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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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42-1579325
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2021 Spring Road, Suite 200, Oak Brook, Illinois
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60523
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $.001 par value
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New York Stock Exchange
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7.00% Series A Cumulative Redeemable Preferred Stock, $.001 par value
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New York Stock Exchange
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Title of class
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None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Description
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Number of
Properties
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GLA
(in thousands)
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Occupancy
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Percent Leased
Including Leases
Signed (a)
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Retail
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Wholly-owned
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230
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32,671
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89.9
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%
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92.4
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%
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Office/Industrial
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Wholly-owned
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12
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2,185
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100.0
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%
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100.0
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%
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Total consolidated operating portfolio
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242
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34,856
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90.5
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%
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92.9
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%
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(a)
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Includes leases signed but not commenced.
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consumer demographics;
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quality, design and location of properties;
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total number and geographic distribution of properties;
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diversity of retailers and anchor tenants at shopping center locations;
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management and operational expertise; and
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rental rates.
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the national, regional and local economy, which may be negatively impacted by concerns about inflation, deflation, government deficits, high unemployment rates, decreased consumer confidence, industry slowdowns, reduced corporate profits, liquidity concerns in our markets and other adverse business concerns;
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local real estate conditions, such as an oversupply of retail space or a reduction in demand for retail space or retail goods, and the availability and creditworthiness of current and prospective tenants;
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vacancies or ability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements or inducements, early termination rights or below-market renewal options;
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the convenience and quality of competing retail properties and other retailing options such as the internet;
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perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties;
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inability to collect rent from tenants;
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changes in operating costs and expenses, including, without limitation, increasing labor and material costs, insurance costs, energy prices, environmental restrictions, real estate taxes, and costs of compliance with laws, regulations and government policies, which we may be restricted from passing on to our tenants;
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our ability to secure adequate insurance;
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our ability to provide adequate management services and to maintain our properties;
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adverse changes in financial conditions of buyers, sellers and tenants of our properties, including bankruptcies, financial difficulties, or lease defaults by our tenants;
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fluctuations in interest rates, which could adversely affect our ability, or the ability of buyers and tenants of properties, to obtain financing on favorable terms or at all;
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competition from other real estate investors with significant capital, including other real estate operating companies, publicly traded REITs and institutional investment funds;
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changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, government fiscal policies and the ADA; and
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civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.
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general market conditions;
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the market’s view of the quality of our assets;
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the market’s perception of our growth potential;
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our current debt levels;
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our current and expected future earnings;
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our cash flow and cash distributions; and
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the market price per share of our Class A common stock and Series A preferred stock.
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we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including from other REITs and institutional investment funds;
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even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;
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we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that we are subsequently unable to complete;
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we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
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we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;
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even if we are able to finance the acquisition, our cash flow may be insufficient to meet our required principal and interest payments;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations;
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market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
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we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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we do not have exclusive control over the development, financing, leasing, management and other aspects of the property or joint venture, which may prevent us from taking actions that are in our best interest but opposed by our partners;
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prior consent of our joint venture partners may be required for a sale or transfer to a third party of our interest in the joint venture, which would restrict our ability to dispose of our interest in the joint venture;
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two of our unconsolidated joint venture agreements have, and future joint venture agreements may contain, buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to that partner;
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our partners might become bankrupt or fail to fund their share of required capital contributions necessary to refinance debt or to fund tenant improvements or development or renovation projects for the joint venture properties, which may force us to contribute more capital than we anticipated to cover the joint venture’s liabilities;
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our partners may have competing interests in our markets that could create conflict of interest issues;
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our partners may have economic or business interests or goals that are inconsistent with our interests or goals and may take actions contrary to our instructions, requests, policies or objectives;
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two of our joint venture agreements have, and future joint venture agreements may contain, provisions limiting our ability to solicit or otherwise attempt to persuade any tenant to relocate to another property not owned by the joint venture;
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our partners may take actions that could jeopardize our REIT status or require us to pay taxes;
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actions by our partners might subject properties owned by the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements or other adverse consequences that may reduce our returns;
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disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business and could result in subjecting properties owned by the partnership or joint venture to additional risk; and
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we may in certain circumstances be liable for the actions of our third-party partners.
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significant time lag between commencement and stabilization subjects us to greater risks due to fluctuations in the general economy, including national, regional and local economic downturns and shifts in demographics;
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expenditure of money and time on projects that may never be completed;
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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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inability to achieve projected occupancy and/or rental rates per square foot within the projected time frame, if at all;
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failure or inability to obtain construction or permanent financing on favorable terms or at all;
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higher than estimated construction or operating costs, including labor and material costs;
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inability to complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs; and
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possible delay in completion of a project because of a number of factors, including weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods).
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limiting our ability to borrow additional amounts for working capital, debt service requirements, capital expenditures, execution of our growth strategy or other purposes;
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limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;
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increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates;
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our ability to capitalize on business opportunities, including the acquisition of additional properties, and to react to competitive pressures and adverse changes in government regulation;
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limiting our ability or increasing the costs to refinance indebtedness, including the
$236,194
and
$188,618
of our indebtedness maturing in
2013
and
2014
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limiting our ability to enter into financing and hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions;
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we may be forced to dispose of one or more properties, possibly on disadvantageous terms;
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we may be forced to sell additional equity securities at prices that may be dilutive to existing shareholders;
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we may default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate our debt obligations, foreclose on the properties that secure their loans and/or take control of our properties that secure their loans and collect rents and other property income;
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in the event of a default under any of our recourse indebtedness, we would be liable for any deficiency between the value of the property securing such loan and the principal and accrued interest on the loan; and
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our default under any one of our mortgage loans with cross-default provisions could result in a default on other indebtedness.
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) or an affiliate of an interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter, may impose special shareholder voting requirements unless certain minimum price conditions are satisfied; and
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“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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actual receipt of an improper benefit or profit in money, property or services; or
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a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
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we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
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we could be subject to the U.S. federal alternative minimum tax;
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we could be subject to increased state and local taxes; and
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unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
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actual or anticipated changes in our quarterly operating results and changes in expectations of future financial performance;
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our operating performance and the performance of other similar companies;
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our strategic decisions, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
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equity issuances by us or the perception that such issuances may occur;
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conversions of our Class B common stock into shares of our Class A common stock or sales of our common stock;
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adverse market reaction to any indebtedness we incur in the future;
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increases in market interest rates or a decrease in our distributions to shareholders that lead purchasers of our shares to demand a higher yield;
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general market conditions, including factors unrelated to our performance;
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changes in market valuations of similar companies;
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additions or departures of key management personnel;
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publication of research reports about us or our industry by securities analysts;
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speculation in the press or investment community;
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the passage of legislation or other regulatory developments that adversely affect us or our industry;
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changes in accounting principles;
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failure to satisfy the listing requirements of the NYSE;
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failure to comply with the requirements of the Sarbanes‑Oxley Act; and
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failure to qualify as a REIT.
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Geographic Area
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Number of Properties
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GLA
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% of Total GLA (a)
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Occupancy (b)
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ABR
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% of Total ABR (a)
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ABR per Occupied Sq. Ft.
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North
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Connecticut, Indiana, Massachusetts, Maryland, Maine, Michigan, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont
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82
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10,515
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32.2
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%
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91.2
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%
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$
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135,664
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32.2
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%
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$
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14.15
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East
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Alabama, Florida, Georgia, Illinois, Missouri, North Carolina, South Carolina, Tennessee, Virginia
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67
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8,568
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26.2
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%
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92.9
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%
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103,295
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24.5
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%
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12.98
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West (c)
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Arizona, California, Colorado, Iowa, Kansas, Montana, New Mexico, Nevada, Utah, Washington, Wisconsin
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31
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6,549
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20.0
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%
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84.6
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%
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83,335
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19.8
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%
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15.04
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South
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Louisiana, Oklahoma, Texas
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50
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7,039
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21.6
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%
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89.2
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%
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98,941
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23.5
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%
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15.76
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Total - retail operating portfolio
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230
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32,671
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100.0
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%
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89.9
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%
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421,235
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100.0
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%
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14.34
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Office
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10
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1,898
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100.0
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%
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22,845
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12.04
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Industrial
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2
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287
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100.0
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%
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1,610
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5.61
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Total consolidated operating portfolio
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242
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34,856
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90.5
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%
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$
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445,690
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$
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14.13
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(a)
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Percentages are only provided for our retail operating portfolio.
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(b)
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Calculated as the percentage of economically occupied GLA as of
December 31, 2012
. The consolidated operating portfolio was 92.9% leased including leases signed but not commenced as of
December 31, 2012
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(c)
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Excludes
three
single-user retail properties classified as held for sale as of
December 31, 2012
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Tenant
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Primary DBA
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Number of Stores
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Occupied GLA
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% of Occupied GLA
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ABR
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% of Total ABR
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ABR per Occupied Sq. Ft.
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Best Buy Co., Inc.
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Best Buy, Best Buy Mobile, Pacific Sales
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31
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1,069
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3.5
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%
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$
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14,581
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3.3
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%
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$
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13.64
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Ahold USA, Inc.
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Giant Foods, Stop & Shop
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11
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661
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2.2
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%
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13,033
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3.0
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%
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19.72
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The TJX Companies Inc.
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HomeGoods, Marshalls, TJ Maxx
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48
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1,266
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4.2
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%
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12,105
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2.8
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%
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9.56
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Bed Bath & Beyond Inc.
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Bed Bath & Beyond, Buy Buy Baby, The Christmas Tree Shops, Cost Plus Inc.
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36
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872
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2.9
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%
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11,309
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2.6
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%
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12.97
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Ross Stores, Inc.
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41
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1,060
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3.5
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%
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10,910
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2.5
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%
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10.29
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Rite Aid Corporation
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35
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425
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1.4
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%
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10,399
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2.4
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%
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24.47
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PetSmart, Inc.
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40
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703
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2.3
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%
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|
9,883
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2.3
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%
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14.06
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The Home Depot, Inc.
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9
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1,097
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3.6
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%
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9,135
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2.1
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%
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8.33
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The Sports Authority, Inc.
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17
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|
690
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2.3
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%
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|
7,952
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1.8
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%
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11.52
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SUPERVALU INC.
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Acme, Jewel-Osco, Save-A-Lot, Shaw's Supermarkets, Shop N Save, Shoppers Food Warehouse
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10
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562
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|
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1.9
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%
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|
7,705
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|
|
1.8
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%
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|
13.71
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Pier 1 Imports, Inc.
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|
38
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|
|
378
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|
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1.2
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%
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|
7,055
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|
|
1.6
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%
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|
18.66
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|
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Michaels Stores, Inc.
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|
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|
30
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|
|
611
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|
|
2.0
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%
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|
6,859
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|
|
1.6
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%
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|
11.23
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|
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Publix Super Markets Inc.
|
|
|
|
15
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|
|
634
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|
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2.1
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%
|
|
6,703
|
|
|
1.5
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%
|
|
10.57
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|
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Edwards Theaters, Inc.
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|
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2
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|
|
219
|
|
|
0.7
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%
|
|
6,558
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|
|
1.5
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%
|
|
29.95
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|
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Dicks Sporting Goods, Inc.
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Dick's Sporting Goods, Golf Galaxy
|
|
12
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|
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518
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|
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1.7
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%
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|
6,348
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|
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1.5
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%
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|
12.25
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|
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Wal-Mart Stores, Inc.
|
|
Wal-Mart, Sam's Club
|
|
6
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|
|
902
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|
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3.0
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%
|
|
5,984
|
|
|
1.4
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%
|
|
6.63
|
|
||
Kohl's Corporation
|
|
|
|
10
|
|
|
849
|
|
|
2.8
|
%
|
|
5,826
|
|
|
1.3
|
%
|
|
6.86
|
|
||
Office Depot, Inc.
|
|
|
|
21
|
|
|
420
|
|
|
1.4
|
%
|
|
5,513
|
|
|
1.3
|
%
|
|
13.13
|
|
||
Ascena Retail Group Inc.
|
|
Catherine's, Dress Barn, Fashion Bug, Justice, Lane Bryant, Maurices
|
|
57
|
|
|
282
|
|
|
0.9
|
%
|
|
5,268
|
|
|
1.2
|
%
|
|
18.68
|
|
||
Staples, Inc.
|
|
|
|
18
|
|
|
342
|
|
|
1.1
|
%
|
|
4,687
|
|
|
1.1
|
%
|
|
13.70
|
|
||
|
|
|
|
487
|
|
|
13,560
|
|
|
44.7
|
%
|
|
$
|
167,813
|
|
|
38.6
|
%
|
|
$
|
12.38
|
|
Lease Expiration Year
|
|
Lease Count
|
|
GLA
|
|
% of Occupied GLA
|
|
ABR
|
|
% of Total ABR
|
|
ABR per Occupied Sq. Ft.
|
||||||||
2013 (a)
|
|
548
|
|
|
1,972
|
|
|
6.5
|
%
|
|
$
|
33,966
|
|
|
7.8
|
%
|
|
$
|
17.22
|
|
2014
|
|
700
|
|
|
3,884
|
|
|
12.8
|
%
|
|
61,417
|
|
|
14.1
|
%
|
|
15.81
|
|
||
2015
|
|
519
|
|
|
3,294
|
|
|
10.9
|
%
|
|
48,243
|
|
|
11.1
|
%
|
|
14.65
|
|
||
2016
|
|
399
|
|
|
2,751
|
|
|
9.1
|
%
|
|
44,434
|
|
|
10.2
|
%
|
|
16.15
|
|
||
2017
|
|
452
|
|
|
2,842
|
|
|
9.4
|
%
|
|
43,200
|
|
|
9.9
|
%
|
|
15.20
|
|
||
2018
|
|
235
|
|
|
2,004
|
|
|
6.6
|
%
|
|
30,169
|
|
|
6.9
|
%
|
|
15.05
|
|
||
2019
|
|
141
|
|
|
1,968
|
|
|
6.5
|
%
|
|
27,631
|
|
|
6.4
|
%
|
|
14.04
|
|
||
2020
|
|
113
|
|
|
2,120
|
|
|
7.0
|
%
|
|
24,752
|
|
|
5.7
|
%
|
|
11.68
|
|
||
2021
|
|
106
|
|
|
1,666
|
|
|
5.5
|
%
|
|
24,138
|
|
|
5.5
|
%
|
|
14.49
|
|
||
2022
|
|
116
|
|
|
2,180
|
|
|
7.2
|
%
|
|
26,991
|
|
|
6.2
|
%
|
|
12.38
|
|
||
Thereafter
|
|
203
|
|
|
5,400
|
|
|
17.9
|
%
|
|
67,724
|
|
|
15.5
|
%
|
|
12.54
|
|
||
Month-to-month
|
|
81
|
|
|
189
|
|
|
0.6
|
%
|
|
2,908
|
|
|
0.7
|
%
|
|
15.39
|
|
||
Leased Total
|
|
3,613
|
|
|
30,270
|
|
|
100.0
|
%
|
|
$
|
435,573
|
|
|
100.0
|
%
|
|
$
|
14.39
|
|
(a)
|
Excludes month-to-month leases.
|
|
|
Sales Price
|
|
Dividends per Share (c)
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
2012
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
12.75
|
|
|
$
|
11.30
|
|
|
$
|
0.165625
|
|
Third Quarter
|
|
$
|
11.78
|
|
|
$
|
9.45
|
|
|
$
|
0.165625
|
|
Second Quarter (a)
|
|
$
|
9.79
|
|
|
$
|
8.50
|
|
|
$
|
0.165625
|
|
First Quarter
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.165625
|
|
||
2011
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.162500
|
|
||
Third Quarter (b)
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.159375
|
|
||
Second Quarter
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.156250
|
|
||
First Quarter
|
|
n/a
|
|
|
n/a
|
|
|
$
|
0.148438
|
|
(a)
|
As our Class A common stock was not listed on a national securities exchange until April 5, 2012, the high/low sales prices for the second quarter are for April 5, 2012 through June 30, 2012.
|
(b)
|
The 2011 third quarter distribution was declared on October 3, 2011 to shareholders of record on that date and was paid on October 11, 2011.
|
(c)
|
All pre-Recapitalization amounts give retroactive effect to the Recapitalization, which is further described in Note 1 to the consolidated financial statements.
|
|
|
2012
|
|
2011
|
||||
Ordinary dividends
|
|
$
|
0.015821
|
|
(a)
|
$
|
0.121240
|
|
Nontaxable distributions
|
|
0.643554
|
|
|
0.483448
|
|
||
Total distribution per share
|
|
$
|
0.659375
|
|
|
$
|
0.604688
|
|
(a)
|
$0.015821 included in ordinary dividends is considered a qualified dividend.
|
Plan Category
|
|
Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a)
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
|
|
Number of Shares of Common Stock Remaining Available for Future Issuance under Equity Compensation Plans (excluding shares of common stock reflected in Column (a))
(c)
|
|
||||
Equity Compensation Plans Approved by Shareholders
|
|
83
|
|
(1)
|
$
|
19.31
|
|
|
4,020
|
|
(2)
|
Equity Compensation Plans Not Approved by Shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Includes 48 shares of our Class A common stock and 35 shares of our Class B common stock.
|
(2)
|
Includes 66 shares of common stock remaining available under our Independent Director Stock Option Plan and 3,954 shares of common stock remaining available under our Equity Compensation Plan.
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net investment properties
|
|
$
|
4,687,091
|
|
|
$
|
5,260,788
|
|
|
$
|
5,686,473
|
|
|
$
|
6,103,782
|
|
|
$
|
6,631,506
|
|
Total assets
|
|
$
|
5,237,427
|
|
|
$
|
5,941,894
|
|
|
$
|
6,386,836
|
|
|
$
|
6,928,365
|
|
|
$
|
7,606,664
|
|
Total debt
|
|
$
|
2,592,089
|
|
|
$
|
3,481,218
|
|
|
$
|
3,757,237
|
|
|
$
|
4,110,985
|
|
|
$
|
4,627,602
|
|
Total shareholders’ equity
|
|
$
|
2,374,259
|
|
|
$
|
2,135,024
|
|
|
$
|
2,294,902
|
|
|
$
|
2,441,550
|
|
|
$
|
2,572,348
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
567,023
|
|
|
$
|
566,435
|
|
|
$
|
595,567
|
|
|
$
|
608,827
|
|
|
$
|
641,293
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
217,303
|
|
|
218,833
|
|
|
223,485
|
|
|
226,006
|
|
|
224,926
|
|
|||||
Other
|
|
207,078
|
|
|
212,539
|
|
|
227,608
|
|
|
262,685
|
|
|
333,218
|
|
|||||
Total
|
|
424,381
|
|
|
431,372
|
|
|
451,093
|
|
|
488,691
|
|
|
558,144
|
|
|||||
Operating income
|
|
142,642
|
|
|
135,063
|
|
|
144,474
|
|
|
120,136
|
|
|
83,149
|
|
|||||
Gain on extinguishment of debt, net
|
|
3,879
|
|
|
15,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in (loss) income of unconsolidated joint ventures, net
|
|
(6,307
|
)
|
|
(6,437
|
)
|
|
2,025
|
|
|
(11,299
|
)
|
|
(4,939
|
)
|
|||||
Interest expense
|
|
(179,237
|
)
|
|
(216,423
|
)
|
|
(239,469
|
)
|
|
(211,376
|
)
|
|
(188,400
|
)
|
|||||
Other non-operating income (expense)
|
|
24,788
|
|
|
(1,657
|
)
|
|
(3,318
|
)
|
|
5,354
|
|
|
(533,829
|
)
|
|||||
Loss from continuing operations
|
|
(14,235
|
)
|
|
(74,109
|
)
|
|
(96,288
|
)
|
|
(97,185
|
)
|
|
(644,019
|
)
|
|||||
Income (loss) from discontinued operations
|
|
5,945
|
|
|
(4,375
|
)
|
|
1,581
|
|
|
(18,224
|
)
|
|
(39,194
|
)
|
|||||
Gain on sales of investment properties, net
|
|
7,843
|
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
(447
|
)
|
|
(72,578
|
)
|
|
(94,707
|
)
|
|
(115,409
|
)
|
|
(683,213
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
(31
|
)
|
|
(1,136
|
)
|
|
3,074
|
|
|
(514
|
)
|
|||||
Net loss attributable to the Company
|
|
(447
|
)
|
|
(72,609
|
)
|
|
(95,843
|
)
|
|
(112,335
|
)
|
|
(683,727
|
)
|
|||||
Preferred stock dividends
|
|
(263
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss available to common shareholders
|
|
$
|
(710
|
)
|
|
$
|
(72,609
|
)
|
|
$
|
(95,843
|
)
|
|
$
|
(112,335
|
)
|
|
$
|
(683,727
|
)
|
(Loss) earnings per common share - basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(3.35
|
)
|
Discontinued operations
|
|
0.03
|
|
|
(0.03
|
)
|
|
—
|
|
|
(0.09
|
)
|
|
(0.20
|
)
|
|||||
Net loss per share available to common shareholders
|
|
$
|
—
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.58
|
)
|
|
$
|
(3.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared
|
|
$
|
146,769
|
|
|
$
|
120,647
|
|
|
$
|
94,579
|
|
|
$
|
75,040
|
|
|
$
|
308,798
|
|
Distributions declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
$
|
0.49
|
|
|
$
|
0.39
|
|
|
$
|
1.60
|
|
Cash flows provided by operating activities
|
|
$
|
167,085
|
|
|
$
|
174,607
|
|
|
$
|
184,072
|
|
|
$
|
249,837
|
|
|
$
|
309,351
|
|
Cash flows provided by (used in) investing activities
|
|
$
|
471,829
|
|
|
$
|
107,471
|
|
|
$
|
154,400
|
|
|
$
|
193,706
|
|
|
$
|
(178,555
|
)
|
Cash flows used in financing activities
|
|
$
|
(636,854
|
)
|
|
$
|
(276,282
|
)
|
|
$
|
(321,747
|
)
|
|
$
|
(438,806
|
)
|
|
$
|
(126,989
|
)
|
Weighted average number of common shares outstanding - basic and diluted
|
|
220,464
|
|
|
192,456
|
|
|
193,497
|
|
|
192,124
|
|
|
192,577
|
|
•
|
general economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
|
•
|
adverse economic and other developments in the Dallas-Fort Worth-Arlington area, where we have a high concentration of properties;
|
•
|
general volatility of the capital and credit markets and the market price of our Class A common stock;
|
•
|
changes in our business strategy;
|
•
|
defaults on, early terminations of or non-renewal of leases by tenants;
|
•
|
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
|
•
|
increased interest rates or operating costs;
|
▪
|
declining real estate valuations and impairment charges;
|
•
|
availability, terms and deployment of capital;
|
•
|
our failure to obtain necessary outside financing;
|
•
|
our expected leverage;
|
•
|
decreased rental rates or increased vacancy rates;
|
•
|
our failure to generate sufficient cash flows to service our outstanding indebtedness;
|
•
|
difficulties in identifying properties to acquire and completing acquisitions;
|
•
|
risks of real estate acquisitions, dispositions and redevelopment, including the cost of construction delays and cost overruns;
|
•
|
our failure to successfully operate acquired properties and operations;
|
•
|
our projected operating results;
|
•
|
our ability to manage our growth effectively;
|
•
|
our ability to successfully transition certain corporate office functions from previously-related parties to third parties or to us;
|
•
|
estimates relating to our ability to make distributions to our shareholders in the future;
|
•
|
impact of changes in governmental regulations, tax law and rates and similar matters;
|
•
|
our failure to qualify as a REIT;
|
•
|
future terrorist attacks in the U.S.;
|
•
|
environmental uncertainties and risks related to natural disasters;
|
•
|
lack or insufficient amounts of insurance;
|
•
|
availability of and our ability to attract and retain qualified personnel;
|
•
|
retention of our senior management team;
|
•
|
changes in real estate and zoning laws and increases in real property tax rates; and
|
•
|
our ability to comply with the laws, rules and regulations applicable to companies.
