Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 10, 2020

WASHINGTON PRIME GROUP INC.
(Exact name of Registrant as specified in its Charter)

 
 
 
 
 
Indiana
 
001-36252
 
46-4323686
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

 
 
 
 
 
180 East Broad Street
 Columbus
Ohio
43215
 
(Address of Principal Executive Offices)
(Zip Code)
 

Registrant's telephone number, including area code (614) 621-9000

N/A
 
(Former name or former address, if changed since last Report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company []
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]






Item 2.02 Results of Operations and Financial Condition.
On August 10, 2020, Washington Prime Group Inc. (the “Company” or “Registrant”) issued a news release regarding its results of operations for the three and six months ended June 30, 2020.
A copy of the news release is furnished with this report as Exhibit 99.1. A copy of the Company's supplemental information for the three and six months ended June 30, 2020, which is referenced in the news release and available on the Company's website, is furnished with this report as Exhibit 99.2. The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
A copy of the “Second Quarter 2020 Earnings Presentation” presentation is available on the Registrant’s website (www.washingtonprime.com) and is furnished with this Form 8-K as Exhibit 99.3.  The information provided under this Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference into any filing under the Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
Not applicable.
(b)
Pro forma financial information.
Not applicable.
(c)
Shell company transactions.
Not applicable.
(d)
Exhibits
99.1 News Release of Washington Prime Group Inc., dated August 10, 2020.
99.2 Supplemental Information for the three and six months ended June 30, 2020.
99.3 Second Quarter 2020 Earnings Presentation
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).





SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


    
 
 
Washington Prime Group Inc.
 
 
(Registrant)
 
 
 
 Date: August 10, 2020
By:
/s/ Mark E. Yale
 
 
Mark E. Yale
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)


Exhibit


Exhibit 99.1




Washington Prime Group Announces Second Quarter 2020 Results
The Company has received the requisite lender consents for the modification of its existing $1.3B credit facilities which includes an immediate waiver of certain financial covenants as well as less restrictive thresholds thereafter
Consideration for the aforementioned is temporary partial collateral with release available beginning 3Q 21 upon satisfying specified conditions; In addition, the Company is discussing subsequent measures which, if consummated, further improve its financial wherewithal
Leasing volume during the 1H 20 exhibited a healthy 7.0% YOY increase totaling 2.2M SF while releasing spreads for Tier One assets increased 6.0% for 2Q 20, reflecting the strongest quarterly improvement over several years
Of the 18 adaptive reuse projects currently underway, the Company has held discussions with the respective tenancy and every single one remains committed to open albeit seven projects have been delayed to 4Q 20 or 1H 21 as a result of the COVID-19 pandemic
A letter of intent was executed for the mixed use redevelopment of Westminster Mall; In addition to net cash proceeds in excess of $50M, this joint venture arrangement allows the Company to maintain a retail component while a nationally recognized development company delivers multifamily to the site
Fulventory, the Company’s recently launched last mile fulfilment initiative, has been met with tenant response which has surpassed expectations as illustrated by the recent leasing of an 80,000 SF medical logistics, distribution and fulfillment facility and an inventory clearance facility to a sporting goods retailer, and discussions are underway with several other existing and prospective tenants to address portfolio wide fulfillment solutions
Subject to shareholder approval, the Company intends to enter into a reverse share split (1:9) by the end of the year whereby nine of the existing common shares are to be converted to a single common share
The Board of Directors declared the third quarter dividend for the Company’s preferred shares
COLUMBUS, OH - August 10, 2020 - Washington Prime Group Inc. (NYSE: WPG) today reported financial and operating results for the second quarter ended June 30, 2020. As previously announced, and due to the coronavirus (COVID-19) pandemic, the Company has withdrawn its full-year 2020 guidance issued on February 26, 2020. The Company is not providing updated guidance at this time.
 
 
Three Months Ended
June 30,
 
 
Six Months Ended
June 30,
 
 
 
2020
 
2019
 
2020

 
2019
 
Net loss per diluted share
 
$
(0.43
)
 
$
(0.09
)
 
$
(0.41
)
 
$
(0.12
)
 
FFO per diluted share
 
$
(0.04
)
 
$
0.27

 
$
0.18

 
$
0.59

 
FFO per diluted share, as adjusted
 
$
0.01

 
$
0.27

 
$
0.23

 
$
0.59

 

A description of each non-GAAP financial measure and the related reconciliation to the comparable GAAP financial measure are provided in this press release.






Second Quarter Financial Results
Net loss attributable to common shareholders for the second quarter of 2020 was $82.1 million, or $(0.43) per diluted share, compared to a net loss of $17.3 million, or $(0.09) per diluted share, a year ago. The year-over-year (YOY) difference relates primarily to the impacts of temporary property closures and subsequent tenant lease modifications during the second quarter of 2020 due to the ongoing COVID-19 pandemic resulting in lower revenue of $62.7 million partially offset by lower recoverable expenses of $10.5 million. In addition, non-cash impairment charges of $35.0 million as well as a $5.8 million reduction in gain on sales of outparcels contributed to the YOY decline. The impairment charges relate to a $23.8 million write down of the carrying value of two Tier Two properties and an $11.2 million impairment charge in connection with extinguishment of a note receivable at a discounted amount to accelerate repayment.
Funds from Operations (FFO) for the second quarter of 2020 was $(9.4) million, or $(0.04) per diluted share, which compares to $61.2 million, or $0.27 per diluted share, during the same quarter a year ago. The YOY decrease in FFO is primarily attributed to reductions in comparable net operating income (NOI) of $53.4 million for the portfolio as well as a decrease of $1.0 million in non-cash straight-line income, both primarily from the negative impact of COVID-19. Also included in the decrease in FFO during the second quarter of 2020 is a non-cash impairment charge of $11.2 million associated with the aforementioned note receivable. When adjusting for the $11.2 million charge, FFO, as adjusted, for the second quarter of 2020 was $1.8 million, or $0.01 per diluted share. There were no such adjustments for the same quarter a year ago.
Business Highlights
Significant Leasing Progress in the Face of COVID-19 Pandemic
Leasing volume during 1H 20 exhibited a healthy 7.0% YOY increase totaling 2.2M SF of which approximately 45% of new leasing volume was attributable to lifestyle tenancy. In fact, illustrating continued tenant demand of the Company’s town centers during the height of the pandemic (March, April, May and June), 182 leases were signed totaling 1.3M SF;
The aforementioned 2.2M SF leased follows annual leasing volume of 4.4M SF, 4.2M SF, and 4.0M SF during 2019, 2018 and 2017, respectively, totaling 14.8M SF since 2017; and
Recent adaptive reuse store openings include Dunham’s Sports and WVU Medicine at Morgantown Mall as well as The Mall at Fairfield Commons and Dayton Mall welcomed Morris Furniture at both assets.
The Company Maintained Stable Operating Metrics during a National Crisis while Releasing Spreads the Best in Several Years
Releasing spreads for Tier One assets exhibited a robust increase of 6.0% during the second quarter of 2020, reflecting the strongest quarterly improvement over several years;
Upon reopening assets following temporary closures due to COVID-19, reported comparable sales increased 0.6% YOY for the month of June;
As of June 30, 2020, combined Tier One and Open Air occupancy decreased 110 basis points YOY to 91.9%;
The Company recently executed a letter of intent for the development of a mixed use project at Clay Terrace in Carmel, Indiana which will be comprised of approximately 320 luxury multifamily rental units; and
Of the 18 adaptive reuse projects addressed, the Company held discussions with the respective tenancy and every single one remains committed to open, albeit seven projects have been delayed to 4Q 20 or 1H 21.





Net Operating Income Performance Obviously Impacted by Temporary Asset Closings
As a result of COVID-19, 2Q 20 Tier One comparable net operating income (NOI) decreased 53.1% YOY while Open Air comparable NOI decreased 24.5%, resulting in a combined decrease of 44.6% or $47.5M. This decrease can best be explained by factors which include a tempered view of the future collection of 2Q 20 rents which continue to be resolved favorably as shown by the most recent collection data. In addition, the Company upheld a perspective by which it took into account long term relationships with tenant partners, both large and small, and their future vitality at the Company’s assets. Lastly, Washington Prime Group was adamant about maintaining its assets as the dominant town center within their respective trade areas via such measures as holding over 900 community service projects which further strengthened its position and exceptional leasing during the pandemic validates this approach;
The aforementioned decreases include the impact of both completed and in process COVID-19 related lease modifications as well as increased bad debt expense associated with bankruptcies, tenant defaults and deferral collection risk. The above impact was partially offset by operating expense savings while assets were closed; and
The Company has collected approximately 44% of contractual rental income and associated charges for 2Q 20. This collection rate is comprised of approximately 38% for enclosed assets and approximately 61% for Open Air assets. The remaining 56% consists of 30% which is being finalized via formal deferral agreements or payments currently due and 26% which has been deemed uncollectible primarily due to bankruptcies and COVID-19 lease modifications. Note to date, July collections stand at 71.3% with Enclosed and Open Air comprising 66.5% and 85.2%, respectively.
Progress, Proactivity and Initiatives Defined the Company during the COVID-19 Pandemic
Of the Company’s properties, 43 enclosed assets were temporarily closed due to COVID-19, all of which were reopened beginning the end of May to early July. The remaining 56 properties categorized as Open Air or possessing an open air lifestyle format remained open to provide essential goods and services to the extent permitted by law;
While the Company’s assets were fully or partially closed during 2Q 20, a concerted effort was underway to ensure a seamless changeover as reopening occurred. Such efforts included tenant discussion forums and related collateral material in addition to a Reopening Processes and Best Practices Manual which served as a valuable resource for both corporate and field employees;
Liquidity was boosted as the Company ended 2Q 20 with $144M cash on hand and estimates its year end unrestricted cash balance to be between $150M and $175M;
The Company launched Fulventory (view here), a proprietary initiative allowing tenants to utilize space within WPG assets for last mile fulfilment and BOPIS (buy online and pickup in store) as well as inventory clearance. The initial response has surpassed expectations and in July 2020, WVU Medicine repurposed a former 80,000 SF Sears location at Morgantown Mall as a logistics, distribution and fulfillment facility serving the broader WVU Medicine network. In addition, the Company signed a lease with DICK'S Sporting Goods for a Warehouse Sale inventory clearance location at Lake View Plaza, which opened in early August and is one of five DICK'S Sporting Goods Warehouse Sale stores nationwide. Several other discussions are underway with both existing and prospective tenancy in order to address portfolio wide fulfillment solutions;
Related to Fulventory and in order to further improve upon guest convenience, the Company recently introduced Retail-to-Go, its dedicated curbside pickup program which incorporates both physical and digital implementation; and
Such industry leading initiatives as WPG Cares (view here) and Open for Small Business (view here) have been exemplary with respect to the Company serving as a community and tenant resource. For instance, WPG Cares has participated in over 900 community service projects; Open for Small Business has hosted over 20 webinars attended by several thousand participants; and Well Picked Goods has benefitted the Company’s tenancy during asset closures via digital merchandise curation and an in store gift card promotion as reopening occurs.





Lou Conforti, CEO and Director of Washington Prime Group, Commentary:
“While the impact of COVID-19 has, of course, temporarily impacted the Company, my colleagues have exhibited an esprit de corps which is more than noteworthy. These efforts have manifested themselves both from a philanthropic and business perspective.
For instance, WPG Cares has performed over 900 community service projects while Open for Small Business has been at the forefront of ensuring the survival and subsequent prospering of local entrepreneurs. These civic measures have not only provided immediate assistance to those in need, they have further solidified WPG’s town centers as an integral member of the locales which they serve.
“While the wellbeing of guests, tenants and employees is of the utmost concern, what has even been more amazing is the continued progress of Washington Prime Group during this national crisis. While I won’t repeat all of the previously mentioned achievements, the following is a summary of such corporate activities as well as those financial and operating metrics which deserve attention:
The Company has received the requisite lender consents for the modification of its existing $1.3B credit facilities which includes an immediate waiver of certain financial covenants as well as less restrictive thresholds thereafter. Consideration for aforementioned is temporary partial collateral with release available beginning 3Q 21 upon satisfying specified conditions. In addition, the Company is discussing subsequent measures which, if consummated, further improve its financial wherewithal;
Leasing volume during the first six months of 2020 exhibited a 7.0% YOY increase totaling 2.2M SF while releasing spreads for Tier One assets increased 6.0% in the second quarter of 2020, reflecting the strongest quarterly improvement over several years;
A letter of intent was executed as it relates to the mixed use redevelopment and previously discussed monetization of Westminster Mall. In addition to net cash proceeds in excess of $50M, this joint ventures allows WPG to maintain a retail component while a nationally recognized development company delivers multifamily to the site;
Of the 18 adaptive reuse projects we have underway, every single one of the tenants involved have reaffirmed their commitment to occupy their respective premises albeit seven have delayed opening until 4Q 20 or 1H 21 ;
Last quarter, the Company launched Fulventory, its proprietary last mile fulfilment initiative and, to date, leases totaling nearly 120,000 SF of Fulventory space have been executed with additional leases in various stages of discussion with national retailers; and
While I am of the belief the corporate culture of WPG emphasizes respect, we should always strive to improve and in order to better address such crucial matters as diversity. In this regard, WPG has established an Inclusion Committee to execute upon internal and external recommendations.
“It is important to highlight the cooperation and support of our credit facility participants and other financial partners. Their confidence of our operational prowess serves as an endorsement as we continue our focused mandate via tenant diversification, common area activation, dynamic events and installations and adaptive reuse. We now also have the ability to take advantage of distressed situations where our operational expertise can result in value creation.
“I’d like to express my sincere appreciation to my colleagues who have worked tirelessly from both a charitable and professional standpoint. Their commitment to Washington Prime Group invigorates me and provides the impetus to continue to grind it out on a daily basis as we continue to differentiate ourselves from sector peers.”





