WP Glimcher Reports Fourth Quarter and Fiscal-Year 2015 Results;
Board of Directors Approves Quarterly Dividend
COLUMBUS, OH – Feb. 25, 2016 – WP Glimcher Inc. (NYSE: WPG), a premier retail real estate investment trust specializing in the ownership, management and development of shopping centers, today reported financial and operating results for the fourth quarter and fiscal-year ended December 31, 2015.
“2015 was our first year as WP Glimcher and we have built a solid foundation to drive long-term growth as we enter 2016,” stated Michael P. Glimcher, CEO. “We will deliver growth this year with a focus on increasing occupancy, operating with a lean and efficient corporate structure, and improving our investment grade balance sheet.”
Fourth Quarter Results
Funds from Operations (FFO) were $104.5 million, or $0.47 per diluted share, for the fourth quarter, compared to $85.9 million, or $0.46 per diluted share, a year ago.
Results include costs related to the merger with Glimcher Realty Trust (Glimcher). When excluding these costs, as well as 2014 costs related to the Company’s spin-off, adjusted FFO (AFFO) for the fourth quarter of 2015 was $108.0 million, or $0.49 per diluted share, compared to $91.2 million, or $0.48 per diluted share, for the fourth quarter of 2014. The increase in FFO primarily relates to contributions from properties acquired as part of the merger with Glimcher in January of 2015, partially offset by higher general and administrative and interest expense.
Net loss attributable to common shareholders for the fourth quarter of 2015 was $97.0 million, or $0.53 per diluted share, compared to net income of $33.6 million, or $0.22 per diluted share, a year ago. The year-over-year difference was primarily attributable to a non-cash impairment charge of $138.1 million that was recorded during the three months ended December 31, 2015. The non-cash impairment charge recorded during the fourth quarter related primarily to the Company’s non-core assets, which were not adjusted to fair value at the time of the Company’s spin-off from the Simon Property Group in 2014. The Company now believes these assets will not be held over the long-term.
Same property net operating income (NOI) for the Company’s core portfolio declined 0.5% in the fourth quarter of 2015. The NOI decline primarily related to real estate tax appeal savings realized during the fourth quarter of 2014, which negatively impacted the NOI growth by 1.2% in the fourth quarter of 2015.
Fiscal-Year 2015 Results
FFO for the twelve months ending December 31, 2015 was $375.3 million, or $1.71 per diluted share, and for the same period in the prior year FFO was $295.1 million, or $1.57 per diluted share.
Fiscal-year 2015 results include $42.1 million, or $0.20 per diluted share, of transaction expenses and costs related to the merger with Glimcher and the bridge loan used to fund the transaction. Fiscal-year 2014 results include $47.7 million, or $0.26 per diluted share, of transaction expenses and costs related to the spin-off from the Simon Property Group and the merger with Glimcher. When excluding these costs, adjusted FFO (AFFO) for the fiscal year 2015 was $417.4 million, or $1.91 per diluted share, compared to $342.8 million, or $1.83 per diluted share, for the fiscal year 2014. The increase in AFFO primarily relates to the contributions from properties acquired as part of the merger with Glimcher in January of 2015.
For fiscal year 2015, net loss attributable to common shareholders was $101.3 million, or $0.55 per diluted share, compared to net income of $170.0 million, or $1.10 per diluted share, for the same period in the prior year. The decrease in income primarily relates to the non-cash impairment charges in fiscal year 2015 of $148.0 million and the increase in depreciation expense of $134.6 million associated primarily with the acquired properties from Glimcher.
Fiscal-year 2015 same property NOI increased 0.2% for the core portfolio over the fiscal year 2014. The growth was impacted in 2015 from the large volume of bankruptcies as well as the realization of savings in 2014 from real estate tax appeals.
Ending occupancy for the core properties was 93.4% as of December 31, 2015, compared to 93.8% a year ago, a decrease of 40 basis points. The decrease in occupancy was primarily due to the impact of the industry-wide wave of retailer bankruptcies that occurred in early 2015. Base rent per square foot for core properties was $21.63, an increase of 1.4%, compared to $21.33 per square foot a year ago. Mall in-line store sales at the Company’s core properties increased 5.5% to $365 per square foot for the twelve months ending December 31, 2015, compared to $346 per square foot for the same period a year ago.
The properties acquired in the January 15, 2015 merger with Glimcher are included in the same property NOI and operating metrics for both periods reported. These reported metrics exclude the impact of non-core properties. Non-core properties are comprised of seven assets that contributed approximately 4% of the Company’s total NOI as of December 31, 2015.
Sale of Two Non-Core Assets
On January 29, 2016 the Company sold Forest Mall in Fond Du Lac, Wisconsin and Northlake Mall in Atlanta, Georgia. The two non-core assets were unencumbered and sold for an aggregate purchase price of $30.0 million to private real estate investors. The Company received approximately $10 million in cash at closing and provided $20 million in short-term seller financing. Secured by the two assets, the note bears interest at an annual rate of 6% and matures June 30, 2016 with an extension option to December 31, 2016. The Company used the net proceeds from the transaction to reduce the balance outstanding on its revolving credit facility.
