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8-K - 8-K - WASHINGTON PRIME GROUP INC.a14-23637_18k.htm

Exhibit 99.1

 

 

News Release

 

Washington Prime Group Reports Third Quarter 2014 Results and Announces Dividend

 

BETHESDA, MD, November 4, 2014 — Washington Prime Group (NYSE:WPG) today reported results for the quarter ended September 30, 2014.

 

Results for the Third Quarter

 

Funds from Operations (“FFO”) was $79.5 million or $0.42 per diluted share compared to $86.4 million or $0.46 per diluted share in the prior year period. Included in third quarter FFO is increased interest expense of $9.4 million or $0.05 per diluted share as well as $2.5 million or $0.01 per diluted share of expenses related to the proposed merger with Glimcher.

 

Net income for the third quarter was $38.8 million or $0.21 per diluted share compared to $38.6 million or $0.21 per diluted share in the prior year period.  Included in net income for the third quarter of 2014 are gains of $9.0 million or $0.05 per diluted share from acquisitions of controlling property interests and sale of interests.

 

Same property net operating income (NOI) for the third quarter of 2014 increased 2.8 percent from the third quarter of 2013. Ending occupancy for the portfolio rose to 92.7 percent, an increase of 50 basis points from the third quarter of 2013 and 30 basis points from the second quarter of 2014.

 

Results for the Nine Months

 

FFO for the nine months ending September 30, 2014 was $209.2 million or $1.12 per diluted share; for the same period in the prior year FFO was $262.2 million or $1.40 per diluted share.  Year-to-date results include increased interest expense of $18.6 million or $0.10 per diluted share, $39.9 million or $0.21 per diluted share of transaction expenses related to the spin-off from Simon Property Group effective May 28, 2014, and $2.5 million or $0.01 per diluted share of expenses related to the proposed merger with Glimcher.

 

For the nine months ended September 30, 2014, net income was $164.6 million or $0.88 per diluted share compared to $135.8 million or $0.73 per diluted share for the same period in the prior year.  Increased gains on acquisitions of controlling property interests and sale of interests of $86.3 million or $0.46 per diluted share are included in the results for the nine months ended September 30, 2014.

 

Year-to-date same property NOI increased 1.6 percent over the same period in 2013.

 



 

Merger Update

 

On September 16, Washington Prime and Glimcher Realty Trust (NYSE:GRT) (“Glimcher”) announced that they had entered into a definitive agreement under which Washington Prime will acquire Glimcher in a stock and cash transaction valued at $14.20 per Glimcher common share. The total transaction value, including the assumption of debt, is approximately $4.3 billion.  The new company, which will be renamed WPGlimcher, will have a combined portfolio of 119 properties totaling approximately 68 million square feet of gross leasable area.

 

On October 28, the companies filed a preliminary Form S-4 Registration Statement with the SEC. The transaction is expected to close in the first quarter of 2015.

 

Investment Activity

 

Acquisitions and Dispositions

 

During the quarter, Washington Prime sold Highland Lakes Center, an open-air center in Orlando, FL, for approximately $21.5 million for a gain of approximately $9.0 million.

 

Redevelopment

 

The company has an active redevelopment pipeline with approximately 15 projects totaling $100 million currently under redevelopment.  Six additional projects totaling approximately $125 million are in various stages of the approval process.

 

Dividends

 

Washington Prime announced today that its board of directors declared a quarterly cash dividend of $0.25 per common share as well as a distribution of $0.25 per operating partnership unit.  Both amounts are payable on December 15, 2014, to shareholders and unitholders of record on November 26, 2014.

 

Earnings Call

 

Due to the proposed merger transaction the company is not hosting a quarterly earnings call.  However, as WPGlimcher, we expect to establish regular quarterly earnings calls in 2015.

 

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 an indicator of financial performance and are not alternatives to cash flow from operating activities

 

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(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 FFO 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”)

 

We routinely post important information online on our investor relations website, investors.washingtonprime.com. We use this website, press releases, SEC filings, conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. We encourage members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through our website is not incorporated by reference into, and is not a part of, this document.

 

Forward Looking Statements

 

Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company’s ability to meet debt service requirements, the availability and terms of financing, changes in the Company’s credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic conditions, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, the intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in our annual and quarterly reports filed with the SEC and in the disclosures incorporated by reference into our Form 10-Q for the period ending September 30, 2014 and attached to such Form 10-Q as Exhibit 99.1. The Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise unless required by law.

 

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About Washington Prime Group

 

Washington Prime Group (NYSE: WPG) is a retail REIT that owns and manages more than 95 shopping centers totaling more than 50 million square feet diversified by size, geography and tenancy. When the proposed merger with Glimcher Realty Trust (NYSE: GRT) is completed, the combined company will be named WPGlimcher and will have a portfolio of 119 properties totaling approximately 68 million square feet of gross leasable area. For more information visit washingtonprime.com.

