Cover page
Cover page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36252 | |
Entity Registrant Name | WASHINGTON PRIME GROUP INC. | |
Entity Incorporation, State or Country Code | IN | |
Entity Tax Identification Number | 46-4323686 | |
Entity Address, Address Line One | 180 East Broad Street | |
Entity Address, City or Town | Columbus | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43215 | |
City Area Code | 614 | |
Local Phone Number | 621-9000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 187,434,835 | |
Entity Central Index Key | 0001594686 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Washington Prime Group, L.P. | ||
Document Information [Line Items] | ||
Entity File Number | 333-205859 | |
Entity Registrant Name | Washington Prime Group, L.P. | |
Entity Incorporation, State or Country Code | IN | |
Entity Tax Identification Number | 46-4674640 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 0 | |
Entity Central Index Key | 0001610911 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, $0.0001 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | WPG | |
Security Exchange Name | NYSE | |
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share | |
Trading Symbol | WPGPRH | |
Security Exchange Name | NYSE | |
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share | |
Trading Symbol | WPGPRI | |
Security Exchange Name | NYSE |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
ASSETS: | ||
Investment properties at cost | $ 5,955,603 | $ 5,902,406 |
Less: accumulated depreciation | 2,499,937 | 2,397,736 |
Investment properties, net | 3,455,666 | 3,504,670 |
Cash and cash equivalents | 95,328 | 41,421 |
Tenant receivables and accrued revenue, net | 119,472 | 82,762 |
Investment in and advances to unconsolidated entities, at equity | 411,923 | 417,092 |
Deferred costs and other assets | 135,182 | 205,034 |
Total assets | 4,217,571 | 4,250,979 |
LIABILITIES: | ||
Mortgage notes payable | 1,104,800 | 1,115,608 |
Notes payable | 709,785 | 957,566 |
Term loans | 683,475 | 686,642 |
Revolving credit facility | 641,874 | 204,145 |
Other indebtedness | 86,062 | 97,601 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 257,252 | 260,904 |
Distributions payable | 3,323 | 3,252 |
Cash distributions and losses in unconsolidated entities, at equity | 15,421 | |
Total liabilities | 3,486,571 | 3,341,139 |
Redeemable noncontrolling interests | 3,265 | 3,265 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 187,434,835 and 186,884,276 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 19 | 19 |
Capital in excess of par value | 1,260,677 | 1,254,771 |
Accumulated deficit | (801,722) | (655,492) |
Accumulated other comprehensive loss | (14,885) | (5,525) |
Total stockholders' equity | 646,665 | 796,349 |
Noncontrolling interests | 81,070 | 110,226 |
Total equity | 727,735 | 906,575 |
Total liabilities, redeemable noncontrolling interests and equity | 4,217,571 | 4,250,979 |
EQUITY: | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,217,571 | 4,250,979 |
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Stockholders' Equity: | ||
Preferred stock | 104,251 | 104,251 |
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Stockholders' Equity: | ||
Preferred stock | 98,325 | 98,325 |
Washington Prime Group, L.P. | ||
ASSETS: | ||
Investment properties at cost | 5,955,603 | 5,902,406 |
Less: accumulated depreciation | 2,499,937 | 2,397,736 |
Investment properties, net | 3,455,666 | 3,504,670 |
Cash and cash equivalents | 95,328 | 41,421 |
Tenant receivables and accrued revenue, net | 119,472 | 82,762 |
Investment in and advances to unconsolidated entities, at equity | 411,923 | 417,092 |
Deferred costs and other assets | 135,182 | 205,034 |
Total assets | 4,217,571 | 4,250,979 |
LIABILITIES: | ||
Mortgage notes payable | 1,104,800 | 1,115,608 |
Notes payable | 709,785 | 957,566 |
Term loans | 683,475 | 686,642 |
Revolving credit facility | 641,874 | 204,145 |
Other indebtedness | 86,062 | 97,601 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 257,252 | 260,904 |
Distributions payable | 3,323 | 3,252 |
Cash distributions and losses in unconsolidated entities, at equity | 0 | 15,421 |
Total liabilities | 3,486,571 | 3,341,139 |
Redeemable noncontrolling interests | 3,265 | 3,265 |
Stockholders' Equity: | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,217,571 | 4,250,979 |
EQUITY: | ||
General partner | 646,665 | 796,349 |
Limited partners, 34,479,892 and 34,682,956 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 80,088 | 109,193 |
Total partners' equity | 726,753 | 905,542 |
Noncontrolling interests | 982 | 1,033 |
Total equity | 727,735 | 906,575 |
Total liabilities, redeemable noncontrolling interests and equity | 4,217,571 | 4,250,979 |
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 | $ 444,089 | $ 593,773 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 187,434,835 | 186,884,276 |
Common stock, shares, outstanding (in shares) | 187,434,835 | 186,884,276 |
Washington Prime Group, L.P. | ||
Limited Partners, common equity, shares issued (in shares) | 34,479,892 | 34,682,956 |
Limited Partners, common equity, shares outstanding (in shares) | 34,479,892 | 34,682,956 |
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) | 187,434,835 | 186,884,276 |
General Partner, preferred equity, shares outstanding (in shares) | 187,434,835 | 186,884,276 |
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 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUE: | ||||
Rental income | $ 120,138 | $ 154,611 | $ 363,421 | $ 474,114 |
Other income | 3,544 | 6,593 | 11,625 | 17,347 |
Total revenues | 123,682 | 161,204 | 375,046 | 491,461 |
EXPENSES: | ||||
Property operating | 36,067 | 39,007 | 101,456 | 114,868 |
Depreciation and amortization | 58,063 | 70,948 | 173,147 | 209,142 |
Real estate taxes | 19,611 | 19,014 | 58,300 | 61,006 |
Advertising and promotion | 1,811 | 2,323 | 4,915 | 6,241 |
General and administrative | 11,107 | 12,210 | 34,721 | 39,459 |
Ground rent | 243 | 215 | 574 | 613 |
Impairment loss | 1,067 | 28,936 | 26,186 | 28,936 |
Total operating expenses | 127,969 | 172,653 | 399,299 | 460,265 |
Interest expense, net | (39,725) | (38,833) | (115,805) | (114,806) |
Impairment on note receivable | 0 | 0 | (11,237) | 0 |
Gain on disposition of interests in properties, net | 1,620 | 9,825 | 28,812 | 26,056 |
Gain on extinguishment of debt, net | 0 | 38,913 | 0 | 38,913 |
Income and other taxes | (154) | 120 | (130) | (465) |
Loss from unconsolidated entities, net | (5,515) | (241) | (11,301) | (2,002) |
NET LOSS | (48,061) | (1,665) | (133,914) | (21,108) |
Net loss attributable to noncontrolling interests | (7,832) | (752) | (22,026) | (4,774) |
NET LOSS ATTRIBUTABLE TO THE COMPANY | (40,229) | (913) | (111,888) | (16,334) |
Less: Preferred share dividends | (3,508) | (3,508) | (10,524) | (10,524) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (43,737) | $ (4,421) | $ (122,412) | $ (26,858) |
LOSS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||||
Limited partners | $ (7,892) | $ (812) | $ (22,206) | $ (4,954) |
COMPREHENSIVE LOSS: | ||||
Net loss | (48,061) | (1,665) | (133,914) | (21,108) |
Unrealized income (loss) on interest rate derivative instruments, net | 3,451 | (2,263) | (11,075) | (16,858) |
Comprehensive loss | (44,610) | (3,928) | (144,989) | (37,966) |
Comprehensive loss attributable to noncontrolling interests | (7,305) | (1,099) | (23,741) | (7,384) |
Comprehensive loss attributable to common shareholders | (37,305) | (2,829) | (121,248) | (30,582) |
Washington Prime Group, L.P. | ||||
REVENUE: | ||||
Rental income | 120,138 | 154,611 | 363,421 | 474,114 |
Other income | 3,544 | 6,593 | 11,625 | 17,347 |
Total revenues | 123,682 | 161,204 | 375,046 | 491,461 |
EXPENSES: | ||||
Property operating | 36,067 | 39,007 | 101,456 | 114,868 |
Depreciation and amortization | 58,063 | 70,948 | 173,147 | 209,142 |
Real estate taxes | 19,611 | 19,014 | 58,300 | 61,006 |
Advertising and promotion | 1,811 | 2,323 | 4,915 | 6,241 |
General and administrative | 11,107 | 12,210 | 34,721 | 39,459 |
Ground rent | 243 | 215 | 574 | 613 |
Impairment loss | 1,067 | 28,936 | 26,186 | 28,936 |
Total operating expenses | 127,969 | 172,653 | 399,299 | 460,265 |
Interest expense, net | (39,725) | (38,833) | (115,805) | (114,806) |
Impairment on note receivable | 0 | 0 | (11,237) | 0 |
Gain on disposition of interests in properties, net | 1,620 | 9,825 | 28,812 | 26,056 |
Gain on extinguishment of debt, net | 0 | 38,913 | 0 | 38,913 |
Income and other taxes | (154) | 120 | (130) | (465) |
Loss from unconsolidated entities, net | (5,515) | (241) | (11,301) | (2,002) |
NET LOSS | (48,061) | (1,665) | (133,914) | (21,108) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (51,629) | $ (5,233) | $ (144,618) | $ (31,812) |
LOSS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
NET LOSS ATTRIBUTABLE TO UNITHOLDERS | $ (48,061) | $ (1,665) | $ (133,914) | $ (21,108) |
Less: Preferred unit distributions | (3,568) | (3,568) | (10,704) | (10,704) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS | (51,629) | (5,233) | (144,618) | (31,812) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||||
General partner | (43,737) | (4,421) | (122,412) | (26,858) |
Limited partners | (7,892) | (812) | (22,206) | (4,954) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS | (51,629) | (5,233) | (144,618) | (31,812) |
COMPREHENSIVE LOSS: | ||||
Net loss | (48,061) | (1,665) | (133,914) | (21,108) |
Unrealized income (loss) on interest rate derivative instruments, net | 3,451 | (2,263) | (11,075) | (16,858) |
Comprehensive loss | $ (44,610) | $ (3,928) | $ (144,989) | $ (37,966) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (133,914) | $ (21,108) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 171,508 | 209,945 |
Gain on extinguishment of debt, net | 0 | (38,913) |
Impairment on note receivable | 11,237 | 0 |
Gain on disposition of interests in properties and outparcels, net | (28,812) | (26,056) |
Impairment loss | 26,186 | 28,936 |
Change in estimate of collectibility of rental income | 52,448 | 5,884 |
Loss from unconsolidated entities, net | 11,301 | 2,002 |
Distributions of income from unconsolidated entities | 1,261 | 1,812 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | (85,714) | 5,996 |
Deferred costs and other assets | (5,437) | (6,524) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | 1,304 | (24,059) |
Net cash provided by operating activities | 21,368 | 137,915 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (139,094) | (119,646) |
Net proceeds from disposition of interests in properties and outparcels | 20,051 | 33,237 |
Investments in unconsolidated entities | (9,834) | (13,837) |
Distributions of capital from unconsolidated entities | 2,409 | 21,730 |
Net cash used in investing activities | (126,468) | (78,516) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (51) | (66) |
Redemption of limited partner units | (543) | (143) |
Net proceeds from issuance of common shares, including common stock plans | 0 | 1 |
Distributions on common and preferred shares/units | (38,764) | (178,148) |
Proceeds from issuance of debt, net of transaction costs | 492,732 | 503,442 |
Repayments of debt | (290,744) | (372,008) |
Other financing activities | (1,932) | (150) |
Net cash provided by (used in) financing activities | 160,698 | (47,072) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 55,598 | 12,327 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 75,475 | 61,084 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 131,073 | 73,411 |
Washington Prime Group, L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | (133,914) | (21,108) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 171,508 | 209,945 |
Gain on extinguishment of debt, net | 0 | (38,913) |
Impairment on note receivable | 11,237 | 0 |
Gain on disposition of interests in properties and outparcels, net | (28,812) | (26,056) |
Impairment loss | 26,186 | 28,936 |
Change in estimate of collectibility of rental income | 52,448 | 5,884 |
Loss from unconsolidated entities, net | 11,301 | 2,002 |
Distributions of income from unconsolidated entities | 1,261 | 1,812 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | (85,714) | 5,996 |
Deferred costs and other assets | (5,437) | (6,524) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | 1,304 | (24,059) |
Net cash provided by operating activities | 21,368 | 137,915 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (139,094) | (119,646) |
Net proceeds from disposition of interests in properties and outparcels | 20,051 | 33,237 |
Investments in unconsolidated entities | (9,834) | (13,837) |
Distributions of capital from unconsolidated entities | 2,409 | 21,730 |
Net cash used in investing activities | (126,468) | (78,516) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (51) | (66) |
Redemption of limited partner units | (543) | (143) |
Net proceeds from issuance of common units, including equity-based compensation plans | 0 | 1 |
Distributions to unitholders | (38,764) | (178,148) |
Proceeds from issuance of debt, net of transaction costs | 492,732 | 503,442 |
Repayments of debt | (290,744) | (372,008) |
Other financing activities | (1,932) | (150) |
Net cash provided by (used in) financing activities | 160,698 | (47,072) |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 55,598 | 12,327 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 75,475 | 61,084 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 131,073 | $ 73,411 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements 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 (Loss) | Non- Controlling Interests | Redeemable Non-Controlling Interests |
Beginning balance at Dec. 31, 2018 | $ 1,148,271 | $ 999,710 | $ 104,251 | $ 98,325 | $ 19 | $ 1,247,639 | $ (456,924) | $ 6,400 | $ 148,561 | $ 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other | (23) | (23) | (23) | |||||||
Redemption of limited partner units | (143) | (143) | ||||||||
Exercise of stock options | 1 | 1 | 1 | |||||||
Equity-based compensation | 5,922 | 5,885 | 5,885 | 37 | ||||||
Adjustments to noncontrolling interests | (350) | (350) | 350 | |||||||
Distributions on common shares/units | (167,635) | (141,522) | (141,522) | (26,113) | ||||||
Distributions declared on preferred shares | (10,524) | (10,524) | (10,524) | |||||||
Other comprehensive income (loss) | (16,858) | (14,248) | (14,248) | (2,610) | ||||||
Net loss, excluding of distributions to preferred unitholders | (21,288) | (16,334) | (16,334) | (4,954) | ||||||
Ending balance at Sep. 30, 2019 | 937,723 | 822,595 | 104,251 | 98,325 | 19 | 1,253,152 | (625,304) | (7,848) | 115,128 | 3,265 |
Beginning balance at Jun. 30, 2019 | 999,161 | 874,371 | 104,251 | 98,325 | 19 | 1,251,319 | (573,611) | (5,932) | 124,790 | 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other | (9) | (9) | (9) | |||||||
