180 East Broad Street
|
||
Columbus
|
Ohio
|
43215
|
(Address of principal executive offices)
|
Title of each class
|
|
Trading Symbols
|
|
Name of each exchange on which registered
|
Common Stock, $0.0001 par value per share
|
|
WPG
|
|
New York Stock Exchange
|
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
|
|
WPGPRH
|
|
New York Stock Exchange
|
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
|
|
WPGPRI
|
|
New York Stock Exchange
|
Washington Prime Group Inc. (Check One):
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
☐
|
Emerging growth company
|
☐
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
|
|
Washington Prime Group, L.P. (Check One):
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Emerging growth company
|
☐
|
|
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
☐
|
|
|
•
|
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
|
•
|
creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.
|
PART I:
|
FINANCIAL INFORMATION
|
PAGE
|
|
|
|
Item 1.
|
Consolidated Financial Statements (unaudited)
|
|
|
|
|
|
Financial Statements for Washington Prime Group Inc.:
|
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Consolidated Statements of Equity for the three and six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Financial Statements for Washington Prime Group, L.P.:
|
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Consolidated Statements of Equity for the three and six months ended June 30, 2020 and 2019
|
|
|
|
|
|
Condensed Notes to Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
PART II:
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
SIGNATURES
|
Item 1.
|
Financial Statements
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS:
|
|
|
|
|
||||
Investment properties at cost
|
|
$
|
5,924,349
|
|
|
$
|
5,902,406
|
|
Less: accumulated depreciation
|
|
2,458,488
|
|
|
2,397,736
|
|
||
|
|
3,465,861
|
|
|
3,504,670
|
|
||
Cash and cash equivalents
|
|
127,019
|
|
|
41,421
|
|
||
Tenant receivables and accrued revenue, net
|
|
125,153
|
|
|
82,762
|
|
||
Investment in and advances to unconsolidated entities, at equity
|
|
415,174
|
|
|
417,092
|
|
||
Deferred costs and other assets
|
|
138,423
|
|
|
205,034
|
|
||
Total assets
|
|
$
|
4,271,630
|
|
|
$
|
4,250,979
|
|
LIABILITIES:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
1,107,947
|
|
|
$
|
1,115,608
|
|
Notes payable
|
|
709,100
|
|
|
957,566
|
|
||
Unsecured term loans
|
|
687,209
|
|
|
686,642
|
|
||
Revolving credit facility
|
|
644,716
|
|
|
204,145
|
|
||
Other indebtedness
|
|
84,355
|
|
|
97,601
|
|
||
Accounts payable, accrued expenses, intangibles, and deferred revenues
|
|
257,634
|
|
|
260,904
|
|
||
Distributions payable
|
|
3,323
|
|
|
3,252
|
|
||
Cash distributions and losses in unconsolidated entities, at equity
|
|
—
|
|
|
15,421
|
|
||
Total liabilities
|
|
3,494,284
|
|
|
3,341,139
|
|
||
Redeemable noncontrolling interests
|
|
3,265
|
|
|
3,265
|
|
||
EQUITY:
|
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
|
||||
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
|
104,251
|
|
|
104,251
|
|
||
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
|
98,325
|
|
|
98,325
|
|
||
Common stock, $0.0001 par value, 350,000,000 shares authorized;
187,432,335 and 186,884,276 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively |
|
19
|
|
|
19
|
|
||
Capital in excess of par value
|
|
1,259,130
|
|
|
1,254,771
|
|
||
Accumulated deficit
|
|
(757,985
|
)
|
|
(655,492
|
)
|
||
Accumulated other comprehensive loss
|
|
(17,809
|
)
|
|
(5,525
|
)
|
||
Total stockholders' equity
|
|
685,931
|
|
|
796,349
|
|
||
Noncontrolling interests
|
|
88,150
|
|
|
110,226
|
|
||
Total equity
|
|
774,081
|
|
|
906,575
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
4,271,630
|
|
|
$
|
4,250,979
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
96,050
|
|
|
$
|
156,230
|
|
|
$
|
243,283
|
|
|
$
|
319,503
|
|
Other income
|
2,714
|
|
|
5,204
|
|
|
8,081
|
|
|
10,754
|
|
||||
Total revenues
|
98,764
|
|
|
161,434
|
|
|
251,364
|
|
|
330,257
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating
|
28,109
|
|
|
36,432
|
|
|
65,389
|
|
|
75,861
|
|
||||
Depreciation and amortization
|
55,380
|
|
|
71,816
|
|
|
115,084
|
|
|
138,194
|
|
||||
Real estate taxes
|
18,437
|
|
|
19,878
|
|
|
38,689
|
|
|
41,992
|
|
||||
Advertising and promotion
|
1,300
|
|
|
2,025
|
|
|
3,104
|
|
|
3,918
|
|
||||
General and administrative
|
11,350
|
|
|
13,124
|
|
|
23,614
|
|
|
27,249
|
|
||||
Ground rent
|
209
|
|
|
195
|
|
|
331
|
|
|
398
|
|
||||
Impairment loss
|
23,800
|
|
|
—
|
|
|
25,119
|
|
|
—
|
|
||||
Total operating expenses
|
138,585
|
|
|
143,470
|
|
|
271,330
|
|
|
287,612
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
(37,445
|
)
|
|
(39,143
|
)
|
|
(76,080
|
)
|
|
(75,973
|
)
|
||||
Impairment on note receivable
|
(11,237
|
)
|
|
—
|
|
|
(11,237
|
)
|
|
—
|
|
||||
Gain on disposition of interests in properties, net
|
437
|
|
|
6,241
|
|
|
27,192
|
|
|
16,231
|
|
||||
Income and other taxes
|
(593
|
)
|
|
(229
|
)
|
|
24
|
|
|
(585
|
)
|
||||
Loss from unconsolidated entities, net
|
(4,754
|
)
|
|
(1,713
|
)
|
|
(5,786
|
)
|
|
(1,761
|
)
|
||||
NET LOSS
|
(93,413
|
)
|
|
(16,880
|
)
|
|
(85,853
|
)
|
|
(19,443
|
)
|
||||
Net loss attributable to noncontrolling interests
|
(14,871
|
)
|
|
(3,126
|
)
|
|
(14,194
|
)
|
|
(4,022
|
)
|
||||
NET LOSS ATTRIBUTABLE TO THE COMPANY
|
(78,542
|
)
|
|
(13,754
|
)
|
|
(71,659
|
)
|
|
(15,421
|
)
|
||||
Less: Preferred share dividends
|
(3,508
|
)
|
|
(3,508
|
)
|
|
(7,016
|
)
|
|
(7,016
|
)
|
||||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(82,050
|
)
|
|
$
|
(17,262
|
)
|
|
$
|
(78,675
|
)
|
|
$
|
(22,437
|
)
|
|
|
|
|
|
|
|
|
||||||||
LOSS PER COMMON SHARE, BASIC & DILUTED
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(93,413
|
)
|
|
$
|
(16,880
|
)
|
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Unrealized income (loss) on interest rate derivative instruments, net
|
920
|
|
|
(9,485
|
)
|
|
(14,526
|
)
|
|
(14,595
|
)
|
||||
Comprehensive loss
|
(92,493
|
)
|
|
(26,365
|
)
|
|
(100,379
|
)
|
|
(34,038
|
)
|
||||
Comprehensive loss attributable to noncontrolling interests
|
(14,730
|
)
|
|
(4,597
|
)
|
|
(16,436
|
)
|
|
(6,285
|
)
|
||||
Comprehensive loss attributable to common shareholders
|
$
|
(77,763
|
)
|
|
$
|
(21,768
|
)
|
|
$
|
(83,943
|
)
|
|
$
|
(27,753
|
)
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation
|
116,827
|
|
|
137,404
|
|
||
Impairment on note receivable
|
11,237
|
|
|
—
|
|
||
Gain on disposition of interests in properties and outparcels, net
|
(27,192
|
)
|
|
(16,231
|
)
|
||
Impairment loss
|
25,119
