,288 |
LIABILITIES: | ||
Mortgage notes payable | 978,823 | 983,269 |
Notes payable | 983,542 | 982,697 |
Unsecured term loans | 685,792 | 685,509 |
Revolving credit facility | 341,288 | 286,002 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 216,172 | 253,862 |
Distributions payable | 2,992 | 2,992 |
Cash distributions and losses in unconsolidated entities, at equity | 15,421 | 15,421 |
Total liabilities | 3,224,030 | 3,209,752 |
Redeemable noncontrolling interests | 3,265 | 3,265 |
EQUITY: | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,310,300 | 4,361,288 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 186,493,797 and 186,074,461 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 19 | 19 |
Capital in excess of par value | 1,249,490 | 1,247,639 |
Accumulated deficit | (509,187) | (456,924) |
Accumulated other comprehensive income | 2,082 | 6,400 |
Total stockholders' equity | 944,980 | 999,710 |
Noncontrolling interests | 138,025 | 148,561 |
Total equity | 1,083,005 | 1,148,271 |
Total liabilities, redeemable noncontrolling interests and equity | 4,310,300 | 4,361,288 |
Series H Cumulative Redeemable Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 104,251 | 104,251 |
Series I Cumulative Redeemable Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 98,325 | 98,325 |
Washington Prime Group, L.P. | ||
ASSETS: | ||
Investment properties at cost | 5,933,785 | 5,914,705 |
Less: accumulated depreciation | 2,334,130 | 2,283,764 |
Investment properties, net | 3,599,655 | 3,630,941 |
Cash and cash equivalents | 29,244 | 42,542 |
Tenant receivables and accrued revenue, net | 81,849 | 85,463 |
Investment in and advances to unconsolidated entities, at equity | 428,130 | 433,207 |
Deferred costs and other assets | 171,422 | 169,135 |
Total assets | 4,310,300 | 4,361,288 |
LIABILITIES: | ||
Mortgage notes payable | 978,823 | 983,269 |
Notes payable | 983,542 | 982,697 |
Unsecured term loans | 685,792 | 685,509 |
Revolving credit facility | 341,288 | 286,002 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 216,172 | 253,862 |
Distributions payable | 2,992 | 2,992 |
Cash distributions and losses in unconsolidated entities, at equity | 15,421 | 15,421 |
Total liabilities | 3,224,030 | 3,209,752 |
Redeemable noncontrolling interests | 3,265 | 3,265 |
EQUITY: | ||
General partner | 944,980 | 999,710 |
Limited partners, 34,755,660 and 34,755,660 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 137,019 | 147,493 |
Total partners' equity | 1,081,999 | 1,147,203 |
Noncontrolling interests | 1,006 | 1,068 |
Total equity | 1,083,005 | 1,148,271 |
Total liabilities, redeemable noncontrolling interests and equity | 4,310,300 | 4,361,288 |
Stockholders' Equity: | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,310,300 | 4,361,288 |
Washington Prime Group, L.P. | General Partner Preferred Equity | ||
EQUITY: | ||
General partner | 202,576 | 202,576 |
Washington Prime Group, L.P. | General Partner Common Equity | ||
EQUITY: | ||
General partner | $ 742,404 | $ 797,134 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 186,493,797 | 186,074,461 |
Common stock, shares outstanding (in shares) | 186,493,797 | 186,074,461 |
Washington Prime Group, L.P. | ||
Limited Partner, common equity, shares issued (in shares) | 34,755,660 | 34,755,660 |
Limited Partner, common equity, shares outstanding (in shares) | 34,755,660 | 34,755,660 |
Washington Prime Group, L.P. | General Partner Preferred Equity | ||
General Partner, preferred equity, shares issued (in shares) | 7,800,000 | 7,800,000 |
General Partner, preferred equity, shares outstanding (in shares) | 7,800,000 | 7,800,000 |
Washington Prime Group, L.P. | General Partner Common Equity | ||
General Partner, preferred equity, shares issued (in shares) | 186,493,797 | 186,074,461 |
General Partner, preferred equity, shares outstanding (in shares) | 186,493,797 | 186,074,461 |
Preferred Series H | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred shares issued (in shares) | 4,000,000 | 4,000,000 |
Preferred shares outstanding (in shares) | 4,000,000 | 4,000,000 |
Preferred Series I | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred shares issued (in shares) | 3,800,000 | 3,800,000 |
Preferred shares outstanding (in shares) | 3,800,000 | 3,800,000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
REVENUE: | ||
Rental income | $ 163,273 | $ 172,417 |
Other income | 5,550 | 4,577 |
Total revenues | 168,823 | 176,994 |
EXPENSES: | ||
Property operating | 39,429 | 36,366 |
Depreciation and amortization | 66,378 | 61,294 |
Real estate taxes | 22,114 | 22,041 |
Advertising and promotion | 1,893 | 1,771 |
General and administrative | 14,125 | 9,654 |
Ground rent | 203 | 197 |
Total operating expenses | 144,142 | 131,323 |
Interest expense, net | (36,830) | (34,344) |
Gain on disposition of interests in properties, net | 9,990 | 8,181 |
Income and other taxes | (356) | (485) |
(Loss) income from unconsolidated entities, net | (48) | 1,162 |
NET (LOSS) INCOME | (2,563) | 20,185 |
Net (loss) income attributable to noncontrolling interests | (896) | 2,661 |
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY | (1,667) | 17,524 |
Less: Preferred share dividends | (3,508) | (3,508) |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (5,175) | $ 14,016 |
(LOSS) EARNINGS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share) | $ (0.03) | $ 0.07 |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||
Limited partners | $ (956) | $ 2,601 |
COMPREHENSIVE (LOSS) INCOME: | ||
Net (loss) income | (2,563) | 20,185 |
Unrealized (loss) income on interest rate derivative instruments, net | (5,110) | 5,217 |
Comprehensive (loss) income | (7,673) | 25,402 |
Comprehensive (loss) income attributable to noncontrolling interests | (1,688) | 3,482 |
Comprehensive (loss) income attributable to common shareholders | (5,985) | 21,920 |
Washington Prime Group, L.P. | ||
REVENUE: | ||
Rental income | 163,273 | 172,417 |
Other income | 5,550 | 4,577 |
Total revenues | 168,823 | 176,994 |
EXPENSES: | ||
Property operating | 39,429 | 36,366 |
Depreciation and amortization | 66,378 | 61,294 |
Real estate taxes | 22,114 | 22,041 |
Advertising and promotion | 1,893 | 1,771 |
General and administrative | 14,125 | 9,654 |
Ground rent | 203 | 197 |
Total operating expenses | 144,142 | 131,323 |
Interest expense, net | (36,830) | (34,344) |
Gain on disposition of interests in properties, net | 9,990 | 8,181 |
Income and other taxes | (356) | (485) |
(Loss) income from unconsolidated entities, net | (48) | 1,162 |
NET (LOSS) INCOME | (2,563) | 20,185 |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (6,131) | $ 16,617 |
(LOSS) EARNINGS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share) | $ (0.03) | $ 0.07 |
NET (LOSS) INCOME ATTRIBUTABLE TO UNITHOLDERS | $ (2,563) | $ 20,185 |
Less: Preferred unit distributions | (3,568) | (3,568) |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS | (6,131) | 16,617 |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||
General partner | (5,175) | 14,016 |
Limited partners | (956) | 2,601 |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON UNITHOLDERS | (6,131) | 16,617 |
COMPREHENSIVE (LOSS) INCOME: | ||
Net (loss) income | (2,563) | 20,185 |
Unrealized (loss) income on interest rate derivative instruments, net | (5,110) | 5,217 |
Comprehensive (loss) income | $ (7,673) | $ 25,402 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (2,563) | $ 20,185 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 65,270 | 61,404 |
Gain on disposition of interests in properties and outparcels, net | (9,990) | (8,181) |
Change in estimate of collectibility of rental income | 2,980 | 3,346 |
Loss (income) from unconsolidated entities, net | 48 | (1,162) |
Distributions of income from unconsolidated entities | 575 | 1,585 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | 1,766 | 1,177 |
Deferred costs and other assets | (6,047) | (11,612) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | (39,388) | (23,082) |
Net cash provided by operating activities | 12,651 | 43,660 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (35,162) | (29,675) |
Net proceeds from disposition of interests in properties and outparcels | 12,084 | 13,776 |
Investments in unconsolidated entities | (3,273) | (10,048) |
Distributions of capital from unconsolidated entities | 7,727 | 19,884 |
Net cash used in investing activities | (18,624) | (6,063) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (66) | (5) |
Redemption of limited partner units | 0 | (11) |
Net proceeds from issuance of common shares, including common stock plans | 1 | 0 |
Distributions on common and preferred shares/units | (59,336) | (59,167) |
Proceeds from issuance of debt, net of transaction costs | 75,000 | 476,877 |
Repayments of debt | (24,142) | (451,101) |
Net cash used in financing activities | (8,543) | (33,407) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (14,516) | 4,190 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 61,084 | 70,201 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 46,568 | 74,391 |
Washington Prime Group, L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | (2,563) | 20,185 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 65,270 | 61,404 |
Gain on disposition of interests in properties and outparcels, net | (9,990) | (8,181) |
Change in estimate of collectibility of rental income | 2,980 | 3,346 |
Loss (income) from unconsolidated entities, net | 48 | (1,162) |
Distributions of income from unconsolidated entities | 575 | 1,585 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | 1,766 | 1,177 |
Deferred costs and other assets | (6,047) | (11,612) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | (39,388) | (23,082) |
Net cash provided by operating activities | 12,651 | 43,660 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (35,162) | (29,675) |
Net proceeds from disposition of interests in properties and outparcels | 12,084 | 13,776 |
Investments in unconsolidated entities | (3,273) | (10,048) |
Distributions of capital from unconsolidated entities | 7,727 | 19,884 |
Net cash used in investing activities | (18,624) | (6,063) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (66) | (5) |
Redemption of limited partner units | 0 | (11) |
Net proceeds from issuance of common units, including equity-based compensation plans | 1 | 0 |
Distributions to unitholders | (59,336) | (59,167) |
Proceeds from issuance of debt, net of transaction costs | 75,000 | 476,877 |
Repayments of debt | (24,142) | (451,101) |
Net cash used in financing activities | (8,543) | (33,407) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (14,516) | 4,190 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 61,084 | 70,201 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 46,568 | $ 74,391 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statement of Equity - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Preferred StockPreferred Series H | Preferred StockPreferred Series I | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Income | Redeemable Non-Controlling Interests | Non- Controlling Interests |
Beginning balance at Dec. 31, 2017 | $ 1,267,122 | $ 1,099,404 | $ 104,251 | $ 98,325 | $ 19 | $ 1,240,483 | $ (350,594) | $ 6,920 | $ 3,265 | $ 167,718 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Redemption of limited partner units | (11) | (11) | ||||||||
Other | (36) | (36) | (36) | |||||||
Equity-based compensation | 1,742 | 1,523 | 1,523 | 219 | ||||||
Adjustments to noncontrolling interests | 0 | 397 | 397 | (397) | ||||||
Distributions on common shares/units ($0.25 per common share/unit) | (55,604) | (46,909) | (46,909) | (8,695) | ||||||
Distributions declared on preferred shares | (3,508) | (3,508) | (3,508) | |||||||
Other comprehensive loss | 5,217 | 4,396 | 4,396 | 821 | ||||||
Net (loss) income, excluding $60 of distributions to preferred unitholders | 20,125 | 17,524 | 17,524 | 2,601 | ||||||
Beginning balance at Mar. 31, 2018 | 1,237,521 | 1,074,876 | 104,251 | 98,325 | 19 | 1,241,978 | (381,597) | 11,900 | 3,265 | 162,645 |
Beginning balance at Dec. 31, 2018 | 1,148,271 | 999,710 | 104,251 | 98,325 | 19 | 1,247,639 | (456,924) | 6,400 | 3,265 | 148,561 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other | (7) | (7) | (7) | |||||||
Exercise of stock options | 1 | 1 | 1 | |||||||
Equity-based compensation | 1,815 | 1,778 | 1,778 | 37 | ||||||
Adjustments to noncontrolling interests | 79 | 79 | (79) | |||||||
Distributions on common shares/units ($0.25 per common share/unit) | (55,834) | (47,088) | (47,088) | (8,746) | ||||||
