Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,459,645 | |
Entity Central Index Key | 0001594686 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | true | |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS: | ||
Investment properties at cost | $ 5,920,108 | $ 5,873,801 |
Less: accumulated depreciation | 2,623,765 | 2,539,745 |
Net investment in real estate | 3,296,343 | 3,334,056 |
Cash and cash equivalents | 91,318 | 92,618 |
Tenant receivables and accrued revenue, net | 97,430 | 132,610 |
Investment in and advances to unconsolidated entities, at equity | 414,665 | 416,339 |
Deferred costs and other assets | 131,737 | 129,724 |
Total assets | 4,031,493 | 4,105,347 |
LIABILITIES: | ||
Mortgage notes payable | 1,029,308 | 1,101,653 |
Notes payable | 0 | 710,476 |
Term loans | 0 | 681,563 |
Revolving credit facility | 0 | 639,976 |
Debtor in possession financing | 50,000 | 0 |
Other indebtedness | 91,406 | 87,807 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 145,875 | 276,086 |
Distributions payable | 0 | 3,323 |
Total liabilities not subject to compromise | 1,316,589 | 3,500,884 |
Total liabilities subject to compromise | 2,259,109 | 0 |
Total liabilities | 3,575,698 | 3,500,884 |
Redeemable noncontrolling interests | 3,385 | 3,265 |
Stockholders' Equity: | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 24,459,645 and 20,999,596 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 2 | 2 |
Capital in excess of par value | 1,310,353 | 1,262,524 |
Accumulated deficit | (1,071,600) | (913,128) |
Accumulated other comprehensive loss | 0 | (12,124) |
Total stockholders' equity | 448,347 | 539,850 |
Noncontrolling interests | 4,063 | 61,348 |
Total equity | 452,410 | 601,198 |
Total liabilities, redeemable noncontrolling interests and equity | 4,031,493 | 4,105,347 |
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Stockholders' Equity: | ||
Preferred stock | 108,001 | 104,251 |
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | ||
Stockholders' Equity: | ||
Preferred stock | 101,591 | 98,325 |
Washington Prime Group, L.P. | ||
ASSETS: | ||
Investment properties at cost | 5,920,108 | 5,873,801 |
Less: accumulated depreciation | 2,623,765 | 2,539,745 |
Net investment in real estate | 3,296,343 | 3,334,056 |
Cash and cash equivalents | 91,318 | 92,618 |
Tenant receivables and accrued revenue, net | 97,430 | 132,610 |
Investment in and advances to unconsolidated entities, at equity | 414,665 | 416,339 |
Deferred costs and other assets | 131,737 | 129,724 |
Total assets | 4,031,493 | 4,105,347 |
LIABILITIES: | ||
Mortgage notes payable | 1,029,308 | 1,101,653 |
Notes payable | 0 | 710,476 |
Term loans | 0 | 681,563 |
Revolving credit facility | 0 | 639,976 |
Debtor in possession financing | 50,000 | 0 |
Other indebtedness | 91,406 | 87,807 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 145,875 | 276,086 |
Distributions payable | 0 | 3,323 |
Total liabilities not subject to compromise | 1,316,589 | 3,500,884 |
Total liabilities subject to compromise | 2,259,109 | 0 |
Total liabilities | 3,575,698 | 3,500,884 |
Redeemable noncontrolling interests | 3,385 | 3,265 |
Stockholders' Equity: | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,031,493 | 4,105,347 |
EQUITY: | ||
General partner | 448,347 | 539,850 |
Limited partners, 310,991 and 3,739,106 units issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 3,113 | 60,351 |
Total partners' equity | 451,460 | 600,201 |
Noncontrolling interests | 950 | 997 |
Total equity | 452,410 | 601,198 |
Washington Prime Group, L.P. | General Partner Preferred Equity | ||
EQUITY: | ||
General partner | 209,592 | 202,576 |
Washington Prime Group, L.P. | General Partner Common Equity | ||
EQUITY: | ||
General partner | $ 238,755 | $ 337,274 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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) | 24,459,645 | 20,999,596 |
Common stock, shares, outstanding (in shares) | 24,459,645 | 20,999,596 |
Washington Prime Group, L.P. | ||
Limited partners, common equity, shares issued (in shares) | 310,991 | 3,739,106 |
Limited partners, common equity, shares outstanding (in shares) | 310,991 | 3,739,106 |
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) | 24,459,645 | 20,999,596 |
General partner, preferred equity, shares outstanding (in shares) | 24,459,645 | 20,999,596 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE: | ||||
Rental income | $ 134,134 | $ 96,757 | $ 261,925 | $ 244,168 |
Other income | 4,263 | 2,007 | 8,405 | 7,196 |
Total revenues | 138,397 | 98,764 | 270,330 | 251,364 |
EXPENSES: | ||||
Property operating | 36,567 | 28,109 | 76,017 | 65,389 |
Depreciation and amortization | 55,059 | 55,380 | 107,314 | 115,084 |
Real estate taxes | 18,885 | 18,437 | 37,702 | 38,689 |
Advertising and promotion | 1,747 | 1,300 | 3,396 | 3,104 |
General and administrative | 12,954 | 11,350 | 26,878 | 23,614 |
Prepetition charges | 38,078 | 0 | 52,529 | 0 |
Ground rent | 204 | 209 | 410 | 331 |
Impairment loss | 0 | 23,800 | 0 | 25,119 |
Total operating expenses | 163,494 | 138,585 | 304,246 | 271,330 |
Interest expense, net | (52,503) | (37,445) | (104,054) | (76,080) |
Impairment on note receivable | 0 | (11,237) | 0 | (11,237) |
Reorganization items | (24,389) | 0 | (24,389) | 0 |
Gain on disposition of interests in properties, net | 0 | 437 | 2,462 | 27,192 |
Income and other taxes | (544) | (593) | (263) | 24 |
Loss from unconsolidated entities, net | (873) | (4,754) | (3,080) | (5,786) |
NET LOSS | (103,406) | (93,413) | (163,240) | (85,853) |
Net loss attributable to noncontrolling interests | (1,396) | (14,871) | (11,784) | (14,194) |
NET LOSS ATTRIBUTABLE TO THE COMPANY | (102,010) | (78,542) | (151,456) | (71,659) |
Less: Preferred share dividends declared | 0 | (3,508) | 0 | (7,016) |
Less: Preferred share dividends undeclared | (3,508) | 0 | (7,016) | 0 |
Net loss attributable to common shareholders - basic | $ (105,518) | $ (82,050) | $ (158,472) | $ (78,675) |
LOSS PER COMMON SHARE, BASIC (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
LOSS PER COMMON SHARE, DILUTED (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||||
Limited partners | $ (1,456) | $ (14,931) | $ (11,904) | $ (14,314) |
COMPREHENSIVE LOSS: | ||||
Net loss | (103,406) | (93,413) | (163,240) | (85,853) |
Unrealized income (loss) on interest rate derivative instruments, net | 0 | 920 | 0 | (14,526) |
Comprehensive loss | (103,406) | (92,493) | (163,240) | (100,379) |
Comprehensive loss attributable to noncontrolling interests | (1,396) | (14,730) | (11,784) | (16,436) |
Comprehensive loss attributable to common shareholders | (102,010) | (77,763) | (151,456) | (83,943) |
Washington Prime Group, L.P. | ||||
REVENUE: | ||||
Rental income | 134,134 | 96,757 | 261,925 | 244,168 |
Other income | 4,263 | 2,007 | 8,405 | 7,196 |
Total revenues | 138,397 | 98,764 | 270,330 | 251,364 |
EXPENSES: | ||||
Property operating | 36,567 | 28,109 | 76,017 | 65,389 |
Depreciation and amortization | 55,059 | 55,380 | 107,314 | 115,084 |
Real estate taxes | 18,885 | 18,437 | 37,702 | 38,689 |
Advertising and promotion | 1,747 | 1,300 | 3,396 | 3,104 |
General and administrative | 12,954 | 11,350 | 26,878 | 23,614 |
Prepetition charges | 38,078 | 0 | 52,529 | 0 |
Ground rent | 204 | 209 | 410 | 331 |
Impairment loss | 0 | 23,800 | 0 | 25,119 |
Total operating expenses | 163,494 | 138,585 | 304,246 | 271,330 |
Interest expense, net | (52,503) | (37,445) | (104,054) | (76,080) |
Impairment on note receivable | 0 | (11,237) | 0 | (11,237) |
Reorganization items | (24,389) | 0 | (24,389) | 0 |
Gain on disposition of interests in properties, net | 0 | 437 | 2,462 | 27,192 |
Income and other taxes | (544) | (593) | (263) | 24 |
Loss from unconsolidated entities, net | (873) | (4,754) | (3,080) | (5,786) |
NET LOSS | (103,406) | (93,413) | (163,240) | (85,853) |
Net loss attributable to common shareholders - basic | $ (106,974) | $ (96,981) | $ (170,376) | $ (92,989) |
LOSS PER COMMON SHARE, BASIC (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
LOSS PER COMMON SHARE, DILUTED (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
NET LOSS ATTRIBUTABLE TO UNITHOLDERS | $ (103,406) | $ (93,413) | $ (163,240) | $ (85,853) |
Less: Preferred unit distributions declared | 0 | (3,568) | 0 | (7,136) |
Less: Preferred unit distributions undeclared | (3,568) | 0 | (7,136) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS | (106,974) | (96,981) | (170,376) | (92,989) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS: | ||||
General partner | (105,518) | (82,050) | (158,472) | (78,675) |
Limited partners | (1,456) | (14,931) | (11,904) | (14,314) |
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS | (106,974) | (96,981) | (170,376) | (92,989) |
COMPREHENSIVE LOSS: | ||||
Net loss | (103,406) | (93,413) | (163,240) | (85,853) |
Unrealized income (loss) on interest rate derivative instruments, net | 0 | 920 | 0 | (14,526) |
Comprehensive loss | $ (103,406) | $ (92,493) | $ (163,240) | $ (100,379) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (163,240) | $ (85,853) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 110,123 | 116,827 |
Reorganization items (non-cash) | 22,400 | 0 |
Impairment on note receivable | 0 | 11,237 |
Reclassification of accumulated other comprehensive loss upon discontinuation of hedge accounting | 12,124 | 0 |
Gain on disposition of interests in properties and outparcels, net | (2,462) | (27,192) |
Impairment loss | 0 | 25,119 |
Change in estimate of collectibility of rental income | 8,681 | 26,745 |
Loss from unconsolidated entities, net | 3,080 | 5,786 |
Distributions of income from unconsolidated entities | 59 | 1,087 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | 29,364 | (67,926) |
Deferred costs and other assets | (10,989) | (1,027) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | 17,293 | (6,887) |
Net cash provided by (used in) operating activities | 26,433 | (2,084) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (68,744) | (99,807) |
Net proceeds from disposition of interests in properties and outparcels | 4,525 | 17,987 |
Investments in unconsolidated entities | (3,910) | (6,744) |
Distributions of capital from unconsolidated entities | 2,432 | 1,764 |
Net cash used in investing activities | (65,697) | (86,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (47) | (51) |
Redemption of limited partner units | 0 | (543) |
Distributions on common and preferred shares/units | (3,568) | (35,196) |
Proceeds from issuance of debt, net of financing costs | 48,783 | 500,849 |
Repayments of debt | (6,734) | (287,999) |
Net cash provided by financing activities | 38,434 | 177,060 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (830) | 88,176 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 130,232 | 75,475 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 129,402 | 163,651 |
Washington Prime Group, L.P. | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | (163,240) | (85,853) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 110,123 | 116,827 |
Reorganization items (non-cash) | 22,400 | 0 |
Impairment on note receivable | 0 | 11,237 |
Reclassification of accumulated other comprehensive loss upon discontinuation of hedge accounting | 12,124 | 0 |
Gain on disposition of interests in properties and outparcels, net | (2,462) | (27,192) |
Impairment loss | 0 | 25,119 |
Change in estimate of collectibility of rental income | 8,681 | 26,745 |
Loss from unconsolidated entities, net | 3,080 | 5,786 |
Distributions of income from unconsolidated entities | 59 | 1,087 |
Changes in assets and liabilities: | ||
Tenant receivables and accrued revenue, net | 29,364 | (67,926) |
Deferred costs and other assets | (10,989) | (1,027) |
Accounts payable, accrued expenses, deferred revenues and other liabilities | 17,293 | (6,887) |
Net cash provided by (used in) operating activities | 26,433 | (2,084) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net | (68,744) | (99,807) |
Net proceeds from disposition of interests in properties and outparcels | 4,525 | 17,987 |
Investments in unconsolidated entities | (3,910) | (6,744) |
Distributions of capital from unconsolidated entities | 2,432 | 1,764 |
Net cash used in investing activities | (65,697) | (86,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Distributions to noncontrolling interest holders in properties | (47) | (51) |
Redemption of limited partner units | 0 | (543) |
Distributions to unitholders | (3,568) | (35,196) |
Proceeds from issuance of debt, net of financing costs | 48,783 | 500,849 |
Repayments of debt | (6,734) | (287,999) |
Net cash provided by financing activities | 38,434 | 177,060 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (830) | 88,176 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 130,232 | 75,475 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ 129,402 | $ 163,651 |
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 Loss | Non- Controlling Interests | Redeemable Non-Controlling Interests |
Beginning balance at Dec. 31, 2019 | $ 906,575 | $ 796,349 | $ 104,251 | $ 98,325 | $ 2 | $ 1,254,788 | $ (655,492) | $ (5,525) | $ 110,226 | $ 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Redemption of limited partner units | (543) | 0 | (543) | |||||||
Other | (18) | (18) | (18) | |||||||
Equity-based compensation | 3,764 | 3,764 | 3,764 | |||||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 613 | 613 | (613) | ||||||
Distributions on common shares/units | (28,182) | (23,818) | (23,818) | (4,364) | ||||||
Distributions declared on preferred shares | (7,016) | (7,016) | (7,016) | |||||||
Other comprehensive loss | (14,526) | (12,284) | (12,284) | (2,242) | ||||||
Net (income) loss, excluding of undeclared distributions to preferred unitholders | (85,973) | (71,659) | (71,659) | (14,314) | ||||||
Ending balance at Jun. 30, 2020 | 774,081 | 685,931 | 104,251 | 98,325 | 2 | 1,259,147 | (757,985) | (17,809) | 88,150 | 3,265 |
Beginning balance at Mar. 31, 2020 | 868,275 | 765,112 | 104,251 | 98,325 | 2 | 1,257,057 | (675,935) | (18,588) | 103,163 | 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Redemption of limited partner units | (22) | (22) | ||||||||
Other | (9) | (9) | (9) | |||||||
Equity-based compensation | 1,898 | 1,898 | 1,898 | 0 | ||||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 201 | 201 | (201) | ||||||
Distributions declared on preferred shares | (3,508) | (3,508) | (3,508) | |||||||
Other comprehensive loss | 920 | 779 | 779 | 141 | ||||||
Net (income) loss, excluding of undeclared distributions to preferred unitholders | (93,473) | (78,542) | (78,542) | (14,931) | ||||||
Ending balance at Jun. 30, 2020 | 774,081 | 685,931 | 104,251 | 98,325 | 2 | 1,259,147 | (757,985) | (17,809) | 88,150 | 3,265 |
Beginning balance at Dec. 31, 2020 | 601,198 | 539,850 | 104,251 | 98,325 | 2 | 1,262,524 | (913,128) | (12,124) | 61,348 | 3,265 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exchange of limited partner units | 0 | 54,289 | 54,289 | (54,289) | ||||||
Other | (9) | (9) | (9) | |||||||
Equity-based compensation | 2,504 | 2,504 | 2,504 | |||||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | (8,955) | (8,955) | 8,955 | ||||||
Distributions to noncontrolling interests | (47) | 0 | (47) | |||||||
Undeclared cumulative preferred distributions | 0 | 0 | 3,750 | 3,266 | (7,016) | 120 | ||||
Reclassification of accumulated other comprehensive loss upon discontinuation of hedge accounting | 12,124 | 12,124 | 12,124 | |||||||
Net (income) loss, excluding of undeclared distributions to preferred unitholders | (163,360) | (151,456) | (151,456) | (11,904) | ||||||
Ending balance at Jun. 30, 2021 | 452,410 | 448,347 | 108,001 | 101,591 | 2 | 1,310,353 | (1,071,600) | 0 | 4,063 | 3,385 |
Beginning balance at Mar. 31, 2021 | 554,683 | 547,801 | 106,126 | 99,958 | 2 | 1,310,220 | (968,505) | 0 | 6,882 | 3,325 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exchange of limited partner units | 0 | 707 | 707 | (707) | ||||||
Equity-based compensation | 1,193 | 1,193 | 1,193 | |||||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 656 | (1,767) | 2,423 | (656) | |||||
Undeclared cumulative preferred distributions | 0 | 0 | 1,875 | 1,633 | (3,508) | 60 | ||||
Net (income) loss, excluding of undeclared distributions to preferred unitholders | (103,466) | (102,010) | (102,010) | (1,456) | ||||||
Ending balance at Jun. 30, 2021 | $ 452,410 | $ 448,347 | $ 108,001 | $ 101,591 | $ 2 | $ 1,310,353 | $ (1,071,600) | $ 0 | $ 4,063 | $ 3,385 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Equity (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distributions per common share (usd per share) | $ 1.125 | |||
Distributions to preferred unitholders | $ 60 | $ 60 | $ 120 | $ 120 |
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, 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 | (18) | (18) | (18) | (18) | |||||
Equity-based compensation | 3,764 | 3,764 | 3,764 | 3,764 | |||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 0 | 0 | 613 | 613 | (613) | |||
Distributions on common units | (28,182) | (28,131) | (51) | (23,818) | (23,818) | (4,313) | |||
Distributions declared on preferred units | (7,016) | (7,016) | (120) | (7,016) | (7,016) | ||||
Other comprehensive loss | (14,526) | (14,526) | (14,526) | (12,284) | (12,284) | (2,242) | |||
Net income (loss) | (85,973) | (85,973) | (85,973) | 120 | (71,659) | 7,016 | (78,675) | (14,314) | |
Ending balance at Jun. 30, 2020 | 774,081 | 773,099 | 982 | 3,265 | 685,931 | 202,576 | 483,355 | 87,168 | |
Beginning balance at Mar. 31, 2020 | 868,275 | 867,293 | 982 | 3,265 | 765,112 | 202,576 | 562,536 | 102,181 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Redemption of limited partner units | (22) | (22) | (22) | (22) | |||||
Other | (9) | (9) | (9) | (9) | |||||
Equity-based compensation | 1,898 | 1,898 | 1,898 | 1,898 | |||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 0 | 0 | 201 | 201 | (201) | |||
Distributions declared on preferred units | (3,508) | (3,508) | (60) | (3,508) | (3,508) | ||||