During the fourth quarter, the Company closed on a new seven-year, $340 million unsecured term loan facility, which matures in January 2023. Concurrent with the closing, the Company executed interest rate swap agreements totaling $340 million, which effectively fixes the interest rate on the term loan at 3.51% through the maturity of the facility. Proceeds from the financing were used to pay down outstanding amounts on its revolving credit facility, as well as for general corporate purposes.
The Company’s Board of Directors declared a quarterly cash dividend on its common shares and operating partnership units. A cash dividend of $0.25 per common share and operating partnership unit was declared. The first quarter dividend is payable on March 15, 2016 to shareholders and operating partnership holders of record on March 7, 2016.
Additionally, the Board of Directors declared quarterly cash dividends of $0.4688 per Series H preferred share of beneficial interest, $0.4297 per Series I preferred share of beneficial interest, and $0.4563 per Series I-1 preferred unit of Preferred Limited Partnership Interest. Each of the cash dividends is payable on April 15, 2016 to shareholders and operating partnership holders of record on March 31, 2016.
At Gateway Center in Austin, Texas, a new Saks Fifth Avenue OFF 5th is expected to open in March 2016. The Company is investing approximately $8.0 million in the community center project with an estimated yield of 8% to 9%.
At Jefferson Valley Mall in Yorktown Heights, New York, construction continues for a new Dick’s Sporting Goods, as well as interior and entrance renovations, with an expected completion by year-end 2016. The Company plans to invest approximately $34.0 million in the enclosed-mall project with an estimated yield of 7% to 8%.
A redevelopment at Longview Mall in Longview, Texas is underway with an expected completion during the fourth quarter of 2016. The Company recently upgraded an underperforming retailer outparcel store with a new BJ’s Restaurant & Brewhouse and will soon be adding a new Dick’s Sporting Goods to the mall as well as additional national in-line tenants. The redevelopment will also involve a renovation of the mall. The Company plans to invest approximately $15.0 million in the enclosed-mall project with an estimated yield of 8% to 10%.
At Westminster Mall in Westminster, California, a new Sky Zone and two quality restaurants are expected to open during the fourth quarter of 2016. The Company estimates a yield of 11% to 13% on an investment of approximately $6.5 million.
The Company raised its previously issued guidance for fiscal 2016 FFO to a range of $1.76 to $1.82 per diluted share, and expects net income to be within a range of $0.08 to $0.14 per diluted share. Key guidance assumptions remained unchanged from previously issued guidance, other than the timing of planned dispositions.
The following table provides the reconciliation for the expected range of estimated net income attributable to common shareholders per diluted share to estimated FFO per diluted share for the year ending December 31, 2016:
|Low End||High End|
|Estimated net income attributable to common shareholders per diluted share||$ 0.08||$ 0.14|
|Depreciation and amortization including share of unconsolidated entities||1.68||1.68|
|Estimated FFO per diluted share||$ 1.76||$ 1.82|
For the first quarter of 2016, the Company estimates net (loss) income attributable to common shareholders per diluted share to be in the range of $(0.01) to $0.01 and FFO per diluted share to be in the range of $0.41 to $0.43.
A reconciliation of the range of estimated net (loss) income per diluted share to estimated FFO per diluted share for the first quarter of 2016 follows:
|Low End||High End|
|Estimated net (loss) income attributable to common shareholders per diluted share||$(0.01)||$ 0.01|
|Depreciation and amortization including share of unconsolidated entities||0.42||0.42|
|Estimated FFO per diluted share||$ 0.41||$ 0.43|
Earnings Call and Webcast on February 26
WP Glimcher will host a conference call at 11:00 a.m. ET on Friday, February 26, 2016, to discuss the financial results for the fourth quarter 2015 and the other matters discussed in this press release. Live streaming audio of the conference call will be accessible from the investor relations section of the Company’s website at http://investor.wpglimcher.com/.
The call-in number for the conference call is 877.422.8928 (or +1.412.455.6229 for international callers), and the participant passcode is 27313657. A replay of the call will be available on the Company’s website or by calling 855.859.2056 (or +1.404.537.3406 for international callers), passcode: 27313657, beginning on February 26, 2016, at approximately 1:00 p.m. through midnight ET on March 11, 2016.
For additional details on WP Glimcher’s results and properties, please refer to the Supplemental Information report on the investor relations section of the Company’s website at www.wpglimcher.com. This press release as well as the supplemental information has also been furnished to the Securities and Exchange Commission (SEC) in a Form 8-K.
About WP Glimcher
WP Glimcher Inc. is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties, including mixed-use, open-air and enclosed regional malls as well as community centers. The Company currently owns a material interest in and manages 119 shopping centers totaling more than 67 million square feet diversified by size, geography and tenancy. WP Glimcher combines a national real estate portfolio with an investment grade balance sheet, leveraging its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Glimcher® is a registered trademark of the Company, and the trademark application for WP Glimcher is pending. Learn more at www.wpglimcher.com.
