UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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ACADIA REALTY TRUST
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(Exact name of registrant as specified in its charter)
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Maryland
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23-2715194
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(State of incorporation)
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(I.R.S. employer identification no.)
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1311 Mamaroneck Avenue, Suite 260 White Plains, NY 10605
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(Address of principal executive offices)
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(914) 288-8100
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(Registrant’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Common Shares of Beneficial Interest, $.001 par value
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(Title of Class)
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New York Stock Exchange
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(Name of Exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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YES
x
NO
o
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Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Act.
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YES
o
NO
x
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
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YES
x
NO
o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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YES
x
NO
o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
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Large Accelerated Filer
x
Accelerated Filer
o
Non-accelerated Filer
o
Smaller Reporting Company
o
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
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YES
o
NO
x
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1,056.0 million, based on a price of $23.11 per share, the average sales price for the registrant’s common shares of beneficial interest on the New York Stock Exchange on that date.
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The number of shares of the registrant’s common shares of beneficial interest outstanding on February 27, 2013 was 53,468,275.
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DOCUMENTS INCORPORATED BY REFERENCE
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Part III – Portions of the registrant’s definitive proxy statement relating to its 2013 Annual Meeting of Shareholders presently scheduled to be held May 16, 2013 to be filed pursuant to Regulation 14A.
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Item No.
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Page
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PART I
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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PART II
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5.
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Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities and Performance Graph
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6.
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Selected Financial Data
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures about Market Risk
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8.
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Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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PART III
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10.
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Directors and Executive Officers and Corporate Governance
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11.
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Executive Compensation
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12.
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Security Ownership of Certain Beneficial Owners and Management
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13.
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Certain Relationships and Related Transactions and Director Independence
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14.
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Principal Accountant Fees and Services
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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•
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Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas. Our goal is to create value through accretive redevelopment and re-anchoring activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class.
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•
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Generate additional external growth through an opportunistic yet disciplined acquisition program within our Opportunity Funds (as defined below). We target transactions with high inherent opportunity for the creation of additional value through:
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◦
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value-add investments in high-quality urban and/or street retail properties with re-tenanting or repositioning opportunities,
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◦
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opportunistic acquisitions of well-located real-estate anchored by distressed retailers or by motivated sellers and
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◦
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opportunistic purchases of debt which may include restructuring.
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•
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Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.
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•
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actual receipt of an improper benefit or profit in money, property or services; or
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•
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a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.
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•
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We may abandon redevelopment opportunities after expending resources to determine feasibility;
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•
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Construction costs of a project may exceed our original estimates;
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•
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Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;
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•
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Financing for redevelopment of a property may not be available to us on favorable terms;
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•
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We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs; and
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•
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We may not be able to obtain, or may experience delays in obtaining necessary zoning, land use, building, occupancy and other required governmental permits and authorizations.
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•
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The property may fail to achieve the returns we have projected, either temporarily or for extended periods;
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•
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We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;
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•
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We may not be able to integrate an acquisition into our existing operations successfully;
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•
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Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, which may result in the properties' failure to achieve the returns we projected;
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•
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Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and
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•
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Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.
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•
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Increased storm intensity and severity of weather (e.g., floods or hurricanes);
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•
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Sea level rise; and
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Extreme temperatures.
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•
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Risks of property damage to our shopping centers;
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•
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Indirect financial and operational impacts from disruptions to the operations of major tenants located in our shopping centers from severe weather, such as hurricanes or floods;
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•
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Increased insurance premiums and deductibles, or a decrease in the availability of coverage, for properties in areas subject to severe weather;
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•
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Increased insurance claims and liabilities;
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•
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Increases in energy costs impacting operational returns;
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•
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Changes in the availability or quality of water, or other natural resources on which the tenant's business depends;
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•
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Decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);
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•
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Incorrect long term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and
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•
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Economic disruptions arising from the above.
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•
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The discovery of previously unknown environmental conditions;
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•
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Changes in law;
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Activities of tenants; and
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•
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Activities relating to properties in the vicinity of our properties.
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Shopping Center
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Location
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Year
Constructed (C) Acquired (A) |
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Ownership
Interest |
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GLA
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Occupancy
% 12/31/12 (1) |
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Annual
Base Rent (2) |
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Annual
Base Rent PSF |
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Anchor Tenants
Current Lease Expiration/ Lease Option Expiration |
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Core Portfolio
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New York
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Connecticut
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239 Greenwich Avenue
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Greenwich
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1998 (A)
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Fee/JV
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16,834
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(3)
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100
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%
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$
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1,554,663
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$
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92.35
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181 Main Street
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Westport
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2012 (A)
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Fee
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11,350
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100
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%
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772,000
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68.02
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New Jersey
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Elmwood Park Shopping Center
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Elmwood Park
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1998 (A)
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Fee
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149,262
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97
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%
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3,596,396
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24.87
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A&P 2017/2052
Walgreen’s 2022/2062 |
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A&P Shopping Plaza
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Boonton
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2006 (A)
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Fee/JV
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62,741
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100
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%
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1,343,723
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21.42
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A&P 2024/2054
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60 Orange Street
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Bloomfield
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2012 (A)
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Fee/JV
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101,715
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100
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%
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907,500
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8.92
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Home Depot 2032/2052
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New York
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Village Commons Shopping Center
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Smithtown
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1998 (A)
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Fee
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87,330
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95
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%
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2,552,470
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30.68
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Branch Shopping Center
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Smithtown
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1998 (A)
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LI (4)
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126,273
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81
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%
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2,551,407
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25.06
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CVS 2020/—
LA Fitness 2027/2042 |
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Amboy Road
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Staten Island
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2005 (A)
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LI (4)
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60,090
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100
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%
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1,632,178
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27.16
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Stop & Shop 2028/2043
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Bartow Avenue
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Bronx
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2005 (C)
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Fee
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14,676
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93
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%
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420,687
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30.90
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Pacesetter Park Shopping Center
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Ramapo
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1999 (A)
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Fee
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97,583
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94
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%
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1,151,105
|
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12.58
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Stop & Shop 2020/2040
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West Shore Expressway
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Staten Island
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2007 (A)
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Fee
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55,000
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100
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%
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1,391,500
|
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25.30
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LA Fitness 2022/2037
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|||||
West 54th Street
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Manhattan
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2007 (A)
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Fee
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9,797
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48
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%
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1,245,680
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264.56
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|||||
East 17th Street
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Manhattan
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2008 (A)
|
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Fee
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19,622
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100
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%
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625,000
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31.85
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Barnes & Noble 2013/2018
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|||||
Crossroads Shopping Center
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White Plains
|
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1998 (A)
|
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Fee/JV (5)
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309,523
|
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78
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%
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5,139,479
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21.31
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Kmart 2017/2032
Modell’s 2014/2019 Home Goods 2018/2033 Party City 2024/2034 |
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Third Avenue
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Bronx
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2006 (A)
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Fee
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40,320
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|
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79
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%
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666,631
|
|
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20.85
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Planet Fitness 2027/2042
|
|||||
Mercer Street
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Manhattan
|
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2011 (A)
|
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Fee
|
|
6,225
|
|
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100
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%
|
|
383,160
|
|
|
61.55
|
|
|
|
|||||
28 Jericho Turnpike
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Westbury
|
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2012 (A)
|
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Fee
|
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96,363
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|
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100
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%
|
|
1,650,000
|
|
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17.12
|
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Kohl's 2020/2050
|
|||||
4401 White Plains Road
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Bronx
|
|
2011 (A)
|
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Fee
|
|
12,964
|
|
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100
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%
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625,000
|
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48.21
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Walgreens 2060/-
|
|||||
83 Spring Street
|
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Manhattan
|
|
2012 (A)
|
|
Fee
|
|
3,000
|
|
|
100
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%
|
|
623,884
|
|
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207.96
|
|
|
|
|||||
Total New York Region
|
|
|
|
|
|
|
|
1,280,668
|
|
|
91
|
%
|
|
$
|
28,832,463
|
|
|
$
|
24.74
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|||
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New England
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Connecticut
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||||||
Town Line Plaza
|
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Rocky Hill
|
|
1998 (A)
|
|
Fee
|
|
206,346
|
|
|
98
|
%
|
|
$
|
1,636,374
|
|
|
$
|
15.69
|
|
|
Stop & Shop 2024/2064
Wal-Mart(6) |
Shopping Center
|
|
Location
|
|
Year
Constructed (C) Acquired (A) |
|
Ownership
Interest |
|
GLA
|
|
Occupancy
% 12/31/12 (1) |
|
Annual
Base Rent (2) |
|
Annual
Base Rent PSF |
|
Anchor Tenants
Current Lease Expiration/ Lease Option Expiration |
|||||||||
Core Portfolio, continued
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|||||||||||
Massachusetts
|
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|
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|
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|
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|
|||||
Methuen Shopping Center
|
|
Methuen
|
|
1998 (A)
|
|
Fee
|
|
130,021
|
|
|
100
|
%
|
|
1,027,936
|
|
|
7.91
|
|
|
Demoulas Market 2015/—
Wal-Mart 2016/2051 |
|||||
Crescent Plaza
|
|
Brockton
|
|
1993 (A)
|
|
Fee
|
|
218,137
|
|
|
94
|
%
|
|
1,658,255
|
|
|
8.08
|
|
|
Supervalu 2014/2044
Home Depot 2021/2056 |
|||||
330-340 River Street
|
|
Cambridge
|
|
2012 (A)
|
|
Fee
|
|
54,226
|
|
|
100
|
%
|
|
1,130,470
|
|
|
20.85
|
|
|
Whole Foods 2021/2051
Rite Aid 2028/2068 |
|||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New Loudon Center
|
|
Latham
|
|
1993 (A)
|
|
Fee
|
|
255,673
|
|
|
100
|
%
|
|
1,959,124
|
|
|
7.66
|
|
|
Price Chopper 2015/2035
Marshall’s 2014/2029 Raymour and Flanigan 2019/2034 AC Moore 2014/2024 Hobby Lobby 2021/- |
|||||
Rhode Island
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|||||
Walnut Hill Plaza
|
|
Woonsocket
|
|
1998 (A)
|
|
Fee
|
|
284,717
|
|
|
90
|
%
|
|
2,136,086
|
|
|
8.38
|
|
|
Supervalu 2013/2028 Sears 2013/2033
Savers 2013/2018 Ocean State Job Lot 2012/- Woonsocket Bowling 2021/- |
|||||
Vermont
|
|
|
|
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|
|
|
|
|
|
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|
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|
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|
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|
|||||
The Gateway Shopping Center
|
|
South Burlington
|
|
1999 (A)
|
|
Fee
|
|
101,655
|
|
|
100
|
%
|
|
1,969,413
|
|
|
19.37
|
|
|
Supervalu 2024/2053
|
|||||
Total New England Region
|
|
|
|
|
|
|
|
1,250,775
|
|
|
96
|
%
|
|
$
|
11,517,658
|
|
|
$
|
10.41
|
|
|
|
|||
|
|
|
|
|
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|
|
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|
|
|
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|
|||||||||
Midwest
|
|
|
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|
|
|
|
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|
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|
|
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|
|
||||||
Illinois
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hobson West Plaza
|
|
Naperville
|
|
1998 (A)
|
|
Fee
|
|
99,137
|
|
|
96
|
%
|
|
$
|
1,138,122
|
|
|
$
|
11.94
|
|
|
Garden Fresh Markets 2017/2037
|
|||
Clark Diversey
|
|
Chicago
|
|
2006 (A)
|
|
Fee
|
|
19,265
|
|
|
100
|
%
|
|
858,248
|
|
|
44.55
|
|
|
|
|||||
West Diversey
|
|
Chicago
|
|
2011 (A)
|
|
Fee
|
|
46,259
|
|
|
100
|
%
|
|
1,884,925
|
|
|
40.75
|
|
|
Trader Joe's 2021/2041
|
|||||
639 West Diversey
|
|
Chicago
|
|
2012 (A)
|
|
Fee
|
|
12,557
|
|
|
100
|
%
|
|
666,091
|
|
|
53.05
|
|
|
|
|||||
930 North Rush Street
|
|
Chicago
|
|
2012 (A)
|
|
Fee
|
|
2,930
|
|
|
100
|
%
|
|
1,113,948
|
|
|
380.19
|
|
|
|
|||||
Chicago Street Retail Portfolio (7)
|
|
Chicago
|
|
2011 (A)
|
|
Fee
|
|
115,287
|
|
|
89
|
%
|
|
4,536,341
|
|
|
44.26
|
|
|
|
Shopping Center
|
|
Location
|
|
Year
Constructed (C) Acquired (A) |
|
Ownership
Interest |
|
GLA
|
|
Occupancy
% 12/31/12 (1) |
|
Annual
Base Rent (2) |
|
Annual
Base Rent PSF |
|
Anchor Tenants
Current Lease Expiration/ Lease Option Expiration |
|||||||||
Core Portfolio, continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Indiana
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Merrillville Plaza
|
|
Hobart
|
|
1998 (A)
|
|
Fee
|
|
235,824
|
|
|
92
|
%
|
|
2,918,290
|
|
|
13.52
|
|
|
TJ Maxx 2019/2029
JC Penney 2013/2018 OfficeMax 2013/2028 K&G Fashion 2017/2027 |
|||||
Michigan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bloomfield Town Square
|
|
Bloomfield Hills
|
|
1998 (A)
|
|
Fee
|
|
236,676
|
|
|
97
|
%
|
|
3,396,624
|
|
|
14.81
|
|
|
TJ Maxx 2019/2029 Home Goods 2016/2026
Best Buy 2021/2041 Dick's Sporting Goods 2023/2043 |
|||||
Ohio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mad River Station (8)
|
|
Dayton
|
|
1999 (A)
|
|
Fee
|
|
126,129
|
|
|
83
|
%
|
|
1,315,006
|
|
|
12.54
|
|
|
Babies ‘R’ Us 2015/2020
Office Depot 2015/— |
|||||
Total Midwest Region
|
|
|
|
|
|
|
|
894,064
|
|
|
93
|
%
|
|
$
|
17,827,595
|
|
|
$
|
21.51
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mid-Atlantic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Jersey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace of Absecon
|
|
Absecon
|
|
1998 (A)
|
|
Fee
|
|
104,762
|
|
|
76
|
%
|
|
$
|
1,334,497
|
|
|
$
|
16.78
|
|
|
Rite Aid 2020/2040 White Horse Liquors 2019/-
|
|||
Delaware
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brandywine Town Center
|
|
Wilmington
|
|
2003 (A)
|
|
Fee/JV (9)
|
|
875,679
|
|
|
97
|
%
|
|
13,080,972
|
|
|
15.44
|
|
|
Bed, Bath & Beyond 2014/2029
Dick’s Sporting Goods 2013/2028 Lowe’s Home Centers 2018/2048 Target 2018/2058 HH Gregg 2020/2035 |
|||||
Market Square Shopping Center
|
|
Wilmington
|
|
2003 (A)
|
|
Fee/JV (9)
|
|
102,047
|
|
|
98
|
%
|
|
2,507,840
|
|
|
25.02
|
|
|
TJ Maxx 2016/2021 Trader Joe’s 2019/2034
|
|||||
Route 202 Shopping Center
|
|
Wilmington
|
|
2006 (C)
|
|
LI/JV (4) (9)
|
|
19,984
|
|
|
100
|
%
|
|
837,541
|
|
|
41.91
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shopping Center
|
|
Location
|
|
Year
Constructed (C) Acquired (A) |
|
Ownership
Interest |
|
GLA
|
|
Occupancy
% 12/31/12 (1) |
|
Annual
Base Rent (2) |
|
Annual
Base Rent PSF |
|
Anchor Tenants
Current Lease Expiration/ Lease Option Expiration |
|||||||||
Core Portfolio, continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mark Plaza
|
|
Edwardsville
|
|
1993 (C)
|
|
LI/Fee (4)
|
|
106,856
|
|
|
100
|
%
|
|
240,664
|
|
|
2.25
|
|
|
Kmart 2014/2049
|
|||||
Plaza 422
|
|
Lebanon
|
|
1993 (C)
|
|
Fee
|
|
156,279
|
|
|
100
|
%
|
|
795,852
|
|
|
5.09
|
|
|
Home Depot 2028/2058
Dunham’s 2016/2031 |
|||||
Route 6 Mall
|
|
Honesdale
|
|
1994 (C)
|
|
Fee
|
|
175,519
|
|
|
99
|
%
|
|
1,160,112
|
|
|
6.67
|
|
|
Kmart 2020/2070 Fashion Bug 2016/- Advance Auto 2013/-
|
|||||
Chestnut Hill (10)
|
|
Philadelphia
|
|
2006 (A)
|
|
Fee
|
|
37,581
|
|
|
76
|
%
|
|
513,425
|
|
|
17.93
|
|
|
|
|||||
Abington Towne Center
|
|
Abington
|
|
1998 (A)
|
|
Fee
|
|
216,369
|
|
|
95
|
%
|
|
955,324
|
|
|
20.02
|
|
|
TJ Maxx 2016/2021 Target (11)
|
|||||
District of Columbia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Rhode Island Place Shopping Center
|
|
Washington D.C.
|
|
2012 (A)
|
|
Fee
|
|
57,529
|
|
|
100
|
%
|
|
1,622,629
|
|
|
28.21
|
|
|
TJ Maxx 2017/-
|
|||||
179-53 & 1801-03 Connecticut Avenue
|
|
Washington D.C.
|
|
2012 (A)
|
|
Fee
|
|
22,907
|
|
|
93
|
%
|
|
1,090,701
|
|
|
51.39
|
|
|
|
|||||
Georgetown Portfolio (11)
|
|
Washington D.C.
|
|
2011 (A)
|
|
Fee/JV
|
|
27,666
|
|
|
96
|
%
|
|
1,799,387
|
|
|
67.48
|
|
|
|
|||||
Total Mid-Atlantic Region
|
|
|
|
|
|
1,903,178
|
|
|
96
|
%
|
|
$
|
25,938,944
|
|
|
$
|
15.57
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Core Properties
|
|
|
|
|
|
|
|
5,328,685
|
|
|
94
|
%
|
|
$
|
84,116,660
|
|
|
$
|
17.66
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Opportunity Fund Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fund I Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
VARIOUS REGIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kroger/Safeway Portfolio
|
|
3 locations (13)
|
|
2003 (A)
|
|
LI/JV (4)
|
|
97,500
|
|
|
69
|
%
|
|
$
|
302,076
|
|
|
$
|
4.48
|
|
|
Kroger 2014/2049
Safeway 2014/2044 |
|||
Total Fund I Properties
|
|
|
|
|
|
|
|
97,500
|
|
|
69
|
%
|
|
$
|
302,076
|
|
|
$
|
4.48
|
|
|
|
|||
Fund II Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New York
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pelham Plaza
|
|
Pelham Manor
|
|
2004 (A)
|
|
LI/JV (4)
|
|
228,493
|
|
|
94
|
%
|
|
$
|
5,887,611
|
|
|
$
|
27.29
|
|
|
BJ’s Wholesale Club 2033/2053
Michaels 2013/2033 Petsmart 2021/2036 |
|||
Fordham Place
|
|
Bronx
|
|
2004(A)
|
|
Fee/JV
|
|
119,446
|
|
|
100
|
%
|
|
5,519,760
|
|
|
46.21
|
|
|
Best Buy 2019/2039 Sears 2023/2033
|
|||||
216th Street
|
|
Manhattan
|
|
2005 (A)
|
|
Fee/JV
|
|
60,000
|
|
|
100
|
%
|
|
2,694,000
|
|
|
44.90
|
|
|
City of New York 2027/2032
|
|||||
161st Street (17)
|
|
Bronx
|
|
2005 (A)
|
|
Fee/JV
|
|
232,402
|
|
|
85
|
%
|
|
5,255,201
|
|
|
26.72
|
|
|
City of New York 2013/-
|
|||||
Total Fund II Properties
|
|
|
|
|
|
|
|
640,341
|
|
|
92
|
%
|
|
$
|
19,356,572
|
|
|
$
|
32.71
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Percentage of Total
Represented by Retail Tenant |
||||||||
Retail Tenant
|
|
Stores in Portfolio (1)
|
|
Total GLA
|
|
Annualized Base Rent (2)
|
|
Total Portfolio
GLA |
|
Annualized Base Rent
|
||||||
LA Fitness
|
|
4
|
|
|
110
|
|
|
$
|
2,551
|
|
|
2.4
|
%
|
|
4.0
|
%
|
Supervalu (Shaw’s)
|
|
4
|
|
|
176
|
|
|
2,421
|
|
|
3.8
|
%
|
|
3.8
|
%
|
|
Home Depot
|
|
7
|
|
|
313
|
|
|
2,007
|
|
|
6.8
|
%
|
|
3.1
|
%
|
|
Ahold (Stop and Shop)
|
|
3
|
|
|
155
|
|
|
1,936
|
|
|
3.4
|
%
|
|
3.0
|
%
|
|
A&P
|
|
3
|
|
|
90
|
|
|
1,924
|
|
|
2.0
|
%
|
|
3.0
|
%
|
|
TJX Companies
|
|
9
|
|
|
215
|
|
|
1,709
|
|
|
4.6
|
%
|
|
2.7
|
%
|
|
Sears
|
|
5
|
|
|
342
|
|
|
1,653
|
|
|
7.4
|
%
|
|
2.6
|
%
|
|
Walgreens
|
|
4
|
|
|
39
|
|
|
1,607
|
|
|
0.9
|
%
|
|
2.5
|
%
|
|
Best Buy
|
|
4
|
|
|
57
|
|
|
1,032
|
|
|
1.2
|
%
|
|
1.6
|
%
|
|
Trader Joe's
|
|
2
|
|
|
19
|
|
|
961
|
|
|
0.4
|
%
|
|
1.5
|
%
|
|
TD Bank
|
|
2
|
|
|
15
|
|
|
959
|
|
|
0.3
|
%
|
|
1.5
|
%
|
|
Walmart
|
|
3
|
|
|
213
|
|
|
887
|
|
|
4.6
|
%
|
|
1.4
|
%
|
|
Sleepy's
|
|
6
|
|
|
35
|
|
|
880
|
|
|
0.8
|
%
|
|
1.4
|
%
|
|
Dicks Sporting Goods
|
|
2
|
|
|
60
|
|
|
849
|
|
|
1.3
|
%
|
|
1.3
|
%
|
|
JP Morgan Chase
|
|
7
|
|
|
28
|
|
|
811
|
|
|
0.6
|
%
|
|
1.3
|
%
|
|
Citibank
|
|
6
|
|
|
15
|
|
|
739
|
|
|
0.3
|
%
|
|
1.1
|
%
|
|
Pier 1 Imports
|
|
4
|
|
|
25
|
|
|
690
|
|
|
0.5
|
%
|
|
1.1
|
%
|
|
Dollar Tree
|
|
7
|
|
|
64
|
|
|
653
|
|
|
1.4
|
%
|
|
1.0
|
%
|
|
Payless Shoesource
|
|
8
|
|
|
20
|
|
|
541
|
|
|
0.4
|
%
|
|
0.8
|
%
|
|
Coach
|
|
2
|
|
|
7
|
|
|
530
|
|
|
0.1
|
%
|
|
0.8
|
%
|
|
Total
|
|
92
|
|
|
1,998
|
|
|
$
|
25,340
|
|
|
43.2
|
%
|
|
39.5
|
%
|
Notes:
|
|
|
|
|
|
|
|
|
|
(1)
|
Does not include tenants that only operate at one shopping center.
|
||||||||
|
|
|
|
|
|
|
|
|
|
(2)
|
Base rents do not include percentage rents, additional rents for property expense reimbursements and contractual rent escalations.
