wpg-20201105
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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) November 5, 2020

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

Indiana001-3625246-4323686
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

180 East Broad Street ColumbusOhio43215
(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 SymbolsName of each exchange on which registered
Common Stock, $0.0001 par value per shareWPGNew York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per shareWPGPRHNew York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per shareWPGPRINew 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 November 5, 2020, Washington Prime Group Inc. (the “Company” or “Registrant”) issued a news release regarding its results of operations for the three and nine months ended September 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 nine months ended September 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 “Third 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 November 5, 2020.
99.2 Supplemental Information for the three and nine months ended September 30, 2020.
99.3 Third 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: November 5, 2020By:/s/ Mark E. Yale
  Mark E. Yale
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 99.1




Washington Prime Group Announces Third Quarter 2020 Results
Highlights:
The Company has collected 87% of 3Q 20 rental income and associated charges adjusted for the applicable impact of COVID-19 lease amendments and related rent concessions;
Notwithstanding a challenging retail landscape as a result of the COVID-19 pandemic, year-to-date leasing volume exhibited a 7.0% YOY increase totaling 3.4M SF and 47% of new leasing volume was attributable to lifestyle tenancy;
The Company successfully executed amendments to its credit facilities during 3Q 20, which provides certain covenant relief through the third quarter of 2021;
The Company is actively negotiating specific measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful;
The Company ended 3Q 20 with $112M cash on hand;
As previously announced and subject to common shareholder approval, the Company intends to enter into a reverse common share split (1:9) by the end of the year whereby nine of the existing common shares are to be converted to a single common share; and
The Board of Directors declared the fourth quarter dividend for the Company’s preferred shares.
COLUMBUS, OH – November 5, 2020 – Washington Prime Group Inc. (NYSE: WPG) today reported financial and operating results for the third quarter ended September 30, 2020. As previously announced, and due to the uncertain conditions resulting from the coronavirus (COVID-19) pandemic, the Company withdrew its full-year 2020 earnings guidance issued on February 26, 2020.
Three Months Ended September 30,Nine Months Ended
September 30,
2020201920202019
Net loss per diluted share$(0.23)$(0.02)$(0.64)$(0.14)
FFO per diluted share$0.07 $0.45 $0.25 $1.04 
FFO per diluted share, as adjusted$0.07 $0.28 $0.30 $0.86 

A description of each non-GAAP financial measure and the related reconciliations to the comparable GAAP financial measure are provided in this press release.
Third Quarter Financial Results
Net loss attributable to common shareholders for the third quarter of 2020 was $43.7 million, or $(0.23) per diluted share, compared to a net loss of $4.4 million, or $(0.02) per diluted share, a year ago. The year-over-year (YOY) difference relates primarily to the significant impacts of tenant lease modifications and increased bad debt expense related to delinquent receivables during the third quarter of 2020 due to the ongoing COVID-19 pandemic resulting in lower YOY revenue of $37.5 million partially offset by lower recoverable operating expenses of $2.9 million. Results for the third quarter of 2020 include a non-cash impairment loss of $1.1 million, which compares to $28.9 million of such charges in the same quarter a year ago. Other items contributing to the YOY change include a reduction in gain on sales of outparcels of $8.2 million, compared to the same quarter a year ago.



Funds from Operations (FFO) for the third quarter of 2020 was $16.6 million, or $0.07 per diluted share, which compares to $100.9 million, or $0.45 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 $41.5 million for the portfolio as well as a decrease of $0.4 million in non-cash straight-line income, both primarily from the negative impact of COVID-19. Included in FFO during the third quarter of 2019 is a gain on extinguishment of debt of $38.9 million. When adjusting for this gain, FFO, as adjusted, for the third quarter of 2019 was $62.0 million, or $0.28 per diluted share. There was no such gain during the third quarter of 2020.
Business Highlights
Continued Leasing Strength in the Face of the COVID-19 Pandemic
Year-to-date leasing volume through September 30, 2020 exhibited a 7.0% YOY increase totaling 3.4M SF;
During the COVID-19 pandemic, between March and September, 486 leases were signed totaling 2.5M SF;
47% of new leasing volume year-to-date was attributable to lifestyle tenancy which includes food, beverage, entertainment, home furnishings, fitness, and professional services;
The aforementioned 3.4M SF year-to-date follows annual leasing volume of 4.4M SF, 4.2M SF, and 4.0M SF during 2019, 2018 and 2017, respectively, totaling 16.0M SF since 2017; and
Year-to-date adaptive reuse openings include: Dunham’s Sports, WVU Medicine and Ollie’s Bargain Outlet at Morgantown Mall; Dunham’s Sports at Markland Mall; Morris Furniture at both The Mall at Fairfield Commons and Dayton Mall; and FieldhouseUSA at The Outlet Collection™ | Seattle.
Relatively Stable Operating Metrics when Considering the National Crisis
New releasing spreads for Tier One assets exhibited an increase of 1.6% for the twelve months ended September 30, 2020;
Releasing spreads for combined Tier One and Open Air assets decreased 3.1% for the twelve months ended September 30, 2020, with 2.8% of the decline attributable to rent concessions for renewals completed in response to the COVID-19 pandemic;
As of September 30, 2020, combined Tier One and Open Air occupancy decreased 230 basis points YOY to 91.2%,
Reported YOY comparable sales decreased 8% for 3Q 20 albeit ending on a positive note with an increase of 2% during the month of September for Tier One assets; and
Traffic trends have exhibited steady weekly sequential improvement since reopening in June notwithstanding a leveling off during July, followed by improvement in August and September with a subsequent tempering during October.
Net Operating Income Performance and Rent Collection Rate Shows Improvement from 2Q 20
As a result of the COVID-19 pandemic, 3Q 20 Tier One comparable NOI decreased 41.4% YOY while Open Air comparable NOI decreased 13.6%, resulting in a combined decrease of 32.6% or $35.0M. Both Open Air and Tier One properties showed a sequential improvement in NOI trends from the previous quarter decrease of 53.1% for Tier One, 24.5% for Open Air and a combined decrease of 44.6%. This decrease can best be explained by factors which include a cautious view of the future collection of outstanding pandemic related rental income including temporarily moving to cash basis revenue recognition relating to the Company’s national theater tenancy in 3Q 20 ($8M), the impact of rental relief including moving to percentage rent structures for certain tenants ($3M), the impact from 2Q 20 and 3Q 20 bankruptcies ($6M), and reserving for credit risk tenants that are materially delinquent on payments ($13M). The decrease includes the impact of both completed and in process COVID-19 related lease modifications;
For 3Q 20, the Company has collected approximately 87% of rental income and associated charges adjusted for the applicable impact of COVID-19 lease amendments and related rent concessions, which is an improvement from the 52% of contractual rental income and associated charges without lease amendments collected during 2Q 20. The collection rate for 3Q 20 is comprised of approximately 84% for enclosed assets and approximately 95% for Open Air assets based on the applicable impact of COVID-19 lease amendments and related rent concessions; and



For 4Q 20, the Company anticipates a decrease in comparable NOI between 10% and 20% which would represent improvement from the previous two quarters’ performance. This assumes that the Company’s properties remain open throughout the fourth quarter and are not significantly impacted by any future government-mandated operating restrictions.
Progress, Proactivity and Initiatives Continued to Define the Company during the COVID-19 Pandemic
While all of the Company’s assets have reopened, the Company realizes that future temporary closures may be necessary in response to an uptick in COVID-19 cases and government mandates;
While the Company’s assets were fully or partially closed, a concerted effort focused upon safe reopening and included a best practices manual, tenant discussion forums and the launch of Retail-to-Go curbside pickup services;
Fulventory, the Company’s 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, an inventory clearance facility to a sporting goods retailer and several letters of intent and ongoing discussions with existing and prospective tenants to address portfolio wide fulfillment solutions; and
Such industry leading initiatives as WPG Cares and Open for Small Business have been exemplary with respect to the Company serving as a community and tenant resource. For instance, WPG Cares has participated in over 1,000 community service projects; Open for Small Business has hosted over 25 webinars attended by several thousand participants; and Well Picked Goods benefitted the Company’s tenancy during asset closures via digital merchandise curation and an in store gift card promotion as reopening occurs.
Department Store Adaptive Reuse and Mixed Use Progress
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 are delayed to 4Q 20 or 1H 21;
As of September 30, 2020, the Company has resolved 18, or 64%, of the 28 department stores of which the Company has control;
As exhibited within the most recent 3Q 20 supplemental, the Company continues to provide real time updates relating to the 30 department stores within its Tier One and Open Air assets identified for repositioning (excluding space owned by third parties such as Seritage Growth Properties). As of September 30, 2020, only two of these department store spaces remained occupied by Sears;
Clay Terrace, Carmel, Indiana: Planning continues for mixed uses, including multifamily rental units, as well as a lifestyle hotel, new office space, and space intended for lifestyle, food and beverage uses;
WestShore Plaza, Tampa, Florida: As the Company continues the process of obtaining necessary entitlements regarding a mixed use redevelopment replacing the Sears site at the property, a letter of intent was executed with a third party developer to add residential units, office space, and a potential hotel to this parcel;
Westminster Mall, Westminster, California: A purchase and sale agreement was executed as it relates to the mixed use redevelopment and previously discussed monetization of Westminster Mall. The planned sale of this property will result in excess of $50M in net cash proceeds; and
In addition to the aforementioned, the Company has identified eight assets which are suitable for mixed use redevelopment and it is estimated these assets could result in multifamily densification totaling over 4,000 units as well as a host of other nonretail uses. Discussions at various stages are underway with municipalities to achieve zoning entitlements as well as financial and strategic partners to execute upon these value add mixed use projects.



