PART I:
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FINANCIAL INFORMATION
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PAGE
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Item 1.
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Consolidated and Combined Financial Statements (Unaudited)
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Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014.
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Consolidated and Combined Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2015 and 2014.
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Consolidated and Combined Statements of Cash Flows for the three months ended March 31, 2015 and 2014.
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Consolidated Statement of Equity for the three months ended March 31, 2015.
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Condensed Notes to Consolidated and Combined Financial Statements.
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 4.
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Controls and Procedures.
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PART II:
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OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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Item 1A.
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Risk Factors.
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3.
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Defaults Upon Senior Securities.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Other Information.
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Item 6.
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Exhibits.
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SIGNATURES
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Item 1.
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Financial Statements
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March 31, 2015
|
|
December 31, 2014
|
||||
ASSETS:
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|
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|
||||
Investment properties at cost
|
|
$
|
8,378,533
|
|
|
$
|
5,292,665
|
|
Less: accumulated depreciation
|
|
2,172,119
|
|
|
2,113,929
|
|
||
|
|
6,206,414
|
|
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3,178,736
|
|
||
Cash and cash equivalents
|
|
255,616
|
|
|
108,768
|
|
||
Tenant receivables and accrued revenue, net
|
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72,256
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|
|
69,616
|
|
||
Investment in unconsolidated entities, at equity
|
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15,949
|
|
|
—
|
|
||
Deferred costs and other assets
|
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479,629
|
|
|
170,883
|
|
||
Total assets
|
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$
|
7,029,864
|
|
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$
|
3,528,003
|
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LIABILITIES:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
2,757,416
|
|
|
$
|
1,435,114
|
|
Bonds payable
|
|
249,930
|
|
|
—
|
|
||
Unsecured term loan
|
|
500,000
|
|
|
500,000
|
|
||
Revolving credit facility
|
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413,750
|
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|
413,750
|
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||
Bridge loan
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941,570
|
|
|
—
|
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Series G Cumulative Redeemable Preferred Stock (called for redemption)
|
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117,500
|
|
|
—
|
|
||
Accounts payable, accrued expenses, intangibles, and deferred revenues
|
|
345,049
|
|
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194,014
|
|
||
Distributions payable
|
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5,750
|
|
|
—
|
|
||
Cash distributions and losses in partnerships and joint ventures, at equity
|
|
15,344
|
|
|
15,298
|
|
||
Other liabilities
|
|
14,653
|
|
|
11,786
|
|
||
Total liabilities
|
|
5,360,962
|
|
|
2,569,962
|
|
||
Redeemable noncontrolling interests
|
|
6,145
|
|
|
—
|
|
||
EQUITY:
|
|
|
|
|
||||
Stockholders' Equity
|
|
|
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|
||||
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of March 31, 2015
|
|
104,251
|
|
|
—
|
|
||
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of March 31, 2015
|
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98,325
|
|
|
—
|
|
||
Common stock, $0.0001 par value, 300,000,000 shares authorized,
185,204,391 and 155,162,597 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively |
|
19
|
|
|
16
|
|
||
Capital in excess of par value
|
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1,215,096
|
|
|
720,921
|
|
||
Retained earnings
|
|
13,383
|
|
|
68,114
|
|
||
Accumulated other comprehensive loss
|
|
(340
|
)
|
|
—
|
|
||
Total stockholders' equity
|
|
1,430,734
|
|
|
789,051
|
|
||
Noncontrolling interests
|
|
232,023
|
|
|
168,990
|
|
||
Total equity
|
|
1,662,757
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|
|
958,041
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
7,029,864
|
|
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$
|
3,528,003
|
|
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For the Three Months Ended March 31,
|
||||||
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2015
|
|
2014
|
||||
REVENUE:
|
|
|
|
||||
Minimum rent
|
$
|
162,704
|
|
|
$
|
106,637
|
|
Overage rent
|
3,263
|
|
|
2,110
|
|
||
Tenant reimbursements
|
69,227
|
|
|
47,168
|
|
||
Other income
|
2,528
|
|
|
2,054
