- Company reaffirms fiscal 2018 guidance
Washington Prime Group Inc. (NYSE:WPG) today
reported financial and operating results for the second quarter
ended June 30, 2018 that reflect continued progress of the
execution of the Company’s financial, operating and strategic
objectives. A description of each non-GAAP financial measure and
the related reconciliation to the comparable GAAP financial measure
are included in this release.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
(per
share amounts) |
|
2018 |
|
2017 |
|
|
|
2018 |
|
|
2017 |
Net
income per diluted share |
|
$ |
0.05 |
|
$ |
0.72 |
|
|
$ |
0.13 |
|
$ |
0.77 |
FFO per
diluted share |
|
$ |
0.37 |
|
$ |
0.50 |
|
|
$ |
0.76 |
|
$ |
0.92 |
FFO per
diluted share, as adjusted (AFFO)¹ |
|
$ |
0.37 |
|
$ |
0.40 |
|
|
$ |
0.76 |
|
$ |
0.83 |
|
(1) |
|
A
reconciliation of funds from operations (FFO) to FFO, as adjusted
(AFFO), for the periods presented is included in the reconciliation
of net income attributable to common shareholders to FFO, which is
included in this release. |
|
|
|
|
Business Highlights
- The year-over-year difference in net income is primarily due to
the sale of a 49% interest in six properties during the second
quarter of 2017 as noted below.
- Comparable net operating income (NOI) for the Company’s 41 Tier
One enclosed retail properties increased 0.6% during the second
quarter of 2018, demonstrating continued stable performance. Tier
One occupancy increased 10 basis points to 92.8% as of June 30,
2018.
- Comparable NOI growth for the Company’s 51 Open Air properties
increased 2.6% during the second quarter of 2018. Open Air
occupancy increased 10 basis points to 95.1% as of June 30,
2018.
- Combined Tier One and Open Air comparable NOI growth increased
1.1% during the second quarter of 2018. As of June 30, 2018, Tier
One and Open Air assets represent approximately 90% of core
portfolio NOI.
- Occupancy cost for the core portfolio decreased 30 basis points
to 12.3% as of June 30, 2018. As of June 30, 2018, occupancy cost
for Tier One and Tier Two enclosed retail properties was 12.0% and
13.7%, respectively.
- Year-to-date, leasing continues to be robust with total leasing
volume for the core portfolio totaling nearly 2.4 million square
feet through July 25, 2018.
- Lifestyle tenancy, which includes food, beverage,
entertainment, fitness and services accounted for 44% of total new
leasing activity during the first half of 2018.
- Tenant driven redevelopment remains one of the Company’s most
intriguing value propositions. Redevelopment efforts include
43 projects currently underway ranging between $1.0 million and
$60.0 million, with an average estimated project yield of
approximately 10%.
- During the second quarter of 2018, the Company proactively
gained control of six Sears department store spaces located at Tier
One properties for future redevelopment efforts.
Lou Conforti, CEO and Director stated: "We
reported adjusted FFO of $0.37 for the second quarter of 2018 and
reaffirmed full year adjusted FFO guidance. From the onset, it was
imperative we demonstrated cash flow stability as we rolled up our
sleeves and cleaned up our operational and financial acts. As a
result, future prospects for Washington Prime Group are brighter
today than when I joined the Company two years ago. The reason why
is straightforward: Our decision to focus upon financial
wherewithal and operational efficacy has resulted in increased
visibility.
"There is still a heck of a lot to be
accomplished. Notwithstanding, the incremental progress we make
every single day confirms that our labor is not Sisyphean in
nature. While there is still an 'uphill battle', the slope has
become dramatically less steep. We muster our formidable
operational, financial and strategic resources in concerted fashion
and every time we roll the stone up the hill, it is with purpose.
Rest assured, my colleagues and I will keep pushing on until this
proverbial boulder gathers momentum and on its way down crushes
those pundits who doubted us.
"While the following might qualify me as master
of the obvious, if you want cash flow, lease space. To wit, during
the six months ended June 30, 2018 total leasing volume for the
core portfolio was 2.0 million square feet, of which 44% was to
lifestyle tenancy, which includes food, beverage, entertainment and
fitness. This excludes an additional 400,000 square feet of total
leasing volume completed in July 2018. We continue to incent our
leasing professionals as it relates to diversifying tenancy and
during the six months ended June 30, 2018 we had 100 leases
qualify, which compares to 220 leases in 2017.
"As a percentage of core NOI, Tier Two was
closer to 25% when I took the helm of Washington Prime Group. As of
June 30, 2018, Tier Two represents approximately 10% of core NOI.
Contrary to popular belief, these assets make money. We have pared
13 of these assets with another three recently classified as
Noncore. As a reminder, 42% of Tier Two NOI is encumbered with an
indebtedness yield of 12.5%, and we have proven several times we
are not averse to handing back keys to special servicers when the
situation is warranted. In addition, I have previously
emphasized the intrinsic volatility within the Tier Two portfolio.