Lou Conforti, CEO and Director of Washington Prime Group, Commentary:
“There can be no denying the COVID-19 pandemic has resulted in a set of new challenges for an already beleaguered retail sector. Notwithstanding, ever since joining Washington Prime Group, my objective has been straightforward: Provide Middle America whether it be Oklahoma City, Oahu, Albuquerque or Columbus with relevant goods and services via our dominant town center proposition. I emphasize Middle America as it is this demographic constituency which has been largely ignored. It became crystal clear we couldn’t sit on our hands waiting for the usual suspects to lease our space. Nor were we going to regain our guests’ respect by superficial and patronizing measures. It was going to require a fundamental shift as to how WPG regards its role as landlord. By this I mean proactive operator by diversifying tenancy, activating common area and delivering relevant adaptive reuse projects.
“Then the COVID-19 pandemic reared its ugly head.
“While it was certainly one heck of a blow, it’s not a knockout punch and it actually strengthened our Company’s conviction about the midsize cities where our assets are primarily situated. While we have previously substantiated the relative vibrancy of these trade areas, there is a growing perspective which I believe will serve as a catalyst for midsize cities which possess robust commercial, educational and cultural infrastructures. While it’s certainly not an easy task, WPG believes our reimagined assets are an integral part of this proposition.”
Unsecured Indebtedness and Liquidity
On August 17, 2020, the Company announced it entered into amendments with respect to its credit facilities, which will provide certain covenant relief through the third quarter of 2021 (the “Amendments”), further strengthening and supporting the Company’s execution of its long term business plan.
The Amendments 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 the third quarter of 2021 if certain financial 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 Company was in compliance with all applicable covenants as of the end of most recently completed fiscal quarter that ended September 30, 2020.
Additionally, the Company is actively working on measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful. When considering the amended financial covenant requirements and the positive impact from the potential deleveraging measures described above, the Company projects, based upon internal estimates that it will remain in compliance with these revised financial covenants along with other unsecured debt covenants. However, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants. Additionally, there can be no assurances of the terms or conditions that any such deleveraging transaction would include or that the Company will be able to consummate such transaction on a timely basis, or at all.
The Company ended 3Q 20 with $112M cash on hand and estimates its year end cash balance will be between $125M to $135M.
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
As previously announced, 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 common shareholder approval. Upon common 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 virtual special meeting of common shareholders on December 17, 2020 to vote upon a proposal regarding the reverse share split.
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 November 5, 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 January 15, 2021 to preferred shareholders and operating partnership unit holders of record on December 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. The Board of Directors will revisit the dividend policy for common shares and operating partnership units in early 2021 based on 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 Friday, November 6, 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 6327958.
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 6327958, beginning on Friday, November 6 2020, at approximately 1:00 p.m. Eastern Time through midnight on Friday, November 20, 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, future liquidity, 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; failure of the contemplated reverse share split to accomplish the Company’s objectives for the action and such other adverse consequences on the marketability and liquidity of the Company’s common stock; 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
September 30,
Nine Months Ended
September 30,
2020201920202019
Revenue:
Rental income$120,138 $154,611 $363,421 $474,114 
Other income3,544 6,593 11,625 17,347 
Total revenues123,682 161,204 375,046 491,461 
Expenses:
Property operating (36,067)(39,007)(101,456)(114,868)
Real estate taxes(19,611)(19,014)(58,300)(61,006)
Advertising and promotion(1,811)(2,323)(4,915)(6,241)
Total recoverable expenses(57,489)(60,344)(164,671)(182,115)
Depreciation and amortization(58,063)(70,948)(173,147)(209,142)
General and administrative(11,107)(12,210)(34,721)(39,459)
Ground rent(243)(215)(574)(613)
Impairment loss(1,067)(28,936)(26,186)(28,936)
Total operating expenses(127,969)(172,653)(399,299)(460,265)
Interest expense, net(39,725)(38,833)(115,805)(114,806)
Impairment on note receivable— — (11,237)— 
Gain on disposition of interests in properties, net1,620 9,825 28,812 26,056 
Gain on extinguishment of debt, net— 38,913 — 38,913 
Income and other taxes(154)120 (130)(465)
Loss from unconsolidated entities, net(5,515)(241)(11,301)(2,002)
Net loss(48,061)(1,665)(133,914)(21,108)
Net loss attributable to noncontrolling interests(7,832)(752)(22,026)(4,774)
Net loss attributable to the Company(40,229)(913)(111,888)(16,334)
Less: Preferred share dividends(3,508)(3,508)(10,524)(10,524)
Net loss attributable to common shareholders$(43,737)$(4,421)$(122,412)$(26,858)
Loss per common share, basic and diluted$(0.23)$(0.02)$(0.64)$(0.14)





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

September 30,
2020
December 31,
2019
Assets:
Investment properties at cost$5,777,708 $5,787,126 
Construction in progress177,895 115,280 
5,955,603 5,902,406 
Less: accumulated depreciation2,499,937 2,397,736 
3,455,666 3,504,670 
Cash and cash equivalents95,328 41,421 
Tenant receivables and accrued revenue, net119,472 82,762 
Investment in and advances to unconsolidated entities, at equity411,923 417,092 
Deferred costs and other assets135,182 205,034 
Total assets$4,217,571 $4,250,979 
Liabilities:
Mortgage notes payable$1,104,800 $1,115,608 
Notes payable709,785 957,566 
Term loans683,475 686,642 
Revolving credit facility641,874 204,145 
Other indebtedness86,062 97,601 
Accounts payable, accrued expenses, intangibles, and deferred revenues257,252 260,904 
Distributions payable3,323 3,252 
Cash distributions and losses in unconsolidated entities, at equity— 15,421 
Total liabilities3,486,571 3,341,139 
Redeemable noncontrolling interests3,265 3,265 
Equity:
Stockholders' equity
Series H Cumulative Redeemable Preferred Stock104,251 104,251 
Series I Cumulative Redeemable Preferred Stock98,325 98,325 
Common stock19 19 
Capital in excess of par value1,260,677 1,254,771 
Accumulated deficit(801,722)(655,492)
Accumulated other comprehensive loss(14,885)(5,525)
Total stockholders' equity646,665 796,349 
Noncontrolling interests81,070 110,226 
Total equity727,735 906,575 
Total liabilities, redeemable noncontrolling interests and equity$4,217,571 $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
September 30,
Nine Months Ended
September 30,
2020201920202019
Funds from Operations ("FFO"):
Net loss$(48,061)$(1,665)$(133,914)$(21,108)
Less: Preferred dividends and distributions on preferred operating partnership units(3,568)(3,568)(10,704)(10,704)
Real estate depreciation and amortization, including joint venture impact67,183 81,155 200,684 239,060 
Impairment loss, including (gain) on disposition of interests in properties, net1,067 24,992 774 24,992 
FFO$16,621 $100,914 $56,840 $232,240 
Adjusted Funds from Operations:
FFO$16,621 $100,914 $56,840 $232,240 
Impairment on note receivable— — 11,237 — 
Gain on extinguishment of debt, net— (38,913)— (38,913)
Adjusted FFO$16,621 $62,001 $68,077 $193,327 
Weighted average common shares outstanding - diluted 225,670 224,176 224,814 223,676 
FFO per diluted share$0.07 $0.45 $0.25 $1.04 
Total adjustments$— $(0.17)$0.05 $(0.17)
Adjusted FFO per diluted share$0.07 $0.28 $0.30 $0.86 






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 September 30,Nine Months Ended September 30,
20202019Variance $20202019Variance $
Reconciliation of Comp NOI to Net Loss:
Net loss$(48,061)$(1,665)$(46,396)$(133,914)$(21,108)$(112,806)
Loss from unconsolidated entities5,515 241 5,274 11,301 2,002 9,299 
Income and other taxes154 (120)274 130 465 (335)
Impairment on note receivable— — — 11,237 — 11,237 
Gain on disposition of interests in properties, net(1,620)(9,825)8,205 (28,812)(26,056)(2,756)
Gain on extinguishment of debt, net— (38,913)38,913 — (38,913)38,913 
Interest expense, net39,725 38,833 892 115,805 114,806 999 
Operating (Loss) Income(4,287)(11,449)7,162 (24,253)31,196 (55,449)
Depreciation and amortization 58,063 70,948 (12,885)173,147 209,142 (35,995)
Impairment loss1,067 28,936 (27,869)26,186 28,936 (2,750)
General and administrative11,107 12,210 (1,103)34,721 39,459 (4,738)
Fee income(2,087)(3,242)1,155 (5,504)(8,669)3,165 
Management fee allocation79 39 40 115 124 (9)
Pro-rata share of unconsolidated joint ventures in comp NOI11,412 17,619 (6,207)39,391 52,443 (13,052)
Property allocated corporate expense4,269 4,342 (73)13,216 12,675 541 
Non-comparable properties and other (1)1,471 (15)1,486 2,740 (888)3,628 
NOI from sold properties 30 (1,137)1,167 (62)(4,681)4,619 
Termination income (172)(100)(72)(278)(1,512)1,234 
Straight-line rents, net(1,429)(1,036)(393)64 (2,943)3,007 
Ground lease adjustments for straight-line and fair market value— 15 15 — 
Fair market value and inducement adjustments to base rents(4,776)(915)(3,861)(7,407)(5,302)(2,105)
Less: Tier 2 and noncore properties (2)(2,422)(8,907)6,485 (17,357)(29,616)12,259 
Comparable NOI - Tier 1 and Open Air properties$72,330 $107,298 $(34,968)$234,734 $320,379 $(85,645)
Comparable NOI percentage change - Tier 1 and Open Air properties-32.6 %-26.7 %

(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.


Document






























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 detail3
Components of rental income, other income and corporate overhead4
Reconciliation of funds from operations - including pro-rata share of unconsolidated properties5
Reconciliation of net operating income growth for comparable properties - including pro-rata share of unconsolidated properties6
Debt Information
Summary of debt7
EBITDAre 8
Operational Data
Operating metrics9
Leasing results and base rent psf10
Releasing spreads11
Top 10 tenants12
Lease expirations13
Development Activity
Capital expenditures14
Redevelopment projects15
Department store repositioning status16
Property Information
Property information17-19
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 terms23


        


CONSOLIDATED STATEMENTS OF OPERATIONS
Washington Prime Group Inc.
(Unaudited, dollars in thousands, except per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Revenue:
Rental income (see components on page 4)$120,138 $154,611 $363,421 $474,114 
Other income (see components on page 4)3,544 6,593 11,625 17,347 
Total revenues123,682 161,204 375,046 491,461 
Expenses:
Property operating(36,067)(39,007)(101,456)(114,868)
Real estate taxes(19,611)(19,014)(58,300)(61,006)
Advertising and promotion(1,811)(2,323)(4,915)(6,241)
Total recoverable expenses(57,489)(60,344)(164,671)(182,115)
Depreciation and amortization(58,063)(70,948)(173,147)(209,142)
General and administrative (11,107)(12,210)(34,721)(39,459)
Ground rent (243)(215)(574)(613)
Impairment loss(1,067)(28,936)(26,186)(28,936)
Total operating expenses(127,969)(172,653)(399,299)(460,265)
Interest expense, net(39,725)(38,833)(115,805)(114,806)
Impairment on note receivable— — (11,237)— 
Gain on disposition of interests in properties, net1,620 9,825 28,812 26,056 
Gain on extinguishment of debt, net— 38,913 — 38,913 
Income and other taxes(154)120 (130)(465)
Loss from unconsolidated entities, net(5,515)(241)(11,301)(2,002)
Net loss(48,061)(1,665)(133,914)(21,108)
Net loss attributable to noncontrolling interests(7,832)(752)(22,026)(4,774)
Net loss attributable to the Company(40,229)(913)(111,888)(16,334)
Less: Preferred share dividends(3,508)(3,508)(10,524)(10,524)
Net loss attributable to common shareholders$(43,737)$(4,421)$(122,412)$(26,858)
Loss per common share, basic and diluted$(0.23)$(0.02)$(0.64)$(0.14)