|
|
||
Total revenues
|
237,722
|
|
|
157,969
|
|
||
EXPENSES:
|
|
|
|
||||
Property operating
|
41,079
|
|
|
26,140
|
|
||
Depreciation and amortization
|
92,184
|
|
|
45,968
|
|
||
Real estate taxes
|
30,565
|
|
|
19,947
|
|
||
Repairs and maintenance
|
9,488
|
|
|
7,150
|
|
||
Advertising and promotion
|
2,687
|
|
|
1,952
|
|
||
Provision for credit losses
|
698
|
|
|
786
|
|
||
General and administrative
|
9,700
|
|
|
—
|
|
||
Merger and transaction costs
|
20,810
|
|
|
—
|
|
||
Ground rent and other costs
|
2,748
|
|
|
1,119
|
|
||
Total operating expenses
|
209,959
|
|
|
103,062
|
|
||
OPERATING INCOME
|
27,763
|
|
|
54,907
|
|
||
Interest expense
|
(37,122
|
)
|
|
(13,917
|
)
|
||
Income and other taxes
|
(445
|
)
|
|
(75
|
)
|
||
Income from unconsolidated entities
|
216
|
|
|
345
|
|
||
Gain on sale of interest in property
|
—
|
|
|
242
|
|
||
NET (LOSS) INCOME
|
(9,588
|
)
|
|
41,502
|
|
||
Net (loss) income attributable to noncontrolling interests
|
(2,296
|
)
|
|
7,110
|
|
||
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
(7,292
|
)
|
|
34,392
|
|
||
Less: Preferred share dividends
|
(4,978
|
)
|
|
—
|
|
||
NET (LOSS) INCOME TO COMMON SHAREHOLDERS
|
$
|
(12,270
|
)
|
|
$
|
34,392
|
|
|
|
|
|
||||
(LOSS) EARNINGS PER COMMON SHARE, BASIC AND DILUTED
|
$
|
(0.07
|
)
|
|
$
|
0.22
|
|
|
|
|
|
||||
COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
||||
Net (loss) income
|
$
|
(9,588
|
)
|
|
$
|
41,502
|
|
Unrealized loss on interest rate derivative instruments
|
(404
|
)
|
|
—
|
|
||
Comprehensive (loss) income
|
(9,992
|
)
|
|
41,502
|
|
||
Comprehensive (loss) income attributable to noncontrolling interests
|
(2,360
|
)
|
|
7,110
|
|
||
Comprehensive (loss) income attributable to common shareholders
|
$
|
(7,632
|
)
|
|
$
|
34,392
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net (loss) income
|
$
|
(9,588
|
)
|
|
$
|
41,502
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and stock compensation
|
90,574
|
|
|
46,385
|
|
||
Gain on sale of interest in property
|
—
|
|
|
(242
|
)
|
||
Provision for credit losses
|
698
|
|
|
786
|
|
||
Equity in income of unconsolidated entities
|
(216
|
)
|
|
(345
|
)
|
||
Distributions of income from unconsolidated entities
|
99
|
|
|
414
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Tenant receivables and accrued revenue, net
|
10,924
|
|
|
4,591
|
|
||
Deferred costs and other assets
|
(5,628
|
)
|
|
(4,088
|
)
|
||
Accounts payable, accrued expenses, deferred revenues and other liabilities
|
(35,089
|
)
|
|
(21,691
|
)
|
||
Net cash provided by operating activities
|
51,774
|
|
|
67,312
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
(956,602
|
)
|
|
—
|
|
||
Cash expenditures, net
|
(34,882
|
)
|
|
(24,742
|
)
|
||
Restricted cash reserves for future capital expenditures, net
|
1,492
|
|
|
—
|
|
||
Investments in unconsolidated entities
|
—
|
|
|
(356
|
)
|
||
Distributions of capital from unconsolidated entities
|
46
|
|
|
866
|
|
||
Net cash used in investing activities
|
(989,946
|
)
|
|
(24,232
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Distributions to Simon Property Group, Inc., net
|
—
|
|
|
(393,221
|
)
|
||
Distributions to noncontrolling interest holders in properties
|
(8
|
)
|
|
—
|
|
||
Net proceeds from issuance of common shares, including common stock plans
|
796
|
|
|
—
|
|
||
Distributions on common shares/units
|
(52,807
|
)
|
|
—
|
|
||
Proceeds from issuance of debt, net of transaction costs
|
1,423,280
|
|
|
494,769
|
|
||
Repayments of debt
|
(286,241
|
)
|
|
(141,185
|
)
|
||
Net cash provided by (used in) financing activities
|
1,085,020
|
|
|
(39,637
|
)
|
||
INCREASE IN CASH AND CASH EQUIVALENTS
|
146,848
|
|
|
3,443
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
108,768
|
|
|
25,857
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
255,616
|
|
|
$
|
29,300
|
|
|
|
Preferred Series G
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Retained
Earnings |
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||||
Balance, December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
720,921
|
|
|
$
|
68,114
|
|
|
$
|
—
|
|
|
$
|
789,051
|
|
|
$
|
168,990
|
|
|
$
|
958,041
|
|
|
$
|
—
|
|
Issuance of shares and units in connection with the merger
|
|
117,384
|
|
|
104,251
|
|
|
98,325
|
|
|
3
|
|
|
535,035
|
|
|
—
|
|
|
—
|
|
|
854,998
|
|
|
29,482
|
|
|
884,480
|
|
|
6,148
|
|
|||||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
|||||||||||
Noncontrolling interest in property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,316
|
|
|
—
|
|
|
—
|
|
|
2,316
|
|
|
—
|
|
|
2,316
|
|
|
—
|
|
|||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,425
|
)
|
|
—
|
|
|
—
|
|
|
(44,425
|
)
|
|
44,425
|
|
|
—
|
|
|
—
|
|
|||||||||||
Distributions on common shares/units ($0.25 per common share/unit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,090
|
)
|
|
—
|
|
|
(42,090
|
)
|
|
(8,459
|
)
|
|
(50,549
|
)
|
|
—
|
|
|||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,349
|
)
|
|
—
|
|
|
(5,349
|
)
|
|
—
|
|
|
(5,349
|
)
|
|
—
|
|
|||||||||||
Reclassification of preferred shares called for redemption
|
|
(117,384
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,384
|
)
|
|
—
|
|
|
(117,384
|
)
|
|
—
|
|
|||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|
(340
|
)
|
|
(64
|
)
|
|
(404
|
)
|
|
—
|
|
|||||||||||
Net loss, excluding $50 of distributions to preferred unit holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,292
|
)
|
|
—
|
|
|
(7,292
|
)
|
|
(2,343
|
)
|
|
(9,635
|
)
|
|
(3
|
)
|
|||||||||||
Balance, March 31, 2015
|
|
$
|
—
|
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,215,096
|
|
|
$
|
13,383
|
|
|
$
|
(340
|
)
|
|
$
|
1,430,734
|
|
|
$
|
232,023
|
|
|
$
|
1,662,757
|
|
|
$
|
6,145
|
|
1.