Unsecured Debt
As of June 30, 2020, the Company was in the compliance with the covenants relating to its 2024 senior unsecured notes. With respect to its unsecured bank debt, the Company recently received requisite lender consents and expects to close, within the next week, on amendments to its credit facility and December 2015 term loan which will provide certain covenant relief through the third quarter of 2021. Based upon these modified covenant requirements, the Company projects that it will remain in compliance with these revised financial covenants along with other unsecured debt covenants.
Initially the modification will be partially collateralized by properties making up approximately half of the Company’s previously unencumbered net operating income with the Company having the ability to release the security starting in 3Q 21 if certain conditions are met. The all-in interest rate, depending on total leverage levels, will range from LIBOR plus 2.35% to 2.60% with a LIBOR floor of 50 basis points. The modification does not reduce the total size of the referenced facilities or change the maturity dates.
Mortgage Loans
The Company executed an extension on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, extending the maturity by one year to July 6, 2021.
The final mortgage note maturing in 2020 involves Port Charlotte Town Center, in Port Charlotte, Florida, and the Company expects to execute a short term extension on the mortgage.
Company Plans for a 1-for-9 Reverse Share Split
On August 6, 2020, the Board of Directors authorized a 1-for-9 reverse share split of the Company’s common shares and operating units which is subject to shareholder approval. Upon shareholder approval and as a result of the reverse share split, each 9 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The Company plans to hold a special meeting of shareholders to vote on the recommendation before the end of 2020.
The implementation of the reverse share split is intended to increase the per share trading price of the Company’s common stock to fulfill the $1.00 minimum bid price requirement for continued listing on the New York Stock Exchange.
Board of Directors Declares Quarterly Dividend for Preferred Shares
On August 6, 2020, the Board of Directors declared a quarterly cash dividend of $0.4688 per Series H preferred share of beneficial interest, $0.4297 per Series I preferred share of beneficial interest, and $0.4563 per Series I-1 preferred unit of Preferred Limited Partnership Interest. Each of the cash dividends on these preferred shares and preferred units is payable on October 15, 2020 to shareholders and operating partnership unit holders of record on September 28, 2020.
As previously announced on April 15, 2020 and due to the COVID-19 pandemic, the Board decided to temporarily suspend the quarterly cash dividend for common shares and operating partnership units throughout the remainder of the year with a potential true up of the dividend for common shares and operating partnership units during the fourth quarter of 2020 in order to address the Company’s REIT taxable income distribution requirements.
Earnings Call and Webcast
The Company will host its quarterly earnings conference call and an audio webcast on Tuesday, August 11, 2020 at 11:00 a.m. Eastern Time.





The live webcast will be available in listen-only mode from the investor relations section of the Company’s website at www.washingtonprime.com. Listeners can also access the call by dialing 833.235.7642 (or +647.689.4163 for international callers), and the participant passcode is 7358694.
A replay of the call will be available on the Company’s website, or by calling 800.585.8367 (or +1.416.621.4642 for international callers), passcode is 7358694, beginning on Tuesday, August 11 2020, at approximately 1:00 p.m. Eastern Time through midnight on Tuesday, August 25, 2020.
Supplemental Information
For additional details on the Company’s results and properties, please refer to the Supplemental Information report on the investor relations section of the Company’s website. This release as well as the supplemental information have been furnished to the Securities and Exchange Commission (SEC) in a Form 8-K.
About Washington Prime Group
Washington Prime Group Inc. is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties. The Company combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group® is a registered trademark of the Company. Learn more at www.washingtonprime.com.
Contacts
Lisa A. Indest, CAO & EVP, Finance, 614.887.5844 or lisa.indest@washingtonprime.com
Kimberly A. Green, VP, Investor Relations & Corporate Communications, 614.887.5647 or kim.green@washingtonprime.com
Non-GAAP Financial Measures
This press release includes FFO and NOI, including same property NOI growth, which are financial performance measures not defined by generally accepted accounting principles in the United States (GAAP). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. FFO and comparable NOI growth are financial performance measures widely used by securities analysts, investors and other interested parties in the evaluation of REITs. The Company believes that FFO provides investors with additional information regarding operating performance and a basis to compare the Company’s performance with that of other REITs.
The Company uses FFO in addition to net income to report operating results. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (NAREIT) as net income computed in accordance with GAAP, 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 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.
NOI is used by industry analysts, investors and Company management to measure operating performance of the Company’s properties. NOI represents total property revenues less property operating and maintenance expenses. Accordingly, NOI excludes certain expenses included in the determination of net income such as corporate general and administrative expense and other indirect operating expenses, interest expense, impairment charges and depreciation and amortization expense. These items are





excluded from NOI in order to provide results that are more closely related to a property’s results of operations. In addition, the Company’s computation of same property NOI excludes termination income and income from outparcel sales. The Company also adjusts for other miscellaneous items in order to enhance the comparability of results from one period to another. Certain items, such as interest expense, while included in FFO and net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, management uses only those income and expense items that are incurred at the property level to evaluate a property’s performance. Real estate asset related depreciation and amortization, as well as impairment charges, are excluded from NOI for the same reasons that they are excluded from FFO pursuant to NAREIT’s definition.
Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Investors should understand that the Company’s computation of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures do not represent cash flow from operations as defined by GAAP, should not be considered as alternatives to net income determined in accordance with GAAP as a measure of operating performance and are not alternatives to cash flows as a measure of liquidity. Investors are cautioned that items excluded from these measures are significant components in understanding and addressing financial performance. Reconciliations of these measures are included in the press release.
Regulation Fair Disclosure (FD)
The Company routinely posts important information online on the investor relations section of the corporate website. The Company uses this website, press releases, SEC filings, conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. The Company encourages members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through the Company’s website is not incorporated by reference into, and is not a part of, this document.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of Washington Prime Group Inc. (“WPG”) concerning the proposed transactions, the anticipated consequences and benefits of the transactions and the targeted close date for the transactions, and other future events and their potential effects on WPG, including, but not limited to, statements relating to anticipated financial and operating results, the Company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “confident,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of WPG’s management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WPG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase store occupancy and same-store operating income; risks associated with the acquisition, disposition, (re)development, expansion, leasing and management of properties; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such





arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and WPG’s tax positions; losses associated with closures, failures and stoppages associated with the spread and proliferation of the coronavirus (COVID-19) pandemic; to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on (re)development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal or regulatory proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; significant costs related to environmental issues; changes in LIBOR reporting practices or the method in which LIBOR is determined; and other risks and uncertainties, including those detailed from time to time in WPG’s statements and periodic reports filed with the Securities and Exchange Commission, including those described under “Risk Factors”. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this press release and WPG undertakes no obligation to update or revise any forward-looking statements to reflect new information, subsequent events or circumstances. Actual results may differ materially from current projections, expectations, and plans, if any. Investors, potential investors and others should give careful consideration to these risks and uncertainties.
###






CONSOLIDATED STATEMENTS OF OPERATIONS
Washington Prime Group Inc.
(Unaudited, dollars in thousands, except per share data)

 
 
Three Months Ended
 June 30,
 
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
)
Real estate taxes
 
(18,437
)
 
(19,878
)
 
(38,689
)
 
(41,992
)
Advertising and promotion
 
(1,300
)
 
(2,025
)
 
(3,104
)
 
(3,918
)
Total recoverable expenses
 
(47,846
)
 
(58,335
)
 
(107,182
)
 
(121,771
)
Depreciation and amortization
 
(55,380
)
 
(71,816
)
 
(115,084
)
 
(138,194
)
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 and diluted
 
$
(0.43
)
 
$
(0.09
)
 
$
(0.41
)
 
$
(0.12
)
 
 
 
 
 
 
 
 
 







CONSOLIDATED BALANCE SHEETS
Washington Prime Group Inc.
(Unaudited, dollars in thousands)

 
 
June 30,
2020
 
 
December 31,
2019
 
 
 
 
Assets:
 
 
 
 
 
Investment properties at cost
 
$
5,751,236

 
 
$
5,787,126

Construction in progress
 
173,113

 
 
115,280

 
 
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
 
104,251

 
 
104,251

Series I Cumulative Redeemable Preferred Stock
 
98,325

 
 
98,325

Common stock
 
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























RECONCILIATION OF FUNDS FROM OPERATIONS
INCLUDING PRO-RATA SHARE OF UNCONSOLIDATED PROPERTIES
Washington Prime Group Inc.
(Unaudited, dollars in thousands, except per share data)

 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2020
 
2019
 
2020
 
2019
Funds from Operations ("FFO"):
 
 
 
 
 
 
 
 
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
)
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
 
$
(9,432
)
 
$
61,243

 
$
40,219

 
$
131,326

 
 
 
 
 
 
 
 
 
Adjusted Funds from Operations:
 
 
 
 
 
 
 
 
FFO
 
$
(9,432
)
 
$
61,243

 
$
40,219

 
$
131,326

Impairment on note receivable
 
11,237

 

 
11,237

 

Adjusted FFO
 
$
1,805

 
$
61,243

 
$
51,456

 
$
131,326

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - diluted
 
225,027

 
223,239

 
224,382

 
223,040

 
 
 
 
 
 
 
 
 
FFO per diluted share
 
$
(0.04
)
 
$
0.27

 
$
0.18

 
$
0.59

Total adjustments
 
$
0.05

 
$

 
$
0.05

 
$

Adjusted FFO per diluted share
 
$
0.01

 
$
0.27

 
$
0.23

 
$
0.59









RECONCILIATION OF NET OPERATING INCOME GROWTH FOR COMPARABLE PROPERTIES
INCLUDING PRO-RATA SHARE OF UNCONSOLIDATED PROPERTIES
Washington Prime Group Inc.
(Unaudited, dollars in thousands)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
Variance $
 
2020
 
2019
 
Variance $
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Comp NOI to Net Loss:
 
 
 
 
 

 
 
 
 
 
 
Net loss
 
$
(93,413
)
 
$
(16,880
)
 
$
(76,533
)
 
$
(85,853
)
 
$
(19,443
)
 
$
(66,410
)
 
 
 
 
 
 

 
 
 
 
 
 
Loss from unconsolidated entities
 
4,754

 
1,713

 
3,041

 
5,786

 
1,761

 
4,025

Income and other taxes
 
593

 
229

 
364

 
(24
)
 
585

 
(609
)
Impairment on note receivable
 
11,237

 

 
11,237

 
11,237

 

 
11,237

Gain on disposition of interests in properties, net
 
(437
)
 
(6,241
)
 
5,804

 
(27,192
)
 
(16,231
)
 
(10,961
)
Interest expense, net
 
37,445

 
39,143

 
(1,698
)
 
76,080

 
75,973

 
107

Operating (Loss) Income
 
(39,821
)
 
17,964

 
(57,785
)
 
(19,966
)
 
42,645

 
(62,611
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
55,380

 
71,816

 
(16,436
)
 
115,084

 
138,194

 
(23,110
)
Impairment loss
 
23,800

 

 
23,800

 
25,119

 

 
25,119

General and administrative
 
11,350

 
13,124

 
(1,774
)
 
23,614

 
27,249

 
(3,635
)
Fee income
 
(1,230
)
 
(2,680
)
 
1,450

 
(3,417
)
 
(5,427
)
 
2,010

Management fee allocation
 
36

 
80

 
(44
)
 
36

 
84

 
(48
)
Pro-rata share of unconsolidated joint ventures in comp NOI
 
10,577

 
17,372

 
(6,795
)
 
27,979

 
34,824

 
(6,845
)
Property allocated corporate expense
 
4,192

 
4,209

 
(17
)
 
8,947

 
8,333

 
614

Non-comparable properties and other (1)
 
1,221

 
(248
)
 
1,469

 
1,221

 
(1,214
)
 
2,435

NOI from sold properties
 
(28
)
 
(1,295
)
 
1,267

 
(75
)
 
(1,700
)
 
1,625

Termination income
 
(27
)
 
(626
)
 
599

 
(106
)
 
(1,412
)
 
1,306

Straight-line rents
 
(128
)
 
(1,165
)
 
1,037

 
1,493

 
(1,907
)
 
3,400

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
)
 
(160
)
 
(2,631
)
 
(4,387
)
 
1,756

Less: Tier 2 and noncore properties (2)
 
(4,661
)
 
(10,522
)
 
5,861

 
(14,904
)
 
(22,212
)
 
7,308

Comparable NOI - Tier 1 and Open Air properties

$
59,019


$
106,547


$
(47,528
)
 
$
162,404

 
$
213,080

 
$
(50,676
)
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.
 



Exhibit

































SAFE HARBOR: Some of the information contained in this presentation includes forward looking statements. Such statements are subject to a number of risks and uncertainties which could cause actual results in the future to differ materially and adversely from those described in the forward-looking statements. Investors should consult the Company's filings with the Securities and Exchange Commission for a description of the various risks and uncertainties which could cause such a difference before deciding whether to invest.










        



Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page
Financial Statement Data
 
 
 
Consolidated statements of operations (unaudited)
1
 
Consolidated balance sheets (unaudited)
2
 
Supplemental balance sheet detail
3
 
Components of rental income, other income and corporate overhead
4
 
Reconciliation of funds from operations - including pro-rata share of unconsolidated properties
5
 
Reconciliation of net operating income growth for comparable properties - including pro-rata share of unconsolidated properties
6
 
 
 
Debt Information
 
 
 
Summary of debt
7
 
EBITDAre and key balance sheet metrics
8
 
 
 
 
Operational Data
 
 
 
Operating metrics
9
 
Leasing results and base rent psf
10
 
Releasing spreads
 
11
 
Top 10 tenants
12
 
Lease expirations
 
13
 
 
 
 
Development Activity
 
 
 
Capital expenditures
14
 
Redevelopment projects
15
 
Department store repositioning status
16
 
 
 
Property Information
 
 
 
Property information
17-19
 
 
 
Other
 
 
 
Non-GAAP pro-rata financial information
20
 
Proportionate share of unconsolidated properties - statements of operations (unaudited)
21
 
Proportionate share of unconsolidated properties - balance sheet (unaudited)
22
 
Glossary of terms
 
23



        



CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
(Unaudited, dollars in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended
June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
Rental income (see components on page 4)
$
96,050

 
$
156,230

 
$
243,283

 
$
319,503

 
Other income (see components on page 4)
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
)
 
Real estate taxes
(18,437
)
 
(19,878
)
 
(38,689
)
 
(41,992
)
 
Advertising and promotion
(1,300
)
 
(2,025
)
 
(3,104
)
 
(3,918
)
 
Total recoverable expenses
(47,846
)
 
(58,335
)
 
(107,182
)
 
(121,771
)
 
Depreciation and amortization
(55,380
)
 
(71,816
)
 
(115,084
)
 
(138,194
)
 
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 and diluted
$
(0.43
)
 
$
(0.09
)
 
$
(0.41
)
 
$
(0.12
)
 



 


 


 



SUPPLEMENTAL INFORMATION | 1



CONSOLIDATED BALANCE SHEETS
 
 
 
Washington Prime Group Inc.
 
 
 
(Unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
 
June 30,
 
December 31,
 
 
2020
 
2019
 
Assets:
 
 
 
 
Investment properties at cost
$
5,751,236

 
$
5,787,126

 
Construction in progress
173,113

 
115,280

 
 
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 (see components on page 3)
125,153

 
82,762

 
Investment in and advances to unconsolidated entities, at equity
415,174

 
417,092

 
Deferred costs and other assets (see components on page 3)
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 (see components on page 3)
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
104,251

 
104,251

 
Series I Cumulative Redeemable Preferred Stock
98,325

 
98,325

 
Common stock
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


SUPPLEMENTAL INFORMATION | 2                                    



SUPPLEMENTAL BALANCE SHEET DETAIL
Washington Prime Group Inc.
 