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized Base Rent (1)
|
|
GLA
|
||||||||||
Leases maturing in
|
|
Number of
Leases |
|
Current Annual
Rent |
|
Percentage of
Total |
|
Square
Feet |
|
Percentage
of Total |
||||||
Month to Month
|
|
6
|
|
|
$
|
322
|
|
|
—
|
%
|
|
17
|
|
|
—
|
%
|
2013 (2)
|
|
72
|
|
|
8,588
|
|
|
10
|
%
|
|
538
|
|
|
11
|
%
|
|
2014
|
|
70
|
|
|
9,704
|
|
|
12
|
%
|
|
541
|
|
|
11
|
%
|
|
2015
|
|
45
|
|
|
7,302
|
|
|
9
|
%
|
|
445
|
|
|
9
|
%
|
|
2016
|
|
59
|
|
|
8,499
|
|
|
10
|
%
|
|
511
|
|
|
11
|
%
|
|
2017
|
|
49
|
|
|
10,341
|
|
|
12
|
%
|
|
499
|
|
|
11
|
%
|
|
2018
|
|
22
|
|
|
6,705
|
|
|
8
|
%
|
|
403
|
|
|
8
|
%
|
|
2019
|
|
23
|
|
|
3,422
|
|
|
4
|
%
|
|
181
|
|
|
4
|
%
|
|
2020
|
|
22
|
|
|
5,663
|
|
|
7
|
%
|
|
367
|
|
|
8
|
%
|
|
2021
|
|
24
|
|
|
5,865
|
|
|
7
|
%
|
|
395
|
|
|
8
|
%
|
|
2022
|
|
23
|
|
|
4,756
|
|
|
6
|
%
|
|
152
|
|
|
3
|
%
|
|
Thereafter
|
|
24
|
|
|
11,704
|
|
|
15
|
%
|
|
700
|
|
|
16
|
%
|
|
Total
|
|
439
|
|
|
$
|
82,871
|
|
|
100
|
%
|
|
4,749
|
|
|
100
|
%
|
|
|
|
|
Annualized Base Rent (1)
|
|
GLA
|
||||||||||
Leases maturing in
|
|
Number of
Leases |
|
Current Annual
Rent |
|
Percentage of
Total |
|
Square
Feet |
|
Percentage
of Total |
||||||
Month to Month
|
|
6
|
|
|
$
|
302
|
|
|
1
|
%
|
|
24
|
|
|
1
|
%
|
2013 (2)
|
|
34
|
|
|
7,620
|
|
|
13
|
%
|
|
253
|
|
|
11
|
%
|
|
2014
|
|
27
|
|
|
4,332
|
|
|
8
|
%
|
|
220
|
|
|
9
|
%
|
|
2015
|
|
19
|
|
|
1,867
|
|
|
3
|
%
|
|
111
|
|
|
5
|
%
|
|
2016
|
|
23
|
|
|
2,846
|
|
|
5
|
%
|
|
99
|
|
|
4
|
%
|
|
2017
|
|
12
|
|
|
2,487
|
|
|
4
|
%
|
|
102
|
|
|
4
|
%
|
|
2018
|
|
17
|
|
|
5,308
|
|
|
9
|
%
|
|
310
|
|
|
13
|
%
|
|
2019
|
|
12
|
|
|
5,254
|
|
|
9
|
%
|
|
250
|
|
|
11
|
%
|
|
2020
|
|
6
|
|
|
688
|
|
|
1
|
%
|
|
22
|
|
|
1
|
%
|
|
2021
|
|
12
|
|
|
2,477
|
|
|
4
|
%
|
|
95
|
|
|
4
|
%
|
|
2022
|
|
19
|
|
|
6,083
|
|
|
11
|
%
|
|
180
|
|
|
8
|
%
|
|
Thereafter
|
|
23
|
|
|
18,278
|
|
|
32
|
%
|
|
716
|
|
|
29
|
%
|
|
Total
|
|
210
|
|
|
$
|
57,542
|
|
|
100
|
%
|
|
2,382
|
|
|
100
|
%
|
Notes:
|
|
(1)
|
Base rents do not include percentage rents, additional rents for property expense reimbursements, nor contractual rent escalations.
|
(2)
|
The 106 leases scheduled to expire during 2013 are for tenants at 32 properties located in 25 markets. No single market represents a material amount of exposure to the Company as it relates to the rents from these leases. Given the diversity of these markets, properties and characteristics of the individual spaces, the Company cannot make any general representations as it relates to the expiring rents and the rates for which these spaces may be re-leased.
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total
Represented by Region |
||||||||||
Region
|
|
GLA (1)
|
|
Occupied %
(2) |
|
Annualized
Base Rent (2) |
|
Annualized Base
Rent per Occupied Square Foot |
|
GLA
|
|
Annualized
Base Rent |
||||||||
Core Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York Region
|
|
1,271
|
|
|
91
|
%
|
|
$
|
27,587
|
|
|
$
|
23.91
|
|
|
24
|
%
|
|
33
|
%
|
New England
|
|
1,251
|
|
|
96
|
%
|
|
11,518
|
|
|
10.41
|
|
|
23
|
%
|
|
14
|
%
|
||
Midwest
|
|
894
|
|
|
93
|
%
|
|
17,827
|
|
|
21.51
|
|
|
17
|
%
|
|
22
|
%
|
||
Mid-Atlantic
|
|
1,903
|
|
|
96
|
%
|
|
25,939
|
|
|
15.57
|
|
|
36
|
%
|
|
31
|
%
|
||
Total Core Operating Properties
|
|
5,319
|
|
|
94
|
%
|
|
$
|
82,871
|
|
|
$
|
17.43
|
|
|
100
|
%
|
|
100
|
%
|
Redevelopment Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York Region
|
|
10
|
|
|
53
|
%
|
|
1,246
|
|
|
264.56
|
|
|
100
|
%
|
|
100
|
%
|
||
Total Core Redevelopment Properties
|
|
10
|
|
|
53
|
%
|
|
$
|
1,246
|
|
|
$
|
264.56
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Opportunity Fund Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York Region
|
|
1,317
|
|
|
92
|
%
|
|
$
|
30,373
|
|
|
$
|
24.99
|
|
|
52
|
%
|
|
58
|
%
|
New England
|
|
257
|
|
|
76
|
%
|
|
4,842
|
|
|
24.89
|
|
|
10
|
%
|
|
9
|
%
|
||
Midwest
|
|
168
|
|
|
70
|
%
|
|
4,711
|
|
|
39.74
|
|
|
7
|
%
|
|
9
|
%
|
||
Mid-Atlantic
|
|
584
|
|
|
96
|
%
|
|
4,279
|
|
|
7.66
|
|
|
23
|
%
|
|
8
|
%
|
||
Southeast
|
|
116
|
|
|
73
|
%
|
|
8,207
|
|
|
97.10
|
|
|
4
|
%
|
|
15
|
%
|
||
Other
|
|
98
|
|
|
69
|
%
|
|
302
|
|
|
4.48
|
|
|
4
|
%
|
|
1
|
%
|
||
Total Opportunity Fund Operating
Properties |
|
2,540
|
|
|
89
|
%
|
|
$
|
52,714
|
|
|
$
|
23.54
|
|
|
100
|
%
|
|
100
|
%
|
Redevelopment Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New York Region
|
|
241
|
|
|
36
|
%
|
|
$
|
573
|
|
|
$
|
6.55
|
|
|
98
|
%
|
|
76
|
%
|
Mid-Atlantic
|
|
5
|
|
|
100
|
%
|
|
177
|
|
|
36.14
|
|
|
2
|
%
|
|
24
|
%
|
||
Total Opportunity Fund Redevelopment Properties
|
|
246
|
|
|
37
|
%
|
|
$
|
750
|
|
|
$
|
8.13
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
|
|
|
|
|
(1) Property GLA includes a total of 255,000 square feet, which is not owned by us. This square footage has been excluded for calculating annualized base rent per square foot.
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(2) The above occupancy and rent amounts do not include space that is currently leased, but for which payment of rent had not commenced as of December 31, 2012.
|
Quarter Ended
|
|
|
|
|
|
Dividend
|
||||||
2012
|
|
High
|
|
Low
|
|
Per Share
|
||||||
March 31, 2012
|
|
$
|
22.94
|
|
|
$
|
19.39
|
|
|
$
|
0.1800
|
|
June 30, 2012
|
|
23.51
|
|
|
21.49
|
|
|
0.1800
|
|
|||
September 30, 2012
|
|
26.05
|
|
|
23.00
|
|
|
0.1800
|
|
|||
December 31, 2012
|
|
25.91
|
|
|
23.91
|
|
|
0.1800
|
|
|||
2011
|
|
|
|
|
|
|
|
|
|
|||
March 31, 2011
|
|
$
|
19.80
|
|
|
$
|
17.86
|
|
|
$
|
0.1800
|
|
June 30, 2011
|
|
20.99
|
|
|
18.63
|
|
|
0.1800
|
|
|||
September 30, 2011
|
|
21.97
|
|
|
17.82
|
|
|
0.1800
|
|
|||
December 31, 2011
|
|
20.72
|
|
|
17.85
|
|
|
0.1800
|
|
|
|
Equity Compensation Plan Information
|
|
|
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
|
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
|
Weighted - average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
||||
Equity compensation plans approved by security holders
|
|
137,647
|
|
|
$
|
18.71
|
|
|
1,910,942
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
137,647
|
|
|
$
|
18.71
|
|
|
1,910,942
|
|
|
|
|
|
Outstanding Common Shares as of December 31, 2012
|
52,482,598
|
|
Outstanding OP Units as of December 31, 2012
|
452,454
|
|
Total Outstanding Common Shares and OP Units
|
52,935,052
|
|
|
|
|
Common Shares and OP Units pursuant to the 1999 and 2003 Plans
|
5,193,681
|
|
Common Shares pursuant to the Amended 2006 Plan
|
2,100,000
|
|
Total Common Shares available under equity compensation plans
|
7,293,681
|
|
|
|
|
Less: Issuance of Restricted Shares and LTIP Units Granted
|
(2,607,220
|
)
|
Issuance of Options Granted
|
(2,775,519
|
)
|
Number of Common Shares remaining available
|
1,910,942
|
|
|
|
Period Ended
|
||||||||||||||||||||||
Index
|
|
12/31/07
|
|
|
12/31/08
|
|
|
12/31/09
|
|
|
12/31/10
|
|
|
12/31/11
|
|
|
12/31/12
|
|
||||||
Acadia Realty Trust
|
|
$
|
100.00
|
|
|
$
|
60.70
|
|
|
$
|
75.84
|
|
|
$
|
85.33
|
|
|
$
|
97.78
|
|
|
$
|
125.50
|
|
Russell 2000
|
|
100.00
|
|
|
66.21
|
|
|
84.20
|
|
|
106.82
|
|
|
102.36
|
|
|
119.09
|
|
||||||
NAREIT All Equity REIT Index
|
|
100.00
|
|
|
62.27
|
|
|
79.70
|
|
|
101.98
|
|
|
110.42
|
|
|
132.18
|
|
||||||
SNL REIT Retail Shopping Ctr Index
|
|
100.00
|
|
|
60.20
|
|
|
59.43
|
|
|
77.15
|
|
|
74.94
|
|
|
94.62
|
|
|
|
Years ended December 31,
|
||||||||||||||||||
(dollars in thousands, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
134,425
|
|
|
$
|
115,078
|
|
|
$
|
116,390
|
|
|
$
|
120,052
|
|
|
$
|
89,053
|
|
Operating expenses, excluding depreciation and reserves
|
|
66,232
|
|
|
57,354
|
|
|
53,723
|
|
|
57,042
|
|
|
51,448
|
|
|||||
Interest expense
|
|
28,768
|
|
|
29,632
|
|
|
34,414
|
|
|
29,013
|
|
|
26,369
|
|
|||||
Depreciation and amortization
|
|
32,931
|
|
|
25,672
|
|
|
23,419
|
|
|
23,421
|
|
|
19,651
|
|
|||||
Gain on sale of land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
763
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
|
550
|
|
|
1,555
|
|
|
12,450
|
|
|
(1,334
|
)
|
|
16,487
|
|
|||||
Gain (loss) on sale of unconsolidated affiliates
|
|
3,061
|
|
|
—
|
|
|
(1,479
|
)
|
|
(195
|
)
|
|
3,419
|
|
|||||
Impairment of investment in unconsolidated affiliate
|
|
(2,032
|
)
|
|
—
|
|
|
—
|
|
|
(3,768
|
)
|
|
—
|
|
|||||
Reserve for notes receivable
|
|
(405
|
)
|
|
—
|
|
|
—
|
|
|
(1,734
|
)
|
|
(4,392
|
)
|
|||||
Other interest income
|
|
148
|
|
|
276
|
|
|
406
|
|
|
638
|
|
|
3,344
|
|
|||||
Gain from bargain purchase
|
|
—
|
|
|
—
|
|
|
33,805
|
|
|
—
|
|
|
—
|
|
|||||
Gain on involuntary conversion of asset
|
|
2,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
(Loss) gain on debt extinguishment
|
|
(198
|
)
|
|
1,268
|
|
|
—
|
|
|
7,057
|
|
|
1,523
|
|
|||||
Income tax benefit (provision)
|
|
568
|
|
|
(461
|
)
|
|
(2,869
|
)
|
|
(1,539
|
)
|
|
(3,362
|
)
|
|||||
Income from continuing operations
|
|
10,554
|
|
|
5,058
|
|
|
47,147
|
|
|
9,701
|
|
|
9,367
|
|
|||||
Income from discontinued operations
|
|
79,382
|
|
|
48,657
|
|
|
3,520
|
|
|
3,005
|
|
|
28,070
|
|
|||||
Net income
|
|
89,936
|
|
|
53,715
|
|
|
50,667
|
|
|
12,706
|
|
|
37,437
|
|
|||||
Loss (income) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Continuing operations
|
|
13,480
|
|
|
13,655
|
|
|
(18,914
|
)
|
|
18,384
|
|
|
4,465
|
|
|||||
Discontinued operations
|
|
(63,710
|
)
|
|
(15,815
|
)
|
|
(1,696
|
)
|
|
43
|
|
|
(16,834
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
(50,230
|
)
|
|
(2,160
|
)
|
|
(20,610
|
)
|
|
18,427
|
|
|
(12,369
|
)
|
|||||
Net income attributable to Common Shareholders
|
|
$
|
39,706
|
|
|
$
|
51,555
|
|
|
$
|
30,057
|
|
|
$
|
31,133
|
|
|
$
|
25,068
|
|
Supplemental Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations attributable to Common Shareholders
|
|
$
|
24,034
|
|
|
$
|
18,713
|
|
|
$
|
28,233
|
|
|
$
|
28,085
|
|
|
$
|
13,832
|
|
Income from discontinued operations attributable to Common Shareholders
|
|
15,672
|
|
|
32,842
|
|
|
1,824
|
|
|
3,048
|
|
|
11,236
|
|
|||||
Net income attributable to Common Shareholders
|
|
$
|
39,706
|
|
|
$
|
51,555
|
|
|
$
|
30,057
|
|
|
$
|
31,133
|
|
|
$
|
25,068
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
Income from discontinued operations
|
|
0.34
|
|
|
0.80
|
|
|
0.04
|
|
|
0.08
|
|
|
0.33
|
|
|||||
Basic earnings per share
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
|
$
|
0.73
|
|
|
$
|
0.81
|
|
|
$
|
0.74
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
|
$
|
0.73
|
|
|
$
|
0.41
|
|
Income from discontinued operations
|
|
0.34
|
|
|
0.80
|
|
|
0.04
|
|
|
0.08
|
|
|
0.33
|
|
|||||
Diluted earnings per share
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
|
$
|
0.73
|
|
|
$
|
0.81
|
|
|
$
|
0.74
|
|
Weighted average number of Common Shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
basic
|
|
45,854
|
|
|
40,697
|
|
|
40,136
|
|
|
38,005
|
|
|
33,813
|
|
|||||
diluted
|
|
46,335
|
|
|
40,986
|
|
|
40,406
|
|
|
38,242
|
|
|
34,293
|
|
|||||
Cash dividends declared per Common Share (1)
|
|
$
|
0.7200
|
|
|
$
|
0.7200
|
|
|
$
|
0.7200
|
|
|
$
|
0.7500
|
|
|
$
|
0.8951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
||||||||||||||||||
(dollars in thousands, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate before accumulated depreciation
|
|
$
|
1,495,742
|
|
|
$
|
1,098,761
|
|
|
$
|
950,710
|
|
|
$
|
817,170
|
|
|
$
|
727,519
|
|
Total assets
|
|
1,908,440
|
|
|
1,653,319
|
|
|
1,524,806
|
|
|
1,382,464
|
|
|
1,291,383
|
|
|||||
Total mortgage indebtedness
|
|
727,048
|
|
|
647,739
|
|
|
694,502
|
|
|
656,993
|
|
|
545,254
|
|
|||||
Total convertible notes payable
|
|
930
|
|
|
930
|
|
|
48,712
|
|
|
47,910
|
|
|
100,403
|
|
|||||
Total common shareholders’ equity
|
|
622,797
|
|
|
384,114
|
|
|
318,212
|
|
|
312,185
|
|
|
227,722
|
|
|||||
Noncontrolling interests
|
|
447,459
|
|
|
385,195
|
|
|
269,310
|
|
|
220,292
|
|
|
214,506
|
|
|||||
Total equity
|
|
1,070,256
|
|
|
769,309
|
|
|
587,522
|
|
|
532,477
|
|
|
442,228
|
|
|||||
OTHER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Funds from Operations (2)
|
|
48,827
|
|
|
42,913
|
|
|
50,440
|
|
|
49,613
|
|
|
37,964
|
|
|||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating activities
|
|
59,672
|
|
|
66,332
|
|
|
44,377
|
|
|
47,462
|
|
|
66,517
|
|
|||||
Investing activities
|
|
(136,745
|
)
|
|
(153,157
|
)
|
|
(60,745
|
)
|
|
(123,380
|
)
|
|
(302,265
|
)
|
|||||
Financing activities
|
|
79,074
|
|
|
56,045
|
|
|
43,152
|
|
|
83,035
|
|
|
199,096
|
|
Notes:
|
|
|
(1
|
)
|
In addition to the $0.8951 cash dividends declared in 2008, we declared a Common Share dividend of $0.4949.
|
(2
|
)
|
The Company considers funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and net property operating income (“NOI”) to be appropriate supplemental disclosures of operating performance for an equity REIT due to their widespread acceptance and use within the REIT and analyst communities. FFO and NOI are presented to assist investors in analyzing the performance of the Company. They are helpful as they exclude various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. In addition, NOI excludes interest expense. The Company's method of calculating FFO and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating the Company's performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, the Company defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. During 2012, NAREIT issued a clarification to the definition of FFO whereby impairment charges for depreciable real estate are to be excluded in the calculation of FFO. Accordingly, 2011 FFO has been restated to exclude an impairment charge of $2.6 million.
|
•
|
Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas and create value through accretive redevelopment and re-anchoring activities coupled with the acquisition of high-quality assets that have the long-term potential to outperform the asset class as part of our Core asset recycling and acquisition initiative.
|
•
|
Generate additional external growth through an opportunistic yet disciplined acquisition program through our Opportunity Funds. We target transactions with high inherent opportunity for the creation of additional value through:
|
◦
|
value-add investments in high-quality urban and/or street retail properties with re-tenanting or repositioning opportunities,
|
◦
|
opportunistic acquisitions of well-located real-estate anchored by distressed retailers or by motivated sellers and
|
◦
|
opportunistic purchases of debt which may include restructuring.
|
•
|
Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.
|
Revenues
|
|
2012
|
|
2011
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Rental income
|
|
$
|
57.2
|
|
|
$
|
42.5
|
|
|
$
|
—
|
|
|
$
|
45.9
|
|
|
$
|
34.2
|
|
|
$
|
—
|
|
Interest income
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
||||||
Expense reimbursements
|
|
13.3
|
|
|
11.1
|
|
|
—
|
|
|
11.5
|
|
|
9.6
|
|
|
—
|
|
||||||
Management fee income (1)
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Other
|
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|
0.5
|
|
|
0.3
|
|
|
—
|
|
||||||
Total revenues
|
|
$
|
70.6
|
|
|
$
|
54.4
|
|
|
$
|
9.4
|
|
|
$
|
57.9
|
|
|
$
|
44.1
|
|
|
$
|
13.1
|
|
(1)
|
Includes fees earned by us as general partner or managing member of the Opportunity Funds that are eliminated in consolidation and adjusts the loss (income) attributable to noncontrolling interests. The balance reflected in the table represents third party fees that are not eliminated in consolidation. Reference is made to Note 3 of the Notes to Consolidated Financial Statements for an overview of our four reportable segments.
|
Operating Expenses
|
|
2012
|
|
2011
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Property operating
|
|
$
|
9.6
|
|
|
$
|
15.1
|
|
|
$
|
(2.8
|
)
|
|
$
|
7.7
|
|
|
$
|
12.2
|
|
|
$
|
(2.4
|
)
|
Other operating
|
|
2.1
|
|
|
2.1
|
|
|
(0.2
|
)
|
|
0.8
|
|
|
0.7
|
|
|
(0.1
|
)
|
||||||
Real estate taxes
|
|
10.0
|
|
|
8.8
|
|
|
—
|
|
|
8.6
|
|
|
6.7
|
|
|
—
|
|
||||||
General and administrative
|
|
22.8
|
|
|
14.4
|
|
|
(15.7
|
)
|
|
24.2
|
|
|
16.7
|
|
|
(17.8
|
)
|
||||||
Depreciation and amortization
|
|
18.3
|
|
|
15.6
|
|
|
(1.0
|
)
|
|
14.2
|
|
|
12.4
|
|
|
(0.9
|
)
|
||||||
Reserve for notes receivable
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total operating expenses
|
|
$
|
62.8
|
|
|
$
|
56.0
|
|
|
$
|
(19.3
|
)
|
|
$
|
55.5
|
|
|
$
|
48.7
|
|
|
$
|
(21.2
|
)
|
Other
|
|
2012
|
|
2011
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Equity in earnings of unconsolidated affiliates
|
|
$
|
0.3
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Other interest income
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Gain on involuntary conversion of asset
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Loss) gain on debt extinguishment
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||||
Interest and other finance expense
|
|
(15.2
|
)
|
|
(12.9
|
)
|
|
(0.6
|
)
|
|
(16.0
|
)
|
|
(12.7
|
)
|
|
(1.0
|
)
|
||||||
Income tax (provision) benefit
|
|
(0.2
|
)
|
|
0.8
|
|
|
—
|
|
|
(1.1
|
)
|
|
0.6
|
|
|
—
|
|
||||||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
79.4
|
|
|
—
|
|
|
—
|
|
|
48.7
|
|
||||||
(Loss) income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
- Continuing operations
|
|
(0.3
|
)
|
|
13.7
|
|
|
—
|
|
|
(0.3
|
)
|
|
13.9
|
|
|
—
|
|
||||||
- Discontinued operations
|
|
—
|
|
|
—
|
|
|
(63.8
|
)
|
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
Revenues
|
|
2011
|
|
2010
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Rental income
|
|
$
|
45.9
|
|
|
$
|
34.2
|
|
|
$
|
—
|
|
|
$
|
44.6
|
|
|
$
|
30.5
|
|
|
$
|
—
|
|
Interest income
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
|
19.2
|
|
||||||
Expense reimbursements
|
|
11.5
|
|
|
9.6
|
|
|
—
|
|
|
11.9
|
|
|
8.0
|
|
|
—
|
|
||||||
Lease termination income
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
|
|
||||||
Management fee income (1)
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Other
|
|
0.4
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
||||||
Total revenues
|
|
$
|
57.9
|
|
|
$
|
44.1
|
|
|
$
|
13.1
|
|
|
$
|
57.1
|
|
|
$
|
38.7
|
|
|
$
|
20.6
|
|
(1)
|
Includes fees earned by us as general partner or managing member of the Opportunity Funds that are eliminated in consolidation and adjusts the loss (income) attributable to noncontrolling interests. The balance reflected in the table represents third party fees that are not eliminated in consolidation. Reference is made to Note 3 in the Notes to Consolidated Financial Statements for an overview of our four reportable segments.