Lisa A. Indest, CAO & Senior VP, Finance, 614.887.5844 or firstname.lastname@example.org
Kimberly A. Green, Director of Investor Relations, 614.887.5647 or email@example.com
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Non-GAAP Financial Measures
This press release includes FFO and NOI, including same property NOI growth, which are financial performance measures not defined by generally accepted accounting principles in the United States (GAAP). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. FFO and same property NOI growth are financial performance measures widely used by securities analysts, investors and other interested parties in the evaluation of REITs.
The Company uses FFO in addition to net income to report operating results. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (NAREIT) as net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items and cumulative effects of accounting changes, excluding gains and losses from the sales or disposals of previously depreciated retail operating properties, excluding impairment charges of depreciable real estate, plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest.
NOI is used by industry analysts, investors and Company management to measure operating performance of the Company’s properties. NOI represents total property revenues less property operating and maintenance expenses. Accordingly, NOI excludes certain expenses included in the determination of net income such as corporate general and administrative expense and other indirect operating expenses, interest expense, impairment charges and depreciation and amortization expense. These items are excluded from NOI in order to provide results that are more closely related to a property’s results of operations. In addition, the Company’s computation of same property NOI excludes termination income and income from outparcel sales. The Company also adjusts for other miscellaneous items in order to enhance the comparability of results from one period to another. Certain items, such as interest expense, while included in FFO and net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level. As a result, management uses only those income and expense items that are incurred at the property level to evaluate a property’s performance. Real estate asset related depreciation and amortization, as well as impairment charges, are excluded from NOI for the same reasons that they are excluded from FFO pursuant to NAREIT’s definition.
Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental to financial results presented in accordance with GAAP. Investors should understand that the Company’s computation of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures do not represent cash flow from operations as defined by GAAP, should not be considered as alternatives to net income determined in accordance with GAAP as a measure of operating performance, are not alternatives to cash flows as a measure of liquidity, and may not be reflective of WPG's operating performance due to changes in WPG's capital structure in connection with the separation and distribution. Investors are cautioned that items excluded from these measures are significant components in understanding and addressing financial performance.
For a reconciliation of these measures and other information, please refer to the attached tables.
Regulation Fair Disclosure (FD)
The Company routinely posts important information online on the investor relations website, www.investor.wpglimcher.com. The Company uses this website, press releases, SEC filings, conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. The Company encourages members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through the Company’s website is not incorporated by reference into, and is not a part of, this document.
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of WP Glimcher Inc. (“WPG”) concerning the proposed transactions, the anticipated consequences and benefits of the transactions and the targeted close date for the transactions, and other future events and their potential effects on WPG, including, but not limited to, statements relating to anticipated financial and operating results, the company’s plans, objectives, expectations and intentions, cost savings and other statements, including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions. Such statements are based upon the current beliefs and expectations of WPG’s management, and involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of WPG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: the ability to satisfy the conditions to transactions on the proposed terms and timeframe; the possibility that the transactions do not close when expected or at all; the ability to finance the transactions; the effect of the announcement of transaction(s) on the WPG’s relationships with their respective tenants, lenders or other business parties or on their operating results and businesses generally; changes in asset quality and credit risk; ability to sustain revenue and earnings growth; changes in political, economic or market conditions generally and the real estate and capital markets specifically; the impact of increased competition; the availability of capital and financing; tenant or joint venture partner(s) bankruptcies; the failure to increase mall store occupancy and same-mall operating income; risks associated with the acquisition, development, expansion, leasing and management of properties; risks related to the January 2015 merger with Glimcher Realty Trust (“Glimcher”), including the ability to fully and effectively integrate Registrants business with that of Glimcher; changes in market rental rates; trends in the retail industry; relationships with anchor tenants; risks relating to joint venture properties; costs of common area maintenance; competitive market forces; the level and volatility of interest rates; the rate of revenue increases as compared to expense increases; the financial stability of tenants within the retail industry; the restrictions in current financing arrangements or the failure to comply with such arrangements; the liquidity of real estate investments; the impact of changes to tax legislation and WPG’s tax positions; failure to qualify as a real estate investment trust; the failure to refinance debt at favorable terms and conditions; loss of key personnel; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; possible restrictions on the ability to operate or dispose of any partially-owned properties; the failure to achieve earnings/funds from operations targets or estimates; the failure to achieve projected returns or yields on development and investment properties (including joint ventures); changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities; the unfavorable resolution of legal proceedings; the impact of future acquisitions and divestitures; assets that may be subject to impairment charges; significant costs related to environmental issues; and other risks and uncertainties, including those detailed from time to time in WPG’s statements and periodic reports filed with the Securities and Exchange Commission, including those described under “Risk Factors”. The forward-looking statements in this communication are qualified by these risk factors. Each statement speaks only as of the date of this press release and WPG undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. Actual results may differ materially from current projections, expectations, and plans, if any. Investors, potential investors and others should give careful consideration to these risks and uncertainties.