|
|
|
—
|
|
||
Change in estimate of collectibility of rental income
|
27,630
|
|
|
4,027
|
|
||
Loss from unconsolidated entities, net
|
5,786
|
|
|
1,761
|
|
||
Distributions of income from unconsolidated entities
|
1,087
|
|
|
912
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Tenant receivables and accrued revenue, net
|
(68,811
|
)
|
|
6,142
|
|
||
Deferred costs and other assets
|
(1,027
|
)
|
|
(3,780
|
)
|
||
Accounts payable, accrued expenses, deferred revenues and other liabilities
|
(6,887
|
)
|
|
(17,236
|
)
|
||
Net cash (used in) provided by operating activities
|
(2,084
|
)
|
|
93,556
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures, net
|
(99,807
|
)
|
|
(81,131
|
)
|
||
Net proceeds from disposition of interests in properties and outparcels
|
17,987
|
|
|
20,492
|
|
||
Investments in unconsolidated entities
|
(6,744
|
)
|
|
(5,870
|
)
|
||
Distributions of capital from unconsolidated entities
|
1,764
|
|
|
14,747
|
|
||
Net cash used in investing activities
|
(86,800
|
)
|
|
(51,762
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Distributions to noncontrolling interest holders in properties
|
(51
|
)
|
|
(66
|
)
|
||
Redemption of limited partner units
|
(543
|
)
|
|
(19
|
)
|
||
Net proceeds from issuance of common shares, including common stock plans
|
—
|
|
|
1
|
|
||
Distributions on common and preferred shares/units
|
(35,196
|
)
|
|
(118,754
|
)
|
||
Proceeds from issuance of debt, net of transaction costs
|
500,849
|
|
|
303,088
|
|
||
Repayments of debt
|
(287,999
|
)
|
|
(206,702
|
)
|
||
Other financing activities
|
—
|
|
|
(150
|
)
|
||
Net cash provided by (used in) financing activities
|
177,060
|
|
|
(22,602
|
)
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
88,176
|
|
|
19,192
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
75,475
|
|
|
61,084
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
163,651
|
|
|
$
|
80,276
|
|
|
|
For the Three Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||||||||||
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||
Balance, March 31, 2020
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,257,040
|
|
|
$
|
(675,935
|
)
|
|
$
|
(18,588
|
)
|
|
$
|
765,112
|
|
|
$
|
103,163
|
|
|
$
|
868,275
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
||||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
779
|
|
|
779
|
|
|
141
|
|
|
920
|
|
|
—
|
|
||||||||||
Net loss, excluding $60 of distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,542
|
)
|
|
—
|
|
|
(78,542
|
)
|
|
(14,931
|
)
|
|
(93,473
|
)
|
|
—
|
|
||||||||||
Balance, June 30, 2020
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,259,130
|
|
|
$
|
(757,985
|
)
|
|
$
|
(17,809
|
)
|
|
$
|
685,931
|
|
|
$
|
88,150
|
|
|
$
|
774,081
|
|
|
$
|
3,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
For the Six Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||||||||||
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||
Balance, December 31, 2019
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,254,771
|
|
|
$
|
(655,492
|
)
|
|
$
|
(5,525
|
)
|
|
$
|
796,349
|
|
|
$
|
110,226
|
|
|
$
|
906,575
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
(543
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
(613
|
)
|
|
—
|
|
|
—
|
|
||||||||||
Distributions on common shares/units ($0.125 per common share/unit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,818
|
)
|
|
—
|
|
|
(23,818
|
)
|
|
(4,364
|
)
|
|
(28,182
|
)
|
|
—
|
|
||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,284
|
)
|
|
(12,284
|
)
|
|
(2,242
|
)
|
|
(14,526
|
)
|
|
—
|
|
||||||||||
Net loss, excluding $120 of distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,659
|
)
|
|
—
|
|
|
(71,659
|
)
|
|
(14,314
|
)
|
|
(85,973
|
)
|
|
—
|
|
||||||||||
Balance, June 30, 2020
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,259,130
|
|
|
$
|
(757,985
|
)
|
|
$
|
(17,809
|
)
|
|
$
|
685,931
|
|
|
$
|
88,150
|
|
|
$
|
774,081
|
|
|
$
|
3,265
|
|
|
|
For the Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||||||||||
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||
Balance, March 31, 2019
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,249,490
|
|
|
$
|
(509,187
|
)
|
|
$
|
2,082
|
|
|
$
|
944,980
|
|
|
$
|
138,025
|
|
|
$
|
1,083,005
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,965
|
|
|
—
|
|
|
—
|
|
|
1,965
|
|
|
—
|
|
|
1,965
|
|
|
—
|
|
||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
129
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions on common shares/units ($0.25 per common share/unit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,162
|
)
|
|
—
|
|
|
(47,162
|
)
|
|
(8,688
|
)
|
|
(55,850
|
)
|
|
—
|
|
||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,014
|
)
|
|
(8,014
|
)
|
|
(1,471
|
)
|
|
(9,485
|
)
|
|
—
|
|
||||||||||
Net loss, excluding $60 of distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,754
|
)
|
|
—
|
|
|
(13,754
|
)
|
|
(3,186
|
)
|
|
(16,940
|
)
|
|
—
|
|
||||||||||
Balance, June 30, 2019
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,251,319
|
|
|
$
|
(573,611
|
)
|
|
$
|
(5,932
|
)
|
|
$
|
874,371
|
|
|
$
|
124,790
|
|
|
$
|
999,161
|
|
|
$
|
3,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
For the Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||||||||||
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||
Balance, December 31, 2018
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,247,639
|
|
|
$
|
(456,924
|
)
|
|
$
|
6,400
|
|
|
$
|
999,710
|
|
|
$
|
148,561
|
|
|
$
|
1,148,271
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,743
|
|
|
—
|
|
|
—
|
|
|
3,743
|
|
|
37
|
|
|
3,780
|
|
|
—
|
|
||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions on common shares/units ($0.50 per common share/unit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,250
|
)
|
|
—
|
|
|
(94,250
|
)
|
|
(17,434
|
)
|
|
(111,684
|
)
|
|
—
|
|
||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,332
|
)
|
|
(12,332
|
)
|
|
(2,263
|
)
|
|
(14,595
|
)
|
|
—
|
|
||||||||||
Net loss, excluding $120 of distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,421
|
)
|
|
—
|
|
|
(15,421
|
)
|
|
(4,142
|
)
|
|
(19,563
|
)
|
|
—
|
|
||||||||||
Balance, June 30, 2019
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,251,319
|
|
|
$
|
(573,611
|
)
|
|
$
|
(5,932
|
)
|
|
$
|
874,371
|
|
|
$
|
124,790
|
|
|
$
|
999,161
|
|
|
$
|
3,265
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS:
|
|
|
|
|
||||
Investment properties at cost
|
|
$
|
5,924,349
|
|
|
$
|
5,902,406
|
|
Less: accumulated depreciation
|
|
2,458,488
|
|
|
2,397,736
|
|
||
|
|
3,465,861
|
|
|
3,504,670
|
|
||