 

Important Additional Information and Where to Find It

 

In connection with the proposed transaction, WPG has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a proxy statement of GRT and a prospectus of WPG, and GRT will file other documents with respect to WPG’s proposed acquisition of GRT.  GRT plans to mail the definitive proxy statement/prospectus and a form of proxy to its shareholders in connection with the proposed transaction.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WPG, THE PROPOSED TRANSACTION AND RELATED MATTERS.

 

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about WPG and GRT, may be obtained at the SEC’s Internet site (http://www.sec.gov). You are also able to obtain these documents, free of charge, from WPG by accessing WPG’s website at investors.washingtonprime.com under the heading “Financial Information” and then under “SEC Filings” or from GRT by accessing GRT’s website at investor.glimcher.com under the heading “Financial Information” and then under “SEC Filings”.  Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Washington Prime Group Inc., 7315 Wisconsin Avenue, Bethesda, Maryland 20814, Attention: Investor Relations, Telephone: 240-630-0021 or to Glimcher Realty Trust, 180 East Broad Street, Columbus, Ohio  43215, Attention: Investor Relations, Telephone: 614-887-5632.

 

WPG, GRT and their respective directors, trustees and executive officers and other persons may be deemed to be participants in the solicitation of proxies from GRT’s shareholders in respect of the proposed transaction that will be described in the proxy statement/prospectus.  Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies from GRT’s shareholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, in GRT is set forth in GRT’s Annual Report on Form 10-K for the year ended December 31, 2013 and its Proxy Statement on Schedule 14A, dated March 28, 2014, which are filed with the SEC.  Additional information regarding the interests of WPG’s and GRT’s directors, trustees and executive officers in the proposed transaction, which may be

 

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different than those of GRT’s shareholders generally, will be contained in the proxy statement/prospectus when filed with the SEC.

 

Contact:

 

Barbara M. Pooley, 240-630-0005

SVP, Finance

barbara.pooley@washingtonprime.com

 

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Washington Prime Group Inc.

Unaudited Consolidated and Combined Statements of Operations

(Dollars in thousands, except per share amounts)

 

 

 

September 30,

 

December 31,

 

 

 

2014

 

2013

 

ASSETS:

 

 

 

 

 

Investment properties at cost

 

$

5,210,439

 

$

4,789,705

 

Less - accumulated depreciation

 

2,069,421

 

1,974,949

 

 

 

3,141,018

 

2,814,756

 

Cash and cash equivalents

 

120,808

 

25,857

 

Tenant receivables and accrued revenue, net

 

61,053

 

61,121

 

Investment in unconsolidated entities, at equity

 

5,242

 

3,554

 

Deferred costs and other assets

 

170,809

 

97,370

 

Total assets

 

$

3,498,930

 

$

3,002,658

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Mortgage notes payable

 

$

1,501,566

 

$

918,614

 

Unsecured term loan

 

500,000

 

 

Revolving credit facility

 

340,750

 

 

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

152,004

 

151,011

 

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

 

15,245

 

41,313

 

Other liabilities

 

23,561

 

7,195

 

Total liabilities

 

2,533,126

 

1,118,133

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Common stock, $0.0001 par value, 300,000,000 shares authorized, 155,162,597 issued and outstanding in 2014

 

16

 

 

Capital in excess of par value

 

722,140

 

 

SPG Equity

 

 

1,565,169

 

Retained earnings

 

73,276

 

 

Total stockholders’ equity

 

795,432

 

1,565,169

 

Noncontrolling interests

 

170,372

 

319,356

 

Total equity

 

965,804

 

1,884,525

 

Total liabilities and equity

 

$

3,498,930

 

$

3,002,658

 

 



 

Washington Prime Group Inc.

Unaudited Consolidated and Combined Statements of Operations

(Dollars in thousands, except per share amounts)

 

 

 

For the Three Months

 

For the Nine Months

 

 

 

Ended September 30,

 

Ended September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

REVENUE:

 

 

 

 

 

 

 

 

 

Minimum rent

 

$

113,887

 

$

104,905

 

$

328,898

 

$

313,390

 

Overage rent

 

1,747

 

1,396

 

4,991

 

5,000

 

Tenant reimbursements

 

50,814

 

47,523

 

145,161

 

138,698

 

Other income

 

1,236

 

1,555

 

4,778

 

4,096

 

Total revenue

 

167,684

 

155,379

 

483,828

 

461,184

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Property operating

 

29,268

 

27,713

 

81,627

 

77,533

 

Depreciation and amortization

 

49,307

 

46,771

 

142,563

 

137,171

 

Real estate taxes

 

20,430

 

20,144

 

59,129

 

58,501

 

Repairs and maintenance

 

