001-36252 (WP Glimcher Inc.)
333-205859 (Washington Prime Group, L.P.)
(Commission File No.)
|
180 East Broad Street
Columbus, Ohio 43215
(Address of principal executive offices)
|
46-4323686 (WP Glimcher Inc.)
46-4674640 (Washington Prime Group, L.P.)
(I.R.S. Employer Identification No.)
|
(614) 621-9000
(Registrant's telephone number, including area code)
|
WP Glimcher Inc. Yes
x
No
¨
|
|
Washington Prime Group, L.P. Yes
¨
No
x
|
WP Glimcher Inc. Yes
x
No
¨
|
|
Washington Prime Group, L.P. Yes
x
No
¨
|
WP Glimcher Inc. Yes
¨
No
x
|
|
Washington Prime Group, L.P. Yes
¨
No
x
|
•
|
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
|
•
|
creates time and cost efficiencies through the preparation of one set of disclosures instead of two separate sets of disclosures.
|
PART I:
|
FINANCIAL INFORMATION
|
PAGE
|
|
|
|
Item 1.
|
Consolidated Financial Statements (unaudited)
|
|
|
|
|
|
Financial Statements for WP Glimcher Inc.:
|
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2016 and 2015
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015
|
|
|
|
|
|
Consolidated Statement of Equity for the six months ended June 30, 2016
|
|
|
|
|
|
Financial Statements for Washington Prime Group, L.P.:
|
|
|
|
|
|
Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2016 and 2015
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015
|
|
|
|
|
|
Consolidated Statement of Equity for the six months ended June 30, 2016
|
|
|
|
|
|
Condensed Notes to Consolidated Financial Statements
|
|
|
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|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
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|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
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Item 4.
|
Controls and Procedures
|
|
|
|
|
PART II:
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
Item 5.
|
Other Information
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
SIGNATURES
|
Item 1.
|
Financial Statements
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
ASSETS:
|
|
|
|
|
||||
Investment properties at cost
|
|
$
|
6,583,541
|
|
|
$
|
6,656,200
|
|
Less: accumulated depreciation
|
|
2,270,747
|
|
|
2,225,750
|
|
||
|
|
4,312,794
|
|
|
4,430,450
|
|
||
Cash and cash equivalents
|
|
63,445
|
|
|
116,253
|
|
||
Tenant receivables and accrued revenue, net
|
|
83,207
|
|
|
91,603
|
|
||
Real estate assets held-for-sale
|
|
—
|
|
|
30,000
|
|
||
Investment in and advances to unconsolidated entities, at equity
|
|
468,798
|
|
|
488,071
|
|
||
Deferred costs and other assets
|
|
288,622
|
|
|
303,232
|
|
||
Total assets
|
|
$
|
5,216,866
|
|
|
$
|
5,459,609
|
|
LIABILITIES:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
1,672,915
|
|
|
$
|
1,793,439
|
|
Notes payable
|
|
247,274
|
|
|
246,728
|
|
||
Unsecured term loans
|
|
1,333,920
|
|
|
1,332,812
|
|
||
Revolving credit facility
|
|
256,267
|
|
|
275,622
|
|
||
Accounts payable, accrued expenses, intangibles, and deferred revenues
|
|
361,252
|
|
|
379,112
|
|
||
Distributions payable
|
|
2,992
|
|
|
2,992
|
|
||
Cash distributions and losses in partnerships and joint ventures, at equity
|
|
15,389
|
|
|
15,399
|
|
||
Total liabilities
|
|
3,890,009
|
|
|
4,046,104
|
|
||
Redeemable noncontrolling interests
|
|
5,765
|
|
|
6,132
|
|
||
EQUITY:
|
|
|
|
|
||||
Stockholders' Equity:
|
|
|
|
|
||||
Series H Cumulative Redeemable Preferred Stock, $0.0001 par value, 4,000,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
|
104,251
|
|
|
104,251
|
|
||
Series I Cumulative Redeemable Preferred Stock, $0.0001 par value, 3,800,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
|
98,325
|
|
|
98,325
|
|
||
Common stock, $0.0001 par value, 300,000,000 shares authorized,
185,337,376 and 185,304,555 issued and outstanding as of June 30, 2016 and December 31, 2015, respectively |
|
19
|
|
|
19
|
|
||
Capital in excess of par value
|
|
1,234,277
|
|
|
1,225,926
|
|
||
Accumulated deficit
|
|
(280,623
|
)
|
|
(214,243
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(14,295
|
)
|
|
1,716
|
|
||
Total stockholders' equity
|
|
1,141,954
|
|
|
1,215,994
|
|
||
Noncontrolling interests
|
|
179,138
|
|
|
191,379
|
|
||
Total equity
|
|
1,321,092
|
|
|
1,407,373
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
5,216,866
|
|
|
$
|
5,459,609
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
||||||||
Minimum rent
|
$
|
141,257
|
|
|
$
|
161,695
|
|
|
$
|
284,362
|
|
|
$
|
322,601
|
|
Overage rent
|
1,911
|
|
|
2,291
|
|
|
5,368
|
|
|
5,555
|
|
||||
Tenant reimbursements
|
59,410
|
|
|
67,437
|
|
|
117,366
|
|
|
136,682
|
|
||||
Other income
|
3,160
|
|
|
6,105
|
|
|
8,673
|
|
|
10,408
|
|
||||
Total revenues
|
205,738
|
|
|
237,528
|
|
|
415,769
|
|
|
475,246
|
|
||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Property operating
|
39,525
|
|
|
51,140
|
|
|
83,459
|
|
|
102,249
|
|
||||
Depreciation and amortization
|
69,232
|
|
|
91,453
|
|
|
140,635
|
|
|
183,637
|
|
||||
Real estate taxes
|
26,397
|
|
|
27,737
|
|
|
50,888
|
|
|
58,262
|
|
||||
Advertising and promotion
|
2,597
|
|
|
2,646
|
|
|
4,829
|
|
|
5,321
|
|
||||
Provision for credit losses
|
1,763
|
|
|
883
|
|
|
2,495
|
|
|
1,581
|
|
||||
General and administrative
|
9,432
|
|
|
11,889
|
|
|
20,236
|
|
|
21,478
|
|
||||
Merger, restructuring and transaction costs
|
29,914
|
|
|
4,903
|
|
|
29,914
|
|
|
25,713
|
|
||||
Ground rent
|
1,043
|
|
|
2,071
|
|
|
2,100
|
|
|
4,444
|
|
||||
Total operating expenses
|
179,903
|
|
|
192,722
|
|
|
334,556
|
|
|
402,685
|
|
||||
OPERATING INCOME
|
25,835
|
|
|
44,806
|
|
|
81,213
|
|
|
72,561
|
|
||||
Interest expense, net
|
(34,466
|
)
|
|
(38,778
|
)
|
|
(71,814
|
)
|
|
(75,892
|
)
|
||||
Gain on extinguishment of debt, net
|
34,078
|
|
|
—
|
|
|
34,078
|
|
|
—
|
|
||||
Income and other taxes
|
(114
|
)
|
|
(528
|
)
|
|
(1,093
|
)
|
|
(973
|
)
|
||||
Loss from unconsolidated entities
|
(508
|
)
|
|
(1,703
|
)
|
|
(1,669
|
)
|
|
(1,487
|
)
|
||||
INCOME (LOSS) BEFORE (LOSS) GAIN ON DISPOSITION OF INTERESTS IN PROPERTIES, NET
|
24,825
|
|
|
3,797
|
|
|
40,715
|
|
|
(5,791
|
)
|
||||
(Loss) gain on disposition of interests in properties, net
|
(88
|
)
|
|
5,147
|
|
|
(2,297
|
)
|
|
5,147
|
|
||||
NET INCOME (LOSS)
|
24,737
|
|
|
8,944
|
|
|
38,418
|
|
|
(644
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
3,422
|
|
|
1,048
|
|
|
5,081
|
|
|
(1,248
|
)
|
||||
NET INCOME ATTRIBUTABLE TO THE COMPANY
|
21,315
|
|
|
7,896
|
|
|
33,337
|
|
|
604
|
|
||||
Less: Preferred share dividends
|
(3,508
|
)
|
|
(3,995
|
)
|
|
(7,016
|
)
|
|
(8,973
|
)
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
17,807
|
|
|
$
|
3,901
|
|
|
$
|
26,321
|
|
|
$
|
(8,369
|
)
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
||||||||
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
24,737
|
|
|
$
|
8,944
|
|
|
$
|
38,418
|
|
|
$
|
(644
|
)
|
Unrealized (loss) income on interest rate derivative instruments
|
(5,581
|
)
|
|
4,615
|
|
|
(19,047
|
)
|
|
4,211
|
|
||||
Comprehensive income
|
19,156
|
|
|
13,559
|
|
|
19,371
|
|
|
3,567
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests
|
2,532
|
|
|
1,783
|
|
|
2,045
|
|
|
(577
|
)
|
||||
Comprehensive income attributable to common shareholders
|
$
|
16,624
|
|
|
$
|
11,776
|
|
|
$
|
17,326
|
|
|
$
|
4,144
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
38,418
|
|
|
$
|
(644
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation
|
148,475
|
|
|
179,167
|
|
||
Gain on extinguishment of debt, net
|
(34,078
|
)
|
|
—
|
|
||
Loss (gain) on disposition of interests in properties, net
|
2,297
|
|
|
(5,147
|
)
|
||
Provision for credit losses
|
2,495
|
|
|
1,581
|
|
||
Loss from unconsolidated entities
|
1,669
|
|
|
1,487
|
|
||
Distributions of income from unconsolidated entities
|
126
|
|
|
70
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Tenant receivables and accrued revenue, net
|
5,894
|
|
|
(4,352
|
)
|
||
Deferred costs and other assets
|
(9,839
|
)
|
|
(12,728
|
)
|
||
Accounts payable, accrued expenses, deferred revenues and other liabilities
|
(24,516
|
)
|
|
(23,696
|
)
|
||
Net cash provided by operating activities
|
130,941
|
|
|
135,738
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(956,608
|
)
|
||
Capital expenditures, net
|
(70,975
|
)
|
|
(72,551
|
)
|
||
Restricted cash reserves for future capital expenditures, net
|
(888
|
)
|
|
(5,494
|
)
|
||
Net proceeds from disposition of properties
|
13,420
|
|
|
431,823
|
|
||
Investments in unconsolidated entities
|
(7,492
|
)
|
|
(4,065
|
)
|
||
Distributions of capital from unconsolidated entities
|
24,815
|
|
|
91
|
|
||
Net cash used in investing activities
|
(41,120
|
)
|
|
(606,804
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Distributions to noncontrolling interest holders in properties
|
—
|
|
|
(8
|
)
|
||
Redemption of limited partner units/preferred shares
|
(5
|
)
|
|
(117,384
|
)
|
||
Change in lender-required restricted cash reserves on mortgage loans
|
(1,863
|
)
|
|
—
|
|
||
Net proceeds from issuance of common shares, including common stock plans
|
24
|
|
|
1,878
|
|
||
Distributions on common and preferred shares/units
|
(117,471
|
)
|
|
(113,695
|
)
|
||
Proceeds from issuance of debt, net of transaction costs
|
119,591
|
|
|
2,331,669
|
|
||
Repayments of debt
|
(142,905
|
)
|
|
(1,619,372
|
)
|
||
Net cash (used in) provided by financing activities
|
(142,629
|
)
|
|
483,088
|
|
||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(52,808
|
)
|
|
12,022
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
116,253
|
|
|
108,768
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
63,445
|
|
|
$
|
120,790
|
|
|
|
Preferred Series H
|
|
Preferred Series I
|
|
Common
Stock |
|
Capital in
Excess of Par Value |
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||||||
Balance, December 31, 2015
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,225,926
|
|
|
$
|
(214,243
|
)
|
|
$
|
1,716
|
|
|
$
|
1,215,994
|
|
|
$
|
191,379
|
|
|
$
|
1,407,373
|
|
|
$
|
6,132
|
|
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||||||
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
(353
|
)
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,770
|
|
|
—
|
|
|
—
|
|
|
11,770
|
|
|
—
|
|
|
11,770
|
|
|
—
|
|
||||||||||