|
Organization
|
•
|
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 fair value of land and related improvements and buildings on an as-if-vacant basis,
|
•
|
the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues,
|
•
|
the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and
|
•
|
the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.
|
Investment properties
|
$
|
3,054,194
|
|
Cash and cash equivalents (1)
|
553,835
|
|
|
Tenant accounts receivable
|
14,263
|
|
|
Investment in and advances to unconsolidated real estate entities
|
15,803
|
|
|
Deferred costs and other assets (including intangibles)
|
316,436
|
|
|
Accounts payable, accrued expenses, intangibles, and deferred revenue
|
(196,847
|
)
|
|
Distributions payable
|
(2,658
|
)
|
|
Redeemable noncontrolling interests
|
(6,148
|
)
|
|
Total assets acquired and liabilities assumed
|
3,748,878
|
|
|
Fair value of mortgage notes payable assumed
|
(1,358,184
|
)
|
|
Net assets acquired
|
2,390,694
|
|
|
Less: Common shares issued
|
(535,490
|
)
|
|
Less: Preferred shares issued
|
(319,960
|
)
|
|
Less: Operating partnership units issued
|
(29,482
|
)
|
|
Less: Cash and cash equivalents acquired
|
(553,835
|
)
|
|
Net cash paid for acquisition
|
$
|
951,927
|
|
(1)
|
Includes the proceeds from the Property Sale, net of the repayment of the $155.0 million balance on the Glimcher credit facility.
|
Shopping Center Name
|
Acquisition Date
|
Location
|
Percent Acquired
|
Purchase Price
(In Millions)
|
Gain
(In Millions)
|
||||
Whitehall Mall
|
December 1, 2014
|
Whitehall, PA
|
50%
|
$
|
14.9
|
|
$
|
10.5
|
|
Clay Terrace
|
June 20, 2014
|
Carmel, IN
|
50%
|
$
|
22.9
|
|
$
|
46.6
|
|
Seven Open-Air Shopping Centers
|
June 18, 2014
|
Various
|
Various
|
$
|
162.0
|
|
$
|
42.3
|
|
|
Three Months Ended March 31,
|
|||||
|
2015
|
2014
|
||||
Total revenues
|
$
|
249,820
|
|
$
|
251,171
|
|
Net income from continuing operations
|
$
|
6,339
|
|
$
|
15,537
|
|
Net income from continuing operations attributable to common stockholders
|
$
|
2,377
|
|
$
|
9,932
|
|
Earnings per common share-basic and diluted
|
$
|
0.01
|
|
$
|
0.06
|
|
Weighted average shares outstanding-basic
|
179,575
|
|
155,163
|
|
||
Weighted average shares outstanding-diluted
|
213,975
|
|
186,738
|
|
5.
|
Indebtedness
|
|
|
March 31,
2015
|
|
December 31,
2014
|
||||
Face amount of mortgage loans
|
|
$
|
2,708,977
|
|
|
$
|
1,431,516
|
|
Fair value adjustments, net
|
|
48,439
|
|
|
3,598
|
|
||
Carrying value of mortgage loans
|
|
$
|
2,757,416
|
|
|
$
|
1,435,114
|
|
Balance, December 31, 2014
|
$
|
1,435,114
|
|
Debt assumptions at fair value
|
1,364,503
|
|
|
Repayment of debt
|
(32,700
|
)
|
|
Debt amortization payments
|
(5,066
|
)
|
|
Amortization of fair value adjustments
|
(4,435
|
)
|
|
Balance, March 31, 2015
|
$
|
2,757,416
|
|
|
|
March 31,
2015
|
|
December 31,
2014
|
||
Fair value of fixed-rate mortgages
|
|
$2,501,423
|
|
$1,503,944
|
||
Weighted average discount rates assumed in calculation
of fair value for fixed-rate mortgages
|
|
3.23
|
%
|
|
3.36
|
%
|
6.
|
Derivative Financial Instruments
|
|
Liability Derivatives
|
||||
|
As of March 31, 2015
|
||||
|
Balance Sheet
Location
|
|
Fair
Value
|
||
Derivatives designated as hedging instruments:
|
|
|
|
||
Interest rate products
|
Accounts payable, accrued expenses, intangibles and deferred revenues
|
|
$
|
998
|
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain or (Loss) Recognized in OCL on Derivative (Effective Portion)
|
Location of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
|
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
||||||||
|
|
2015
|
|
|
|
2015
|
|
|
|
2015
|
||||||
Interest rate products
|
|
$
|
(407
|
)
|
|
Interest expense
|
|
$
|
(3
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level
3)
|
|
Balance at March 31,
2015
|
||||||||
Liabilities
:
|
|
|
|
|
|
|
|
||||||||
Derivative instruments, net
|
$
|
—
|
|
|
$
|
998
|
|
|
$
|
—
|
|
|
$
|
998
|
|
7.