Other comprehensive loss | 920 | 920 | 920 | 779 | 779 | 141 | |||
Net income (loss) | (93,473) | (93,473) | (93,473) | 60 | (78,542) | 3,508 | (82,050) | (14,931) | |
Ending balance at Jun. 30, 2020 | 774,081 | 773,099 | 982 | 3,265 | 685,931 | 202,576 | 483,355 | 87,168 | |
Beginning balance at Dec. 31, 2020 | 601,198 | 600,201 | 997 | 3,265 | 539,850 | 202,576 | 337,274 | 60,351 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Exchange of limited partner units | 0 | 0 | 0 | 54,289 | 54,289 | (54,289) | |||
Other | (9) | (9) | (9) | (9) | |||||
Equity-based compensation | 2,504 | 2,504 | 2,504 | 2,504 | |||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 0 | 0 | (8,955) | (8,955) | 8,955 | |||
Distributions to noncontrolling interests | (47) | (47) | 0 | (47) | |||||
Undeclared cumulative preferred distributions | 0 | 0 | 0 | 120 | 7,016 | (7,016) | |||
Reclassification of accumulated other comprehensive loss upon discontinuation of hedge accounting | 12,124 | 12,124 | 12,124 | 12,124 | 12,124 | ||||
Net income (loss) | (163,360) | (163,360) | (163,360) | (151,456) | (151,456) | (11,904) | |||
Ending balance at Jun. 30, 2021 | 452,410 | 451,460 | 950 | 3,385 | 448,347 | 209,592 | 238,755 | 3,113 | |
Beginning balance at Mar. 31, 2021 | 554,683 | 553,733 | 950 | 3,325 | 547,801 | 206,084 | 341,717 | 5,932 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Exchange of limited partner units | 0 | 0 | 0 | 707 | 707 | (707) | |||
Equity-based compensation | 1,193 | 1,193 | 1,193 | 1,193 | |||||
Adjustments to limited partners' interests from change in ownership in the Operating Partnership | 0 | 0 | 0 | 656 | 656 | (656) | |||
Undeclared cumulative preferred distributions | 0 | 0 | 0 | 60 | 0 | 3,508 | (3,508) | ||
Net income (loss) | $ (103,466) | (103,466) | (103,466) | (102,010) | (102,010) | (1,456) | |||
Ending balance at Jun. 30, 2021 | $ 452,410 | $ 451,460 | $ 950 | $ 3,385 | $ 448,347 | $ 209,592 | $ 238,755 | $ 3,113 |
Unaudited Consolidated Statem_6
Unaudited Consolidated Statement of Equity - LP (Parentheticals) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Statement of Partners' Capital [Abstract] | |
Distribution on common units (usd per unit) | $ 1.125 |
Organization and Basis of Prese
Organization and Basis of Presentation and Consolidation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation and Consolidation | Organization and Basis of Presentation and Consolidation 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 U.S. 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 June 30, 2021, 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 51 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. Basis of Presentation and 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 June 30, 2021 and December 31, 2020 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. Due to the seasonal nature of certain operational activities, the results for the interim period ended June 30, 2021 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 2020 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the "2020 Form 10-K"). These consolidated financial statements have been prepared as if the Company were a going concern in accordance with Financial Standards Accounting Board ("FASB") Accounting Standards Codification ("ASC") Topic 852 - "Reorganizations" ("Topic 852"). See Note 2 - "Chapter 11 Cases and Ability to Continue as a Going Concern" for details regarding the bankruptcy filing. As a result, the Company has segregated prepetition unsecured or under secured liabilities and obligations whose treatment and satisfaction are dependent on the outcome of the Chapter 11 Cases (as defined below) and have classified these items as "Liabilities subject to compromise" on the Company's accompanying consolidated balance sheets. Further, the Company has classified all expenses that were incurred prior to the Chapter 11 Cases but related to our restructuring efforts as prepetition charges in the Company's accompanying consolidated statements of operations and comprehensive loss. In addition, the Company has classified all expenses that were incurred as a result of the Chapter 11 Cases subsequent to the filing as reorganization items in the Company's accompanying consolidated statements of operations and comprehensive loss. Reorganization items can also include realized gains or losses on liabilities subject to compromise in addition to postpetition legal and professional fees. Reverse-Stock Split On December 17, 2020, WPG Inc.'s common shareholders approved an amendment to WPG Inc.'s Amended and Restated Articles of Incorporation that effectuated a reverse-stock split (see Note 9 - "Equity" for additional details). Unless otherwise noted, all common share/unit and per share/unit information contained herein has been restated to reflect the effect of the reverse stock split as if it had occurred as of the beginning of the earliest period presented. COVID-19 The novel strain of coronavirus ("COVID-19") continues to have a negative impact on both the Company's operations and our tenants' revenues and businesses. While all of our shopping centers were open during the six months ended June 30, 2021, certain applicable operational limitations and restrictions remain in effect. In addition, during the six months ended June 30, 2021, we granted additional rent relief to certain of our tenants through a combination of approximately $3.3 million of rent abatements as well as rent deferrals to future periods which has impacted our fiscal year 2021 operating cash flows. 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. The situation continues to evolve as vaccine distribution continues to accelerate while certain geographic regions across the United States are experiencing a surge in new cases as a result of mutant strains of COVID-19, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases. Additional impacts to the business and operations may arise of which the Company is not currently aware. The Company cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the timing of potential additional closure requirements or the subsequent lifting of any said restrictions. 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 six months ended June 30, 2021 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 six months ended June 30, 2021, 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. As of June 30, 2021, 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 93.0% and 84.7% for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, and December 31, 2020, WPG Inc.'s ownership interest in WPG L.P. was 98.7% and 84.8%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P. |
Chapter 11 Cases and Ability to
Chapter 11 Cases and Ability to Continue as a Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Chapter 11 Cases and Ability to Continue as a Going Concern | Chapter 11 Cases and Ability to Continue as a Going Concern Voluntary Reorganization Under Chapter 11 On June 11, 2021, WPG Inc., WPG L.P. and certain of their direct and indirect subsidiaries (collectively, the "Company Parties"), entered into a Restructuring Support Agreement (the "Restructuring Support Agreement" or "RSA") with certain creditors (the "Consenting Stakeholders"), which as of the Agreement Effective Date (as defined in the RSA), represented at least 74.5% of the $997.0 million aggregate principal amount of the Term Loan and Revolver (both as defined in Note 6 - "Indebtedness"), or the "2018 Credit Facility Claims," at least 62.0% of the $340.0 million aggregate principal amount of the December 2015 Term Loan (as defined in Note 6 - "Indebtedness"), or the "2015 Credit Facility Claims," 100.0% of the aggregate $65.0 million principal amount of the term loan secured by Weberstown Mall, located in Stockton, California (the "Weberstown Term Loan"), or the "Weberstown Term Loan Facility Claims," and at least 66.7% of the $720.9 million aggregate principal amount of the Senior Notes due 2024 (the "Senior Notes") or the "Unsecured Notes Claims." Under the RSA, the Consenting Stakeholders have agreed, subject to certain terms and conditions, to support a financial restructuring (the "Restructuring") of the existing corporate debt of, existing equity interests in, and certain other obligations of the Company Parties, pursuant to the chapter 11 plan of reorganization (as may be amended, modified, or supplemented from time to time, the "Plan") that was filed on June 23, 2021 in the chapter 11 cases (the "Chapter 11 Cases") commenced by the Company Parties on June 13, 2021 (the "Petition Date") by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Company Parties are authorized to continue to operate their businesses and manage their properties as debtors-in-possession pursuant to the Bankruptcy Code. The Bankruptcy Court granted certain "first-day" relief requested by the Company Parties providing the authority, among other things, to pay employee wages and benefits and pay certain vendors and business partners for goods and services provided both before and after the Petition Date so that those designated vendors and business partners who continue to work with the Company Parties on existing terms will be paid in full and in the ordinary course of business. The Company Parties' Chapter 11 Cases are being jointly administered for procedural purposes only under the caption In re Washington Prime Group Inc., et al., Case No. 21-31948 (MI). The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the applicable credit agreements governing the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The Company Parties believe that any efforts to enforce the financial obligations under the applicable credit agreements are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court and the creditors' rights of enforcement in respect to the applicable credit agreements are subject to the applicable provisions of the Bankruptcy Code. In connection with the Chapter 11 Cases, the Company obtained debtor-in-possession ("DIP") financing in the aggregate principal amount of up to $100.0 million under a non-amortizing multi-draw super-priority secured term loan credit facility (the "DIP Facility"), bearing interest at the greater of the London Inter-Bank Offered Rate ("LIBOR") and the Benchmark Replacement Adjustment (as defined in the DIP Facility) (which, in each case, is deemed to be 0.75%, if less than 0.75%) plus 4.25% and 3.25% per annum, respectively. The DIP Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The proceeds of all or a portion of the DIP Facility may be used for, among other things, general corporate purposes, including working capital, administrative costs, redevelopment costs, tenant obligations, expenses and fees of the transactions contemplated by the Chapter 11 Cases, for payment of court approved adequate protection obligations and other such purposes consistent with the DIP Facility. As of June 30, 2021, $50.0 million was outstanding under the DIP Facility, of which $1.5 million was used to pay applicable administrative agent fees and the interest rate for the initial borrowing was 5.0% per annum. Pursuant to the RSA and the Plan, the Company Parties have a right to "toggle" from an equitization plan (the "Equitization Restructuring") or an alternative value-maximizing transaction that would repay, in full in cash, all of the Company's corporation-level debt. Whether an alternative transaction is available depends on the results of the Company's 60-day postpetition continuation of its prepetition marketing process. If elected, the Equitization Restructuring, tied to certain milestones in the RSA, provides for the treatment of each class of claims and interests as follows: • 2018 Credit Facility Claims and 2015 Credit Facility Claims: Each holder shall receive its pro rata share of (i) new term loan exit facility in an aggregate principal amount of approximately $1.2 billion plus, at the election of the Plan sponsor, certain prepetition and postpetition interest and (ii) $150.0 million cash plus cash in the amount of any accrued and unpaid (a) adequate protection payments and (b) prepetition and postpetition interest not added to the principal balance of the new term loan exit facility; • Weberstown Term Loan Facility Claims: Each holder shall receive its pro rata share of (i) new term loan exit facility in the aggregate principal amount of $25.0 million plus, at the election of the Plan sponsor, certain prepetition and postpetition interest and (ii) $40.0 million cash plus cash in the amount of any accrued and unpaid (a) adequate protection payments and (b) prepetition and postpetition interest not added to the principal balance of the new term loan exit facility; • Secured Property-Level Debt and Guarantee Claims: To the extent that any secured property-level debt and guarantee claims exist, such secured property-level mortgage claims shall be reinstated, unimpaired, or receive treatment reasonably acceptable to the Plan sponsor; • Unsecured Notes Claims: Each holder shall receive its pro rata share of (i) 100% of the new common equity, less any new common equity distributed to holders of existing equity interests electing to receive new common equity, subject to dilution on account of the management incentive plan, and the equity rights offering and (ii) the right to purchase their pro rata share of 50% of the new common equity offered in the equity rights offering; • General Unsecured Claims: Each holder shall, at the option of the applicable Company Party, (i) receive payment in full in cash or (ii) be reinstated; • Existing Preferred Equity Interests: Subject to certain eligibility requirements and election rights set forth in the Plan, each holder shall receive: (i) if the class of existing preferred equity interests votes to accept the Plan, such holder’s pro rata share of the (A) preferred equity cash pool, which shall equal $20.0 million if the class of existing common equity interests votes to accept the Plan and $40.0 million otherwise or (B) the preferred equity pool, which shall equal 3.0625% if the class of existing common equity interests votes to accept the Plan and 6.1250% otherwise; or (ii) if the class of existing preferred equity interests votes to reject the Plan, each holder of existing preferred equity interests shall not receive any distribution on account of such existing preferred equity interests, which will be canceled, released, and extinguished as of the agreement effective date, and will be of no further force or effect; and • Existing Common Equity Interests: Subject to certain eligibility requirements and election rights set forth in the Plan, each holder shall receive: (i) if the class of existing preferred equity interests and the class of common equity interests vote to accept the Plan, such holder’s pro rata share of (A) $20.0 million or (B) 3.0625% of new common equity; or (ii) if the class of existing preferred equity interests or existing common equity interests vote to reject the Plan, holders of existing common equity interests shall not receive any distribution on account of such interests, which will be canceled, released, and extinguished as of the agreement effective date, and will be of no further force or effect. As part of the Equitization Restructuring, the Company Parties intend to conduct a backstopped equity rights offering to raise up to $325.0 million in cash from the offer and sale of new common equity. 