    SUPPLEMENTAL INFORMATION | 1


CONSOLIDATED BALANCE SHEETS
Washington Prime Group Inc.
(Unaudited, dollars in thousands)
September 30,December 31,
20202019
Assets:
Investment properties at cost$5,777,708 $5,787,126 
Construction in progress177,895 115,280 
5,955,603 5,902,406 
Less: accumulated depreciation 2,499,937 2,397,736 
3,455,666 3,504,670 
Cash and cash equivalents95,328 41,421 
Tenant receivables and accrued revenue, net (see components on page 3)119,472 82,762 
Investment in and advances to unconsolidated entities, at equity411,923 417,092 
Deferred costs and other assets (see components on page 3)135,182 205,034 
Total assets$4,217,571 $4,250,979 
Liabilities:
Mortgage notes payable $1,104,800 $1,115,608 
Notes payable709,785 957,566 
Term loans683,475 686,642 
Revolving credit facility641,874 204,145 
Other Indebtedness86,062 97,601 
Accounts payable, accrued expenses, intangibles, and deferred revenues (see components on page 3)257,252 260,904 
Distributions payable3,323 3,252 
Cash distributions and losses in unconsolidated entities, at equity— 15,421 
Total liabilities3,486,571 3,341,139 
Redeemable noncontrolling interests3,265 3,265 
Equity:
Stockholders' equity
Series H Cumulative Redeemable Preferred Stock104,251 104,251 
Series I Cumulative Redeemable Preferred Stock98,325 98,325 
Common stock19 19 
Capital in excess of par value1,260,677 1,254,771 
Accumulated deficit(801,722)(655,492)
Accumulated other comprehensive loss(14,885)(5,525)
Total stockholders' equity646,665 796,349 
Noncontrolling interests81,070 110,226 
Total equity727,735 906,575 
Total liabilities, redeemable noncontrolling interests and equity$4,217,571 $4,250,979 

    SUPPLEMENTAL INFORMATION | 2                                    


SUPPLEMENTAL BALANCE SHEET DETAIL
Washington Prime Group Inc.
(unaudited, dollars in thousands)
September 30,December 31,
20202019
Tenant receivables and accrued revenue, net:
Straight-line receivable, net of reserve$42,099 $42,061 
Tenant receivable86,509 10,227 
Deferred receivable15,098 248 
Unbilled receivables and other32,141 41,740 
Allowance for doubtful accounts, net(56,375)(11,514)
Total$119,472 $82,762 
Deferred costs and other assets:
Deferred leasing and corporate improvements, net$41,621 $53,729 
In place lease intangibles, net20,321 27,538 
Acquired above market lease intangibles, net10,210 13,419 
Right of use asset 11,661 12,915 
Mortgage and other escrow deposits35,745 34,054 
Seller financing receivable (1)— 55,000 
Prepaids, notes receivable and other assets, net15,624 8,379 
Total$135,182 $205,034 
Accounts payable, accrued expenses, intangibles and deferred revenues:
Accounts payable and accrued expenses$182,943 $165,469 
Below market lease intangibles, net44,027 54,885 
Lease liability11,661 12,915 
Deferred revenues and deposits18,621 27,635 
Total$257,252 $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
September 30,
Nine Months Ended
September 30,
2020201920202019
Components of Rental Income:
Base rent$97,042 $104,768 $277,064 $321,257 
Mark-to-market adjustment4,831 975 7,649 5,425 
Straight-line rents, net1,429 1,036 (64)2,943 
Temporary tenant rents, net2,306 3,493 6,383 10,674 
Overage rent908 1,989 3,498 5,622 
Tenant reimbursements37,623 43,654 115,474 131,418 
Lease termination income172 100 278 1,512 
Change in estimate of collectibility of rental income(24,173)(1,404)(46,861)(4,737)
       Total Rental Income$120,138 $154,611 $363,421 $474,114 
Components of Other Income:
  Sponsorship and other ancillary property income$1,282 $3,068 $4,023 $7,107 
  Fee income2,087 3,242 5,504 8,669 
  Other 175 283 2,098 1,571 
       Total Other Income$3,544 $6,593 $11,625 $17,347 
Components of Corporate Overhead:
General & administrative - other, inclusive of internal leasing costs$11,107 $12,210 $34,721 $39,459 
Internal corporate overhead allocated to operating expense5,796 5,991 17,984 17,595 
       Total Corporate Overhead$16,903 $18,201 $52,705 $57,054 

    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
September 30,
Nine Months Ended
September 30,
2020201920202019
Funds from Operations ("FFO"):
Net loss$(48,061)$(1,665)$(133,914)$(21,108)
Less: Preferred dividends and distributions on preferred operating partnership units(3,568)(3,568)(10,704)(10,704)
Real estate depreciation and amortization, including joint venture impact67,183 81,155 200,684 239,060 
Impairment loss, including (gain) on disposition of interests in properties, net1,067 24,992 774 24,992 
FFO$16,621 $100,914 $56,840 $232,240 
Adjusted Funds from Operations:
FFO$16,621 $100,914 $56,840 $232,240 
Impairment on note receivable— — 11,237 — 
Gain on extinguishment of debt, net— (38,913)— (38,913)
Adjusted FFO$16,621 $62,001 $68,077 $193,327 
Weighted average common shares outstanding - diluted225,670 224,176 224,814 223,676 
FFO per diluted share $0.07 $0.45 $0.25 $1.04 
Total adjustments$— $(0.17)$0.05 $(0.17)
Adjusted FFO per diluted share$0.07 $0.28 $0.30 $0.86 
Non-cash items included in FFO:
Non-cash stock compensation expense$1,841 $2,142 $5,605 $5,922 
Straight-line adjustment as an increase (decrease) to minimum rents (1)$1,162 $1,558 $(500)$3,702 
Straight-line and fair market value adjustment recorded as an increase to ground lease expense (1)$477 $484 $1,433 $1,453 
Fair value of debt amortized as a decrease to interest expense (1)$454 $925 $2,165 $2,774 
Loan fee amortization and bond discount (1)$2,258 $2,154 $5,782 $5,737 
Mark-to-market/inducement adjustment as a net increase to base rents (1)$5,523 $2,171 $10,162 $8,820 
Non-real estate depreciation (1)$2,301 $2,256 $6,906 $6,839 
(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 September 30,Nine Months Ended September 30,
20202019Variance $20202019Variance $
Reconciliation of Comp NOI to Net Loss:
Net loss$(48,061)$(1,665)$(46,396)$(133,914)$(21,108)$(112,806)
Loss from unconsolidated entities5,515 241 5,274 11,301 2,002 9,299 
Income and other taxes154 (120)274 130 465 (335)
Impairment on note receivable— — — 11,237 — 11,237 
Gain on disposition of interests in properties, net(1,620)(9,825)8,205 (28,812)(26,056)(2,756)
Gain on extinguishment of debt, net— (38,913)38,913 — (38,913)38,913 
Interest expense, net39,725 38,833 892 115,805 114,806 999 
Operating (Loss) Income(4,287)(11,449)7,162 (24,253)31,196 (55,449)
Depreciation and amortization 58,063 70,948 (12,885)173,147 209,142 (35,995)
Impairment loss1,067 28,936 (27,869)26,186 28,936 (2,750)
General and administrative11,107 12,210 (1,103)34,721 39,459 (4,738)
Fee income(2,087)(3,242)1,155 (5,504)(8,669)3,165 
Management fee allocation79 39 40 115 124 (9)
Pro-rata share of unconsolidated joint ventures in comp NOI11,412 17,619 (6,207)39,391 52,443 (13,052)
Property allocated corporate expense4,269 4,342 (73)13,216 12,675 541 
Non-comparable properties and other (1)1,471 (15)1,486 2,740 (888)3,628 
NOI from sold properties 30 (1,137)1,167 (62)(4,681)4,619 
Termination income(172)(100)(72)(278)(1,512)1,234 
Straight-line rents, net(1,429)(1,036)(393)64 (2,943)3,007 
Ground lease adjustments for straight-line and fair market value— 15 15 — 
Fair market value and inducement adjustments to base rents(4,776)(915)(3,861)(7,407)(5,302)(2,105)
Less: Tier 2 and noncore properties (2)(2,422)(8,907)6,485 (17,357)(29,616)12,259 
Comparable NOI - Tier 1 and Open Air properties$72,330 $107,298 $(34,968)$234,734 $320,379 $(85,645)
Comparable NOI percentage change - Tier 1 and Open Air properties-32.6 %-26.7 %
(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 September 30,Nine Months Ended September 30,
20202019Variance $Variance %20202019Variance $Variance %
Comparable Property Net Operating Income (Comp NOI)
Revenue:
Minimum rent$105,612 $111,150 $(5,538)-5.0 %$301,320 $336,069 $(34,749)-10.3 %
Overage rent977 2,336 (1,359)-58.2 %3,762 6,676 (2,914)-43.6 %
Tenant reimbursements40,436 45,548 (5,112)-11.2 %123,909 133,590 (9,681)-7.2 %
Change in estimate of collectibility of rental income(23,832)(1,600)(22,232)-1,389.5 %(48,959)(4,609)(44,350)-962.2 %
Other1,141 2,841 (1,700)-59.8 %5,152 7,013 (1,861)-26.5 %
Total revenue124,334 160,275 (35,941)-22.4 %385,184 478,739 (93,555)-19.5 %
Expenses:
Recoverable expenses - operating(30,029)(32,251)2,222 6.9 %(83,916)(93,888)9,972 10.6 %
Recoverable expenses - real estate taxes(20,752)(19,511)(1,241)-6.4 %(62,868)(60,804)(2,064)-3.4 %
Ground rent(1,223)(1,215)(8)-0.7 %(3,666)(3,668)0.1 %
Total operating expenses(52,004)(52,977)973 1.8 %(150,450)(158,360)7,910 5.0 %
Comp NOI - Excluding Tier 2 and Noncore properties$72,330 $107,298 $(34,968)-32.6 %$234,734 $320,379 $(85,645)-26.7 %
Comp NOI - Tier 1 enclosed retail properties$42,976 $73,315 $(30,339)-41.4 %$148,914 $224,496 $(75,582)-33.7 %
Comp NOI - Open Air properties$29,354 $33,983 $(4,629)-13.6 %$85,820 $95,883 $(10,063)-10.5 %
    SUPPLEMENTAL INFORMATION | 6