|
Description
|
|
Number of
Properties
|
|
GLA
(in thousands)
|
|
Occupancy
|
|
Percent Leased
Including Leases
Signed (a)
|
||||
Retail
|
|
|
|
|
|
|
|
|
||||
Wholly-owned
|
|
230
|
|
|
32,671
|
|
|
89.9
|
%
|
|
92.4
|
%
|
|
|
|
|
|
|
|
|
|
||||
Office/Industrial
|
|
|
|
|
|
|
|
|
||||
Wholly-owned
|
|
12
|
|
|
2,185
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total consolidated operating portfolio
|
|
242
|
|
|
34,856
|
|
|
90.5
|
%
|
|
92.9
|
%
|
(a)
|
Includes leases signed but not commenced.
|
|
|
Number of Leases Signed
|
|
GLA Signed (in thousands)
|
|
New Contractual Rent per Square Foot (PSF) (a)
|
|
Prior Contractual Rent PSF (a)
|
|
% Change over Prior ABR (a)
|
|
Weighted Average Lease Term
|
|
Tenant Improvements PSF
|
||||||||||
Comparable Renewal Leases
|
|
406
|
|
|
2,025
|
|
|
$
|
17.46
|
|
|
$
|
16.53
|
|
|
5.63
|
%
|
|
4.91
|
|
|
$
|
1.39
|
|
Comparable New Leases
|
|
84
|
|
|
438
|
|
|
18.51
|
|
|
18.54
|
|
|
(0.16
|
)%
|
|
8.32
|
|
|
32.57
|
|
|||
Non-Comparable New and Renewal Leases (b)
|
|
182
|
|
|
1,110
|
|
|
14.60
|
|
|
n/a
|
|
|
n/a
|
|
|
8.10
|
|
|
26.64
|
|
|||
Total
|
|
672
|
|
|
3,573
|
|
|
$
|
17.65
|
|
|
$
|
16.89
|
|
|
4.50
|
%
|
|
6.24
|
|
|
$
|
13.06
|
|
(a)
|
Total excludes the impact of Non-Comparable Leases.
|
(b)
|
Includes leases signed on units that were vacant for over 12 months, leases signed without fixed rental payments and leases signed where the previous and the current lease do not have a consistent lease structure.
|
•
|
completed a public offering of 36,570 shares of Class A common stock, resulting in gross proceeds of $292,560, or $272,081, net of the underwriting discount ($266,454, net of the underwriting discount and offering costs), and the listing of our Class A common stock on the NYSE under the symbol RPAI;
|
•
|
completed a public offering of 5,400 shares of 7.00% Series A cumulative redeemable preferred stock, resulting in gross proceeds of $135,000, or $130,747, net of the underwriting discount ($130,289, net of the underwriting discount and offering costs);
|
•
|
sold 31 operating properties, including one single-user office property that was transferred to the lender in a deed-in-lieu of foreclosure transaction, aggregating 4,420,300 square feet for total consideration of $475,631, resulting in net proceeds of $211,381 and debt extinguishment of $254,306;
|
•
|
repaid $175,000, net of borrowings, on our senior unsecured revolving line of credit, obtained mortgages payable proceeds of $319,691, made mortgages and notes payable repayments of $953,494 (excluding principal amortization of $34,989) and received forgiveness of debt of $27,449 (including $23,570 of debt extinguishment presented in the preceding bullet); and
|
•
|
liquidated our entire investments in securities portfolio, resulting in gains on sales of marketable securities of $25,840.
|
|
2012
|
|
2011
|
|
Impact
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (239 properties):
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
439,021
|
|
|
$
|
434,680
|
|
|
$
|
4,341
|
|
|
1.0
|
|
Tenant recovery income
|
104,711
|
|
|
103,317
|
|
|
1,394
|
|
|
1.3
|
|
|||
Other property income
|
9,239
|
|
|
9,776
|
|
|
(537
|
)
|
|
(5.5
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
9,455
|
|
|
13,296
|
|
|
(3,841
|
)
|
|
|
||||
Tenant recovery income
|
1,985
|
|
|
3,622
|
|
|
(1,637
|
)
|
|
|
||||
Other property income
|
459
|
|
|
319
|
|
|
140
|
|
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (239 properties):
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(89,198
|
)
|
|
(90,766
|
)
|
|
1,568
|
|
|
1.7
|
|
|||
Real estate taxes
|
(71,622
|
)
|
|
(71,404
|
)
|
|
(218
|
)
|
|
(0.3
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(2,830
|
)
|
|
(4,595
|
)
|
|
1,765
|
|
|
|
||||
Real estate taxes
|
(4,571
|
)
|
|
(5,176
|
)
|
|
605
|
|
|
|
||||
Net operating income:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties
|
392,151
|
|
|
385,603
|
|
|
6,548
|
|
|
1.7
|
|
|||
Other investment properties
|
4,498
|
|
|
7,466
|
|
|
(2,968
|
)
|
|
|
||||
Total net operating income
|
396,649
|
|
|
393,069
|
|
|
3,580
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Straight-line rental income, net
|
809
|
|
|
(109
|
)
|
|
918
|
|
|
|
||||
Amortization of acquired above and below market lease intangibles, net
|
1,415
|
|
|
1,611
|
|
|
(196
|
)
|
|
|
||||
Amortization of lease inducements
|
(71
|
)
|
|
(29
|
)
|
|
(42
|
)
|
|
|
||||
Straight-line ground rent expense
|
(3,784
|
)
|
|
(3,801
|
)
|
|
17
|
|
|
|
||||
Depreciation and amortization
|
(217,303
|
)
|
|
(218,833
|
)
|
|
1,530
|
|
|
|
||||
Provision for impairment of investment properties
|
(1,323
|
)
|
|
(7,650
|
)
|
|
6,327
|
|
|
|
||||
Loss on lease terminations
|
(6,872
|
)
|
|
(8,590
|
)
|
|
1,718
|
|
|
|
||||
General and administrative expenses
|
(26,878
|
)
|
|
(20,605
|
)
|
|
(6,273
|
)
|
|
|
||||
Dividend income
|
1,880
|
|
|
2,538
|
|
|
(658
|
)
|
|
|
||||
Interest income
|
72
|
|
|
663
|
|
|
(591
|
)
|
|
|
||||
Gain on extinguishment of debt
|
3,879
|
|
|
15,345
|
|
|
(11,466
|
)
|
|
|
||||
Equity in loss of unconsolidated joint ventures, net
|
(6,307
|
)
|
|
(6,437
|
)
|
|
130
|
|
|
|
||||
Interest expense
|
(179,237
|
)
|
|
(216,423
|
)
|
|
37,186
|
|
|
|
||||
Co-venture obligation expense
|
(3,300
|
)
|
|
(7,167
|
)
|
|
3,867
|
|
|
|
||||
Recognized gain on marketable securities
|
25,840
|
|
|
277
|
|
|
25,563
|
|
|
|
||||
Other income, net
|
296
|
|
|
2,032
|
|
|
(1,736
|
)
|
|
|
||||
Total other expense
|
(410,884
|
)
|
|
(467,178
|
)
|
|
56,294
|
|
|
12.0
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations
|
(14,235
|
)
|
|
(74,109
|
)
|
|
59,874
|
|
|
80.8
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Loss, net
|
(24,196
|
)
|
|
(28,884
|
)
|
|
4,688
|
|
|
|
||||
Gain on sales of investment properties, net
|
30,141
|
|
|
24,509
|
|
|
5,632
|
|
|
|
||||
Income (loss) from discontinued operations
|
5,945
|
|
|
(4,375
|
)
|
|
10,320
|
|
|
235.9
|
|
|||
Gain on sales of investment properties, net
|
7,843
|
|
|
5,906
|
|
|
1,937
|
|
|
|
||||
Net loss
|
(447
|
)
|
|
(72,578
|
)
|
|
72,131
|
|
|
99.4
|
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
(31
|
)
|
|
31
|
|
|
|
||||
Net loss attributable to the Company
|
(447
|
)
|
|
(72,609
|
)
|
|
72,162
|
|
|
99.4
|
|
|||
Preferred stock dividends
|
(263
|
)
|
|
—
|
|
|
(263
|
)
|
|
|
|
|||
Net loss available to common shareholders
|
$
|
(710
|
)
|
|
$
|
(72,609
|
)
|
|
$
|
71,899
|
|
|
99.0
|
|
•
|
an increase of $5,078 consisting of $20,136 resulting from contractual rent increases and new tenant leases replacing former tenants, partially offset by a decrease of $15,058 from early terminations and natural expirations of certain tenant leases, partially offset by
|
•
|
a decrease of $654 due to reduced rent as a result of co-tenancy provisions in certain leases, reduced percentage rent as a result of decreased tenant sales, and increased rent abatements as a result of efforts to increase occupancy.
|
•
|
a net increase of $1,655 representing changes in prior year estimates adjusted based on actual real estate taxes paid;
|
•
|
an $855 decrease in real estate tax refunds received, partially offset by
|
•
|
a net decrease of $1,992 in current period expense primarily due to decreases in assessed values; and
|
•
|
a decrease in tax consulting fees of $300.
|
•
|
a
$37,186
decrease in interest expense primarily consisting of:
|
•
|
a $26,870 decrease in interest on mortgages payable and construction loans due to the repayment of mortgage debt;
|
•
|
a net increase of $4,181 in mortgage premium amortization related to the repayment of a cross-collateralized pool of mortgages in 2012;
|
•
|
a decrease in amortization of loan fees of $2,651;
|
•
|
a decrease in interest on our credit facility of $1,988 due to lower interest rates following the February 2012 amendment and restatement of the facility;
|
•
|
a $992 decrease in interest on our derivative liabilities primarily due to the reclassification of $1,445 of previously deferred accumulated other comprehensive income into earnings in 2011; and
|
•
|
a $733 decrease in interest on notes payable due to the repayment of a $13,900 mezzanine note in July 2012.
|
•
|
a
$25,563
increase in recognized gain on marketable securities due to the sales of our remaining marketable securities portfolio in 2012;
|
•
|
a
$6,327
decrease in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 17 and 18 to the consolidated financial statements), we recognized impairment charges of $1,323 and $7,650 for the years ended
December 31, 2012
and
2011
, respectively. In addition to those properties that were impaired,
10
of our properties, excluding properties sold, classified as held for sale or owned by an unconsolidated joint venture, had impairment indicators at
December 31, 2012
driven by factors such as low occupancy rate, difficulty in leasing space and related cost of re-leasing, reduced anticipated holding periods and financially troubled tenants. The undiscounted future cash flows for those
10
properties exceeded their respective carrying values by a weighted average of
68%
. Accordingly, no additional impairment charges were warranted for these properties. As of
December 31, 2011
,
nine
of our properties had impairment indicators; the undiscounted future cash flows for those properties exceeded their respective carrying value by a weighted average of
41%
, partially offset by
|
•
|
an
$11,466
decrease in net gain on extinguishment of debt primarily resulting from debt forgiveness of $14,438 realized in 2011 on the payoff of three mortgage loans and a $991 gain realized in 2011 on the partial sale of one property to our RioCan joint venture compared to debt forgiveness of $3,879 realized in 2012 on the payoff of a construction loan, and
|
•
|
a
$6,273
increase in general and administrative expenses primarily due to costs incurred in conjunction with migrating our information technology platform, increased costs associated with being a publicly-traded company and increased legal expenses. We expect general and administrative expenses in 2013 to increase, but to a lesser extent than in 2012, with increases relating, in part, to continued execution of our strategic initiatives.
|
|
2011
|
|
2010
|
|
Impact
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (239 properties):
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
434,680
|
|
|
$
|
432,605
|
|
|
$
|
2,075
|
|
|
0.5
|
|
Tenant recovery income
|
103,317
|
|
|
104,356
|
|
|
(1,039
|
)
|
|
(1.0
|
)
|
|||
Other property income
|
9,776
|
|
|
14,143
|
|
|
(4,367
|
)
|
|
(30.9
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
13,296
|
|
|
26,103
|
|
|
(12,807
|
)
|
|
|
||||
Tenant recovery income
|
3,622
|
|
|
6,973
|
|
|
(3,351
|
)
|
|
|
||||
Other property income
|
319
|
|
|
1,029
|
|
|
(710
|
)
|
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (239 properties):
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(90,766
|
)
|
|
(89,933
|
)
|
|
(833
|
)
|
|
(0.9
|
)
|
|||
Real estate taxes
|
(71,404
|
)
|
|
(75,429
|
)
|
|
4,025
|
|
|
5.3
|
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(4,595
|
)
|
|
(6,710
|
)
|
|
2,115
|
|
|
|
||||
Real estate taxes
|
(5,176
|
)
|
|
(5,400
|
)
|
|
224
|
|
|
|
||||
Net operating income:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties
|
385,603
|
|
|
385,742
|
|
|
(139
|
)
|
|
—
|
|
|||
Other investment properties
|
7,466
|
|
|
21,995
|
|
|
(14,529
|
)
|
|
|
||||
Total net operating income
|
393,069
|
|
|
407,737
|
|
|
(14,668
|
)
|
|
(3.6
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Straight-line rental income
|
(109
|
)
|
|
5,150
|
|
|
(5,259
|
)
|
|
|
||||
Amortization of acquired above and below market lease intangibles, net
|
1,611
|
|
|
1,851
|
|
|
(240
|
)
|
|
|
||||
Amortization of lease inducements
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|
|
||||
Straight-line ground rent expense
|
(3,801
|
)
|
|
(4,109
|
)
|
|
308
|
|
|
|
||||
Insurance captive income
|
—
|
|
|
2,996
|
|
|
(2,996
|
)
|
|
|
||||
Depreciation and amortization
|
(218,833
|
)
|
|
(223,485
|
)
|
|
4,652
|
|
|
|
||||
Provision for impairment of investment properties
|
(7,650
|
)
|
|
(11,030
|
)
|
|
3,380
|
|
|
|
||||
Loss on lease terminations
|
(8,590
|
)
|
|
(13,125
|
)
|
|
4,535
|
|
|
|
||||
Insurance captive expenses
|
—
|
|
|
(3,392
|
)
|
|
3,392
|
|
|
|
||||
General and administrative expenses
|
(20,605
|
)
|
|
(18,119
|
)
|
|
(2,486
|
)
|
|
|
||||
Dividend income
|
2,538
|
|
|
3,472
|
|
|
(934
|
)
|
|
|
||||
Interest income
|
663
|
|
|
740
|
|
|
(77
|
)
|
|
|
||||
Gain on extinguishment of debt
|
15,345
|
|
|
—
|
|
|
15,345
|
|
|
|
||||
Equity in (loss) income of unconsolidated joint ventures, net
|
(6,437
|
)
|
|
2,025
|
|
|
(8,462
|
)
|
|
|
||||
Interest expense
|
(216,423
|
)
|
|
(239,469
|
)
|
|
23,046
|
|
|
|
||||
Co-venture obligation expense
|
(7,167
|
)
|
|
(7,167
|
)
|
|
—
|
|
|
|
||||
Recognized gain on marketable securities, net
|
277
|
|
|
4,007
|
|
|
(3,730
|
)
|
|
|
||||
Other income (expense), net
|
2,032
|
|
|
(4,370
|
)
|
|
6,402
|
|
|
|
||||
Total other expense
|
(467,178
|
)
|
|
(504,025
|
)
|
|
36,847
|
|
|
7.3
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Loss from continuing operations
|
(74,109
|
)
|
|
(96,288
|
)
|
|
22,179
|
|
|
23.0
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Loss, net
|
(28,884
|
)
|
|
(22,225
|
)
|
|
(6,659
|
)
|
|
|
||||
Gain on sales of investment properties, net
|
24,509
|
|
|
23,806
|
|
|
703
|
|
|
|
||||
(Loss) income from discontinued operations
|
(4,375
|
)
|
|
1,581
|
|
|
(5,956
|
)
|
|
(376.7
|
)
|
|||
Gain on sales of investment properties, net
|
5,906
|
|
|
—
|
|
|
5,906
|
|
|
|
||||
Net loss
|
(72,578
|
)
|
|
(94,707
|
)
|
|
22,129
|
|
|
23.4
|
|
|||
Net income attributable to noncontrolling interests
|
(31
|
)
|
|
(1,136
|
)
|
|
1,105
|
|
|
|
||||
Net loss available to common shareholders
|
$
|
(72,609
|
)
|
|
$
|
(95,843
|
)
|
|
$
|
23,234
|
|
|
24.2
|
|
•
|
an increase of $3,495 consisting of $18,263 resulting from contractual rent increases and new tenant leases replacing former tenants partially offset by a decrease of $14,768 from early terminations and natural expirations of certain tenant leases, partially offset by
|
•
|
a decrease of $1,486 due to reduced rent as a result of co-tenancy provisions in certain leases, reduced percentage rent as a result of decreased tenant sales, and increased rent abatements as a result of efforts to increase occupancy.
|
•
|
a net decrease of $2,050 representing changes in prior year estimates adjusted based on actual real estate taxes paid;
|
•
|
a net decrease of $1,990 in current period expense primarily due to decreases in assessed values;
|
•
|
a decrease in tax consulting fees of $123, partially offset by
|
•
|
a $138 decrease in real estate tax refunds received.
|
•
|
a
$23,046
decrease in interest expense primarily consisting of:
|
•
|
a $24,664 decrease in interest on mortgages payable due to the repayment of mortgage debt;
|
•
|
a net increase of $5,135 in mortgage premium amortization primarily due to the acceleration of mortgage premium amortization in conjunction with the debt repayment on one property in the amount of $4,750 in 2011;
|
•
|
a decrease in prepayment penalties and other costs associated with refinancings of $2,049;
|
•
|
an $853 decrease in interest on notes payable as a result of the repayment of a $50,000 note payable that bore interest at 4.80% to MS Inland in December 2010, partially offset by
|
•
|
an increase in interest on our secured credit facility of $9,464 due to increased borrowings used to repay 2011 mortgage debt maturities.
|
•
|
a
$15,345
increase in net gain on extinguishment of debt primarily resulting from debt forgiveness of $14,438 related to three properties and a $991 gain realized on the partial sale of one property to our RioCan joint venture, and
|
•
|
a
$6,402
change in other income (expense) from net expense of
$4,370
in 2010 to net income of
$2,032
in 2011, as 2010 includes $4,000 related to a settled litigation matter and $3,044 related to rate lock extension fees, partially offset by
|
•
|
an
$8,462
change from equity in income of unconsolidated joint ventures to equity in loss of unconsolidated joint ventures primarily as a result of impairment charges of $4,128, of which our share was $3,956, at our Hampton joint venture, as well as losses incurred at each of our other unconsolidated joint ventures during the year ended December 31, 2011, and
|
•
|
a
$5,259
decrease in straight-line rental income due to the terms of, modification to and early terminations of tenant leases within our portfolio.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net loss available to common shareholders
|
|
$
|
(710
|
)
|
|
$
|
(72,609
|
)
|
|
$
|
(95,843
|
)
|
Depreciation and amortization
|
|
247,108
|
|
|
255,182
|
|
|
267,500
|
|
|||
Provision for impairment of investment properties
|
|
27,369
|
|
|
43,937
|
|
|
23,057
|
|
|||
Gain on sales of investment properties
|
|
(37,984
|
)
|
|
(30,415
|
)
|
|
(24,465
|
)
|
|||
Noncontrolling interests’ share of depreciation related to consolidated joint ventures
|
|
—
|
|
|
(990
|
)
|
|
(1,859
|
)
|
|||
FFO
|
|
$
|
235,783
|
|
|
$
|
195,105
|
|
|
$
|
168,390
|
|
|
|
|
|
|
|
|
||||||
Impact on earnings from the early extinguishment of debt, net
|
|
(10,860
|
)
|
|
(20,813
|
)
|
|
4,564
|
|
|||
Excise tax accrual
|
|
4,594
|
|
|
—
|
|
|
—
|
|
|||
Recognized gain on marketable securities
|
|
(25,840
|
)
|
|
(277
|
)
|
|
(4,007
|
)
|
|||
Other
|
|
(1,627
|
)
|
|
(453
|
)
|
|
4,192
|
|
|||
Operating FFO
|
|
$
|
202,050
|
|
|
$
|
173,562
|
|
|
$
|
173,139
|
|
|
SOURCES
|
|
|
USES
|
▪
|
Cash and cash equivalents
|
|
|
Short-Term:
|
▪
|
Operating cash flow
|
|
▪
|
Tenant improvement allowances and leasing costs
|
▪
|
Available borrowings under our existing revolving
|
|
▪
|
Improvements made to individual properties that are not
|
|
line of credit
|
|
|
recoverable through common area maintenance charges to tenants
|
▪
|
Asset sales
|
|
▪
|
Debt repayment requirements
|
▪
|
Joint venture equity from institutional partners
|
|
▪
|
Distribution payments
|
▪
|
Proceeds from capital markets transactions
|
|
|
|
▪
|
Secured loans collateralized by individual properties
|
|
|
Long-Term:
|
|
|
|
▪
|
Acquisitions
|
|
|
|
▪
|
New development
|
|
|
|
▪
|
Major redevelopment, renovation or expansion
|
Debt
|
|
Aggregate Principal Amount at
December 31, 2012
|
|
Weighted
Average
Interest Rate
|
|
Weighted Average
Years to Maturity
|
|||
Fixed rate:
|
|
|
|
|
|
|
|||
Mortgages payable
|
|
$
|
1,591,675
|
|
|
5.79
|
%
|
|
5.1 years
|
IW JV mortgages payable
|
|
486,487
|
|
|
7.50
|
%
|
|
6.9 years
|
|
IW JV senior mezzanine note (a)
|
|
85,000
|
|
|
12.24
|
%
|
|
6.9 years
|
|
IW JV junior mezzanine note (a)
|
|
40,000
|
|
|
14.00
|
%
|
|
6.9 years
|
|
|
|
2,203,162
|
|
|
6.56
|
%
|
|
5.6 years
|
|
Variable rate:
|
|
|
|
|
|
|
|||
Construction loan
|
|
10,419
|
|
|
2.50
|
%
|
|
1.8 years
|
|
Total mortgages and notes payable
|
|
2,213,581
|
|
|
6.54
|
%
|
|
5.6 years
|
|
Discount, net of accumulated amortization
|
|
(1,492
|
)
|
|
|
|
|
||
Total mortgages and notes payable, net
|
|
2,212,089
|
|
|
6.54
|
%
|
|
5.6 years
|
|
Unsecured credit facility:
|
|
|
|
|
|
|
|||
Fixed rate term loan
|
|
300,000
|
|
|
2.79
|
%
|
|
3.2 years
|
|
Variable rate revolving line of credit
|
|
80,000
|
|
|
2.50
|
%
|
|
2.2 years
|
|
|
|
380,000
|
|
|
2.73
|
%
|
|
2.9 years
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness, net
|
|
$
|
2,592,089
|
|
|
5.98
|
%
|
|
5.2 years
|
(a)
|
On February 1, 2013, we repaid the entire balance of the IW JV senior and junior mezzanine notes and incurred a 5% prepayment fee.