50% of the equity rights are available to holders of the Senior Notes and 50% are available to certain of the Consenting Stakeholders, which have agreed to fully backstop the equity rights offering. The new common equity issued in the equity rights offering will dilute the new common equity distributed to holders of Unsecured Notes Claims, as explained above, on account of such claims, and any portion of the equity rights offering in excess of $260.0 million and new common equity issued on account of the management incentive plan will also dilute the new common equity distributed to holders of existing equity interests. The Plan also contains a proposed debtor release provision and third-party release provision that releases certain claims belonging to holders of claims and equity interests that to do not opt out of such third-party release. The releases in the Plan are subject to the Bankruptcy Court’s approval. The RSA contains various milestones, including the following: (a) no later than two five The Company cannot predict the ultimate outcome of its Chapter 11 Cases at this time or the satisfaction of any of the RSA milestones yet to come. For the duration of the Company’s Chapter 11 proceedings, the Company’s operations and ability to develop and execute its business plan are subject to the risks and uncertainties associated with the Chapter 11 process. As a result of these risks and uncertainties, the amount and composition of the Company’s assets, liabilities, officers and/or directors could be significantly different following the outcome of the Chapter 11 proceedings, and the description of the Company’s operations, properties and liquidity and capital resources included in this quarterly report may not accurately reflect its operations, properties and liquidity and capital resources following the Chapter 11 process. See "Risk Factors" in Part II Item 1A of this form 10-Q for more information. In particular, subject to certain exceptions, under the Bankruptcy Code, the Company Parties may assume, assume and assign or reject executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a prepetition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Company Parties of performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach subject, in the case of the rejection of unexpired leases of real property, to certain caps on damages. Counterparties to such rejected contracts or leases may assert unsecured claims in the Bankruptcy Court against the applicable Company Party’s estate for such damages. Generally, the assumption or assumption and assignment of an executory contract or unexpired lease requires the Company Parties to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance thereunder. Accordingly, any description of an executory contract or unexpired lease with the Company Parties in this quarterly report, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease with the Company Parties is qualified by any overriding rights the Company has under the Bankruptcy Code. Further, nothing herein is or shall be deemed an admission with respect to any claim amounts or calculations arising from the assumption, assumption and assignment or rejection of any executory contract or unexpired lease and the Company Parties expressly preserve all of their rights with respect thereto. Prepetition Charges Expenses that were realized or incurred prior to the Petition Date in relation to the Company’s efforts to restructure its corporate-level debt are recorded in prepetition charges in the Company’s accompanying consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2021, the Company incurred prepetition charges of approximately $38.1 million and $52.5 million, respectively, which consisted of legal, professional and transaction success fees. The Company expects to continue to incur ongoing legal and professional fees as the Chapter 11 Cases proceed. In addition, the Company's arrangements with certain providers of legal and professional services include transaction success fees totaling approximately $11.7 million that are payable upon approval of the Plan by the Bankruptcy Court and achievement of certain other milestones. No such costs were incurred in 2020. Reorganization Items Any expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date, and as a direct result of the Chapter 11 Cases, are recorded in reorganization items in the Company’s accompanying consolidated statements of operations and comprehensive loss. The following table presents the reorganization items incurred for the three and six months ended June 30, 2021: For the Three and Six Months Ended June 30, 2021 Write off of debt issuance costs, including debt discount (non-cash) $ 21,331 Legal and professional fees 3,058 Reorganization items $ 24,389 Liabilities Subject to Compromise As of June 30, 2021, the Company has reclassified certain liabilities to liabilities subject to compromise in the Company's accompanying consolidated balance sheets. These liabilities are reported at the amounts expected to be allowed as claims by the Bankruptcy Court, although they may ultimately be settled for less. The following table presents the Company's liabilities subject to compromise as of June 30, 2021: June 30, 2021 Senior Notes $ 720,900 Revolver 647,000 Term Loan 350,000 December 2015 Term Loan 340,000 Weberstown Term Loan 65,000 Unpaid accrued interest 50,311 Prepetition unsecured or undersecured claims 85,898 $ 2,259,109 The classification of liabilities "not subject to compromise" versus liabilities "subject to compromise" is based on currently available information, analysis, and accruals as of June 30, 2021. As the Chapter 11 Cases proceed and additional information and analysis is completed, or as the Bankruptcy Court rules on relevant matters, the classification of amounts may change and such changes may be significant. Condensed Combined Financial Statements - Company Parties (Debtors-In-Possession) The condensed combined financial statements of the Company Parties has been prepared to include the accounts of the Company Parties and excludes equity interests in and, the results of, certain subsidiaries that are not party to the Chapter 11 Cases. Intercompany transactions among the Company Parties have been eliminated in consolidation and intercompany transactions with subsidiaries that are not party to the Chapter 11 Cases have not been eliminated. The following table presents the condensed combined statement of operations of the Company Parties for the six months ended June 30, 2021: For the Six Months Ended June 30, 2021 Total revenues $ 189,450 Depreciation and amortization (74,844) Expenses (158,349) Interest expense (79,023) Reorganization items (24,389) Gain on disposition of interests in properties, net 2,462 Income and other taxes 129 Net loss $ (144,564) The following table presents the condensed combined balance sheet of the Company Parties as of June 30, 2021: June 30, 2021 ASSETS: Investment properties at cost $ 4,266,172 Less: accumulated depreciation (1,754,162) Net investment in real estate 2,512,010 Cash and cash equivalents 60,671 Restricted cash 1,410 Intercompany due from non-debtor entities 67,321 Tenant receivables and accrued revenue, net 62,024 Deferred costs and other assets 74,041 Total assets $ 2,777,477 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: Accounts payable, accrued expenses, intangibles, and deferred revenues $ 76,262 Debtor in possession financing 50,000 Intercompany due to non-debtor entities 34,397 Other indebtedness 91,406 Total liabilities not subject to compromise 252,065 Total liabilities subject to compromise 2,259,109 Total liabilities 2,511,174 Redeemable noncontrolling interests 3,385 Stockholders' equity 261,968 Noncontrolling interests 950 Total liabilities, redeemable noncontrolling interests and equity $ 2,777,477 The following table presents the condensed combined statement of cash flows of the Company Parties for the six months ended June 30, 2021: For the Six Months Ended June 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (144,564) Adjustments to reconcile net loss to net cash used in by operating activities: Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation 78,439 Reorganization items (non-cash) 22,400 Changes in other assets and liabilities, net 38,232 Net cash used in operating activities (5,493) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net (45,743) Net cash used in investing activities (45,743) CASH FLOWS FROM FINANCING ACTIVITIES Distributions to noncontrolling interest holders in properties, preferred unit holders and non-debtor entities, net (4,789) Proceeds from issuance of debt, net of financing costs 49,573 Net cash provided by financing activities 44,784 NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (6,452) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period 68,533 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ 62,081 Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet Cash and cash equivalents $ 60,671 Restricted cash 1,410 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ 62,081 SUPPLEMENTAL INFORMATION: Cash paid for reorganization items $ 1,989 Going Concern Considerations 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. 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 on August 9, 2021. The accompanying consolidated financial statements have been prepared in conformity with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern. The filing of the Chapter 11 Cases by the Company Parties constituted an event of default that resulted in the automatic acceleration of certain monetary obligations to be immediately due and payable with respect to the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the WPG L.P.'s subsidiaries, which may result in the acceleration of the outstanding principal and other sums due. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 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. Reclassifications For the six months ended June 30, 2021, provision for bad debt related to certain ancillary income of $246 was reclassified from rental to other income and for three and six months ended June 30, 2020, provision for bad debt related to certain ancillary income of $707 and $885, respectively, was reclassified from rental income to other income, respectively, to conform with the 2021 presentation. New Accounting Pronouncements 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 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 June 30, 2021, we had approximately $100.3 million of our aggregate consolidated indebtedness currently indexed to LIBOR and approximately $1.4 billion of our aggregate consolidated indebtedness that was previously indexed to LIBOR but is currently indexed to U.S. Prime (see Note 6 - "Indebtedness" for additional discussion). In addition, as of June 30, 2021, we have certain derivative contracts that are indexed to LIBOR (see Note 7 – “Derivative Financial Instruments” for details) that previously hedged certain variable rate debt instruments. 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 six months ended June 30, 2021 and 2020: Balance at June 30, Balance at December 31, 2021 2020 2020 2019 Cash and cash equivalents $ 91,318 $ 127,019 $ 92,618 $ 41,421 Restricted cash 38,084 36,632 37,614 34,054 Total cash, cash equivalents and restricted cash $ 129,402 $ 163,651 $ 130,232 $ 75,475 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 June 30, 2021 and December 31, 2020. |
Investment in Real Estate
Investment in Real Estate | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Investment in Real Estate | Investment in Real Estate 2021 Dispositions We are party to a purchase and sale agreement 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 six months ended June 30, 2021: Sales Date Parcels Sold Purchase Price Sales Proceeds January 27, 2021 1 $ 2,121 $ 2,109 Based upon the closings above and amendments executed as of June 30, 2021, the Company has approximately $15.6 million of gross proceeds remaining to close, subject to due diligence and closing conditions. Additionally, during the six months ended June 30, 2021, the Company sold certain developed outparcels for an aggregate purchase price of approximately $2.6 million, receiving net proceeds of approximately $2.4 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 2021 disposition activities, the Company recorded a net gain of $2.5 million for the six months ended June 30, 2021, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss. 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. The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and six months ended June 30, 2020: Sales Date Parcels Sold Purchase Price Sales Proceeds February 13, 2020 2 $ 1,961 $ 1,945 Additionally, during the six months ended June 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 $0.4 million and $27.2 million for the three and six months ended June 30, 2020, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss. Impairment 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). We did not have any impairment losses during the quarter ended June 30, 2021. 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 a single tenant outparcel located in Topeka, Kansas (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 Topeka Property, the fair value was based on general market conditions (Level 3 inputs). We did not have any impairment losses during the quarter ended March 31, 2021. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities, at Equity | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 and June 30, 2020 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 1, 2020 at which time the O'Connor Joint Venture I extended the maturity of the mortgage loan pursuant to the terms and payment requirements noted above. • 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 $2.6 million and $5.0 million for the three and six months ended June 30, 2021, respectively, and $1.2 million and $3.4 million for the three and six months ended June 30, 2020, respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive loss. Advances to the joint ventures totaled $0.3 million as of June 30, 2021 and December 31, 2020, 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 six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Total revenues $ 56,733 $ 44,342 $ 111,462 $ 107,565 Operating expenses 25,037 20,869 49,750 47,769 Depreciation and amortization 20,284 20,916 41,350 46,305 Operating income 11,412 2,557 20,362 13,491 Gain on sale of interests in properties — 2,039 — 2,039 Gain on extinguishment of debt — — — 15,605 Interest expense, taxes, and other, net (12,127) (12,142) (24,118) (24,569) Net (loss) income of the Company's unconsolidated real estate entities $ (715) $ (7,546) $ (3,756) $ 6,566 Our share of loss from the Company's unconsolidated real estate entities $ (873) $ (4,754) $ (3,080) $ (5,786) The following table presents the combined balance sheets of our joint ventures as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Assets: Investment properties at cost, net $ 1,831,075 $ 1,829,481 Construction in progress 36,277 50,794 Cash and cash equivalents 53,219 41,273 Tenant receivables and accrued revenue, net 34,313 45,877 Deferred costs and other assets (1) 287,191 295,121 Total assets $ 2,242,075 $ 2,262,546 Liabilities and Members’ Equity: Mortgage notes payable $ 1,208,180 $ 1,214,679 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 282,723 293,336 Total liabilities 1,490,903 1,508,015 Members’ equity 751,172 754,531 Total liabilities and members’ equity $ 2,242,075 $ 2,262,546 Our share of members’ equity, net $ 394,219 $ 396,370 Our share of members’ equity, net $ 394,219 $ 396,370 Advances and excess investment 20,446 19,969 Net investment in and advances to unconsolidated entities, at equity $ 414,665 $ 416,339 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $64,112 and $68,028 as of June 30, 2021 and December 31, 2020, respectively. Additionally, includes right-of-use assets of $173,445 and $173,304 related to ground leases for which our joint ventures are the lessees as of June 30, 2021 and December 31, 2020, respectively. (2) Includes the net book value of below market leases of $32,876 and $35,882 as of June 30, 2021 and December 31, 2020, respectively. Additionally, includes lease liabilities of $173,445 and $173,304 related to ground leases for which our joint ventures are the lessees as of June 30, 2021 and December 31, 2020, respectively. |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Mortgage Debt Total mortgage indebtedness at June 30, 2021 and December 31, 2020 was as follows: June 30, December 31, Face amount of mortgage loans $ 1,032,641 $ 1,104,375 Fair value adjustments, net 1,059 1,685 Debt issuance cost, net (4,392) (4,407) Carrying value of mortgage loans $ 1,029,308 $ 1,101,653 A roll forward of mortgage indebtedness from December 31, 2020 to June 30, 2021 is summarized as follows: Balance at December 31, 2020 $ 1,101,653 Write off of issuance costs associated with liabilities subject to compromise 19 Debt amortization payments (6,734) Reclass of Weberstown Term Loan to liabilities subject to compromise (65,000) Issuance costs incurred upon debt modifications (790) Amortization of fair value and other adjustments (626) Amortization of debt issuance costs 786 Balance at June 30, 2021 $ 1,029,308 On June 8, 2021, the borrower, a consolidated subsidiary of WPG L.P., executed an extension of the $50.3 million non-recourse mortgage loan secured by Town Center at Aurora, located in Aurora, Colorado. Under the terms of the extension, the maturity date was extended to April 1, 2024, with two additional one-year extension options available to the borrower. The extension requires monthly interest payments and a quarterly principal payment of $0.3 million and will bear interest at one-month LIBOR plus 300 basis points per annum. On June 8, 2021, the $65.0 million Weberstown Term Loan matured (see Note 2 - "Chapter 11 Cases and Ability to Continue as a Going Concern" for additional details). On April 22, 2021, the borrower, a consolidated subsidiary of WPG L.P., executed a modification of the $35.4 million full-recourse mortgage loan secured by Southgate Mall, located in Missoula, Montana. The modification addressed a technical default resulting from a shortfall in the debt service coverage ratio, and extended the maturity of the mortgage note to September 27, 2023. Under the modified terms, the mortgage loan bears interest at U.S. Prime plus 150 basis points, with a floor of 4.75% per annum. Corporate and Other Debt On February 15, 2021, we deferred the approximately $23.2 million semi-annual interest payment on the Senior Notes and commenced a 30-day grace period under the terms of the indenture governing the Senior Notes. On June 13, 2021, or the Petition Date, the Company Parties commenced the Chapter 11 Cases in the Bankruptcy Court and filed the Plan and disclosure statement in connection with such cases. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the applicable credit agreements governing the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The Company Parties believe that any efforts to enforce the financial obligations under the applicable credit agreements are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court and the creditors' rights of enforcement in respect to the applicable credit agreements are subject to the applicable provisions of the Bankruptcy Code. During the three months ended March 31, 2021, the stated interest rates, depending on total leverage levels, on our Revolver, Term Loan and December 2015 Term Loan (see below for capitalized terms) switched from a range of LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50% to a range of U.S. Prime plus 1.00% to 1.60% pursuant to the terms of the underlying debt agreements. Additionally, due to the commencement of the Chapter 11 Cases, the December 2015 Term Loan, the Revolver and the Term Loan were assessed an additional 200 basis point default interest rate and the Weberstown Term Loan was assessed an additional 300 basis point default interest rate from March 15, 2021 through the Petition Date, which resulted in additional interest expense of approximately $7.1 million for the three and six months ended June 30, 2021. Stated rates in the table below include any default spreads but may not be indicative of future interest costs as the payment of postpetition default interest may not occur. 