(unaudited, dollars in thousands)
 
 
 
 
 
 
June 30,
 
December 31,
 
2020
 
2019
 
 
 
 
Tenant receivables and accrued revenue, net:
 
 
 
Straight-line receivable, net of reserve
$
40,670

 
$
42,061

Tenant receivable
84,429

 
10,227

Unbilled receivables and other
33,541

 
41,988

Allowance for doubtful accounts, net
(33,487
)
 
(11,514
)
Total
$
125,153

 
$
82,762

 
 
 
 
Deferred costs and other assets:
 
 
 
Deferred leasing and corporate improvements, net
$
45,420

 
$
53,729

In place lease intangibles, net
23,356

 
27,538

Acquired above market lease intangibles, net
11,493

 
13,419

Right of use asset
12,079

 
12,915

Mortgage and other escrow deposits
36,632

 
34,054

Seller financing receivable (1)

 
55,000

Prepaids, notes receivable and other assets, net
9,443

 
8,379

Total
$
138,423

 
$
205,034

 
 
 
 
Accounts payable, accrued expenses, intangibles and deferred revenues:
 
 
 
Accounts payable and accrued expenses
$
178,798

 
$
165,469

Below market lease intangibles, net
50,141

 
54,885

Lease liability
12,079

 
12,915

Deferred revenues and deposits
16,616

 
27,635

Total
$
257,634

 
$
260,904

 
 
 
 
(1) Relates to loan provided to Mall Ground Portfolio, LLC for the Perennial ground lease of Edison Mall, Great Lakes Mall, Irving Mall, and Jefferson Valley Mall on October 10, 2019, which was repaid in Q2 2020.







SUPPLEMENTAL INFORMATION | 3



COMPONENTS OF RENTAL INCOME, OTHER INCOME AND CORPORATE OVERHEAD
Washington Prime Group Inc.
 
 
 
 
 
 
 
(unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
Components of Rental Income:
 
 
 
 
 
 
 
 
Base rent
$
76,334

 
$
106,696

 
$
180,022

 
$
216,489

 
Mark-to-market adjustment
1,712

 
1,544

 
2,818

 
4,450

 
Straight-line rents, net
128

 
1,165

 
(1,493
)
 
1,907

 
Temporary tenant rents, net
865

 
3,377

 
4,077

 
7,181

 
Overage rent
308

 
1,255

 
2,590

 
3,633

 
Tenant reimbursements
36,787

 
42,310

 
77,851

 
87,764

 
Lease termination income
27

 
626

 
106

 
1,412

 
Change in estimate of collectibility of rental income
(20,111
)
 
(743
)
 
(22,688
)
 
(3,333
)
 
       Total Rental Income
$
96,050

 
$
156,230

 
$
243,283

 
$
319,503

 
 
 
 
 
 
 
 
 
 
Components of Other Income:
 
 
 
 
 
 
 
 
  Sponsorship and other ancillary property income
$
1,049

 
$
2,284

 
$
2,741

 
$
4,039

 
  Fee income
1,230

 
2,680

 
3,417

 
5,427

 
  Other
435

 
240

 
1,923

 
1,288

 
       Total Other Income
$
2,714

 
$
5,204

 
$
8,081

 
$
10,754

 
 
 
 
 
 
 
 
 
 
Components of Corporate Overhead:
 
 
 
 
 
 
 
 
General & administrative - other, inclusive of internal leasing costs
$
11,350

 
$
13,124

 
$
23,614

 
$
27,249

 
Internal corporate overhead allocated to operating expense
5,790

 
5,951

 
12,188

 
11,604

 
       Total Corporate Overhead
$
17,140

 
$
19,075

 
$
35,802

 
$
38,853

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 


SUPPLEMENTAL INFORMATION | 4



RECONCILIATION OF FUNDS FROM OPERATIONS
 
 
 
 
Including Pro-Rata Share of Unconsolidated Properties
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
(unaudited, dollars in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
Funds from Operations ("FFO"):
 
 
 
 
 
 
 
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
)
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
$
(9,432
)
 
$
61,243

 
$
40,219

 
$
131,326

 
 
 
 
 
 
 
 
Adjusted Funds from Operations:
 
 
 
 
 
 
 
FFO
$
(9,432
)
 
$
61,243

 
$
40,219

 
$
131,326

Impairment on note receivable
11,237

 

 
11,237

 

Adjusted FFO
$
1,805

 
$
61,243

 
$
51,456

 
$
131,326

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - diluted
225,027

 
223,239

 
224,382

 
223,040

 
 
 
 
 
 
 
 
FFO per diluted share
$
(0.04
)
 
$
0.27

 
$
0.18

 
$
0.59

Total adjustments
$
0.05

 
$

 
$
0.05

 
$

Adjusted FFO per diluted share
$
0.01

 
$
0.27

 
$
0.23

 
$
0.59

 
 
 
 
 
 
 
 
Non-cash items included in FFO:
 
 
 
 
 
 
 
Non-cash stock compensation expense
$
1,898

 
$
1,964

 
$
3,764

 
$
3,779

Straight-line adjustment as an increase to minimum rents (1)
$
462

 
$
1,442

 
$
(1,484
)
 
$
2,539

Straight-line and fair market value adjustment recorded as an increase to ground lease expense (1)
$
477

 
$
485

 
$
956

 
$
969

Fair value of debt amortized as a decrease to interest expense (1)
$
786

 
$
925

 
$
1,711

 
$
1,849

Loan fee amortization and bond discount (1)
$
1,662

 
$
1,796

 
$
3,524

 
$
3,583

Mark-to-market/inducement adjustment as a net increase to base rents (1)
$
2,402

 
$
2,414

 
$
4,640

 
$
6,705

Non-real estate depreciation (1)
$
2,281

 
$
2,178

 
$
4,605

 
$
4,583



 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes the pro-rata share of the joint venture properties.
 
 
 
 
 
 
 

 
 
 
 
 
 
 

SUPPLEMENTAL INFORMATION | 5



RECONCILIATION OF NET OPERATING INCOME GROWTH FOR COMPARABLE PROPERTIES
 
 
 
 
 
 
 
 
Including Pro-Rata Share of Unconsolidated Properties
 
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
(unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
 
2020
 
2019
 
Variance $
 

 
2020
 
2019
 
Variance $
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation of Comp NOI to Net Loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
$
(93,413
)
 
$
(16,880
)
 
$
(76,533
)
 
 
 
$
(85,853
)
 
$
(19,443
)
 
$
(66,410
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss from unconsolidated entities
4,754

 
1,713

 
3,041

 
 
 
5,786

 
1,761

 
4,025

 
 
Income and other taxes
593

 
229

 
364

 
 
 
(24
)
 
585

 
(609
)
 
 
Impairment on note receivable
11,237

 

 
11,237

 
 
 
11,237

 

 
11,237

 
 
Gain on disposition of interests in properties, net
(437
)
 
(6,241
)
 
5,804

 
 
 
(27,192
)
 
(16,231
)
 
(10,961
)
 
 
Interest expense, net
37,445

 
39,143

 
(1,698
)
 
 
 
76,080

 
75,973

 
107

 
 
Operating (Loss) Income
(39,821
)
 
17,964

 
(57,785
)
 
 
 
(19,966
)
 
42,645

 
(62,611
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
55,380

 
71,816

 
(16,436
)
 
 
 
115,084

 
138,194

 
(23,110
)
 
 
Impairment loss
23,800

 

 
23,800

 
 
 
25,119

 

 
25,119

 
 
General and administrative
11,350

 
13,124

 
(1,774
)
 
 
 
23,614

 
27,249

 
(3,635
)
 
 
Fee income
(1,230
)
 
(2,680
)
 
1,450

 
 
 
(3,417
)
 
(5,427
)
 
2,010

 
 
Management fee allocation
36

 
80

 
(44
)
 
 
 
36

 
84

 
(48
)
 
 
Pro-rata share of unconsolidated joint ventures in comp NOI
10,577

 
17,372

 
(6,795
)
 
 
 
27,979

 
34,824

 
(6,845
)
 
 
Property allocated corporate expense
4,192

 
4,209

 
(17
)
 
 
 
8,947

 
8,333

 
614

 
 
Non-comparable properties and other (1)
1,221

 
(248
)
 
1,469

 
 
 
1,221

 
(1,214
)
 
2,435

 
 
NOI from sold properties
(28
)
 
(1,295
)
 
1,267

 
 
 
(75
)
 
(1,700
)
 
1,625

 
 
Termination income
(27
)
 
(626
)
 
599

 
 
 
(106
)
 
(1,412
)
 
1,306

 
 
Straight-line rents
(128
)
 
(1,165
)
 
1,037

 
 
 
1,493

 
(1,907
)
 
3,400

 
 
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
)
 
(160
)
 
 
 
(2,631
)
 
(4,387
)
 
1,756

 
 
Less: Tier 2 and noncore properties (2)
(4,661
)
 
(10,522
)
 
5,861

 
 
 
(14,904
)
 
(22,212
)
 
7,308

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable NOI - Tier 1 and Open Air properties
$
59,019

 
$
106,547

 
$
(47,528
)
 
 
 
$
162,404

 
$
213,080

 
$
(50,676
)
 
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2020
 
2019
 
Variance $
 
Variance %
 
2020
 
2019
 
Variance $
 
Variance %
Comparable Property Net Operating Income (Comp NOI)
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum rent
$
84,795

 
$
111,455

 
$
(26,660
)
 
-23.9
 %
 
$
195,708

 
$
224,919

 
$
(29,211
)
 
-13.0
 %
Overage rent
370

 
1,534

 
(1,164
)
 
-75.9
 %
 
2,785

 
4,340

 
(1,555
)
 
-35.8
 %
Tenant reimbursements
39,271

 
43,034

 
(3,763
)
 
-8.7
 %
 
83,473

 
88,042

 
(4,569
)
 
-5.2
 %
Change in estimate of collectibility of rental income
(22,250
)
 
(732
)
 
(21,518
)
 
-2,939.6
 %
 
(25,127
)
 
(3,010
)
 
(22,117
)
 
-734.8
 %
Other
1,603

 
2,402

 
(799
)
 
-33.3
 %
 
4,011

 
4,172

 
(161
)
 
-3.9
 %
Total revenue
103,789

 
157,693

 
(53,904
)
 
-34.2
 %
 
260,850

 
318,463

 
(57,613
)
 
-18.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recoverable expenses - operating
(22,539
)
 
(30,172
)
 
7,633

 
25.3
 %
 
(53,885
)
 
(61,634
)
 
7,749

 
12.6
 %
Recoverable expenses - real estate taxes
(21,002
)
 
(19,728
)
 
(1,274
)
 
-6.5
 %
 
(42,117
)
 
(41,296
)
 
(821
)
 
-2.0
 %
Ground rent
(1,229
)
 
(1,246
)
 
17

 
1.4
 %
 
(2,444
)
 
(2,453
)
 
9

 
0.4
 %
Total operating expenses
(44,770
)
 
(51,146
)
 
6,376

 
12.5
 %
 
(98,446
)
 
(105,383
)
 
6,937

 
6.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comp NOI - Excluding Tier 2 and Noncore properties
$
59,019

 
$
106,547

 
$
(47,528
)
 
-44.6
 %
 
$
162,404

 
$
213,080

 
$
(50,676
)
 
-23.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comp NOI - Tier 1 enclosed retail properties
$
35,200

 
$
74,995

 
$
(39,795
)
 
-53.1
 %
 
$
105,938

 
$
151,179

 
$
(45,241
)
 
-29.9
 %
Comp NOI - Open Air properties
$
23,819

 
$
31,552

 
$
(7,733
)
 
-24.5
 %
 
$
56,466

 
$
61,901

 
$
(5,435
)
 
-8.8
 %

SUPPLEMENTAL INFORMATION | 6



SUMMARY OF DEBT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt
as of
6/30/2020
 
Total Debt, Including WPG Share of Unconsolidated Entities as of 6/30/2020
 
Total Debt
as of
12/31/2019
 
Total Debt, Including WPG Share of Unconsolidated Entities as of 12/31/2019
 
 
Schedule of
Maturities by Year (1)
 
Mortgage
Debt
Maturities
 
Weighted Avg.
Interest Rate
 
Unsecured Maturities
 
Weighted Avg. Interest Rate
 
Total Debt Maturities
 
Weighted Avg. Interest Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated debt:
 
 
 
 
 
 
 
 
Total debt, including WPG share of unconsolidated entities but excluding other indebtedness:
 
Mortgage debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Fixed
 
$
1,045,243

 
$
1,045,243

 
$
1,052,242

 
$
1,052,242

 
 
2020
 
$
40,868

 
9.3%
 
$



 
$
40,868

 
9.3%
 
   Variable
 
65,000

 
65,000

 
65,000

 
65,000

 
 
2021
 
291,122

 
5.0%
 



 
291,122

 
5.0%
 
Debt issuance costs
 
(4,608
)
 
(4,608
)
 
(5,097
)
 
(5,097
)
 
 
2022
 
179,341

 
4.6%
 
997,000


2.7%
 
1,176,341

 
3.0%
 
Fair value debt adjustments
 
2,312

 
2,312

 
3,463

 
3,463

 
 
2023
 
62,498

 
4.5%
 
340,000


4.1%
 
402,498

 
4.1%
 
   Total mortgage debt
 
1,107,947

 
1,107,947

 
1,115,608

 
1,115,608

 
 
2024
 
284,455

 
4.7%
 
720,900


6.5%
 
1,005,355

 
6.0%
 
 
 
 
 
 
 
 
 
 
 
 
2025
 
367,350

 
3.9%
 




367,350

 
3.9%
 
Unsecured debt
 
 
 
 
 
 
 
 
2026
 
12,258

 
4.3%
 



 
12,258

 
4.3%
 
   Credit facility
 
647,000

 
647,000

 
207,000

 
207,000

 
 
2027
 
192,801

 
4.3%
 

 
 
 
192,801

 
4.3%
 
   Term loans
 
690,000

 
690,000

 
690,000

 
690,000

 
 
2028
 

 
0.0%
 

 
 
 

 
0.0%
 
   Bonds payable
 
720,900

 
720,900

 
970,900

 
970,900

 
 
2029
 
294,217

 
4.4%
 

 
 
 
294,217

 
4.4%
 
Debt issuance costs & discounts
 
(16,875
)
 
(16,875
)
 
(19,547
)
 
(19,547
)
 
 
2030
 

 
0.0%
 

 
 
 

 
0.0%
 
   Total unsecured debt
 
2,041,025

 
2,041,025

 
1,848,353

 
1,848,353

 
 
Thereafter
 
1,857

 
4.7%
 

 
 
 
1,857

 
4.7%
 
Total mortgage and unsecured debt
 
3,148,972

 
3,148,972

 
2,963,961

 
2,963,961

 
 
Fair value,debt issuance cost, and debt discount adjustments
 
(984
)
 
 
 
(16,875
)
 
 
 
(17,859
)
 
 
 
Other indebtedness, net of issuance costs (2)
 
84,355

 
84,355

 
97,601

 
97,601

 
 
Total debt
 
$
1,725,783

 
4.6%
 
$
2,041,025

 
4.3%
 
$
3,766,808

 
4.4%
 
Total consolidated debt
 
$
3,233,327

 
$
3,233,327

 
$
3,061,562

 
$
3,061,562

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated debt:
 
 
 
 
 
 
 
 
Schedule of
Maturities by Year (1)
 
Mortgage
Debt
Maturities
 
Weighted Avg.
Interest Rate
 
Unsecured Maturities
 
Weighted Avg. Interest Rate
 
Total Debt Maturities
 
Weighted Avg. Interest Rate
 
Mortgage loans payable
 
$
1,222,976

 
$
616,524

 
$
1,278,946

 
$
618,075

 
 