Distributions declared on preferred shares | (3,508) | (3,508) | (3,508) | |||||||
Other comprehensive loss | (5,110) | (4,318) | (4,318) | (792) | ||||||
Net (loss) income, excluding $60 of distributions to preferred unitholders | (2,623) | (1,667) | (1,667) | (956) | ||||||
Beginning balance at Mar. 31, 2019 | $ 1,083,005 | $ 944,980 | $ 104,251 | $ 98,325 | $ 19 | $ 1,249,490 | $ (509,187) | $ 2,082 | $ 3,265 | $ 138,025 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statement of Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Distributions per common share (usd per share) | $ 0.25 | $ 0.25 |
Distributions to preferred unitholders | $ 60 | $ 60 |
Unaudited Consolidated Statem_5
Unaudited Consolidated Statement of Equity - LP - USD ($) $ in Thousands | Total | Washington Prime Group, L.P. | Washington Prime Group, L.P.Partners' Equity | Washington Prime Group, L.P.Non- Controlling Interests | Washington Prime Group, L.P.Redeemable Non-Controlling Interests | Washington Prime Group, L.P.General PartnerPartners' Equity | Washington Prime Group, L.P.General Partner Preferred EquityPartners' Equity | Washington Prime Group, L.P.General Partner Common EquityPartners' Equity | Washington Prime Group, L.P.Limited PartnersPartners' Equity |
Beginning balance at Dec. 31, 2017 | $ 1,267,122 | $ 1,266,064 | $ 1,058 | $ 3,265 | $ 1,099,404 | $ 202,576 | $ 896,828 | $ 166,660 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Redemption of limited partner units | $ (11) | (11) | (11) | (11) | |||||
Other | (36) | (36) | (36) | (36) | |||||
Equity-based compensation | 1,742 | 1,742 | 1,523 | 1,523 | 219 | ||||
Adjustments to limited partners' interests | 397 | 397 | (397) | ||||||
Distributions on common units ($0.25 per common unit) | (55,604) | (55,599) | (5) | (46,909) | (46,909) | (8,690) | |||
Distributions declared on preferred units | (3,508) | (3,508) | (60) | (3,508) | (3,508) | ||||
Other comprehensive income | 5,217 | 5,217 | 5,217 | 4,396 | 4,396 | 821 | |||
Net (loss) income | 20,125 | 20,125 | 20,125 | 0 | 60 | 17,524 | 3,508 | 14,016 | 2,601 |
Ending balance at Mar. 31, 2018 | 1,237,521 | 1,236,468 | 1,053 | 3,265 | 1,074,876 | 202,576 | 872,300 | 161,592 | |
Beginning balance at Dec. 31, 2018 | 1,148,271 | 1,147,203 | 1,068 | 3,265 | 999,710 | 202,576 | 797,134 | 147,493 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Other | (7) | (7) | (7) | (7) | |||||
Exercise of stock options | 1 | 1 | 1 | 1 | 1 | ||||
Equity-based compensation | 1,815 | 1,815 | 1,778 | 1,778 | 37 | ||||
Adjustments to limited partners' interests | 79 | 79 | (79) | ||||||
Distributions on common units ($0.25 per common unit) | (55,834) | (55,772) | (62) | (47,088) | (47,088) | (8,684) | |||
Distributions declared on preferred units | (3,508) | (3,508) | (60) | (3,508) | (3,508) | ||||
Other comprehensive income | (5,110) | (5,110) | (5,110) | (4,318) | (4,318) | (792) | |||
Net (loss) income | $ (2,623) | (2,623) | (2,623) | 60 | (1,667) | 3,508 | (5,175) | (956) | |
Ending balance at Mar. 31, 2019 | $ 1,083,005 | $ 1,081,999 | $ 1,006 | $ 3,265 | $ 944,980 | $ 202,576 | $ 742,404 | $ 137,019 |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statement of Equity - LP (Parentheticals) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Statement of Partners' Capital [Abstract] | ||
Distribution on common units (usd per unit) | $ 0.25 | $ 0.25 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Washington Prime Group Inc. (“WPG Inc.”) is an Indiana corporation that operates as a fully integrated, self‑administered and self‑managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG Inc. Washington Prime Group, L.P. (“WPG L.P.”) is WPG Inc.'s majority‑owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of March 31, 2019 , our assets consisted of material interests in 108 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 58 million square feet of managed gross leasable area. Unless the context otherwise requires, references to "WPG," the "Company," “we,” “us” or “our” refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis. We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants’ sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable costs such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenses. We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline tenant spaces, re‑developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re‑merchandising and/or changes to the retail use of the space. Severance On February 5, 2019 , the Company's Executive Vice President, Head of Open Air Centers was terminated without cause from his position and received severance payments and other benefits pursuant to the terms and conditions of his employment agreement. In addition, the Company terminated, without cause, additional non-executive personnel in the Property Management department as part of an effort to reduce overhead costs. In connection with and as part of the aforementioned management changes, the Company recorded aggregate severance charges of $1.9 million , including $0.1 million of non-cash stock compensation in the form of accelerated vesting of equity incentive awards, which costs are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2019 . On March 18, 2019 , the Company's Executive Vice President, Development notified the Company of his resignation. The effective date of his resignation was March 28, 2019. There were no severance payments or accelerated vesting of stock compensation benefits in connection with this separation. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of March 31, 2019 and December 31, 2018 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. Due to the seasonal nature of certain operational activities, the results for the interim period ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated unaudited financial statements should be read in conjunction with the audited consolidated and combined financial statements and related notes included in the combined 2018 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the " 2018 Form 10-K"). General These consolidated financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other unaffiliated partner or owner, and the inability of any other unaffiliated partner or owner to replace us. We consolidate a variable interest entity ("VIE") when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during the three months ended March 31, 2019 to any of our previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the three months ended March 31, 2019 , we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide. Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in unconsolidated entities, at equity in the consolidated balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has committed to or intends to fund the venture. As of March 31, 2019 , our assets consisted of material interests in 108 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 91 wholly owned properties and four additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining 13 properties, or the joint venture properties, using the equity method of accounting. While we manage the day-to-day operations of the joint venture properties, we do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for further details). We allocate net operating results of WPG L.P. to third parties and to WPG Inc. based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net (loss) income attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.4% and 84.3% for the three months ended March 31, 2019 and 2018 , respectively. As of March 31, 2019 and December 31, 2018 , WPG Inc.'s ownership interest in WPG L.P. was 84.4% and 84.4% , respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Fair Value Measurements The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity. The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. Use of Estimates We prepared the accompanying consolidated financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates. Segment Disclosure Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. New Accounting Pronouncements Adoption of New Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)." This new guidance, including related ASUs that were subsequently issued, was effective January 1, 2019 and required lessees to recognize a lease liability and right of use ("ROU") asset, measured as the present value of lease payments, for both operating and financing leases with a term greater than 12 months. Additionally, the new standard made targeted changes to lessor accounting. The new leases standard required a modified retrospective transition approach for all leases existing at, or entered into after, January 1, 2017, with an option to use certain transition relief which allowed an entity to account for the impact of the adoption ASU 2016-02 with a cumulative adjustment to retained earnings, if necessary, on January 1, 2019, rather than January 1, 2017, eliminating the need to restate amounts presented prior to January 1, 2019. The Company adopted the new standard on January 1, 2019 and applied the new guidance utilizing the optional transition method noted above. The Company elected to use the "package of practical expedients," which allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not make any adjustments to the opening balance of retained earnings upon adoption of the new standard given the nature of the impacts and other transition practical expedients elected by the Company. Upon adoption, the Company recognized a lease liability and corresponding ROU asset of approximately $14.4 million for the four material ground leases, two material office leases, and one material garage lease with a term of more than 12 months. For leases with a term of 12 months or less, the Company made an accounting policy election by underlying asset to not recognize lease liabilities and ROU assets. Additionally, the Company excluded certain office equipment leases due to materiality. All of these leases were classified as operating leases under legacy GAAP and the current classification was carried forward under ASU 2016-02. See "Note 10 - Commitments and Contingencies" for additional details. From a lessor perspective, the new guidance remained mostly similar to legacy GAAP as the Company elected the practical expedient to not separate non-lease components from lease components. This election resulted in a change on the Company's consolidated statements of operations and comprehensive (loss) income as the Company no longer presents minimum rents, overage rents, and tenant reimbursements as separate line items because the Company now accounts for these line items as a single combined lease component, rental income, on the basis of the lease component being the predominant component of the contract. As such, non-lease components, including common-area ("CAM") revenues, are now combined with lease components and are recognized on a straight-line basis to the extent the non-lease components are fixed. Additionally, ASU 2016-02 required the Company to recognize a change, after the commencement date, in their assessment of whether the collectibility of an operating lease receivable as probable as an adjustment to rental income rather than as a provision for credit losses. This requirement resulted in a change on the Company's consolidated statements of operations and comprehensive (loss) income as the Company no longer presents provision for credit losses as a separate line item and the adjustment is now recorded as a reduction to rental income. ASU 2016-02 also introduced certain changes to the lease classification rules for lessors. Accordingly, some leases may be classified as sales-type leases in the future. This change is not expected to have a material impact on the Company's financial statements. Finally, ASU 2016-02 disallowed the capitalization of internal leasing costs and legal costs, unless said costs are incremental to obtaining the lease contract, resulting in an increase in the Company's general and administrative expenses. For the three months ended March 31, 2018 , we capitalized approximately $4.1 million of internal legal and leasing costs that would no longer qualify for capitalization under the new standard. The Company elected to use the practical expedient in transition to not re-evaluate costs that were previously capitalized. The cumulative effect of the change to our consolidated January 1, 2019 balance sheet for the adoption of ASU 2016-02 was as follows: Balance at December 