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8-K - 8-K - WASHINGTON PRIME GROUP INC.a15-5337_18k.htm
EX-99.2 - EX-99.2 - WASHINGTON PRIME GROUP INC.a15-5337_1ex99d2.htm

Exhibit 99.1

 

 

NEWS RELEASE

FOR INFORMATION, CONTACT

 

 

INVESTORS:

 

Lisa A. Indest
CAO & Senior VP, Finance
614.887.5844

lisa.indest@wpglimcher.com

MEDIA:

 

Karen L. Bailey

VP, Communications & Marketing

614.887.5847

karen.bailey@wpglimcher.com

 

FOR IMMEDIATE RELEASE

Thursday, February 26, 2015

 

WP GLIMCHER ANNOUNCES

FOURTH QUARTER AND FULL YEAR 2014 RESULTS

PROVIDES 2015 GUIDANCE

 

COLUMBUS, OH - February 26, 2015 - WP Glimcher (NYSE: WPG) today reported financial results and operating data for the fourth quarter and full year 2014. WP Glimcher will host a conference call and webcast on Thursday, February 26, 2015 at 11:00 a.m. ET, to discuss the financial results.

 

“WP Glimcher is well positioned to deliver shareholder value by generating cash flow from our combined portfolio of enclosed malls, open-air lifestyle centers and community centers. We have quickly taken major steps to enhance our balance sheet, integrate our management team and identify a pipeline for growth in each format in the portfolio,” together said Mark Ordan, Chairman and Michael P. Glimcher, CEO.

 

Results for the Fourth Quarter

 

Same property net operating income (“NOI”) for the fourth quarter of 2014 increased 1.8% from the fourth quarter of 2013. Ending occupancy for the properties was relatively flat at 92.7% as of December 31, 2014, as compared to 92.8% as of December 31, 2013 for the Washington Prime Group assets prior to the merger with Glimcher.

 

Funds from Operations (“FFO”) were $85.9 million, or $0.46 per diluted share, compared to $97.0 million, or $0.52 per diluted share, in the prior year period. Results for the fourth quarter of 2014 include a total of $11.3 million, or $0.06 per diluted share, comprised of costs related to the merger with Glimcher Realty Trust (“Glimcher”), transaction and related costs associated with the spin off from Simon Property Group (“Simon”), and general and administrative expenses for the new stand-alone company.

 

Net income attributable to common shareholders for the fourth quarter was $33.6 million, or $0.22 per diluted share, compared to $42.8 million, or $0.28 per diluted share, in the prior year period. The additional costs discussed above were the primary driver of this decrease.

 



 

Results for the Full Year 2014

 

Full year 2014 same property NOI increased 1.6% over the full year of 2013. Minimum rents increased $4.7 million for the Company’s comparable properties, or 1.1%, primarily attributable to an increase in base minimum rents. Tenant reimbursements increased $3.0 million for the Company’s comparable properties primarily due to utility reimbursements and annual fixed contractual increases related to common area maintenance. Total operating expenses increased $5.3 million for the Company’s comparable properties primarily resulting from increased snow removal and utility costs due to the harsh winter of 2014.

 

FFO for the twelve months ending December 31, 2014 was $295.1 million, or $1.57 per diluted share, for the same period in the prior year FFO was $359.1 million, or $1.92 per diluted share. Year-to-date results include $38.9 million, or $0.21 per diluted share, of transaction expenses and costs related to the spin off from Simon and $8.8 million, or $0.05 per diluted share, of costs related to the merger with Glimcher. In addition the Company incurred $12.2 million, or $0.07 per diluted share, in general and administrative expenses as a new stand-alone company.

 

For the full year 2014, net income attributable to common shareholders was $170.0 million, or $1.10 per diluted share, compared to $155.5 million, or $1.00 per diluted share, for the same period in the prior year. Increased gains on acquisitions of controlling property interests and sales of property interests of $96.8 million, or $0.52 per diluted share, are included in the results for the full year 2014. These gains were partially offset by the additional transaction, merger and general and administrative expenses discussed above.