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Maturing debt (a) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (b)
|
$
|
236,194
|
|
|
$
|
178,199
|
|
|
$
|
452,355
|
|
|
$
|
38,239
|
|
|
$
|
286,060
|
|
|
$
|
887,115
|
|
|
$
|
2,078,162
|
|
|
$
|
2,258,431
|
|
Notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
(c)
|
125,000
|
|
|
133,033
|
|
||||||||
Unsecured credit facility - term loan (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
302,299
|
|
||||||||
Total fixed rate debt
|
236,194
|
|
|
178,199
|
|
|
452,355
|
|
|
338,239
|
|
|
286,060
|
|
|
1,012,115
|
|
|
2,503,162
|
|
|
2,693,763
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable
|
—
|
|
|
10,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,419
|
|
|
10,419
|
|
||||||||
Unsecured credit facility - line of credit
|
—
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|
80,424
|
|
||||||||
Total variable rate debt
|
—
|
|
|
10,419
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,419
|
|
|
90,843
|
|
||||||||
Total maturing debt (e)
|
$
|
236,194
|
|
|
$
|
188,618
|
|
|
$
|
532,355
|
|
|
$
|
338,239
|
|
|
$
|
286,060
|
|
|
$
|
1,012,115
|
|
|
$
|
2,593,581
|
|
|
$
|
2,784,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
5.76
|
%
|
|
7.19
|
%
|
|
5.81
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
6.11
|
%
|
|
|
|||||||||
Variable rate debt
|
—
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.50
|
%
|
|
|
|||||||||
Total
|
5.76
|
%
|
|
6.93
|
%
|
|
5.31
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
5.98
|
%
|
|
|
(a)
|
The debt maturity table does not include mortgage discount of
$1,492
, net of accumulated amortization, which was outstanding as of
December 31, 2012
.
|
(b)
|
Includes
$76,055
of variable rate mortgage debt that was swapped to a fixed rate.
|
(c)
|
On February 1, 2013, we repaid the entire balance of the IW JV senior and junior mezzanine notes and incurred a 5% prepayment fee.
|
(d)
|
In July 2012, we entered into an interest rate swap transaction to convert the variable rate portion of $300,000 of LIBOR-based debt to a fixed rate through February 24, 2016, the maturity date of our unsecured term loan. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap.
|
(e)
|
As of
December 31, 2012
, the weighted average years to maturity of consolidated indebtedness was
5.2 years
.
|
Location
|
|
Property Name
|
|
Our Ownership Percentage
|
|
Carrying Value at December 31, 2012
|
|
Construction Loan Balance at December 31, 2012
|
|||||
Henderson, Nevada
|
|
Green Valley Crossing
|
|
50.0
|
%
|
|
$
|
3,154
|
|
|
$
|
10,419
|
|
Billings, Montana
|
|
South Billings Center
|
|
100.0
|
%
|
|
5,627
|
|
|
—
|
|
||
Nashville, Tennessee
|
|
Bellevue Mall
|
|
100.0
|
%
|
|
23,393
|
|
|
—
|
|
||
Henderson, Nevada
|
|
Lake Mead Crossing
|
|
100.0
|
%
|
|
17,322
|
|
|
—
|
|
||
|
|
|
|
|
|
$
|
49,496
|
|
(a)
|
$
|
10,419
|
|
(a)
|
Total excludes $25,998 of costs placed in service, $929 of which was placed in service during the year ended December 31, 2012.
|
|
|
Number of
Assets Sold
|
|
GLA
|
|
Consideration
|
|
Total Debt
Extinguished
|
|
Net Sales
Proceeds
|
||||||||
2012 Dispositions
|
|
31
|
|
|
4,420,300
|
|
|
$
|
475,631
|
|
|
$
|
254,306
|
|
|
$
|
211,381
|
|
2011 Partial Sales
|
|
1
|
|
|
654,200
|
|
|
$
|
110,799
|
|
|
$
|
60,000
|
|
|
$
|
39,935
|
|
2011 Dispositions
|
|
11
|
|
|
2,792,200
|
|
|
$
|
144,342
|
|
|
$
|
43,250
|
|
|
$
|
98,088
|
|
2010 Partial Sales
|
|
8
|
|
|
1,146,200
|
|
|
$
|
159,918
|
|
|
$
|
97,888
|
|
|
$
|
48,616
|
|
2010 Dispositions
|
|
8
|
|
|
894,500
|
|
|
$
|
135,905
|
|
|
$
|
106,791
|
|
|
$
|
21,024
|
|
|
|
Number of
Assets Acquired (a)
|
|
Square
Footage
|
|
Combined
Purchase Price
|
|
Debt (b)
|
||||||
2011 Acquisitions
|
|
2
|
|
|
120,100
|
|
|
$
|
16,805
|
|
|
$
|
—
|
|
(a)
|
Both properties acquired were additional phases of existing multi-tenant retail operating properties. As a result, the total number of properties in our portfolio was not affected.
|
(b)
|
No debt was assumed in either acquisition, but both properties were subsequently added as collateral to the credit facility, which has since been amended and restated.
|
Joint Venture
|
|
Ownership
Interest
|
|
Aggregate
Principal
Amount
|
|
Weighted Average
Interest Rate
|
|
Years to Maturity/
Weighted Average Years to Maturity
|
||||
RioCan (a)
|
|
20.0
|
%
|
|
$
|
312,895
|
|
|
4.17
|
%
|
|
4.1 years
|
MS Inland (b)
|
|
20.0
|
%
|
|
$
|
143,450
|
|
|
4.79
|
%
|
|
4.9 years
|
Hampton Retail Colorado (c)
|
|
95.9
|
%
|
|
$
|
12,796
|
|
|
6.15
|
%
|
|
1.7 years
|
(a)
|
Aggregate principal amount excludes mortgage premium of
$943
and discount of
$994
, net of accumulated amortization. As of
December 31, 2012
, our RioCan joint venture has
two
mortgages payable that are maturing in 2013, with an aggregate principal balance of
$35,336
and a weighted average interest rate of
5.76%
. The joint venture plans on addressing these maturities by refinancing these mortgages with secured debt.
|
(b)
|
As of
December 31, 2012
, our MS Inland joint venture has no mortgages payable that are maturing in 2013.
|
(c)
|
Aggregate principal amount excludes mortgage premium of
$2,033
, net of accumulated amortization. The weighted average interest rate increases to 6.90% on September 5, 2013.
|
|
|
Payment due by period
|
||||||||||||||||||
|
|
Less than
1 year (2)
|
|
1-3
years (3)
|
|
3-5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Long-term debt (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate
|
|
$
|
236,194
|
|
|
$
|
630,554
|
|
|
$
|
624,299
|
|
|
$
|
1,012,115
|
|
|
$
|
2,503,162
|
|
Variable rate
|
|
—
|
|
|
90,419
|
|
|
—
|
|
|
—
|
|
|
90,419
|
|
|||||
Interest
|
|
148,487
|
|
|
258,583
|
|
|
171,862
|
|
|
229,558
|
|
|
808,490
|
|
|||||
Operating lease obligations (4)
|
|
6,624
|
|
|
14,424
|
|
|
14,477
|
|
|
545,402
|
|
|
580,927
|
|
|||||
|
|
$
|
391,305
|
|
|
$
|
993,980
|
|
|
$
|
810,638
|
|
|
$
|
1,787,075
|
|
|
$
|
3,982,998
|
|
(1)
|
The Contractual Obligations table does not include mortgage discount of
$1,492
, net of accumulated amortization, which was outstanding as of
December 31, 2012
. The table also excludes accelerated principal payments that may be required as a result of covenants or conditions included in certain loan agreements due to the uncertainty in the timing and amount of these payments. As of
December 31, 2012
, we were making accelerated principal payments on
one
mortgage payable with an outstanding principal balance of
$59,906
. The mortgage payable is scheduled to mature on December 1, 2034; however, if we are not able to cure this arrangement, it will be fully amortized and repaid on December 1, 2019. During the year ended
December 31, 2012
, we made accelerated principal payments of
$7,291
with respect to this mortgage payable. Interest payments related to the variable rate debt were calculated using the corresponding interest rates as of
December 31, 2012
.
|
(2)
|
The remaining borrowings outstanding through December 31,
2013
include principal amortization and maturities of mortgages payable. This includes eight mortgage loans that mature in
2013
. The $26,865 mortgage payable that had matured as of
December 31, 2012
is also included in the remaining borrowings outstanding. We plan on addressing our
2013
mortgages payable maturities by using proceeds from our unsecured credit facility and through asset sales and other capital markets transactions.
|
(3)
|
Included in the fixed rate and variable rate debt is $300,000 and $80,000, respectively, of borrowings under our unsecured credit facility due in 2016 and 2015, respectively, each with a one-year extension option that we may exercise as long as there is no existing default, we are in compliance with all covenants and we pay an extension fee.
|
(4)
|
We lease land under non-cancellable leases at certain of the properties expiring in various years from 2023 to 2105. The property attached to the land will revert back to the lessor at the end of the lease. We lease office space under non-cancellable leases expiring in various years from 2013 to 2023.
|
•
|
a substantial decline or continued low occupancy rate;
|
•
|
continued difficulty in leasing space;
|
•
|
significant financially troubled tenants;
|
•
|
a change in plan to sell a property prior to the end of its useful life or holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original acquisition / development estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by our management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, demographics, holding period and property location;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated dates of construction completion and grand opening for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress using a property-specific capitalization rate;
|
•
|
comparable selling prices; and
|
•
|
property-specific discount rate for fair value estimates as necessary.
|
•
|
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
|
•
|
whether the tenant or landlord retains legal title to the improvements;
|
•
|
the uniqueness of the improvements;
|
•
|
the expected economic life of the tenant improvements relative to the length of the lease;
|
•
|
who constructs or directs the construction of the improvements, and
|
•
|
whether the tenant or landlord is obligated to fund cost overruns.
|
•
|
drew $125,000 on our senior unsecured revolving line of credit and used the proceeds to repay notes payable with an aggregate balance of $125,000 and a weighted average interest rate of 12.80% and the associated prepayment premium of $6,250;
|
•
|
repaid $35,000 on our senior unsecured revolving line of credit using available cash;
|
•
|
closed on the sale of Mervyns - Ridgecrest, a 59,000 square foot single-user retail property located in Ridgecrest, California for a sales price of $500 and no significant anticipated gain or loss on sale due to impairment charges recognized prior to December 31, 2012;
|
•
|
closed on the sale of Mervyns - Highland, an 80,500 square foot single-user retail property located in Highland, California for a sales price of $2,133 and no significant anticipated gain or loss on sale due to impairment charges recognized prior to December 31, 2012;
|
•
|
closed on the sale of American Express - DePere, a 132,300 square foot single-user office property located in DePere, Wisconsin for a sales price of $17,233 and anticipated gain on sale of approximately $1,914;
|
•
|
closed on the sale of a parcel of land, on which approximately 46,700 square feet of GLA was previously demolished, at Darien Towne Center, located in Darien, Illinois for a sales price of $7,600 and anticipated gain on sale of approximately $2,996; and
|
•
|
repaid a $27,200 mortgage payable with a stated interest rate of 5.45%.
|
|
|
Notional Amount
|
|
Termination Date
|
|
Fair Value at December 31, 2012
|
||||
Unsecured term loan
|
|
$
|
300,000
|
|
|
February 24, 2016
|
|
$
|
989
|
|
The Shops at Legacy
|
|
61,100
|
|
|
December 15, 2013
|
|
1,405
|
|
||
Heritage Towne Crossing
|
|
8,550
|
|
|
September 30, 2016
|
|
307
|
|
||
Newnan Crossing II
|
|
6,405
|
|
|
May 7, 2013
|
|
82
|
|
||
|
|
$
|
376,055
|
|
|
|
|
$
|
2,783
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Maturing debt (a) :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (b)
|
$
|
236,194
|
|
|
$
|
178,199
|
|
|
$
|
452,355
|
|
|
$
|
38,239
|
|
|
$
|
286,060
|
|
|
$
|
887,115
|
|
|
$
|
2,078,162
|
|
|
$
|
2,258,431
|
|
Notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
(c)
|
125,000
|
|
|
133,033
|
|
||||||||
Unsecured credit facility - term loan (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
302,299
|
|
||||||||
Total fixed rate debt
|
236,194
|
|
|
178,199
|
|
|
452,355
|
|
|
338,239
|
|
|
286,060
|
|
|
1,012,115
|
|
|
2,503,162
|
|
|
2,693,763
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable
|
—
|
|
|
10,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,419
|
|
|
10,419
|
|
||||||||
Unsecured credit facility - line of credit
|
—
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|
80,424
|
|
||||||||
Total variable rate debt
|
—
|
|
|
10,419
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,419
|
|
|
90,843
|
|
||||||||
Total maturing debt (e)
|
$
|
236,194
|
|
|
$
|
188,618
|
|
|
$
|
532,355
|
|
|
$
|
338,239
|
|
|
$
|
286,060
|
|
|
$
|
1,012,115
|
|
|
$
|
2,593,581
|
|
|
$
|
2,784,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
5.76
|
%
|
|
7.19
|
%
|
|
5.81
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
6.11
|
%
|
|
|
|||||||||
Variable rate debt
|
—
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.50
|
%
|
|
|
|||||||||
Total
|
5.76
|
%
|
|
6.93
|
%
|
|
5.31
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
5.98
|
%
|
|
|
(a)
|
The debt maturity table does not include mortgage discount of
$1,492
, net of accumulated amortization, which was outstanding as of
December 31, 2012
.
|
(b)
|
Includes
$76,055
of variable rate mortgage debt that was swapped to a fixed rate.
|
(c)
|
On February 1, 2013, we repaid the entire balance of the IW JV senior and junior mezzanine notes and incurred a 5% prepayment fee.
|
(d)
|
In July 2012, we entered into an interest rate swap transaction to convert the variable rate portion of $300,000 of LIBOR-based debt to a fixed rate through February 24, 2016, the maturity date of our unsecured term loan. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap.