Cash and cash equivalents
|
|
127,019
|
|
|
41,421
|
|
||
Tenant receivables and accrued revenue, net
|
|
125,153
|
|
|
82,762
|
|
||
Investment in and advances to unconsolidated entities, at equity
|
|
415,174
|
|
|
417,092
|
|
||
Deferred costs and other assets
|
|
138,423
|
|
|
205,034
|
|
||
Total assets
|
|
$
|
4,271,630
|
|
|
$
|
4,250,979
|
|
LIABILITIES:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
1,107,947
|
|
|
$
|
1,115,608
|
|
Notes payable
|
|
709,100
|
|
|
957,566
|
|
||
Unsecured term loans
|
|
687,209
|
|
|
686,642
|
|
||
Revolving credit facility
|
|
644,716
|
|
|
204,145
|
|
||
Other indebtedness
|
|
84,355
|
|
|
97,601
|
|
||
Accounts payable, accrued expenses, intangibles, and deferred revenues
|
|
257,634
|
|
|
260,904
|
|
||
Distributions payable
|
|
3,323
|
|
|
3,252
|
|
||
Cash distributions and losses in unconsolidated entities, at equity
|
|
—
|
|
|
15,421
|
|
||
Total liabilities
|
|
3,494,284
|
|
|
3,341,139
|
|
||
Redeemable noncontrolling interests
|
|
3,265
|
|
|
3,265
|
|
||
EQUITY:
|
|
|
|
|
||||
Partners' Equity:
|
|
|
|
|
||||
General partner
|
|
|
|
|
||||
Preferred equity, 7,800,000 units issued and outstanding as of June 30, 2020 and December 31, 2019
|
|
202,576
|
|
|
202,576
|
|
||
Common equity, 187,432,335 and 186,884,276 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
483,355
|
|
|
593,773
|
|
||
Total general partners' equity
|
|
685,931
|
|
|
796,349
|
|
||
Limited partners, 34,479,892 and 34,682,956 units issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
87,168
|
|
|
109,193
|
|
||
Total partners' equity
|
|
773,099
|
|
|
905,542
|
|
||
Noncontrolling interests
|
|
982
|
|
|
1,033
|
|
||
Total equity
|
|
774,081
|
|
|
906,575
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
4,271,630
|
|
|
$
|
4,250,979
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
96,050
|
|
|
$
|
156,230
|
|
|
$
|
243,283
|
|
|
$
|
319,503
|
|
Other income
|
2,714
|
|
|
5,204
|
|
|
8,081
|
|
|
10,754
|
|
||||
Total revenues
|
98,764
|
|
|
161,434
|
|
|
251,364
|
|
|
330,257
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating
|
28,109
|
|
|
36,432
|
|
|
65,389
|
|
|
75,861
|
|
||||
Depreciation and amortization
|
55,380
|
|
|
71,816
|
|
|
115,084
|
|
|
138,194
|
|
||||
Real estate taxes
|
18,437
|
|
|
19,878
|
|
|
38,689
|
|
|
41,992
|
|
||||
Advertising and promotion
|
1,300
|
|
|
2,025
|
|
|
3,104
|
|
|
3,918
|
|
||||
General and administrative
|
11,350
|
|
|
13,124
|
|
|
23,614
|
|
|
27,249
|
|
||||
Ground rent
|
209
|
|
|
195
|
|
|
331
|
|
|
398
|
|
||||
Impairment loss
|
23,800
|
|
|
—
|
|
|
25,119
|
|
|
—
|
|
||||
Total operating expenses
|
138,585
|
|
|
143,470
|
|
|
271,330
|
|
|
287,612
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(37,445
|
)
|
|
(39,143
|
)
|
|
(76,080
|
)
|
|
(75,973
|
)
|
||||
Impairment on note receivable
|
(11,237
|
)
|
|
—
|
|
|
(11,237
|
)
|
|
—
|
|
||||
Gain on disposition of interests in properties, net
|
437
|
|
|
6,241
|
|
|
27,192
|
|
|
16,231
|
|
||||
Income and other taxes
|
(593
|
)
|
|
(229
|
)
|
|
24
|
|
|
(585
|
)
|
||||
Loss from unconsolidated entities, net
|
(4,754
|
)
|
|
(1,713
|
)
|
|
(5,786
|
)
|
|
(1,761
|
)
|
||||
NET LOSS ATTRIBUTABLE TO UNITHOLDERS
|
(93,413
|
)
|
|
(16,880
|
)
|
|
(85,853
|
)
|
|
(19,443
|
)
|
||||
Less: Preferred unit distributions
|
(3,568
|
)
|
|
(3,568
|
)
|
|
(7,136
|
)
|
|
(7,136
|
)
|
||||
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS
|
$
|
(96,981
|
)
|
|
$
|
(20,448
|
)
|
|
$
|
(92,989
|
)
|
|
$
|
(26,579
|
)
|
|
|
|
|
|
|
|
|
||||||||
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS:
|
|
|
|
|
|
|
|
||||||||
General partner
|
$
|
(82,050
|
)
|
|
$
|
(17,262
|
)
|
|
$
|
(78,675
|
)
|
|
$
|
(22,437
|
)
|
Limited partners
|
(14,931
|
)
|
|
(3,186
|
)
|
|
(14,314
|
)
|
|
(4,142
|
)
|
||||
Net loss attributable to common unitholders
|
$
|
(96,981
|
)
|
|
$
|
(20,448
|
)
|
|
$
|
(92,989
|
)
|
|
$
|
(26,579
|
)
|
|
|
|
|
|
|
|
|
||||||||
LOSS PER COMMON UNIT, BASIC & DILUTED
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE LOSS:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(93,413
|
)
|
|
$
|
(16,880
|
)
|
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Unrealized income (loss) on interest rate derivative instruments, net
|
920
|
|
|
(9,485
|
)
|
|
(14,526
|
)
|
|
(14,595
|
)
|
||||
Comprehensive loss
|
$
|
(92,493
|
)
|
|
$
|
(26,365
|
)
|
|
$
|
(100,379
|
)
|
|
$
|
(34,038
|
)
|
|
For the Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation
|
116,827
|
|
|
137,404
|
|
||
Impairment on note receivable
|
11,237
|
|
|
—
|
|
||
Gain on disposition of interests in properties and outparcels, net
|
(27,192
|
)
|
|
(16,231
|
)
|
||
Impairment loss
|
25,119
|
|
|
—
|
|
||
Change in estimate of collectibility of rental income
|
27,630
|
|
|
4,027
|
|
||
Loss from unconsolidated entities, net
|
5,786
|
|
|
1,761
|
|
||
Distributions of income from unconsolidated entities
|
1,087
|
|
|
912
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Tenant receivables and accrued revenue, net
|
(68,811
|
)
|
|
6,142
|
|
||
Deferred costs and other assets
|
(1,027
|
)
|
|
(3,780
|
)
|
||
Accounts payable, accrued expenses, deferred revenues and other liabilities
|
(6,887
|
)
|
|
(17,236
|
)
|
||
Net cash (used in) provided by operating activities
|
(2,084
|
)
|
|
93,556
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital expenditures, net
|
(99,807
|
)
|
|
(81,131
|
)
|
||
Net proceeds from disposition of interests in properties and outparcels
|
17,987
|
|
|
20,492
|
|
||
Investments in unconsolidated entities
|
(6,744
|
)
|
|
(5,870
|
)
|
||
Distributions of capital from unconsolidated entities
|
1,764
|
|
|
14,747
|
|
||
Net cash used in investing activities
|
(86,800
|
)
|
|
(51,762
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Distributions to noncontrolling interest holders in properties
|
(51
|
)
|
|
(66
|
)
|
||
Redemption of limited partner units
|
(543
|
)
|
|
(19
|
)
|
||
Net proceeds from issuance of common units, including equity-based compensation plans
|
—
|
|
|
1
|
|
||
Distributions to unitholders
|
(35,196
|
)
|
|
(118,754
|
)
|
||
Proceeds from issuance of debt, net of transaction costs
|
500,849
|
|
|
303,088
|
|
||
Repayments of debt
|
(287,999
|
)
|
|
(206,702
|
)
|
||
Other financing activities
|
—
|
|
|
(150
|
)
|
||
Net cash provided by (used in) financing activities
|
177,060
|
|
|
(22,602
|
)
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
88,176
|
|
|
19,192
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
|
75,475
|
|
|
61,084
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
|
$
|
163,651
|
|
|
$
|
80,276
|
|
|
|