|
Operating Expenses
|
|
2011
|
|
2010
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Property operating
|
|
$
|
7.7
|
|
|
$
|
12.2
|
|
|
$
|
(2.4
|
)
|
|
$
|
9.1
|
|
|
$
|
12.0
|
|
|
$
|
(1.6
|
)
|
Other operating
|
|
0.8
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Real estate taxes
|
|
8.6
|
|
|
6.7
|
|
|
—
|
|
|
8.2
|
|
|
5.8
|
|
|
—
|
|
||||||
General and administrative
|
|
24.2
|
|
|
16.7
|
|
|
(17.8
|
)
|
|
22.4
|
|
|
13.6
|
|
|
(15.8
|
)
|
||||||
Depreciation and amortization
|
|
14.2
|
|
|
12.4
|
|
|
(0.9
|
)
|
|
13.8
|
|
|
10.1
|
|
|
(0.5
|
)
|
||||||
Total operating expenses
|
|
$
|
55.5
|
|
|
$
|
48.7
|
|
|
$
|
(21.2
|
)
|
|
$
|
53.5
|
|
|
$
|
41.5
|
|
|
$
|
(17.9
|
)
|
Other
|
|
2011
|
|
2010
|
||||||||||||||||||||
(dollars in millions)
|
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
|
Core
Portfolio |
|
Opportunity
Funds |
|
Notes
Receivable and Other |
||||||||||||
Equity in earnings of unconsolidated affiliates
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
Other interest income
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Gain on debt extinguishment
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain from bargain purchase
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.8
|
|
|
—
|
|
||||||
Interest and other finance expense
|
|
(16.0
|
)
|
|
(12.7
|
)
|
|
(1.0
|
)
|
|
(18.0
|
)
|
|
(16.8
|
)
|
|
0.4
|
|
||||||
Income tax provision
|
|
(1.1
|
)
|
|
0.6
|
|
|
—
|
|
|
(3.2
|
)
|
|
0.4
|
|
|
—
|
|
||||||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
48.7
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||||
(Loss) income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
- Continuing operations
|
|
(0.3
|
)
|
|
13.9
|
|
|
—
|
|
|
(0.3
|
)
|
|
(18.7
|
)
|
|
—
|
|
||||||
- Discontinued operations
|
|
—
|
|
|
—
|
|
|
(15.8
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
(dollars in millions)
|
|
Year Ended December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Operating Income
|
|
$
|
34.9
|
|
|
$
|
32.0
|
|
Add back:
|
|
|
|
|
||||
General and administrative
|
|
21.5
|
|
|
23.0
|
|
||
Depreciation and amortization
|
|
32.9
|
|
|
25.7
|
|
||
Impairment of asset
|
|
0.4
|
|
|
—
|
|
||
Less:
|
|
|
|
|
||||
Management fee income
|
|
(1.4
|
)
|
|
(1.7
|
)
|
||
Interest income
|
|
(7.9
|
)
|
|
(11.4
|
)
|
||
Straight-line rent and other adjustments
|
|
(10.3
|
)
|
|
(6.6
|
)
|
||
Consolidated NOI
|
|
70.1
|
|
|
61.0
|
|
||
|
|
|
|
|
||||
Noncontrolling interest in NOI
|
|
(9.3
|
)
|
|
(8.9
|
)
|
||
Operating Partnership's interest in Opportunity Funds
|
|
(7.2
|
)
|
|
(7.5
|
)
|
||
NOI - Core Portfolio
|
|
$
|
53.6
|
|
|
$
|
44.6
|
|
|
|
Year Ended December 31,
|
||||||
(dollars in millions)
|
|
2012
|
|
2011
|
||||
NOI
|
|
$
|
53.6
|
|
|
$
|
44.6
|
|
Less properties excluded from Same Store NOI
|
|
(13.3
|
)
|
|
(5.7
|
)
|
||
Same Store NOI
|
|
$
|
40.3
|
|
|
$
|
38.9
|
|
|
|
|
|
|
||||
Percent change from historic period
|
|
3.7
|
%
|
|
|
|||
|
|
|
|
|
||||
Components of Same Store NOI
|
|
|
|
|
||||
Same Store Revenues
|
|
$
|
57.9
|
|
|
$
|
56.5
|
|
Same Store Operating Expenses
|
|
17.6
|
|
|
17.6
|
|
||
Same Store NOI
|
|
$
|
40.3
|
|
|
$
|
38.9
|
|
|
Year Ended
|
||||||
|
December 31, 2012
|
||||||
Core Portfolio New and Renewal Leases
|
Cash Basis
|
|
Straight-Line Basis
|
||||
Number of new and renewal leases executed
|
55
|
|
|
55
|
|
||
Gross leasable area
|
315,431
|
|
|
315,431
|
|
||
New base rent
|
$
|
16.56
|
|
|
$
|
17.16
|
|
Previous base rent
|
$
|
16.71
|
|
|
$
|
16.16
|
|
Percent growth in base rent
|
(0.9
|
)%
|
|
6.2
|
%
|
||
Average cost per square foot (1)
|
$
|
7.07
|
|
|
$
|
7.07
|
|
Weighted average lease term (years)
|
5.5
|
|
|
5.5
|
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net income attributable to Common Shareholders
|
|
$
|
39,706
|
|
|
$
|
51,555
|
|
|
$
|
30,057
|
|
|
$
|
31,133
|
|
|
$
|
25,068
|
|
Depreciation of real estate and amortization of leasing costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated affiliates, net of noncontrolling interests’ share
|
|
23,090
|
|
|
18,274
|
|
|
18,445
|
|
|
18,847
|
|
|
18,519
|
|
|||||
Unconsolidated affiliates
|
|
1,581
|
|
|
1,549
|
|
|
1,561
|
|
|
1,604
|
|
|
1,687
|
|
|||||
Income attributable to noncontrolling interests in operating partnership (1)
|
|
510
|
|
|
635
|
|
|
377
|
|
|
464
|
|
|
437
|
|
|||||
Gain on sale of properties (net of noncontrolling interests’ share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated affiliates
|
|
(15,451
|
)
|
|
(31,716
|
)
|
|
—
|
|
|
(2,435
|
)
|
|
(7,182
|
)
|
|||||
Unconsolidated affiliates
|
|
(609
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(565
|
)
|
|||||
Impairment of asset
|
|
—
|
|
|
2,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Funds from operations (2)
|
|
$
|
48,827
|
|
|
$
|
42,913
|
|
|
$
|
50,440
|
|
|
$
|
49,613
|
|
|
$
|
37,964
|
|
Funds From Operations per Share - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of Common Shares and OP Units
|
|
46,940
|
|
|
41,467
|
|
|
40,876
|
|
|
38,913
|
|
|
34,940
|
|
|||||
Funds from operations, per share
|
|
$
|
1.04
|
|
|
$
|
1.04
|
|
|
$
|
1.23
|
|
|
$
|
1.28
|
|
|
$
|
1.09
|
|
Notes:
|
|
|
(1
|
)
|
Represents income attributable to Common OP Units and does not include distributions paid to Series A and B Preferred OP Unitholders.
|
|
|
|
(2
|
)
|
We consider funds from operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and net property operating income ("NOI") to be an appropriate supplemental disclosure of operating performance for an equity REIT due to its widespread acceptance and use within the REIT and analyst communities. FFO and NOI are presented to assist investors in analyzing our performance. They are helpful as they exclude various items included in net income that are not indicative of the operating performance, such as gains (losses) from sales of depreciated property, depreciation and amortization, and impairment of depreciable real estate. In addition, NOI excludes interest expense. Our method of calculating FFO and NOI may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. FFO does not represent cash generated from operations as defined by generally accepted accounting principles (“GAAP”) and is not indicative of cash available to fund all cash needs, including distributions. It should not be considered as an alternative to net income for the purpose of evaluating our performance or to cash flows as a measure of liquidity. Consistent with the NAREIT definition, we define FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales of depreciated property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. During 2012 NAREIT issued a clarification to the definition of FFO whereby impairment charges for depreciable real estate are to be excluded in the calculation of FFO. Accordingly, 2011 FFO has been restated to exclude an impairment charge of $2.6 million.
|
|
|
(dollars in millions)
Borrower |
|
Total
available credit facilities |
|
Amount
borrowed as of December 31, 2011 |
|
Net
borrowings (repayments) during the year ended December 31, 2012 |
|
Amount
borrowed as of December 31, 2012 |
|
Letters
of credit outstanding as of December 31, 2012 |
|
Amount available
under credit facilities as of December 31, 2012 |
||||||||||||
Acadia Realty, LP
|
|
$
|
64.5
|
|
|
$
|
1.0
|
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64.5
|
|
Fund II
|
|
—
|
|
|
40.0
|
|
|
(40.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fund III
|
|
—
|
|
|
136.1
|
|
|
(136.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fund IV
|
|
150.0
|
|
|
—
|
|
|
93.1
|
|
|
93.1
|
|
|
—
|
|
|
56.9
|
|
||||||
Total
|
|
$
|
214.5
|
|
|
$
|
177.1
|
|
|
$
|
(84.0
|
)
|
|
$
|
93.1
|
|
|
$
|
—
|
|
|
$
|
121.4
|
|
|
|
Payments due by period
|
||||||||||||||||||
Contractual obligations:
|
|
Total
|
|
Less than
1 year |
|
1 to 3
years |
|
3 to 5
years |
|
More than
5 years |
||||||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Future debt maturities
|
|
$
|
728.1
|
|
|
$
|
109.0
|
|
|
$
|
381.5
|
|
|
$
|
197.6
|
|
|
$
|
40.0
|
|
Interest obligations on debt
|
|
94.1
|
|
|
28.9
|
|
|
45.9
|
|
|
14.2
|
|
|
5.1
|
|
|||||
Operating lease obligations
|
|
145.7
|
|
|
4.3
|
|
|
8.5
|
|
|
6.5
|
|
|
126.4
|
|
|||||
Construction commitments (1)
|
|
92.7
|
|
|
92.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
1,060.6
|
|
|
$
|
234.9
|
|
|
$
|
435.9
|
|
|
$
|
218.3
|
|
|
$
|
171.5
|
|
Note:
|
|
|
|
|
|
|
|
|
|
|
(1) In conjunction with the redevelopment of our Core Portfolio and Opportunity Fund properties, we have entered into construction commitments with general contractors. We intend to fund these requirements with existing liquidity.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
Variance
|
||||||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|||
Net cash provided by operating activities
|
|
$
|
59.7
|
|
|
$
|
66.3
|
|
|
$
|
(6.6
|
)
|
Net cash used in investing activities
|
|
(136.7
|
)
|
|
(153.2
|
)
|
|
16.5
|
|
|||
Net cash provided by financing activities
|
|
79.0
|
|
|
56.1
|
|
|
22.9
|
|
|||
Total
|
|
$
|
2.0
|
|
|
$
|
(30.8
|
)
|
|
$
|
32.8
|
|
•
|
Insurance proceeds received in 2011 related to the flood damage at the Mark Plaza shopping center and the redeployment of these proceeds in the restoration of the property during 2012
|
•
|
A decrease in distributions of $2.6 million related to our RCP investment in Albertson's during 2012
|
•
|
Additional rents from Core Portfolio and Opportunity Fund acquisitions
|
•
|
An increase of $356.4 million in proceeds from the sale of the Self-Storage Portfolio and Canarsie Plaza during 2012
|
•
|
An increase of $18.0 million in return of capital from unconsolidated affiliates related to the sale of the White Oak Shopping Center and the refinancing of our investment in Georgetown, D.C.
|
•
|
An increase of $125.5 million used for the acquisition of real estate in 2012
|
•
|
An increase of $20.0 million in expenditures for redevelopment and tenant installations during 2012
|
•
|
An increase of $105.9 million in investments and advances to unconsolidated affiliates during 2012 related to the acquisitions of Fund IV's Lincoln Road and 1701 Belmont Avenue
|
•
|
An increase of $74.3 million in advances of notes receivable during 2012
|
•
|
A decrease of $31.1 million from the collection of notes receivable during 2012
|
•
|
An increase of $288.9 million in mortgage debt proceeds during 2012
|
•
|
An increase of $178.8 million in cash from the issuance of Common Shares, net of costs during 2012
|
•
|
An additional $54.3 million in contributions from noncontrolling interests during 2012
|
•
|
An additional $49.0 million in principal payments on convertible notes during 2011
|
•
|
An increase of $387.7 million in principal payments on mortgage notes during 2012
|
•
|
An increase of $153.2 million in distributions to noncontrolling interests during 2012
|
Year
|
|
Scheduled
amortization |
|
Maturities
|
|
Total
|
|
Weighted average
interest rate |
||||||
2013
|
|
$
|
6.9
|
|
|
$
|
102.1
|
|
|
$
|
109.0
|
|
|
4.4%
|
2014
|
|
6.8
|
|
|
49.4
|
|
|
56.2
|
|
|
5.6%
|
|||
2015
|
|
6.1
|
|
|
319.2
|
|
|
325.3
|
|
|
2.7%
|
|||
2016
|
|
2.2
|
|
|
114.2
|
|
|
116.4
|
|
|
5.7%
|
|||
2017
|
|
1.1
|
|
|
80.1
|
|
|
81.2
|
|
|
5.7%
|
|||
Thereafter
|
|
2.4
|
|
|
37.6
|
|
|
40.0
|
|
|
2.2%
|
|||
|
|
$
|
25.5
|
|
|
$
|
702.6
|
|
|
$
|
728.1
|
|
|
|
Year
|
|
Scheduled
amortization |
|
Maturities
|
|
Total
|
|
Weighted average
interest rate |
||||||
2013
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
n/a
|
2014
|
|
1.0
|
|
|
31.6
|
|
|
32.6
|
|
|
5.5%
|
|||
2015
|
|
0.3
|
|
|
3.9
|
|
|
4.2
|
|
|
3.7%
|
|||
2016
|
|
0.2
|
|
|
36.9
|
|
|
37.1
|
|
|
6.0%
|
|||
2017
|
|
0.3
|
|
|
6.0
|
|
|
6.3
|
|
|
2.8%
|
|||
Thereafter
|
|
2.1
|
|
|
6.3
|
|
|
8.4
|
|
|
4.7%
|
|||
|
|
$
|
4.9
|
|
|
$
|
84.7
|
|
|
$
|
89.6
|
|
|
|
•
|
“PROPOSAL 1 — ELECTION OF TRUSTEES”
|
•
|
“MANAGEMENT”
|
•
|
“SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE”
|
•
|
“ACADIA REALTY TRUST COMPENSATION COMMITTEE REPORT”
|
•
|
“COMPENSATION DISCUSSION AND ANALYSIS”
|
•
|
“EXECUTIVE AND TRUSTEE COMPENSATION”
|
•
|
“COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION”
|
•
|
“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”
|
•
|
“PROPOSAL 1 — ELECTION OF TRUSTEES—Trustee Independence”
|
|
|
ACADIA REALTY TRUST
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Kenneth F. Bernstein
|
|
|
Kenneth F. Bernstein
|
|
|
Chief Executive Officer,
|
|
|
President and Trustee
|
|
|
|
|
By:
|
/s/ Jonathan W. Grisham
|
|
|
Jonathan W. Grisham
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
By:
|
/s/ Richard Hartmann
|
|
|
Richard Hartmann
|
|
|
Senior Vice President and
|
|
|
Chief Accounting Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kenneth F. Bernstein
(Kenneth F. Bernstein)
|
|
Chief Executive Officer,
President and Trustee
(Principal Executive Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Jonathan W. Grisham
(Jonathan W. Grisham)
|
|
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Richard Hartmann
(Richard Hartmann)
|
|
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Douglas Crocker II
(Douglas Crocker II)
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Lorrence T. Kellar
(Lorrence T. Kellar)
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Wendy Luscombe
(Wendy Luscombe)
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ William T. Spitz
(William T. Spitz)
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Lee S. Wielansky
(Lee S. Wielansky)
|
|
Trustee
|
|
February 27, 2013
|
Exhibit No.
|
Description
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3.1
|
Declaration of Trust of the Company (1)
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3.2
|
First Amendment to Declaration of Trust of the Company (1)
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3.3
|
Second Amendment to Declaration of Trust of the Company (1)
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3.4
|
Third Amendment to Declaration of Trust of the Company (1)
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3.5
|
Fourth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.1 (a) to Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1998.)
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3.6
|
Fifth Amendment to Declaration of Trust (incorporated by reference to the copy thereof filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2009.)
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3.7
|
Amended and Restated Bylaws of the Company ( incorporated by reference to the copy thereof filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2005.)
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3.8
|
First Amendment the Amended and Restated Bylaws of the Company (incorporated by reference to the copy thereof filed as Exhibit 3.5 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2009.)
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4.1
|
Voting Trust Agreement between the Company and Yale University dated February 27, 2002 (incorporated by reference to the copy thereof filed as Exhibit 99.1 to Yale University's Schedule 13D filed on September 25, 2002.)
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10.1
|
1999 Share Incentive Plan (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed on September 28, 1999.(2)
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10.2
|
2003 Share Incentive Plan (incorporated by reference to the copy thereof filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 29, 2003.) (2)
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10.3
|
Acadia Realty Trust 1999 Share Incentive Plan and 2003 Share Incentive Plan Deferral and Distribution Election Form (incorporated by reference to the copy thereof filed as Exhibit 10.45 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2004.) (2)
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10.4
|
Amended and Restated Acadia Realty Trust 2006 Share Incentive Plan (incorporated by reference to the copy thereof filed as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 5, 2012.) (2)
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10.5
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Certain information regarding the compensation arrangements with certain officers of registrant (incorporated by reference to the copy thereof filed as to Item 5.02 of the registrant's Form 8-K filed with the SEC on February 4, 2008.)
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10.6
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Description of Long Term Investment Alignment Program (incorporated by reference to the copy thereof filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2009.)
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10.7
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Form of Share Award Agreement (incorporated by reference to the copy thereof filed as Exhibit 99.1 to the Company's Current Report on Form S-8 filed on July 2, 2003.) (2)
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10.8
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Registration Rights and Lock-Up Agreement (RD Capital Transaction) (incorporated by reference to the copy thereof filed as Exhibit 99.1 (a) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)
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10.9
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Registration Rights and Lock-Up Agreement (Pacesetter Transaction) (incorporated by reference to the copy thereof filed as Exhibit 99.1 (b) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)
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10.10
|
Form of Registration Rights Agreement and Lock-Up Agreement (incorporated by reference to the copy thereof filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003.)
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10.11
|
Contribution and Share Purchase Agreement dated as of April 15, 1998 among Mark Centers Trust, Mark Centers Limited Partnership, the Contributing Owners and Contributing Entities named therein, RD Properties, L.P. VI, RD Properties, L.P. VIA and RD Properties, L.P. VIB (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Form 8-K filed on April 20, 1998.)
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10.12
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Agreement of Contribution among Acadia Realty Limited Partnership, Acadia Realty Trust and Klaff Realty, LP and Klaff Realty, Limited ( incorporated by reference to the copy thereof filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003.)
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10.13
|
Employment agreement between the Company and Kenneth F. Bernstein dated October 1998 (incorporated by reference to the copy thereof filed as Exhibit 10.34 to the Company's Annual Report on Form10-K filed for the fiscal year ended December 31, 1998.) (2)
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10.14
|
First Amendment to Employment Agreement between the Company and Kenneth Bernstein dated as of January 1, 2001 (incorporated by reference to the copy thereof filed as Exhibit 10.54 to Company's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2001.) (2)
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10.15
|
Fourth Amendment to employment agreement between the Company and Kenneth F. Bernstein dated January 19, 2007 (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 24, 2007.) (2)
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10.16
|
Fifth Amendment to Employment Agreement between the Company and Kenneth F. Bernstein dated August 5, 2008 (incorporated by reference to the copy thereof filed as Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2010.) (2)
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10.17
|
Sixth Amendment to the Employment Agreement between the Company and Kenneth F. Bernstein dated March 7, 2011 (incorporated by reference to the copy thereof filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on March 9, 2011.) (2)
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10.18
|
Letter of employment offer between the Company and Michael Nelsen, Sr. Vice President and Chief Financial Officer dated February 19, 2003 (incorporated by reference to the copy thereof filed as Exhibit 10.63 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2002.) (2)
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10.19
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Form of Amended and Restated Severance Agreement, dated June 12, 2008, that was entered into with each of Joel Braun, Executive Vice President and Chief Investment Officer; Michael Nelsen, Senior Vice President and Chief Financial Officer; Robert Masters, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary; and Joseph Hogan, Senior Vice President and Director of Construction (incorporated by reference to the copy thereof filed as Exhibit 10.1 to the Company's Form 8-K filed on June 12, 2008.) (2)
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10.20
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First Amendment to Severance Agreements between the Company and Joel Braun Executive Vice President and Chief Investment Officer, Michael Nelsen, Senior Vice President and Chief Financial Officer, Robert Masters, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary and Joseph Hogan, Senior Vice President and Director of Construction dated January 19, 2007 (incorporated by reference to the copy thereof filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to the Company's Current Report on Form 8-K filed on January 24, 2007.) (2)
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10.21
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Amended and Restated Severance Agreement, dated April 19, 2011, that was entered into with Christopher Conlon, Senior Vice President, Leasing and Development (incorporated by reference to the copy thereof filed as Exhibit 10.43 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2011.) (2)
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10.22
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Amended and Restated Loan Agreement among Acadia Cortlandt LLC and Bank of America, N.A., Note between Acadia Cortlandt LLC and Bank of America, N.A., Note Consolidation and Modification Agreement between Acadia Cortlandt LLC and Bank of America, N.A., Note between Acadia Cortlandt LLC and Bank of America, N.A., Mortgage Consolidation and Modification Agreement between Acadia Cortlandt LLC and Bank of America, N.A., Mortgage Security Agreement between Acadia Cortlandt LLC and Bank of America, N.A. and Amended and Restated Guaranty Agreement between Acadia Cortlandt LLC and Bank of America, N.A., all dated October 26, 2010 (incorporated by reference to the copy thereof filed as Exhibit 10.36 to the Company's Quarterly Report on Form 10-K filed for the year ended December 31, 2010.)
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10.23
|
Revolving Credit Agreement Dated as of November 21, 2012 by and among Acadia Strategic Opportunity Fund IV LLC as Borrower, Acadia Realty Acquisition IV LLC as Borrowers Managing Member, Acadia Realty Limited Partnership as Guarantor, Acadia Realty Trust as Guarantor General Partner, Acadia Investors IV Inc. as Pledgor and Bank of America, N.A. as Administrative Agent, Structuring Agent, Sole Bookrunner, Sole Lead Arranger, Letter of Credit Issuer, and Lender (1)
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10.24
|
Agreement and Plan Of Merger Dated as of December 22, 2005 by and among Acadia Realty Acquisition I, LLC, Ara Btc LLC, ARA MS LLC, ARA BS LLC, ARA BC LLC and ARA BH LLC, Acadia Investors, Inc., AII BTC LLC, AII MS LLC, AII BS LLC, AII BC LLC And AII BH LLC, Samuel Ginsburg 2000 Trust Agreement #1, Martin Ginsburg 2000 Trust Agreement #1, Martin Ginsburg, Samuel Ginsburg and Adam Ginsburg, and GDC SMG, LLC, GDC Beechwood, LLC, Aspen Cove Apartments, LLC and SMG Celebration, LLC (incorporated by reference to the copy thereof filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on January 4, 2006.)
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10.25
|
Purchase and Sale Agreement dated as of December 14, 2012, by and among Acadia Storage Company LLC, Acadia Storage Post Portfolio Company LLC, Acadia Suffern LLC, Acadia Atlantic Avenue LLC, Acadia Pelham Manor LLC and Acadia Liberty LLC, as Sellers and SP Holdings I LLC, as Purchaser (1)
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10.26
|
Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to the copy thereof filed as Exhibit 10.1 (c) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)
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10.27
|
First and Second Amendments to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to the copy thereof filed as Exhibit 10.1 (d) to the Company's Registration Statement on Form S-3 filed on March 3, 2000.)
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10.28
|
Third Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to the copy thereof filed as Exhibit 99.3 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003.)
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10.29
|
Fourth Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership ( incorporated by reference to the copy thereof filed as Exhibit 99.4 to the Company's Annual Report on Form 10-K filed for the fiscal year ended December 31, 2003.)
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21
|
List of Subsidiaries of Acadia Realty Trust (1)
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23.1
|
Consent of Registered Public Accounting Firm to incorporation by reference its reports into Forms S-3 and Forms S-8 (1)
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31.1
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Certification of 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 (1)
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31.2
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Certification of 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 (1)
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32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
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32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
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Notes:
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(1
|
)
|
Filed herewith.
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(2
|
)
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Management contract or compensatory plan or arrangement.
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(3
|
)
|
XBRL Interactive Data File will be filed by amendment to this Annual Report on Form 10-K within 30 days of the filing date of this Annual Report on Form 10-K, as permitted by Rule 405(a)(2)(ii) of Regulation S-T.