 

Merger Update

 

On January 15, 2015, Washington Prime Group Inc. acquired Glimcher. The company will be known as WP Glimcher and continue to trade on the New York Stock Exchange under the ticker WPG. Under the terms of the merger agreement, Glimcher shareholders received, for each Glimcher share, $10.40 in cash and 0.1989 of a share in WPG common stock. Additionally, in connection with the close of the transaction, Simon completed its acquisition of Jersey Gardens in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties previously owned by Glimcher, for an aggregate purchase price of $1.09 billion, including the assumption of existing mortgage debt.

 

Washington Prime Group, L.P. entered into a 364-day bridge term loan agreement with certain lenders and drew down an aggregate $1.19 billion to finance a portion of the transaction.

 

Investment Activity

 

Acquisitions

 

On January 13, 2015, the Company acquired Canyon View Marketplace, a 43,000 square foot shopping center located in Grand Junction, Colorado, for $10.0 million. The sources of funding for the acquisition were cash on hand and the assumption of an existing mortgage of $5.5 million.

 

On December 1, 2014, the Company acquired its partner’s 50% interest in Whitehall Mall, a 613,000 square foot shopping center located in Whitehall, Pennsylvania, for approximately $14.9 million. The center is anchored by Bed Bath & Beyond, Buy Buy Baby, Gold’s Gym, Kohl’s, Michaels, Raymour & Flanigan Furniture, and Sears.

 

Joint Venture Transaction

 

The Company entered into a definitive agreement providing for a joint venture with O’Connor Capital Partners (“O’Connor”) with respect to the ownership and operation of five of WP Glimcher’s malls, which are valued at approximately $1.625 billion. This pricing implies an approximate 5.25% capitalization rate on in-place net operating income.

 

O’Connor will have a 49% ownership interest in the joint venture and WP Glimcher will retain a 51% ownership interest. The five malls in the joint venture will be: The Mall at Johnson City in Johnson City, Tennessee; Pearlridge

 



 

Center in Aiea, Hawaii; Polaris Fashion Place® in Columbus, Ohio; Scottsdale Quarter® in Scottsdale, Arizona; and Town Center Plaza (which consists of Town Center Plaza and the adjacent Town Center Crossing) in Leawood, Kansas. WP Glimcher will continue to lease and manage the properties.

 

In exchange for its interest in the venture, O’Connor will pay 49% of the aggregate value of the properties, less the mortgages secured by such properties, at closing, plus costs spent to date on Phase III development at Scottsdale Quarter, subject to certain adjustments as set forth in the purchase agreement. The transaction is expected to generate net proceeds of approximately $430 million to WP Glimcher after taking into account the assumption of debt and estimated closing costs. The proceeds will be used to repay a portion of the bridge loan that the company used to finance the acquisition of Glimcher. Subject to the satisfaction or waiver of certain closing conditions, the transaction is anticipated to close in the second quarter of 2015.

 

2015 Guidance

 

The Company estimates that FFO will be within a range of $1.75 to $1.85 per diluted share for the year ending December 31, 2015, and net income will be within a range of $0.23 to $0.33 per diluted share.

 

The following table provides the reconciliation for the expected range of estimated net income available to common stockholders per diluted share to estimated FFO per diluted share for the year ending December 31, 2015:

 

 

 

Low

 

High

 

 

 

End

 

End

 

Estimated net income available to common shareholders per diluted share

 

$

0.23

 

$

0.33

 

Depreciation and amortization including share of unconsolidated entities

 

1.52

 

1.52

 

 

 

 

 

 

 

Estimated FFO per diluted share

 

$

1.75

 

$

1.85

 

 

Earnings Call and Webcast

 

WP Glimcher will host a conference call and webcast at 11:00 a.m. ET on Thursday, February 26, 2015, to discuss the financial results for the fourth quarter and full year 2014 and the other matters discussed in this press release including further details on its 2015 guidance. The call-in number for the conference call is 866.515.2914 (or +1.617.399.5128 for international callers), and the participant passcode is 31652024. Those interested may also go to the investor relations section of the Company’s website for the live webcast at www.wpglimcher.com. A replay of the call will be available on the Company’s website, or by calling 888.286.8010 (or +1.617.801.6888 for international callers), passcode: 62473061, beginning on Thursday, February 26, 2015, at approximately 1:00 p.m. (ET) through midnight on Friday, March 13, 2015.

