10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number      001-36252 (Washington Prime Group Inc.)

                            333-205859 (Washington Prime Group, L.P.)

WASHINGTON PRIME GROUP INC.

Washington Prime Group, L.P.

(Exact name of Registrant as specified in its charter)

        Indiana (Both Registrants)         46-4323686 (Washington Prime Group Inc.)

        (State of incorporation or organization)            46-4674640 (Washington Prime Group, L.P.)

                                (I.R.S. Employer Identification No.)

180 East Broad Street
Columbus	Ohio	43215
(Address of principal executive offices)

(614) 621-9000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Washington Prime Group Inc.:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	WPG	New York Stock Exchange
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share	WPGPRH	New York Stock Exchange
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share	WPGPRI	New York Stock Exchange

Washington Prime Group, L.P.: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Washington Prime Group Inc. Yes x  No o Washington Prime Group, L.P. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Washington Prime Group Inc. Yes x  No o Washington Prime Group, L.P. Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Washington Prime Group Inc. (Check One):	Large accelerated filer	x	Accelerated filer	☐	Emerging growth company	☐
	Non-accelerated filer	☐	Smaller reporting company	☐
Washington Prime Group, L.P. (Check One):	Large accelerated filer	☐	Accelerated filer	☐	Emerging growth company	☐
	Non-accelerated filer	x	Smaller reporting company	☐

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.

Washington Prime Group Inc. o Washington Prime Group, L.P. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Washington Prime Group Inc. Yes ☐  No x Washington Prime Group, L.P. Yes ☐  No x

As of November 5, 2020, Washington Prime Group Inc. had 187,434,835 shares of common stock outstanding. Washington Prime Group, L.P. has no publicly traded equity and no common stock outstanding.

1

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2020 of Washington Prime Group® Inc. and Washington Prime Group®, L.P. Unless stated otherwise or the context requires otherwise, references to "WPG Inc." mean Washington Prime Group® Inc., an Indiana corporation, and references to "WPG L.P." mean Washington Prime Group®, L.P., an Indiana limited partnership, and its consolidated subsidiaries, in cases where it is important to distinguish between WPG Inc. and WPG L.P. We use the terms "WPG," the "Company," "we," "us," and "our" to refer to WPG Inc., WPG L.P., and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material interest on a consolidated basis, unless the context indicates otherwise.

WPG Inc. operates as a self-managed and self-administered real estate investment trust (“REIT”). WPG Inc. owns properties and conducts operations through WPG L.P., of which WPG Inc. is the sole general partner and of which it held approximately 84.7% of the partnership interests ("OP units") at September 30, 2020. The remaining OP units are owned by various limited partners. As the sole general partner of WPG L.P., WPG Inc. has the exclusive and complete responsibility for WPG L.P.’s day-to-day management and control. Management operates WPG Inc. and WPG L.P. as one enterprise. The management of WPG Inc. consists of the same persons who direct the management of WPG L.P. As general partner with control of WPG L.P., WPG Inc. consolidates WPG L.P. for financial reporting purposes, and WPG Inc. does not have significant assets other than its investment in WPG L.P. Therefore, the assets and liabilities of WPG Inc. and WPG L.P. are substantially the same on their respective consolidated financial statements and the disclosures of WPG Inc. and WPG L.P. also are substantially similar.

The Company believes, therefore, that the combination into a single report of the quarterly reports on Form 10-Q of WPG Inc. and WPG L.P. provides the following benefits:

•enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and

•creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.

The substantive difference between WPG Inc.’s and WPG L.P.’s filings is the fact that WPG Inc. is a REIT with shares traded on a public stock exchange, while WPG L.P. is a limited partnership with no publicly traded equity. Moreover, the interests in WPG L.P. held by third parties are classified differently by the two entities (i.e., noncontrolling interests for WPG Inc. and partners' equity for WPG L.P.). In the consolidated financial statements, these differences are primarily reflected in the equity section of the consolidated balance sheets and in the consolidated statements of equity. Apart from the different equity presentation, the consolidated financial statements of WPG Inc. and WPG L.P. are nearly identical.

This combined Form 10-Q for WPG Inc. and WPG L.P. includes, for each entity, separate interim financial statements (but combined footnotes), separate reports on disclosure controls and procedures and internal control over financial reporting, and separate CEO/CFO certifications. In addition, if there were any material differences between WPG Inc. and WPG L.P. with respect to any other financial and non-financial disclosure items required by Form 10-Q, they would be discussed separately herein.

2

WASHINGTON PRIME GROUP INC. AND WASHINGTON PRIME GROUP, L.P.

FORM 10-Q

INDEX

PART I:	FINANCIAL INFORMATION	PAGE
Item 1.	Consolidated Financial Statements (unaudited)
	Financial Statements for Washington Prime Group Inc.:
	Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	4
	Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020 and 2019	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	6
	Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019	7
	Financial Statements for Washington Prime Group, L.P.:
	Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	9
	Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2020 and 2019	10
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019	11
	Consolidated Statements of Equity for the three and nine months ended September 30, 2020 and 2019	12
	Condensed Notes to Consolidated Financial Statements	14
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	61
PART II:	OTHER INFORMATION
Item 1.	Legal Proceedings	62
Item 1A.	Risk Factors	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67
SIGNATURES		68

3

PART I

FINANCIAL INFORMATION

Item 1.Financial Statements

Washington Prime Group Inc.

Unaudited Consolidated Balance Sheets

(dollars in thousands, except share and par value amounts)

	September 30, 2020		December 31, 2019
ASSETS:
Investment properties at cost	$	5,955,603	$	5,902,406
Less: accumulated depreciation	2,499,937		2,397,736
	3,455,666		3,504,670
Cash and cash equivalents	95,328		41,421
Tenant receivables and accrued revenue, net	119,472		82,762
Investment in and advances to unconsolidated entities, at equity	411,923		417,092
Deferred costs and other assets	135,182		205,034
Total assets	$	4,217,571	$	4,250,979
LIABILITIES:
Mortgage notes payable	$	1,104,800	$	1,115,608
Notes payable	709,785		957,566
Term loans	683,475		686,642
Revolving credit facility	641,874		204,145
Other indebtedness	86,062		97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues	257,252		260,904
Distributions payable	3,323		3,252
Cash distributions and losses in unconsolidated entities, at equity	—		15,421
Total liabilities	3,486,571		3,341,139
Redeemable noncontrolling interests	3,265		3,265
EQUITY:
Stockholders' Equity:
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019	104,251		104,251
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019	98,325		98,325
Common stock, $0.0001 par value, 350,000,000 shares authorized; 187,434,835 and 186,884,276 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	19		19
Capital in excess of par value	1,260,677		1,254,771
Accumulated deficit	(801,722)		(655,492)
Accumulated other comprehensive loss	(14,885)		(5,525)
Total stockholders' equity	646,665		796,349
Noncontrolling interests	81,070		110,226
Total equity	727,735		906,575
Total liabilities, redeemable noncontrolling interests and equity	$	4,217,571	$	4,250,979

The accompanying notes are an integral part of these statements.

4

Washington Prime Group Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Loss

(dollars in thousands, except per share amounts)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
REVENUE:
Rental income	$	120,138	$	154,611	$	363,421	$	474,114
Other income	3,544		6,593		11,625		17,347
Total revenues	123,682		161,204		375,046		491,461
EXPENSES:
Property operating	36,067		39,007		101,456		114,868
Depreciation and amortization	58,063		70,948		173,147		209,142
Real estate taxes	19,611		19,014		58,300		61,006
Advertising and promotion	1,811		2,323		4,915		6,241
General and administrative	11,107		12,210		34,721		39,459
Ground rent	243		215		574		613
Impairment loss	1,067		28,936		26,186		28,936
Total operating expenses	127,969		172,653		399,299		460,265
Interest expense, net	(39,725)		(38,833)		(115,805)		(114,806)
Impairment on note receivable	—		—		(11,237)		—
Gain on disposition of interests in properties, net	1,620		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 & DILUTED	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
COMPREHENSIVE LOSS:
Net loss	$	(48,061)	$	(1,665)	$	(133,914)	$	(21,108)
Unrealized income (loss) on interest rate derivative instruments, net	3,451		(2,263)		(11,075)		(16,858)
Comprehensive loss	(44,610)		(3,928)		(144,989)		(37,966)
Comprehensive loss attributable to noncontrolling interests	(7,305)		(1,099)		(23,741)		(7,384)
Comprehensive loss attributable to common shareholders	$	(37,305)	$	(2,829)	$	(121,248)	$	(30,582)

The accompanying notes are an integral part of these statements.

5

Washington Prime Group Inc.

Unaudited Consolidated Statements of Cash Flows

(dollars in thousands)

	For the Nine Months Ended September 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(133,914)	$	(21,108)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation	171,508		209,945
Gain on extinguishment of debt, net	—		(38,913)
Impairment on note receivable	11,237		—
Gain on disposition of interests in properties and outparcels, net	(28,812)		(26,056)
Impairment loss	26,186		28,936
Change in estimate of collectibility of rental income	52,448		5,884
Loss from unconsolidated entities, net	11,301		2,002
Distributions of income from unconsolidated entities	1,261		1,812
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	(85,714)		5,996
Deferred costs and other assets	(5,437)		(6,524)
Accounts payable, accrued expenses, deferred revenues and other liabilities	1,304		(24,059)
Net cash provided by operating activities	21,368		137,915
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(139,094)		(119,646)
Net proceeds from disposition of interests in properties and outparcels	20,051		33,237
Investments in unconsolidated entities	(9,834)		(13,837)
Distributions of capital from unconsolidated entities	2,409		21,730
Net cash used in investing activities	(126,468)		(78,516)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(51)		(66)
Redemption of limited partner units	(543)		(143)
Net proceeds from issuance of common shares, including common stock plans	—		1
Distributions on common and preferred shares/units	(38,764)		(178,148)
Proceeds from issuance of debt, net of transaction costs	492,732		503,442
Repayments of debt	(290,744)		(372,008)
Other financing activities	(1,932)		(150)
Net cash provided by (used in) financing activities	160,698		(47,072)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	55,598		12,327
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	75,475		61,084
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	131,073	$	73,411

The accompanying notes are an integral part of these statements.

6

Washington Prime Group Inc.

Unaudited Consolidated Statements of Equity

(dollars in thousands, except per share/unit amounts)

	For the Three Months Ended September 30, 2020
	Preferred Series H		Preferred Series I		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, June 30, 2020	$	104,251	$	98,325	$	19	$	1,259,130	$	(757,985)	$	(17,809)	$	685,931	$	88,150	$	774,081	$	3,265
Other	—		—		—		(9)		—		—		(9)		—		(9)		—
Equity-based compensation	—		—		—		1,841		—		—		1,841		—		1,841		—
Adjustments to noncontrolling interests	—		—		—		(285)		—		—		(285)		285		—		—
Distributions declared on preferred shares	—		—		—		—		(3,508)		—		(3,508)		—		(3,508)		—
Other comprehensive income	—		—		—		—		—		2,924		2,924		527		3,451		—
Net loss, excluding $60 of distributions to preferred unitholders	—		—		—		—		(40,229)		—		(40,229)		(7,892)		(48,121)		—
Balance, September 30, 2020	$	104,251	$	98,325	$	19	$	1,260,677	$	(801,722)	$	(14,885)	$	646,665	$	81,070	$	727,735	$	3,265
	For the Nine Months Ended September 30, 2020
	Preferred Series H		Preferred Series I		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2019	$	104,251	$	98,325	$	19	$	1,254,771	$	(655,492)	$	(5,525)	$	796,349	$	110,226	$	906,575	$	3,265
Redemption of limited partner units	—		—		—		—		—		—		—		(543)		(543)		—
Other	—		—		—		(27)		—		—		(27)		—		(27)		—
Equity-based compensation	—		—		—		5,605		—		—		5,605		—		5,605		—
Adjustments to noncontrolling interests	—		—		—		328		—		—		328		(328)		—		—
Distributions on common shares/units ($0.125 per common share/unit)	—		—		—		—		(23,818)		—		(23,818)		(4,364)		(28,182)		—
Distributions declared on preferred shares	—		—		—		—		(10,524)		—		(10,524)		—		(10,524)		—
Other comprehensive loss	—		—		—		—		—		(9,360)		(9,360)		(1,715)		(11,075)		—
Net loss, excluding $180 of distributions to preferred unitholders	—		—		—		—		(111,888)		—		(111,888)		(22,206)		(134,094)		—
Balance, September 30, 2020	$	104,251	$	98,325	$	19	$	1,260,677	$	(801,722)	$	(14,885)	$	646,665	$	81,070	$	727,735	$	3,265

The accompanying notes are an integral part of this statement.

7

Washington Prime Group Inc.

Unaudited Consolidated Statements of Equity (Continued)

(dollars in thousands, except per share/unit amounts)

	For the Three Months Ended September 30, 2019
	Preferred Series H		Preferred Series I		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, June 30, 2019	$	104,251	$	98,325	$	19	$	1,251,319	$	(573,611)	$	(5,932)	$	874,371	$	124,790	$	999,161	$	3,265
Redemption of limited partner units	—		—		—		—		—		—		—		(124)		(124)		—
Other	—		—		—		(9)		—		—		(9)		—		(9)		—
Equity-based compensation	—		—		—		2,142		—		—		2,142		—		2,142		—
Adjustments to noncontrolling interests	—		—		—		(300)		—		—		(300)		300		—		—
Distributions on common shares/units ($0.25 per common share/unit)	—		—		—		—		(47,272)		—		(47,272)		(8,679)		(55,951)		—
Distributions declared on preferred shares	—		—		—		—		(3,508)		—		(3,508)		—		(3,508)		—
Other comprehensive loss	—		—		—		—		—		(1,916)		(1,916)		(347)		(2,263)		—
Net loss, excluding $60 of distributions to preferred unitholders	—		—		—		—		(913)		—		(913)		(812)		(1,725)		—
Balance, September 30, 2019	$	104,251	$	98,325	$	19	$	1,253,152	$	(625,304)	$	(7,848)	$	822,595	$	115,128	$	937,723	$	3,265
	For the Nine Months Ended September 30, 2019
	Preferred Series H		Preferred Series I		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2018	$	104,251	$	98,325	$	19	$	1,247,639	$	(456,924)	$	6,400	$	999,710	$	148,561	$	1,148,271	$	3,265
Redemption of limited partner units	—		—		—		—		—		—		—		(143)		(143)		—
Other	—		—		—		(23)		—		—		(23)		—		(23)		—
Exercise of stock options	—		—		—		1		—		—		1		—		1		—
Equity-based compensation	—		—		—		5,885		—		—		5,885		37		5,922		—
Adjustments to noncontrolling interests	—		—		—		(350)		—		—		(350)		350		—		—
Distributions on common shares/units ($0.75 per common share/unit)	—		—		—		—		(141,522)		—		(141,522)		(26,113)		(167,635)		—
Distributions declared on preferred shares	—		—		—		—		(10,524)		—		(10,524)		—		(10,524)		—
Other comprehensive loss	—		—		—		—		—		(14,248)		(14,248)		(2,610)		(16,858)		—
Net loss, excluding $180 of distributions to preferred unitholders	—		—		—		—		(16,334)		—		(16,334)		(4,954)		(21,288)		—
Balance, September 30, 2019	$	104,251	$	98,325	$	19	$	1,253,152	$	(625,304)	$	(7,848)	$	822,595	$	115,128	$	937,723	$	3,265

The accompanying notes are an integral part of this statement.

8

Washington Prime Group, L.P.

Unaudited Consolidated Balance Sheets

(dollars in thousands, except unit amounts)

	September 30, 2020		December 31, 2019
ASSETS:
Investment properties at cost	$	5,955,603	$	5,902,406
Less: accumulated depreciation	2,499,937		2,397,736
	3,455,666		3,504,670
Cash and cash equivalents	95,328		41,421
Tenant receivables and accrued revenue, net	119,472		82,762
Investment in and advances to unconsolidated entities, at equity	411,923		417,092
Deferred costs and other assets	135,182		205,034
Total assets	$	4,217,571	$	4,250,979
LIABILITIES:
Mortgage notes payable	$	1,104,800	$	1,115,608
Notes payable	709,785		957,566
Term loans	683,475		686,642
Revolving credit facility	641,874		204,145
Other indebtedness	86,062		97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues	257,252		260,904
Distributions payable	3,323		3,252
Cash distributions and losses in unconsolidated entities, at equity	—		15,421
Total liabilities	3,486,571		3,341,139
Redeemable noncontrolling interests	3,265		3,265
EQUITY:
Partners' Equity:
General partner
Preferred equity, 7,800,000 units issued and outstanding as of September 30, 2020 and December 31, 2019	202,576		202,576
Common equity, 187,434,835 and 186,884,276 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	444,089		593,773
Total general partners' equity	646,665		796,349
Limited partners, 34,479,892 and 34,682,956 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	80,088		109,193
Total partners' equity	726,753		905,542
Noncontrolling interests	982		1,033
Total equity	727,735		906,575
Total liabilities, redeemable noncontrolling interests and equity	$	4,217,571	$	4,250,979

The accompanying notes are an integral part of these statements.

9

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Operations and Comprehensive Loss

(dollars in thousands, except per unit amounts)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
REVENUE:
Rental income	$	120,138	$	154,611	$	363,421	$	474,114
Other income	3,544		6,593		11,625		17,347
Total revenues	123,682		161,204		375,046		491,461
EXPENSES:
Property operating	36,067		39,007		101,456		114,868
Depreciation and amortization	58,063		70,948		173,147		209,142
Real estate taxes	19,611		19,014		58,300		61,006
Advertising and promotion	1,811		2,323		4,915		6,241
General and administrative	11,107		12,210		34,721		39,459
Ground rent	243		215		574		613
Impairment loss	1,067		28,936		26,186		28,936
Total operating expenses	127,969		172,653		399,299		460,265
Interest expense, net	(39,725)		(38,833)		(115,805)		(114,806)
Impairment on note receivable	—		—		(11,237)		—
Gain on disposition of interests in properties, net	1,620		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 ATTRIBUTABLE TO UNITHOLDERS	(48,061)		(1,665)		(133,914)		(21,108)
Less: Preferred unit distributions	(3,568)		(3,568)		(10,704)		(10,704)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS:
General partner	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Limited partners	(7,892)		(812)		(22,206)		(4,954)
Net loss attributable to common unitholders	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
LOSS PER COMMON UNIT, BASIC & DILUTED	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
COMPREHENSIVE LOSS:
Net loss	$	(48,061)	$	(1,665)	$	(133,914)	$	(21,108)
Unrealized income (loss) on interest rate derivative instruments, net	3,451		(2,263)		(11,075)		(16,858)
Comprehensive loss	$	(44,610)	$	(3,928)	$	(144,989)	$	(37,966)

The accompanying notes are an integral part of these statements.

10

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Cash Flows

(dollars in thousands)

	For the Nine Months Ended September 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(133,914)	$	(21,108)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation	171,508		209,945
Gain on extinguishment of debt, net	—		(38,913)
Impairment on note receivable	11,237		—
Gain on disposition of interests in properties and outparcels, net	(28,812)		(26,056)
Impairment loss	26,186		28,936
Change in estimate of collectibility of rental income	52,448		5,884
Loss from unconsolidated entities, net	11,301		2,002
Distributions of income from unconsolidated entities	1,261		1,812
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	(85,714)		5,996
Deferred costs and other assets	(5,437)		(6,524)
Accounts payable, accrued expenses, deferred revenues and other liabilities	1,304		(24,059)
Net cash provided by operating activities	21,368		137,915
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(139,094)		(119,646)
Net proceeds from disposition of interests in properties and outparcels	20,051		33,237
Investments in unconsolidated entities	(9,834)		(13,837)
Distributions of capital from unconsolidated entities	2,409		21,730
Net cash used in investing activities	(126,468)		(78,516)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(51)		(66)
Redemption of limited partner units	(543)		(143)
Net proceeds from issuance of common units, including equity-based compensation plans	—		1
Distributions to unitholders	(38,764)		(178,148)
Proceeds from issuance of debt, net of transaction costs	492,732		503,442
Repayments of debt	(290,744)		(372,008)
Other financing activities	(1,932)		(150)
Net cash provided by (used in) financing activities	160,698		(47,072)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	55,598		12,327
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	75,475		61,084
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	131,073	$	73,411

The accompanying notes are an integral part of these statements.

11

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Equity

(dollars in thousands, except per unit amounts)

	For the Three Months Ended September 30, 2020
	General Partner
	Preferred		Common		Total		Limited Partners		Total Partners' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, June 30, 2020	$	202,576	$	483,355	$	685,931	$	87,168	$	773,099	$	982	$	774,081	$	3,265
Other	—		(9)		(9)		—		(9)		—		(9)		—
Equity-based compensation	—		1,841		1,841		—		1,841		—		1,841		—
Adjustments to limited partners' interests	—		(285)		(285)		285		—		—		—		—
Distributions declared on preferred units	(3,508)		—		(3,508)		—		(3,508)		—		(3,508)		(60)
Other comprehensive income	—		2,924		2,924		527		3,451		—		3,451		—
Net income (loss)	3,508		(43,737)		(40,229)		(7,892)		(48,121)		—		(48,121)		60
Balance, September 30, 2020	$	202,576	$	444,089	$	646,665	$	80,088	$	726,753	$	982	$	727,735	$	3,265
	For the Nine Months Ended September 30, 2020
	General Partner
	Preferred		Common		Total		Limited Partners		Total Partners' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2019	$	202,576	$	593,773	$	796,349	$	109,193	$	905,542	$	1,033	$	906,575	$	3,265
Redemption of limited partner units	—		—		—		(543)		(543)		—		(543)		—
Other	—		(27)		(27)		—		(27)		—		(27)		—
Equity-based compensation	—		5,605		5,605		—		5,605		—		5,605		—
Adjustments to limited partners' interests	—		328		328		(328)		—		—		—		—
Distributions on common units ($0.125 per common unit)	—		(23,818)		(23,818)		(4,313)		(28,131)		(51)		(28,182)		—
Distributions declared on preferred units	(10,524)		—		(10,524)		—		(10,524)		—		(10,524)		(180)
Other comprehensive loss	—		(9,360)		(9,360)		(1,715)		(11,075)		—		(11,075)		—
Net income (loss)	10,524		(122,412)		(111,888)		(22,206)		(134,094)		—		(134,094)		180
Balance, September 30, 2020	$	202,576	$	444,089	$	646,665	$	80,088	$	726,753	$	982	$	727,735	$	3,265

The accompanying notes are an integral part of this statement.

12

Washington Prime Group, L.P.

Unaudited Consolidated Statements of Equity (Continued)

(dollars in thousands, except per unit amounts)

	For the Three Months Ended September 30, 2019
	General Partner
	Preferred		Common		Total		Limited Partners		Total Partners' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, June 30, 2019	$	202,576	$	671,795	$	874,371	$	123,784	$	998,155	$	1,006	$	999,161	$	3,265
Redemption of limited partner units	—		—		—		(124)		(124)		—		(124)		—
Other	—		(9)		(9)		—		(9)		—		(9)		—
Equity-based compensation	—		2,142		2,142		—		2,142		—		2,142		—
Adjustments to limited partners' interests	—		(300)		(300)		300		—		—		—		—
Distributions on common units ($0.25 per common unit)	—		(47,272)		(47,272)		(8,679)		(55,951)		—		(55,951)		—
Distributions declared on preferred units	(3,508)		—		(3,508)		—		(3,508)		—		(3,508)		(60)
Other comprehensive loss	—		(1,916)		(1,916)		(347)		(2,263)		—		(2,263)		—
Net income (loss)	3,508		(4,421)		(913)		(812)		(1,725)		—		(1,725)		60
Balance, September 30, 2019	$	202,576	$	620,019	$	822,595	$	114,122	$	936,717	$	1,006	$	937,723	$	3,265
	For the Nine Months Ended September 30, 2019
	General Partner
	Preferred		Common		Total		Limited Partners		Total Partners' Equity		Non- Controlling Interests		Total Equity		Redeemable Non-Controlling Interests
Balance, December 31, 2018	$	202,576	$	797,134	$	999,710	$	147,493	$	1,147,203	$	1,068	$	1,148,271	$	3,265
Redemption of limited partner units	—		—		—		(143)		(143)		—		(143)		—
Other	—		(23)		(23)		—		(23)		—		(23)		—
Exercise of stock options	—		1		1		—		1		—		1		—
Equity-based compensation	—		5,885		5,885		37		5,922		—		5,922		—
Adjustments to limited partners' interests	—		(350)		(350)		350		—		—		—		—
Distributions on common units ($0.75 per common unit)	—		(141,522)		(141,522)		(26,051)		(167,573)		(62)		(167,635)		—
Distributions declared on preferred units	(10,524)		—		(10,524)		—		(10,524)		—		(10,524)		(180)
Other comprehensive loss	—		(14,248)		(14,248)		(2,610)		(16,858)		—		(16,858)		—
Net income (loss)	10,524		(26,858)		(16,334)		(4,954)		(21,288)		—		(21,288)		180
Balance, September 30, 2019	$	202,576	$	620,019	$	822,595	$	114,122	$	936,717	$	1,006	$	937,723	$	3,265

The accompanying notes are an integral part of this statement.

13

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

1.Organization

Washington Prime Group Inc. ("WPG Inc.") is an Indiana corporation that operates as a fully integrated, self‑administered and self‑managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income, exclusive of net capital gains, and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG Inc. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority‑owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of September 30, 2020, our assets consisted of material interests in 101 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 53 million square feet of managed gross leasable area.

Unless the context otherwise requires, references to "WPG," the "Company," "we," "us" or "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants’ sales volumes, rent payments pursuant to the terms of providing property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable costs such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenses.

We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline tenant spaces, re‑developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re‑merchandising and/or changes to the retail use of the space.

Severance

During the nine months ended September 30, 2020, and in response to the COVID-19 pandemic (as discussed in Note 2 - "Basis of Presentation and Principles of Consolidation"), the Company recorded aggregate severance costs of $0.1 million related to workforce reductions, which costs are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss for the period then ended.

On February 5, 2019, the Company's then Executive Vice President, Head of Open Air Centers was terminated without cause from his position and received severance payments and other benefits pursuant to the terms and conditions of his employment agreement. In addition, the Company terminated, without cause, additional non-executive personnel in the Property Management department as part of an effort to reduce overhead costs. In connection with and as part of these management changes, the Company recorded aggregate severance charges of $1.9 million, including $0.1 million of non-cash stock compensation in the form of accelerated vesting of equity incentive awards, which costs are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2019.

2.    Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of September 30, 2020 and December 31, 2019 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. Due to the seasonal nature of certain operational activities and the fiscal impact of the COVID-19 pandemic, the results for the interim period ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the combined 2019 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the "2019 Form 10-K").

14

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

COVID-19

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. While certain of our shopping centers were impacted by jurisdictional closures or capacity limitations during the second quarter of 2020, all of our shopping centers were open as of September 30, 2020. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which has had a material adverse impact on the Company's revenues, results of operations and cash flows for the year ending December 31, 2020. The situation continues to evolve as certain geographic regions across the United States are experiencing a surge in new cases, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases as well as reduced foot traffic. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the timing of possible additional closure requirements or the subsequent lifting of any said restrictions.

As described in Note 8 - "Rental Income," we derive almost all of our income from rental payments and other tenant charges. Our revenues and cash flow have been adversely affected since the start of the pandemic as a significant number of our tenants have been unable to meet their obligations to us. Additionally, certain of our tenants have sought the protection of the bankruptcy laws as a result of the outbreak of COVID-19, resulting in the modification or termination of certain leases, causing a further reduction in our revenues and cash flow. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, all of which could be triggered in the event of one or more tenant bankruptcies and resulting lease terminations.

While the full outcome of the COVID-19 pandemic is unknown, it has and continues to negatively impact the revenues and business of our tenants. Many of our tenants have requested some form of rent relief, and relief provided thus far has reduced our fiscal year 2020 revenues by $22.7 million due to rent abatements, while additional relief in the form of rent deferrals to future periods has impacted our fiscal year 2020 operating cash flows. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of $47.2 million, including the write-off of accrued (straight-line) rent, for the fiscal year 2020. A further worsening of the financial condition of our tenants may impact our continual assessment of future collectibility of rents, which could cause us to write-off additional straight-line rent that has not yet been billed.

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of our centers earlier this year as well as the cessation or reduction of the operations of certain of our tenants, which has resulted in a reduction in our revenues, due to the impaired financial stability of our tenants, and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing for such properties may be impaired as well as our ability to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic.

As of September 30, 2020, our evaluation of impairment considered our estimate of cash flow declines caused by the COVID-19 pandemic, but our other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results. See Note 4 - "Investment in Real Estate" for discussion of impairment charges recognized as of September 30, 2020.

We continuously project our cash flow sources and needs. In accordance with Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (November 6, 2020). Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations due on or before November 6, 2021 in considering whether it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-Q.

15

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Our ability to meet our obligations as they come due may be impacted by our ability to remain compliant with financial covenants in our unsecured debt arrangements or to obtain additional waivers or amendments that impact the related covenants. During the third quarter of 2020, we executed amendments to our Facility and December 2015 Term Loan (as defined in Note 6 - "Indebtedness") that provide certain covenant relief through the third quarter of 2021. The Company was in compliance with all applicable covenants as of the end of the most recently completed fiscal quarter ended that September 30, 2020. Additionally, the Company is actively working on measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful. When considering the amended financial covenant requirements and the positive impact from the potential deleveraging measures described above, the Company projects, based upon internal estimates, that it will remain in compliance with these revised financial covenants along with other unsecured debt covenants through at least November 6, 2021. However, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants. Additionally, there can be no assurances of the terms or conditions that any such deleveraging transaction would include or that the Company will be able to consummate such transaction on a timely basis, or at all.

General

These consolidated financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability, without the consent of any other unaffiliated partner or owner, to refinance debt or sell the property and the inability of any other unaffiliated partner or owner to replace us.

We consolidate a variable interest entity ("VIE") when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements.

There have been no changes during the nine months ended September 30, 2020 to any of our previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the nine months ended September 30, 2020, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in unconsolidated entities, at equity in the consolidated balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has historically committed to or intends to fund the venture.

As of September 30, 2020, our assets consisted of material interests in 101 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 85 wholly owned properties and four additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining 12 properties, or the joint venture properties, using the equity method of accounting. While we manage the day-to-day operations of the joint venture properties, we do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for further details).

We allocate net operating results of WPG L.P. to third parties and to WPG Inc. based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net loss attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.7% and 84.4% for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 and December 31, 2019, WPG Inc.'s ownership interest in WPG L.P. was 84.7% and 84.5%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P.

16

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

3.    Summary of Significant Accounting Policies

Fair Value Measurements

The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:

•Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

•Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment Disclosure

Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842.

17

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis.

The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following is a summary of our beginning and ending cash, cash equivalents and restricted cash totals as presented in our statements of cash flows for the nine months ended September 30, 2020 and 2019:

	Balance at September 30,				Balance at December 31,
	2020		2019		2019		2018
Cash and cash equivalents	$	95,328	$	36,003	$	41,421	$	42,542
Restricted cash	35,745		37,408		34,054		18,542
Total cash, cash equivalents and restricted cash	$	131,073	$	73,411	$	75,475	$	61,084

Restricted cash primarily relates to cash held in escrow for payment of real estate taxes and property reserves for maintenance, expansion or leasehold improvements as required by our mortgage loans. Restricted cash is included in "Deferred costs and other assets" in the accompanying balance sheets as of September 30, 2020 and December 31, 2019.

4.    Investment in Real Estate

2020 Dispositions

On March 13, 2020, Seminole Towne Center, located in Sanford, Florida, was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement. This property was held in an unconsolidated joint venture and all operational involvement between us and the related property ceased in connection with this transition (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for additional details).

On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor for a purchase price of $13.6 million. The net proceeds of $13.4 million was used to fund ongoing redevelopment efforts and general corporate purposes.