 
 
 
 
 
 
 
Debt issuance costs
 
(4,124
)
 
(2,102
)
 
(4,432
)
 
(2,206
)
 
 
 
 
 
 
 
 
 
Fair value debt adjustments
 
6,695

 
3,414

 
7,793

 
3,974

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total unconsolidated debt
 
$
1,225,547

 
$
617,836

 
$
1,282,307

 
$
619,843

 
 
Total consolidated debt excluding other indebtedness:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt:
 
$
4,458,874

 
$
3,851,163

 
$
4,343,869

 
$
3,681,405

 
 
2020

$
40,868


9.3%

$




$
40,868


9.3%
 

 
 
2021

255,275


5.0%





255,275


5.0%
 
 
 
 % of
Total Debt
as of
6/30/20
 
Our Share of Total Debt
as of 6/30/20
 
Weighted Avg.
Interest
Rate
 
Weighted
Avg. Years
to Maturity
 
 
2022

179,341


4.6%

997,000


2.7%

1,176,341


3.0%
 
 
 
 
 
 
 
 
2023

56,087


4.7%

340,000


4.1%

396,087


4.1%
 
 
 
 
 
 
 
 
2024

284,455


4.7%

720,900


6.5%

1,005,355


6.0%
 
Consolidated debt excluding other indebtedness:
 
 
 
 
 
 
 
 
2025













 
   Fixed
 
74%
 
$
2,342,047

 
5.3
%
 
3.8

 
 
2026













 
   Variable
 
26%
 
806,925

 
2.1
%
 
2.4

 
 
2027













 
   Total Consolidated (3)
 
100%
 
$
3,148,972

 
4.5
%
 
3.4

 
 
2028













 
 
 
 
 
 
 
 
 
 
 
 
2029

294,217


4.4%






294,217


4.4%
 
Unconsolidated debt:
 
 
 
 
 
 
 
 
 
 
2030













 
   Fixed
 
99%
 
$
611,425

 
4.1
%
 
5.3

 
 
Thereafter













 
   Variable
 
1%
 
6,411

 
2.7
%
 
2.5

 
 
Fair value,debt issuance cost, and debt discount adjustments

(2,296
)



(16,875
)



(19,171
)


 
   Total Unconsolidated
 
100%
 
$
617,836

 
4.1
%
 
5.2

 
 
Total debt

$
1,107,947


4.8%

$
2,041,025


4.3%

$
3,148,972


4.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total debt excluding other indebtedness:
 
 
 
 
 
 

 
 
 
   Fixed
 
78%
 
$
2,953,472

 
5.1
%
 
4.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Variable
 
22%
 
813,336

 
2.1
%
 
2.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Total debt
 
100%
 
$
3,766,808

 
4.4
%
 
3.7

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Includes extension options
 
 
 
 
 
 
 
(2) The Company had a seller financing receivable of $55 million with Mall Ground Portfolio, LLC that offset the $97.6 million indebtedness at December 31, 2019. During the quarter ended June 30,2020, the Company settled the seller financing receivable with a combination of cash and reduced future monthly payments. The present value of the reduced payments was reclassified to other indebtedness.
 
(3) Excluded is other indebtedness of $84,355 with a weighted average interest rate of 8.6% and weighted average years to maturity of approximately 29.3 years.
 

SUPPLEMENTAL INFORMATION | 7



EBITDAre AND KEY BALANCE SHEET METRICS
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
 
2020
 
2019
 
2020
 
2019
 
Calculation of EBITDAre:
 
 
 
 
 
 
 
 
 
Net loss
 
$
(93,413
)
 
$
(16,880
)
 
$
(85,853
)
 
$
(19,443
)
 
Interest expense, net
 
37,445

 
39,143

 
76,080

 
75,973

 
Income and other taxes
 
593

 
229

 
(24
)
 
585

 
Depreciation and amortization
 
55,380

 
71,816

 
115,084

 
138,194

 
Loss (gain) on disposition of interests in properties, net
 
18

 

 
(24,767
)
 

 
Impairment loss
 
23,800

 

 
25,119

 

 
Impairment on note receivable
 
11,237

 

 
11,237

 

 
Pro-rata share of unconsolidated entities, net
 
15,707

 
18,219

 
34,139

 
36,628

 
EBITDAre (1)
 
$
50,767

 
$
112,527

 
$
151,015

 
$
231,937

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bond Covenant Requirement (2)
 
As of
June 30, 2020
 
 
 
 
 
Key Balance Sheet Metrics:
 
 
Ratio
 
 
 
 
 
Total indebtedness to Total assets
 
≤ 60%
 
55.8%
 
 
 
 
 
Secured indebtedness to Total assets
 
≤ 40%
 
20.5%
 
 
 
 
 
Consolidated EBITDA / Annual service charge
 
≥ 1.5x
 
2.17x
 
 
 
 
 
Total unencumbered assets / Total unsecured indebtedness
 
> 150%
 
181%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) EBITDAre is calculated consistent with the NAREIT definition.
 
 
 
 
 
(2) The covenants detailed are from the August 2017 Bond Offering.
 

 
 
 
 






SUPPLEMENTAL INFORMATION | 8



OPERATING METRICS
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PORTFOLIO SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Count
Leased Occupancy % (1)
 
Store Sales
Per Square Foot for
12 Months Ended (1)
 
Store
Occupancy Cost % (1)
 
 % of Total
Comp NOI
for 3 Months
Ended 6/30/20
 
 NOI Growth
for 3 Months Ended 6/30/20
 
 Releasing Spreads Trailing Twelve Months Ended 2020
 
 
6/30/20
 
6/30/19
 
6/30/20 (5)
 
6/30/19
 
6/30/20 (5)
 
6/30/19
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties
47
95.9%
 
95.7%
 

 


 

 

 
37.4%
 
-24.5%
 
-0.1%
 
Tier 1 Enclosed Retail Properties
41
88.5%
 
90.7%
 
 not reported
 
$
412

 
not reported
 
11.7%
 
55.2%
 
-53.1%
 
-3.0%
 
Tier 1 and Open Air
88
91.9%
 
93.0%
 

 


 

 

 
92.6%
 
-44.6%
 
-2.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ENCLOSED RETAIL PROPERTY TIERS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TIER 1
 

 
 
 
TIER 2 / NONCORE
 
 
 
 
 
 
 
 
 
 
 
 
 
TIER 2
 
 
 
 
 
 
 
 
 
Arbor Hills
 
Mesa Mall
 
 
 

 
 
 
Anderson Mall
 
 
 
 
 
Arboretum, The
 
Morgantown Mall
 

 
 
 
Boynton Beach Mall
 
 
 
 
 
Ashland Town Center
 
Northtown Mall
 

 
 
 
Chautauqua Mall
 
 
 
 
 
Bowie Town Center
 
Northwoods Mall
 

 
 
 
Indian Mound Mall
 
 
 
 
 
Brunswick Square
 
Oklahoma City Properties
 

 
 
 
Lima Mall
 
 
 
 
 
Clay Terrace
 
Orange Park Mall
 
 
 

 
 
 
Maplewood Mall
 
 
 
 
 
Cottonwood Mall
 
Paddock Mall
 

 
 
 
New Towne Mall
 
 
 
 
 
Dayton Mall
 
Pearlridge Center
 

 
 
 
Oak Court Mall
 
 
 
 
 
Edison Mall
 
Polaris Fashion Place
 

 
 
 
Rolling Oaks Mall
 
 
 
 
 
Grand Central Mall
 
Port Charlotte Town Center
 

 
 
 
Sunland Park Mall
 
 
 
 
 
Great Lakes Mall
 
Scottsdale Quarter
 

 
 
 
Westminster Mall (2)
 
 
 
 
 
Irving Mall
 
Southern Hills Mall
 

 
 
 
 
 
 
 
 
 
Jefferson Valley Mall
 
Southern Park Mall
 

 
NONCORE
 
 
 
Lincolnwood Town Center
 
Southgate Mall
 

 
 
 
Charlottesville Fashion Square (3)
 
 
 
Lindale Mall
 
The Outlet Collection | Seattle
 
 
 
 
 
Muncie Mall (4)
 
 
 
 
 
Longview Mall
Town Center at Aurora
 
 
 
 
 
 
 
 
 
 
 
Malibu Lumber Yard
Town Center Crossing & Plaza
 
 
 
 
 
 
 
 
 
 
 
Mall at Fairfield Commons, The
Waterford Lakes Town Center
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall at Johnson City, The
Weberstown Mall
 
 
 
 
 
 
 
 
 
 
 
 
 
Markland Mall
 
WestShore Plaza
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Melbourne Square
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Metrics include properties owned and managed as of June 30, 2020, and exclude Tier 2 and Noncore properties.
 
 
 
(2) Due to major planned redevelopment, Westminster Mall was reclassed from Tier 1 until stabilized.
 
 
 
(3) On March 17, 2020, the Company received notification that a receiver was appointed to manage and lease Charlottesville Fashion Square. An affiliate of the Company still holds title to the property.
 
(4) On April 14, 2020, the Company received notification that a receiver was appointed to manage and lease Muncie Mall. An affiliate of the Company still holds title to the property.
 
(5) For Q2 2020, the annual sales and occupancy cost % are not being reported as most of the stores were closed for more than half of the quarter, resulting in incomplete data for the quarter. For the month of June, comparable monthly sales year-over-year were +0.6% for those stores open the entire month of June 2020.
 

 
 
 
 
 
 
 

SUPPLEMENTAL INFORMATION | 9



LEASING RESULTS AND BASE RENT PSF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year-to-date through June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasing Results- Comparable Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
No Exclusions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020 Year-to-Date
 
Change from Prior YTD
 
 
 
 
 
 
 
 
 
 
 
New
 
Renewal
 
Total
 
Total
 
 
 
 
 
 
 
# of Deals
 
Sqft
 
# of Deals
 
Sqft
 
# of Deals
 
Sqft
 
# of Deals
 
Sqft
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Enclosed Retail Properties
57

 
455,527

 
172

 
853,652

 
229

 
1,309,179

 
-36%

 
-4%

 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties
27

 
205,826

 
44

 
419,584

 
71

 
625,410

 
-4%

 
61%

 
 
 
 
 
 
 
 
 
 
 
 
Total Tier 1 and Open Air
84

 
661,353

 
216

 
1,273,236

 
300

 
1,934,589

 
-31%

 
10%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 2 and Noncore Properties
4

 
15,375

 
49

 
233,673

 
53

 
249,048

 
-20%

 
-13%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Total
88

 
676,728

 
265

 
1,506,909

 
353

 
2,183,637

 
-29%

 
7%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasing Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Small Shop Deals for Enclosed Properties; Anchor and Small Shop Deals for Open Air
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number
 
Square Feet
 
Base Rent PSF
 
Average Term
 
Tenant Allow.$(000)s
 
Tenant Allow. PSF
 
of Leases
 
New
 
Renewal
 
Total
 
New
 
Renewal
 
Total
 
New
 
Renewal
 
Total
 
New
 
Renewal
 
New
 
Renewal
Tier 1 Enclosed Retail Properties
111

 
128,823

 
179,267

 
308,090

 
$
29.49

 
$
26.79

 
$
27.92

 
7.4

 
3.8

 
5.2

 
$
5,438

 
$
1,366

 
$
42.21

 
$
7.62

Open Air Properties
64

 
205,826

 
391,433

 
597,259

 
$
15.85

 
$
13.29

 
$
14.17

 
8.7

 
5.3

 
6.7

 
$
3,896

 
$
1,179

 
$
18.93

 
$
3.01

Total Tier 1 and Open Air
175

 
334,649

 
570,700

 
905,349

 
$
21.10

 
$
17.53

 
$
18.85

 
7.9

 
4.3

 
5.7

 
$
9,334

 
$
2,545

 
$
27.89

 
$
4.46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 2 and Noncore Properties
18

 
4,821

 
34,312

 
39,133

 
$
21.99

 
$
28.31

 
$
27.53

 
3.7

 
3.3

 
3.3

 
$

 
$
50

 
$

 
$
1.46

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
193

 
339,470

 
605,012

 
944,482

 
$
21.11

 
$
18.14

 
$
19.21

 
7.7

 
4.2

 
5.5

 
$
9,334

 
$
2,595

 
$
27.50

 
$
4.29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: The table above includes leasing results for enclosed properties for stores of 10,000 SF or less, also anchors and office leases are excluded. For open air properties, office leases are excluded. Only new leases and renewals with terms in excess of 12 months are included. These results include properties owned and managed at June 30, 2020.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Base Rent PSF
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base Minimum Rent PSF
As of June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Enclosed Retail Properties
$
28.98
 
 
$
28.74
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties
$
13.85
 
 
$
13.87
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Tier 1 and Open Air Properties
$
21.39
 
 
$
21.52
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SUPPLEMENTAL INFORMATION | 10



RELEASING SPREADS
 
 
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
For the trailing 12 months ended June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Square Footage of Signings
 
New
Rate PSF
 
Prior Rate PSF
 
Re-leasing Spread
 
 
 
 
 
 
 
 $
 
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
344,855

 
$
15.07

 
$
15.73

 
$
(0.66
)
 
-4.2
 %
 
 
Renewal
 
608,944

 
$
19.43

 
$
19.08

 
$
0.35

 
1.8
 %
 
 
All Deals
 
953,799

 
$
17.85

 
$
17.87

 
$
(0.02
)
 
-0.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 Enclosed Retail Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
203,847

 
$
34.56

 
$
34.37

 
$
0.19

 
0.6
 %
 
 
Renewal
 
558,764

 
$
42.35

 
$
44.12

 
$
(1.77
)
 
-4.0
 %
 
 
All Deals
 
762,611

 
$
40.26

 
$
41.51

 
$
(1.25
)
 
-3.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Open Air and Tier 1 Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
548,702

 
$
22.31

 
$
22.65

 
$
(0.34
)
 
-1.5
 %
 
 
Renewal
 
1,167,708

 
$
30.39

 
$
31.06

 
$
(0.67
)
 
-2.2
 %
 
 
All Deals
 
1,716,410

 
$
27.81

 
$
28.37

 
$
(0.56
)
 
-2.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: The Company's Tier 2 and noncore properties are excluded from these metrics.
 


SUPPLEMENTAL INFORMATION | 11



TOP 10 TENANTS
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Anchor Stores
(Ranked by Percent of Total Minimum Rents)
 
 
National Tenant Name
 
Tenant DBA's in Portfolio
 
Number
of Stores
 
GLA of
Stores
 
Percent of Total GLA in Portfolio
 
Percent of Total Annualized Base Minimum Rent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
L Brands, Inc.
 
Bath & Body Works, Pink, Victoria's Secret, White Barn Candle
 
105
 
547,402
 
1.0%
 
2.6%
 
 
Signet Jewelers, Ltd.
 
Body by Pagoda, Gordon's Jewelers, Jared's, Kay Jewelers, Mark's & Morgan, Piercing Pagoda, Plumb Gold, Silver and Gold Connection, Zales Jewelers
 
105
 
141,946
 
0.3%
 
2.5%
 
 
Footlocker, Inc.
 