 

Supplemental Information

 

For additional details on WP Glimcher’s results and properties, please refer to the Supplemental Information report on the Company’s website at www.wpglimcher.com. This earnings release as well as the supplemental information has also been furnished to the Securities and Exchange Commission (“SEC”) in a Form 8-K.

 

Non-GAAP Financial Measures

 

This press release includes FFO and NOI, including same property NOI growth, which are financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. FFO and same property NOI growth are financial performance measures widely used by securities analysts, investors and other interested parties in the evaluation of REITs. These measures should not be considered as alternatives to

 



 

net income (determined in accordance with GAAP) as indicators of financial performance and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Computation of these non-GAAP measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to such other REITs. Investors are cautioned that items excluded from these measures are significant components in understanding and addressing financial performance.

 

For a reconciliation of these measures and other information, please refer to the attached tables.

 

Regulation Fair Disclosure (“FD”)

 

The Company routinely posts important information online on the investor relations website, investor.wpglimcher.com. The Company uses this website, press releases, SEC filings, conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. The Company encourages members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through the Company’s website is not incorporated by reference into, and is not a part of, this document.

 

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management concerning the anticipated consequences and benefits of the transactions, and other future events and their potential effects on the Company, including, but not limited to, statements relating to anticipated financial and operating results, the company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: the ability to successfully operate and integrate the Company and Glimcher businesses and achieve cost savings; 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 mall store occupancy and same-mall operating income; risks associated with the acquisition, 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 the Company’s tax positions; 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 development and investment properties; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal proceedings; the impact of future acquisitions and divestitures; significant costs related to environmental issues; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the SEC. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this communication (or any earlier date indicated in this communication) and the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Actual results may differ materially from current projections. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

 



 

About WP Glimcher

 

WP Glimcher (NYSE: WPG) is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed use, open-air and enclosed regional malls as well as community centers.  WP Glimcher owns and manages 120 shopping centers totaling more than 68 million square feet diversified by size, geography and tenancy.  WP Glimcher combines a national real estate portfolio with an investment grade balance sheet and plans to leverage its expertise across the entire shopping center sector to increase cash flow through rigorous asset management of existing assets. WP Glimcher is the d/b/a for Washington Prime Group Inc.

 

Visit WP Glimcher at: www.wpglimcher.com

 



 

CONSOLIDATED INCOME STATEMENTS

(Unaudited)

Washington Prime only

(dollars in thousands, except per share data)

 

 

 

Three Months Ended December
31,

 

Twelve Months Ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue:

 

 

 

 

 

 

 

 

 

Minimum rent

 

$

120,202

 

$

112,649

 

$

449,100

 

$

426,039

 

Overage rent

 

4,366

 

3,715

 

9,357

 

8,715

 

Tenant Reimbursements

 

49,665

 

46,044

 

194,826

 

184,742

 

Other

 

3,065

 

2,697

 

7,843

 

6,793

 

Total Revenue

 

177,298

 

165,105

 

661,126

 

626,289

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operating expenses

 

(28,088

)

(26,556

)

(109,715

)

(104,089

)

Real estate taxes

 

(18,458

)

(17,715

)

(77,587

)

(76,216

)

Total recoverable expenses

 

(46,546

)

(44,271

)

(187,302

)

(180,305

)

Depreciation and amortization

 

(55,327

)

(45,657

)