On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor for a purchase price of $1.1 million. The net proceeds of $0.4 million was used for general corporate purposes.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

We are party to two separate purchase and sale agreements to sell certain outparcels to FCPT Acquisitions, LLC ("Four Corners"). The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
February 13, 2020	2	$	1,961	$	1,945
September 17, 2020	1	2,072		2,063
	3	$	4,033	$	4,008

Excluding any subsequent amendments thereto, the Company has approximately $2.5 million of remaining outparcels from the first purchase and sale agreement and approximately $26.9 million from the second purchase and sale agreement to close, subject to due diligence and closing conditions. Additionally, during the nine months ended September 30, 2020, the Company sold certain undeveloped land parcels and developed outparcels for an aggregate purchase price of approximately $2.4 million, receiving net proceeds of approximately $2.2 million. The net proceeds from the disposition activities were generally used to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2020 disposition activities, the Company recorded net gains of $1.6 million and $28.8 million for the three and nine months ended September 30, 2020, which are included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

2019 Dispositions

The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and nine months ended September 30, 2019:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
January 18, 2019	8	$	9,435	$	9,364
February 11, 2019	1	2,766		2,720
April 3, 2019	1	2,048		2,016
June 28, 2019	3	3,050		3,031
August 1, 2019	1	1,210		1,199
August 29, 2019	1	3,397		3,394
September 16, 2019	1	3,205		3,118
September 27, 2019	2	4,412		4,377
	18	$	29,523	$	29,219

The net proceeds were used to fund ongoing redevelopment efforts and for general corporate purposes. Additionally, during the nine months ended September 30, 2019, the Company sold certain undeveloped land parcels for an aggregate purchase price of $4.4 million, receiving net proceeds of $4.0 million. In connection with the 2019 disposition activities, the Company recorded gains of $9.8 million and $26.1 million for the three and nine months ended September 30, 2019, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

On July 1, 2019, Towne West Square, located in Wichita, Kansas, was transitioned to the lender (see Note 6 - "Indebtedness" for further discussion).

Impairment

During the quarter ended September 30, 2020, we recorded an additional impairment charge of approximately $1.1 million related to a single tenant outparcel located in Topeka, Kansas (the "Topeka Property"). The impairment charge was attributed to a change in facts and circumstances when we decided to hold the asset for a shorter period, which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an agreed-upon purchase price with a potential buyer (Level 1 input).

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

During the quarter ended June 30, 2020, we recorded an impairment charge of approximately $23.8 million related to two enclosed retail properties based on the total estimated fair value of $12.6 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate range of 18.8% to 19.3% and a terminal capitalization rate range of 16.8% to 17.3%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs).

During the quarter ended March 31, 2020, we recorded an impairment charge of approximately $1.3 million related to vacant land at Georgesville Square, located in Columbus, Ohio and the Topeka Property. The impairment charges in both instances were due to changes in facts and circumstances when we decided to hold the assets for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. In the case of the vacant land at Georgesville Square, which was sold during the second quarter of 2020, the fair value was based on the sales price (Level 1 input). In the case of the the Topeka Property, the fair value was based on general market conditions (Level 3 inputs).

During the quarter ended September 30, 2019, we recorded an impairment charge of approximately $28.9 million related to two enclosed retail properties and one open air property, which was sold in 2020, based on the total estimated fair value of $21.0 million and the related carrying value. In the case of the two enclosed retail properties, the impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). In the case of the open air property, the impairment charge was due to the change in facts and circumstances when we decided to hold the asset for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement (Level 1 input).

5.    Investment in Unconsolidated Entities, at Equity

The Company's investment activity in unconsolidated real estate entities during the nine months ended September 30, 2020 and September 30, 2019 consisted of investments in the following material joint ventures:

•The O'Connor Joint Venture I

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of five enclosed retail properties and related outparcels, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place, located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas. We retain management, leasing, legal, construction, and development responsibilities for the O'Connor Joint Venture I.

On December 20, 2019, the O'Connor Joint Venture I closed on the extension of the mortgage loan secured by The Mall at Johnson City. The extension was effective May 6, 2020 and extended the maturity of the mortgage loan to May 6, 2023, with two additional one-year extension options available to the joint venture. The extension required a $5.0 million principal prepayment on May 6, 2020, in addition to funding certain reserve accounts of $10.0 million for future redevelopment and property improvements. On June 11, 2020, and in response to the COVID-19 pandemic, the O'Connor Joint Venture I executed a standstill agreement with the lender that extended the effective date of the extension to December 2020, at which time the O'Connor Joint Venture I may extend the maturity of the mortgage loan pursuant to the terms and payment requirements noted above (see additional details within the forbearance table below). On October 30, 2020, the O'Connor Joint Venture I notified the lender of its intent to fund the payment requirements and extend the maturity of the mortgage loan.

20

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

•The O'Connor Joint Venture II

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of seven retail properties and certain related outparcels, consisting of the following: The Arboretum, located in Austin, Texas; Arbor Hills, located in Ann Arbor, Michigan; Classen Curve and The Triangle at Classen Curve, each located in Oklahoma City, Oklahoma and Nichols Hills Plaza, located in Nichols Hills, Oklahoma (the "Oklahoma City Properties"); Gateway Centers, located in Austin, Texas; Malibu Lumber Yard, located in Malibu, California; Palms Crossing I and II, located in McAllen, Texas; and The Shops at Arbor Walk, located in Austin, Texas (the "O'Connor Joint Venture II"). We retain management, leasing, legal, construction, and development responsibilities for the O'Connor Joint Venture II.

•The Seminole Joint Venture

This investment consisted of a 45% legal interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional retail property. The Company had no effective financial interest in this property due to preferences. On March 13, 2020, the property held through this venture was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement and all involvement between us and the related property ceased in connection with this transition. We recorded a gain of $15.4 million related to our cash distributions and losses in the Seminole Joint Venture, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provides management, leasing, legal, construction and development services for a fee to the joint ventures as noted above. We recorded fee income of $2.1 million and $5.5 million for the three and nine months ended September 30, 2020, respectively, and $3.2 million and $8.7 million for the three and nine months ended September 30, 2019, respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive loss. Advances to the joint ventures totaled $0.9 million and $0.5 million as of September 30, 2020 and December 31, 2019, respectively, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheets. Management deems this balance to be collectible and anticipates repayment within one year.

The following table presents the combined statements of operations for our joint ventures for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total revenues	$	49,210	$	66,173	$	156,774	$	195,812
Operating expenses	24,469		27,597		72,237		81,419
Depreciation and amortization	22,465		26,451		68,770		77,787
Operating income	2,276		12,125		15,767		36,606
Gain (loss) on sale of interests in properties	—		—		2,039		(1,289)
Gain on extinguishment of debt	—		—		15,605		—
Interest expense, taxes, and other, net	(12,296)		(13,249)		(36,865)		(39,232)
Net loss of the Company's unconsolidated real estate entities	$	(10,020)	$	(1,124)	$	(3,454)	$	(3,915)
Our share of loss from the Company's unconsolidated real estate entities	$	(5,515)	$	(241)	$	(11,301)	$	(2,002)

21

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The following table presents the combined balance sheets of our joint ventures as of September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Assets:
Investment properties at cost, net	$	1,842,677	$	1,905,336
Construction in progress	42,855		38,280
Cash and cash equivalents	37,049		43,137
Tenant receivables and accrued revenue, net	48,286		31,238
Deferred costs and other assets (1)	287,139		301,133
Total assets	$	2,258,006	$	2,319,124
Liabilities and Members’ Equity:
Mortgage notes payable	$	1,224,041	$	1,282,307
Accounts payable, accrued expenses, intangibles, and deferred revenues(2)	290,290		297,163
Total liabilities	1,514,331		1,579,470
Members’ equity	743,675		739,654
Total liabilities and members’ equity	$	2,258,006	$	2,319,124
Our share of members’ equity, net	$	391,275	$	384,332
Our share of members’ equity, net	$	391,275	$	384,332
Advances and excess investment	20,648		17,339
Net investment in and advances to unconsolidated entities, at equity(3)	$	411,923	$	401,671

(1)    Includes value of acquired in-place leases and acquired above-market leases with a net book value of $70,163 and $79,457 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(2)    Includes the net book value of below market leases of $37,586 and $45,757 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(3)    Includes $411,923 and $417,092 of investment in and advances to unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms1,2
Arbor Hills	$	23,892	4.27	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Arboretum, The	$	59,400	4.13	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Classen Curve & The Triangle at Classen Curve	$	52,779	3.90	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Gateway Centers	$	112,500	4.03	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Mall at Johnson City, The	$	47,689	6.76	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Nichols Hills Plaza	$	12,517	2.65	%	Interest and principal	Interest and principal	3 months ended July 2020	Due at maturity (Jan. 1, 2023)
Polaris Fashion Place	$	239,107	3.94	%	Interest and principal	Interest	3 months ended July 2020	5 months commenced August 2020
Town Center Crossing	$	32,296	4.25	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Town Center Plaza	$	65,345	5.00	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Scottsdale Quarter (Blocks K & M)	$	55,000	4.36	%	Interest only	Interest	3 months ended July 2020	Commenced August 2020 with payments made from excess property cash flow until repaid in full

1 Maturity dates noted include any applicable extension options available to the borrower.

2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020.

6.    Indebtedness

Mortgage Debt

Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows:

	September 30, 2020		December 31, 2019
Face amount of mortgage loans	$	1,107,498	$	1,117,242
Fair value adjustments, net	1,998		3,463
Debt issuance cost, net	(4,696)		(5,097)
Carrying value of mortgage loans	$	1,104,800	$	1,115,608

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows:

Balance at December 31, 2019	$	1,115,608
Debt amortization payments	(9,744)
Issuance costs incurred upon debt modifications	(599)
Amortization of fair value and other adjustments	(1,465)
Amortization of debt issuance costs	1,000
Balance at September 30, 2020	$	1,104,800

In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza	$	117,000	3.67	%	Interest only	Interest	6 months ending October 2020	6 months commencing November 2020
Southgate Mall	$	35,000	4.48	%	Interest only	Interest	3 months ended July 2020	Due at maturity (Sept. 27, 2023)
Town Center at Aurora	$	51,000	4.92	%	Interest and principal	Interest and principal	6 months ending October 2020	Commencing November 2020 with payments made from excess property cash flow until repaid in full
Westminster Mall	$	75,674	4.65	%	Interest and principal	Interest and principal	3 months ended August 2020, paid from escrows	Not applicable
Canyon View Marketplace	$	5,046	5.47	%	Interest and principal	Interest and principal	3 months ended July 2020	6 months commenced August 2020
Grand Central Mall	$	38,378	6.05	%	Interest and principal	Interest and principal	3 months ended August 2020	12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)
Lincolnwood Town Center	$	47,252	8.26	%	Interest and principal	Interest and principal	6 months ending October 2020	12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021)

1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020.

2 Maturity dates noted include any applicable extension options available to the borrower.

In addition, the Company is in various stages of discussions relating to additional forbearance agreements for other mortgage obligations, and in certain instances have satisfied the terms of the applicable forbearance agreements, in full, subsequent to September 30, 2020. Certain other mortgage notes payable may be in formal default (see "Covenants" for further details) or placed into special servicing during the forbearance negotiation and repayment periods.

In connection with the forbearance agreement executed on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, the maturity date of the mortgage note payable was extended one year to July 6, 2021.

On April 3, 2020, the Company exercised the third of three options to extend the maturity of the $65.0 million term loan secured by Weberstown Mall, located in Stockton, California, for one year. The extended maturity date is June 8, 2021.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

On February 14, 2020, the Company exercised the second of two options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado, for one year. The extended maturity is April 1, 2021. Additionally, as part of the aforementioned forbearance agreement, the Company was granted an additional one year extension option, which would extend the maturity to April 1, 2022. The extension option is subject to continued compliance with the terms of the mortgage agreement.

Corporate Debt

On August 13, 2020, the Company entered into amendments to our Facility (as defined below), December 2015 Term Loan (as defined below), and the $65.0 million term loan secured by Weberstown Mall. The amendments, totaling $1.4 billion of consolidated indebtedness, provide certain covenant relief through the third quarter of 2021 in exchange for partial collateralization of certain unencumbered consolidated properties, which can be released starting in the third quarter of 2021 if certain financial conditions are met. The partial collateralization has resulted in temporary security of approximately $1.0 billion of debt that was previously unsecured. The stated interest rates, depending on total leverage levels, ranges from LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50%. Prior to the amendments, the stated interest rates, depending on total leverage levels, ranged from LIBOR plus 1.80% to 2.35%, with no LIBOR floor. The amendments were accounted for as debt modifications, and the Company capitalized approximately $7.8 million of issuance costs, which are being amortized to interest expense over the respective remaining debt term.

On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly payments that we owe under the leases totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes.

On February 28, 2020, the Company redeemed the Exchange Notes in advance of the April 1, 2020 maturity date. The repayment was funded utilizing borrowings on the Revolver.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Notes payable:
Face amount - the Exchange Notes(1)	$	—	$	250,000
Face amount - Senior Notes due 2024(2)	720,900		720,900
Debt discount, net	(6,728)		(7,864)
Debt issuance costs, net	(4,387)		(5,470)
Total carrying value of notes payable	$	709,785	$	957,566
Term loans:(7)
Face amount - Term Loan(3)(4)	$	350,000	$	350,000
Face amount - December 2015 Term Loan(5)	340,000		340,000
Debt issuance costs, net	(6,525)		(3,358)
Total carrying value of term loans	$	683,475	$	686,642
Revolving credit facility:(3)(6)
Face amount	$	647,000	$	207,000
Debt issuance costs, net	(5,126)		(2,855)
Total carrying value of revolving credit facility	$	641,874	$	204,145
Other indebtedness:(8)
Anticipated settlement amount	$	109,285	$	109,285
Debt issuance costs, net	(1,522)		(1,561)
Future accretion, net	(21,701)		(10,123)
Total carrying value of other indebtedness	$	86,062	$	97,601

(1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum.

(2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024.

(3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility."

(4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on December 30, 2022. We have interest rate swap agreements totaling $250.0 million, which effectively fix the interest rate on a portion of the Term Loan at 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%.

(5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on January 10, 2023. We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.66% per annum through maturity.

(6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, and will initially mature on December 30, 2021, subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels.

(7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

(8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Covenants

Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2020, management believes the Company is in compliance with all applicable covenants of its corporate debt.

The total balance of mortgages was approximately $1.1 billion as of September 30, 2020. At September 30, 2020, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral.

On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. The borrower has initiated short-term forbearance discussions with the special servicer regarding this non-recourse loan in an effort to cure the default. The Company continues to manage and lease the property. No further default notice has been issued by the special servicer to the borrower regarding this obligation.

On May 22, 2020, we received a notice of default letter, dated May 21, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. On September 14, 2020, the borrower executed a forbearance agreement, effective May 1, 2020, which deferred required debt service payments from May 2020 through October 2020. The Company continues to manage and lease the property.

On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property.

On November 5, 2019, we received a letter dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. An affiliate of the Company still holds title to the property.

In addition and in response to the COVID-19 pandemic, separate borrowers, each a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $17.2 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina, and the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrowers continue to have discussions with the special servicers of each non-recourse loan and are considering various options.

27

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

At September 30, 2020, management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of September 30, 2020.

Gain on Extinguishment of Debt, Net

During the three and nine months September 30, 2019, the Company recognized a net gain of $38.9 million related to the retirement of $29.1 million of Senior Notes due 2024 and the $45.2 million mortgage debt cancellation and ownership transfer of Towne West Square, which is included in gain on extinguishment of debt, net in the consolidated statements of operations and comprehensive loss for the periods then ended.

Fair Value of Debt

The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate corporate debt (including variable-rate corporate debt swapped to fixed-rate and our other indebtedness, as discussed above) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using Level 1 quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 2 inputs.

The book value and fair value of these financial instruments and the related discount rate assumptions as of September 30, 2020 and December 31, 2019 are summarized as follows:

	September 30, 2020		December 31, 2019
Book value of fixed-rate mortgages(1)	$1,042,498		$1,052,242
Fair value of fixed-rate mortgages	$1,067,980		$1,062,205
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages	3.76	%	4.24	%
Book value of fixed-rate corporate debt(1)	$1,420,185		$1,670,185
Fair value of fixed-rate corporate debt	$1,143,252		$1,687,847
Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt	10.29	%	6.07	%

(1) Excludes debt issuance costs and applicable debt discounts.

7.    Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive income or loss ("AOCI" or "AOCL") during the term of the hedged debt transaction.

Amounts reported in AOCL relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCL are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $10.8 million will be reclassified as an increase to interest expense. As of September 30, 2020, the Company had 11 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a current notional value of $640.5 million.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2020 and December 31, 2019:

Derivatives designated as hedging instruments:		Balance Sheet Location	September 30, 2020		December 31, 2019
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles, and deferred revenue	$	17,637	$	6,592

There were no asset derivative instruments at September 30, 2020 and December 31, 2019. The liability derivative instruments were reported at their fair value of $17,637 and $6,592 at September 30, 2020 and December 31, 2019, respectively, with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Over time, the unrealized gains and losses held in AOCL will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2020 and 2019:

Derivatives in Cash Flow Hedging Relationships (Interest rate products)	Location of Gain or Loss Recognized in Income on Derivatives	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2020		2019		2020		2019
Amount of Gain or (Loss) Recognized in OCL on Derivative	Interest expense	$	179	$	(2,099)	$	(17,790)	$	(15,619)
Amount of Loss or (Gain) Reclassified from AOCL into Income	Interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019:

Effect of Cash Flow Hedges on Consolidated Statements of Operations	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(39,725)	$	(38,833)	$	(115,805)	$	(114,806)
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

As of September 30, 2020, the fair value of the derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $17,637. As of September 30, 2020, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions as of September 30, 2020. If the Company had breached any of these provisions at September 30, 2020, it would have been required to settle its obligation under these agreements at their termination value of $17,637.

Fair Value Considerations

Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy.

To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The tables below presents the Company’s net assets and (liabilities) measured at fair value as of September 30, 2020 and December 31, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2020
Derivative instruments, net	$	—	$	(17,637)	$	—	$	(17,637)

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2019
Derivative instruments, net	$	—	$	(6,592)	$	—	$	(6,592)

30

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

8.    Rental Income

We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes a fixed minimum rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses included in common area maintenance, or CAM, and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of operating lease payments is probable.

We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease (CAM) component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842.

Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

The following table summarizes our rental income for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Operating lease payments, fixed	$	111,367	$	135,046	$	368,238	$	417,395
Operating lease payments, variable	27,244		19,220		59,245		53,679
Amortization of straight-line rent, inducements, and rent abatements	1,514		1,227		(19,263)		3,499
Net amortization/accretion of above and below-market leases	4,831		975		7,649		5,425
Change in estimate of collectibility of rental income	(24,818)		(1,857)		(52,448)		(5,884)
Total rental income	$	120,138	$	154,611	$	363,421	$	474,114

Included in the amounts presented for the three and nine months ended September 30, 2020 are rent abatements of $0.7 million and $22.7 million, respectively and a change in our estimate of collectibility of rental income of $24.8 million and $47.2 million, respectively, including the write-off of accrued (straight-line) rent, in response to the COVID-19 pandemic.

31

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of September 30, 2020 are as follows:

2020 (October - December)	$	116,849
2021	412,506
2022	347,653
2023	286,976
2024	226,519
Thereafter	691,078
	$	2,081,581

9.    Equity

Reverse Share Split

On August 6, 2020, the Board authorized a one-for-nine reverse share split of WPG Inc.’s common shares and WPG L.P. operating units, subject to common shareholder approval. If the reverse share split is approved by the Company's common shareholders and implemented by the Board, all outstanding equity awards under the Company's equity plans would be adjusted by the conversion ratio relating to the reverse share split. Upon shareholder approval and as a result of the reverse share split, each nine shares of the Company's issued and outstanding common shares/units will be automatically combined and converted into one issued and outstanding common share/unit. WPG Inc. plans to hold a virtual special meeting of common shareholders of WPG Inc. to vote on the recommendation on Thursday, December 17, 2020 (the "Meeting"). The implementation of the reverse share split is intended to increase the per share trading price of WPG Inc.’s common shares in order to satisfy the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the New York Stock Exchange and cure the noncompliance notification received by WPG Inc. on April 28, 2020. The Company's proxy solicitation relating to this meeting has commenced.

Exchange Rights

Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of WPG Inc. common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the market value of WPG Inc.'s common stock as determined pursuant to the terms of the WPG L.P. Partnership Agreement. At September 30, 2020, WPG Inc. had reserved 34,479,892 shares of common stock for possible issuance upon the exchange of units held by WPG L.P. limited partners.

The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity.

Stock Based Compensation

On May 28, 2014, the WPG Inc. Board of Directors (the "Board") adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan"), which permitted the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock were reserved for issuance, with a maximum number of awards to be granted to a participant in any calendar year of 500,000 shares/units. On May 16, 2019, the common shareholders of WPG Inc. approved the Washington Prime Group, L.P. 2019 Stock Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan with respect to the issuance of new awards. The Board and its Compensation Committee (the "Committee") previously approved and adopted the 2019 Plan, subject to WPG Inc. common shareholder approval, during the Board and Committee's regular meetings in February 2019. An aggregate of 7,290,000 shares of common stock are reserved for issuance, excluding carryover shares from the 2014 Plan. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units ("Performance LTIP Units") in WPG L.P. The 2019 Plan terminates on May 16, 2029.

32

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The following is a summary by type of the awards that the Company issued during the nine months ended September 30, 2020 and September 30, 2019 under the 2014 Plan and 2019 Plan.

Annual Long-Term Incentive Awards

During the nine months ended September 30, 2020 and 2019, the Company approved the terms and conditions of the 2020 and 2019 annual awards (the "2020 Annual Long-Term Incentive Awards" and "2019 Long-Term Incentive Awards," respectively) for certain executive officers and employees of the Company. Under the terms of the awards program, each participant is provided the opportunity to receive (i) time-based RSUs and (ii) performance-based stock units ("PSUs"). RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. RSUs will vest in one-third installments on each annual anniversary of the respective Grant Date (as referenced below), subject to the participant's continued employment with the Company through each vesting date and the participant's continued compliance with certain applicable covenants. During the service period, dividend equivalents will be paid in cash accruals or under some circumstances, common shares, with respect to the RSUs corresponding to the amount of any cash dividends paid by the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. Actual PSUs earned may range from 0%-150% of the PSUs allocated to the award recipient, based on the Company's total shareholder return ("TSR") compared to a peer group based on companies with similar assets and revenue over a three-year performance period that commenced on the respective Grant Date (as referenced below). During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which will be settled in common shares at the same time and only to the extent that the underlying PSU is earned and settled in common shares. Payout of the PSUs is also subject to the participant’s continued employment with the Company through the end of the performance period. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three-year performance period.

The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively:

	2020 Annual Long-Term Incentive Awards	2019 Annual Long-Term Incentive Awards
Grant Date	February 25, 2020	February 20, 2019
RSUs issued	1,373,422	572,163
Grant date fair value per unit	$2.41	$5.77
PSUs issued	1,373,422	572,163
Grant date fair value per unit	$1.74	$4.98

During the nine months ended September 30, 2020, the performance period related to PSUs awarded in conjunction with the 2017 annual awards ended. There was no payout as the Company's TSR rank did not exceed the minimum required threshold for payout and 262,787 PSUs were forfeited.

WPG Restricted Stock Units

During the nine months ended September 30, 2020 and 2019, the Company awarded 1,231,188 RSUs, with a grant date fair value of $0.8 million, and 331,792 RSUs, with a grant-date fair value of $1.5 million, respectively, to certain employees and non-employee members of the Board. The RSUs are service-based awards and the related fair value is expensed over the applicable service periods, except in instances that result in accelerated vesting due to severance arrangements or retirement of Board members.

Stock Options

During the nine months ended September 30, 2020, no stock options were granted to employees, no stock options were exercised by employees and 31,434 stock options were canceled, forfeited or expired. As of September 30, 2020, there were 569,855 stock options outstanding. During the nine months ended September 30, 2019, no stock options were granted to employees, 391 stock options were exercised by employees and 66,053 stock options were canceled, forfeited or expired.

33

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Other Compensation Arrangements

On August 2, 2019, in connection with the execution of an employment agreement, the Committee granted Mr. Louis G. Conforti, the Company's Chief Executive Officer and Director, a retention award of 500,000 RSUs, with a grant date fair value of $1.8 million, and 500,000 PSUs, at target with a grant date fair value of $1.2 million, for his continued service through August 2, 2024. RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional RSUs, which themselves will accrue dividend equivalents, and will be paid out if and when the underlying RSU vests. The RSUs will vest in one-third installments on August 2, 2022, 2023, and 2024, subject to Mr. Conforti's continued employment through such applicable date. Compensation expense is recognized on a straight-line basis over the five year vesting term.

Actual PSUs earned may range from 0%-200% of the PSUs awarded based on the Company's annualized TSR over a three year performance period that commenced on August 2, 2019, provided Mr. Conforti's continued employment through the vesting date. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which themselves will accrue dividend equivalents, and will be earned when and if the underlying PSU vests. Earned PSUs, if any, vest in one-third installments on August 2, 2022, 2023, and 2024. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the five year term on a graded-vesting basis based on the applicable vesting period of the PSUs.

Share Award Related Compensation Expense

During the three and nine months ended September 30, 2020, the Company recorded compensation expense pertaining to the awards granted of $1.8 million and $5.6 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2019, the Company recorded compensation expense pertaining to the awards granted of $2.1 million and $5.9 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Committee may, in its discretion, accelerate the vesting for retiring Board members.

Distributions

For the three months ended September 30, 2020, no common share/unit dividends were declared by the Board as common share/unit dividends were temporarily suspended in April 2020 in response to the COVID-19 pandemic. For the nine months ended September 30, 2020, the Board declared common share/unit dividends of $0.125. During the three and nine months ended September 30, 2019, the Board declared common share/unit dividends of $0.25 and $0.75 per common share/unit, respectively.

10.    Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Concentration of Credit Risk

Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the enclosed retail properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

34

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

Lease Commitments

As of September 30, 2020, a total of four consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2026 to 2076. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. For the three and nine months ended September 30, 2020, we incurred ground lease expense of $243 and $574, respectively, of which $5 and $15, respectively, related to straight-line rent expense, which is included in ground rent in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred ground lease expense of $215 and $613, respectively, of which $5 and $15, respectively, related to straight-line rent expense. Additionally, the Company has two material office leases and one material garage lease. The termination dates of these leases range from 2023 to 2026. These leases generally require us to make fixed annual rental payments, plus our share of CAM expense and real estate taxes and insurance. For the three and nine months ended September 30, 2020, we incurred lease expense of $637 and $1,898, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred lease expense of $681 and $1,975, respectively.

Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of September 30, 2020 are as follows:

2020 (October - December)	$	513
2021	2,069
2022	2,099
2023	1,427
2024	999
Thereafter	20,378
Total lease payments	27,485
Less: Discount	15,824
Present value of lease liabilities	$	11,661

The weighted average remaining lease term for our consolidated operating leases was 20.1 years and the weighted average discount rate for determining the lease liabilities was 8.8% at September 30, 2020. The discount rates utilized in calculating the lease liabilities represents our estimate of the Company's incremental borrowing rate over the terms that correspond to the leases. We had no financing leases as of September 30, 2020.

11.    Loss Per Common Share/Unit

WPG Inc. Loss Per Common Share

We determine WPG Inc.'s basic loss per common share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted loss per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

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Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

The following table sets forth the computation of WPG Inc.'s basic and diluted loss per common share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Share, Basic:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Weighted average shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Loss per common share, basic	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
Loss Per Common Share, Diluted:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Net loss attributable to limited partner unitholders	(7,892)		(812)		(22,206)		(4,954)
Net loss attributable to common shareholders - diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Weighted average operating partnership units outstanding	34,479,892		34,735,136		34,519,629		34,739,598
Weighted average common shares outstanding - diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common share, diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable outstanding stock options, restricted stock units, and performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared.

WPG L.P. Loss Per Common Unit

We determine WPG L.P.'s basic loss per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted loss per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

The following table sets forth the computation of WPG L.P.'s basic and diluted loss per common unit:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Unit, Basic & Diluted:
Net loss attributable to common unitholders - basic and diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common units outstanding - basic & diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common unit, basic & diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, restricted stock units, and WPG Inc.'s performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared.

36

Washington Prime Group Inc. and Washington Prime Group, L.P.

Condensed Notes to Unaudited Consolidated Financial Statements (Continued)

(dollars in thousands, except share, unit and per share amounts and where indicated as in millions or billions)

12.    Subsequent Events

On November 5, 2020, the Company executed a purchase and sale agreement to sell Westminster Mall, located in Westminster, California, to a third party real estate developer. The Company will retain certain parcels and will retain the retail component of the mixed use redevelopment. The purchase price is approximately $160.0 million, subject to a final true-up adjustment based on final entitlements, and the Company expects to receive, at close, net cash proceeds in excess of $50.0 million after repaying the $75.7 million mortgage note payable and settling estimated costs to close and other obligations. The Company expects to close on this transaction in 2022, subject to diligence, entitlements, and customary closing requirements.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report.

Overview - Basis of Presentation

Washington Prime Group Inc. ("WPG Inc.") is an Indiana corporation that operates as a fully integrated, self‑administered and self‑managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income, exclusive of net capital gains, and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG Inc. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority‑owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of September 30, 2020, our assets consisted of material interests in 101 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 53 million square feet of managed gross leasable area.

Unless the context otherwise requires, references to "WPG," the "Company," "we," "us" and "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of September 30, 2020 and December 31, 2019 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading.

COVID-19

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. While certain of our shopping centers were impacted by jurisdictional closures or capacity limitations during the second quarter of 2020, all of our shopping centers were open as of September 30, 2020. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which have resulted in a reduction to fiscal year 2020 rental income by $22.7 million due to the rent abatements, with additional impact to our fiscal year 2020 operating cash flows due to the rent deferrals. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of $47.2 million, including the write-off of accrued (straight-line) rent. The situation continues to evolve as certain geographic regions across the United States are experiencing a surge in new cases, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases. Additional impacts to the business may arise that we are not aware of currently. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the timing of potential additional closure requirements or the subsequent lifting of any said restrictions.

In response to this pandemic, we took the following cost saving and capital preservations steps, effective April 2020:

•Furloughed or laid off approximately 20% of our workforce, with gradual rehiring occurring as property operations resumed. Additionally, we implemented a hiring freeze and terminated third party vendor contracts when applicable;

•Temporarily reduced senior management base compensation ranging from 5% to 25%;

•Drew an additional $120.0 million under the Revolver to increase liquidity and preserve financial flexibility; and

•Temporarily suspended the quarterly common share and operating partnership unit cash dividend for the remainder of 2020 (with a potential true up of the fourth quarter 2020 dividend payment which could be paid in 2021 in order to address the Company's REIT taxable income distribution requirements), which will result in cash savings in excess of $80.0 million for the remainder of the year, exclusive of any potential true up payments.

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Additionally, the Company has executed the following forbearance agreements on its various consolidated and unconsolidated mortgage notes outstanding as of and subsequent to September 30, 2020 (dollars in thousands; unconsolidated mortgages shown non pro-rata):

Consolidated Mortgages
Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2,3
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza	$	117,000	3.67	%	Interest only	Interest	6 months ending October 2020	6 months commencing November 2020
Southgate Mall	$	35,000	4.48	%	Interest only	Interest	3 months ended July 2020	Due at maturity (Sept. 27, 2023)
Town Center at Aurora	$	51,000	4.92	%	Interest and principal	Interest and principal	6 months ending October 2020	Commencing November 2020 with payments made from excess property cash flow until repaid in full
Westminster Mall	$	75,674	4.65	%	Interest and principal	Interest and principal	3 months ended August 2020, paid from escrows	Not applicable
Canyon View Marketplace	$	5,046	5.47	%	Interest and principal	Interest and principal	3 months ended July 2020	6 months commenced August 2020
Grand Central Mall	$	38,378	6.05	%	Interest and principal	Interest and principal	3 months ended August 2020	12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)
Lincolnwood Town Center	$	47,252	8.26	%	Interest and principal	Interest and principal	6 months ending October 2020	12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021)
Unconsolidated Mortgages
Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2,3
Arbor Hills	$	23,892	4.27	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Arboretum, The	$	59,400	4.13	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Classen Curve & The Triangle at Classen Curve	$	52,779	3.90	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Gateway Centers	$	112,500	4.03	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020

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Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2,3
Mall at Johnson City, The	$	47,689	6.76	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Nichols Hills Plaza	$	12,517	2.65	%	Interest and principal	Interest and principal	3 months ended July 2020	Due at maturity (Jan. 1, 2023)
Polaris Fashion Place	$	239,107	3.94	%	Interest and principal	Interest	3 months ended July 2020	5 months commenced August 2020
Town Center Crossing	$	32,296	4.25	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Town Center Plaza	$	65,345	5.00	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Scottsdale Quarter (Blocks K & M)	$	55,000	4.36	%	Interest only	Interest	3 months ended July 2020	Commenced August 2020 with payments made from excess property cash flow until repaid in full

1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020.