These assets require a higher risk adjusted ROIC threshold, hence,
a transaction has to make the utmost financial sense before a
marginal unit of capital is allocated.
"Turning to inline tenant bankruptcies, the
black cloaked, scythe wielding grim reaper of bankruptcy mentioned
during last quarter's conference call appears to have reduced his
workload for the time being. During 2017, the full year impact was
approximately 716,000 square feet, while 2018 inline bankruptcies
have totaled approximately 114,000 square feet through June 30,
2018. Recall, since 2014, we had approximately 2.3 million square
feet, or nearly 10% of inline space, negatively impacted by tenant
bankruptcies. In spite of this, we evidenced minimal variance as it
relates to financial and operating metrics. For instance, between
2014 and 2018, comparable occupancy decreased less than 2.0% as of
June 30, 2018, while comparable NOI is forecasted to increase 1.0%
and tenant allowances have generally decreased for the core
portfolio. Make no mistake about it, there will be additional
bankruptcies and we have planned accordingly.
"Recent operational improvements are admittedly
a source of pride as I have observed our entire Company rally
around these measures. I'll quickly mention a couple: Redefining
local management. Think about it, General Managers serve as the
primary interface for our more than 300 million annual guests.
Hence, they should serve as a 'goodwill ambassador' acting as
'local eyes and ears' by identifying relevant goods and services.
As a result we have reconsidered their role and have increased
their revenue generation responsibilities as it relates to
procuring local leasing and sponsorship.
"We also are in the process of implementing what
we refer to as 'The Hub' and have 52 locations so far. Let me
further explain by evoking the Netflix television series Stranger
Things. Instead of sequestering local management in an alternate
dimension similar to that of The Upside Down (also known as the
'mall management office'), we have moved them 'front and center'
into the common area. As a result, one does not have to journey
down a dimly lit labyrinth replete with Demogorgons in order to
inquire about the upcoming Easter egg hunt. From the overwhelmingly
positive responses we've received, one would think we had invented
the Slurpee. Take a look at our website for examples of this highly
sophisticated technological innovation. Wait a minute, it's just a
large table with electrical outlets and visible signage. Bottom
line: A little common sense goes a long way.
"Turning our attention to redevelopment, we
currently have 43 projects underway between $1.0 million and $60.0
million with an average estimated yield of approximately 10%. In
addition, six projects are currently in the final review phase. As
a reminder, we have allocated approximately 90% of redevelopment
capital spend to Open Air and Tier One assets since the beginning
of 2016. Related to redevelopment is the adaptive reuse of former
department stores. In this regard, our proactive approach has
served us well. During the second quarter of 2018, the Company
proactively gained control of six Sears department store spaces
located at Tier One properties for future redevelopment efforts.
Currently, Washington Prime Group has 28 department store boxes in
our Tier One and Open Air portfolio which we believe will need to
be repositioned. This includes Sears, other than those owned by
Seritage, and Bon-Ton department stores. Of the 28 locations, we
own all but three spaces, and we are currently in various stages of
planning and negotiations to replace or redevelop 23 of these
locations. To put this into perspective, revenue derived from the
aforementioned 28 boxes equates to only 1.7% of total annualized
revenue for the combined Tier One and Open Air portfolio.
"In closing, status quo is not acceptable. The
late musician Frank Zappa stated 'without deviation from the norm,
progress is not possible'. I wholeheartedly embrace this notion of
'thinking outside the box' and the newfound corporate culture of
Washington Prime Group reflects this ideal as we continue to grind
it out."
Second Quarter Results
Net income attributable to common shareholders
for the second quarter of 2018 was $10.1 million, or $0.05 per
diluted share, compared to $135.5 million, or $0.72 per diluted
share, a year ago. The year-over-year difference in net
income primarily relates to the sale of a 49% interest in six
properties following the formation of the second joint venture with
O’Connor Mall Partners, L.P., an affiliate of O’Connor Capital
Partners (“O’Connor”) for a gain of $126.1 million, as well as a
$21.2 million gain recognized in conjunction with the discounted
pay-off of a mortgage loan secured by Mesa Mall, a Tier One asset
located in Grand Junction, Colorado, both of which were completed
during the second quarter of 2017. In connection with 2018
disposition activities, the Company recorded a net gain of $8.1
million for the three months ended June 30, 2018 related to the
sale of restaurant outparcels, as further discussed below.
Funds from Operations (FFO) for the second
quarter of 2018 were $83.8 million, or $0.37 per diluted
share. This compares to $110.6 million, or $0.50 per diluted
share, during the same quarter a year ago. Results for the second
quarter of 2017 include a gain on the extinguishment of debt of
$21.2 million. When excluding this item, adjusted FFO (“AFFO”) for
the second quarter of 2017 was $89.4 million, or $0.40 per diluted
share. There was no such gain during the second quarter of
2018.