SUMMARY OF DEBT
Washington Prime Group Inc.
(dollars in thousands)
Total Debt
as of
9/30/2020
Total Debt, Including WPG Share of Unconsolidated Entities as of 9/30/2020Total Debt
as of
12/31/2019
Total Debt, Including WPG Share of Unconsolidated Entities as of 12/31/2019Schedule of
Maturities by Year (1)
Mortgage
Debt
Maturities
Weighted Avg.
Interest Rate
Unsecured MaturitiesWeighted Avg. Interest RateTotal Debt MaturitiesWeighted Avg. Interest Rate
Consolidated debt:Total debt, including WPG share of unconsolidated entities but excluding other indebtedness:
Mortgage debt
   Fixed$1,042,498 $1,042,498 $1,052,242$1,052,242 2020$40,868 9.3%$— $40,868 9.3%
   Variable65,000 65,000 65,000 65,000 2021290,689 5.1%— 290,689 5.1%
Debt issuance costs(4,696)(4,696)(5,097)(5,097)2022178,793 4.6%997,000 3.5%1,175,793 3.7%
Fair value debt adjustments1,998 1,998 3,463 3,463 202362,430 4.5%340,000 4.7%402,430 4.6%
   Total mortgage debt1,104,800 1,104,800 1,115,608 1,115,608 2024283,179 4.7%720,900 6.5%1,004,079 6.0%
2025366,673 3.9%— 366,673 3.9%
Corporate debt202612,185 4.3%— 12,185 4.3%
   Credit facility647,000 647,000 207,000 207,000 2027192,433 4.3%— 192,433 4.3%
   Term loans690,000 690,000 690,000 690,000 2028— 0.0%— — 0.0%
   Bonds payable720,900 720,900 970,900 970,900 2029293,563 4.4%— 293,563 4.4%
Debt issuance costs & discounts(22,766)(22,766)(19,547)(19,547)2030— 0.0%— — 0.0%
   Total corporate debt (4)2,035,134 2,035,134 1,848,353 1,848,353 Thereafter1,982 4.7%— 1,982 4.7%
Total mortgage and corporate debt3,139,934 3,139,934 2,963,961 2,963,961 Fair value,debt issuance cost, and debt discount adjustments(1,406)(22,766)(24,172)
Other indebtedness, net of issuance costs & future accretion (2)86,062 86,062 97,601 97,601 Total debt$1,721,389 4.6%$2,035,134 4.8%$3,756,523 4.7%
Total consolidated debt$3,225,996 $3,225,996 $3,061,562 $3,061,562 
Unconsolidated debt:Schedule of
Maturities by Year (1)
Mortgage
Debt
Maturities
Weighted Avg.
Interest Rate
Unsecured MaturitiesWeighted Avg. Interest RateTotal Debt MaturitiesWeighted Avg. Interest Rate
Mortgage loans payable$1,221,510 $615,297 $1,278,946 $618,075 
Debt issuance costs(3,889)(1,982)(4,432)(2,206)
Fair value debt adjustments6,420 3,274 7,793 3,974 
Total unconsolidated debt$1,224,041 $616,589 $1,282,307 $619,843 Total consolidated debt excluding other indebtedness:
Total debt:$4,450,037 $3,842,585 $4,343,869 $3,681,405 2020$40,868 9.3%$— $40,868 9.3%
2021255,049 5.0%— 255,049 5.0%
 % of
Total Debt
as of
9/30/20
Our Share of Total Debt
as of 9/30/20
Weighted Avg.
Interest
Rate
Weighted
Avg. Years
to Maturity
2022178,793 4.6%997,000 3.5%1,175,793 3.7%
202356,046 4.7%340,000 4.7%396,046 4.7%
2024283,179 4.7%720,900 6.5%1,004,079 6.0%
Consolidated debt excluding other indebtedness:2025— — 
   Fixed75%$2,339,585 5.5 %3.6 2026— — 
   Variable25%800,349 2.8 %2.2 2027— — 
   Total Consolidated (3)100%$3,139,934 4.8 %3.2 2028— — 
2029293,563 4.4%293,563 4.4%
Unconsolidated debt:2030— — 
   Fixed99%$610,205 4.1 %5.0 Thereafter— — 
   Variable1%6,384 2.6 %2.3 Fair value,debt issuance cost, and debt discount adjustments(2,698)(22,766)(25,464)
   Total Unconsolidated100%$616,589 4.1 %5.0 Total debt$1,104,800 4.8%$2,035,134 4.8%$3,139,934 4.8%
Total debt excluding other indebtedness:
   Fixed79%$2,949,790 5.2 %3.9 
   Variable21%806,733 2.8 %2.2 
   Total debt100%$3,756,523 4.7 %3.5 
(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 net 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. The difference between the $86.1 million net carrying value and the $109.3 milliion repurchase option is being accreted through interest expense over the repurchase option period.
(3) Excluded is other indebtedness of $86,062 with a weighted average interest rate of 8.5% and weighted average years to maturity of approximately 29.0 years.
(4) Corporate debt includes $487,500 of secured credit facility and $517,500 of secured term loans.
            SUPPLEMENTAL INFORMATION | 7


EBITDAre
Washington Prime Group Inc.
(dollars in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020201920202019
Calculation of EBITDAre:
Net loss$(48,061)$(1,665)$(133,914)$(21,108)
Interest expense, net39,725 38,833 115,805 114,806 
Income and other taxes154 (120)130 465 
Depreciation and amortization 58,063 70,948 173,147 209,142 
Gain on disposition of interests in properties, net — (3,944)(24,767)(3,944)
Impairment loss1,067 28,936 26,186 28,936 
Impairment on note receivable— — 11,237 — 
Pro-rata share of unconsolidated entities, net17,624 18,646 51,763 55,274 
EBITDAre (1)68,572 151,634 219,587 383,571 
Gain on extinguishment of debt, net— (38,913)— (38,913)
Adjusted EBITDAre$68,572 $112,721 $219,587 $344,658 
(1) EBITDAre is calculated consistent with the NAREIT definition.





    SUPPLEMENTAL INFORMATION | 8


OPERATING METRICS
Washington Prime Group Inc.
As of September 30, 2020
PORTFOLIO SUMMARY
Property CountLeased Occupancy % (1)Store Sales
Per Square Foot for
12 Months Ended (1)
Store
Occupancy Cost % (1)
 % of Total
Comp NOI
for 3 Months
Ended 9/30/20
 NOI Growth
for 3 Months Ended 9/30/20
 Releasing Spreads Trailing Twelve Months Ended 2020
9/30/209/30/199/30/20 (5)9/30/199/30/20 (5)9/30/19
Open Air Properties4795.7%97.0%39.3%-13.6%-0.5%
Tier 1 Enclosed Retail Properties4187.5%90.4% not reported $415 not reported11.2%57.6%-41.4%-0.1%
Tier 1 and Open Air 8891.2%93.5%96.9%-32.6%-0.3%
ENCLOSED RETAIL PROPERTY TIERS
TIER 1TIER 2 / NONCORE
TIER 2
Arbor HillsMesa MallAnderson Mall
Arboretum, TheMorgantown MallBoynton Beach Mall
Ashland Town CenterNorthtown Mall Chautauqua Mall
Bowie Town CenterNorthwoods MallIndian Mound Mall
Brunswick SquareOklahoma City PropertiesLima Mall
Clay TerraceOrange Park MallMaplewood Mall
Cottonwood MallPaddock MallNew Towne Mall
Dayton MallPearlridge CenterOak Court Mall
Edison MallPolaris Fashion PlaceRolling Oaks Mall
Grand Central MallPort Charlotte Town CenterSunland Park Mall
Great Lakes MallScottsdale Quarter Westminster Mall (2)
Irving MallSouthern Hills Mall
Jefferson Valley MallSouthern Park MallNONCORE
Lincolnwood Town Center Southgate MallCharlottesville Fashion Square (3)
Lindale MallThe Outlet Collection | SeattleMuncie Mall (4)
Longview MallTown Center at Aurora
Malibu Lumber YardTown Center Crossing & Plaza
Mall at Fairfield Commons, TheWaterford Lakes Town Center
Mall at Johnson City, TheWeberstown Mall
Markland MallWestShore Plaza
Melbourne Square
(1) Metrics include properties owned and managed as of September 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 Q3 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 third quarter, comparable quarterly sales year-over-year were -8% for those stores open the entire quarter of 2020 for our Tier 1 properties.