5,169

 

5,001

 

17,253

 

15,890

 

Advertising and promotion

 

1,954

 

2,270

 

5,838

 

6,215

 

Provision for (recovery of) credit losses

 

447

 

376

 

1,852

 

260

 

General and administrative

 

4,395

 

0

 

6,260

 

0

 

Transaction and related costs

 

0

 

0

 

39,931

 

0

 

Merger costs

 

2,500

 

0

 

2,500

 

0

 

Ground rent and other costs

 

1,108

 

1,017

 

3,508

 

3,371

 

Total operating expenses

 

114,578

 

103,292

 

360,461

 

298,941

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

53,106

 

52,087

 

123,367

 

162,243

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(23,219

)

(13,791

)

(59,813

)

(41,247

)

Income and other taxes

 

(134

)

(68

)

(275

)

(170

)

Income from unconsolidated entities

 

99

 

353

 

846

 

852

 

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

 

8,969

 

0

 

100,479

 

14,152

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

38,821

 

38,581

 

164,604

 

135,830

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

6,620

 

6,347

 

28,210

 

23,116

 

 

 

 

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

32,201

 

$

32,234

 

$

136,394

 

$

112,714

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE, BASIC AND DILUTED

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

0.21

 

$

0.21

 

$

0.88

 

$

0.73

 

 


 


 

Washington Prime Group Inc.

Unaudited Consolidated and Combined Statements of Cash Flows

(Dollars in thousands)

 

 

 

For the Nine Months

 

 

 

Ended September 30,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net Income

 

$

164,604

 

$

135,830

 

Adjustments to reconcile net income to net cash provided by operating activities -

 

 

 

 

 

Depreciation and amortization

 

143,768

 

138,518

 

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

 

(100,479

)

(14,152

)

Loss on debt extinguishment

 

2,894

 

0

 

Provision for (recovery of) credit losses

 

1,852

 

260

 

Straight-line rent

 

(464

)

69

 

Equity in income of unconsolidated entities

 

(846

)

(852

)

Distributions of income from unconsolidated entities

 

880

 

1,114

 

Changes in assets and liabilities -

 

 

 

 

 

Tenant receivables and accrued revenue, net

 

335

 

1,187

 

Deferred costs and other assets

 

(13,423

)

(237

)

Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities

 

(176

)

(16,591

)

Net cash provided by operating activities

 

198,945

 

245,146

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(154,370

)

0

 

Capital expenditures, net

 

(63,868

)

(67,230

)

Net proceeds from sale of assets

 

24,976

 

0

 

Investments in unconsolidated entities

 

(2,493

)

(1,956

)

Distributions of capital from unconsolidated entities

 

1,180

 

3,274

 

Net cash used in investing activities

 

(194,575

)

(65,912

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Distributions to SPG, net

 

(1,060,187

)

(173,552

)

Distributions to noncontrolling interest holders in properties

 

(845

)

(261

)

Distributions on common shares/units

 

(47,055

)

0

 

Proceeds from issuance of debt, net of transaction costs

 

1,379,575

 

 

Repayments of debt including prepayment penalties

 

(180,907

)

(7,763

)

Net cash provided by (used in) financing activities

 

90,581

 

(181,576

)

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

94,951

 

(2,342

)

CASH AND CASH EQUIVALENTS, beginning of period

 

25,857

 

30,986

 

CASH AND CASH EQUIVALENTS, end of period

 

$

120,808

 

$

28,644

 

 



 

Washington Prime Group Inc.

Unaudited Reconciliation of Non-GAAP Financial Measures

(Dollars in thousands, except share/unit amounts)

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

38,821

 

$

38,581

 

$

164,604

 

$

135,830

 

Adjustments to Arrive at FFO:

 

 

 

 

 

 

 

 

 

Depreciation and amortization from consolidated properties

 

49,301

 

46,771

 

142,555

 

137,171

 

Our share of depreciation and amortization from unconsolidated entities

 

337

 

1,172

 

2,473

 

3,597

 

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

 

(8,969

)

0

 

(100,479

)

(14,152

)

Net income attributable to noncontrolling interest holders in properties

 

0

 

(46

)

0

 

(178

)

Noncontrolling interests portion of depreciation and amortization

 

0

 

(41

)

0

 

(118

)

 

 

 

 

 

 

 

 

 

 

FFO of the Operating Partnership (1)

 

$

79,490

 

$

86,437

 

$

209,153

 

$

262,150

 

FFO allocable to limited partners

 

13,925

 

14,616

 

35,844

 

44,327

 

FFO allocable to shareholders

 

$

65,565

 

$

71,821

 

$

173,309

 

$

217,823

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.21

 

$

0.21

 

$

0.88

 

$

0.73

 

Adjustments to arrive at FFO per share:

 

 

 

 

 

 