Adjustments to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,459
|
)
|
|
—
|
|
|
—
|
|
|
(3,459
|
)
|
|
3,459
|
|
|
—
|
|
|
—
|
|
||||||||||
Distributions on common shares/units ($0.50 per common share/unit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,701
|
)
|
|
—
|
|
|
(92,701
|
)
|
|
(17,634
|
)
|
|
(110,335
|
)
|
|
—
|
|
||||||||||
Distributions declared on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
||||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,011
|
)
|
|
(16,011
|
)
|
|
(3,036
|
)
|
|
(19,047
|
)
|
|
—
|
|
||||||||||
Net income (loss), excluding $120 of distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,337
|
|
|
—
|
|
|
33,337
|
|
|
4,975
|
|
|
38,312
|
|
|
(14
|
)
|
||||||||||
Balance, June 30, 2016
|
|
$
|
104,251
|
|
|
$
|
98,325
|
|
|
$
|
19
|
|
|
$
|
1,234,277
|
|
|
$
|
(280,623
|
)
|
|
$
|
(14,295
|
)
|
|
$
|
1,141,954
|
|
|
$
|
179,138
|
|
|
$
|
1,321,092
|
|
|
$
|
5,765
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
ASSETS:
|
|
|
|
|
||||
Investment properties at cost
|
|
$
|
6,583,541
|
|
|
$
|
6,656,200
|
|
Less: accumulated depreciation
|
|
2,270,747
|
|
|
2,225,750
|
|
||
|
|
4,312,794
|
|
|
4,430,450
|
|
||
Cash and cash equivalents
|
|
63,445
|
|
|
116,253
|
|
||
Tenant receivables and accrued revenue, net
|
|
83,207
|
|
|
91,603
|
|
||
Real estate assets held-for-sale
|
|
—
|
|
|
30,000
|
|
||
Investment in and advances to unconsolidated entities, at equity
|
|
468,798
|
|
|
488,071
|
|
||
Deferred costs and other assets
|
|
288,622
|
|
|
303,232
|
|
||
Total assets
|
|
$
|
5,216,866
|
|
|
$
|
5,459,609
|
|
LIABILITIES:
|
|
|
|
|
||||
Mortgage notes payable
|
|
$
|
1,672,915
|
|
|
$
|
1,793,439
|
|
Notes payable
|
|
247,274
|
|
|
246,728
|
|
||
Unsecured term loans
|
|
1,333,920
|
|
|
1,332,812
|
|
||
Revolving credit facility
|
|
256,267
|
|
|
275,622
|
|
||
Accounts payable, accrued expenses, intangibles, and deferred revenues
|
|
361,252
|
|
|
379,112
|
|
||
Distributions payable
|
|
2,992
|
|
|
2,992
|
|
||
Cash distributions and losses in partnerships and joint ventures, at equity
|
|
15,389
|
|
|
15,399
|
|
||
Total liabilities
|
|
3,890,009
|
|
|
4,046,104
|
|
||
Redeemable noncontrolling interests
|
|
5,765
|
|
|
6,132
|
|
||
EQUITY:
|
|
|
|
|
||||
Partners' Equity:
|
|
|
|
|
||||
General partner
|
|
|
|
|
||||
Preferred equity, 7,800,000 units issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
|
202,576
|
|
|
202,576
|
|
||
Common equity, 185,337,376 and 185,304,555 units issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
|
939,378
|
|
|
1,013,418
|
|
||
Total general partners' equity
|
|
1,141,954
|
|
|
1,215,994
|
|
||
Limited partners, 35,129,921 and 34,807,051 units issued and outstanding as of June 30, 2016 and December 31, 2015, respectively
|
|
178,056
|
|
|
190,297
|
|
||
Total partners' equity
|
|
1,320,010
|
|
|
1,406,291
|
|
||
Noncontrolling interests
|
|
1,082
|
|
|
1,082
|
|
||
Total equity
|
|
1,321,092
|
|
|
1,407,373
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
5,216,866
|
|
|
$
|
5,459,609
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
38,418
|
|
|
$
|
(644
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization, including fair value rent, fair value debt, deferred financing costs and equity-based compensation
|
148,475
|
|
|
179,167
|
|
||
Gain on extinguishment of debt, net
|
(34,078
|
)
|
|
—
|
|
||
Loss (gain) on disposition of interests in properties, net
|
2,297
|
|
|
(5,147
|
)
|
||
Provision for credit losses
|
2,495
|
|
|
1,581
|
|
||
Loss from unconsolidated entities
|
1,669
|
|
|
1,487
|
|
||
Distributions of income from unconsolidated entities
|
126
|
|
|
70
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|||
Tenant receivables and accrued revenue, net
|
5,894
|
|
|
(4,352
|
)
|
||
Deferred costs and other assets
|
(9,839
|
)
|
|
(12,728
|
)
|
||
Accounts payable, accrued expenses, deferred revenues and other liabilities
|
(24,516
|
)
|
|
(23,696
|
)
|
||
Net cash provided by operating activities
|
130,941
|
|
|
135,738
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(956,608
|
)
|
||
Capital expenditures, net
|
(70,975
|
)
|
|
(72,551
|
)
|
||
Restricted cash reserves for future capital expenditures, net
|
(888
|
)
|
|
(5,494
|
)
|
||
Net proceeds from disposition of properties
|
13,420
|
|
|
431,823
|
|
||
Investments in unconsolidated entities
|
(7,492
|
)
|
|
(4,065
|
)
|
||
Distributions of capital from unconsolidated entities
|
24,815
|
|
|
91
|
|
||
Net cash used in investing activities
|
(41,120
|
)
|
|
(606,804
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|||
Distributions to unitholders, net
|
(117,471
|
)
|
|
(113,695
|
)
|
||
Distributions to noncontrolling interest holders in properties
|
—
|
|
|
(8
|
)
|
||
Redemption of limited partner/preferred units
|
(5
|
)
|
|
(117,384
|
)
|
||
Change in lender-required restricted cash reserves on mortgage loans
|
(1,863
|
)
|
|
—
|
|
||
Net proceeds from issuance of common units, including equity-based compensation plans
|
24
|
|
|
1,878
|
|
||
Proceeds from issuance of debt, net of transaction costs
|
119,591
|
|
|
2,331,669
|
|
||
Repayments of debt
|
(142,905
|
)
|
|
(1,619,372
|
)
|
||
Net cash (used in) provided by financing activities
|
(142,629
|
)
|
|
483,088
|
|
||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(52,808
|
)
|
|
12,022
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
116,253
|
|
|
108,768
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
63,445
|
|
|
$
|
120,790
|
|
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
Preferred
|
|
Common
|
|
Total
|
|
Limited Partners
|
|
Total
Partners' Equity |
|
Non-
Controlling Interests |
|
Total
Equity |
|
Redeemable Non-Controlling Interests
|
||||||||||||||||
Balance, December 31, 2015
|
|
$
|
202,576
|
|
|
$
|
1,013,418
|
|
|
$
|
1,215,994
|
|
|
$
|
190,297
|
|
|
$
|
1,406,291
|
|
|
$
|
1,082
|
|
|
$
|
1,407,373
|
|
|
$
|
6,132
|
|
Exercise of stock options
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||||||
Redemption of limited partner units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|
(353
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
11,770
|
|
|
11,770
|
|
|
—
|
|
|
11,770
|
|
|
—
|
|
|
11,770
|
|
|
—
|
|
||||||||
Adjustments to limited partners' interests
|
|
—
|
|
|
(3,459
|
)
|
|
(3,459
|
)
|
|
3,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions on common units ($0.50 per common unit)
|
|
—
|
|
|
(92,701
|
)
|
|
(92,701
|
)
|
|
(17,634
|
)
|
|
(110,335
|
)
|
|
—
|
|
|
(110,335
|
)
|
|
—
|
|
||||||||
Distributions declared on preferred units
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
—
|
|
|
(7,016
|
)
|
|
(120
|
)
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
(16,011
|
)
|
|
(16,011
|
)
|
|
(3,036
|
)
|
|
(19,047
|
)
|
|
—
|
|
|
(19,047
|
)
|
|
—
|
|
||||||||
Net income
|
|
7,016
|
|
|
26,321
|
|
|
33,337
|
|
|
4,975
|
|
|
38,312
|
|
|
—
|
|
|
38,312
|
|
|
106
|
|
||||||||
Balance, June 30, 2016
|
|
$
|
202,576
|
|
|
$
|
939,378
|
|
|
$
|
1,141,954
|
|
|
$
|
178,056
|
|
|
$
|
1,320,010
|
|
|
$
|
1,082
|
|
|
$
|
1,321,092
|
|
|
$
|
5,765
|
|
1.
|
Organization
|
•
|
enhances investors' understanding of the operations of WPG Inc. and WPG L.P. by enabling investors to view the business
|
•
|
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both WPG Inc. and WPG L.P.; and
|
•
|
creates time and cost efficiencies through the preparation of one set of notes instead of two separate sets of notes.
|
•
|
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
|
$
|
3,091,410
|
|
Cash and cash equivalents (1)
|
547,294
|
|
|
Tenant accounts receivable
|
14,311
|
|
|
Investment in and advances to unconsolidated real estate entities
|
21,994
|
|
|
Deferred costs and other assets (including intangibles)
|
370,079
|
|
|
Accounts payable, accrued expenses, intangibles, and deferred revenue
|
(289,551
|
)
|
|
Distributions payable
|
(2,658
|
)
|
|
Redeemable noncontrolling interests, including preferred units
|
(5,795
|
)
|
|
Total assets acquired and liabilities assumed
|
3,747,084
|
|
|
Fair value of mortgage notes payable assumed
|
(1,356,389
|
)
|
|
Net assets acquired
|
2,390,695
|
|
|
Less: Common shares issued
|
(535,490
|
)
|
|
Less: Preferred shares issued
|
(319,960
|
)
|
|
Less: Common operating partnership units issued to limited partners
|
(29,482
|
)
|
|
Less: Cash and cash equivalents acquired
|
(547,294
|
)
|
|
Net cash paid for acquisition
|
$
|
958,469
|
|
|
|
|
|
|
|
Balance as of
|
||||||
Intangible
Asset/Liability
|
|
Location on the
Consolidated Balance Sheets
|
|
Weighted Average Remaining Amortization
(in years)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Above-market leases - Company is lessor
|
|
Deferred costs and other assets
|
|
7.3
|
|
$
|
40,392
|
|
|
$
|
47,285
|
|
Below-market leases - Company is lessor
|
|
Accounts payable, accrued expenses, intangibles and deferred revenues
|
|
13.3
|
|
$
|
117,417
|
|
|
$
|
131,854
|
|
Above-market lease - Company is lessee
|
|
Accounts payable, accrued expenses, intangibles and deferred revenues
|
|
31.0
|
|
$
|
2,422
|
|
|
$
|
2,461
|
|
In-place leases
|
|
Deferred costs and other assets
|
|
9.5
|
|
$
|
84,642
|
|
|
$
|
99,836
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2015
|
|
2015
|
||||
Total revenues
|
$
|
213,627
|
|
|
$
|
425,381
|
|
Net income attributable to the Company
|
$
|
9,243
|
|
|
$
|
15,256
|
|
Net income attributable to common shareholders
|
$
|
5,619
|
|
|
$
|
8,124
|
|
Earnings per common share-basic and diluted
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Weighted average shares outstanding-basic (in thousands)
|
185,290
|
|
|
185,195
|
|
||
Weighted average shares outstanding-diluted (in thousands)
|
220,252
|
|
|
220,098
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2015
|
|
2015
|
||||
Total revenues
|
$
|
213,627
|
|
|
$
|
425,381
|
|
Net income attributable to unitholders
|
$
|
10,334
|
|
|
$
|
16,796
|
|
Net income attributable to common unitholders
|
$
|
6,650
|
|
|
$
|
9,554
|
|
Earnings per common unit-basic and diluted
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Weighted average units outstanding-basic (in thousands)
|
219,686
|
|
|
219,585
|
|
||
Weighted average units outstanding-diluted (in thousands)
|
220,252
|
|
|
220,098
|
|
5.