    SUPPLEMENTAL INFORMATION | 9


LEASING RESULTS AND BASE RENT PSF
Washington Prime Group Inc.
Year-to-date through September 30, 2020
Leasing Results- Comparable Properties
No Exclusions
2020 Year-to-DateChange from Prior YTD
NewRenewalTotalTotal
# of DealsSqft# of DealsSqft# of DealsSqft# of DealsSqft
Tier 1 Enclosed Retail Properties 75  576,948  369  1,393,293  444  1,970,241 -17%2%
Open Air Properties 36  262,674  77  742,325  113  1,004,999 -9%17%
Total Tier 1 and Open Air 111  839,622  446  2,135,618  557  2,975,240 -16%7%
Tier 2 and Noncore Properties 5  16,015  92  373,364  97  389,379 -7%10%
Grand Total 116  855,637  538  2,508,982  654  3,364,619 -15%7%
Leasing Results
Small Shop Deals for Enclosed Properties; Anchor and Small Shop Deals for Open Air
NumberSquare FeetBase Rent PSFAverage TermTenant Allow.$(000)sTenant Allow. PSF
of LeasesNewRenewalTotalNewRenewalTotalNewRenewalTotalNewRenewalNewRenewal
Tier 1 Enclosed Retail Properties216 187,095 286,607 473,702 $28.16 $34.05 $31.72 7.5 3.1 4.3 $7,699 $2,159 $41.15 $7.53 
Open Air Properties98 259,880 667,078 926,958 $15.12 $14.53 $14.69 8.3 5.2 6.3 $6,948 $1,684 $26.74 $2.53 
Total Tier 1 and Open Air314 446,975 953,685 1,400,660 $20.58 $20.39 $20.45 7.8 3.7 4.9 $14,647 $3,843 $32.77 $4.03 
Tier 2 and Noncore Properties36 5,461 63,496 68,957 $22.89 $23.51 $23.47 4.0 3.1 3.2 $— $57 $— $0.91 
Total350 452,436 1,017,181 1,469,617 $20.60 $20.59 $20.59 7.6 3.6 4.7 $14,647 $3,900 $32.37 $3.83 
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 September 30, 2020.
Average Base Rent PSF
Base Minimum Rent PSF
As of September 30,
20202019
Tier 1 Enclosed Retail Properties$28.14 $28.55 
Open Air Properties$14.16 $13.73 
Total Tier 1 and Open Air Properties$21.02 $21.28 
                        SUPPLEMENTAL INFORMATION | 10


RELEASING SPREADS
Washington Prime Group Inc.
For the trailing 12 months ended September 30, 2020
Square Footage of SigningsNew
Rate PSF
Prior Rate PSFRe-leasing Spread
 $  %
Open Air Properties:
New196,715 $17.55 $19.20 $(1.65)-8.6 %
Renewal (1)707,971 $17.80 $17.47 $0.33 1.9 %
All Deals904,686 $17.75 $17.85 $(0.10)-0.6 %
Tier 1 Enclosed Retail Properties:
New148,836 $33.98 $33.43 $0.55 1.6 %
Renewal (1)499,496 $42.95 $45.70 $(2.75)-6.0 %
All Deals648,332 $40.89 $42.88 $(1.99)-4.6 %
Total Open Air and Tier 1 Properties:
New345,551 $24.63 $25.33 $(0.70)-2.8 %
Renewal (1)1,207,467 $28.21 $29.14 $(0.93)-3.2 %
All Deals1,553,018 $27.41 $28.30 $(0.89)-3.1 %
Note: The Company's Tier 2 and noncore properties are excluded from these metrics.
(1) The renewal spreads include rent restructure deals to address COVID-19. If these were excluded, renewal spreads would be +0.6% compared to a -3.2% and total spreads would be -0.3% compared to -3.1% above.
    SUPPLEMENTAL INFORMATION | 11


TOP 10 TENANTS
Washington Prime Group Inc.
As of September 30, 2020
Non-Anchor Stores
(Ranked by Percent of Total Minimum Rents)
National Tenant NameTenant DBA's in PortfolioNumber
of Stores
GLA of
Stores
Percent of Total GLA in PortfolioPercent of Total Annualized Base Minimum Rent
L Brands, Inc.Bath & Body Works, Pink, Victoria's Secret, White Barn Candle 101522,5811.0%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 Jewelers99136,6320.3%2.5%
Footlocker, Inc.Champs Sports, Foot Action USA, Footlocker, Kids Footlocker, Lady Footlocker75326,2120.6%2.0%
The Gap, Inc. (1)Athleta, Banana Republic, Banana Republic Outlet, Gap, Gap Kids, Gap Outlet, Intermix, Janie and Jack, Old Navy32330,8190.6%1.2%
The Finish Line, Inc.Finish Line, JD Sports32184,4970.3%1.2%
Ulta Salon, Cosmetics & Fragrance, Inc.Ulta Beauty24254,2050.5%1.2%
Regal Entertaimment GroupRegal Cinema5224,1790.4%1.1%
Sycamore PropertiesBelk, Box Lunch, Hot Toic, Talbots, Torrid81217,4200.4%1.0%
Claire's Inc.Claire's, Claire's Boutique, Icing6785,3050.2%1.0%
Genesco Inc.Journeys, Journeys Kidz, Underground by Journeys55104,3820.2%0.9%
Anchor Stores
(Ranked by Total GLA)
National Tenant NameTenant DBA's in PortfolioNumber
of Stores
GLA of
Stores
Percent of Total GLA in PortfolioPercent of Total Annualized Base Minimum Rent Number of WPG Owned Stores
 Macy's, Inc. Macy's 244,299,8708.1%0.2%4
 JCPenney Company, Inc. JCPenney324,197,3367.9%1.2%18
 Dillard's, Inc. Dillard's212,747,9045.2%0.0%2
 Target Corporation Target, Super Target101,419,1002.7%0.0%1
 Kohl's Corporation Kohl's131,186,3022.2%1.0%10
 Dick's Sporting Goods, Inc. Dick's Sporting Goods, Field & Stream, Golf Galaxy16970,0961.8%2.0%14
 Best Buy Co. Inc. Best Buy16708,1021.3%1.7%15
 Wal-Mart Stores, Inc. Wal-Mart4618,0611.2%0.0%0
 TJX Companies Home Goods, Marshalls, TJ Maxx18563,9561.1%1.2%18
 Sycamore Partners Belk Home Store, Belk, Belk for Her, Staples8522,3131.0%0.3%6
Note: Schedule above includes properties owned and managed at September 30, 2020.
(1) Of the 32 Gap, Inc. stores, 5 are Gap stores with the remainder in the other concepts listed.

                    SUPPLEMENTAL INFORMATION | 12


LEASE EXPIRATIONS (1)
Washington Prime Group Inc.
As of September 30, 2020
Enclosed Retail Properties
Number of Leases ExpiringAnchor Square Feet of GLA ExpiringStore Square Feet of GLA ExpiringTotal Square Feet of GLA ExpiringAnchor Annualized Base Rents PSF ExpiringStore Annualized Base Rents PSF Expiring% of Annualized Base Rents Represented by Expiring Leases
Year
Month To Month Leases142 168,896 417,278 586,174 $7.98 $30.95 2.6 %
2020114 — 271,083 271,083 $— $27.94 1.2 %
2021617 572,668 2,085,336 2,658,004 $6.07 $26.44 9.6 %
2022596 993,452 1,788,552 2,782,004 $6.27 $28.07 10.6 %
2023478 1,175,696 1,536,578 2,712,274 $8.56 $31.36 10.1 %
2024351 698,314 1,095,537 1,793,851 $6.67 $29.79 6.9 %
2025271 1,396,081 1,160,677 2,556,758 $8.25 $27.28 8.5 %
2026202 877,786 1,112,531 1,990,317 $4.84 $27.88 6.5 %
2027166 455,959 767,406 1,223,365 $7.41 $30.00 4.6 %
2028128 251,005 566,491 817,496 $14.03 $27.69 3.5 %
202994 486,385 418,117 904,502 $7.08 $32.31 3.0 %
2030 and Thereafter117 1,079,768 581,922 1,661,690 $9.07 $24.92 4.4 %
Specialty Leasing Agreements w/ terms in excess of 11 months711 — 1,696,364 1,696,364 $— $8.68 2.8 %
Open Air Properties
Number of Leases ExpiringAnchor Square Feet of GLA ExpiringStore Square Feet of GLA ExpiringTotal Square Feet of GLA ExpiringAnchor Annualized Base Rents PSF ExpiringStore Annualized Base Rents PSF Expiring% of Annualized Base Rents Represented by Expiring Leases
Year
Month To Month Leases26 43,971 63,438107,409 $12.10 $18.73 0.4 %
202034 89,975 102,539192,514 $6.55 $22.84 0.6 %
2021136 593,759 362,780956,539 $10.73 $20.68 2.8 %
2022154 808,314 488,3471,296,661 $9.26 $18.80 3.4 %
2023146 1,051,124 458,3721,509,496 $10.67 $19.37 4.1 %
2024114 749,684 330,9581,080,642 $9.29 $21.89 2.9 %
2025103 675,306 239,126914,432 $12.34 $25.63 3.0 %
202680 578,702 270,586849,288 $10.78 $21.51 2.4 %
202764 465,043 194,883659,926 $11.26 $22.45 2.0 %
202832 269,501 98,765368,266 $14.54 $19.57 1.2 %
202944 119,030 206,966325,996 $15.31 $22.27 1.3 %
2030 and Thereafter43 326,409 211,743538,152 $11.91 $19.02 1.6 %
Specialty Leasing Agreements w/ terms in excess of 11 months12 — 32,36132,361 $— $8.24 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 September 30, 2020.
                                        SUPPLEMENTAL INFORMATION | 13


CAPITAL EXPENDITURES
Washington Prime Group Inc.
(dollars in thousands)
Consolidated
Three Months
Ended
September 30, 2020
Unconsolidated Joint Venture Proportionate ShareTotal
Three Months
Ended
September 30, 2020
Consolidated
Three Months
Ended
September 30, 2019
Unconsolidated Joint Venture Proportionate ShareTotal
Three Months
Ended
September 30, 2019
New Developments$— $— $— $— $— $— 
Redevelopments, Renovations, and Expansions$22,725 $4,214 $26,939 $18,875 $3,048 $21,923 
Internal Leasing Costs$225 $230 $455 $571 $581 $1,152 
Property Capital Expenditures:
   Non-anchor stores tenant improvements and allowances$4,865 $1,906 $6,771 $4,941 $1,122 $6,063 
   Operational capital expenditures4,603 225 4,828 9,063 485 9,548 
   Total Property Capital Expenditures$9,468 $2,131 $11,599 $14,004 $1,607 $15,611 
Consolidated
Nine Months
Ended
September 30, 2020
Unconsolidated Joint Venture Proportionate ShareTotal
Nine Months
Ended
September 30, 2020
Consolidated
Nine Months
Ended
September 30, 2019
Unconsolidated Joint Venture Proportionate ShareTotal
Nine Months
Ended
September 30, 2019
New Developments$— $— $— $— $— $— 
Redevelopments, Renovations, and Expansions$92,970 $11,326 $104,296 $55,433 $9,981 $65,414 
Internal Leasing Costs$618 $611 $1,229 $1,224 $949 $2,173 
Property Capital Expenditures:
   Non-anchor stores tenant improvements and allowances$15,393 $4,657 $20,050 $19,759 $3,824 $23,583 
   Operational capital expenditures15,621 931 16,552 20,785 1,786 22,571 
   Total Property Capital Expenditures$31,014 $5,588 $36,602 $40,544 $5,610 $46,154 