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. The following table identifies our total corporate debt outstanding at June 30, 2021 and December 31, 2020: June 30, December 31, Debtor-in-possession financing Face amount (1) $ 50,000 $ — Notes payable: Face amount - Senior Notes due 2024 (2)(9) $ 720,900 $ 720,900 Debt discount, net — (6,338) Debt issuance costs, net — (4,086) Total carrying value of notes payable $ 720,900 $ 710,476 Term loans Face amount - Term Loan (3)(4)(9) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5)(9) 340,000 340,000 Face amount - Weberstown Term Loan (7)(9) 65,000 — Debt issuance costs, net — (8,437) Total carrying value of term loans $ 755,000 $ 681,563 Revolving credit facility: (3)(6) Face amount (9) $ 647,000 $ 647,000 Debt issuance costs, net — (7,024) Total carrying value of revolving credit facility $ 647,000 $ 639,976 Other indebtedness: (8) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,483) (1,509) Future accretion, net (16,396) (19,969) Total carrying value of other indebtedness $ 91,406 $ 87,807 (1) The DIP Facility provides for financing in the aggregate principal amount of $100.0 million under a non-amortizing multiple draw super-priority secured term loan facility and bears interest at the greater of LIBOR or 0.75% plus 4.25% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount and bear interest at 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 U.S. Prime plus 3.60% or 6.85% per annum and will mature on December 30, 2022. (5) The December 2015 Term Loan bears interest at U.S. Prime plus 3.60% or 6.85% per annum and will mature on January 10, 2023. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at U.S. Prime plus 3.25%, 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 June 30, 2021, we had an aggregate available borrowing capacity of $3.0 million under the Revolver, however, we are unable to draw on the remaining capacity at this time. At June 30, 2021, the applicable interest rate on the Revolver was U.S. Prime plus 3.25%, or 6.50% per annum. (7) The Weberstown Term Loan bears interest at the greater of LIBOR or 50 basis points, plus 5.30% or 5.80% and matured on June 1, 2021. In connection with the commencement of the Chapter 11 Cases, this term loan was reclassified from mortgage notes payable to liabilities subject to compromise as of June 30, 2021. (8) Represents the financial liability associated with our failed sale and master ground 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% per annum during the repurchase period. (9) In connection with the commencement of the Chapter 11 Cases, the principal amount of the applicable corporate debt was reclassified to liabilities subject to compromise in the accompanying consolidated balance sheet as of June 30, 2021 and the applicable debt issuance costs and discounts were written off to reorganization items. 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. On February 15, 2021, we deferred the semi-annual interest payment on the Senior Notes. On June 13, 2021 the Company Parties commenced the Chapter 11 Cases in the Bankruptcy Court. The filing of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under the applicable credit agreements governing the December 2015 Term Loan, the Revolver, the Senior Notes, the Term Loan and the Weberstown Term Loan. The Company Parties believe that any efforts to enforce the financial obligations under the applicable credit agreements are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court and the creditors' rights of enforcement in respect to the applicable credit agreements are subject to the applicable provisions of the Bankruptcy Code. The total balance of mortgages was approximately $1.0 billion as of June 30, 2021. At June 30, 2021, 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. The consolidated subsidiaries discussed below are not subject to the Chapter 11 Cases. On June 30, 2021, we received a letter dated the same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $77.0 million mortgage loan secured by Dayton Mall, located in Dayton, Ohio, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. On June 30, 2021, we received a letter dated June 28, 2021, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $67.7 million mortgage loan secured by Brunswick Square Mall, located in East Brunswick, New York, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. On June 17, 2021, the $92.6 million mortgage loan secured by Cottonwood Mall, located in Albuquerque, New Mexico, was transferred to special servicing because the borrower, a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in May 2021. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. The Company continues to own, manage and lease the property. During the first quarter of 2021, the borrower, a consolidated subsidiary of WPG L.P., on the $35.4 million full-recourse mortgage loan secured by Southgate Mall experienced a technical default as a result of the debt service coverage ratio being below the minimum allowable ratio. On April 22, 2021, as described above, the borrower executed a modification of the mortgage loan to cure the technical default. On February 9, 2021, we received a notice of default letter, dated that same day, 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 funds maintained in the cash management account were insufficient to pay the full January 2021 mortgage payment. On April 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On February 2, 2021, we received a notice of default letter, dated December 8, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $16.6 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina. The notice was issued by the special servicer because the borrower elected to not make monthly debt service payments beginning in April 2020 in response to the COVID-19 pandemic. On March 8, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. 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 the COVID-19 pandemic. On August 2, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG continues to hold title to the property. On May 13, 2020, we received a letter dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee, was transferred to special servicing because the borrower elected to not make monthly debt service payments beginning in April 2020. On May 25, 2021, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer of the non-recourse loan. An affiliate of WPG continues to hold title to 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. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG 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. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. The borrower continues to have discussions with the special servicer regarding this non-recourse loan. An affiliate of WPG still holds title to the property (see Note 12 - "Subsequent Events"). The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of June 30, 2021. 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 June 30, 2021 and December 31, 2020 are summarized as follows: June 30, 2021 December 31, 2020 Book value of fixed-rate mortgages (1) $982,391 $1,039,375 Fair value of fixed-rate mortgages $987,693 $1,057,727 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.96 % 3.79 % Book value of fixed-rate corporate debt (1) $109,285 $1,420,185 Fair value of fixed-rate corporate and other debt $158,287 $1,203,079 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate and other debt 12.40 % 10.22 % (1) Excludes debt issuance costs and applicable debt discounts. Additionally, excludes any debt that is subject to compromise as part of the Chapter 11 Cases. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
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. Pursuant to the forbearance agreements executed prior to the Petition Date and the uncertainty surrounding the current and forecasted payment of LIBOR-indexed interest, we discontinued hedge accounting on all of our derivatives described below as of January 1, 2021. As a result, approximately $12.1 million was released from AOCL to interest expense as the Company is not able to assert that future interest payments are probable of occurring. As of June 30, 2021, the Company had 11 outstanding interest rate derivatives with a current notional value of $640.3 million, of which 4 derivatives with a current notional amount of $250.0 million had matured and were subject to final settlement of accrued interest of approximately $1.1 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 June 30, 2021 and December 31, 2020: Derivatives designated as hedging instruments: Balance Sheet June 30, 2021 December 31, 2020 Interest rate products Asset derivatives Deferred costs and other assets $ 6 $ — Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ — $ 14,380 Interest rate products Liability derivatives Liabilities subject to compromise $ 7,987 $ — The asset derivative instruments were reported at their fair value of $6 and $0 at June 30, 2021 and December 31, 2020, respectively. The liability derivative instruments were reported at their fair value of $8.0 million and $14.4 million at June 30, 2021 and December 31, 2020, respectively. Prior to January 1, 2021, cash flow hedge accounting was applied to these derivatives with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Beginning January 1, 2021, all changes in value of the derivatives are recognized immediately in interest expense. For the six months ended June 30, 2021, a gain of approximately $0.1 million was recognized in interest expense based on the $6.4 million change in value of the derivatives, net of $6.3 million of interest expense related to the periodic interest settlement. The table below presents the effect of the Company's derivative financial instruments qualifying for hedge accounting on the consolidated statements of comprehensive loss for the three and six months ended June 30, 2020: Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2020 Amount of Loss Recognized in OCL on Derivatives Interest expense $ (1,760) $ (17,969) Amount of Loss Reclassified from AOCL into Income Interest expense $ 2,680 $ 3,443 The table below presents the effect of the Company's derivative financial instruments qualifying for hedge accounting on the consolidated statements of operations for the three and six months ended June 30, 2020: Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2020 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (37,445) $ (76,080) Amount of loss reclassified from accumulated other comprehensive loss into interest expense $ 2,680 $ 3,443 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 June 30, 2021, 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 $9.1 million. As of June 30, 2021, the Company has not posted any collateral related to these agreements. Upon the filing of the Chapter 11 Cases, the Company was in default with the provisions as of June 30, 2021 and are required to settle its obligations under these agreements. The termination value of $9.1 million is included in liabilities subject to compromise in the accompanying consolidated balance sheet as of June 30, 2021. 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 June 30, 2021 and December 31, 2020, 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 present the Company’s net assets and (liabilities) measured at fair value as of June 30, 2021 and December 31, 2020 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 June 30, 2021 Derivative instruments, net $ — $ (7,981) $ — $ (7,981) Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2020 Derivative instruments, net $ — $ (14,380) $ — $ (14,380) |
Rental Income
Rental Income | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Rental Income | Rental IncomeWe 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 either a fixed minimum rent or percentage 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. In making this estimation, we evaluate information that includes the age of billed receivables, collection history, lease concessions granted by the Company and tenants' financial condition to assess the probability of collection. 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 component and non-lease component (i.e. CAM) 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 six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Operating lease payments, fixed $ 102,733 $ 125,366 $ 209,499 $ 256,871 Operating lease payments, variable 30,177 12,897 59,589 32,001 Amortization of straight-line rent, inducements, and rent abatements 2,606 (21,586) (517) (20,777) Net amortization/accretion of above and below-market leases 1,073 1,712 2,035 2,818 Change in estimate of collectibility of rental income (2,455) (21,632) (8,681) (26,745) Total rental income $ 134,134 $ 96,757 $ 261,925 $ 244,168 We recorded rent abatements of $3.3 million for the six months ended June 30, 2021 in response to the COVID-19 pandemic. We recorded rent abatements of $22.0 million and a change in our estimate of collectibility of rental income, including accrued (straight-line) rent, of $21.6 million, during the three and six months ended June 30, 2020 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 June 30, 2021 are as follows: 2021 (July - December) $ 212,001 2022 371,626 2023 309,551 2024 247,692 2025 194,469 Thereafter 600,862 $ 1,936,201 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Reverse-Stock Split On December 17, 2020, WPG Inc.'s common shareholders approved an amendment to WPG Inc.'s Amended and Restated Articles of Incorporation that effectuated a one-for-nine reverse-stock split of WPG Inc.’s common shares (the "Split"). As a result of the Split, the number of outstanding common shares of WPG Inc. was reduced from approximately 187.4 million to approximately 21.0 million upon the effective date of the Split. In addition, all outstanding WPG L.P. common operating units and all outstanding equity awards under the Company's equity plans were also adjusted by the same conversion ratio relating to the Split. The implementation of the Split increased the per share trading price of WPG Inc.’s common shares and satisfied the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the NYSE and cured the noncompliance notification received by WPG Inc. on April 28, 2020, for which we received notification from the NYSE on January 4, 2021 that the Company was no longer in violation. Unless otherwise noted, all common share/unit and per share/unit information contained herein has been restated to reflect the Split as if it had occurred as of the beginning of the earliest period presented. 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. During the six months ended June 30, 2021, WPG Inc. issued 3,450,397 shares of common stock to certain limited partners of WPG L.P. in exchange for an equal number of units pursuant to the WPG L.P. Partnership Agreement in several separate redemption transactions. These transactions increased WPG Inc.'s ownership interest in WPG L.P. by approximately 13.9%. There were no similar transactions during the six months ended June 30, 2020. At June 30, 2021, WPG Inc. had reserved 310,991 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 The WPG Inc. Board of Directors (the "Board") has adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan") and 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, to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. Under the 2014 Plan, an aggregate of 1,111,112 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 55,556 shares/units. Upon the adoption of the 2019 Plan, the annual threshold was removed. Under the 2019 Plan, an aggregate of 810,000 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, per its terms, on May 16, 2029. The following is a summary by type of the awards that the Company issued during the six months ended June 30, 2021 and June 30, 2020 under the 2014 Plan and 2019 Plan. Annual Long-Term Incentive Awards During the six months ended June 30, 2020, the Company approved the terms and conditions of the 2020 annual awards (the "2020 Annual Long-Term Incentive Awards") 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 WPG Inc.'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% to 150% of the PSUs allocated to the award recipient, based on WPG Inc.'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 WPG Inc.’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. No comparable awards were issued during the six months ended June 30, 2021. The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards: 2020 Annual Long-Term Incentive Awards Grant Date February 25, 2020 RSUs issued 152,610 Grant Date fair value per unit $21.69 PSUs issued 152,610 Grant Date fair value per unit $15.66 During the six months ended June 30, 2021, the performance period related to PSUs awarded in conjunction with the 2018 annual awards ended. There was no payout as the Company's TSR performance during the applicable performance period did not exceed the minimum required threshold for payout and 52,753 PSUs were forfeited. WPG Restricted Stock Units During the six months ended June 30, 2020, the Company awarded 136,805 RSUs, with a grant date fair value of $0.8 million, 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. There were no comparable awards issued during the six months ended June 30, 2021. Stock Options During the six months ended June 30, 2021, no stock options were granted to employees, no stock options were exercised by employees and 5,626 stock options were canceled, forfeited or expired. As of June 30, 2021, there were 57,817 stock options outstanding. During the six months ended June 30, 2020, no stock options were granted to employees, no stock options were exercised by employees and 3,493 stock options were canceled, forfeited or expired. Share Award Related Compensation Expense During the three and six months ended June 30, 2021, the Company recorded compensation expense pertaining to the awards granted of $1.2 million and $2.5 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2020, the Company recorded compensation expense pertaining to the awards granted of $1.9 million and $3.8 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 and six months ended June 30, 2021, no common share/unit dividends were declared by the Board. For the six months ended June 30, 2020, the Board declared common share/unit dividends of $1.125. Additionally, for the three and six months ended June 30, 2021, no dividends were declared by the Board on the Series H Cumulative Redeemable Preferred Stock, Series I Cumulative Redeemable Preferred Stock or the Series I-1 Preferred Units. The $3.6 million distributions paid during the six months ended June 30, 2021 related to the fourth quarter 2020 preferred dividend declaration. The undeclared preferred dividends are cumulative and are credited to the applicable preferred equity accounts until they are declared by the Board, at which time they are reclassified to distributions payable until settled. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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. In addition to those legal proceedings arising in the ordinary course of business, the Company is also a party to certain legal proceedings described below. Chapter 11 Bankruptcy Proceedings On June 13, 2021, the Company Parties filed the Chapter 11 Cases in the Bankruptcy Court (see Note 2 - "Chapter 11 Cases and Ability to Continue as a Going Concern" for additional details). Securities Litigation WPG and certain of its executive officers were named as defendants in two putative class action lawsuits alleging violations of the federal securities laws (collectively, the “Securities Class Action Litigation”), each filed in the United States District Court for the Southern District of Ohio (Eastern Division), on behalf of all persons who purchased or otherwise acquired WPG common share securities during a specified period of time stated in the respective complaints. The plaintiff in one of the Securities Class Action Litigation cases is identified as Randy Slipher and the case is captioned: Randy Slipher, Individually and On Behalf of All Others Similarly Situated, v. Washington Prime Group Inc. et al. , Case: 2:21-cv-02757-JGL-KAJ. The second lawsuit was commenced by an individual identified as Jean-Marie Cousinou and the case is captioned: Jean-Marie Cousinou , Individually and On Behalf of All Others Similarly Situated, v. Washington Prime Group Inc. et al. , Case: 2:21-cv-03431-SDM-EPD. The Slipher case was filed on May 24, 2021 and the Cousinou case was filed on June 9, 2021. On June 15, 2021, Plaintiff in the Slipher case voluntarily dismissed WPG from the action, but is maintaining his claims against the individual defendants. WPG remains a defendant in the Cousinou case. Each of the complaints filed in the Securities Class Action Litigation allege violations of the federal securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding WPG’s unsecured indebtedness, liquidity, business, operations, and prospects during the periods of time specified in each suit as the class period. The plaintiff in each case seeks compensatory damages and attorneys’ fees and costs, among other relief, but have not specified the exact amount of damages sought. The outcome of the legal proceedings that comprise the Securities Class Action Litigation cannot be predicted with certainty at this time. WPG’s insurance carriers have been placed on notice of these matters. WPG believes that the Chapter 11 Cases filed by WPG and certain of its affiliated companies, may impact the Securities Class Action Litigation, including the imposition of the automatic stay. Pursuant to the Private Securities Litigation Reform Act, it is likely that the Court will consolidate the Slipher and Cousinou case and will appoint a lead plaintiff and lead counsel. As of the date of this 10-Q, that has not occurred, although two motions to consolidate and for the appointment of lead plaintiff and lead counsel are currently pending in the Slipher case. The court in neither the Slipher case nor the Cousinou case have yet to consider or rule on class certification. Concentration of Credit Risk 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 June 30, 2021, a total of four consolidated properties are subject to ground leases. The termination dates of these ground leases occur between the years of 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 six months ended June 30, 2021, we incurred ground lease expense of $204 and $410, respectively, of which $13 and $20 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 six months ended June 30, 2020, we incurred ground lease expense of $209 and $331, respectively, of which $5 and $10, 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 occur between the years of 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 six months ended June 30, 2021, we incurred lease expense of $615 and $1,243, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2020, we incurred lease expense of $612 and $1,261, respectively. Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of June 30, 2021 are as follows: 2021 (July - December) $ 1,037 2022 2,099 2023 1,427 2024 999 2025 1,008 Thereafter 19,370 Total lease payments 25,940 Less: Discount 15,629 Present value of lease liabilities $ 10,311 The weighted average remaining lease term for our consolidated operating leases was 21.6 years and the weighted average discount rate for determining the lease liabilities was 8.9% at June 30, 2021. 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 June 30, 2021. |
Loss Per Common Share_Unit
Loss Per Common Share/Unit | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Loss Per Common Share, Basic: Net loss attributable to common shareholders - basic $ (105,518) $ (82,050) $ (158,472) $ (78,675) Weighted average shares outstanding - basic 24,778,868 21,171,230 23,402,736 21,093,577 Loss per common share, basic $ (4.26) $ (3.88) $ (6.77) $ (3.73) Loss Per Common Share, Diluted: Net loss attributable to common shareholders - basic $ (105,518) $ (82,050) $ (158,472) $ (78,675) Net loss attributable to limited partner unitholders (1,456) (14,931) (11,904) (14,314) Net loss attributable to common shareholders - diluted $ (106,974) $ (96,981) $ (170,376) $ (92,989) Weighted average common shares outstanding - basic 24,778,868 21,171,230 23,402,736 21,093,577 Weighted average operating partnership units outstanding 341,960 3,831,728 1,757,974 3,837,747 Weighted average common shares outstanding - diluted 25,120,828 25,002,958 25,160,710 24,931,324 Loss per common share, diluted $ (4.26) $ (3.88) $ (6.77) $ (3.73) For the three and six months ended June 30, 2021 and 2020, additional potentially dilutive securities include contingently-issuable outstanding stock options, RSUs, and performance based components of annual or special arrangement awards. For the three and six months ended June 30, 2021, the potential dilutive effect of 57,817 contingently-issuable outstanding stock options, 66,857 RSUs and 262,919 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and six months ended June 30, 2020, the potential dilutive effect of 63,317 contingently-issuable outstanding stock options, 66,857 RSUs and 318,669 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. WPG L.P. Loss Per Common Unit We determine WPG L.P.'s basic loss earnings per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted loss 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 June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Loss Per Common Unit, Basic & Diluted: Net loss attributable to common unitholders - basic and diluted $ (106,974) $ (96,981) $ (170,376) $ (92,989) Weighted average common units outstanding - basic & diluted 25,120,828 25,002,958 25,160,710 24,931,324 Loss per common unit, basic & diluted $ (4.26) $ (3.88) $ (6.77) $ (3.73) For the three and six months ended June 30, 2021 and 2020, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, RSUs, and WPG Inc.'s performance based components of annual or special arrangement awards. For the three and six months ended June 30, 2021, the potential dilutive effect of 57,817 contingently-issuable outstanding stock options, 66,857 RSUs and 262,919 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and six months ended June 30, 2020, the potential dilutive effect of 63,317 contingently-issuable outstanding stock options, 66,857 RSUs and 318,669 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 9, 2021, the borrower, a consolidated subsidiary of WPG L.P., executed an extension of the $37.4 million non-recourse mortgage loan secured by Grand Central Mall, located in Parkersburg, West Virginia. Under the terms of the extension, the maturity date was extended to July 6, 2023, with two additional one-year extension options available to the borrower. On July 16, 2021, the trustee, on behalf of the mortgage lender, conducted a non-judicial foreclosure sale of Charlottesville Fashion Square. The mortgage lender was the successful bidder at the sale and ownership is expected to transfer in the third quarter of 2021. The Company will record a gain between $30.0 million and $35.0 million related to the extinguishment of the $45.1 million mortgage loan during the third quarter of 2021. On July 23, 2021, we received a notice of default letter dated July 21, 2021, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $34.6 million mortgage loan secured by Ashland Town Center, located in Ashland, Kentucky. The notice was issued by the special servicer because the borrower did not repay the loan in full by its July 6, 2021 maturity date. The borrower has commenced discussions with the special servicer regarding extending this non-recourse loan. The Company continues to own, manage and lease the property. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses its fair value measurements in accordance with 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. |
Reclassifications | Reclassifications For the six months ended June 30, 2021, provision for bad debt related to certain ancillary income of $246 was reclassified from rental to other income and for three and six months ended June 30, 2020, provision for bad debt related to certain ancillary income of $707 and $885, respectively, was reclassified from rental income to other income, respectively, to conform with the 2021 presentation. |
New Accounting Pronouncements | New Accounting Pronouncements 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 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 June 30, 2021, we had approximately $100.3 million of our aggregate consolidated indebtedness currently indexed to LIBOR and approximately $1.4 billion of our aggregate consolidated indebtedness that was previously indexed to LIBOR but is currently indexed to U.S. Prime (see Note 6 - "Indebtedness" for additional discussion). In addition, as of June 30, 2021, we have certain derivative contracts that are indexed to LIBOR (see Note 7 – “Derivative Financial Instruments” for details) that previously hedged certain variable rate debt instruments. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
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 either a fixed minimum rent or percentage 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. In making this estimation, we evaluate information that includes the age of billed receivables, collection history, lease concessions granted by the Company and tenants' financial condition to assess the probability of collection. 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 component and non-lease component (i.e. CAM) 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. |
Chapter 11 Cases and Ability _2
Chapter 11 Cases and Ability to Continue as a Going Concern (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Reorganization | The following table presents the reorganization items incurred for the three and six months ended June 30, 2021: For the Three and Six Months Ended June 30, 2021 Write off of debt issuance costs, including debt discount (non-cash) $ 21,331 Legal and professional fees 3,058 Reorganization items $ 24,389 The following table presents the condensed combined statement of operations of the Company Parties for the six months ended June 30, 2021: For the Six Months Ended June 30, 2021 Total revenues $ 189,450 Depreciation and amortization (74,844) Expenses (158,349) Interest expense (79,023) Reorganization items (24,389) Gain on disposition of interests in properties, net 2,462 Income and other taxes 129 Net loss $ (144,564) The following table presents the condensed combined balance sheet of the Company Parties as of June 30, 2021: June 30, 2021 ASSETS: Investment properties at cost $ 4,266,172 Less: accumulated depreciation (1,754,162) Net investment in real estate 2,512,010 Cash and cash equivalents 60,671 Restricted cash 1,410 Intercompany due from non-debtor entities 67,321 Tenant receivables and accrued revenue, net 62,024 Deferred costs and other assets 74,041 Total assets $ 2,777,477 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY: Accounts payable, accrued expenses, intangibles, and deferred revenues $ 76,262 Debtor in possession financing 50,000 Intercompany due to non-debtor entities 34,397 Other indebtedness 91,406 Total liabilities not subject to compromise 252,065 Total liabilities subject to compromise 2,259,109 Total liabilities 2,511,174 Redeemable noncontrolling interests 3,385 Stockholders' equity 261,968 Noncontrolling interests 950 Total liabilities, redeemable noncontrolling interests and equity $ 2,777,477 The following table presents the condensed combined statement of cash flows of the Company Parties for the six months ended June 30, 2021: For the Six Months Ended June 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (144,564) Adjustments to reconcile net loss to net cash used in by operating activities: Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation 78,439 Reorganization items (non-cash) 22,400 Changes in other assets and liabilities, net 38,232 Net cash used in operating activities (5,493) CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net (45,743) Net cash used in investing activities (45,743) CASH FLOWS FROM FINANCING ACTIVITIES Distributions to noncontrolling interest holders in properties, preferred unit holders and non-debtor entities, net (4,789) Proceeds from issuance of debt, net of financing costs 49,573 Net cash provided by financing activities 44,784 NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (6,452) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period 68,533 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ 62,081 Reconciliation from condensed combined statement of cash flows to condensed combined balance sheet Cash and cash equivalents $ 60,671 Restricted cash 1,410 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ 62,081 SUPPLEMENTAL INFORMATION: Cash paid for reorganization items $ 1,989 |
Schedule of Liability Subject to Compromise | The following table presents the Company's liabilities subject to compromise as of June 30, 2021: June 30, 2021 Senior Notes $ 720,900 Revolver 647,000 Term Loan 350,000 December 2015 Term Loan 340,000 Weberstown Term Loan 65,000 Unpaid accrued interest 50,311 Prepetition unsecured or undersecured claims 85,898 $ 2,259,109 The classification of liabilities "not subject to compromise" versus liabilities "subject to compromise" is based on currently available information, analysis, and accruals as of June 30, 2021. As the Chapter 11 Cases proceed and additional information and analysis is completed, or as the Bankruptcy Court rules on relevant matters, the classification of amounts may change and such changes may be significant. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 and 2020: Balance at June 30, Balance at December 31, 2021 2020 2020 2019 Cash and cash equivalents $ 91,318 $ 127,019 $ 92,618 $ 41,421 Restricted cash 38,084 36,632 37,614 34,054 Total cash, cash equivalents and restricted cash $ 129,402 $ 163,651 $ 130,232 $ 75,475 |
Investment in Real Estate (Tabl
Investment in Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule 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 six months ended June 30, 2021: Sales Date Parcels Sold Purchase Price Sales Proceeds January 27, 2021 1 $ 2,121 $ 2,109 The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and six months ended June 30, 2020: Sales Date Parcels Sold Purchase Price Sales Proceeds February 13, 2020 2 $ 1,961 $ 1,945 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities, at Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Investment in Unconsolidated Entities, at Equity | The following table presents the combined statements of operations for our joint ventures for the three and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Total revenues $ 56,733 $ 44,342 $ 111,462 $ 107,565 Operating expenses 25,037 20,869 49,750 47,769 Depreciation and amortization 20,284 20,916 41,350 46,305 Operating income 11,412 2,557 20,362 13,491 Gain on sale of interests in properties — 2,039 — 2,039 Gain on extinguishment of debt — — — 15,605 Interest expense, taxes, and other, net (12,127) (12,142) (24,118) (24,569) Net (loss) income of the Company's unconsolidated real estate entities $ (715) $ (7,546) $ (3,756) $ 6,566 Our share of loss from the Company's unconsolidated real estate entities $ (873) $ (4,754) $ (3,080) $ (5,786) |