|
Investment in Unconsolidated Entities, at Equity
|
•
|
The O'Connor Joint Venture
|
•
|
The Seminole Joint Venture
|
•
|
Other Joint Venture
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
47,494
|
|
|
$
|
21,168
|
|
|
$
|
93,806
|
|
|
$
|
29,956
|
|
Operating expenses
|
19,257
|
|
|
9,934
|
|
|
38,562
|
|
|
13,826
|
|
||||
Depreciation and amortization
|
19,680
|
|
|
9,779
|
|
|
39,724
|
|
|
11,061
|
|
||||
Operating income
|
8,557
|
|
|
1,455
|
|
|
15,520
|
|
|
5,069
|
|
||||
Interest expense, net
|
(8,277
|
)
|
|
(3,329
|
)
|
|
(16,165
|
)
|
|
(4,427
|
)
|
||||
Net income (loss) from the Company's unconsolidated real estate entities
|
280
|
|
|
(1,874
|
)
|
|
(645
|
)
|
|
642
|
|
||||
Our share of loss from the Company's unconsolidated real estate entities
|
$
|
(508
|
)
|
|
$
|
(1,703
|
)
|
|
$
|
(1,669
|
)
|
|
$
|
(1,487
|
)
|
6.
|
Indebtedness
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Face amount of mortgage loans
|
|
$
|
1,663,910
|
|
|
$
|
1,782,103
|
|
Fair value adjustments, net
|
|
14,607
|
|
|
17,683
|
|
||
Debt issuance cost, net
|
|
(5,602
|
)
|
|
(6,347
|
)
|
||
Carrying value of mortgage loans
|
|
$
|
1,672,915
|
|
|
$
|
1,793,439
|
|
Balance, December 31, 2015
|
$
|
1,793,439
|
|
Debt amortization payments
|
(7,905
|
)
|
|
Debt borrowings, net
|
4,591
|
|
|
Debt cancelled upon lender foreclosures, net of debt issuance costs
|
(114,967
|
)
|
|
Amortization of fair value and other adjustments
|
(3,076
|
)
|
|
Amortization of debt issuance costs
|
833
|
|
|
Balance, June 30, 2016
|
$
|
1,672,915
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||
Fair value of fixed-rate mortgages
|
|
$1,515,491
|
|
$1,675,035
|
||
Weighted average discount rates assumed in calculation
of fair value for fixed-rate mortgages
|
|
3.05
|
%
|
|
3.42
|
%
|
7.
|
Derivative Financial Instruments
|
Derivatives designated as hedging instruments:
|
Balance Sheet
Location
|
|
June 30, 2016
|
|
December 31, 2015
|
|||||
Interest rate products
|
Asset derivatives
|
Deferred costs and other assets
|
|
$
|
—
|
|
|
$
|
1,658
|
|
Interest rate products
|
Liability derivatives
|
Accounts payable, accrued expenses, intangibles and deferred revenues
|
|
$
|
20,396
|
|
|
$
|
152
|
|
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 AOCL into Income (Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from AOCL 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)
|
||||||||||||||||||
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
June 30,
|
|
|
|
June 30,
|
|
|
June 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||||
Interest rate products
|
|
$
|
(7,491
|
)
|
|
$
|
4,644
|
|
|
Interest expense
|
|
$
|
1,910
|
|
|
$
|
(29
|
)
|
Interest expense
|
|
$
|
(570
|
)
|
|
$
|
—
|
|
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 AOCL into Income (Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from AOCL 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)
|
||||||||||||||||||
|
|
Six Months Ended
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
||||||||||||||||||
|
|
June 30,
|
|
|
|
June 30,
|
|
|
June 30,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||||
Interest rate products
|
|
$
|
(22,888
|
)
|
|
$
|
4,243
|
|
|
Interest expense
|
|
$
|
3,841
|
|
|
$
|
(32
|
)
|
Interest expense
|
|
$
|
(2,912
|
)
|
|
$
|
—
|
|
|
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level
3)
|
|
Balance at June 30, 2016
|
||||||||
Derivative instruments, net
|
$
|
—
|
|
|
$
|
(20,396
|
)
|
|
$
|
—
|
|
|
$
|
(20,396
|
)
|
|
Quoted Prices in Active Markets for Identical Liabilities
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level
3)
|
|
Balance at December 31, 2015
|
||||||||
Derivative instruments, net
|
$
|
—
|
|
|
$
|
1,506
|
|
|
$
|
—
|
|
|
$
|
1,506
|
|
8.
|
Equity
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Merger, restructuring and transaction costs
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
General and administrative
|
|
1.5
|
|
|
2.8
|
|
|
2.2
|
|
|
5.1
|
|
||||
Total expense
|
|
$
|
11.0
|
|
|
$
|
2.8
|
|
|
$
|
11.7
|
|
|
$
|
5.1
|
|
Security Type
|
Distribution per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Date Paid
|
Common Shares/Units
|
$0.2500
|
March 31, 2016
|
March 7, 2016
|
March 15, 2016
|
Series H Preferred Shares/Units
|
$0.4688
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Series I Preferred Shares/Units
|
$0.4297
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Series I‑1 Preferred Units
|
$0.4563
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Security Type
|
Distribution per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Date Paid
|
Common Shares/Units
|
$0.2500
|
June 30, 2016
|
June 3, 2016
|
June 15, 2016
|
Series H Preferred Shares/Units (1)
|
$0.4688
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
Series I Preferred Shares/Units (1)
|
$0.4297
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
Series I‑1 Preferred Units (1)
|
$0.4563
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
(1)
|
Amounts total $3.0 million and are recorded as distributions payable in the accompanying consolidated balance sheet as of
June 30, 2016
.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Property management and common costs, services and other
|
|
$
|
2,526
|
|
|
$
|
5,620
|
|
|
$
|
6,741
|
|
|
$
|
12,549
|
|
Insurance premiums
|
|
$
|
—
|
|
|
$
|
2,269
|
|
|
$
|
—
|
|
|
$
|
4,538
|
|
Advertising and promotional programs
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
102
|
|
|
$
|
429
|
|
Capitalized leasing and development fees
|
|
$
|
1,315
|
|
|
$
|
2,177
|
|
|
$
|
2,483
|
|
|
$
|
3,808
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Property management costs, services and other
|
|
$
|
—
|
|
|
$
|
191
|
|
|
$
|
124
|
|
|
$
|
413
|
|
Insurance premiums
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Advertising and promotional programs
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
20
|
|
Capitalized leasing and development fees
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
12
|
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings (Loss) Per Common Share, Basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders - basic
|
|
$
|
17,807
|
|
|
$
|
3,901
|
|
|
$
|
26,321
|
|
|
$
|
(8,369
|
)
|
Weighted average shares outstanding - basic
|
|
185,313,533
|
|
|
185,290,327
|
|
|
185,310,537
|
|
|
182,885,092
|
|
||||
Earnings (loss) per common share, basic
|
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Common Share, Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders - basic
|
|
$
|
17,807
|
|
|
$
|
3,901
|
|
|
$
|
26,321
|
|
|
$
|
(8,369
|
)
|
Net income (loss) attributable to common unitholders
|
|
3,370
|
|
|
985
|
|
|
4,975
|
|
|
(1,358
|
)
|
||||
Net income (loss) attributable to common shareholders - diluted
|
|
$
|
21,177
|
|
|
$
|
4,886
|
|
|
$
|
31,296
|
|
|
$
|
(9,727
|
)
|
Weighted average common shares outstanding - basic
|
|
185,313,533
|
|
|
185,290,327
|
|
|
185,310,537
|
|
|
182,885,092
|
|
||||
Weighted average operating partnership units outstanding
|
|
34,304,679
|
|
|
34,396,029
|
|
|
34,304,757
|
|
|
34,263,688
|
|
||||
Weighted average additional dilutive securities outstanding
|
|
856,562
|
|
|
565,157
|
|
|
757,293
|
|
|
—
|
|
||||
Weighted average common shares outstanding - diluted
|
|
220,474,774
|
|
|
220,251,513
|
|
|
220,372,587
|
|
|
217,148,780
|
|
||||
Earnings (loss) per common share, diluted
|
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
(0.05
|
)
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Earnings (Loss) Per Common Unit, Basic and Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common unitholders - basic and diluted
|
|
$
|
21,177
|
|
|
$
|
4,886
|
|
|
$
|
31,296
|
|
|
$
|
(9,727
|
)
|
Weighted average common units outstanding - basic
|
|
219,618,212
|
|
|
219,686,356
|
|
|
219,615,294
|
|
|
217,148,780
|
|
||||
Weighted average additional dilutive securities outstanding
|
|
856,562
|
|
|
565,157
|
|
|
757,293
|
|
|
—
|
|
||||
Weighted average units outstanding - diluted
|
|
220,474,774
|
|
|
220,251,513
|
|
|
220,372,587
|
|
|
217,148,780
|
|
||||
Earnings (loss) per common unit, basic and diluted
|
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
(0.05
|
)
|
|
|
June 30, 2016
|
|
June 30, 2015
|
|
% Change
|
Ending occupancy (1)
|
|
92.9%
|
|
92.3%
|
|
0.6%
|
Average base minimum rent per square foot (2)
|
|
$21.44
|
|
$21.32
|
|
0.6%
|
(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 anchors, majors, freestanding office and outlots at our enclosed retail properties in the calculation of ending occupancy. Community center GLA included in the calculation relates to all Company-owned space other than office space. When including the non-core properties, occupancy was 92.2% and 91.5% at
June 30, 2016 and 2015
, respectively.
|
(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.
|
•
|
On June 9, 2016, we transitioned Merritt Square Mall, located in Merritt Island, Florida, to the lender.
|
•
|
On April 28, 2016, we transitioned Chesapeake Square, located in Chesapeake, Virginia, to the lender.
|
•
|
On January 29, 2016, we completed the sale of Forest Mall, located in Fond Du Lac, Wisconsin, and Northlake Mall, located in Atlanta, Georgia, to private real estate investors.
|
•
|
On June 1, 2015, we completed the transaction forming the O'Connor Joint Venture with regard to the ownership and operation of the O'Connor Properties, resulting in the deconsolidation of five of our enclosed retail properties and certain related out-parcels acquired in the Merger. Under the terms of the joint venture agreement, we retained a 51% interest and sold a 49% interest to O'Connor, the third party partner.
|
•
|
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 (including the amounts from the O'Connor Properties for periods prior to the date of the O'Connor Joint Venture transaction) from the date of the Merger of $71.2 million and $9.1 million, respectively, for the
three
months ended
June 30, 2015
and $140.0 million and $1.3 million, respectively, for the
six
months ended
June 30, 2015
are included in the consolidated statements of operations and comprehensive income. 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.
|
•
|
funded capital expenditures of $71.0 million;
|
•
|
funded net amounts of restricted cash reserves held for future capital expenditures of $0.9 million;
|
•
|
received net proceeds from the disposition of properties of $13.4 million;
|
•
|
funded investments in unconsolidated entities of $7.5 million;
|
•
|
received distributions of capital from unconsolidated entities of $24.8 million;
|
•
|
funded a net amount of lender-required restricted cash reserves on mortgage loans of $1.9 million;
|
•
|
funded the net repayment of debt of $23.3 million; and
|
•
|
funded distributions to common and preferred shareholders and unitholders of $117.5 million.
|
•
|
excess cash generated from operating performance and working capital reserves;
|
•
|
borrowings on our debt arrangements;
|
•
|
opportunistic asset sales;
|
•
|
additional secured or unsecured debt financing; or
|
•
|
additional equity raised in the public or private markets.