                        SUPPLEMENTAL INFORMATION | 14


REDEVELOPMENT PROJECTS
Washington Prime Group Inc.
As of September 30, 2020
(dollars in thousands)
Projects under construction or approved for construction with an estimated investment of $5 million or more
Property NameCityStOpportunityOwnership
%
Estimated
Total Costs (1)(3)
Estimated
Project Yield
(1) (2)
WPG Costs Incurred
to Date (3)
Estimated
Completion (1)
Fairfield Town CenterHoustonTXFinal 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 - $30,0007% - 8% $19,754 2020/2021
Grand Central MallParkersburgWVReplaced 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 Maxx100%$31,000 - $33,0006% - 8% $27,156 2019/ 2021
Mesa MallGrand JunctionCODillard'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 - $8,000n/a (5)$7,345 2021
Mall at Johnson CityJohnson CityTNReplace 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%$1,280 (4)2021
Morgantown MallMorgantownWVReplace former Belk store with Ollie's Bargain Outlet and a new entertainment tenant100%$8,000 - $9,0007% - 9% $3,752 2020/ 2021
Outlet Collection | SeattleSeattleWAReplaced former Sam's Club with FieldhouseUSA, a community based multi-purpose indoor sports facility specializing in leagues, events and tournaments.100%$11,000 - $13,0009% - 10%$8,274 2020
Polaris Fashion PlaceColumbusOHReplace former Sears with FieldhouseUSA and mixed use component including hospitality51%$12,000 - $14,000(4)4% - 5% $6,113 (4)2020/ 2021
Southern Park MallYoungstownOHPhase I of redevelopment: Replace former Sears with new entertainment, dining, retail, and community green space100%$16,000 - $18,000(6)7% - 8% $8,529 2021
Town Center at AuroraAuroraCOReplace former Sears with FieldhouseUSA and mixed use component including hospitality100%$21,000 - $23,0005% - 6%$5,913 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 September 30, 2020
CountPropertyCityFormer Department Store Owner Closing DatePlanned ReplacementStatus
Department Stores formerly occupied by Sears / BonTon / Belk - September 30, 2020
Department Stores Addressed
1Grand Central MallParkersburg, WVSearsLeaseDec-18Home Goods, PetSmart, Ross Dress for Less, and TJ MaxxLeases executed, Under construction
2Lincolnwood Town CenterLincolnwood, ILCarsons Pirie ScottLeaseAug-18RoomPlaceRoomPlace opened August 2019
3Longview MallLongview, TXSearsLeaseJan-19Conn's HomePlus/ OtherLease signed/ LOI
4Mall at Fairfield CommonsDayton, OHSearsLeaseDec-18Morris Home Furniture / Round1Morris Home opened Q220/ Round1 opened Q419
5Mall at Johnson CityJohnson City, TNSearsLease2020Home Goods/ Other/ Dining Home Goods lease executed
6Markland MallKokomo, INCarsons Pirie ScottLeaseAug-18Dunham's SportsStore opened September 2020
7Mesa MallGrand Junction, COSearsLeaseNov-18Dillard'sLOI executed
8Mesa MallGrand Junction, COHerberger'sLeaseAug-18National sporting goods retailerLOI received
9Morgantown MallMorgantown, WVBelkLeaseMar-18Ollie's Bargain Outlet/ EntertainmentOpened Oct. 2020/ LOI executed
10Morgantown MallMorgantown, WVElder-BeermanLeaseAug-18Dunham's SportsDunham's opened April 2020
11Morgantown MallMorgantown, WVSearsLeaseJan-19WVU Medical fulfillment center WVU Medical fulfillment center opened July 2020
12Polaris Fashion PlaceColumbus, OHSearsLeaseMar-19FieldhouseUSA / Mixed UseProactive termination, Lease executed
13Port Charlotte Town CenterPort Charlotte, FLSearsLeaseMar-19EntertainmentLease out for signature
14Southern Hills MallSioux City, IASearsLeaseMar-19Retail conceptsProactive termination, LOI received
15Southern Park MallYoungstown, OHSearsLeaseJul-18Entertainment / Outdoor greenspaceProactive termination, Under construction
16Southgate MallMissoula, MTHerberger'sLeaseAug-18Dillard'sDillard's opened June 2019
17Town Center at AuroraAurora, COSearsLeaseDec-19FieldhouseUSA / Mixed useProactive termination, Lease executed
18WestShore PlazaTampa, FLSearsLeaseMar-19Mixed useProactive termination, Obtaining Entitlements
Active Planning / Evaluating Options
19Cottonwood MallAlbuquerque, NMSearsSearsAug-18Sears owns boxEvaluating Options
20Dayton MallDayton, OHElder-BeermanFormerly owned by Third PartyAug-18Purchased from third party in Q419Active Planning
21Lindale MallCedar Rapids, IAYounkersLeaseAug-18Retail conceptsActive Planning
22Mall at Fairfield CommonsDayton, OHElder-BeermanLeaseAug-18Retail conceptsActive Planning
23Northtown MallBlaine, MNHerberger'sLeaseAug-18Retail conceptsActive Planning
24Northwoods MallPeoria, ILSearsSearsFeb-20Sears owns boxActive Planning
25Orange Park MallOrange Park, FLSearsSearsApr-20Sears owns boxEvaluating Options
26Southern Hills MallSioux City, IAYounkersLeaseAug-18Retail conceptsActive Planning
27Southgate MallMissoula, MTHerberger's MenLeaseAug-18DiningActive Planning
28Whitehall MallWhitehall, PASearsLeaseFeb-20Big box and small shop retailActive Planning
Stores Occupied by Sears as of September 30, 2020
29Pearlridge CenterAiea, HISearsLeaseEntertainment / DiningEvaluating Options
30Weberstown MallStocktown, CASearsGround leaseMixed useActive 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 September 30, 2020
Debt Information
 Indebtedness
Property Name StCity (Major Metropolitan Area)Financial
Interest (1)
 Total
Center
Square Feet
Total
WPG Owned Square Feet
Total
Tenant Owned Square Feet
Maturity Date (2)Interest RateType Total  WPG
Share
Enclosed Retail Properties
Anderson MallSCAnderson 100%670,742 315,553355,18912/01/224.61%Fixed$17,156$17,156
Arbor HillsMIAnn Arbor51%86,939 86,939001/01/264.27%Fixed$23,892$12,185
Arboretum, TheTXAustin51%193,835 193,835006/01/274.13%Fixed$59,400$30,294
Ashland Town CenterKYAshland100%434,359 330,969103,39007/06/214.90%Fixed$35,279$35,279
Bowie Town CenterMDBowie (Wash, D.C.)100%583,035 281,737301,298
Boynton Beach MallFLBoynton Beach (Miami)100%869,756 428,402441,354
Brunswick SquareNJEast Brunswick (New York)100%764,224 292,928471,29603/01/244.80%Fixed$68,640$68,640
Charlottesville Fashion Square (4)(6)VACharlottesville100%0004/01/244.54%Fixed$45,068$45,068
Chautauqua MallNYLakewood 100%435,415 427,8857,530
Chesapeake Square TheaterVAChesapeake (VA Beach)100%42,248 42,2480
Clay TerraceINCarmel (Indianapolis)100%577,605 558,72918,876
Cottonwood MallNMAlbuquerque100%1,048,428 568,199480,22904/06/244.82%Fixed$93,797$93,797
Dayton MallOHDayton100%1,442,034 770,253671,78109/01/224.57%Fixed$78,067$78,067
Edison Mall (5)FLFort Myers100%1,050,133 567,840482,293
Grand Central MallWVParkersburg100%646,701 640,1936,50807/06/216.05%Fixed$38,378$38,378
Great Lakes Mall (5)OHMentor (Cleveland)100%1,249,724 658,037591,687
Indian Mound MallOHNewark100%555,599 382,938172,661
Irving Mall (5)TXIrving (Dallas)100%1,051,832 488,287563,545
Jefferson Valley Mall (5)NYYorktown Heights (New York)100%583,037 417,345165,692
Lima MallOHLima100%745,042 545,220199,822
Lincolnwood Town Center (8)ILLincolnwood (Chicago)100%422,997 422,996104/01/218.26%Fixed$47,252$47,252
Lindale MallIACedar Rapids100%713,473 476,781236,692
Longview MallTXLongview100%646,518 347,721298,797
Malibu Lumber Yard CAMalibu51%31,514 31,5140
Mall at Fairfield Commons, TheOHBeavercreek100%1,030,828 850,047180,781
Mall at Johnson City, TheTNJohnson City51%567,446 567,446005/06/256.76%Fixed$47,689$24,321
Maplewood MallMNSt. Paul (Minneapolis)100%903,985 323,229580,756
Markland MallINKokomo100%394,048 371,80322,245
Melbourne SquareFLMelbourne100%716,993 420,383296,610
Mesa MallCOGrand Junction100%803,994 431,973372,021
Morgantown MallWVMorgantown100%555,236 555,2360
Muncie Mall (4)(7)INMuncie100%0004/01/214.19%Fixed$33,071$33,071
New Towne MallOHNew Philadelphia100%497,435 497,4350
Northtown MallMNBlaine100%644,294 644,2940
Northwoods MallILPeoria100%669,596 360,604308,992
Oak Court MallTNMemphis100%845,060 359,243485,81704/01/214.76%Fixed$36,069$36,069
Oklahoma City Properties OKOklahoma City51%327,553 325,3072,24606/01/273.90%Fixed$52,779$26,917
01/01/232.65%Variable$12,517$6,384
Orange Park MallFLOrange Park (Jacksonville)100%952,720 555,540397,180
Outlet Collection | Seattle, The WASeattle100%924,304 924,3040
Paddock MallFLOcala100%555,310 324,753230,557
Pearlridge CenterHIAiea51%1,307,828 1,254,55153,27706/01/253.53%Fixed$225,000$114,750
05/01/254.07%Fixed$42,171$21,507
Polaris Fashion PlaceOHColumbus51%1,374,824 737,309637,51503/01/253.90%Fixed$223,669$114,071
03/01/254.46%Fixed$15,438$7,873
Port Charlotte Town Center (3)(8)FLPort Charlotte100%777,382 493,173284,20911/01/209.30%Fixed$40,868$40,868
Rolling Oaks Mall TXSan Antonio100%882,095 285,787596,308