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|
|
Report of Independent Registered Public Accounting Firm
|
|
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Consolidated Balance Sheets as of December 31, 2012 and 2011
|
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Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010
|
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012, 2011 and 2010
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Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
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Notes to Consolidated Financial Statements
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Schedule III – Real Estate and Accumulated Depreciation
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December 31,
|
||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Operating real estate
|
|
|
|
|
|
|
||
Land
|
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$
|
293,691
|
|
|
$
|
176,278
|
|
Buildings and improvements
|
|
953,020
|
|
|
698,214
|
|
||
Construction in progress
|
|
2,429
|
|
|
5,885
|
|
||
|
|
1,249,140
|
|
|
880,377
|
|
||
Less: accumulated depreciation
|
|
187,029
|
|
|
160,541
|
|
||
Net operating real estate
|
|
1,062,111
|
|
|
719,836
|
|
||
Real estate under development
|
|
246,602
|
|
|
218,384
|
|
||
Notes receivable, net
|
|
129,278
|
|
|
59,989
|
|
||
Investments in and advances to unconsolidated affiliates
|
|
221,694
|
|
|
84,568
|
|
||
Cash and cash equivalents
|
|
91,813
|
|
|
89,812
|
|
||
Cash in escrow
|
|
18,934
|
|
|
20,482
|
|
||
Rents receivable, net
|
|
27,744
|
|
|
23,089
|
|
||
Deferred charges, net
|
|
26,777
|
|
|
19,608
|
|
||
Acquired lease intangibles, net
|
|
31,975
|
|
|
26,721
|
|
||
Prepaid expenses and other assets
|
|
29,241
|
|
|
25,572
|
|
||
Accounts receivable from related parties
|
|
210
|
|
|
1,375
|
|
||
Assets of discontinued operations
|
|
22,061
|
|
|
363,883
|
|
||
Total assets
|
|
$
|
1,908,440
|
|
|
$
|
1,653,319
|
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Mortgages payable
|
|
$
|
727,048
|
|
|
$
|
647,739
|
|
Convertible notes payable
|
|
930
|
|
|
930
|
|
||
Distributions in excess of income from, and investments in, unconsolidated affiliates
|
|
22,707
|
|
|
21,710
|
|
||
Accounts payable and accrued expenses
|
|
29,309
|
|
|
36,569
|
|
||
Dividends and distributions payable
|
|
9,674
|
|
|
7,914
|
|
||
Acquired lease and other intangibles, net
|
|
14,115
|
|
|
5,462
|
|
||
Other liabilities
|
|
21,303
|
|
|
18,517
|
|
||
Liabilities of discontinued operations
|
|
13,098
|
|
|
145,169
|
|
||
Total liabilities
|
|
838,184
|
|
|
884,010
|
|
||
EQUITY
|
|
|
|
|
|
|
||
Shareholders' Equity
|
|
|
|
|
||||
Common shares, $.001 par value, authorized 100,000,000 shares, issued and outstanding 52,482,598 and 42,586,376 shares, respectively
|
|
52
|
|
|
43
|
|
||
Additional paid-in capital
|
|
581,925
|
|
|
348,667
|
|
||
Accumulated other comprehensive loss
|
|
(4,307
|
)
|
|
(3,913
|
)
|
||
Retained earnings
|
|
45,127
|
|
|
39,317
|
|
||
Total shareholders’ equity
|
|
622,797
|
|
|
384,114
|
|
||
Noncontrolling interests
|
|
447,459
|
|
|
385,195
|
|
||
Total equity
|
|
1,070,256
|
|
|
769,309
|
|
||
Total liabilities and equity
|
|
$
|
1,908,440
|
|
|
$
|
1,653,319
|
|
|
|
Years ended December 31,
|
||||||||||
(dollars in thousands except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
||||||||||
Rental income
|
|
$
|
99,697
|
|
|
$
|
80,140
|
|
|
$
|
75,082
|
|
Interest income
|
|
7,879
|
|
|
11,429
|
|
|
19,161
|
|
|||
Expense reimbursements
|
|
24,385
|
|
|
21,141
|
|
|
19,883
|
|
|||
Management fee income
|
|
1,455
|
|
|
1,674
|
|
|
1,424
|
|
|||
Other
|
|
1,009
|
|
|
694
|
|
|
840
|
|
|||
Total revenues
|
|
134,425
|
|
|
115,078
|
|
|
116,390
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
21,991
|
|
|
17,513
|
|
|
19,508
|
|
|||
Other operating
|
|
3,898
|
|
|
1,455
|
|
|
—
|
|
|||
Real estate taxes
|
|
18,811
|
|
|
15,320
|
|
|
14,006
|
|
|||
General and administrative
|
|
21,532
|
|
|
23,066
|
|
|
20,209
|
|
|||
Depreciation and amortization
|
|
32,931
|
|
|
25,672
|
|
|
23,419
|
|
|||
Reserve for notes receivable
|
|
405
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
|
99,568
|
|
|
83,026
|
|
|
77,142
|
|
|||
Operating income
|
|
34,857
|
|
|
32,052
|
|
|
39,248
|
|
|||
Equity in earnings of unconsolidated affiliates
|
|
550
|
|
|
1,555
|
|
|
12,450
|
|
|||
Gain (loss) on sale of unconsolidated affiliates
|
|
3,061
|
|
|
—
|
|
|
(1,479
|
)
|
|||
Impairment of unconsolidated affiliates
|
|
(2,032
|
)
|
|
—
|
|
|
—
|
|
|||
Other interest income
|
|
148
|
|
|
276
|
|
|
406
|
|
|||
Gain from bargain purchase
|
|
—
|
|
|
—
|
|
|
33,805
|
|
|||
Gain on involuntary conversion of asset
|
|
2,368
|
|
|
—
|
|
|
—
|
|
|||
(Loss) gain on debt extinguishment
|
|
(198
|
)
|
|
1,268
|
|
|
—
|
|
|||
Interest and other finance expense
|
|
(28,768
|
)
|
|
(29,632
|
)
|
|
(34,414
|
)
|
|||
Income from continuing operations before income taxes
|
|
9,986
|
|
|
5,519
|
|
|
50,016
|
|
|||
Income tax benefit (provision)
|
|
568
|
|
|
(461
|
)
|
|
(2,869
|
)
|
|||
Income from continuing operations
|
|
10,554
|
|
|
5,058
|
|
|
47,147
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|||
Operating income from discontinued operations
|
|
10,720
|
|
|
8,752
|
|
|
3,520
|
|
|||
Impairment of asset
|
|
—
|
|
|
(6,925
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
(2,541
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of property
|
|
71,203
|
|
|
46,830
|
|
|
—
|
|
|||
Income from discontinued operations
|
|
79,382
|
|
|
48,657
|
|
|
3,520
|
|
|||
Net income
|
|
89,936
|
|
|
53,715
|
|
|
50,667
|
|
|||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
13,480
|
|
|
13,655
|
|
|
(18,914
|
)
|
|||
Discontinued operations
|
|
(63,710
|
)
|
|
(15,815
|
)
|
|
(1,696
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
(50,230
|
)
|
|
(2,160
|
)
|
|
(20,610
|
)
|
|||
Net income attributable to Common Shareholders
|
|
$
|
39,706
|
|
|
$
|
51,555
|
|
|
$
|
30,057
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
Income from discontinued operations
|
|
0.34
|
|
|
0.80
|
|
|
0.04
|
|
|||
Basic earnings per share
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
|
$
|
0.73
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
Income from discontinued operations
|
|
0.34
|
|
|
0.80
|
|
|
0.04
|
|
|||
Diluted earnings per share
|
|
$
|
0.85
|
|
|
$
|
1.25
|
|
|
$
|
0.73
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
89,936
|
|
|
$
|
53,715
|
|
|
$
|
50,667
|
|
Other Comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Unrealized loss on valuation of swap agreements
|
|
(3,519
|
)
|
|
(5,611
|
)
|
|
(2,683
|
)
|
|||
Reclassification of realized interest on swap agreements
|
|
2,268
|
|
|
3,081
|
|
|
2,749
|
|
|||
Other comprehensive (loss) income
|
|
(1,251
|
)
|
|
(2,530
|
)
|
|
66
|
|
|||
Comprehensive income
|
|
88,685
|
|
|
51,185
|
|
|
50,733
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(49,373
|
)
|
|
(686
|
)
|
|
(20,539
|
)
|
|||
Comprehensive income attributable to Common Shareholders
|
|
$
|
39,312
|
|
|
$
|
50,499
|
|
|
$
|
30,194
|
|
(amounts in thousands, except per share amounts)
|
Common Shares
|
|
Share Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Common
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Balance at January 1, 2010
|
39,787
|
|
|
$
|
40
|
|
|
$
|
299,014
|
|
|
$
|
(2,994
|
)
|
|
$
|
16,125
|
|
|
$
|
312,185
|
|
|
$
|
220,292
|
|
|
$
|
532,477
|
|
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
365
|
|
|
—
|
|
|
3,240
|
|
|
—
|
|
|
—
|
|
|
3,240
|
|
|
(3,240
|
)
|
|
—
|
|
|||||||
Vesting of employee Restricted Share and LTIP awards
|
133
|
|
|
—
|
|
|
2,060
|
|
|
—
|
|
|
—
|
|
|
2,060
|
|
|
1,778
|
|
|
3,838
|
|
|||||||
Dividends declared ($0.72 per Common Share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,976
|
)
|
|
(28,976
|
)
|
|
(723
|
)
|
|
(29,699
|
)
|
|||||||
Exercise of trustees options
|
7
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
|||||||
Common Shares issued under Employee Share Purchase Plan
|
6
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|||||||
Issuance of Common Shares to Trustees
|
13
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|
—
|
|
|
266
|
|
|||||||
Employee Restricted Shares canceled
|
(57
|
)
|
|
—
|
|
|
(966
|
)
|
|
—
|
|
|
—
|
|
|
(966
|
)
|
|
—
|
|
|
(966
|
)
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,892
|
)
|
|
(2,892
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,556
|
|
|
33,556
|
|
|||||||
|
40,254
|
|
|
40
|
|
|
303,823
|
|
|
(2,994
|
)
|
|
(12,851
|
)
|
|
288,018
|
|
|
248,771
|
|
|
536,789
|
|
|||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,057
|
|
|
30,057
|
|
|
20,610
|
|
|
50,667
|
|
|||||||
Unrealized loss on valuation of swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,329
|
)
|
|
—
|
|
|
(2,329
|
)
|
|
(354
|
)
|
|
(2,683
|
)
|
|||||||
Reclassification of realized interest on swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
2,466
|
|
|
—
|
|
|
2,466
|
|
|
283
|
|
|
2,749
|
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
30,057
|
|
|
30,194
|
|
|
20,539
|
|
|
50,733
|
|
|||||||
Balance at December 31, 2010
|
40,254
|
|
|
40
|
|
|
303,823
|
|
|
(2,857
|
)
|
|
17,206
|
|
|
318,212
|
|
|
269,310
|
|
|
587,522
|
|
(amounts in thousands, except per share amounts)
|
Common Shares
|
|
Share Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Common
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
11
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
(56
|
)
|
|
—
|
|
|||||||
Issuance of Common Shares, net of issuance costs
|
2,250
|
|
|
2
|
|
|
44,658
|
|
|
—
|
|
|
—
|
|
|
44,660
|
|
|
—
|
|
|
44,660
|
|
|||||||
Vesting of employee Restricted Share and LTIP awards
|
96
|
|
|
1
|
|
|
481
|
|
|
—
|
|
|
—
|
|
|
482
|
|
|
3,550
|
|
|
4,032
|
|
|||||||
Dividends declared ($0.72 per Common Share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,444
|
)
|
|
(29,444
|
)
|
|
(984
|
)
|
|
(30,428
|
)
|
|||||||
Exercise of trustees options
|
2
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||||
Common Shares issued under Employee Share Purchase Plan
|
5
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|||||||
Issuance of LTIP Unit awards to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,441
|
|
|
2,441
|
|
|||||||
Issuance of Common Shares to Trustees
|
8
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
—
|
|
|
264
|
|
|||||||
Employee Restricted Shares canceled
|
(40
|
)
|
|
—
|
|
|
(724
|
)
|
|
—
|
|
|
—
|
|
|
(724
|
)
|
|
—
|
|
|
(724
|
)
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,697
|
)
|
|
(7,697
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,945
|
|
|
117,945
|
|
|||||||
|
42,586
|
|
|
43
|
|
|
348,667
|
|
|
(2,857
|
)
|
|
(12,238
|
)
|
|
333,615
|
|
|
384,509
|
|
|
718,124
|
|
|||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,555
|
|
|
51,555
|
|
|
2,160
|
|
|
53,715
|
|
|||||||
Unrealized loss on valuation of swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,461
|
)
|
|
—
|
|
|
(3,461
|
)
|
|
(2,150
|
)
|
|
(5,611
|
)
|
|||||||
Reclassification of realized interest on swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
2,405
|
|
|
—
|
|
|
2,405
|
|
|
676
|
|
|
3,081
|
|
|||||||
Total comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|
51,555
|
|
|
50,499
|
|
|
686
|
|
|
51,185
|
|
|||||||
Balance at December 31, 2011
|
42,586
|
|
|
43
|
|
|
348,667
|
|
|
(3,913
|
)
|
|
39,317
|
|
|
384,114
|
|
|
385,195
|
|
|
769,309
|
|
(amounts in thousands, except per share amounts)
|
Common Shares
|
|
Share Amount
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Common
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership
|
334
|
|
|
—
|
|
|
5,880
|
|
|
—
|
|
|
—
|
|
|
5,880
|
|
|
(5,880
|
)
|
|
—
|
|
|||||||
Issuance of Common Shares, net of issuance costs
|
9,510
|
|
|
9
|
|
|
226,712
|
|
|
—
|
|
|
—
|
|
|
226,721
|
|
|
—
|
|
|
226,721
|
|
|||||||
Issuance of OP Units to acquire real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,279
|
|
|
2,279
|
|
|||||||
Dividends declared ($0.72 per Common Share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,896
|
)
|
|
(33,896
|
)
|
|
(1,098
|
)
|
|
(34,994
|
)
|
|||||||
Vesting of employee Restricted Share and LTIP awards
|
44
|
|
|
—
|
|
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|
3,448
|
|
|
3,640
|
|
|||||||
Common Shares issued under Employee Share Purchase Plan
|
4
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||||
Issuance of LTIP Unit awards to employees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,577
|
|
|
2,577
|
|
|||||||
Issuance of Common Shares to trustees
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
384
|
|
|||||||
Exercise of Share options
|
13
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
|||||||
Employee Restricted Shares canceled
|
(9
|
)
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,663
|
)
|
|
(160,663
|
)
|
|||||||
Noncontrolling interest contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,228
|
|
|
172,228
|
|
|||||||
|
52,482
|
|
|
52
|
|
|
581,925
|
|
|
(3,913
|
)
|
|
5,421
|
|
|
583,485
|
|
|
398,086
|
|
|
981,571
|
|
|||||||
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,706
|
|
|
39,706
|
|
|
50,230
|
|
|
89,936
|
|
|||||||
Unrealized loss on valuation of swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,815
|
)
|
|
—
|
|
|
(1,815
|
)
|
|
(1,704
|
)
|
|
(3,519
|
)
|
|||||||
Reclassification of realized interest on swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
1,421
|
|
|
—
|
|
|
1,421
|
|
|
847
|
|
|
2,268
|
|
|||||||
Total comprehensive (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(394
|
)
|
|
39,706
|
|
|
39,312
|
|
|
49,373
|
|
|
88,685
|
|
|||||||
Balance at December 31, 2012
|
52,482
|
|
|
$
|
52
|
|
|
$
|
581,925
|
|
|
$
|
(4,307
|
)
|
|
$
|
45,127
|
|
|
$
|
622,797
|
|
|
$
|
447,459
|
|
|
$
|
1,070,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
89,936
|
|
|
$
|
53,715
|
|
|
$
|
50,667
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
38,769
|
|
|
33,683
|
|
|
34,499
|
|
|||
Amortization of financing costs
|
|
3,569
|
|
|
3,918
|
|
|
6,054
|
|
|||
Gain from bargain purchase
|
|
—
|
|
|
—
|
|
|
(33,805
|
)
|
|||
Gain on sale of property
|
|
(71,203
|
)
|
|
(46,830
|
)
|
|
—
|
|
|||
Loss (gain) on debt extinguishment
|
|
2,739
|
|
|
(1,268
|
)
|
|
—
|
|
|||
Gain on involuntary conversion of asset
|
|
(2,368
|
)
|
|
—
|
|
|
—
|
|
|||
Reserve for notes receivable
|
|
405
|
|
|
—
|
|
|
—
|
|
|||
Impairment of asset
|
|
—
|
|
|
6,925
|
|
|
—
|
|
|||
Amortization of discount on convertible debt
|
|
—
|
|
|
829
|
|
|
1,042
|
|
|||
Non-cash accretion of notes receivable
|
|
(453
|
)
|
|
(786
|
)
|
|
(6,164
|
)
|
|||
Share compensation expense
|
|
4,021
|
|
|
4,299
|
|
|
4,104
|
|
|||
Equity in earnings of unconsolidated affiliates
|
|
(1,579
|
)
|
|
(1,555
|
)
|
|
(10,971
|
)
|
|||
Distributions of operating income from unconsolidated affiliates
|
|
3,733
|
|
|
5,515
|
|
|
12,124
|
|
|||
Other, net
|
|
731
|
|
|
724
|
|
|
4,237
|
|
|||
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
|||
Cash in escrow
|
|
2,035
|
|
|
7,319
|
|
|
(20,028
|
)
|
|||
Rents receivable, net
|
|
(6,757
|
)
|
|
(8,894
|
)
|
|
(4,662
|
)
|
|||
Prepaid expenses and other assets
|
|
1,283
|
|
|
(5,906
|
)
|
|
4,297
|
|
|||
Accounts receivable from related parties
|
|
(250
|
)
|
|
1,034
|
|
|
(2,408
|
)
|
|||
Accounts payable and accrued expenses
|
|
(5,648
|
)
|
|
14,513
|
|
|
1,874
|
|
|||
Other liabilities
|
|
709
|
|
|
(903
|
)
|
|
3,517
|
|
|||
Net cash provided by operating activities
|
|
59,672
|
|
|
66,332
|
|
|
44,377
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Acquisition of real estate
|
|
(241,894
|
)
|
|
(116,408
|
)
|
|
(2,849
|
)
|
|||
Redevelopment and property improvement costs
|
|
(88,787
|
)
|
|
(65,090
|
)
|
|
(77,671
|
)
|
|||
Deferred leasing costs
|
|
(7,275
|
)
|
|
(6,298
|
)
|
|
(3,904
|
)
|
|||
Insurance proceeds from involuntary conversion of asset
|
|
3,672
|
|
|
—
|
|
|
—
|
|
|||
Investments in and advances to unconsolidated affiliates
|
|
(160,888
|
)
|
|
(54,981
|
)
|
|
(19,116
|
)
|
|||
Return of capital from unconsolidated affiliates
|
|
22,296
|
|
|
4,504
|
|
|
785
|
|
|||
Proceeds from notes receivable
|
|
25,388
|
|
|
56,519
|
|
|
42,010
|
|
|||
Issuance of notes receivable
|
|
(108,629
|
)
|
|
(34,343
|
)
|
|
—
|
|
|||
Proceeds from sale of property
|
|
419,372
|
|
|
62,940
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(136,745
|
)
|
|
(153,157
|
)
|
|
(60,745
|
)
|
|
|
Years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(dollars in thousands)
|
||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Principal payments on mortgage notes
|
|
(549,095
|
)
|
|
(161,389
|
)
|
|
(127,823
|
)
|
|||
Proceeds received on mortgage notes
|
|
433,815
|
|
|
144,959
|
|
|
175,793
|
|
|||
Purchase of convertible notes payable
|
|
—
|
|
|
(48,997
|
)
|
|
(240
|
)
|
|||
Increase in deferred financing and other costs
|
|
(6,772
|
)
|
|
(2,877
|
)
|
|
(6,830
|
)
|
|||
Capital contributions from noncontrolling interests
|
|
172,228
|
|
|
117,945
|
|
|
33,556
|
|
|||
Distributions to noncontrolling interests
|
|
(161,765
|
)
|
|
(8,605
|
)
|
|
(1,638
|
)
|
|||
Dividends paid to Common Shareholders
|
|
(32,143
|
)
|
|
(29,033
|
)
|
|
(28,909
|
)
|
|||
Proceeds from issuance of Common Shares, net of issuance costs of $762, $206 and $0, respectively
|
|
223,477
|
|
|
44,659
|
|
|
—
|
|
|||
Repurchase and cancellation of Common Shares
|
|
(762
|
)
|
|
(726
|
)
|
|
(966
|
)
|
|||
Other employee and trustee stock compensation, net
|
|
91
|
|
|
109
|
|
|
209
|
|
|||
Net cash provided by financing activities
|
|
79,074
|
|
|
56,045
|
|
|
43,152
|
|
|||
|
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
2,001
|
|
|
(30,780
|
)
|
|
26,784
|
|
|||
Cash and cash equivalents, beginning of period
|
|
89,812
|
|
|
120,592
|
|
|
93,808
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
91,813
|
|
|
$
|
89,812
|
|
|
$
|
120,592
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for interest, net of capitalized interest of $5,955, $4,850, and $2,903, respectively
|
|
$
|
32,327
|
|
|
$
|
32,120
|
|
|
$
|
31,920
|
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
|
$
|
941
|
|
|
$
|
3,776
|
|
|
$
|
1,263
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing activities
|
|
|
|
|
|
|
|
|
|
|||
Acquisition of real estate through assumption of debt
|
|
$
|
63,766
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of real estate through issuance of OP Units
|
|
$
|
2,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of real estate through conversion of notes receivable
|
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Acquisition of interest in unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
|||
Real Estate, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(108,000
|
)
|
Assumption of mortgage debt
|
|
—
|
|
|
—
|
|
|
25,990
|
|
|||
Gain from bargain purchase
|
|
—
|
|
|
—
|
|
|
33,805
|
|
|||
Other assets and liabilities
|
|
—
|
|
|
—
|
|
|
7,532
|
|
|||
Investment in unconsolidated affiliates
|
|
—
|
|
|
—
|
|
|
37,824
|
|
|||
Cash included in investment in real estate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,849
|
)
|
Entity
|
Formation Date
|
Operating Partnership Share of Capital
|
Committed Capital
|
|
Capital Called as of December 31, 2012
|
Equity Interest Held By Operating Partnership
|
Preferred Return
|
Capital Returned as of December 31, 2012
|
||||||||||
Fund I and Mervyns I (1)
|
9/2001
|
22.22
|
%
|
$
|
90.0
|
|
|
$
|
86.6
|
|
37.78
|
%
|
9
|
%
|
$
|
86.6
|
|
|
Fund II and Mervyns II
|
6/2004
|
20.00
|
%
|
300.0
|
|
|
300.0
|
|
20.00
|
%
|
8
|
%
|
84.5
|
|
||||
Fund III
|
5/2007
|
19.90
|
%
|
475.0
|
|
(2
|
)
|
341.0
|
|
19.90
|
%
|
6
|
%
|
164.0
|
|
|||
Fund IV
|
5/2012
|
23.12
|
%
|
540.6
|
|
|
64.6
|
|
23.12
|
%
|
6
|
%
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||
Property
|
GLA
|
Percent Owned
|
Type
|
Month of Acquisition
|
Purchase Price
|
Debt Assumption
|
Location
|
||||||
1520 N Milwaukee Ave
|
3,100
|
|
100
|
%
|
Street Retail
|
January
|
$
|
3,800
|
|
$
|
—
|
|
Chicago, IL
|
330-340 River St
|
53,300
|
|
100
|
%
|
Shopping Center
|
February
|
18,900
|
|
7,022
|
|
Cambridge, MA
|
||
Chicago Street Retail
|
42,264
|
|
100
|
%
|
Street Retail
|
March
|
18,800
|
|
16,029
|
|
Chicago, IL
|
||
930 N Rush St
|
2,900
|
|
100
|
%
|
Street Retail
|
April
|
20,700
|
|
—
|
|
Chicago, IL
|
||
28 Jericho Turnpike
|
96,000
|
|
100
|
%
|
Single Tenant
|
May
|
27,300
|
|
—
|
|
Westbury, NY
|
||
Rhode Island Shopping Center
|
57,000
|
|
100
|
%
|
Shopping Center
|
June
|
21,700
|
|
16,510
|
|
Washington, D. C.
|
||
83 Spring St
|
4,800
|
|
100
|
%
|
Street Retail
|
July
|
11,500
|
|
—
|
|
New York, NY
|
||
60 Orange Street
|
129,010
|
|
98
|
%
|
Single Tenant
|
October
|
12,500
|
|
—
|
|
Bloomfield, NJ
|
||
Chicago Street Retail
|
42,524
|
|
100
|
%
|
Street Retail
|
November
|
41,100
|
|
—
|
|
Chicago, IL
|
||
181 Main Street
|
14,850
|
|
100
|
%
|
Street Retail
|
December
|
14,100
|
|
—
|
|
Westport, CT
|
||
Connecticut Ave
|
42,000
|
|
100
|
%
|
Street Retail
|
December
|
23,200
|
|
—
|
|
Washington, D.C.
|
||
639 W Diversey
|
22,095
|
|
100
|
%
|
Street Retail
|
December
|
10,700
|
|
4,431
|
|
Chicago, IL
|
||
Total
|
509,843
|
|
|
|
|
$
|
224,300
|
|
$
|
43,992
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|||||||
Property
|
GLA
|
Percent Owned
|
Type
|
Month of Acquisition
|
Purchase Price
|
Debt Assumption
|
Location
|
||||||
640 Broadway
|
45,700
|
|
50
|
%
|
Street Retail
|
February
|
$
|
32,500
|
|
$
|
—
|
|
New York, NY
|
Lincoln Park Centre
|
62,700
|
|
100
|
%
|
Shopping Center
|
April
|
31,500
|
|
19,763
|
|
Chicago, IL
|
||
Broad Hollow Commons (1)(2)
|
Undeveloped Land
|
100
|
%
|
Undeveloped Land
|
August
|
12,386
|
|
—
|
|
Farmingdale, NY
|
|||
Arundel Plaza
|
265,000
|
|
90
|
%
|
Shopping Center
|
August
|
17,600
|
|
9,256
|
|
Glen Burnie, MD
|
||
Cortlandt Crossing(1)
|
Undeveloped Land
|
100
|
%
|
Undeveloped Land
|
August
|
11,000
|
|
—
|
|
Mohegan Lake, NY
|
|||
3104 M St
|
4,900
|
|
100
|
%
|
Street Retail
|
August
|
3,000
|
|
—
|
|
Washington, D.C.