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Face amount of mortgage loans
|
|
$
|
1,663,910
|
|
|
$
|
1,782,103
|
|
Fair value adjustments, net
|
|
14,607
|
|
|
17,683
|
|
||
Debt issuance costs, net
|
|
(5,602
|
)
|
|
(6,347
|
)
|
||
Carrying value of mortgage loans
|
|
$
|
1,672,915
|
|
|
$
|
1,793,439
|
|
Balance, December 31, 2015
|
$
|
1,793,439
|
|
Debt amortization payments
|
(7,905
|
)
|
|
Debt borrowings, net
|
4,591
|
|
|
Debt cancelled upon lender foreclosures, net of debt issuance costs
|
(114,967
|
)
|
|
Amortization of fair value and other adjustments
|
(3,076
|
)
|
|
Amortization of debt issuance costs
|
833
|
|
|
Balance, June 30, 2016
|
$
|
1,672,915
|
|
|
|
June 30, 2016
|
|
Weighted
Average
Interest Rate
|
|
December 31, 2015
|
|
Weighted
Average
Interest Rate
|
||||||
Fixed-rate debt, face amount
|
|
$
|
2,502,810
|
|
|
4.33
|
%
|
|
$
|
2,686,003
|
|
|
4.48
|
%
|
Variable-rate debt, face amount
|
|
1,009,850
|
|
|
1.98
|
%
|
|
964,850
|
|
|
1.91
|
%
|
||
Total face amount of debt
|
|
3,512,660
|
|
|
3.65
|
%
|
|
3,650,853
|
|
|
3.80
|
%
|
||
Note discount
|
|
(54
|
)
|
|
|
|
(60
|
)
|
|
|
||||
Fair value adjustments, net
|
|
14,607
|
|
|
|
|
17,683
|
|
|
|
||||
Debt issuance costs, net
|
|
(16,837
|
)
|
|
|
|
(19,875
|
)
|
|
|
||||
Total carrying value of debt
|
|
$
|
3,510,376
|
|
|
|
|
$
|
3,648,601
|
|
|
|
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
Thereafter
|
|
Total
|
||||||||||
Long term debt (1)
|
|
$
|
295,947
|
|
|
$
|
198,407
|
|
|
$
|
1,818,102
|
|
|
$
|
1,200,204
|
|
|
$
|
3,512,660
|
|
Interest payments (2)
|
|
54,232
|
|
|
193,740
|
|
|
143,145
|
|
|
95,317
|
|
|
486,434
|
|
|||||
Distributions (3)
|
|
7,135
|
|
|
15,964
|
|
|
—
|
|
|
—
|
|
|
23,099
|
|
|||||
Ground rent (4)
|
|
1,686
|
|
|
6,720
|
|
|
6,746
|
|
|
117,930
|
|
|
133,082
|
|
|||||
Purchase/tenant obligations (5)
|
|
101,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,331
|
|
|||||
Total
|
|
$
|
460,331
|
|
|
$
|
414,831
|
|
|
$
|
1,967,993
|
|
|
$
|
1,413,451
|
|
|
$
|
4,256,606
|
|
(1)
|
Represents principal maturities only and therefore excludes net fair value adjustments of $14,607, debt issuance costs of $(16,837) and bond discount of $(54) as of
June 30, 2016
. In addition, the principal maturities reflect any available extension options within the control of the Company.
|
(2)
|
Variable rate interest payments are estimated based on the LIBOR rate at
June 30, 2016
.
|
(3)
|
Since there is no required redemption, distributions on the Series H Preferred Shares/Units, Series I Preferred Shares/Units and Series I-1 Preferred Units may be paid in perpetuity; for purposes of this table, such distributions were included through the optional redemption dates of August 10, 2017, March 27, 2018 and March 27, 2018, respectively.
|
(4)
|
Represents minimum future lease payments due through the end of the initial lease term.
|
(5)
|
Includes amounts due under executed leases and commitments to vendors for development and other matters.
|
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
Thereafter
|
|
Total
|
||||||||||
Long term debt (1)
|
|
$
|
855
|
|
|
$
|
3,677
|
|
|
$
|
37,492
|
|
|
$
|
380,613
|
|
|
$
|
422,637
|
|
Interest payments
|
|
8,591
|
|
|
34,068
|
|
|
32,680
|
|
|
64,935
|
|
|
140,274
|
|
|||||
Ground rent (2)
|
|
964
|
|
|
3,858
|
|
|
4,320
|
|
|
123,633
|
|
|
132,775
|
|
|||||
Purchase/tenant obligations (3)
|
|
13,839
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,839
|
|
|||||
Total
|
|
$
|
24,249
|
|
|
$
|
41,603
|
|
|
$
|
74,492
|
|
|
$
|
569,181
|
|
|
$
|
709,525
|
|
(1)
|
Represents principal maturities only and therefore excludes net fair value adjustments of $8,392 and debt issuance costs of $(1,222) as of
June 30, 2016
. In addition, the principal maturities reflect any available extension options.
|
(2)
|
Represents minimum future lease payments due through the end of the initial lease term.
|
(3)
|
Includes amounts due under executed leases and commitments to vendors for development and other matters.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Merger, restructuring and transaction costs
|
|
$
|
9.5
|
|
|
$
|
—
|
|
|
$
|
9.5
|
|
|
$
|
—
|
|
General and administrative
|
|
1.5
|
|
|
2.8
|
|
|
2.2
|
|
|
5.1
|
|
||||
Total expense
|
|
$
|
11.0
|
|
|
$
|
2.8
|
|
|
$
|
11.7
|
|
|
$
|
5.1
|
|
Security Type
|
Distribution per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Date Paid
|
Common Shares/Units
|
$0.2500
|
March 31, 2016
|
March 7, 2016
|
March 15, 2016
|
Series H Preferred Shares/Units
|
$0.4688
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Series I Preferred Shares/Units
|
$0.4297
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Series I‑1 Preferred Units
|
$0.4563
|
March 31, 2016
|
March 31, 2016
|
April 15, 2016
|
Security Type
|
Distribution per Share/Unit
|
For the
Quarter Ended
|
Record Date
|
Date Paid
|
Common Shares/Units
|
$0.2500
|
June 30, 2016
|
June 3, 2016
|
June 15, 2016
|
Series H Preferred Shares/Units (1)
|
$0.4688
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
Series I Preferred Shares/Units (1)
|
$0.4297
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
Series I‑1 Preferred Units (1)
|
$0.4563
|
June 30, 2016
|
June 30, 2016
|
July 15, 2016
|
(1)
|
Amounts total $3.0 million and are recorded as distributions payable in the consolidated balance sheet as of
June 30, 2016
.
|
New developments
|
|
$
|
12,292
|
|
Redevelopments and expansions
|
|
27,682
|
|
|
Tenant allowances
|
|
10,014
|
|
|
Operational capital expenditures
|
|
4,735
|
|
|
Total (1)
|
|
$
|
54,723
|
|
•
|
excluding real estate related depreciation and amortization;
|
•
|
excluding gains and losses from extraordinary items and cumulative effects of accounting changes;
|
•
|
excluding gains and losses from the sales or disposals of previously depreciated retail operating properties;
|
•
|
excluding gains and losses upon acquisition of controlling interests in properties;
|
•
|
excluding impairment charges of depreciable real estate;
|
•
|
plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.
|
•
|
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
|
•
|
are not alternatives to cash flows as a measure of liquidity.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
|
$
|
24,737
|
|
|
$
|
8,944
|
|
|
$
|
38,418
|
|
|
$
|
(644
|
)
|
Less: Preferred dividends and distributions on preferred operating partnership units
|
|
(3,568
|
)
|
|
(4,055
|
)
|
|
(7,136
|
)
|
|
(9,083
|
)
|
||||
Adjustments to Arrive at FFO:
|
|
|
|
|
|
|
|
|
||||||||
Real estate depreciation and amortization, including joint venture impact
|
|
76,900
|
|
|
95,518
|
|
|
156,312
|
|
|
187,200
|
|
||||
Loss (gain) on disposition of interests in properties, net
|
|
88
|
|
|
(5,147
|
)
|
|
2,297
|
|
|
(5,147
|
)
|
||||
Net loss (income) attributable to noncontrolling interest holders in properties
|
|
8
|
|
|
(3
|
)
|
|
14
|
|
|
—
|
|
||||
Noncontrolling interests portion of depreciation and amortization
|
|
(40
|
)
|
|
(41
|
)
|
|
(79
|
)
|
|
(74
|
)
|
||||
FFO of the Operating Partnership (1)
|
|
98,125
|
|
|
95,216
|
|
|
189,826
|
|
|
172,252
|
|
||||
FFO allocable to limited partners
|
|
15,268
|
|
|
14,870
|
|
|
29,550
|
|
|
27,116
|
|
||||
FFO allocable to common shareholders/unitholders
|
|
$
|
82,857
|
|
|
$
|
80,346
|
|
|
$
|
160,276
|
|
|
$
|
145,136
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share/unit
|
|
$
|
0.10
|
|
|
$
|
0.02
|
|
|
$
|
0.14
|
|
|
$
|
(0.05
|
)
|
Adjustments to arrive at FFO per share/unit:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization from consolidated properties and our share of real estate depreciation and amortization from unconsolidated properties
|
|
0.35
|
|
|
0.43
|
|
|
0.71
|
|
|
0.86
|
|
||||
Loss on sale of interests in properties
|
|
0.00
|
|
|
(0.02
|
)
|
|
0.01
|
|
|
(0.02
|
)
|
||||
Diluted FFO per share/unit
|
|
$
|
0.45
|
|
|
$
|
0.43
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - basic
|
|
185,313,533
|
|
|
185,290,327
|
|
|
185,310,537
|
|
|
182,885,092
|
|
||||
Weighted average limited partnership units outstanding
|
|
34,304,679
|
|
|
34,396,029
|
|
|
34,304,757
|
|
|
34,263,688
|
|
||||
Weighted average additional dilutive securities outstanding (2)
|
|
856,562
|
|
|
565,157
|
|
|
757,293
|
|
|
513,306
|
|
||||
Weighted average shares/units outstanding - diluted
|
|
220,474,774
|
|
|
220,251,513
|
|
|
220,372,587
|
|
|
217,662,086
|
|
(1)
|
FFO of the operating partnership increased by $17.6 million for the
six
months ended
June 30, 2016
compared to the
six
months ended
June 30, 2015
. Contributing to this increase was the $25.7 million reduction in costs associated with the Merger and the $34.1 million increase related to the gain on the extinguishment of debt, net associated with Chesapeake Square and Merritt Square Mall. Additionally, during the
six
months ended
June 30, 2015
, we accelerated certain loan costs associated with the Bridge Loan. Offsetting these increases, we incurred $29.9 million in corporate restructuring costs during the
six
months ended
June 30, 2016
that were not incurred during the same period in 2015. Also, we received less FFO related to the Merger Properties primarily attributable to the partial sale of properties into the O'Connor Joint Venture.
|
(2)
|
The weighted average additional dilutive securities for the
six
months ended
June 30, 2015
are excluded for purposes of calculating diluted earnings (loss) per share/unit because their effect would have been anti-dilutive.
|
•
|
straight-line rents and fair value rent amortization, which became more material post-Merger;
|
•
|
management fee allocation to promote comparability across periods; and
|
•
|
termination income and out-parcel sales, which are deemed to be outside of normal operating results.
|
•
|
adding NOI from Glimcher properties prior to the Merger to provide comparability across periods presented; and
|
•
|
removing NOI from non-core properties to present only the more meaningful results of core properties.