For the Three Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Preferred
|
|
Common
|
|
Total
|
|
Limited Partners
|
|
Total
Partners' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||
Balance, March 31, 2020
|
|
$
|
202,576
|
|
|
$
|
562,536
|
|
|
$
|
765,112
|
|
|
$
|
102,181
|
|
|
$
|
867,293
|
|
|
$
|
982
|
|
|
$
|
868,275
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||||||
Equity-based compensation
|
|
—
|
|
|
1,898
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
||||||||
Adjustments to limited partners' interests
|
|
—
|
|
|
201
|
|
|
201
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions declared on preferred units
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
(60
|
)
|
||||||||
Other comprehensive income
|
|
—
|
|
|
779
|
|
|
779
|
|
|
141
|
|
|
920
|
|
|
—
|
|
|
920
|
|
|
—
|
|
||||||||
Net income (loss)
|
|
3,508
|
|
|
(82,050
|
)
|
|
(78,542
|
)
|
|
(14,931
|
)
|
|
(93,473
|
)
|
|
—
|
|
|
(93,473
|
)
|
|
60
|
|
||||||||
Balance, June 30, 2020
|
|
$
|
202,576
|
|
|
$
|
483,355
|
|
|
$
|
685,931
|
|
|
$
|
87,168
|
|
|
$
|
773,099
|
|
|
$
|
982
|
|
|
$
|
774,081
|
|
|
$
|
3,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
For the Six Months Ended June 30, 2020
|
||||||||||||||||||||||||||||||
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Preferred
|
|
Common
|
|
Total
|
|
Limited Partners
|
|
Total
Partners' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||
Balance, December 31, 2019
|
|
$
|
202,576
|
|
|
$
|
593,773
|
|
|
$
|
796,349
|
|
|
$
|
109,193
|
|
|
$
|
905,542
|
|
|
$
|
1,033
|
|
|
$
|
906,575
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
(543
|
)
|
|
—
|
|
|
(543
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||||||
Equity-based compensation
|
|
—
|
|
|
3,764
|
|
|
3,764
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
||||||||
Adjustments to limited partners' interests
|
|
—
|
|
|
613
|
|
|
613
|
|
|
(613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions on common units ($0.125 per common unit)
|
|
—
|
|
|
(23,818
|
)
|
|
(23,818
|
)
|
|
(4,313
|
)
|
|
(28,131
|
)
|
|
(51
|
)
|
|
(28,182
|
)
|
|
—
|
|
||||||||
Distributions declared on preferred units
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
(120
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
(12,284
|
)
|
|
(12,284
|
)
|
|
(2,242
|
)
|
|
(14,526
|
)
|
|
—
|
|
|
(14,526
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
|
7,016
|
|
|
(78,675
|
)
|
|
(71,659
|
)
|
|
(14,314
|
)
|
|
(85,973
|
)
|
|
—
|
|
|
(85,973
|
)
|
|
120
|
|
||||||||
Balance, June 30, 2020
|
|
$
|
202,576
|
|
|
$
|
483,355
|
|
|
$
|
685,931
|
|
|
$
|
87,168
|
|
|
$
|
773,099
|
|
|
$
|
982
|
|
|
$
|
774,081
|
|
|
$
|
3,265
|
|
|
|
For the Three Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Preferred
|
|
Common
|
|
Total
|
|
Limited Partners
|
|
Total
Partners' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||
Balance, March 31, 2019
|
|
$
|
202,576
|
|
|
$
|
742,404
|
|
|
$
|
944,980
|
|
|
$
|
137,019
|
|
|
$
|
1,081,999
|
|
|
$
|
1,006
|
|
|
$
|
1,083,005
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||
Equity-based compensation
|
|
—
|
|
|
1,965
|
|
|
1,965
|
|
|
—
|
|
|
1,965
|
|
|
—
|
|
|
1,965
|
|
|
—
|
|
||||||||
Adjustments to limited partners' interests
|
|
—
|
|
|
(129
|
)
|
|
(129
|
)
|
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions on common units ($0.25 per common unit)
|
|
—
|
|
|
(47,162
|
)
|
|
(47,162
|
)
|
|
(8,688
|
)
|
|
(55,850
|
)
|
|
—
|
|
|
(55,850
|
)
|
|
—
|
|
||||||||
Distributions declared on preferred units
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
(3,508
|
)
|
|
(60
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
(8,014
|
)
|
|
(8,014
|
)
|
|
(1,471
|
)
|
|
(9,485
|
)
|
|
—
|
|
|
(9,485
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
|
3,508
|
|
|
(17,262
|
)
|
|
(13,754
|
)
|
|
(3,186
|
)
|
|
(16,940
|
)
|
|
—
|
|
|
(16,940
|
)
|
|
60
|
|
||||||||
Balance, June 30, 2019
|
|
$
|
202,576
|
|
|
$
|
671,795
|
|
|
$
|
874,371
|
|
|
$
|
123,784
|
|
|
$
|
998,155
|
|
|
$
|
1,006
|
|
|
$
|
999,161
|
|
|
$
|
3,265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
For the Six Months Ended June 30, 2019
|
||||||||||||||||||||||||||||||
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Preferred
|
|
Common
|
|
Total
|
|
Limited Partners
|
|
Total
Partners' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||
Balance, December 31, 2018
|
|
$
|
202,576
|
|
|
$
|
797,134
|
|
|
$
|
999,710
|
|
|
$
|
147,493
|
|
|
$
|
1,147,203
|
|
|
$
|
1,068
|
|
|
$
|
1,148,271
|
|
|
$
|
3,265
|
|
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Equity-based compensation
|
|
—
|
|
|
3,743
|
|
|
3,743
|
|
|
37
|
|
|
3,780
|
|
|
—
|
|
|
3,780
|
|
|
—
|
|
||||||||
Adjustments to limited partners' interests
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions on common units ($0.50 per common unit)
|
|
—
|
|
|
(94,250
|
)
|
|
(94,250
|
)
|
|
(17,372
|
)
|
|
(111,622
|
)
|
|
(62
|
)
|
|
(111,684
|
)
|
|
—
|
|
||||||||
Distributions declared on preferred units
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
(120
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
(12,332
|
)
|
|
(12,332
|
)
|
|
(2,263
|
)
|
|
(14,595
|
)
|
|
—
|
|
|
(14,595
|
)
|
|
—
|
|
||||||||
Net income (loss)
|
|
7,016
|
|
|
(22,437
|
)
|
|
(15,421
|
)
|
|
(4,142
|
)
|
|
(19,563
|
)
|
|
—
|
|
|
(19,563
|
)
|
|
120
|
|
||||||||
Balance, June 30, 2019
|
|
$
|
202,576
|
|
|
$
|
671,795
|
|
|
$
|
874,371
|
|
|
$
|
123,784
|
|
|
$
|
998,155
|
|
|
$
|
1,006
|
|
|
$
|
999,161
|
|
|
$
|
3,265
|
|
1.
|
Organization
|
2.
|
Basis of Presentation and Principles of Consolidation
|
3.
|
Summary of Significant Accounting Policies
|
•
|
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.
|
|
Balance at June 30,
|
|
Balance at December 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2019
|
|
2018
|
||||||||
Cash and cash equivalents
|
$
|
127,019
|
|
|
$
|
30,683
|
|
|
$
|
41,421
|
|
|
$
|
42,542
|
|
Restricted cash
|
36,632
|
|
|
49,593
|
|
|
34,054
|
|
|
18,542
|
|
||||
Total cash, cash equivalents and restricted cash
|
$
|
163,651
|
|
|
$
|
80,276
|
|
|
$
|
75,475
|
|
|
$
|
61,084
|
|
4.
|
Investment in Real Estate
|
Sales Date
|
|
Parcels Sold
|
|
Purchase Price
|
|
Sales Proceeds
|
|||||
February 13, 2020
|
|
2
|
|
|
$
|
1,961
|
|
|
$
|
1,945
|
|
Sales Date
|
|
Parcels Sold
|
|
Purchase Price
|
|
Sales Proceeds
|
|||||
January 18, 2019
|
|
8
|
|
|
$
|
9,435
|
|
|
$
|
9,364
|
|
February 11, 2019
|
|
1
|
|
|
2,766
|
|
|
2,720
|
|
||
April 3, 2019
|
|
1
|
|
|
2,048
|
|
|
2,016
|
|
||
June 28, 2019
|
|
3
|
|
|
3,050
|
|
|
3,031
|
|
||
|
|
13
|
|
|
$
|
17,299
|
|
|
$
|
17,131
|
|
|
|
|
|
|
|
|
5.