|
||
Total
|
378,300
|
|
|
|
|
$
|
107,986
|
|
$
|
29,019
|
|
|
(dollars in thousands)
|
|
|
|
|
|
||||||||
Property
|
GLA
|
Percent Owned
|
Type
|
Month of Acquisition
|
Purchase Price
|
Debt Assumption
|
Location
|
||||||
1701 Belmont Avenue
|
58,000
|
|
90
|
%
|
Single Tenant
|
December
|
$
|
4,700
|
|
$
|
—
|
|
Catonsville, MD
|
210 Bowery
|
9,200
|
|
100
|
%
|
Street Retail
|
December
|
7,500
|
|
—
|
|
Manhattan, NY
|
||
Lincoln Road
|
54,400
|
|
95
|
%
|
Street Retail
|
December
|
139,000
|
|
—
|
|
Miami Beach, FL
|
||
Total
|
121,600
|
|
|
|
|
$
|
151,200
|
|
—
|
|
|
|
Allocations Finalized
|
|
Allocations Not Finalized
|
||||||||||
(dollars in thousands)
|
Purchase Price Allocation as Originally Reported
|
Adjustments
|
Finalized Purchase Price Allocation
|
|
Preliminary Purchase Price Allocation
|
||||||||
Land
|
$
|
68,439
|
|
$
|
446
|
|
$
|
68,885
|
|
|
$
|
86,826
|
|
Buildings and Improvements
|
120,010
|
|
(2,083
|
)
|
117,927
|
|
|
226,650
|
|
||||
Acquisition-related intangible assets (in Acquired lease intangibles, net)
|
2,482
|
|
8,830
|
|
11,312
|
|
|
—
|
|
||||
Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net)
|
(4,387
|
)
|
(7,267
|
)
|
(11,654
|
)
|
|
—
|
|
||||
Above-below market debt assumed (included in Mortgages payable)
|
935
|
|
74
|
|
1,009
|
|
|
—
|
|
||||
Total Consideration
|
$
|
187,479
|
|
$
|
—
|
|
$
|
187,479
|
|
|
$
|
313,476
|
|
(dollars in thousands)
|
Preliminary Purchase Price Allocation
|
|
Finalized Purchase Price Allocation
|
||||
Land
|
$
|
5,438
|
|
|
$
|
12,150
|
|
Buildings and Improvements
|
18,563
|
|
|
11,009
|
|
||
Acquisition-related intangible assets (in Acquired lease intangibles, net)
|
—
|
|
|
1,027
|
|
||
Acquisition-related intangible liabilities (in Acquired lease and other intangibles, net)
|
—
|
|
|
(185
|
)
|
||
Total Consideration
|
$
|
24,001
|
|
|
$
|
24,001
|
|
(dollars in thousands)
Property
|
|
Owner
|
|
Month Sold
|
|
Sales Price
|
|
Gain (Loss)
|
|
GLA
|
|||||
White Oak Shopping Center (1)
|
|
Fund III
|
|
June
|
|
$
|
13,778
|
|
|
$
|
3,402
|
|
|
64,600
|
|
Tarrytown Centre
|
|
Fund I
|
|
June
|
|
12,800
|
|
|
2,935
|
|
|
35,000
|
|
||
125 Main Street
|
|
Fund III
|
|
August
|
|
33,500
|
|
|
5,867
|
|
|
25,732
|
|
||
Canarsie Plaza
|
|
Fund II
|
|
December
|
|
124,000
|
|
|
(1,315
|
)
|
|
273,542
|
|
||
Self Storage Portfolio
|
|
Fund II & Fund III
|
|
December
|
|
261,600
|
|
|
63,716
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
$
|
445,678
|
|
|
$
|
74,605
|
|
|
398,874
|
|
BALANCE SHEET
|
|
|
|
|
|||
ASSETS
|
|
December 31, 2012
|
December 31, 2011
|
||||
(dollars in thousands)
|
|
|
|
|
|
||
Net real estate
|
|
$
|
19,400
|
|
$
|
352,729
|
|
Rents receivable, net
|
|
917
|
|
3,326
|
|
||
Deferred charges, net
|
|
612
|
|
6,246
|
|
||
Prepaid expenses and other assets
|
|
1,132
|
|
1,582
|
|
||
Total assets of discontinued operations
|
|
$
|
22,061
|
|
$
|
363,883
|
|
LIABILITIES
|
|
|
|
|
|
||
Mortgages payable
|
|
$
|
9,208
|
|
$
|
140,171
|
|
Accounts payable and accrued expenses
|
|
3,125
|
|
3,078
|
|
||
Other liabilities
|
|
765
|
|
1,920
|
|
||
Total liabilities of discontinued operations
|
|
$
|
13,098
|
|
$
|
145,169
|
|
|
|
Years ended December 31,
|
||||||||||
STATEMENTS OF OPERATIONS
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|||
Total revenues
|
|
$
|
37,464
|
|
|
$
|
40,392
|
|
|
$
|
36,568
|
|
Total expenses
|
|
26,744
|
|
|
31,640
|
|
|
33,048
|
|
|||
Operating income
|
|
10,720
|
|
|
8,752
|
|
|
3,520
|
|
|||
Impairment of asset
|
|
—
|
|
|
(6,925
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
(2,541
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of property
|
|
71,203
|
|
|
46,830
|
|
|
—
|
|
|||
Income from discontinued operations
|
|
79,382
|
|
|
48,657
|
|
|
3,520
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
|
(63,710
|
)
|
|
(15,815
|
)
|
|
(1,696
|
)
|
|||
Income from discontinued operations attributable to Common Shareholders
|
|
$
|
15,672
|
|
|
$
|
32,842
|
|
|
$
|
1,824
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Opportunity Funds
|
|
Notes Receivable
|
|
Other
|
|
Amounts Eliminated in Consolidation
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
70,599
|
|
|
$
|
54,286
|
|
|
$
|
7,973
|
|
|
$
|
22,947
|
|
|
$
|
(21,380
|
)
|
|
$
|
134,425
|
|
Property operating expenses, other operating
and real estate taxes |
|
21,699
|
|
|
26,001
|
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
|
44,700
|
|
||||||
General and administrative expenses
|
|
22,817
|
|
|
14,373
|
|
|
—
|
|
|
—
|
|
|
(15,658
|
)
|
|
21,532
|
|
||||||
Income before depreciation and amortization
|
|
$
|
26,083
|
|
|
$
|
13,912
|
|
|
$
|
7,973
|
|
|
$
|
22,947
|
|
|
$
|
(2,722
|
)
|
|
$
|
68,193
|
|
Depreciation and amortization
|
|
$
|
18,316
|
|
|
$
|
15,594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(979
|
)
|
|
$
|
32,931
|
|
Interest and other finance expense
|
|
$
|
15,229
|
|
|
$
|
12,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
629
|
|
|
$
|
28,768
|
|
Real estate at cost
|
|
$
|
744,880
|
|
|
$
|
764,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13,609
|
)
|
|
$
|
1,495,742
|
|
Total assets
|
|
$
|
877,926
|
|
|
$
|
1,017,870
|
|
|
$
|
129,278
|
|
|
$
|
—
|
|
|
$
|
(138,695
|
)
|
|
$
|
1,886,379
|
|
Acquisition of real estate
|
|
$
|
175,556
|
|
|
$
|
66,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
241,894
|
|
Redevelopment and property improvement costs
|
|
$
|
5,381
|
|
|
$
|
78,265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,519
|
)
|
|
$
|
82,127
|
|
Reconciliation to net income and net income attributable to Common Shareholders
|
||||||||||||||||||||||||
Income before depreciation and amortization
|
|
|
|
|
|
|
|
|
|
$
|
68,193
|
|
||||||||||||
Other interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,931
|
)
|
||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
|
1,579
|
|
|||||||||||||
Interest and other finance expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,768
|
)
|
||||||
Loss on debt extinguishment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(198
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
568
|
|
||||||
Reserve for notes receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(405
|
)
|
||||||||
Gain on involuntary conversion of asset
|
|
|
|
|
|
|
2,368
|
|
||||||||||||||||
Operating income from discontinued operations
|
|
|
|
|
|
|
10,720
|
|
||||||||||||||||
Loss on debt extinguishment from discontinued operations
|
|
|
|
|
|
|
|
(2,541
|
)
|
|||||||||||||||
Gain on sale of property
|
|
|
|
|
|
|
|
|
|
|
|
71,203
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
89,936
|
|
|||||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
(50,230
|
)
|
||||||||||||||||
Net income attributable to Common Shareholders
|
|
|
|
|
|
|
$
|
39,706
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Opportunity Funds
|
|
Notes Receivable
|
|
Other
|
|
Amounts Eliminated in Consolidation
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
57,994
|
|
|
$
|
43,994
|
|
|
$
|
11,429
|
|
|
$
|
25,782
|
|
|
$
|
(24,121
|
)
|
|
$
|
115,078
|
|
Property operating expenses, other operating
and real estate taxes |
|
17,087
|
|
|
19,618
|
|
|
—
|
|
|
—
|
|
|
(2,417
|
)
|
|
34,288
|
|
||||||
General and administrative expenses
|
|
24,226
|
|
|
16,658
|
|
|
—
|
|
|
—
|
|
|
(17,818
|
)
|
|
23,066
|
|
||||||
Income before depreciation and amortization
|
|
$
|
16,681
|
|
|
$
|
7,718
|
|
|
$
|
11,429
|
|
|
$
|
25,782
|
|
|
$
|
(3,886
|
)
|
|
$
|
57,724
|
|
Depreciation and amortization
|
|
$
|
14,206
|
|
|
$
|
12,361
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(895
|
)
|
|
$
|
25,672
|
|
Interest and other finance expense
|
|
$
|
15,967
|
|
|
$
|
12,672
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
993
|
|
|
$
|
29,632
|
|
Real estate at cost
|
|
$
|
499,872
|
|
|
$
|
614,321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,432
|
)
|
|
$
|
1,098,761
|
|
Total assets
|
|
$
|
633,345
|
|
|
$
|
730,029
|
|
|
$
|
59,989
|
|
|
$
|
—
|
|
|
$
|
(133,927
|
)
|
|
$
|
1,289,436
|
|
Acquisition of real estate
|
|
$
|
60,305
|
|
|
$
|
56,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,408
|
|
Redevelopment and property improvement costs
|
|
$
|
12,266
|
|
|
$
|
51,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,083
|
)
|
|
$
|
61,311
|
|
Reconciliation to net income and net income attributable to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before depreciation and amortization
|
|
|
|
|
|
|
|
|
$
|
57,724
|
|
|||||||||||||
Other interest income
|
|
|
|
|
|
|
|
|
276
|
|
||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
(25,672
|
)
|
||||||||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
1,555
|
|
||||||||||||||
Interest and other finance expense
|
|
|
|
|
|
|
|
|
(29,632
|
)
|
||||||||||||||
Gain on debt extinguishment
|
|
|
|
|
|
|
1,268
|
|
||||||||||||||||
Income tax provision
|
|
|
|
|
|
|
|
|
(461
|
)
|
||||||||||||||
Operating income from discontinued operations
|
|
|
|
|
|
|
|
|
8,752
|
|
||||||||||||||
Impairment of asset
|
|
|
|
|
|
|
(6,925
|
)
|
||||||||||||||||
Gain on sale of property
|
|
|
|
|
|
|
46,830
|
|
||||||||||||||||
Net income
|
|
|
|
|
|
|
53,715
|
|
||||||||||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
(2,160
|
)
|
||||||||||||||||
Net income attributable to Common Shareholders
|
|
|
|
|
|
|
$
|
51,555
|
|
(dollars in thousands)
|
|
Core Portfolio
|
|
Opportunity Funds
|
|
Notes Receivable
|
|
Other
|
|
Amounts Eliminated in Consolidation
|
|
Total
|
||||||||||||
Revenues
|
|
$
|
57,084
|
|
|
$
|
38,721
|
|
|
$
|
19,161
|
|
|
$
|
22,479
|
|
|
$
|
(21,055
|
)
|
|
$
|
116,390
|
|
Property operating expenses, other operating
and real estate taxes |
|
17,236
|
|
|
17,814
|
|
|
—
|
|
|
—
|
|
|
(1,536
|
)
|
|
33,514
|
|
||||||
General and administrative expenses
|
|
22,439
|
|
|
13,577
|
|
|
—
|
|
|
—
|
|
|
(15,807
|
)
|
|
20,209
|
|
||||||
Income before depreciation and amortization
|
|
$
|
17,409
|
|
|
$
|
7,330
|
|
|
$
|
19,161
|
|
|
$
|
22,479
|
|
|
$
|
(3,712
|
)
|
|
$
|
62,667
|
|
Depreciation and amortization
|
|
$
|
13,798
|
|
|
$
|
10,061
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(440
|
)
|
|
$
|
23,419
|
|
Interest and other finance expense
|
|
$
|
18,036
|
|
|
$
|
16,820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(442
|
)
|
|
$
|
34,414
|
|
Real estate at cost
|
|
$
|
441,714
|
|
|
$
|
522,345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13,349
|
)
|
|
$
|
950,710
|
|
Total assets
|
|
$
|
574,497
|
|
|
$
|
629,292
|
|
|
$
|
89,202
|
|
|
$
|
—
|
|
|
$
|
(105,611
|
)
|
|
$
|
1,187,380
|
|
Acquisition of real estate
|
|
$
|
—
|
|
|
$
|
2,849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,849
|
|
Redevelopment and property improvement costs
|
|
$
|
4,137
|
|
|
$
|
74,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,302
|
)
|
|
$
|
76,295
|
|
Reconciliation to net income and net income attributable to Common Shareholders
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income before depreciation and amortization
|
|
|
|
|
|
|
|
|
$
|
62,667
|
|
|||||||||||||
Other interest income
|
|
|
|
|
|
|
|
|
|
406
|
|
|||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
(23,419
|
)
|
|||||||||||||
Equity in earnings of unconsolidated affiliates
|
|
|
|
|
|
|
|
|
10,971
|
|
||||||||||||||
Interest and other finance expense
|
|
|
|
|
|
|
|
|
|
(34,414
|
)
|
|||||||||||||
Income tax provision
|
|
|
|
|
|
|
|
|
|
(2,869
|
)
|
|||||||||||||
Gain from bargain purchase
|
|
|
|
|
|
|
33,805
|
|
||||||||||||||||
Operating income from discontinued operations
|
|
|
|
|
|
|
|
|
3,520
|
|
||||||||||||||
Net income
|
|
|
|
|
|
|
50,667
|
|
||||||||||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
(20,610
|
)
|
||||||||||||||||
Net income attributable to Common Shareholders
|
|
|
|
|
|
|
$
|
30,057
|
|
|
|
|
|
|
|
|
|
Operating Partnership Share
|
||||||||||
Investment
|
|
Year
Acquired
|
|
Invested
Capital
and Advances
|
|
Distributions
|
|
Invested
Capital
and Advances
|
|
Distributions
|
||||||||
Mervyns
|
|
2004
|
|
$
|
27,088
|
|
|
$
|
45,966
|
|
|
$
|
4,901
|
|
|
$
|
11,251
|
|
Mervyns Add-On investments
|
|
2005/2008
|
|
6,517
|
|
|
3,558
|
|
|
1,252
|
|
|
819
|
|
||||
Albertsons
|
|
2006
|
|
20,717
|
|
|
81,680
|
|
|
4,239
|
|
|
16,318
|
|
||||
Albertsons Add-On investments
|
|
2006/2007
|
|
2,416
|
|
|
4,778
|
|
|
388
|
|
|
972
|
|
||||
Shopko
|
|
2006
|
|
1,108
|
|
|
1,659
|
|
|
222
|
|
|
332
|
|
||||
Marsh and Add-On investments
|
|
2006/2008
|
|
2,667
|
|
|
2,639
|
|
|
533
|
|
|
528
|
|
||||
Rex Stores
|
|
2007
|
|
2,701
|
|
|
1,956
|
|
|
535
|
|
|
392
|
|
||||
Total
|
|
|
|
$
|
63,214
|
|
|
$
|
142,236
|
|
|
$
|
12,070
|
|
|
$
|
30,612
|
|
|
|
|
|
|
|
Acadia Investors
Ownership % in:
|
||
Investment
|
|
Investee LLC
|
|
Acadia Investors
Entity
|
|
Investee
LLC
|
|
Underlying
entity(s)
|
Mervyns
|
|
KLA/Mervyn's, L.L.C
|
|
Mervyns I and Mervyns II
|
|
10.5%
|
|
5.8%
|
Mervyns Add-On Investments
|
|
KLA/Mervyn's, L.L.C
|
|
Mervyns I and Mervyns II
|
|
10.5%
|
|
5.8%
|
Albertsons
|
|
KLA A Markets, LLC
|
|
Mervyns II
|
|
18.9%
|
|
5.7%
|
Albertsons Add-On Investments
|
|
KLA A Markets, LLC
|
|
Mervyns II
|
|
20.0%
|
|
6.0%
|
Shopko
|
|
KA-Shopko, LLC
|
|
Fund II
|
|
20.0%
|
|
2.0%
|
Marsh and Add-On Investments
|
|
KA Marsh, LLC
|
|
Fund II
|
|
20.0%
|
|
3.3%
|
Rex Stores
|
|
KLAC Rex Venture, LLC
|
|
Mervyns II
|
|
13.3%
|
|
13.3%
|
(dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Combined and Condensed Balance Sheets
|
|
|
|
|
|
|
||
Assets:
|
|
|
|
|
|
|
||
Rental property, net
|
|
$
|
441,611
|
|
|
$
|
280,470
|
|
Investment in unconsolidated affiliates
|
|
93,923
|
|
|
156,421
|
|
||
Other assets
|
|
39,035
|
|
|
29,587
|
|
||
Total assets
|
|
$
|
574,569
|
|
|
$
|
466,478
|
|
Liabilities and partners’ equity:
|
|
|
|
|
|
|
||
Mortgage notes payable
|
|
$
|
326,296
|
|
|
$
|
319,425
|
|
Other liabilities
|
|
24,267
|
|
|
16,902
|
|
||
Partners’ equity
|
|
224,006
|
|
|
130,151
|
|
||
Total liabilities and partners’ equity
|
|
$
|
574,569
|
|
|
$
|
466,478
|
|
Company’s investment in and advances to unconsolidated affiliates
|
|
$
|
221,694
|
|
|
$
|
84,568
|
|
Company's share of distributions in excess of share of income and investments in unconsolidated affiliates
|
|
$
|
(22,707
|
)
|
|
$
|
(21,710
|
)
|
|
|
Years Ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Combined and Condensed Statements of Operations
|
|
|
|
|
|
|
|
|
|
|||
Total revenues
|
|
$
|
49,729
|
|
|
$
|
42,185
|
|
|
$
|
29,460
|
|
Operating and other expenses
|
|
18,919
|
|
|
15,924
|
|
|
10,617
|
|
|||
Interest expense
|
|
18,547
|
|
|
17,099
|
|
|
13,525
|
|
|||
Equity in earnings of unconsolidated affiliates
|
|
583
|
|
|
7,243
|
|
|
56,482
|
|
|||
Depreciation and amortization
|
|
9,551
|
|
|
8,837
|
|
|
4,839
|
|
|||
Loss on debt extinguishment
|
|
293
|
|
|
—
|
|
|
—
|
|
|||
Gain (loss) on sale of property, net
|
|
3,402
|
|
|
—
|
|
|
(2,957
|
)
|
|||
Net income
|
|
$
|
6,404
|
|
|
$
|
7,568
|
|
|
$
|
54,004
|
|
|
|
|
|
|
|
|
||||||
Company’s share of net income
|
|
$
|
1,971
|
|
|
$
|
1,946
|
|
|
$
|
11,363
|
|
Amortization of excess investment
|
|
(392
|
)
|
|
(391
|
)
|
|
(392
|
)
|
|||
Company’s equity in earnings of unconsolidated affiliates
|
|
$
|
1,579
|
|
|
$
|
1,555
|
|
|
$
|
10,971
|
|
|
|
For the years ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning Balance
|
|
$
|
59,989
|
|
|
$
|
89,202
|
|
|
$
|
125,221
|
|
Additions during period:
|
|
|
|
|
|
|
|
|
|
|||
New mortgage loans
|
|
108,629
|
|
|
34,758
|
|
|
—
|
|
|||
Deductions during period:
|
|
|
|
|
|
|
|
|
|
|||
Collections of principal
|
|
(25,388
|
)
|
|
(56,517
|
)
|
|
(42,010
|
)
|
|||
Conversion to real estate through receipt of deed or through foreclosure
|
|
(14,000
|
)
|
|
—
|
|
|
—
|
|
|||
Reclass to investments in unconsolidated affiliates
|
|
—
|
|
|
(8,000
|
)
|
|
—
|
|
|||
Non-cash accretion of notes receivable
|
|
453
|
|
|
786
|
|
|
6,164
|
|
|||
Reserves
|
|
(405
|
)
|
|
(240
|
)
|
|
(93
|
)
|
|||
Other
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|||
Ending Balance
|
|
$
|
129,278
|
|
|
$
|
59,989
|
|
|
$
|
89,202
|
|
Note Description
|
|
Effective
interest rate (1)
|
|
Maturity
date
|
|
Periodic
payment
terms
|
|
Prior
liens
|
|
Face amount
of notes
|
|
Carrying
amount of
notes
|
|
Accrued Interest
|
||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
First Mortgage
|
|
6.00%
|
|
12/31/2013
|
|
(2)
|
|
$
|
—
|
|
|
$
|
10,250
|
|
|
$
|
10,250
|
|
|
$
|
54
|
|
First Mortgage
|
|
8.00%
|
|
12/31/2013
|
|
(2)
|
|
—
|
|
|
8,000
|
|
|
8,000
|
|
|
—
|
|
||||
First Mortgage
|
|
5.25%
|
|
Demand
|
|
(2)
|
|
—
|
|
|
23,555
|
|
|
18,500
|
|
|
803
|
|
||||
First Mortgage
|
|
6.00%
|
|
6/1/2013
|
|
(2)
|
|
—
|
|
|
12,609
|
|
|
12,333
|
|
|
319
|
|
||||
First Mortgage
|
|
11.00%
|
|
1/1/2014
|
|
(2)
|
|
—
|
|
|
25,000
|
|
|
25,000
|
|
|
—
|
|
||||
Construction
|
|
20.51%
|
|
12/31/2012
|
|
(2)
|
|
—
|
|
|
5,400
|
|
|
5,400
|
|
|
168
|
|
||||
Individually less than 3%
|
|
10.00% to 11.60%
|
|
12/31/13 to Capital Event
|
|
(2)
|
|
—
|
|
|
2,198
|
|
|
269
|
|
|
90
|
|
||||
Sub-total first mortgages
|
|
8.60%
|
|
|
|
|
|
|
|
87,012
|
|
|
79,752
|
|
|
1,434
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Zero Coupon
|
|
24.00%
|
|
1/3/2016
|
|
(2)
|
|
166,200
|
|
|
5,644
|
|
|
3,961
|
|
|
—
|
|
||||
Mezzanine
|
|
10.00%
|
|
12/31/2013
|
|
(2)
|
|
85,835
|
|
|
9,089
|
|
|
9,089
|
|
|
176
|
|
||||
Mezzanine
|
|
15.00%
|
|
Capital Event
|
|
(2)
|
|
13,265
|
|
|
3,834
|
|
|
3,834
|
|
|
1,135
|
|
||||
Mezzanine
|
|
15.00%
|
|
11/9/2020
|
|
(2)
|
|
—
|
|
|
30,879
|
|
|
30,879
|
|
|
—
|
|
||||
Individually less than 3%
|
|
12.00% to 17.50%
|
|
1/1/17 to Capital Event
|
|
(2)
|
|
37,623
|
|
|
9,198
|
|
|
1,763
|
|
|
—
|
|
||||
Sub-total other
|
|
14.78%
|
|
|
|
|
|
|
|
58,644
|
|
|
49,526
|
|
|
1,311
|
|
|||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
145,656
|
|
|
$
|
129,278
|
|
|
$
|
2,745
|
|
(1)
|
The effective interest rate includes points and exit fees.
|
(2)
|
Interest only payable monthly, principal due on maturity.