Comparable NOI for the core portfolio decreased
0.7% during the second quarter of 2018, compared to the same period
a year ago. Comparable NOI growth for the Company’s 41 Tier One
enclosed retail properties increased 0.6% during the second quarter
of 2018, compared to a year ago, demonstrating continued stable
performance. Comparable NOI growth for the Company’s 51 Open Air
properties increased 2.6% during the second quarter of 2018,
compared to a year ago.
Operational Highlights
Ending occupancy for the core portfolio was
92.7% as of June 30, 2018, compared to 93.0% a year ago. Base
rent per square foot for the core portfolio was $21.68 as of June
30, 2018, compared to $21.73 per square foot a year ago.
Inline store sales at core enclosed retail properties were $377 per
square foot for the twelve months ended June 30 2018, compared to
$375 per square foot a year ago. Operating metrics by asset group
can be found in the second quarter 2018 Supplemental Information
report available on the Company’s website.
Financial Activity
Acquisitions
On April 11, 2018 the Company completed the
acquisition of four Sears department stores and adjacent Sears Auto
Centers for $28.5 million through a sale-leaseback transaction. The
Sears properties are located at the following Tier One enclosed
retail properties: Longview Mall, located in Longview, Texas;
Polaris Fashion Place®, located in Columbus, Ohio; Southern Hills
Mall, located in Sioux City, Iowa; and Town Center at Aurora,
located in Aurora, Colorado. The purchase was funded by a
combination of $13.4 million from the Company’s credit facility,
$9.7 million in proceeds from the restaurant outparcel sale
discussed below, and $5.4 million from the Company’s joint venture
partner O’Connor.
On April 24, 2018, the Company completed the
purchase of Southgate Mall, located in Missoula, Montana, for $58.0
million in conjunction with a planned reverse Section 1031 exchange
utilizing the proceeds from the Four Corners transaction as
detailed below. Southgate Mall, a Tier One asset, is a dominant
hybrid town center which features specialty grocer Lucky’s Market
and a nine-screen dine-in AMC theatre.
Dispositions
The Company completed the sale of the first
tranche of restaurant outparcels to FCPT Acquisitions, LLC ("Four
Corners") pursuant to the purchase and sale agreement executed on
September 20, 2017 between the Company and Four Corners. The
first tranche, which was completed during the first quarter of
2018, consisted of 10 outparcels, with an allocated purchase price
of approximately $13.7 million. A portion of the net proceeds of
approximately $13.5 million was used to partially fund the
acquisition of four Sears parcels on April 11, 2018, as discussed
above, and for general corporate purposes. Additionally, on June
29, 2018, the Company completed the sale of the second tranche,
which consisted of five outparcels, for an allocated purchase price
of approximately $9.5 million. The Company expects to close
on the remaining outparcel sales of approximately $44.1 million of
during the second half of 2018, subject to due diligence and
closing conditions.
Mortgage Loans
On June 8, 2018, the Company exercised the first
of three options to extend the maturity date of the $65.0 million
term loan secured by Weberstown Mall, a Tier One asset located in
Stockton, California, for one year. The extended maturity date is
June 8, 2019, subject to two one-year extensions available at the
Company’s option subject to compliance with the terms of the
underlying loan agreement and payment of customary extension
fees.
Redevelopment Highlights
The Company continues to make progress on its
major redevelopment projects. Anchor repositioning and tenant
diversification remain among the Company’s most attractive uses of
capital given the returns and benefit to a center’s longer term
competitive positioning. Recent redevelopment highlights
include:
- Grand Central Mall, a Tier One property located in Parkersburg,
West Virginia – Ulta Beauty and Five Below will replace a former H.
H. Gregg anchor space and are expected to open in the fall of 2018.
The addition of Ulta Beauty and Five Below follows the announcement
of a 20,000-square-foot H&M opening in the fall of 2018 at
Grand Central Mall, which will replace the former Elder-Beerman
department store. Apart from Ulta Beauty, Five Below and H&M,
Grand Central Mall has seen approximately 37,000 square feet of new
or remodeled tenants open over the past 24 months.
- During the second quarter of 2018, the Company proactively
gained control of six Sears department store spaces for future
redevelopment efforts. The Sears properties are located at the
following Tier One enclosed retail properties: Longview Mall,
located in Longview, Texas; Polaris Fashion Place®, located in
Columbus, Ohio; Southern Hills Mall, located in Sioux City, Iowa;
Southern Park Mall, located in Youngstown, Ohio; Town Center at
Aurora, located in Aurora, Colorado; and WestShore Plaza, located
in Tampa, Florida. With the exception of Southern Park Mall, Sears
will continue to operate at these locations while redevelopment
plans are finalized.
- The RoomPlace will join the tenant lineup at three of the
Company’s enclosed retail properties. The Company has finalized
leases with The RoomPlace, a dynamic home furnishings retailer, at
the following locations: Dayton Mall, located in Dayton, Ohio;
Lincolnwood Town Center, located in Lincolnwood, Illinois; and The
Mall at Fairfield Commons, located in Dayton, Ohio. Along with The
RoomPlace store at Northwoods Mall, located in Peoria, Illinois,
which is performing above the Company’s expectations, the four
locations will comprise over 250,000 total square feet within the
Washington Prime Group portfolio.