Redemption of limited partner units | (124) | (124) | ||||||||
Equity-based compensation | 2,142 | 2,142 | 2,142 | 0 | ||||||
Adjustments to noncontrolling interests | (300) | (300) | 300 | |||||||
Distributions on common shares/units | (55,951) | (47,272) | (47,272) | (8,679) | ||||||
Distributions declared on preferred shares | (3,508) | (3,508) | (3,508) | |||||||
Other comprehensive income (loss) | (2,263) | (1,916) | (1,916) | (347) | ||||||
Net loss, excluding of distributions to preferred unitholders | (1,725) | (913) | (913) | (812) | ||||||
Ending balance at Sep. 30, 2019 | 937,723 | 822,595 | 104,251 | 98,325 | 19 | 1,253,152 | (625,304) | (7,848) | 115,128 | 3,265 |
Beginning balance at Dec. 31, 2019 | 906,575 | 796,349 | 104,251 | 98,325 | 19 | 1,254,771 | (655,492) | (5,525) | 110,226 | 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other | (27) | (27) | (27) | |||||||
Redemption of limited partner units | (543) | (543) | ||||||||
Equity-based compensation | 5,605 | 5,605 | 5,605 | |||||||
Adjustments to noncontrolling interests | 328 | 328 | (328) | |||||||
Distributions on common shares/units | (28,182) | (23,818) | (23,818) | (4,364) | ||||||
Distributions declared on preferred shares | (10,524) | (10,524) | (10,524) | |||||||
Other comprehensive income (loss) | (11,075) | (9,360) | (9,360) | (1,715) | ||||||
Net loss, excluding of distributions to preferred unitholders | (134,094) | (111,888) | (111,888) | (22,206) | ||||||
Ending balance at Sep. 30, 2020 | 727,735 | 646,665 | 104,251 | 98,325 | 19 | 1,260,677 | (801,722) | (14,885) | 81,070 | 3,265 |
Beginning balance at Jun. 30, 2020 | 774,081 | 685,931 | 104,251 | 98,325 | 19 | 1,259,130 | (757,985) | (17,809) | 88,150 | 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Other | (9) | (9) | (9) | |||||||
Equity-based compensation | 1,841 | 1,841 | 1,841 | |||||||
Adjustments to noncontrolling interests | (285) | (285) | 285 | |||||||
Distributions declared on preferred shares | (3,508) | (3,508) | (3,508) | |||||||
Other comprehensive income (loss) | 3,451 | 2,924 | 2,924 | 527 | ||||||
Net loss, excluding of distributions to preferred unitholders | (48,121) | (40,229) | (40,229) | (7,892) | ||||||
Ending balance at Sep. 30, 2020 | $ 727,735 | $ 646,665 | $ 104,251 | $ 98,325 | $ 19 | $ 1,260,677 | $ (801,722) | $ (14,885) | $ 81,070 | $ 3,265 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distrubtions per common share (usd per share) | $ 0.25 | $ 0.125 | $ 0.75 | |
Distributions to preferred unitholders | $ 60 | $ 60 | $ 180 | $ 180 |
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 PreferredPartners' Equity | Washington Prime Group, L.P.General Partner CommonPartners' Equity | Washington Prime Group, L.P.Limited PartnersPartners' Equity |
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] | |||||||||
Redemption of limited partner units | $ (143) | (143) | (143) | (143) | |||||
Other | (23) | (23) | (23) | (23) | |||||
Exercise of stock options | 1 | 1 | 1 | 1 | 1 | ||||
Equity-based compensation | 5,922 | 5,922 | 5,885 | 5,885 | 37 | ||||
Adjustments to limited partners' interests | (350) | (350) | 350 | ||||||
Distributions on common units | (167,635) | (167,573) | (62) | (141,522) | (141,522) | (26,051) | |||
Distributions declared on preferred units | (10,524) | (10,524) | (180) | (10,524) | (10,524) | ||||
Other comprehensive income (loss) | (16,858) | (16,858) | (16,858) | (14,248) | (14,248) | (2,610) | |||
Net income (loss) | (21,288) | (21,288) | (21,288) | 180 | (16,334) | 10,524 | (26,858) | (4,954) | |
Ending balance at Sep. 30, 2019 | 937,723 | 936,717 | 1,006 | 3,265 | 822,595 | 202,576 | 620,019 | 114,122 | |
Beginning balance at Jun. 30, 2019 | 999,161 | 998,155 | 1,006 | 3,265 | 874,371 | 202,576 | 671,795 | 123,784 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Redemption of limited partner units | (124) | (124) | (124) | (124) | |||||
Other | (9) | (9) | (9) | (9) | |||||
Equity-based compensation | 2,142 | 2,142 | 2,142 | 2,142 | |||||
Adjustments to limited partners' interests | (300) | (300) | 300 | ||||||
Distributions on common units | (55,951) | (55,951) | (47,272) | (47,272) | (8,679) | ||||
Distributions declared on preferred units | (3,508) | (3,508) | (60) | (3,508) | (3,508) | ||||
Other comprehensive income (loss) | (2,263) | (2,263) | (2,263) | (1,916) | (1,916) | (347) | |||
Net income (loss) | (1,725) | (1,725) | (1,725) | 60 | (913) | 3,508 | (4,421) | (812) | |
Ending balance at Sep. 30, 2019 | 937,723 | 936,717 | 1,006 | 3,265 | 822,595 | 202,576 | 620,019 | 114,122 | |
Beginning balance at Dec. 31, 2019 | 906,575 | 905,542 | 1,033 | 3,265 | 796,349 | 202,576 | 593,773 | 109,193 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Redemption of limited partner units | (543) | (543) | (543) | (543) | |||||
Other | (27) | (27) | (27) | (27) | |||||
Equity-based compensation | 5,605 | 5,605 | 5,605 | 5,605 | |||||
Adjustments to limited partners' interests | 328 | 328 | (328) | ||||||
Distributions on common units | (28,182) | (28,131) | (51) | (23,818) | (23,818) | (4,313) | |||
Distributions declared on preferred units | (10,524) | (10,524) | (180) | (10,524) | (10,524) | ||||
Other comprehensive income (loss) | (11,075) | (11,075) | (11,075) | (9,360) | (9,360) | (1,715) | |||
Net income (loss) | (134,094) | (134,094) | (134,094) | 180 | (111,888) | 10,524 | (122,412) | (22,206) | |
Ending balance at Sep. 30, 2020 | 727,735 | 726,753 | 982 | 3,265 | 646,665 | 202,576 | 444,089 | 80,088 | |
Beginning balance at Jun. 30, 2020 | 774,081 | 773,099 | 982 | 3,265 | 685,931 | 202,576 | 483,355 | 87,168 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Other | (9) | (9) | (9) | (9) | |||||
Equity-based compensation | 1,841 | 1,841 | 1,841 | 1,841 | |||||
Adjustments to limited partners' interests | (285) | (285) | 285 | ||||||
Distributions declared on preferred units | (3,508) | (3,508) | (60) | (3,508) | (3,508) | ||||
Other comprehensive income (loss) | 3,451 | 3,451 | 3,451 | 2,924 | 2,924 | 527 | |||
Net income (loss) | $ (48,121) | (48,121) | (48,121) | 60 | (40,229) | 3,508 | (43,737) | (7,892) | |
Ending balance at Sep. 30, 2020 | $ 727,735 | $ 726,753 | $ 982 | $ 3,265 | $ 646,665 | $ 202,576 | $ 444,089 | $ 80,088 |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statement of Equity - LP (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Partners' Capital [Abstract] | |||
Distribution on common units (usd per unit) | $ 0.25 | $ 0.125 | $ 0.75 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
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, exclusive of net capital gains, 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 September 30, 2020, our assets consisted of material interests in 101 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 53 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, rent payments pursuant to the terms of providing 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 During the nine months ended September 30, 2020, and in response to the COVID-19 pandemic (as discussed in Note 2 - "Basis of Presentation and Principles of Consolidation"), the Company recorded aggregate severance costs of $0.1 million related to workforce reductions, which costs are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss for the period then ended. On February 5, 2019, the Company's then 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 these 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 for the nine months ended September 30, 2019. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019 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 and the fiscal impact of the COVID-19 pandemic, the results for the interim period ended September 30, 2020 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 financial statements and related notes included in the combined 2019 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the "2019 Form 10-K"). COVID-19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. While certain of our shopping centers were impacted by jurisdictional closures or capacity limitations during the second quarter of 2020, all of our shopping centers were open a s of September 30, 2020. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which has had a material adverse impact on the Company's revenues, results of operations and cash flows for the year ending December 31, 2020. The situation continues to evolve as certain geographic regions across the United States are experiencing a surge in new cases, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases as well as reduced foot traffic. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the timing of possible additional closure requirements or the subsequent lifting of any said restrictions. As described in Note 8 - "Rental Income," we derive almost all of our income from rental payments and other tenant charges. Our revenues and cash flow have been adversely affected since the start of the pandemic as a significant number of our tenants have been unable to meet their obligations to us. Additionally, certain of our tenants have sought the protection of the bankruptcy laws as a result of the outbreak of COVID-19, resulting in the modification or termination of certain leases, causing a further reduction in our revenues and cash flow. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, all of which could be triggered in the event of one or more tenant bankruptcies and resulting lease terminations. While the full outcome of the COVID-19 pandemic is unknown, it has and continues to negatively impact the revenues and business of our tenants. Many of our tenants have requested some form of rent relief, and relief provided thus far has reduced our fiscal year 2020 revenues by $22.7 million due to rent abatements, while additional relief in the form of rent deferrals to future periods has impacted our fiscal year 2020 operating cash flows. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of $47.2 million, including the write-off of accrued (straight-line) rent, for the fiscal year 2020. A further worsening of the financial condition of our tenants may impact our continual assessment of future collectibility of rents, which could cause us to write-off additional straight-line rent that has not yet been billed. We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of our centers earlier this year as well as the cessation or reduction of the operations of certain of our tenants, which has resulted in a reduction in our revenues, due to the impaired financial stability of our tenants, and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing for such properties may be impaired as well as our ability to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic. As of September 30, 2020, our evaluation of impairment considered our estimate of cash flow declines caused by the COVID-19 pandemic, but our other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results. See Note 4 - "Investment in Real Estate" for discussion of impairment charges recognized as of September 30, 2020. We continuously project our cash flow sources and needs. In accordance with Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (November 6, 2020). Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations due on or before November 6, 2021 in considering whether it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-Q. Our ability to meet our obligations as they come due may be impacted by our ability to remain compliant with financial covenants in our unsecured debt arrangements or to obtain additional waivers or amendments that impact the related covenants. During the third quarter of 2020, we executed amendments to our Facility and December 2015 Term Loan (as defined in Note 6 - "Indebtedness") that provide certain covenant relief through the third quarter of 2021. The Company was in compliance with all applicable covenants as of the end of the most recently completed fiscal quarter ended that September 30, 2020. Additionally, the Company is actively working on measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful. When considering the amended financial covenant requirements and the positive impact from the potential deleveraging measures described above, the Company projects, based upon internal estimates, that it will remain in compliance with these revised financial covenants along with other unsecured debt covenants through at least November 6, 2021. However, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants. Additionally, there can be no assurances of the terms or conditions that any such deleveraging transaction would include or that the Company will be able to consummate such transaction on a timely basis, or at all. 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, without the consent of any other unaffiliated partner or owner, to refinance debt or sell the property 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 nine months ended September 30, 2020 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 nine months ended September 30, 2020, 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 historically committed to or intends to fund the venture. As of September 30, 2020, our assets consisted of material interests in 101 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 85 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 12 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 attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.7% and 84.4% for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 and December 31, 2019, WPG Inc.'s ownership interest in WPG L.P. was 84.7% and 84.5%, 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842. In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis. The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. 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 nine months ended September 30, 2020 and 2019: Balance at September 30, Balance at December 31, 2020 2019 2019 2018 Cash and cash equivalents $ 95,328 $ 36,003 $ 41,421 $ 42,542 Restricted cash 35,745 37,408 34,054 18,542 Total cash, cash equivalents and restricted cash $ 131,073 $ 73,411 $ 75,475 $ 61,084 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 September 30, 2020 and December 31, 2019. |
Investment in Real Estate