    SUPPLEMENTAL INFORMATION | 17


PROPERTY INFORMATION
Washington Prime Group Inc.
As of September 30, 2020
Debt Information
 Indebtedness
Property Name StCity (Major Metropolitan Area)Financial
Interest (1)
 Total
Center
Square Feet
Total
WPG Owned Square Feet
Total
Tenant Owned Square Feet
Maturity Date (2)Interest RateType Total  WPG
Share
Enclosed Retail Properties
Scottsdale Quarter AZScottsdale51%759,918 759,918006/01/253.53%Fixed$165,000$84,150
04/01/274.36%Fixed$55,000$28,050
Southern Hills Mall IASioux City100%774,024 669,435104,589
Southern Park MallOHYoungstown100%1,018,309 830,745187,564
Southgate MallMTMissoula100%582,887 440,354142,53309/27/234.48%Fixed$35,000$35,000
Sunland Park MallTXEl Paso100%918,475 332,638585,837
Town Center at AuroraCOAurora (Denver)100%1,081,541 495,043586,49804/01/224.92%Fixed$51,000$51,000
Town Center Crossing & Plaza KSLeawood51%670,662 534,101136,56102/01/274.25%Fixed$32,296$16,471
02/01/275.00%Fixed$65,345$33,326
Waterford Lakes Town CenterFLOrlando100%967,287 692,787274,50005/06/294.86%Fixed$176,563$176,563
Weberstown MallCAStockton100%846,915 263,245583,67006/08/212.80%Variable$65,000$65,000
Westminster MallCAWestminster (Los Angeles)100%1,216,845 444,153772,69204/01/244.65%Fixed$75,674$75,674
WestShore Plaza FLTampa100%1,093,693 865,231228,462
Enclosed Retail Properties Total39,506,677 25,886,61613,620,061$1,957,078$1,457,181
Open Air Properties
Bloomingdale CourtILBloomingdale (Chicago)100%675,988 385,543290,445
Bowie Town Center StripMDBowie (Wash, D.C.)100%106,636 40,97465,662
Canyon View MarketplaceCOGrand Junction100%199,815 43,053156,76211/06/235.47%Fixed$5,046$5,046
Chesapeake CenterVAChesapeake (Virginia Beach)100%279,581 128,972150,609
Concord Mills MarketplaceNCConcord (Charlotte)100%240,769 234,3876,38211/01/234.82%Fixed$16,000$16,000
Countryside PlazaILCountryside (Chicago)100%403,455 203,994199,461
Dare CentreNCKill Devil Hills100%168,998 109,47959,519
Empire EastSDSioux Falls100%301,438 167,616133,822
Fairfax CourtVAFairfax (Wash, D.C.)100%239,483 239,4830
Fairfield Town CenterTXHouston100%364,533 185,533179,000
Forest PlazaILRockford100%433,816 413,51920,29710/01/293.67%Fixed$30,250$30,250
Gaitway Plaza (3)FLOcala96%197,435 196,635800
Gateway CentersTXAustin51%513,612 411,309102,30306/01/274.03%Fixed$112,500$57,375
Greenwood PlusINGreenwood (Indianapolis)100%152,123 146,0916,032
Henderson SquarePAKing of Prussia (Philadelphia)100%107,368 53,61253,756
Keystone ShoppesINIndianapolis100%36,457 36,4570
Lake PlazaILWaukegan (Chicago)100%215,590 124,96190,629
Lake View Plaza ILOrland Park (Chicago)100%364,548 309,13955,409
Lakeline PlazaTXCedar Park (Austin)100%386,055 355,61830,43710/01/293.67%Fixed$49,710$49,710
Lima CenterOHLima100%233,878 173,87860,000
Lincoln CrossingILO'Fallon (St. Louis)100%303,526 98,061205,465
MacGregor VillageNCCary 100%140,133 140,1330
Mall of Georgia CrossingGABuford (Atlanta)100%440,774 317,639123,13510/06/224.28%Fixed$21,272$21,272
Markland PlazaINKokomo100%84,727 80,9773,750
Martinsville PlazaVAMartinsville100%102,105 94,7607,345
Muncie Towne PlazaINMuncie100%171,621 171,621010/01/293.67%Fixed$10,550$10,550
North Ridge Shopping CenterNCRaleigh100%171,492 166,0925,40012/01/223.41%Fixed$11,298$11,298
Northwood PlazaINFort Wayne100%204,956 76,727128,229
Palms CrossingTXMcAllen51%389,618 389,618008/01/215.49%Fixed$32,805$16,731
Plaza at Buckland Hills, TheCTManchester 100%312,502 257,48855,014


SUPPLEMENTAL INFORMATION | 18


PROPERTY INFORMATION
Washington Prime Group Inc.
As of September 30, 2020
Debt Information
 Indebtedness
Property Name StCity (Major Metropolitan Area)Financial
Interest (1)
 Total
Center
Square Feet
Total
WPG Owned Square Feet
Total
Tenant Owned Square Feet
Maturity Date (2)Interest RateType Total  WPG
Share
Open Air Properties
Richardson SquareTXRichardson (Dallas)100%516,100 40,187475,913
Rockaway CommonsNJRockaway (New York)100%229,929 226,1793,750
Rockaway Town PlazaNJRockaway (New York)100%306,440 73,158233,282
Royal Eagle PlazaFLCoral Springs (Miami)100%178,769 175,3853,384
Shops at Arbor Walk, TheTXAustin51%309,009 280,26028,74908/01/215.49%Fixed$37,077$18,909
Shops at North East Mall, TheTXHurst (Dallas)100%365,169 365,1690
St. Charles Towne PlazaMDWaldorf (Wash, D.C.)100%388,517 329,67558,842
Tippecanoe PlazaINLafayette100%90,522 85,8114,711
University CenterINMishawaka 100%150,441 100,44150,000
University Town PlazaFLPensacola100%382,330 216,194166,136
Village Park PlazaINCarmel (Indianapolis)100%501,898 290,009211,889
Washington PlazaINIndianapolis100%50,107 50,1070
West Ridge OutlotsKSTopeka100%3,564 03,564
West Town Corners (3)FLAltamonte Springs (Orlando)100%379,172 234,554144,618
Westland Park Plaza (3)FLOrange Park (Jacksonville)100%163,259 163,2590
White Oaks PlazaILSpringfield100%385,414 263,231122,18310/01/293.67%Fixed$26,490$26,490
Whitehall Mall PAWhitehall100%603,475 588,60114,874
Wolf RanchTXGeorgetown (Austin)100%632,025 419,839212,186
Open Air Properties Total13,579,172 9,655,4283,923,744$352,998$263,631
Total 53,085,849 35,542,04417,543,805$2,310,076$1,720,812(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 net carrying value of the financial liability at 9/30/20 is $86.1 million and interest is being recognized at an effective rate of 8.5%. The ground lease is subject to a repurchase option in 2049 of $109.3 million. The difference between the net carrying value of the financial liability and the repurchase option price is being accreted through interest expense over the applicable term.
(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
September 30, 2020
Nine Months Ended
September 30, 2020
WPG's Share of Unconsolidated EntitiesWPG's Share of Unconsolidated Entities
Revenue:
Minimum rent$19,015 $55,550 
Overage rent227 775 
Tenant reimbursements6,751 22,371 
Changes in estimate of collectibility of rental income(3,996)(7,887)
Other income1,277 1,763 
Total revenues23,274 72,572 
Expenses:
Property operating(5,531)(15,668)
Real estate taxes(3,715)(10,820)
Advertising and promotion(320)(865)
Total recoverable expenses(9,566)(27,353)
Depreciation and amortization(11,433)(34,466)
General and administrative(20)(57)
Ground rent (1,579)(4,700)
Total operating expenses(22,598)(66,576)
Interest expense, net(6,159)(18,225)
Gain on sale of interests in properties— 1,040 
Income and other taxes(32)(112)
Loss from unconsolidated entities, net$(5,515)$(11,301)
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)
September 30, 2020
WPG's Share of Unconsolidated Entities
Assets:
Investment properties at cost$1,175,286 
Construction in progress21,500 
1,196,786 
Less: accumulated depreciation 242,355 
954,431 
Cash and cash equivalents16,841 
Tenant receivables and accrued revenue, net (see below)23,621 
Deferred costs and other assets (see below)146,214 
Total assets$1,141,107 
Liabilities and members' equity:
Mortgage notes payable $616,589 
Accounts payable, accrued expenses, intangibles, and deferred revenues (see below)146,314 
Total liabilities762,903 
Members' equity378,204 
Total liabilities and members' equity$1,141,107 
Supplemental Balance Sheet Detail:
Tenant receivables and accrued revenue, net:
Straight-line receivable, net of reserve$9,991 
Tenant receivable19,337 
Deferred receivable2,397 
Unbilled receivables and other158 
Allowance for doubtful accounts, net(8,262)
Total$23,621 
Deferred costs and other assets:
Deferred leasing, net$11,647 
In place lease intangibles, net16,690 
Acquired above market lease intangibles, net19,093 
Right of use asset88,345 
Mortgage and other escrow deposits7,137 
Prepaids, notes receivable and other assets, net3,302 
Total$146,214 
Accounts payable, accrued expenses, intangibles and deferred revenues:
Accounts payable and accrued expenses$35,703 
Below market leases, net19,169 
Lease liability88,345 
Other3,097 
Total$146,314 
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.
   - EBITDAreNet 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.
   - OccupancyOccupancy 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 costPercent 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 spreadRe-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 PSFTrailing twelve-month sales for in-line stores of 10,000 SF or less. Excludes freestanding stores and specialty tenants.

        SUPPLEMENTAL INFORMATION | 23                            
a3q20earningspresentatio
Washington Prime Group Inc. 1 Third Quarter 2020 Earnings Presentation


 
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


 
Major Company Highlights Major Company Highlights o The Company has collected 87% of 3Q 20 rental income and associated charges adjusted for the applicable impact of COVID-19 lease amendments and related rent concessions; o Notwithstanding a challenging retail landscape as a result of the COVID-19 pandemic, year-to-date leasing volume exhibited a 7.0% YOY increase totaling 3.4M SF and 47% of new leasing volume was attributable to lifestyle tenancy; o The Company successfully executed amendments to its credit facilities during 3Q 20, which provides certain covenant relief through the third quarter of 2021; o The Company is actively negotiating specific measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful; o The Company ended 3Q 20 with $112M cash on hand; o As previously announced and subject to common shareholder approval, the Company intends to enter into a reverse common 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; and 3 o The Board of Directors declared the fourth quarter dividend for the Company’s preferred shares.