|
(e)
|
As of
December 31, 2012
, the weighted average years to maturity of consolidated indebtedness was
5.2 years
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,209,523
|
|
|
$
|
1,334,363
|
|
Building and other improvements
|
|
4,703,859
|
|
|
5,057,252
|
|
||
Developments in progress
|
|
49,496
|
|
|
49,940
|
|
||
|
|
5,962,878
|
|
|
6,441,555
|
|
||
Less accumulated depreciation
|
|
(1,275,787
|
)
|
|
(1,180,767
|
)
|
||
Net investment properties
|
|
4,687,091
|
|
|
5,260,788
|
|
||
Cash and cash equivalents
|
|
138,069
|
|
|
136,009
|
|
||
Investment in marketable securities, net
|
|
—
|
|
|
30,385
|
|
||
Investment in unconsolidated joint ventures
|
|
56,872
|
|
|
81,168
|
|
||
Accounts and notes receivable (net of allowances of $6,452 and $8,231, respectively)
|
|
85,431
|
|
|
94,922
|
|
||
Acquired lease intangibles, net
|
|
125,706
|
|
|
174,404
|
|
||
Assets associated with investment properties held for sale
|
|
8,922
|
|
|
—
|
|
||
Other assets, net
|
|
135,336
|
|
|
164,218
|
|
||
Total assets
|
|
$
|
5,237,427
|
|
|
$
|
5,941,894
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages and notes payable, net
|
|
$
|
2,212,089
|
|
|
$
|
2,926,218
|
|
Credit facility
|
|
380,000
|
|
|
555,000
|
|
||
Accounts payable and accrued expenses
|
|
73,983
|
|
|
83,012
|
|
||
Distributions payable
|
|
38,200
|
|
|
31,448
|
|
||
Acquired below market lease intangibles, net
|
|
74,648
|
|
|
81,321
|
|
||
Other financings
|
|
—
|
|
|
8,477
|
|
||
Co-venture obligation
|
|
—
|
|
|
52,431
|
|
||
Liabilities associated with investment properties held for sale
|
|
60
|
|
|
—
|
|
||
Other liabilities
|
|
82,694
|
|
|
66,944
|
|
||
Total liabilities
|
|
2,861,674
|
|
|
3,804,851
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
—
|
|
|
525
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 19)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized
|
|
|
|
|
||||
7.00% Series A cumulative redeemable preferred stock, 5,400 and 0 shares issued and outstanding at December 31, 2012 and 2011, respectively; liquidation preference $135,000
|
|
5
|
|
|
—
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 133,606 and 48,382 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
133
|
|
|
48
|
|
||
Class B-1 common stock, $0.001 par value, 55,000 shares authorized, 0 and 48,382 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
—
|
|
|
48
|
|
||
Class B-2 common stock, $0.001 par value, 55,000 shares authorized, 48,518 and 48,382 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
49
|
|
|
49
|
|
||
Class B-3 common stock, $0.001 par value, 55,000 shares authorized, 48,519 and 48,383 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
49
|
|
|
49
|
|
||
Additional paid-in capital
|
|
4,835,370
|
|
|
4,427,977
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,460,093
|
)
|
|
(2,312,877
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
(1,254
|
)
|
|
19,730
|
|
||
Total shareholders’ equity
|
|
2,374,259
|
|
|
2,135,024
|
|
||
Noncontrolling interests
|
|
1,494
|
|
|
1,494
|
|
||
Total equity
|
|
2,375,753
|
|
|
2,136,518
|
|
||
Total liabilities and equity
|
|
$
|
5,237,427
|
|
|
$
|
5,941,894
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
450,629
|
|
|
$
|
449,401
|
|
|
$
|
466,070
|
|
Tenant recovery income
|
|
106,696
|
|
|
106,939
|
|
|
111,329
|
|
|||
Other property income
|
|
9,698
|
|
|
10,095
|
|
|
15,172
|
|
|||
Insurance captive income
|
|
—
|
|
|
—
|
|
|
2,996
|
|
|||
Total revenues
|
|
567,023
|
|
|
566,435
|
|
|
595,567
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Property operating expenses
|
|
95,812
|
|
|
99,114
|
|
|
101,113
|
|
|||
Real estate taxes
|
|
76,193
|
|
|
76,580
|
|
|
80,829
|
|
|||
Depreciation and amortization
|
|
217,303
|
|
|
218,833
|
|
|
223,485
|
|
|||
Provision for impairment of investment properties
|
|
1,323
|
|
|
7,650
|
|
|
11,030
|
|
|||
Loss on lease terminations
|
|
6,872
|
|
|
8,590
|
|
|
13,125
|
|
|||
Insurance captive expenses
|
|
—
|
|
|
—
|
|
|
3,392
|
|
|||
General and administrative expenses
|
|
26,878
|
|
|
20,605
|
|
|
18,119
|
|
|||
Total expenses
|
|
424,381
|
|
|
431,372
|
|
|
451,093
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
142,642
|
|
|
135,063
|
|
|
144,474
|
|
|||
|
|
|
|
|
|
|
||||||
Dividend income
|
|
1,880
|
|
|
2,538
|
|
|
3,472
|
|
|||
Interest income
|
|
72
|
|
|
663
|
|
|
740
|
|
|||
Gain on extinguishment of debt
|
|
3,879
|
|
|
15,345
|
|
|
—
|
|
|||
Equity in (loss) income of unconsolidated joint ventures, net
|
|
(6,307
|
)
|
|
(6,437
|
)
|
|
2,025
|
|
|||
Interest expense
|
|
(179,237
|
)
|
|
(216,423
|
)
|
|
(239,469
|
)
|
|||
Co-venture obligation expense
|
|
(3,300
|
)
|
|
(7,167
|
)
|
|
(7,167
|
)
|
|||
Recognized gain on marketable securities, net
|
|
25,840
|
|
|
277
|
|
|
4,007
|
|
|||
Other income (expense), net
|
|
296
|
|
|
2,032
|
|
|
(4,370
|
)
|
|||
Loss from continuing operations
|
|
(14,235
|
)
|
|
(74,109
|
)
|
|
(96,288
|
)
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Loss, net
|
|
(24,196
|
)
|
|
(28,884
|
)
|
|
(22,225
|
)
|
|||
Gain on sales of investment properties, net
|
|
30,141
|
|
|
24,509
|
|
|
23,806
|
|
|||
Income (loss) from discontinued operations
|
|
5,945
|
|
|
(4,375
|
)
|
|
1,581
|
|
|||
Gain on sales of investment properties, net
|
|
7,843
|
|
|
5,906
|
|
|
—
|
|
|||
Net loss
|
|
(447
|
)
|
|
(72,578
|
)
|
|
(94,707
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(31
|
)
|
|
(1,136
|
)
|
|||
Net loss attributable to the Company
|
|
(447
|
)
|
|
(72,609
|
)
|
|
(95,843
|
)
|
|||
Preferred stock dividends
|
|
(263
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss available to common shareholders
|
|
$
|
(710
|
)
|
|
$
|
(72,609
|
)
|
|
$
|
(95,843
|
)
|
|
|
|
|
|
|
|
||||||
(Loss) earnings per common share — basic and diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.50
|
)
|
Discontinued operations
|
|
0.03
|
|
|
(0.03
|
)
|
|
—
|
|
|||
Net loss per common share available to common shareholders
|
|
$
|
—
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.50
|
)
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(447
|
)
|
|
$
|
(72,578
|
)
|
|
$
|
(94,707
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Net unrealized gain on derivative instruments
|
|
108
|
|
|
1,211
|
|
|
1,247
|
|
|||
Net unrealized gain (loss) on marketable securities
|
|
4,748
|
|
|
(3,486
|
)
|
|
13,742
|
|
|||
Reversal of unrealized gain to recognized gain on marketable securities
|
|
(25,840
|
)
|
|
(277
|
)
|
|
(4,007
|
)
|
|||
Comprehensive loss
|
|
(21,431
|
)
|
|
(75,130
|
)
|
|
(83,725
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(31
|
)
|
|
(1,136
|
)
|
|||
Comprehensive loss available to common shareholders
|
|
$
|
(21,431
|
)
|
|
$
|
(75,161
|
)
|
|
$
|
(84,861
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding — basic and diluted
|
|
220,464
|
|
|
192,456
|
|
|
193,497
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Distributions
in Excess of
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||
Balance at January 1, 2010
|
—
|
|
|
$
|
—
|
|
|
48,174
|
|
|
$
|
48
|
|
|
144,523
|
|
|
$
|
145
|
|
|
$
|
4,350,773
|
|
|
$
|
(1,920,716
|
)
|
|
$
|
11,300
|
|
|
$
|
2,441,550
|
|
|
$
|
4,169
|
|
|
$
|
2,445,719
|
|
Net (loss) income (excluding net income of $31 attributable to redeemable noncontrolling interests)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,843
|
)
|
|
—
|
|
|
(95,843
|
)
|
|
1,105
|
|
|
(94,738
|
)
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,982
|
|
|
10,982
|
|
|
—
|
|
|
10,982
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|
151
|
|
|||||||||
Deconsolidation of variable interest entity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,262
|
)
|
|
(4,262
|
)
|
|||||||||
Distributions declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,579
|
)
|
|
—
|
|
|
(94,579
|
)
|
|
—
|
|
|
(94,579
|
)
|
|||||||||
Distribution reinvestment program (DRP)
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
1,380
|
|
|
2
|
|
|
32,729
|
|
|
—
|
|
|
—
|
|
|
32,731
|
|
|
—
|
|
|
32,731
|
|
|||||||||
Shares returned from litigation settlement
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
(1
|
)
|
|
(2,700
|
)
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||||||
Balance at December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
47,734
|
|
|
$
|
47
|
|
|
143,204
|
|
|
$
|
144
|
|
|
$
|
4,383,567
|
|
|
$
|
(2,111,138
|
)
|
|
$
|
22,282
|
|
|
$
|
2,294,902
|
|
|
$
|
1,163
|
|
|
$
|
2,296,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss (excluding net income of $31 attributable to redeemable noncontrolling interests)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(72,609
|
)
|
|
$
|
—
|
|
|
$
|
(72,609
|
)
|
|
$
|
—
|
|
|
$
|
(72,609
|
)
|
Distribution upon dissolution of partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,483
|
)
|
|
—
|
|
|
(8,483
|
)
|
|
(1
|
)
|
|
(8,484
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,552
|
)
|
|
(2,552
|
)
|
|
—
|
|
|
(2,552
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
332
|
|
|
332
|
|
|||||||||
Distributions declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,647
|
)
|
|
—
|
|
|
(120,647
|
)
|
|
—
|
|
|
(120,647
|
)
|
|||||||||
DRP
|
—
|
|
|
—
|
|
|
644
|
|
|
1
|
|
|
1,933
|
|
|
2
|
|
|
44,293
|
|
|
—
|
|
|
—
|
|
|
44,296
|
|
|
—
|
|
|
44,296
|
|
|||||||||
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
|||||||||
Balance at December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
48,382
|
|
|
$
|
48
|
|
|
145,147
|
|
|
$
|
146
|
|
|
$
|
4,427,977
|
|
|
$
|
(2,312,877
|
)
|
|
$
|
19,730
|
|
|
$
|
2,135,024
|
|
|
$
|
1,494
|
|
|
$
|
2,136,518
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Distributions
in Excess of
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’ Equity |
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||
Net loss
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(447
|
)
|
|
$
|
—
|
|
|
$
|
(447
|
)
|
|
$
|
—
|
|
|
$
|
(447
|
)
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,984
|
)
|
|
(20,984
|
)
|
|
—
|
|
|
(20,984
|
)
|
|||||||||
Distributions declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,769
|
)
|
|
—
|
|
|
(146,769
|
)
|
|
—
|
|
|
(146,769
|
)
|
|||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
36,570
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
266,454
|
|
|
—
|
|
|
—
|
|
|
266,491
|
|
|
—
|
|
|
266,491
|
|
|||||||||
Redemption of fractional shares of common stock
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
(1,253
|
)
|
|
—
|
|
|
—
|
|
|
(1,253
|
)
|
|
—
|
|
|
(1,253
|
)
|
|||||||||
Issuance of preferred stock, net of offering costs
|
5,400
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,289
|
|
|
—
|
|
|
—
|
|
|
130,294
|
|
|
—
|
|
|
130,294
|
|
|||||||||
DRP
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
502
|
|
|
—
|
|
|
11,626
|
|
|
—
|
|
|
—
|
|
|
11,626
|
|
|
—
|
|
|
11,626
|
|
|||||||||
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Conversion of Class B-1 common stock to Class A common stock
|
—
|
|
|
—
|
|
|
48,518
|
|
|
48
|
|
|
(48,518
|
)
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
277
|
|
|||||||||
Balance at December 31, 2012
|
5,400
|
|
|
$
|
5
|
|
|
133,606
|
|
|
$
|
133
|
|
|
97,037
|
|
|
$
|
98
|
|
|
$
|
4,835,370
|
|
|
$
|
(2,460,093
|
)
|
|
$
|
(1,254
|
)
|
|
$
|
2,374,259
|
|
|
$
|
1,494
|
|
|
$
|
2,375,753
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(447
|
)
|
|
$
|
(72,578
|
)
|
|
$
|
(94,707
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities (including discontinued operations):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
229,805
|
|
|
238,020
|
|
|
248,089
|
|
|||
Provision for impairment of investment properties
|
25,842
|
|
|
39,981
|
|
|
23,057
|
|
|||
Gain on sales of investment properties, net
|
(37,984
|
)
|
|
(30,415
|
)
|
|
(23,421
|
)
|
|||
Gain on extinguishment of debt
|
(3,879
|
)
|
|
(16,705
|
)
|
|
—
|
|
|||
Loss on lease terminations
|
6,912
|
|
|
8,714
|
|
|
13,826
|
|
|||
Amortization of loan fees, mortgage debt premium and discount on debt assumed, net
|
(5
|
)
|
|
6,834
|
|
|
11,701
|
|
|||
Equity in loss (income) of unconsolidated joint ventures, net
|
6,307
|
|
|
6,437
|
|
|
(2,025
|
)
|
|||
Distributions on investments in unconsolidated joint ventures
|
6,168
|
|
|
2,218
|
|
|
5,721
|
|
|||
Recognized gain on sale of marketable securities
|
(25,840
|
)
|
|
(277
|
)
|
|
(4,007
|
)
|
|||
Payment of leasing fees and inducements
|
(43,132
|
)
|
|
(10,786
|
)
|
|
(6,172
|
)
|
|||
Changes in accounts receivable, net
|
3,378
|
|
|
4,915
|
|
|
8,336
|
|
|||
Changes in accounts payable and accrued expenses, net
|
(9,037
|
)
|
|
(813
|
)
|
|
13,313
|
|
|||
Changes in other operating assets and liabilities, net
|
8,701
|
|
|
(6,618
|
)
|
|
(9,662
|
)
|
|||
Other, net
|
296
|
|
|
5,680
|
|
|
23
|
|
|||
Net cash provided by operating activities
|
167,085
|
|
|
174,607
|
|
|
184,072
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of marketable securities
|
35,133
|
|
|
359
|
|
|
8,629
|
|
|||
Changes in restricted escrows, net
|
23,916
|
|
|
673
|
|
|
(22,967
|
)
|
|||
Purchase of investment properties
|
(2,806
|
)
|
|
(16,555
|
)
|
|
(651
|
)
|
|||
Capital expenditures and tenant improvements
|
(40,772
|
)
|
|
(32,509
|
)
|
|
(34,547
|
)
|
|||
Proceeds from sales of investment properties
|
453,320
|
|
|
195,948
|
|
|
144,675
|
|
|||
Investment in developments in progress
|
(565
|
)
|
|
(3,288
|
)
|
|
(3,219
|
)
|
|||
Investment in unconsolidated joint ventures
|
(13,821
|
)
|
|
(50,030
|
)
|
|
(3,589
|
)
|
|||
Distributions of investments in unconsolidated joint ventures
|
17,403
|
|
|
12,563
|
|
|
—
|
|
|||
Return of escrowed funds from unconsolidated joint venture
|
—
|
|
|
—
|
|
|
65,240
|
|
|||
Other, net
|
21
|
|
|
310
|
|
|
829
|
|
|||
Net cash provided by investing activities
|
471,829
|
|
|
107,471
|
|
|
154,400
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
(Repayments of) proceeds from margin debt related to marketable securities
|
(7,541
|
)
|
|
(2,476
|
)
|
|
10,017
|
|
|||
Proceeds from mortgages and notes payable
|
319,691
|
|
|
91,579
|
|
|
737,890
|
|
|||
Principal payments on mortgages and notes payable
|
(988,483
|
)
|
|
(678,071
|
)
|
|
(1,050,997
|
)
|
|||
Proceeds from credit facility
|
355,000
|
|
|
574,764
|
|
|
90,000
|
|
|||
Repayments of credit facility
|
(530,000
|
)
|
|
(174,111
|
)
|
|
(42,653
|
)
|
|||
Payment of loan fees and deposits, net
|
(6,482
|
)
|
|
(12,316
|
)
|
|
(11,498
|
)
|
|||
Settlement of co-venture obligation
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
272,081
|
|
|
—
|
|
|
—
|
|
|||
Redemption of fractional shares of common stock
|
(1,253
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of preferred stock
|
130,747
|
|
|
—
|
|
|
—
|
|
|||
Distributions paid, net of DRP
|
(128,391
|
)
|
|
(71,754
|
)
|
|
(50,654
|
)
|
|||
Repayment of other financings
|
—
|
|
|
—
|
|
|
(3,410
|
)
|
|||
Other, net
|
(2,223
|
)
|
|
(3,897
|
)
|
|
(442
|
)
|
|||
Net cash used in financing activities
|
(636,854
|
)
|
|
(276,282
|
)
|
|
(321,747
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
2,060
|
|
|
5,796
|
|
|
16,725
|
|
|||
Cash and cash equivalents, at beginning of period
|
136,009
|
|
|
130,213
|
|
|
125,904
|
|
|||
Cash decrease due to deconsolidation of variable interest entity
|
—
|
|
|
—
|
|
|
(12,416
|
)
|
|||
Cash and cash equivalents, at end of period
|
$
|
138,069
|
|
|
$
|
136,009
|
|
|
$
|
130,213
|
|
(continued)
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
205,124
|
|
|
$
|
227,887
|
|
|
$
|
248,576
|
|
Distributions payable
|
$
|
38,200
|
|
|
$
|
31,448
|
|
|
$
|
26,851
|
|
Distributions reinvested
|
$
|
11,626
|
|
|
$
|
44,296
|
|
|
$
|
32,731
|
|
Accrued capital expenditures and tenant improvements
|
$
|
6,399
|
|
|
$
|
4,878
|
|
|
$
|
—
|
|
Developments in progress placed in service
|
$
|
929
|
|
|
$
|
25,651
|
|
|
$
|
28,312
|
|
Forgiveness of mortgage debt
|
$
|
27,449
|
|
|
$
|
15,798
|
|
|
$
|
50,831
|
|
Shares of Class B-1 common stock converted to Class A common stock
|
48,518
|
|
|
—
|
|
|
—
|
|
|||
Shares of common stock returned as a result of litigation settlement
|
—
|
|
|
—
|
|
|
3,600
|
|
|||
|
|
|
|
|
|
||||||
Purchase of investment properties (after credits at closing):
|
|
|
|
|
|
||||||
Land, building and other improvements, net
|
$
|
(2,806
|
)
|
|
$
|
(12,546
|
)
|
|
$
|
(651
|
)
|
Acquired lease intangibles and other assets
|
—
|
|
|
(4,547
|
)
|
|
—
|
|
|||
Acquired below market lease intangibles and other liabilities
|
—
|
|
|
538
|
|
|
—
|
|
|||
|
$
|
(2,806
|
)
|
|
$
|
(16,555
|
)
|
|
$
|
(651
|
)
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment properties:
|
|
|
|
|
|
||||||
Land, building and other improvements, net
|
$
|
389,465
|
|
|
$
|
217,700
|
|
|
$
|
259,308
|
|
Accounts receivable, acquired lease intangibles and other assets
|
52,064
|
|
|
10,142
|
|
|
(4,697
|
)
|
|||
Accounts payable, acquired below market lease intangibles and other liabilities
|
(2,305
|
)
|
|
(5,805
|
)
|
|
(3,713
|
)
|
|||
Assumption of mortgage debt
|
—
|
|
|
(60,000
|
)
|
|
(97,888
|
)
|
|||
Forgiveness of mortgage debt
|
(23,570
|
)
|
|
—
|
|
|
(31,756
|
)
|
|||
Deferred gains
|
(318
|
)
|
|
2,505
|
|
|
—
|
|
|||
Gain on extinguishment of debt
|
—
|
|
|
991
|
|
|
—
|
|
|||
Gain on sales of investment properties, net
|
37,984
|
|
|
30,415
|
|
|
23,421
|
|
|||
|
$
|
453,320
|
|
|
$
|
195,948
|
|
|
$
|
144,675
|
|
|
|
|
|
|
|
||||||
Deconsolidation of variable interest entity:
|
|
|
|
|
|
||||||
Investment in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,230
|
|
Other assets, net
|
—
|
|
|
—
|
|
|
(6,386
|
)
|
|||
Accounts payable and accrued expenses
|
—
|
|
|
—
|
|
|
124
|
|
|||
Other liabilities
|
—
|
|
|
—
|
|
|
7,186
|
|
|||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
4,262
|
|
|||
Cash decrease due to deconsolidation of variable interest entity
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,416
|
|
(concluded)
|
|
•
|
one
share of Class B-1 common stock; plus
|
•
|
one
share of Class B-2 common stock; plus
|
•
|
one
share of Class B-3 common stock.
|
|
Wholly-owned
|
|
Consolidated
Joint Ventures (a)
|
|
Unconsolidated
Joint Ventures (b)
|
|||
Operating properties (c)
|
242
|
|
|
—
|
|
|
22
|
|
Development properties
|
2
|
|
|
1
|
|
|
—
|
|
(a)
|
The Company has a
50%
ownership interest in
one
LLC.
|
(b)
|
The Company has ownership interests ranging from
20%
to
96%
in
three
LLCs or LPs.
|
(c)
|
Excludes
three
wholly-owned properties classified as held for sale as of
December 31, 2012
.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1,
|
$
|
525
|
|
|
$
|
527
|
|
|
$
|
527
|
|
Redeemable noncontrolling interest income
|
—
|
|
|
31
|
|
|
31
|
|
|||
Distributions
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
|||
Redemptions
|
(525
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Balance at December 31,
|
$
|
—
|
|
|
$
|
525
|
|
|
$
|
527
|
|
•
|
a substantial decline or continued low occupancy rate;
|
•
|
continued difficulty in leasing space;
|
•
|
significant financially troubled tenants;
|
•
|
a change in plan to sell a property prior to the end of its useful life or holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original acquisition/development estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by the Company’s management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, demographics, holding period and property location;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated dates of construction completion and grand opening for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress using a property-specific capitalization rate;
|
•
|
comparable selling prices; and
|
•
|
property-specific discount rate for fair value estimates as necessary.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Impairment of consolidated properties (a)
|
|
$
|
25,842
|
|
|
$
|
39,981
|
|
|
$
|
23,057
|
|
Impairment of investment in unconsolidated joint ventures (b)
|
|
$
|
1,527
|
|
|
$
|
3,956
|
|
|
$
|
—
|
|
(a)
|
Included in “Provision for impairment of investment properties” in the accompanying consolidated statements of operations and other comprehensive loss, except for
$24,519
,
$32,331
and
$12,027
, which is included in discontinued operations in
2012
,
2011
and
2010
, respectively.
|
(b)
|
Included in “Equity in (loss) income of unconsolidated joint ventures, net” in the accompanying consolidated statements of operations and other comprehensive loss, and represents the Company’s proportionate share of property-level impairment charges recorded at its unconsolidated joint ventures.
|
•
|
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
|
•
|
whether the tenant or the Company retains legal title to the improvements;
|
•
|
the uniqueness of the improvements;
|
•
|
the expected economic life of the tenant improvements relative to the length of the lease;
|
•
|
who constructs or directs the construction of the improvements, and
|
•
|
whether the tenant or the Company is obligated to fund cost overruns.
|
Date
|
|
Square
Footage
|
|
Property Type
|
|
Property Name
|
|
Purchase Price (a)
|
|
|||
July 1, 2011
|
|
76,100
|
|
|
Multi-tenant retail
|
|
Greenwich Center II
|
|
$
|
9,720
|
|
|
July 22, 2011
|
|
44,000
|
|
|
Multi-tenant retail
|
|
Gateway Station III
|
|
7,085
|
|
|
|
|
|
120,100
|
|
|
|
|
|
|
$
|
16,805
|
|
(b)
|
(a)
|
No debt was assumed in either acquisition, but both properties were subsequently added as collateral to the secured credit facility, which has since been amended and restated. See Note 10 for further discussion.