31, 2018 Adjustments Due to Balance at January 1, 2019 Balance Sheet Assets Deferred costs and other assets $ 169,135 $ 14,412 $ 183,547 Liabilities Accounts payable, accrued expenses, intangibles, and deferred revenues $ 253,862 $ 14,412 $ 268,274 New Standards Issued But Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurements (ASC 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurements." ASU 2018-13 eliminates certain disclosure requirements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact this ASU will have, if any, on our financial statements and related disclosures. Reclassifications Reclassifications were made to conform prior periods to our presentation of the consolidated statements of operations and comprehensive (loss) income due to the impact of adopting ASU 2016-02. Amounts previously disclosed as minimum rent, tenant reimbursements, and overage rent during the three months ended March 31, 2018 are now included in rental income and will no longer be presented as separate line items. Additionally, termination income of $1.8 million , which was previously disclosed in other income, and provision for credit losses of $3.3 million , which was previously disclosed as a separate line item during the three months ended March 31, 2018 , were also reclassified to rental income to conform with the impact of adopting ASU 2016-02. Reconciliation of Cash, Cash Equivalents, and Restricted Cash The following is a summary of our beginning and ending cash, cash equivalents and restricted cash totals as presented in our statements of cash flows for the three months ended March 31, 2019 and 2018 : Balance at March 31, Balance at December 31, 2019 2018 2018 2017 Cash and cash equivalents $ 29,244 $ 45,871 $ 42,542 $ 52,019 Restricted cash 17,324 28,520 18,542 18,182 Total cash, cash equivalents and restricted cash $ 46,568 $ 74,391 $ 61,084 $ 70,201 Restricted cash primarily relates to cash held in escrow for payment of real estate taxes and property reserves for maintenance, expansion or leasehold improvements as required by our mortgage loans. Restricted cash is included in "Deferred costs and other assets" in the accompanying balance sheets as of March 31, 2019 and December 31, 2018 . |
Investment in Real Estate
Investment in Real Estate | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Investment in Real Estate | Investment in Real Estate 2019 Dispositions We completed the sale of various tranches of restaurant outparcels to FCPT Acquisitions, LLC ("Four Corners") pursuant to the purchase and sale agreement executed on September 20, 2017 between the Company and Four Corners. The following table summarizes the key terms of each tranche sold during the three months ended March 31, 2019 : Tranche Sales Date Parcels Sold Purchase Price Sales Proceeds Tranche 6 January 18, 2019 8 $ 9,435 $ 9,364 Tranche 7 February 11, 2019 1 2,766 2,720 9 $ 12,201 $ 12,084 The net proceeds were used to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2019 disposition activities, the Company recorded a gain of $10.0 million for the three months ended March 31, 2019 , which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income. The Company expects to close on most of the approximately $25.3 million of remaining outparcels during 2019, subject to due diligence and closing conditions. 2018 Dispositions On January 12, 2018 , we completed the sale of the first tranche of restaurant outparcels to Four Corners. The first tranche consisted of 10 outparcels, with an allocated purchase price of approximately $13.7 million . The net proceeds of approximately $13.5 million were used to fund a portion of the acquisition of certain Sears parcels on April 11, 2018 and for general corporate purposes. In connection with the 2018 disposition activities, the Company recorded a net gain of $8.2 million for the three months ended March 31, 2018 , which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive (loss) income. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities, at Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities, at Equity | Investment in Unconsolidated Entities, at Equity The Company's investment activity in unconsolidated real estate entities during the three months ended March 31, 2019 and March 31, 2018 consisted of investments in the following material joint ventures: • The O'Connor Joint Venture I This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of five enclosed retail properties and related outparcels, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place® located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas. We retain management, leasing, and development responsibilities for the O'Connor Joint Venture I. • The O'Connor Joint Venture II This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of seven retail properties and certain related outparcels, consisting of the following: The Arboretum, located in Austin, Texas; Arbor Hills, located in Ann Arbor, Michigan; Classen Curve and The Triangle at Classen Curve, each located in Oklahoma City, Oklahoma and Nichols Hills Plaza, located in Nichols Hills, Oklahoma (the "Oklahoma City Properties"); Gateway Centers, located in Austin, Texas; Malibu Lumber Yard, located in Malibu, California; Palms Crossing I and II, located in McAllen, Texas; and The Shops at Arbor Walk, located in Austin, Texas (the "O'Connor Joint Venture II"). We retain management, leasing, and development responsibilities for the O'Connor Joint Venture II. • The Seminole Joint Venture This investment consists of a 45% legal interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional retail property located in the Orlando, Florida area. The Company's effective financial interest in this property is estimated to be 0% for 2019 due to preferences. We retain management, leasing, and development responsibilities for the Seminole Joint Venture. Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provides management, development, construction, marketing, leasing and legal services for a fee to the joint ventures as noted above. We recorded fee income of $2.7 million and $2.3 million for the three months ended March 31, 2019 and March 31, 2018 , respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive (loss) income. Advances to the joint ventures totaled $3.3 million and $5.3 million as of March 31, 2019 and December 31, 2018 , respectively, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheets. Management deems this balance to be collectible and anticipates repayment within one year. The following table presents the combined balance sheets for the O'Connor Joint Venture I, O'Connor Joint Venture II, the Seminole Joint Venture, and an indirect 12.5% ownership interest in certain other real estate as of March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Assets: Investment properties at cost, net $ 1,949,510 $ 1,964,699 Construction in progress 22,465 21,019 Cash and cash equivalents 35,674 43,169 Tenant receivables and accrued revenue, net 30,862 31,661 Deferred costs and other assets (1) 315,157 147,481 Total assets $ 2,353,668 $ 2,208,029 Liabilities and Members’ Equity: Mortgage notes payable $ 1,290,376 $ 1,292,801 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 293,245 137,073 Total liabilities 1,583,621 1,429,874 Members’ equity 770,047 778,155 Total liabilities and members’ equity $ 2,353,668 $ 2,208,029 Our share of members’ equity, net $ 392,530 $ 396,229 Our share of members’ equity, net $ 392,530 $ 396,229 Advances and excess investment 20,179 21,557 Net investment in and advances to unconsolidated entities, at equity (3) $ 412,709 $ 417,786 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $88,181 and $91,609 as of March 31, 2019 and December 31, 2018 , respectively. Additionally, includes ROU assets of $172,733 related to ground leases for which our joint ventures are the lessees as of March 31, 2019 . (2) Includes the net book value of below market leases of $53,653 and $57,392 as of March 31, 2019 and December 31, 2018 , respectively. Additionally, includes lease liabilities of $172,733 related to ground leases for which our joint ventures are the lessees as of March 31, 2019 . (3) Includes $428,130 and $433,207 of investment in and advances to unconsolidated entities, at equity as of March 31, 2019 and December 31, 2018 , respectively, and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of March 31, 2019 and December 31, 2018 . The following table presents the combined statements of operations for the O'Connor Joint Venture I, the O'Connor Joint Venture II, the Seminole Joint Venture, and an indirect 12.5% ownership interest in certain other real estate for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Total revenues $ 66,022 $ 65,376 Operating expenses 26,829 25,343 Depreciation and amortization 25,757 23,461 Operating income 13,436 16,572 Interest expense, taxes, and other, net (13,065 ) (13,039 ) Net income of the Company's unconsolidated real estate entities $ 371 $ 3,533 (Loss) income from the Company's unconsolidated real estate entities $ (48 ) $ 1,162 |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at March 31, 2019 and December 31, 2018 was as follows: March 31, December 31, Face amount of mortgage loans $ 976,134 $ 980,276 Fair value adjustments, net 5,189 5,764 Debt issuance cost, net (2,500 ) (2,771 ) Carrying value of mortgage loans $ 978,823 $ 983,269 A roll forward of mortgage indebtedness from December 31, 2018 to March 31, 2019 is summarized as follows: Balance at December 31, 2018 $ 983,269 Debt amortization payments (4,142 ) Amortization of fair value and other adjustments (575 ) Amortization of debt issuance costs 271 Balance at March 31, 2019 $ 978,823 During the three months ended March 31, 2019 , the Company exercised the first of two options to extend the maturity of the $52.0 million mortgage note payable on Town Center at Aurora, located in Aurora, Colorado, for one year . The extended maturity date is April 1, 2020, subject to a one -year extension available at our option subject to compliance with the terms of the underlying loan agreement and payment of customary extension fees. Pursuant to the terms of the extension option, the Company entered into a derivative swap agreement that effectively fixed the interest rate of the note payable at 4.76% per annum through both extension periods. Unsecured Debt During the three months ended March 31, 2019 , Fitch Ratings, Moody's Investor Service, and S&P Global Ratings lowered their credit rating on WPG L.P.'s unsecured long-term indebtedness, which increased interest rates on our Facility, December 2015 Term Loan, and Senior Notes due 2024 (see below for capitalized terms) as of February 2, 2019. Due to the downgrade, our Revolver bears interest at LIBOR plus 1.65% (an increase of 40 basis points), our Term Loan bears interest at LIBOR plus 1.90% (an increase of 45 basis points), and our December 2015 Term Loan bears interest at LIBOR plus 2.35% (an increase of 55 basis points). Our Senior Notes due 2024 will bear interest at 6.450% , effective August 15, 2019 (an increase of 50 basis points). The following table identifies our total unsecured debt outstanding at March 31, 2019 and December 31, 2018 : March 31, December 31, Notes payable: Face amount - the Exchange Notes (1) $ 250,000 $ 250,000 Face amount - Senior Notes due 2024 (2) 750,000 750,000 Debt discount, net (9,314 ) (9,680 ) Debt issuance costs, net (7,144 ) (7,623 ) Total carrying value of notes payable $ 983,542 $ 982,697 Unsecured term loans: (7) Face amount - Term Loan (3)(4) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5) 340,000 340,000 Debt issuance costs, net (4,208 ) (4,491 ) Total carrying value of unsecured term loans $ 685,792 $ 685,509 Revolving credit facility: (3)(6) Face amount $ 345,000 $ 290,000 Debt issuance costs, net (3,712 ) (3,998 ) Total carrying value of revolving credit facility $ 341,288 $ 286,002 (1) The Exchange Notes were issued at a 0.028% discount, bear interest at 3.850% per annum and mature on April 1, 2020 . (2) The Senior Notes due 2024 were issued at a 1.533% discount, bear interest at 5.950% per annum through August 14, 2019, at which time the interest rate will increase to 6.450% per annum due to the credit downgrade. The Senior Notes due 2024 mature on August 15, 2024 . The interest rate could vary in the future based upon changes to the Company's credit ratings. (3) The unsecured revolving credit facility, or "Revolver" and unsecured term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at one-month LIBOR plus 1.90% per annum and will mature on December 30, 2022 . We have interest rate swap agreements totaling $250.0 million , which effectively fix the interest rate on a portion of the Term Loan at 4.66% through April 1, 2021 . At March 31, 2019 , the applicable interest rate on the unhedged portion of the Term Loan was one-month LIBOR plus 1.90% or 4.39% . (5) The December 2015 Term Loan bears interest at one-month LIBOR plus 2.35% per annum and will mature on January 10, 2023 . We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.06% per annum through maturity. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million , bears interest at one-month LIBOR plus 1.65% , and will initially mature on December 30, 2021 , subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At March 31, 2019 , we had an aggregate available borrowing capacity of $304.8 million under the Revolver, net of $0.2 million reserved for outstanding letters of credit. At March 31, 2019 , the applicable interest rate on the Revolver was one-month LIBOR plus 1.65% or 4.14% . (7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels. Covenants Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of March 31, 2019 , management believes the Company is in compliance with all covenants of its unsecured debt. The total balance of mortgages was approximately $976.1 million as of March 31, 2019 . At March 31, 2019 , certain of our consolidated subsidiaries were the borrowers under 21 non-recourse loans and two full-recourse loans secured by mortgages encumbering 26 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. On November 19, 2018 , we received a notice of default letter, dated November 15, 2018 , from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $49.8 million mortgage loan secured by West Ridge Mall and West Ridge Plaza, located in Topeka, Kansas (collectively known as "West Ridge"). The notice was issued by the special servicer because the borrower did not make certain reserve repayments or deposits as required by the loan agreement for the aforementioned loan. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. The Company continues to manage and lease the property. On April 11, 2018 , we received a notice of default letter, dated April 6, 2018 , from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $45.2 million mortgage loan secured by Towne West Square, located in Wichita, Kansas. The notice was issued by the special servicer because the borrower did not make certain reserve payments or deposits as required by the loan agreement for the aforementioned loan. On August 24, 2018, we received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company still holds title to the property. At March 31, 2019 , management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of March 31, 2019 . Fair Value of Debt The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate unsecured debt (including variable-rate unsecured debt swapped to fixed-rate) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 1 inputs. The book value and fair value of these financial instruments and the related discount rate assumptions as of March 31, 2019 and December 31, 2018 are summarized as follows: March 31, 2019 December 31, 2018 Book value of fixed-rate mortgages (1) $911,134 $915,276 Fair value of fixed-rate mortgages $916,561 $928,129 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 4.79 % 4.57 % Book value of fixed-rate unsecured debt (1) $1,590,000 $1,590,000 Fair value of fixed-rate unsecured debt $1,546,685 $1,485,672 Weighted average discount rates assumed in calculation of fair value for fixed-rate unsecured debt 5.52 % 5.62 % (1) Excludes debt issuance costs and applicable debt discounts. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings. Cash Flow Hedges of Interest Rate Risk The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive income ("AOCI") during the term of the hedged debt transaction. Amounts reported in AOCI relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCI are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $1.5 million will be reclassified as a decrease to interest expense. On March 29, 2019 , the Company entered into one two -year swap, totaling $52.0 million with an effective date of April 1, 2019 , pursuant to the terms of the extension option executed on the mortgage note payable loan at Town Center at Aurora. As of March 31, 2019 , the Company had 11 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a notional value of $642.0 million . The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2019 and December 31, 2018 : Derivatives designated as hedging instruments: Balance Sheet March 31, 2019 December 31, 2018 Interest rate products Asset derivatives Deferred costs and other assets $ 5,392 $ 9,306 Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ 3,081 $ 1,913 The asset derivative instruments were reported at their fair value of $5,392 and $9,306 in deferred costs and other assets at March 31, 2019 and December 31, 2018 , respectively, with a corresponding adjustment to OCI for the unrealized gains and losses (net of noncontrolling interest allocation). The liability derivative instruments were reported at their fair value of $3,081 and $1,913 at March 31, 2019 and December 31, 2018 , respectively, with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Over time, the unrealized gains and losses held in AOCI will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings. The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of comprehensive (loss) income for the three months ended March 31, 2019 and 2018 : Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended March 31, 2019 2018 Amount of (Loss) or Gain Recognized in OCI on Derivative Interest expense $ (4,565 ) $ 5,997 Amount of Gain Reclassified from AOCI into Income Interest expense $ (545 ) $ (780 ) The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2019 and 2018 : Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended March 31, 2019 2018 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (36,830 ) $ (34,344 ) Amount of gain reclassified from accumulated other comprehensive income into interest expense $ (545 ) $ (780 ) Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations. The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement. As of March 31, 2019 , the fair value of the derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $3,081 . As of March 31, 2019 , the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions as of March 31, 2019 . If the Company had breached any of these provisions at March 31, 2019 , it would have been required to settle its obligation under these agreements at their termination value of $3,081 . Fair Value Considerations Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy. To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2019 and December 31, 2018 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The tables below presents the Company’s net assets and liabilities measured at fair value as of March 31, 2019 and December 31, 2018 aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at March 31, 2019 Derivative instruments, net $ — $ 2,311 $ — $ 2,311 Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2018 Derivative instruments, net $ — $ 7,393 $ — $ 7,393 |
Rental Income
Rental Income | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Rental Income | Rental Income We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes a fixed minimum rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses (also known as CAM), and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of an operating lease receivable is probable. We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842. Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. The following table summarizes our rental income for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Operating lease payments, fixed $ 144,176 $ 153,978 Operating lease payments, variable 18,062 17,977 Amortization of straight-line rent, inducements, and rent abatements 1,109 760 Net amortization/accretion of above and below-market leases 2,906 3,048 Change in estimate of collectibility of rental income (2,980 ) (3,346 ) Total rental income $ 163,273 $ 172,417 Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of March 31, 2019 are as follows: 2019 $ 377,282 2020 428,891 2021 352,756 2022 293,090 2023 234,351 Thereafter 707,932 $ 2,394,302 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Exchange Rights Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of WPG Inc. common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the market value of WPG Inc.'s common stock as determined pursuant to the terms of the WPG L.P. Partnership Agreement. At March 31, 2019 , WPG Inc. had reserved 34,755,660 shares of common stock for possible issuance upon the exchange of units held by limited partners. The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity. Stock Based Compensation On May 28, 2014 , the Board adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares/units. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units ("Performance LTIP Units") in WPG L.P. The Plan terminates on May 28, 2024. The following is a summary by type of the awards that the Company issued during the three months ended March 31, 2019 and March 31, 2018 under the Plan. Annual Long-Term Incentive Awards During the three months ended March 31, 2019 and 2018 , the Company approved the terms and conditions of the 2019 and 2018 annual awards (the "2019 Annual Long-Term Incentive Awards" and "2018 Long-Term Incentive Awards," respectively) for certain executive officers and employees of the Company. Under the terms of the awards program, each participant is provided the opportunity to receive (i) time-based RSUs and (ii) performance-based stock units ("PSUs"). RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. RSUs will vest in one-third installments on each annual anniversary of the respective Grant Date (as referenced below), subject to the participant's continued employment with the Company through each vesting date and the participant's continued compliance with certain applicable covenants. During the service period, dividend equivalents will be paid with respect to the RSUs corresponding to the amount of any dividends paid by the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. Actual PSUs earned may range from 0% - 150% of the PSUs allocated to the award recipient, based on the Company's total shareholder return ("TSR") compared to a peer group based on companies with similar assets and revenue over a three -year performance period that commenced on the respective Grant Date (as referenced below). During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which will be settled in common shares at the same time and only to the extent that the underlying PSU is earned and settled in common shares. Payout of the PSUs is also subject to the participant’s continued employment with the Company through the end of the performance period. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three -year performance period. The following table summarizes the issuance of the 2019 Annual Long-Term Incentive Awards and 2018 Annual Long-Term Incentive Awards, respectively: 2019 Annual Long-Term Incentive Awards 2018 Annual Long-Term Incentive Awards Grant Date February 20, 2019 February 20, 2018 RSUs issued 572,163 587,000 Grant date fair value per unit $5.77 $6.10 PSUs issued 572,163 587,000 Grant date fair value per unit $4.98 $4.88 Stock Options During the three months ended March 31, 2019 , no stock options were granted from the Plan to employees, 391 stock options were exercised by employees and 6,299 stock options were canceled, forfeited or expired. As of March 31, 2019 , there were 673,051 stock options outstanding. During the three months ended March 31, 2018 , no stock options were granted from the Plan to employees, no stock options were exercised by employees and 23,296 stock options were canceled, forfeited or expired. Share Award Related Compensation Expense During the three months ended March 31, 2019 and 2018 , the Company recorded compensation expense pertaining to the awards granted under the Plan of $1.8 million and $1.7 million , respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive (loss) income. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Compensation Committee of the Board may, in its discretion, accelerate the vesting for retiring Board members. Distributions During the three months ended March 31, 2019 and 2018 , the Board declared common share/unit dividends of $0.25 per common share/unit. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. Concentration of Credit Risk Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the enclosed retail properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues. Lease Commitments As of March 31, 2019 , a total of four consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2026 to 2076. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. We incurred ground lease expense, which is included in ground rent in the accompanying consolidated statements of operations and comprehensive (loss) income, for the three months ended March 31, 2019 and 2018 of $203 and $197 , respectively, of which $5 and $13 related to straight-line rent expense, respectively. Additionally, the Company has two material office leases and one material garage lease. The termination dates of these leases range from 2023 to 2026. These leases generally require us to make fixed annual rental payments, plus our share of CAM expense and real estate taxes and insurance. We incurred lease expense, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive (loss) income, for the three months ended March 31, 2019 and 2018 of $631 and $833 , respectively. On January 1, 2019, we recorded a lease liability and corresponding ROU asset of approximately $14.4 million . The weighted average remaining lease term for our consolidated operating leases was 18.5 years and the weighted average discount rate for determining the lease liabilities was 8.67% at January 1, 2019. The discount rates utilized in calculating the lease liabilities represents our estimate of the Company's incremental borrowing rate over the terms that correspond to the leases. Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of March 31, 2019 are as follows: 2019 $ 1,523 2020 2,049 2021 2,069 2022 2,099 2023 1,427 Thereafter 21,377 Total lease payments 30,544 Less: Discount 16,507 Present value of lease liabilities $ 14,037 The weighted average remaining lease term for our consolidated operating leases was 18.6 years and the weighted average discount rate for determining the lease liabilities was 8.68% at March 31, 2019 . We had no financing leases as of March 31, 2019 . |
(Loss) Earnings Per Common Shar
(Loss) Earnings Per Common Share/Unit | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Common Share/Unit | Earnings Per Common Share/Unit WPG Inc. (Loss) Earnings Per Common Share We determine WPG Inc.'s basic (loss) earnings per common share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted (loss) earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. The following table sets forth the computation of WPG Inc.'s basic and diluted (loss) earnings per common share: For the Three Months Ended March 31, 2019 2018 (Loss) Earnings Per Common Share, Basic: Net (loss) income attributable to common shareholders - basic $ (5,175 ) $ 14,016 Weighted average shares outstanding - basic 188,082,289 187,309,744 (Loss) Earnings per common share, basic $ (0.03 ) $ 0.07 (Loss) Earnings Per Common Share, Diluted: Net (loss) income attributable to common shareholders - basic $ (5,175 ) $ 14,016 Net (loss) income attributable to limited partner unitholders (956 ) 2,601 Net (loss) income attributable to common shareholders - diluted $ (6,131 ) $ 16,617 Weighted average common shares outstanding - basic 188,082,289 187,309,744 Weighted average operating partnership units outstanding 34,731,075 34,680,058 Weighted average additional dilutive securities outstanding — 1,288,678 Weighted average common shares outstanding - diluted 222,813,364 223,278,480 (Loss) Earnings per common share, diluted $ (0.03 ) $ 0.07 For the three months ended March 31, 2019 and 2018 , additional potentially dilutive securities include contingently-issuable outstanding stock options and performance based components of annual awards. For the three months ended March 31, 2019 , the effect of 394,264 securities were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared. WPG L.P. (Loss) Earnings Per Common Unit We determine WPG L.P.'s basic (loss) earnings per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted (loss) earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible. The following table sets forth the computation of WPG L.P.'s basic and diluted (loss) earnings per common unit: For the Three Months Ended March 31, 2019 2018 (Loss) Earnings Per Common Unit, Basic & Diluted: Net (loss) income attributable to common unitholders - basic and diluted $ (6,131 ) $ 16,617 Weighted average common units outstanding - basic 222,813,364 221,989,802 Weighted average additional dilutive securities outstanding — 1,288,678 Weighted average units outstanding - diluted 222,813,364 223,278,480 (Loss) Earnings per common unit, basic & diluted $ (0.03 ) $ 0.07 For the three months ended March 31, 2019 and 2018 , additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options and WPG Inc.'s performance based components of annual awards. For the three months ended March 31, 2019 , the effect of 394,264 securities were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 8, 2019 , the Company exercised the second of three options to extend the maturity date of the $65.0 million term loan secured by Weberstown Mall, located in Stockton, California, for one year. The extended maturity date is June 8, 2020, subject to a one -year extension available at our option subject to compliance with the terms of the underlying loan agreement and payment of customary extension fees. On April 16, 2019 , an affiliate of WPG Inc. closed on a $180.0 million non-recourse mortgage note payable with a ten -year term and a fixed rate of 4.86% secured by Waterford Lakes Town Center, located in Orlando, Florida. The mortgage note payable requires monthly principal and interest payments and will mature on May 6, 2029. The net proceeds were primarily used to reduce corporate debt. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows: • Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals. • Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity. The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions. |
Use of Estimates | Use of Estimates We prepared the accompanying consolidated financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates |
Segment Disclosure | Segment Disclosure Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. |
New Accounting Pronouncements | New Accounting Pronouncements Adoption of New Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)." This new guidance, including related ASUs that were subsequently issued, was effective January 1, 2019 and required lessees to recognize a lease liability and right of use ("ROU") asset, measured as the present value of lease payments, for both operating and financing leases with a term greater than 12 months. Additionally, the new standard made targeted changes to lessor accounting. The new leases standard required a modified retrospective transition approach for all leases existing at, or entered into after, January 1, 2017, with an option to use certain transition relief which allowed an entity to account for the impact of the adoption ASU 2016-02 with a cumulative adjustment to retained earnings, if necessary, on January 1, 2019, rather than January 1, 2017, eliminating the need to restate amounts presented prior to January 1, 2019. The Company adopted the new standard on January 1, 2019 and applied the new guidance utilizing the optional transition method noted above. The Company elected to use the "package of practical expedients," which allowed the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not make any adjustments to the opening balance of retained earnings upon adoption of the new standard given the nature of the impacts and other transition practical expedients elected by the Company. Upon adoption, the Company recognized a lease liability and corresponding ROU asset of approximately $14.4 million for the four material ground leases, two material office leases, and one material garage lease with a term of more than 12 months. For leases with a term of 12 months or less, the Company made an accounting policy election by underlying asset to not recognize lease liabilities and ROU assets. Additionally, the Company excluded certain office equipment leases due to materiality. All of these leases were classified as operating leases under legacy GAAP and the current classification was carried forward under ASU 2016-02. See "Note 10 - Commitments and Contingencies" for additional details. From a lessor perspective, the new guidance remained mostly similar to legacy GAAP as the Company elected the practical expedient to not separate non-lease components from lease components. This election resulted in a change on the Company's consolidated statements of operations and comprehensive (loss) income as the Company no longer presents minimum rents, overage rents, and tenant reimbursements as separate line items because the Company now accounts for these line items as a single combined lease component, rental income, on the basis of the lease component being the predominant component of the contract. As such, non-lease components, including common-area ("CAM") revenues, are now combined with lease components and are recognized on a straight-line basis to the extent the non-lease components are fixed. Additionally, ASU 2016-02 required the Company to recognize a change, after the commencement date, in their assessment of whether the collectibility of an operating lease receivable as probable as an adjustment to rental income rather than as a provision for credit losses. This requirement resulted in a change on the Company's consolidated statements of operations and comprehensive (loss) income as the Company no longer presents provision for credit losses as a separate line item and the adjustment is now recorded as a reduction to rental income. ASU 2016-02 also introduced certain changes to the lease classification rules for lessors. Accordingly, some leases may be classified as sales-type leases in the future. This change is not expected to have a material impact on the Company's financial statements. Finally, ASU 2016-02 disallowed the capitalization of internal leasing costs and legal costs, unless said costs are incremental to obtaining the lease contract, resulting in an increase in the Company's general and administrative expenses. For the three months ended March 31, 2018 , we capitalized approximately $4.1 million of internal legal and leasing costs that would no longer qualify for capitalization under the new standard. The Company elected to use the practical expedient in transition to not re-evaluate costs that were previously capitalized. New Standards Issued But Not Yet Adopted In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurements (ASC 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurements." ASU 2018-13 eliminates certain disclosure requirements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact this ASU will have, if any, on our financial statements and related disclosures. |
Reclassifications | Reclassifications Reclassifications were made to conform prior periods to our presentation of the consolidated statements of operations and comprehensive (loss) income due to the impact of adopting ASU 2016-02. Amounts previously disclosed as minimum rent, tenant reimbursements, and overage rent during the three months ended March 31, 2018 are now included in rental income and will no longer be presented as separate line items. |
Lessor, Leases | We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes a fixed minimum rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses (also known as CAM), and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of an operating lease receivable is probable. We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842. Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the change to our consolidated January 1, 2019 balance sheet for the adoption of ASU 2016-02 was as follows: Balance at December 31, 2018 Adjustments Due to Balance at January 1, 2019 Balance Sheet Assets Deferred costs and other assets $ 169,135 $ 14,412 $ 183,547 Liabilities Accounts payable, accrued expenses, intangibles, and deferred revenues $ 253,862 $ 14,412 $ 268,274 |