|
Investment in Unconsolidated Entities, at Equity
|
•
|
The O'Connor Joint Venture I
|
•
|
The O'Connor Joint Venture II
|
•
|
The Seminole Joint Venture
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Total revenues
|
$
|
44,342
|
|
|
$
|
63,617
|
|
|
$
|
107,565
|
|
|
$
|
129,639
|
|
Operating expenses
|
20,869
|
|
|
26,995
|
|
|
47,769
|
|
|
53,823
|
|
||||
Depreciation and amortization
|
20,916
|
|
|
25,579
|
|
|
46,305
|
|
|
51,336
|
|
||||
Operating income
|
2,557
|
|
|
11,043
|
|
|
13,491
|
|
|
24,480
|
|
||||
Gain (loss) on sale of interests in properties
|
2,039
|
|
|
(1,289
|
)
|
|
2,039
|
|
|
(1,289
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
15,605
|
|
|
—
|
|
||||
Interest expense, taxes, and other, net
|
(12,142
|
)
|
|
(12,918
|
)
|
|
(24,569
|
)
|
|
(25,983
|
)
|
||||
Net (loss) income of the Company's unconsolidated real estate entities
|
$
|
(7,546
|
)
|
|
$
|
(3,164
|
)
|
|
$
|
6,566
|
|
|
$
|
(2,792
|
)
|
|
|
|
|
|
|
|
|
||||||||
Our share of loss from the Company's unconsolidated real estate entities
|
$
|
(4,754
|
)
|
|
$
|
(1,713
|
)
|
|
$
|
(5,786
|
)
|
|
$
|
(1,761
|
)
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Assets:
|
|
|
|
|
||||
Investment properties at cost, net
|
|
$
|
1,850,156
|
|
|
$
|
1,905,336
|
|
Construction in progress
|
|
42,179
|
|
|
38,280
|
|
||
Cash and cash equivalents
|
|
37,263
|
|
|
43,137
|
|
||
Tenant receivables and accrued revenue, net
|
|
46,684
|
|
|
31,238
|
|
||
Deferred costs and other assets (1)
|
|
287,669
|
|
|
301,133
|
|
||
Total assets
|
|
$
|
2,263,951
|
|
|
$
|
2,319,124
|
|
Liabilities and Members’ Equity:
|
|
|
|
|
|
|
||
Mortgage notes payable
|
|
$
|
1,225,547
|
|
|
$
|
1,282,307
|
|
Accounts payable, accrued expenses, intangibles, and deferred revenues(2)
|
|
288,407
|
|
|
297,163
|
|
||
Total liabilities
|
|
1,513,954
|
|
|
1,579,470
|
|
||
Members’ equity
|
|
749,997
|
|
|
739,654
|
|
||
Total liabilities and members’ equity
|
|
$
|
2,263,951
|
|
|
$
|
2,319,124
|
|
Our share of members’ equity, net
|
|
$
|
394,785
|
|
|
$
|
384,332
|
|
|
|
|
|
|
||||
Our share of members’ equity, net
|
|
$
|
394,785
|
|
|
$
|
384,332
|
|
Advances and excess investment
|
|
20,389
|
|
|
17,339
|
|
||
Net investment in and advances to unconsolidated entities, at equity(3)
|
|
$
|
415,174
|
|
|
$
|
401,671
|
|
(1)
|
Includes value of acquired in-place leases and acquired above-market leases with a net book value of $73,053 and $79,457 as of June 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,148 and $172,991 related to ground leases for which our joint ventures are the lessees as of June 30, 2020 and December 31, 2019, respectively.
|
(2)
|
Includes the net book value of below market leases of $40,174 and $45,757 as of June 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,148 and $172,991 related to ground leases for which our joint ventures are the lessees as of June 30, 2020 and December 31, 2019, respectively.
|
(3)
|
Includes $415,174 and $417,092 of investment in and advances to unconsolidated entities, at equity as of June 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of June 30, 2020 and December 31, 2019, respectively.
|
Property
|
|
Principal Outstanding
|
|
Interest Rate
|
|
Monthly Service Terms
|
|
Description of Relief
|
|
Duration
|
|
Repayment Terms1
|
|||
Arbor Hills
|
|
$
|
24,035
|
|
|
4.27
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Arboretum, The
|
|
$
|
59,400
|
|
|
4.13
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
5 months commencing August 2020
|
Classen Curve & The Triangle at Classen Curve
|
|
$
|
52,779
|
|
|
3.90
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
5 months commencing August 2020
|
Gateway Centers
|
|
$
|
112,500
|
|
|
4.03
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
5 months commencing August 2020
|
Mall at Johnson City, The
|
|
$
|
47,768
|
|
|
6.76
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Nichols Hills Plaza
|
|
$
|
12,571
|
|
|
2.66
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
Due at maturity (Jan. 1, 2023)
|
Polaris Fashion Place
|
|
$
|
240,170
|
|
|
3.94
|
%
|
|
Interest and principal
|
|
Interest
|
|
3 months commencing May 2020
|
|
5 months commencing August 2020
|
Town Center Crossing
|
|
$
|
32,534
|
|
|
4.25
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Town Center Plaza
|
|
$
|
65,830
|
|
|
5.00
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Scottsdale Quarter (Blocks K & M)
|
|
$
|
55,000
|
|
|
4.36
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
Commencing August 2020 with payments made from excess property cash flow until repaid in full
|
6.
|
Indebtedness
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Face amount of mortgage loans
|
|
$
|
1,110,243
|
|
|
$
|
1,117,242
|
|
Fair value adjustments, net
|
|
2,312
|
|
|
3,463
|
|
||
Debt issuance cost, net
|
|
(4,608
|
)
|
|
(5,097
|
)
|
||
Carrying value of mortgage loans
|
|
$
|
1,107,947
|
|
|
$
|
1,115,608
|
|
Balance at December 31, 2019
|
$
|
1,115,608
|
|
Debt amortization payments
|
(6,999
|
)
|
|
Issuance costs incurred upon debt modifications
|
(151
|
)
|
|
Amortization of fair value and other adjustments
|
(1,151
|
)
|
|
Amortization of debt issuance costs
|
640
|
|
|
Balance at June 30, 2020
|
$
|
1,107,947
|
|
Property
|
|
Principal Outstanding
|
|
Interest Rate
|
|
Monthly Service Terms
|
|
Description of Relief
|
|
Duration
|
|
Repayment Terms1
|
|||
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza
|
|
$
|
117,000
|
|
|
3.67
|
%
|
|
Interest only
|
|
Interest
|
|
6 months commencing May 2020
|
|
6 months commencing November 2020
|
Southgate Mall
|
|
$
|
35,000
|
|
|
4.48
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
Due at maturity (Sept. 27, 2023)
|
Town Center at Aurora
|
|
$
|
51,000
|
|
|
4.92
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
6 months commencing May 2020
|
|
Commencing November 2020 with payments made from excess property cash flow until repaid in full
|
Westminster Mall
|
|
$
|
76,086
|
|
|
4.65
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing June 2020, paid from escrows
|
|
Not applicable
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Notes payable:
|
|
|
|
|
||||
Face amount - the Exchange Notes(1)
|
|
$
|
—
|
|
|
$
|
250,000
|
|
Face amount - Senior Notes due 2024(2)
|
|
720,900
|
|
|
720,900
|
|
||
Debt discount, net
|
|
(7,111
|
)
|
|
(7,864
|
)
|
||
Debt issuance costs, net
|
|
(4,689
|
)
|
|
(5,470
|
)
|
||
Total carrying value of notes payable
|
|
$
|
709,100
|
|
|
$
|
957,566
|
|
|
|
|
|
|
||||
Unsecured term loans:(7)
|
|
|
|
|
||||
Face amount - Term Loan(3)(4)
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Face amount - December 2015 Term Loan(5)
|
|
340,000
|
|
|
340,000
|
|
||
Debt issuance costs, net
|
|
(2,791
|
)
|
|
(3,358
|
)
|
||
Total carrying value of unsecured term loans
|
|
$
|
687,209
|
|
|
$
|
686,642
|
|
|
|
|
|
|
||||
Revolving credit facility:(3)(6)
|
|
|
|
|
||||
Face amount
|
|
$
|
647,000
|
|
|
$
|
207,000
|
|
Debt issuance costs, net
|
|
(2,284
|
)
|
|
(2,855
|
)
|
||
Total carrying value of revolving credit facility
|
|
$
|
644,716
|
|
|
$
|
204,145
|
|
|
|
|
|
|
||||
Other indebtedness:(8)
|
|
|
|
|
||||
Face amount
|
|
$
|
98,900
|
|
|
$
|
98,900
|
|
Debt issuance costs, net
|
|
(1,535
|
)
|
|
(1,561
|
)
|
||
Accretion adjustment, net
|
|
(13,010
|
)
|
|
262
|
|
||
Total carrying value of other indebtedness
|
|
$
|
84,355
|
|
|
$
|
97,601
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||
Book value of fixed-rate mortgages(1)
|
|
$1,045,243
|
|
$1,052,242
|
||
Fair value of fixed-rate mortgages
|
|
$1,073,408
|
|
$1,062,205
|
||
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages
|
|
3.81
|
%
|
|
4.24
|
%
|
|
|
|
|
|
||
Book value of fixed-rate corporate debt(1)
|
|
$1,396,790
|
|
$1,660,062
|
||
Fair value of fixed-rate corporate debt
|
|
$1,156,446
|
|
$1,673,105
|
||
Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt
|
|
9.52
|
%
|
|
6.03
|
%
|
7.