|
(b)
|
Amount represents the purchase price prior to customary prorations at closing. Separately, the Company recognized acquisition transaction costs of
$48
related to these acquisitions.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Mortgage
Debt
Extinguished
|
|
Net Sales
Proceeds/(Outflow)
|
|
Gain
|
|
|||||||||
February 1, 2012
|
|
CVS - Jacksonville
|
|
Single-user retail
|
|
13,800
|
|
|
$
|
5,800
|
|
|
$
|
—
|
|
|
$
|
5,702
|
|
|
$
|
915
|
|
|
April 10, 2012
|
|
GMAC Insurance Bldg (a)
|
|
Single-user office
|
|
501,000
|
|
|
23,570
|
|
|
23,570
|
|
|
—
|
|
|
6,847
|
|
|
||||
August 17, 2012
|
|
Cost Plus Distribution Center
|
|
Single-user industrial
|
|
1,035,800
|
|
|
63,000
|
|
|
16,300
|
|
|
46,555
|
|
|
8,235
|
|
|
||||
September 18, 2012
|
|
Various (b)
|
|
Single-user retail
|
|
1,000,400
|
|
|
100,400
|
|
|
97,253
|
|
(b)
|
(251
|
)
|
|
—
|
|
(b)
|
||||
September 25, 2012
|
|
Various (c)
|
|
Multi-tenant retail
|
|
132,600
|
|
|
19,050
|
|
|
—
|
|
|
18,048
|
|
|
—
|
|
(c)
|
||||
September 28, 2012
|
|
Winco - Ventura
|
|
Single-user retail
|
|
75,200
|
|
|
8,015
|
|
|
—
|
|
|
7,999
|
|
|
521
|
|
|
||||
October 5, 2012
|
|
Mervyns - Bakersfield
|
|
Single-user retail
|
|
75,100
|
|
|
3,250
|
|
|
—
|
|
|
3,126
|
|
|
—
|
|
(d)
|
||||
October 11, 2012
|
|
Giant Eagle
|
|
Single-user retail
|
|
116,100
|
|
|
22,400
|
|
|
—
|
|
|
22,353
|
|
|
5,457
|
|
|
||||
November 1, 2012
|
|
Pro’s Ranch Market
|
|
Single-user retail
|
|
75,500
|
|
|
7,750
|
|
|
—
|
|
|
7,524
|
|
|
—
|
|
(d)
|
||||
November 15, 2012
|
|
Mervyns - McAllen
|
|
Single-user retail
|
|
78,000
|
|
|
4,096
|
|
|
—
|
|
|
3,918
|
|
|
7
|
|
|
||||
November 16, 2012
|
|
Aon Hewitt West Campus (e)
|
|
Single-user office
|
|
818,700
|
|
|
148,000
|
|
|
117,183
|
|
|
29,684
|
|
|
2,388
|
|
|
||||
December 10, 2012
|
|
American Exp-Phoenix
|
|
Single-user office
|
|
117,600
|
|
|
5,560
|
|
|
—
|
|
|
5,254
|
|
|
—
|
|
(d)
|
||||
December 13, 2012
|
|
Carmax - San Antonio
|
|
Single-user retail
|
|
60,800
|
|
|
13,000
|
|
|
—
|
|
|
12,799
|
|
|
693
|
|
|
||||
December 19, 2012
|
|
Mor Furniture
|
|
Single-user retail
|
|
37,300
|
|
|
4,150
|
|
|
—
|
|
|
4,140
|
|
|
633
|
|
|
||||
December 24, 2012
|
|
Mervyns - Fontana
|
|
Single-user retail
|
|
79,000
|
|
|
10,800
|
|
|
—
|
|
|
10,065
|
|
|
—
|
|
(d)
|
||||
December 31, 2012
|
|
Various (f)
|
|
Multi-tenant retail
|
|
203,400
|
|
|
36,790
|
|
|
—
|
|
|
34,465
|
|
|
4,445
|
|
|
||||
|
|
|
|
|
|
4,420,300
|
|
|
$
|
475,631
|
|
|
$
|
254,306
|
|
|
$
|
211,381
|
|
|
$
|
30,141
|
|
|
(a)
|
This property was transferred to the lender through a deed-in-lieu of foreclosure transaction.
|
(b)
|
The Company sold
13
former Mervyns properties located throughout California in a single transaction on September 18, 2012. No gain or loss was recognized upon disposition as the Company recorded an impairment charge of
$1,100
based upon the negotiated sales price less costs to sell. Refer to Note 17 for further detail. Proceeds from the sale, along with restricted escrows of
$19,644
held by the lender, were used to pay off, in its entirety along with accrued interest, the
$116,400
outstanding loan that was secured by the Company’s entire portfolio of
23
former Mervyns properties.
|
(c)
|
The terms of the sale of
three
properties located near Dallas, Texas were negotiated as a single transaction. No gain or loss was recognized upon disposition as the Company recognized an impairment charge of
$5,528
based upon the negotiated sales price less costs to sell. Refer to Note 17 for further detail.
|
(d)
|
No gain or loss recognized upon disposition as the Company recorded impairment charges based upon the negotiated sales price less costs to sell. Refer to Note 17 for further detail.
|
(e)
|
The Company incurred approximately
$29,127
of lease-related expenditures during 2012 to extend the terms of the lease at the Aon Hewitt West Campus prior to disposition.
|
(f)
|
The terms of the disposition of Carrier Towne Crossing and Southwest Crossing were negotiated as a single transaction.
|
|
December 31, 2012
|
||
Assets
|
|
||
Land, building and other improvements
|
$
|
8,746
|
|
Accumulated depreciation
|
(17
|
)
|
|
|
8,729
|
|
|
Other assets
|
193
|
|
|
Assets associated with investment properties held for sale
|
$
|
8,922
|
|
|
|
||
Liabilities
|
|
||
Other liabilities
|
$
|
60
|
|
Liabilities associated with investment properties held for sale
|
$
|
60
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Rental income
|
$
|
27,602
|
|
|
$
|
41,958
|
|
|
$
|
48,259
|
|
Tenant recovery income
|
1,108
|
|
|
3,883
|
|
|
3,781
|
|
|||
Other property income
|
364
|
|
|
105
|
|
|
1,447
|
|
|||
Total revenues
|
29,074
|
|
|
45,946
|
|
|
53,487
|
|
|||
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Property operating expenses
|
2,645
|
|
|
4,124
|
|
|
7,690
|
|
|||
Real estate taxes
|
1,248
|
|
|
3,750
|
|
|
5,693
|
|
|||
Depreciation and amortization
|
12,502
|
|
|
19,187
|
|
|
24,603
|
|
|||
Provision for impairment of investment properties
|
24,519
|
|
|
32,331
|
|
|
12,027
|
|
|||
Loss on lease terminations
|
40
|
|
|
124
|
|
|
701
|
|
|||
General and administrative expenses
|
—
|
|
|
35
|
|
|
—
|
|
|||
Gain on debt extinguishment
|
—
|
|
|
(1,360
|
)
|
|
—
|
|
|||
Interest expense
|
12,314
|
|
|
16,467
|
|
|
25,447
|
|
|||
Other expense (income), net
|
2
|
|
|
172
|
|
|
(449
|
)
|
|||
Total expenses
|
53,270
|
|
|
74,830
|
|
|
75,712
|
|
|||
|
|
|
|
|
|
|
|
||||
Loss from discontinued operations, net
|
$
|
(24,196
|
)
|
|
$
|
(28,884
|
)
|
|
$
|
(22,225
|
)
|
|
|
Year Ended December 31,
|
|
Unpaid Amount as of December 31,
|
|
||||||||||||||||
Services
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
||||||||||
Investment advisor (a)
|
|
$
|
116
|
|
|
$
|
269
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
Loan servicing (a)
|
|
141
|
|
|
186
|
|
|
282
|
|
|
—
|
|
|
—
|
|
|
|||||
Mortgage financing
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
|||||
Institutional investor relationship services
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
|||||
Legal (a)
|
|
231
|
|
|
352
|
|
|
343
|
|
|
52
|
|
|
110
|
|
|
|||||
Computer services (a)
|
|
1,138
|
|
|
1,160
|
|
|
1,072
|
|
|
202
|
|
|
284
|
|
|
|||||
Office & facilities management services (a)
|
|
180
|
|
|
88
|
|
|
86
|
|
|
127
|
|
|
22
|
|
|
|||||
Other service agreements (a)
|
|
561
|
|
|
581
|
|
|
581
|
|
|
15
|
|
|
—
|
|
|
|||||
Office rent and reimbursements (b)
|
|
793
|
|
|
969
|
|
|
949
|
|
|
121
|
|
|
310
|
|
|
|||||
Total
|
|
$
|
3,160
|
|
|
$
|
3,605
|
|
(c)
|
$
|
3,691
|
|
(d)
|
$
|
517
|
|
|
$
|
748
|
|
(e)
|
(a)
|
The Company provided written notice of termination of these agreements, all of which were effective during 2012, except the office & facilities management services agreement and the legal services agreement, which will be effective during the first and second quarters of 2013, respectively.
|
(b)
|
The office lease expired on November 30, 2012. The Company executed a lease for new corporate space with an external third party and relocated during the fourth quarter of 2012.
|
(c)
|
Amount excludes
$2,302
representing reimbursement of third-party costs.
|
(d)
|
Amount excludes
$898
representing reimbursement of third-party costs.
|
(e)
|
Amount excludes
$276
representing reimbursement of third-party costs.
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Total
Available-for-Sale
Securities
|
||||||
As of December 31, 2011:
|
|
|
|
|
|
||||||
Fair value
|
$
|
11,550
|
|
|
$
|
18,835
|
|
|
$
|
30,385
|
|
|
|
|
|
|
|
||||||
Amortized cost basis
|
28,997
|
|
|
38,242
|
|
|
67,239
|
|
|||
Total other-than-temporary impairment recognized
|
(23,889
|
)
|
|
(31,308
|
)
|
|
(55,197
|
)
|
|||
Adjusted cost basis
|
5,108
|
|
|
6,934
|
|
|
12,042
|
|
|||
|
|
|
|
|
|
||||||
Net gains in accumulated OCI
|
6,615
|
|
|
11,942
|
|
|
18,557
|
|
|||
Net losses in accumulated OCI
|
(173
|
)
|
(a)
|
(41
|
)
|
(b)
|
(214
|
)
|
(a)
|
This amount represents the gross unrealized losses of
one
common stock security with a fair value of
$765
as of
December 31, 2011
. This security had been in a continuous unrealized loss position for less than 12 months as of
December 31, 2011
.
|
(b)
|
This amount represents the gross unrealized losses of
one
preferred stock security with a fair value of
$130
as of
December 31, 2011
. This security had been in a continuous unrealized loss position for less than 12 months as of
December 31, 2011
.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Net unrealized OCI gain (loss)
|
$
|
4,748
|
|
|
$
|
(3,486
|
)
|
|
$
|
13,742
|
|
Net gain on sales and redemptions of securities
|
$
|
25,840
|
|
|
$
|
277
|
|
|
$
|
4,007
|
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per
Restricted Share
|
|||
Balance at January 1, 2011
|
—
|
|
|
$
|
—
|
|
Shares granted (a)
|
14
|
|
|
17.13
|
|
|
Shares vested
|
—
|
|
|
—
|
|
|
Shares forfeited
|
—
|
|
|
—
|
|
|
Balance at December 31, 2011
|
14
|
|
|
17.13
|
|
|
Shares granted (a)
|
32
|
|
|
17.38
|
|
|
Shares vested
|
—
|
|
|
—
|
|
|
Shares forfeited
|
—
|
|
|
—
|
|
|
Balance at December 31, 2012
|
46
|
|
|
$
|
17.30
|
|
(a)
|
Of the shares granted,
50%
vest on each of the third and fifth anniversaries of the grant date.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Grant date fair value per share option
|
|
$
|
0.92
|
|
|
$
|
3.20
|
|
|
$
|
4.55
|
|
Dividend yield
|
|
5.66
|
%
|
|
3.56
|
%
|
|
1.87
|
%
|
|||
Expected volatility
|
|
21.65
|
%
|
|
30.00
|
%
|
|
35.00
|
%
|
|||
Expected life (in years)
|
|
5
|
|
|
5
|
|
|
5
|
|
|||
Risk-free interest rate
|
|
0.67
|
%
|
|
1.14
|
%
|
|
1.13
|
%
|
|
|
Minimum Lease Payments
|
||
2013
|
|
$
|
432,553
|
|
2014
|
|
378,759
|
|
|
2015
|
|
324,001
|
|
|
2016
|
|
276,672
|
|
|
2017
|
|
223,919
|
|
|
Thereafter
|
|
922,607
|
|
|
Total
|
|
$
|
2,558,511
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Ground lease rent expense
|
$
|
10,288
|
|
|
$
|
10,094
|
|
|
$
|
10,252
|
|
Office rent expense
|
$
|
846
|
|
|
$
|
833
|
|
|
$
|
757
|
|
|
|
Minimum Lease Payments
|
||
2013
|
|
$
|
6,624
|
|
2014
|
|
7,323
|
|
|
2015
|
|
7,101
|
|
|
2016
|
|
7,165
|
|
|
2017
|
|
7,312
|
|
|
Thereafter
|
|
545,402
|
|
|
Total
|
|
$
|
580,927
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Fixed rate mortgage loans (a)
|
$
|
2,078,162
|
|
|
$
|
2,691,323
|
|
Variable rate construction loans
|
10,419
|
|
|
79,599
|
|
||
Mortgages payable
|
2,088,581
|
|
|
2,770,922
|
|
||
Premium, net of accumulated amortization
|
—
|
|
|
10,858
|
|
||
Discount, net of accumulated amortization
|
(1,492
|
)
|
|
(2,003
|
)
|
||
Mortgages payable, net
|
2,087,089
|
|
|
2,779,777
|
|
||
Notes payable
|
125,000
|
|
|
138,900
|
|
||
Margin payable
|
—
|
|
|
7,541
|
|
||
Mortgages and notes payable, net
|
$
|
2,212,089
|
|
|
$
|
2,926,218
|
|
(a)
|
Includes
$76,055
and
$76,269
of variable rate mortgage debt that was swapped to a fixed rate as of
December 31, 2012
and
2011
, respectively.
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
IW JV Senior Mezzanine Note
|
$
|
85,000
|
|
|
$
|
85,000
|
|
IW JV Junior Mezzanine Note
|
40,000
|
|
|
40,000
|
|
||
Mezzanine Note
|
—
|
|
|
13,900
|
|
||
Notes payable
|
$
|
125,000
|
|
|
$
|
138,900
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Maturing debt (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (b)
|
$
|
236,194
|
|
|
$
|
178,199
|
|
|
$
|
452,355
|
|
|
$
|
38,239
|
|
|
$
|
286,060
|
|
|
$
|
887,115
|
|
|
$
|
2,078,162
|
|
Notes payable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
(c)
|
125,000
|
|
|||||||
Unsecured credit facility - term loan (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||||
Total fixed rate debt
|
236,194
|
|
|
178,199
|
|
|
452,355
|
|
|
338,239
|
|
|
286,060
|
|
|
1,012,115
|
|
|
2,503,162
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable
|
—
|
|
|
10,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,419
|
|
|||||||
Unsecured credit facility - line of credit
|
—
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
|||||||
Total variable rate debt
|
—
|
|
|
10,419
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,419
|
|
|||||||
Total maturing debt (e)
|
$
|
236,194
|
|
|
$
|
188,618
|
|
|
$
|
532,355
|
|
|
$
|
338,239
|
|
|
$
|
286,060
|
|
|
$
|
1,012,115
|
|
|
$
|
2,593,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
5.76
|
%
|
|
7.19
|
%
|
|
5.81
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
6.11
|
%
|
|||||||
Variable rate debt
|
—
|
%
|
|
2.50
|
%
|
|
2.50
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.50
|
%
|
|||||||
Total
|
5.76
|
%
|
|
6.93
|
%
|
|
5.31
|
%
|
|
3.18
|
%
|
|
5.73
|
%
|
|
7.22
|
%
|
|
5.98
|
%
|
(a)
|
The debt maturity table does not include mortgage discount of
$1,492
, net of accumulated amortization, which was outstanding as of
December 31, 2012
.
|
(b)
|
Includes
$76,055
of variable rate mortgage debt that was swapped to a fixed rate.
|
(c)
|
On February 1, 2013, the Company repaid the entire balance of the IW JV senior and junior mezzanine notes and incurred a
5%
prepayment fee.
|
(d)
|
In July 2012, the Company entered into an interest rate swap transaction to convert the variable rate portion of
$300,000
of LIBOR based debt to a fixed rate through February 24, 2016, the maturity date of the Company’s unsecured term loan. The swap effectively converts
one-month floating rate LIBOR
to a fixed rate of
0.53875%
over the term of the swap.
|
(e)
|
As of
December 31, 2012
, the weighted average years to maturity of consolidated indebtedness was
5.2 years
.
|
•
|
monthly interest-only payments on the outstanding balance at a rate of
LIBOR
plus a margin ranging from
1.75%
to
2.50%
, depending on leverage levels. In the event the Company becomes investment grade rated by
two
of the
three
major rating agencies (Fitch, Moody’s and Standard & Poor’s), the pricing on the credit facility will be determined based on an investment grade pricing matrix with the interest rate equal to
LIBOR
plus a margin ranging from
1.15%
to
1.95%
, depending on the Company’s credit rating;
|
•
|
quarterly unused fees ranging from
0.25%
to
0.35%
, depending on the undrawn amount; however, in the event the Company becomes investment grade rated by
two
of the
three
major rating agencies, the unused fee will be replaced by a facility fee ranging from
0.20%
to
0.45%
depending on the Company’s investment grade rating;
|
•
|
the requirement for a pool of unencumbered assets to support the facility, subject to certain covenants and minimum requirements related to the value, debt service coverage, occupancy and number of properties included in the collateral pool;
|
•
|
a maximum advance rate of
60%
of the implied value of the unencumbered pool assets determined by applying a
7.5%
capitalization rate to adjusted net operating income for those properties; and
|
•
|
$20,000
of recourse cross-default permissions and
$100,000
of non-recourse cross-default permissions, subject to certain carve-outs (including
$26,865
of non-recourse indebtedness that was in default as of
December 31, 2012
) and allowances for maturity defaults under non-recourse indebtedness for up to
90 days
subject to extension at the discretion of the lenders.
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2011 |
||||||
Interest Rate Swap
|
|
4
|
|
|
3
|
|
|
$
|
376,055
|
|
|
$
|
76,269
|
|
|
Liability Derivatives
|
||||||||||
|
December 31, 2012
|
|
December 31, 2011
|
||||||||
|
Balance Sheet Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other Liabilities
|
|
$
|
2,783
|
|
|
Other Liabilities
|
|
$
|
2,891
|
|
|
|
|
|
Ownership Interest
|
|
Investment at
|
||||||||||
Joint Venture
|
|
Date of
Investment
|
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2011 |
||||||
MS Inland Fund, LLC (a)
|
|
4/27/2007
|
|
20.0
|
%
|
|
20.0
|
%
|
|
$
|
8,334
|
|
|
$
|
9,246
|
|
Hampton Retail Colorado, L.L.C. (b)
|
|
8/31/2007
|
|
95.9
|
%
|
|
95.9
|
%
|
|
124
|
|
|
1,124
|
|
||
RC Inland L.P. (c)
|
|
9/30/2010
|
|
20.0
|
%
|
|
20.0
|
%
|
|
39,468
|
|
|
53,800
|
|
||
Oak Property and Casualty LLC (d)
|
|
10/1/2006
|
|
25.0
|
%
|
|
25.0
|
%
|
|
8,946
|
|
|
8,759
|
|
||
Britomart (e)
|
|
12/15/2011
|
|
N/A
|
|
|
15.0
|
%
|
|
—
|
|
|
8,239
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
56,872
|
|
|
$
|
81,168
|
|
(a)
|
The MS Inland Fund, LLC (MS Inland) joint venture was formed with a large state pension fund; the Company is the managing member of the venture and earns fees for providing property management, acquisition and leasing services.
|
(b)
|
The ownership percentage in Hampton Retail Colorado, L.L.C., or Hampton, is based upon the Company’s pro rata capital contributions to date. Subject to the maximum capital contributions specified within the organizational documents, the Company’s ownership percentage could increase to
96.3%
.
|
(c)
|
The joint venture (RioCan) was formed with a wholly-owned subsidiary of RioCan Real Estate Investment Trust, a REIT based in Canada. A subsidiary of the Company is the general partner of the joint venture and earns fees for providing property management, asset management and other customary services.
|
(d)
|
Oak Property & Casualty LLC (Oak Property and Casualty), or the Captive, is accounted for as an equity method investment by the Company pursuant to the terms and conditions of the Oak Property and Casualty organizational documents. Refer to Note 1 for further information.
|
(e)
|
In a non-cash transaction on December 15, 2011, the Company, through a consolidated joint venture, contributed an
$8,239
note receivable to
two
joint ventures under common control (collectively referred to as Britomart) in return for a
15%
noncontrolling ownership interest. Neither the Company nor its consolidated joint venture had any management responsibilities with respect to Britomart, which as of December 31, 2011 owned
one
vacant land parcel and
one
single-tenant office building in Auckland, New Zealand.