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating income
|
|
$
|
25,835
|
|
|
$
|
44,806
|
|
|
$
|
81,213
|
|
|
$
|
72,561
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
69,232
|
|
|
91,453
|
|
|
140,635
|
|
|
183,637
|
|
||||
General and administrative
|
|
9,432
|
|
|
11,889
|
|
|
20,236
|
|
|
21,478
|
|
||||
Merger, restructuring and transaction costs
|
|
29,914
|
|
|
4,903
|
|
|
29,914
|
|
|
25,713
|
|
||||
Fee income
|
|
(1,765
|
)
|
|
(876
|
)
|
|
(3,213
|
)
|
|
(972
|
)
|
||||
Management fee allocation
|
|
3,159
|
|
|
4,722
|
|
|
6,769
|
|
|
8,630
|
|
||||
Adjustment to include Glimcher NOI from prior to merger (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,186
|
|
||||
Pro-rata share of unconsolidated joint ventures in comp NOI
|
|
11,425
|
|
|
(2,568
|
)
|
|
22,591
|
|
|
(8,067
|
)
|
||||
Property allocated corporate expense
|
|
3,427
|
|
|
1,732
|
|
|
6,773
|
|
|
3,102
|
|
||||
Non-comparable properties and other (1)
|
|
100
|
|
|
(322
|
)
|
|
(239
|
)
|
|
(1,821
|
)
|
||||
NOI from sold properties
|
|
(1,572
|
)
|
|
(3,678
|
)
|
|
(1,867
|
)
|
|
(4,986
|
)
|
||||
Termination income and outparcel sales
|
|
(86
|
)
|
|
(1,158
|
)
|
|
(1,066
|
)
|
|
(1,791
|
)
|
||||
Straight-line rents as an adjustment to minimum rents
|
|
(146
|
)
|
|
(1,725
|
)
|
|
100
|
|
|
(3,320
|
)
|
||||
Ground lease adjustments for straight-line and fair market value
|
|
(5
|
)
|
|
449
|
|
|
(10
|
)
|
|
1,120
|
|
||||
Fair market value adjustment to base rents
|
|
(2,119
|
)
|
|
(6,364
|
)
|
|
(4,002
|
)
|
|
(11,003
|
)
|
||||
Less: NOI from non-core properties (3)
|
|
(3,991
|
)
|
|
(4,539
|
)
|
|
(8,800
|
)
|
|
(9,524
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comparable NOI - core portfolio
|
|
$
|
142,840
|
|
|
$
|
138,724
|
|
|
$
|
289,034
|
|
|
$
|
278,943
|
|
Comparable NOI percentage change - core portfolio
|
|
3.0%
|
|
|
|
3.6%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Comparable NOI - total portfolio (including non-core)
|
|
$
|
146,831
|
|
|
$
|
143,263
|
|
|
$
|
297,834
|
|
|
$
|
288,467
|
|
Comparable NOI percentage change - total portfolio
|
|
2.5%
|
|
|
|
3.2%
|
|
|
(1)
|
Represents an adjustment to remove the NOI amounts from properties not owned and operated in all periods presented. The assets acquired as part of the Merger are included in comparable NOI, as described in note 2 below.
|
(2)
|
Represents an adjustment to add the historical NOI amounts from the 23 properties acquired in the Merger for periods prior to the January 15, 2015 Merger date. This adjustment is included to provide comparability across the periods presented.
|
(3)
|
NOI from five non-core properties that were held in each period presented.
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 4.
|
Mine Safety Disclosures
|
|
WP Glimcher Inc.
|
|
|
Washington Prime Group, L.P.
|
|
|
|
by: WP Glimcher Inc., its sole general partner
|
|
|
|
Date: August 4, 2016
|
By:
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Date: August 4, 2016
|
By:
|
/s/ Melissa A. Indest
|
|
|
Melissa A. Indest
Chief Accounting Officer and Senior Vice President, Finance
(Principal Accounting Officer)
|
Exhibit
Number
|
Exhibit
Descriptions
|
10.65+
|
Separation Agreement and General Release by and between WP Glimcher Inc. and Michael P. Glimcher, dated as of June 20, 2016 (incorporated by reference to Form 8-K filed with the SEC on June 24, 2016)
|
10.66+
|
Resignation and General Release by and between WP Glimcher Inc. and Niles C. Overly, dated as of June 20, 2016 (incorporated by reference to Form 8-K filed with the SEC on June 24, 2016)
|
10.67+
|
Agreement by and between WP Glimcher Inc. and Louis G. Conforti, dated as of June 20, 2016 (incorporated by reference to Form 8-K filed with the SEC on June 24, 2016)
|
10.68*+
|
Amendment No. 1 to Transition and Consulting Agreement, dated June 20, 2016, between WP Glimcher Inc. and Mark S. Ordan
|
10.69*
|
Senior Secured Term Loan Agreement, dated as of June 8, 2016, by and among Washington Prime Group, L.P., WTM Glimcher, LLC, The Huntington National Bank, PNC Bank, National Association, U.S. Bank National Association, and several lenders from time to time (relates to mortgage loan for Weberstown Mall)
|
10.70*
|
Term Loan Promissory Note, dated June 8, 2016 (The Huntington National Bank) (relates to mortgage loan for Weberstown Mall)
|
10.71*
|
Term Loan Promissory Note, dated June 8, 2016 (U.S. Bank National Association) (relates to mortgage loan for Weberstown Mall)
|
10.72*
|
Term Loan Promissory Note, dated June 8, 2016 (PNC Bank, National Association) (relates to mortgage loan for Weberstown Mall)
|
10.73*
|
Environmental Indemnity Agreement, dated June 8, 2016, by Washington Prime Group, L.P. and WTM Glimcher, LLC to and for benefit of The Huntington National Bank and other lenders under Senior Secured Term Loan Agreement (relates to mortgage loan for Weberstown Mall)
|
10.74*
|
Collateral Assignment of Membership Interest Agreement, dated June 8, 2016, by Weberstown Mall, LLC to The Huntington National Bank and other lenders under Senior Secured Term Loan Agreement (relates to mortgage loan for Weberstown Mall)
|
31.1*
|
Certification by the Interim Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
|
31.2*
|
Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
|
31.3*
|
Certification by the Interim Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
|
31.4*
|
Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
|
32.1*
|
Certification by the Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for WP Glimcher Inc.
|
32.2*
|
Certification by the Interim Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Washington Prime Group, L.P.
|
101.INS*
|
XBRL Instance Document
|
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.
|
Amendment
.
|
a.
|
Section 4(a) of the Agreement is hereby amended to read in its entirety as follows:
|
|
WP GLIMCHER INC.
By:
/s/ Robert P. Demchak
Name: Robert P. Demchak
Title: Executive Vice President, General Counsel & Corporate Secretary
|
|
|
|
MARK ORDAN
/s/ Mark S. Ordan
_______________________
|
|
|
|
Page
|
|
ARTICLE I DEFINITIONS ..........................................................................................................................
|
1
|
|
||
1.1
|
|
Certain Defined Terms ...............................................................................................................
|
1
|
|
1.2
|
|
Computation of Time Periods ....................................................................................................
|
26
|
|
1.3
|
|
Accounting Terms ......................................................................................................................
|
27
|
|
1.4
|
|
Other Terms ................................................................................................................................
|
27
|
|
ARTICLE II AMOUNTS AND TERMS OF LOANS ..................................................................................
|
27
|
|
||
2.1
|
|
Loans ..........................................................................................................................................
|
27
|
|
2.2
|
|
Co-Borrowers .............................................................................................................................
|
28
|
|
2.3
|
|
Use of Proceeds of Loans ...........................................................................................................
|
29
|
|
2.4
|
|
Maturity Date ..............................................................................................................................
|
30
|
|
2.5
|
|
Extension Options ......................................................................................................................
|
30
|
|
2.6
|
|
[Reserved] ...................................................................................................................................
|
32
|
|
2.7
|
|
Authorized Agents ......................................................................................................................
|
32
|
|
ARTICLE III [RESERVED] .........................................................................................................................
|
33
|
|
||
ARTICLE IV PAYMENTS AND PREPAYMENTS .....................................................................................
|
33
|
|
||
4.1
|
|
Prepayments ...............................................................................................................................
|
33
|
|
4.2
|
|
Payments ....................................................................................................................................
|
33
|
|
4.3
|
|
Promise to Repay; Evidence of Indebtedness ............................................................................
|
36
|
|
ARTICLE V INTEREST AND FEES ...........................................................................................................
|
37
|
|
||
5.1
|
|
Interest on the Loans and other Obligations ...............................................................................
|
37
|
|
5.2
|
|
Special Provisions Governing Eurodollar Rate Loans ...............................................................
|
39
|
|
ARTICLE VI CONDITIONS TO LOANS ....................................................................................................
|
41
|
|
||
6.1
|
|
Conditions Precedent to the Loans .............................................................................................
|
42
|
|
ARTICLE VII REPRESENTATIONS AND WARRANTIES .......................................................................
|
43
|
|
||
7.1
|
|
Representations and Warranties of the Borrowers ......................................................................
|
43
|
|
ARTICLE VIII REPORTING COVENANTS ..............................................................................................
|
51
|
|
||
8.1
|
|
Borrowers' Accounting Practices ................................................................................................
|
51
|
|
8.2
|
|
Financial Reports ........................................................................................................................
|
51
|
|
8.3
|
|
Events of Default ........................................................................................................................
|
54
|
|
8.4
|
|
Lawsuits ......................................................................................................................................
|
55
|
|
8.5
|
|
ERISA Notices ............................................................................................................................
|
55
|
|
8.6
|
|
Environmental Notices ...............................................................................................................
|
56
|
|
8.7
|
|
Labor Matters .............................................................................................................................
|
57
|
|
8.8
|
|
Notices of Asset Sales and/or Acquisitions ................................................................................
|
57
|
|
8.9
|
|
Tenant Notifications ...................................................................................................................
|
57
|
|
8.10
|
|
Other Reports ..............................................................................................................................
|
57
|
|
8.11
|
|
Other Information .......................................................................................................................
|
58
|
|
ARTICLE IX AFFIRMATIVE COVENANTS .............................................................................................
|
58
|
|
||
9.1
|
|
Existence, Etc. ............................................................................................................................
|
58
|
|
9.2
|
|
Powers; Conduct of Business .....................................................................................................
|
58
|
|
9.3
|
|
Compliance with Laws, Etc. .......................................................................................................
|
58
|
|
9.4
|
|
Payment of Taxes and Claims ....................................................................................................
|
58
|
|
9.5
|
|
Insurance .....................................................................................................................................
|
59
|
|
9.6
|
|
Inspection of Property; Books and Records; Discussions ..........................................................
|
59
|
|
9.7
|
|
ERISA Compliance ....................................................................................................................
|
59
|
|
9.8
|
|
Maintenance of Property .............................................................................................................
|
59
|
|
Company Status .............................................................................................................................................
|
60
|
|
||
Ownership of Projects, Minority Holdings and Property ..............................................................................
|
60
|
|
||
ARTICLE X NEGATIVE COVENANTS .....................................................................................................
|
60
|
|
||
10.1
|
|
Indebtedness ...............................................................................................................................
|
60
|
|
10.2
|
|
Sales of Assets ............................................................................................................................
|
61
|
|
10.3
|
|
Liens ...........................................................................................................................................
|
62
|
|
10.4
|
|
Investments .................................................................................................................................
|
62
|
|
10.5
|
|
Conduct of Business ...................................................................................................................
|
63
|
|
10.6
|
|
Transactions with Partners and Affiliates ...................................................................................
|
63
|
|
10.7
|
|
Restriction on Fundamental Changes .........................................................................................
|
63
|
|
10.8
|
|
Use of Proceeds; Margin Regulations; Securities, Sanctions and Anti-Corruption Laws ..........
|
63
|
|
10.9
|
|
ERISA .........................................................................................................................................
|
63
|
|
10.10
|
|
Organizational Documents .........................................................................................................
|
64
|
|
10.11
|
|
Fiscal Year ..................................................................................................................................
|
64
|
|
10.12
|
|
Other Financial Covenants .........................................................................................................
|
64
|
|
10.13
|
|
Pro Forma Adjustments ..............................................................................................................
|
65
|
|
ARTICLE XI EVENTS OF DEFAULT; RIGHTS AND REMEDIES ..........................................................
|
66
|
|
||
11.1
|
|
Events of Default ........................................................................................................................
|
66
|
|
11.2
|
|
Rights and Remedies ..................................................................................................................
|
70
|
|
ARTICLE XII THE AGENTS .......................................................................................................................
|
71
|
|
||
12.1
|
|
Appointment ...............................................................................................................................