2 Maturity dates noted include any applicable extension options available to the borrower.

3 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020.

While these forbearance agreements have not reduced the Company’s debt obligations, they have enhanced cash flow during the period of lower rent collections from tenants. The Company estimates approximately $10 million to $15 million of delayed payments from these arrangements during the forbearance period. In addition, the Company is in various stages of discussions relating to additional forbearance agreements for other consolidated mortgage obligations from lenders. Certain other mortgage notes payable may be in formal default (see "Covenants" for further details) or placed into special servicing during the forbearance negotiation and repayment periods.

Our ability to meet our obligations as they come due may be impacted by our ability to remain compliant with financial covenants in our unsecured debt arrangements or to obtain additional waivers or amendments that impact the related covenants. During the third quarter of 2020, we executed amendments to our Facility and December 2015 Term Loan (as defined in "Financing and Debt") that provide certain covenant relief through the third quarter of 2021. The Company was in compliance with all applicable covenants as of the end of the most recently completed fiscal quarter 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 through at least November 6, 2021. However, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants. Additionally, there can be no assurances of the terms or conditions that any such deleveraging transaction would include or that the Company will be able to consummate such transaction on a timely basis, or at all.

Impairment

During the quarter ended September 30, 2020, we recorded an additional impairment charge of approximately $1.1 million related to a single tenant outparcel located in Topeka, Kansas (the "Topeka Property"). The impairment charge was attributed to a change in facts and circumstances when we decided to hold the asset for a shorter period, which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an agreed-upon purchase price with a potential buyer (Level 1 input).

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During the quarter ended June 30, 2020, and in connection with the preparation of the financial statements included in this report, we recorded an impairment charge of approximately $23.8 million related to two Tier 2 properties based on the total estimated fair value of $12.6 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate range of 18.8% to 19.3% and a terminal capitalization rate range of 16.8% to 17.3%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs).

During the quarter ended March 31, 2020, we recorded an impairment charge of approximately $1.3 million related to vacant land at Georgesville Square, located in Columbus, Ohio and the Topeka Property. The impairment charges in both instances were due to changes in facts and circumstances when we decided to hold the assets for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. In the case of the vacant land at Georgesville Square, which was sold during the second quarter of 2020, the fair value was based on the sales price (Level 1 input). In the case of the Topeka Property, the fair value was based on general market conditions (Level 3 inputs).

During the quarter ended September 30, 2019, we recorded an impairment charge of approximately $28.9 million related to two Tier 2 properties and one open air property, which was sold in 2020, based on the total estimated fair value of $21.0 million and the related carrying value. In the case of the two enclosed retail properties, the impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). In the case of the open air property, the impairment charge was due to the change in facts and circumstances when we decided to hold the asset for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement (Level 1 input).

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see "Financing and Debt" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842.

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In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis.

The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Four Corners Outparcel Sales

We are party to two separate purchase and sale agreements to sell certain outparcels to FCPT Acquisitions, LLC ("Four Corners"). The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020 (dollars in thousands):

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
February 13, 2020	2	$	1,961	$	1,945
September 17, 2020	1	2,072		2,063
	3	$	4,033	$	4,008

The net proceeds were generally used to fund ongoing redevelopment efforts and for general corporate purposes. Excluding any subsequent amendments thereto, the Company expects to close on the approximately $2.5 million of remaining outparcels from the first purchase and sale agreement and the majority of the remaining $26.9 million from the second purchase and sale agreement in 2020, subject to due diligence and closing conditions.

Business Opportunities

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, percentage rent leases based on tenants' sales volumes and reimbursements from tenants for certain expenses. We seek to re-lease our spaces at higher rents and increase our occupancy rates, and to enhance the performance of our properties and increase our revenues by, among other things, adding or replacing anchors or big-box tenants, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. We seek growth in earnings, funds from operations ("FFO") and cash flows by enhancing the profitability and operation of our properties and investments.

Additionally, we feel there are opportunities to enhance our portfolio and balance sheet through active portfolio management. We believe that there are opportunities for us to acquire additional shopping centers that match our investment and strategic criteria. We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We also seek to dispose of assets that no longer meet our strategic criteria. These dispositions will be a combination of asset sales and transitions of over-levered properties to lenders.

We consider FFO, net operating income, or NOI, and comparable NOI (NOI for properties owned and operating in both periods under comparison) to be key measures of operating performance that are not specifically defined by GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included elsewhere in this report.

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Portfolio Data

The portfolio data discussed in this overview includes key operating statistics for the Company including period ending occupancy, average base minimum rent per square foot and comparable NOI for the core properties owned and managed at September 30, 2020. The Company generates approximately 93% of the NOI from our Tier 1 and open air properties. As these properties are core to our future growth and receive the majority of our capital allocation, we disclose our operating metrics for this portion of our portfolio and exclude our noncore properties as well as our Tier 2 properties. Refer to Item 7 of Part II of the 2019 Form 10-K for our property listing.

Ending occupancy for the Tier 1 and open air properties was 91.2% as of September 30, 2020, as compared to 93.5% as of September 30, 2019. Average base minimum rent per square foot for the core portfolio decreased 1.2% when comparing September 30, 2020 to September 30, 2019. Comparable NOI for the Tier 1 and open air properties decreased 32.6% in the third quarter of 2020 when compared to the third quarter of 2019, showing improvement from second quarter's decline of 44.6%. The Tier 1 properties had a decrease in comparable NOI of 41.4%, and the open air properties had a decrease in comparable NOI of 13.6% in the third quarter of 2020 as compared to the same period in 2019. This year-over-year decrease in NOI was primarily driven by increasing our reserve for high risk receivables from tenants in the entertainment category such as theaters, the impact of third quarter rent abatements including moves to percentage rent structures for a number of tenants, the impact of second quarter & third quarter 2020 bankruptcies, increasing our bad debt reserve for open receivables carried from the second quarter and lost rent from lower occupancy when compared to the third quarter of 2019.

The following table sets forth key operating statistics for the combined portfolio of the Tier 1 and open air properties:

	September 30, 2020	September 30, 2019	% Change
Ending occupancy(1)	91.2%	93.5%	(2.3)%
Average base minimum rent per square foot(2)	$21.02	$21.28	(1.2)%

(1)    Ending occupancy is the percentage of managed gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all Company-owned space except for anchors, majors, freestanding office and outlots at our enclosed retail properties in the calculation of ending occupancy. Open air property GLA included in the calculation relates to all Company-owned space other than office space.

(2)    Average base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

Current Leasing Activities

During the nine months ended September 30, 2020, we signed new leases and renewal leases with terms in excess of a year (excluding enclosed retail property anchors, majors, offices, and in-line spaces in excess of 10,000 square feet) across the Tier 1 and open air portfolio, comprising approximately 1,400,700 square feet. The average annual initial base minimum rent for new leases was $20.58 per square foot ("psf") and for renewed leases was $20.39 psf. For these leases, the average for tenant allowances was $32.77 psf for new leases and $4.03 psf for renewals. During the nine months ended September 30, 2019, we signed new leases and renewal leases with terms in excess of a year (excluding enclosed retail property anchors, majors, offices, and in-line spaces in excess of 10,000 square feet) across the Tier 1 and open air portfolio, comprising approximately 1,775,800 square feet. The average annual initial base minimum rent for new leases was $20.46 psf and for renewed leases was $30.28 psf. For these leases, the average for tenant allowances was $32.39 psf for new leases and $9.36 psf for renewals. The leasing activity for the first nine months of 2020 compared to the same period in 2019, when including all leases, increased 7% to 3.4 million square feet.

Results of Operations

Activities Affecting Results

The COVID-19 pandemic had a material impact on our 2020 results and is discussed throughout. In addition, the following property related transactions affected our results in the comparative periods:

•On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor.

•On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor.

•During 2020, we completed the sale of 3 outparcels to Four Corners (see further details in Note 4 of the Condensed Notes to the Unaudited Consolidated Financial Statements in Part I, Item 1).

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•On December 19, 2019, we completed the sale of Charles Towne Square, located in Charleston, South Carolina, to an unaffiliated private real estate investor.

•On December 18, 2019, we transitioned West Ridge Mall and Plaza ("West Ridge," collectively), located in Topeka, Kansas, to the lender.

•On July 1, 2019, we transitioned Towne West Square, located in Wichita, Kansas, to the lender.

•During 2019, we completed the sale of 25 outparcels to Four Corners (see further details in Note 4 of the Condensed Notes to the Unaudited Consolidated Financial Statements in Part I, Item 1).

For the purposes of the following comparisons, the transactions listed above are referred to as the "Property Transactions," and "comparable properties" refers to the remaining properties we owned and operated throughout both of the periods under comparison.

Three Months Ended September 30, 2020 vs. Three Months Ended September 30, 2019

Rental income decreased $34.5 million due to a $31.2 million decrease attributable to the comparable properties, the majority of which was driven by rent relief provided to tenants, lower occupancy levels, and changes in our assessment of collectibility of tenant receivables as a result of the COVID-19 pandemic as well as specific bankruptcy activity during the period. A further decrease of $3.3 million was attributable to the Property Transactions. Other income decreased $3.0 million due to a $1.2 million decrease related to fee income due to a reduction in cash receipts at our joint venture properties and a $1.8 million decrease related to less property ancillary income, which was impacted by lower customer traffic.

Property operating expenses decreased $2.9 million, of which $1.5 million was due to reduced operating expenses at the comparable properties as a reduction in operating hours due to the COVID-19 pandemic and $1.4 million was attributable to the Property Transactions. Depreciation and amortization decreased $12.9 million, primarily due to a $1.2 million decrease attributable to the Property Transactions, and an $11.7 million decrease in the comparable properties related to the accelerated depreciation of certain building and land improvement assets and tenant related improvements and intangibles that occurred during the third quarter of 2019. Real estate taxes increased $0.6 million, primarily due to a $1.2 million increase in the comparable properties due to tax assessments and less capitalization of real estate taxes associated with redevelopment efforts during the 2020 period. Offsetting this increase was a $0.6 million decrease attributable to the Property Transactions. General and administrative expenses decreased $1.1 million, which was primarily attributable to reduced compensation costs and less corporate travel as a result of the COVID-19 pandemic. The $1.1 million impairment charge recorded in the 2020 period related to the write down of the Topeka Property and the $28.9 million impairment charge recorded in the 2019 period related to the write down of two Tier 2 enclosed retail properties and one open air property that was subsequently sold.

Interest expense, net, increased $0.9 million, of which $2.3 million was attributable to corporate debt activity primarily related to our other indebtedness (see "Financing and Debt" for further details). Offsetting this increase was a decrease of $0.9 million attributable to the transitions to the lenders of Towne West Square and West Ridge and a $0.5 million decrease in the comparable properties attributable to higher capitalized interest due to ongoing redevelopment activities.

Gain on disposition of interests in properties, net decreased $8.2 million which is primarily attributable to the timing of closings associated with the Four Corners transactions in the comparable periods.

Gain on extinguishment of debt, net recognized in the 2019 period consisted of a $37.7 million gain related to the transitioning of Towne West Square to the lender and a $1.2 million gain related to the partial retirement of the Senior Notes due 2024, as defined in "Financing and Debt." There were no such transactions in the comparable period.

Loss from unconsolidated entities increased $5.3 million which was primarily attributable to rent relief provided to tenants, lower occupancy levels, and changes in our assessment of collectibility of tenant receivables at the properties as a result of the COVID-19 pandemic.

For WPG Inc., net loss attributable to noncontrolling interests primarily relates to the allocation of loss to third parties based on their respective weighted average ownership of limited partnership interest in WPG L.P., which percentage remained consistent over the periods.

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Nine Months Ended September 30, 2020 vs. Nine Months Ended September 30, 2019

Rental income decreased $110.7 million due to a $98.0 million decrease attributable to the comparable properties, the majority of which was driven by rent relief provided to tenants, lower occupancy levels, and changes in our assessment of collectibility of tenant receivables as a result of the COVID-19 pandemic as well as specific bankruptcy activity during the period. A further decrease of $12.7 million was attributable to the Property Transactions. Other income decreased $5.7 million due to a $3.2 million decrease related to fee income due to a reduction in cash receipts at our joint venture properties and a $2.5 million decrease related to less property ancillary income, which was impacted by lower customer traffic.

Property operating expenses decreased $13.4 million, of which $8.8 million was due to reduced operating expenses at the comparable properties as a result of reduced operating hours due to the COVID-19 pandemic and $4.6 million was attributable to the Property Transactions. Depreciation and amortization decreased $36.0 million, primarily due to a $5.4 million decrease attributable to the Property Transactions, and an $30.6 million decrease in the comparable properties related to the accelerated depreciation of certain building and land improvement assets and tenant related improvements and intangibles during 2019. Real estate taxes decreased $2.7 million, primarily due to a $2.2 million decrease attributable to the Property Transactions and a $0.5 million decrease in the comparable properties due to reduced tax assessments and capitalization of real estate taxes associated with redevelopment efforts. General and administrative expenses decreased $4.7 million, of which $2.9 million was primarily attributable to reduced compensation costs and less corporate travel as a result of the COVID-19 pandemic in addition to a reduction in severance costs of $1.8 million, which were incurred during the first quarter of 2019. The $26.2 million impairment charge recorded in the 2020 period related to the write down of two Tier 2 enclosed retail properties, vacant land at Georgesville Square, located in Columbus, Ohio, and the Topeka Property while the $28.9 million charge in the 2019 period related to the write down of two Tier 2 enclosed retail properties and one open air property that was subsequently sold.

Interest expense, net, increased $1.0 million, of which a net $4.2 million increase was attributable to corporate debt activity primarily related to our other indebtedness (see "Financing and Debt" for further details) and a net $0.7 million increase in the comparable properties primarily attributable to the April 2019 financing of Waterford Lakes Town Center, located in Orlando, Florida and default interest recorded in the 2020 period. Offsetting these increases was a decrease of $3.9 million attributable to the transitions to the lenders of Towne West Square and West Ridge. The $11.2 million impairment on note receivable recorded in the 2020 period was attributed to the discounted payoff of the seller financing provided in conjunction with our other indebtedness (see "Financing and Debt" for further details).

Gain on disposition of interests in properties, net increased $2.8 million which is primarily attributed to the recording of a $15.4 million gain related to our disposition of interests in Seminole Towne Center, located in Sanford, Florida, in 2020 as this property, which was held in an unconsolidated joint venture, was transitioned to the lender pursuant to the terms of a deed-in-lieu of foreclosure agreement and our obligations related to this property ceased in connection with this transition in addition to a net gain of $9.2 million on the dispositions of Dekalb Plaza and Matteson Plaza. Offsetting this increase is a net decrease of $21.8 million which is primarily attributable to the timing of closings associated with the Four Corners transactions in the comparable periods.

Gain on extinguishment of debt, net recognized in the 2019 period consisted of a $37.7 million gain related to the transitioning of Towne West Square to the lender and a $1.2 million gain related to the partial retirement of the Senior Notes due 2024, as defined in "Financing and Debt." There were no such transactions in the comparable period.

Loss from unconsolidated entities increased $9.3 million which was primarily attributable to rent relief provided to tenants, lower occupancy levels, and changes in our assessment of collectibility of tenant receivables at the properties as a result of the COVID-19 pandemic.

For WPG Inc., net loss attributable to noncontrolling interests primarily relates to the allocation of loss to third parties based on their respective weighted average ownership of limited partnership interest in WPG L.P., which percentage remained consistent over the periods.

Liquidity and Capital Resources

Our primary uses of cash include payment of operating expenses, working capital, debt repayment, including principal and interest, reinvestment in properties, development and redevelopment of properties, tenant allowance and dividends. Our primary sources of cash are operating cash flow and borrowings under our debt arrangements, including our Revolver (as defined in "Financing and Debt"), unsecured notes payable and senior term loans as further discussed below.

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Annually, we derive most of our liquidity from leases that generate positive net cash flow from operations. However, total cash flows from operations during the nine months ended September 30, 2020 was $21.4 million as compared to cash flows from operations of $137.9 million during the nine months ended September 30, 2019, which was a direct result of the temporary closing of our properties, rent relief provided to our tenants, and higher tenant receivable balances as a result of the COVID-19 pandemic. Due to the seasonal nature of certain operational activities as well as the ongoing impact of COVID-19 pandemic, the cash flows from operations for the nine months ended September 30, 2020 are not necessarily indicative of the cash flows from operations expected for the rest of 2020.

Our balance of cash and cash equivalents increased $53.9 million the nine months ended September 30, 2020 to $95.3 million as of September 30, 2020. The increase was primarily due to net proceeds from the issuance of debt and the net proceeds from the disposition of properties, partially offset by capital expenditures, dividend distributions, and net contributions to our joint ventures. See "Cash Flows" below for more information.

Because we own primarily long-lived income-producing assets, our financing strategy relies on a combination of long-term mortgage debt as well as secured and unsecured debt supported by a quality unencumbered asset pool, providing us with ample flexibility from a liquidity perspective. Our strategy is to have the majority of our debt fixed either through fixed rate mortgages or interest rate swaps that effectively fix the interest rate. At September 30, 2020, floating rate debt (excluding loans hedged to fixed interest) comprised 24.8% of our total consolidated debt. We will continue to monitor our borrowing mix to limit market risk.

On September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver, net of outstanding borrowings of $647.0 million. The weighted average interest rate on the Revolver was 2.4% and 2.6% during the three and nine months ended September 30, 2020. The decrease in our borrowing capacity is primarily attributed to utilizing our Revolver to complete the payoff of the $250.0 million Exchange Notes on February 28, 2020 (capitalized terms as defined in "Financing and Debt"), and borrowings to enhance our liquidity as a result of lower cash receipts due to the COVID-19 global pandemic (refer to "COVID-19" for additional details on our response to enhance short-term liquidity).

The consolidated indebtedness of our business was approximately $3.2 billion as of September 30, 2020, or an increase of approximately $164.4 million from December 31, 2019. The change in consolidated indebtedness from December 31, 2019 is described in greater detail under "Financing and Debt."

Outlook

Our business model and WPG Inc.'s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. We may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and cash flow from operations to address our debt maturities, distributions and capital needs throughout 2020.

The successful execution of our business strategy will require the availability of substantial amounts of operating and development capital both currently and over time. Sources of such capital could include additional bank borrowings, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint ventures.

Cash Flows

Our net cash flow from operating activities totaled $21.4 million during the nine months ended September 30, 2020, as compared to $137.9 million of cash flow provided by operating activities during the nine months ended September 30, 2019. This decrease was directly attributable to the temporary closing of our properties, rent relief provided to our tenants, and higher tenant receivable balances as a result of the COVID-19 pandemic. During this period we also:

•funded capital expenditures and redevelopment projects of $139.1 million;

•received net proceeds from the sale of interests in properties and outparcels of $20.1 million;

•funded investments in unconsolidated entities of $9.8 million;

•received distributions of capital from unconsolidated entities of $2.4 million;

•received net proceeds from our debt financing, refinancing and repayment activities of $202.0 million; and

•funded distributions to common and preferred shareholders and unitholders of $38.8 million.

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Prior to the COVID-19 global pandemic, we anticipated that cash generated from operations would have been sufficient in 2020 to meet operating expenses, monthly debt service, recurring capital expenditures, and cover the majority of distributions to shareholders necessary to maintain WPG Inc.'s status as a REIT on a long-term basis. In addition, we expected to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:

•excess cash generated from operating performance and working capital reserves;

•borrowings on our debt arrangements;

•opportunistic asset sales;

•additional secured or unsecured debt financing; or

•additional equity raised in the public or private markets.

However, due to the COVID-19 global pandemic, we have experienced a significant deterioration in projected cash flows from operations which has caused us to increase our reliance on available funds from our debt arrangements, curtail planned capital expenditures due to tenant-related delays, temporarily suspend common dividend distributions, and seek other additional sources of financing as discussed above. Based on our current projections that have been stress tested for various COVID-19 scenario outcomes, we anticipate that the $95.3 million of consolidated cash on hand, along with our pro-rata share of joint venture cash, will provide us with sufficient liquidity to meet our financial obligations for the remainder of 2020.

Financing and Debt

Mortgage Debt

Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows (in thousands):

	September 30, 2020		December 31, 2019
Face amount of mortgage loans	$	1,107,498	$	1,117,242
Fair value adjustments, net	1,998		3,463
Debt issuance cost, net	(4,696)		(5,097)
Carrying value of mortgage loans	$	1,104,800	$	1,115,608

A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows (in thousands):

Balance at December 31, 2019	$	1,115,608
Debt amortization payments	(9,744)
Issuance costs incurred upon debt modifications	(599)
Amortization of fair value and other adjustments	(1,465)
Amortization of debt issuance costs	1,000
Balance at September 30, 2020	$	1,104,800

In connection with the forbearance agreement executed on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, the maturity date of the mortgage note payable was extended one year to July 6, 2021 (see "COVID-19" for additional details).

On April 3, 2020, the Company exercised the third of three options to extend the maturity of the $65.0 million term loan secured by Weberstown Mall, located in Stockton, California, for one year. The extended maturity date is June 8, 2021.

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On February 14, 2020, the Company exercised the second of two options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado, for one year. The extended maturity is April 1, 2021. Additionally, as part of the forbearance agreement executed in conjunction with our COVID-19 relief efforts (see "COVID-19" for additional details), the Company was granted an additional one year extension option, which would extend the maturity to April 1, 2022. The extension option is subject to continued compliance with the terms of the mortgage agreement.

Highly-levered Assets

As of September 30, 2020, we have identified two consolidated mortgage loans that have leverage levels in excess of our targeted leverage and are working with the special servicers on these non-recourse mortgages. These mortgage loans total $78.2 million and encumber Charlottesville Fashion Square, located in Charlottesville, Virginia and Muncie Mall, located in Muncie, Indiana, both of which have been identified as noncore properties. We expect to improve our leverage once both, or a portion of them, are transitioned to the lenders, with minimal impact to net cash flows. See "Covenants" below for further discussion on these highly-levered assets as of September 30, 2020.

Corporate Debt

On August 13, 2020, the Company entered into amendments to our Facility (as defined below), December 2015 Term Loan (as defined below), and the $65.0 million term loan secured by Weberstown Mall. The amendments, totaling $1.4 billion of consolidated indebtedness, provide certain covenant relief through the third quarter of 2021 in exchange for partial collateralization of certain unencumbered consolidated properties, which can be released starting in the third quarter of 2021 if certain financial conditions are met. The partial collateralization has resulted in temporary security of approximately $1.0 billion of debt that was previously unsecured. The stated interest rates, depending on total leverage levels, ranges from LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50%. Prior to the amendments, the stated interest rates, depending on total leverage levels, ranged from LIBOR plus 1.80% to 2.35%, with no LIBOR floor. The amendments were accounted for as debt modifications, and the Company capitalized approximately $7.8 million of issuance costs, which are being amortized to interest expense over the respective remaining debt term.

On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly rent payments totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes.

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The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019 (in thousands):

	September 30, 2020		December 31, 2019
Notes payable:
Face amount - the Exchange Notes(1)	$	—	$	250,000
Face amount - Senior Notes due 2024(2)	720,900		720,900
Debt discount, net	(6,728)		(7,864)
Debt issuance costs, net	(4,387)		(5,470)
Total carrying value of notes payable	$	709,785	$	957,566
Term loans:(7)
Face amount - Term Loan(3)(4)	$	350,000	$	350,000
Face amount - December 2015 Term Loan(5)	340,000		340,000
Debt issuance costs, net	(6,525)		(3,358)
Total carrying value of term loans	$	683,475	$	686,642
Revolving credit facility:(3)(6)
Face amount	$	647,000	$	207,000
Debt issuance costs, net	(5,126)		(2,855)
Total carrying value of revolving credit facility	$	641,874	$	204,145
Other indebtedness:(8)
Anticipated settlement amount	$	109,285	$	109,285
Debt issuance costs, net	(1,522)		(1,561)
Future accretion, net	(21,701)		(10,123)
Total carrying value of other indebtedness	$	86,062	$	97,601

(1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum.

(2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024.

(3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility."

(4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on December 30, 2022. We have interest rate swap agreements totaling $250.0 million, which effectively fix the interest rate on a portion of the Term Loan at 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%.

(5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on January 10, 2023. We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.66% per annum through maturity.

(6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, and will initially mature on December 30, 2021, subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels.

(7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

(8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period.

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Covenants

Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2020, management believes the Company is in compliance with all applicable covenants of its corporate debt.

The total balance of mortgages was approximately $1.1 billion as of September 30, 2020. At September 30, 2020, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the maturity for the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the maturity for the debt and enforce its right against its collateral.

On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. The borrower has initiated short-term forbearance discussions with the special servicer regarding this non-recourse loan in an effort to cure the default. The Company continues to manage and lease the property. No further default notice has been issued by the special servicer to the borrower regarding this obligation.

On May 22, 2020, we received a notice of default letter, dated May 21, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. On September 14, 2020, the borrower executed a forbearance agreement, effective May 1, 2020, which deferred required debt service payments from May 2020 through October 2020. The Company continues to manage and lease the property.

On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property.

On November 5, 2019, we received a notice of default letter, dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. An affiliate of the Company still holds title to the property.

In addition and in response to the COVID-19 pandemic, separate borrowers, each a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $17.2 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina, and the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrowers continue to have discussions with the special servicers of each non-recourse loan and are considering various options.

At September 30, 2020, management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

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Summary of Financing

Our consolidated debt and the effective weighted average interest rates as of September 30, 2020 and December 31, 2019, consisted of the following (dollars in thousands):

	September 30, 2020		Weighted Average Interest Rate		December 31, 2019		Weighted Average Interest Rate
Fixed-rate debt, face amount (1)	$	2,462,683	5.63	%	$	2,722,427	5.18	%
Variable-rate debt, face amount	812,000		2.80	%	372,000		3.73	%
Total face amount of debt	3,274,683		4.93	%	3,094,427		5.01	%
Note discount	(6,728)				(7,864)
Fair value adjustments, net	1,998				3,463
Future accretion, net	(21,701)				(10,123)
Debt issuance costs, net	(22,256)				(18,341)
Total carrying value of debt	$	3,225,996			$	3,061,562

(1) Includes variable rate debt whose interest rates have been fixed via swap agreements.

Contractual Obligations

The following table summarizes the material aspects of the Company's future obligations for consolidated entities as of September 30, 2020, for the remainder of 2020 and for subsequent years thereafter assuming the obligations remain outstanding through maturities noted below (in thousands):

	2020		2021 - 2022		2023 - 2024		Thereafter		Total
Long term debt(1)	$	47,762	$	1,446,229	$	1,390,559	$	390,133	$	3,274,683
Interest payments(2)	43,377		273,301		136,757		291,405		744,840
Distributions(3)	3,568		—		—		—		3,568
Ground rent/operating leases(4)	555		4,460		2,611		20,429		28,055
Purchase/tenant obligations(5)	29,769		89,306		—		—		119,075
Total	$	125,031	$	1,813,296	$	1,529,927	$	701,967	$	4,170,221

(1) Represents principal maturities only and therefore excludes net fair value adjustments of $1,998, debt issuance costs of $(22,256), net future accretion of $(21,701) and note discount of $(6,728) as of September 30, 2020. The principal maturities reflect any available extension options within the control of the Company.

(2) Variable rate interest payments are estimated based on the LIBOR rate at September 30, 2020.

(3) Since there is no required redemption, distributions on the Series H Preferred Shares/Units, Series I Preferred Shares/Units and Series I-1 Preferred Units may be paid in perpetuity; for purposes of this table, such distributions are included upon declaration by the Board as the preferred shares/units are callable at the Company's discretion.

(4) Represents minimum future lease payments due through the end of the initial lease term under executed leases.

(5) Includes amounts due under executed leases and commitments to vendors for development and other matters.

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The following table summarizes the material aspects of the Company's proportionate share of future obligations for unconsolidated entities as of September 30, 2020, for the remainder of 2020 and for subsequent years thereafter assuming the obligations remain outstanding through maturities noted below (in thousands):

	2020		2021 - 2022		2023 - 2024		Thereafter		Total
Long term debt(1)	$	4,175	$	48,369	$	21,391	$	541,362	$	615,297
Interest payments(2)	9,276		47,330		44,410		22,738		123,754
Ground rent/operating leases(3)	996		8,060		8,473		185,328		202,857
Purchase/tenant obligations(4)	6,011		18,033		—		—		24,044
Total	$	20,458	$	121,792	$	74,274	$	749,428	$	965,952

(1) Represents principal maturities only and therefore excludes net fair value adjustments of $3,274 and debt issuance costs of $(1,982) as of September 30, 2020. In addition, the principal maturities reflect any available extension options.

(2) Variable rate interest payments are estimated based on the LIBOR rate at September 30, 2020.

(3) Represents minimum future lease payments due through the end of the initial lease term under executed leases.

(4) Includes amounts due under executed leases and commitments to vendors for development and other matters.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements consist primarily of investments in joint ventures which are common in the real estate industry. Joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of September 30, 2020, there were no guarantees of joint venture related mortgage indebtedness. In addition to obligations under mortgage indebtedness, our joint ventures have obligations under ground leases and purchase/tenant obligations. Our share of obligations under joint venture debt, ground leases and purchase/tenant obligations is quantified in the unconsolidated entities table within "Contractual Obligations" above. WPG may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

Equity Activity

Reverse Share Split

On August 6, 2020, the Board authorized a one-for-nine reverse share split of WPG Inc.’s common shares and WPG L.P. operating units, subject to common shareholder approval. If the reverse share split is approved by the Company's common shareholders and implemented by the Board, all outstanding equity awards under the Company's equity plans would be adjusted by the conversion ratio relating to the reverse share split. Upon shareholder approval and as a result of the reverse share split, each nine shares of the Company's issued and outstanding common shares/units will be automatically combined and converted into one issued and outstanding common share/unit. WPG Inc. plans to hold a virtual special meeting of common shareholders of WPG Inc. to vote on the recommendation on Thursday, December 17, 2020 (the "Meeting"). The implementation of the reverse share split is intended to increase the per share trading price of WPG Inc.’s common shares in order to satisfy the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the New York Stock Exchange and cure the noncompliance notification received by WPG Inc. on April 28, 2020. The Company's proxy solicitation relating to this meeting has commenced.

Exchange Rights

Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of WPG Inc. common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the market value of WPG Inc.'s common stock as determined pursuant to the terms of the WPG L.P. Partnership Agreement. At September 30, 2020, WPG Inc. had reserved 34,479,892 shares of common stock for possible issuance upon the exchange of units held by WPG L.P. limited partners.

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Stock Based Compensation

On May 28, 2014, the WPG Inc. Board of Directors (the "Board") adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan"), which permitted the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock were reserved for issuance, with a maximum number of awards to be granted to a participant in any calendar year of 500,000 shares/units. On May 16, 2019, the common shareholders of WPG Inc. approved the Washington Prime Group, L.P. 2019 Stock Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan with respect to the issuance of new awards. The Board and its Compensation Committee (the "Committee") previously approved and adopted the 2019 Plan, subject to WPG Inc. common shareholder approval, during the Board and Committee's regular meetings in February 2019. An aggregate of 7,290,000 shares of common stock are reserved for issuance, excluding carryover shares from the 2014 Plan. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units ("Performance LTIP Units") in WPG L.P. The 2019 Plan terminates on May 16, 2029.

The following is a summary by type of the awards that the Company issued during the nine months ended September 30, 2020 and September 30, 2019 under the 2014 Plan and 2019 Plan.