|
|
|
As of December 31, 2012
|
||||||||||||||
|
|
RioCan
|
|
Hampton
|
|
Other Joint Ventures
|
|
Combined Condensed Total
|
||||||||
Real estate assets
|
|
$
|
434,704
|
|
|
$
|
14,326
|
|
|
$
|
270,386
|
|
|
$
|
719,416
|
|
Less accumulated depreciation
|
|
(19,287
|
)
|
|
(2,286
|
)
|
|
(44,554
|
)
|
|
(66,127
|
)
|
||||
Real estate, net
|
|
415,417
|
|
|
12,040
|
|
|
225,832
|
|
|
653,289
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other assets, net
|
|
148,511
|
|
|
1,285
|
|
|
49,658
|
|
|
199,454
|
|
||||
Total assets
|
|
$
|
563,928
|
|
|
$
|
13,325
|
|
|
$
|
275,490
|
|
|
$
|
852,743
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage debt
|
|
$
|
312,844
|
|
|
$
|
14,828
|
|
|
$
|
143,450
|
|
|
$
|
471,122
|
|
Other liabilities, net
|
|
50,076
|
|
|
300
|
|
|
22,960
|
|
|
73,336
|
|
||||
Total liabilities
|
|
362,920
|
|
|
15,128
|
|
|
166,410
|
|
|
544,458
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total equity
|
|
201,008
|
|
|
(1,803
|
)
|
|
109,080
|
|
|
308,285
|
|
||||
Total liabilities and equity
|
|
$
|
563,928
|
|
|
$
|
13,325
|
|
|
$
|
275,490
|
|
|
$
|
852,743
|
|
|
|
As of December 31, 2011
|
||||||||||||||
|
|
RioCan
|
|
Hampton
|
|
Other Joint Ventures
|
|
Combined Condensed Total
|
||||||||
Real estate assets
|
|
$
|
403,943
|
|
|
$
|
21,521
|
|
|
$
|
461,711
|
|
|
$
|
887,175
|
|
Less accumulated depreciation
|
|
(6,406
|
)
|
|
(2,203
|
)
|
|
(41,294
|
)
|
|
(49,903
|
)
|
||||
Real estate, net
|
|
397,537
|
|
|
19,318
|
|
|
420,417
|
|
|
837,272
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other assets, net
|
|
213,172
|
|
|
1,524
|
|
|
60,518
|
|
|
275,214
|
|
||||
Total assets
|
|
$
|
610,709
|
|
|
$
|
20,842
|
|
|
$
|
480,935
|
|
|
$
|
1,112,486
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgage debt
|
|
$
|
292,135
|
|
|
$
|
21,216
|
|
|
$
|
284,760
|
|
|
$
|
598,111
|
|
Other liabilities, net
|
|
51,095
|
|
|
430
|
|
|
24,380
|
|
|
75,905
|
|
||||
Total liabilities
|
|
343,230
|
|
|
21,646
|
|
|
309,140
|
|
|
674,016
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total equity
|
|
267,479
|
|
|
(804
|
)
|
|
171,795
|
|
|
438,470
|
|
||||
Total liabilities and equity
|
|
$
|
610,709
|
|
|
$
|
20,842
|
|
|
$
|
480,935
|
|
|
$
|
1,112,486
|
|
|
|
Year ended December 31, 2012
|
||||||||||||||
|
|
RioCan
|
|
Hampton
|
|
Other Joint Ventures
|
|
Combined Condensed Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Property related income
|
|
$
|
59,955
|
|
|
$
|
1,623
|
|
|
$
|
27,115
|
|
|
$
|
88,693
|
|
Other income
|
|
—
|
|
|
—
|
|
|
7,884
|
|
|
7,884
|
|
||||
Total revenues
|
|
59,955
|
|
|
1,623
|
|
|
34,999
|
|
|
96,577
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
8,927
|
|
|
251
|
|
|
4,439
|
|
|
13,617
|
|
||||
Real estate taxes
|
|
10,388
|
|
|
205
|
|
|
4,711
|
|
|
15,304
|
|
||||
Depreciation and amortization
|
|
38,776
|
|
|
575
|
|
|
10,394
|
|
|
49,745
|
|
||||
Loss on lease terminations
|
|
2,408
|
|
|
—
|
|
|
326
|
|
|
2,734
|
|
||||
General and administrative expenses
|
|
1,093
|
|
|
18
|
|
|
248
|
|
|
1,359
|
|
||||
Interest expense, net
|
|
13,223
|
|
|
(319
|
)
|
|
7,853
|
|
|
20,757
|
|
||||
Other expense, net
|
|
787
|
|
|
—
|
|
|
6,625
|
|
|
7,412
|
|
||||
Total expenses
|
|
75,602
|
|
|
730
|
|
|
34,596
|
|
|
110,928
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
(15,647
|
)
|
|
893
|
|
|
403
|
|
|
(14,351
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from discontinued operations
|
|
—
|
|
|
(1,892
|
)
|
|
2,399
|
|
|
507
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
|
$
|
(15,647
|
)
|
|
$
|
(999
|
)
|
|
$
|
2,802
|
|
|
$
|
(13,844
|
)
|
|
|
Year ended December 31, 2011
|
||||||||||||||
|
|
RioCan
|
|
Hampton
|
|
Other Joint Ventures
|
|
Combined Condensed Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Property related income
|
|
$
|
27,891
|
|
|
$
|
1,696
|
|
|
$
|
27,473
|
|
|
$
|
57,060
|
|
Other income
|
|
—
|
|
|
—
|
|
|
4,904
|
|
|
4,904
|
|
||||
Total revenues
|
|
27,891
|
|
|
1,696
|
|
|
32,377
|
|
|
61,964
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
3,792
|
|
|
377
|
|
|
3,783
|
|
|
7,952
|
|
||||
Real estate taxes
|
|
3,961
|
|
|
176
|
|
|
5,218
|
|
|
9,355
|
|
||||
Depreciation and amortization
|
|
20,064
|
|
|
570
|
|
|
10,447
|
|
|
31,081
|
|
||||
Loss on lease terminations
|
|
548
|
|
|
—
|
|
|
1,480
|
|
|
2,028
|
|
||||
General and administrative expenses
|
|
989
|
|
|
95
|
|
|
438
|
|
|
1,522
|
|
||||
Interest expense, net
|
|
7,100
|
|
|
(120
|
)
|
|
8,806
|
|
|
15,786
|
|
||||
Other (income) expense, net
|
|
(2
|
)
|
|
—
|
|
|
2,064
|
|
|
2,062
|
|
||||
Total expenses
|
|
36,452
|
|
|
1,098
|
|
|
32,236
|
|
|
69,786
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
(8,561
|
)
|
|
598
|
|
|
141
|
|
|
(7,822
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations
|
|
—
|
|
|
(4,486
|
)
|
|
(985
|
)
|
|
(5,471
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(8,561
|
)
|
|
$
|
(3,888
|
)
|
|
$
|
(844
|
)
|
|
$
|
(13,293
|
)
|
|
|
Year ended December 31, 2010
|
||||||||||||||
|
|
RioCan
|
|
Hampton
|
|
Other Joint Ventures
|
|
Combined Condensed Total
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Property related income
|
|
$
|
2,739
|
|
|
$
|
1,646
|
|
|
$
|
27,100
|
|
|
$
|
31,485
|
|
Other income
|
|
—
|
|
|
—
|
|
|
582
|
|
|
582
|
|
||||
Total revenues
|
|
2,739
|
|
|
1,646
|
|
|
27,682
|
|
|
32,067
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
|
363
|
|
|
245
|
|
|
4,241
|
|
|
4,849
|
|
||||
Real estate taxes
|
|
416
|
|
|
233
|
|
|
4,707
|
|
|
5,356
|
|
||||
Depreciation and amortization
|
|
1,947
|
|
|
570
|
|
|
10,393
|
|
|
12,910
|
|
||||
Loss on lease terminations
|
|
143
|
|
|
—
|
|
|
304
|
|
|
447
|
|
||||
General and administrative expenses
|
|
888
|
|
|
56
|
|
|
179
|
|
|
1,123
|
|
||||
Interest expense
|
|
812
|
|
|
282
|
|
|
10,636
|
|
|
11,730
|
|
||||
Other (income) expense, net
|
|
(1
|
)
|
|
10
|
|
|
(2,213
|
)
|
|
(2,204
|
)
|
||||
Total expenses
|
|
4,568
|
|
|
1,396
|
|
|
28,247
|
|
|
34,211
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
(1,829
|
)
|
|
250
|
|
|
(565
|
)
|
|
(2,144
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations
|
|
—
|
|
|
346
|
|
|
(1,173
|
)
|
|
(827
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(1,829
|
)
|
|
$
|
596
|
|
|
$
|
(1,738
|
)
|
|
$
|
(2,971
|
)
|
|
|
The Company’s Share of
Net Income (Loss) for the Years Ended December 31, |
|
Net Cash Distributions from/(Contributions to) Joint Ventures for the Years Ended December 31,
|
|
Fees Earned by the Company for the
Years Ended December 31,
|
||||||||||||||||||||||||||||||
Joint Venture
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
MS Inland
|
|
$
|
18
|
|
|
$
|
(463
|
)
|
|
$
|
1,339
|
|
|
$
|
1,992
|
|
|
$
|
497
|
|
|
$
|
68,838
|
|
|
$
|
851
|
|
|
$
|
862
|
|
|
$
|
1,155
|
|
Hampton (a)
|
|
(890
|
)
|
|
(3,649
|
)
|
|
819
|
|
|
68
|
|
|
(756
|
)
|
|
(1,384
|
)
|
|
3
|
|
|
3
|
|
|
91
|
|
|||||||||
RioCan
|
|
(2,467
|
)
|
|
(1,412
|
)
|
|
(365
|
)
|
|
10,958
|
|
|
(32,344
|
)
|
|
(82
|
)
|
|
2,109
|
|
|
954
|
|
|
125
|
|
|||||||||
Oak Property and Casualty
|
|
(3,081
|
)
|
|
(1,117
|
)
|
|
(45
|
)
|
|
(3,268
|
)
|
|
(2,646
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Britomart (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
$
|
(6,420
|
)
|
|
$
|
(6,641
|
)
|
|
$
|
1,748
|
|
|
$
|
9,750
|
|
|
$
|
(35,249
|
)
|
|
$
|
67,372
|
|
|
$
|
2,963
|
|
|
$
|
1,819
|
|
|
$
|
1,371
|
|
(a)
|
During the years ended
December 31, 2012
and
2011
, Hampton determined that the carrying value of certain of its assets was not recoverable and, accordingly, recorded impairment charges in the amounts of
$1,593
and
$4,128
, of which the Company’s share was
$1,527
and
$3,956
, respectively. No impairment charges were recorded during the year ended December 31, 2010. The joint venture’s estimates of fair value relating to these impairment assessments were based upon bona fide purchase offers.
|
(b)
|
As previously discussed, the Company transferred its entire interest in Britomart in a non-cash transaction to the noncontrolling interest holder in a consolidated joint venture of the Company on February 15, 2012.
|
Joint Venture
|
|
Date
|
|
Square
Footage
|
|
Property Type
|
|
Property Name
|
|
Purchase
Price
|
|
Pro Rata Equity
Contribution (a)
|
|
|||||
RioCan
|
|
February 23, 2012
|
|
134,900
|
|
|
Multi-tenant retail
|
|
Southlake Corners
|
|
$
|
35,366
|
|
|
$
|
2,738
|
|
(b)
|
(a)
|
Amount represents the Company’s contribution of its proportionate share of the acquisition price net of customary prorations and net of mortgage proceeds.
|
(b)
|
The RioCan joint venture acquired Southlake Corners from the MS Inland joint venture. The Company did not recognize its proportionate share of the gain realized by MS Inland upon disposition through “Equity in loss of unconsolidated joint ventures” due to its continuing involvement in the property. The Company received a cash distribution in the amount of
$2,723
from the MS Inland joint venture representing its share of the sales price net of mortgage debt repayment.
|
|
Year Ended December 31,
|
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(14,235
|
)
|
|
$
|
(74,109
|
)
|
|
$
|
(96,288
|
)
|
|
Gain on sales of investment properties, net
|
7,843
|
|
|
5,906
|
|
|
—
|
|
|
|||
Net income from continuing operations attributable to noncontrolling interests
|
—
|
|
|
(31
|
)
|
|
(1,136
|
)
|
|
|||
Preferred stock dividends
|
(263
|
)
|
|
—
|
|
|
—
|
|
|
|||
Loss from continuing operations available to common shareholders
|
(6,655
|
)
|
|
(68,234
|
)
|
|
(97,424
|
)
|
|
|||
Income (loss) from discontinued operations
|
5,945
|
|
|
(4,375
|
)
|
|
1,581
|
|
|
|||
Net loss available to common shareholders
|
(710
|
)
|
|
(72,609
|
)
|
|
(95,843
|
)
|
|
|||
Distributions paid on unvested restricted shares
|
(25
|
)
|
|
(4
|
)
|
|
—
|
|
|
|||
Net loss available to common shareholders excluding amounts attributable to unvested restricted shares
|
$
|
(735
|
)
|
|
$
|
(72,613
|
)
|
|
$
|
(95,843
|
)
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for loss per common share — basic:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
220,464
|
|
(a)
|
192,456
|
|
(b)
|
193,497
|
|
|
|||
Effect of dilutive securities — stock options
|
—
|
|
(c)
|
—
|
|
(c)
|
—
|
|
(c)
|
|||
Denominator for loss per common share — diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent shares outstanding
|
220,464
|
|
|
192,456
|
|
|
193,497
|
|
|
(a)
|
Excluded from this weighted average amount are
46
shares of restricted common stock, which equate to
40
shares on a weighted average basis for the year ended
December 31, 2012
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excluded from this weighted average amount are
14
shares of restricted common stock, which equate to
10
shares on a weighted average basis for the year ended
December 31, 2011
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(c)
|
Outstanding options to purchase shares of common stock, the effect of which would be anti-dilutive, were
83
,
69
and
55
shares as of
December 31, 2012
,
2011
and
2010
, respectively, at a weighted average exercise price of
$19.31
,
$20.83
and
$21.70
, respectively. These shares were not included in the computation of diluted EPS because either a loss from continuing operations was reported for the respective periods or the options were out of the money, or both.
|
|
|
2012
|
|
2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Impairment of assets
|
|
$
|
5,502
|
|
|
$
|
4,886
|
|
Capital loss carryforward
|
|
—
|
|
|
2,008
|
|
||
Net operating loss carryforward
|
|
5,612
|
|
|
3,937
|
|
||
Other
|
|
142
|
|
|
92
|
|
||
Gross deferred tax assets
|
|
11,256
|
|
|
10,923
|
|
||
Less: valuation allowance
|
|
(7,852
|
)
|
|
(8,900
|
)
|
||
Total deferred tax assets
|
|
3,404
|
|
|
2,023
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other
|
|
(3,404
|
)
|
|
(2,023
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net loss attributable to the Company
|
|
$
|
(447
|
)
|
|
$
|
(72,609
|
)
|
|
$
|
(95,843
|
)
|
Book/tax differences
|
|
3,807
|
|
|
95,869
|
|
|
68,240
|
|
|||
Adjust for negative taxable income
|
|
—
|
|
|
—
|
|
|
27,603
|
|
|||
Taxable income subject to 90% dividend requirement
|
|
$
|
3,360
|
|
|
$
|
23,260
|
|
|
$
|
—
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash distributions paid
|
|
$
|
140,017
|
|
|
$
|
116,050
|
|
|
$
|
83,385
|
|
Less: non-dividend distributions
|
|
(136,657
|
)
|
|
(92,782
|
)
|
|
(83,385
|
)
|
|||
Total dividends paid deduction attributable to earnings and profits
|
|
$
|
3,360
|
|
|
$
|
23,268
|
|
|
$
|
—
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Ordinary dividends
|
|
$
|
0.02
|
|
(a)
|
$
|
0.12
|
|
|
$
|
—
|
|
Nontaxable distributions
|
|
0.64
|
|
|
0.48
|
|
|
0.43
|
|
|||
Total distribution per share
|
|
$
|
0.66
|
|
|
$
|
0.60
|
|
|
$
|
0.43
|
|
(a)
|
$0.02
included in ordinary dividends is considered a qualified dividend.
|
Property Name
|
|
Property Type
|
|
Impairment Date
|
|
Approximate
Square
Footage
|
|
Provision for
Impairment of
Investment
Properties
|
|||
Towson Circle
|
|
Multi-tenant retail
|
|
June 25, 2012
|
|
n/a (a)
|
|
|
$
|
1,323
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|||
Various (b)
|
|
Single-user retail
|
|
September 18, 2012
|
|
1,000,400
|
|
|
1,100
|
|
|
Various (c)
|
|
Multi-tenant retail
|
|
September 25, 2012
|
|
132,600
|
|
|
5,528
|
|
|
Mervyns - McAllen
|
|
Single-user retail
|
|
September 30, 2012
|
|
78,000
|
|
|
2,950
|
|
|
Mervyns - Bakersfield
|
|
Single-user retail
|
|
September 30, 2012
|
|
75,100
|
|
|
37
|
|
|
Pro’s Ranch Market
|
|
Single-user retail
|
|
Various (d)
|
|
75,500
|
|
|
2,749
|
|
|
American Express - Phoenix
|
|
Single-user office
|
|
Various (d)
|
|
117,600
|
|
|
4,902
|
|
|
Mervyns - Fontana
|
|
Single-user retail
|
|
December 24, 2012
|
|
79,000
|
|
|
352
|
|
|
Mervyns - Ridgecrest
|
|
Single-user retail
|
|
Various (d)
|
|
59,000
|
|
|
1,622
|
|
|
Dick’s Sporting Goods - Fresno
|
|
Single-user retail
|
|
Various (d)
|
|
77,400
|
|
|
2,982
|
|
|
Mervyns - Highland
|
|
Single-user retail
|
|
Various (d)
|
|
80,500
|
|
|
2,297
|
|
|
|
|
|
|
|
|
|
|
24,519
|
|
||
|
|
|
|
|
|
Total
|
|
|
$
|
25,842
|
|
|
|
|
Estimated fair value of impaired properties
|
|
|
$
|
161,039
|
|
(a)
|
The Company sold a parcel of land to an unaffiliated third party for which the allocated carrying value was
$1,323
greater than the sales price. Such disposition did not qualify for discontinued operations accounting treatment.
|
(b)
|
During September 2012, the Company recorded an impairment charge in conjunction with the sale of
13
former Mervyns properties located throughout California based upon the sales price less costs to sell.
|
(c)
|
During September 2012, the Company recorded an impairment charge in conjunction with the sale of
three
multi-tenant retail properties located near Dallas, Texas based upon the sales price less costs to sell.
|
(d)
|
Impairment charges were recorded at various dates during the year ended December 31, 2012 initially based upon the terms of bona fide purchase offers, subsequent revisions pursuant to contract negotiations or final disposition price, as applicable.
|
Property Name
|
|
Property Type
|
|
Impairment Date
|
|
Approximate
Square
Footage
|
|
Provision for
Impairment of
Investment
Properties
|
|||
Lake Mead Crossing (a)
|
|
Multi-tenant retail
|
|
December 31, 2011
|
|
236,000
|
|
|
$
|
7,650
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|||
GMAC Insurance Building
|
|
Single-user office
|
|
March 31, 2011
|
|
501,000
|
|
|
30,373
|
|
|
Mesa Fiesta
|
|
Multi-tenant retail
|
|
Various (b)
|
|
195,000
|
|
|
1,322
|
|
|
North Ranch Pavilions
|
|
Multi-tenant retail
|
|
December 22, 2011 (c)
|
|
63,000
|
|
|
636
|
|
|
|
|
|
|
|
|
|
|
32,331
|
|
||
|
|
|
|
|
|
Total
|
|
|
$
|
39,981
|
|
|
|
|
Estimated fair value of impaired properties
|
|
|
$
|
37,466
|
|
(a)
|
Impairment charge recorded based upon a bona fide purchase offer received for an outlot at the property.
|
(b)
|
During 2011, this asset was impaired upon execution of the purchase and sale agreement based upon the negotiated purchase price; such impairment charge was revised upon closing of the disposition. Impairment charges for this asset of
$3,400
and
$20,400
were previously recorded during the years ended December 31, 2010 and 2009, respectively.
|
(c)
|
An impairment charge of
$2,700
was previously recorded during the year ended December 31, 2009.
|
Property Name
|
|
Property Type
|
|
Impairment Date
|
|
Approximate
Square
Footage
|
|
Provision for
Impairment of
Investment
Properties
|
|||
University Square
|
|
Multi-tenant retail
|
|
June 30, 2010
|
|
287,000
|
|
|
$
|
6,281
|
|
Riverpark Phase IIB (a)
|
|
Multi-tenant retail
|
|
June 30, 2010
|
|
61,000
|
|
|
1,576
|
|
|
Suntree Square (a)
|
|
Multi-tenant retail
|
|
September 30, 2010
|
|
96,000
|
|
|
1,322
|
|
|
Coppell Town Center (a)
|
|
Multi-tenant retail
|
|
September 30, 2010
|
|
91,000
|
|
|
1,851
|
|
|
|
|
|
|
|
|
|
|
11,030
|
|
||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|||
Wild Oats Market
|
|
Single-user retail
|
|
May 28, 2010
|
|
49,000
|
|
|
821
|
|
|
Circuit City Headquarters
|
|
Single-user retail
|
|
June 30, 2010
|
|
383,000
|
|
|
7,806
|
|
|
Mesa Fiesta
|
|
Multi-tenant retail
|
|
December 31, 2010
|
|
195,000
|
|
|
3,400
|
|
|
|
|
|
|
|
|
|
|
12,027
|
|
||
|
|
|
|
|
|
Total
|
|
|
$
|
23,057
|
|
|
|
|
Estimated fair value of impaired properties
|
|
|
$
|
72,696
|
|
(a)
|
Property acquired by the RioCan joint venture. Impairment charge based on estimated net realizable value inclusive of projected fair value of contingent earnout proceeds.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Investment in marketable securities, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,385
|
|
|
$
|
30,385
|
|
|
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages and notes payable, net
|
$
|
2,212,089
|
|
|
$
|
2,401,883
|
|
|
$
|
2,926,218
|
|
|
$
|
3,109,577
|
|
Credit facility
|
$
|
380,000
|
|
|
$
|
382,723
|
|
|
$
|
555,000
|
|
|
$
|
555,000
|
|
Other financings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,477
|
|
|
$
|
8,477
|
|
Co-venture obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,431
|
|
|
$
|
55,000
|
|
Derivative liability
|
$
|
2,783
|
|
|
$
|
2,783
|
|
|
$
|
2,891
|
|
|
$
|
2,891
|
|
•
|
Level 1 Inputs — Unadjusted quoted market prices for identical assets and liabilities in an active market which the Company has the ability to access.
|
•
|
Level 2 Inputs — Inputs, other than quoted prices in active markets, which are observable either directly or indirectly.
|
•
|
Level 3 Inputs — Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||
Derivative liability
|
$
|
—
|
|
|
2,783
|
|
|
—
|
|
|
$
|
2,783
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2011
|
|
|
|
|
|
|
|
||||||
Investment in marketable securities, net
|
$
|
30,385
|
|
|
—
|
|
|
—
|
|
|
$
|
30,385
|
|
Derivative liability
|
$
|
—
|
|
|
2,891
|
|
|
—
|
|
|
$
|
2,891
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment of
Investment
Properties (a)
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||
Investment properties -
held for sale
(b)
|
$
|
—
|
|
|
9,133
|
|
|
—
|
|
|
$
|
9,133
|
|
|
$
|
6,901
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||
Investment properties (c)
|
$
|
—
|
|
|
—
|
|
|
21,439
|
|
|
$
|
21,439
|
|
|
$
|
38,023
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to
December 31, 2012
and 2011, respectively.
|
(b)
|
Includes impairment charges recorded on
three
investment properties classified as held for sale as of
December 31, 2012
; such charges, calculated as the expected sales prices from executed sales agreements less estimated selling costs, were determined to be Level 3 inputs. The estimated transaction costs totaling
$197
are not reflected as a reduction to the fair value disclosed in the table above.