|
71
|
|
12.2
|
|
Nature of Duties .........................................................................................................................
|
71
|
|
12.3
|
|
Right to Request Instructions .....................................................................................................
|
73
|
|
12.4
|
|
Reliance ......................................................................................................................................
|
73
|
|
12.5
|
|
Indemnification ..........................................................................................................................
|
73
|
|
12.6
|
|
Agents Individually ....................................................................................................................
|
73
|
|
12.7
|
|
Successor Agents ........................................................................................................................
|
74
|
|
12.8
|
|
Relations Among the Lenders ....................................................................................................
|
74
|
|
12.9
|
|
Sub-Agents .................................................................................................................................
|
74
|
|
12.10
|
|
Independent Credit Decisions .....................................................................................................
|
75
|
|
ARTICLE XIII YIELD PROTECTION ........................................................................................................
|
75
|
|
||
13.1
|
|
Taxes ...........................................................................................................................................
|
75
|
|
13.2
|
|
Increased Capital ........................................................................................................................
|
78
|
|
13.3
|
|
Changes; Legal Restrictions .......................................................................................................
|
79
|
|
13.4
|
|
Replacement of Certain Lenders ................................................................................................
|
80
|
|
13.5
|
|
No Duplication ...........................................................................................................................
|
81
|
|
ARTICLE XIV MISCELLANEOUS ............................................................................................................
|
81
|
|
||
14.1
|
|
Assignments and Participations ..................................................................................................
|
81
|
|
14.2
|
|
Expenses .....................................................................................................................................
|
84
|
|
14.3
|
|
Indemnity ....................................................................................................................................
|
85
|
|
14.4
|
|
Change in Accounting Principles ...............................................................................................
|
85
|
|
14.5
|
|
Setoff ..........................................................................................................................................
|
86
|
|
14.6
|
|
Ratable Sharing ..........................................................................................................................
|
86
|
|
14.7
|
|
Amendments and Waivers ..........................................................................................................
|
86
|
|
14.8
|
|
Notices ........................................................................................................................................
|
88
|
|
14.9
|
|
Survival of Warranties and Agreements .....................................................................................
|
90
|
|
14.10
|
|
Failure or Indulgence Not Waiver; Remedies Cumulative .........................................................
|
90
|
|
14.11
|
|
Marshalling; Payments Set Aside ...............................................................................................
|
91
|
|
14.12
|
|
Severability .................................................................................................................................
|
91
|
|
14.13
|
|
Headings .....................................................................................................................................
|
91
|
|
14.14
|
|
Governing Law ...........................................................................................................................
|
91
|
|
14.15
|
|
Limitation of Liability ................................................................................................................
|
91
|
|
14.16
|
|
Successors and Assigns ..............................................................................................................
|
91
|
|
14.17
|
|
Certain Consents and Waivers of the Borrowers ........................................................................
|
91
|
|
14.18
|
|
Counterparts; Effectiveness; Inconsistencies; Electronic Execution ..........................................
|
93
|
|
14.19
|
|
Limitation on Agreements ..........................................................................................................
|
93
|
|
14.20
|
|
Confidentiality ............................................................................................................................
|
94
|
|
14.21
|
|
Disclaimers .................................................................................................................................
|
94
|
|
14.22
|
|
[Reserved] .................................................................................................................................
|
95
|
|
14.23
|
|
Interest Rate Limitation ..............................................................................................................
|
95
|
|
14.24
|
|
USA Patriot Act ..........................................................................................................................
|
95
|
|
14.25
|
|
[Reserved] .................................................................................................................................
|
95
|
|
14.26
|
|
Payments Generally; Pro Rata Treatment; Sharing of Set-offs ..................................................
|
95
|
|
14.27
|
|
Judgment Currency .....................................................................................................................
|
95
|
|
14.28
|
|
[Reserved] .................................................................................................................................
|
96
|
|
14.29
|
|
Entire Agreement ........................................................................................................................
|
96
|
|
Exhibit A
|
--
|
Form of Assignment and Acceptance
|
Exhibit B
|
--
|
Form of Note
|
Exhibit C
|
--
|
Form of Notice of Borrowing
|
Exhibit D
|
--
|
Form of Notice of Conversion/Continuation
|
Exhibit E
|
--
|
List of Closing documents
|
Exhibit F
|
--
|
Form of Officer's Certificate to Accompany Reports
|
Exhibit G
|
--
|
Sample Calculations of Financial Covenants
|
Exhibit H
|
--
|
Form of Collateral Assignment of Membership Interests
|
Exhibit I
|
--
|
Form of Environmental Indemnity Agreement
|
Exhibit J
|
--
|
[Reserved]
|
Exhibit K
|
--
|
[Reserved]
|
Exhibit L
|
--
|
[Reserved]
|
Exhibit M
|
--
|
[Reserved]
|
Exhibit N
|
--
|
Form of U.S. Tax Compliance Certificates
|
Exhibit O
|
--
|
[Reserved]
|
|
|
|
Schedule 1.1
|
--
|
Allocations
|
Schedule 1.1.4
|
--
|
Permitted Securities Options
|
Schedule 1.1.5
|
--
|
Certain Agreements Restricting Liens
|
Schedule 7.1-A
|
--
|
Schedule of Organizational Documents
|
Schedule 7.1-C
|
--
|
Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement
|
Schedule 7.1-H
|
--
|
Indebtedness for Borrowed Money; Contingent Obligations
|
Schedule 7.1-I
|
--
|
Pending Actions
|
Schedule 7.1-P
|
--
|
Existing Environmental Matters
|
Schedule 7.1-Q
|
--
|
ERISA Matters
|
Schedule 7.1-T
|
--
|
Insurance Policies
|
Range of Operating Partnership's
Credit Rating (S&P/Moody’s/Fitch Ratings) |
Applicable Margin for
Eurodollar Rate Loans (% per annum) |
Applicable Margin for Base
Rate Loans (% per annum) |
A-/A3 or higher
|
1.350%
|
0.350%
|
BBB+/Baa1
|
1.400%
|
0.400%
|
BBB/Baa2
|
1.500%
|
0.500%
|
BBB-/Baa3
|
1.750%
|
0.750%
|
below BBB-/Baa3 or unrated
|
2.300%
|
1.300%
|
|
|
|
By:
|
WP Glimcher Inc., an Indiana corporation, its general partner
|
By:
|
/s/ Mark E. Yale
|
By:
|
/s/ Renee Lewis
|
Exhibit A --
|
Form of Assignment and Acceptance
|
Exhibit B --
|
Form of Note
|
Exhibit C --
|
Form of Notice of Borrowing
|
Exhibit D --
|
Form of Notice of Conversion/Continuation
|
Exhibit E --
|
List of Closing Documents
|
Exhibit F --
|
Form of Officer’s Certificate to Accompany Reports
|
Exhibit G --
|
Sample Calculations of Financial Covenants
|
Exhibit H --
|
Form of Collateral Assignment of Membership Interests
|
Exhibit I --
|
Form of Environmental Indemnity Agreement
|
Exhibit N-1 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-2 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-3 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-4 --
|
Form of U.S. Tax Compliance Certificate
|
|
|
|
|
Schedule 1.1 --
|
Allocations
|
Schedule 1.1.4 --
|
Certain Agreements Restricting Liens
|
Schedule 1.1.5 --
|
Unsecured Bond Offerings
|
Schedule 7.1-A --
|
Schedule of Organizational Documents
|
Schedule 7.1-C --
|
Corporate Structure; Outstanding Capital Stock and Partnership Interests; Operating Partnership Agreement; LLC Agreement
|
Schedule 7.1-H --
|
Indebtedness for Borrowed Money; Contingent Obligations
|
Schedule 7.1-I --
|
Pending Actions
|
Schedule 7.1-P --
|
Existing Environmental Matters
|
Schedule 7.1-Q --
|
ERISA Matters
|
Schedule 7.1-T --
|
Insurance Policies
|
|
|
By:
|
WP GLIMCHER INC., an
Indiana corporation, its general partner |
Assignee
|
Assigned
Interest
|
|
New Pro
Rata Share
|
|
|
|
|
Assignor
|
Facility Assigned
|
Existing Amount of Commitments/Loans
|
Existing Pro Rata Share
|
Amount of Commitment/Loans Assigned
|
Percentage Assigned of Commitment/Loans
|
|
|
$
|
%
|
$
|
%
|
|
|
$
|
%
|
$
|
%
|
|
|
$
|
%
|
$
|
%
|
|
|
|
|
|
|
Lender
|
Funding Amount/Repayment to Assignors
|
Fee to Payment and Disbursement Agent
|
|
|
|
By:
|
WP GLIMCHER INC., an Indiana corporation, its general partner
|
Date
|
Amount of Term Loan
|
Type of Term Loan
|
Amount of Principal Repaid
|
Notation Made By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attention:
|
Marla Bergrin
Vice President |
By:
|
WP GLIMCHER INC., an Indiana corporation, its general partner
|
By:
|
Name: Title: |
Attention:
|
Marla Bergrin
Vice President |
By:
|
WP GLIMCHER INC., an Indiana corporation, its general partner
|
By:
|
Name: Title: |
Exhibit A --
|
Form of Assignment and Acceptance
|
Exhibit B --
|
Form of Note
|
Exhibit C --
|
Form of Notice of Borrowing
|
Exhibit D --
|
Form of Notice of Conversion/Continuation
|
Exhibit E --
|
List of Closing Documents
|
Exhibit F --
|
Form of Officer’s Certificate to Accompany Reports
|
Exhibit G --
|
Sample Calculations of Financial Covenants
|
Exhibit H --
|
Form of Collateral Assignment of Membership Interests
|
Exhibit I --
|
Form of Environmental Indemnity Agreement
|
Exhibit N-1 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-2 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-3 --
|
Form of U.S. Tax Compliance Certificate
|
Exhibit N-4 --
|
Form of U.S. Tax Compliance Certificate
|
Schedule 1.1 --
|
Allocations
|
Schedule 1.1.4 --
|
Certain Agreements Restricting Liens
|
Schedule 1.1.5 --
|
Unsecured Bond Offerings
|
Schedule 7.1-A --
|
Schedule of Organizational Documents
|
Schedule 7.1-C --
|
Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement
|
Schedule 7.1-H --
|
Indebtedness for Borrowed Money; Contingent Obligations
|
Schedule 7.1-I --
|
Pending Actions
|
Schedule 7.1-P --
|
Existing Environmental Matters
|
Schedule 7.1-Q --
|
ERISA Matters
|
Schedule 7.1-T --
|
Insurance Policies
|
Attention:
|
Marla Bergrin
Vice President |
|
|
Washington Prime Group
Financial Covenants Four Quarters Ending September 30, 2015 |
|
|
||||||||||||
|
|
|
|
|
||||||||||||
|
|
|
|
COMBINED, INCLUDING GLIMCHER MERGER
|
||||||||||||
|
|
|
|
Four Quarters Ending September 30, 2015
|
||||||||||||
Section
|
|
Financial Covenant for the Credit Facilities
|
|
|
Ratio
|
|||||||||||
10.1(i)
|
|
Total Adjusted Outstanding Indebtedness to Capitalization Value ≤ 60%.
|
|
|
$
|
3,933,851,000
|
|
/
|
$
|
8,339,760,000
|
|
47.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||
10.1(ii)
|
|
Total Outstanding Unsecured Indebtedness to Unencumbered Capitalization Value ≤ 60%
|
|
|
1,838,750,000
|
|
|
4,690,875,000
|
|
39.2
|
%
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
10.1(iii)
|
|
Secured Indebtedness to Capitalization Value ≤ 40%.
|
|
|
$
|
2,095,101,000
|
|
/
|
$
|
8,339,760,000
|
|
25.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||||
10.12(a)
|
|
Minimum Combined Equity Value ≤ $2,000,000
|
|
|
8,471,802,000
|
|
|
4,025,893,000
|
|
4.445,910,000
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
10.12(b)
|
|
Combined EBITDA I Combined Debt Service of ≥ l.5x.