Investment in Real Estate | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Investment in Real Estate | Investment in Real Estate 2020 Dispositions On March 13, 2020, Seminole Towne Center, located in Sanford, Florida, was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement. This property was held in an unconsolidated joint venture and all operational involvement between us and the related property ceased in connection with this transition (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for additional details). On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor for a purchase price of $13.6 million. The net proceeds of $13.4 million was used to fund ongoing redevelopment efforts and general corporate purposes. On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor for a purchase price of $1.1 million. The net proceeds of $0.4 million was used for general corporate purposes. We are party to two separate purchase and sale agreements to sell certain outparcels to FCPT Acquisitions, LLC ("Four Corners"). The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020: Sales Date Parcels Sold Purchase Price Sales Proceeds February 13, 2020 2 $ 1,961 $ 1,945 September 17, 2020 1 2,072 2,063 3 $ 4,033 $ 4,008 Excluding any subsequent amendments thereto, the Company has approximately $2.5 million of remaining outparcels from the first purchase and sale agreement and approximately $26.9 million from the second purchase and sale agreement to close, subject to due diligence and closing conditions. Additionally, during the nine months ended September 30, 2020, the Company sold certain undeveloped land parcels and developed outparcels for an aggregate purchase price of approximately $2.4 million, receiving net proceeds of approximately $2.2 million. The net proceeds from the disposition activities were generally used to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2020 disposition activities, the Company recorded net gains of $1.6 million and $28.8 million for the three and nine months ended September 30, 2020, which are included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss. 2019 Dispositions The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and nine months ended September 30, 2019: Sales Date Parcels Sold Purchase Price Sales Proceeds January 18, 2019 8 $ 9,435 $ 9,364 February 11, 2019 1 2,766 2,720 April 3, 2019 1 2,048 2,016 June 28, 2019 3 3,050 3,031 August 1, 2019 1 1,210 1,199 August 29, 2019 1 3,397 3,394 September 16, 2019 1 3,205 3,118 September 27, 2019 2 4,412 4,377 18 $ 29,523 $ 29,219 The net proceeds were used to fund ongoing redevelopment efforts and for general corporate purposes. Additionally, during the nine months ended September 30, 2019, the Company sold certain undeveloped land parcels for an aggregate purchase price of $4.4 million, receiving net proceeds of $4.0 million. In connection with the 2019 disposition activities, the Company recorded gains of $9.8 million and $26.1 million for the three and nine months ended September 30, 2019, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss. On July 1, 2019, Towne West Square, located in Wichita, Kansas, was transitioned to the lender (see Note 6 - "Indebtedness" for further discussion). Impairment During the quarter ended September 30, 2020, we recorded an additional impairment charge of approximately $1.1 million related to a single tenant outparcel located in Topeka, Kansas (the "Topeka Property"). The impairment charge was attributed to a change in facts and circumstances when we decided to hold the asset for a shorter period, which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an agreed-upon purchase price with a potential buyer (Level 1 input). During the quarter ended June 30, 2020, we recorded an impairment charge of approximately $23.8 million related to two enclosed retail properties based on the total estimated fair value of $12.6 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate range of 18.8% to 19.3% and a terminal capitalization rate range of 16.8% to 17.3%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). During the quarter ended March 31, 2020, we recorded an impairment charge of approximately $1.3 million related to vacant land at Georgesville Square, located in Columbus, Ohio and the Topeka Property. The impairment charges in both instances were due to changes in facts and circumstances when we decided to hold the assets for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. In the case of the vacant land at Georgesville Square, which was sold during the second quarter of 2020, the fair value was based on the sales price (Level 1 input). In the case of the the Topeka Property, the fair value was based on general market conditions (Level 3 inputs). During the quarter ended September 30, 2019, we recorded an impairment charge of approximately $28.9 million related to two enclosed retail properties and one open air property, which was sold in 2020, based on the total estimated fair value of $21.0 million and the related carrying value. In the case of the two enclosed retail properties, the impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). In the case of the open air property, the impairment charge was due to the change in facts and circumstances when we decided to hold the asset for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement (Level 1 input). |
Investment in Unconsolidated En
Investment in Unconsolidated Entities, at Equity | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and September 30, 2019 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, legal, construction, and development responsibilities for the O'Connor Joint Venture I. On December 20, 2019, the O'Connor Joint Venture I closed on the extension of the mortgage loan secured by The Mall at Johnson City. The extension was effective May 6, 2020 and extended the maturity of the mortgage loan to May 6, 2023, with two additional one-year extension options available to the joint venture. The extension required a $5.0 million principal prepayment on May 6, 2020, in addition to funding certain reserve accounts of $10.0 million for future redevelopment and property improvements. On June 11, 2020, and in response to the COVID-19 pandemic, the O'Connor Joint Venture I executed a standstill agreement with the lender that extended the effective date of the extension to December 2020, at which time the O'Connor Joint Venture I may extend the maturity of the mortgage loan pursuant to the terms and payment requirements noted above (see additional details within the forbearance table below). On October 30, 2020, the O'Connor Joint Venture I notified the lender of its intent to fund the payment requirements and extend the maturity of the mortgage loan. • 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, legal, construction, and development responsibilities for the O'Connor Joint Venture II. • The Seminole Joint Venture This investment consisted of a 45% legal interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional retail property. The Company had no effective financial interest in this property due to preferences. On March 13, 2020, the property held through this venture was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement and all involvement between us and the related property ceased in connection with this transition. We recorded a gain of $15.4 million related to our cash distributions and losses in the Seminole Joint Venture, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss. Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provides management, leasing, legal, construction and development services for a fee to the joint ventures as noted above. We recorded fee income of $2.1 million and $5.5 million for the three and nine months ended September 30, 2020, respectively, and $3.2 million and $8.7 million for the three and nine months ended September 30, 2019, respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive loss. Advances to the joint ventures totaled $0.9 million and $0.5 million as of September 30, 2020 and December 31, 2019, 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 statements of operations for our joint ventures for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Total revenues $ 49,210 $ 66,173 $ 156,774 $ 195,812 Operating expenses 24,469 27,597 72,237 81,419 Depreciation and amortization 22,465 26,451 68,770 77,787 Operating income 2,276 12,125 15,767 36,606 Gain (loss) on sale of interests in properties — — 2,039 (1,289) Gain on extinguishment of debt — — 15,605 — Interest expense, taxes, and other, net (12,296) (13,249) (36,865) (39,232) Net loss of the Company's unconsolidated real estate entities $ (10,020) $ (1,124) $ (3,454) $ (3,915) Our share of loss from the Company's unconsolidated real estate entities $ (5,515) $ (241) $ (11,301) $ (2,002) The following table presents the combined balance sheets of our joint ventures as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Assets: Investment properties at cost, net $ 1,842,677 $ 1,905,336 Construction in progress 42,855 38,280 Cash and cash equivalents 37,049 43,137 Tenant receivables and accrued revenue, net 48,286 31,238 Deferred costs and other assets (1) 287,139 301,133 Total assets $ 2,258,006 $ 2,319,124 Liabilities and Members’ Equity: Mortgage notes payable $ 1,224,041 $ 1,282,307 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 290,290 297,163 Total liabilities 1,514,331 1,579,470 Members’ equity 743,675 739,654 Total liabilities and members’ equity $ 2,258,006 $ 2,319,124 Our share of members’ equity, net $ 391,275 $ 384,332 Our share of members’ equity, net $ 391,275 $ 384,332 Advances and excess investment 20,648 17,339 Net investment in and advances to unconsolidated entities, at equity (3) $ 411,923 $ 401,671 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $70,163 and $79,457 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively. (2) Includes the net book value of below market leases of $37,586 and $45,757 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively. (3) Includes $411,923 and $417,092 of investment in and advances to unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively. In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 1,2 Arbor Hills $ 23,892 4.27 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Arboretum, The $ 59,400 4.13 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Classen Curve & The Triangle at Classen Curve $ 52,779 3.90 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Gateway Centers $ 112,500 4.03 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Mall at Johnson City, The $ 47,689 6.76 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Nichols Hills Plaza $ 12,517 2.65 % Interest and principal Interest and principal 3 months ended July 2020 Due at maturity (Jan. 1, 2023) Polaris Fashion Place $ 239,107 3.94 % Interest and principal Interest 3 months ended July 2020 5 months commenced August 2020 Town Center Crossing $ 32,296 4.25 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Town Center Plaza $ 65,345 5.00 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Scottsdale Quarter (Blocks K & M) $ 55,000 4.36 % Interest only Interest 3 months ended July 2020 Commenced August 2020 with payments made from excess property cash flow until repaid in full 1 Maturity dates noted include any applicable extension options available to the borrower. 2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020 . |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows: September 30, December 31, Face amount of mortgage loans $ 1,107,498 $ 1,117,242 Fair value adjustments, net 1,998 3,463 Debt issuance cost, net (4,696) (5,097) Carrying value of mortgage loans $ 1,104,800 $ 1,115,608 A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows: Balance at December 31, 2019 $ 1,115,608 Debt amortization payments (9,744) Issuance costs incurred upon debt modifications (599) Amortization of fair value and other adjustments (1,465) Amortization of debt issuance costs 1,000 Balance at September 30, 2020 $ 1,104,800 In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate 1 Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 2 Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza $ 117,000 3.67 % Interest only Interest 6 months ending October 2020 6 months commencing November 2020 Southgate Mall $ 35,000 4.48 % Interest only Interest 3 months ended July 2020 Due at maturity (Sept. 27, 2023) Town Center at Aurora $ 51,000 4.92 % Interest and principal Interest and principal 6 months ending October 2020 Commencing November 2020 with payments made from excess property cash flow until repaid in full Westminster Mall $ 75,674 4.65 % Interest and principal Interest and principal 3 months ended August 2020, paid from escrows Not applicable Canyon View Marketplace $ 5,046 5.47 % Interest and principal Interest and principal 3 months ended July 2020 6 months commenced August 2020 Grand Central Mall $ 38,378 6.05 % Interest and principal Interest and principal 3 months ended August 2020 12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021) Lincolnwood Town Center $ 47,252 8.26 % Interest and principal Interest and principal 6 months ending October 2020 12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021) 1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020. 2 Maturity dates noted include any applicable extension options available to the borrower. In addition, the Company is in various stages of discussions relating to additional forbearance agreements for other mortgage obligations, and in certain instances have satisfied the terms of the applicable forbearance agreements, in full, subsequent to September 30, 2020. Certain other mortgage notes payable may be in formal default (see "Covenants" for further details) or placed into special servicing during the forbearance negotiation and repayment periods. In connection with the forbearance agreement executed on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, the maturity date of the mortgage note payable was extended one year to July 6, 2021. On April 3, 2020, the Company exercised the third of three options to extend the maturity 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, 2021. On February 14, 2020, the Company exercised the second of two options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado, for one year. The extended maturity is April 1, 2021. Additionally, as part of the aforementioned forbearance agreement, the Company was granted an additional one year extension option, which would extend the maturity to April 1, 2022. The extension option is subject to continued compliance with the terms of the mortgage agreement. Corporate Debt On August 13, 2020, the Company entered into amendments to our Facility (as defined below), December 2015 Term Loan (as defined below), and the $65.0 million term loan secured by Weberstown Mall. The amendments, totaling $1.4 billion of consolidated indebtedness, provide certain covenant relief through the third quarter of 2021 in exchange for partial collateralization of certain unencumbered consolidated properties, which can be released starting in the third quarter of 2021 if certain financial conditions are met. The partial collateralization has resulted in temporary security of approximately $1.0 billion of debt that was previously unsecured. The stated interest rates, depending on total leverage levels, ranges from LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50%. Prior to the amendments, the stated interest rates, depending on total leverage levels, ranged from LIBOR plus 1.80% to 2.35%, with no LIBOR floor. The amendments were accounted for as debt modifications, and the Company capitalized approximately $7.8 million of issuance costs, which are being amortized to interest expense over the respective remaining debt term. On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly payments that we owe under the leases totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes. On February 28, 2020, the Company redeemed the Exchange Notes in advance of the April 1, 2020 maturity date. The repayment was funded utilizing borrowings on the Revolver. The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019: September 30, December 31, Notes payable: Face amount - the Exchange Notes (1) $ — $ 250,000 Face amount - Senior Notes due 2024 (2) 720,900 720,900 Debt discount, net (6,728) (7,864) Debt issuance costs, net (4,387) (5,470) Total carrying value of notes payable $ 709,785 $ 957,566 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 (6,525) (3,358) Total carrying value of term loans $ 683,475 $ 686,642 Revolving credit facility: (3)(6) Face amount $ 647,000 $ 207,000 Debt issuance costs, net (5,126) (2,855) Total carrying value of revolving credit facility $ 641,874 $ 204,145 Other indebtedness: (8) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,522) (1,561) Future accretion, net (21,701) (10,123) Total carrying value of other indebtedness $ 86,062 $ 97,601 (1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024. (3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% 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 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%. (5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% 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 4.66% per annum through maturity. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, 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 September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels. (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. (8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period. Covenants Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2020, management believes the Company is in compliance with all applicable covenants of its corporate debt. The total balance of mortgages was approximately $1.1 billion as of September 30, 2020. At September 30, 2020, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 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 May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. The borrower has initiated short-term forbearance discussions with the special servicer regarding this non-recourse loan in an effort to cure the default. The Company continues to manage and lease the property. No further default notice has been issued by the special servicer to the borrower regarding this obligation. On May 22, 2020, we received a notice of default letter, dated May 21, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. On September 14, 2020, the borrower executed a forbearance agreement, effective May 1, 2020, which deferred required debt service payments from May 2020 through October 2020. The Company continues to manage and lease the property. On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property. On November 5, 2019, we received a letter dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. An affiliate of the Company still holds title to the property. In addition and in response to the COVID-19 pandemic, separate borrowers, each a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $17.2 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina, and the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrowers continue to have discussions with the special servicers of each non-recourse loan and are considering various options. At September 30, 2020, 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 September 30, 2020. Gain on Extinguishment of Debt, Net During the three and nine months September 30, 2019, the Company recognized a net gain of $38.9 million related to the retirement of $29.1 million of Senior Notes due 2024 and the $45.2 million mortgage debt cancellation and ownership transfer of Towne West Square, which is included in gain on extinguishment of debt, net in the consolidated statements of operations and comprehensive loss for the periods then ended. 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 corporate debt (including variable-rate corporate debt swapped to fixed-rate and our other indebtedness, as discussed above) 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 Level 1 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 2 inputs. The book value and fair value of these financial instruments and the related discount rate assumptions as of September 30, 2020 and December 31, 2019 are summarized as follows: September 30, 2020 December 31, 2019 Book value of fixed-rate mortgages (1) $1,042,498 $1,052,242 Fair value of fixed-rate mortgages $1,067,980 $1,062,205 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.76 % 4.24 % Book value of fixed-rate corporate debt (1) $1,420,185 $1,670,185 Fair value of fixed-rate corporate debt $1,143,252 $1,687,847 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt 10.29 % 6.07 % (1) Excludes debt issuance costs and applicable debt discounts. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
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 or loss ("AOCI" or "AOCL") during the term of the hedged debt transaction. Amounts reported in AOCL relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCL are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $10.8 million will be reclassified as an increase to interest expense. As of September 30, 2020, the Company had 11 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a current notional value of $640.5 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 September 30, 2020 and December 31, 2019: Derivatives designated as hedging instruments: Balance Sheet September 30, 2020 December 31, 2019 Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ 17,637 $ 6,592 There were no asset derivative instruments at September 30, 2020 and December 31, 2019. The liability derivative instruments were reported at their fair value of $17,637 and $6,592 at September 30, 2020 and December 31, 2019, 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 AOCL 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 for the three and nine months ended September 30, 2020 and 2019: Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Amount of Gain or (Loss) Recognized in OCL on Derivative Interest expense $ 179 $ (2,099) $ (17,790) $ (15,619) Amount of Loss or (Gain) Reclassified from AOCL into Income Interest expense $ 3,272 $ (164) $ 6,715 $ (1,239) The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019: Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (39,725) $ (38,833) $ (115,805) $ (114,806) Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense $ 3,272 $ (164) $ 6,715 $ (1,239) Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations. The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement. As of September 30, 2020, 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 $17,637. As of September 30, 2020, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions as of September 30, 2020. If the Company had breached any of these provisions at September 30, 2020, it would have been required to settle its obligation under these agreements at their termination value of $17,637. Fair Value Considerations Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy. To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, 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 September 30, 2020 and December 31, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at September 30, 2020 Derivative instruments, net $ — $ (17,637) $ — $ (17,637) Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2019 Derivative instruments, net $ — $ (6,592) $ — $ (6,592) |
Rental Income
Rental Income | 9 Months Ended |
Sep. 30, 2020 | |
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 included in common area maintenance, or 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 operating lease payments 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 (CAM) 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 and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease payments, fixed $ 111,367 $ 135,046 $ 368,238 $ 417,395 Operating lease payments, variable 27,244 19,220 59,245 53,679 Amortization of straight-line rent, inducements, and rent abatements 1,514 1,227 (19,263) 3,499 Net amortization/accretion of above and below-market leases 4,831 975 7,649 5,425 Change in estimate of collectibility of rental income (24,818) (1,857) (52,448) (5,884) Total rental income $ 120,138 $ 154,611 $ 363,421 $ 474,114 Included in the amounts presented for the three and nine months ended September 30, 2020 are rent abatements of $0.7 million and $22.7 million, respectively and a change in our estimate of collectibility of rental income of $24.8 million and $47.2 million, respectively, including the write-off of accrued (straight-line) rent, in response to the COVID-19 pandemic. 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 September 30, 2020 are as follows: 2020 (October - December) $ 116,849 2021 412,506 2022 347,653 2023 286,976 2024 226,519 Thereafter 691,078 $ 2,081,581 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | Equity Reverse Share Split On August 6, 2020, the Board authorized a one-for-nine reverse share split of WPG Inc.’s common shares and WPG L.P. operating units, subject to common shareholder approval. If the reverse share split is approved by the Company's common shareholders and implemented by the Board, all outstanding equity awards under the Company's equity plans would be adjusted by the conversion ratio relating to the reverse share split. Upon shareholder approval and as a result of the reverse share split, each nine shares of the Company's issued and outstanding common shares/units will be automatically combined and converted into one issued and outstanding common share/unit. WPG Inc. plans to hold a virtual special meeting of common shareholders of WPG Inc. to vote on the recommendation on Thursday, December 17, 2020 (the "Meeting"). The implementation of the reverse share split is intended to increase the per share trading price of WPG Inc.’s common shares in order to satisfy the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the New York Stock Exchange and cure the noncompliance notification received by WPG Inc. on April 28, 2020. The Company's proxy solicitation relating to this meeting has commenced. 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 September 30, 2020, WPG Inc. had reserved 34,479,892 shares of common stock for possible issuance upon the exchange of units held by WPG L.P. 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 WPG Inc. Board of Directors (the "Board") adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan"), which permitted 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 were reserved for issuance, with a maximum number of awards to be granted to a participant in any calendar year of 500,000 shares/units. On May 16, 2019, the common shareholders of WPG Inc. approved the Washington Prime Group, L.P. 2019 Stock Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan with respect to the issuance of new awards. The Board and its Compensation Committee (the "Committee") previously approved and adopted the 2019 Plan, subject to WPG Inc. common shareholder approval, during the Board and Committee's regular meetings in February 2019. An aggregate of 7,290,000 shares of common stock are reserved for issuance, excluding carryover shares from the 2014 Plan. 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 2019 Plan terminates on May 16, 2029. The following is a summary by type of the awards that the Company issued during the nine months ended September 30, 2020 and September 30, 2019 under the 2014 Plan and 2019 Plan. Annual Long-Term Incentive Awards During the nine months ended September 30, 2020 and 2019, the Company approved the terms and conditions of the 2020 and 2019 annual awards (the "2020 Annual Long-Term Incentive Awards" and "2019 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 in cash accruals or under some circumstances, common shares, with respect to the RSUs corresponding to the amount of any cash 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 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively: 2020 Annual Long-Term Incentive Awards 2019 Annual Long-Term Incentive Awards Grant Date February 25, 2020 February 20, 2019 RSUs issued 1,373,422 572,163 Grant date fair value per unit $2.41 $5.77 PSUs issued 1,373,422 572,163 Grant date fair value per unit $1.74 $4.98 During the nine months ended September 30, 2020, the performance period related to PSUs awarded in conjunction with the 2017 annual awards ended. There was no payout as the Company's TSR rank did not exceed the minimum required threshold for payout and 262,787 PSUs were forfeited. WPG Restricted Stock Units During the nine months ended September 30, 2020 and 2019, the Company awarded 1,231,188 RSUs, with a grant date fair value of $0.8 million, and 331,792 RSUs, with a grant-date fair value of $1.5 million, respectively, to certain employees and non-employee members of the Board. The RSUs are service-based awards and the related fair value is expensed over the applicable service periods, except in instances that result in accelerated vesting due to severance arrangements or retirement of Board members. Stock Options During the nine months ended September 30, 2020, no stock options were granted to employees, no stock options were exercised by employees and 31,434 stock options were canceled, forfeited or expired. As of September 30, 2020, there were 569,855 stock options outstanding. During the nine months ended September 30, 2019, no stock options were granted to employees, 391 stock options were exercised by employees and 66,053 stock options were canceled, forfeited or expired. Other Compensation Arrangements On August 2, 2019, in connection with the execution of an employment agreement, the Committee granted Mr. Louis G. Conforti, the Company's Chief Executive Officer and Director, a retention award of 500,000 RSUs, with a grant date fair value of $1.8 million, and 500,000 PSUs, at target with a grant date fair value of $1.2 million, for his continued service through August 2, 2024. RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. 