|
(c)
|
Includes impairment charges recorded on
one
investment property and
one
outlot during the year ended December 31, 2011 based upon a discounted cash flow model and a bona fide purchase offer, respectively. Neither asset was disposed of prior to December 31, 2011, however, the investment property was transferred to the lender through a deed-in-lieu of foreclosure transaction on April 10, 2012. The inputs to the Company’s estimates of fair value were determined to be Level 3 inputs.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||
Mortgages and notes payable, net
|
$
|
—
|
|
|
—
|
|
|
2,401,883
|
|
|
$
|
2,401,883
|
|
Credit facility
|
$
|
—
|
|
|
—
|
|
|
382,723
|
|
|
$
|
382,723
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2011
|
|
|
|
|
|
|
|
||||||
Mortgages and notes payable, net
|
$
|
—
|
|
|
—
|
|
|
3,109,577
|
|
|
$
|
3,109,577
|
|
Credit facility
|
$
|
—
|
|
|
—
|
|
|
555,000
|
|
|
$
|
555,000
|
|
Other financings
|
$
|
—
|
|
|
—
|
|
|
8,477
|
|
|
$
|
8,477
|
|
Co-venture obligation
|
$
|
—
|
|
|
—
|
|
|
55,000
|
|
|
$
|
55,000
|
|
•
|
drew
$125,000
on its senior unsecured revolving line of credit and used the proceeds to repay notes payable with an aggregate balance of
$125,000
and a weighted average interest rate of
12.80%
and the associated prepayment premium of
$6,250
;
|
•
|
repaid
$35,000
on its senior unsecured revolving line of credit using available cash;
|
•
|
closed on the sale of Mervyns - Ridgecrest, a
59,000
square foot single-user retail property located in Ridgecrest, California for a sales price of
$500
and no significant anticipated gain or loss on sale due to impairment charges recognized prior to December 31, 2012;
|
•
|
closed on the sale of Mervyns - Highland, an
80,500
square foot single-user retail property located in Highland, California for a sales price of
$2,133
and no significant anticipated gain or loss on sale due to impairment charges recognized prior to December 31, 2012;
|
•
|
closed on the sale of American Express - DePere, a
132,300
square foot single-user office property located in DePere, Wisconsin for a sales price of
$17,233
and anticipated gain on sale of approximately
$1,914
;
|
•
|
closed on the sale of a parcel of land, on which approximately
46,700
square feet of GLA was previously demolished, at Darien Towne Center, located in Darien, Illinois for a sales price of
$7,600
and anticipated gain on sale of approximately
$2,996
; and
|
•
|
repaid a
$27,200
mortgage payable with a stated interest rate of
5.45%
.
|
|
|
2012
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenue as previously reported
|
|
$
|
143,533
|
|
|
$
|
145,292
|
|
|
$
|
148,125
|
|
|
$
|
153,394
|
|
Reclassified to discontinued operations (a)
|
|
—
|
|
|
(4,273
|
)
|
|
(8,839
|
)
|
|
(10,209
|
)
|
||||
Adjusted total revenues
|
|
$
|
143,533
|
|
|
$
|
141,019
|
|
|
$
|
139,286
|
|
|
$
|
143,185
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
14,117
|
|
|
$
|
(15,952
|
)
|
|
$
|
17,676
|
|
|
$
|
(16,288
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common shareholders
|
|
$
|
13,854
|
|
|
$
|
(15,952
|
)
|
|
$
|
17,676
|
|
|
$
|
(16,288
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share available to common shareholders - basic and diluted
|
|
$
|
0.06
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.08
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares
outstanding - basic and diluted
|
|
230,597
|
|
|
230,597
|
|
|
226,543
|
|
|
194,119
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
2011
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenue as previously reported
|
|
$
|
153,352
|
|
|
$
|
146,045
|
|
|
$
|
147,361
|
|
|
$
|
152,323
|
|
Reclassified to discontinued operations (a)
|
|
(10,467
|
)
|
|
(4,772
|
)
|
|
(8,135
|
)
|
|
(9,272
|
)
|
||||
Adjusted total revenues
|
|
$
|
142,885
|
|
|
$
|
141,273
|
|
|
$
|
139,226
|
|
|
$
|
143,051
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(13,829
|
)
|
|
$
|
(5,016
|
)
|
|
$
|
(13,716
|
)
|
|
$
|
(40,017
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss available to common shareholders
|
|
$
|
(13,837
|
)
|
|
$
|
(5,023
|
)
|
|
$
|
(13,724
|
)
|
|
$
|
(40,025
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share available to common shareholders - basic and diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares
outstanding - basic and diluted
|
|
193,444
|
|
|
192,779
|
|
|
192,114
|
|
|
191,488
|
|
(a)
|
Represents revenue that has been reclassified to discontinued operations since previously reported amounts in Form 10-Q or 10-K.
|
|
|
Balance at
beginning of year
|
|
Charged to
costs and
expenses
|
|
Write-offs
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
8,231
|
|
|
969
|
|
|
(2,748
|
)
|
|
$
|
6,452
|
|
Tax valuation allowance
|
|
$
|
8,900
|
|
|
(1,048
|
)
|
|
—
|
|
|
$
|
7,852
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
9,138
|
|
|
6,527
|
|
|
(7,434
|
)
|
|
$
|
8,231
|
|
Tax valuation allowance
|
|
$
|
6,823
|
|
|
2,077
|
|
|
—
|
|
|
$
|
8,900
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
31,019
|
|
(a)
|
3,103
|
|
|
(24,984
|
)
|
(b)
|
$
|
9,138
|
|
(a)
|
Beginning balance includes
$5
for allowance for doubtful accounts related to an investment property held for sale in 2009.
|
(b)
|
Includes
$16,909
related to a note receivable that was fully written off in 2010.
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
23rd Street Plaza
|
|
$
|
3,133
|
|
|
$
|
1,300
|
|
|
$
|
5,319
|
|
|
$
|
65
|
|
|
$
|
1,300
|
|
|
$
|
5,384
|
|
|
$
|
6,684
|
|
|
$
|
1,579
|
|
|
2003
|
|
12/04
|
Panama City, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
3,197
|
|
|
1,230
|
|
|
3,752
|
|
|
—
|
|
|
1,230
|
|
|
3,752
|
|
|
4,982
|
|
|
1,157
|
|
|
2004
|
|
07/04
|
||||||||
Houma, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
2,619
|
|
|
1,340
|
|
|
2,943
|
|
|
3
|
|
|
1,340
|
|
|
2,946
|
|
|
4,286
|
|
|
882
|
|
|
2004
|
|
07/04
|
||||||||
Midland, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
3,181
|
|
|
1,050
|
|
|
3,954
|
|
|
6
|
|
|
1,050
|
|
|
3,960
|
|
|
5,010
|
|
|
1,186
|
|
|
2004
|
|
07/04
|
||||||||
Port Arthur, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
4,166
|
|
|
3,215
|
|
|
3,963
|
|
|
—
|
|
|
3,215
|
|
|
3,963
|
|
|
7,178
|
|
|
1,150
|
|
|
2004
|
|
07/04
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Alison's Corner
|
|
2,599
|
|
|
1,045
|
|
|
5,700
|
|
|
78
|
|
|
1,045
|
|
|
5,778
|
|
|
6,823
|
|
|
1,834
|
|
|
2003
|
|
04/04
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
American Express
|
|
—
|
|
|
1,400
|
|
|
15,370
|
|
|
9
|
|
|
1,400
|
|
|
15,379
|
|
|
16,779
|
|
|
4,306
|
|
|
2000
|
|
12/04
|
||||||||
DePere, WI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Aon Hewitt East Campus (a) (c)
|
|
—
|
|
|
13,000
|
|
|
44,053
|
|
|
—
|
|
|
13,000
|
|
|
44,053
|
|
|
57,053
|
|
|
11,317
|
|
|
1974 & 1986
|
|
05/05
|
||||||||
Lincolnshire, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Arvada Connection and Arvada Marketplace
|
|
22,000
|
|
|
8,125
|
|
|
39,366
|
|
|
718
|
|
|
8,125
|
|
|
40,084
|
|
|
48,209
|
|
|
12,944
|
|
|
1987-1990
|
|
04/04
|
||||||||
Arvada, CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ashland & Roosevelt
|
|
9,558
|
|
|
—
|
|
|
21,052
|
|
|
305
|
|
|
—
|
|
|
21,357
|
|
|
21,357
|
|
|
5,954
|
|
|
2002
|
|
05/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square I
|
|
12,261
|
|
|
6,375
|
|
|
21,304
|
|
|
1,614
|
|
|
6,375
|
|
|
22,918
|
|
|
29,293
|
|
|
6,887
|
|
|
2004
|
|
10/04
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square III (a)
|
|
—
|
|
|
3,280
|
|
|
10,348
|
|
|
63
|
|
|
3,280
|
|
|
10,411
|
|
|
13,691
|
|
|
2,003
|
|
|
2007
|
|
10/07
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bangor Parkade (a)
|
|
—
|
|
|
11,600
|
|
|
13,539
|
|
|
5,669
|
|
|
11,600
|
|
|
19,208
|
|
|
30,808
|
|
|
4,375
|
|
|
2005
|
|
03/06
|
||||||||
Bangor, ME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Battle Ridge Pavilion (a)
|
|
—
|
|
|
4,350
|
|
|
11,366
|
|
|
(17
|
)
|
|
4,350
|
|
|
11,349
|
|
|
15,699
|
|
|
2,783
|
|
|
1999
|
|
05/06
|
||||||||
Marietta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beachway Plaza
|
|
6,025
|
|
|
5,460
|
|
|
10,397
|
|
|
349
|
|
|
5,460
|
|
|
10,746
|
|
|
16,206
|
|
|
2,970
|
|
|
1984/2004
|
|
06/05
|
||||||||
Bradenton, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
9,244
|
|
|
—
|
|
|
18,367
|
|
|
64
|
|
|
—
|
|
|
18,431
|
|
|
18,431
|
|
|
5,560
|
|
|
2004
|
|
10/04
|
||||||||
Miami, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza (a)
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
16,431
|
|
|
3,233
|
|
|
2000-2002
|
|
07/05
|
||||||||
Westbury, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Best on the Boulevard
|
|
17,808
|
|
|
7,460
|
|
|
25,583
|
|
|
133
|
|
|
7,460
|
|
|
25,716
|
|
|
33,176
|
|
|
8,239
|
|
|
1996-1999
|
|
04/04
|
Las Vegas, NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bison Hollow
|
|
7,610
|
|
|
5,550
|
|
|
12,324
|
|
|
57
|
|
|
5,550
|
|
|
12,381
|
|
|
17,931
|
|
|
3,465
|
|
|
2004
|
|
04/05
|
Traverse City, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bluebonnet Parc (a)
|
|
—
|
|
|
4,450
|
|
|
16,407
|
|
|
148
|
|
|
4,450
|
|
|
16,555
|
|
|
21,005
|
|
|
5,484
|
|
|
2002
|
|
04/04
|
Baton Rouge, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Boston Commons
|
|
8,616
|
|
|
3,750
|
|
|
9,690
|
|
|
200
|
|
|
3,750
|
|
|
9,890
|
|
|
13,640
|
|
|
2,772
|
|
|
1993
|
|
05/05
|
Springfield, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Boulevard at The Capital Ctr. (a)
|
|
—
|
|
|
—
|
|
|
114,703
|
|
|
(30,974
|
)
|
|
—
|
|
|
83,729
|
|
|
83,729
|
|
|
13,181
|
|
|
2004
|
|
09/04
|
Largo, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Boulevard Plaza
|
|
2,433
|
|
|
4,170
|
|
|
12,038
|
|
|
2,835
|
|
|
4,170
|
|
|
14,873
|
|
|
19,043
|
|
|
4,048
|
|
|
1994
|
|
04/05
|
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Brickyard
|
|
44,000
|
|
|
45,300
|
|
|
26,657
|
|
|
4,346
|
|
|
45,300
|
|
|
31,003
|
|
|
76,303
|
|
|
8,768
|
|
|
1977/2004
|
|
04/05
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Broadway Shopping Center
|
|
10,263
|
|
|
5,500
|
|
|
14,002
|
|
|
2,512
|
|
|
5,500
|
|
|
16,514
|
|
|
22,014
|
|
|
4,235
|
|
|
1960/1999-
|
|
09/05
|
Bangor, ME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000
|
|
|
||||||||
Brown's Lane
|
|
5,060
|
|
|
2,600
|
|
|
12,005
|
|
|
913
|
|
|
2,600
|
|
|
12,918
|
|
|
15,518
|
|
|
3,598
|
|
|
1985
|
|
04/05
|
Middletown, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central Texas Marketplace
|
|
45,386
|
|
|
13,000
|
|
|
47,559
|
|
|
4,321
|
|
|
13,000
|
|
|
51,880
|
|
|
64,880
|
|
|
11,262
|
|
|
2004
|
|
12/06
|
Waco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Centre at Laurel
|
|
27,200
|
|
|
19,000
|
|
|
8,406
|
|
|
16,798
|
|
|
19,000
|
|
|
25,204
|
|
|
44,204
|
|
|
6,085
|
|
|
2005
|
|
02/06
|
Laurel, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Century III Plaza (a)
|
|
—
|
|
|
7,100
|
|
|
33,212
|
|
|
1,485
|
|
|
7,100
|
|
|
34,697
|
|
|
41,797
|
|
|
9,251
|
|
|
1996
|
|
06/05
|
West Mifflin, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chantilly Crossing
|
|
16,470
|
|
|
8,500
|
|
|
16,060
|
|
|
2,085
|
|
|
8,500
|
|
|
18,145
|
|
|
26,645
|
|
|
4,893
|
|
|
2004
|
|
05/05
|
Chantilly, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cinemark Seven Bridges
|
|
5,060
|
|
|
3,450
|
|
|
11,728
|
|
|
—
|
|
|
3,450
|
|
|
11,728
|
|
|
15,178
|
|
|
3,181
|
|
|
2000
|
|
03/05
|
Woodridge, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Citizen's Property Insurance (a)
|
|
—
|
|
|
2,150
|
|
|
7,601
|
|
|
6
|
|
|
2,150
|
|
|
7,607
|
|
|
9,757
|
|
|
1,952
|
|
|
2005
|
|
08/05
|
Jacksonville, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clearlake Shores
|
|
6,104
|
|
|
1,775
|
|
|
7,026
|
|
|
1,158
|
|
|
1,775
|
|
|
8,184
|
|
|
9,959
|
|
|
2,268
|
|
|
2003-2004
|
|
04/05
|
Clear Lake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Colony Square (a)
|
|
—
|
|
|
16,700
|
|
|
22,775
|
|
|
380
|
|
|
16,700
|
|
|
23,155
|
|
|
39,855
|
|
|
5,487
|
|
|
1997
|
|
05/06
|
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
The Columns
|
|
12,650
|
|
|
5,830
|
|
|
19,439
|
|
|
77
|
|
|
5,830
|
|
|
19,516
|
|
|
25,346
|
|
|
5,956
|
|
|
2004
|
|
8/04 &
|
Jackson, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/04
|
||||||||
The Commons at Temecula
|
|
25,665
|
|
|
12,000
|
|
|
35,887
|
|
|
1,222
|
|
|
12,000
|
|
|
37,109
|
|
|
49,109
|
|
|
9,858
|
|
|
1999
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coram Plaza
|
|
14,402
|
|
|
10,200
|
|
|
26,178
|
|
|
2,168
|
|
|
10,200
|
|
|
28,346
|
|
|
38,546
|
|
|
8,240
|
|
|
2004
|
|
12/04
|
Coram, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cornerstone Plaza
|
|
4,845
|
|
|
2,920
|
|
|
10,359
|
|
|
(160
|
)
|
|
2,920
|
|
|
10,199
|
|
|
13,119
|
|
|
2,850
|
|
|
2004-2005
|
|
05/05
|
Cocoa Beach, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corwest Plaza
|
|
14,893
|
|
|
6,900
|
|
|
23,851
|
|
|
63
|
|
|
6,900
|
|
|
23,914
|
|
|
30,814
|
|
|
7,978
|
|
|
1999-2003
|
|
01/04
|
New Britian, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cottage Plaza
|
|
10,996
|
|
|
3,000
|
|
|
19,158
|
|
|
164
|
|
|
3,000
|
|
|
19,322
|
|
|
22,322
|
|
|
5,543
|
|
|
2004-2005
|
|
02/05
|
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cranberry Square
|
|
11,288
|
|
|
3,000
|
|
|
18,736
|
|
|
798
|
|
|
3,000
|
|
|
19,534
|
|
|
22,534
|
|
|
6,053
|
|
|
1996-1997
|
|
07/04
|
Cranberry Township, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crockett Square
|
|
5,812
|
|
|
4,140
|
|
|
7,534
|
|
|
52
|
|
|
4,139
|
|
|
7,587
|
|
|
11,726
|
|
|
1,922
|
|
|
2005
|
|
02/06
|
Morristown, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crossroads Plaza CVS
|
|
4,373
|
|
|
1,040
|
|
|
3,780
|
|
|
212
|
|
|
1,040
|
|
|
3,992
|
|
|
5,032
|
|
|
1,064
|
|
|
1987
|
|
05/05
|
North Attelborough, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crown Theater (a)
|
|
—
|
|
|
7,318
|
|
|
954
|
|
|
(60
|
)
|
|
7,258
|
|
|
954
|
|
|
8,212
|
|
|
474
|
|
|
2000
|
|
07/05
|
Hartford, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cuyahoga Falls Market Center
|
|
3,746
|
|
|
3,350
|
|
|
11,083
|
|
|
151
|
|
|
3,350
|
|
|
11,234
|
|
|
14,584
|
|
|
3,114
|
|
|
1998
|
|
04/05
|
Cuyahoga Falls, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
1,699
|
|
|
910
|
|
|
2,891
|
|
|
—
|
|
|
910
|
|
|
2,891
|
|
|
3,801
|
|
|
795
|
|
|
1999
|
|
06/05
|
Burleson, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy (Eckerd)
|
|
2,287
|
|
|
975
|
|
|
2,400
|
|
|
2
|
|
|
975
|
|
|
2,402
|
|
|
3,377
|
|
|
801
|
|
|
2003
|
|
12/03
|
Edmond, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
1,194
|
|
|
750
|
|
|
1,958
|
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
2,708
|
|
|
544
|
|
|
1999
|
|
05/05
|
Lawton, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
1,825
|
|
|
250
|
|
|
2,777
|
|
|
—
|
|
|
250
|
|
|
2,777
|
|
|
3,027
|
|
|
788
|
|
|
2001
|
|
03/05
|
Montevallo, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
1,971
|
|
|
600
|
|
|
2,659
|
|
|
—
|
|
|
600
|
|
|
2,659
|
|
|
3,259
|
|
|
747
|
|
|
2004
|
|
05/05
|
Moore, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy (Eckerd)
|
|
3,600
|
|
|
932
|
|
|
4,370
|
|
|
—
|
|
|
932
|
|
|
4,370
|
|
|
5,302
|
|
|
1,470
|
|
|
2003
|
|
12/03
|
Norman, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
CVS Pharmacy
|
|
1,903
|
|
|
620
|
|
|
3,583
|
|
|
—
|
|
|
620
|
|
|
3,583
|
|
|
4,203
|
|
|
985
|
|
|
1999
|
|
06/05
|
Oklahoma City, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
2,699
|
|
|
1,100
|
|
|
3,254
|
|
|
—
|
|
|
1,100
|
|
|
3,254
|
|
|
4,354
|
|
|
924
|
|
|
2004
|
|
03/05
|
Saginaw, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
1,823
|
|
|
600
|
|
|
2,469
|
|
|
3
|
|
|
600
|
|
|
2,472
|
|
|
3,072
|
|
|
740
|
|
|
2004
|
|
10/04
|
Sylacauga, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Darien Towne Center (a)
|
|
—
|
|
|
7,000
|
|
|
22,468
|
|
|
1,409
|
|
|
7,000
|
|
|
23,877
|
|
|
30,877
|
|
|
7,595
|
|
|
1994
|
|
12/03
|
Darien, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Davis Towne Crossing
|
|
2,697
|
|
|
1,850
|
|
|
5,681
|
|
|
841
|
|
|
1,671
|
|
|
6,701
|
|
|
8,372
|
|
|
2,010
|
|
|
2003-2004
|
|
06/04
|
North Richland Hills, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denton Crossing
|
|
27,928
|
|
|
6,000
|
|
|
43,434
|
|
|
11,232
|
|
|
6,000
|
|
|
54,666
|
|
|
60,666
|
|
|
15,870
|
|
|
2003-2004
|
|
10/04
|
Denton, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diebold Warehouse (a)
|
|
—
|
|
|
—
|
|
|
11,190
|
|
|
2
|
|
|
—
|
|
|
11,192
|
|
|
11,192
|
|
|
3,077
|
|
|
2005
|
|
07/05
|
Green, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dorman Center I & II
|
|
21,109
|
|
|
17,025
|
|
|
29,478
|
|
|
516
|
|
|
17,025
|
|
|
29,994
|
|
|
47,019
|
|
|
9,853
|
|
|
2003-2004
|
|
3/04 & 7/04
|