2018 Guidance
The Company reaffirms guidance for fiscal 2018
net income attributable to common shareholders in the range of
$0.26 to $0.36 per diluted share and fiscal 2018 FFO in a range of
$1.48 to $1.56 per diluted share. The guidance includes the
closing of the acquisition of Southgate Mall, located in Missoula,
Montana, and assumes the closing of the remaining tranches of the
Four Corners outparcel dispositions later in third quarter of 2018.
The estimated net income and FFO exclude the impact of potential
net gains on the extinguishment of debt and any future gains from
the remaining Four Corners outparcel dispositions. There were
no other significant changes to key assumptions previously
provided, which are detailed in the second quarter 2018
Supplemental Information report available on the Company’s
website.
The following table provides the reconciliation
for the expected range of estimated net income attributable to
common shareholders per diluted share to estimated FFO per diluted
share, as adjusted, for the year ending December 31, 2018:
|
|
LowEnd |
|
HighEnd |
Estimated net income
attributable to common shareholders per diluted share |
|
$ |
0.26 |
|
$ |
0.36 |
|
|
|
|
|
Depreciation and
amortization including share of unconsolidated entities |
|
|
1.22 |
|
|
1.20 |
Estimated FFO per
diluted share |
|
$ |
1.48 |
|
$ |
1.56 |
|
|
|
|
|
Driven primarily by the impact of full
liquidations of some key national retailers, the Company is
projecting fiscal 2018 comparable NOI growth from the core
portfolio of approximately (1.0%), consistent with the lower end of
the original guidance projections. The following table
provides a reconciliation of net income from GAAP financial
statements to the Company’s NOI projection for the year:
(Dollars in thousands) |
|
|
|
|
Fiscal Year 2018 |
Operating income |
|
$ |
197,000 |
|
Depreciation and
amortization |
|
|
241,000 |
|
General and
administrative |
|
|
39,000 |
|
Management fees and
property allocated corporate expense |
|
|
18,500 |
|
Pro-rata share of
unconsolidated joint venture in comp NOI |
|
|
73,000 |
|
Non-comparable
properties and other (1) |
|
|
(28,900 |
) |
Noncore properties |
|
|
(14,100 |
) |
Projected comparable
NOI |
|
$ |
525,500 |
|
Projected comparable
NOI year-over-year growth (2) |
|
|
(1.0 |
%) |
|
(1) |
|
Includes fee
income, lease termination fees, straight line rents, fair market
adjustments and NOI for non-comparable properties. |
|
(2) |
|
Reported 2017
comparable NOI adjusted for actual and projected property
dispositions was $530.8 million. |
|
|
|
|
For the third quarter of 2018, the Company
estimates net income attributable to common shareholders to be in
the range of $0.04 to $0.07 per diluted share and FFO to be in the
range of $0.34 to $0.37 per diluted share.
A reconciliation of the range of estimated net
income per diluted share to estimated FFO per diluted share for the
third quarter of 2018 follows:
|
|
LowEnd |
|
HighEnd |
Estimated net income
attributable to common shareholders per diluted share |
|
$ |
0.04 |
|
$ |
0.07 |
Depreciation and
amortization including share of unconsolidated entities |
|
|
0.30 |
|
|
0.30 |
Estimated FFO per
diluted share |
|
$ |
0.34 |
|
$ |
0.37 |
|
Earnings Call and Webcast on July
26Washington Prime Group will host a conference call at
11:00 a.m. ET on Thursday, July 26, 2018, to discuss the Company’s
results and future outlook. Live streaming audio of the conference
call will be accessible from the investor relations section of the
Company’s website.
The dial-in number for the conference call is
844.646.4463 (or +1.615.247.0256 for international callers), and
the participant passcode is 2891447. The live audio webcast of the
call will be available on the investor relations section of the
Company’s website at www.washingtonprime.com.
A replay of the call will be available on the
Company’s website, or by calling 855.859.2056 (or +1.404.537.3406
for international callers), passcode is 2891447, beginning on
Thursday, July 26, 2018, at approximately 1:00 p.m. Eastern Time
through midnight on Thursday, August 9, 2018.
Supplemental InformationFor
additional details on the Company’s results and properties, please
refer to the Supplemental Information report on the investor
relations section of the Company’s website. This release as
well as the supplemental information have been furnished to the
Securities and Exchange Commission (SEC) in a Form 8-K.
About Washington Prime
GroupWashington Prime Group Inc. is a retail REIT and a
recognized leader in the ownership, management, acquisition and
development of retail properties. The Company combines a national
real estate portfolio with an investment grade balance sheet,
leveraging its expertise across the entire shopping center sector
to increase cash flow through rigorous management of assets and
provide new opportunities to retailers looking for growth
throughout the U.S. Washington Prime Group® and Shelby’s Sugar
Shop® are registered trademarks of the Company. Trademark and
patent registrations for Tangible™ are currently pending. Learn
more at www.washingtonprime.com.