|
|
|
587,718,000
|
|
/
|
158,023,000
|
|
3.72 X
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
10.12(c)
|
|
Unencumbered Combined EBITDA I Unsecured Interest Expense of ≥ 1.6x.
|
|
|
326,264,000
|
|
/
|
35,223,000
|
|
9.26 X
|
|
|||||
|
|
|
|
|
|
|
|
|
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
Lender
|
Term Commitment
|
The Huntington National Bank
|
$21,666,666.67
|
PNC Bank, National Association
|
$21,666,666.66
|
U.S. Bank National Association
|
$21,666,666.67
|
Total:
|
$65,000,000
|
|
|
1.
|
Articles of Incorporation and Certificate of Incorporation of SPG Spinco Subsidiary Inc., dated December 13, 2013
|
2.
|
Bylaws of SPG Spinco Subsidiary Inc. effective December 12, 2013
|
3.
|
Articles of Amendment and Certificate of Amendment of SPG Spinco Subsidiary Inc., (Name Change to Washington Prime Group Inc.) dated February 25, 2014
|
4.
|
Certificate of Amendment and Articles of Amendment of Incorporation of Washington Prime Group Inc., dated May 27, 2014
|
5.
|
Amended and Restated Washington Prime Group Inc. Bylaws as amended May 27, 2014
|
6.
|
Articles of Amendment Setting Forth the Terms of Series “
G
” Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
|
7.
|
Certificate of Amendment and Articles of Amendment Setting Forth the Terms of Series “H” Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
|
8.
|
Certificate of Amendment and Articles of Amendment Setting Forth the Terms of Series “I” Cumulative Redeemable Preferred Stock of Washington Prime Group Inc., effective January 14, 2015
|
9.
|
Certificate of Amendment effective January 14, 2015
|
10.
|
Amended and Restated Washington Prime Group Inc. Bylaws as amended January 15, 2015
|
11.
|
Certificate of Assumed Business Name of Washington Prime Group Inc. (WP Glimcher), effective January 15, 2015
|
12.
|
Certificate of Assumed Business Name of Washington Prime Group Inc. (WP Glimcher), effective February 5, 2015
|
13.
|
Amended and Restated WP Glimcher Inc. Bylaws as amended effective May 21, 2015
|
14.
|
Articles of Amendment of the Amended and Restated Articles of Incorporation of Washington Prime Group Inc., effective May 21, 2015
|
15.
|
Certificate of Amendment of Washington Prime Group (Name change to WP Glimcher Inc.), effective May 21, 2015
|
16.
|
Certificate of Fact (Name Change to WP Glimcher Inc.), dated May 27, 2015
|
17.
|
Articles of Amendment and Restatement of the Amended and Restated Articles of Incorporation of WP Glimcher Inc. effective August 11, 2015
|
1.
|
Limited Partnership Agreement of SPG Spinco Operating Partnership, LP dated January 17, 2014
|
2.
|
Certificate of Limited Partnership of SPG Spinco Operating Partnership, LP dated January 17, 2014
|
3.
|
First Amendment to Limited Partnership Agreement of SPG Spinco Operating Partnership, LP dated February 11, 2014
|
4.
|
Second Amendment to Limited Partnership Agreement of SPG Spinco Operating Partnership, LP dated February 20, 2014
|
5.
|
Certificate of Amendment of Registration of Foreign Limited Partnership, effective February 25, 2014
|
6.
|
Certificate of Amendment of SPG Spinco Operating Partnership, LP (Name Change to Washington Prime Group, LP) effective February 25, 2014
|
7.
|
Third Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 14, 2014
|
8.
|
Fourth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 18, 2014
|
9.
|
Fifth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 18, 2014
|
10.
|
Sixth Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 25, 2014
|
11.
|
Seventh Amendment to Limited Partnership Agreement of Washington Prime Group, L.P. dated March 27, 2014
|
12.
|
Amended and Restated Certificate of Limited Partnership, dated as of May 27, 2014
|
13.
|
Amended and Restated Limited Partnership Agreement dated as of May 27, 2014
|
15.
|
Amendment No. 1 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
|
16.
|
Amendment No. 2 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
|
17.
|
Amendment No. 3 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
|
18.
|
Amendment No. 4 to Limited Partnership Agreement of Washington Prime Group, L.P. dated as of January 14, 2015
|
1.
|
Certificate of Formation dated March 20, 2006.
|
2.
|
Certificate of Amendment dated May 3, 2006.
|
3.
|
Limited Liability Company Agreement of WTM Glimcher, LLC dated as of May 24, 2006.
|
4.
|
Amended and Restated Limited Liability Company Agreement of WTM Glimcher, LLC dated as of June 3, 2016.
|
1.
|
Certificate of Formation dated April 22, 1998.
|
2.
|
Limited Liability Company Agreement dated as of April 22, 1998.
|
3.
|
Amended and Restated Limited Liability Company Agreement of Weberstown, LLC dated as of April 23, 1999.
|
4.
|
First Amendment to Amended and Restated Limited Liability Company Agreement of Weberstown, LLC dated as of May 25, 2006.
|
1.
|
Certificate of Incorporation dated April 22, 1998.
|
2.
|
Certificate of Conversion to Limited Liability Company and Certificate of Formation dated as of January 12, 2015.
|
3.
|
Limited Liability Company Agreement of Glimcher Weberstown, LLC dated as of January 12, 2015.
|
1.
|
Certificate of Formation dated September 12, 2014.
|
2.
|
Limited Liability Company Agreement dated as of September 16, 2014.
|
Entity Name
|
Domestic Jurisdiction
|
Owner Name
|
Security Name
|
|
Ownership
Form
|
|
Percent
Owned
|
||
Arbor Walk Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Arboretum Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Bloomingdale Court, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Bowie Mall Company, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
99.990000
|
|
|
Bowie Mall Company, LLC
|
Delaware
|
WP Glimcher Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
0.010000
|
|
|
Boynton Beach Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Brunswick Square Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Canyon View Marketplace, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
C.C. Altamonte Joint Venture
|
Indiana
|
MSA/PSI Altamonte Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
C.C. Altamonte Joint Venture
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
C.C. Ocala Joint Venture
|
Indiana
|
MSA/PSI Ocala Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
C.C. Ocala Joint Venture
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
C.C. Westland Joint Venture
|
Indiana
|
MSA/PSI Westland Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
C.C. Westland Joint Venture
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
Charlottesville Fashion Square, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Charlottesville Lease Tract, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Chautauqua Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Chesapeake Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Chesapeake Mall, LLC
|
Delaware
|
Chesapeake-JCP Associates. Ltd.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Chesapeake Theater, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Chesapeake-JCP Associates, Ltd.
|
Virginia
|
WPG Management Associates, Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
25.000000
|
|
|
Chesapeake-JCP Associates, Ltd.
|
Virginia
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
50.000000
|
|
|
Chesapeake-JCP Associates, Ltd.
|
Virginia
|
|
|
|
|
|
25.000000
|
|
|
Clay Terrace Partners, LLC
|
Delaware
|
CT Partners, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Coral Springs Joint Venture
|
Indiana
|
Royal Eagle Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
Coral Springs Joint Venture
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
CT Partners, LLC
|
Indiana
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Dare Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Downeast Associates Limited Partnership
|
Connecticut
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
90.250000
|
|
|
Downeast Associates Limited Partnership
|
Connecticut
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
9.750000
|
|
|
Edison Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Empire East, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Fairfax Court Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
90.250000
|
|
|
Fairfax Court Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
9.750000
|
|
|
Fairfield Town Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Forest Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Forest Plaza, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Gaitway Plaza, LLC
|
Delaware
|
C.C. Ocala Joint Venture
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Gateway Square, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Greenwood Plus Center, LLC
|
Indiana
|
St. Charles Towne Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Gulf View Square, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Highland Lakes Center, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
Keystone Shoppes, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
KI-Henderson Square Associates, LP
|
Pennsylvania
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
99.500000
|
|
|
KI-Henderson Square Associates, LP
|
Pennsylvania
|
KI-Henderson Square Associates, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
.500000
|
|
|
KI-Henderson Square Associates, LLC
|
Pennsylvania
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
KI-Whitmak Associates, LLC
|
Pennsylvania
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
Knoxville Center, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lakeline Plaza, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lakeline Village, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lakeview Plaza (Orland), LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lima Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lincoln Crossing, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lincolnwood Town Center, LLC
|
Delaware
|
Washington Prime Group, L .P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Lindale Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Cottonwood, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Great Lakes, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Irving, LLC
|
Indiana
|
Washington Prime Group, L .P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Jefferson Valley, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
Mall at Jefferson Valley, LLC
|
Indiana
|
WP Glimcher, Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
Mall at Lake Plaza, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Lima, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Mall at Longview, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Mall at Valle Vista, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Maplewood Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Marketplace at Concord Mills LLC
|
Delaware
|
Washington Prime Group, L .P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Markland Mall, LLC
|
Delaware
|
Bowie Mall Company, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Markland Plaza, LLC
|
Indiana
|
St. Charles Towne Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Martinsville Plaza, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Masterventure Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
96.650000
|
|
|
Masterventure Limited Partnership
|
Indiana
|
Simon MV, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
.3500
|
|
|
Matteson Plaza, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Melbourne Square, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
MOG Crossing, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
MSA/PSI Altamonte Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
87.21000
|
|
|
MSA/PSI Altamonte Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.00000
|
|
|
MSA/PSI Altamonte Limited Partnership
|
Indiana
|
|
|
|
|
|
11.79000
|
|
|
MSA/PSI Ocala Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
87.21000
|
|
|
MSA/PSI Ocala Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.00000
|
|
|
MSA/PSI Ocala Limited Partnership
|
Indiana
|
|
|
|
|
|
11.740000
|
|
|
MSA/PSI Westland Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
87.21000
|
|
|
MSA/PSI Westland Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.00000
|
|
|
MSA/PSI Westland Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
11.740000
|
|
|
Muncie Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Muncie Plaza, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
North Ridge Shopping Center, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.0000
|
|
|
Northwoods Ravine, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Northwoods Shopping Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Oak Court Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Orange Park Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Paddock Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Palms Crossing II, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Palms Crossing Town Center, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Plaza at Buckland Hills, LLC
|
Delaware
|
Downeast Associates Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Plaza at Countryside, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Plaza at New Castle, LLC
|
Indiana
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
Plaza at Northwood, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Plaza at Tippecanoe, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Port Charlotte Land LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Port Charlotte Mall LLC
|
Delaware
|
Port Charlotte - JCP Associates, Ltd.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Port Charlotte-JCP Associates, Ltd.
|
Florida
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
80.000000
|
|
|
Port Charlotte-JCP Associates, Ltd.
|
Florida
|
|
|
|
|
|
20.000000
|
|
|
Richardson Square, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Richmond Town Square Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
River Oaks Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Rockaway Town Court, LLC
|
Indiana
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Rockaway Town Plaza, LLC
|
Indiana
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Rolling Oaks Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
|
Royal Eagle Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
90.160000
|
|
|
Royal Eagle Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
9.840000
|
|
|
Sanford Investors
|
Florida
|
Sem-TRS Peripheral Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
50.000000
|
|
|
Sanford Investors
|
Florida
|
NRP, Ltd.
|
Percentage Ownership Interest
|
|
Direct
|
|
50.000000
|
|
|
Seminole Towne Center Limited
Partnership
|
Indiana
|
Seminole-TRS Mall Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
Seminole Towne Center Limited Partnership
|
Indiana
|
SPG Seminole, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
Seminole-TRS Mall Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
44.445000
|
|
|
Seminole-TRS Mall Limited Partnership
|
Indiana
|
|
|
|
|
|
55.555000
|
|
|
Sem-TRS Peripheral Limited Partnership
|
Indiana
|
Seminole-TRS Mall Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
|
Sem-TRS Peripheral Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
|
Knoxville Center II, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
|
WPG Transportation, LLC
|
Ohio
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
Shops at Northeast Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Simon MV, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
SM Mesa Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
SM Rushmore Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
SM Southern Hills Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Southern Park Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
SPG Anderson Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
SPG Seminole, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
St. Charles Towne Plaza, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
St. Charles Towne Plaza, LLC
|
Delaware
|
WP Glimcher Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
St. Charles TP Finance, LLC
|
Delaware
|
St. Charles Towne Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Sunland Park Mall, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
The Square at Charles Towne, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Topeka Mall Associates, L.P.