Champs Sports, Foot Action USA, Footlocker, Kids Footlocker, Lady Footlocker
 
75
 
326,212
 
0.6%
 
1.9%
 
 
American Eagle Outfitters, Inc.
 
aerie, American Eagle
 
40
 
226,134
 
0.4%
 
1.3%
 
 
The Gap, Inc.
 
Athleta, Banana Republic, Banana Republic Outlet, Gap, Gap Kids, Gap Outlet, Intermix, Janie and Jack, Old Navy
 
32
 
330,819
 
0.6%
 
1.2%
 
 
Ulta Salon, Cosmetics & Fragrance, Inc.
 
Ulta Beauty
 
24
 
254,205
 
0.5%
 
1.1%
 
 
Luxottica Group
 
Apex, Lenscrafters, Oakley, Pearle Vision, Sunglass Hut, Watch Station
 
64
 
169,261
 
0.3%
 
1.1%
 
 
The Finish Line, Inc.
 
Finish Line, JD Sports
 
32
 
184,497
 
0.3%
 
1.1%
 
 
Ascena Retail Group Inc.
 
Ann Taylor, Catherine's, Justice, Lane Bryant, Loft
 
68
 
309,854
 
0.6%
 
1.0%
 
 
Regal Entertaimment Group
 
Regal Cinema
 
5
 
224,179
 
0.4%
 
1.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anchor Stores
(Ranked by Total GLA)
 
 
National Tenant Name
 
Tenant DBA's in Portfolio
 
Number
of Stores
 
GLA of
Stores
 
Percent of Total GLA in Portfolio
 
Percent of Total Annualized Base Minimum Rent
Number of WPG Owned Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Macy's, Inc.
 
Macy's
 
24
 
4,299,870
 
8.1%
 
0.2%
4
 
 JCPenney Company, Inc.
 
JCPenney
 
32
 
4,197,336
 
7.9%
 
1.1%
18
 
 Dillard's, Inc.
 
Dillard's
 
21
 
2,747,904
 
5.2%
 
0.1%
2
 
 Target Corporation
 
Target, Super Target
 
10
 
1,419,100
 
2.7%
 
0.0%
1
 
 Kohl's Corporation
 
Kohl's
 
13
 
1,186,302
 
2.2%
 
1.0%
10
 
 Dick's Sporting Goods, Inc.
 
Dick's Sporting Goods, Field & Stream, Golf Galaxy
 
16
 
970,096
 
1.8%
 
2.0%
14
 
 Sears Holding Corporation (1)
 
Sears
 
4
 
727,333
 
1.4%
 
0.3%
2
 
 Best Buy Co. Inc.
 
Best Buy
 
16
 
708,102
 
1.3%
 
1.6%
15
 
 Wal-Mart Stores, Inc.
 
Wal-Mart
 
4
 
618,061
 
1.2%
 
0.0%
0
 
 TJX Companies
 
Home Goods, Marshalls, TJ Maxx
 
18
 
563,956
 
1.1%
 
1.1%
18
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) As of June 30, 2020, 2 of the Sears stores remained open.
 
 
Note: Schedule above includes properties owned and managed at June 30, 2020.
 

SUPPLEMENTAL INFORMATION | 12



LEASE EXPIRATIONS (1)
 
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enclosed Retail Properties
 
 
Number of Leases Expiring
 
Anchor Square Feet of GLA Expiring
 
Store Square Feet of GLA Expiring
 
Total Square Feet of GLA Expiring
 
Anchor Annualized Base Rents PSF Expiring
 
Store Annualized Base Rents PSF Expiring
 
% of Annualized Base Rents Represented by Expiring Leases
 
Year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Month To Month Leases
215

 

 
671,159

 
671,159

 
$

 
$
29.46

 
3.4
%
 
2020
168

 
408,036

 
330,408

 
738,444

 
$
4.16

 
$
33.55

 
2.3
%
 
2021
693

 
663,762

 
2,234,924

 
2,898,686

 
$
6.02

 
$
26.82

 
11.1
%
 
2022
557

 
934,324

 
1,706,130

 
2,640,454

 
$
6.75

 
$
28.81

 
10.3
%
 
2023
457

 
1,175,696

 
1,534,594

 
2,710,290

 
$
8.53

 
$
29.64

 
9.8
%
 
2024
329

 
698,314

 
1,096,854

 
1,795,168

 
$
6.67

 
$
29.72

 
6.9
%
 
2025
261

 
1,396,081

 
1,142,110

 
2,538,191

 
$
8.22

 
$
27.40

 
8.1
%
 
2026
196

 
644,989

 
1,094,719

 
1,739,708

 
$
5.24

 
$
28.62

 
6.2
%
 
2027
168

 
429,380

 
782,844

 
1,212,224

 
$
7.53

 
$
29.48

 
4.5
%
 
2028
129

 
251,005

 
564,452

 
815,457

 
$
14.03

 
$
28.46

 
3.5
%
 
2029
97

 
486,385

 
429,748

 
916,133

 
$
7.08

 
$
30.92

 
3.0
%
 
2030 and Thereafter
99

 
799,860

 
517,514

 
1,317,374

 
$
9.33

 
$
24.31

 
3.8
%
 
Specialty Leasing Agreements w/ terms in excess of 11 months
667

 

 
1,565,546

 
1,565,546

 
$

 
$
9.37

 
2.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Open Air Properties
 
 
Number of Leases Expiring
 
Anchor Square Feet of GLA Expiring
 
Store Square Feet of GLA Expiring
 
Total Square Feet of GLA Expiring
 
Anchor Annualized Base Rents PSF Expiring
 
Store Annualized Base Rents PSF Expiring
 
% of Annualized Base Rents Represented by Expiring Leases
 
Year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Month To Month Leases
26

 
43,971

 
66,897

 
110,868

 
$
12.10

 
$
19.52

 
0.4
%
 
2020
58

 
165,392

 
163,671

 
329,063

 
$
6.81

 
$
22.38

 
0.9
%
 
2021
154

 
961,548

 
422,588

 
1,384,136

 
$
8.89

 
$
20.08

 
3.3
%
 
2022
156

 
841,405

 
491,174

 
1,332,579

 
$
10.01

 
$
18.65

 
3.4
%
 
2023
149

 
1,051,124

 
466,040

 
1,517,164

 
$
10.67

 
$
19.62

 
4.0
%
 
2024
112

 
749,684

 
327,025

 
1,076,709

 
$
9.29

 
$
21.32

 
2.7
%
 
2025
92

 
649,894

 
210,849

 
860,743

 
$
12.45

 
$
24.81

 
2.6
%
 
2026
66

 
445,086

 
216,710

 
661,796

 
$
10.87

 
$
23.65

 
1.9
%
 
2027
61

 
405,018

 
189,542

 
594,560

 
$
10.71

 
$
22.63

 
1.7
%
 
2028
32

 
269,501

 
95,888

 
365,389

 
$
14.54

 
$
19.92

 
1.1
%
 
2029
45

 
119,030

 
210,109

 
329,139

 
$
15.31

 
$
22.08

 
1.3
%
 
2030 and Thereafter
28

 
307,027

 
138,385

 
445,412

 
$
10.36

 
$
19.82

 
1.2
%
 
Specialty Leasing Agreements w/ terms in excess of 11 months
11

 

 
31,080

 
31,080

 
$

 
$
8.03

 
0.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Does not consider the impact of renewal options that may be contained in leases, and this only considers landlord owned GLA. Schedule includes leases for properties owned and managed at June 30, 2020.

SUPPLEMENTAL INFORMATION | 13



CAPITAL EXPENDITURES
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
Three Months
Ended
June 30, 2020
Unconsolidated Joint Venture Proportionate Share
Total
Three Months
Ended
June 30, 2020
 
Consolidated
Three Months
Ended
June 30, 2019
Unconsolidated Joint Venture Proportionate Share
Total
Three Months
Ended
June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
New Developments
 
$

$

$

 
$

$

$

 
Redevelopments, Renovations, and Expansions
 
$
30,116

$
2,898

$
33,014

 
$
20,935

$
2,824

$
23,759

 
Internal Leasing Costs
 
$
263

$
167

$
430

 
$
316

$
250

$
566

 
 
 
 
 
 
 
 
 
 
 
Property Capital Expenditures:
 
 
 
 
 
 
 
   Non-anchor stores tenant improvements and allowances
 
$
2,885

$
1,190

$
4,075

 
$
4,900

$
1,666

$
6,566

 
   Operational capital expenditures
 
3,300

275

3,575

 
4,764

546

5,310

 
   Total Property Capital Expenditures
 
$
6,185

$
1,465

$
7,650

 
$
9,664

$
2,212

$
11,876

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
Six Months
Ended
June 30, 2020
Unconsolidated Joint Venture Proportionate Share
Total
Six Months
Ended
June 30, 2020
 
Consolidated
Six Months
Ended
June 30, 2019
Unconsolidated Joint Venture Proportionate Share
Total
Six Months
Ended
June 30, 2019
 
 
 
 
 
 
 
 
 
 
 
New Developments
 
$

$

$

 
$

$

$

 
Redevelopments, Renovations, and Expansions
 
$
70,245

$
7,112

$
77,357

 
$
36,558

$
6,933

$
43,491

 
Internal Leasing Costs
 
$
393

$
381

$
774

 
$
653

$
368

$
1,021

 
 
 
 
 
 
 
 
 
 
 
Property Capital Expenditures:
 
 
 
 
 
 
 
   Non-anchor stores tenant improvements and allowances
 
$
10,528

$
2,751

$
13,279

 
$
14,818

$
2,702

$
17,520

 
   Operational capital expenditures
 
11,018

706

11,724

 
11,722

1,301

13,023

 
   Total Property Capital Expenditures
 
$
21,546

$
3,457

$
25,003

 
$
26,540

$
4,003

$
30,543

 
 
 
 
 
 
 
 
 
 
 


SUPPLEMENTAL INFORMATION | 14



REDEVELOPMENT PROJECTS
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects under construction or approved for construction with an estimated investment of $5 million or more
 
Property Name
 
City
 
St
 
Opportunity
 
Ownership
%
 
Estimated
Total Costs (1)(3)
 
Estimated
Project Yield
(1) (2)
 
WPG Costs Incurred
to Date (3)
 
Estimated
Completion (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fairfield Town Center
 
Houston
 
TX
 
Final phase of development to add 130,000 SF to add a theater, value fashion apparel as well as big box and small shop stores.
 
100%
 
$26,000 - $30,000
 
7% - 8%
 
$
13,790

 
2020/2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Central Mall
 
Parkersburg
 
WV
 
Replaced Elder-Beerman with H&M, replaced Toys R Us with Big Lots, replaced hhgregg with Ulta and Five Below, planned replacement of former Sears with Home Goods, PetSmart, Ross Dress for Less, and TJ Maxx
 
100%
 
$31,000 - $33,000
 
6% - 8%
 
$
23,158

 
2019/ 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mesa Mall
 
Grand Junction
 
CO
 
Dillard's will build new store to replace former Sears. Costs reflect demolition of building and parking lot and delivery of new pad and utilities as well as landscaped and upgraded parking field to Dillard's.
 
100%
 
$7,000 - $8,000
 
n/a (5)
 
$
7,224

 
2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mall at Johnson City
 
Johnson City
 
TN
 
Replace former Sears with retail development anchored by Home Goods. Replace former Sears auto center with multi-tenant building for new restaurants.
 
51%
 
$7,000 - $8,000
(4
)
5% - 6%
 
$
903

(4
)
2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morgantown Mall
 
Morgantown
 
WV
 
Replace former Belk store with Ollie's Bargain Outlet and a new entertainment tenant
 
100%
 
$8,000 - $9,000
 
7% - 9%
 
$
1,810

 
2020/ 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outlet Collection | Seattle
 
Seattle
 
WA
 
Replace former Sam's Club with FieldhouseUSA, a community based multi-purpose indoor sports facility specializing in leagues, events and tournaments.
 
100%
 
$11,000 - $13,000
 
9% - 10%
 
$
7,342

 
2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Polaris Fashion Place
 
Columbus
 
OH
 
Replace former Sears with FieldhouseUSA and mixed use component including hospitality
 
51%
 
$12,000 - $14,000
(4
)
4% - 5%
 
$
2,773

(4
)
2020/ 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Southern Park Mall
 
Youngstown
 
OH
 
Phase I of redevelopment: Replace former Sears with new entertainment, dining, retail, and community green space
 
100%
 
$16,000 - $18,000
(6
)
7% - 8%
 
$
8,032

 
2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Town Center at Aurora
 
Aurora
 
CO
 
Replace former Sears with FieldhouseUSA and mixed use component including hospitality
 
100%
 
$21,000 - $23,000

5% - 6%
 
$
3,389


2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Estimated total costs, project yield, and completion are subject to adjustment as a result of changes (some of which are not under the direct control of the company) that are inherent in the development process.
 
(2) The project yield excludes any NOI benefit to the property that is indirectly related to the redevelopment other than near-term renewals, although each project does benefit other aspects of the property. The incremental yield does not consider prior rent paid by bankrupt tenants and does include the impact of co-tenancy cures as applicable.
 
(3) Project costs exclude the allocation of internal costs such as labor, interest, and taxes.
 
(4) Amounts shown represent 51% of the project spend.
 
(5) Dillard's will construct and own the building and provide a 10-year operating covenant.
 
(6) Does not include unallocated portions of the planned interior renovation. Estimated Costs are shown net of the approved public incentives package.

SUPPLEMENTAL INFORMATION | 15



DEPARTMENT STORE REPOSITIONING STATUS
 
Washington Prime Group Inc.
 