|
Equity
|
Security Type
|
Dividend per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Payable Date
|
Common Shares/Units (1)
|
$0.1100
|
March 31, 2015
|
March 6, 2015
|
March 16, 2015
|
Series G Preferred Shares (2)
|
$0.5078
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series H Preferred Shares (2)
|
$0.4688
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series I Preferred Shares (2)
|
$0.4297
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series I‑1 Preferred Units (2)
|
$0.4563
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
(1)
|
Represents a prorated dividend for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub dividend paid on January 22, 2015.
|
(2)
|
Amounts total $5.8 million and are recorded as distributions payable in the accompanying consolidated balance sheets as of March 31, 2015.
|
2015
|
|
$
|
5,219
|
|
2016
|
|
7,303
|
|
|
2017
|
|
7,279
|
|
|
2018
|
|
7,306
|
|
|
2019
|
|
7,759
|
|
|
Thereafter
|
|
368,333
|
|
|
Total
|
|
$
|
403,199
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Property management and common costs, services and other
|
|
$
|
6,929
|
|
|
$
|
5,428
|
|
Insurance premiums
|
|
$
|
2,269
|
|
|
$
|
2,219
|
|
Advertising and promotional programs
|
|
$
|
219
|
|
|
$
|
233
|
|
Capitalized leasing and development fees
|
|
$
|
1,631
|
|
|
$
|
455
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Property management costs, services and other
|
|
$
|
222
|
|
|
$
|
1,025
|
|
Insurance premiums
|
|
$
|
3
|
|
|
$
|
55
|
|
Advertising and promotional programs
|
|
$
|
10
|
|
|
$
|
13
|
|
Capitalized leasing and development fees
|
|
$
|
2
|
|
|
$
|
51
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
(Loss) Earnings Per Share, Basic:
|
|
|
|
|
||||
Net (loss) income to common stockholders - basic
|
|
$
|
(12,270
|
)
|
|
$
|
34,392
|
|
Weighted average shares outstanding - basic
|
|
179,575,102
|
|
|
155,162,597
|
|
||
(Loss) earnings per common share, basic
|
|
$
|
(0.07
|
)
|
|
$
|
0.22
|
|
|
|
|
|
|
||||
(Loss) Earnings Per Share, Diluted:
|
|
|
|
|
||||
Net (loss) income to common stockholders - basic
|
|
$
|
(12,270
|
)
|
|
$
|
34,392
|
|
Net (loss) income attributable to common unit holders
|
|
(2,293
|
)
|
|
7,110
|
|
||
Net (loss) income to common stockholders - diluted
|
|
$
|
(14,563
|
)
|
|
$
|
41,502
|
|
Weighted average shares outstanding - basic
|
|
179,575,102
|
|
|
155,162,597
|
|
||
Weighted average operating partnership units outstanding
|
|
34,400,375
|
|
|
31,575,487
|
|
||
Weighted average shares outstanding - diluted
|
|
213,975,477
|
|
|
186,738,084
|
|
||
(Loss) earnings per common share, diluted
|
|
$
|
(0.07
|
)
|
|
$
|
0.22
|
|
|
|
March 31,
2015
|
|
March 31,
2014
|
|
% Change (3)
|
Ending occupancy (1)
|
|
91.9%
|
|
92.3%
|
|
(0.4)%
|
Average base minimum rent per square foot (2)
|
|
$21.11
|
|
$20.79
|
|
1.5%
|
(1)
|
Ending occupancy is the percentage of 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 mall anchors, mall majors, mall freestanding and mall outlots in the calculation of ending occupancy. Strip center GLA included in the calculation relates to all company owned 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.
|
(3)
|
Percentages may not recalculate due to rounding. Percentage changes are representative of the change from the comparable prior period.
|
•
|
On January 15, 2015, we acquired 23 properties in the Merger. Total revenues and net loss (excluding transaction costs and costs of corporate borrowing) from these properties from the date of the Merger of $68.8 million and $10.3 million, respectively, are included in the consolidated and combined statements of operations and comprehensive (loss) income for the three months ended March 31, 2015. The primary driver of the net loss is depreciation and amortization on the newly acquired assets recorded at fair value. Thus, the operating results of the properties are contributing positive FFO for the Company.
|
•
|
On January 13, 2015, we acquired Canyon View Marketplace, a 43,000 square foot shopping center located in Grand Junction, Colorado.
|
•
|
On December 1, 2014, we acquired our partner’s 50 percent interest in Whitehall Mall, a 613,000 square foot shopping center located in Whitehall, Pennsylvania. The property was previously accounted for under the equity method, but is now consolidated as it is wholly owned post‑acquisition.
|
•
|
On July 17, 2014, we sold Highland Lakes Center, a wholly owned shopping center in Orlando, Florida.
|
•
|
On June 23, 2014, we sold New Castle Plaza, a wholly owned shopping center in New Castle, Indiana.
|
•
|
On June 20, 2014, we acquired our partner's 50 percent interest in Clay Terrace, a 577,000 square foot lifestyle center located in Carmel, Indiana. The property was previously accounted for under the equity method, but is now consolidated as it is wholly owned post acquisition.