Schedule of Combined Balance Sheets for Unconsolidated Venture Properties | The following table presents the combined balance sheets of our joint ventures as of June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Assets: Investment properties at cost, net $ 1,831,075 $ 1,829,481 Construction in progress 36,277 50,794 Cash and cash equivalents 53,219 41,273 Tenant receivables and accrued revenue, net 34,313 45,877 Deferred costs and other assets (1) 287,191 295,121 Total assets $ 2,242,075 $ 2,262,546 Liabilities and Members’ Equity: Mortgage notes payable $ 1,208,180 $ 1,214,679 Accounts payable, accrued expenses, intangibles, and deferred revenues (2) 282,723 293,336 Total liabilities 1,490,903 1,508,015 Members’ equity 751,172 754,531 Total liabilities and members’ equity $ 2,242,075 $ 2,262,546 Our share of members’ equity, net $ 394,219 $ 396,370 Our share of members’ equity, net $ 394,219 $ 396,370 Advances and excess investment 20,446 19,969 Net investment in and advances to unconsolidated entities, at equity $ 414,665 $ 416,339 (1) Includes value of acquired in-place leases and acquired above-market leases with a net book value of $64,112 and $68,028 as of June 30, 2021 and December 31, 2020, respectively. Additionally, includes right-of-use assets of $173,445 and $173,304 related to ground leases for which our joint ventures are the lessees as of June 30, 2021 and December 31, 2020, respectively. (2) Includes the net book value of below market leases of $32,876 and $35,882 as of June 30, 2021 and December 31, 2020, respectively. Additionally, includes lease liabilities of $173,445 and $173,304 related to ground leases for which our joint ventures are the lessees as of June 30, 2021 and December 31, 2020, respectively. |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Total mortgage indebtedness at June 30, 2021 and December 31, 2020 was as follows: June 30, December 31, Face amount of mortgage loans $ 1,032,641 $ 1,104,375 Fair value adjustments, net 1,059 1,685 Debt issuance cost, net (4,392) (4,407) Carrying value of mortgage loans $ 1,029,308 $ 1,101,653 |
Schedule of Roll Forward of Mortgage Indebtedness | A roll forward of mortgage indebtedness from December 31, 2020 to June 30, 2021 is summarized as follows: Balance at December 31, 2020 $ 1,101,653 Write off of issuance costs associated with liabilities subject to compromise 19 Debt amortization payments (6,734) Reclass of Weberstown Term Loan to liabilities subject to compromise (65,000) Issuance costs incurred upon debt modifications (790) Amortization of fair value and other adjustments (626) Amortization of debt issuance costs 786 Balance at June 30, 2021 $ 1,029,308 |
Schedule of Debt | The following table identifies our total corporate debt outstanding at June 30, 2021 and December 31, 2020: June 30, December 31, Debtor-in-possession financing Face amount (1) $ 50,000 $ — Notes payable: Face amount - Senior Notes due 2024 (2)(9) $ 720,900 $ 720,900 Debt discount, net — (6,338) Debt issuance costs, net — (4,086) Total carrying value of notes payable $ 720,900 $ 710,476 Term loans Face amount - Term Loan (3)(4)(9) $ 350,000 $ 350,000 Face amount - December 2015 Term Loan (5)(9) 340,000 340,000 Face amount - Weberstown Term Loan (7)(9) 65,000 — Debt issuance costs, net — (8,437) Total carrying value of term loans $ 755,000 $ 681,563 Revolving credit facility: (3)(6) Face amount (9) $ 647,000 $ 647,000 Debt issuance costs, net — (7,024) Total carrying value of revolving credit facility $ 647,000 $ 639,976 Other indebtedness: (8) Anticipated settlement amount $ 109,285 $ 109,285 Debt issuance costs, net (1,483) (1,509) Future accretion, net (16,396) (19,969) Total carrying value of other indebtedness $ 91,406 $ 87,807 (1) The DIP Facility provides for financing in the aggregate principal amount of $100.0 million under a non-amortizing multiple draw super-priority secured term loan facility and bears interest at the greater of LIBOR or 0.75% plus 4.25% per annum. (2) The Senior Notes due 2024 were issued at a 1.533% discount and bear interest at 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 U.S. Prime plus 3.60% or 6.85% per annum and will mature on December 30, 2022. (5) The December 2015 Term Loan bears interest at U.S. Prime plus 3.60% or 6.85% per annum and will mature on January 10, 2023. (6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at U.S. Prime plus 3.25%, 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 June 30, 2021, we had an aggregate available borrowing capacity of $3.0 million under the Revolver, however, we are unable to draw on the remaining capacity at this time. At June 30, 2021, the applicable interest rate on the Revolver was U.S. Prime plus 3.25%, or 6.50% per annum. (7) The Weberstown Term Loan bears interest at the greater of LIBOR or 50 basis points, plus 5.30% or 5.80% and matured on June 1, 2021. In connection with the commencement of the Chapter 11 Cases, this term loan was reclassified from mortgage notes payable to liabilities subject to compromise as of June 30, 2021. (8) Represents the financial liability associated with our failed sale and master ground 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% per annum during the repurchase period. (9) In connection with the commencement of the Chapter 11 Cases, the principal amount of the applicable corporate debt was reclassified to liabilities subject to compromise in the accompanying consolidated balance sheet as of June 30, 2021 and the applicable debt issuance costs and discounts were written off to reorganization items. |
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 June 30, 2021 and December 31, 2020 are summarized as follows: June 30, 2021 December 31, 2020 Book value of fixed-rate mortgages (1) $982,391 $1,039,375 Fair value of fixed-rate mortgages $987,693 $1,057,727 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 3.96 % 3.79 % Book value of fixed-rate corporate debt (1) $109,285 $1,420,185 Fair value of fixed-rate corporate and other debt $158,287 $1,203,079 Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate and other debt 12.40 % 10.22 % (1) Excludes debt issuance costs and applicable debt discounts. Additionally, excludes any debt that is subject to compromise as part of the Chapter 11 Cases. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020: Derivatives designated as hedging instruments: Balance Sheet June 30, 2021 December 31, 2020 Interest rate products Asset derivatives Deferred costs and other assets $ 6 $ — Interest rate products Liability derivatives Accounts payable, accrued expenses, intangibles, and deferred revenue $ — $ 14,380 Interest rate products Liability derivatives Liabilities subject to compromise $ 7,987 $ — |
Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss) | The table below presents the effect of the Company's derivative financial instruments qualifying for hedge accounting on the consolidated statements of comprehensive loss for the three and six months ended June 30, 2020: Derivatives in Cash Flow Hedging Relationships Location of Gain or Loss Recognized in Income on Derivatives For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2020 Amount of Loss Recognized in OCL on Derivatives Interest expense $ (1,760) $ (17,969) Amount of Loss Reclassified from AOCL into Income Interest expense $ 2,680 $ 3,443 The table below presents the effect of the Company's derivative financial instruments qualifying for hedge accounting on the consolidated statements of operations for the three and six months ended June 30, 2020: Effect of Cash Flow Hedges on Consolidated Statements of Operations For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2020 Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded $ (37,445) $ (76,080) Amount of loss reclassified from accumulated other comprehensive loss into interest expense $ 2,680 $ 3,443 |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The tables below present the Company’s net assets and (liabilities) measured at fair value as of June 30, 2021 and December 31, 2020 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 June 30, 2021 Derivative instruments, net $ — $ (7,981) $ — $ (7,981) Quoted Prices in Active Markets for Identical Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2020 Derivative instruments, net $ — $ (14,380) $ — $ (14,380) |
Rental Income (Tables)
Rental Income (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Our Rental Income | The following table summarizes our rental income for the three and six months ended June 30, 2021 and 2020: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Operating lease payments, fixed $ 102,733 $ 125,366 $ 209,499 $ 256,871 Operating lease payments, variable 30,177 12,897 59,589 32,001 Amortization of straight-line rent, inducements, and rent abatements 2,606 (21,586) (517) (20,777) Net amortization/accretion of above and below-market leases 1,073 1,712 2,035 2,818 Change in estimate of collectibility of rental income (2,455) (21,632) (8,681) (26,745) Total rental income $ 134,134 $ 96,757 $ 261,925 $ 244,168 |
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 June 30, 2021 are as follows: 2021 (July - December) $ 212,001 2022 371,626 2023 309,551 2024 247,692 2025 194,469 Thereafter 600,862 $ 1,936,201 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Issuance of the 2020 Annual Long-Term Incentive Awards | The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards: 2020 Annual Long-Term Incentive Awards Grant Date February 25, 2020 RSUs issued 152,610 Grant Date fair value per unit $21.69 PSUs issued 152,610 Grant Date fair value per unit $15.66 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 are as follows: 2021 (July - December) $ 1,037 2022 2,099 2023 1,427 2024 999 2025 1,008 Thereafter 19,370 Total lease payments 25,940 Less: Discount 15,629 Present value of lease liabilities $ 10,311 |
Loss Per Common Share_Unit (Tab
Loss Per Common Share/Unit (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of (Loss) Per Common 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 June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Loss Per Common Share, Basic: Net loss attributable to common shareholders - basic $ (105,518) $ (82,050) $ (158,472) $ (78,675) Weighted average shares outstanding - basic 24,778,868 21,171,230 23,402,736 21,093,577 Loss per common share, basic $ (4.26) $ (3.88) $ (6.77) $ (3.73) Loss Per Common Share, Diluted: Net loss attributable to common shareholders - basic $ (105,518) $ (82,050) $ (158,472) $ (78,675) Net loss attributable to limited partner unitholders (1,456) (14,931) (11,904) (14,314) Net loss attributable to common shareholders - diluted $ (106,974) $ (96,981) $ (170,376) $ (92,989) Weighted average common shares outstanding - basic 24,778,868 21,171,230 23,402,736 21,093,577 Weighted average operating partnership units outstanding 341,960 3,831,728 1,757,974 3,837,747 Weighted average common shares outstanding - diluted 25,120,828 25,002,958 25,160,710 24,931,324 Loss per common share, diluted $ (4.26) $ (3.88) $ (6.77) $ (3.73) The following table sets forth the computation of WPG L.P.'s basic and diluted loss per common unit: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Loss Per Common Unit, Basic & Diluted: Net loss attributable to common unitholders - basic and diluted $ (106,974) $ (96,981) $ (170,376) $ (92,989) Weighted average common units outstanding - basic & diluted 25,120,828 25,002,958 25,160,710 24,931,324 Loss per common unit, basic & diluted $ (4.26) $ (3.88) $ (6.77) $ (3.73) |
Organization and Basis of Pre_2
Organization and Basis of Presentation and Consolidation (Details) ft² in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft²shopping_centerproperty | Jun. 30, 2020USD ($) | Dec. 31, 2020 | |
Real Estate Properties [Line Items] | ||||
Rent abatement | $ | $ 22 | $ 3.3 | $ 22 | |
Minimum threshold ownership interest for properties included in financial statement | 100.00% | |||
Washington Prime Inc | Washington Prime Group, L.P. | ||||
Real Estate Properties [Line Items] | ||||
Ownership interest percentage | 98.70% | 84.80% | ||
Washington Prime Inc | Weighted Average | Washington Prime Group, L.P. | ||||
Real Estate Properties [Line Items] | ||||
Ownership interest percentage | 84.70% | 93.00% | 84.70% | |
Wholly Owned Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | 85 | |||
Partially Owned Properties | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | 4 | |||
Corporate Joint Venture | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | 12 | |||
Shopping Centers | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | shopping_center | 101 | |||
Area of real estate property | ft² | 51 |
Chapter 11 Cases and Ability _3
Chapter 11 Cases and Ability to Continue as a Going Concern (Narrative) (Details) - USD ($) | Jun. 11, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 08, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||||||
Debtor in possession financing | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 0 | ||||
Equity rights offering, percentage | 50.00% | |||||||
Prepetition charges | 38,078,000 | $ 0 | 52,529,000 | $ 0 | ||||
Transaction success fees, payable under bankruptcy court order | $ 0 | $ 0 | ||||||
December 2015 Term Loan | Term loans | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Aggregate principal amount | 340,000,000 | 340,000,000 | 340,000,000 | 340,000,000 | ||||
Weberstown Mall | Term loans | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Aggregate principal amount | $ 65,000,000 | $ 65,000,000 | $ 65,000,000 | 0 | ||||
Debt instrument interest rate | 0.50% | 0.50% | 0.50% | |||||
Basis spread rate | 5.30% | |||||||
Weberstown Mall | Secured Debt | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Face amount | $ 65,000,000 | |||||||
Senior Notes due 2024 | Notes Payable | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Aggregate principal amount | $ 720,900,000 | $ 720,900,000 | $ 720,900,000 | 720,900,000 | ||||
DIP Facility | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debtor in possession financing | 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Administrative agent fees | $ 1,500,000 | |||||||
DIP facility, interest rate | 5.00% | 5.00% | 5.00% | |||||
Debtor-in-possession financing | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debtor in possession financing | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||
Equity rights offering, remaining percentage | 50.00% | |||||||
Plan of reorganization, plan expected to be filed, period | 2 days | |||||||
Plan of reorganization, debtor-in-possession interim order, period | 5 days | |||||||
Plan of reorganization, backstop approval order, period | 30 days | |||||||
Plan of reorganization, final order, period | 45 days | |||||||
Plan of reorganization, order confirmation, period | 60 days | |||||||
Plan of reorganization, milestone extended, period | 74 days | |||||||
Plan of reorganization, after order confirmation, plan effective date, period | 15 days | |||||||
Transaction success fees, payable under bankruptcy court order | 11,700,000 | 11,700,000 | 11,700,000 | |||||
Debtor-in-possession financing | Maximum | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Proceeds from issuance or sale of equity | $ 325,000,000 | |||||||
Debtor-in-possession financing | Existing Common Equity Interests | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Plan of reorganization, equity interest claims receivable , amount | $ 20,000,000 | |||||||
Plan of reorganization, equity interest claims receivable, percentage | 3.0625% | |||||||
Debtor-in-possession financing | Plan of Reorganization, Equity Interest Tranche one | Existing Preferred Equity Interests | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Plan of reorganization, equity cash pool, receivable | $ 20,000,000 | |||||||
Plan of reorganization, equity cash pool receivable, percentage | 3.0625% | |||||||
Debtor-in-possession financing | Plan of Reorganization, Equity Interest Tranche Two | Existing Preferred Equity Interests | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Plan of reorganization, equity cash pool, receivable | $ 40,000,000 | |||||||
Plan of reorganization, equity cash pool receivable, percentage | 6.125% | |||||||
Debtor-in-possession financing | Term Loan And Revolver | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debt instrument, restructuring support agreement, percentage of principal amount | 74.50% | |||||||
Aggregate principal amount | $ 997,000,000 | |||||||
Debtor-in-possession financing | December 2015 Term Loan | Term loans | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debt instrument, restructuring support agreement, percentage of principal amount | 62.00% | |||||||
Aggregate principal amount | $ 340,000,000 | |||||||
Debtor-in-possession financing | Weberstown Mall | Secured Debt | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debt instrument, restructuring support agreement, percentage of principal amount | 100.00% | |||||||
Aggregate principal amount | $ 65,000,000 | |||||||
Debtor-in-possession financing | Weberstown Mall | Line of Credit | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Plan of reorganization, amount of prepetition obligations to be settled in cash | $ 40,000,000 | |||||||
Debtor-in-possession financing | Senior Notes due 2024 | Notes Payable | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Debt instrument, restructuring support agreement, percentage of principal amount | 66.70% | |||||||
Aggregate principal amount | $ 720,900,000 | |||||||
Debtor-in-possession financing | DIP Facility | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
DIP aggregate principal amount | 100,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||
Debt instrument interest rate | 0.0075% | 0.0075% | 0.0075% | |||||
Debtor in possession financing | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | $ 0 | ||||
Debtor-in-possession financing | DIP Facility | LIBOR | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Basis spread rate | 0.0425% | |||||||
Debtor-in-possession financing | DIP Facility | Benchmark Replacement Adjustment | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Basis spread rate | 3.25% | |||||||
Debtor-in-possession financing | 2015 and 2018 Credit Facility Claims | Line of Credit | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Face amount | 1,200,000,000 | |||||||
Plan of reorganization, amount of prepetition obligations to be settled in cash | 150,000,000 | |||||||
Debtor-in-possession financing | Weberstown Term Loan Facility Claims | Line of Credit | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Face amount | $ 25,000,000 | |||||||
Debtor-in-possession financing | Unsecured Notes Claims | ||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||
Equitization restructuring, equity issuable or issued , percentage | 100.00% | |||||||