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 RSUs, which themselves will accrue dividend equivalents, and will be paid out if and when the underlying RSU vests. The RSUs will vest in one-third installments on August 2, 2022, 2023, and 2024, subject to Mr. Conforti's continued employment through such applicable date. Compensation expense is recognized on a straight-line basis over the five year vesting term. Actual PSUs earned may range from 0%-200% of the PSUs awarded based on the Company's annualized TSR over a three year performance period that commenced on August 2, 2019, provided Mr. Conforti's continued employment through the vesting date. 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 themselves will accrue dividend equivalents, and will be earned when and if the underlying PSU vests. Earned PSUs, if any, vest in one-third installments on August 2, 2022, 2023, and 2024. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the five year term on a graded-vesting basis based on the applicable vesting period of the PSUs. Share Award Related Compensation Expense During the three and nine months ended September 30, 2020, the Company recorded compensation expense pertaining to the awards granted of $1.8 million and $5.6 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2019, the Company recorded compensation expense pertaining to the awards granted of $2.1 million and $5.9 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Committee may, in its discretion, accelerate the vesting for retiring Board members. Distributions For the three months ended September 30, 2020, no common share/unit dividends were declared by the Board as common share/unit dividends were temporarily suspended in April 2020 in response to the COVID-19 pandemic. For the nine months ended September 30, 2020, the Board declared common share/unit dividends of $0.125. During the three and nine months ended September 30, 2019, the Board declared common share/unit dividends of $0.25 and $0.75 per common share/unit, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, 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. For the three and nine months ended September 30, 2020, we incurred ground lease expense of $243 and $574, respectively, of which $5 and $15, respectively, related to straight-line rent expense, which is included in ground rent in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred ground lease expense of $215 and $613, respectively, of which $5 and $15, respectively, related to straight-line rent expense. 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. For the three and nine months ended September 30, 2020, we incurred lease expense of $637 and $1,898, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred lease expense of $681 and $1,975, respectively. Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of September 30, 2020 are as follows: 2020 (October - December) $ 513 2021 2,069 2022 2,099 2023 1,427 2024 999 Thereafter 20,378 Total lease payments 27,485 Less: Discount 15,824 Present value of lease liabilities $ 11,661 The weighted average remaining lease term for our consolidated operating leases was 20.1 years and the weighted average discount rate for determining the lease liabilities was 8.8% at September 30, 2020. 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. We had no financing leases as of September 30, 2020. |
Loss Per Common Share_Unit
Loss Per Common Share/Unit | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share/Unit | Loss Per Common Share/Unit WPG Inc. Loss Per Common Share We determine WPG Inc.'s basic loss per common share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted loss per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. The following table sets forth the computation of WPG Inc.'s basic and diluted loss per common share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Loss Per Common Share, Basic: Net loss attributable to common shareholders - basic $ (43,737) $ (4,421) $ (122,412) $ (26,858) Weighted average shares outstanding - basic 191,190,438 188,603,382 190,294,891 188,392,694 Loss per common share, basic $ (0.23) $ (0.02) $ (0.64) $ (0.14) Loss Per Common Share, Diluted: Net loss attributable to common shareholders - basic $ (43,737) $ (4,421) $ (122,412) $ (26,858) Net loss attributable to limited partner unitholders (7,892) (812) (22,206) (4,954) Net loss attributable to common shareholders - diluted $ (51,629) $ (5,233) $ (144,618) $ (31,812) Weighted average common shares outstanding - basic 191,190,438 188,603,382 190,294,891 188,392,694 Weighted average operating partnership units outstanding 34,479,892 34,735,136 34,519,629 34,739,598 Weighted average common shares outstanding - diluted 225,670,330 223,338,518 224,814,520 223,132,292 Loss per common share, diluted $ (0.23) $ (0.02) $ (0.64) $ (0.14) For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable outstanding stock options, restricted stock units, and performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared. WPG L.P. Loss Per Common Unit We determine WPG L.P.'s basic loss 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 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 per common unit: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Loss Per Common Unit, Basic & Diluted: Net loss attributable to common unitholders - basic and diluted $ (51,629) $ (5,233) $ (144,618) $ (31,812) Weighted average common units outstanding - basic & diluted 225,670,330 223,338,518 224,814,520 223,132,292 Loss per common unit, basic & diluted $ (0.23) $ (0.02) $ (0.64) $ (0.14) For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, restricted stock units, and WPG Inc.'s performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn November 5, 2020, the Company executed a purchase and sale agreement to sell Westminster Mall, located in Westminster, California, to a third party real estate developer. The Company will retain certain parcels and will retain the retail component of the mixed use redevelopment. The purchase price is approximately $160.0 million, subject to a final true-up adjustment based on final entitlements, and the Company expects to receive, at close, net cash proceeds in excess of $50.0 million after repaying the $75.7 million mortgage note payable and settling estimated costs to close and other obligations. The Company expects to close on this transaction in 2022, subject to diligence, entitlements, and customary closing requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842. In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis. The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
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 included in common area maintenance, or 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 operating lease payments 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 (CAM) 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) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 nine months ended September 30, 2020 and 2019: Balance at September 30, Balance at December 31, 2020 2019 2019 2018 Cash and cash equivalents $ 95,328 $ 36,003 $ 41,421 $ 42,542 Restricted cash 35,745 37,408 34,054 18,542 Total cash, cash equivalents and restricted cash $ 131,073 $ 73,411 $ 75,475 $ 61,084 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Key Terms of Each of the Closings | The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020: Sales Date Parcels Sold Purchase Price Sales Proceeds February 13, 2020 2 $ 1,961 $ 1,945 September 17, 2020 1 2,072 2,063 3 $ 4,033 $ 4,008 The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and nine months ended September 30, 2019: Sales Date Parcels Sold Purchase Price Sales Proceeds January 18, 2019 8 $ 9,435 $ 9,364 February 11, 2019 1 2,766 2,720 April 3, 2019 1 2,048 2,016 June 28, 2019 3 3,050 3,031 August 1, 2019 1 1,210 1,199 August 29, 2019 1 3,397 3,394 September 16, 2019 1 3,205 3,118 September 27, 2019 2 4,412 4,377 18 $ 29,523 $ 29,219 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities, at Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities, at Equity | The following table presents the combined statements of operations for our joint ventures for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Total revenues $ 49,210 $ 66,173 $ 156,774 $ 195,812 Operating expenses 24,469 27,597 72,237 81,419 Depreciation and amortization 22,465 26,451 68,770 77,787 Operating income 2,276 12,125 15,767 36,606 Gain (loss) on sale of interests in properties — — 2,039 (1,289) Gain on extinguishment of debt — — 15,605 — Interest expense, taxes, and other, net (12,296) (13,249) (36,865) (39,232) Net loss of the Company's unconsolidated real estate entities $ (10,020) $ (1,124) $ (3,454) $ (3,915) Our share of loss from the Company's unconsolidated real estate entities $ (5,515) $ (241) $ (11,301) $ (2,002) |
Schedule of Combined Balance Sheets for Unconsolidated Venture Properties | The following table presents the combined balance sheets of our joint ventures as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Assets: Investment properties at cost, net $ 1,842,677 $ 1,905,336 Construction in progress 42,855 38,280 Cash and cash equivalents 37,049 43,137 Tenant receivables and accrued revenue, net 48,286 31,238 Deferred costs and other assets (1) 287,139 301,133 Total assets $ 2,258,006 $ 2,319,124 Liabilities and Members’ Equity: Mortgage notes payable $ 1,224,041 $ 1,282,307 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 290,290 297,163 Total liabilities 1,514,331 1,579,470 Members’ equity 743,675 739,654 Total liabilities and members’ equity $ 2,258,006 $ 2,319,124 Our share of members’ equity, net $ 391,275 $ 384,332 Our share of members’ equity, net $ 391,275 $ 384,332 Advances and excess investment 20,648 17,339 Net investment in and advances to unconsolidated entities, at equity (3) $ 411,923 $ 401,671 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $70,163 and $79,457 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively. (2) Includes the net book value of below market leases of $37,586 and $45,757 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively. (3) Includes $411,923 and $417,092 of investment in and advances to unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively. |
Schedule of Forbearance Agreements | In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 1,2 Arbor Hills $ 23,892 4.27 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Arboretum, The $ 59,400 4.13 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Classen Curve & The Triangle at Classen Curve $ 52,779 3.90 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Gateway Centers $ 112,500 4.03 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Mall at Johnson City, The $ 47,689 6.76 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Nichols Hills Plaza $ 12,517 2.65 % Interest and principal Interest and principal 3 months ended July 2020 Due at maturity (Jan. 1, 2023) Polaris Fashion Place $ 239,107 3.94 % Interest and principal Interest 3 months ended July 2020 5 months commenced August 2020 Town Center Crossing $ 32,296 4.25 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Town Center Plaza $ 65,345 5.00 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Scottsdale Quarter (Blocks K & M) $ 55,000 4.36 % Interest only Interest 3 months ended July 2020 Commenced August 2020 with payments made from excess property cash flow until repaid in full 1 Maturity dates noted include any applicable extension options available to the borrower. 2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020 . In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate 1 Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 2 Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza $ 117,000 3.67 % Interest only Interest 6 months ending October 2020 6 months commencing November 2020 Southgate Mall $ 35,000 4.48 % Interest only Interest 3 months ended July 2020 Due at maturity (Sept. 27, 2023) Town Center at Aurora $ 51,000 4.92 % Interest and principal Interest and principal 6 months ending October 2020 Commencing November 2020 with payments made from excess property cash flow until repaid in full Westminster Mall $ 75,674 4.65 % Interest and principal Interest and principal 3 months ended August 2020, paid from escrows Not applicable Canyon View Marketplace $ 5,046 5.47 % Interest and principal Interest and principal 3 months ended July 2020 6 months commenced August 2020 Grand Central Mall $ 38,378 6.05 % Interest and principal Interest and principal 3 months ended August 2020 12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021) Lincolnwood Town Center $ 47,252 8.26 % Interest and principal Interest and principal 6 months ending October 2020 12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021) 1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020. 2 Maturity dates noted include any applicable extension options available to the borrower. |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows: September 30, December 31, Face amount of mortgage loans $ 1,107,498 $ 1,117,242 Fair value adjustments, net 1,998 3,463 Debt issuance cost, net (4,696) (5,097) Carrying value of mortgage loans $ 1,104,800 $ 1,115,608 |
Roll Forward of Mortgage Indebtedness | A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows: Balance at December 31, 2019 $ 1,115,608 Debt amortization payments (9,744) Issuance costs incurred upon debt modifications (599) Amortization of fair value and other adjustments (1,465) Amortization of debt issuance costs 1,000 Balance at September 30, 2020 $ 1,104,800 |
Schedule of Forbearance Agreements | In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 1,2 Arbor Hills $ 23,892 4.27 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Arboretum, The $ 59,400 4.13 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Classen Curve & The Triangle at Classen Curve $ 52,779 3.90 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Gateway Centers $ 112,500 4.03 % Interest only Interest 3 months ended July 2020 5 months commenced August 2020 Mall at Johnson City, The $ 47,689 6.76 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Nichols Hills Plaza $ 12,517 2.65 % Interest and principal Interest and principal 3 months ended July 2020 Due at maturity (Jan. 1, 2023) Polaris Fashion Place $ 239,107 3.94 % Interest and principal Interest 3 months ended July 2020 5 months commenced August 2020 Town Center Crossing $ 32,296 4.25 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Town Center Plaza $ 65,345 5.00 % Interest and principal Interest and principal 3 months ended July 2020 12 months commenced August 2020 Scottsdale Quarter (Blocks K & M) $ 55,000 4.36 % Interest only Interest 3 months ended July 2020 Commenced August 2020 with payments made from excess property cash flow until repaid in full 1 Maturity dates noted include any applicable extension options available to the borrower. 2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020 . In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020: Property Principal Outstanding Interest Rate 1 Monthly Service Terms Description of Relief Duration of Forbearance Repayment Terms 2 Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza $ 117,000 3.67 % Interest only Interest 6 months ending October 2020 6 months commencing November 2020 Southgate Mall $ 35,000 4.48 % Interest only Interest 3 months ended July 2020 Due at maturity (Sept. 27, 2023) Town Center at Aurora $ 51,000 4.92 % Interest and principal Interest and principal 6 months ending October 2020 Commencing November 2020 with payments made from excess property cash flow until repaid in full Westminster Mall $ 75,674 4.65 % Interest and principal Interest and principal 3 months ended August 2020, paid from escrows Not applicable Canyon View Marketplace $ 5,046 5.47 % Interest and principal Interest and principal 3 months ended July 2020 6 months commenced August 2020 Grand Central Mall $ 38,378 6.05 % Interest and principal Interest and principal 3 months ended August 2020 12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021) Lincolnwood Town Center $ 47,252 8.26 % Interest and principal Interest and principal 6 months ending October 2020 12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021) 1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020. 2 Maturity dates noted include any applicable extension options available to the borrower. |