|
Derivative Financial Instruments
|
Derivatives designated as hedging instruments:
|
Balance Sheet
Location |
|
June 30, 2020
|
|
December 31, 2019
|
|||||
Interest rate products
|
Liability derivatives
|
Accounts payable, accrued expenses, intangibles, and deferred revenue
|
|
$
|
21,089
|
|
|
$
|
6,592
|
|
Derivatives in Cash Flow Hedging Relationships
(Interest rate products) |
|
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
|
|
2019
|
|
2020
|
|
2019
|
|||||||||||
Amount of Loss Recognized in OCL on Derivative
|
|
Interest expense
|
|
$
|
(1,760
|
)
|
|
$
|
(8,955
|
)
|
|
$
|
(17,969
|
)
|
|
$
|
(13,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amount of Loss or (Gain) Reclassified from AOCL into Income
|
|
Interest expense
|
|
$
|
2,680
|
|
|
$
|
(530
|
)
|
|
$
|
3,443
|
|
|
$
|
(1,075
|
)
|
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
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded
|
|
$
|
(37,445
|
)
|
|
$
|
(39,143
|
)
|
|
$
|
(76,080
|
)
|
|
$
|
(75,973
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense
|
|
$
|
2,680
|
|
|
$
|
(530
|
)
|
|
$
|
3,443
|
|
|
$
|
(1,075
|
)
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Balance at June 30, 2020
|
||||||||
Derivative instruments, net
|
$
|
—
|
|
|
$
|
(21,089
|
)
|
|
$
|
—
|
|
|
$
|
(21,089
|
)
|
|
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Balance at December 31, 2019
|
||||||||
Derivative instruments, net
|
$
|
—
|
|
|
$
|
(6,592
|
)
|
|
$
|
—
|
|
|
$
|
(6,592
|
)
|
8.
|
Rental Income
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating lease payments, fixed
|
|
$
|
125,366
|
|
|
$
|
138,173
|
|
|
$
|
256,871
|
|
|
$
|
282,349
|
|
Operating lease payments, variable
|
|
12,897
|
|
|
16,397
|
|
|
32,001
|
|
|
34,459
|
|
||||
Amortization of straight-line rent, inducements, and rent abatements
|
|
(21,586
|
)
|
|
1,163
|
|
|
(20,777
|
)
|
|
2,272
|
|
||||
Net amortization/accretion of above and below-market leases
|
|
1,712
|
|
|
1,544
|
|
|
2,818
|
|
|
4,450
|
|
||||
Change in estimate of collectibility of rental income
|
|
(22,339
|
)
|
|
(1,047
|
)
|
|
(27,630
|
)
|
|
(4,027
|
)
|
||||
Total rental income
|
|
$
|
96,050
|
|
|
$
|
156,230
|
|
|
$
|
243,283
|
|
|
$
|
319,503
|
|
2020 (July - December)
|
|
$
|
234,763
|
|
2021
|
|
403,817
|
|
|
2022
|
|
338,531
|
|
|
2023
|
|
276,796
|
|
|
2024
|
|
216,380
|
|
|
Thereafter
|
|
655,045
|
|
|
|
|
$
|
2,125,332
|
|
9.
|
Equity
|
|
|
2020 Annual Long-Term Incentive Awards
|
|
2019 Annual Long-Term Incentive Awards
|
Grant Date
|
|
February 25, 2020
|
|
February 20, 2019
|
|
|
|
|
|
RSUs issued
|
|
1,373,422
|
|
572,163
|
Grant date fair value per unit
|
|
$2.41
|
|
$5.77
|
|
|
|
|
|
PSUs issued
|
|
1,373,422
|
|
572,163
|
Grant date fair value per unit
|
|
$1.74
|
|
$4.98
|
10.
|
Commitments and Contingencies
|
2020 (July - December)
|
|
$
|
1,026
|
|
2021
|
|
2,069
|
|
|
2022
|
|
2,099
|
|
|
2023
|
|
1,427
|
|
|
2024
|
|
999
|
|
|
Thereafter
|
|
20,378
|
|
|
Total lease payments
|
|
27,998
|
|
|
Less: Discount
|
|
15,919
|
|
|
Present value of lease liabilities
|
|
$
|
12,079
|
|
11.
|
Loss Per Common Share/Unit
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Loss Per Common Share, Basic:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shareholders - basic
|
|
$
|
(82,050
|
)
|
|
$
|
(17,262
|
)
|
|
$
|
(78,675
|
)
|
|
$
|
(22,437
|
)
|
Weighted average shares outstanding - basic
|
|
190,541,074
|
|
|
188,486,685
|
|
|
189,842,197
|
|
|
188,285,604
|
|
||||
Loss per common share, basic
|
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Loss Per Common Share, Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shareholders - basic
|
|
$
|
(82,050
|
)
|
|
$
|
(17,262
|
)
|
|
$
|
(78,675
|
)
|
|
$
|
(22,437
|
)
|
Net loss attributable to limited partner unitholders
|
|
(14,931
|
)
|
|
(3,186
|
)
|
|
(14,314
|
)
|
|
(4,142
|
)
|
||||
Net loss attributable to common shareholders - diluted
|
|
$
|
(96,981
|
)
|
|
$
|
(20,448
|
)
|
|
$
|
(92,989
|
)
|
|
$
|
(26,579
|
)
|
Weighted average common shares outstanding - basic
|
|
190,541,074
|
|
|
188,486,685
|
|
|
189,842,197
|
|
|
188,285,604
|
|
||||
Weighted average operating partnership units outstanding
|
|
34,485,545
|
|
|
34,752,540
|
|
|
34,539,716
|
|
|
34,741,867
|
|
||||
Weighted average common shares outstanding - diluted
|
|
225,026,619
|
|
|
223,239,225
|
|
|
224,381,913
|
|
|
223,027,471
|
|
||||
Loss per common share, diluted
|
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Loss Per Common Unit, Basic & Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common unitholders - basic and diluted
|
|
$
|
(96,981
|
)
|
|
$
|
(20,448
|
)
|
|
$
|
(92,989
|
)
|
|
$
|
(26,579
|
)
|
Weighted average common units outstanding - basic & diluted
|
|
225,026,619
|
|
|
223,239,225
|
|
|
224,381,913
|
|
|
223,027,471
|
|
||||
Loss per common unit, basic & diluted
|
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
12.
|
Subsequent Events
|
Property
|
|
Principal Outstanding
|
|
Interest Rate
|
|
Monthly Service Terms
|
|
Description of Relief
|
|
Duration
|
|
Repayment Terms
|
|||
Canyon View Marketplace
|
|
$
|
5,087
|
|
|
5.47
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
6 months commencing August 2020
|
Grand Central Mall
|
|
$
|
38,378
|
|
|
6.05
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing June 2020
|
|
12 months commencing September 2020, but outstanding payments due at maturity (July 6, 2021)
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Property
|
|
Principal Outstanding
|
|
Interest Rate
|
|
Monthly Service Terms
|
|
Description of Relief
|
|
Duration
|
|
Repayment Terms1
|
|||
Nichols Hills Plaza
|
|
$
|
12,571
|
|
|
2.66
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
Due at maturity (Jan. 1, 2023)
|
Polaris Fashion Place
|
|
$
|
240,170
|
|
|
3.94
|
%
|
|
Interest and principal
|
|
Interest
|
|
3 months commencing May 2020
|
|
5 months commencing August 2020
|
Town Center Crossing
|
|
$
|
32,534
|
|
|
4.25
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Town Center Plaza
|
|
$
|
65,830
|
|
|
5.00
|
%
|
|
Interest and principal
|
|
Interest and principal
|
|
3 months commencing May 2020
|
|
12 months commencing August 2020
|
Scottsdale Quarter (Blocks K & M)
|
|
$
|
55,000
|
|
|
4.36
|
%
|
|
Interest only
|
|
Interest
|
|
3 months commencing May 2020
|
|
Commencing August 2020 with payments made from excess property cash flow until repaid in full
|
Sales Date
|
|
Parcels Sold
|
|
Purchase Price
|
|
Sales Proceeds
|
|||||
February 13, 2020
|
|
2
|
|
|
$
|
1,961
|
|
|
$
|
1,945
|
|
|
|
June 30, 2020
|
|
June 30, 2019
|
|
% Change
|
Ending occupancy(1)
|
|
91.9%
|
|
93.0%
|
|
(1.1)%
|
Average base minimum rent per square foot(2)
|
|
$21.39
|
|
$21.52
|
|
(0.6)%
|
(1)
|
Ending occupancy is the percentage of managed gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all Company-owned space except for anchors, majors, freestanding office and outlots at our enclosed retail properties in the calculation of ending occupancy. Open air property GLA included in the calculation relates to all Company-owned space other than office space.
|
(2)
|
Average base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.
|
•
|
funded capital expenditures and redevelopment projects of $99.8 million;
|
•
|
received net proceeds from the sale of interests in properties and outparcels of $18.0 million;
|
•
|
funded investments in unconsolidated entities of $6.7 million;
|
•
|
received distributions of capital from unconsolidated entities of $1.8 million;
|
•
|
received net proceeds from our debt financing, refinancing and repayment activities of $212.9 million; and
|
•
|
funded distributions to common and preferred shareholders and unitholders of $35.2 million.
|
•
|
excess cash generated from operating performance and working capital reserves;
|
•
|
borrowings on our debt arrangements;
|
•
|
opportunistic asset sales;
|
•
|
additional secured or unsecured debt financing; or
|
•
|
additional equity raised in the public or private markets.