Plans as of June 30, 2020
 
 
 
 
 
 
 
 
 
Count
Property
City
Former Department Store
 Owner
Closing Date
Planned Replacement
Status
Department Stores formerly occupied by Sears / BonTon / Belk - June 30, 2020
 
 
Department Stores Addressed
 
 
 
1
Grand Central Mall
Parkersburg, WV
Sears
Lease
Dec-18
Home Goods, PetSmart, Ross Dress for Less, and TJ Maxx
Leases executed, Under construction
2
Lincolnwood Town Center
Lincolnwood, IL
Carsons Pirie Scott
Lease
Aug-18
RoomPlace
RoomPlace opened August 2019
3
Longview Mall
Longview, TX
Sears
Lease
Jan-19
Conn's HomePlus/ Other
Lease signed/ LOI
4
Mall at Fairfield Commons
Dayton, OH
Sears
Lease
Dec-18
Morris Home Furniture / Round1
Morris Home opened Q220/ Round1 opened Q419
5
Mall at Johnson City
Johnson City, TN
Sears
Lease
2020
Home Goods/ Other/ Dining
Home Goods lease executed
6
Markland Mall
Kokomo, IN
Carsons Pirie Scott
Lease
Aug-18
Dunham's Sports
Lease executed
7
Mesa Mall
Grand Junction, CO
Sears
Lease
Nov-18
Dillard's
LOI executed
8
Mesa Mall
Grand Junction, CO
Herberger's
Lease
Aug-18
National sporting goods retailer
LOI received
9
Morgantown Mall
Morgantown, WV
Belk
Lease
Mar-18
Ollie's Bargain Outlet/ Entertainment
Lease executed/ LOI executed
10
Morgantown Mall
Morgantown, WV
Elder-Beerman
Lease
Aug-18
Dunham's Sports
Dunham's opened April 2020
11
Morgantown Mall
Morgantown, WV
Sears
Lease
Jan-19
WVU Medical fulfillment center
WVU Medical fulfillment center opened July 2020
12
Polaris Fashion Place
Columbus, OH
Sears
Lease
Mar-19
FieldhouseUSA / Mixed Use
Proactive termination, Lease executed
13
Port Charlotte Town Center
Port Charlotte, FL
Sears
Lease
Mar-19
Entertainment
Lease out for signature
14
Southern Hills Mall
Sioux City, IA
Sears
Lease
Mar-19
Retail concepts
Proactive termination, LOI received
15
Southern Park Mall
Youngstown, OH
Sears
Lease
Jul-18
Entertainment / Outdoor greenspace
Proactive termination, Under construction
16
Southgate Mall
Missoula, MT
Herberger's
Lease
Aug-18
Dillard's
Dillard's opened June 2019
17
Town Center at Aurora
Aurora, CO
Sears
Lease
Dec-19
FieldhouseUSA / Mixed use
Proactive termination, Lease executed
18
WestShore Plaza
Tampa, FL
Sears
Lease
Mar-19
Mixed use
Proactive termination, Obtaining Entitlements








Active Planning / Evaluating Options




19
Cottonwood Mall
Albuquerque, NM
Sears
Sears
Aug-18
Sears owns box
Evaluating Options
20
Dayton Mall
Dayton, OH
Elder-Beerman
Formerly owned by Third Party
Aug-18
Purchased from third party in Q419
Active Planning
21
Lindale Mall
Cedar Rapids, IA
Younkers
Lease
Aug-18
Retail concepts
Active Planning
22
Mall at Fairfield Commons
Dayton, OH
Elder-Beerman
Lease
Aug-18
Retail concepts
Active Planning
23
Northtown Mall
Blaine, MN
Herberger's
Lease
Aug-18
Retail concepts
Active Planning
24
Northwoods Mall
Peoria, IL
Sears
Sears
Feb-20
Sears owns box
Active Planning
25
Orange Park Mall
Orange Park, FL
Sears
Sears
Apr-20
Sears owns box
Evaluating Options
26
Southern Hills Mall
Sioux City, IA
Younkers
Lease
Aug-18
Retail concepts
Active Planning
27
Southgate Mall
Missoula, MT
Herberger's Men
Lease
Aug-18
Dining
Active Planning
28
Whitehall Mall
Whitehall, PA
Sears
Lease
Feb-20
Big box and small shop retail
Active Planning
 
 
 
 
 
 
 
 
Stores Occupied by Sears as of June 30, 2020
29
Pearlridge Center
Aiea, HI
Sears
Lease

Entertainment / Dining
Evaluating Options
30
Weberstown Mall
Stocktown, CA
Sears
Ground lease

Mixed use
Active Planning
 
 
 
 
 
 
 
 
 
Note that the Company plans to spend up to $300M over the next three to four years to redevelop these 30 department store locations. This report is for the Company's Tier 1 and Open Air properties and excludes those owned by third parties such as Seritage properties.

SUPPLEMENTAL INFORMATION | 16




PROPERTY INFORMATION
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Indebtedness
Property Name
 
St
 
City (Major Metropolitan Area)
 
Financial
Interest (1)
 
 Total
Center
Square Feet
 
Total
WPG Owned Square Feet
 
Total
Tenant Owned Square Feet
 
Maturity Date (2)
 
Interest Rate
 
Type
 
 Total
 
 WPG
Share
Enclosed Retail Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anderson Mall

SC

Anderson

100%

670,742


315,553

355,189

12/01/22

4.61%

Fixed

$17,156

$17,156
Arbor Hills

MI

Ann Arbor

51%

86,939


86,939

0

01/01/26

4.27%

Fixed

$24,035

$12,258
Arboretum, The

TX

Austin

51%

193,835


193,835

0

06/01/27

4.13%

Fixed

$59,400

$30,294
Ashland Town Center

KY

Ashland

100%

434,509


331,119

103,390

07/06/21

4.90%

Fixed

$35,505

$35,505
Bowie Town Center

MD

Bowie (Wash, D.C.)

100%

583,035


281,737

301,298










Boynton Beach Mall

FL

Boynton Beach (Miami)

100%

869,756


428,402

441,354










Brunswick Square

NJ

East Brunswick (New York)

100%

764,384


293,088

471,296

03/01/24

4.80%

Fixed

$69,007

$69,007
Charlottesville Fashion Square (4)(6)(8)

VA

Charlottesville

100%

0


0

0

04/01/24

4.54%

Fixed

$45,068

$45,068
Chautauqua Mall

NY

Lakewood

100%

435,415


427,885

7,530










Chesapeake Square Theater

VA

Chesapeake (VA Beach)

100%

42,248


42,248

0










Clay Terrace

IN

Carmel (Indianapolis)

100%

577,614


558,738

18,876










Cottonwood Mall

NM

Albuquerque

100%

1,048,428


568,199

480,229

04/06/24

4.82%

Fixed

$94,294

$94,294
Dayton Mall

OH

Dayton

100%

1,447,659


775,878

671,781

09/01/22

4.57%

Fixed

$78,410

$78,410
Edison Mall (5)

FL

Fort Myers

100%

1,050,133


567,840

482,293










Grand Central Mall

WV

Parkersburg

100%

646,701


640,193

6,508

07/06/21

6.05%

Fixed

$38,378

$38,378
Great Lakes Mall (5)

OH

Mentor (Cleveland)

100%

1,249,724


658,037

591,687










Indian Mound Mall

OH

Newark

100%

556,779


384,118

172,661










Irving Mall (5)

TX

Irving (Dallas)

100%

1,051,952


488,407

563,545










Jefferson Valley Mall (5)

NY

Yorktown Heights (New York)

100%

583,037


417,345

165,692










Lima Mall

OH

Lima

100%

745,042


545,220

199,822










Lincolnwood Town Center

IL

Lincolnwood (Chicago)

100%

422,997


422,996

1

04/01/21

4.26%

Fixed

$47,252

$47,252
Lindale Mall

IA

Cedar Rapids

100%

713,479


476,787

236,692










Longview Mall

TX

Longview

100%

646,518


347,721

298,797










Malibu Lumber Yard

CA

Malibu

51%

31,514


31,514

0










Mall at Fairfield Commons, The

OH

Beavercreek

100%

1,041,311


860,530

180,781










Mall at Johnson City, The

TN

Johnson City

51%

567,606


567,606

0

05/06/25

6.76%

Fixed

$47,768

$24,362
Maplewood Mall

MN

St. Paul (Minneapolis)

100%

903,985


323,229

580,756










Markland Mall

IN

Kokomo

100%

390,013


367,768

22,245










Melbourne Square

FL

Melbourne

100%

716,993


420,383

296,610










Mesa Mall

CO

Grand Junction

100%

803,994


431,973

372,021










Morgantown Mall

WV

Morgantown

100%

555,350


555,350

0










Muncie Mall (4)(7)

IN

Muncie

100%

0


0

0

04/01/21

4.19%

Fixed

$33,071

$33,071
New Towne Mall

OH

New Philadelphia

100%

497,435


497,435

0










Northtown Mall

MN

Blaine

100%

644,297


644,297

0










Northwoods Mall

IL

Peoria

100%

669,597


360,605

308,992










Oak Court Mall

TN

Memphis

100%

845,210


359,393

485,817

04/01/21

4.76%

Fixed

$36,069

$36,069
Oklahoma City Properties

OK

Oklahoma City

51%

327,723


325,477

2,246

06/01/27

3.90%

Fixed

$52,779

$26,917















01/01/23

2.66%

Variable

$12,571

$6,411
Orange Park Mall

FL

Orange Park (Jacksonville)

100%

952,720


555,540

397,180










Outlet Collection | Seattle, The

WA

Seattle

100%

924,122


924,122

0










Paddock Mall

FL

Ocala

100%

555,310


324,753

230,557










Pearlridge Center

HI

Aiea

51%

1,303,480


1,250,203

53,277

06/01/25

3.53%

Fixed

$225,000

$114,750















05/01/25

4.07%

Fixed

$42,355

$21,601
Polaris Fashion Place

OH

Columbus

51%

1,373,648


736,133

637,515

03/01/25

3.90%

Fixed

$224,670

$114,582















03/01/25

4.46%

Fixed

$15,500

$7,905
Port Charlotte Town Center (3)(8)

FL

Port Charlotte

100%

777,382


493,173

284,209

11/01/20

5.30%

Fixed

$40,868

$40,868
Rolling Oaks Mall

TX

San Antonio

100%

882,071


285,763

596,308



































SUPPLEMENTAL INFORMATION | 17



PROPERTY INFORMATION
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Indebtedness
Property Name

St

City (Major Metropolitan Area)

Financial
Interest (1)

 Total
Center
Square Feet

Total
WPG Owned Square Feet

Total
Tenant Owned Square Feet

Maturity Date (2)

Interest Rate

Type

 Total

 WPG
Share
Enclosed Retail Properties




















Scottsdale Quarter

AZ

Scottsdale

51%

741,239


741,239

0

06/01/25

3.53%

Fixed

$165,000

$84,150















04/01/27

4.36%

Fixed

$55,000

$28,050
Southern Hills Mall

IA

Sioux City

100%

774,024


669,435

104,589










Southern Park Mall

OH

Youngstown

100%

1,019,687


832,123

187,564










Southgate Mall

MT

Missoula

100%

582,695


505,822

76,873
 
09/27/23

4.48%

Fixed

$35,000

$35,000
Sunland Park Mall

TX

El Paso

100%

918,475


332,638

585,837










Town Center at Aurora

CO

Aurora (Denver)

100%

1,081,541


495,043

586,498

04/01/22

4.92%

Fixed

$51,000

$51,000
Town Center Crossing & Plaza

KS

Leawood

51%

670,662


534,101

136,561

02/01/27

4.25%

Fixed

$32,534

$16,592















02/01/27

5.00%

Fixed

$65,830

$33,573
Waterford Lakes Town Center

FL

Orlando

100%

967,287


692,787

274,500

05/06/29

4.86%

Fixed

$177,217

$177,217
Weberstown Mall

CA

Stockton

100%

846,915


263,245

583,670

06/08/21

2.46%

Variable

$65,000

$65,000
Westminster Mall

CA

Westminster (Los Angeles)

100%

1,216,905


444,213

772,692

04/01/24

4.65%

Fixed

$76,086

$76,086
WestShore Plaza

FL

Tampa

100%

1,093,693


865,231

228,462










Enclosed Retail Properties Total







39,497,810


25,943,409

13,554,401







$1,961,823

$1,460,826
























Open Air Properties























Bloomingdale Court

IL

Bloomingdale (Chicago)

100%

675,988


385,543

290,445










Bowie Town Center Strip

MD

Bowie (Wash, D.C.)

100%

106,636


40,974

65,662










Canyon View Marketplace

CO

Grand Junction

100%

199,815


43,053

156,762

11/06/23

5.47%

Fixed

$5,087

$5,087
Chesapeake Center

VA

Chesapeake (Virginia Beach)

100%

279,581


128,972

150,609










Concord Mills Marketplace

NC

Concord (Charlotte)

100%

240,769


234,387

6,382

11/01/23

4.82%

Fixed

$16,000

$16,000
Countryside Plaza

IL

Countryside (Chicago)

100%

403,455


203,994

199,461










Dare Centre

NC

Kill Devil Hills

100%

168,998


109,479

59,519










Empire East

SD

Sioux Falls

100%

301,438


167,616

133,822










Fairfax Court

VA

Fairfax (Wash, D.C.)

100%

239,483


239,483

0










Fairfield Town Center

TX

Houston

100%

364,533


185,533

179,000










Forest Plaza

IL

Rockford

100%

433,816


413,519

20,297

10/01/29

3.67%

Fixed

$30,250

$30,250
Gaitway Plaza (3)

FL

Ocala

96%

197,435


196,635

800










Gateway Centers

TX

Austin

51%

513,612


411,309

102,303

06/01/27

4.03%

Fixed

$112,500

$57,375
Greenwood Plus

IN

Greenwood (Indianapolis)

100%

152,123


146,091

6,032










Henderson Square

PA

King of Prussia (Philadelphia)

100%

107,368


53,612

53,756










Keystone Shoppes

IN

Indianapolis

100%

36,457


36,457

0










Lake Plaza

IL

Waukegan (Chicago)

100%

215,590


124,961

90,629










Lake View Plaza

IL

Orland Park (Chicago)

100%

364,548


309,139

55,409










Lakeline Plaza

TX

Cedar Park (Austin)

100%

386,198


355,761

30,437

10/01/29

3.67%

Fixed

$49,710

$49,710
Lima Center

OH

Lima

100%

233,878


173,878

60,000










Lincoln Crossing

IL

O'Fallon (St. Louis)

100%

303,526


98,061

205,465










MacGregor Village

NC

Cary

100%

140,133


140,133

0










Mall of Georgia Crossing

GA

Buford (Atlanta)

100%

440,774


317,639

123,135

10/06/22

4.28%

Fixed

$21,409

$21,409
Markland Plaza

IN

Kokomo

100%

84,727


80,977

3,750










Martinsville Plaza

VA

Martinsville

100%

102,105


94,760

7,345










Muncie Towne Plaza

IN

Muncie

100%

171,621


171,621

0

10/01/29

3.67%

Fixed

$10,550

$10,550
North Ridge Shopping Center

NC

Raleigh

100%

171,492


166,092

5,400

12/01/22

3.41%

Fixed

$11,366

$11,366
Northwood Plaza

IN

Fort Wayne

100%

204,956


76,727

128,229










Palms Crossing

TX

McAllen

51%

389,618


389,618

0

08/01/21

5.49%

Fixed

$32,997

$16,828
Plaza at Buckland Hills, The
 
CT
 
Manchester
 
100%
 
312,502

 
257,488
 
55,014
 
 
 
 
 
 
 
 
 
 



SUPPLEMENTAL INFORMATION | 18



PROPERTY INFORMATION
 
 
 
 
 
 
 
 
 
Washington Prime Group Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Indebtedness
 
Property Name
 
St
 
City (Major Metropolitan Area)
 
Financial
Interest (1)
 
 Total
Center
Square Feet
 
Total
WPG Owned Square Feet
 
Total
Tenant Owned Square Feet
 
Maturity Date (2)
 
Interest Rate
 
Type
 
 Total
 
 WPG
Share
 
Open Air Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Richardson Square

TX

Richardson (Dallas)

100%

516,100


40,187

475,913










 
Rockaway Commons

NJ

Rockaway (New York)

100%

229,929


226,179

3,750










 
Rockaway Town Plaza

NJ

Rockaway (New York)

100%

306,440


73,158

233,282










 
Royal Eagle Plaza

FL

Coral Springs (Miami)

100%

178,769


175,385

3,384










 
Shops at Arbor Walk, The

TX

Austin

51%

309,009


280,260

28,749

08/01/21

5.49%

Fixed

$37,293

$19,019
 
Shops at North East Mall, The

TX

Hurst (Dallas)

100%

365,169


365,169

0










 
St. Charles Towne Plaza

MD

Waldorf (Wash, D.C.)