ContactsLisa A. Indest, CAO
& Senior VP, Finance, 614.887.5844 or
lisa.indest@washingtonprime.comKimberly A. Green, VP, Investor
Relations & Corporate Communications, 614.887.5647 or
kim.green@washingtonprime.com
Non-GAAP Financial Measures
This press release includes FFO and NOI, including same property
NOI growth, which are financial performance measures not defined by
generally accepted accounting principles in the United States
(GAAP). Reconciliations of these non-GAAP financial measures to the
most directly comparable GAAP measures are included in this press
release. FFO and comparable NOI growth are financial performance
measures widely used by securities analysts, investors and other
interested parties in the evaluation of REITs. The Company believes
that FFO provides investors with additional information regarding
operating performance and a basis to compare the Company’s
performance with that of other REITs.
The Company uses FFO in addition to net income
to report operating results. We determine FFO based on the
definition set forth by the National Association of Real Estate
Investment Trusts (NAREIT) as net income computed in accordance
with GAAP, excluding real estate related depreciation and
amortization, excluding gains and losses from extraordinary items
and cumulative effects of accounting changes, excluding gains and
losses from the sales or disposals of previously depreciated retail
operating properties, excluding impairment charges of depreciable
real estate, plus the allocable portion of FFO of unconsolidated
entities accounted for under the equity method of accounting based
upon economic ownership interest.
NOI is used by industry analysts, investors and
Company management to measure operating performance of the
Company’s properties. NOI represents total property revenues less
property operating and maintenance expenses. Accordingly, NOI
excludes certain expenses included in the determination of net
income such as corporate general and administrative expense and
other indirect operating expenses, interest expense, impairment
charges and depreciation and amortization expense. These items are
excluded from NOI in order to provide results that are more closely
related to a property’s results of operations. In addition, the
Company’s computation of same property NOI excludes termination
income and income from outparcel sales. The Company also adjusts
for other miscellaneous items in order to enhance the comparability
of results from one period to another. Certain items, such as
interest expense, while included in FFO and net income, do not
affect the operating performance of a real estate asset and are
often incurred at the corporate level as opposed to the property
level. As a result, management uses only those income and expense
items that are incurred at the property level to evaluate a
property’s performance. Real estate asset related depreciation and
amortization, as well as impairment charges, are excluded from NOI
for the same reasons that they are excluded from FFO pursuant to
NAREIT’s definition.
Non-GAAP financial measures have limitations as
they do not include all items of income and expense that affect
operations, and accordingly, should always be considered as
supplemental to financial results presented in accordance with
GAAP. Investors should understand that the Company’s computation of
these non-GAAP measures might not be comparable to similar measures
reported by other REITs and that these non-GAAP measures do not
represent cash flow from operations as defined by GAAP, should not
be considered as alternatives to net income determined in
accordance with GAAP as a measure of operating performance and are
not alternatives to cash flows as a measure of liquidity. Investors
are cautioned that items excluded from these measures are
significant components in understanding and addressing financial
performance. Reconciliations of these measures are included in the
press release.
Regulation Fair Disclosure
(FD)The Company routinely posts important information
online on the investor relations section of the corporate website.
The Company uses this website, press releases, SEC filings,
conference calls, presentations and webcasts to disclose material,
non-public information in accordance with Regulation FD. The
Company encourages members of the investment community to monitor
these distribution channels for material disclosures. Any
information accessed through the Company’s website is not
incorporated by reference into, and is not a part of, this
document.
Forward-Looking StatementsThis
news release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995
which represent the current expectations and beliefs of management
of Washington Prime Group Inc. (“WPG”) concerning the proposed
transactions, the anticipated consequences and benefits of the
transactions and the targeted close date for the transactions, and
other future events and their potential effects on WPG, including,
but not limited to, statements relating to anticipated financial
and operating results, the Company’s plans, objectives,
expectations and intentions, cost savings and other statements,
including words such as “anticipate,” “believe,” “confident,”
“plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,”
and other similar expressions. Such statements are based upon the
current beliefs and expectations of WPG’s management, and involve
known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance, or achievements of WPG to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, without limitation: changes in
asset quality and credit risk; ability to sustain revenue and
earnings growth; changes in political, economic or market
conditions generally and the real estate and capital markets
specifically; the impact of increased competition; the availability
of capital and financing; tenant or joint venture partner(s)
bankruptcies; the failure to increase store occupancy and
same-store operating income; risks associated with the acquisition,
disposition, (re)development, expansion, leasing and management of
properties; changes in market rental rates; trends in the retail
industry; relationships with anchor tenants; risks relating to
joint venture properties; costs of common area maintenance;
competitive market forces; the level and volatility of interest
rates; the rate of revenue increases as compared to expense
increases; the financial stability of tenants within the retail
industry; the restrictions in current financing arrangements or the
failure to comply with such arrangements; the liquidity of real
estate investments; the impact of changes to tax legislation and
WPG’s tax positions; 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; significant costs related to environmental
issues; and other risks and uncertainties, including those detailed
from time to time in WPG’s statements and periodic reports filed
with the Securities and Exchange Commission, including those
described under “Risk Factors”. The forward-looking statements in
this communication are qualified by these risk factors. Each
statement speaks only as of the date of this press release and WPG
undertakes no obligation to update or revise any forward-looking
statements to reflect new information, subsequent events or
circumstances. Actual results may differ materially from current
projections, expectations, and plans, if any. Investors, potential
investors and others should give careful consideration to these
risks and uncertainties.