Schedule of Debt | The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019: September 30, December 31, Notes payable: Face amount - the Exchange Notes (1) $ — $ 250,000 Face amount - Senior Notes due 2024 (2) 720,900 720,900 Debt discount, net (6,728) (7,864) Debt issuance costs, net (4,387) (5,470) Total carrying value of notes payable $ 709,785 $ 957,566 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 (6,525) (3,358) Total carrying value of term loans $ 683,475 $ 686,642 Revolving credit facility: (3)(6) Face amount $ 647,000 $ 207,000 Debt issuance costs, net (5,126) (2,855) Total carrying value of revolving credit facility $ 641,874 $ 204,145 Other indebtedness: (8) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,522) (1,561) Future accretion, net (21,701) (10,123) Total carrying value of other indebtedness $ 86,062 $ 97,601 (1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024. (3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility." (4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% 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 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%. (5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% 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 4.66% per annum through maturity. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, 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 September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels. (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. (8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period. |
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 September 30, 2020 and December 31, 2019 are summarized as follows: September 30, 2020 December 31, 2019 Book value of fixed-rate mortgages (1) $1,042,498 $1,052,242 Fair value of fixed-rate mortgages $1,067,980 $1,062,205 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.76 % 4.24 % Book value of fixed-rate corporate debt (1) $1,420,185 $1,670,185 Fair value of fixed-rate corporate debt $1,143,252 $1,687,847 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt 10.29 % 6.07 % (1) Excludes debt issuance costs and applicable debt discounts. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and December 31, 2019: Derivatives designated as hedging instruments: Balance Sheet September 30, 2020 December 31, 2019 Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ 17,637 $ 6,592 |
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 for the three and nine months ended September 30, 2020 and 2019: Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Amount of Gain or (Loss) Recognized in OCL on Derivative Interest expense $ 179 $ (2,099) $ (17,790) $ (15,619) Amount of Loss or (Gain) Reclassified from AOCL into Income Interest expense $ 3,272 $ (164) $ 6,715 $ (1,239) The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019: Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (39,725) $ (38,833) $ (115,805) $ (114,806) Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense $ 3,272 $ (164) $ 6,715 $ (1,239) |
Fair Value Measurements, Recurring and Nonrecurring | The tables below presents the Company’s net assets and (liabilities) measured at fair value as of September 30, 2020 and December 31, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall: Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at September 30, 2020 Derivative instruments, net $ — $ (17,637) $ — $ (17,637) Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2019 Derivative instruments, net $ — $ (6,592) $ — $ (6,592) |
Rental Income (Tables)
Rental Income (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Our Rental Income | The following table summarizes our rental income for the three and nine months ended September 30, 2020 and 2019: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease payments, fixed $ 111,367 $ 135,046 $ 368,238 $ 417,395 Operating lease payments, variable 27,244 19,220 59,245 53,679 Amortization of straight-line rent, inducements, and rent abatements 1,514 1,227 (19,263) 3,499 Net amortization/accretion of above and below-market leases 4,831 975 7,649 5,425 Change in estimate of collectibility of rental income (24,818) (1,857) (52,448) (5,884) Total rental income $ 120,138 $ 154,611 $ 363,421 $ 474,114 |
Schedule of Future Payments Received Under Non-Cancelable Operating Leases | 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 September 30, 2020 are as follows: 2020 (October - December) $ 116,849 2021 412,506 2022 347,653 2023 286,976 2024 226,519 Thereafter 691,078 $ 2,081,581 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Summary of Issuance of the 2020 and 2019 Annual Long-Term Incentive Awards | The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively: 2020 Annual Long-Term Incentive Awards 2019 Annual Long-Term Incentive Awards Grant Date February 25, 2020 February 20, 2019 RSUs issued 1,373,422 572,163 Grant date fair value per unit $2.41 $5.77 PSUs issued 1,373,422 572,163 Grant date fair value per unit $1.74 $4.98 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of September 30, 2020 are as follows: 2020 (October - December) $ 513 2021 2,069 2022 2,099 2023 1,427 2024 999 Thereafter 20,378 Total lease payments 27,485 Less: Discount 15,824 Present value of lease liabilities $ 11,661 |
Loss Per Common Share_Unit (Tab
Loss Per Common Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 per common share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Loss Per Common Share, Basic: Net loss attributable to common shareholders - basic $ (43,737) $ (4,421) $ (122,412) $ (26,858) Weighted average shares outstanding - basic 191,190,438 188,603,382 190,294,891 188,392,694 Loss per common share, basic $ (0.23) $ (0.02) $ (0.64) $ (0.14) Loss Per Common Share, Diluted: Net loss attributable to common shareholders - basic $ (43,737) $ (4,421) $ (122,412) $ (26,858) Net loss attributable to limited partner unitholders (7,892) (812) (22,206) (4,954) Net loss attributable to common shareholders - diluted $ (51,629) $ (5,233) $ (144,618) $ (31,812) Weighted average common shares outstanding - basic 191,190,438 188,603,382 190,294,891 188,392,694 Weighted average operating partnership units outstanding 34,479,892 34,735,136 34,519,629 34,739,598 Weighted average common shares outstanding - diluted 225,670,330 223,338,518 224,814,520 223,132,292 Loss per common share, diluted $ (0.23) $ (0.02) $ (0.64) $ (0.14) The following table sets forth the computation of WPG L.P.'s basic and diluted loss per common unit: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Loss Per Common Unit, Basic & Diluted: Net loss attributable to common unitholders - basic and diluted $ (51,629) $ (5,233) $ (144,618) $ (31,812) Weighted average common units outstanding - basic & diluted 225,670,330 223,338,518 224,814,520 223,132,292 Loss per common unit, basic & diluted $ (0.23) $ (0.02) $ (0.64) $ (0.14) |
Organization (Details)
Organization (Details) ft² in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2020USD ($)ft²shopping_center | Sep. 30, 2019USD ($) | |
Real Estate Properties [Line Items] | ||
Severance charges, including non-cash stock compensation | $ 0.1 | $ 1.9 |
General and Administrative Expense | ||
Real Estate Properties [Line Items] | ||
Severance charges, including non-cash stock compensation | $ 0.1 | |
Shopping Centers | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties | shopping_center | 101 | |
Area of real estate property | ft² | 53 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)propertyshopping_center | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)propertyshopping_center | Sep. 30, 2019USD ($) | Dec. 31, 2019 | |
Real Estate Properties [Line Items] | |||||
Rent abatement | $ | $ 700 | $ 22,700 | |||
Change in estimate of collectibility of rental income | $ | 24,818 | $ 1,857 | $ 52,448 | $ 5,884 | |
Minimum threshold ownership interest for properties included in financial statement | 100.00% | ||||
COVID-19 Pandemic | |||||
Real Estate Properties [Line Items] | |||||
Change in estimate of collectibility of rental income | $ | $ 24,800 | $ 47,200 | |||
Washington Prime Inc | Washington Prime Group, L.P. | |||||
Real Estate Properties [Line Items] | |||||
Ownership interest percentage | 84.70% | 84.70% | 84.50% | ||
Washington Prime Inc | Weighted Average | Washington Prime Group, L.P. | |||||
Real Estate Properties [Line Items] | |||||
Ownership interest percentage | 84.70% | 84.40% | 84.70% | 84.40% | |
Wholly Owned Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | property | 85 | 85 | |||
Partially Owned Properties | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | property | 4 | 4 | |||
Corporate Joint Venture | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | property | 12 | 12 | |||
Shopping Centers | |||||
Real Estate Properties [Line Items] | |||||
Number of real estate properties | shopping_center | 101 | 101 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 1 |
ASU 2020-04 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Long-term debt indexed to LIBOR | $ 812 |
Debt issuance costs | 11.7 |
Long-term debt swapped To LIBOR plus fixed spread | $ 640.5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 95,328 | $ 41,421 | $ 36,003 | $ 42,542 |
Restricted cash | 35,745 | 34,054 | 37,408 | 18,542 |
Total cash, cash equivalents and restricted cash | $ 131,073 | $ 75,475 | $ 73,411 | $ 61,084 |
Investment in Real Estate (2020
Investment in Real Estate (2020 Disposition) (Details) $ in Thousands | Jan. 31, 2020USD ($) | Jan. 14, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)purchase_and_sale_agreement | Sep. 30, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on disposition of interests in properties, net | $ 1,620 | $ 9,825 | $ 28,812 | $ 26,056 | ||
Undeveloped Land Parcels | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sales proceeds | 2,200 | |||||
Aggregate sales price | $ 2,400 | |||||
Four Corners | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Number of purchase and sale agreements | purchase_and_sale_agreement | 2 | |||||
Real estate deal amount remaining to close, first purchase agreement | 2,500 | $ 2,500 | ||||
Real estate deal amount remaining to close, second purchase agreement | $ 26,900 | $ 26,900 | ||||
DeKalb Plaza | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 13,600 | |||||
Sales proceeds | $ 13,400 | |||||
Matteson Plaza | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ 1,100 | |||||
Sales proceeds | $ 400 |
Investment in Real Estate (Key
Investment in Real Estate (Key Terms of Each of the Closings) (Details) - Restaurant Outparcels $ in Thousands | Sep. 17, 2020USD ($)outparcel | Feb. 13, 2020USD ($)outparcel | Sep. 27, 2019USD ($)outparcel | Sep. 16, 2019USD ($)outparcel | Aug. 29, 2019USD ($)outparcel | Aug. 01, 2019USD ($)outparcel | Jun. 28, 2019USD ($)outparcel | Apr. 03, 2019USD ($)outparcel | Feb. 11, 2019USD ($)outparcel | Jan. 18, 2019USD ($)outparcel | Sep. 30, 2020USD ($)outparcel | Sep. 30, 2019USD ($)outparcel |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Parcels Sold | outparcel | 1 | 2 | 2 | 1 | 1 | 1 | 3 | 1 | 1 | 8 | 3 | 18 |
Purchase Price | $ 2,072 | $ 1,961 | $ 4,412 | $ 3,205 | $ 3,397 | $ 1,210 | $ 3,050 | $ 2,048 | $ 2,766 | $ 9,435 | $ 4,033 | $ 29,523 |
Sales Proceeds | $ 2,063 | $ 1,945 | $ 4,377 | $ 3,118 | $ 3,394 | $ 1,199 | $ 3,031 | $ 2,016 | $ 2,720 | $ 9,364 | $ 4,008 | $ 29,219 |
Investment in Real Estate (2019
Investment in Real Estate (2019 Dispositions) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Four Corners | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on disposition of assets | $ 9.8 | $ 26.1 |
Undeveloped Land Parcels | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Aggregate sales price | 4.4 | |
Sales proceeds | $ 4 |
Investment in Real Estate (Impa
Investment in Real Estate (Impairment) (Details) $ in Millions | 3 Months Ended | |||
Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | |
Single Tenant Outparcel in Topeka, Kansas | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 1.1 | |||
Two Enclosed Retail Properties | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 23.8 | |||
Fair value of properties | $ 12.6 | |||
Two Enclosed Retail Properties | Measurement Input, Discount Rate | Minimum | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.188 | |||
Two Enclosed Retail Properties | Measurement Input, Discount Rate | Maximum | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.193 | |||
Two Enclosed Retail Properties | Measurement Input, Cap Rate | Minimum | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.168 | |||
Two Enclosed Retail Properties | Measurement Input, Cap Rate | Maximum | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.173 | |||
Georgesville Square and Single Tenant Outparcel in Topeka | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 1.3 | |||
Two Enclosed Retail Properties and One Open Air Property | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 28.9 | |||
Fair value of properties | $ 21 | |||
Two Enclosed Retail Properties and One Open Air Property | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.185 | |||
Two Enclosed Retail Properties and One Open Air Property | Measurement Input, Cap Rate | Valuation Technique, Discounted Cash Flow | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Measurement input | 0.155 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities, at Equity (Narrative) (Details) - Equity Method Investment, Nonconsolidated Investee or Group of Investees ft² in Millions, $ in Millions | May 06, 2020USD ($)extension | Mar. 13, 2020USD ($) | Sep. 30, 2020USD ($)ft²property | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)ft²property | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Other income | $ 2.1 | $ 3.2 | $ 5.5 | $ 8.7 | |||