|
•
|
On June 18, 2014, we acquired our partner's interest in a portfolio of seven open-air shopping centers, consisting of four centers located in Florida, and one each in Indiana, Connecticut and Virginia. The properties were previously accounted for under the equity method, but are now consolidated as four properties are wholly owned and three properties are approximately 88.2 percent owned post acquisition.
|
•
|
On February 28, 2014, SPG disposed of its interest in one unconsolidated shopping center held within a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG.
|
•
|
funded the acquisitions of interests in properties, including the Merger properties, for the net amount of $956.6 million,
|
•
|
funded capital expenditures of $34.9 million (includes development costs of $0.8 million, renovation and expansion costs of $24.7 million, and tenant costs and other operational capital expenditures of $9.4 million),
|
•
|
received net proceeds from restricted cash reserves held for future capital expenditures of $1.5 million,
|
•
|
received net proceeds from our debt financing, refinancing and repayment activities of $1.1 billion,
|
•
|
received net proceeds from issuance of common shares, including common stock plans, of $0.8 million, and
|
•
|
funded distributions to common shareholders and unitholders of $52.8 million.
|
•
|
excess cash generated from operating performance and working capital reserves,
|
•
|
borrowings on our debt arrangements,
|
•
|
additional secured or unsecured debt financing, or
|
•
|
additional WPG equity raised in the public or private markets.
|
|
|
March 31,
2015
|
|
December 31,
2014
|
||||
Face amount of mortgage loans
|
|
$
|
2,708,977
|
|
|
$
|
1,431,516
|
|
Fair value adjustments, net
|
|
48,439
|
|
|
3,598
|
|
||
Carrying value of mortgage loans
|
|
$
|
2,757,416
|
|
|
$
|
1,435,114
|
|
Balance, December 31, 2014
|
$
|
1,435,114
|
|
Debt assumptions at fair value
|
1,364,503
|
|
|
Repayment of debt
|
(32,700
|
)
|
|
Debt amortization payments
|
(5,066
|
)
|
|
Amortization of loan premiums
|
(4,435
|
)
|
|
Balance, March 31, 2015
|
$
|
2,757,416
|
|
|
|
March 31,
2015
|
|
Weighted
Average
Interest Rate
|
|
December 31,
2014
|
|
Weighted
Average
Interest Rate
|
||||||
Fixed-rate debt, face amount
|
|
$
|
2,727,877
|
|
|
4.89
|
%
|
|
$
|
1,431,516
|
|
|
5.23
|
%
|
Variable-rate debt, face amount
|
|
2,086,420
|
|
|
1.53
|
%
|
|
913,750
|
|
|
1.27
|
%
|
||
Total face amount of debt
|
|
4,814,297
|
|
|
3.43
|
%
|
|
2,345,266
|
|
|
3.69
|
%
|
||
Bond discount
|
|
(70
|
)
|
|
|
|
—
|
|
|
|
||||
Fair value adjustments, net
|
|
48,439
|
|
|
|
|
3,598
|
|
|
|
||||
Total carrying value of debt
|
|
$
|
4,862,666
|
|
|
|
|
$
|
2,348,864
|
|
|
|
|
|
2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
Thereafter
|
|
Total
|
||||||||||
Long term debt (1)
|
|
$
|
694,816
|
|
|
$
|
1,984,899
|
|
|
$
|
602,558
|
|
|
$
|
1,532,024
|
|
|
$
|
4,814,297
|
|
Interest payments (2)
|
|
119,844
|
|
|
199,829
|
|
|
155,583
|
|
|
192,003
|
|
|
667,259
|
|
|||||
Dividends (3)
|
|
13,460
|
|
|
27,164
|
|
|
3,028
|
|
|
—
|
|
|
43,652
|
|
|||||
Preferred share redemptions (4)
|
|
117,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,500
|
|
|||||
Ground rent (5)
|
|
5,219
|
|
|
14,582
|
|
|
15,065
|
|
|
368,333
|
|
|
403,199
|
|
|||||
Purchase/tenant obligations (6)
|
|
106,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,468
|
|
|||||
Total
|
|
$
|
1,057,307
|
|
|
$
|
2,226,474
|
|
|
$
|
776,234
|
|
|
$
|
2,092,360
|
|
|
$
|
6,152,375
|
|
(1)
|
Represents principal maturities only and therefore excludes net fair value adjustments of $48,439 and bond discount of $70.
|
(2)
|
Variable rate interest payments are estimated based on the LIBOR rate at March 31, 2015.
|
(3)
|
Includes dividends on the Series G Preferred Shares through the April 15, 2015 redemption date. Since there is no required redemption, dividends on the Series H Preferred Shares and Series I Preferred Shares may be paid in perpetuity; for purposes of this table, such dividends were included through the optional redemption dates of August 10, 2017 and March 27, 2018, respectively.
|
(4)
|
Consists of the Series G Preferred Shares which were redeemed in their entirety on April 15, 2015.
|
(5)
|
Represents minimum future lease payments due through the end of the initial lease term.
|
(6)
|
Includes amounts due under executed leases and commitments to vendors for development and other matters.