100%

388,517


329,675

58,842










 
Tippecanoe Plaza

IN

Lafayette

100%

90,522


85,811

4,711










 
University Center

IN

Mishawaka

100%

150,441


100,441

50,000










 
University Town Plaza

FL

Pensacola

100%

382,330


216,194

166,136










 
Village Park Plaza

IN

Carmel (Indianapolis)

100%

506,648


290,009

216,639










 
Washington Plaza

IN

Indianapolis

100%

50,107


50,107

0










 
West Ridge Outlots

KS

Topeka

100%

3,564


0

3,564










 
West Town Corners (3)

FL

Altamonte Springs (Orlando)

100%

379,172


234,554

144,618










 
Westland Park Plaza (3)

FL

Orange Park (Jacksonville)

100%

163,259


163,259

0










 
White Oaks Plaza

IL

Springfield

100%

385,414


263,231

122,183

10/01/29

3.67%

Fixed

$26,490

$26,490
 
Whitehall Mall

PA

Whitehall

100%

603,475


588,601

14,874










 
Wolf Ranch

TX

Georgetown (Austin)

100%

632,102


419,916

212,186










 
Open Air Properties Total







13,584,142


9,655,648

3,928,494







$353,652

$264,084
 
























 
Total







53,081,952


35,599,057

17,482,895







$2,315,475

$1,724,910
(9)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Footnotes:























 
(1) Direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners.
 
(2) Assumes full exercise of available extension options.
 
(3) WPG receives approximately 96%-100% of the economic benefit of property due to performance or advance, although legal ownership is less than 100%. Legal ownership is as follows: Port Charlotte Town Center (80%); Gaitway Plaza (88.2%); West Town Corners (88.2%); and Westland Park Plaza (88.2%).
 
(4) Noncore property.
 
(5) Land is subject to a ground lease with Perennial. The carrying value of the financial liability at 6/30/20 is $84.4 million and interest is being recognized at an effective rate of 8.6%. The ground lease is subject to a repurchase option in 2049.
 
(6) On March 17, 2020, the Company received notification that a receiver was appointed to manage and lease Charlottesville Fashion Square. An affiliate of the Company still holds title to the property.
 
(7) On April 14, 2020, the Company received notification that a receiver was appointed to manage and lease Muncie Mall. An affiliate of the Company still holds title to the property.
 
(8) The interest rate on the loan is subject to a 4.00% penalty for being in default.
 
(9) Our share of the joint venture debt excludes the $1.9 million indirect 12.5% ownership interest in another real estate project.
 



SUPPLEMENTAL INFORMATION | 19



NON-GAAP PRO-RATA FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
The pro-rata financial information presented on pages 21 and 22 is not, and is not intended to be, a presentation in accordance with GAAP. The non-GAAP pro-rata financial information aggregates the Company’s proportionate economic ownership of each unconsolidated asset in the property portfolio that the Company does not wholly own. The amounts in the column labeled ‘‘WPG’s Share of Unconsolidated Entities’’ were derived on a per property or entity basis by applying to each line item the ownership percentage interest used to arrive at the Company’s share of the operations for the period consistent with the application of the equity method of accounting to each of the unconsolidated joint ventures.
 
 
 
 
 
 
 
 
The Company does not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent the Company’s legal claim to such items.
 
 
 
 
 
 
 
 
The Company provides pro-rata financial information because it is believed to assist investors and analysts in estimating the economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


SUPPLEMENTAL INFORMATION | 20



NON-GAAP PRO-RATA FINANCIAL INFORMATION
PROPORTIONATE SHARE OF UNCONSOLIDATED PROPERTIES - STATEMENTS OF OPERATIONS
Washington Prime Group Inc.
 
 
 
(Unaudited, dollars in thousands)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30, 2020
 
 
Six Months Ended
June 30, 2020
 
 
 
WPG's Share of Unconsolidated Entities
 
 
WPG's Share of Unconsolidated Entities
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Minimum rent
 
$
16,448

 
 
$
36,535

 
Overage rent
 
100

 
 
548

 
Tenant reimbursements
 
7,168

 
 
15,620

 
Changes in estimate of collectibility of rental income
 
(3,569
)
 
 
(3,891
)
 
Other income
 
170

 
 
486

 
Total revenues
 
20,317

 
 
49,298

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
Property operating
 
(4,083
)
 
 
(10,137
)
 
Real estate taxes
 
(3,466
)
 
 
(7,105
)
 
Advertising and promotion
 
(234
)
 
 
(545
)
 
Total recoverable expenses
 
(7,783
)
 
 
(17,787
)
 
Depreciation and amortization
 
(10,637
)
 
 
(23,033
)
 
General and administrative
 
(17
)
 
 
(37
)
 
Ground rent
 
(1,564
)
 
 
(3,121
)
 
Total operating expenses
 
(20,001
)
 
 
(43,978
)
 
 
 
 
 
 
 
 
Interest expense, net
 
(6,087
)
 
 
(12,066
)
 
Gain on sale of interests in properties
 
1,040

 
 
1,040

 
Income and other taxes
 
(23
)
 
 
(80
)
 
Loss from unconsolidated entities, net
 
$
(4,754
)
 
 
$
(5,786
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: The amounts above represent the company's pro-rata share based upon the percentage of ownership interest per joint venture entity in each amount indicated, but it should be noted that the company does not control the unconsolidated entities.
 
 
 
 
 
 
 

SUPPLEMENTAL INFORMATION | 21



NON-GAAP PRO-RATA FINANCIAL INFORMATION
 
 
PROPORTIONATE SHARE OF UNCONSOLIDATED PROPERTIES - BALANCE SHEET
Washington Prime Group Inc.
(Unaudited, dollars in thousands)
 
 

 
 
 
 
 
 
 
 
 
June 30, 2020
WPG's Share of Unconsolidated Entities
 
Assets:
 
 
 
Investment properties at cost
 
$
1,171,211

 
Construction in progress
 
21,363

 
 
 
1,192,574

 
Less: accumulated depreciation
 
234,641

 
 
 
957,933

 
 
 
 
 
Cash and cash equivalents
 
17,002

 
Tenant receivables and accrued revenue, net (see below)
 
23,274

 
Deferred costs and other assets (see below)
 
146,610

 
Total assets
 
$
1,144,819

 
 
 
 
 
Liabilities and members' equity:
 
 
 
Mortgage notes payable
 
$
617,836

 
Accounts payable, accrued expenses, intangibles, and deferred revenues (see below)
 
145,295

 
Total liabilities
 
763,131

 
Members' equity
 
381,688

 
Total liabilities and members' equity
 
$
1,144,819

 
 
 
 
 
 
 
 
 
Supplemental Balance Sheet Detail:
 
 
 
 
 
 
 
Tenant receivables and accrued revenue, net:
 
 
 
Straight-line receivable, net of reserve
 
$
10,257

 
Tenant receivable
 
14,191

 
Unbilled receivables and other
 
3,879

 
Allowance for doubtful accounts, net
 
(5,053
)
 
Total
 
$
23,274

 
 
 
 
 
Deferred costs and other assets:
 
 
 
Deferred leasing, net
 
$
12,116

 
In place lease intangibles, net
 
17,496

 
Acquired above market lease intangibles, net
 
19,761

 
Right of use asset
 
88,305

 
Mortgage and other escrow deposits
 
5,631

 
Prepaids, notes receivable and other assets, net
 
3,301

 
Total
 
$
146,610

 
 
 
 
 
Accounts payable, accrued expenses, intangibles and deferred revenues:
 
 
 
Accounts payable and accrued expenses
 
$
33,160

 
Below market leases, net
 
20,489

 
Lease liability
 
88,305

 
Other
 
3,341

 
Total
 
$
145,295

 
 
 
 
 
Note: The amounts above represent the company's pro-rata share based upon the percentage of ownership interest per joint venture entity, but it should be noted that the company does not control the unconsolidated entities.

SUPPLEMENTAL INFORMATION | 22



GLOSSARY OF TERMS
 
 
 
 
 
 
 
   - Average rent PSF
 
Average base minimum rent charge in effect for the reporting period for all tenants that qualify to be included in the occupancy as defined below.
 
   - EBITDAre
 
Net income (loss) attributable to the company before interest, depreciation and amortization, gains/losses on sale of operating properties, impairment charges, income taxes and adjustments related to pro-rata share of unconsolidated entities. The calculation is consistent with the definition published by The National Association of Real Estate Investment Trusts ("NAREIT") in a white paper issued in September 2017.
 
   - Funds from operations (FFO)
 
Funds From Operations ("FFO") is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income (loss) attributable to common shareholders computed in accordance with generally accepted accounting principles ("GAAP"), excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties and (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis.
 
   - Funds from operations, as adjusted (AFFO)
 
AFFO is calculated by adjusting FFO as defined above for non-recurring items such as merger costs, non-recurring debt fee amortization charges, gain on debt extinguishment and similar items.
 
   - Gross leasable area (GLA)
 
Measure of the total amount of leasable space in a property.
 
   - Net operating income (NOI)
 
Revenues from all rental property less operating and maintenance expenses, real estate taxes and rent expense including the company's pro-rata share of real estate joint ventures. Excludes non-recurring items such as termination income, sales from outparcels, material insurance proceeds, and other noncash items such as straight-line rent and fair value adjustments.
 
   - Occupancy
 
Occupancy is the percentage of total owned square footage ("GLA") which is leased as of the last day of the reporting period for tenants with terms of a year or more. For enclosed retail properties, all company owned space except for anchors, majors, office and outlots are included in the calculation. For open air properties, all owned GLA other than office are included in the calculation.
 
   - Occupancy cost
 
Percent of tenant's total occupancy cost (rent and reimbursement of CAM, tax and insurance) to tenant sales for stores of 10,000 sf or less.
 
   - Re-leasing spread
 
Re-leasing Spread is a ‘‘same space’’ measure that compares initial rent for new deals on individual spaces to expiring rents for prior tenants. For enclosed retail properties, majors, freestanding and office tenants are excluded. For open air properties, office tenants are excluded. The new rent is the weighted average of the initial cash Total Rent PSF for spaces leased during the trailing twelve month period, and includes new leases and existing tenant renewals and relocations (including expansions and downsizings). The prior rent is the weighted average of the final cash Total Rent PSF as of the month the tenant terminates or closes. Total Rent PSF includes Base Minimum Rent, common area maintenance ("CAM") and base percentage rent. It includes leasing activity on all spaces occupied by tenants as long as the opening and closing dates are within 24 months of one another.
 
   - Sales PSF
 
Trailing twelve-month sales for in-line stores of 10,000 SF or less. Excludes freestanding stores and specialty tenants.


SUPPLEMENTAL INFORMATION | 23                            
a2q20earningspresenta183
Washington Prime Group Inc. 1 Second Quarter 2020 Update


 
Safe Harbor Some of the information contained in this presentation includes forward looking statements. Such statements are subject to a number of risks and uncertainties which could cause actual results in the future to differ materially and adversely from those described in the forward looking statements. Investors should consult the Company’s filings with the Securities and Exchange Commission (SEC) for a description of the various risks and uncertainties which could cause such a difference before deciding whether to invest. This presentation also contains non GAAP financial measures and comparable net operating income (NOI). Reconciliation of this non GAAP financial measure to the most directly comparable GAAP measure can be found within the Company’s quarterly supplemental information package and in filings made with the SEC, which are available on the investor relations section of its website at www.washingtonprime.com. 2


 
Washington Prime Group: National Footprint with Local Flavor National Footprint with Local Flavor Satisfying Shoppers across Demographic Continuum With about 100 town centers throughout the US, we’re as American as apple Catering from the aspirant to the affluent and Middle America to the pie. As a matter of fact, we are also as American as deep dish pizza in metropolis, WPG assets capture the socioeconomic continuum via one of Chicago, Hawaiian poke salad, vegan spring rolls in Malibu, El Paso Tex-Mex, the nation’s largest retail portfolios. In fact, the demographic constituency Maryland crab cakes, kimchi in Orange County, Memphis barbeque and a of WPG is a representative microcosm of the American consumer. Kansas City porterhouse. Our ~53MM SF is comprised of Tier One Enclosed and Open Air venues including Lifestyle, Factory Outlet and Last Mile Fulfilment all of which are increasingly situated within a hybrid format which includes a diversified mix of products, goods and services. This format fluidity allows WPG to beta test across demographic, socioeconomic and geographic constituencies in order to better provide our guests with the practical and relevant as well as the frivolous and exciting whether fashion, food or furniture. Our well regarded infrastructure, from Hawaii to Connecticut and pretty much everywhere else in between, allows our tenant and sponsor partners to benefit from the operating efficacy and economies of scale of a large 3 national company alongside local management who possess comprehensive knowledge of the specific locale within which they reside.


 
Company Snapshot Washington Prime Group (NYSE: WPG) o National portfolio of Enclosed and Open Air retail venues o Comprised of about 100 assets consisting of ~53M SF as of JUN 30 2020 o Tier One and Open Air account for ~93% of total NOI as a result of noncore assets reduced by ~28% o Diversified by product, size, geography and tenancy o Increasing mixed use component (last mile fulfilment, lodging, residential, office and medical) via adaptive reuse o Recognized as innovation leader within industry regarding events, activities and installations o Experienced leadership incorporating financial, operational and strategic expertise o Readily available corporate resources allow for real time decision making by General Managers Assets Total NOI (%) GLAGLA GLA by Region 2Q 2020 by Tenancy 9% 7% 9% 36% 38% 26% 15% 55% 64% 7% 31% 3% 4 Northeast West Southwest Open Air Tier One Tier Two National Local Regional Anchor >25,000 SF Southeast Midwest


 
Significant Leasing Progress and Stable Operating Metrics during a National Crisis with Releasing Spreads the Best in Several Years Significant Leasing Progress in the Face of COVID-19 Pandemic o Leasing volume exhibited a 7.0% YOY increase during the first six months of 2020 totaling 2.2M SF of which ~45% of new leasing volume was attributable to lifestyle tenancy. In fact, illustrating continued tenant demand of WPG town centers during the height of the pandemic (March, April, May and June), 182 leases were signed totaling 1.3M SF; o The aforementioned 2.2M SF leased follows annual leasing volume of 4.4M SF, 4.2M SF and 4.0M SF in 2019, 2018 and 2017, respectively, totaling 14.8M SF; and o Recent adaptive reuse store openings include Dunham’s Sports and WVU Medicine at Morgantown Mall as well as The Mall at Fairfield Commons and Dayton Mall welcomed Morris Furniture at both assets. The Company Maintained Stable Operating Metrics during a National Crisis o Upon reopening assets following temporary closures due to COVID-19, reported comparable sales increased 0.6% YOY for the month of June; o Releasing spreads for Tier One assets increased 6.0% during the second quarter of 2020, reflecting the strongest quarterly improvement over several years; o As of June 30 th combined Tier One and Open Air occupancy decreased 110 BPS YOY to 91.9% a mere drop of 20 BPS from the delta as of March 31 st ; and o Of the 18 adaptive reuse projects addressed, the Company held discussions with the respective tenancy and every single one remains committed to open, albeit seven projects have been delayed to 4Q 20 or into 2021. 5


 
NOI Performance Impacted by Temporary Asset Closings Net Operating Income Performance Obviously Impacted by Temporary Asset Closings o As a result of the COVID-19 pandemic, 2Q 20 Tier One comparable net operating income (NOI) decreased 53.1% YOY while Open Air comparable NOI decreased 24.5%, resulting in a combined decrease of 44.6% or $47.5M; o The aforementioned decreases include the impact of both completed and in process COVID-19 related lease modifications as well as increased bad debt expense associated with bankruptcies, tenant defaults and deferral collection risk. The above impact was partially offset by operating expense savings while assets were temporarily closed; and o The Company has collected ~43% of the contractual rent and associated charges for 2Q 20 and expects to receive 31% of such rent through formal deferral agreements or payments currently due with the remaining 26% deemed uncollectible primarily due to bankruptcies and COVID-19 lease modifications. The 43% collection rate is comprised of a ~38% collection rate for enclosed assets and ~61% for Open Air assets. To date, the Company has collected in excess of 70% of July contractual rent and associated charges. Current Status of Reopening o All of the Company’s assets have reopened since closures in response to COVID-19, with the exception of two properties in California; o Over 90% of our tenants are back open for business; and 6 o Traffic trends have showed steady weekly sequential improvement since the beginning of the reopening before leveling off in early July.