Equitization restructuring, unsecured noteholders rights, percentage | 50.00% | |||||||
Excess on issuance or sale of equity | $ 260,000,000 |
Chapter 11 Cases and Ability _4
Chapter 11 Cases and Ability to Continue as a Going Concern (Reorganization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reorganization, Chapter 11 [Line Items] | ||||
Reorganization items | $ 24,389 | $ 0 | $ 24,389 | $ 0 |
Debtor-in-possession financing | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Write off of debt issuance costs, including debt discount (non-cash) | 21,331 | 21,331 | ||
Legal and professional fees | 3,058 | 3,058 | ||
Reorganization items | $ 24,389 | $ 24,389 |
Chapter 11 Cases and Ability _5
Chapter 11 Cases and Ability to Continue as a Going Concern (Liabilities Subject to Compromise) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | ||
Total liabilities subject to compromise | $ 2,259,109 | $ 0 |
Debtor-in-possession financing | ||
Reorganization, Chapter 11 [Line Items] | ||
Unpaid accrued interest | 50,311 | |
Prepetition unsecured or undersecured claims | 85,898 | |
Total liabilities subject to compromise | 2,259,109 | |
Debtor-in-possession financing | Revolver | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt amount | 647,000 | |
Debtor-in-possession financing | Notes Payable | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt amount | 720,900 | |
Debtor-in-possession financing | Term loans | Term Loan | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt amount | 350,000 | |
Debtor-in-possession financing | Term loans | December 2015 Term Loan | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt amount | 340,000 | |
Debtor-in-possession financing | Term loans | Weberstown Term Loan | ||
Reorganization, Chapter 11 [Line Items] | ||
Debt amount | $ 65,000 |
Chapter 11 Cases and Ability _6
Chapter 11 Cases and Ability to Continue as a Going Concern (Condensed Combined Statement of Operations of the Company Parties) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reorganization, Chapter 11 [Line Items] | ||||
Total revenues | $ 138,397 | $ 98,764 | $ 270,330 | $ 251,364 |
Depreciation and amortization | (55,059) | (55,380) | (107,314) | (115,084) |
Operating expenses | (163,494) | (138,585) | (304,246) | (271,330) |
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | (52,503) | (37,445) | (104,054) | (76,080) |
Reorganization items | (24,389) | 0 | (24,389) | 0 |
Gain on disposition of interests in properties, net | 0 | 437 | 2,462 | 27,192 |
Income and other taxes | (544) | (593) | (263) | 24 |
NET LOSS | (103,406) | $ (93,413) | (163,240) | $ (85,853) |
Debtor-in-possession financing | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Total revenues | 189,450 | |||
Depreciation and amortization | (74,844) | |||
Operating expenses | (158,349) | |||
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded | (79,023) | |||
Reorganization items | $ (24,389) | (24,389) | ||
Gain on disposition of interests in properties, net | 2,462 | |||
Income and other taxes | 129 | |||
NET LOSS | $ (144,564) |
Chapter 11 Cases and Ability _7
Chapter 11 Cases and Ability to Continue as a Going Concern (Condensed Combined Balance Sheet of the Company Parties) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS: | ||||
Investment properties at cost | $ 5,920,108 | $ 5,873,801 | ||
Less: accumulated depreciation | (2,623,765) | (2,539,745) | ||
Net investment in real estate | 3,296,343 | 3,334,056 | ||
Cash and cash equivalents | 91,318 | 92,618 | $ 127,019 | $ 41,421 |
Tenant receivables and accrued revenue, net | 97,430 | 132,610 | ||
Deferred costs and other assets | 131,737 | 129,724 | ||
Total assets | 4,031,493 | 4,105,347 | ||
LIABILITIES: | ||||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 145,875 | 276,086 | ||
Debtor in possession financing | 50,000 | 0 | ||
Other indebtedness | 91,406 | 87,807 | ||
Total liabilities not subject to compromise | 1,316,589 | 3,500,884 | ||
Total liabilities subject to compromise | 2,259,109 | 0 | ||
Total liabilities | 3,575,698 | 3,500,884 | ||
Redeemable noncontrolling interests | 3,385 | 3,265 | ||
Stockholders' equity | 448,347 | 539,850 | ||
Noncontrolling interests | 4,063 | 61,348 | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,031,493 | $ 4,105,347 | ||
Debtor-in-possession financing | ||||
ASSETS: | ||||
Investment properties at cost | 4,266,172 | |||
Less: accumulated depreciation | (1,754,162) | |||
Net investment in real estate | 2,512,010 | |||
Cash and cash equivalents | 60,671 | |||
Restricted cash | 1,410 | |||
Intercompany due from non-debtor entities | 67,321 | |||
Tenant receivables and accrued revenue, net | 62,024 | |||
Deferred costs and other assets | 74,041 | |||
Total assets | 2,777,477 | |||
LIABILITIES: | ||||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 76,262 | |||
Debtor in possession financing | 50,000 | |||
Intercompany due to non-debtor entities | 34,397 | |||
Other indebtedness | 91,406 | |||
Total liabilities not subject to compromise | 252,065 | |||
Total liabilities subject to compromise | 2,259,109 | |||
Total liabilities | 2,511,174 | |||
Redeemable noncontrolling interests | 3,385 | |||
Stockholders' equity | 261,968 | |||
Noncontrolling interests | 950 | |||
Total liabilities, redeemable noncontrolling interests and equity | $ 2,777,477 |
Chapter 11 Cases and Ability _8
Chapter 11 Cases and Ability to Continue as a Going Concern (Condensed Combined Statement of Cash Flows of the Company Parties) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (103,406) | $ (93,413) | $ (163,240) | $ (85,853) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 110,123 | 116,827 | ||||
Reorganization items (non-cash) | 22,400 | 0 | ||||
Net cash provided by (used in) operating activities | 26,433 | (2,084) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Capital expenditures, net | (68,744) | (99,807) | ||||
Net cash used in investing activities | (65,697) | (86,800) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Distributions to noncontrolling interest holders in properties | (47) | (51) | ||||
Proceeds from issuance of debt, net of financing costs | 48,783 | 500,849 | ||||
Net cash provided by financing activities | 38,434 | 177,060 | ||||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (830) | 88,176 | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 130,232 | 75,475 | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 129,402 | 163,651 | 129,402 | 163,651 | ||
Cash and cash equivalents | 91,318 | 127,019 | 91,318 | 127,019 | $ 92,618 | $ 41,421 |
Total cash, cash equivalents and restricted cash | 129,402 | $ 163,651 | 129,402 | $ 163,651 | 130,232 | $ 75,475 |
Debtor-in-possession financing | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | (144,564) | |||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation | 78,439 | |||||
Reorganization items (non-cash) | 22,400 | |||||
Changes in other assets and liabilities, net | 38,232 | |||||
Net cash provided by (used in) operating activities | (5,493) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Capital expenditures, net | (45,743) | |||||
Net cash used in investing activities | (45,743) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Distributions to noncontrolling interest holders in properties | (4,789) | |||||
Proceeds from issuance of debt, net of financing costs | 49,573 | |||||
Net cash provided by financing activities | 44,784 | |||||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (6,452) | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 68,533 | |||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | 62,081 | 62,081 | ||||
Cash and cash equivalents | 60,671 | 60,671 | ||||
Restricted cash | 1,410 | 1,410 | ||||
Total cash, cash equivalents and restricted cash | $ 62,081 | 62,081 | $ 68,533 | |||
SUPPLEMENTAL INFORMATION: | ||||||
Cash paid for reorganization items | $ 1,989 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | |
Accounting Policies [Abstract] | ||||
Number of reportable segments | segment | 1 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Rental income reclassified | $ (134,134) | $ (96,757) | $ (261,925) | $ (244,168) |
Other income | 4,263 | 2,007 | 8,405 | 7,196 |
ASU 2020-04 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Long-term debt indexed to LIBOR | 100,300 | 100,300 | ||
Long-term debt, indexed to US prime rate | $ 1,400,000 | 1,400,000 | ||
Revision of Prior Period, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Rental income reclassified | 707 | 246 | 885 | |
Other income | $ 707 | $ 246 | $ 885 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 91,318 | $ 92,618 | $ 127,019 | $ 41,421 |
Restricted cash | 38,084 | 37,614 | 36,632 | 34,054 |
Total cash, cash equivalents and restricted cash | $ 129,402 | $ 130,232 | $ 163,651 | $ 75,475 |
Investment in Real Estate (Key
Investment in Real Estate (Key Terms of Each of the Closings) (Details) - Restaurant Outparcels $ in Thousands | Jan. 27, 2021USD ($)parcel | Feb. 13, 2020USD ($)parcel |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Parcels Sold | parcel | 1 | 2 |
Purchase Price | $ 2,121 | $ 1,961 |
Sales Proceeds | $ 2,109 | $ 1,945 |
Investment in Real Estate (Narr
Investment in Real Estate (Narrative) (Details) - USD ($) $ in Thousands | Jan. 31, 2020 | Jan. 14, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on disposition of interests in properties, net | $ 0 | $ 437 | $ 2,462 | $ 27,192 | ||
Disposed of by Sale | DeKalb Plaza | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sales proceeds | $ 13,400 | |||||
Purchase price | $ 13,600 | |||||
Disposed of by Sale | Matteson Plaza | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sales proceeds | $ 400 | |||||
Purchase price | $ 1,100 | |||||
Developed Land Parcels | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Aggregate sales price | 2,600 | |||||
Sales proceeds | 2,400 | |||||
Undeveloped Land Parcels and Developed Outparcels | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Aggregate sales price | 2,400 | |||||
Sales proceeds | $ 2,200 | |||||
Four Corners | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Real estate deal amount remaining to close, second purchase agreement | $ 15,600 | $ 15,600 |
Investment in Real Estate (Impa
Investment in Real Estate (Impairment) (Details) | 3 Months Ended | |||
Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 0 | $ 0 | ||
Two Enclosed Retail Properties | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Asset impairment charges | $ 23,800,000 | |||
Fair value of properties | $ 12,600,000 | |||
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 | $ 1,300,000 |
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 ($)extension | Mar. 13, 2020USD ($) | Jun. 30, 2021USD ($)ft²property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)ft²property | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Other income | $ 2.6 | $ 1.2 | $ 5 | $ 3.4 | |||
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 | $ 0.3 | $ 0.3 | $ 0.3 | ||||
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 | ||||||
Debt Instrument, Required Principal Prepayment Due To Extension | $ 5 | ||||||
Debt Instrument, Funding Of Reserve Accounts Due To Extension Requirement | $ 10 |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities, at Equity (Combined Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 138,397 | $ 98,764 | $ 270,330 | $ 251,364 |
Operating expenses | 163,494 | 138,585 | 304,246 | 271,330 |
Depreciation and amortization | 55,059 | 55,380 | 107,314 | 115,084 |
Gain on sale of interests in properties | 0 | 437 | 2,462 | 27,192 |
NET LOSS | (103,406) | (93,413) | (163,240) | (85,853) |
Our share of loss from the Company's unconsolidated real estate entities | (873) | (4,754) | (3,080) | (5,786) |
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 56,733 | 44,342 | 111,462 | 107,565 |
Operating expenses | 25,037 | 20,869 | 49,750 | 47,769 |
Depreciation and amortization | 20,284 | 20,916 | 41,350 | 46,305 |
Operating income | 11,412 | 2,557 | 20,362 | 13,491 |
Gain on sale of interests in properties | 0 | 2,039 | 0 | 2,039 |
Gain on extinguishment of debt, net | 0 | 0 | 0 | 15,605 |
Interest expense, taxes, and other, net | (12,127) | (12,142) | (24,118) | (24,569) |
NET LOSS | $ (715) | $ (7,546) | $ (3,756) | $ 6,566 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities, at Equity (Combined Balance Sheets) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||||
Investment properties at cost, net | $ 3,296,343 | $ 3,334,056 | ||
Cash and cash equivalents | 91,318 | 92,618 | $ 127,019 | $ 41,421 |
Tenant receivables and accrued revenue, net | 97,430 | 132,610 | ||
Deferred costs and other assets | 131,737 | 129,724 | ||
Total assets | 4,031,493 | 4,105,347 | ||
Liabilities and Members’ Equity: | ||||
Mortgage notes payable | 1,029,308 | 1,101,653 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 145,875 | 276,086 | ||
Total liabilities | 3,575,698 | 3,500,884 | ||
Members’ equity | 4,063 | 61,348 | ||
Total liabilities, redeemable noncontrolling interests and equity | 4,031,493 | 4,105,347 | ||
Our share of members’ equity, net | 414,665 | 416,339 | ||
Operating lease liability | 10,311 | |||
Lease Liabilities Related to Ground Leases for Joint Ventures | ||||
Liabilities and Members’ Equity: | ||||
Net investment in and advances to unconsolidated entities, at equity | 414,665 | 416,339 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Liabilities and Members’ Equity: | ||||
Acquired in-place leases and acquired above-market leases | 64,112 | 68,028 | ||
Below market leases, net book value | 32,876 | 35,882 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Lease Liabilities Related to Ground Leases for Joint Ventures | ||||
Assets: | ||||
Investment properties at cost, net | 1,831,075 | 1,829,481 | ||
Construction in progress | 36,277 | 50,794 | ||
Cash and cash equivalents | 53,219 | 41,273 | ||
Tenant receivables and accrued revenue, net | 34,313 | 45,877 | ||
Deferred costs and other assets | 287,191 | 295,121 | ||
Total assets | 2,242,075 | 2,262,546 | ||
Liabilities and Members’ Equity: | ||||
Mortgage notes payable | 1,208,180 | 1,214,679 | ||
Accounts payable, accrued expenses, intangibles, and deferred revenues | 282,723 | 293,336 | ||
Total liabilities | 1,490,903 | 1,508,015 | ||
Members’ equity | 751,172 | 754,531 | ||
Total liabilities, redeemable noncontrolling interests and equity | 2,242,075 | 2,262,546 | ||
Our share of members’ equity, net | 394,219 | 396,370 | ||
Advances and excess investment | 20,446 | 19,969 | ||
ROU assets | 173,445 | 173,304 | ||
Operating lease liability | $ 173,445 | $ 173,304 |
Indebtedness (Mortgage Indebted
Indebtedness (Mortgage Indebtedness) (Details) - Mortgages - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Face amount of mortgage loans | $ 1,032,641 | $ 1,104,375 |
Fair value adjustments, net | 1,059 | 1,685 |
Debt issuance cost, net | (4,392) | (4,407) |
Carrying value of mortgage loans | $ 1,029,308 | $ 1,101,653 |
Indebtedness (Roll Forward of M
Indebtedness (Roll Forward of Mortgage Indebtedness) (Details) - Mortgages $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Debt [Roll Forward] | |
Balance at December 31, 2020 | $ 1,101,653 |
Write off of issuance costs associated with liabilities subject to compromise | 19 |
Debt amortization payments | (6,734) |
Reclass of Weberstown Term Loan to liabilities subject to compromise | (65,000) |
Issuance costs incurred upon debt modifications | 790 |
Amortization of fair value and other adjustments | (626) |
Amortization of debt issuance costs | 786 |
Balance at June 30, 2021 | $ 1,029,308 |
Indebtedness (Mortgage Debt - N
Indebtedness (Mortgage Debt - Narrative) (Details) | Jun. 08, 2021USD ($)extension | Apr. 22, 2021USD ($) | Feb. 15, 2021USD ($) | Jun. 22, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Debt instrument payment method | $ 15,700,000 | ||||||
Bridge loan | $ 30,000,000 | ||||||
Debt instrument payment term | 27 months | ||||||
Impairment on the note receivable | $ 11,200,000 | ||||||
Town Center at Aurora | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 50,300,000 | ||||||
Number of extension options | extension | 2 | ||||||
Period of extension option | 1 year | ||||||
Debt instrument payment method | $ 300,000 | ||||||
Town Center at Aurora | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 3.00% | ||||||
Weberstown Mall | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 65,000,000 | ||||||
Southgate Mall | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 35,400,000 | ||||||
Southgate Mall | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 35,400,000 | ||||||
Southgate Mall | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 1.50% | ||||||
Basis spread on variable rate | 4.75% | ||||||
Senior Notes due 2024 | Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest payment | $ 23,200,000 | ||||||
Debt instrument, grace period | 30 days | ||||||
Amended Credit Facility and Term Loans | Debtor-in-possession financing | |||||||
Debt Instrument [Line Items] | |||||||
Additional interest expense | $ 7,100,000 | $ 7,100,000 | |||||
Amended Credit Facility and Term Loans | December 2015 Term Loan, The Revolver and Term Loan | Debtor-in-possession financing | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 2.00% | ||||||
Amended Credit Facility and Term Loans | Weberstown Mall | Debtor-in-possession financing | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 3.00% | ||||||
Amended Credit Facility and Term Loans | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Amended Credit Facility and Term Loans | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 2.00% | ||||||
Amended Credit Facility and Term Loans | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 2.60% | ||||||
Amended Credit Facility and Term Loans | Prime Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 1.00% | ||||||
Amended Credit Facility and Term Loans | Prime Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread rate | 1.60% | ||||||
Bridge Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 55,000,000 |