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Face amount of mortgage loans
|
|
$
|
1,110,243
|
|
|
$
|
1,117,242
|
|
Fair value adjustments, net
|
|
2,312
|
|
|
3,463
|
|
||
Debt issuance cost, net
|
|
(4,608
|
)
|
|
(5,097
|
)
|
||
Carrying value of mortgage loans
|
|
$
|
1,107,947
|
|
|
$
|
1,115,608
|
|
Balance at December 31, 2019
|
$
|
1,115,608
|
|
Debt amortization payments
|
(6,999
|
)
|
|
Issuance costs incurred upon debt modifications
|
(151
|
)
|
|
Amortization of fair value and other adjustments
|
(1,151
|
)
|
|
Amortization of debt issuance costs
|
640
|
|
|
Balance at June 30, 2020
|
$
|
1,107,947
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Notes payable:
|
|
|
|
|
||||
Face amount - the Exchange Notes(1)
|
|
$
|
—
|
|
|
$
|
250,000
|
|
Face amount - Senior Notes due 2024(2)
|
|
720,900
|
|
|
720,900
|
|
||
Debt discount, net
|
|
(7,111
|
)
|
|
(7,864
|
)
|
||
Debt issuance costs, net
|
|
(4,689
|
)
|
|
(5,470
|
)
|
||
Total carrying value of notes payable
|
|
$
|
709,100
|
|
|
$
|
957,566
|
|
|
|
|
|
|
||||
Unsecured term loans:(7)
|
|
|
|
|
||||
Face amount - Term Loan(3)(4)
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Face amount - December 2015 Term Loan(5)
|
|
340,000
|
|
|
340,000
|
|
||
Debt issuance costs, net
|
|
(2,791
|
)
|
|
(3,358
|
)
|
||
Total carrying value of unsecured term loans
|
|
$
|
687,209
|
|
|
$
|
686,642
|
|
|
|
|
|
|
||||
Revolving credit facility:(3)(6)
|
|
|
|
|
||||
Face amount
|
|
$
|
647,000
|
|
|
$
|
207,000
|
|
Debt issuance costs, net
|
|
(2,284
|
)
|
|
(2,855
|
)
|
||
Total carrying value of revolving credit facility
|
|
$
|
644,716
|
|
|
$
|
204,145
|
|
|
|
|
|
|
||||
Other indebtedness:(8)
|
|
|
|
|
||||
Face amount
|
|
$
|
98,900
|
|
|
$
|
98,900
|
|
Debt issuance costs, net
|
|
(1,535
|
)
|
|
(1,561
|
)
|
||
Accretion adjustment, net
|
|
(13,010
|
)
|
|
262
|
|
||
Total carrying value of other indebtedness
|
|
$
|
84,355
|
|
|
$
|
97,601
|
|
|
|
June 30, 2020
|
|
Weighted
Average
Interest Rate
|
|
December 31, 2019
|
|
Weighted
Average
Interest Rate
|
||||||
Fixed-rate debt, face amount (1)
|
|
$
|
2,442,033
|
|
|
5.43
|
%
|
|
$
|
2,712,304
|
|
|
5.17
|
%
|
Variable-rate debt, face amount
|
|
812,000
|
|
|
2.04
|
%
|
|
372,000
|
|
|
3.73
|
%
|
||
Total face amount of debt
|
|
3,254,033
|
|
|
4.58
|
%
|
|
3,084,304
|
|
|
5.00
|
%
|
||
Note discount
|
|
(7,111
|
)
|
|
|
|
(7,864
|
)
|
|
|
||||
Fair value adjustments, net
|
|
2,312
|
|
|
|
|
3,463
|
|
|
|
||||
Debt issuance costs, net
|
|
(15,907
|
)
|
|
|
|
(18,341
|
)
|
|
|
||||
Total carrying value of debt
|
|
$
|
3,233,327
|
|
|
|
|
$
|
3,061,562
|
|
|
|
|
|
2020
|
|
2021 - 2022
|
|
2023 - 2024
|
|
Thereafter
|
|
Total
|
||||||||||
Long term debt(1)
|
|
$
|
50,507
|
|
|
$
|
1,446,229
|
|
|
$
|
1,390,559
|
|
|
$
|
390,133
|
|
|
$
|
3,277,428
|
|
Interest payments(2)
|
|
68,931
|
|
|
255,705
|
|
|
136,440
|
|
|
291,405
|
|
|
752,481
|
|
|||||
Distributions(3)
|
|
3,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,568
|
|
|||||
Ground rent/operating leases(4)
|
|
1,105
|
|
|
4,321
|
|
|
2,470
|
|
|
20,378
|
|
|
28,274
|
|
|||||
Purchase/tenant obligations(5)
|
|
67,549
|
|
|
67,549
|
|
|
—
|
|
|
—
|
|
|
135,098
|
|
|||||
Total
|
|
$
|
191,660
|
|
|
$
|
1,773,804
|
|
|
$
|
1,529,469
|
|
|
$
|
701,916
|
|
|
$
|
4,196,849
|
|
|
|
2020
|
|
2021 - 2022
|
|
2023 - 2024
|
|
Thereafter
|
|
Total
|
||||||||||
Long term debt(1)
|
|
$
|
5,618
|
|
|
$
|
48,354
|
|
|
$
|
21,374
|
|
|
$
|
541,178
|
|
|
$
|
616,524
|
|
Interest payments(2)
|
|
15,779
|
|
|
47,984
|
|
|
44,393
|
|
|
22,652
|
|
|
130,808
|
|
|||||
Ground rent/operating leases(3)
|
|
1,992
|
|
|
8,058
|
|
|
8,470
|
|
|
185,327
|
|
|
203,847
|
|
|||||
Purchase/tenant obligations(4)
|
|
16,054
|
|
|
16,054
|
|
|
—
|
|
|
—
|
|
|
32,108
|
|
|||||
Total
|
|
$
|
39,443
|
|
|
$
|
120,450
|
|
|
$
|
74,237
|
|
|
$
|
749,157
|
|
|
$
|
983,287
|
|
|
|
2020 Annual Long-Term Incentive Awards
|
|
2019 Annual Long-Term Incentive Awards
|
Grant Date
|
|
February 25, 2020
|
|
February 20, 2019
|
|
|
|
|
|
RSUs issued
|
|
1,373,422
|
|
572,163
|
Grant date fair value per unit
|
|
$2.41
|
|
$5.77
|
|
|
|
|
|
PSUs issued
|
|
1,373,422
|
|
572,163
|
Grant date fair value per unit
|
|
$1.74
|
|
$4.98
|
Redevelopments and expansions
|
|
$
|
70,245
|
|
Tenant allowances
|
|
10,528
|
|
|
Operational capital expenditures
|
|
11,018
|
|
|
Total(1)
|
|
$
|
91,791
|
|
•
|
excluding real estate related depreciation and amortization;
|
•
|
excluding gains and losses from extraordinary items and cumulative effects of accounting changes;
|
•
|
excluding gains and losses from the sales or disposals of previously depreciated retail operating properties;
|
•
|
excluding gains and losses upon acquisition of controlling interests in properties;
|
•
|
excluding impairment charges of depreciable real estate;
|
•
|
plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.