|
|
Allowance for
|
||
(dollars in thousands)
|
Notes Receivable
|
||
Balance at December 31, 2010
|
$
|
3,036
|
|
Change in allowance, net
|
240
|
|
|
Balance at December 31, 2011
|
$
|
3,276
|
|
Change in allowance, net
|
405
|
|
|
Balance at December 31, 2012
|
$
|
3,681
|
|
|
|
December 31,
|
||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
||||
Deferred financing costs
|
|
$
|
31,835
|
|
|
$
|
24,438
|
|
Deferred leasing and other costs
|
|
32,302
|
|
|
27,192
|
|
||
|
|
64,137
|
|
|
51,630
|
|
||
Accumulated amortization
|
|
(37,360
|
)
|
|
(32,022
|
)
|
||
Total
|
|
$
|
26,777
|
|
|
$
|
19,608
|
|
(dollars in thousands)
|
|
Acquired lease intangible
|
||||||
|
|
Assets
|
|
Liabilities
|
||||
2013
|
|
$
|
4,490
|
|
|
$
|
2,196
|
|
2014
|
|
3,989
|
|
|
1,864
|
|
||
2015
|
|
3,787
|
|
|
1,692
|
|
||
2016
|
|
3,536
|
|
|
1,668
|
|
||
2017
|
|
2,798
|
|
|
1,506
|
|
||
Thereafter
|
|
13,375
|
|
|
5,189
|
|
||
Total
|
|
$
|
31,975
|
|
|
$
|
14,115
|
|
(dollars in thousands)
Borrower
|
|
Total amount of credit facility
|
|
Amount
borrowed
as of
December 31, 2011
|
|
Net borrowings (repayments) during the year ended
December 31, 2012
|
|
Amount
borrowed as of December 31, 2012
|
|
Letters
of credit outstanding
as of
December 31, 2012
|
|
Amount available under credit facilities
as of
December 31, 2012
|
||||||||||||
Acadia Realty, LP (1)
|
|
$
|
64,498
|
|
|
$
|
1,000
|
|
|
$
|
(1,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,498
|
|
Fund II
|
|
—
|
|
|
40,000
|
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fund III
|
|
—
|
|
|
136,079
|
|
|
(136,079
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fund IV
|
|
150,000
|
|
|
—
|
|
|
93,050
|
|
|
93,050
|
|
|
—
|
|
|
56,950
|
|
||||||
Total
|
|
$
|
214,498
|
|
|
$
|
177,079
|
|
|
$
|
(84,029
|
)
|
|
$
|
93,050
|
|
|
$
|
—
|
|
|
$
|
121,448
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||
Description of Debt and Collateral
|
|
12/31/2012
|
|
12/31/2011
|
|
Interest Rate at December 31, 2012
|
|
Maturity
|
|
Payment
Terms |
||||
Mortgage notes payable – variable-rate
|
|
|
|
|
|
|
|
|
|
|||||
161st Street
|
|
$
|
28,900
|
|
|
$
|
28,900
|
|
|
5.71%
(LIBOR+5.50%) |
|
4/1/2013
|
|
Interest only monthly.
|
CityPoint
|
|
20,650
|
|
|
20,650
|
|
|
2.71%
(LIBOR+2.50%) |
|
8/12/2013
|
|
Interest only monthly.
|
||
Pelham Manor
|
|
33,833
|
|
|
34,000
|
|
|
2.96%
(LIBOR+2.75%) |
|
12/1/2013
|
|
Monthly principal and interest.
|
||
Branch Shopping Plaza
|
|
12,526
|
|
|
12,761
|
|
|
2.46%
(LIBOR+2.25%) |
|
9/30/2014
|
|
Monthly principal and interest.
|
||
640 Broadway
|
|
22,750
|
|
|
—
|
|
|
3.16%
(LIBOR+2.95%) |
|
7/1/2015
|
|
Interest only monthly.
|
||
Heritage Shops
|
|
21,000
|
|
|
—
|
|
|
2.46%
(LIBOR+2.25%) |
|
8/10/2015
|
|
Interest only monthly.
|
||
Fordham Place
|
|
82,205
|
|
|
84,277
|
|
|
3.21%
(LIBOR+3.00%) |
|
9/25/2015
|
|
Monthly principal and interest.
|
||
Cortlandt Towne Center
|
|
73,499
|
|
|
50,000
|
|
|
2.11%
(LIBOR+1.90%) |
|
10/26/2015
|
|
Monthly principal and interest.
|
||
New Hyde Park Shopping Center
|
|
6,484
|
|
|
—
|
|
|
2.46%
(LIBOR+2.25%) |
|
11/10/2015
|
|
Monthly principal and interest.
|
||
Village Commons Shopping Center
|
|
9,192
|
|
|
9,310
|
|
|
1.61%
(LIBOR+1.40%) |
|
6/30/2018
|
|
Monthly principal and interest.
|
||
West Diversey
|
|
15,273
|
|
|
—
|
|
|
2.11%
(LIBOR+1.90%) |
|
4/27/2019
|
|
Monthly principal and interest.
|
||
4401 N White Plains Rd
|
|
6,381
|
|
|
—
|
|
|
2.11%
(LIBOR+1.90%) |
|
9/1/2022
|
|
Monthly principal and interest.
|
||
Sub-total mortgage notes payable
|
|
332,693
|
|
|
239,898
|
|
|
|
|
|
|
|
||
Secured credit facilities – variable-rate:
|
|
|
|
|
|
|
|
|
|
|||||
Fund III revolving subscription line of credit
|
|
—
|
|
|
136,079
|
|
|
2.46%
(LIBOR+2.25%) |
|
10/10/2012
|
|
Interest only monthly.
|
||
Six Core Portfolio properties
|
|
—
|
|
|
1,000
|
|
|
1.46%
(LIBOR+1.25%) |
|
12/1/2012
|
|
Annual principal and monthly interest.
|
||
Fund II term loan
|
|
—
|
|
|
40,000
|
|
|
3.11%
(LIBOR+2.90%) |
|
12/22/2014
|
|
Interest only monthly.
|
||
Fund IV revolving subscription line of credit (2)
|
|
93,050
|
|
|
—
|
|
|
1.86%
(LIBOR+1.65%) |
|
11/20/2015
|
|
Interest only monthly.
|
||
Sub-total secured credit facilities
|
|
93,050
|
|
|
177,079
|
|
|
|
|
|
|
|
||
Interest rate swaps (1)
|
|
(132,857
|
)
|
|
(57,027
|
)
|
|
|
|
|
|
|
||
Total variable-rate debt
|
|
292,886
|
|
|
359,950
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||
Description of Debt and Collateral
|
|
12/31/2012
|
|
12/31/2011
|
|
Interest Rate at December 31, 2012
|
|
Maturity
|
|
Payment
Terms |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage notes payable – fixed-rate
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lincoln Park Centre
|
|
$
|
19,478
|
|
|
$
|
—
|
|
|
5.85%
|
|
12/1/2013
|
|
Monthly principal and interest.
|
Clark Diversey
|
|
4,345
|
|
|
4,491
|
|
|
6.35%
|
|
7/1/2014
|
|
Monthly principal and interest.
|
||
New Loudon Center
|
|
13,634
|
|
|
13,882
|
|
|
5.64%
|
|
9/6/2014
|
|
Monthly principal and interest.
|
||
CityPoint
|
|
20,000
|
|
|
20,000
|
|
|
7.25%
|
|
11/1/2014
|
|
Interest only quarterly.
|
||
Crescent Plaza
|
|
17,025
|
|
|
17,287
|
|
|
4.98%
|
|
9/6/2015
|
|
Monthly principal and interest.
|
||
Pacesetter Park Shopping Center
|
|
11,742
|
|
|
11,941
|
|
|
5.12%
|
|
11/6/2015
|
|
Monthly principal and interest.
|
||
Elmwood Park Shopping Center
|
|
33,258
|
|
|
33,738
|
|
|
5.53%
|
|
1/1/2016
|
|
Monthly principal and interest.
|
||
Chicago Street Retail Portfolio
|
|
15,835
|
|
|
—
|
|
|
5.55%
|
|
2/1/2016
|
|
Monthly principal and interest.
|
||
The Gateway Shopping Center
|
|
20,036
|
|
|
20,308
|
|
|
5.44%
|
|
3/1/2016
|
|
Monthly principal and interest.
|
||
Acadia Cambridge
|
|
6,931
|
|
|
—
|
|
|
6.26%
|
|
5/1/2016
|
|
Monthly principal and interest.
|
||
Acadia 330 River Street
|
|
4,197
|
|
|
—
|
|
|
3.68%
|
|
5/1/2016
|
|
Monthly principal and interest.
|
||
Walnut Hill Plaza
|
|
23,194
|
|
|
23,458
|
|
|
6.06%
|
|
10/1/2016
|
|
Monthly principal and interest.
|
||
Rhode Island Place Shopping Center
|
|
16,426
|
|
|
—
|
|
|
6.35%
|
|
12/1/2016
|
|
Monthly principal and interest.
|
||
239 Greenwich Avenue
|
|
26,000
|
|
|
26,000
|
|
|
5.42%
|
|
2/11/2017
|
|
Interest only monthly.
|
||
639 West Diversey
|
|
4,431
|
|
|
—
|
|
|
6.65%
|
|
3/1/2017
|
|
Monthly principal and interest.
|
||
Merrillville Plaza
|
|
26,151
|
|
|
26,250
|
|
|
5.88%
|
|
8/1/2017
|
|
Monthly principal and interest.
|
||
216th Street
|
|
25,500
|
|
|
25,500
|
|
|
5.80%
|
|
10/1/2017
|
|
Interest only monthly.
|
||
CityPoint
|
|
5,262
|
|
|
—
|
|
|
1.00%
|
|
8/23/2019
|
|
Interest only monthly.
|
||
A&P Shopping Plaza
|
|
7,967
|
|
|
7,874
|
|
|
4.20%
|
|
9/6/2022
|
|
Monthly principal and interest.
|
||
Interest rate swaps (1)
|
|
132,857
|
|
|
57,027
|
|
|
5.41%
|
|
|
|
|
||
Total fixed-rate debt
|
|
434,269
|
|
|
287,756
|
|
|
|
|
|
|
|
||
Unamortized (discount) premium
|
|
(107
|
)
|
|
33
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
727,048
|
|
|
$
|
647,739
|
|
|
|
|
|
|
|
(1)
|
Represents the amount of the Company’s variable-rate debt that has been fixed through certain cash flow hedge transactions (Note 10).
|
(2)
|
The Fund IV revolving subscription line of credit is secured by unfunded investor capital commitments.
|
|
|
||
(dollars in thousands)
|
|||
2013
|
$
|
108,974
|
|
2014
|
56,191
|
|
|
2015
|
325,388
|
|
|
2016
|
116,402
|
|
|
2017
|
81,192
|
|
|
Thereafter
|
39,938
|
|
|
|
$
|
728,085
|
|
(dollars in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
4,416
|
|
|
$
|
—
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
(dollars in thousands)
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
||||||||
Notes Receivable
|
|
$
|
129,278
|
|
|
$
|
129,278
|
|
|
$
|
59,989
|
|
|
$
|
59,989
|
|
Mortgage Notes Payable and Convertible Notes Payable
|
|
$
|
727,978
|
|
|
$
|
734,807
|
|
|
$
|
648,669
|
|
|
$
|
652,269
|
|
|
|
Noncontrolling
Interests
in Operating
Partnership
|
|
Noncontrolling
Interests
in Partially-Owned
Affiliates
|
||||
(dollars in thousands)
|
|
|
|
|
|
|
||
Balance at December 31, 2011
|
|
$
|
9,992
|
|
|
$
|
375,203
|
|
Distributions declared of $0.72 per Common OP Unit
|
|
(1,098
|
)
|
|
—
|
|
||
Net income for the period January 1 through December 31, 2012
|
|
528
|
|
|
49,702
|
|
||
Conversion of 334,445 OP Units to Common Shares by limited partners of the Operating Partnership
|
|
(5,880
|
)
|
|
—
|
|
||
Issuance of LTIP Unit Awards to employees
|
|
2,577
|
|
|
—
|
|
||
Issuance of OP Units to acquire real estate
|
|
2,279
|
|
|
—
|
|
||
Other comprehensive income - unrealized loss on valuation of swap agreements
|
|
(72
|
)
|
|
(1,632
|
)
|
||
Reclassification of realized interest expense on swap agreements
|
|
20
|
|
|
827
|
|
||
Noncontrolling interest contributions
|
|
—
|
|
|
172,228
|
|
||
Noncontrolling interest distributions and other reductions
|
|
—
|
|
|
(160,663
|
)
|
||
Employee Long-term Incentive Plan Unit Awards
|
|
3,448
|
|
|
—
|
|
||
Balance at December 31, 2012
|
|
$
|
11,794
|
|
|
$
|
435,665
|
|
|
|
||
(dollars in thousands)
|
|||
2013
|
$
|
102,003
|
|
2014
|
93,026
|
|
|
2015
|
86,460
|
|
|
2016
|
81,154
|
|
|
2017
|
73,551
|
|
|
Thereafter
|
533,293
|
|
|
Total
|
$
|
969,487
|
|
|
|
||
(dollars in thousands)
|
|||
2013
|
$
|
4,248
|
|
2014
|
4,174
|
|
|
2015
|
4,362
|
|
|
2016
|
3,256
|
|
|
2017
|
3,256
|
|
|
Thereafter
|
126,425
|
|
|
Total
|
$
|
145,721
|
|
Options
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual
Term (years)
|
|
Aggregate Intrinsic
Value
(dollars in thousands)
|
||||||
Outstanding and exercisable at December 31, 2010
|
|
152,283
|
|
|
$
|
18.20
|
|
|
4.5
|
|
|
$
|
6
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
|
(2,000
|
)
|
|
8.21
|
|
|
—
|
|
|
24
|
|
||
Forfeited or Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding and exercisable at December 31, 2011
|
|
150,283
|
|
|
18.33
|
|
|
3.5
|
|
|
272
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
|
(12,636
|
)
|
|
14.23
|
|
|
—
|
|
|
137
|
|
||
Forfeited or Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding and exercisable at December 31, 2012
|
|
137,647
|
|
|
$
|
18.71
|
|
|
2.6
|
|
|
$
|
877
|
|
Unvested Restricted Shares and LTIP Units
|
|
Restricted
Shares
|
|
Weighted
Grant-Date
Fair Value
|
|
LTIP Units
|
|
Weighted
Grant-Date
Fair Value
|
||||||
Unvested at December 31, 2010
|
|
153,430
|
|
|
$
|
19.75
|
|
|
562,739
|
|
|
$
|
16.61
|
|
Granted
|
|
32,970
|
|
|
19.13
|
|
|
431,412
|
|
|
19.08
|
|
||
Vested
|
|
(104,196
|
)
|
|
20.95
|
|
|
(153,895
|
)
|
|
16.78
|
|
||
Forfeited
|
|
(6,465
|
)
|
|
14.73
|
|
|
(1,358
|
)
|
|
16.86
|
|
||
Unvested at December 31, 2011
|
|
75,739
|
|
|
18.25
|
|
|
838,898
|
|
|
17.85
|
|
||
Granted
|
|
30,153
|
|
|
21.88
|
|
|
281,714
|
|
|
21.99
|
|
||
Vested
|
|
(43,819
|
)
|
|
19.29
|
|
|
(176,926
|
)
|
|
16.92
|
|
||
Forfeited
|
|
(1,157
|
)
|
|
16.02
|
|
|
—
|
|
|
—
|
|
||
Unvested at December 31, 2012
|
|
60,916
|
|
|
$
|
19.36
|
|
|
943,686
|
|
|
$
|
19.27
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Ordinary income
|
|
63
|
%
|
|
75
|
%
|
|
100
|
%
|
Qualified dividend
|
|
—
|
%
|
|
22
|
%
|
|
—
|
%
|
Capital gain
|
|
37
|
%
|
|
3
|
%
|
|
—
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
TRS (loss) income before income taxes
|
|
$
|
(2,056
|
)
|
|
$
|
376
|
|
|
$
|
5,716
|
|
(Benefit) provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(592
|
)
|
|
222
|
|
|
2,164
|
|
|||
State and local
|
|
(147
|
)
|
|
59
|
|
|
543
|
|
|||
TRS net (loss) income before noncontrolling interests
|
|
(1,317
|
)
|
|
95
|
|
|
3,009
|
|
|||
Noncontrolling interests
|
|
702
|
|
|
1,245
|
|
|
(545
|
)
|
|||
TRS net (loss) income
|
|
$
|
(615
|
)
|
|
$
|
1,340
|
|
|
$
|
2,464
|
|
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal (benefit) provision at statutory tax rate
|
|
$
|
(699
|
)
|
|
$
|
128
|
|
|
$
|
1,943
|
|
TRS state and local taxes, net of federal benefit
|
|
(109
|
)
|
|
20
|
|
|
358
|
|
|||
Tax effect of:
|
|
|
|
|
|
|
|
|
|
|||
Permanent differences, net
|
|
809
|
|
|
(279
|
)
|
|
406
|
|
|||
Prior year overaccrual, net
|
|
(553
|
)
|
|
—
|
|
|
—
|
|
|||
Restricted stock vesting
|
|
(159
|
)
|
|
266
|
|
|
—
|
|
|||
Other
|
|
(35
|
)
|
|
133
|
|
|
(21
|
)
|
|||
REIT state and local income and franchise taxes
|
|
178
|
|
|
193
|
|
|
183
|
|
|||
Total (benefit) provision for income taxes
|
|
$
|
(568
|
)
|
|
$
|
461
|
|
|
$
|
2,869
|
|
|
|
Years ended December 31,
|
||||||||||
(dollars in thousands, except per share amounts)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
|
$
|
24,034
|
|
|
$
|
18,713
|
|
|
$
|
28,233
|
|
Less: net income attributable to participating securities
|
|
466
|
|
|
384
|
|
|
389
|
|
|||
Income from continuing operations net of income
|
|
23,568
|
|
|
18,329
|
|
|
27,844
|
|
|||
attributable to participating securities
|
|
|
|
|
|
|
||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Preferred OP Unit distributions
|
|
18
|
|
|
18
|
|
|
18
|
|
|||
Numerator for diluted earnings per Common Share
|
|
23,586
|
|
|
18,347
|
|
|
27,862
|
|
|||
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares for basic earnings per share
|
|
45,854
|
|
|
40,697
|
|
|
40,136
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|||
Employee share options
|
|
456
|
|
|
264
|
|
|
245
|
|
|||
Convertible Preferred OP Units
|
|
25
|
|
|
25
|
|
|
25
|
|
|||
Dilutive potential Common Shares
|
|
481
|
|
|
289
|
|
|
270
|
|
|||
Denominator for diluted earnings per share
|
|
46,335
|
|
|
40,986
|
|
|
40,406
|
|
|||
Basic earnings per Common Share from continuing operations attributable to Common Shareholders
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
Diluted earnings per Common Share from continuing operations attributable to Common Shareholders
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
(dollars in thousands, except per share amounts)
|
|
March 31, 2012
|
|
June 30, 2012
|
|
September 30, 2012
|
|
December 31, 2012
|
||||||||
Revenue
|
|
$
|
29,913
|
|
|
$
|
32,723
|
|
|
$
|
34,648
|
|
|
$
|
37,141
|
|
Income from continuing operations attributable to Common Shareholders
|
|
$
|
3,437
|
|
|
$
|
5,677
|
|
|
$
|
6,238
|
|
|
$
|
8,682
|
|
Income from discontinued operations attributable to Common Shareholders
|
|
573
|
|
|
1,162
|
|
|
1,343
|
|
|
12,594
|
|
||||
Net income attributable to Common Shareholders
|
|
$
|
4,010
|
|
|
$
|
6,839
|
|
|
$
|
7,581
|
|
|
$
|
21,276
|
|
Net income attributable to Common Shareholders per Common Share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.17
|
|
Income from discontinued operations
|
|
0.01
|
|
|
0.02
|
|
|
0.03
|
|
|
0.25
|
|
||||
Net income per share
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
Net income attributable to Common Shareholders per Common Share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.17
|
|
Income from discontinued operations
|
|
0.01
|
|
|
0.02
|
|
|
0.03
|
|
|
0.25
|
|
||||
Net income per share
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
0.42
|
|
Cash dividends declared per Common Share
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Weighted average Common Shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
42,735,731
|
|
|
44,245,401
|
|
|
46,338,218
|
|
|
50,046,774
|
|
||||
Diluted
|
|
43,146,093
|
|
|
44,673,565
|
|
|
46,812,349
|
|
|
50,582,584
|
|
(dollars in thousands, except per share amounts)
|
|
March 31, 2011
|
|
June 30, 2011
|
|
September 30, 2011
|
|
December 31, 2011
|
||||||||
Revenue
|
|
$
|
29,733
|
|
|
$
|
29,206
|
|
|
$
|
27,356
|
|
|
$
|
28,783
|
|
Income from continuing operations attributable to Common Shareholders
|
|
$
|
7,897
|
|
|
$
|
3,841
|
|
|
$
|
3,514
|
|
|
$
|
3,462
|
|
Income from discontinued operations attributable to Common Shareholders
|
|
1,526
|
|
|
26,393
|
|
|
497
|
|
|
4,425
|
|
||||
Net income attributable to Common Shareholders
|
|
$
|
9,423
|
|
|
$
|
30,234
|
|
|
$
|
4,011
|
|
|
$
|
7,887
|
|
Net income attributable to Common Shareholders per Common Share - basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.04
|
|
|
0.64
|
|
|
0.01
|
|
|
0.10
|
|
||||
Net income per share
|
|
$
|
0.23
|
|
|
$
|
0.73
|
|
|
$
|
0.10
|
|
|
$
|
0.18
|
|
Net income attributable to Common Shareholders per Common Share - diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Income from discontinued operations
|
|
0.04
|
|
|
0.64
|
|
|
0.01
|
|
|
0.11
|
|
||||
Net income per share
|
|
$
|
0.23
|
|
|
$
|
0.73
|
|
|
$
|
0.10
|
|
|
$
|
0.19
|
|
Cash dividends declared per Common Share
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Weighted average Common Shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
40,317,603
|
|
|
40,333,575
|
|
|
40,339,958
|
|
|
41,785,261
|
|
||||
Diluted
|
|
40,580,173
|
|
|
40,633,317
|
|
|
40,628,781
|
|
|
42,066,390
|
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at which
Carried at December 31, 2012 |
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Costs
Capitalized Subsequent to Acquisition |
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
||||||||||||||||
Shopping Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Core Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crescent Plaza
Brockton, MA |
|
$
|
17,025
|
|
|
$
|
1,147
|
|
|
$
|
7,425
|
|
|
$
|
1,335
|
|
|
$
|
1,147
|
|
|
$
|
8,760
|
|
|
$
|
9,907
|
|
|
$
|
6,385
|
|
|
1993
|
|
(a)
|
New Loudon Center
Latham, NY |
|
13,634
|
|
|
505
|
|
|
4,161
|
|
|
12,518
|
|
|
505
|
|
|
16,679
|
|
|
17,184
|
|
|
12,231
|
|
|
1993
|
|
(a)
|
||||||||
Mark Plaza
Edwardsville, PA |
|
—
|
|
|
—
|
|
|
4,268
|
|
|
(872
|
)
|
|
—
|
|
|
3,396
|
|
|
3,396
|
|
|
2,663
|
|
|
1993
|
|
(c)
|
||||||||
Plaza 422
Lebanon, PA |
|
—
|
|
|
190
|
|
|
3,004
|
|
|
2,301
|
|
|
190
|
|
|
5,305
|
|
|
5,495
|
|
|
4,336
|
|
|
1993
|
|
(c)
|
||||||||
Route 6 Mall
Honesdale, PA |
|
—
|
|
|
1,664
|
|
|
—
|
|
|
11,422
|
|
|
1,664
|
|
|
11,422
|
|
|
13,086
|
|
|
6,746
|
|
|
1994
|
|
(c)
|
||||||||
Bartow Avenue
Bronx, NY |
|
—
|
|
|
1,691
|
|
|
5,803
|
|
|
560
|
|
|
1,691
|
|
|
6,363
|
|
|
8,054
|
|
|
1,919
|
|
|
2005
|
|
(c)
|
||||||||
Amboy Road
Staten Island, NY |
|
—
|
|
|
—
|
|
|
11,909
|
|
|
2,035
|
|
|
—
|
|
|
13,944
|
|
|
13,944
|
|
|
2,813
|
|
|
2005
|
|
(a)
|
||||||||
Abington Towne Center
Abington, PA |
|
—
|
|
|
799
|
|
|
3,197
|
|
|
2,007
|
|
|
799
|
|
|
5,204
|
|
|
6,003
|
|
|
2,704
|
|
|
1998
|
|
(a)
|
||||||||
Bloomfield Town Square
Bloomfield Hills, MI |
|
—
|
|
|
3,207
|
|
|
13,774
|
|
|
20,420
|
|
|
3,207
|
|
|
34,194
|
|
|
37,401
|
|
|
11,867
|
|
|
1998
|
|
(a)
|
||||||||
Walnut Hill Plaza
Woonsocket, RI |
|
23,194
|
|
|
3,122
|
|
|
12,488
|
|
|
1,941
|
|
|
3,122
|
|
|
14,429
|
|
|
17,551
|
|
|
5,804
|
|
|
1998
|
|
(a)
|
||||||||
Elmwood Park Shopping Center
Elmwood Park, NJ |
|
33,258
|
|
|
3,248
|
|
|
12,992
|
|
|
15,401
|
|
|
3,798
|
|
|
27,843
|
|
|
31,641
|
|
|
13,235
|
|
|
1998
|
|
(a)
|
||||||||
Merrillville Plaza
Hobart, IN |
|
26,151
|
|
|
4,288
|
|
|
17,152
|
|
|
2,677
|
|
|
4,288
|
|
|
19,829
|
|
|
24,117
|
|
|
7,797
|
|
|
1998
|
|
(a)
|
||||||||
Marketplace of Absecon
Absecon, NJ |
|
—
|
|
|
2,573
|
|
|
10,294
|
|
|
3,799
|
|
|
2,577
|
|
|
14,089
|
|
|
16,666
|
|
|
5,574
|
|
|
1998
|
|
(a)
|
||||||||
Clark Diversey
Chicago, IL |
|
4,345
|
|
|
10,061
|
|
|
2,773
|
|
|
246
|
|
|
10,061
|
|
|
3,019
|
|
|
13,080
|
|
|
553
|
|
|
2006
|
|
(a)
|
||||||||
A&P Shopping Plaza
Boonton, NJ |
|
7,967
|
|
|
1,328
|
|
|
7,188
|
|
|
399
|
|
|
1,328
|
|
|
7,587
|
|
|
8,915
|
|
|
1,297
|
|
|
2006
|
|
(a)
|
||||||||
Chestnut Hill
Philadelphia, PA |
|
—
|
|
|
8,289
|
|
|
5,691
|
|
|
3,577
|
|
|
8,289
|
|
|
9,268
|
|
|
17,557
|
|
|
1,169
|
|
|
2006
|
|
(a)
|
||||||||
Third Avenue
Bronx, NY |
|
—
|
|
|
11,108
|
|
|
8,038
|
|
|
4,288
|
|
|
11,855
|
|
|
11,579
|
|
|
23,434
|
|
|
1,252
|
|
|
2006
|
|
(a)
|
||||||||
Hobson West Plaza
Naperville, IL |
|
—
|
|
|
1,793
|
|
|
7,172
|
|
|
1,771
|
|
|
1,793
|
|
|
8,943
|
|
|
10,736
|
|
|
3,638
|
|
|
1998
|
|
(a)
|
||||||||
Village Commons Shopping Center
Smithtown, NY |
|
9,192
|
|
|
3,229
|
|
|
12,917
|
|
|
3,934
|
|
|
3,229
|
|
|
16,851
|
|
|
20,080
|
|
|
6,691
|
|
|
1998
|
|
(a)
|
||||||||
Town Line Plaza
Rocky Hill, CT |
|
—
|
|
|
878
|
|
|
3,510
|
|
|
7,508
|
|
|
907
|
|
|
10,989
|
|
|
11,896
|
|
|
8,207
|
|
|
1998
|
|
(a)
|
||||||||
Branch Shopping Center
Smithtown, NY |
|
12,526
|
|
|
3,156
|
|
|
12,545
|
|
|
7,181
|
|
|
3,401
|
|
|
19,481
|
|
|
22,882
|
|
|
5,299
|
|
|
1998
|
|
(a)
|
||||||||
Methuen Shopping Center
Methuen, MA |
|
—
|
|
|
956
|
|
|
3,826
|
|
|
594
|
|
|
961
|
|
|
4,415
|
|
|
5,376
|
|
|
1,811
|
|
|
1998
|
|
(a)
|
||||||||
The Gateway Shopping Center
South Burlington, VT |
|
20,036
|
|
|
1,273
|
|
|
5,091
|
|
|
12,230
|
|
|
1,273
|
|
|
17,321
|
|
|
18,594
|
|
|
6,257
|
|
|
1999
|
|
(a)
|
||||||||
330 River Street
Cambridge, MA
|
|
4,197
|
|
|
3,510
|
|
|
2,886
|
|
|
—
|
|
|
3,510
|
|
|
2,886
|
|
|
6,396
|
|
|
77
|
|
|
2012
|
|
(a)
|
||||||||
Rhode Island Place Shopping Center
Washington, D.C.