O'Connor Joint Venture II | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 51.00% | 51.00% | |||||
Number of real estate properties | property | 7 | 7 | |||||
The Seminole Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 45.00% | 45.00% | |||||
Effective financial interest | 0.00% | 0.00% | |||||
Gain related to cash distributions and losses in joint venture | $ 15.4 | ||||||
The Seminole Joint Venture | Seminole Town Center | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Area of real estate property | ft² | 1.1 | 1.1 | |||||
O'Connor Joint Venture I and O'Connor Joint Venture II | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Advances to affiliate | $ 0.9 | $ 0.9 | $ 0.5 | ||||
O'Connor Mall Partners LP | O'Connor Joint Venture I | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, ownership percentage | 51.00% | 51.00% | |||||
Number of real estate properties | property | 5 | 5 | |||||
Number of extension options | extension | 2 | ||||||
Period of extension option | 1 year | ||||||
Required principal prepayment upon maturity extension | $ 5 | ||||||
Required reserve accounts funded for future redevelopment and property improvements | $ 10 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities, at Equity (Combined Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 123,682 | $ 161,204 | $ 375,046 | $ 491,461 |
Operating expenses | 127,969 | 172,653 | 399,299 | 460,265 |
Depreciation and amortization | 58,063 | 70,948 | 173,147 | 209,142 |
Gain (loss) on sale of interests in properties | 1,620 | 9,825 | 28,812 | 26,056 |
Gain on extinguishment of debt, net | 0 | 38,913 | 0 | 38,913 |
NET LOSS | (48,061) | (1,665) | (133,914) | (21,108) |
Our share of loss from the Company's unconsolidated real estate entities | (5,515) | (241) | (11,301) | (2,002) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 49,210 | 66,173 | 156,774 | 195,812 |
Operating expenses | 24,469 | 27,597 | 72,237 | 81,419 |
Depreciation and amortization | 22,465 | 26,451 | 68,770 | 77,787 |
Operating income | 2,276 | 12,125 | 15,767 | 36,606 |
Gain (loss) on sale of interests in properties | 0 | 0 | 2,039 | (1,289) |
Gain on extinguishment of debt, net | 0 | 0 | 15,605 | 0 |
Interest expense, taxes, and other, net | (12,296) | (13,249) | (36,865) | (39,232) |
NET LOSS | $ (10,020) | $ (1,124) | $ (3,454) | $ (3,915) |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities, at Equity (Combined Balance Sheets) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||||
Investment properties at cost, net | $ 3,455,666 | $ 3,504,670 | ||
Cash and cash equivalents | 95,328 | 41,421 | $ 36,003 | $ 42,542 |
Tenant receivables and accrued revenue, net | 119,472 | 82,762 | ||
Deferred costs and other assets | 135,182 | 205,034 | ||
Total assets | 4,217,571 | 4,250,979 | ||
Liabilities and Members’ Equity: | ||||
Mortgage notes payable | 1,104,800 | 1,115,608 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 257,252 | 260,904 | ||
Total liabilities | 3,486,571 | 3,341,139 | ||
Members’ equity | 81,070 | 110,226 | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,217,571 | 4,250,979 | ||
Our share of members’ equity, net | 411,923 | 417,092 | ||
Operating lease liability | 11,661 | |||
Cash distributions and losses in unconsolidated entities, at equity | 15,421 | |||
Lease Liabilities Related to Ground Leases for Joint Ventures | ||||
Liabilities and Members’ Equity: | ||||
Net investment in and advances to unconsolidated entities, at equity | 411,923 | 401,671 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Liabilities and Members’ Equity: | ||||
Acquired in-place leases and acquired above-market leases | 70,163 | 79,457 | ||
Below market leases, net book value | 37,586 | 45,757 | ||
Cash distributions and losses in unconsolidated entities, at equity | 0 | 15,421 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Lease Liabilities Related to Ground Leases for Joint Ventures | ||||
Assets: | ||||
Investment properties at cost, net | 1,842,677 | 1,905,336 | ||
Construction in progress | 42,855 | 38,280 | ||
Cash and cash equivalents | 37,049 | 43,137 | ||
Tenant receivables and accrued revenue, net | 48,286 | 31,238 | ||
Deferred costs and other assets | 287,139 | 301,133 | ||
Total assets | 2,258,006 | 2,319,124 | ||
Liabilities and Members’ Equity: | ||||
Mortgage notes payable | 1,224,041 | 1,282,307 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 290,290 | 297,163 | ||
Total liabilities | 1,514,331 | 1,579,470 | ||
Members’ equity | 743,675 | 739,654 | ||
Total liabilities, redeemable noncontrolling interests and equity | 2,258,006 | 2,319,124 | ||
Our share of members’ equity, net | 391,275 | 384,332 | ||
Advances and excess investment | 20,648 | 17,339 | ||
ROU assets | 173,226 | 172,991 | ||
Operating lease liability | 173,226 | 172,991 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Unconsolidated Entities | ||||
Liabilities and Members’ Equity: | ||||
Our share of members’ equity, net | $ 411,923 | $ 417,092 |
Investment in Unconsolidated _6
Investment in Unconsolidated Entities, at Equity (Forbearance Agreements of Debt Related to Various Mortgage Notes Outstanding) (Details) - Mortgages - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 1,107,498 | $ 1,117,242 |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arbor Hills | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 12 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arboretum, The | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 5 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Classen Curve & The Triangle at Classen Curve | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 5 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Gateway Centers | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 5 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Mall at Johnson City, The | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 12 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Nichols Hills Plaza | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Polaris Fashion Place | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 5 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Crossing | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 12 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Plaza | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 12 months | |
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Scottsdale Quarter (Blocks K & M) | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 3 months | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arbor Hills | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 23,892 | |
Interest Rate | 4.27% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arboretum, The | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 59,400 | |
Interest Rate | 4.13% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Classen Curve & The Triangle at Classen Curve | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 52,779 | |
Interest Rate | 3.90% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Gateway Centers | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 112,500 | |
Interest Rate | 4.03% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Mall at Johnson City, The | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 47,689 | |
Interest Rate | 6.76% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Nichols Hills Plaza | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 12,517 | |
Interest Rate | 2.65% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Polaris Fashion Place | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 239,107 | |
Interest Rate | 3.94% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Crossing | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 32,296 | |
Interest Rate | 4.25% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Plaza | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 65,345 | |
Interest Rate | 5.00% | |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Scottsdale Quarter (Blocks K & M) | ||
Schedule of Equity Method Investments [Line Items] | ||
Face amount of mortgage loans | $ 55,000 | |
Interest Rate | 4.36% |
Indebtedness (Mortgage Indebted
Indebtedness (Mortgage Indebtedness) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 13, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt issuance cost, net | $ (7,800) | ||
Mortgages | |||
Debt Instrument [Line Items] | |||
Face amount of mortgage loans | $ 1,107,498 | $ 1,117,242 | |
Fair value adjustments, net | 1,998 | 3,463 | |
Debt issuance cost, net | (4,696) | (5,097) | |
Carrying value of mortgage loans | $ 1,104,800 | $ 1,115,608 |
Indebtedness (Roll Forward of M
Indebtedness (Roll Forward of Mortgage Indebtedness) (Details) - Mortgages $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt [Roll Forward] | |
Balance at December 31, 2019 | $ 1,115,608 |
Debt amortization payments | (9,744) |
Issuance costs incurred upon debt modifications | (599) |
Amortization of fair value and other adjustments | (1,465) |
Amortization of debt issuance costs | 1,000 |
Balance at September 30, 2020 | $ 1,104,800 |
Indebtedness (Forbearance Agree
Indebtedness (Forbearance Agreements on Various Mortgage Notes Outstanding (Details) - Mortgages - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Face amount | $ 1,107,498 | $ 1,117,242 |
Forbearance | Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza | ||
Debt Instrument [Line Items] | ||
Face amount | $ 117,000 | |
Interest Rate | 3.67% | |
Debt instrument, term | 6 months | |
Debt instrument, repayment term | 6 months | |
Forbearance | Southgate Mall | ||
Debt Instrument [Line Items] | ||
Face amount | $ 35,000 | |
Interest Rate | 4.48% | |
Debt instrument, term | 3 months | |
Forbearance | Town Center at Aurora | ||
Debt Instrument [Line Items] | ||
Face amount | $ 51,000 | |
Interest Rate | 4.92% | |
Debt instrument, term | 6 months | |
Forbearance | Westminster Mall | ||
Debt Instrument [Line Items] | ||
Face amount | $ 75,674 | |
Interest Rate | 4.65% | |
Debt instrument, term | 3 months | |
Forbearance | Canyon View Marketplace | ||
Debt Instrument [Line Items] | ||
Face amount | $ 5,046 | |
Interest Rate | 5.47% | |
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 6 months | |
Forbearance | Grand Central Mall | ||
Debt Instrument [Line Items] | ||
Face amount | $ 38,378 | |
Interest Rate | 6.05% | |
Debt instrument, term | 3 months | |
Debt instrument, repayment term | 12 months | |
Forbearance | Lincolnwood Town Center | ||
Debt Instrument [Line Items] | ||
Face amount | $ 47,252 | |
Interest Rate | 8.26% | |
Debt instrument, term | 6 months | |
Debt instrument, repayment term | 12 months |
Indebtedness (Mortgage Debt - N
Indebtedness (Mortgage Debt - Narrative) (Details) | Apr. 03, 2020extension | Feb. 14, 2020USD ($)extension | Nov. 06, 2020 | Aug. 13, 2020USD ($) |
Grand Central Mall | Forbearance | Mortgages | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Period of extension option | 1 year | |||
Weberstown Mall | ||||
Debt Instrument [Line Items] | ||||
Number of extension options | extension | 3 | |||
Face amount | $ | $ 65,000,000 | |||
Period of extension option | 1 year | |||
Town Center at Aurora | ||||
Debt Instrument [Line Items] | ||||
Number of extension options | extension | 2 | |||
Face amount | $ | $ 51,000,000 | |||
Period of extension option | 1 year | |||
Additional of extension option | 1 year |
Indebtedness (Corporate Debt -
Indebtedness (Corporate Debt - Narrative) (Details) - USD ($) | Aug. 13, 2020 | Jun. 22, 2020 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.00% | ||
Debt issuance costs | $ 7,800,000 | ||
Bridge loan | $ 30,000,000 | ||
Debt instrument payment method | $ 15,700,000 | ||
Debt instrument payment terms | 27 months | ||
Impairment on the note receivable | $ 11,200,000 | ||
Weberstown Mall | |||
Debt Instrument [Line Items] | |||
Face amount | 65,000,000 | ||
Weberstown Mall | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | 65,000,000 | ||
Bridge Loan | |||
Debt Instrument [Line Items] | |||
Face amount | $ 55,000,000 | ||
Amended Credit Facility and Term Loans | |||
Debt Instrument [Line Items] | |||
Face amount | 1,400,000,000 | ||
Amended Credit Facility and Term Loans | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | $ 1,000,000,000 | ||
LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.25% | ||
LIBOR | Amended Credit Facility and Term Loans | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 1.80% | ||
Minimum | LIBOR | Amended Credit Facility and Term Loans | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.00% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.35% | ||
Maximum | LIBOR | Amended Credit Facility and Term Loans | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.60% |
Indebtedness (Corporate Debt Ou
Indebtedness (Corporate Debt Outstanding) (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($)extension | Dec. 31, 2019USD ($) | Aug. 13, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Debt issuance costs, net | $ (7,800,000) | ||
Interest rate effective percentage | 8.52% | ||
Ground lease term | 99 years | ||
Ground lease, fixed payments, annualized rate | 7.40% | ||
Year for option to repurchase | 30 years | ||
Repurchase option | $ 109,300,000 | ||
LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Face amount | $ 647,000,000 | $ 207,000,000 | |
Debt issuance costs, net | (5,126,000) | (2,855,000) | |
Carrying value of mortgage loans | $ 641,874,000 | 204,145,000 | |
Interest rate effective percentage | 2.75% | ||
Line of credit, maximum borrowing capacity | $ 650,000,000 | ||
Number of extension options | extension | 2 | ||
Period of extension option | 6 months | ||
Remaining borrowing capacity | $ 3,000,000 | ||
Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 0.50% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.60% | ||
Notional amount | $ 250,000,000 | ||
Derivative, fixed interest rate | 5.71% | ||
Interest rate effective percentage | 3.10% | ||
Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 0.50% | ||
December 2015 Term Loan | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 2.60% | ||
Notional amount | $ 340,000,000 | ||
Derivative, fixed interest rate | 4.66% | ||
December 2015 Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread rate | 0.50% | ||
Notes payable | |||
Debt Instrument [Line Items] | |||
Debt discount, net | $ (6,728,000) | (7,864,000) | |
Debt issuance costs, net | (4,387,000) | (5,470,000) | |
Carrying value of mortgage loans | 709,785,000 | 957,566,000 | |
Notes payable | Exchange Notes | |||
Debt Instrument [Line Items] | |||
Face amount | $ 0 | 250,000,000 | |
Discount rate | 0.028% | ||
Interest Rate | 3.85% | ||
Notes payable | Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Face amount | $ 720,900,000 | 720,900,000 | |