|
Security Type
|
Dividend per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Payable Date
|
Common Shares/Units (1)
|
$0.1100
|
March 31, 2015
|
March 6, 2015
|
March 16, 2015
|
Series G Preferred Shares (2)
|
$0.5078
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series H Preferred Shares (2)
|
$0.4688
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series I Preferred Shares (2)
|
$0.4297
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
Series I‑1 Preferred Units (2)
|
$0.4563
|
March 31, 2015
|
March 31, 2015
|
April 15, 2015
|
(1)
|
Represents a prorated dividend for the period from January 15, 2015 through March 31, 2015, which is in addition to the $0.14 stub dividend paid on January 22, 2015.
|
(2)
|
Amounts total $5.8 million and are recorded as distributions payable in the consolidated balance sheets as of March 31, 2015.
|
New developments (1)
|
|
$
|
744
|
|
Redevelopments and expansions
|
|
24,746
|
|
|
Tenant allowances
|
|
7,763
|
|
|
Operational capital expenditures
|
|
1,629
|
|
|
Total
|
|
$
|
34,882
|
|
(1)
|
Primarily relates to land held for development of Fairfield Town Center.
|
•
|
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 (in which we have included gains and losses upon acquisition of controlling interests in such 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.
|
•
|
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,
|
•
|
are not alternatives to cash flows as a measure of liquidity, and
|
•
|
may not be reflective of WPG's operating performance due to changes in WPG's capital structure in connection with the separation and distribution.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net (loss) income
|
|
$
|
(9,588
|
)
|
|
$
|
41,502
|
|
Less: Preferred dividends and distributions on preferred operating partnership units
|
|
(5,028
|
)
|
|
—
|
|
||
Adjustments to Arrive at FFO:
|
|
|
|
|
||||
Real estate depreciation and amortization, including joint venture impact
|
|
91,682
|
|
|
47,134
|
|
||
Gain on sale of interest in property
|
|
—
|
|
|
(242
|
)
|
||
Net income attributable to noncontrolling interest holders in properties
|
|
3
|
|
|
—
|
|
||
Noncontrolling interests portion of depreciation and amortization
|
|
(33
|
)
|
|
—
|
|
||
FFO of the Operating Partnership (1)
|
|
77,036
|
|
|
88,394
|
|
||
FFO allocable to limited partners
|
|
12,323
|
|
|
14,947
|
|
||
FFO allocable to shareholders
|
|
$
|
64,713
|
|
|
$
|
73,447
|
|
|
|
|
|
|
||||
Diluted net (loss) income per share
|
|
$
|
(0.07
|
)
|
|
$
|
0.22
|
|
Adjustments to arrive at FFO per share:
|
|
|
|
|
||||
Depreciation and amortization from consolidated properties and our share of real estate depreciation and amortization from unconsolidated properties
|
|
0.43
|
|
|
0.25
|
|
||
Gain on sale of interest in property
|
|
—
|
|
|
—
|
|
||
Diluted FFO per share
|
|
$
|
0.36
|
|
|
$
|
0.47
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
|
179,575,102
|
|
|
155,162,597
|
|
||
Weighted average limited partnership units outstanding
|
|
34,400,375
|
|
|
31,575,487
|
|
||
Weighted average additional dilutive securities outstanding
|
|
1,068,420
|
|
|
—
|
|
||
Weighted average shares outstanding - diluted
|
|
215,043,897
|
|
|
186,738,084
|
|
(1)
|
FFO of the operating partnership decreased by $11.4 million for the three months ended March 31, 2015 compared to the three months ended March 31, 2014. Contributing to this decrease were the following items included in FFO for the three months ended March 31, 2015: costs associated with the Merger of $20.8 million, general and administrative costs primarily related to being a publicly traded company after the separation from SPG of $9.7 million, and interest expense from additional indebtedness incurred related to the separation from SPG of approximately $5.9 million.
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Reconciliation of NOI of consolidated properties:
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(9,588
|
)
|
|
$
|
41,502
|
|
Income and other taxes
|
|
445
|
|
|
75
|
|
||
Interest expense
|
|
37,122
|
|
|
13,917
|
|
||
Gain on sale of interest in property
|
|
—
|
|
|
(242
|
)
|
||
Income from unconsolidated entities
|
|
(216
|
)
|
|
(345
|
)
|
||
Straight-line rents
|
|
(1,728
|
)
|
|
(149
|
)
|
||
Fair value rent amortization
|
|
(4,638
|
)
|
|
(244
|
)
|
||
Management fee allocation
|
|
5,217
|
|
|
3,501
|
|
||
Termination income and outparcel sales
|
|
(507
|
)
|
|
(1,018
|
)
|
||
Other adjustments for comparability
|
|
468
|
|
|
216
|
|
||
General and administrative
|
|
9,700
|
|
|
—
|
|
||
Merger and transaction costs
|
|
20,810
|
|
|
—
|
|
||
Depreciation and amortization
|
|
92,184
|
|
|
45,968
|
|
||
NOI of consolidated properties
|
|
$
|
149,269
|
|
|
$
|
103,181
|
|
|
|
|
|
|
||||
NOI of unconsolidated properties
|
|
2,300
|
|
|
10,437
|
|
||
Adjustments for comparability
|
|
152
|
|
|
211
|
|
||
Less: Partners' share of comparable NOI
|
|
(2,380
|
)
|
|
(2,499
|
)
|
||
NOI from sold properties
|
|
67
|
|
|
39
|
|
||
Total NOI of our portfolio
|
|
$
|
149,408
|
|
|
$
|
111,369
|
|
|
|
|
|
|
||||
Less: NOI from non-comparable properties (1)
|
|
(2,524
|
)
|
|
(589
|
)
|
||
Add: NOI from Glimcher properties prior to the Merger (1)
|
|
7,843
|
|
|
43,499
|
|
||
Less: NOI from non-core properties (2)
|
|
(6,353
|
)
|
|
(7,228
|
)
|
||
Comparable NOI
|
|
$
|
148,374
|
|
|
$
|
147,051
|
|
Comparable NOI percentage change
|
|
0.9
|
%
|
|
|
(1)
|
NOI excluded from comparable NOI relates to properties not owned and operating in all periods reported. The assets acquired as part of the Merger are included in comparable NOI.