Schedule of Cash and Cash Equivalents | The following is a summary of our beginning and ending cash, cash equivalents and restricted cash totals as presented in our statements of cash flows for the three months ended March 31, 2019 and 2018 : Balance at March 31, Balance at December 31, 2019 2018 2018 2017 Cash and cash equivalents $ 29,244 $ 45,871 $ 42,542 $ 52,019 Restricted cash 17,324 28,520 18,542 18,182 Total cash, cash equivalents and restricted cash $ 46,568 $ 74,391 $ 61,084 $ 70,201 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the key terms of each tranche sold during the three months ended March 31, 2019 : Tranche Sales Date Parcels Sold Purchase Price Sales Proceeds Tranche 6 January 18, 2019 8 $ 9,435 $ 9,364 Tranche 7 February 11, 2019 1 2,766 2,720 9 $ 12,201 $ 12,084 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities, at Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities, at Equity | The following table presents the combined balance sheets for the O'Connor Joint Venture I, O'Connor Joint Venture II, the Seminole Joint Venture, and an indirect 12.5% ownership interest in certain other real estate as of March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Assets: Investment properties at cost, net $ 1,949,510 $ 1,964,699 Construction in progress 22,465 21,019 Cash and cash equivalents 35,674 43,169 Tenant receivables and accrued revenue, net 30,862 31,661 Deferred costs and other assets (1) 315,157 147,481 Total assets $ 2,353,668 $ 2,208,029 Liabilities and Members’ Equity: Mortgage notes payable $ 1,290,376 $ 1,292,801 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 293,245 137,073 Total liabilities 1,583,621 1,429,874 Members’ equity 770,047 778,155 Total liabilities and members’ equity $ 2,353,668 $ 2,208,029 Our share of members’ equity, net $ 392,530 $ 396,229 Our share of members’ equity, net $ 392,530 $ 396,229 Advances and excess investment 20,179 21,557 Net investment in and advances to unconsolidated entities, at equity (3) $ 412,709 $ 417,786 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $88,181 and $91,609 as of March 31, 2019 and December 31, 2018 , respectively. Additionally, includes ROU assets of $172,733 related to ground leases for which our joint ventures are the lessees as of March 31, 2019 . (2) Includes the net book value of below market leases of $53,653 and $57,392 as of March 31, 2019 and December 31, 2018 , respectively. Additionally, includes lease liabilities of $172,733 related to ground leases for which our joint ventures are the lessees as of March 31, 2019 . (3) Includes $428,130 and $433,207 of investment in and advances to unconsolidated entities, at equity as of March 31, 2019 and December 31, 2018 , respectively, and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of March 31, 2019 and December 31, 2018 . The following table presents the combined statements of operations for the O'Connor Joint Venture I, the O'Connor Joint Venture II, the Seminole Joint Venture, and an indirect 12.5% ownership interest in certain other real estate for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Total revenues $ 66,022 $ 65,376 Operating expenses 26,829 25,343 Depreciation and amortization 25,757 23,461 Operating income 13,436 16,572 Interest expense, taxes, and other, net (13,065 ) (13,039 ) Net income of the Company's unconsolidated real estate entities $ 371 $ 3,533 (Loss) income from the Company's unconsolidated real estate entities $ (48 ) $ 1,162 |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Total mortgage indebtedness at March 31, 2019 and December 31, 2018 was as follows: March 31, December 31, Face amount of mortgage loans $ 976,134 $ 980,276 Fair value adjustments, net 5,189 5,764 Debt issuance cost, net (2,500 ) (2,771 ) Carrying value of mortgage loans $ 978,823 $ 983,269 |
Roll Forward of Mortgage Indebtedness | A roll forward of mortgage indebtedness from December 31, 2018 to March 31, 2019 is summarized as follows: Balance at December 31, 2018 $ 983,269 Debt amortization payments (4,142 ) Amortization of fair value and other adjustments (575 ) Amortization of debt issuance costs 271 Balance at March 31, 2019 $ 978,823 |
Schedule of Debt | The following table identifies our total unsecured debt outstanding at March 31, 2019 and December 31, 2018 : March 31, December 31, Notes payable: Face amount - the Exchange Notes (1) $ 250,000 $ 250,000 Face amount - Senior Notes due 2024 (2) 750,000 750,000 Debt discount, net (9,314 ) (9,680 ) Debt issuance costs, net (7,144 ) (7,623 ) Total carrying value of notes payable $ 983,542 $ 982,697 Unsecured term loans: (7) Face amount - Term Loan (3)(4) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5) 340,000 340,000 Debt issuance costs, net (4,208 ) (4,491 ) Total carrying value of unsecured term loans $ 685,792 $ 685,509 Revolving credit facility: (3)(6) Face amount $ 345,000 $ 290,000 Debt issuance costs, net (3,712 ) (3,998 ) Total carrying value of revolving credit facility $ 341,288 $ 286,002 (1) The Exchange Notes were issued at a 0.028% discount, bear interest at 3.850% per annum and mature on April 1, 2020 . (2) The Senior Notes due 2024 were issued at a 1.533% discount, bear interest at 5.950% per annum through August 14, 2019, at which time the interest rate will increase to 6.450% per annum due to the credit downgrade. The Senior Notes due 2024 mature on August 15, 2024 . The interest rate could vary in the future based upon changes to the Company's credit ratings. (3) The unsecured revolving credit facility, or "Revolver" and unsecured term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at one-month LIBOR plus 1.90% per annum and will mature on December 30, 2022 . We have interest rate swap agreements totaling $250.0 million , which effectively fix the interest rate on a portion of the Term Loan at 4.66% through April 1, 2021 . At March 31, 2019 , the applicable interest rate on the unhedged portion of the Term Loan was one-month LIBOR plus 1.90% or 4.39% . (5) The December 2015 Term Loan bears interest at one-month LIBOR plus 2.35% per annum and will mature on January 10, 2023 . We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.06% per annum through maturity. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million , bears interest at one-month LIBOR plus 1.65% , and will initially mature on December 30, 2021 , subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At March 31, 2019 , we had an aggregate available borrowing capacity of $304.8 million under the Revolver, net of $0.2 million reserved for outstanding letters of credit. At March 31, 2019 , the applicable interest rate on the Revolver was one-month LIBOR plus 1.65% or 4.14% . (7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The book value and fair value of these financial instruments and the related discount rate assumptions as of March 31, 2019 and December 31, 2018 are summarized as follows: March 31, 2019 December 31, 2018 Book value of fixed-rate mortgages (1) $911,134 $915,276 Fair value of fixed-rate mortgages $916,561 $928,129 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 4.79 % 4.57 % Book value of fixed-rate unsecured debt (1) $1,590,000 $1,590,000 Fair value of fixed-rate unsecured debt $1,546,685 $1,485,672 Weighted average discount rates assumed in calculation of fair value for fixed-rate unsecured debt 5.52 % 5.62 % (1) Excludes debt issuance costs and applicable debt discounts. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2019 and December 31, 2018 : Derivatives designated as hedging instruments: Balance Sheet March 31, 2019 December 31, 2018 Interest rate products Asset derivatives Deferred costs and other assets $ 5,392 $ 9,306 Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ 3,081 $ 1,913 |
Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss) | The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of comprehensive (loss) income for the three months ended March 31, 2019 and 2018 : Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended March 31, 2019 2018 Amount of (Loss) or Gain Recognized in OCI on Derivative Interest expense $ (4,565 ) $ 5,997 Amount of Gain Reclassified from AOCI into Income Interest expense $ (545 ) $ (780 ) The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three months ended March 31, 2019 and 2018 : Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended March 31, 2019 2018 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (36,830 ) $ (34,344 ) Amount of gain reclassified from accumulated other comprehensive income into interest expense $ (545 ) $ (780 ) |
Fair Value Measurements, Recurring and Nonrecurring | The tables below presents the Company’s net assets and liabilities measured at fair value as of March 31, 2019 and December 31, 2018 aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at March 31, 2019 Derivative instruments, net $ — $ 2,311 $ — $ 2,311 Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2018 Derivative instruments, net $ — $ 7,393 $ — $ 7,393 |
Rental Income (Tables)
Rental Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Operating Lease, Lease Income | The following table summarizes our rental income for the three months ended March 31, 2019 and 2018 : For the Three Months Ended March 31, 2019 2018 Operating lease payments, fixed $ 144,176 $ 153,978 Operating lease payments, variable 18,062 17,977 Amortization of straight-line rent, inducements, and rent abatements 1,109 760 Net amortization/accretion of above and below-market leases 2,906 3,048 Change in estimate of collectibility of rental income (2,980 ) (3,346 ) Total rental income $ 163,273 $ 172,417 |
Lessor, Operating Lease, Payments to be Received, Maturity | Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of March 31, 2019 are as follows: 2019 $ 377,282 2020 428,891 2021 352,756 2022 293,090 2023 234,351 Thereafter 707,932 $ 2,394,302 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table summarizes the issuance of the 2019 Annual Long-Term Incentive Awards and 2018 Annual Long-Term Incentive Awards, respectively: 2019 Annual Long-Term Incentive Awards 2018 Annual Long-Term Incentive Awards Grant Date February 20, 2019 February 20, 2018 RSUs issued 572,163 587,000 Grant date fair value per unit $5.77 $6.10 PSUs issued 572,163 587,000 Grant date fair value per unit $4.98 $4.88 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of March 31, 2019 are as follows: 2019 $ 1,523 2020 2,049 2021 2,069 2022 2,099 2023 1,427 Thereafter 21,377 Total lease payments 30,544 Less: Discount 16,507 Present value of lease liabilities $ 14,037 |
(Loss) Earnings Per Common Sh_2
(Loss) Earnings Per Common Share/Unit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share/Unit | The following table sets forth the computation of WPG Inc.'s basic and diluted (loss) earnings per common share: For the Three Months Ended March 31, 2019 2018 (Loss) Earnings Per Common Share, Basic: Net (loss) income attributable to common shareholders - basic $ (5,175 ) $ 14,016 Weighted average shares outstanding - basic 188,082,289 187,309,744 (Loss) Earnings per common share, basic $ (0.03 ) $ 0.07 (Loss) Earnings Per Common Share, Diluted: Net (loss) income attributable to common shareholders - basic $ (5,175 ) $ 14,016 Net (loss) income attributable to limited partner unitholders (956 ) 2,601 Net (loss) income attributable to common shareholders - diluted $ (6,131 ) $ 16,617 Weighted average common shares outstanding - basic 188,082,289 187,309,744 Weighted average operating partnership units outstanding 34,731,075 34,680,058 Weighted average additional dilutive securities outstanding — 1,288,678 Weighted average common shares outstanding - diluted 222,813,364 223,278,480 (Loss) Earnings per common share, diluted $ (0.03 ) $ 0.07 The following table sets forth the computation of WPG L.P.'s basic and diluted (loss) earnings per common unit: For the Three Months Ended March 31, 2019 2018 (Loss) Earnings Per Common Unit, Basic & Diluted: Net (loss) income attributable to common unitholders - basic and diluted $ (6,131 ) $ 16,617 Weighted average common units outstanding - basic 222,813,364 221,989,802 Weighted average additional dilutive securities outstanding — 1,288,678 Weighted average units outstanding - diluted 222,813,364 223,278,480 (Loss) Earnings per common unit, basic & diluted $ (0.03 ) $ 0.07 |
Organization (Narrative) (Detai
Organization (Narrative) (Details) ft² in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)ft²shopping_center | |
Real Estate Properties [Line Items] | |
Share based compensation expense | $ 1.9 |
General and Administrative Expense | |
Real Estate Properties [Line Items] | |
Share based compensation expense | $ 0.1 |
Shopping Centers | |
Real Estate Properties [Line Items] | |