Discount rate | 1.533% | ||
Notes payable | Senior Notes due 2024 | Through August 14, 2019 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 5.95% | ||
Notes payable | Senior Notes due 2024 | After August 14, 2019 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.45% | ||
Term loans | |||
Debt Instrument [Line Items] | |||
Debt issuance costs, net | $ (6,525,000) | (3,358,000) | |
Carrying value of mortgage loans | 683,475,000 | 686,642,000 | |
Term loans | Term Loan | |||
Debt Instrument [Line Items] | |||
Face amount | 350,000,000 | 350,000,000 | |
Term loans | December 2015 Term Loan | |||
Debt Instrument [Line Items] | |||
Face amount | 340,000,000 | 340,000,000 | |
Other indebtedness | |||
Debt Instrument [Line Items] | |||
Face amount | 109,285,000 | 109,285,000 | |
Debt issuance costs, net | (1,522,000) | (1,561,000) | |
Future accretion, net | (21,701,000) | (10,123,000) | |
Carrying value of mortgage loans | $ 86,062,000 | $ 97,601,000 |
Indebtedness (Covenants - Narra
Indebtedness (Covenants - Narrative) (Details) $ in Thousands | 9 Months Ended | ||||||
Sep. 30, 2020USD ($)propertyloanquarterpool | May 26, 2020USD ($) | May 22, 2020USD ($) | Apr. 20, 2020USD ($) | Feb. 21, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 05, 2019USD ($) | |
Port Charlotte Town Center | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 40,900 | ||||||
Lincolnwood Town Center | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 47,300 | ||||||
Mortgage Loan Secured by Rushmore Mall | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 33,100 | ||||||
Mortgage Loan Secured by Charlottesville Fashion Square | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 45,100 | ||||||
Anderson Mall | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 17,200 | ||||||
Oak Court Mall & Offices | |||||||
Debt Instrument [Line Items] | |||||||
Debt default amount | $ 36,100 | ||||||
Mortgages | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of mortgage loan | $ 1,107,498 | $ 1,117,242 | |||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Number of non-recourse loans | loan | 20 | ||||||
Number of full recourse loans | loan | 2 | ||||||
Number of mortgage pools | property | 24 | ||||||
Pool of cross-defaulted and cross-collateralized mortgages | pool | 1 | ||||||
Number of properties encumbered | property | 4 | ||||||
Minimum quarters for cash benchmark | quarter | 2 |
Indebtedness (Gain on Extinguis
Indebtedness (Gain on Extinguishment of Debt, Net - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Gain on extinguishment of debt, net | $ 0 | $ 38,913 | $ 0 | $ 38,913 |
Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt forgiveness | 29,100 | 29,100 | ||
Mortgage Loan Secured by Towne West Square | ||||
Debt Instrument [Line Items] | ||||
Debt forgiveness | $ 45,200 | $ 45,200 |
Indebtedness (Book Value and Fa
Indebtedness (Book Value and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Book value of debt | $ 1,042,498 | $ 1,052,242 |
Fair value of debt | $ 1,067,980 | $ 1,062,205 |
Fixed Rate Mortgages | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 3.76% | 4.24% |
Fixed Rate Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Book value of debt | $ 1,420,185 | $ 1,670,185 |
Fair value of debt | $ 1,143,252 | $ 1,687,847 |
Fixed Rate Unsecured Debt | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 10.29% | 6.07% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)derivative | Dec. 31, 2019USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount estimated to be reclassified as an increase to interest expense | $ 10,800,000 | |
Fair value of asset derivative instruments | $ 0 | $ 0 |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of derivatives outstanding | derivative | 11 | |
Notional value of interest rate risk | $ 640,500,000 | |
Interest Rate Products | Designated as Hedging Instruments | Accounts Payable, Accrued Expenses, Intangibles, and Deferred Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of liability derivative instruments | $ 17,637,000 | $ 6,592,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Fair Value of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Interest rate products | Designated as Hedging Instruments | Accounts payable, accrued expenses, intangibles, and deferred revenue | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 17,637 | $ 6,592 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Effect of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
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 | $ (39,725) | $ (38,833) | $ (115,805) | $ (114,806) |
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 | (39,725) | (38,833) | (115,805) | (114,806) |
Interest rate products | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCL on Derivative | 179 | (2,099) | (17,790) | (15,619) |
Interest rate products | Interest expense | Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense | $ 3,272 | $ (164) | $ 6,715 | $ (1,239) |
Derivative Financial Instrume_6
Derivative Financial Instruments (Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative instruments, net | $ (17,637) | $ (6,592) |
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 | (17,637) | (6,592) |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease payments, fixed | $ 111,367 | $ 135,046 | $ 368,238 | $ 417,395 |
Operating lease payments, variable | 27,244 | 19,220 | 59,245 | 53,679 |
Amortization of straight-line rent, inducements, and rent abatements | 1,514 | 1,227 | (19,263) | 3,499 |
Net amortization/accretion of above and below-market leases | 4,831 | 975 | 7,649 | 5,425 |
Change in estimate of collectibility of rental income | (24,818) | (1,857) | (52,448) | (5,884) |
Total rental income | $ 120,138 | $ 154,611 | $ 363,421 | $ 474,114 |
Rental Income (Narrative) (Deta
Rental Income (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessor, Lease, Description [Line Items] | ||||
Rent abatement | $ 700 | $ 22,700 | ||
Change in estimate of collectibility of rental income | 24,818 | $ 1,857 | 52,448 | $ 5,884 |
COVID-19 Pandemic | ||||
Lessor, Lease, Description [Line Items] | ||||
Change in estimate of collectibility of rental income | $ 24,800 | $ 47,200 |
Rental Income (Lessor, Operatin
Rental Income (Lessor, Operating Lease, Payments to be Received, Maturity) (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (October - December) | $ 116,849 |
2021 | 412,506 |
2022 | 347,653 |
2023 | 286,976 |
2024 | 226,519 |
Thereafter | 691,078 |
Operating lease payments to be received | $ 2,081,581 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | Aug. 06, 2020 | Aug. 02, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | May 28, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock share split ratio | 0.1111 | ||||||
Common stock basis value ratio | 1 | ||||||
Common stock for possible future issuance (in shares) | 34,479,892 | 34,479,892 | |||||
Number of shares authorized (in shares) | 7,290,000 | ||||||
Award vesting period | 5 years | ||||||
Dividends declared (usd per share/unit) | $ / shares | $ 0 | $ 0.25 | $ 0.125 | $ 0.75 | |||
General and Administrative Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share based compensation expense | $ | $ 1,800,000 | $ 2,100,000 | $ 5,600,000 | $ 5,900,000 | |||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Award requisite service period | 3 years | ||||||
RSUs issued (in shares) | 1,231,188 | 331,792 | |||||
Fair value of restricted stock awarded | $ | $ 800,000 | $ 1,500,000 | |||||
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% | ||||||
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% | ||||||
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% | ||||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Award requisite service period | 3 years | ||||||
Performance Shares | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Range of awards earned based on goals | 0.00% | 0.00% | |||||
Performance Shares | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Range of awards earned based on goals | 200.00% | 150.00% | |||||
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) | 0 | 391 | |||||
Canceled, forfeited or expired (in shares) | 31,434 | 66,053 | |||||
Outstanding number (in shares) | 569,855 | 569,855 | |||||
Chief Executive Officer | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contingent rights (in shares) | 1 | 1 | |||||
Value of shares granted | $ | $ 1,800,000 | ||||||
Stock awards (in shares) | 500,000 | ||||||
Chief Executive Officer | 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% | ||||||
Chief Executive Officer | 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% | ||||||
Chief Executive Officer | 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% | ||||||
Chief Executive Officer | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Value of shares granted | $ | $ 1,200,000 | ||||||
Stock awards (in shares) | 500,000 | ||||||
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 | ||||||
2020 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% | ||||||
2020 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% | ||||||
2020 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% | ||||||
2020 Annual Long-Term Incentive Awards | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Value of shares granted | $ | $ 0 | ||||||
PSUs forfeited (in shares) | 262,787 |
Equity (Summary of Annual Long-
Equity (Summary of Annual Long-term Incentive Awards) (Details) - $ / shares | Feb. 25, 2020 | Feb. 20, 2019 |
Restricted Stock Units (RSUs) | 2020 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 1,373,422 | |
Grant date fair value per unit (usd per share) | $ 2.41 | |
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 | |
Grant date fair value per unit (usd per share) | $ 5.77 | |
Performance Shares | 2020 Annual Long-Term Incentive Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued (in shares) | 1,373,422 | |
Grant date fair value per unit (usd per share) | $ 1.74 | |
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 | |
Grant date fair value per unit (usd per share) | $ 4.98 |
Commitments and Contingencies_2
Commitments and Contingencies (Concentration Risk) (Details) | 9 Months Ended |
Sep. 30, 2020 | |
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 | 9 Months Ended | ||
Sep. 30, 2020USD ($)Propertylease | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Propertylease | Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of ground leases | Property | 4 | 4 | ||
Ground rent | $ 243 | $ 215 | $ 574 | $ 613 |
Number of properties subject to office leases | lease | 2 | 2 | ||
Number of garage leases | lease | 1 | 1 | ||
Weighted average remaining lease term | 20 years 1 month 6 days | 20 years 1 month 6 days | ||
Weighted average discount rate | 8.80% | 8.80% | ||
General and Administrative Expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Ground rent | $ 637 | 681 | $ 1,898 | 1,975 |
Ground Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Ground rent | $ 5 | $ 5 | $ 15 | $ 15 |
Commitments and Contingencies_4
Commitments and Contingencies (Lessee, Operating Lease, Liability, Maturity) (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (October - December) | $ 513 |
2021 | 2,069 |
2022 | 2,099 |
2023 | 1,427 |
2024 | 999 |
Thereafter | 20,378 |
Total lease payments | 27,485 |
Less: Discount | 15,824 |
Present value of lease liabilities | $ 11,661 |
Loss Per Common Share_Unit (Bas
Loss Per Common Share/Unit (Basic and Diluted Earnings Per Share Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss Per Common Share, Basic: | ||||
Net loss attributable to common shareholders - basic | $ (43,737) | $ (4,421) | $ (122,412) | $ (26,858) |
Weighted average common shares outstanding - basic (in shares) | 191,190,438 | 188,603,382 | 190,294,891 | 188,392,694 |
Loss per common share, basic (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
Loss Per Common Share, Diluted: | ||||
Net loss attributable to common shareholders - basic | $ (43,737) | $ (4,421) | $ (122,412) | $ (26,858) |
Net loss attributable to limited partner unitholders | (7,892) | (812) | (22,206) | (4,954) |
Net loss attributable to common shareholders - diluted | $ (51,629) | $ (5,233) | $ (144,618) | $ (31,812) |
Weighted average common shares outstanding - basic (in shares) | 191,190,438 | 188,603,382 | 190,294,891 | 188,392,694 |
Weighted average operating partnership units outstanding (in shares) | 34,479,892 | 34,735,136 | 34,519,629 | 34,739,598 |
Weighted average common shares outstanding - diluted (in shares) | 225,670,330 | 223,338,518 | 224,814,520 | 223,132,292 |
Loss per common share, diluted (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
Loss Per Common Share_Unit (Nar
Loss Per Common Share/Unit (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contingently-Issuable Outstanding Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 569,855 | 613,297 | 569,855 | 613,297 |
Contingently-Issuable Outstanding Stock Options | Washington Prime Group, L.P. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 569,855 | 613,297 | 569,855 | 613,297 |
Contingently-Issuable Outstanding Stock Options | Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 601,711 | 538,700 | 601,711 | 538,700 |
Contingently-Issuable Outstanding Stock Options | Restricted Stock | Washington Prime Group, L.P. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 601,711 | 538,700 | 601,711 | 538,700 |
Performance Based Components | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 2,867,838 | 1,765,308 | 2,867,838 | 1,765,308 |
Performance Based Components | Washington Prime Group, L.P. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 2,867,838 | 1,765,308 | 2,867,838 | 1,765,308 |
Loss Per Common Share_Unit (Ear
Loss Per Common Share/Unit (Earnings Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss Per Common Unit, Basic & Diluted: | ||||
Net loss attributable to common unitholders - basic and diluted | $ (43,737) | $ (4,421) | $ (122,412) | $ (26,858) |
Loss Earnings per common unit, basic & diluted (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
Washington Prime Group, L.P. | ||||
Loss Per Common Unit, Basic & Diluted: | ||||
Net loss attributable to common unitholders - basic and diluted | $ (51,629) | $ (5,233) | $ (144,618) | $ (31,812) |
Weighted average common units outstanding - basic and diluted (in shares) | 225,670,330 | 223,338,518 | 224,814,520 | 223,132,292 |
Loss Earnings per common unit, basic & diluted (usd per share) | $ (0.23) | $ (0.02) | $ (0.64) | $ (0.14) |
Subsequent Events (Narratives)
Subsequent Events (Narratives) (Details) - Subsequent Event $ in Millions | Nov. 05, 2020USD ($) |
Subsequent Event [Line Items] | |
Repayments of notes payable | $ 75.7 |
Disposed of by Sale | Westminster Mall | |
Subsequent Event [Line Items] | |
Purchase price | 160 |
Sales proceeds | $ 50 |