Annual Long-Term Incentive Awards

During the nine months ended September 30, 2020 and 2019, the Company approved the terms and conditions of the 2020 and 2019 annual awards (the "2020 Annual Long-Term Incentive Awards" and "2019 Long-Term Incentive Awards," respectively) for certain executive officers and employees of the Company. Under the terms of the awards program, each participant is provided the opportunity to receive (i) time-based RSUs and (ii) performance-based stock units ("PSUs"). RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. RSUs will vest in one-third installments on each annual anniversary of the respective Grant Date (as referenced below), subject to the participant's continued employment with the Company through each vesting date and the participant's continued compliance with certain applicable covenants. During the service period, dividend equivalents will be paid in cash accruals or under some circumstances, common shares, with respect to the RSUs corresponding to the amount of any dividends paid by the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. Actual PSUs earned may range from 0%-150% of the PSUs allocated to the award recipient, based on the Company's total shareholder return ("TSR") compared to a peer group based on companies with similar assets and revenue over a three-year performance period that commenced on the respective Grant Date (as referenced below). During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which will be settled in common shares at the same time and only to the extent that the underlying PSU is earned and settled in common shares. Payout of the PSUs is also subject to the participant’s continued employment with the Company through the end of the performance period. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three-year performance period.

The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively:

	2020 Annual Long-Term Incentive Awards	2019 Annual Long-Term Incentive Awards
Grant Date	February 25, 2020	February 20, 2019
RSUs issued	1,373,422	572,163
Grant date fair value per unit	$2.41	$5.77
PSUs issued	1,373,422	572,163
Grant date fair value per unit	$1.74	$4.98

During the nine months ended September 30, 2020, the performance period related to PSUs awarded in conjunction with the 2017 annual awards ended. There was no payout as the Company's TSR rank did not exceed the minimum required threshold for payout and 262,787 PSUs were forfeited.

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WPG Restricted Stock Units

During the nine months ended September 30, 2020 and 2019, the Company awarded 1,231,188 RSUs, with a grant date fair value of $0.8 million, and 331,792 RSUs, with a grant-date fair value of $1.5 million, respectively, to certain employees and non-employee members of the Board. The RSUs are service-based awards and the related fair value is expensed over the applicable service periods, except in instances that result in accelerated vesting due to severance arrangements or retirement of Board members.

Stock Options

During the nine months ended September 30, 2020, no stock options were granted to employees, no stock options were exercised by employees and 31,434 stock options were canceled, forfeited or expired. As of September 30, 2020, there were 569,855 stock options outstanding. During the nine months ended September 30, 2019, no stock options were granted to employees, 391 stock options were exercised by employees and 66,053 stock options were canceled, forfeited or expired.

Other Compensation Arrangements

On August 2, 2019, in connection with the execution of an employment agreement, the Committee granted Mr. Louis G. Conforti, the Company's Chief Executive Officer and Director, a retention award of 500,000 RSUs, with a grant date fair value of $1.8 million, and 500,000 PSUs, at target with a grant date fair value of $1.2 million, for his continued service through August 2, 2024. RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional RSUs, which themselves will accrue dividend equivalents, and will be paid out if and when the underlying RSU vests. The RSUs will vest in one-third installments on August 2, 2022, 2023, and 2024, subject to Mr. Conforti's continued employment through such applicable date. Compensation expense is recognized on a straight-line basis over the five year vesting term.

Actual PSUs earned may range from 0%-200% of the PSUs awarded based on the Company's annualized TSR over a three year performance period that commenced on August 2, 2019, provided Mr. Conforti's continued employment through the vesting date. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which themselves will accrue dividend equivalents, and will be earned when and if the underlying PSU vests. Earned PSUs, if any, vest in one-third installments on August 2, 2022, 2023, and 2024. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the five year term on a straight-line basis based on the applicable vesting period of the PSUs.

Share Award Related Compensation Expense

During the three and nine months ended September 30, 2020, the Company recorded compensation expense pertaining to the awards granted of $1.8 million and $5.6 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2019, the Company recorded compensation expense pertaining to the awards granted of $2.1 million and $5.9 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Committee may, in its discretion, accelerate the vesting for retiring Board members.

Distributions

For the three months ended September 30, 2020, no common share/unit dividends were declared by the Board as common share/unit dividends were temporarily suspended in April 2020 in response to the COVID-19 pandemic. For the nine months ended September 30, 2020, the Board declared common share/unit dividends of $0.125. During the three and nine months ended September 30, 2019, the Board declared common share/unit dividends of $0.25 and $0.75 per common share/unit, respectively.

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Acquisitions and Dispositions

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our shareholders' best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions.    We pursue the acquisition of properties that meet our strategic criteria. No acquisitions were completed during the nine months ended September 30, 2020.

Dispositions.    We pursue the disposition of properties that no longer meet our strategic criteria or interests in properties to generate proceeds for alternate business uses.

On March 13, 2020, Seminole Towne Center, located in Sanford, Florida, was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement. This property was held in an unconsolidated joint venture and all involvement between us and the related property ceased in connection with this transition.

On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor for a purchase price of $13.6 million. The net proceeds of $13.4 million was used to fund ongoing redevelopment efforts and general corporate purposes.

On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor for a purchase price of $1.1 million. The net proceeds of $0.4 million was used for general corporate purposes.

During the nine months ended September 30, 2020, we completed the sale of 3 outparcels to Four Corners. The allocated purchase price was $4.0 million (see details under "Overview - Basis of Presentation - Four Corners Outparcel Sales").

Additionally, during the nine months ended September 30, 2020, the Company sold certain undeveloped and developed land parcels for an aggregate purchase price of $2.4 million.

In connection with the sales noted above, the Company recorded net gains of $1.6 million and $28.8 million for the three and nine months ended September 30, 2020, respectively, which are included in gain on disposition of interests in properties, net in the consolidated statements of operations and comprehensive loss. The net proceeds were used to fund ongoing redevelopment efforts and for general corporate purposes.

Development Activity

New Development, Expansions and Redevelopments.  We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Prior to the COVID-19 pandemic, we planned to invest approximately $90 million to $110 million for our pro-rata share of development costs for fiscal year 2020. While we maintain our commitment to complete our redevelopment projects, we have deferred some of the capital spend to 2021 as some of our retailers plan to open later than originally planned. We now anticipate our share of development costs to be approximately $25 million for the remainder of fiscal year 2020. Our estimated stabilized return or yield, on invested capital typically ranges in the high single digits.

We have identified 30 department stores (Sears, The Bon-Ton Stores, and one former Belk store) in our Tier 1 and open air portfolio that we plan to redevelop and we are actively working on repositioning. Of these locations, two are operating Sears locations, resulting in 28 that we can currently develop. At the end of the third quarter 2020, 18 of these former department store locations have been addressed with signed letters of intent (LOIs), fully executed leases, or replacement tenant openings. Many projects are actively under construction and three replacement stores opened in 2019. We have had five additional replacement tenants open since the first quarter of 2020, with the two most recent openings of Dunham's Sports at Markland Mall in Kokomo, Indiana and Ollie's Bargain Outlet at Morgantown Mall in Morgantown, West Virginia. These former department store locations represent an opportunity to enhance the experience at the property by bringing in offerings such as dining, grocery, entertainment, home furnishings, and mixed-use components as well as dynamic retail offerings. These stores are in our Tier 1 and open air properties and exclude department stores that are owned by third parties, such as Seritage. With $50 million already incurred as of the end of 2019, we plan to spend up to an additional $300 million over the next three to four years to complete the redevelopment of these former department stores. The progress on some of these repositioning projects are discussed below:

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•At Markland Mall, we replaced a former Carson Pirie Scott department store with Dunham’s Sports in September 2020. This compliments the recent redevelopment of the former Sears at the property that was replaced with Ross Dress for Less, PetSmart, Party City and Aldi Grocery.

•At Grand Central Mall in Parkersburg, West Virginia, we replaced an Elder-Beerman with a new 20,000 square foot H&M store, their first store in West Virginia, which opened in October 2018. Additionally, we added a new Five Below and Ulta Beauty, which opened in September 2018, in the former hhgregg store, and we added a Big Lots, which opened in July 2019, in the former Toys R' Us location. Lastly, we have commenced construction on the former Sears space which will add an exciting exterior facing element to the center featuring dynamic first-to-market retailers, including Home Goods, PetSmart, Ross Dress for Less, and TJ Maxx. This new open air component will complete the transformation of Grand Central Mall from a traditional enclosed regional center into a hybrid town center and the new stores are expected to open in the spring of 2021. We will invest between $31 million and $33 million in this redevelopment with an expected yield of approximately 6% - 8%.

•We proactively terminated a lease with Sears at Southern Park Mall in Youngstown, Ohio and the store closed during the third quarter of 2018. In 2019, we completed the demolition of the former Sears store and plans include an exciting line up of outward facing retail stores and restaurants, as well as green space that can be used for community events. The planned additions include fitness, dining and shopping offerings that will diversify the mix at the property.

•At The Mall at Fairfield Commons, in Beavercreek, Ohio, the Sears store closed in December 2018. We have repositioned the former department store with a Morris Home Furniture and a first to market Round 1 Entertainment. Morris Home Furniture opened in June 2020, and occupies the upper level and Round 1 Entertainment opened in November 2019 and occupies the lower level.

•At WestShore Plaza, in Tampa, Florida, we terminated the Sears lease during the first quarter of 2019, and we plan to bring a mixed use component to the center. In addition to gaining control of the former Sears location, we purchased a parcel that is currently leased to office tenants. Acquiring this high-visibility corner allows a more strategic approach as we add our exciting mixed-use component to the property.

•Dillard’s has agreed to open and/or expand within two Tier 1 assets. Mesa Mall, located in Grand Junction, Colorado, will receive a newly constructed Dillard’s which will be their first location within the catchment area and will replace Sears, which formerly occupied the site. The store at Mesa Mall is expected to open in the fall of 2021. In addition, Dillard’s added a second location within Southgate Mall, replacing a former Herberger’s (former Bon-Ton, Inc. Stores) further illustrating robust demand within the catchment area. The Dillard’s store at Southgate Mall opened in June 2019. Our combined investment in these two department store repositioning efforts is expected to be approximately $8 million.

•At Morgantown Mall, we added a 70,000 square foot Dunham’s Sports store, which opened in April 2020, to replace a former Elder-Beerman (former Bon-Ton, Inc. Stores). In addition, WVU Medicine repurposed the former Sears location as a logistics, distribution and fulfillment center serving the broader WVU Medicine network, and opened in July 2020. Finally, Ollie's Bargain Outlet opened in October 2020, occupying a portion of space in the former Belk location and we are working plans to lease the remaining space to a potential entertainment user.

•At Port Charlotte Town Center in Port Charlotte, Florida, we have a signed LOI to add a new-to-market entertainment venue to replace a former Sears store. This premier entertainment and dining destination will offer food, family activities and the newest arcade games in the 88,000 square foot location.

•FieldhouseUSA (see below for information on FieldhouseUSA) will replace the former Sears department store locations at both Polaris Fashion Place® in Columbus, Ohio and Town Center at Aurora® in Aurora, Colorado. The Company proactively gained control of both Sears spaces in 2018 for redevelopment efforts. New retail and complementary mixed uses are planned for both projects with additional details being announced in the future.

•At The Mall at Johnson City in Johnson City, Tennessee, we plan to replace the former Sears with a first-to-market Home Goods. We proactively negotiated an early termination with Sears in January 2020 to gain control to bring this tenant to the market. We are also adding a new multi-tenant building in the location of the former Sears Auto Center to add new dining options including Chipotle Mexican Grill and Chicken Salad Chick. In addition to these new retail additions, we will complete an extensive renovation of the property.

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We continue construction on the final phase of Fairfield Town Center, located in the Houston, Texas metropolitan area. This final phase will add an additional 130,000 square feet of new GLA to accommodate strong demand, resulting in close to 500,000 square feet of GLA upon completion. Leasing for this new phase is over 97% committed, including deals with a national theater and a national value fashion apparel retailer. The estimated investment in this development will be approximately $28 million, and we had our first tenant, Burlington Coat Factory, open in September 2020 and we expect additional tenants to open through the remainder of 2020 and throughout 2021.

At The Outlet Collection® | Seattle, in Auburn, Washington, FieldhouseUSA opened in October 2020 in a former Sam’s Club store. FieldhouseUSA specializes in sporting leagues, events and tournaments by offering year-round league and tournament play in team sports such as basketball, soccer, volleyball and flag football in addition to programs such as birthday parties, corporate events, performance training and skills training. This use will greatly complement the recently added Dave & Buster’s at the property and we anticipate announcing further details about this exciting redevelopment in the near future. The estimated investment in the redevelopment will be between $11 million and $13 million and the yield is anticipated to be approximately 9% - 10%.

At Dayton Mall in Dayton, Ohio, Ross Dress for Less opened in October of 2019 and replaced a former hhgregg store and Morris Furniture recently opened in a newly combined larger store from previous small shop space. Additionally, during the fourth quarter of 2019, we purchased the former Elder-Beerman store from a third party in order to gain control of the redevelopment. Our plans involve adding new uses to the center to compliment the strong retail offerings at the property.

Capital Expenditures

The following table summarizes total consolidated capital expenditures on a cash basis for the nine months ended September 30, 2020 (in thousands):

Redevelopments and expansions	$	92,970
Tenant allowances	15,393
Operational capital expenditures	15,621
Total(1)	$	123,984

(1)Excludes capitalized interest, wages and real estate taxes, as well as expenditures for certain equipment and fixtures, commissions, and project costs, which are included in capital expenditures, net on the consolidated statement of cash flows.

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Forward-Looking Statements

Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: 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 enclosed retail store occupancy and same-store operating income; risks associated with acquisitions, dispositions, 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 our tax positions; losses associated with closures, failures and stoppages associated with the spread and proliferation of the COVID-19 (coronavirus) outbreak; failure to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on (re)development and investment properties (including joint ventures); expected gains on debt extinguishment; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal or regulatory proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; and significant costs related to environmental issues; and changes in LIBOR reporting practices or the method in which LIBOR is determined. We discussed these and other risks and uncertainties under Part I, "Item 1A. Risk Factors" in the combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. for the year ended December 31, 2019 and other reports filed with the Securities and Exchange Commission. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures

Industry practice is to evaluate real estate properties in part based on FFO, NOI and comparable NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for our comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts, or NAREIT, as net income (loss) 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 gains and losses upon acquisition of controlling interests in properties;

•excluding impairment charges of depreciable real estate;

•plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.

We include in FFO gains and losses realized from the sale of land, marketable and non-marketable securities, and investment holdings of non-retail real estate.

You should understand that our 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 (loss) income determined in accordance with GAAP as a measure of operating performance; and

•are not alternatives to cash flows as a measure of liquidity.

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The following schedule reconciles total FFO to net loss for the three and nine months ended September 30, 2020 and 2019 (in thousands, except share/unit amounts):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
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)
Adjustments to Arrive at FFO:
Real estate depreciation and amortization, including joint venture impact	67,183		81,155		200,684		239,060
Impairment loss, including (gain) on disposition of interests in properties, net	1,067		24,992		774		24,992
FFO of the Operating Partnership (1)	16,621		100,914		56,840		232,240
FFO allocable to limited partners	2,540		15,695		8,728		36,165
FFO allocable to common shareholders/unitholders	$	14,081	$	85,219	$	48,112	$	196,075
Diluted loss per share/unit	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
Adjustments to arrive at FFO per share/unit:
Real estate depreciation and amortization, including joint venture impact	0.30		0.36		0.89		1.07
Impairment loss, including (gain) on disposition of interests in properties, net	0.00		0.11		0.00		0.11
Diluted FFO per share/unit	$	0.07	$	0.45	$	0.25	$	1.04
Weighted average shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Weighted average limited partnership units outstanding	34,479,892		34,735,136		34,519,629		34,739,598
Weighted average additional dilutive securities outstanding (2)	—		837,529		—		543,925
Weighted average shares/units outstanding - diluted	225,670,330		224,176,047		224,814,520		223,676,217

(1)    FFO of the operating partnership decreased $175.4 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. During the nine months ended September 30, 2020, comparable NOI decreased $97.2 million, which can be primarily attributed to the economic impact of the COVID-19 pandemic. Also, during the nine months ended September 30, 2019, we recorded a $38.9 million gain on extinguishment of debt, which primarily related to the transition of Towne West Square to the lender. There were no such transactions during the nine months ended September 30, 2020. Additionally when comparing the nine months ended September 30, 2020 to 2019, we received $18.7 million less in FFO from the sale of outparcels and properties. Lastly, during the nine months ended September 30, 2020, we recorded an $11.2 million impairment on a note receivable that related to seller bridge financing that the Company provided in connection with a failed sale-leaseback transaction that occurred during the fourth quarter of 2019.

(2)    The weighted average additional dilutive securities for the three and nine months ended September 30, 2019 are excluded for purposes of calculating diluted loss per share/unit because their effect would have been anti-dilutive.

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We deem NOI and comparable NOI to be important measures for investors and management to use in assessing our operating performance, as these measures enable us to present the core operating results from our portfolio, excluding certain non-cash, corporate-level and nonrecurring items. Specifically, we exclude from operating income the following items in our calculations of comparable NOI:

•straight-line rents and fair value rent amortization;

•management fee allocation to promote comparability across periods; and

•termination income, out-parcel sales and material insurance proceeds, which are deemed to be outside of normal operating results.

The following schedule reconciles comparable NOI for our Tier 1 and open air properties to net loss and presents comparable NOI percent change for the three and nine months ended September 30, 2020 and 2019 (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Net loss	$	(48,061)	$	(1,665)	$	(133,914)	$	(21,108)
Loss from unconsolidated entities	5,515		241		11,301		2,002
Income and other taxes	154		(120)		130		465
Gain on extinguishment of debt, net	—		(38,913)		—		(38,913)
Impairment on note receivable	—		—		11,237		—
Gain on disposition of interests in properties, net	(1,620)		(9,825)		(28,812)		(26,056)
Interest expense, net	39,725		38,833		115,805		114,806
Operating (loss) income	(4,287)		(11,449)		(24,253)		31,196
Depreciation and amortization	58,063		70,948		173,147		209,142
Impairment loss	1,067		28,936		26,186		28,936
General and administrative	11,107		12,210		34,721		39,459
Fee income	(2,087)		(3,242)		(5,504)		(8,669)
Management fee allocation	79		39		115		124
Pro-rata share of unconsolidated joint ventures in comp NOI	11,412		17,619		39,391		52,443
Property allocated corporate expense	4,269		4,342		13,216		12,675
Non-comparable properties and other (1)	1,471		(15)		2,740		(888)
NOI from sold properties	30		(1,137)		(62)		(4,681)
Termination income	(172)		(100)		(278)		(1,512)
Straight-line rents, net of change in assessment of collectibility	(1,429)		(1,036)		64		(2,943)
Ground lease adjustments for straight-line and fair market value	5		5		15		15
Fair market value and inducement adjustments to base rents	(4,776)		(915)		(7,407)		(5,302)
Less: Tier 2 and noncore properties (2)	(2,422)		(8,907)		(17,357)		(29,616)
Comparable NOI - Tier 1 and open air properties	$	72,330	$	107,298	$	234,734	$	320,379
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.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates, primarily LIBOR. We seek to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance. As of September 30, 2020, $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness (24.8% of total consolidated indebtedness) was subject to variable interest rates, excluding amounts outstanding under variable rate loans that have been hedged to fixed interest rates.

During the third quarter of 2020, these debt agreements were modified and are now subject to a LIBOR floor of 50 basis points. As such, our future earnings and cash flows would only be impacted to the extent LIBOR rates exceed 50 basis points. Based upon our variable rate debt balance and corresponding LIBOR floors in place as of September 30, 2020, a 50 basis point increase in LIBOR rates would result in a decrease in earnings and cash flow of $1.2 million annually. This assumes that the amount outstanding under our variable rate debt remains at $812.0 million, the balance as of September 30, 2020.

Item 4.Controls and Procedures

Controls and Procedures of Washington Prime Group Inc.

Evaluation of Disclosure Controls and Procedures. WPG Inc. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG Inc. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Management of WPG Inc., with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of WPG Inc.'s disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the disclosure controls and procedures of WPG Inc. were effective.

Changes in Internal Control Over Financial Reporting.  There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures of Washington Prime Group, L.P.

Evaluation of Disclosure Controls and Procedures. WPG L.P. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that WPG L.P. files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Management of WPG L.P., with the participation of the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, evaluated the effectiveness of the design and operation of WPG L.P.'s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of WPG Inc., WPG L.P.'s general partner, concluded that, as of the end of the period covered by this report, WPG L.P.'s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting.  There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.Legal Proceedings

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims, and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable, and the amount can be reasonably estimated.

Item 1A.Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the combined Annual Report on Form 10-K for WPG Inc. and WPG L.P. for the year ended December 31, 2019 (the “2019 Form 10-K”). Except for additional risk factors as noted below, there have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the 2019 Form 10-K. In addition to the Company, WPG Inc., WPG L.P. and each of its affiliates, may, on a collective basis, be referred to in this Item as “we,” “us” or “our.”

COVID-19 Related Risk Factors

The COVID-19 global pandemic has caused a significant disruption in non-essential retail commerce and may have a material adverse impact upon the Company’s financial condition and results of operations.

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of COVID-19. The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020, as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. During our second 2020 fiscal quarter, in the interest of public health and safety, jurisdictions (national, state and local) where our shopping centers are located, required mandatory closures, capacity limitations or other restrictions for those that continue to operate which impacted our tenants' ability to operate as well as pay rent and other related lease charges or otherwise fulfill the obligations of their respective leases. As a result of these developments, the Company expects a material adverse impact on its revenues, results of operations and cash flows for the year ending December 31, 2020 despite the fact that as of the filing date of this Form 10-Q, the majority of our enclosed retail properties were open in some capacity and our open air properties operated throughout much of the period of mandatory closures to extent permitted by applicable law. However, this situation is ever evolving and additional impacts to the business may arise of which we are not currently aware. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change including the timing of lifting any restrictions or relaxation of closure requirements, when our enclosed shopping centers and tenants will reopen at full capacity, and when shoppers will fully re-engage with our brand.

In addition to the impacts and uncertainties listed above, the outbreak of COVID-19 has caused the Company to significantly modify and alter the working environment and practices of its employees at its corporate offices and properties which could adversely impact the efficiency and effectiveness of the Company’s personnel in managing and operating its properties as well as completing other operating and administrative functions that are important to its business. Continued efforts by large numbers of the Company’s employees to work extensively and, in some cases, exclusive remotely could also expose the Company to additional risks, such as increased cybersecurity risk.

Our revenues are dependent on the level of revenues realized by our tenants, and a decline in their revenues could materially and adversely affect our business, results of operations and financial condition.

We are subject to various risks that affect the retail environment generally, including levels of consumer spending, seasonality, changes in economic conditions, unemployment rates, an increase in the use of the Internet by retailers and consumers, and natural disasters. Levels of consumer spending could be adversely affected by, for example, increases in consumer savings rates, increases in tax rates, reduced levels of income, interest rate increases, other declines in consumer net worth, unemployment levels, and a strengthening of the U.S. dollar as compared to non-U.S. currencies.

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The existence and persistence of the COVID-19 pandemic and related mitigation efforts have resulted in travel restrictions and plant shutdowns, all of which have impacted, and could continue to impact, our tenants’ supply chains and, ultimately, retail product availability. State and local stay at home orders, occupancy restrictions, masking/face covering requirements and social distancing as a result of the COVID-19 outbreak have impacted and continue to impact customer traffic at our properties. Even though such orders have been lifted in places, customer traffic may continue to be adversely impacted, which in light of the approaching holiday shopping season, could adversely impact sales for some of our tenants, which in turn could negatively impact our fiscal results and operations. The COVID-19 outbreak has resulted in property shutdowns, and may result in additional shutdowns of our retail properties, particularly in certain geographies reporting increasing diagnoses of the virus or related illnesses. The extent of the outbreak and its impact on our tenants and our operations is uncertain, but a prolonged outbreak as well as related mitigation efforts could continue to have a material impact on our revenues and could materially and adversely affect our business, results of operations and financial condition.

As a result of these and other economic and market-based factors, our tenants might be unable to pay their existing minimum rents or pay landlord recovery charges. Because substantially all of our income is derived from rentals of commercial real property, our income and cash flow would be adversely affected if a significant number of tenants are unable to meet their obligations or their revenues decline, especially if they were tenants with a significant number of locations within our portfolio. Some of our tenants have not re-opened after the closure restrictions were lifted and operating limitations eased, which will likely have a material impact on occupancy at our properties which could result in an increase in the number of co-tenancy claims because required occupancy thresholds were not satisfied. Additionally, a further or continued decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates.

Many of the Company’s properties depend on anchor stores or major tenants to attract shoppers and drive customer traffic and the existence and persistence of the COVID-19 pandemic and related mitigation efforts could adversely impact in a material way the viability of a respective center or property as well as its tenants.

Our open air properties and enclosed retail properties are typically anchored by department stores and other large nationally or regionally recognized tenants. The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in department store or major tenant closing or reducing operations for a significant period of time which might result in decreased customer traffic, which could lead to decreased sales at our properties and adversely impact our ability to successfully execute our leasing strategy and operational objectives. Department store or major tenants may seek, and have sought, concessions from us for paying lease charges as a result of such mandatory closures or reduced hours. There are no assurances that customer traffic will return as high as pre-COVID-19 rates, which in light of the approaching holiday shopping season, could adversely impact sales for some of our tenants, which in turn could negatively impact our fiscal results and operations.

If the sales of stores operating in our properties decline significantly due to the closing or limited operation of anchor stores or other national retailers because of the existence and persistence of the COVID-19 pandemic and related mitigation efforts, tenants might be unable to pay their minimum rents or expense recovery charges, which would likely negatively impact our financial results.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may adversely impact the Company’s ability to successfully and timely complete its various redevelopment projects as budgeted.

The onset of the COVID-19 pandemic may cause, as a result of governmental imposed closures or work stoppages, interrupted supply chains, reduced personnel due to closures or illnesses, unforeseen delays in the planning, execution and completion of construction projects associated with our redevelopment plans. Additionally, related permitting, inspections and reviews by jurisdictional planning commissions and authorities is also likely to be delayed or postponed which will materially impact the timeline and budgets for completing such projects.

As a result of such conditions and other factors, projects in our redevelopment pipeline may not be pursued or may be completed later or with higher costs than anticipated. In the event of an unsuccessful or delayed redevelopment project, our loss could exceed our investment in the project. Redevelopment activities involve significant risks, including: the expenditure of funds on and devotion of time to projects which may not come to fruition; increased construction costs that may make the project economically unattractive; an inability to obtain construction financing and permanent financing on favorable terms; and occupancy rates and rents not sufficient to make a project profitable.

63

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in increased and more frequent bankruptcy filings of a number of our tenants or downturns in our tenants’ businesses that may reduce our cash flow.

Because the Company derives almost all of our income from rental payments and other tenant charges, our cash available for distribution would be adversely affected if a significant number of our tenants were unable to meet their obligations to us, or if we were unable to lease vacant space in our properties on economically favorable terms. One or more of our tenants may seek the protection of the federal bankruptcy laws, or similar proceedings on the state level or in a foreign jurisdiction, as a result of the prolonged impact of the COVID-19 pandemic which could result in the termination of its lease causing a reduction in our cash available for distribution. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, or if an exclusive use provision is violated, which all could be triggered in the event of one or more tenant bankruptcies. A significant increase in the number of tenant bankruptcies, particularly amongst anchor tenants, may make it more difficult for us to lease the remainder of the property or properties in which the bankrupt tenant operates and adversely impact our ability to successfully execute our re-leasing strategy.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may result in increased and more substantial impairment charges that may materially affect our financial results.

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. Our determination of whether a particular held-for-use asset is impaired is based upon the undiscounted projected cash flows used for the impairment analysis and our determination of the asset's estimated fair value, that in turn are based upon our plans for the respective asset and our views of market and economic conditions. With respect to assets held-for-sale, our determination of whether such an asset is impaired is based upon market and economic conditions. If we determine that an impairment has occurred, then we would be required under Generally Accepted Accounting Principles in the United States (GAAP) to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations in the accounting period in which the adjustment is made. Furthermore, changes in estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions could result in the recognition of additional impairment losses for already impaired assets, which, under the applicable accounting guidance, could be substantial.

The outbreak of the COVID-19 pandemic resulted in the sustained closure of our centers as well as the cessation of the operations of certain of our tenants which caused a reduction in our revenues due to the impaired financial stability of our tenants and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing in the future for such properties may be impaired as well as our ability in the future to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak as well as its persistence could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results.

The existence and persistence of the COVID-19 pandemic and related mitigation efforts may promote prolonged instability or volatility in the U.S. economy that may adversely impact consumer spending and therefore our operating results.

A sustained downturn in the U.S. economy and reduced consumer spending as well as consumer activity at brick-and-mortar commercial establishments due to the prolonged existence, persistence and threat of the COVID-19 pandemic could impose a prolonged economic recession in the U.S. which could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons and therefore decrease the revenue generated by our properties or the value of our properties. Our ability to lease space and negotiate and maintain favorable rents could also be negatively impacted by a prolonged recession in the U.S. economy. Moreover, the demand for leasing space in our existing shopping centers as well as our redevelopment properties could also substantially decline during a significant downturn in the U.S. economy which could result in a decline in our occupancy percentage and reduction in rental revenues.

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The existence and persistence of the COVID-19 pandemic could result in further significant reduction of our workforce due to continued mitigation efforts, medically related absences or quarantines.

The Company’s workforce is maintained at two corporate offices and at certain of its shopping centers. Reductions in personnel either due to budgetary reasons or further mitigation efforts in response to the existence and persistence of the COVID-19 pandemic would hamper the Company’s ability to effectively achieve its fiscal, operational, and strategic objectives. Certain of the Company’s personnel, including its executive officers, have substantial experience in owning, operating, managing, acquiring and developing shopping centers. The Company’s success depends in large part upon the efforts of these executives and other personnel, and we cannot guarantee that they will remain with us throughout this pandemic. The Company already reduced approximately 20% of its workforce for budgetary reasons related to the COVID-19 pandemic and, although some personnel have since been rehired, the loss of key management personnel in leasing, finance, legal, construction, development, or operations could have a negative impact on the Company’s operations. In addition, except for isolated examples amongst our senior executive personnel, there are generally no restrictions on the ability of terminated personnel to compete with us after the termination of their employment.

The continuing spread of COVID-19 may have a material adverse effect on our ability to make distributions to our common shareholders.

The impact of the COVID-19 pandemic on the U.S. and world economies is uncertain and could result in a prolonged world-wide economic downturn that may lead to corporate bankruptcies in the most affected industries and an increase in unemployment. As a result of the real estate assets in our real estate portfolio being comprised entirely of retail properties located in the United States, the COVID-19 pandemic will impact our tenants’ ability to pay rent, and therefore impact the income received by us, to the extent that its continued spread within the United States reduces occupancy, decreases customer traffic or results in quarantines where our properties are located, increases the cost of operation, results in reduced hours or necessitates the further closure or re-closure of our properties. Since the onset of the COVID-19 pandemic, certain owners of shopping center properties located in the United States have announced temporary closures of such properties and even re-closures of properties as a result of the persistence of the COVID-19 pandemic. During a portion of our second 2020 fiscal quarter, our enclosed shopping centers were required to close and, upon reopening, then operated at reduced hours and enforced occupancy restrictions which materially impacted our revenues and adversely affect our results of operations and financial condition. Additionally, customer traffic at our properties has been reduced because of COVID-19 related concerns.

As a result of the adverse impact of the COVID-19 pandemic on the Company’s fiscal condition and in an effort to preserve its cash position, the Company announced in April 2020 the temporary suspension of its quarterly common share and operating partnership unit cash dividend for the remainder of 2020 (with a potential true up of the fourth quarter 2020 dividend payment in 2021 in order to comply with the Company's REIT taxable income distribution requirements). The extent to which COVID-19 further impacts our income, our expenses and ability to pay distributions to our common shareholders and unitholders of WPG’s affiliate will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the pandemic, new information that may emerge concerning the severity of the COVID-19 pandemic, consumer acceptance of the safety of retail center shopping and the actions taken to contain COVID-19 or treat its impact, among others.

The continuing spread of COVID-19 may have a material adverse effect on our ability to maintain compliance with our debt covenants and, under certain circumstances, remain a going concern.