Number of real estate properties | shopping_center | 108 |
Area of real estate property | ft² | 58 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Narrative) (Details) - shopping_center | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Real Estate Properties [Line Items] | |||
Minimum threshold ownership interest for properties included in financial statement | 100.00% | ||
Wholly Owned Properties | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 91 | ||
Partially Owned Properties | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 4 | ||
Corporate Joint Venture | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 13 | ||
Shopping Centers | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 108 | ||
Washington Prime Inc | Washington Prime Group, L.P. | |||
Real Estate Properties [Line Items] | |||
Ownership interest | 84.40% | 84.40% | |
Washington Prime Inc | Weighted Average | Washington Prime Group, L.P. | |||
Real Estate Properties [Line Items] | |||
Ownership interest | 84.40% | 84.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segmentlease | Jan. 01, 2019USD ($) | Mar. 31, 2018USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Operating lease liability | $ 14,037 | $ 14,400 | |
Right-of-Use asset | $ 14,400 | ||
Number of ground leases | lease | 4 | ||
Number of properties subject to office leases | lease | 2 | ||
Number of garage leases | lease | 1 | ||
Capped internal costs | $ 4,100 | ||
Accounting Standards Update 2016-02 | Reclassifications | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Termination income reclassification | $ 1,800 | ||
Provision of credit losses reclassification | $ 3,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Changes to Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred costs and other assets | $ 171,422 | $ 183,547 | $ 169,135 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | $ 216,172 | 268,274 | $ 253,862 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred costs and other assets | 14,412 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenues | $ 14,412 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 29,244 | $ 42,542 | $ 45,871 | $ 52,019 |
Restricted cash | 17,324 | 18,542 | 28,520 | 18,182 |
Total cash, cash equivalents and restricted cash | $ 46,568 | $ 61,084 | $ 74,391 | $ 70,201 |
Investment in Real Estate (2019
Investment in Real Estate (2019 Disposition) (Details) - Restaurant Outparcels $ in Thousands | Feb. 11, 2019USD ($)outparcel | Jan. 18, 2019USD ($)outparcel | Jan. 12, 2018USD ($)outparcel | Mar. 31, 2019USD ($)outparcel |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Parcels Sold | outparcel | 1 | 8 | 10 | 9 |
Purchase Price | $ 2,766 | $ 9,435 | $ 13,700 | $ 12,201 |
Sales Proceeds | $ 2,720 | $ 9,364 | $ 13,500 | $ 12,084 |
Investment in Real Estate (Narr
Investment in Real Estate (Narrative) (Details) $ in Thousands | Feb. 11, 2019USD ($)outparcel | Jan. 18, 2019USD ($)outparcel | Jan. 12, 2018USD ($)outparcel | Mar. 31, 2019USD ($)outparcel | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on disposition of interests in properties, net | $ 9,990 | $ 8,181 | ||||
Gain on disposition of interests in properties, net | $ 8,200 | |||||
Four Corners | Subsequent Event | Scenario, Forecast | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sales price of real estate | $ 25,300 | |||||
Restaurant Outparcels | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sales price of real estate | $ 2,766 | $ 9,435 | $ 13,700 | $ 12,201 | ||
Number of restaurants sold | outparcel | 1 | 8 | 10 | 9 | ||
Proceeds from sale of real estate | $ 2,720 | $ 9,364 | $ 13,500 | $ 12,084 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities, at Equity (Narrative) (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019USD ($)ft²property | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Other income | $ | $ 2.7 | $ 2.3 | |
O'Connor Joint Venture II | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 51.00% | ||
Number of real estate properties | property | 7 | ||
The Seminole Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 45.00% | ||
Effective financial interest | 0.00% | ||
The Seminole Joint Venture | Seminole Town Center | |||
Schedule of Equity Method Investments [Line Items] | |||
Area of real estate property | ft² | 1,100,000 | ||
O'Connor Joint Venture I and O'Connor Joint Venture II | |||
Schedule of Equity Method Investments [Line Items] | |||
Advances to affiliate | $ | $ 3.3 | $ 5.3 | |
O'Connor Mall Partners LP | O'Connor Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 51.00% | ||
Number of real estate properties | property | 5 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities, at Equity (Combined Balance Sheets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Liabilities and Members’ Equity: | |||
Our share of members’ equity, net | $ 428,130 | $ 433,207 | |
Acquired in-place leases and acquired above-market leases | 88,181 | 91,609 | |
Right-of-Use asset | $ 14,400 | ||
Below market leases, net book value | 53,653 | 57,392 | |
Operating lease liability | 14,037 | $ 14,400 | |
Cash distributions and losses in unconsolidated entities, at equity | $ 15,421 | $ 15,421 | |
Certain Real Estate | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 12.50% | 12.50% | |
O'Connor Joint Venture I, O'Connor Joint Venture II, the Seminole Joint Venture and Other | |||
Assets: | |||
Investment properties at cost, net | $ 1,949,510 | $ 1,964,699 | |
Construction in progress | 22,465 | 21,019 | |
Cash and cash equivalents | 35,674 | 43,169 | |
Tenant receivables and accrued revenue, net | 30,862 | 31,661 | |
Deferred costs and other assets | 315,157 | 147,481 | |
Total assets | 2,353,668 | 2,208,029 | |
Liabilities and Members’ Equity: | |||
Mortgage notes payable | 1,290,376 | 1,292,801 | |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 293,245 | 137,073 | |
Total liabilities | 1,583,621 | 1,429,874 | |
Members’ equity | 770,047 | 778,155 | |
Total liabilities and members’ equity | 2,353,668 | 2,208,029 | |
Our share of members’ equity, net | 392,530 | 396,229 | |
Advances and excess investment | 20,179 | 21,557 | |
Net investment in and advances to unconsolidated entities, at equity | 412,709 | 417,786 | |
Right-of-Use asset | 172,733 | ||
Operating lease liability | 172,733 | ||
Unconsolidated Entities | |||
Liabilities and Members’ Equity: | |||
Our share of members’ equity, net | $ 428,130 | $ 433,207 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities, at Equity (Combined Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Total revenues | $ 66,022 | $ 65,376 | |
Operating expenses | 26,829 | 25,343 | |
Depreciation and amortization | 25,757 | 23,461 | |
Operating income | 13,436 | 16,572 | |
Interest expense, taxes, and other, net | (13,065) | (13,039) | |
Net income from the Company's unconsolidated real estate entities | 371 | 3,533 | |
Our share of loss from the Company's unconsolidated real estate entities | $ (48) | $ 1,162 | |
Certain Real Estate | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 12.50% | 12.50% |
Indebtedness (Mortgage Indebted
Indebtedness (Mortgage Indebtedness) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total | $ 978,823 | $ 983,269 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Face amount of mortgage loans | 976,134 | 980,276 |
Fair value adjustments, net | 5,189 | 5,764 |
Debt issuance cost, net | (2,500) | (2,771) |
Total | $ 978,823 | $ 983,269 |
Indebtedness (Roll Forward of M
Indebtedness (Roll Forward of Mortgage Indebtedness) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Balance at December 31, 2018 | $ 983,269 |
Balance at March 31, 2019 | 978,823 |
Mortgages | |
Debt Instrument [Line Items] | |
Balance at December 31, 2018 | 983,269 |
Debt amortization payments | (4,142) |
Amortization of fair value and other adjustments | (575) |
Amortization of debt issuance costs | 271 |
Balance at March 31, 2019 | $ 978,823 |
Indebtedness (Mortgage Debt and
Indebtedness (Mortgage Debt and Unsecured Debt - Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2019extension | Sep. 27, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Number of extension options | 2 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Number of extension options | 2 | |
Period of extension option | 6 months | |
Basis spread rate | 0.40% | |
Town Center at Aurora | ||
Debt Instrument [Line Items] | ||
Face amount | $ | $ 52,000,000 | |
Period of extension option | 1 year | |
Stated interest rate | 4.76% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.45% | |
December 2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.55% | |
Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.50% | |
Unsecured term loans | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.45% | |
LIBOR | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 1.65% | |
LIBOR | Unsecured term loans | Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 1.90% | |
LIBOR | Unsecured term loans | December 2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 2.35% |
Indebtedness (Unsecured Debt Ou
Indebtedness (Unsecured Debt Outstanding) (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($)extension | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||
Total | $ 978,823,000 | $ 983,269,000 |
Number of extension options | extension | 2 | |
Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.50% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.45% | |
December 2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 0.55% | |
Notes payable | ||
Debt Instrument [Line Items] | ||
Debt discount, net | $ (9,314,000) | (9,680,000) |
Debt issuance costs, net | (7,144,000) | (7,623,000) |
Total | 983,542,000 | 982,697,000 |
Notes payable | Exchange Notes | ||
Debt Instrument [Line Items] | ||
Face amount | $ 250,000,000 | 250,000,000 |
Discount rate | 0.028% | |
Stated interest rate | 3.85% | |
Notes payable | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Face amount | $ 750,000,000 | 750,000,000 |
Discount rate | 1.533% | |
Unsecured term loans | ||
Debt Instrument [Line Items] | ||
Debt issuance costs, net | $ (4,208,000) | (4,491,000) |
Total | $ 685,792,000 | 685,509,000 |
Unsecured term loans | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.45% | |
Unsecured term loans | Term Loan | ||
Debt Instrument [Line Items] | ||
Face amount | $ 350,000,000 | 350,000,000 |
Notional amount | $ 250,000,000 | |
Derivative, Fixed Interest Rate | 4.66% | |
Interest rate effective percentage | 4.39% | |
Unsecured term loans | Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 1.90% | |
Unsecured term loans | December 2015 Term Loan | ||
Debt Instrument [Line Items] | ||
Face amount | $ 340,000,000 | 340,000,000 |
Notional amount | $ 340,000,000 | |
Derivative, Fixed Interest Rate | 4.06% | |
Unsecured term loans | December 2015 Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 2.35% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Face amount | $ 345,000,000 | 290,000,000 |
Debt issuance costs, net | (3,712,000) | (3,998,000) |
Total | $ 341,288,000 | $ 286,002,000 |
Basis spread rate | 0.40% | |
Interest rate effective percentage | 4.14% | |
Line of credit, maximum borrowing capacity | $ 650,000,000 | |
Number of extension options | extension | 2 | |
Period of extension option | 6 months | |
Remaining borrowing capacity | $ 304,800,000 | |
Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread rate | 1.65% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Remaining borrowing capacity | $ 200,000 | |
Through August 14, 2019 | Notes payable | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 5.95% | |
After August 14, 2019 | Notes payable | Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 6.45% |
Indebtedness (Covenants and Gai
Indebtedness (Covenants and Gain on Extinguishment - Narrative) (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019USD ($)propertypoolloanquarter | Dec. 31, 2018USD ($) | Nov. 19, 2018USD ($) | Apr. 11, 2018USD ($) | |
Mortgage Loan Secured by Rushmore Mall | ||||
Debt Instrument [Line Items] | ||||
Debt default amount | $ 49,800 | |||
Mortgage Loan Secured by Towne West Square | ||||
Debt Instrument [Line Items] | ||||
Debt default amount | $ 45,200 | |||
Mortgages | ||||
Debt Instrument [Line Items] | ||||
Mortgage notes payable | $ 976,134 | $ 980,276 | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Number of non-recourse loans | loan | 21 | |||
Number of full recourse loans | loan | 2 | |||
Number of mortgage pools | property | 26 | |||