 
Leasing Strength and Stable Operating Metrics during the COVID-19 Pandemic Leasing Summary o Year-to-date leasing volume through September 30, 2020 exhibited a 7.0% YOY increase totaling 3.4M SF; o During the COVID-19 pandemic, between March and September, 486 leases were signed totaling 2.5M SF; o 47% of new leasing volume year-to-date was attributable to lifestyle tenancy which includes food, beverage, entertainment, home furnishings, fitness, and professional services; o The aforementioned 3.4M SF year-to-date follows annual leasing volume of 4.4M SF, 4.2M SF, and 4.0M SF during 2019, 2018 and 2017, respectively, totaling 16.0M SF since 2017; and o Year-to-date adaptive reuse openings include: Dunham’s Sports, WVU Medicine and Ollie’s Bargain Outlet at Morgantown Mall; Dunham’s Sports at Markland Mall; Morris Furniture at both The Mall at Fairfield Commons and Dayton Mall; and FieldhouseUSA at The Outlet Collection™ | Seattle. Operating Metrics Summary o New releasing spreads for Tier One assets exhibited an increase of 1.6% for the twelve months ended September 30, 2020; o Releasing spreads for combined Tier One and Open Air assets decreased 3.1% for the twelve months ended September 30, 2020, with 2.8% of the decline attributable to rent concessions for renewals completed in response to the COVID-19 pandemic; o As of September 30, 2020, combined Tier One and Open Air occupancy decreased 230 basis points YOY to 91.2%, o Reported YOY comparable sales decreased 8% for 3Q 20 albeit ending on a positive note with an increase of 2% during the month of September for Tier One assets; and 4 o Traffic trends have exhibited steady weekly sequential improvement since reopening in June notwithstanding a leveling off during July, followed by improvement in August and September with a subsequent tempering during October.


 
Net Operating Income Performance and Rental Collections Improve Significantly Net Operating Income Summary o As a result of the COVID-19 pandemic, 3Q 20 Tier One comparable NOI decreased 41.4% YOY while Open Air comparable NOI decreased 13.6%, resulting in a combined decrease of 32.6% or $35.0M. Both Open Air and Tier One properties showed a slight sequential improvement in NOI trends from the previous quarter decrease of 53.1% for Tier One, 24.5% for Open Air and a combined decrease of 44.6%. This decrease can best be explained by factors which include a cautious view of the future collection of outstanding pandemic related rental income including temporarily moving to cash basis revenue recognition relating to the Company’s national theater tenancy in 3Q 20 ($8M), the impact of rental relief including moving to percentage rent structures for certain tenants ($3M), the impact from 2Q 20 and 3Q 20 bankruptcies ($6M), and reserving for tenants that are past due on payments ($13M). The decrease includes the impact of both completed and in process COVID-19 related lease modifications; o For 3Q 20, the Company has collected approximately 87% of rental income and associated charges adjusted for the applicable impact of COVID-19 lease amendments and related rent concessions, which is an improvement from the 52% of contractual rental income and associated charges without lease amendments collected during 2Q 20. The collection rate for 3Q 20 is comprised of approximately 84% for enclosed assets and approximately 95% for Open Air assets based on the applicable impact of COVID-19 lease amendments and related rent concessions; and o For 4Q 20, the Company anticipates a decrease in comparable NOI between 10% and 20% which would represent improvement from the previous two quarters’ performance. This assumes that the Company’s properties remain open throughout the fourth quarter and are not significantly impacted by any future government-mandated operating restrictions. 5


 
Adaptive Reuse and Mixed Use Update Adaptive Reuse and Mixed Use Summary 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 are delayed to 4Q 20 or 1H 21; o As of September 30, 2020, the Company has resolved 18, or 64%, of the 28 department stores of which the Company has control; o As exhibited within the most recent 3Q 20 supplemental, the Company continues to provide real time updates relating to the 30 department stores within its Tier One and Open Air assets identified for repositioning (excluding space owned by third parties such as Seritage Growth Properties). As of September 30, 2020, only two of these department store spaces remained occupied by Sears; o Clay Terrace, Carmel, Indiana: Planning continues for mixed uses, including multifamily rental units, as well as a lifestyle hotel, new office space, and space intended for lifestyle, food and beverage uses; o WestShore Plaza, Tampa, Florida: As the Company continues the process of obtaining necessary entitlements regarding a mixed use redevelopment replacing the Sears site at the property, a letter of intent was executed with a third party developer to add residential units, office space, and a potential hotel to this parcel; o Westminster Mall, Westminster, California: A letter of intent was executed as it relates to the mixed use redevelopment and previously discussed monetization of Westminster Mall. The planned sale of this property will result in excess of $50M in cash proceeds; and o In addition to the aforementioned, the Company has identified eight assets which are suitable for mixed use redevelopment and it is estimated these assets could result in multifamily densification totaling over 4,000 units as well as a host of other nonretail uses. Discussions at various stages are underway with 6 municipalities to achieve zoning entitlements as well as financial and strategic partners to execute upon these value add mixed use projects.


 
Proactivity and New Initiatives Continue to Define the Company during the COVID-19 Pandemic Reopening, Innovation and Charitable Initiatives Summary o While all of the Company’s assets have reopened, the Company realizes that future temporary closures may be necessary in response to an uptick in COVID-19 cases and government mandates; o While the Company’s assets were fully or partially closed, a concerted effort focused upon safe reopening and included a best practices manual, tenant discussion forums and the launch of Retail-to-Go curbside pickup services; o Fulventory, the Company’s 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, an inventory clearance facility to a sporting goods retailer and several letters of intent and ongoing discussions with existing and prospective tenants to address portfolio wide fulfillment solutions; and o Such industry leading initiatives as WPG Cares and Open for Small Business have been exemplary with respect to the Company serving as a community and tenant resource. For instance, WPG Cares has participated in over 1,000 community service projects; Open for Small Business has hosted over 25 webinars attended by several thousand participants; and Well Picked Goods benefitted the Company’s tenancy during asset closures via digital merchandise curation and an in store gift card promotion as reopening occurs. 7


 
Department Store Adaptive Reuse WPG Department Store Repositioning Snapshot 30 Department Stores Anticipated capital of approximately $250M over the next three to four years 1 Under Evaluating Completed Active Announced Construction 3 9 4 7 7 ¹In addition to ~$100M spent through SEP 30, 2020 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 8


 
Department Store Adaptive Reuse Detail V The Mall at Johnson City, Johnson City, Tennessee: HomeGoods to anchor the replacement of the former Sears; V Polaris Fashion Place®, Columbus, Ohio: Fieldhouse USA to anchor the mixed use redevelopment of former Sears and is under construction; V Town Center at Aurora®, Aurora, Colorado: Fieldhouse USA to anchor the planned mixed use redevelopment of the former Sears; V Markland Mall, Kokomo, Indiana: Dunham’s opened during 3Q 20 replacing the former Carson Pirie Scott (Bon-Ton Stores); V Southern Park Mall, Boardman (Youngstown), Ohio: The demolition of the former Sears is underway and is to be replaced by DeBartolo Commons which includes an athletic green space, an ice skating rink and entertainment venue. V Southern Park Mall, Boardman (Youngstown), Ohio: The redevelopment project will also feature a new entertainment hub anchored by Steel Valley Brew Works, The Bunker indoor golf center and Ben Curtis Golf Academy, and Bogey’s restaurant and bar. In addition, Macy’s will renovate their store at Southern Park Mall and extend the term of their lease. 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 to replace the former Sears with Conn’s HomePlus 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 to replace the former Sears and HomeGoods to 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) and SCHEELS All Sports will replace JCPenney; V Grand Central Mall, Parkersburg, West Virginia: HomeGoods, PetSmart, Ross Dress for Less and T.J. Maxx are under construction to collectively replace the former Sears location; V Morgantown Mall, Morgantown, West Virginia: Dunham’s Sports held grand opening during 2Q 20 replacing Elder Beerman (Bon-Ton Stores). Ollie’s Bargain Outlet, which opened in October 2020, along with an entertainment concept will replace the former Belk’s. In addition, the former Sears was replaced with an 80,000 SF WVU Medicine logistics, distribution and fulfillment facility as part of the Company’s Fulventory initiative; 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, which opened in 2Q 20. 9


 
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 Purpose Local philanthropy during nonprofit agencies combating COVID-19. To date, WPG has performed over 1,000 COVID-19 pandemic community service projects including serving as distribution centers for medical supplies, hosting of COVID-19 testing stations, providing space for food depository as well as Beneficiary Those impacted and immediate response actions. Asset participation with onsite management nearly 100%. essential workers Initiative Fulventory The Company recently launched Fulventory, a last mile fulfilment initiative which allows tenants to utilize space within WPG assets for BOPIS (buy online and pickup in store) and Purpose Last mile fulfillment within inventory clearance. As BOPIS and BORIS continue to gain traction with consumers, WPG assets Fulventory captures the nexus between physical space and eCommerce serving as an Beneficiary Local and national tenancy amenity for both guests and tenants. Initiative Open for Small Business WPG established Open for Small Business in conjunction with University of Chicago’s Clinic Purpose Lease modification on Entrepreneurship and faculty members (Nobel Laureate Richard Thaler and and educational webinars Freakonomics author Steven Levitt) in order to assist local entrepreneurs e.g. standardized lease modification. Open for Small Business also hosts educational webinars addressing Beneficiary Small business and such topics as accessing SBA capital and other relevant subject matter. local entrepreneurs 10


 
More Examples of 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 honored their Purpose Host virtual graduation accomplishments with outdoor and digital events to ensure everybody’s safety during the Coronavirus and related activities pandemic. Activities included car parades, parking space decoration as well as a Class of 2020 digital mosaic and graduation cap (mortar board) design contest with a grand prize of $10,000. Beneficiary High school seniors 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 Managers of a featured WPG Purpose Online merchandise with in town center. Intended to maintain consumer loyalty and incent a return to the physical asset, Well store incentive Picked Goods includes an in store gift card promotion subject to a minimum purchase as tenants Beneficiary Guests and 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 the ability to beta test US consumer Purpose Beta test LatAm retailers receptivity via temporary (pop up) installations both inline and common area. In addition to physical within WPG assets locations, WPG will provide digital access throughout its entire portfolio as well as social media Beneficiary LatAm retailers 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 convenience in conjunction with Purpose Facilitate BOPIS for guest relevant goods and services and dynamic attractions which result in extended guest visitation. Retail convenience 11 to Go satisfies the convenience proposition while WPG continues to diversify tenancy and activate Beneficiary Guests and tenants common area.


 
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v3.20.2
Document and Entity Information Document
Nov. 05, 2020
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 05, 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