|
(2)
|
NOI from seven non-core mall properties is excluded from comparable NOI.
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 4.
|
Mine Safety Disclosures
|
|
Washington Prime Group Inc.
|
|
|
|
|
|
By:
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
By:
|
/s/ Melissa A. Indest
|
|
|
Melissa A. Indest
Chief Accounting Officer and Senior Vice President, Finance
(Principal Accounting Officer)
|
Exhibit
Number
|
Exhibit
Descriptions
|
2.1
|
Purchase, Sale and Escrow Agreement, dated February 25, 2015, by and among WPG-OC Limited Partner, LLC, WPG-OC General Partner, LLC, O'Connor Mall Partners, L.P. and Fidelity National Title Insurance Company (incorporated by reference to Form 8-K filed February 26, 2015)
|
3.1
|
Amended and Restated Articles of Incorporation of Washington Prime Group Inc., as amended (incorporated by reference to Form S-4 filed October 28, 2014)
|
3.2
|
Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8-A filed January 14, 2015)
|
3.3
|
Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8-A filed January 14, 2015)
|
3.4
|
Articles of Amendment of Washington Prime Group Inc. setting forth the Terms of Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Form 8-A filed January 14, 2015)
|
3.5
|
Amended and Restated Bylaws of Washington Prime Group Inc. (incorporated by reference to Form 8-K filed January 22, 2015)
|
3.6*
|
Amended and Restated Bylaws of Washington Prime Group Inc. Redlined to Show Bylaw Amendments Effective January 15, 2015
|
4.1
|
Indenture, dated as of March 24, 2015, between Washington Prime Group, L.P. and U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015)
|
4.2
|
First Supplemental Indenture, dated as of March 24, 2015, between Washington Prime Group, L.P. and U.S. Bank National Association, as Trustee (incorporated by reference to Form 8-K filed March 26, 2015)
|
4.3
|
Registration Rights Agreement, dated as of March 24, 2015, by and among Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers named therein (incorporated by reference to Form 8-K filed March 26, 2015)
|
10.1
|
First Amendment to Purchase and Sale Agreement, dated as of January 15, 2015, by and between Washington Prime Group, L.P. and Simon Property Group, L.P. (incorporated by reference to Form 10-K filed February 26, 2015)
|
10.2
|
Amendment No. 1 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series G Preferred Units (incorporated by reference to Form 10-K filed February 26, 2015)
|
10.3
|
Amendment No. 2 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series H Preferred Units (incorporated by reference to Form 10-K filed February 26, 2015)
|
10.4
|
Amendment No. 3 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I Preferred Units (incorporated by reference to Form 10-K filed February 26, 2015)
|
10.5
|
Amendment No. 4 to Amended and Restated Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015, setting forth the Terms of Series I-1Preferred Units (incorporated by reference to Form 10-K filed February 26, 2015)
|
10.6+
|
Transition and Consulting Agreement by and between Washington Prime Group Inc. and Myles H. Minton, dated as of January 5, 2015 (incorporated by reference to Form 8-K filed January 9, 2015)
|
10.7
|
364-Day Bridge Term Loan Agreement, dated as of January 15, 2015, by and among Washington Prime Group, L.P., the institutions from time to time party thereto as lenders, and Citibank, N.A., as administrative agent (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.8+
|
First Amendment to Employment Agreement, by and between Washington Prime Group Inc. and Mark Ordan, dated as of September 16, 2014 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.9+
|
Second Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Michael P. Glimcher, dated as of September 16, 2014 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.10+
|
Third Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Mark E. Yale, dated as of October 13, 2014 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.11+
|
Second Amendment to Severance Benefits Agreement, by and between Washington Prime Group Inc. and Lisa A. Indest, dated as of January 12, 2015 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.12+
|
Employment Agreement, by and between Washington Prime Group Inc. and Mark E. Yale, dated as of October 13, 2014 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.13+
|
Conditional Offer of Employment with Washington Prime Group Inc. by and between Washington Prime Group Inc. and Lisa A. Indest, dated as of January 9, 2015 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.14+
|
First Amendment to Employment Agreement, by and between Washington Prime Group Inc. and C. Marc Richards, dated as of November 10, 2014 (incorporated by reference to Form 8-K filed January 22, 2015)
|
10.15+
|
Glimcher Realty Trust Amended and Restated 2004 Incentive Plan (incorporated by reference to Form S-8 filed January 15, 2015)
|
10.16+
|
Glimcher Realty Trust 2012 Incentive Compensation Plan (incorporated by reference to Form S-8 filed January 15, 2015)
|
10.17+
|
Form of Amendment to Severance Benefits Agreement dated April 1, 2011 by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and certain named executives of Glimcher Realty Trust (incorporated by reference to Glimcher Realty Trust's Form 10-Q filed April 29, 2011)
|
10.18+
|