CONSOLIDATED STATEMENTS OF OPERATIONS |
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Washington Prime Group Inc. |
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(Unaudited, dollars in thousands, except per share
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2018 |
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2017 |
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2018 |
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2017 |
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Revenue: |
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|
|
Minimum rent |
$ |
121,787 |
|
|
$ |
129,433 |
|
|
$ |
245,126 |
|
|
$ |
266,549 |
|
|
Overage rent |
|
1,415 |
|
|
|
1,299 |
|
|
|
3,429 |
|
|
|
4,131 |
|
|
Tenant
reimbursements |
|
47,594 |
|
|
|
52,121 |
|
|
|
96,238 |
|
|
|
108,911 |
|
|
Other income |
|
7,932 |
|
|
|
6,318 |
|
|
|
14,275 |
|
|
|
11,974 |
|
|
Total revenues |
|
178,728 |
|
|
|
189,171 |
|
|
|
359,068 |
|
|
|
391,565 |
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Property
operating |
|
(35,945 |
) |
|
|
(35,164 |
) |
|
|
(72,311 |
) |
|
|
(72,408 |
) |
|
Real estate taxes |
|
(21,094 |
) |
|
|
(23,253 |
) |
|
|
(43,135 |
) |
|
|
(49,260 |
) |
|
Advertising and
promotion |
|
(2,240 |
) |
|
|
(2,275 |
) |
|
|
(4,011 |
) |
|
|
(4,427 |
) |
|
Total recoverable
expenses |
|
(59,279 |
) |
|
|
(60,692 |
) |
|
|
(119,457 |
) |
|
|
(126,095 |
) |
|
Depreciation and
amortization |
|
(63,796 |
) |
|
|
(66,620 |
) |
|
|
(125,090 |
) |
|
|
(134,131 |
) |
|
Provision for credit
losses |
|
(611 |
) |
|
|
(1,903 |
) |
|
|
(3,957 |
) |
|
|
(3,484 |
) |
|
General and
administrative |
|
(11,191 |
) |
|
|
(9,091 |
) |
|
|
(20,845 |
) |
|
|
(17,919 |
) |
|
Impairment loss |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,509 |
) |
|
Ground rent |
|
(198 |
) |
|
|
(996 |
) |
|
|
(395 |
) |
|
|
(2,027 |
) |
|
Total operating
expenses |
|
(135,075 |
) |
|
|
(139,302 |
) |
|
|
(269,744 |
) |
|
|
(292,165 |
) |
|
|
|
|
|
|
|
|
|
|
Operating
Income |
|
43,653 |
|
|
|
49,869 |
|
|
|
89,324 |
|
|
|
99,400 |
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net |
|
(34,701 |
) |
|
|
(31,281 |
) |
|
|
(69,045 |
) |
|
|
(63,769 |
) |
|
Gain on extinguishment
of debt, net |
|
- |
|
|
|
21,221 |
|
|
|
- |
|
|
|
21,221 |
|
|
Income and other
taxes |
|
(601 |
) |
|
|
(522 |
) |
|
|
(1,086 |
) |
|
|
(2,548 |
) |
|
(Loss) income from
unconsolidated entities, net |
|
(895 |
) |
|
|
(172 |
) |
|
|
267 |
|
|
|
(616 |
) |
|
Gain on disposition of
interests in properties, net |
|
8,063 |
|
|
|
125,385 |
|
|
|
16,244 |
|
|
|
125,436 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
15,519 |
|
|
|
164,500 |
|
|
|
35,704 |
|
|
|
179,124 |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable
to noncontrolling interests |
|
1,925 |
|
|
|
25,525 |
|
|
|
4,586 |
|
|
|
27,339 |
|
|
Net income attributable
to the Company |
|
13,594 |
|
|
|
138,975 |
|
|
|
31,118 |
|
|
|
151,785 |
|
|
Less: Preferred share
dividends |
|
(3,508 |
) |
|
|
(3,508 |
) |
|
|
(7,016 |
) |
|
|
(7,016 |
) |
|
Net income
attributable to common shareholders |
$ |
10,086 |
|
|
$ |
135,467 |
|
|
$ |
24,102 |
|
|
$ |
144,769 |
|
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common
share, basic |
$ |
0.05 |
|
|
$ |
0.73 |
|
|
$ |
0.13 |
|
|
$ |
0.78 |
|
|
Earnings per common
share, diluted |
$ |
0.05 |
|
|
$ |
0.72 |
|
|
$ |
0.13 |
|
|
$ |
0.77 |
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS |
|
|
|
|
|
Washington Prime Group Inc. |
|
|
|
|
|
(Unaudited, dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
|
|
|
2018 |
|
|
|
2017 |
|
|
Assets: |
|
|
|
|
|
Investment properties at cost |
|
$ |
5,868,879 |
|
|
$ |
5,761,714 |
|
|
Construction in progress |
|
|
44,594 |
|
|
|
46,046 |
|
|
|
|
|
5,913,473 |
|
|
|
5,807,760 |
|
|
Less:
accumulated depreciation |
|
|
2,226,646 |
|
|
|
2,139,620 |
|
|
|
|
|
3,686,827 |
|
|
|
3,668,140 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
53,987 |
|
|
|
52,019 |
|
|
Tenant
receivables and accrued revenue, net |
|
|
79,363 |
|
|
|
90,314 |
|
|
Investment in and advances to unconsolidated entities, at
equity |
|
|
443,963 |
|
|
|
451,839 |
|
|
Deferred
costs and other assets |
|
|
207,928 |
|
|
|
189,095 |
|
|
Total assets |
|
$ |
4,472,068 |
|
|
$ |
4,451,407 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
Mortgage
notes payable |
|
$ |
1,060,687 |
|
|
$ |
1,157,082 |
|
|
Notes
payable |
|
|
981,026 |
|
|
|
979,372 |
|
|
Unsecured term loans |
|
|
684,939 |
|
|
|
606,695 |
|
|
Revolving credit facility |
|
|
275,440 |
|
|
|
154,460 |
|
|
Accounts
payable, accrued expenses, intangibles, and deferred revenues |
|
|
251,422 |
|
|
|
264,998 |
|
|
Distributions payable |
|
|
2,992 |
|
|
|
2,992 |
|
|
Cash
distributions and losses in unconsolidated entities, at equity |
|
|
15,421 |
|
|
|
15,421 |
|
|
Total liabilities |
|
|
3,271,927 |
|
|
|
3,181,020 |
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests |
|
|
3,265 |
|
|
|
3,265 |
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
Series H
cumulative redeemable preferred stock |
|
|
104,251 |
|
|
|
104,251 |
|
|
Series I
cumulative redeemable preferred stock |
|
|
98,325 |
|
|
|
98,325 |
|
|
Common stock |
|
|
19 |
|
|
|
19 |
|
|
Capital
in excess of par value |
|
|
1,244,211 |
|
|
|
1,240,483 |
|
|
Accumulated deficit |
|
|
(418,472 |
) |
|
|
(350,594 |
) |
|
Accumulated other comprehensive income |
|
|
12,403 |
|
|
|
6,920 |
|
|
Total
stockholders' equity |
|
|
1,040,737 |
|
|
|
1,099,404 |
|
|
Noncontrolling interests |
|
|
156,139 |
|
|
|
167,718 |
|
|
Total equity |
|
|
1,196,876 |
|
|
|
1,267,122 |
|
|
Total liabilities, redeemable noncontrolling interests and
equity |
|
$ |
4,472,068 |
|
|
$ |
4,451,407 |
|
|
|
|
|
|
|
|
CALCULATION OF FUNDS FROM OPERATIONS |
|
|
|
|
|
|
|
|
|
Washington Prime Group Inc. |
|
|
|
|
|
|
|
|
|
(INCLUDING PRO-RATA SHARE OF UNCONSOLIDATED
PROPERTIES) |
|
(Unaudited, dollars in thousands, except per share
data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
|
2018 |
|
|
|
2017 |
|
|
|
2018 |
|
|
|
2017 |
|
|
Funds from
Operations ("FFO"): |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
15,519 |
|
|
$ |
164,500 |
|
|
$ |
35,704 |
|
|
$ |
179,124 |
|
|
Less:
Preferred dividends and distributions on preferred operating
partnership units |
|
(3,568 |
) |
|
|
(3,568 |
) |
|
|
(7,136 |
) |
|
|
(7,136 |
) |
|
Real estate
depreciation and amortization, including joint venture impact |
|
|
73,355 |
|
|
|
75,079 |
|
|
|
143,554 |
|
|
|
149,600 |
|
|
Gain on disposition of
interests in properties, net and impairment loss |
|
|
(1,460 |
) |
|
|
(125,385 |
) |
|
|
(1,755 |
) |
|
|
(116,927 |
) |
|
FFO |
|
$ |
83,846 |
|
|
$ |
110,626 |
|
|
$ |
170,367 |
|
|
$ |
204,661 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Funds
from Operations: |
|
|
|
|
|
|
|
|
|
FFO |
|
$ |
83,846 |
|
|
$ |
110,626 |
|
|
$ |
170,367 |
|
|
$ |
204,661 |
|
|