|
•
|
do not represent cash flow from operations as defined by GAAP;
|
•
|
should not be considered as alternatives to net (loss) income determined in accordance with GAAP as a measure of operating performance; and
|
•
|
are not alternatives to cash flows as a measure of liquidity.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
|
$
|
(93,413
|
)
|
|
$
|
(16,880
|
)
|
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Less: Preferred dividends and distributions on preferred operating partnership units
|
|
(3,568
|
)
|
|
(3,568
|
)
|
|
(7,136
|
)
|
|
(7,136
|
)
|
||||
Adjustments to Arrive at FFO:
|
|
|
|
|
|
|
|
|
||||||||
Real estate depreciation and amortization, including joint venture impact
|
|
63,732
|
|
|
81,691
|
|
|
133,501
|
|
|
157,905
|
|
||||
Impairment loss, including (gain) on disposition of interests in properties, net
|
|
23,817
|
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
||||
FFO of the Operating Partnership (1)
|
|
(9,432
|
)
|
|
61,243
|
|
|
40,219
|
|
|
131,326
|
|
||||
FFO allocable to limited partners
|
|
(1,467
|
)
|
|
9,529
|
|
|
6,258
|
|
|
20,433
|
|
||||
FFO allocable to common shareholders/unitholders
|
|
$
|
(7,965
|
)
|
|
$
|
51,714
|
|
|
$
|
33,961
|
|
|
$
|
110,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted loss per share/unit
|
|
$
|
(0.43
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.12
|
)
|
Adjustments to arrive at FFO per share/unit:
|
|
|
|
|
|
|
|
|
||||||||
Real estate depreciation and amortization, including joint venture impact
|
|
0.28
|
|
|
0.36
|
|
|
0.59
|
|
|
0.71
|
|
||||
Impairment loss, including (gain) on disposition of interests in properties, net
|
|
0.11
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
||||
Diluted FFO per share/unit
|
|
$
|
(0.04
|
)
|
|
$
|
0.27
|
|
|
$
|
0.18
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
|
190,541,074
|
|
|
188,486,685
|
|
|
189,842,197
|
|
|
188,285,604
|
|
||||
Weighted average limited partnership units outstanding
|
|
34,485,545
|
|
|
34,752,540
|
|
|
34,539,716
|
|
|
34,741,867
|
|
||||
Weighted average additional dilutive securities outstanding (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,790
|
|
||||
Weighted average shares/units outstanding - diluted
|
|
225,026,619
|
|
|
223,239,225
|
|
|
224,381,913
|
|
|
223,040,261
|
|
(1)
|
FFO of the operating partnership decreased $91.1 million for the six months ended June 30, 2020 compared to the six months ended June 30, 2019. During the six months ended June 30, 2020, comparable NOI, inclusive of sold centers, decreased $56.6 million, which can be primarily attributed to the economic impact of the COVID-19 pandemic. Additionally, during the quarter ended June 30, 2020 we recorded an $11.2 million impairment on a note receivable that related to seller bridge financing that the Company provided in connection with a failed sale-leaseback transaction that occurred during the fourth quarter of 2019. Also, we received $17.5 million less in FFO from the sale of outparcels and properties when comparing the six months ending June 30, 2020 to 2019. Lastly, we experienced a decrease of $4.9 million in mark-to-market lease revenue, fee income, and lease termination income.
|
(2)
|
The weighted average additional dilutive securities for the six months ended June 30, 2019 are excluded for purposes of calculating diluted loss per share/unit because their effect would have been anti-dilutive.
|
•
|
straight-line rents and fair value rent amortization;
|
•
|
management fee allocation to promote comparability across periods; and
|
•
|
termination income, out-parcel sales and material insurance proceeds, which are deemed to be outside of normal operating results.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
|
$
|
(93,413
|
)
|
|
$
|
(16,880
|
)
|
|
$
|
(85,853
|
)
|
|
$
|
(19,443
|
)
|
Loss from unconsolidated entities
|
|
4,754
|
|
|
1,713
|
|
|
5,786
|
|
|
1,761
|
|
||||
Income and other taxes
|
|
593
|
|
|
229
|
|
|
(24
|
)
|
|
585
|
|
||||
Impairment on note receivable
|
|
11,237
|
|
|
—
|
|
|
11,237
|
|
|
—
|
|
||||
Gain on disposition of interests in properties, net
|
|
(437
|
)
|
|
(6,241
|
)
|
|
(27,192
|
)
|
|
(16,231
|
)
|
||||
Interest expense, net
|
|
37,445
|
|
|
39,143
|
|
|
76,080
|
|
|
75,973
|
|
||||
Operating (loss) income
|
|
(39,821
|
)
|
|
17,964
|
|
|
(19,966
|
)
|
|
42,645
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
55,380
|
|
|
71,816
|
|
|
115,084
|
|
|
138,194
|
|
||||
Impairment loss
|
|
23,800
|
|
|
—
|
|
|
25,119
|
|
|
—
|
|
||||
General and administrative
|
|
11,350
|
|
|
13,124
|
|
|
23,614
|
|
|
27,249
|
|
||||
Fee income
|
|
(1,230
|
)
|
|
(2,680
|
)
|
|
(3,417
|
)
|
|
(5,427
|
)
|
||||
Management fee allocation
|
|
36
|
|
|
80
|
|
|
36
|
|
|
84
|
|
||||
Pro-rata share of unconsolidated joint ventures in comp NOI
|
|
10,577
|
|
|
17,372
|
|
|
27,979
|
|
|
34,824
|
|
||||
Property allocated corporate expense
|
|
4,192
|
|
|
4,209
|
|
|
8,947
|
|
|
8,333
|
|
||||
Non-comparable properties and other (1)
|
|
1,221
|
|
|
(248
|
)
|
|
1,221
|
|
|
(1,214
|
)
|
||||
NOI from sold properties
|
|
(28
|
)
|
|
(1,295
|
)
|
|
(75
|
)
|
|
(1,700
|
)
|
||||
Termination income
|
|
(27
|
)
|
|
(626
|
)
|
|
(106
|
)
|
|
(1,412
|
)
|
||||
Straight-line rents
|
|
(128
|
)
|
|
(1,165
|
)
|
|
1,493
|
|
|
(1,907
|
)
|
||||
Ground lease adjustments for straight-line and fair market value
|
|
5
|
|
|
5
|
|
|
10
|
|
|
10
|
|
||||
Fair market value and inducement adjustments to base rents
|
|
(1,647
|
)
|
|
(1,487
|
)
|
|
(2,631
|
)
|
|
(4,387
|
)
|
||||
Less: Tier 2 and noncore properties (2)
|
|
(4,661
|
)
|
|
(10,522
|
)
|
|
(14,904
|
)
|
|
(22,212
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comparable NOI - Tier 1 and open air properties
|
|
$
|
59,019
|
|
|
$
|
106,547
|
|
|
$
|
162,404
|
|
|
$
|
213,080
|
|
Comparable NOI percentage change - Tier 1 and open air properties
|
|
(44.6)%
|
|
|
|
(23.8)%
|
|
|
(1)
|
Represents an adjustment to remove the NOI amounts from properties not owned and operated in all periods presented, certain non-recurring expenses (such as hurricane related expenses), as well as material insurance proceeds and other non-recurring income received in the periods presented. This also includes adjustments related to the rents from the outparcels sold to Four Corners.
|
(2)
|
NOI from the Tier 2 and noncore properties held in each period presented.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 4.
|
Mine Safety Disclosures
|
Exhibit
Number
|
Exhibit
Descriptions
|
10.1+
|
|
31.1*
|
|
31.2*
|
|
31.3*
|
|
31.4*
|
|
32.1*
|
|
32.2*
|
|
101.INS*
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
Washington Prime Group Inc.
|
|
|
|
Washington Prime Group, L.P.
|
|
|
|
|
by: Washington Prime Group Inc., its sole general partner
|
|
|
|
|
Date:
|
August 10, 2020
|
By:
|
/s/ Mark E. Yale
|
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
August 10, 2020
|
By:
|
/s/ Melissa A. Indest
|
|
|
|
Melissa A. Indest
Executive Vice President, Finance and Chief Accounting Officer
(Principal Accounting Officer)
|
2.
|
Award.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 10, 2020
|
|
/s/ Louis G. Conforti
|
|
|
|
Louis G. Conforti
Chief Executive Officer and Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 10, 2020
|
|
/s/ Mark E. Yale
|
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 10, 2020
|
|
/s/ Louis G. Conforti
|
|
|
|
Louis G. Conforti
Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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August 10, 2020
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/s/ Mark E. Yale
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Mark E. Yale
Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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August 10, 2020
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/s/ Louis G. Conforti
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Louis G. Conforti
Chief Executive Officer and Director
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Date:
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August 10, 2020
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/s/ Mark E. Yale
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Mark E. Yale
Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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Date:
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August 10, 2020
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/s/ Louis G. Conforti
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Louis G. Conforti
Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.
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Date:
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August 10, 2020
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/s/ Mark E. Yale
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Mark E. Yale
Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.
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