Indebtedness (Corporate Debt Ou
Indebtedness (Corporate Debt Outstanding) (Details) | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021USD ($)extension | Sep. 30, 2020USD ($) | Jun. 11, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Debtor in possession financing | $ 50,000,000 | $ 0 | ||
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 | |||
Revolver | ||||
Debt Instrument [Line Items] | ||||
Face amount | 647,000,000 | 647,000,000 | ||
Debt issuance costs, net | 0 | (7,024,000) | ||
Carrying value of mortgage loans | $ 647,000,000 | 639,976,000 | ||
Interest rate effective percentage | 6.50% | |||
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 | |||
Revolver | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread rate | 3.25% | |||
DIP Facility | ||||
Debt Instrument [Line Items] | ||||
Debtor in possession financing | $ 50,000,000 | |||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest rate effective percentage | 6.85% | |||
Term Loan | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread rate | 3.60% | |||
December 2015 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest rate effective percentage | 6.85% | |||
December 2015 Term Loan | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread rate | 3.60% | |||
Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Debt discount, net | $ 0 | (6,338,000) | ||
Debt issuance costs, net | 0 | (4,086,000) | ||
Carrying value of mortgage loans | 720,900,000 | 710,476,000 | ||
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 | After August 14, 2019 | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 6.45% | |||
Term loans | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, net | $ 0 | (8,437,000) | ||
Carrying value of mortgage loans | 755,000,000 | 681,563,000 | ||
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 | ||
Term loans | Weberstown Mall | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 65,000,000 | 0 | ||
Interest Rate | 0.50% | |||
Basis spread rate | 5.30% | |||
Interest rate effective percentage | 5.80% | |||
Other indebtedness | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 109,285,000 | 109,285,000 | ||
Debt issuance costs, net | (1,483,000) | (1,509,000) | ||
Future accretion, net | (16,396,000) | $ (19,969,000) | ||
Carrying value of mortgage loans | 91,406,000 | 87,807,000 | ||
Debtor-in-possession financing | ||||
Debt Instrument [Line Items] | ||||
Debtor in possession financing | 50,000,000 | |||
Debtor-in-possession financing | DIP Facility | ||||
Debt Instrument [Line Items] | ||||
Debtor in possession financing | 50,000,000 | $ 0 | ||
Aggregate principal amount | $ 100,000,000 | $ 100,000,000 | ||
Interest Rate | 0.0075% | |||
Debtor-in-possession financing | DIP Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread rate | 0.0425% | |||
Debtor-in-possession financing | Notes Payable | Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Face amount | 720,900,000 | |||
Debtor-in-possession financing | Term loans | December 2015 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 340,000,000 |
Indebtedness (Covenants - Narra
Indebtedness (Covenants - Narrative) (Details) | 6 Months Ended | ||||||||||
Jun. 30, 2021USD ($)loanpropertypoolquarter | Jun. 17, 2021USD ($) | Apr. 22, 2021USD ($) | Mar. 31, 2021USD ($) | Feb. 09, 2021USD ($) | Feb. 02, 2021USD ($) | Dec. 31, 2020USD ($) | May 26, 2020USD ($) | May 13, 2020USD ($) | Feb. 21, 2020USD ($) | Nov. 05, 2019USD ($) | |
Cottonwood Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 92,600,000 | ||||||||||
Southgate Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 35,400,000 | ||||||||||
Mortgages | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of mortgage loans | $ 1,032,641,000 | $ 1,104,375,000 | |||||||||
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 | ||||||||||
Secured Debt | Mortgage Loan Secured By Dayton Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 77,000,000 | ||||||||||
Secured Debt | Brunswick Square Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 67,700,000 | ||||||||||
Secured Debt | Southgate Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 35,400,000 | ||||||||||
Secured Debt | Lincolnwood Town Center | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 47,300,000 | ||||||||||
Secured Debt | Anderson Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 16,600,000 | ||||||||||
Secured Debt | Port Charlotte Town Center | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 40,900,000 | ||||||||||
Secured Debt | Oak Court Mall & Offices | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 36,100,000 | ||||||||||
Secured Debt | Mortgage Loan Secured by Rushmore Mall | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 33,100,000 | ||||||||||
Secured Debt | Mortgage Loan Secured by Charlottesville Fashion Square | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt default amount | $ 45,100,000 |
Indebtedness (Book Value and Fa
Indebtedness (Book Value and Fair Value of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fixed Rate Mortgages | ||
Debt Instrument [Line Items] | ||
Book value of debt | $ 982,391 | $ 1,039,375 |
Fair value of debt | $ 987,693 | $ 1,057,727 |
Fixed Rate Mortgages | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 3.96% | 3.79% |
Fixed Rate Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Book value of debt | $ 109,285 | $ 1,420,185 |
Fair value of debt | $ 158,287 | $ 1,203,079 |
Fixed Rate Unsecured Debt | Weighted Average | ||
Debt Instrument [Line Items] | ||
Weighted average discount rates assumed in calculation of fair value for debt | 12.40% | 10.22% |
Derivative Financial Instrume_3
Derivative Financial Instruments (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)derivative | Dec. 31, 2020USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount estimated to be reclassified as an increase to interest expense | $ 12,100 | |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Number of derivatives outstanding | derivative | 11 | |
Notional value of interest rate risk | $ 640,300 | |
Number of derivatives matured | derivative | 4 | |
Notional value of interest rate derivatives matured | $ 250,000 | |
Accrued interest related to final settlement | 1,100 | |
Gain recognized in interest expense | 100 | |
Change in fair value of derivative | 6,400 | |
Interest expense related to periodic interest settlement | 6,300 | |
Interest Rate Products | Designated as Hedging Instruments | Deferred costs and other assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of assets derivative instruments | 6 | $ 0 |
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 | 0 | 14,380 |
Interest Rate Products | Designated as Hedging Instruments | Liabilities Subject To Compromise | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of liability derivative instruments | 7,987 | $ 0 |
Termination value of derivative in net liability position | $ 9,100 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Fair Value of Derivative Financial Instruments) (Details) - Interest rate products - Designated as Hedging Instruments - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Deferred costs and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | $ 6 | $ 0 |
Accounts payable, accrued expenses, intangibles, and deferred revenue | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 0 | 14,380 |
Liabilities Subject To Compromise | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 7,987 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments (Effect of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
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 | $ (52,503) | $ (37,445) | $ (104,054) | $ (76,080) |
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 | (37,445) | (76,080) | ||
Interest rate products | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Loss Recognized in OCL on Derivatives | (1,760) | (17,969) | ||
Interest rate products | Interest expense | Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive loss into interest expense | $ 2,680 | $ 3,443 |
Derivative Financial Instrume_6
Derivative Financial Instruments (Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative instruments, net | $ (7,981) | $ (14,380) |
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 | (7,981) | (14,380) |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease payments, fixed | $ 102,733 | $ 125,366 | $ 209,499 | $ 256,871 |
Operating lease payments, variable | 30,177 | 12,897 | 59,589 | 32,001 |
Amortization of straight-line rent, inducements, and rent abatements | 2,606 | (21,586) | (517) | (20,777) |
Net amortization/accretion of above and below-market leases | 1,073 | 1,712 | 2,035 | 2,818 |
Change in estimate of collectibility of rental income | (2,455) | (21,632) | (8,681) | (26,745) |
Total rental income | $ 134,134 | $ 96,757 | $ 261,925 | $ 244,168 |
Rental Income (Narrative) (Deta
Rental Income (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessor, Lease, Description [Line Items] | ||||
Rent abatement | $ 22,000 | $ 3,300 | $ 22,000 | |
Change in estimate of collectibility of rental income | $ 2,455 | 21,632 | $ 8,681 | 26,745 |
COVID19 Pandemic | ||||
Lessor, Lease, Description [Line Items] | ||||
Change in estimate of collectibility of rental income | $ 21,600 | $ 21,600 |
Rental Income (Lessor, Operatin
Rental Income (Lessor, Operating Lease, Payments to be Received, Maturity) (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (July - December) | $ 212,001 |
2022 | 371,626 |
2023 | 309,551 |
2024 | 247,692 |
2025 | 194,469 |
Thereafter | 600,862 |
Operating lease payments to be received | $ 1,936,201 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | Dec. 17, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020shares | Dec. 16, 2020shares | May 28, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock share split ratio | 0.1111 | |||||||
Common stock, shares, outstanding (in shares) | 21,000,000 | 24,459,645 | 24,459,645 | 20,999,596 | 187,400,000 | |||
Common stock basis value ratio | 1 | |||||||
Common stock for possible future issuance (in shares) | 310,991 | 310,991 | ||||||
Number of shares authorized (in shares) | 810,000 | |||||||
Dividends declared (usd per share/unit) | $ / shares | $ 0 | $ 0 | $ 1.125 | |||||
Preferred stock dividends declared (usd per share/unit) | $ / shares | $ 0 | $ 0 | ||||||
Dividends distribution | $ | $ 3,600,000 | |||||||
General and Administrative Expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated share based compensation expense | $ | $ 1,200,000 | $ 1,900,000 | $ 2,500,000 | $ 3,800,000 | ||||
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) | 0 | 136,805 | ||||||
Fair value of restricted stock awarded | $ | $ 800,000 | |||||||
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% | 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% | 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% | 33.33% | ||||||
Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
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% | |||||||
Performance Shares | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Range of awards earned based on goals | 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 | 0 | ||||||
Canceled, forfeited or expired (in shares) | 5,626 | 3,493 | ||||||
Outstanding number (in shares) | 57,817 | 57,817 | ||||||
Chief Executive Officer | Restricted Stock Units (RSUs) | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Contingent rights (in shares) | 1 | |||||||
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) | 1,111,112 | |||||||
Maximum number of grants per participant (in shares) | 55,556 | |||||||
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) | 52,753 | |||||||
Washington Prime Group, L.P. | Washington Prime Inc | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Ownership interest percentage | 13.90% | 13.90% | ||||||
Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 3,450,397 |
Equity (Summary of Annual Long-
Equity (Summary of Annual Long-term Incentive Awards) (Details) - 2020 Annual Long-Term Incentive Awards | Feb. 25, 2020$ / sharesshares |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | shares | 152,610 |
Grant date fair value per unit (usd per share) | $ / shares | $ 21.69 |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | shares | 152,610 |
Grant date fair value per unit (usd per share) | $ / shares | $ 15.66 |
Commitments and Contingencies_2
Commitments and Contingencies (Concentration Risk) (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Customer Concentration Risk | Sales Revenue, Net | Customer One | |
Concentration Risk [Line Items] | |
Concentration risk | 5.00% |
Commitments and Contingencies_3
Commitments and Contingencies (Lease Commitments) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)leaseproperty | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)leasepropertyfinance_lease | Jun. 30, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Number of ground leases | property | 4 | 4 | ||
Ground rent | $ 204 | $ 209 | $ 410 | $ 331 |
Number of properties subject to office leases | lease | 2 | 2 | ||
Number of garage leases | lease | 1 | 1 | ||
Weighted average remaining lease term | 21 years 7 months 6 days | 21 years 7 months 6 days | ||
Weighted average discount rate | 8.90% | 8.90% | ||
Number of finance leases held | finance_lease | 0 | |||
General and Administrative Expense | ||||
Lessee, Lease, Description [Line Items] | ||||
Ground rent | $ 615 | 612 | $ 1,243 | 1,261 |
Ground Leases | ||||
Lessee, Lease, Description [Line Items] | ||||
Ground rent | $ 13 | $ 5 | $ 20 | $ 10 |
Commitments and Contingencies_4
Commitments and Contingencies (Lessee, Operating Lease, Liability, Maturity) (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (July - December) | $ 1,037 |
2022 | 2,099 |
2023 | 1,427 |
2024 | 999 |
2025 | 1,008 |
Thereafter | 19,370 |
Total lease payments | 25,940 |
Less: Discount | 15,629 |
Present value of lease liabilities | $ 10,311 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Loss Per Common Share, Basic: | ||||
Net loss attributable to common shareholders - basic | $ (105,518) | $ (82,050) | $ (158,472) | $ (78,675) |
Weighted average common shares outstanding - basic (in shares) | 24,778,868 | 21,171,230 | 23,402,736 | 21,093,577 |
Loss per common share , basic (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Loss Per Common Share, Diluted: | ||||
Net loss attributable to common shareholders - basic | $ (105,518) | $ (82,050) | $ (158,472) | $ (78,675) |
Net loss attributable to limited partner unitholders | (1,456) | (14,931) | (11,904) | (14,314) |
Net loss attributable to common shareholders - diluted | $ (106,974) | $ (96,981) | $ (170,376) | $ (92,989) |
Weighted average common shares outstanding - basic (in shares) | 24,778,868 | 21,171,230 | 23,402,736 | 21,093,577 |
Weighted average operating partnership units outstanding (in shares) | 341,960 | 3,831,728 | 1,757,974 | 3,837,747 |
Weighted average common shares outstanding - diluted (in shares) | 25,120,828 | 25,002,958 | 25,160,710 | 24,931,324 |
(Loss) per common share, diluted (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Loss Per Common Share_Unit (Nar
Loss Per Common Share/Unit (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Contingently-Issuable Outstanding Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 57,817 | 63,317 | 57,817 | 63,317 |
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) | 57,817 | 63,317 | 57,817 | 63,317 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 66,857 | 66,857 | 66,857 | 66,857 |
Restricted Stock Units (RSUs) | Washington Prime Group, L.P. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 66,857 | 66,857 | 66,857 | 66,857 |
Performance Based Components | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 262,919 | 318,669 | 262,919 | 318,669 |
Performance Based Components | Washington Prime Group, L.P. | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded (in shares) | 262,919 | 318,669 | 262,919 | 318,669 |
Loss Per Common Share_Unit (Ear
Loss Per Common Share/Unit (Earnings Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Loss Per Common Unit, Basic & Diluted: | ||||
Net loss attributable to common shareholders - basic | $ (105,518) | $ (82,050) | $ (158,472) | $ (78,675) |
Net loss attributable to common unitholders - diluted | $ (106,974) | $ (96,981) | $ (170,376) | $ (92,989) |
Loss per common unit, basic (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Loss per common unit, diluted (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Washington Prime Group, L.P. | ||||
Loss Per Common Unit, Basic & Diluted: | ||||
Net loss attributable to common shareholders - basic | $ (106,974) | $ (96,981) | $ (170,376) | $ (92,989) |
Net loss attributable to common unitholders - diluted | $ (106,974) | $ (96,981) | $ (170,376) | $ (92,989) |
Weighted average common units outstanding - basic (in shares) | 25,120,828 | 25,002,958 | 25,160,710 | 24,931,324 |
Weighted average common units outstanding - diluted (in shares) | 25,120,828 | 25,002,958 | 25,160,710 | 24,931,324 |
Loss per common unit, basic (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Loss per common unit, diluted (usd per share) | $ (4.26) | $ (3.88) | $ (6.77) | $ (3.73) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jul. 09, 2021USD ($)extension | Sep. 30, 2021USD ($) | Jul. 23, 2021USD ($) |
Mortgages | Forecast | |||
Subsequent Event [Line Items] | |||
Debt extinguishment amount | $ 45.1 | ||
Mortgages | Minimum | Forecast | |||
Subsequent Event [Line Items] | |||
Gain on extinguishment of debt, net | 30 | ||
Mortgages | Maximum | Forecast | |||
Subsequent Event [Line Items] | |||
Gain on extinguishment of debt, net | $ 35 | ||
Subsequent Event | Grand Central Mall | |||
Subsequent Event [Line Items] | |||
Face amount | $ 37.4 | ||
Number of extension options | extension | 2 | ||
Period of extension option | 1 year | ||
Subsequent Event | Ashland Town Center | |||
Subsequent Event [Line Items] | |||
Debt default amount | $ 34.6 |