Pool of cross-defaulted and cross-collateralized mortgages | pool | 1 | |||
Number of properties encumbered | property | 4 | |||
Minimum quarters for cash benchmark | quarter | 2 |
Indebtedness (Book Value and Fa
Indebtedness (Book Value and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Book value of debt | $ 978,823 | $ 983,269 |
Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Book value of debt | 911,134 | 915,276 |
Fair value of debt | $ 916,561 | $ 928,129 |
Fixed Rate Mortgages | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 4.79% | 4.57% |
Fixed Rate Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Book value of debt | $ 1,590,000 | $ 1,590,000 |
Fair value of debt | $ 1,546,685 | $ 1,485,672 |
Fixed Rate Unsecured Debt | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 5.52% | 5.62% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | Mar. 29, 2019USD ($)derivative | Mar. 31, 2019USD ($)derivative | Dec. 31, 2018USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cash flow hedge to be reclassified within 12 months | $ (1,500) | ||
Amount of gain or (loss) reclassified from AOCI into Income | 5,392 | $ 9,306 | |
Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivatives entered into | derivative | 1 | ||
Term of derivative | 2 years | ||
Notional amount | $ 52,000 | $ 642,000 | |
Number of derivatives held | derivative | 11 | ||
Designated as Hedging Instruments | Accounts payable, accrued expenses, intangibles, and deferred revenue | Interest rate products | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Liability derivatives | $ 3,081 | $ 1,913 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Fair Value of Derivative Financial Instruments) (Details) - Interest rate products - Designated as Hedging Instruments - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred costs and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 5,392 | $ 9,306 |
Accounts payable, accrued expenses, intangibles, and deferred revenue | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 3,081 | $ 1,913 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Effect of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain Reclassified from AOCI into Income | $ 5,392 | $ 9,306 | |
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | (36,830) | $ (34,344) | |
Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | (36,830) | (34,344) | |
Interest rate products | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of (Loss) or Gain Recognized in OCI on Derivative | (4,565) | 5,997 | |
Interest rate products | Interest expense | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain Reclassified from AOCI into Income | $ (545) | $ (780) |
Derivative Financial Instrume_6
Derivative Financial Instruments (Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Derivative instruments, net | $ 2,311,000 | $ 7,393,000 |
Quoted Prices in Active Markets for Identical Liabilities (Level 1) | ||
Derivative [Line Items] | ||
Derivative instruments, net | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Derivative [Line Items] | ||
Derivative instruments, net | 2,311,000 | 7,393,000 |
Significant Unobservable Inputs (Level 3) | ||
Derivative [Line Items] | ||
Derivative instruments, net | $ 0 | $ 0 |
Rental Income (Operating Lease,
Rental Income (Operating Lease, Lease Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases [Abstract] | ||
Operating lease payments, fixed | $ 144,176 | $ 153,978 |
Operating lease payments, variable | 18,062 | 17,977 |
Amortization of straight-line rent, inducements, and rent abatements | 1,109 | 760 |
Net amortization/accretion of above and below-market leases | 2,906 | 3,048 |
Change in estimate of collectibility of rental income | (2,980) | (3,346) |
Total rental income | $ 163,273 | $ 172,417 |
Rental Income (Lessor, Operatin
Rental Income (Lessor, Operating Lease, Payments to be Received, Maturity) (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 377,282 |
2020 | 428,891 |
2021 | 352,756 |
2022 | 293,090 |
2023 | 234,351 |
Thereafter | 707,932 |
Operating lease payments to be received | $ 2,394,302 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | May 28, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock for possible future issuance (in shares) | 34,755,660 | ||
Dividends declared (usd per share/unit) | $ 0.25 | $ 0.25 | |
General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share based compensation expense | $ 1.8 | $ 1.7 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 0 | 0 | |
Exercises in period (in shares) | 391 | 0 | |
Canceled, forfeited or expired (in shares) | 6,299 | 23,296 | |
Outstanding number (in shares) | 673,051 | ||
Washington Prime Group, L.P. 2014 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 10,000,000 | ||
Maximum number of grants per participant (in shares) | 500,000 | ||
2018 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contingent rights (in shares) | 1 | ||
2018 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2018 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2018 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2018 Annual Long-Term Incentive Awards | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2018 Annual Long-Term Incentive Awards | Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of awards earned based on goals | 0.00% | ||
2018 Annual Long-Term Incentive Awards | Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of awards earned based on goals | 150.00% | ||
2019 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
2019 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2019 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2019 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2019 Annual Long-Term Incentive Awards | Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of awards earned based on goals | 0.00% | ||
2019 Annual Long-Term Incentive Awards | Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Range of awards earned based on goals | 150.00% | ||
2016 Annual Long-term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2016 Annual Long-term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% | ||
2016 Annual Long-term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting rights | 33.33% |
Equity (Summary of Annual Long-
Equity (Summary of Annual Long-term Incentive Awards) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Restricted Stock Units (RSUs) | 2019 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 572,163,000 | |
Grant date fair value per unit (usd per unit) | $ 5.77 | |
Restricted Stock Units (RSUs) | 2018 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 587,000,000 | |
Grant date fair value per unit (usd per unit) | $ 6.10 | |
Performance Shares | 2019 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 572,163,000 | |
Grant date fair value per unit (usd per unit) | $ 4.98 | |
Performance Shares | 2018 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 587,000,000 | |
Grant date fair value per unit (usd per unit) | $ 4.88 |
Commitments and Contingencies_2
Commitments and Contingencies (Concentration Risk) (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Customer Concentration Risk | Sales Revenue, Net | |
Concentration Risk [Line Items] | |
Concentration risk | 5.00% |
Commitments and Contingencies_3
Commitments and Contingencies (Lease Commitments) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)lease | Mar. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Number of ground leases | lease | 4 | ||
Ground rent | $ 203 | $ 197 | |
Number of properties subject to office leases | lease | 2 | ||
Number of garage leases | lease | 1 | ||
Operating lease liability | $ 14,037 | $ 14,400 | |
Weighted average remaining lease term | 18 years 7 months 6 days | 18 years 6 months | |
Weighted average discount rate | 8.68% | 8.67% | |
General and Administrative Expense | |||
Lessee, Lease, Description [Line Items] | |||
Ground rent | $ 631 | 833 | |
Ground Leases | |||
Lessee, Lease, Description [Line Items] | |||
Ground rent | $ 5 | $ 13 |
Commitments and Contingencies_4
Commitments and Contingencies (Lessee, Operating Lease, Liability, Maturity) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 1,523 | |
2020 | 2,049 | |
2021 | 2,069 | |
2022 | 2,099 | |
2023 | 1,427 | |
Thereafter | 21,377 | |
Total lease payments | 30,544 | |
Less: Discount | 16,507 | |
Present value of lease liabilities | $ 14,037 | $ 14,400 |
(Loss) Earnings Per Common Sh_3
(Loss) Earnings Per Common Share/Unit (Basic and Diluted Earnings Per Share Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
(Loss) Earnings Per Common Share, Basic: | ||
Net (loss) income attributable to common shareholders - basic | $ (5,175) | $ 14,016 |
Weighted average common shares outstanding - basic (shares) | 188,082,289 | 187,309,744 |
Earnings (loss) per common share, basic (usd per share) | $ (0.03) | $ 0.07 |
(Loss) Earnings Per Common Share, Diluted: | ||
Net (loss) income attributable to common shareholders - basic | $ (5,175) | $ 14,016 |
Net (loss) income attributable to limited partner unitholders | (956) | 2,601 |
Net (loss) income attributable to common shareholders - diluted | $ (6,131) | $ 16,617 |
Weighted average common shares outstanding - basic (shares) | 188,082,289 | 187,309,744 |
Weighted average operating partnership units outstanding (shares) | 34,731,075 | 34,680,058 |
Weighted average additional dilutive securities outstanding (shares) | 0 | 1,288,678 |
Weighted average common shares outstanding - diluted (shares) | 222,813,364 | 223,278,480 |
Earnings per common share, diluted (in dollars per share) | $ (0.03) | $ 0.07 |
(Loss) Earnings Per Common Sh_4
(Loss) Earnings Per Common Share/Unit (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Stock Options and Performance Based Awards | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded (shares) | 394,264 |
(Loss) Earnings Per Common Sh_5
(Loss) Earnings Per Common Share/Unit (Earnings Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
(Loss) Earnings Per Common Unit, Basic & Diluted: | ||
Net (loss) income attributable to common shareholders - basic | $ (5,175) | $ 14,016 |
Weighted average common shares outstanding - diluted (shares) | 222,813,364 | 223,278,480 |
Earnings (loss) per common unit, basic & diluted (usd per unit) | $ (0.03) | $ 0.07 |
Washington Prime Group, L.P. | ||
(Loss) Earnings Per Common Unit, Basic & Diluted: | ||
Net (loss) income attributable to common shareholders - basic | $ (6,131) | $ 16,617 |
Weighted average common units outstanding - basic (shares) | 222,813,364 | 221,989,802 |
Weighted average additional dilutive securities outstanding (shares) | 0 | 1,288,678 |
Weighted average common shares outstanding - diluted (shares) | 222,813,364 | 223,278,480 |
Earnings (loss) per common unit, basic & diluted (usd per unit) | $ (0.03) | $ 0.07 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 16, 2019 | Apr. 08, 2019USD ($)extension | Mar. 31, 2019extension | Apr. 24, 2019USD ($) |
Subsequent Event [Line Items] | ||||
Number of extension options | extension | 2 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of extension options | extension | 3 | |||
Face amount | $ | $ 180,000,000 | |||
Debt instrument term | 10 years | |||
Stated interest rate | 4.86% | |||
Weberstown Mall | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Face amount | $ | $ 65,000,000 | |||
Period of extension option | 1 year |
Uncategorized Items - wpg-20190
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,474,000 |
Washington Prime Group, L.P. [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,474,000 |
Washington Prime Group, L.P. [Member] | Partners' Equity [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,474,000 |
Washington Prime Group, L.P. [Member] | Partners' Equity [Member] | General Partner [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,085,000 |
Washington Prime Group, L.P. [Member] | Partners' Equity [Member] | Limited Partner [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 389,000 |
Washington Prime Group, L.P. [Member] | Partners' Equity [Member] | General Partner Common Equity [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,085,000 |
Washington Prime Group, L.P. [Member] | Noncontrolling Interests [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 584,000 |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,085,000 |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (389,000) |
Noncontrolling Interest [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 389,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,890,000 |