|
|
16,426
|
|
|
4,340
|
|
|
17,360
|
|
|
—
|
|
|
4,340
|
|
|
17,360
|
|
|
21,700
|
|
|
217
|
|
|
2012
|
|
(a)
|
||||||||
Mad River Station
Dayton, OH |
|
—
|
|
|
2,350
|
|
|
9,404
|
|
|
1,058
|
|
|
2,350
|
|
|
10,462
|
|
|
12,812
|
|
|
3,926
|
|
|
1999
|
|
(a)
|
|
|
|
|
Initial Cost
to Company |
|
|
|
Amount at which
Carried at December 31, 2012 |
|
|
|
|
|
|
||||||||||||||||||||||
Description
|
|
Encumbrances
|
|
Land
|
|
Buildings &
Improvements |
|
Costs
Capitalized Subsequent to Acquisition |
|
Land
|
|
Buildings &
Improvements |
|
Total
|
|
Accumulated
Depreciation |
|
Date of
Acquisition (a) Construction (c) |
|
|
||||||||||||||||
Shopping Centers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pacesetter Park Shopping Center
Ramapo, NY |
|
11,742
|
|
|
1,475
|
|
|
5,899
|
|
|
2,040
|
|
|
1,475
|
|
|
7,939
|
|
|
9,414
|
|
|
3,023
|
|
|
1999
|
|
(a)
|
||||||||
239 Greenwich Avenue
Greenwich, CT |
|
26,000
|
|
|
1,817
|
|
|
15,846
|
|
|
549
|
|
|
1,817
|
|
|
16,395
|
|
|
18,212
|
|
|
5,701
|
|
|
1998
|
|
(a)
|
||||||||
West Shore Expressway
Staten Island, NY |
|
—
|
|
|
3,380
|
|
|
13,554
|
|
|
(55
|
)
|
|
3,380
|
|
|
13,499
|
|
|
16,879
|
|
|
2,206
|
|
|
2007
|
|
(a)
|
||||||||
West 54th Street
Manhattan, NY |
|
—
|
|
|
16,699
|
|
|
18,704
|
|
|
74
|
|
|
16,699
|
|
|
18,778
|
|
|
35,477
|
|
|
2,695
|
|
|
2007
|
|
(a)
|
||||||||
East 17th Street
Manhattan, NY |
|
—
|
|
|
3,048
|
|
|
7,281
|
|
|
40
|
|
|
3,048
|
|
|
7,321
|
|
|
10,369
|
|
|
945
|
|
|
2008
|
|
(a)
|
||||||||
West Diversey
Chicago, IL
|
|
15,273
|
|
|
8,576
|
|
|
17,256
|
|
|
—
|
|
|
8,576
|
|
|
17,256
|
|
|
25,832
|
|
|
683
|
|
|
2011
|
|
(a)
|
||||||||
Mercer Street
Manhattan, NY |
|
—
|
|
|
1,887
|
|
|
2,483
|
|
|
—
|
|
|
1,887
|
|
|
2,483
|
|
|
4,370
|
|
|
93
|
|
|
2011
|
|
(a)
|
||||||||
4401 White Plains
Bronx, NY |
|
6,381
|
|
|
1,581
|
|
|
5,054
|
|
|
—
|
|
|
1,581
|
|
|
5,054
|
|
|
6,635
|
|
|
168
|
|
|
2011
|
|
(a)
|
||||||||
Chicago Street Retail Portfolio
|
|
15,775
|
|
|
17,816
|
|
|
56,965
|
|
|
153
|
|
|
17,854
|
|
|
57,080
|
|
|
74,934
|
|
|
800
|
|
|
2011
|
|
(a)
|
||||||||
1520 Milwaukee Avenue
Chicago, IL
|
|
—
|
|
|
2,110
|
|
|
1,306
|
|
|
—
|
|
|
2,110
|
|
|
1,306
|
|
|
3,416
|
|
|
66
|
|
|
2012
|
|
(a)
|
||||||||
340 River Street
Cambridge, MA
|
|
6,528
|
|
|
4,704
|
|
|
10,208
|
|
|
—
|
|
|
4,704
|
|
|
10,208
|
|
|
14,912
|
|
|
237
|
|
|
2012
|
|
(a)
|
||||||||
930 North Rush Street
Chicago, IL
|
|
—
|
|
|
5,175
|
|
|
15,525
|
|
|
—
|
|
|
5,175
|
|
|
15,525
|
|
|
20,700
|
|
|
291
|
|
|
2012
|
|
(a)
|
||||||||
28 Jericho Turnpike
Westbury, NY
|
|
—
|
|
|
6,220
|
|
|
24,416
|
|
|
—
|
|
|
6,220
|
|
|
24,416
|
|
|
30,636
|
|
|
374
|
|
|
2012
|
|
(a)
|
||||||||
181 Main Street
Westport, CT
|
|
—
|
|
|
3,539
|
|
|
10,618
|
|
|
—
|
|
|
3,539
|
|
|
10,618
|
|
|
14,157
|
|
|
22
|
|
|
2012
|
|
(a)
|
||||||||
83 Spring Street
Manhattan, NY |
|
—
|
|
|
1,754
|
|
|
9,200
|
|
|
—
|
|
|
1,754
|
|
|
9,200
|
|
|
10,954
|
|
|
115
|
|
|
2012
|
|
(a)
|
||||||||
60 Orange Street
Bloomfield, NJ |
|
—
|
|
|
12,477
|
|
|
—
|
|
|
—
|
|
|
12,477
|
|
|
—
|
|
|
12,477
|
|
|
—
|
|
|
2012
|
|
(a)
|
||||||||
179-53 & 1801-03 Connecticut Avenue Washington, D.C.
|
|
—
|
|
|
5,811
|
|
|
17,433
|
|
|
—
|
|
|
5,811
|
|
|
17,433
|
|
|
23,244
|
|
|
—
|
|
|
2012
|
|
(a)
|
||||||||
639 West Diversey
Chicago, IL
|
|
4,431
|
|
|
2,672
|
|
|
8,016
|
|
|
—
|
|
|
2,672
|
|
|
8,016
|
|
|
10,688
|
|
|
—
|
|
|
2012
|
|
(a)
|
||||||||
Undeveloped Land
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|
|
|
|
|
|
|||||||||
Fund I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kroger/Safeway
Various |
|
—
|
|
|
—
|
|
|
4,215
|
|
|
—
|
|
|
—
|
|
|
4,215
|
|
|
4,215
|
|
|
4,016
|
|
|
2003
|
|
(a)
|
||||||||
Fund II:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pelham Plaza
Pelham Manor, NY |
|
33,833
|
|
|
—
|
|
|
—
|
|
|
57,001
|
|
|
—
|
|
|
57,001
|
|
|
57,001
|
|
|
6,055
|
|
|
2004
|
|
(a)
|
||||||||
Fordham Place
Bronx, NY |
|
82,205
|
|
|
11,144
|
|
|
18,010
|
|
|
102,590
|
|
|
16,254
|
|
|
115,490
|
|
|
131,744
|
|
|
11,912
|
|
|
2004
|
|
(a)
|
||||||||
216th Street
Manhattan, NY |
|
25,500
|
|
|
7,261
|
|
|
—
|
|
|
19,197
|
|
|
7,261
|
|
|
19,197
|
|
|
26,458
|
|
|
3,023
|
|
|
2005
|
|
(a)
|
||||||||
161st Street
Bronx, NY |
|
28,900
|
|
|
16,679
|
|
|
28,410
|
|
|
17,355
|
|
|
16,679
|
|
|
45,765
|
|
|
62,444
|
|
|
6,082
|
|
|
2005
|
|
(a)
|
||||||||
Fund III:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cortlandt Towne Center
Mohegan Lake, NY |
|
73,499
|
|
|
7,293
|
|
|
61,395
|
|
|
5,600
|
|
|
7,293
|
|
|
66,995
|
|
|
74,288
|
|
|
11,833
|
|
|
2009
|
|
(a)
|
||||||||
Cortlandt Crossing
Mohegan Lake, NY |
|
—
|
|
|
11,000
|
|
|
—
|
|
|
—
|
|
|
11,000
|
|
|
—
|
|
|
11,000
|
|
|
—
|
|
|
2012
|
|
(a)
|
||||||||
Heritage Shops
Chicago, IL |
|
21,000
|
|
|
13,131
|
|
|
15,409
|
|
|
54
|
|
|
13,131
|
|
|
15,463
|
|
|
28,594
|
|
|
923
|
|
|
2011
|
|
(a)
|
||||||||
654 Broadway
Manhattan, NY |
|
—
|
|
|
9,040
|
|
|
3,654
|
|
|
(2
|
)
|
|
9,040
|
|
|
3,652
|
|
|
12,692
|
|
|
99
|
|
|
2011
|
|
(a)
|
||||||||
New Hyde Park Shopping Center
New Hyde Park, NY |
|
6,484
|
|
|
3,115
|
|
|
7,285
|
|
|
623
|
|
|
3,115
|
|
|
7,908
|
|
|
11,023
|
|
|
208
|
|
|
2011
|
|
(a)
|
||||||||
640 Broadway
Manhattan, NY
|
|
22,750
|
|
|
12,503
|
|
|
19,960
|
|
|
—
|
|
|
12,503
|
|
|
19,960
|
|
|
32,463
|
|
|
487
|
|
|
2012
|
|
(a)
|
|
|
For the years ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
|
$
|
1,098,761
|
|
|
$
|
950,710
|
|
|
$
|
817,170
|
|
Other improvements
|
|
72,633
|
|
|
42,167
|
|
|
133,540
|
|
|||
Property Acquired
|
|
324,348
|
|
|
105,884
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
1,495,742
|
|
|
$
|
1,098,761
|
|
|
$
|
950,710
|
|
|
|
For the years ended December 31,
|
||||||||||
(dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
|
$
|
160,541
|
|
|
$
|
143,232
|
|
|
$
|
124,562
|
|
Depreciation related to real estate
|
|
26,488
|
|
|
17,309
|
|
|
18,670
|
|
|||
Balance at end of year
|
|
$
|
187,029
|
|
|
$
|
160,541
|
|
|
$
|
143,232
|
|
Name
|
Address
|
Marvin L. Slomowitz
|
|
Marvin J. Levine
|
c/o Stadtmauer Bailkin Levine & Masyr
110 East 59th Street New York, New York 10022 |
Harvey Shanus
|
c/o Mark Centers Trust
600 Third Avenue Kingston, Pennsylvania 18074 |
Joseph L. Castle II
|
c/o Castle Energy Corporation
512 Township Line Road One Valley Square, Suite 101 Blue Bell, Pennsylvania 19422 |
Lawrence Longua
|
c/o Mitsubishi Trust and Banking Corporation
520 Madison Avenue New York, New York 10022 |
Bennett Silvershein
|
c/o Grand Realty Group
7 Penn Plaza New York, New York 10001 |
John Vincent Weber
|
1020 16th Street, N.W.
Suite 300 Washington, D.C. 20036 |
SECTION 1.
|
DEFINITIONS 1
|
1.1.
|
Defined Terms 1
|
1.2.
|
Other Definitional Provisions 32
|
1.3.
|
Accounting Terms 33
|
1.4.
|
UCC Terms 33
|
1.5.
|
References to Agreement and Laws 33
|
1.6.
|
Times of Day 33
|
1.7.
|
Letter of Credit Amounts 33
|
SECTION 2.
|
REVOLVING CREDIT LOANS AND LETTERS OF CREDIT 34
|
2.1.
|
The Commitment 34
|
2.2.
|
Revolving Credit Commitment 34
|
2.3.
|
Manner of Borrowing 34
|
2.4.
|
Minimum Loan Amounts 36
|
2.5.
|
Funding 36
|
2.6.
|
Interest 37
|
2.7.
|
Determination of Rate 38
|
2.8.
|
Letters of Credit 38
|
2.9.
|
Qualified Borrowers 42
|
2.10.
|
Use of Proceeds, Letters of Credit and Borrower Guaranties 43
|
2.11.
|
Fees 43
|
2.12.
|
Unused Commitment Fee 43
|
2.13.
|
Letter of Credit Fees 43
|
2.14.
|
Extension of Maturity Date 44
|
2.15.
|
Increase in the Maximum Commitment 44
|
SECTION 3.
|
PAYMENT OF OBLIGATIONS 45
|
3.1.
|
Revolving Credit Notes 45
|
3.2.
|
Payment of Obligations 45
|
3.3.
|
Payment of Interest 45
|
3.4.
|
Payments on the Obligations 46
|
3.5.
|
Voluntary Prepayments 46
|
3.6.
|
Reduction or Early Termination of Commitments 47
|
3.7.
|
Lending Office 48
|
SECTION 4.
|
CHANGE IN CIRCUMSTANCES 48
|
4.1.
|
Taxes 48
|
4.2.
|
Illegality 53
|
4.3.
|
Inability to Determine Rates 53
|
4.4.
|
Increased Cost and Capital Adequacy 54
|
4.5.
|
Funding Losses 55
|
4.6.
|
Requests for Compensation 56
|
4.7.
|
Survival 56
|
SECTION 5.
|
SECURITY 56
|
5.1.
|
Liens and Security Interest 56
|
5.2.
|
The Collateral Accounts; Capital Calls 56
|
5.3.
|
Agreement to Deliver Additional Collateral Documents 57
|
5.4.
|
Subordination 58
|
SECTION 6.
|
CONDITIONS PRECEDENT TO LENDING 58
|
6.1.
|
Obligations of the Lenders 58
|
6.2.
|
Conditions to all Loans and Letters of Credit 61
|
6.3.
|
Addition of Qualified Borrowers 62
|
SECTION 7.
|
REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES 64
|
7.1.
|
Organization and Good Standing 64
|
7.2.
|
Authorization and Power 64
|
7.3.
|
No Conflicts or Consents 64
|
7.4.
|
Enforceable Obligations 65
|
7.5.
|
Priority of Liens 65
|
7.6.
|
Financial Condition 65
|
7.7.
|
Full Disclosure 65
|
7.8.
|
No Default 65
|
7.9.
|
No Litigation 65
|
7.10.
|
Material Adverse Effect 66
|
7.11.
|
Taxes 66
|
7.12.
|
Principal Office; Jurisdiction of Formation 66
|
7.13.
|
ERISA 66
|
7.14.
|
Compliance with Law 66
|
7.15.
|
Environmental Matters 66
|
7.16.
|
Capital Commitments and Contributions 66
|
7.17.
|
Fiscal Year 67
|
7.18.
|
Investor Documents 67
|
7.19.
|
Margin Stock 67
|
7.20.
|
Investment Company Status 67
|
7.21.
|
No Defenses 67
|
7.22.
|
No Withdrawals Without Approval 68
|
7.23.
|
Foreign Asset Control Laws 68
|
7.24.
|
Insider 68
|
7.25.
|
Investors 68
|
7.26.
|
Organizational Structure 68
|
7.27.
|
No Brokers 68
|
7.28.
|
Financial Condition 68
|
7.29.
|
Properties 69
|
7.30.
|
Borrower Managing Member Representation 69
|
7.31.
|
Guarantor Representation 69
|
7.32.
|
Guarantor General Partner Representation 69
|
7.33.
|
Pledgor Representation 69
|
7.34.
|
Investments 69
|
7.35.
|
Investor Documents 69
|
7.36.
|
Advisory Committee 69
|
SECTION 8.
|
AFFIRMATIVE COVENANTS OF THE CREDIT PARTIES 69
|
8.1.
|
Financial Statements, Reports and Notices 70
|
8.2.
|
Payment of Obligations 73
|
8.3.
|
Maintenance of Existence and Rights 73
|
8.4.
|
Operations and Properties 73
|
8.5.
|
Books and Records; Access 73
|
8.6.
|
Compliance with Law 73
|
8.7.
|
Insurance 74
|
8.8.
|
Authorizations and Approvals 74
|
8.9.
|
Maintenance of Liens 74
|
8.10.
|
Further Assurances 74
|
8.11.
|
Maintenance of Independence 74
|
8.12.
|
Investor Financial and Confirmation of Unfunded Capital Commitments 74
|
8.13.
|
Covenants of Qualified Borrowers 75
|
8.14.
|
Investor Default 75
|
8.15.
|
Collateral Account 75
|
8.16.
|
Compliance with Anti Terrorism Laws 75
|
8.17.
|
Solvency 75
|
8.18.
|
Returned Capital 75
|
SECTION 9.
|
NEGATIVE COVENANTS 76
|
9.1.
|
Credit Party Information 76
|
9.2.
|
Mergers, Etc 76
|
9.3.
|
Negative Pledge 76
|
9.4.
|
Fiscal Year and Accounting Method 76
|
9.5.
|
Transfer of Interests; Admission of Investors 76
|
9.6.
|
Constituent Documents 77
|
9.7.
|
Transfer of Borrower Managing Member’s Interest 78
|
9.8.
|
Negative Pledge 78
|
9.9.
|
Notice of Withdrawals 78
|
9.10.
|
Alternative Investment Vehicles and Parallel Investment Vehicles; Transfers of Capital Commitments 78
|
9.11.
|
Limitation on Indebtedness 78
|
9.12.
|
Capital Commitments 78
|
9.13.
|
Capital Calls 79
|
9.14.
|
ERISA Compliance 79
|
9.15.
|
Dissolution 79
|
9.16.
|
Environmental Matters 79
|
9.17.
|
Limitations on Distributions 79
|
9.18.
|
Limitation on Withdrawals 79
|
9.19.
|
Fund Structure 79
|
9.20.
|
Limitations of Use of Loan Proceeds 79
|
9.21.
|
Capital Returns 80
|
9.22.
|
Investment Period Termination Date 80
|
9.23.
|
Transactions with Affiliates 80
|
9.24.
|
Deposits to Collateral Accounts 80
|
SECTION 10.
|
EVENTS OF DEFAULT 80
|
10.1.
|
Events of Default 80
|
10.2.
|
Remedies Upon Event of Default 83
|
10.3.
|
Lender Offset 85
|
10.4.
|
Performance by the Administrative Agent 85
|
10.5.
|
Good Faith Duty to Cooperate 85
|
SECTION 11.
|
AGENCY PROVISIONS 86
|
11.1.
|
Appointment and Authorization of Agents 86
|
11.2.
|
Delegation of Duties 86
|
11.3.
|
Exculpatory Provisions 87
|
11.4.
|
Reliance on Communications 87
|
11.5.
|
Notice of Default 88
|
11.6.
|
Non-Reliance on Agents and Other Lenders 88
|
11.7.
|
Indemnification 88
|
11.8.
|
Agents in Their Individual Capacity 89
|
11.9.
|
Successor Agents 89
|
11.10.
|
Reliance by the Borrowers 91
|
11.11.
|
Administrative Agent May File Proofs of Claim 91
|
SECTION 12.
|
MISCELLANEOUS 92
|
12.1.
|
Amendments 92
|
12.2.
|
Sharing of Offsets 94
|
12.3.
|
Sharing of Collateral 94
|
12.4.
|
Waiver 95
|
12.5.
|
Payment of Expenses; Indemnity 95
|
12.6.
|
Notice 97
|
12.7.
|
Governing Law 99
|
12.8.
|
Choice of Forum; Consent to Service of Process and Jurisdiction; Waiver of Trial by Jury 99
|
12.9.
|
Invalid Provisions 99
|
12.10.
|
Entirety 100
|
12.11.
|
Successors and Assigns; Participations 100
|
12.12.
|
All Powers Coupled with Interest 105
|
12.13.
|
Headings 105
|
12.14.
|
Survival 105
|
12.15.
|
Full Recourse 105
|
12.16.
|
Availability of Records; Confidentiality 105
|
12.17.
|
USA Patriot Act Notice 106
|
12.18.
|
Multiple Counterparts 106
|
12.19.
|
Term of Agreement 106
|
12.20.
|
Inconsistencies with Other Documents 107
|
SECTION 13.
|
GUARANTY 107
|
13.1.
|
Guaranty of Payment and Performance 107
|
13.2.
|
Obligations Unconditional 107
|
13.3.
|
Modifications 109
|
13.4.
|
Waiver of Rights 109
|
13.5.
|
Reinstatement 110
|
13.6.
|
Remedies 110
|
13.7.
|
Subrogation 110
|
13.8.
|
Inducement 111
|
13.9.
|
Combined Liability 111
|
13.10.
|
Borrower Information 111
|
13.11.
|
Instrument for the Payment of Money 111
|
SCHEDULE I:
|
Credit Party Information
|
Sponsor Rating/Responsible Party Rating
|
Minimum Funding Ratio
|
|
A-/A3 or higher
|
No minimum
|
|
BBB+/Baa1 or higher
|
90%; or
|
|
|
|
(A)
|
any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable written request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
|
(B)
|
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested in writing by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable written request of the Borrowers or the Administrative Agent), whichever of the following is applicable:
|
(i)
|
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
|
(ii)
|
executed originals of IRS Form W-8ECI;
|
(iii)
|
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any of the Borrowers within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code and (y) executed originals of IRS Form W-8BEN; or
|
(iv)
|
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a certification as provided in
clause (iii)
immediately above, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide such certification on behalf of each such direct and indirect partner;
|
(C)
|
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested in writing by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Credit Agreement (and from time to time thereafter upon the reasonable written request of the Borrowers or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowers or the
|
(D)
|
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested in writing by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested in writing by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this
clause (D)
, “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.