Severance Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Michael P. Glimcher (incorporated by reference to Glimcher Realty Trust's Form 10-K filed March 31, 1998)
|
10.19+
|
Severance Benefits Agreement, dated June 28, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Lisa A. Indest (incorporated by reference to Glimcher Realty Trust's Form 10-Q filed August 13, 2004)
|
10.20+
|
Severance Benefits Agreement, dated August 30, 2004, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Mark E. Yale (incorporated by reference to Glimcher Realty Trust's Form 8-K filed August 31, 2004)
|
10.21+
|
First Amendment to the Severance Benefits Agreement dated September 8, 2006, by and among Glimcher Realty Trust, Glimcher Properties Limited Partnership and Mark E. Yale (incorporated by reference to Glimcher Realty Trust's Form 8-K filed September 8, 2006)
|
10.22
|
Purchase Agreement, dated as of March 17, 2015, by and between Washington Prime Group, L.P. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the initial purchasers named therein, relating to 2.850% Senior Notes due 2020 (incorporated by reference to Form 8-K filed March 23, 2015)
|
10.23+
|
Second Amendment to Employment Agreement between Washington Prime Group Inc. and Mark Ordan dated March 27, 2015 (incorporated by reference to Form 8-K filed on March 31, 2015)
|
10.24*+
|
Description of 2015 Annual Incentive Cash Bonus Plan
|
10.25*+
|
Description of Terms of 2015 Annual LTIP Unit Awards
|
10.26*+
|
Form of Series 2015A LTIP Unit Award Agreements with Executive Officers Other Than EVP, Legal & Compliance
|
10.27*+
|
Series 2015A LTIP Unit Award Agreement by and between Washington Prime Group Inc. and Farinaz S. Tehrani, dated as of February 24, 2015
|
10.28*+
|
Certificate of Designation of Series 2015A LTIP Units of Washington Prime Group, L.P.
|
10.29*+
|
Employment Agreement by and between Washington Prime Group Inc. and Farinaz S. Tehrani, dated as of February 24, 2015
|
10.30*+
|
Terms and Conditions of the Grant of Special Performance LTIP Units to Mr. Glimcher, Mr. Yale, Ms. Tehrani and Ms. Indest
|
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
|
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
|
32*
|
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
|
101.INS*
|
XBRL Instance 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
|
1.
|
The name, address and taxpayer identification number of the undersigned are:
|
Name:
|
(the “
Taxpayer
”)
|
2.
|
Description of property with respect to which the election is being made: _______ Series 2015A LTIP Units (“
LTIP Units
”) in Washington Prime Group, L.P. (the “
Partnership
”).
|
3.
|
The date on which the LTIP Units were issued is _____________, 2015. The taxable year to which this election relates is calendar year 2015.
|
4.
|
Nature of restrictions to which the LTIP Units are subject:
|
(a)
|
With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.
|
(b)
|
The Taxpayer’s LTIP Units are subject to forfeiture until they vest in accordance with the provisions in the applicable Award Agreement and Certificate of Designation for the LTIP Units.
|
5.
|
The fair market value at time of issuance (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.
|
7.
|
A copy of this statement has been furnished to the Partnership and Washington Prime Group Inc. (d/b/a WP Glimcher).
|
1.
|
The name, address and taxpayer identification number of the undersigned are:
|
Name:
|
(the “
Taxpayer
”)
|
2.
|
Description of property with respect to which the election is being made: _______ Series 2015A LTIP Units (“
LTIP Units
”) in Washington Prime Group, L.P. (the “
Partnership
”).
|
3.
|
The date on which the LTIP Units were issued is _____________, 2015. The taxable year to which this election relates is calendar year 2015.
|
4.
|
Nature of restrictions to which the LTIP Units are subject:
|
(a)
|
With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.
|
(b)
|
The Taxpayer’s LTIP Units are subject to forfeiture until they vest in accordance with the provisions in the applicable Award Agreement and Certificate of Designation for the LTIP Units.
|
5.
|
The fair market value at time of issuance (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.
|
6.
|
The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.
|
7.
|
A copy of this statement has been furnished to the Partnership and Washington Prime Group Inc, (d/b/a WP Glimcher).
|
Name
|
|
Maximum Number of Special Performance LTIP Units with Respect to Each Special Performance Period
|
Michael Glimcher
|
|
39,924
|
Mark Yale
|
|
17,110
|
Farinaz Tehrani
|
|
7,500
|
Lisa Indest
|
|
8,555
|
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)) 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.
|
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
|
c.
|
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: May 7, 2015
|
|
/s/ Michael P. Glimcher
|
|
|
Michael P. Glimcher
Vice Chairman and Chief Executive Officer
|
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)) 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.
|
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
|
c.
|
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: May 7, 2015
|
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
|
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: May 7, 2015
|
|
/s/ Michael P. Glimcher
|
|
|
Michael P. Glimcher
Vice Chairman and Chief Executive Officer
|
Date: May 7, 2015
|
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
|