As a result of the related events due to the COVID-19 pandemic, we may experience a material adverse effect on our income and expenses. COVID-19’s impact on our income and expenses may also impact our ability to maintain compliance with our credit facility and bond covenants. While we have received certain covenant relief through the third quarter of 2021 related to our credit facility and we project to remain in compliance, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain with respect to these projections and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants, which could create substantial doubt about our ability to continue as a going concern through November 6, 2021.

Risk Factor Associated with Reverse Stock Split

On December 17, 2020, WPG Inc. will hold a virtual special meeting of its common shareholders to vote on a proposal authorizing the amendment of the WPG Inc. Amended and Restated Articles of Incorporation to effect a one (1) for nine (9) reverse stock split of the common shares of WPG Inc. As mentioned earlier in this Form 10-Q, the implementation of the reverse share split is intended to increase the per share trading price of the common shares of WPG Inc. in order to satisfy the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the New York Stock Exchange and cure the noncompliance notification received by WPG Inc. on April 28, 2020.

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While we believe that a higher share price may help generate investor interest in our common stock, the reverse stock split may not result in a share price that will attract brokers, institutional investors or investment funds or satisfy the investing guidelines of institutional investors or investment funds. The market price of the common stock is also based on our performance and other factors, which are unrelated to the number of shares of the common stock outstanding. There are numerous factors and contingencies that could affect our share price following the reverse stock split, including the status of the market for the common stock at the time, our reported results of operations in future periods and general economic, market and industry conditions. Accordingly, although the price of the common stock may increase immediately following the reverse stock split, there can be no assurance that the market will sustain any such increase. If the market price of the common stock declines after the reverse stock split, our total market capitalization (the aggregate value of all of our outstanding common stock at the then existing market price) after the reverse split will be lower than before the reverse split. In addition, a decline in the market price of the common stock after the reverse stock split may result in a greater percentage decline than would occur in the absence of a split.

Following the reverse stock split, our outstanding common shares would be reduced, which may lead to reduced trading volume and less liquidity for the common stock. That may increase the volatility of our common share price. The reverse stock split may result in some WPG Inc. common shareholders owning “odd lots” of less than 100 shares of the common stock on a post-split basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in lots of even multiples of 100 shares.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.    Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Not applicable.

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Item 6.    Exhibits

Exhibit Number	Exhibit Descriptions
10.1	Amendment No. 1, dated as of August 13, 2020, to the Amended and Restated Revolving Credit and Term Loan Agreement, by and among Washington Prime Group, L.P., the lenders party thereto, and Bank of America, N.A., as Administrative Agent for the lenders thereunder (incorporated by reference to Form 8-K filed on August 17, 2020).
10.2	Amendment No. 2, dated as of August 13, 2020, to the Term Loan Agreement, by and among Washington Prime Group, L.P., the lenders party thereto, and PNC Bank, N.A., as Administrative Agent for the lenders thereunder (incorporated by reference to Form 8-K filed on August 17, 2020).
10.3	Third Amendment, dated as of August 13, 2020, to the Senior Secured Term Loan Agreement, by and among Washington Prime Group, L.P., WTM Stockton, LLC, the lenders party thereto, and The Huntington National Bank, as Administrative Agent for the lenders thereunder (incorporated by reference to Form 8-K filed on August 17, 2020).
31.1*	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
31.2*	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
31.3*	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
31.4*	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
32.1*	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group Inc.
32.2*	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
101.INS*	XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Filed electronically herewith.

67

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, thereunto duly authorized.

		Washington Prime Group Inc.
		Washington Prime Group, L.P.
			by: Washington Prime Group Inc., its sole general partner
Date:	November 6, 2020	By:	/s/ Mark E. Yale
			Mark E. Yale Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date:	November 6, 2020	By:	/s/ Melissa A. Indest
			Melissa A. Indest Executive Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis G. Conforti, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 6, 2020	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark E. Yale, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 6, 2020	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer

EX-31.3

EXHIBIT 31.3

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis G. Conforti, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 6, 2020	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

EX-31.4

EXHIBIT 31.4

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark E. Yale, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 6, 2020	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Washington Prime Group Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 6, 2020	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director

Date:	November 6, 2020	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Washington Prime Group, L.P. (the “Partnership”) on Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date:	November 6, 2020	/s/ Louis G. Conforti
		Louis G. Conforti Chief Executive Officer and Director of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

Date:	November 6, 2020	/s/ Mark E. Yale
		Mark E. Yale Executive Vice President and Chief Financial Officer of Washington Prime Group Inc., general partner of Washington Prime Group, L.P.

XML

Cover page - shares	9 Months Ended
	Sep. 30, 2020	Nov. 05, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-36252
Entity Registrant Name	WASHINGTON PRIME GROUP INC.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	46-4323686
Entity Address, Address Line One	180 East Broad Street
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43215
City Area Code	614
Local Phone Number	621-9000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		187,434,835
Entity Central Index Key	0001594686
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
Washington Prime Group, L.P.
Document Information [Line Items]
Entity File Number	333-205859
Entity Registrant Name	Washington Prime Group, L.P.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	46-4674640
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		0
Entity Central Index Key	0001610911
Current Fiscal Year End Date	--12-31
Common Stock, $0.0001 par value per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	WPG
Security Exchange Name	NYSE
7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	7.5% Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Trading Symbol	WPGPRH
Security Exchange Name	NYSE
6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	6.875% Series I Cumulative Redeemable Preferred Stock, par value $0.0001 per share
Trading Symbol	WPGPRI
Security Exchange Name	NYSE

XML

Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
ASSETS:
Investment properties at cost	$ 5,955,603	$ 5,902,406
Less: accumulated depreciation	2,499,937	2,397,736
Investment properties, net	3,455,666	3,504,670
Cash and cash equivalents	95,328	41,421
Tenant receivables and accrued revenue, net	119,472	82,762
Investment in and advances to unconsolidated entities, at equity	411,923	417,092
Deferred costs and other assets	135,182	205,034
Total assets	4,217,571	4,250,979
LIABILITIES:
Mortgage notes payable	1,104,800	1,115,608
Notes payable	709,785	957,566
Term loans	683,475	686,642
Revolving credit facility	641,874	204,145
Other indebtedness	86,062	97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues	257,252	260,904
Distributions payable	3,323	3,252
Cash distributions and losses in unconsolidated entities, at equity		15,421
Total liabilities	3,486,571	3,341,139
Redeemable noncontrolling interests	3,265	3,265
Stockholders' Equity:
Common stock, $0.0001 par value, 350,000,000 shares authorized; 187,434,835 and 186,884,276 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	19	19
Capital in excess of par value	1,260,677	1,254,771
Accumulated deficit	(801,722)	(655,492)
Accumulated other comprehensive loss	(14,885)	(5,525)
Total stockholders' equity	646,665	796,349
Noncontrolling interests	81,070	110,226
Total equity	727,735	906,575
Total liabilities, redeemable noncontrolling interests and equity	4,217,571	4,250,979
EQUITY:
Total liabilities, redeemable noncontrolling interests and equity	4,217,571	4,250,979
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019
Stockholders' Equity:
Preferred stock	104,251	104,251
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019
Stockholders' Equity:
Preferred stock	98,325	98,325
Washington Prime Group, L.P.
ASSETS:
Investment properties at cost	5,955,603	5,902,406
Less: accumulated depreciation	2,499,937	2,397,736
Investment properties, net	3,455,666	3,504,670
Cash and cash equivalents	95,328	41,421
Tenant receivables and accrued revenue, net	119,472	82,762
Investment in and advances to unconsolidated entities, at equity	411,923	417,092
Deferred costs and other assets	135,182	205,034
Total assets	4,217,571	4,250,979
LIABILITIES:
Mortgage notes payable	1,104,800	1,115,608
Notes payable	709,785	957,566
Term loans	683,475	686,642
Revolving credit facility	641,874	204,145
Other indebtedness	86,062	97,601
Accounts payable, accrued expenses, intangibles, and deferred revenues	257,252	260,904
Distributions payable	3,323	3,252
Cash distributions and losses in unconsolidated entities, at equity	0	15,421
Total liabilities	3,486,571	3,341,139
Redeemable noncontrolling interests	3,265	3,265
Stockholders' Equity:
Total liabilities, redeemable noncontrolling interests and equity	4,217,571	4,250,979
EQUITY:
General partner	646,665	796,349
Limited partners, 34,479,892 and 34,682,956 units issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	80,088	109,193
Total partners' equity	726,753	905,542
Noncontrolling interests	982	1,033
Total equity	727,735	906,575
Total liabilities, redeemable noncontrolling interests and equity	4,217,571	4,250,979
Washington Prime Group, L.P. | General Partner Preferred Equity
EQUITY:
General partner	202,576	202,576
Washington Prime Group, L.P. | General Partner Common Equity
EQUITY:
General partner	$ 444,089	$ 593,773

XML

Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	350,000,000	350,000,000
Common stock, shares, issued (in shares)	187,434,835	186,884,276
Common stock, shares, outstanding (in shares)	187,434,835	186,884,276
Washington Prime Group, L.P.
Limited Partners, common equity, shares issued (in shares)	34,479,892	34,682,956
Limited Partners, common equity, shares outstanding (in shares)	34,479,892	34,682,956
Washington Prime Group, L.P. | General Partner Preferred Equity
General Partner, Preferred equity shares issued (in shares)	7,800,000	7,800,000
General Partner, preferred equity, shares outstanding (in shares)	7,800,000	7,800,000
Washington Prime Group, L.P. | General Partner Common Equity
General Partner, Preferred equity shares issued (in shares)	187,434,835	186,884,276
General Partner, preferred equity, shares outstanding (in shares)	187,434,835	186,884,276
Preferred Series H
Preferred stock, par value (usd per share)	$ 0.0001	$ 0.0001
Preferred shares issued (in shares)	4,000,000	4,000,000
Preferred shares outstanding (in shares)	4,000,000	4,000,000
Preferred Series I
Preferred stock, par value (usd per share)	$ 0.0001	$ 0.0001
Preferred shares issued (in shares)	3,800,000	3,800,000
Preferred shares outstanding (in shares)	3,800,000	3,800,000

XML

Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
REVENUE:
Rental income	$ 120,138	$ 154,611	$ 363,421	$ 474,114
Other income	3,544	6,593	11,625	17,347
Total revenues	123,682	161,204	375,046	491,461
EXPENSES:
Property operating	36,067	39,007	101,456	114,868
Depreciation and amortization	58,063	70,948	173,147	209,142
Real estate taxes	19,611	19,014	58,300	61,006
Advertising and promotion	1,811	2,323	4,915	6,241
General and administrative	11,107	12,210	34,721	39,459
Ground rent	243	215	574	613
Impairment loss	1,067	28,936	26,186	28,936
Total operating expenses	127,969	172,653	399,299	460,265
Interest expense, net	(39,725)	(38,833)	(115,805)	(114,806)
Impairment on note receivable	0	0	(11,237)	0
Gain on disposition of interests in properties, net	1,620	9,825	28,812	26,056
Gain on extinguishment of debt, net	0	38,913	0	38,913
Income and other taxes	(154)	120	(130)	(465)
Loss from unconsolidated entities, net	(5,515)	(241)	(11,301)	(2,002)
NET LOSS	(48,061)	(1,665)	(133,914)	(21,108)
Net loss attributable to noncontrolling interests	(7,832)	(752)	(22,026)	(4,774)
NET LOSS ATTRIBUTABLE TO THE COMPANY	(40,229)	(913)	(111,888)	(16,334)
Less: Preferred share dividends	(3,508)	(3,508)	(10,524)	(10,524)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (43,737)	$ (4,421)	$ (122,412)	$ (26,858)
LOSS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS:
Limited partners	$ (7,892)	$ (812)	$ (22,206)	$ (4,954)
COMPREHENSIVE LOSS:
Net loss	(48,061)	(1,665)	(133,914)	(21,108)
Unrealized income (loss) on interest rate derivative instruments, net	3,451	(2,263)	(11,075)	(16,858)
Comprehensive loss	(44,610)	(3,928)	(144,989)	(37,966)
Comprehensive loss attributable to noncontrolling interests	(7,305)	(1,099)	(23,741)	(7,384)
Comprehensive loss attributable to common shareholders	(37,305)	(2,829)	(121,248)	(30,582)
Washington Prime Group, L.P.
REVENUE:
Rental income	120,138	154,611	363,421	474,114
Other income	3,544	6,593	11,625	17,347
Total revenues	123,682	161,204	375,046	491,461
EXPENSES:
Property operating	36,067	39,007	101,456	114,868
Depreciation and amortization	58,063	70,948	173,147	209,142
Real estate taxes	19,611	19,014	58,300	61,006
Advertising and promotion	1,811	2,323	4,915	6,241
General and administrative	11,107	12,210	34,721	39,459
Ground rent	243	215	574	613
Impairment loss	1,067	28,936	26,186	28,936
Total operating expenses	127,969	172,653	399,299	460,265
Interest expense, net	(39,725)	(38,833)	(115,805)	(114,806)
Impairment on note receivable	0	0	(11,237)	0
Gain on disposition of interests in properties, net	1,620	9,825	28,812	26,056
Gain on extinguishment of debt, net	0	38,913	0	38,913
Income and other taxes	(154)	120	(130)	(465)
Loss from unconsolidated entities, net	(5,515)	(241)	(11,301)	(2,002)
NET LOSS	(48,061)	(1,665)	(133,914)	(21,108)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (51,629)	$ (5,233)	$ (144,618)	$ (31,812)
LOSS PER COMMON SHARE/UNIT, BASIC & DILUTED (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)
NET LOSS ATTRIBUTABLE TO UNITHOLDERS	$ (48,061)	$ (1,665)	$ (133,914)	$ (21,108)
Less: Preferred unit distributions	(3,568)	(3,568)	(10,704)	(10,704)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS	(51,629)	(5,233)	(144,618)	(31,812)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS:
General partner	(43,737)	(4,421)	(122,412)	(26,858)
Limited partners	(7,892)	(812)	(22,206)	(4,954)
NET LOSS ATTRIBUTABLE TO COMMON UNITHOLDERS	(51,629)	(5,233)	(144,618)	(31,812)
COMPREHENSIVE LOSS:
Net loss	(48,061)	(1,665)	(133,914)	(21,108)
Unrealized income (loss) on interest rate derivative instruments, net	3,451	(2,263)	(11,075)	(16,858)
Comprehensive loss	$ (44,610)	$ (3,928)	$ (144,989)	$ (37,966)

XML

Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (133,914)	$ (21,108)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation	171,508	209,945
Gain on extinguishment of debt, net	0	(38,913)
Impairment on note receivable	11,237	0
Gain on disposition of interests in properties and outparcels, net	(28,812)	(26,056)
Impairment loss	26,186	28,936
Change in estimate of collectibility of rental income	52,448	5,884
Loss from unconsolidated entities, net	11,301	2,002
Distributions of income from unconsolidated entities	1,261	1,812
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	(85,714)	5,996
Deferred costs and other assets	(5,437)	(6,524)
Accounts payable, accrued expenses, deferred revenues and other liabilities	1,304	(24,059)
Net cash provided by operating activities	21,368	137,915
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(139,094)	(119,646)
Net proceeds from disposition of interests in properties and outparcels	20,051	33,237
Investments in unconsolidated entities	(9,834)	(13,837)
Distributions of capital from unconsolidated entities	2,409	21,730
Net cash used in investing activities	(126,468)	(78,516)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(51)	(66)
Redemption of limited partner units	(543)	(143)
Net proceeds from issuance of common shares, including common stock plans	0	1
Distributions on common and preferred shares/units	(38,764)	(178,148)
Proceeds from issuance of debt, net of transaction costs	492,732	503,442
Repayments of debt	(290,744)	(372,008)
Other financing activities	(1,932)	(150)
Net cash provided by (used in) financing activities	160,698	(47,072)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	55,598	12,327
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	75,475	61,084
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	131,073	73,411
Washington Prime Group, L.P.
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(133,914)	(21,108)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation	171,508	209,945
Gain on extinguishment of debt, net	0	(38,913)
Impairment on note receivable	11,237	0
Gain on disposition of interests in properties and outparcels, net	(28,812)	(26,056)
Impairment loss	26,186	28,936
Change in estimate of collectibility of rental income	52,448	5,884
Loss from unconsolidated entities, net	11,301	2,002
Distributions of income from unconsolidated entities	1,261	1,812
Changes in assets and liabilities:
Tenant receivables and accrued revenue, net	(85,714)	5,996
Deferred costs and other assets	(5,437)	(6,524)
Accounts payable, accrued expenses, deferred revenues and other liabilities	1,304	(24,059)
Net cash provided by operating activities	21,368	137,915
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net	(139,094)	(119,646)
Net proceeds from disposition of interests in properties and outparcels	20,051	33,237
Investments in unconsolidated entities	(9,834)	(13,837)
Distributions of capital from unconsolidated entities	2,409	21,730
Net cash used in investing activities	(126,468)	(78,516)
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to noncontrolling interest holders in properties	(51)	(66)
Redemption of limited partner units	(543)	(143)
Net proceeds from issuance of common units, including equity-based compensation plans	0	1
Distributions to unitholders	(38,764)	(178,148)
Proceeds from issuance of debt, net of transaction costs	492,732	503,442
Repayments of debt	(290,744)	(372,008)
Other financing activities	(1,932)	(150)
Net cash provided by (used in) financing activities	160,698	(47,072)
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	55,598	12,327
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period	75,475	61,084
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$ 131,073	$ 73,411

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Unaudited Consolidated Statements of Equity - USD ($) $ in Thousands	Total	Total Stockholders' Equity	Preferred Stock Preferred Series H	Preferred Stock Preferred Series I	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non- Controlling Interests	Redeemable Non-Controlling Interests
Beginning balance at Dec. 31, 2018	$ 1,148,271	$ 999,710	$ 104,251	$ 98,325	$ 19	$ 1,247,639	$ (456,924)	$ 6,400	$ 148,561	$ 3,265
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other	(23)	(23)				(23)
Redemption of limited partner units	(143)								(143)
Exercise of stock options	1	1				1
Equity-based compensation	5,922	5,885				5,885			37
Adjustments to noncontrolling interests		(350)				(350)			350
Distributions on common shares/units	(167,635)	(141,522)					(141,522)		(26,113)
Distributions declared on preferred shares	(10,524)	(10,524)					(10,524)
Other comprehensive income (loss)	(16,858)	(14,248)						(14,248)	(2,610)
Net loss, excluding of distributions to preferred unitholders	(21,288)	(16,334)					(16,334)		(4,954)
Ending balance at Sep. 30, 2019	937,723	822,595	104,251	98,325	19	1,253,152	(625,304)	(7,848)	115,128	3,265
Beginning balance at Jun. 30, 2019	999,161	874,371	104,251	98,325	19	1,251,319	(573,611)	(5,932)	124,790	3,265
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other	(9)	(9)				(9)
Redemption of limited partner units	(124)								(124)
Equity-based compensation	2,142	2,142				2,142			0
Adjustments to noncontrolling interests		(300)				(300)			300
Distributions on common shares/units	(55,951)	(47,272)					(47,272)		(8,679)
Distributions declared on preferred shares	(3,508)	(3,508)					(3,508)
Other comprehensive income (loss)	(2,263)	(1,916)						(1,916)	(347)
Net loss, excluding of distributions to preferred unitholders	(1,725)	(913)					(913)		(812)
Ending balance at Sep. 30, 2019	937,723	822,595	104,251	98,325	19	1,253,152	(625,304)	(7,848)	115,128	3,265
Beginning balance at Dec. 31, 2019	906,575	796,349	104,251	98,325	19	1,254,771	(655,492)	(5,525)	110,226	3,265
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other	(27)	(27)				(27)
Redemption of limited partner units	(543)								(543)
Equity-based compensation	5,605	5,605				5,605
Adjustments to noncontrolling interests		328				328			(328)
Distributions on common shares/units	(28,182)	(23,818)					(23,818)		(4,364)
Distributions declared on preferred shares	(10,524)	(10,524)					(10,524)
Other comprehensive income (loss)	(11,075)	(9,360)						(9,360)	(1,715)
Net loss, excluding of distributions to preferred unitholders	(134,094)	(111,888)					(111,888)		(22,206)
Ending balance at Sep. 30, 2020	727,735	646,665	104,251	98,325	19	1,260,677	(801,722)	(14,885)	81,070	3,265
Beginning balance at Jun. 30, 2020	774,081	685,931	104,251	98,325	19	1,259,130	(757,985)	(17,809)	88,150	3,265
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other	(9)	(9)				(9)
Equity-based compensation	1,841	1,841				1,841
Adjustments to noncontrolling interests		(285)				(285)			285
Distributions declared on preferred shares	(3,508)	(3,508)					(3,508)
Other comprehensive income (loss)	3,451	2,924						2,924	527
Net loss, excluding of distributions to preferred unitholders	(48,121)	(40,229)					(40,229)		(7,892)
Ending balance at Sep. 30, 2020	$ 727,735	$ 646,665	$ 104,251	$ 98,325	$ 19	$ 1,260,677	$ (801,722)	$ (14,885)	$ 81,070	$ 3,265

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Unaudited Consolidated Statements of Equity (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Stockholders' Equity [Abstract]
Distrubtions per common share (usd per share)		$ 0.25	$ 0.125	$ 0.75
Distributions to preferred unitholders	$ 60	$ 60	$ 180	$ 180

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Unaudited Consolidated Statement of Equity - LP - USD ($) $ in Thousands	Total	Washington Prime Group, L.P.	Washington Prime Group, L.P. Partners' Equity	Washington Prime Group, L.P. Non- Controlling Interests	Washington Prime Group, L.P. Redeemable Non-Controlling Interests	Washington Prime Group, L.P. General Partner Partners' Equity	Washington Prime Group, L.P. General Partner Preferred Partners' Equity	Washington Prime Group, L.P. General Partner Common Partners' Equity	Washington Prime Group, L.P. Limited Partners Partners' Equity
Beginning balance at Dec. 31, 2018		$ 1,148,271	$ 1,147,203	$ 1,068	$ 3,265	$ 999,710	$ 202,576	$ 797,134	$ 147,493
Increase (Decrease) in Partners' Capital [Roll Forward]
Redemption of limited partner units	$ (143)	(143)	(143)						(143)
Other		(23)	(23)			(23)		(23)
Exercise of stock options	1	1	1			1		1
Equity-based compensation		5,922	5,922			5,885		5,885	37
Adjustments to limited partners' interests						(350)		(350)	350
Distributions on common units		(167,635)	(167,573)	(62)		(141,522)		(141,522)	(26,051)
Distributions declared on preferred units		(10,524)	(10,524)		(180)	(10,524)	(10,524)
Other comprehensive income (loss)	(16,858)	(16,858)	(16,858)			(14,248)		(14,248)	(2,610)
Net income (loss)	(21,288)	(21,288)	(21,288)		180	(16,334)	10,524	(26,858)	(4,954)
Ending balance at Sep. 30, 2019		937,723	936,717	1,006	3,265	822,595	202,576	620,019	114,122
Beginning balance at Jun. 30, 2019		999,161	998,155	1,006	3,265	874,371	202,576	671,795	123,784
Increase (Decrease) in Partners' Capital [Roll Forward]
Redemption of limited partner units	(124)	(124)	(124)						(124)
Other		(9)	(9)			(9)		(9)
Equity-based compensation		2,142	2,142			2,142		2,142
Adjustments to limited partners' interests						(300)		(300)	300
Distributions on common units		(55,951)	(55,951)			(47,272)		(47,272)	(8,679)
Distributions declared on preferred units		(3,508)	(3,508)		(60)	(3,508)	(3,508)
Other comprehensive income (loss)	(2,263)	(2,263)	(2,263)			(1,916)		(1,916)	(347)
Net income (loss)	(1,725)	(1,725)	(1,725)		60	(913)	3,508	(4,421)	(812)
Ending balance at Sep. 30, 2019		937,723	936,717	1,006	3,265	822,595	202,576	620,019	114,122
Beginning balance at Dec. 31, 2019		906,575	905,542	1,033	3,265	796,349	202,576	593,773	109,193
Increase (Decrease) in Partners' Capital [Roll Forward]
Redemption of limited partner units	(543)	(543)	(543)						(543)
Other		(27)	(27)			(27)		(27)
Equity-based compensation		5,605	5,605			5,605		5,605
Adjustments to limited partners' interests						328		328	(328)
Distributions on common units		(28,182)	(28,131)	(51)		(23,818)		(23,818)	(4,313)
Distributions declared on preferred units		(10,524)	(10,524)		(180)	(10,524)	(10,524)
Other comprehensive income (loss)	(11,075)	(11,075)	(11,075)			(9,360)		(9,360)	(1,715)
Net income (loss)	(134,094)	(134,094)	(134,094)		180	(111,888)	10,524	(122,412)	(22,206)
Ending balance at Sep. 30, 2020		727,735	726,753	982	3,265	646,665	202,576	444,089	80,088
Beginning balance at Jun. 30, 2020		774,081	773,099	982	3,265	685,931	202,576	483,355	87,168
Increase (Decrease) in Partners' Capital [Roll Forward]
Other		(9)	(9)			(9)		(9)
Equity-based compensation		1,841	1,841			1,841		1,841
Adjustments to limited partners' interests						(285)		(285)	285
Distributions declared on preferred units		(3,508)	(3,508)		(60)	(3,508)	(3,508)
Other comprehensive income (loss)	3,451	3,451	3,451			2,924		2,924	527
Net income (loss)	$ (48,121)	(48,121)	(48,121)		60	(40,229)	3,508	(43,737)	(7,892)
Ending balance at Sep. 30, 2020		$ 727,735	$ 726,753	$ 982	$ 3,265	$ 646,665	$ 202,576	$ 444,089	$ 80,088

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Unaudited Consolidated Statement of Equity - LP (Parentheticals) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Partners' Capital [Abstract]
Distribution on common units (usd per unit)	$ 0.25	$ 0.125	$ 0.75

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Organization

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Washington Prime Group Inc. ("WPG Inc.") is an Indiana corporation that operates as a fully integrated, self‑administered and self‑managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended (the "Code"). WPG Inc. will generally qualify as a REIT for U.S. federal income tax purposes as long as it continues to distribute at least 90% of its REIT taxable income, exclusive of net capital gains, and satisfy certain other requirements. WPG Inc. will generally be allowed a deduction against its U.S. federal income tax liability for dividends paid by it to REIT shareholders, thereby reducing or eliminating any corporate level taxation to WPG Inc. Washington Prime Group, L.P. ("WPG L.P.") is WPG Inc.'s majority‑owned limited partnership subsidiary that owns, develops and manages, through its affiliates, all of WPG Inc.'s real estate properties and other assets. WPG Inc. is the sole general partner of WPG L.P. As of September 30, 2020, our assets consisted of material interests in 101 shopping centers in the United States, consisting of open air properties and enclosed retail properties, comprised of approximately 53 million square feet of managed gross leasable area.

Unless the context otherwise requires, references to "WPG," the "Company," "we," "us" or "our" refer to WPG Inc., WPG L.P. and entities in which WPG Inc. or WPG L.P. (or any affiliate) has a material ownership or financial interest, on a consolidated basis.

We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants’ sales volumes, rent payments pursuant to the terms of providing property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable costs such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenses.

We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor and inline tenant spaces, re‑developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re‑merchandising and/or changes to the retail use of the space.

Severance

During the nine months ended September 30, 2020, and in response to the COVID-19 pandemic (as discussed in Note 2 - "Basis of Presentation and Principles of Consolidation"), the Company recorded aggregate severance costs of $0.1 million related to workforce reductions, which costs are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss for the period then ended.

On February 5, 2019, the Company's then Executive Vice President, Head of Open Air Centers was terminated without cause from his position and received severance payments and other benefits pursuant to the terms and conditions of his employment agreement. In addition, the Company terminated, without cause, additional non-executive personnel in the Property Management department as part of an effort to reduce overhead costs. In connection with and as part of these management changes, the Company recorded aggregate severance charges of $1.9 million, including $0.1 million of non-cash stock compensation in the form of accelerated vesting of equity incentive awards, which costs are included in general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2019.

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Basis of Presentation and Principles of Consolidation

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheets as of September 30, 2020 and December 31, 2019 include the accounts of WPG Inc. and WPG L.P., as well as their majority owned and controlled subsidiaries. The accompanying consolidated statements of operations include the consolidated accounts of the Company. All intercompany transactions have been eliminated in consolidation. Due to the seasonal nature of certain operational activities and the fiscal impact of the COVID-19 pandemic, the results for the interim period ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated unaudited financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the combined 2019 Annual Report on Form 10-K for WPG Inc. and WPG L.P. (the "2019 Form 10-K").

COVID-19

During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus ("COVID-19"). The pandemic has significantly impacted the economic conditions in the United States, with accelerated effects since March 2020 as federal, state and local governments react to the public health crisis, creating significant uncertainties in the United States economy. While certain of our shopping centers were impacted by jurisdictional closures or capacity limitations during the second quarter of 2020, all of our shopping centers were open as of September 30, 2020. In response to these closures and capacity limitations, we granted rent relief to certain of our tenants through a combination of rent deferrals and rent abatements, which has had a material adverse impact on the Company's revenues, results of operations and cash flows for the year ending December 31, 2020. The situation continues to evolve as certain geographic regions across the United States are experiencing a surge in new cases, which could result in shoppers limiting their in-store purchases in exchange for curbside or on-line purchases as well as reduced foot traffic. We cannot predict whether, when or the manner in which the conditions surrounding COVID-19 will change, including the timing of possible additional closure requirements or the subsequent lifting of any said restrictions.

As described in Note 8 - "Rental Income," we derive almost all of our income from rental payments and other tenant charges. Our revenues and cash flow have been adversely affected since the start of the pandemic as a significant number of our tenants have been unable to meet their obligations to us. Additionally, certain of our tenants have sought the protection of the bankruptcy laws as a result of the outbreak of COVID-19, resulting in the modification or termination of certain leases, causing a further reduction in our revenues and cash flow. Furthermore, certain of our tenants, including anchor tenants, hold the right under their lease(s) to terminate their lease(s) or reduce their rental rate if certain occupancy conditions are not met, if certain anchor tenants close, if certain sales levels or profit margins are not achieved, all of which could be triggered in the event of one or more tenant bankruptcies and resulting lease terminations.

While the full outcome of the COVID-19 pandemic is unknown, it has and continues to negatively impact the revenues and business of our tenants. Many of our tenants have requested some form of rent relief, and relief provided thus far has reduced our fiscal year 2020 revenues by $22.7 million due to rent abatements, while additional relief in the form of rent deferrals to future periods has impacted our fiscal year 2020 operating cash flows. Additionally, as part of our continual assessment of the future collectibility of rents, we recorded an adjustment to rental income of $47.2 million, including the write-off of accrued (straight-line) rent, for the fiscal year 2020. A further worsening of the financial condition of our tenants may impact our continual assessment of future collectibility of rents, which could cause us to write-off additional straight-line rent that has not yet been billed.

We evaluate our real estate assets and other assets for impairment indicators whenever events or changes in circumstances indicate that recoverability of our investment in the asset is not reasonably assured. Furthermore, this evaluation is conducted no less frequently than quarterly, irrespective of changes in circumstances. The prolonged outbreak of the COVID-19 pandemic resulted in sustained closure of our centers earlier this year as well as the cessation or reduction of the operations of certain of our tenants, which has resulted in a reduction in our revenues, due to the impaired financial stability of our tenants, and ultimately our cash flows for many of our centers as well as other sources of income generated by our properties. In addition to reduced revenues generated by our centers as a result of the COVID-19 outbreak, our ability to obtain sufficient financing for such properties may be impaired as well as our ability to lease or re-lease centers as a result of worsening market and economic conditions produced by the persistence of the COVID-19 pandemic.

As of September 30, 2020, our evaluation of impairment considered our estimate of cash flow declines caused by the COVID-19 pandemic, but our other assumptions, including estimated hold period, were generally unchanged given the highly uncertain environment. The worsening of estimated future cash flows due to a change in our plans, policies, or views of market and economic conditions as it relates to one or more of our properties adversely impacted by the COVID-19 outbreak could result in the recognition of substantial impairment charges imposed on our assets which could adversely impact our financial results. See Note 4 - "Investment in Real Estate" for discussion of impairment charges recognized as of September 30, 2020.