|
a.
|
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowers and such Person, remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “
Removal Effective Date
”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
|
b.
|
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers
|
c.
|
Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.
|
(i)
|
if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and
|
(ii)
|
the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in
Sections 2.8(h)
and
4.9
or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans and Letters of Credit to any assignee or participant, other than to the Borrowers or any of their Subsidiaries (as to which the provisions of this paragraph shall apply).
|
1.
|
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Lending Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Lending Fund, no minimum amount need be assigned; and;
|
2.
|
in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of such “Trade Date”) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that the Borrowers shall be deemed to have given their consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth (5th) Business Day.
|
1.
|
the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Lending Fund;
provided
, that the Borrowers shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and
provided
,
further
, that the Borrowers’ consent shall not be required during the primary syndication of the Credit Facility;
|
2.
|
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Lending Fund with respect to such Lender; and
|
3.
|
the consent of the Letter of Credit Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.
|
By:
|
Acadia Realty Trust, a Maryland real estate investment trust,
its general partner |
Lender Name
|
Commitment
|
Bank of America, N.A.
|
$150,000,000
|
By:
|
[______________________________],
its [______________] |
By:
|
[______________________________],
its [______________] |
By:
|
[______________________________],
its [______________] |
By:
|
[______________________________],
its [______________] |
By:
|
[______________________________],
its [______________] |
By:
|
[______________________________],
its [______________] |
1.
|
This assignment of the Collateral Account shall secure the payment and the performance of the Obligations (as defined in the Credit Agreement).
|
2.
|
Assignor represents and warrants that:
|
a.
|
subject to Administrative Agent’s and the Secured Parties’ rights with respect to the Collateral Account on the records of the Depository, Assignor is the sole owner of the Collateral Account and has authority to execute and deliver this assignment;
|
b.
|
except for any financing statement which may have been filed by the Administrative Agent for the benefit of the Secured Parties, no financing statement covering the Collateral Account, or any part thereof, has been filed with any filing officer;
|
c.
|
except for the security agreement entered into in favor of the Administrative Agent on behalf of the Secured Parties, no other assignment or security agreement has been executed with respect to the Collateral Account; and
|
d.
|
the Collateral Account is not subject to any Liens or offsets of any Person other than Administrative Agent, the Secured Parties and the Depository.
|
3.
|
So long as the Obligations or any part thereof remains unpaid, Assignor covenants and agrees:
|
a.
|
(i) from time to time promptly to execute and deliver to Administrative Agent all such other assignments, certificates, passbooks, and supplemental writings, and do all other acts or things as Administrative Agent may reasonably request in order to more fully evidence and perfect the security interest herein created; and (ii) Administrative Agent may file such financing statements, amendments thereto and continuations thereof as Administrative Agent may reasonably deem appropriate in order to more fully evidence and perfect the security interest herein created;
|
b.
|
promptly to furnish Administrative Agent with any information or writings which Administrative Agent may reasonably request concerning the Collateral Account;
|
c.
|
promptly to notify Administrative Agent of any change in any fact or circumstances warranted or represented by Assignor herein or in any other writing furnished by Assignor to Administrative Agent in connection with the Collateral Account or the Obligations;
|
d.
|
promptly to notify Administrative Agent of any claim, action, or proceeding affecting title to the Collateral Account, or any part thereof, or the security interest herein, and, at the request of Administrative Agent, appear in and defend any such action or proceeding; and
|
e.
|
to pay to Administrative Agent the amount of any court costs and reasonable attorney’s fees assessed by a court and incurred by Administrative Agent following any Event of Default or Cash Control Event hereunder.
|
4.
|
Assignor covenants and agrees that without the prior consent of Administrative Agent Assignor will not:
|
a.
|
create any Lien in or upon, or otherwise encumber, or assign the Collateral Account, or any part thereof, or permit the same to be or become subject to any Lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, except the Lien herein created and any offset rights inuring to the benefit of Depository, but only to the extent same are subordinated to Secured Parties’ Liens; or
|
b.
|
request, make or allow to be made any withdrawals from the Collateral Account except as provided hereunder or in
Section 5.2
of the Credit Agreement.
|
5.
|
Administrative Agent’s or the Secured Parties’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by:
|
a.
|
any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent, on behalf of the Secured Parties, or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations;
|
b.
|
any full or partial release of any security for the Obligations;
|
c.
|
any other action taken or omitted to be taken by Administrative Agent, on behalf of the Secured Parties, or the Secured Parties in connection with the Obligations, whether or not such action or omission prejudices Assignor or increases the likelihood that the Collateral Account will be applied to the Obligations; or
|
d.
|
notice of any of the foregoing.
|
6.
|
Administrative Agent, in its discretion, without in any manner impairing any rights and powers of Secured Parties hereunder, may, at any time and from time to time, without further consent of or notice to Assignor, and with or without valuable consideration:
|
a.
|
renew or extend the maturity of or accept partial payments upon the Obligations or any part thereof;
|
b.
|
release any person primarily or secondarily liable in respect of the Obligations or any security therefor;
|
c.
|
alter in any manner that the Secured Parties may elect the terms of any instrument evidencing the Obligations or any part thereof either as to the maturity thereof, rate of interest, method of payment, parties thereto or otherwise;
|
d.
|
renew, extend or accept partial payments upon, release or permit substitutions for or withdrawals of, any security (other than the Collateral Account) at any time directly or indirectly, immediately or remotely, securing the payment of the Obligations or any part thereof; and
|
e.
|
release or pay to Assignor, or any other person otherwise entitled thereto, any amount paid or payable in respect of any such other direct or indirect security for the Obligations, or any part thereof.
|
7.
|
Should any person other than Assignor have heretofore executed or hereafter execute, in favor of the Secured Parties, any deed of trust, mortgage, or security agreement, or have heretofore pledged or hereafter pledge any other property to secure the payment of the Obligations, or any part thereof, the exercise by the Secured Parties of any right or power conferred upon any of them in any such instrument, or by any such pledge, shall be wholly discretionary with each Secured Party, and the exercise or failure to exercise any such right or power shall not impair or diminish the Secured Parties’ rights, titles, interest, Liens, and powers existing hereunder.
|
8.
|
The term “
Event of Default
,” as used herein, means the existence of any “
Event of Default
” described in the Credit Agreement.
|
9.
|
The term “
Cash Control Event
,” as used herein, shall mean if, on any date of determination, (a) an Event of Default has occurred and is continuing; (b) a Potential Default has occurred and is continuing; or (c) the Principal Obligations exceed the Available Commitment.
|
10.
|
a. During the existence of an Event of Default, Administrative Agent, on behalf of the Secured Parties, in addition to any other remedies it may have, may do one or more of the following:
|
i.
|
declare the Obligations immediately due and payable;
|
ii.
|
demand payment and performance thereof from the funds in or credited to the Collateral Account; and
|
iii.
|
withdraw funds from the Collateral Account and apply all or any portion of the Collateral Account to the Obligations as described in
paragraph 13
hereof.
|
b.
|
Assignor hereby authorizes Administrative Agent during the existence of an Event of Default and so long as any part of the Obligations remain outstanding:
|
i.
|
to withdraw, collect, and receipt for any and all funds on deposit in or payable on the Collateral Account, and apply such funds to payment of the Obligations;
|
ii.
|
on behalf of Assignor to receive, take, assign, deliver, accept, deposit, and endorse the name of Assignor upon any checks, drafts, or other instruments payable to Assignor evidencing payment on the Collateral Account;
|
iii.
|
to surrender or present for notation of withdrawal the passbook, certificate, or other documents issued to Assignor in connection with the Collateral Account; and
|
iv.
|
exercise any other rights or take any other actions specified herein or in the Credit Agreement.
|
11.
|
Upon the occurrence of a Cash Control Event, Administrative Agent, on behalf of the Secured Parties, in addition to any other remedies it may have, may restrict or prohibit withdrawals from the Collateral Account.
|
12.
|
Neither Administrative Agent nor any other Secured Party shall be liable for any loss of interest on or any penalty or charge assessed against funds in, payable on, or credited to the Collateral Account as a result of Administrative Agent, or any Secured Party exercising any of its rights or remedies under, and in accordance with, this assignment, except to the extent resulting from gross negligence or willful misconduct.
|
13.
|
Administrative Agent shall be entitled to apply any and all funds received by it hereunder toward payment and performance of the Obligations in such order and manner as Administrative Agent, in its absolute discretion, may elect. If such funds are not sufficient to pay and perform the Obligations in full, Assignor shall remain liable for any deficiency, the liability of each person obligated on the Obligations to be determined by Administrative Agent following its receipt and crediting of such funds. Upon full and final payment of the Obligations, the rights of Administrative Agent in and to the Collateral Account hereunder will be deemed to be released and of no further force and effect.
|
14.
|
All rights, titles, interests, Liens, and remedies of Secured Parties hereunder are cumulative of each other and of every other right, title, interest, Lien, or remedy which the Secured Parties may otherwise have at law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or
|
15.
|
Should any part of the Obligations be payable in installments, the acceptance by Administrative Agent at any time and from time to time of part payment of the aggregate amount of all installments then matured shall not be deemed to be a waiver of the default then existing. No waiver by the Secured Parties of any default shall be deemed to be a waiver of any other subsequent default, nor shall any such waiver by the Secured Parties be deemed to be a continuing waiver. No delay or omission by the Secured Parties in exercising any right or power hereunder, or under any other writings executed by Assignor as security for or in connection with the Obligations, shall impair any such right or power or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of the Secured Parties hereunder or under such other writings.
|
16.
|
No provision herein or in any promissory note, instrument, or any other loan document evidencing the Obligations shall require the payment or permit the collection of interest in excess of the maximum permitted by law. If any excess of interest in such respect is provided for herein or in any such promissory note, instrument, or any other loan document, the provisions of this paragraph shall govern, and the Assignor shall not be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted by law. The intention of the parties being to conform strictly to the usury laws now in force, all promissory notes, instruments, and other loan documents evidencing the Obligations shall be held subject to reduction to the amount allowed under said usury laws as now or hereafter construed by the courts having jurisdiction.
|
17.
|
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
|
18.
|
(a) PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THIS ASSIGNMENT, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS ASSIGNMENT. (b) NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO AGREE THAT THE STATE OF NEW YORK SHALL BE DEEMED TO BE THE JURISDICTION OF THE DEPOSITORY FOR PURPOSES OF ANY MATTER IN RESPECT HEREOF RELATING TO OR ARISING UNDER SECTION 9-304 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT FROM TIME TO TIME IN THE STATE OF NEW YORK.
(c) ASSIGNOR AND BANK OF AMERICA EXPRESSLY AGREE THAT THE TERMS AND CONDITIONS OF ANY AGREEMENT ESTABLISHING THE COLLATERAL ACCOUNT OR OTHERWISE GOVERNING THE COLLATERAL ACCOUNT SHALL, TO THE EXTENT INCONSISTENT HEREWITH (INCLUDING IN RESPECT OF THE FOREGOING CLAUSE (b)), BE SUBORDINATE TO AND CONTROLLED BY THIS ASSIGNMENT OF COLLATERAL ACCOUNT
.
|
19.
|
Any suit, action or proceeding against Assignor with respect to this Assignment or any judgment entered by any court in respect thereof, may be brought in the courts of the State of New York, or
|
20.
|
This assignment shall be binding on and inure to the benefit of Assignor and Administrative Agent and their respective successors and permitted assigns.
|
21.
|
This Assignment and the provisions set forth herein shall continue until the full, final, and complete satisfaction of the Obligations, and the Administrative Agent’s and the Secured Parties’ rights hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (i) the renewal, extension, modification, amendment or alteration of the Credit Agreement or any other Loan Document or any related document or instrument; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent or the Secured Parties to any primary or secondary obligor or in connection with any security for the Obligations; (iii) any full or partial release of any of the foregoing; or (iv) notice of any of the foregoing.
|
22.
|
On the full, final, and complete satisfaction of the Obligations, this Assignment shall be of no further force or effect. Thereafter, upon request, Administrative Agent, on behalf of the Secured Parties, shall reasonably provide Assignor, at Assignor’s sole expense, a written release of Assignor’s obligations hereunder and an assignment of the Collateral Account to Assignor.
|
23.
|
In the event of a conflict or inconsistency between any provision of this agreement with any provision of the Credit Agreement, the Credit Agreement will control.
|
1.
|
Name of Qualified Borrower (if applicable):
|
|
2.
|
Amount of Borrowing:
|
|
3.
|
Date of Borrowing:
|
|
4.
|
Type of Borrowing (check one box only):
|
|
Reference Rate Loan LIBOR Rate Loan
|
Name of Assignor:
|
|
Notice Information of Assignor:
|
|
Assignor’s Commitment Prior to Assignment:
|
$
|
Percentage of Assignor’s Commitment Assigned:
|
%
|
Assignor’s Amount of Outstanding Loans After Assignment:
|
$
|
Assignor’s Amount of Outstanding Letter of Credit Liability After Assignment:
|
$
|
Assignor’s Amount of Undrawn Maximum Commitment:
|
$
|
Assignor’s Commitment After Assignment:
|
$
|
Assignor’s Percentage Interest of Total Maximum Commitment After Assignment:
|
%
|
Name of Assignee:
|
|
Notice Information of Assignee:
|
|
Assignee’s Commitment Prior to Assignment:
|
$
|
Assignee’s Amount of Outstanding Loans After Assignment:
|
$
|
Assignee’s Amount of Outstanding Letter of Credit Liability After Assignment:
|
$
|
Assignee’s Amount of Undrawn Maximum Commitment:
|
$
|
Assignee’s Commitment After Assignment:
|
$
|
Assignee’s Percentage Interest of Total Maximum Commitment After Assignment:
|
%
|
QUALIFIED BORROWER
|
AMOUNT OF NOTE
|
DATE OF NOTE
|
[NAME]
|
$[AMOUNT]
|
[DATE]
|
QUALIFIED BORROWER
|
AMOUNT OF NOTE
|
DATE OF NOTE
|
[NAME]
|
$[AMOUNT]
|
[DATE]
|
Re:
|
Revolving Credit Facility (the “
Credit Facility
”) established pursuant to that certain Revolving Credit Agreement (as the same may be modified, amended, or restated from time to time, the “
Credit Agreement
”), entered into or to be entered into by and among Acadia Strategic Opportunity Fund IV LLC (“
Borrower
”), Acadia Realty Acquisition IV LLC (“
Managing Member
”), Acadia Realty Limited Partnership, as Guarantor, Acadia Realty Trust, as Guarantor General Partner, Acadia Investors IV, Inc. (“
Pledgor
”), Bank of America, N.A., as Administrative Agent, the Structuring Agent, the Sole Bookrunner, the Sole Lead Arranger, the Letter of Credit Issuer and a Lender (collectively, with any other financial institutions from time to time a party thereto as lenders, the “
Lenders
”, and each, a “
Lender
”).
|
Bank:
|
Bank of America, N.A.
|
Account Number:
|
[_________]
|
ABA Number:
|
[_________]
|
Reference:
|
Acadia Strategic Opportunity Fund IV LLC Collateral Account
|
Contact Person:
|
[_________]
|
By:
|
Name: Title: |
RE:
|
That certain Revolving Credit Agreement dated as of November 21, 2012 by and among [NAME OF BORROWER], a [jurisdiction of organization] [type of organization] and [NAME OF BORROWER], a [jurisdiction of organization] [type of organization] [, any Borrowers which become a party thereto pursuant to Section 6.3 or Section 6.4 thereof] (each, a “
Borrower
”, and collectively, the “
Borrowers
”), [GUARANTORS], the banks and financial institutions listed on the signature pages thereof as the Initial Lenders (the “
Initial Lenders
”), each of the other lending institutions that becomes a lender thereunder (together with the Initial Lenders, each a “
Lender
” and collectively, the “
Lenders
”), BANK OF AMERICA, N.A., as the Administrative Agent, the Letter of Credit Issuer, as a Lender, as the Sole Bookrunner and Sole Lead Arranger (as the same may be modified, amended, or restated from time to time, the “
Credit Agreement
”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
|
(i)
|
With respect to any Inspection Objections that can be remedied by delivery of documentation to or from a Governmental Agency (the “
Inspection Objection Documentation
”), Sellers shall exercise commercially reasonable efforts to deliver to Purchaser prior to Closing any such Inspection Objection Documentation.
|
(ii)
|
If Sellers are unable to obtain any such Inspection Objection Documentation prior to Closing despite such commercially reasonable efforts, Sellers shall so notify Purchaser in writing prior to Closing of such fact (provided that such failure shall not be a failure of a condition precedent to Purchaser’s obligations hereunder, which shall be unaffected by such failure), and Sellers will continue to exercise commercially reasonable efforts to obtain the Inspection Objection Documentation post-Closing, subject to subparagraph (iii) below, until it has so delivered same to
|
(iii)
|
With respect to the Inspection Objection relating to the Atlantic Avenue Property only, Seller shall exercise commercially reasonable efforts to complete (or cause to be completed) the work described on Schedule 4.2 to remedy such respective objection (the “
Atlantic Work
”) prior to Closing; provided, however, in the event that Seller fails to complete such work prior to Closing such failure shall not be a default by Seller or a failure of a condition precedent to Purchaser’s obligations hereunder and Seller shall, in such event, continue to exercise commercially reasonable efforts to complete (or cause to be completed) the work described on Schedule 4.2 to remedy such respective Inspection Objection. Upon completion of the work, Seller shall exercise commercially reasonable efforts to seek the Inspection Objection Documentation with respect to such work in accordance with this Section 4.2.
|
(ii)
|
Seller shall use commercially reasonable efforts to obtain and to deliver to Purchaser the Ground Lease Estoppels.
|
(i)
|
Sellers or Purchaser, as appropriate, shall deliver to the Title Agent at the Closing certified check(s), payable to the order of the appropriate tax collecting agency or official, in the amount of all Conveyance Taxes. Instead of paying any of its portion of such Conveyance Taxes directly, Sellers may elect to offset the amount thereof against the Contract Price, in which event Purchaser shall pay same for the account of Sellers.
|
(i)
|
Real property and personal property taxes upon the Properties for the current calendar or fiscal year; Sellers’ pro rata portion of such taxes shall be based upon taxes actually assessed for the current calendar or fiscal year. If, for any reason, such taxes for the current calendar year have not been assessed on the Property, such proration shall be estimated based upon such taxes for the immediately preceding calendar or fiscal year, and thereafter adjusted when actual amounts become available;
|
(ii)
|
Amounts paid or payable under the Service Agreements and similar agreements affecting the Property which are assumed by Purchaser, including the Renovation Agreements;
|
(iii)
|
Rents, not in arrears, and any prepaid rent under all Leases existing at Closing, subject to
Section 9.9(g)
below; and
|
(iv)
|
Any and all other customary expense and income items relative to the Property.
|
PURCHASER:
|
SELLERS:
|
SP HOLDINGS I LLC,
a Delaware limited liability company |
ACADIA STORAGE COMPANY LLC,
a Delaware limited liability company |
By: SP MG I, LLC, a Delaware limited
Liability company, is managing member
By: SP BCR I, LLC a Delaware limited liability company, its sole member
By:
/s/ Bruce C. Roch
Name:
Bruce C. Roch
__________________
Title: Sole Member ___________________ |
ACADIA STORAGE POST PORTFOLIO COMPANY LLC,
a Delaware limited liability company |
Date of Execution:
12-14-12
____________
|
ACADIA SUFFERN LLC,
a Delaware limited liability company
ACADIA ATLANTIC AVENUE LLC,
a Delaware limited liability company
ACADIA PELHAM MANOR LLC,
a Delaware limited liability company
ACADIA LIBERTY LLC,
a Delaware limited liability company |
|
By:
/s/ Robert Masters
______________
Name: Robert Masters Title: Senior Vice President |
|
Date of Execution:
12-14-12
___________
|
|
|
|
|
|
|
|
|
|
Property
|
Amount
|
||
1.
|
Fordham
|
|
$23,160,847
|
|
2.
|
Ridgewood
|
|
$23,912,133
|
|
3.
|
Long Island City
|
|
$38,301,568
|
|
4.
|
Suffern
|
|
$16,808,040
|
|
5.
|
Linden
|
|
$17,373,897
|
|
6.
|
Webster
|
|
$9,733,979
|
|
7.
|
Jersey City
|
|
$17,975,924
|
|
8.
|
Lawrence
|
|
$29,251,569
|
|
9.
|
New Rochelle
|
|
$11,430,634
|
|
10.
|
Yonkers
|
|
$23,790,384
|
|
11.
|
Bruckner
|
|
$24,120,881
|
|
12.
|
Atlantic
|
|
$25,695,450
|
|
13.
|
Pelham
|
|
$11,888,250
|
|
14.
|
Ozone Park
|
|
$20,459,444
|
|
|
TOTAL:
|
|
$293,903,000
|
|
1.
|
Atlantic
|
2.
|
Bruckner
|
3.
|
Fordham
|
4.
|
Jersey City
|
5.
|
Lawrence
|
6.
|
Linden
|
7.
|
Long Island City
|
8.
|
New Rochelle
|
9.
|
Pelham
|
10.
|
Ridgewood
|
11.
|
Suffern
|
12.
|
Webster
|
13.
|
Yonkers
|
|
GRANTOR:
[______________]
By: _______________________________ |
|
|
STATE OF
|
)
|
RECORD AND RETURN TO:
|
Prepared By:_______________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[________________________],
|
Attest: ________________________
|
a [________________________]
|
Name:
|
|
Title:
|
|
|
By: ______________________________
|
|
Name:
|
|
Title:
|
STATE OF
|
)
|
|
: ss
|
COUNTY OF
|
)
|
Type of Truck
|
TRUCK VIN #
|
PLATE #
|
Model
|
Box
|
1GDHG31R5X1040197
|
XR-104V
|
1999 GMC
|
Box
|
1GDHG31R7X1041948
|
XR-103V
|
1999 GMC
|
Box
|
1FDWE35L12HB32989
|
XR-105V
|
2002 FORD
|
Box
|
1FDWE35l31HA91053
|
XS-6398
|
2001 FORD E-350
|
Van
|
1FTNE24W67DA49532
|
XR-508H
|
2007 FORD E-250 Van
|
Van
|
1FTNE24W07DA49526
|
XR-510H
|
2007 FORD E-250 Van
|
Van
|
1FTNE24W97DA41389
|
XR512H
|
2007 FORD E-250 Van
|
Van
|
1FTNE24W77DA44985
|
XR-511H
|
2007 FORD E-250 Van
|
Van
|
1FTNE24W17DA44982
|
XR-509H
|
2007 FORD E-250 Van
|
Van
|
2A4RR5D10AR286639
|
|
2010 CHRYSLER T&C Van
|
Box
|
1FDWE37F1XHA03780
|
33213JZ
|
1999 FORD 3MC
|
Van
|
2B7LB31Z8WK123882
|
88574JV
|
1999 DODGE V-35
|
Van
|
2B7KB31ZXRK130364
|
33214JZ
|
1994 DODGE B-35
|
Box
|
1FDWE37F1XHA03780
|
33213JZ
|
1999 FORD 3MC
|
•
|
Environmental
|
◦
|
Atlantic Avenue –
NFA status has been applied for, but not yet received. In the event the NFA is not received, the site will need to have further monitoring and removal of free product until NFA status is achieved.
|
◦
|
Jersey City –
waiting for closure by the NJDEP related to a remedial action work plan that was submitted in early October 2012.
|
◦
|
Ozone Park –
Phase I recently received. Construction of the property is being reviewed by CNS, Heitman and Storage Post to determine if proper physical protections such as a vapor barrier and vapor venting system were put in place. Heitman and Storage Post are also confirming with Seller that the responsible party is financially viable and able to complete their remediation of the existing conditions.
|
•
|
Ozone Park Final Certificate of Occupancy documentation
|
|
Property
|
Amount
|
||
1.
|
Fordham
|
|
$2,319,085
|
|
2.
|
Ridgewood
|
|
$2,393,213
|
|
3.
|
Long Island City
|
|
$3,862,157
|
|
4.
|
Suffern
|
|
$1,680,804
|
|
5.
|
Linden
|
|
$1,744,590
|
|
6.
|
Webster
|
|
$973,398
|
|
7.
|
Jersey City
|
|
$1,797,592
|
|
8.
|
Lawrence
|
|
$2,965,157
|
|
9.
|
New Rochelle
|
|
$1,143,063
|
|
10.
|
Yonkers
|
|
$2,401,138
|
|
11.
|
Bruckner
|
|
$2,412,088
|
|
12.
|
Atlantic
|
|
$2,572,945
|
|
13.
|
Pelham
|
|
$1,188,825
|
|
14.
|
Ozone Park
|
|
$2,045,944
|
|
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.
|
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.
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|