(197,890

)

(182,828

)

Repairs and maintenance

 

(6,178

)

(6,694

)

(23,431

)

(22,584

)

Advertising and promotion

 

(2,551

)

(2,101

)

(8,389

)

(8,316

)

Provision for doubtful accounts

 

(480

)

(312

)

(2,332

)

(572

)

General and administrative

 

(5,959

)

 

(12,219

)

 

Spin-off costs

 

1,024

 

 

(38,907

)

 

Merger and transaction costs

 

(6,339

)

 

(8,839

)

 

Ground rent and other costs

 

(1,148

)

(1,293

)

(4,656

)

(4,664

)

Total operating expenses

 

(123,504

)

(100,328

)

(483,965

)

(399,269

)

 

 

 

 

 

 

 

 

 

 

Operating Income

 

53,794

 

64,777

 

177,161

 

227,020

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(22,639

)

(13,811

)

(82,452

)

(55,058

)

Income and other taxes

 

(940

)

(26

)

(1,215

)

(196

)

Equity in income of unconsolidated real estate entities, net

 

127

 

564

 

973

 

1,416

 

Gain upon acquisition of controlling interests and on sale of interests in properties

 

10,509

 

 

110,988

 

14,152

 

 

 

 

 

 

 

 

 

 

 

Net income

 

40,851

 

51,504

 

205,455

 

187,334

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

7,216

 

8,737

 

35,426

 

31,853

 

Net income attributable to common shareholders

 

$

33,635

 

$

42,767

 

$

170,029

 

$

155,481

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

155,163

 

155,163

 

155,163

 

155,163

 

Weighted average limited partner units outstanding

 

33,032

 

31,575

 

32,328

 

31,575

 

Weighted average common shares outstanding - diluted

 

188,195

 

186,738

 

187,491

 

186,738

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - basic

 

$

0.22

 

$

0.28

 

$

1.10

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - diluted

 

$

0.22

 

$

0.28

 

$

1.10

 

$

1.00

 

 



 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

Washington Prime only

(dollars in thousands)

 

 

 

December 31,
2014

 

December 31,
2013

 

Assets:

 

 

 

 

 

Investment properties at cost

 

$

5,292,665

 

$

4,789,705

 

Less accumulated depreciation

 

2,113,929

 

1,974,949

 

 

 

3,178,736

 

2,814,756

 

 

 

 

 

 

 

Cash and cash equivalents

 

108,768

 

25,857

 

Tenant accounts receivable and accrued revenue, net

 

69,616

 

61,121

 

Investment in unconsolidated subsidiaries, at equity

 

 

3,554

 

Deferred costs and other assets, net

 

170,883

 

97,370

 

Total assets

 

$

3,528,003

 

$

3,002,658

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgage notes payable

 

$

1,435,114

 

$

918,614

 

Unsecured term loan

 

500,000

 

 

Revolving credit facility

 

413,750

 

 

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

194,014

 

151,011

 

Cash distributions and losses in partnerships and joint ventures, at equity

 

15,298

 

41,313

 

Other liabilities

 

11,786

 

7,195

 

Total Liabilities

 

2,569,962

 

1,118,133

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

16

 

 

Capital in excess of par value

 

720,921

 

 

SPG equity

 

 

1,565,169

 

Retained earnings

 

68,114

 

 

Total stockholders’ equity

 

789,051

 

1,565,169

 

Noncontrolling interests

 

168,990

 

319,356

 

Total equity

 

958,041

 

1,884,525

 

Total liabilities and equity

 

$

3,528,003

 

$

3,002,658

 

 



 

CALCULATION OF FUNDS FROM OPERATIONS (INCLUDING PRO-RATA SHARE OF JOINT VENTURES)

(Unaudited)

Washington Prime only

(dollars in thousands, except per share data)

 

 

 

Three Months Ended December
31,

 

Twelve Months Ended December 31,

 

 

 

2014

 

2013

 