 

 

 

Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated properties

 

0.26

 

0.25

 

0.78

 

0.75

 

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

 

(0.05

)

 

(0.54

)

(0.08

)

 

 

 

 

 

 

 

 

 

 

Diluted FFO per share

 

$

0.42

 

$

0.46

 

$

1.12

 

$

1.40

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average shares outstanding

 

155,162,597

 

155,162,597

 

155,162,597

 

155,162,597

 

Weighted average limited partnership units outstanding

 

32,955,058

 

31,575,487

 

32,091,064

 

31,575,487

 

Diluted weighted average shares and units outstanding

 

188,117,655

 

186,738,084

 

187,253,661

 

186,738,084

 

 


(1)         FFO includes transaction costs related to WPG’s separation from SPG of $39.9 million, or $0.21 per diluted share, in the nine months ended September 30, 2014 and costs associated with the proposed merger with Glimcher of $2.5 million, or $0.01 per diluted share, in the three and nine months ended September 30, 2014.  Additionally, FFO includes general and administrative costs related to being a publicly traded company after the separation of $4.4 million, or $0.02 per diluted share, and $6.3 million, or $0.03 per diluted share, in the three and nine months ended September 30, 2014, respectively.  Finally, FFO includes interest expense related to additional indebtedness incurred related to the separation of approximately $9.2 million, or $0.05 per diluted share, and approximately $15.9 million, or $0.08 per diluted share, in the three and nine months ended September 31, 2014, respectively.

 


 


 

Washington Prime Group Inc.

Unaudited Reconciliation of Non-GAAP Financial Measures

(Dollars in thousands)

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Reconciliation of NOI of consolidated properties:

 

 

 

 

 

 

 

 

 

Net Income

 

$

38,821

 

$

38,581

 

$

164,604

 

$

135,830

 

Income and other taxes

 

134

 

68

 

275

 

170

 

Interest expense

 

23,219

 

13,791

 

59,813

 

41,247

 

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

 

(8,969

)

 

(100,479

)

(14,152

)

Income from unconsolidated entities

 

(99

)

(353

)

(846

)

(852

)

General and administrative

 

4,395

 

 

6,260

 

 

Transaction and related costs

 

 

 

39,931

 

 

Merger costs

 

2,500

 

 

2,500

 

 

Operating Income

 

60,001

 

52,087

 

172,058

 

162,243

 

Depreciation and amortization

 

49,307

 

46,771

 

142,563

 

137,171

 

NOI of consolidated properties

 

$

109,308

 

$

98,858

 

$

314,621

 

$

299,414

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of NOI of unconsolidated entities:

 

 

 

 

 

 

 

 

 

Net Income

 

$

701

 

$

3,457

 

$

6,625

 

$

10,432

 

Interest expense

 

1,084

 

3,634

 

7,908

 

10,709

 

NOI of properties sold

 

20

 

22

 

28

 

(523

)

Operating Income

 

1,805

 

7,113

 

14,561

 

20,618

 

Depreciation and amortization

 

1,200

 

3,691

 

8,450

 

11,101

 

NOI of unconsolidated entities

 

$

3,005

 

$

10,804

 

$

23,011

 

$

31,719

 

 

 

 

 

 

 

 

 

 

 

Total consolidated and unconsolidated NOI from continuing operations

 

$

112,313

 

$

109,662

 

$

337,632

 

$

331,133

 

Adjustments to NOI:

 

 

 

 

 

 

 

 

 

NOI of properties sold

 

(21

)

71

 

33

 

1,225

 

Total NOI of our portfolio

 

$

112,292

 

$

109,733

 

$

337,665

 

$

332,358

 

Change in NOI from prior period

 

2.3

%

 

 

1.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Less: Joint venture partners’ share of NOI

 

(2,517

)

(8,746

)

(18,165

)

(27,050

)

Our Share of NOI

 

$

109,775

 

$

100,987

 

$

319,500

 

$

305,308

 

Increase in our share of NOI from prior period

 

8.7

%

 

 

4.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Total NOI of our portfolio

 

$

112,292

 

$

109,733

 

$

337,665

 

$

332,358

 

NOI from non comparable properties (1)

 

2,912

 

3,349

 

10,833

 

10,612

 

Total NOI of comparable properties (2)

 

$

109,380

 

$

106,384

 

$

326,832

 

$

321,746

 

Change in NOI of comparable properties

 

2.8

%

 

 

1.6

%

 

 

 


(1)         NOI excluded from comparable property NOI relates to properties not owned and operated in both periods under comparison and excluded income noted in footnote 2 below.

 

(2)         Comparable properties are shopping centers that were owned in both of the periods under comparison. Eight properties were considered non comparable for the periods under comparison. Excludes lease termination income, interest income, land sale gains and the impact of significant redevelopment activities.