Gain on extinguishment
of debt, net |
|
|
- |
|
|
|
(21,221 |
) |
|
|
- |
|
|
|
(21,221 |
) |
|
Adjusted FFO |
|
$ |
83,846 |
|
|
$ |
89,405 |
|
|
$ |
170,367 |
|
|
$ |
183,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding - diluted |
|
|
223,886 |
|
|
|
222,264 |
|
|
|
223,653 |
|
|
|
222,034 |
|
|
|
|
|
|
|
|
|
|
|
|
FFO per diluted
share |
|
$ |
0.37 |
|
|
$ |
0.50 |
|
|
$ |
0.76 |
|
|
$ |
0.92 |
|
|
Total adjustments |
|
$ |
- |
|
|
$ |
(0.10 |
) |
|
$ |
- |
|
|
$ |
(0.10 |
) |
|
Adjusted FFO per
diluted share |
|
$ |
0.37 |
|
|
$ |
0.40 |
|
|
$ |
0.76 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF NET OPERATING INCOME GROWTH FOR
COMPARABLE PROPERTIES |
|
|
|
|
Washington Prime Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(INCLUDING PRO-RATA SHARE OF UNCONSOLIDATED
PROPERTIES) |
|
|
(Unaudited, dollars in
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
|
2018 |
|
|
|
2017 |
|
|
Variance $ |
|
|
2018 |
|
|
|
2017 |
|
|
Variance $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of Comp NOI to Operating Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income |
$ |
43,653 |
|
|
$ |
49,869 |
|
|
$ |
(6,216 |
) |
|
$ |
89,324 |
|
|
$ |
99,400 |
|
|
$ |
(10,076 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
63,796 |
|
|
|
66,620 |
|
|
|
(2,824 |
) |
|
|
125,090 |
|
|
|
134,131 |
|
|
|
(9,041 |
) |
|
|
General
and administrative expense |
|
11,191 |
|
|
|
9,091 |
|
|
|
2,100 |
|
|
|
20,845 |
|
|
|
17,919 |
|
|
|
2,926 |
|
|
|
Impairment loss |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8,509 |
|
|
|
(8,509 |
) |
|
|
Fee
income |
|
(2,140 |
) |
|
|
(1,941 |
) |
|
|
(199 |
) |
|
|
(4,482 |
) |
|
|
(3,523 |
) |
|
|
(959 |
) |
|
|
Management fee allocation |
|
- |
|
|
|
37 |
|
|
|
(37 |
) |
|
|
(16 |
) |
|
|
513 |
|
|
|
(529 |
) |
|
|
Pro-rata
share of unconsolidated joint ventures in comp NOI |
|
18,546 |
|
|
|
14,337 |
|
|
|
4,209 |
|
|
|
35,429 |
|
|
|
22,270 |
|
|
|
13,159 |
|
|
|
Property
allocated corporate expense |
|
3,685 |
|
|
|
3,328 |
|
|
|
357 |
|
|
|
7,181 |
|
|
|
6,664 |
|
|
|
517 |
|
|
|
Non-comparable properties and other (1) |
|
(3,413 |
) |
|
|
99 |
|
|
|
(3,512 |
) |
|
|
(2,860 |
) |
|
|
(1,014 |
) |
|
|
(1,846 |
) |
|
|
NOI from
sold properties |
|
4 |
|
|
|
(2,063 |
) |
|
|
2,067 |
|
|
|
(12 |
) |
|
|
(5,732 |
) |
|
|
5,720 |
|
|
|
Termination income |
|
(258 |
) |
|
|
(1,944 |
) |
|
|
1,686 |
|
|
|
(2,024 |
) |
|
|
(3,053 |
) |
|
|
1,029 |
|
|
|
Straight-line rents |
|
(1,164 |
) |
|
|
(377 |
) |
|
|
(787 |
) |
|
|
(2,023 |
) |
|
|
(831 |
) |
|
|
(1,192 |
) |
|
|
Ground
lease adjustments for straight-line and fair market value |
|
12 |
|
|
|
25 |
|
|
|
(13 |
) |
|
|
25 |
|
|
|
30 |
|
|
|
(5 |
) |
|
|
Fair
market value and inducement adjustments to base rents |
|
(1,072 |
) |
|
|
(2,845 |
) |
|
|
1,773 |
|
|
|
(4,114 |
) |
|
|
(5,046 |
) |
|
|
932 |
|
|
|
Less:
Noncore properties (2) |
|
(3,552 |
) |
|
|
(4,036 |
) |
|
|
484 |
|
|
|
(7,092 |
) |
|
|
(8,333 |
) |
|
|
1,241 |
|
|
|
Comparable NOI
- core portfolio |
$ |
129,288 |
|
|
$ |
130,200 |
|
|
$ |
(912 |
) |
|
$ |
255,271 |
|
|
$ |
261,904 |
|
|
$ |
(6,633 |
) |
|
|
Comparable NOI percentage change - core
portfolio |
|
|
|
|
|
-0.7 |
% |
|
|
|
|
|
|
-2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 three noncore properties held in each period
presented. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington Prime (NYSE:WPG)
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