2014

 

2013

 

Funds from Operations (“FFO”):

 

 

 

 

 

 

 

 

 

Net income

 

$

40,851

 

$

51,504

 

$

205,455

 

$

187,334

 

Real estate depreciation and amortization, including joint venture impact

 

55,556

 

45,535

 

200,584

 

186,303

 

Noncontrolling interest portion of depreciation

 

 

(47

)

 

(165

)

Gain upon acquisition of controlling interests and on sale of interests in properties

 

(10,509

)

 

(110,988

)

(14,152

)

Net income attributable to noncontrolling interest holders in properties

 

 

(35

)

 

(213

)

FFO

 

$

85,898

 

$

96,957

 

$

295,051

 

$

359,107

 

 

 

 

 

 

 

 

 

 

 

Adjusted Funds from Operations:

 

 

 

 

 

 

 

 

 

FFO

 

$

85,898

 

$

96,957

 

$

295,051

 

$

359,107

 

Add back: Simon spin transaction costs

 

(1,024

)

 

38,907

 

 

Add back: Glimcher merger costs

 

6,339

 

 

8,839

 

 

Adjusted FFO

 

$

91,213

 

$

96,957

 

$

342,797

 

$

359,107

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - diluted

 

188,195

 

186,738

 

187,491

 

186,738

 

 

 

 

 

 

 

 

 

 

 

FFO per diluted share

 

$

0.46

 

$

0.52

 

$

1.57

 

$

1.92

 

Total adjustments

 

0.02

 

 

0.25

 

 

Adjusted FFO per diluted share

 

$

0.48

 

$

0.52

 

$

1.83

 

$

1.92

 

 



 

NET OPERATING INCOME GROWTH FOR COMPARABLE PROPERTIES

(Unaudited)

Washington Prime only

Including Pro-Rata Share of Unconsolidated Properties

(dollars in thousands)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2014

 

2013

 

Variance

 

2014

 

2013

 

Variance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

40,851

 

$

51,504

 

$

(10,653

)

$

205,455

 

$

187,334

 

$

18,121

 

Income and other taxes

 

940

 

26

 

914

 

1,215

 

196

 

1,019

 

Interest expense

 

22,639

 

13,811

 

8,828

 

82,452

 

55,058

 

27,394

 

Gain on sale of interests in properties

 

(10,509

)

 

(10,509

)

(110,988

)

(14,152

)

(96,836

)

Income from unconsolidated entities

 

(127

)

(564

)

437

 

(973

)

(1,416

)

443

 

Operating Income

 

53,794

 

64,777

 

(10,983

)

177,161

 

227,020

 

(49,859

)

General and administrative

 

5,959

 

 

5,959

 

12,219

 

 

12,219

 

Spin-off costs

 

(1,024

)

 

(1,024

)

38,907

 

 

38,907

 

Merger and transaction costs

 

6,339

 

 

6,339

 

8,839

 

 

8,839

 

Depreciation and amortization

 

55,327

 

45,657

 

9,670

 

197,890

 

182,828

 

15,062

 

NOI of consolidated properties

 

$

120,395

 

$

110,434

 

$

9,961

 

$

435,016

 

$

409,848

 

$

25,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOI of unconsolidated properties

 

2,914

 

11,408

 

(8,494

)

25,958

 

44,352

 

(18,394

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total NOI of our portfolio

 

$

123,309

 

$

121,842

 

$

1,467

 

$

460,974

 

$

454,200

 

$

6,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less NOI from non-comparable properties (1)

 

4,088

 

4,714

 

(626

)

14,921

 

15,326

 

(405

)

Comparable NOI

 

$

119,221

 

$

117,128

 

$

2,093

 

$

446,053

 

$

438,874

 

$

7,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable NOI percentage change

 

 

 

 

 

1.8

%

 

 

 

 

1.6

%

 


(1) Also includes adjustments to exclude non-comparable items such as lease termination fees and sales of outparcels.