 
Proactivity of WPG Evident in Every Aspect of our Business during the COVID-19 Pandemic Progress, Proactivity and Initiatives Defined WPG during the COVID-19 Pandemic o Of the Company’s properties, 43 enclosed assets were temporarily closed due to COVID-19, all of which were reopened beginning the end of May to early July. The remaining 56 properties categorized as Open Air or possessing an open air lifestyle format remained open to provide essential goods and services to the extent permitted by law; o While the Company’s assets were fully or partially closed during 2Q 20, a concerted effort was underway to ensure a seamless changeover as reopening occurred. Such efforts included tenant discussion forums and related collateral material in addition to a Reopening Processes and Best Practices Manual which served as a valuable resource for both corporate and field employees; o Liquidity was boosted as The Company with ended 2Q 20 with $144M cash on hand and estimates its year end unrestricted cash balance to be between $150M and $175M; o The Company launched Fulventory (view here), a proprietary initiative allowing tenants to utilize space within WPG assets for last mile fulfilment and BOPIS (buy online and pickup in store) as well as inventory clearance. In July 2020 WVU Medicine repurposed a former 80,000 SF Sears location at Morgantown Mall as a logistics, distribution and fulfillment facility serving the broader WVU Medicine network. Several other discussions are underway with both existing and prospective tenancy in order to address portfolio wide fulfillment solutions; o Related to Fulventory and in order to further improve upon guest convenience, WPG recently introduced Retail-to-Go, its dedicated curbside pickup program which incorporates both physical and digital implementation; and o Such industry leading initiatives as WPG Cares (view here) and Open for Small Business (view here) have been exemplary with respect to the Company serving as a community and tenant resource. For instance, WPG Cares has participated in over 900 community service projects; Open for Small Business has hosted over 20 webinars attended by several thousand participants; and Well Picked Goods has benefitted the Company’s tenancy during asset closures via digital merchandise curation and an in store gift card promotion as reopening occurs. 7


 
WPG Serving as a Resource to Guests, Tenants and Sponsors During the COVID-19 Pandemic Initiative WPG Cares The Company recently offered its assets and services to over 600 local, state, federal and nonprofit agencies combating COVID-19. To date, WPG Purpose Local philanthropy during has performed ~900 community service projects including serving as COVID-19 pandemic distribution centers for medical supplies, hosting of COVID-19 testing Beneficiary Those impacted and stations, providing space for food depository as well as immediate response essential workers actions. Asset participation with onsite management nearly 100%. The Company recently launched Fulventory, a last mile fulfilment initiative Initiative Fulventory which allows tenants to utilize space within WPG assets for BOPIS (buy Purpose Last mile fulfillment within online and pickup in store) and inventory clearance. As BOPIS and BORIS WPG assets continue to gain traction with consumers, Fulventory captures the nexus between physical space and eCommerce serving as an amenity for both Beneficiary Local and national tenancy guests and tenants. Initiative Open for Small Business WPG established Open for Small Business in conjunction with University of Chicago’s Clinic on Entrepreneurship and faculty members (Nobel Laureate Purpose Lease modification Richard Thaler and Freakonomics author Steven Levitt) in order to assist and educational webinars local entrepreneurs e.g. standardized lease modification. Open for Small Beneficiary Small business and Business also hosts educational webinars addressing such topics as local entrepreneurs accessing SBA capital and other relevant subject matter. 8


 
WPG Serving as a Resource to Guests, Tenants and Sponsors During the COVID-19 Pandemic Initiative #scholarspree #ScholarSpree is a celebration honoring high school seniors nationwide. WPG will be honoring their accomplishments with outdoor and digital events to ensure Purpose Host virtual graduation everybody’s safety during the Coronavirus pandemic. Scheduled activities include and related activities car parades, parking space decoration as well as a Class of 2020 digital mosaic and Beneficiary High school seniors graduation cap (mortar board) design contest with a grand prize of $10,000. Initiative Well Picked Goods Well Picked Goods is an initiative whereby WPG produces a weekly digital curation of merchandise from local entrepreneurs and national tenancy as selected by General Purpose OOOnline O merchandise with in Managers of a featured WPG town center. Intended to maintain consumer loyalty store incentive and incent a return to the physical asset, Well Picked Goods includes an in store gift Beneficiary Guests and tenants card promotion subject to a minimum purchase as tenants reopen for business. Initiative Latinx As a substantial number of WPG assets cater to a Hispanic demographic constituency, Latinx is an initiative which allows Latin American domiciled retailers Purpose Beta test LatAm retailers the ability to beta test US consumer receptivity via temporary (pop up) installations within WPG assets both inline and common area. In addition to physical locations, WPG will provide Beneficiary LatAm retailers digital access throughout its entire portfolio as well as social media activation. Initiative Retail to Go WPG is of the belief there exists a symbiotic relationship between physical retailing and eCommerce. The key to successfully integrating the two is to provide guest Purpose Facilitate BOPIS for guest convenience in conjunction with relevant goods and services and dynamic attractions convenience 9 which result in extended guest visitation. Retail to Go satisfies the convenience Beneficiary Guests and tenants proposition while WPG continues to diversify tenancy and activate common area.


 
Open Air NOI Totals ~40% of NOI Exhibiting 3.4% NOI Growth Over Previous Five Years In addition to those assets which comprise the Open Air segment, it should be noted, several other high quality assets exhibit Open Air e.g. shopping center characteristics. If the following are included within the Open Air designation (hereinafter Open Air Plus), the percentage of total NOI increases by 13.0% to 40.0%. YE 2014 Occupancy % YE 2015 Occupancy % YE 2016 Occupancy % YE 2017 Occupancy % YE 2018 Occupancy % YE 2019 Occupancy % Segment as of DEC 31 as of DEC 31 as of DEC 31 as of DEC 31 as of DEC 31 as of DEC 31 Open Air Plus* 94.9% 95.4% 95.3% 95.4% 95.5% 95.0% Total NOI (%) 4Q 2019 FY 2014 Comparable FY 2015 Comparable FY 2016 Comparable FY 2017 Comparable FY 2018 Comparable FY 2019 Comparable 5YR5YR 5YR Segment 13% NOI NOI NOI($000) NOI NOI NOI($000) NOI NOI NOI($000) NOI NOI NOI($000) NOI NOI NOI($000) NOI NOI NOI($000) NOI Growth 27% 7% Open Air Plus* $163,964 $171,751 $178,737 $188,111 $191,137 $191,817 17.0% 53% Releasing TTMTTM TTMTTM TTM TTMTTM TTM TTMTTM TTM TTMTTM TTM TTM Spread 20152015 201520162016 201620172017 201720182018 201820192019 2019 Open Air 13.2% 5.4% 5.1% -0.6% 3.6% Plus* Open Air Tier One Tier Two Open Air Plus *Open Air Plus includes current Open Air portfolio as well as below listed assets Waterford Lakes Town Center The Arboretum Arbor Hills Malibu Lumber Yard Orlando, FL Austin, TX Ann Arbor, MI Malibu, CA Scottsdale Quarter Oklahoma City Properties Clay Terrace Town Center Plaza and Crossing Bowie Town Center Scottsdale, AZ Oklahoma City, OK Carmel, IN Leawood, KS Bowie, MD 10


 
Department Store Adaptive Reuse WPG Department Store Repositioning Snapshot 30 Department Stores Up to $300M Over the Next Three to Four FourYears FourYears Years Under Evaluating Active Announced Completed Active Announced Construction 333 999 444 999 555 18 Projects Addressed (Tier One and Open Air) Mall at Johnson City Southern Park Mall Lincolnwood Town Center Polaris Fashion Place Johnson City, TN Boardman (Youngstown), OH Lincolnwood, IL Columbus, OH 11 ¹In addition to ~$50M spent through December 31, 2019.


 
Department Store Adaptive Reuse Detail Adaptive Reuse projects, all of which are situated within Tier One assets: V The Mall at Johnson City, Johnson City, Tennessee: HomeGoods will anchor the replacement of the former Sears; V Polaris Fashion Place®, Columbus, Ohio: FieldhouseUSA will anchor the mixed use redevelopment of former Sears and is under construction; V Town Center at Aurora®, Aurora, Colorado: FieldhouseUSA will anchor the planned mixed use redevelopment of the former Sears; V Markland Mall, Kokomo, Indiana: Dunham’s has executed a lease to replace the former Carson Pirie Scott (Bon-Ton Stores); V Southern Park Mall, Boardman (Youngstown), Ohio: Demolition of former Sears is underway and is to be replaced by DeBartolo Commons which includes athletic and entertainment green space; V Southern Park Mall, Boardman (Youngstown), Ohio: The redevelopment project will also feature a new entertainment hub anchored by Steel Valley Brew Works as well as an indoor golf facility and several new food and beverage options. The renovation also includes a permanent DeBartolo-York Family installation situated within the common area; V Port Charlotte Town Center, Port Charlotte, Florida: A national entertainment concept has executed a letter of intent to replace Sears; V Longview Mall, Longview, Texas: Two national retailers will replace the former Sears with Conn’s Home Goods under construction and a letter of intent executed for the remaining space; V Mesa Mall, Grand Junction, Colorado: Three department store replacements include a national sporting goods retailer replacing the former Herberger’s department store (Bon-Ton Stores), Dillard’s will replace the former Sears and HomeGoods will replace the former Sports Authority all of which have executed letters of intent; V Southern Hills Mall, Sioux City, Iowa: The Company has executed letters of intent with national off price and home furnishings retailers to replace the former Sears location; V Southgate Mall, Missoula, Montana: Dillard’s opened a second location during June 2019 replacing former Herberger’s (Bon-Ton Stores). The Company also recently announced SCHEELS All Sports will replace JCPenney; V Grand Central Mall, Parkersburg, West Virginia: The Company announced HomeGoods, PetSmart, Ross Dress for Less and T.J. Maxx will collectively replace the former Sears location; V Morgantown Mall, Morgantown, West Virginia: Dunham’s Sports held grand opening during first quarter of 2020 replacing Elder Beerman (Bon-Ton Stores). Ollie’s Bargain Outlet is under construction, an entertainment concept has provided a letter of intent to replace former Belk’s and former Sears will be replaced with outdoor greenspace for athletic and entertainment use; 12 V Lincolnwood Town Center, Lincolnwood, Illinois: The RoomPlace opened August 2019 replacing Carson Pirie Scott (Bon-Ton Stores); and V The Mall at Fairfield Commons, Dayton, Ohio: Round1 Entertainment opened November 2019 replacing the lower level of the former Sears, and the upper level is occupied by Morris Furniture.


 
Continuing to Improve Assets via Special Projects and New Initiatives 13


 
Initial Operating Metrics Exhibit Accelerated Midsize City Recovery I’d like to point out an interesting observation which supports my conviction regarding the viability of midsize cities and via extrapolation, WPG assets. First, let me offer several tidbits which provide demographic substantiation. First, midsize Metropolitan Statistical Areas (MSAs) have experienced more robust growth when compared to their larger counterparts. In fact, between 2010 and 2015 ~1.4M moved into such midsize cities while those defined by the US Census Bureau as large lost over 600,000. Second, the ecosystems e.g. the cost of living and conducting business within midsize cities is measurably lower than their behemoth counterparts and serves as a catalyst for new business startups which are primary source of US job creation. Third, midsize cities are often the home of a higher educational institution (think Missoula, Johnson City and Columbus just to name a few) which is highly correlated to innovation as well as social and cultural amenities). Last, technological advances allow for more dispersed residency. Way back in 1980, the late John Oosterbaan wrote a book entitled Population Dispersal which offered a visionary forecast of why physical agglomeration would diminish in importance for the reasons mentioned above. Okay, here’s where I extrapolate to emphasize midsize city and WPG asset outperformance. I was recently examining reopening performance updates provided by our Leasing Department. One such update illustrated JUN 20 YOY Tenant Monthly Reported Sales by regional performance. While admittedly an expanded time series is required for validation, the regions which we define as Midwest surpassed YOY performance as it relates to Tenant Monthly Reported Sales. Since the vast majority of WPG assets situated within the Midwest are located within what can best be described as secondary trade areas, they serve as proxy for ‘Middle America’ Region June YOY and at least initially reinforce the hypothesis of an accelerated recovery of midsize MSAs as Region 1 -4.2% the Coronavirus pandemic is mitigated. It is incumbent WPG continues to provide these Region 2 -18.2% demographic constituencies with relevant goods and services as well as differentiated food, Region 3 18.1% beverage and entertainment offerings which buttress our standing as the dominant town center (we take the term town center very seriously) within such midsize or any size city Region 4 35.9% where our assets are located. Rest assured, that’s what we’re doing. Region 5 -2.0% Grand Total 0.6% 14


 
15


 
v3.20.2
Document and Entity Information Document
Aug. 10, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 10, 2020
Entity Registrant Name WASHINGTON PRIME GROUP INC.
Entity Central Index Key 0001594686
Amendment Flag false
Entity Incorporation, State or Country Code IN
Entity File Number 001-36252
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.0001 par value per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Security Exchange Name NYSE
Trading Symbol WPG
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share  
Entity Information [Line Items]  
Title of 12(b) Security 7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Security Exchange Name NYSE
Trading Symbol WPGPRH
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share  
Entity Information [Line Items]  
Title of 12(b) Security 6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Security Exchange Name NYSE
Trading Symbol WPGPRI