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
85.000000
|
|
Topeka Mall Associates, L.P.
|
Indiana
|
Stephen B. Cohen
|
Percentage Ownership Interest
|
|
Direct
|
|
6.300000
|
|
Topeka Mall Associates, L.P.
|
Indiana
|
Callan Cohen
|
Percentage Ownership Interest
|
|
Direct
|
|
8.700000
|
|
Town Center at Aurora, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
Town West Square, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
University Park Mall CC, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
University Town Plaza, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Village Developers Limited Partnership
|
Indiana
|
Masterventure Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99.000000
|
|
Village Developers Limited Partnership
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
1.000000
|
|
Village Park Plaza, LLC
|
Delaware
|
Village Developers Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Villages at MacGregor, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.00000
|
|
Virginia Center Commons, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Washington Plaza, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Washington Prime Group, LP
|
Indiana
|
WP Glimcher Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
84.310000
|
|
Washington Prime Group, LP
|
Indiana
|
|
|
|
Direct
|
|
15.690000
|
|
Washington Prime Management
Associates, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Waterford Lakes Town Center, LLC
|
Indiana
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Westminster Mall, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
West Ridge Mall, LLC
|
Delaware
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
West Town Corners, LLC
|
Delaware
|
C .C . Altamonte Joint Venture
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Whitemak Associates, L.P
|
Pennsylvania
|
Washington Prime Group, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
99.500000
|
|
Whitemak Associates, L.P
|
Pennsylvania
|
KI-Whitemak Associates, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
.500000
|
|
White Oaks peripheral, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100.000000
|
|
Glimcher Merritt Square, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher MJC, LLC
|
Delaware
|
Mall at Johnson City REIT, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Morgantown Mall, LLC
|
Delaware
|
Glimcher Properties, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher MS, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Northtown Venture, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Polaris, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Properties Limited Partnership
|
Delaware
|
WPG Subsidiary Holdings I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
99.5
|
%
|
Glimcher Properties Limited Partnership
|
Delaware
|
Glimcher Properties, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
.5%
|
|
Glimcher Properties, LLC
|
Delaware
|
WPG Subsidiary Holdings I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Supermall Venture, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Vero, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Weberstown, LLC
|
Delaware
|
WPG Subsidiary Holdings I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Glimcher Westshore Mezz, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Glimcher Westshore Mezz, LLC
|
Delaware
|
|
|
|
|
|
1
|
%
|
Glimcher Westshore, LLC
|
Delaware
|
Glimcher Westshore Mezz, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Go Kahala, LLC
|
Delaware
|
Kahala Venture I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
50
|
%
|
Go Kahala, LLC
|
Delaware
|
|
|
|
|
|
50
|
%
|
Grand Central Limited Partnership
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Grand Central Limited Partnership
|
Delaware
|
Glimcher Grand Central, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
Grand Central Parkersburg, LLC
|
Delaware
|
Grand Central Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Heath Pylon Signs, LLC
|
Delaware
|
Glimcher Development Corporation
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
JG Elizabeth, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Johnson City Venture, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Johnson City Venture, LLC
|
Delaware
|
Glimcher Johnson City, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
Kahala Venture I, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Kierland Crossing, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
LC Portland, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Leawood Lot 2, LLC
|
Delaware
|
Town Center REIT I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Leawood TCP, LLC
|
Delaware
|
Town Center REIT I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Loyal Plaza Venture, LP
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Loyal Plaza Venture, LP
|
Delaware
|
Glimcher Loyal Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
Mainstreet Maintenance, LLC
|
Ohio
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
MFC Beavercreek, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Morgantown Commons, LP
|
Ohio
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Morgantown Commons, LP
|
Ohio
|
Glimcher Morgantown Mall, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
Morgantown Mall Associates, LP
|
Ohio
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Morgantown Mall Associates, LP
|
Ohio
|
Glimcher Morgantown Mall LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
Ohio Retail Security, LLC
|
Ohio
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKC Classen Curve, LLC
|
Delaware
|
Curve Triangle Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKC Classen Triangle, LLC
|
Delaware
|
Curve Triangle Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKC Glimcher Holdings, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKC Kensington, LLC
|
Delaware
|
Curve Triangle Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKC SGS, LLC
|
Delaware
|
Curve Triangle Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
OKS-NHP, LLC
|
Delaware
|
Curve Triangle Plaza, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
PFP Columbus II, LLC
|
Delaware
|
Polaris Fashion Place REIT, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
PFP Columbus, LLC
|
Delaware
|
Polaris Fashion Place REIT, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Polaris Mall, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Puente Hills Mall, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
RSW Washtenaw, LLC
|
Delaware
|
AHC Ann Arbor, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
93
|
%
|
RSW Washtenaw, LLC
|
Delaware
|
|
|
|
|
|
7
|
%
|
RVM Glimcher, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
SDQ Fee, LLC
|
Delaware
|
Scottsdale Quarter REIT I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
SDQ III Fee, LLC
|
Delaware
|
Scottsdale Quarter REIT II, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
SDQ III Residential, LLC
|
Delaware
|
WPG-OC JV II, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
SDQ III Retail, LLC
|
Delaware
|
Scottsdale Quarter REIT I, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Tulsa Promenade, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
UPV Glimcher, LLC
|
Delaware
|
Glimcher Properties , LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Vero Beach Fountains, LLC
|
Delaware
|
Glimcher Vero, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
50
|
%
|
Weberstown Mall, LLC
|
Delaware
|
Glimcher Properties Limited Partnership
|
Percentage Ownership Interest
|
|
Direct
|
|
99
|
%
|
Weberstown Mall, LLC
|
Delaware
|
Glimcher Weberstown, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
1
|
%
|
WPG Subsidiary Holdings I, LLC
|
Maryland
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
WPG Subsidiary Holdings II, Inc.
|
Delaware
|
Washington Prime Group, LP
|
Common Stock
|
|
Direct
|
|
100
|
%
|
WPG-OC General Partner, LLC
|
Delaware
|
Washington Prime Group, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
WPG-OC JV II, LP
|
Delaware
|
WPG Management Associates, Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
51
|
%
|
WPG-OC JV II, LP
|
Delaware
|
O'Connor Mall Parallel Partner, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
49
|
%
|
WPG-OC JV, LP
|
Delaware
|
WPG-OC General Partner, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
51
|
%
|
WPG-OC JV, LP
|
Delaware
|
O'Connor Mall Partners, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
49
|
%
|
WTM Glimcher, LLC
|
Delaware
|
Weberstown Mall, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
WPG-OC JV III, LP
|
Delaware
|
WPG Management Associates, Inc.
|
Percentage Ownership Interest
|
|
Direct
|
|
51
|
%
|
WPG-OC JV III, LP
|
Delaware
|
O'Connor Mall Parallel Partner, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
49
|
%
|
Polaris Fashion Place REIT, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Scottsdale Quarter REIT I, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Scottsdale Quarter REIT II, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Town Center REIT I, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Town Center REIT II, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Mall at Johnson City REIT, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
Pearlridge Center REIT, LLC
|
Delaware
|
WPG-OC JV, L.P.
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
MJC Development, LLC
|
Delaware
|
Mall at Johnson City REIT, LLC
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
SDQ III BK-L, LLC
|
Delaware
|
WPG-OC JV II, LP
|
Percentage Ownership Interest
|
|
Direct
|
|
100
|
%
|
1.
|
WP Glimcher Retirement Savings Plan
|
2.
|
Washington Prime Management Associates Savings Plan
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By:
|
WP Glimcher Inc.,
|
By:
|
Weberstown Mall, LLC, a Delaware limited liability company, its sole equity member
|
By:
|
Glimcher Weberstown, LLC, a Delaware limited liability company, its Managing Member
|
By:
|
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company, its sole member
|
By:
|
Washington Prime Group, L.P, an Indiana limited partnership, its sole member
|
By:
|
WP Glimcher Inc., an Indiana Corporation, its general partner
|
Name:
|
Mark E. Yale
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Date
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Amount of Term Loan
|
Type of Term Loan
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Amount of Principal Repaid
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Notation Made By
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|
By:
|
WP Glimcher Inc.,
|
By:
|
Weberstown Mall, LLC, a Delaware limited liability company, its sole equity member
|
By:
|
Glimcher Weberstown, LLC, a Delaware limited liability company, its Managing Member
|
By:
|
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company, its sole member
|
By:
|
Washington Prime Group, L.P, an Indiana limited partnership, its sole member
|
By:
|
WP Glimcher Inc., an Indiana Corporation, its general partner
|
Name:
|
Mark E. Yale
|
Date
|
Amount of Term Loan
|
Type of Term
Loan
|
Amount of Principal Repaid
|
Notation Made By
|
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|
By:
|
WP Glimcher Inc.,
|
By:
|
Weberstown Mall, LLC, a Delaware limited liability company, its sole equity member
|
By:
|
Glimcher Weberstown, LLC, a Delaware limited liability company, its Managing Member
|
By:
|
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company, its sole member
|
By:
|
Washington Prime Group, L.P, an Indiana limited partnership, its sole member
|
By:
|
WP Glimcher Inc., an Indiana Corporation, its general partner
|
Date
|
Amount of Term Loan
|
Type of Term
Loan
|
Amount of Principal Repaid
|
Notation Made By
|
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|
By:
|
Glimcher Weberstown, LLC, a Delaware limited liability company, its Managing Member
|
By:
|
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company, its sole member
|
By:
|
Washington Prime Group, L.P,, an Indiana limited partnership, its sole member
|
By:
|
WP Glimcher Inc., an Indiana corporation, its general partner
|
Title:
|
Executive Vice President and Chief Financial Officer
|
(i)
|
if to the Assignor, to:
|
By:
|
Glimcher Weberstown, LLC, a Delaware limited liability company, its Managing Member
|
By:
|
WPG Subsidiary Holdings I, LLC, a Maryland limited liability company, its sole member
|
By:
|
Washington Prime Group, L.P,, an Indiana limited partnership, its sole member
|
By:
|
WP Glimcher Inc., an Indiana corporation, its general partner
|
|
Property Name
and
Property Owner
|
Company Name
|
Total Percentage Held by Assignor
|
Amount of Total Percentage Held Constituting Pledged Equity Interests
|
State of Organization of Company
|
FEIN
|
Organizational Agreement
|
1.
|
Weberstown Mall
Weberstown Mall, LLC
|
Weberstown Mall, LLC, the sole equity member of WTM Glimcher, LLC
|
100%
|
100%
|
Delaware
|
31-14597393
|
• Amended and Restated Limited Liability Company Agreement of Weberstown Mall, LLC, dated April 23, 1999
• First Amendment to Amended and Restated Limited Liability Company Agreement of Weberstown Mall, LLC, dated May 25, 2006
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of WP Glimcher Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2016
|
|
/s/ Louis G. Conforti
|
|
|
Louis G. Conforti
Interim Chief Executive Officer and Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of WP Glimcher Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2016
|
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2016
|
|
/s/ Louis G. Conforti
|
|
|
Louis G. Conforti
Interim Chief Executive Officer and Director of WP Glimcher Inc., general partner of Washington Prime Group, L.P.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Washington Prime Group, L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: August 4, 2016
|
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.
|
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: August 4, 2016
|
|
/s/ Louis G. Conforti
|
|
|
Louis G. Conforti
Interim Chief Executive Officer and Director
|
Date: August 4, 2016
|
|
/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 Partnership.
|
Date: August 4, 2016
|
|
/s/ Louis G. Conforti
|
|
|
Louis G. Conforti
Interim Chief Executive Officer and Director of WP Glimcher Inc., general partner of Washington Prime Group, L.P.
|
Date: August 4, 2016
|
|
/s/ Mark E. Yale
|
|
|
Mark E. Yale
Executive Vice President and Chief Financial Officer of WP Glimcher Inc., general partner of Washington Prime Group, L.P.
|