We continuously project our cash flow sources and needs. In accordance with Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements - Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (November 6, 2020). Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations due on or before November 6, 2021 in considering whether it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-Q.

Our ability to meet our obligations as they come due may be impacted by our ability to remain compliant with financial covenants in our unsecured debt arrangements or to obtain additional waivers or amendments that impact the related covenants. During the third quarter of 2020, we executed amendments to our Facility and December 2015 Term Loan (as defined in Note 6 - "Indebtedness") that provide certain covenant relief through the third quarter of 2021. The Company was in compliance with all applicable covenants as of the end of the most recently completed fiscal quarter ended that September 30, 2020. Additionally, the Company is actively working on measures with existing debt investors that would result in deleveraging of its balance sheet if execution is successful. When considering the amended financial covenant requirements and the positive impact from the potential deleveraging measures described above, the Company projects, based upon internal estimates, that it will remain in compliance with these revised financial covenants along with other unsecured debt covenants through at least November 6, 2021. However, with the continued uncertainty caused by the COVID-19 pandemic, significant risks remain and any material adverse effect on our income and expenses could impact our ability to maintain compliance with our credit facility and bond covenants. Additionally, there can be no assurances of the terms or conditions that any such deleveraging transaction would include or that the Company will be able to consummate such transaction on a timely basis, or at all.

General

These consolidated financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability, without the consent of any other unaffiliated partner or owner, to refinance debt or sell the property and the inability of any other unaffiliated partner or owner to replace us.

We consolidate a variable interest entity ("VIE") when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements.

There have been no changes during the nine months ended September 30, 2020 to any of our previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the nine months ended September 30, 2020, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in unconsolidated entities, at equity in the consolidated balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has historically committed to or intends to fund the venture.

As of September 30, 2020, our assets consisted of material interests in 101 shopping centers. The consolidated financial statements as of that date reflect the consolidation of 85 wholly owned properties and four additional properties that are less than wholly owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining 12 properties, or the joint venture properties, using the equity method of accounting. While we manage the day-to-day operations of the joint venture properties, we do not control the operations as we have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for further details).

We allocate net operating results of WPG L.P. to third parties and to WPG Inc. based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net loss attributable to noncontrolling interests. WPG Inc.'s weighted average ownership interest in WPG L.P. was 84.7% and 84.4% for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020 and December 31, 2019, WPG Inc.'s ownership interest in WPG L.P. was 84.7% and 84.5%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Fair Value Measurements

The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:

•Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

•Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment Disclosure

Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842.

In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis.

The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following is a summary of our beginning and ending cash, cash equivalents and restricted cash totals as presented in our statements of cash flows for the nine months ended September 30, 2020 and 2019:

	Balance at September 30,				Balance at December 31,
	2020		2019		2019		2018
Cash and cash equivalents	$	95,328	$	36,003	$	41,421	$	42,542
Restricted cash	35,745		37,408		34,054		18,542
Total cash, cash equivalents and restricted cash	$	131,073	$	73,411	$	75,475	$	61,084

Restricted cash primarily relates to cash held in escrow for payment of real estate taxes and property reserves for maintenance, expansion or leasehold improvements as required by our mortgage loans. Restricted cash is included in "Deferred costs and other assets" in the accompanying balance sheets as of September 30, 2020 and December 31, 2019.

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Investment in Real Estate

9 Months Ended

Sep. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Investment in Real Estate

Investment in Real Estate

2020 Dispositions

On March 13, 2020, Seminole Towne Center, located in Sanford, Florida, was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement. This property was held in an unconsolidated joint venture and all operational involvement between us and the related property ceased in connection with this transition (see Note 5 - "Investment in Unconsolidated Entities, at Equity" for additional details).

On January 31, 2020, we completed the sale of Dekalb Plaza, located in King of Prussia, Pennsylvania, to an unaffiliated private real estate investor for a purchase price of $13.6 million. The net proceeds of $13.4 million was used to fund ongoing redevelopment efforts and general corporate purposes.

On January 14, 2020, we completed the sale of Matteson Plaza, located in Matteson, Illinois, to an unaffiliated private real estate investor for a purchase price of $1.1 million. The net proceeds of $0.4 million was used for general corporate purposes.

We are party to two separate purchase and sale agreements to sell certain outparcels to FCPT Acquisitions, LLC ("Four Corners"). The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
February 13, 2020	2	$	1,961	$	1,945
September 17, 2020	1	2,072		2,063
	3	$	4,033	$	4,008

Excluding any subsequent amendments thereto, the Company has approximately $2.5 million of remaining outparcels from the first purchase and sale agreement and approximately $26.9 million from the second purchase and sale agreement to close, subject to due diligence and closing conditions. Additionally, during the nine months ended September 30, 2020, the Company sold certain undeveloped land parcels and developed outparcels for an aggregate purchase price of approximately $2.4 million, receiving net proceeds of approximately $2.2 million. The net proceeds from the disposition activities were generally used to fund ongoing redevelopment efforts and for general corporate purposes. In connection with the 2020 disposition activities, the Company recorded net gains of $1.6 million and $28.8 million for the three and nine months ended September 30, 2020, which are included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

2019 Dispositions

The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and nine months ended September 30, 2019:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
January 18, 2019	8	$	9,435	$	9,364
February 11, 2019	1	2,766		2,720
April 3, 2019	1	2,048		2,016
June 28, 2019	3	3,050		3,031
August 1, 2019	1	1,210		1,199
August 29, 2019	1	3,397		3,394
September 16, 2019	1	3,205		3,118
September 27, 2019	2	4,412		4,377
	18	$	29,523	$	29,219

The net proceeds were used to fund ongoing redevelopment efforts and for general corporate purposes. Additionally, during the nine months ended September 30, 2019, the Company sold certain undeveloped land parcels for an aggregate purchase price of $4.4 million, receiving net proceeds of $4.0 million. In connection with the 2019 disposition activities, the Company recorded gains of $9.8 million and $26.1 million for the three and nine months ended September 30, 2019, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

On July 1, 2019, Towne West Square, located in Wichita, Kansas, was transitioned to the lender (see Note 6 - "Indebtedness" for further discussion).

Impairment

During the quarter ended September 30, 2020, we recorded an additional impairment charge of approximately $1.1 million related to a single tenant outparcel located in Topeka, Kansas (the "Topeka Property"). The impairment charge was attributed to a change in facts and circumstances when we decided to hold the asset for a shorter period, which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an agreed-upon purchase price with a potential buyer (Level 1 input).

During the quarter ended June 30, 2020, we recorded an impairment charge of approximately $23.8 million related to two enclosed retail properties based on the total estimated fair value of $12.6 million and the related carrying value. The impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate range of 18.8% to 19.3% and a terminal capitalization rate range of 16.8% to 17.3%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs).

During the quarter ended March 31, 2020, we recorded an impairment charge of approximately $1.3 million related to vacant land at Georgesville Square, located in Columbus, Ohio and the Topeka Property. The impairment charges in both instances were due to changes in facts and circumstances when we decided to hold the assets for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. In the case of the vacant land at Georgesville Square, which was sold during the second quarter of 2020, the fair value was based on the sales price (Level 1 input). In the case of the the Topeka Property, the fair value was based on general market conditions (Level 3 inputs).

During the quarter ended September 30, 2019, we recorded an impairment charge of approximately $28.9 million related to two enclosed retail properties and one open air property, which was sold in 2020, based on the total estimated fair value of $21.0 million and the related carrying value. In the case of the two enclosed retail properties, the impairment charge was attributed to declines in the estimated undiscounted cash flows which resulted in the carrying value not being recoverable. The fair value of each property was based on the respective discounted future cash flows of each property, using a discount rate of 18.5% and a terminal capitalization rate of 15.5%, which were determined using management's assessment of the property operating performance and general market conditions (Level 3 inputs). In the case of the open air property, the impairment charge was due to the change in facts and circumstances when we decided to hold the asset for a shorter period which resulted in the carrying value not being recoverable from the projected cash flows. The fair value was based on an executed purchase and sale agreement (Level 1 input).

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Investment in Unconsolidated Entities, at Equity

9 Months Ended

Sep. 30, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entities, at Equity

Investment in Unconsolidated Entities, at Equity

The Company's investment activity in unconsolidated real estate entities during the nine months ended September 30, 2020 and September 30, 2019 consisted of investments in the following material joint ventures:

•The O'Connor Joint Venture I

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of five enclosed retail properties and related outparcels, consisting of the following: The Mall at Johnson City located in Johnson City, Tennessee; Pearlridge Center located in Aiea, Hawaii; Polaris Fashion Place, located in Columbus, Ohio; Scottsdale Quarter® located in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) located in Leawood, Kansas. We retain management, leasing, legal, construction, and development responsibilities for the O'Connor Joint Venture I.

On December 20, 2019, the O'Connor Joint Venture I closed on the extension of the mortgage loan secured by The Mall at Johnson City. The extension was effective May 6, 2020 and extended the maturity of the mortgage loan to May 6, 2023, with two additional one-year extension options available to the joint venture. The extension required a $5.0 million principal prepayment on May 6, 2020, in addition to funding certain reserve accounts of $10.0 million for future redevelopment and property improvements. On June 11, 2020, and in response to the COVID-19 pandemic, the O'Connor Joint Venture I executed a standstill agreement with the lender that extended the effective date of the extension to December 2020, at which time the O'Connor Joint Venture I may extend the maturity of the mortgage loan pursuant to the terms and payment requirements noted above (see additional details within the forbearance table below). On October 30, 2020, the O'Connor Joint Venture I notified the lender of its intent to fund the payment requirements and extend the maturity of the mortgage loan.

•The O'Connor Joint Venture II

This investment consists of a 51% noncontrolling interest held by the Company in a portfolio of seven retail properties and certain related outparcels, consisting of the following: The Arboretum, located in Austin, Texas; Arbor Hills, located in Ann Arbor, Michigan; Classen Curve and The Triangle at Classen Curve, each located in Oklahoma City, Oklahoma and Nichols Hills Plaza, located in Nichols Hills, Oklahoma (the "Oklahoma City Properties"); Gateway Centers, located in Austin, Texas; Malibu Lumber Yard, located in Malibu, California; Palms Crossing I and II, located in McAllen, Texas; and The Shops at Arbor Walk, located in Austin, Texas (the "O'Connor Joint Venture II"). We retain management, leasing, legal, construction, and development responsibilities for the O'Connor Joint Venture II.

•The Seminole Joint Venture

This investment consisted of a 45% legal interest held by the Company in Seminole Towne Center, an approximate 1.1 million square foot enclosed regional retail property. The Company had no effective financial interest in this property due to preferences. On March 13, 2020, the property held through this venture was transitioned to the lender pursuant to the terms within a deed-in-lieu of foreclosure agreement and all involvement between us and the related property ceased in connection with this transition. We recorded a gain of $15.4 million related to our cash distributions and losses in the Seminole Joint Venture, which is included in gain on disposition of interests in properties, net in the accompanying consolidated statements of operations and comprehensive loss.

Individual agreements specify which services the Company is to provide to each joint venture. The Company, through its affiliates, provides management, leasing, legal, construction and development services for a fee to the joint ventures as noted above. We recorded fee income of $2.1 million and $5.5 million for the three and nine months ended September 30, 2020, respectively, and $3.2 million and $8.7 million for the three and nine months ended September 30, 2019, respectively, which are included in other income in the accompanying consolidated statements of operations and comprehensive loss. Advances to the joint ventures totaled $0.9 million and $0.5 million as of September 30, 2020 and December 31, 2019, respectively, which are included in investment in and advances to unconsolidated entities, at equity in the accompanying consolidated balance sheets. Management deems this balance to be collectible and anticipates repayment within one year.

The following table presents the combined statements of operations for our joint ventures for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total revenues	$	49,210	$	66,173	$	156,774	$	195,812
Operating expenses	24,469		27,597		72,237		81,419
Depreciation and amortization	22,465		26,451		68,770		77,787
Operating income	2,276		12,125		15,767		36,606
Gain (loss) on sale of interests in properties	—		—		2,039		(1,289)
Gain on extinguishment of debt	—		—		15,605		—
Interest expense, taxes, and other, net	(12,296)		(13,249)		(36,865)		(39,232)
Net loss of the Company's unconsolidated real estate entities	$	(10,020)	$	(1,124)	$	(3,454)	$	(3,915)
Our share of loss from the Company's unconsolidated real estate entities	$	(5,515)	$	(241)	$	(11,301)	$	(2,002)

The following table presents the combined balance sheets of our joint ventures as of September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Assets:
Investment properties at cost, net	$	1,842,677	$	1,905,336
Construction in progress	42,855		38,280
Cash and cash equivalents	37,049		43,137
Tenant receivables and accrued revenue, net	48,286		31,238
Deferred costs and other assets (1)	287,139		301,133
Total assets	$	2,258,006	$	2,319,124
Liabilities and Members’ Equity:
Mortgage notes payable	$	1,224,041	$	1,282,307
Accounts payable, accrued expenses, intangibles, and deferred revenues(2)	290,290		297,163
Total liabilities	1,514,331		1,579,470
Members’ equity	743,675		739,654
Total liabilities and members’ equity	$	2,258,006	$	2,319,124
Our share of members’ equity, net	$	391,275	$	384,332
Our share of members’ equity, net	$	391,275	$	384,332
Advances and excess investment	20,648		17,339
Net investment in and advances to unconsolidated entities, at equity(3)	$	411,923	$	401,671

(1)    Includes value of acquired in-place leases and acquired above-market leases with a net book value of $70,163 and $79,457 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(2)    Includes the net book value of below market leases of $37,586 and $45,757 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(3)    Includes $411,923 and $417,092 of investment in and advances to unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively.

In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms1,2
Arbor Hills	$	23,892	4.27	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Arboretum, The	$	59,400	4.13	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Classen Curve & The Triangle at Classen Curve	$	52,779	3.90	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Gateway Centers	$	112,500	4.03	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Mall at Johnson City, The	$	47,689	6.76	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Nichols Hills Plaza	$	12,517	2.65	%	Interest and principal	Interest and principal	3 months ended July 2020	Due at maturity (Jan. 1, 2023)
Polaris Fashion Place	$	239,107	3.94	%	Interest and principal	Interest	3 months ended July 2020	5 months commenced August 2020
Town Center Crossing	$	32,296	4.25	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Town Center Plaza	$	65,345	5.00	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Scottsdale Quarter (Blocks K & M)	$	55,000	4.36	%	Interest only	Interest	3 months ended July 2020	Commenced August 2020 with payments made from excess property cash flow until repaid in full

1 Maturity dates noted include any applicable extension options available to the borrower.

2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020.

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Indebtedness

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Indebtedness

Indebtedness

Mortgage Debt

Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows:

	September 30, 2020		December 31, 2019
Face amount of mortgage loans	$	1,107,498	$	1,117,242
Fair value adjustments, net	1,998		3,463
Debt issuance cost, net	(4,696)		(5,097)
Carrying value of mortgage loans	$	1,104,800	$	1,115,608

A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows:

Balance at December 31, 2019	$	1,115,608
Debt amortization payments	(9,744)
Issuance costs incurred upon debt modifications	(599)
Amortization of fair value and other adjustments	(1,465)
Amortization of debt issuance costs	1,000
Balance at September 30, 2020	$	1,104,800

In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza	$	117,000	3.67	%	Interest only	Interest	6 months ending October 2020	6 months commencing November 2020
Southgate Mall	$	35,000	4.48	%	Interest only	Interest	3 months ended July 2020	Due at maturity (Sept. 27, 2023)
Town Center at Aurora	$	51,000	4.92	%	Interest and principal	Interest and principal	6 months ending October 2020	Commencing November 2020 with payments made from excess property cash flow until repaid in full
Westminster Mall	$	75,674	4.65	%	Interest and principal	Interest and principal	3 months ended August 2020, paid from escrows	Not applicable
Canyon View Marketplace	$	5,046	5.47	%	Interest and principal	Interest and principal	3 months ended July 2020	6 months commenced August 2020
Grand Central Mall	$	38,378	6.05	%	Interest and principal	Interest and principal	3 months ended August 2020	12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)
Lincolnwood Town Center	$	47,252	8.26	%	Interest and principal	Interest and principal	6 months ending October 2020	12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021)

1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020.

2 Maturity dates noted include any applicable extension options available to the borrower.

In addition, the Company is in various stages of discussions relating to additional forbearance agreements for other mortgage obligations, and in certain instances have satisfied the terms of the applicable forbearance agreements, in full, subsequent to September 30, 2020. Certain other mortgage notes payable may be in formal default (see "Covenants" for further details) or placed into special servicing during the forbearance negotiation and repayment periods.

In connection with the forbearance agreement executed on the mortgage note payable secured by Grand Central Mall, located in Parkersburg, West Virginia, the maturity date of the mortgage note payable was extended one year to July 6, 2021.

On April 3, 2020, the Company exercised the third of three options to extend the maturity of the $65.0 million term loan secured by Weberstown Mall, located in Stockton, California, for one year. The extended maturity date is June 8, 2021.

On February 14, 2020, the Company exercised the second of two options to extend the maturity of the $51.0 million mortgage note payable secured by Town Center at Aurora, located in Aurora, Colorado, for one year. The extended maturity is April 1, 2021. Additionally, as part of the aforementioned forbearance agreement, the Company was granted an additional one year extension option, which would extend the maturity to April 1, 2022. The extension option is subject to continued compliance with the terms of the mortgage agreement.

Corporate Debt

On August 13, 2020, the Company entered into amendments to our Facility (as defined below), December 2015 Term Loan (as defined below), and the $65.0 million term loan secured by Weberstown Mall. The amendments, totaling $1.4 billion of consolidated indebtedness, provide certain covenant relief through the third quarter of 2021 in exchange for partial collateralization of certain unencumbered consolidated properties, which can be released starting in the third quarter of 2021 if certain financial conditions are met. The partial collateralization has resulted in temporary security of approximately $1.0 billion of debt that was previously unsecured. The stated interest rates, depending on total leverage levels, ranges from LIBOR plus 2.00% to 2.60%, with a LIBOR floor of 0.50%. Prior to the amendments, the stated interest rates, depending on total leverage levels, ranged from LIBOR plus 1.80% to 2.35%, with no LIBOR floor. The amendments were accounted for as debt modifications, and the Company capitalized approximately $7.8 million of issuance costs, which are being amortized to interest expense over the respective remaining debt term.

On June 22, 2020, in order to accelerate repayment and bolster liquidity, the Company accepted the terms of a reduced payoff of the $55.0 million bridge financing provided in connection with the failed sale and leaseback noted below. In exchange for settling the bridge financing, the Company received $30.0 million in cash and the buyer/lessor reduced monthly payments that we owe under the leases totaling approximately $15.7 million over 27 months, commencing July 1, 2020. The present value of the reduced rent payments was reclassified from note receivable to other indebtedness, which is presented net of the accretion adjustment in the table below, and the Company recorded an impairment on the note receivable of approximately $11.2 million in connection with the extinguishment. The proceeds were used for general corporate purposes.

On February 28, 2020, the Company redeemed the Exchange Notes in advance of the April 1, 2020 maturity date. The repayment was funded utilizing borrowings on the Revolver.

The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Notes payable:
Face amount - the Exchange Notes(1)	$	—	$	250,000
Face amount - Senior Notes due 2024(2)	720,900		720,900
Debt discount, net	(6,728)		(7,864)
Debt issuance costs, net	(4,387)		(5,470)
Total carrying value of notes payable	$	709,785	$	957,566
Term loans:(7)
Face amount - Term Loan(3)(4)	$	350,000	$	350,000
Face amount - December 2015 Term Loan(5)	340,000		340,000
Debt issuance costs, net	(6,525)		(3,358)
Total carrying value of term loans	$	683,475	$	686,642
Revolving credit facility:(3)(6)
Face amount	$	647,000	$	207,000
Debt issuance costs, net	(5,126)		(2,855)
Total carrying value of revolving credit facility	$	641,874	$	204,145
Other indebtedness:(8)
Anticipated settlement amount	$	109,285	$	109,285
Debt issuance costs, net	(1,522)		(1,561)
Future accretion, net	(21,701)		(10,123)
Total carrying value of other indebtedness	$	86,062	$	97,601

(1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum.

(2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024.

(3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility."

(4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on December 30, 2022. We have interest rate swap agreements totaling $250.0 million, which effectively fix the interest rate on a portion of the Term Loan at 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%.

(5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on January 10, 2023. We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.66% per annum through maturity.

(6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, and will initially mature on December 30, 2021, subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels.

(7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

(8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period.

Covenants

Our corporate debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2020, management believes the Company is in compliance with all applicable covenants of its corporate debt.

The total balance of mortgages was approximately $1.1 billion as of September 30, 2020. At September 30, 2020, certain of our consolidated subsidiaries were the borrowers under 20 non-recourse loans and two full-recourse loans secured by mortgages encumbering 24 properties, including one separate pool of cross-defaulted and cross-collateralized mortgages encumbering a total of four properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral.

On May 26, 2020, we received a notice of default letter, dated May 14, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $40.9 million mortgage loan secured by Port Charlotte Town Center, located in Port Charlotte, Florida. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. The borrower has initiated short-term forbearance discussions with the special servicer regarding this non-recourse loan in an effort to cure the default. The Company continues to manage and lease the property. No further default notice has been issued by the special servicer to the borrower regarding this obligation.

On May 22, 2020, we received a notice of default letter, dated May 21, 2020, from the special servicer to the borrower, a consolidated subsidiary of WPG L.P., concerning the $47.3 million mortgage loan secured by Lincolnwood Town Center, located in Lincolnwood, Illinois. The notice was issued by the special servicer because the borrower elected to not pay the May 2020 mortgage payment due to disruption caused by COVID-19. On September 14, 2020, the borrower executed a forbearance agreement, effective May 1, 2020, which deferred required debt service payments from May 2020 through October 2020. The Company continues to manage and lease the property.

On February 21, 2020, we received a letter, dated that same date, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $33.1 million mortgage loan secured by Muncie Mall, located in Muncie, Indiana, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On April 14, 2020, the Company received notification that a receiver had been appointed to manage and lease the property. An affiliate of the Company continues to hold title to the property.

On November 5, 2019, we received a letter dated October 30, 2019, from the lender notifying the borrower, a consolidated subsidiary of WPG L.P., that the $45.1 million mortgage loan secured by Charlottesville Fashion Square, located in Charlottesville, Virginia, was transferred to special servicing because the borrower notified the lender that future projected cash flows will be insufficient to ensure future compliance with the mortgage loan due to the loss of certain tenants. The borrower has initiated discussions with the special servicer regarding this non-recourse loan and is considering various options. On March 17, 2020, we received notification that a receiver had been appointed to manage, insure, and lease the property. An affiliate of the Company still holds title to the property.

In addition and in response to the COVID-19 pandemic, separate borrowers, each a consolidated subsidiary of WPG L.P., elected to not make monthly debt service payments beginning in April 2020 on the $17.2 million mortgage loan secured by Anderson Mall, located in Anderson, South Carolina, and the $36.1 million mortgage loan secured by Oak Court Mall & Offices, located in Memphis, Tennessee. The borrowers continue to have discussions with the special servicers of each non-recourse loan and are considering various options.

At September 30, 2020, management believes the applicable borrowers under our other non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. The Company has assessed each of the defaulted properties for impairment indicators and have concluded no impairment charges were warranted as of September 30, 2020.

Gain on Extinguishment of Debt, Net

During the three and nine months September 30, 2019, the Company recognized a net gain of $38.9 million related to the retirement of $29.1 million of Senior Notes due 2024 and the $45.2 million mortgage debt cancellation and ownership transfer of Towne West Square, which is included in gain on extinguishment of debt, net in the consolidated statements of operations and comprehensive loss for the periods then ended.

Fair Value of Debt

The carrying values of our variable-rate loans approximate their fair values. We estimate the fair values of fixed-rate mortgages and fixed-rate corporate debt (including variable-rate corporate debt swapped to fixed-rate and our other indebtedness, as discussed above) using cash flows discounted at current borrowing rates or Level 2 inputs. We estimate the fair values of consolidated fixed-rate unsecured notes payable using Level 1 quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities or Level 2 inputs.

The book value and fair value of these financial instruments and the related discount rate assumptions as of September 30, 2020 and December 31, 2019 are summarized as follows:

	September 30, 2020		December 31, 2019
Book value of fixed-rate mortgages(1)	$1,042,498		$1,052,242
Fair value of fixed-rate mortgages	$1,067,980		$1,062,205
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages	3.76	%	4.24	%
Book value of fixed-rate corporate debt(1)	$1,420,185		$1,670,185
Fair value of fixed-rate corporate debt	$1,143,252		$1,687,847
Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt	10.29	%	6.07	%

(1) Excludes debt issuance costs and applicable debt discounts.

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Derivative Financial Instruments

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments related to the Company's borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives the Company primarily uses interest rate swaps or caps as part of its interest rate risk management strategy. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in other comprehensive income ("OCI") or other comprehensive loss (“OCL”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed-rate financings or refinancings continue to be included in accumulated other comprehensive income or loss ("AOCI" or "AOCL") during the term of the hedged debt transaction.

Amounts reported in AOCL relate to derivatives that will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. Realized gains or losses on settled derivative instruments included in AOCL are recognized as an adjustment to income over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $10.8 million will be reclassified as an increase to interest expense. As of September 30, 2020, the Company had 11 outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a current notional value of $640.5 million.

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2020 and December 31, 2019:

Derivatives designated as hedging instruments:		Balance Sheet Location	September 30, 2020		December 31, 2019
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles, and deferred revenue	$	17,637	$	6,592

There were no asset derivative instruments at September 30, 2020 and December 31, 2019. The liability derivative instruments were reported at their fair value of $17,637 and $6,592 at September 30, 2020 and December 31, 2019, respectively, with a corresponding adjustment to OCL for the unrealized gains and losses (net of noncontrolling interest allocation). Over time, the unrealized gains and losses held in AOCL will be reclassified to earnings. This reclassification will correlate with the recognition of the hedged interest payments in earnings.

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2020 and 2019:

Derivatives in Cash Flow Hedging Relationships (Interest rate products)	Location of Gain or Loss Recognized in Income on Derivatives	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2020		2019		2020		2019
Amount of Gain or (Loss) Recognized in OCL on Derivative	Interest expense	$	179	$	(2,099)	$	(17,790)	$	(15,619)
Amount of Loss or (Gain) Reclassified from AOCL into Income	Interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019:

Effect of Cash Flow Hedges on Consolidated Statements of Operations	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(39,725)	$	(38,833)	$	(115,805)	$	(114,806)
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

Credit Risk-Related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision that if the Company either defaults or is capable of being declared in default on any of its consolidated indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with its derivative counterparties that incorporate the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

As of September 30, 2020, the fair value of the derivatives in a net liability position, plus accrued interest but excluding any adjustment for nonperformance risk, related to these agreements was $17,637. As of September 30, 2020, the Company has not posted any collateral related to these agreements. The Company is not in default with any of these provisions as of September 30, 2020. If the Company had breached any of these provisions at September 30, 2020, it would have been required to settle its obligation under these agreements at their termination value of $17,637.

Fair Value Considerations

Currently, the Company uses interest rate swaps and caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. Based on these inputs the Company has determined that its interest rate swap and cap valuations are classified within Level 2 of the fair value hierarchy.

To comply with the provisions of Topic 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The tables below presents the Company’s net assets and (liabilities) measured at fair value as of September 30, 2020 and December 31, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2020
Derivative instruments, net	$	—	$	(17,637)	$	—	$	(17,637)

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2019
Derivative instruments, net	$	—	$	(6,592)	$	—	$	(6,592)

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Rental Income

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Rental Income

Rental Income

We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes a fixed minimum rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses included in common area maintenance, or CAM, and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of operating lease payments is probable.

We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease (CAM) component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842.

Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

The following table summarizes our rental income for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Operating lease payments, fixed	$	111,367	$	135,046	$	368,238	$	417,395
Operating lease payments, variable	27,244		19,220		59,245		53,679
Amortization of straight-line rent, inducements, and rent abatements	1,514		1,227		(19,263)		3,499
Net amortization/accretion of above and below-market leases	4,831		975		7,649		5,425
Change in estimate of collectibility of rental income	(24,818)		(1,857)		(52,448)		(5,884)
Total rental income	$	120,138	$	154,611	$	363,421	$	474,114

Included in the amounts presented for the three and nine months ended September 30, 2020 are rent abatements of $0.7 million and $22.7 million, respectively and a change in our estimate of collectibility of rental income of $24.8 million and $47.2 million, respectively, including the write-off of accrued (straight-line) rent, in response to the COVID-19 pandemic.

Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of September 30, 2020 are as follows:

2020 (October - December)	$	116,849
2021	412,506
2022	347,653
2023	286,976
2024	226,519
Thereafter	691,078
	$	2,081,581

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Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Equity

Equity

Reverse Share Split

On August 6, 2020, the Board authorized a one-for-nine reverse share split of WPG Inc.’s common shares and WPG L.P. operating units, subject to common shareholder approval. If the reverse share split is approved by the Company's common shareholders and implemented by the Board, all outstanding equity awards under the Company's equity plans would be adjusted by the conversion ratio relating to the reverse share split. Upon shareholder approval and as a result of the reverse share split, each nine shares of the Company's issued and outstanding common shares/units will be automatically combined and converted into one issued and outstanding common share/unit. WPG Inc. plans to hold a virtual special meeting of common shareholders of WPG Inc. to vote on the recommendation on Thursday, December 17, 2020 (the "Meeting"). The implementation of the reverse share split is intended to increase the per share trading price of WPG Inc.’s common shares in order to satisfy the continued listing criteria set forth in Section 802.01C of the Listed Company Manual of the New York Stock Exchange and cure the noncompliance notification received by WPG Inc. on April 28, 2020. The Company's proxy solicitation relating to this meeting has commenced.

Exchange Rights

Subject to the terms of the limited partnership agreement of WPG L.P., limited partners in WPG L.P. have, at their option, the right to exchange all or any portion of their units for shares of WPG Inc. common stock on a one‑for‑one basis or cash, as determined by WPG Inc. Therefore, the common units held by limited partners are considered by WPG Inc. to be share equivalents and classified as noncontrolling interests within permanent equity, and classified by WPG L.P. as permanent equity. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the market value of WPG Inc.'s common stock as determined pursuant to the terms of the WPG L.P. Partnership Agreement. At September 30, 2020, WPG Inc. had reserved 34,479,892 shares of common stock for possible issuance upon the exchange of units held by WPG L.P. limited partners.

The holders of the Series I-1 Preferred Units have, at their option, the right to have their units purchased by WPG L.P. subject to the satisfaction of certain conditions. Therefore, the Series I-1 Preferred Units are classified as redeemable noncontrolling interests outside of permanent equity.

Stock Based Compensation

On May 28, 2014, the WPG Inc. Board of Directors (the "Board") adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "2014 Plan"), which permitted the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or any affiliate. An aggregate of 10,000,000 shares of common stock were reserved for issuance, with a maximum number of awards to be granted to a participant in any calendar year of 500,000 shares/units. On May 16, 2019, the common shareholders of WPG Inc. approved the Washington Prime Group, L.P. 2019 Stock Incentive Plan (the "2019 Plan"), which replaced the 2014 Plan with respect to the issuance of new awards. The Board and its Compensation Committee (the "Committee") previously approved and adopted the 2019 Plan, subject to WPG Inc. common shareholder approval, during the Board and Committee's regular meetings in February 2019. An aggregate of 7,290,000 shares of common stock are reserved for issuance, excluding carryover shares from the 2014 Plan. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") or other stock-based awards in WPG Inc., long term incentive units ("LTIP units" or "LTIPs") or performance units ("Performance LTIP Units") in WPG L.P. The 2019 Plan terminates on May 16, 2029.

The following is a summary by type of the awards that the Company issued during the nine months ended September 30, 2020 and September 30, 2019 under the 2014 Plan and 2019 Plan.

Annual Long-Term Incentive Awards

During the nine months ended September 30, 2020 and 2019, the Company approved the terms and conditions of the 2020 and 2019 annual awards (the "2020 Annual Long-Term Incentive Awards" and "2019 Long-Term Incentive Awards," respectively) for certain executive officers and employees of the Company. Under the terms of the awards program, each participant is provided the opportunity to receive (i) time-based RSUs and (ii) performance-based stock units ("PSUs"). RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. RSUs will vest in one-third installments on each annual anniversary of the respective Grant Date (as referenced below), subject to the participant's continued employment with the Company through each vesting date and the participant's continued compliance with certain applicable covenants. During the service period, dividend equivalents will be paid in cash accruals or under some circumstances, common shares, with respect to the RSUs corresponding to the amount of any cash dividends paid by the Company to the Company's common shareholders for the applicable dividend payment dates. Compensation expense is recognized on a straight-line basis over the three year vesting term. Actual PSUs earned may range from 0%-150% of the PSUs allocated to the award recipient, based on the Company's total shareholder return ("TSR") compared to a peer group based on companies with similar assets and revenue over a three-year performance period that commenced on the respective Grant Date (as referenced below). During the performance period, dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which will be settled in common shares at the same time and only to the extent that the underlying PSU is earned and settled in common shares. Payout of the PSUs is also subject to the participant’s continued employment with the Company through the end of the performance period. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the three-year performance period.

The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively:

	2020 Annual Long-Term Incentive Awards	2019 Annual Long-Term Incentive Awards
Grant Date	February 25, 2020	February 20, 2019
RSUs issued	1,373,422	572,163
Grant date fair value per unit	$2.41	$5.77
PSUs issued	1,373,422	572,163
Grant date fair value per unit	$1.74	$4.98

During the nine months ended September 30, 2020, the performance period related to PSUs awarded in conjunction with the 2017 annual awards ended. There was no payout as the Company's TSR rank did not exceed the minimum required threshold for payout and 262,787 PSUs were forfeited.

WPG Restricted Stock Units

During the nine months ended September 30, 2020 and 2019, the Company awarded 1,231,188 RSUs, with a grant date fair value of $0.8 million, and 331,792 RSUs, with a grant-date fair value of $1.5 million, respectively, to certain employees and non-employee members of the Board. The RSUs are service-based awards and the related fair value is expensed over the applicable service periods, except in instances that result in accelerated vesting due to severance arrangements or retirement of Board members.

Stock Options

During the nine months ended September 30, 2020, no stock options were granted to employees, no stock options were exercised by employees and 31,434 stock options were canceled, forfeited or expired. As of September 30, 2020, there were 569,855 stock options outstanding. During the nine months ended September 30, 2019, no stock options were granted to employees, 391 stock options were exercised by employees and 66,053 stock options were canceled, forfeited or expired.

Other Compensation Arrangements

On August 2, 2019, in connection with the execution of an employment agreement, the Committee granted Mr. Louis G. Conforti, the Company's Chief Executive Officer and Director, a retention award of 500,000 RSUs, with a grant date fair value of $1.8 million, and 500,000 PSUs, at target with a grant date fair value of $1.2 million, for his continued service through August 2, 2024. RSUs represent a contingent right to receive one WPG Inc. common share for each vested RSU. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional RSUs, which themselves will accrue dividend equivalents, and will be paid out if and when the underlying RSU vests. The RSUs will vest in one-third installments on August 2, 2022, 2023, and 2024, subject to Mr. Conforti's continued employment through such applicable date. Compensation expense is recognized on a straight-line basis over the five year vesting term.

Actual PSUs earned may range from 0%-200% of the PSUs awarded based on the Company's annualized TSR over a three year performance period that commenced on August 2, 2019, provided Mr. Conforti's continued employment through the vesting date. Dividend equivalents corresponding to the amount of any regular cash dividends paid by the Company to the Company’s common shareholders for the applicable dividend payment dates will accrue and be deemed reinvested in additional PSUs, which themselves will accrue dividend equivalents, and will be earned when and if the underlying PSU vests. Earned PSUs, if any, vest in one-third installments on August 2, 2022, 2023, and 2024. The PSUs were valued through the use of a Monte Carlo model and the related compensation expense is recognized over the five year term on a graded-vesting basis based on the applicable vesting period of the PSUs.

Share Award Related Compensation Expense

During the three and nine months ended September 30, 2020, the Company recorded compensation expense pertaining to the awards granted of $1.8 million and $5.6 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2019, the Company recorded compensation expense pertaining to the awards granted of $2.1 million and $5.9 million, respectively, in general and administrative and property operating expense within the consolidated statements of operations and comprehensive loss. In certain instances, employment agreements and stock compensation programs provide for accelerated vesting when executives are terminated without cause. Additionally, the Committee may, in its discretion, accelerate the vesting for retiring Board members.

Distributions

For the three months ended September 30, 2020, no common share/unit dividends were declared by the Board as common share/unit dividends were temporarily suspended in April 2020 in response to the COVID-19 pandemic. For the nine months ended September 30, 2020, the Board declared common share/unit dividends of $0.125. During the three and nine months ended September 30, 2019, the Board declared common share/unit dividends of $0.25 and $0.75 per common share/unit, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Concentration of Credit Risk

Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the enclosed retail properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

Lease Commitments

As of September 30, 2020, a total of four consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2026 to 2076. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental plus a percentage rent component based upon the revenues or total sales of the property. Some of these leases also include escalation clauses and renewal options. For the three and nine months ended September 30, 2020, we incurred ground lease expense of $243 and $574, respectively, of which $5 and $15, respectively, related to straight-line rent expense, which is included in ground rent in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred ground lease expense of $215 and $613, respectively, of which $5 and $15, respectively, related to straight-line rent expense. Additionally, the Company has two material office leases and one material garage lease. The termination dates of these leases range from 2023 to 2026. These leases generally require us to make fixed annual rental payments, plus our share of CAM expense and real estate taxes and insurance. For the three and nine months ended September 30, 2020, we incurred lease expense of $637 and $1,898, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. For the three and nine months ended September 30, 2019, we incurred lease expense of $681 and $1,975, respectively.

Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of September 30, 2020 are as follows:

2020 (October - December)	$	513
2021	2,069
2022	2,099
2023	1,427
2024	999
Thereafter	20,378
Total lease payments	27,485
Less: Discount	15,824
Present value of lease liabilities	$	11,661

The weighted average remaining lease term for our consolidated operating leases was 20.1 years and the weighted average discount rate for determining the lease liabilities was 8.8% at September 30, 2020. The discount rates utilized in calculating the lease liabilities represents our estimate of the Company's incremental borrowing rate over the terms that correspond to the leases. We had no financing leases as of September 30, 2020.

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Loss Per Common Share/Unit

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Loss Per Common Share/Unit

Loss Per Common Share/Unit

WPG Inc. Loss Per Common Share

We determine WPG Inc.'s basic loss per common share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG Inc.'s diluted loss per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

The following table sets forth the computation of WPG Inc.'s basic and diluted loss per common share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Share, Basic:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Weighted average shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Loss per common share, basic	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
Loss Per Common Share, Diluted:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Net loss attributable to limited partner unitholders	(7,892)		(812)		(22,206)		(4,954)
Net loss attributable to common shareholders - diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Weighted average operating partnership units outstanding	34,479,892		34,735,136		34,519,629		34,739,598
Weighted average common shares outstanding - diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common share, diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable outstanding stock options, restricted stock units, and performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared.

WPG L.P. Loss Per Common Unit

We determine WPG L.P.'s basic loss per common unit based on the weighted average number of common units outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine WPG L.P.'s diluted loss per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

The following table sets forth the computation of WPG L.P.'s basic and diluted loss per common unit:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Unit, Basic & Diluted:
Net loss attributable to common unitholders - basic and diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common units outstanding - basic & diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common unit, basic & diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

For the three and nine months ended September 30, 2020 and 2019, additional potentially dilutive securities include contingently-issuable units related to WPG Inc.'s outstanding stock options, restricted stock units, and WPG Inc.'s performance based components of annual or special arrangement awards. For the three and nine months ended September 30, 2020, the potential dilutive effect of 569,855 contingently-issuable outstanding stock options, 601,711 restricted stock units and 2,867,838 performance based components of annual or special arrangement awards were excluded as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, the potential dilutive effect of 613,297 contingently-issuable outstanding stock options, 538,700 restricted stock units, and 1,765,308 performance based components of annual awards were excluded as their inclusion would be anti-dilutive. We accrue distributions when they are declared.

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Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn November 5, 2020, the Company executed a purchase and sale agreement to sell Westminster Mall, located in Westminster, California, to a third party real estate developer. The Company will retain certain parcels and will retain the retail component of the mixed use redevelopment. The purchase price is approximately $160.0 million, subject to a final true-up adjustment based on final entitlements, and the Company expects to receive, at close, net cash proceeds in excess of $50.0 million after repaying the $75.7 million mortgage note payable and settling estimated costs to close and other obligations. The Company expects to close on this transaction in 2022, subject to diligence, entitlements, and customary closing requirements.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures and discloses its fair value measurements in accordance with Accounting Standards Codification ("ASC") Topic 820 - “Fair Value Measurement” (“Topic 820”). The fair value hierarchy, as defined by Topic 820, contains three levels of inputs that may be used to measure fair value as follows:

•Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

•Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, such as interest rates, foreign exchange rates, and yield curves, that are observable at commonly quoted intervals.

•Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity's own assumptions, as there is little, if any, related market activity.

The asset or liability's fair value within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Under Topic 820, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction at the measurement date and under current market conditions.

Use of Estimates

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with GAAP. This requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment Disclosure

Segment Disclosure

Our primary business is the ownership, development and management of retail real estate. We have aggregated our operations, including enclosed retail properties and open air properties, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.

New Accounting Pronouncements

New Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. We adopted this ASU on January 1, 2020, noting our seller-provided bridge financing associated with our other indebtedness (see Note 6 - "Indebtedness" for further details) and certain other miscellaneous accounts are in scope of ASU 2016-13. However, there was no impact to our consolidated financial statements at adoption.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, "Leases." Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification, can account for the concession as though enforceable rights and obligations for those concessions existed (regardless of whether these enforceable rights and obligations for the concessions explicitly exist in the contract). Both lessees and lessors may make this election. For all concessions that did not result in a substantial increase in the rights of the lessor or the obligations of the lessees, the Company elected to adopt this optional relief in the second quarter of 2020, resulting in abatements granted in the period being recognized as negative variable revenue during the period of abatement. Concessions in the form of rent deferrals were effectively accounted for as if the lease was unchanged, though in all cases receivables were evaluated under the collectibility guidance in Topic 842.

In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." ASU 2020-04 provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Inter-Bank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR"). Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met. If elected, an entity would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Entities electing relief would need to apply it consistently for all eligible modified contracts accounted for under a particular codification topic or industry subtopic. Additionally, entities can elect various optional expedients that would allow them to continue to apply hedge accounting for hedging relationships affected by reference rate reform, if certain criteria are met. Entities electing relief related to hedging relationships can generally elect to apply the optional expedients on a hedge-by-hedge basis.

The guidance is effective upon issuance and can be applied to modifications of existing contracts made after January 1, 2020 and can be applied to eligible hedging relationships existing as of or entered into after the same date. The relief is temporary and cannot be applied to contract modifications that occur after December 31, 2022 or hedging relationships entered into or evaluated after that date. However, certain optional expedients can be applied to hedging relationships evaluated in periods after December 31, 2022. As of September 30, 2020, we had approximately $812.0 million (excluding debt issuance costs of $11.7 million) of our aggregate consolidated indebtedness that was indexed to LIBOR. In addition, as of September 30, 2020, we had approximately $640.5 million of consolidated indebtedness swapped to LIBOR plus a fixed spread under hedging relationships. During the third quarter of 2020, we modified the underlying debt agreements governing the amounts above for reasons unrelated to reference rate reform, which required us to apply modification accounting regardless of whether alternative reference rate language was added or already existed within these agreements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Lessor, Leases

We receive rental income from the leasing of retail and other space under operating leases, as we retain substantially all of the risks and benefits of ownership of the investment properties. The majority of these leases contain extension options, typically at the lessee's election, and/or early termination provisions. Further, our leases do not contain any provisions that would allow the lessee to purchase the underlying assets throughout the lease term. In most cases, consideration received typically includes a fixed minimum rent component, reimbursement of a fixed portion of our property operating expenses, including utility, security, janitorial, landscaping, food court and other administrative expenses included in common area maintenance, or CAM, and reimbursement of lessor costs such as real estate taxes and insurance, computed based upon a formula in accordance with the lease terms. When not reimbursed by the fixed CAM component, CAM expense reimbursements and lessor costs are based on the tenant's proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. Additionally, a large number of our tenants are also required to pay overage rents based on sales during the applicable lease year over a base amount stated in the lease agreement. We recognize overage rents only when each tenant's sales exceed the applicable sales threshold as defined in their lease. We also collect lease termination income from tenants to allow for the tenant to vacate their space prior to their scheduled lease termination date. We recognize lease termination income in the period when a termination agreement is signed, collectability is assured, and we are no longer obligated to provide space to the tenant. In the event that a tenant is in bankruptcy when the termination agreement is signed, termination fee income is deferred and recognized when, and if, it is received. We record an adjustment to rental income in the period there is a change in our assessment of whether the collectibility of operating lease payments is probable.

We have elected the practical expedient in ASU 2016-02 to not separate non-lease components from lease components as our underlying leases qualify as operating leases and the timing and pattern of transfer of the lease and non-lease components are the same. We note that the predominant component of our leases is the lease component and thus account for the combined lease and non-lease (CAM) component of the non-cancelable lease term on a straight-line basis in accordance with ASC 842.

Rental income also includes accretion related to above-market and below-market lease intangibles related to the acquisition of operating properties. We amortize any tenant inducements as a reduction of rental income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following is a summary of our beginning and ending cash, cash equivalents and restricted cash totals as presented in our statements of cash flows for the nine months ended September 30, 2020 and 2019:

	Balance at September 30,				Balance at December 31,
	2020		2019		2019		2018
Cash and cash equivalents	$	95,328	$	36,003	$	41,421	$	42,542
Restricted cash	35,745		37,408		34,054		18,542
Total cash, cash equivalents and restricted cash	$	131,073	$	73,411	$	75,475	$	61,084

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Investment in Real Estate (Tables)

9 Months Ended

Sep. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Summary of Key Terms of Each of the Closings

The following table summarizes the key terms of each of the closings that occurred during the three and nine months ended September 30, 2020:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
February 13, 2020	2	$	1,961	$	1,945
September 17, 2020	1	2,072		2,063
	3	$	4,033	$	4,008

The following table summarizes the key terms of each of the closings with Four Corners that occurred during the three and nine months ended September 30, 2019:

Sales Date	Parcels Sold	Purchase Price		Sales Proceeds
January 18, 2019	8	$	9,435	$	9,364
February 11, 2019	1	2,766		2,720
April 3, 2019	1	2,048		2,016
June 28, 2019	3	3,050		3,031
August 1, 2019	1	1,210		1,199
August 29, 2019	1	3,397		3,394
September 16, 2019	1	3,205		3,118
September 27, 2019	2	4,412		4,377
	18	$	29,523	$	29,219

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Investment in Unconsolidated Entities, at Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entities, at Equity

The following table presents the combined statements of operations for our joint ventures for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total revenues	$	49,210	$	66,173	$	156,774	$	195,812
Operating expenses	24,469		27,597		72,237		81,419
Depreciation and amortization	22,465		26,451		68,770		77,787
Operating income	2,276		12,125		15,767		36,606
Gain (loss) on sale of interests in properties	—		—		2,039		(1,289)
Gain on extinguishment of debt	—		—		15,605		—
Interest expense, taxes, and other, net	(12,296)		(13,249)		(36,865)		(39,232)
Net loss of the Company's unconsolidated real estate entities	$	(10,020)	$	(1,124)	$	(3,454)	$	(3,915)
Our share of loss from the Company's unconsolidated real estate entities	$	(5,515)	$	(241)	$	(11,301)	$	(2,002)

Schedule of Combined Balance Sheets for Unconsolidated Venture Properties

The following table presents the combined balance sheets of our joint ventures as of September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Assets:
Investment properties at cost, net	$	1,842,677	$	1,905,336
Construction in progress	42,855		38,280
Cash and cash equivalents	37,049		43,137
Tenant receivables and accrued revenue, net	48,286		31,238
Deferred costs and other assets (1)	287,139		301,133
Total assets	$	2,258,006	$	2,319,124
Liabilities and Members’ Equity:
Mortgage notes payable	$	1,224,041	$	1,282,307
Accounts payable, accrued expenses, intangibles, and deferred revenues(2)	290,290		297,163
Total liabilities	1,514,331		1,579,470
Members’ equity	743,675		739,654
Total liabilities and members’ equity	$	2,258,006	$	2,319,124
Our share of members’ equity, net	$	391,275	$	384,332
Our share of members’ equity, net	$	391,275	$	384,332
Advances and excess investment	20,648		17,339
Net investment in and advances to unconsolidated entities, at equity(3)	$	411,923	$	401,671

(1)    Includes value of acquired in-place leases and acquired above-market leases with a net book value of $70,163 and $79,457 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes right-of-use assets of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(2)    Includes the net book value of below market leases of $37,586 and $45,757 as of September 30, 2020 and December 31, 2019, respectively. Additionally, includes lease liabilities of $173,226 and $172,991 related to ground leases for which our joint ventures are the lessees as of September 30, 2020 and December 31, 2019, respectively.

(3)    Includes $411,923 and $417,092 of investment in and advances to unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively, and $0 and $15,421 of cash distributions and losses in unconsolidated entities, at equity as of September 30, 2020 and December 31, 2019, respectively.

Schedule of Forbearance Agreements

In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms1,2
Arbor Hills	$	23,892	4.27	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Arboretum, The	$	59,400	4.13	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Classen Curve & The Triangle at Classen Curve	$	52,779	3.90	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Gateway Centers	$	112,500	4.03	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Mall at Johnson City, The	$	47,689	6.76	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Nichols Hills Plaza	$	12,517	2.65	%	Interest and principal	Interest and principal	3 months ended July 2020	Due at maturity (Jan. 1, 2023)
Polaris Fashion Place	$	239,107	3.94	%	Interest and principal	Interest	3 months ended July 2020	5 months commenced August 2020
Town Center Crossing	$	32,296	4.25	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Town Center Plaza	$	65,345	5.00	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Scottsdale Quarter (Blocks K & M)	$	55,000	4.36	%	Interest only	Interest	3 months ended July 2020	Commenced August 2020 with payments made from excess property cash flow until repaid in full

1 Maturity dates noted include any applicable extension options available to the borrower.

2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020.

In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza	$	117,000	3.67	%	Interest only	Interest	6 months ending October 2020	6 months commencing November 2020
Southgate Mall	$	35,000	4.48	%	Interest only	Interest	3 months ended July 2020	Due at maturity (Sept. 27, 2023)
Town Center at Aurora	$	51,000	4.92	%	Interest and principal	Interest and principal	6 months ending October 2020	Commencing November 2020 with payments made from excess property cash flow until repaid in full
Westminster Mall	$	75,674	4.65	%	Interest and principal	Interest and principal	3 months ended August 2020, paid from escrows	Not applicable
Canyon View Marketplace	$	5,046	5.47	%	Interest and principal	Interest and principal	3 months ended July 2020	6 months commenced August 2020
Grand Central Mall	$	38,378	6.05	%	Interest and principal	Interest and principal	3 months ended August 2020	12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)
Lincolnwood Town Center	$	47,252	8.26	%	Interest and principal	Interest and principal	6 months ending October 2020	12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021)

1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020.

2 Maturity dates noted include any applicable extension options available to the borrower.

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Indebtedness (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Total mortgage indebtedness at September 30, 2020 and December 31, 2019 was as follows:

	September 30, 2020		December 31, 2019
Face amount of mortgage loans	$	1,107,498	$	1,117,242
Fair value adjustments, net	1,998		3,463
Debt issuance cost, net	(4,696)		(5,097)
Carrying value of mortgage loans	$	1,104,800	$	1,115,608

Roll Forward of Mortgage Indebtedness

A roll forward of mortgage indebtedness from December 31, 2019 to September 30, 2020 is summarized as follows:

Balance at December 31, 2019	$	1,115,608
Debt amortization payments	(9,744)
Issuance costs incurred upon debt modifications	(599)
Amortization of fair value and other adjustments	(1,465)
Amortization of debt issuance costs	1,000
Balance at September 30, 2020	$	1,104,800

Schedule of Forbearance Agreements

In response to the COVID-19 pandemic, the Company, on behalf of the O'Connor Joint Venture I and O'Connor Joint Venture II, has executed the following forbearance agreements related to various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms1,2
Arbor Hills	$	23,892	4.27	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Arboretum, The	$	59,400	4.13	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Classen Curve & The Triangle at Classen Curve	$	52,779	3.90	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Gateway Centers	$	112,500	4.03	%	Interest only	Interest	3 months ended July 2020	5 months commenced August 2020
Mall at Johnson City, The	$	47,689	6.76	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Nichols Hills Plaza	$	12,517	2.65	%	Interest and principal	Interest and principal	3 months ended July 2020	Due at maturity (Jan. 1, 2023)
Polaris Fashion Place	$	239,107	3.94	%	Interest and principal	Interest	3 months ended July 2020	5 months commenced August 2020
Town Center Crossing	$	32,296	4.25	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Town Center Plaza	$	65,345	5.00	%	Interest and principal	Interest and principal	3 months ended July 2020	12 months commenced August 2020
Scottsdale Quarter (Blocks K & M)	$	55,000	4.36	%	Interest only	Interest	3 months ended July 2020	Commenced August 2020 with payments made from excess property cash flow until repaid in full

1 Maturity dates noted include any applicable extension options available to the borrower.

2 In certain instances, the terms of the applicable forbearance agreements were satisfied, in full, subsequent to September 30, 2020.

In response to the COVID-19 pandemic, the Company has executed the following forbearance agreements on its various mortgage notes outstanding as of September 30, 2020:

Property	Principal Outstanding		Interest Rate1		Monthly Service Terms	Description of Relief	Duration of Forbearance	Repayment Terms2
Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza	$	117,000	3.67	%	Interest only	Interest	6 months ending October 2020	6 months commencing November 2020
Southgate Mall	$	35,000	4.48	%	Interest only	Interest	3 months ended July 2020	Due at maturity (Sept. 27, 2023)
Town Center at Aurora	$	51,000	4.92	%	Interest and principal	Interest and principal	6 months ending October 2020	Commencing November 2020 with payments made from excess property cash flow until repaid in full
Westminster Mall	$	75,674	4.65	%	Interest and principal	Interest and principal	3 months ended August 2020, paid from escrows	Not applicable
Canyon View Marketplace	$	5,046	5.47	%	Interest and principal	Interest and principal	3 months ended July 2020	6 months commenced August 2020
Grand Central Mall	$	38,378	6.05	%	Interest and principal	Interest and principal	3 months ended August 2020	12 months commenced September 2020, but outstanding payments due at maturity (July 6, 2021)
Lincolnwood Town Center	$	47,252	8.26	%	Interest and principal	Interest and principal	6 months ending October 2020	12 months commencing November 2020, but outstanding payments due at maturity (April 1, 2021)

1 Rates disclosed include any applicable default rate premium to the extent a formal default event occurred as of September 30, 2020.

2 Maturity dates noted include any applicable extension options available to the borrower.

Schedule of Debt

The following table identifies our total corporate debt outstanding at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Notes payable:
Face amount - the Exchange Notes(1)	$	—	$	250,000
Face amount - Senior Notes due 2024(2)	720,900		720,900
Debt discount, net	(6,728)		(7,864)
Debt issuance costs, net	(4,387)		(5,470)
Total carrying value of notes payable	$	709,785	$	957,566
Term loans:(7)
Face amount - Term Loan(3)(4)	$	350,000	$	350,000
Face amount - December 2015 Term Loan(5)	340,000		340,000
Debt issuance costs, net	(6,525)		(3,358)
Total carrying value of term loans	$	683,475	$	686,642
Revolving credit facility:(3)(6)
Face amount	$	647,000	$	207,000
Debt issuance costs, net	(5,126)		(2,855)
Total carrying value of revolving credit facility	$	641,874	$	204,145
Other indebtedness:(8)
Anticipated settlement amount	$	109,285	$	109,285
Debt issuance costs, net	(1,522)		(1,561)
Future accretion, net	(21,701)		(10,123)
Total carrying value of other indebtedness	$	86,062	$	97,601

(1) The Exchange Notes were issued at a 0.028% discount and bore interest at 3.850% per annum.

(2) The Senior Notes due 2024 were issued at a 1.533% discount, bore interest at 5.950% per annum through August 14, 2019, at which time the interest rate increased to 6.450% per annum. The Senior Notes due 2024 mature on August 15, 2024.

(3) The revolving credit facility, or "Revolver" and term loan, or "Term Loan" are collectively known as the "Facility."

(4) The Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on December 30, 2022. We have interest rate swap agreements totaling $250.0 million, which effectively fix the interest rate on a portion of the Term Loan at 5.71% through June 30, 2021. At September 30, 2020, the applicable interest rate on the unhedged portion of the Term Loan was 0.50% plus 2.60% or 3.10%.

(5) The December 2015 Term Loan bears interest at the greater of one-month LIBOR or 0.50% plus 2.60% per annum and will mature on January 10, 2023. We have interest rate swap agreements totaling $340.0 million which effectively fix the interest rate at 4.66% per annum through maturity.

(6) The Revolver provides borrowings on a revolving basis up to $650.0 million, bears interest at the greater of one-month LIBOR or 0.50% plus 2.25%, and will initially mature on December 30, 2021, subject to two six month extensions available at our option subject to compliance with terms of the Facility and payment of a customary extension fee. At September 30, 2020, we had an aggregate available borrowing capacity of $3.0 million under the Revolver. At September 30, 2020, the applicable interest rate on the Revolver was 0.50% plus 2.25% or 2.75%. The interest rate on the Revolver may vary in the future based upon the Company's credit rating and leveraged levels.

(7) While we have interest rate swap agreements in place that fix the LIBOR portion of the rates as noted above, the spread over LIBOR could vary in the future based upon changes to the Company's credit ratings and leveraged levels.

(8) Represents the financial liability associated with our failed sale and leaseback of land at Edison Mall, located in Fort Myers, Florida; Great Lakes Mall, located in Mentor, Ohio; Irving Mall, located in Irving, Texas; and Jefferson Valley Mall, located in Yorktown Heights, New York (collectively, the "Properties"). The master ground lease has a 99-year term and includes fixed annual payments at an initial annualized rate of 7.4%, with annual rent escalators over the aforementioned term. The anticipated settlement amount represents the year 30 repurchase option price of $109.3 million to reacquire the fee interest in the land at the Properties, to which the carrying value of the financial liability is being accreted to, through interest expense, during the repurchase period. Expense is being recognized utilizing an effective interest rate of 8.52% during the repurchase period.

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The book value and fair value of these financial instruments and the related discount rate assumptions as of September 30, 2020 and December 31, 2019 are summarized as follows:

	September 30, 2020		December 31, 2019
Book value of fixed-rate mortgages(1)	$1,042,498		$1,052,242
Fair value of fixed-rate mortgages	$1,067,980		$1,062,205
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages	3.76	%	4.24	%
Book value of fixed-rate corporate debt(1)	$1,420,185		$1,670,185
Fair value of fixed-rate corporate debt	$1,143,252		$1,687,847
Weighted average discount rates assumed in calculation of fair value for fixed-rate corporate debt	10.29	%	6.07	%

(1) Excludes debt issuance costs and applicable debt discounts.

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Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location

The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2020 and December 31, 2019:

Derivatives designated as hedging instruments:		Balance Sheet Location	September 30, 2020		December 31, 2019
Interest rate products	Liability derivatives	Accounts payable, accrued expenses, intangibles, and deferred revenue	$	17,637	$	6,592

Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss)

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of comprehensive loss for the three and nine months ended September 30, 2020 and 2019:

Derivatives in Cash Flow Hedging Relationships (Interest rate products)	Location of Gain or Loss Recognized in Income on Derivatives	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2020		2019		2020		2019
Amount of Gain or (Loss) Recognized in OCL on Derivative	Interest expense	$	179	$	(2,099)	$	(17,790)	$	(15,619)
Amount of Loss or (Gain) Reclassified from AOCL into Income	Interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

The table below presents the effect of the Company's derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019:

Effect of Cash Flow Hedges on Consolidated Statements of Operations	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(39,725)	$	(38,833)	$	(115,805)	$	(114,806)
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense	$	3,272	$	(164)	$	6,715	$	(1,239)

Fair Value Measurements, Recurring and Nonrecurring

The tables below presents the Company’s net assets and (liabilities) measured at fair value as of September 30, 2020 and December 31, 2019 aggregated by the level in the fair value hierarchy within which those measurements fall:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2020
Derivative instruments, net	$	—	$	(17,637)	$	—	$	(17,637)

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2019
Derivative instruments, net	$	—	$	(6,592)	$	—	$	(6,592)

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Rental Income (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Schedule of Our Rental Income

The following table summarizes our rental income for the three and nine months ended September 30, 2020 and 2019:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Operating lease payments, fixed	$	111,367	$	135,046	$	368,238	$	417,395
Operating lease payments, variable	27,244		19,220		59,245		53,679
Amortization of straight-line rent, inducements, and rent abatements	1,514		1,227		(19,263)		3,499
Net amortization/accretion of above and below-market leases	4,831		975		7,649		5,425
Change in estimate of collectibility of rental income	(24,818)		(1,857)		(52,448)		(5,884)
Total rental income	$	120,138	$	154,611	$	363,421	$	474,114

Schedule of Future Payments Received Under Non-Cancelable Operating Leases

Future payments to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable payments of tenant reimbursements, percentage or overage rents, and lease termination payments as of September 30, 2020 are as follows:

2020 (October - December)	$	116,849
2021	412,506
2022	347,653
2023	286,976
2024	226,519
Thereafter	691,078
	$	2,081,581

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Equity (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Summary of Issuance of the 2020 and 2019 Annual Long-Term Incentive Awards

The following table summarizes the issuance of the 2020 Annual Long-Term Incentive Awards and 2019 Annual Long-Term Incentive Awards, respectively:

	2020 Annual Long-Term Incentive Awards	2019 Annual Long-Term Incentive Awards
Grant Date	February 25, 2020	February 20, 2019
RSUs issued	1,373,422	572,163
Grant date fair value per unit	$2.41	$5.77
PSUs issued	1,373,422	572,163
Grant date fair value per unit	$1.74	$4.98

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments due under these leases for each of the next five years and thereafter, excluding applicable extension options, as of September 30, 2020 are as follows:

2020 (October - December)	$	513
2021	2,069
2022	2,099
2023	1,427
2024	999
Thereafter	20,378
Total lease payments	27,485
Less: Discount	15,824
Present value of lease liabilities	$	11,661

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Loss Per Common Share/Unit (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share/Unit

The following table sets forth the computation of WPG Inc.'s basic and diluted loss per common share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Share, Basic:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Weighted average shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Loss per common share, basic	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)
Loss Per Common Share, Diluted:
Net loss attributable to common shareholders - basic	$	(43,737)	$	(4,421)	$	(122,412)	$	(26,858)
Net loss attributable to limited partner unitholders	(7,892)		(812)		(22,206)		(4,954)
Net loss attributable to common shareholders - diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common shares outstanding - basic	191,190,438		188,603,382		190,294,891		188,392,694
Weighted average operating partnership units outstanding	34,479,892		34,735,136		34,519,629		34,739,598
Weighted average common shares outstanding - diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common share, diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

The following table sets forth the computation of WPG L.P.'s basic and diluted loss per common unit:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019
Loss Per Common Unit, Basic & Diluted:
Net loss attributable to common unitholders - basic and diluted	$	(51,629)	$	(5,233)	$	(144,618)	$	(31,812)
Weighted average common units outstanding - basic & diluted	225,670,330		223,338,518		224,814,520		223,132,292
Loss per common unit, basic & diluted	$	(0.23)	$	(0.02)	$	(0.64)	$	(0.14)

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Organization (Details) ft² in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($) ft² shopping_center	Sep. 30, 2019 USD ($)
Real Estate Properties [Line Items]
Severance charges, including non-cash stock compensation	$ 0.1	$ 1.9
General and Administrative Expense
Real Estate Properties [Line Items]
Severance charges, including non-cash stock compensation		$ 0.1
Shopping Centers
Real Estate Properties [Line Items]
Number of real estate properties | shopping_center	101
Area of real estate property | ft²	53

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Basis of Presentation and Principles of Consolidation (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) property shopping_center	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) property shopping_center	Sep. 30, 2019 USD ($)	Dec. 31, 2019
Real Estate Properties [Line Items]
Rent abatement | $	$ 700		$ 22,700
Change in estimate of collectibility of rental income | $	24,818	$ 1,857	$ 52,448	$ 5,884
Minimum threshold ownership interest for properties included in financial statement			100.00%
COVID-19 Pandemic
Real Estate Properties [Line Items]
Change in estimate of collectibility of rental income | $	$ 24,800		$ 47,200
Washington Prime Inc | Washington Prime Group, L.P.
Real Estate Properties [Line Items]
Ownership interest percentage	84.70%		84.70%		84.50%
Washington Prime Inc | Weighted Average | Washington Prime Group, L.P.
Real Estate Properties [Line Items]
Ownership interest percentage	84.70%	84.40%	84.70%	84.40%
Wholly Owned Properties
Real Estate Properties [Line Items]
Number of real estate properties | property	85		85
Partially Owned Properties
Real Estate Properties [Line Items]
Number of real estate properties | property	4		4
Corporate Joint Venture
Real Estate Properties [Line Items]
Number of real estate properties | property	12		12
Shopping Centers
Real Estate Properties [Line Items]
Number of real estate properties | shopping_center	101		101

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Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($) segment
Accounting Policies [Abstract]
Number of reportable segments | segment	1
ASU 2020-04
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term debt indexed to LIBOR	$ 812.0
Debt issuance costs	11.7
Long-term debt swapped To LIBOR plus fixed spread	$ 640.5

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Summary of Significant Accounting Policies (Summary of Cash and Cash Equivalents) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 95,328	$ 41,421	$ 36,003	$ 42,542
Restricted cash	35,745	34,054	37,408	18,542
Total cash, cash equivalents and restricted cash	$ 131,073	$ 75,475	$ 73,411	$ 61,084

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Investment in Real Estate (2020 Disposition) (Details) $ in Thousands			3 Months Ended		9 Months Ended
	Jan. 31, 2020 USD ($)	Jan. 14, 2020 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) purchase_and_sale_agreement	Sep. 30, 2019 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposition of interests in properties, net			$ 1,620	$ 9,825	$ 28,812	$ 26,056
Undeveloped Land Parcels
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales proceeds					2,200
Aggregate sales price					$ 2,400
Four Corners
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of purchase and sale agreements | purchase_and_sale_agreement					2
Real estate deal amount remaining to close, first purchase agreement			2,500		$ 2,500
Real estate deal amount remaining to close, second purchase agreement			$ 26,900		$ 26,900
DeKalb Plaza | Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price	$ 13,600
Sales proceeds	$ 13,400
Matteson Plaza | Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price		$ 1,100
Sales proceeds		$ 400

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Investment in Real Estate (Key Terms of Each of the Closings) (Details) - Restaurant Outparcels $ in Thousands											9 Months Ended
	Sep. 17, 2020 USD ($) outparcel	Feb. 13, 2020 USD ($) outparcel	Sep. 27, 2019 USD ($) outparcel	Sep. 16, 2019 USD ($) outparcel	Aug. 29, 2019 USD ($) outparcel	Aug. 01, 2019 USD ($) outparcel	Jun. 28, 2019 USD ($) outparcel	Apr. 03, 2019 USD ($) outparcel	Feb. 11, 2019 USD ($) outparcel	Jan. 18, 2019 USD ($) outparcel	Sep. 30, 2020 USD ($) outparcel	Sep. 30, 2019 USD ($) outparcel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Parcels Sold | outparcel	1	2	2	1	1	1	3	1	1	8	3	18
Purchase Price	$ 2,072	$ 1,961	$ 4,412	$ 3,205	$ 3,397	$ 1,210	$ 3,050	$ 2,048	$ 2,766	$ 9,435	$ 4,033	$ 29,523
Sales Proceeds	$ 2,063	$ 1,945	$ 4,377	$ 3,118	$ 3,394	$ 1,199	$ 3,031	$ 2,016	$ 2,720	$ 9,364	$ 4,008	$ 29,219

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Investment in Real Estate (2019 Dispositions) (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Four Corners
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposition of assets	$ 9.8	$ 26.1
Undeveloped Land Parcels
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Aggregate sales price		4.4
Sales proceeds		$ 4.0

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Investment in Real Estate (Impairment) (Details) $ in Millions	3 Months Ended
	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)
Single Tenant Outparcel in Topeka, Kansas
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Asset impairment charges	$ 1.1
Two Enclosed Retail Properties
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Asset impairment charges		$ 23.8
Fair value of properties		$ 12.6
Two Enclosed Retail Properties | Measurement Input, Discount Rate | Minimum | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input		0.188
Two Enclosed Retail Properties | Measurement Input, Discount Rate | Maximum | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input		0.193
Two Enclosed Retail Properties | Measurement Input, Cap Rate | Minimum | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input		0.168
Two Enclosed Retail Properties | Measurement Input, Cap Rate | Maximum | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input		0.173
Georgesville Square and Single Tenant Outparcel in Topeka
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Asset impairment charges			$ 1.3
Two Enclosed Retail Properties and One Open Air Property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Asset impairment charges	$ 28.9
Fair value of properties				$ 21.0
Two Enclosed Retail Properties and One Open Air Property | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input				0.185
Two Enclosed Retail Properties and One Open Air Property | Measurement Input, Cap Rate | Valuation Technique, Discounted Cash Flow
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Measurement input				0.155

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Investment in Unconsolidated Entities, at Equity (Narrative) (Details) - Equity Method Investment, Nonconsolidated Investee or Group of Investees ft² in Millions, $ in Millions			3 Months Ended		9 Months Ended
	May 06, 2020 USD ($) extension	Mar. 13, 2020 USD ($)	Sep. 30, 2020 USD ($) ft² property	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) ft² property	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Schedule of Equity Method Investments [Line Items]
Other income			$ 2.1	$ 3.2	$ 5.5	$ 8.7
O'Connor Joint Venture II
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			51.00%		51.00%
Number of real estate properties | property			7		7
The Seminole Joint Venture
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			45.00%		45.00%
Effective financial interest			0.00%		0.00%
Gain related to cash distributions and losses in joint venture		$ 15.4
The Seminole Joint Venture | Seminole Town Center
Schedule of Equity Method Investments [Line Items]
Area of real estate property | ft²			1.1		1.1
O'Connor Joint Venture I and O'Connor Joint Venture II
Schedule of Equity Method Investments [Line Items]
Advances to affiliate			$ 0.9		$ 0.9		$ 0.5
O'Connor Mall Partners LP | O'Connor Joint Venture I
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage			51.00%		51.00%
Number of real estate properties | property			5		5
Number of extension options | extension	2
Period of extension option	1 year
Required principal prepayment upon maturity extension	$ 5.0
Required reserve accounts funded for future redevelopment and property improvements	$ 10.0

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Investment in Unconsolidated Entities, at Equity (Combined Statements of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Schedule of Equity Method Investments [Line Items]
Total revenues	$ 123,682	$ 161,204	$ 375,046	$ 491,461
Operating expenses	127,969	172,653	399,299	460,265
Depreciation and amortization	58,063	70,948	173,147	209,142
Gain (loss) on sale of interests in properties	1,620	9,825	28,812	26,056
Gain on extinguishment of debt, net	0	38,913	0	38,913
NET LOSS	(48,061)	(1,665)	(133,914)	(21,108)
Our share of loss from the Company's unconsolidated real estate entities	(5,515)	(241)	(11,301)	(2,002)
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Schedule of Equity Method Investments [Line Items]
Total revenues	49,210	66,173	156,774	195,812
Operating expenses	24,469	27,597	72,237	81,419
Depreciation and amortization	22,465	26,451	68,770	77,787
Operating income	2,276	12,125	15,767	36,606
Gain (loss) on sale of interests in properties	0	0	2,039	(1,289)
Gain on extinguishment of debt, net	0	0	15,605	0
Interest expense, taxes, and other, net	(12,296)	(13,249)	(36,865)	(39,232)
NET LOSS	$ (10,020)	$ (1,124)	$ (3,454)	$ (3,915)

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Investment in Unconsolidated Entities, at Equity (Combined Balance Sheets) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Assets:
Investment properties at cost, net	$ 3,455,666	$ 3,504,670
Cash and cash equivalents	95,328	41,421	$ 36,003	$ 42,542
Tenant receivables and accrued revenue, net	119,472	82,762
Deferred costs and other assets	135,182	205,034
Total assets	4,217,571	4,250,979
Liabilities and Members’ Equity:
Mortgage notes payable	1,104,800	1,115,608
Accounts payable, accrued expenses, intangibles, and deferred revenues	257,252	260,904
Total liabilities	3,486,571	3,341,139
Members’ equity	81,070	110,226
Total liabilities, redeemable noncontrolling interests and equity	4,217,571	4,250,979
Our share of members’ equity, net	411,923	417,092
Operating lease liability	11,661
Cash distributions and losses in unconsolidated entities, at equity		15,421
Lease Liabilities Related to Ground Leases for Joint Ventures
Liabilities and Members’ Equity:
Net investment in and advances to unconsolidated entities, at equity	411,923	401,671
Equity Method Investment, Nonconsolidated Investee or Group of Investees
Liabilities and Members’ Equity:
Acquired in-place leases and acquired above-market leases	70,163	79,457
Below market leases, net book value	37,586	45,757
Cash distributions and losses in unconsolidated entities, at equity	0	15,421
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Lease Liabilities Related to Ground Leases for Joint Ventures
Assets:
Investment properties at cost, net	1,842,677	1,905,336
Construction in progress	42,855	38,280
Cash and cash equivalents	37,049	43,137
Tenant receivables and accrued revenue, net	48,286	31,238
Deferred costs and other assets	287,139	301,133
Total assets	2,258,006	2,319,124
Liabilities and Members’ Equity:
Mortgage notes payable	1,224,041	1,282,307
Accounts payable, accrued expenses, intangibles, and deferred revenues	290,290	297,163
Total liabilities	1,514,331	1,579,470
Members’ equity	743,675	739,654
Total liabilities, redeemable noncontrolling interests and equity	2,258,006	2,319,124
Our share of members’ equity, net	391,275	384,332
Advances and excess investment	20,648	17,339
ROU assets	173,226	172,991
Operating lease liability	173,226	172,991
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Unconsolidated Entities
Liabilities and Members’ Equity:
Our share of members’ equity, net	$ 411,923	$ 417,092

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Investment in Unconsolidated Entities, at Equity (Forbearance Agreements of Debt Related to Various Mortgage Notes Outstanding) (Details) - Mortgages - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 1,107,498	$ 1,117,242
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arbor Hills
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	12 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arboretum, The
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	5 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Classen Curve & The Triangle at Classen Curve
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	5 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Gateway Centers
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	5 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Mall at Johnson City, The
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	12 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Nichols Hills Plaza
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Polaris Fashion Place
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	5 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Crossing
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	12 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Plaza
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Debt instrument, repayment term	12 months
Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Scottsdale Quarter (Blocks K & M)
Schedule of Equity Method Investments [Line Items]
Debt instrument, term	3 months
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arbor Hills
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 23,892
Interest Rate	4.27%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Arboretum, The
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 59,400
Interest Rate	4.13%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Classen Curve & The Triangle at Classen Curve
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 52,779
Interest Rate	3.90%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Gateway Centers
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 112,500
Interest Rate	4.03%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Mall at Johnson City, The
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 47,689
Interest Rate	6.76%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Nichols Hills Plaza
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 12,517
Interest Rate	2.65%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Polaris Fashion Place
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 239,107
Interest Rate	3.94%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Crossing
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 32,296
Interest Rate	4.25%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Town Center Plaza
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 65,345
Interest Rate	5.00%
Equity Method Investment, Nonconsolidated Investee or Group of Investees | Forbearance | O'Connor Joint Venture I and O'Connor Joint Venture II | Scottsdale Quarter (Blocks K & M)
Schedule of Equity Method Investments [Line Items]
Face amount of mortgage loans	$ 55,000
Interest Rate	4.36%

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Indebtedness (Mortgage Indebtedness) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Aug. 13, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Debt issuance cost, net		$ (7,800)
Mortgages
Debt Instrument [Line Items]
Face amount of mortgage loans	$ 1,107,498		$ 1,117,242
Fair value adjustments, net	1,998		3,463
Debt issuance cost, net	(4,696)		(5,097)
Carrying value of mortgage loans	$ 1,104,800		$ 1,115,608

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Indebtedness (Roll Forward of Mortgage Indebtedness) (Details) - Mortgages $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Debt [Roll Forward]
Balance at December 31, 2019	$ 1,115,608
Debt amortization payments	(9,744)
Issuance costs incurred upon debt modifications	(599)
Amortization of fair value and other adjustments	(1,465)
Amortization of debt issuance costs	1,000
Balance at September 30, 2020	$ 1,104,800

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Indebtedness (Forbearance Agreements on Various Mortgage Notes Outstanding (Details) - Mortgages - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Face amount	$ 1,107,498	$ 1,117,242
Forbearance | Forest Plaza, Lakeline Plaza, Muncie Towne Plaza, and White Oaks Plaza
Debt Instrument [Line Items]
Face amount	$ 117,000
Interest Rate	3.67%
Debt instrument, term	6 months
Debt instrument, repayment term	6 months
Forbearance | Southgate Mall
Debt Instrument [Line Items]
Face amount	$ 35,000
Interest Rate	4.48%
Debt instrument, term	3 months
Forbearance | Town Center at Aurora
Debt Instrument [Line Items]
Face amount	$ 51,000
Interest Rate	4.92%
Debt instrument, term	6 months
Forbearance | Westminster Mall
Debt Instrument [Line Items]
Face amount	$ 75,674
Interest Rate	4.65%
Debt instrument, term	3 months
Forbearance | Canyon View Marketplace
Debt Instrument [Line Items]
Face amount	$ 5,046
Interest Rate	5.47%
Debt instrument, term	3 months
Debt instrument, repayment term	6 months
Forbearance | Grand Central Mall
Debt Instrument [Line Items]
Face amount	$ 38,378
Interest Rate	6.05%
Debt instrument, term	3 months
Debt instrument, repayment term	12 months
Forbearance | Lincolnwood Town Center
Debt Instrument [Line Items]
Face amount	$ 47,252
Interest Rate	8.26%
Debt instrument, term	6 months
Debt instrument, repayment term	12 months

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Indebtedness (Mortgage Debt - Narrative) (Details)			1 Months Ended
	Apr. 03, 2020 extension	Feb. 14, 2020 USD ($) extension	Nov. 06, 2020	Aug. 13, 2020 USD ($)
Grand Central Mall | Forbearance | Mortgages | Subsequent Event
Debt Instrument [Line Items]
Period of extension option			1 year
Weberstown Mall
Debt Instrument [Line Items]
Number of extension options | extension	3
Face amount | $				$ 65,000,000.0
Period of extension option	1 year
Town Center at Aurora
Debt Instrument [Line Items]
Number of extension options | extension		2
Face amount | $		$ 51,000,000.0
Period of extension option		1 year
Additional of extension option		1 year

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Indebtedness (Corporate Debt - Narrative) (Details) - USD ($)			9 Months Ended
	Aug. 13, 2020	Jun. 22, 2020	Sep. 30, 2020
Debt Instrument [Line Items]
Basis spread on variable rate	0.00%
Debt issuance costs	$ 7,800,000
Bridge loan		$ 30,000,000.0
Debt instrument payment method		$ 15,700,000
Debt instrument payment terms		27 months
Impairment on the note receivable		$ 11,200,000
Weberstown Mall
Debt Instrument [Line Items]
Face amount	65,000,000.0
Weberstown Mall | Secured Debt
Debt Instrument [Line Items]
Face amount	65,000,000.0
Bridge Loan
Debt Instrument [Line Items]
Face amount		$ 55,000,000.0
Amended Credit Facility and Term Loans
Debt Instrument [Line Items]
Face amount	1,400,000,000
Amended Credit Facility and Term Loans | Secured Debt
Debt Instrument [Line Items]
Face amount	$ 1,000,000,000.0
LIBOR
Debt Instrument [Line Items]
Basis spread rate			2.25%
LIBOR | Amended Credit Facility and Term Loans
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Minimum
Debt Instrument [Line Items]
Basis spread rate	1.80%
Minimum | LIBOR | Amended Credit Facility and Term Loans
Debt Instrument [Line Items]
Basis spread rate	2.00%
Maximum
Debt Instrument [Line Items]
Basis spread rate	2.35%
Maximum | LIBOR | Amended Credit Facility and Term Loans
Debt Instrument [Line Items]
Basis spread rate	2.60%

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Indebtedness (Corporate Debt Outstanding) (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) extension	Dec. 31, 2019 USD ($)	Aug. 13, 2020 USD ($)
Debt Instrument [Line Items]
Debt issuance costs, net			$ (7,800,000)
Interest rate effective percentage	8.52%
Ground lease term	99 years
Ground lease, fixed payments, annualized rate	7.40%
Year for option to repurchase	30 years
Repurchase option	$ 109,300,000
LIBOR
Debt Instrument [Line Items]
Basis spread rate	2.25%
Revolving Credit Facility
Debt Instrument [Line Items]
Face amount	$ 647,000,000	$ 207,000,000
Debt issuance costs, net	(5,126,000)	(2,855,000)
Carrying value of mortgage loans	$ 641,874,000	204,145,000
Interest rate effective percentage	2.75%
Line of credit, maximum borrowing capacity	$ 650,000,000.0
Number of extension options | extension	2
Period of extension option	6 months
Remaining borrowing capacity	$ 3,000,000.0
Revolving Credit Facility | LIBOR
Debt Instrument [Line Items]
Basis spread rate	0.50%
Term Loan
Debt Instrument [Line Items]
Basis spread rate	2.60%
Notional amount	$ 250,000,000.0
Derivative, fixed interest rate	5.71%
Interest rate effective percentage	3.10%
Term Loan | LIBOR
Debt Instrument [Line Items]
Basis spread rate	0.50%
December 2015 Term Loan
Debt Instrument [Line Items]
Basis spread rate	2.60%
Notional amount	$ 340,000,000.0
Derivative, fixed interest rate	4.66%
December 2015 Term Loan | LIBOR
Debt Instrument [Line Items]
Basis spread rate	0.50%
Notes payable
Debt Instrument [Line Items]
Debt discount, net	$ (6,728,000)	(7,864,000)
Debt issuance costs, net	(4,387,000)	(5,470,000)
Carrying value of mortgage loans	709,785,000	957,566,000
Notes payable | Exchange Notes
Debt Instrument [Line Items]
Face amount	$ 0	250,000,000
Discount rate	0.028%
Interest Rate	3.85%
Notes payable | Senior Notes due 2024
Debt Instrument [Line Items]
Face amount	$ 720,900,000	720,900,000
Discount rate	1.533%
Notes payable | Senior Notes due 2024 | Through August 14, 2019
Debt Instrument [Line Items]
Interest Rate	5.95%
Notes payable | Senior Notes due 2024 | After August 14, 2019
Debt Instrument [Line Items]
Interest Rate	6.45%
Term loans
Debt Instrument [Line Items]
Debt issuance costs, net	$ (6,525,000)	(3,358,000)
Carrying value of mortgage loans	683,475,000	686,642,000
Term loans | Term Loan
Debt Instrument [Line Items]
Face amount	350,000,000	350,000,000
Term loans | December 2015 Term Loan
Debt Instrument [Line Items]
Face amount	340,000,000	340,000,000
Other indebtedness
Debt Instrument [Line Items]
Face amount	109,285,000	109,285,000
Debt issuance costs, net	(1,522,000)	(1,561,000)
Future accretion, net	(21,701,000)	(10,123,000)
Carrying value of mortgage loans	$ 86,062,000	$ 97,601,000

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Indebtedness (Covenants - Narrative) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($) property loan quarter pool	May 26, 2020 USD ($)	May 22, 2020 USD ($)	Apr. 20, 2020 USD ($)	Feb. 21, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 05, 2019 USD ($)
Port Charlotte Town Center
Debt Instrument [Line Items]
Debt default amount		$ 40,900
Lincolnwood Town Center
Debt Instrument [Line Items]
Debt default amount			$ 47,300
Mortgage Loan Secured by Rushmore Mall
Debt Instrument [Line Items]
Debt default amount					$ 33,100
Mortgage Loan Secured by Charlottesville Fashion Square
Debt Instrument [Line Items]
Debt default amount							$ 45,100
Anderson Mall
Debt Instrument [Line Items]
Debt default amount				$ 17,200
Oak Court Mall & Offices
Debt Instrument [Line Items]
Debt default amount				$ 36,100
Mortgages
Debt Instrument [Line Items]
Face amount of mortgage loan	$ 1,107,498					$ 1,117,242
Secured Debt
Debt Instrument [Line Items]
Number of non-recourse loans | loan	20
Number of full recourse loans | loan	2
Number of mortgage pools | property	24
Pool of cross-defaulted and cross-collateralized mortgages | pool	1
Number of properties encumbered | property	4
Minimum quarters for cash benchmark | quarter	2

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Indebtedness (Gain on Extinguishment of Debt, Net - Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Debt Instrument [Line Items]
Gain on extinguishment of debt, net	$ 0	$ 38,913	$ 0	$ 38,913
Senior Notes due 2024
Debt Instrument [Line Items]
Debt forgiveness		29,100		29,100
Mortgage Loan Secured by Towne West Square
Debt Instrument [Line Items]
Debt forgiveness		$ 45,200		$ 45,200

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Indebtedness (Book Value and Fair Value of Debt) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fixed Rate Mortgages
Debt Instrument [Line Items]
Book value of debt	$ 1,042,498	$ 1,052,242
Fair value of debt	$ 1,067,980	$ 1,062,205
Fixed Rate Mortgages | Weighted Average
Debt Instrument [Line Items]
Weighted average discount rates assumed in calculation of fair value for debt	3.76%	4.24%
Fixed Rate Unsecured Debt
Debt Instrument [Line Items]
Book value of debt	$ 1,420,185	$ 1,670,185
Fair value of debt	$ 1,143,252	$ 1,687,847
Fixed Rate Unsecured Debt | Weighted Average
Debt Instrument [Line Items]
Weighted average discount rates assumed in calculation of fair value for debt	10.29%	6.07%

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Derivative Financial Instruments (Narrative) (Details)	9 Months Ended
	Sep. 30, 2020 USD ($) derivative	Dec. 31, 2019 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Amount estimated to be reclassified as an increase to interest expense	$ 10,800,000
Fair value of asset derivative instruments	$ 0	$ 0
Interest Rate Swap
Derivative Instruments, Gain (Loss) [Line Items]
Number of derivatives outstanding | derivative	11
Notional value of interest rate risk	$ 640,500,000
Interest Rate Products | Designated as Hedging Instruments | Accounts Payable, Accrued Expenses, Intangibles, and Deferred Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of liability derivative instruments	$ 17,637,000	$ 6,592,000

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Derivative Financial Instruments (Fair Value of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Interest rate products | Designated as Hedging Instruments | Accounts payable, accrued expenses, intangibles, and deferred revenue
Derivatives, Fair Value [Line Items]
Liability derivatives	$ 17,637	$ 6,592

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Derivative Financial Instruments (Effect of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Derivative Instruments, Gain (Loss) [Line Items]
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	$ (39,725)	$ (38,833)	$ (115,805)	$ (114,806)
Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	(39,725)	(38,833)	(115,805)	(114,806)
Interest rate products | Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in OCL on Derivative	179	(2,099)	(17,790)	(15,619)
Interest rate products | Interest expense | Cash Flow Hedging
Derivative Instruments, Gain (Loss) [Line Items]
Amount of loss or (gain) reclassified from accumulated other comprehensive loss into interest expense	$ 3,272	$ (164)	$ 6,715	$ (1,239)

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Derivative Financial Instruments (Liabilities Measured on a Nonrecurring Basis) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Derivative [Line Items]
Derivative instruments, net	$ (17,637)	$ (6,592)
Quoted Prices in Active Markets for Identical Liabilities (Level 1)
Derivative [Line Items]
Derivative instruments, net	0	0
Significant Other Observable Inputs (Level 2)
Derivative [Line Items]
Derivative instruments, net	(17,637)	(6,592)
Significant Unobservable Inputs (Level 3)
Derivative [Line Items]
Derivative instruments, net	$ 0	$ 0

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Rental Income (Operating Lease, Lease Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Operating lease payments, fixed	$ 111,367	$ 135,046	$ 368,238	$ 417,395
Operating lease payments, variable	27,244	19,220	59,245	53,679
Amortization of straight-line rent, inducements, and rent abatements	1,514	1,227	(19,263)	3,499
Net amortization/accretion of above and below-market leases	4,831	975	7,649	5,425
Change in estimate of collectibility of rental income	(24,818)	(1,857)	(52,448)	(5,884)
Total rental income	$ 120,138	$ 154,611	$ 363,421	$ 474,114

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Rental Income (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Lessor, Lease, Description [Line Items]
Rent abatement	$ 700		$ 22,700
Change in estimate of collectibility of rental income	24,818	$ 1,857	52,448	$ 5,884
COVID-19 Pandemic
Lessor, Lease, Description [Line Items]
Change in estimate of collectibility of rental income	$ 24,800		$ 47,200

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Rental Income (Lessor, Operating Lease, Payments to be Received, Maturity) (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Leases [Abstract]
2020 (October - December)	$ 116,849
2021	412,506
2022	347,653
2023	286,976
2024	226,519
Thereafter	691,078
Operating lease payments to be received	$ 2,081,581

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Equity (Narrative) (Details)			3 Months Ended		9 Months Ended
	Aug. 06, 2020	Aug. 02, 2019 USD ($) shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	May 28, 2014 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock share split ratio	0.1111
Common stock basis value ratio					1
Common stock for possible future issuance (in shares)			34,479,892		34,479,892
Number of shares authorized (in shares)							7,290,000
Award vesting period		5 years
Dividends declared (usd per share/unit) | $ / shares			$ 0	$ 0.25	$ 0.125	$ 0.75
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share based compensation expense | $			$ 1,800,000	$ 2,100,000	$ 5,600,000	$ 5,900,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years
Award requisite service period					3 years
RSUs issued (in shares)					1,231,188	331,792
Fair value of restricted stock awarded | $					$ 800,000	$ 1,500,000
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights						33.33%
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights						33.33%
Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights						33.33%
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		5 years
Award requisite service period					3 years
Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of awards earned based on goals		0.00%			0.00%
Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of awards earned based on goals		200.00%			150.00%
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period (in shares)					0	0
Exercises in period (in shares)					0	391
Canceled, forfeited or expired (in shares)					31,434	66,053
Outstanding number (in shares)			569,855		569,855
Chief Executive Officer | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contingent rights (in shares)		1			1
Value of shares granted | $		$ 1,800,000
Stock awards (in shares)		500,000
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		33.33%
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		33.33%
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights		33.33%
Chief Executive Officer | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of shares granted | $		$ 1,200,000
Stock awards (in shares)		500,000
Washington Prime Group, L.P. 2014 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)							10,000,000
Maximum number of grants per participant (in shares)							500,000
2020 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights					33.33%
2020 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights					33.33%
2020 Annual Long-Term Incentive Awards | Restricted Stock Units (RSUs) | Share-based Compensation Award, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights					33.33%
2020 Annual Long-Term Incentive Awards | Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of shares granted | $					$ 0
PSUs forfeited (in shares)					262,787

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Equity (Summary of Annual Long-term Incentive Awards) (Details) - $ / shares	Feb. 25, 2020	Feb. 20, 2019
Restricted Stock Units (RSUs) | 2020 Annual Long-Term Incentive Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	1,373,422
Grant date fair value per unit (usd per share)	$ 2.41
Restricted Stock Units (RSUs) | 2019 Annual Long-Term Incentive Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)		572,163
Grant date fair value per unit (usd per share)		$ 5.77
Performance Shares | 2020 Annual Long-Term Incentive Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	1,373,422
Grant date fair value per unit (usd per share)	$ 1.74
Performance Shares | 2019 Annual Long-Term Incentive Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)		572,163
Grant date fair value per unit (usd per share)		$ 4.98

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Commitments and Contingencies (Concentration Risk) (Details)	9 Months Ended
	Sep. 30, 2020
Customer Concentration Risk | Sales Revenue, Net
Concentration Risk [Line Items]
Concentration risk	5.00%

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Commitments and Contingencies (Lease Commitments) (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) Property lease	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Property lease	Sep. 30, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Number of ground leases | Property	4		4
Ground rent	$ 243	$ 215	$ 574	$ 613
Number of properties subject to office leases | lease	2		2
Number of garage leases | lease	1		1
Weighted average remaining lease term	20 years 1 month 6 days		20 years 1 month 6 days
Weighted average discount rate	8.80%		8.80%
General and Administrative Expense
Lessee, Lease, Description [Line Items]
Ground rent	$ 637	681	$ 1,898	1,975
Ground Leases
Lessee, Lease, Description [Line Items]
Ground rent	$ 5	$ 5	$ 15	$ 15

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Commitments and Contingencies (Lessee, Operating Lease, Liability, Maturity) (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020 (October - December)	$ 513
2021	2,069
2022	2,099
2023	1,427
2024	999
Thereafter	20,378
Total lease payments	27,485
Less: Discount	15,824
Present value of lease liabilities	$ 11,661

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Loss Per Common Share/Unit (Basic and Diluted Earnings Per Share Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Loss Per Common Share, Basic:
Net loss attributable to common shareholders - basic	$ (43,737)	$ (4,421)	$ (122,412)	$ (26,858)
Weighted average common shares outstanding - basic (in shares)	191,190,438	188,603,382	190,294,891	188,392,694
Loss per common share, basic (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)
Loss Per Common Share, Diluted:
Net loss attributable to common shareholders - basic	$ (43,737)	$ (4,421)	$ (122,412)	$ (26,858)
Net loss attributable to limited partner unitholders	(7,892)	(812)	(22,206)	(4,954)
Net loss attributable to common shareholders - diluted	$ (51,629)	$ (5,233)	$ (144,618)	$ (31,812)
Weighted average common shares outstanding - basic (in shares)	191,190,438	188,603,382	190,294,891	188,392,694
Weighted average operating partnership units outstanding (in shares)	34,479,892	34,735,136	34,519,629	34,739,598
Weighted average common shares outstanding - diluted (in shares)	225,670,330	223,338,518	224,814,520	223,132,292
Loss per common share, diluted (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)

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Loss Per Common Share/Unit (Narrative) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Contingently-Issuable Outstanding Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	569,855	613,297	569,855	613,297
Contingently-Issuable Outstanding Stock Options | Washington Prime Group, L.P.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	569,855	613,297	569,855	613,297
Contingently-Issuable Outstanding Stock Options | Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	601,711	538,700	601,711	538,700
Contingently-Issuable Outstanding Stock Options | Restricted Stock | Washington Prime Group, L.P.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	601,711	538,700	601,711	538,700
Performance Based Components
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,867,838	1,765,308	2,867,838	1,765,308
Performance Based Components | Washington Prime Group, L.P.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded (in shares)	2,867,838	1,765,308	2,867,838	1,765,308

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Loss Per Common Share/Unit (Earnings Per Unit) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Loss Per Common Unit, Basic & Diluted:
Net loss attributable to common unitholders - basic and diluted	$ (43,737)	$ (4,421)	$ (122,412)	$ (26,858)
Loss Earnings per common unit, basic & diluted (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)
Washington Prime Group, L.P.
Loss Per Common Unit, Basic & Diluted:
Net loss attributable to common unitholders - basic and diluted	$ (51,629)	$ (5,233)	$ (144,618)	$ (31,812)
Weighted average common units outstanding - basic and diluted (in shares)	225,670,330	223,338,518	224,814,520	223,132,292
Loss Earnings per common unit, basic & diluted (usd per share)	$ (0.23)	$ (0.02)	$ (0.64)	$ (0.14)

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Subsequent Events (Narratives) (Details) - Subsequent Event $ in Millions	Nov. 05, 2020 USD ($)
Subsequent Event [Line Items]
Repayments of notes payable	$ 75.7
Disposed of by Sale | Westminster Mall
Subsequent Event [Line Items]
Purchase price	160.0
Sales proceeds	$ 50.0