Spartanburg, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Duck Creek
|
|
12,291
|
|
|
4,440
|
|
|
12,076
|
|
|
5,281
|
|
|
4,440
|
|
|
17,357
|
|
|
21,797
|
|
|
4,266
|
|
|
2005
|
|
11/05
|
Bettendorf, IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
East Stone Commons
|
|
22,550
|
|
|
2,900
|
|
|
28,714
|
|
|
(1,243
|
)
|
|
2,826
|
|
|
27,545
|
|
|
30,371
|
|
|
6,523
|
|
|
2005
|
|
06/06
|
Kingsport, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastwood Towne Center
|
|
22,652
|
|
|
12,000
|
|
|
65,067
|
|
|
(701
|
)
|
|
12,000
|
|
|
64,366
|
|
|
76,366
|
|
|
20,469
|
|
|
2002
|
|
05/04
|
Lansing, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edgemont Town Center
|
|
6,666
|
|
|
3,500
|
|
|
10,956
|
|
|
(180
|
)
|
|
3,500
|
|
|
10,776
|
|
|
14,276
|
|
|
3,296
|
|
|
2003
|
|
11/04
|
Homewood, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
9,731
|
|
|
—
|
|
|
35,421
|
|
|
—
|
|
|
—
|
|
|
35,421
|
|
|
35,421
|
|
|
9,957
|
|
|
1988
|
|
05/05
|
Fresno, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
14,061
|
|
|
11,800
|
|
|
33,098
|
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
44,898
|
|
|
9,303
|
|
|
1997
|
|
05/05
|
Ontario, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Evans Towne Centre
|
|
4,379
|
|
|
1,700
|
|
|
6,425
|
|
|
204
|
|
|
1,700
|
|
|
6,629
|
|
|
8,329
|
|
|
1,906
|
|
|
1995
|
|
12/04
|
Evans, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fairgrounds Plaza
|
|
13,812
|
|
|
4,800
|
|
|
13,490
|
|
|
4,354
|
|
|
5,431
|
|
|
17,213
|
|
|
22,644
|
|
|
4,802
|
|
|
2002-2004
|
|
01/05
|
Middletown, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fisher Scientific (a)
|
|
—
|
|
|
510
|
|
|
12,768
|
|
|
10
|
|
|
510
|
|
|
12,778
|
|
|
13,288
|
|
|
3,352
|
|
|
2005
|
|
06/05
|
Kalamazoo, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Five Forks (a)
|
|
—
|
|
|
2,100
|
|
|
5,374
|
|
|
151
|
|
|
2,100
|
|
|
5,525
|
|
|
7,625
|
|
|
1,608
|
|
|
1999
|
|
12/04
|
Simpsonville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Five Forks II (a) (d)
|
|
—
|
|
|
440
|
|
|
1,018
|
|
|
59
|
|
|
440
|
|
|
1,077
|
|
|
1,517
|
|
|
278
|
|
|
2004-2005
|
|
03/05
|
Simpsonville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forks Town Center
|
|
8,545
|
|
|
2,430
|
|
|
14,836
|
|
|
711
|
|
|
2,430
|
|
|
15,547
|
|
|
17,977
|
|
|
4,779
|
|
|
2002
|
|
07/04
|
Easton, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Four Peaks Plaza
|
|
9,930
|
|
|
5,000
|
|
|
20,098
|
|
|
4,411
|
|
|
5,000
|
|
|
24,509
|
|
|
29,509
|
|
|
6,641
|
|
|
2004
|
|
03/05
|
Fountain Hills, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fox Creek Village
|
|
9,244
|
|
|
3,755
|
|
|
15,563
|
|
|
(1,076
|
)
|
|
3,755
|
|
|
14,487
|
|
|
18,242
|
|
|
4,384
|
|
|
2003-2004
|
|
11/04
|
Longmont, CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fullerton Metrocenter
|
|
28,706
|
|
|
—
|
|
|
47,403
|
|
|
1,289
|
|
|
—
|
|
|
48,692
|
|
|
48,692
|
|
|
15,035
|
|
|
1988
|
|
06/04
|
Fullerton, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Galvez Shopping Center
|
|
4,195
|
|
|
1,250
|
|
|
4,947
|
|
|
338
|
|
|
1,250
|
|
|
5,285
|
|
|
6,535
|
|
|
1,469
|
|
|
2004
|
|
06/05
|
Galveston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Gateway
|
|
98,283
|
|
|
28,665
|
|
|
110,945
|
|
|
21,831
|
|
|
28,665
|
|
|
132,776
|
|
|
161,441
|
|
|
34,980
|
|
|
2001-2003
|
|
05/05
|
Salt Lake City, UT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Pavilions
|
|
24,814
|
|
|
9,880
|
|
|
55,195
|
|
|
1
|
|
|
9,880
|
|
|
55,196
|
|
|
65,076
|
|
|
16,023
|
|
|
2003-2004
|
|
12/04
|
Avondale, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Plaza (a)
|
|
—
|
|
|
—
|
|
|
26,371
|
|
|
2,736
|
|
|
—
|
|
|
29,107
|
|
|
29,107
|
|
|
8,680
|
|
|
2000
|
|
07/04
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station
|
|
3,031
|
|
|
1,050
|
|
|
3,911
|
|
|
1,143
|
|
|
1,050
|
|
|
5,054
|
|
|
6,104
|
|
|
1,446
|
|
|
2003-2004
|
|
12/04
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station II & III (a)
|
|
—
|
|
|
3,280
|
|
|
11,557
|
|
|
28
|
|
|
3,280
|
|
|
11,585
|
|
|
14,865
|
|
|
1,850
|
|
|
2006-2007
|
|
05/07
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Village
|
|
37,600
|
|
|
8,550
|
|
|
39,298
|
|
|
4,062
|
|
|
8,550
|
|
|
43,360
|
|
|
51,910
|
|
|
13,215
|
|
|
1996
|
|
07/04
|
Annapolis, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gerry Centennial Plaza (a)
|
|
—
|
|
|
5,370
|
|
|
12,968
|
|
|
9,020
|
|
|
5,370
|
|
|
21,988
|
|
|
27,358
|
|
|
4,056
|
|
|
2006
|
|
06/07
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gloucester Town Center
|
|
9,029
|
|
|
3,900
|
|
|
17,878
|
|
|
198
|
|
|
3,900
|
|
|
18,076
|
|
|
21,976
|
|
|
5,007
|
|
|
2003
|
|
05/05
|
Gloucester, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Golfsmith (a)
|
|
—
|
|
|
1,250
|
|
|
2,974
|
|
|
2
|
|
|
1,250
|
|
|
2,976
|
|
|
4,226
|
|
|
746
|
|
|
1992/2004
|
|
11/05
|
Altamonte Springs, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Governor's Marketplace (a)
|
|
—
|
|
|
—
|
|
|
30,377
|
|
|
2,803
|
|
|
—
|
|
|
33,180
|
|
|
33,180
|
|
|
9,821
|
|
|
2001
|
|
08/04
|
Tallahassee, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Grapevine Crossing
|
|
11,525
|
|
|
4,100
|
|
|
16,938
|
|
|
17
|
|
|
3,894
|
|
|
17,161
|
|
|
21,055
|
|
|
4,792
|
|
|
2001
|
|
04/05
|
Grapevine, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Green's Corner
|
|
5,449
|
|
|
3,200
|
|
|
8,663
|
|
|
86
|
|
|
3,200
|
|
|
8,749
|
|
|
11,949
|
|
|
2,558
|
|
|
1997
|
|
12/04
|
Cumming, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Greensburg Commons
|
|
10,250
|
|
|
2,700
|
|
|
19,080
|
|
|
(194
|
)
|
|
2,700
|
|
|
18,886
|
|
|
21,586
|
|
|
5,402
|
|
|
1999
|
|
04/05
|
Greensburg, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Greenwich Center
|
|
14,475
|
|
|
5,439
|
|
|
21,594
|
|
|
(9,465
|
)
|
|
3,791
|
|
|
13,777
|
|
|
17,568
|
|
|
1,802
|
|
|
2002-2003
|
|
02/06
|
Phillipsburg, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2006
|
|
|
||||||||
Gurnee Town Center
|
|
15,472
|
|
|
7,000
|
|
|
35,147
|
|
|
2,814
|
|
|
7,000
|
|
|
37,961
|
|
|
44,961
|
|
|
10,789
|
|
|
2000
|
|
10/04
|
Gurnee, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hartford Insurance Building (a)
|
|
—
|
|
|
1,700
|
|
|
13,709
|
|
|
6
|
|
|
1,700
|
|
|
13,715
|
|
|
15,415
|
|
|
3,688
|
|
|
2005
|
|
08/05
|
Maple Grove, MN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Harvest Towne Center
|
|
4,087
|
|
|
3,155
|
|
|
5,085
|
|
|
188
|
|
|
3,155
|
|
|
5,273
|
|
|
8,428
|
|
|
1,579
|
|
|
1996-1999
|
|
09/04
|
Knoxville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Henry Town Center (a)
|
|
—
|
|
|
10,650
|
|
|
46,814
|
|
|
578
|
|
|
10,650
|
|
|
47,392
|
|
|
58,042
|
|
|
13,839
|
|
|
2002
|
|
12/04
|
McDonough, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Towne Crossing
|
|
8,543
|
|
|
3,065
|
|
|
10,729
|
|
|
1,197
|
|
|
3,065
|
|
|
11,926
|
|
|
14,991
|
|
|
3,804
|
|
|
2002
|
|
03/04
|
Euless, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hickory Ridge
|
|
19,754
|
|
|
6,860
|
|
|
33,323
|
|
|
524
|
|
|
6,860
|
|
|
33,847
|
|
|
40,707
|
|
|
9,833
|
|
|
1999
|
|
01/04
|
Hickory, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High Ridge Crossing
|
|
5,060
|
|
|
3,075
|
|
|
9,148
|
|
|
(273
|
)
|
|
3,075
|
|
|
8,875
|
|
|
11,950
|
|
|
2,557
|
|
|
2004
|
|
03/05
|
High Ridge, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holliday Towne Center
|
|
7,979
|
|
|
2,200
|
|
|
11,609
|
|
|
(367
|
)
|
|
2,200
|
|
|
11,242
|
|
|
13,442
|
|
|
3,343
|
|
|
2003
|
|
02/05
|
Duncansville, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Center (a)
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
16,758
|
|
|
4,608
|
|
|
1996
|
|
06/05
|
Pittsburgh, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Plaza
|
|
10,750
|
|
|
9,700
|
|
|
17,137
|
|
|
576
|
|
|
9,700
|
|
|
17,713
|
|
|
27,413
|
|
|
4,831
|
|
|
1992
|
|
06/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
HQ Building
|
|
9,303
|
|
|
5,200
|
|
|
10,010
|
|
|
4,165
|
|
|
5,200
|
|
|
14,175
|
|
|
19,375
|
|
|
3,307
|
|
|
Redev: 2004
|
|
12/05
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Humblewood Shopping Center
|
|
6,598
|
|
|
2,200
|
|
|
12,823
|
|
|
(51
|
)
|
|
2,200
|
|
|
12,772
|
|
|
14,972
|
|
|
3,312
|
|
|
Renov: 2005
|
|
11/05
|
Humble, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Irmo Station
|
|
5,157
|
|
|
2,600
|
|
|
9,247
|
|
|
214
|
|
|
2,600
|
|
|
9,461
|
|
|
12,061
|
|
|
2,745
|
|
|
1980 & 1985
|
|
12/04
|
Irmo, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Jefferson Commons
|
|
55,016
|
|
|
23,097
|
|
|
52,762
|
|
|
15
|
|
|
23,097
|
|
|
52,777
|
|
|
75,874
|
|
|
9,551
|
|
|
2005
|
|
02/08
|
Newport News, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
King Philip's Crossing
|
|
10,567
|
|
|
3,710
|
|
|
19,144
|
|
|
(368
|
)
|
|
3,710
|
|
|
18,776
|
|
|
22,486
|
|
|
4,900
|
|
|
2005
|
|
11/05
|
Seekonk, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
La Plaza Del Norte
|
|
17,125
|
|
|
16,005
|
|
|
37,744
|
|
|
954
|
|
|
16,005
|
|
|
38,698
|
|
|
54,703
|
|
|
12,440
|
|
|
1996/1999
|
|
01/04
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Mary Pointe
|
|
1,693
|
|
|
2,075
|
|
|
4,009
|
|
|
79
|
|
|
2,065
|
|
|
4,098
|
|
|
6,163
|
|
|
1,228
|
|
|
1999
|
|
10/04
|
Lake Mary, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Mead Crossing (a) (e)
|
|
—
|
|
|
17,796
|
|
|
50,272
|
|
|
(8,225
|
)
|
|
14,505
|
|
|
45,338
|
|
|
59,843
|
|
|
6,759
|
|
|
2011
|
|
10/06
|
Las Vegas, NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Worth Towne Crossing (a)
|
|
—
|
|
|
6,200
|
|
|
30,910
|
|
|
4,311
|
|
|
6,200
|
|
|
35,221
|
|
|
41,421
|
|
|
8,241
|
|
|
2005
|
|
06/06
|
Lake Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakepointe Towne Center (a)
|
|
—
|
|
|
4,750
|
|
|
23,904
|
|
|
875
|
|
|
4,750
|
|
|
24,779
|
|
|
29,529
|
|
|
6,852
|
|
|
2004
|
|
05/05
|
Lewisville, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakewood Towne Center (a)
|
|
—
|
|
|
11,200
|
|
|
70,796
|
|
|
(2,975
|
)
|
|
11,200
|
|
|
67,821
|
|
|
79,021
|
|
|
21,289
|
|
|
1998/2002-
|
|
06/04
|
Lakewood, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
||||||||
Lincoln Plaza
|
|
40,034
|
|
|
13,000
|
|
|
46,482
|
|
|
22,013
|
|
|
13,165
|
|
|
68,330
|
|
|
81,495
|
|
|
17,088
|
|
|
2001-2004
|
|
09/05
|
Worcester, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Low Country Village I & II (a)
|
|
—
|
|
|
2,910
|
|
|
16,614
|
|
|
(513
|
)
|
|
2,486
|
|
|
16,525
|
|
|
19,011
|
|
|
4,922
|
|
|
2004 & 2005
|
|
06/04 &
|
Bluffton, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Lowe's/Bed, Bath & Beyond
|
|
13,345
|
|
|
7,423
|
|
|
799
|
|
|
(8
|
)
|
|
7,415
|
|
|
799
|
|
|
8,214
|
|
|
391
|
|
|
2005
|
|
08/05
|
Butler, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
MacArthur Crossing
|
|
7,090
|
|
|
4,710
|
|
|
16,265
|
|
|
1,632
|
|
|
4,710
|
|
|
17,897
|
|
|
22,607
|
|
|
5,561
|
|
|
1995-1996
|
|
02/04
|
Los Colinas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Magnolia Square
|
|
6,520
|
|
|
2,635
|
|
|
15,040
|
|
|
(779
|
)
|
|
2,635
|
|
|
14,261
|
|
|
16,896
|
|
|
4,141
|
|
|
2004
|
|
02/05
|
Houma, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manchester Meadows (a)
|
|
—
|
|
|
14,700
|
|
|
39,738
|
|
|
(57
|
)
|
|
14,700
|
|
|
39,681
|
|
|
54,381
|
|
|
12,224
|
|
|
1994-1995
|
|
08/04
|
Town and Country, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mansfield Towne Crossing (a)
|
|
—
|
|
|
3,300
|
|
|
12,195
|
|
|
3,480
|
|
|
3,300
|
|
|
15,675
|
|
|
18,975
|
|
|
4,607
|
|
|
2003-2004
|
|
11/04
|
Mansfield, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maple Tree Place (a)
|
|
—
|
|
|
28,000
|
|
|
67,361
|
|
|
3,584
|
|
|
28,000
|
|
|
70,945
|
|
|
98,945
|
|
|
19,610
|
|
|
2004-2005
|
|
05/05
|
Williston, VT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Market at Clifty Crossing
|
|
13,430
|
|
|
1,900
|
|
|
16,668
|
|
|
959
|
|
|
1,847
|
|
|
17,680
|
|
|
19,527
|
|
|
4,538
|
|
|
1986/2004
|
|
11/05
|
Columbus, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
The Market at Polaris (a)
|
|
—
|
|
|
11,750
|
|
|
40,197
|
|
|
6,037
|
|
|
11,750
|
|
|
46,234
|
|
|
57,984
|
|
|
11,785
|
|
|
2005
|
|
11/05
|
Columbus, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Massillon Commons
|
|
7,152
|
|
|
4,090
|
|
|
12,521
|
|
|
428
|
|
|
4,090
|
|
|
12,949
|
|
|
17,039
|
|
|
3,623
|
|
|
1986/2000
|
|
04/05
|
Massillon, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
McAllen Shopping Center
|
|
1,586
|
|
|
850
|
|
|
2,958
|
|
|
(112
|
)
|
|
850
|
|
|
2,846
|
|
|
3,696
|
|
|
838
|
|
|
2004
|
|
12/04
|
McAllen, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mervyns
|
|
—
|
|
|
6,305
|
|
|
5,384
|
|
|
25
|
|
|
6,305
|
|
|
5,409
|
|
|
11,714
|
|
|
1,441
|
|
|
1982
|
|
09/05
|
Oceanside, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mervyns
|
|
—
|
|
|
1,925
|
|
|
4,294
|
|
|
(3,315
|
)
|
|
975
|
|
|
1,929
|
|
|
2,904
|
|
|
337
|
|
|
1987
|
|
09/05
|
Turlock, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mid-Hudson Center (a)
|
|
—
|
|
|
9,900
|
|
|
29,160
|
|
|
1
|
|
|
9,900
|
|
|
29,161
|
|
|
39,061
|
|
|
7,937
|
|
|
2000
|
|
07/05
|
Poughkeepsie, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midtown Center
|
|
30,597
|
|
|
13,220
|
|
|
41,687
|
|
|
5,041
|
|
|
13,220
|
|
|
46,728
|
|
|
59,948
|
|
|
12,659
|
|
|
1986-1987
|
|
01/05
|
Milwaukee, WI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mission Crossing
|
|
11,868
|
|
|
4,000
|
|
|
12,616
|
|
|
7,167
|
|
|
4,670
|
|
|
19,113
|
|
|
23,783
|
|
|
4,962
|
|
|
Renov:
|
|
07/05
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003-2005
|
|
|
||||||||
Mitchell Ranch Plaza (a)
|
|
—
|
|
|
5,550
|
|
|
26,213
|
|
|
300
|
|
|
5,550
|
|
|
26,513
|
|
|
32,063
|
|
|
8,086
|
|
|
2003
|
|
08/04
|
New Port Richey, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Montecito Crossing
|
|
17,277
|
|
|
9,700
|
|
|
25,414
|
|
|
9,172
|
|
|
11,300
|
|
|
32,986
|
|
|
44,286
|
|
|
8,485
|
|
|
2004-2005
|
|
10/05 &
|
Las Vegas, NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2007
|
|
01/08
|
||||||||
Mountain View Plaza I & II (a)
|
|
—
|
|
|
5,180
|
|
|
18,212
|
|
|
54
|
|
|
5,120
|
|
|
18,326
|
|
|
23,446
|
|
|
4,674
|
|
|
2003 &
|
|
10/05 &
|
Kalispell, MT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
11/06
|
||||||||
Newburgh Crossing
|
|
6,731
|
|
|
4,000
|
|
|
10,246
|
|
|
6
|
|
|
4,000
|
|
|
10,252
|
|
|
14,252
|
|
|
2,724
|
|
|
2005
|
|
10/05
|
Newburgh, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Newnan Crossing I & II
|
|
25,404
|
|
|
15,100
|
|
|
33,987
|
|
|
4,664
|
|
|
15,100
|
|
|
38,651
|
|
|
53,751
|
|
|
11,671
|
|
|
1999 &
|
|
12/03 &
|
Newnan, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
02/04
|
||||||||
Newton Crossroads
|
|
3,844
|
|
|
3,350
|
|
|
6,927
|
|
|
(14
|
)
|
|
3,350
|
|
|
6,913
|
|
|
10,263
|
|
|
2,021
|
|
|
1997
|
|
12/04
|
Covington, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Rivers Towne Center
|
|
10,315
|
|
|
3,350
|
|
|
15,720
|
|
|
248
|
|
|
3,350
|
|
|
15,968
|
|
|
19,318
|
|
|
5,127
|
|
|
2003-2004
|
|
04/04
|
Charleston, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northgate North
|
|
27,500
|
|
|
7,540
|
|
|
49,078
|
|
|
(15,722
|
)
|
|
7,540
|
|
|
33,356
|
|
|
40,896
|
|
|
10,699
|
|
|
1999-2003
|
|
06/04
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northpointe Plaza
|
|
23,841
|
|
|
13,800
|
|
|
37,707
|
|
|
2,581
|
|
|
13,800
|
|
|
40,288
|
|
|
54,088
|
|
|
12,472
|
|
|
1991-1993
|
|
05/04
|
Spokane, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Northwood Crossing (a)
|
|
—
|
|
|
3,770
|
|
|
13,658
|
|
|
890
|
|
|
3,770
|
|
|
14,548
|
|
|
18,318
|
|
|
3,614
|
|
|
1979/2004
|
|
01/06
|
Northport, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northwoods Center
|
|
8,758
|
|
|
3,415
|
|
|
9,475
|
|
|
6,362
|
|
|
3,415
|
|
|
15,837
|
|
|
19,252
|
|
|
4,483
|
|
|
2002-2004
|
|
12/04
|
Wesley Chapel, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Orange Plaza (Golfland Plaza) (a)
|
|
—
|
|
|
4,350
|
|
|
4,834
|
|
|
2,163
|
|
|
4,350
|
|
|
6,997
|
|
|
11,347
|
|
|
1,541
|
|
|
1995
|
|
05/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Orchard
|
|
11,973
|
|
|
3,200
|
|
|
17,151
|
|
|
14
|
|
|
3,200
|
|
|
17,165
|
|
|
20,365
|
|
|
4,628
|
|
|
2004-2005
|
|
07/05 &
|
New Hartford, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/05
|
||||||||
Pacheco Pass Phase I & II (a)
|
|
—
|
|
|
13,420
|
|
|
32,784
|
|
|
(1,078
|
)
|
|
13,400
|
|
|
31,726
|
|
|
45,126
|
|
|
7,660
|
|
|
2004 & 2006
|
|
07/05 &
|
Gilroy, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/07
|
||||||||
Page Field Commons (a)
|
|
—
|
|
|
—
|
|
|
43,355
|
|
|
1,816
|
|
|
—
|
|
|
45,171
|
|
|
45,171
|
|
|
12,539
|
|
|
1999
|
|
05/05
|
Fort Myers, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paradise Valley Marketplace
|
|
9,439
|
|
|
6,590
|
|
|
20,425
|
|
|
197
|
|
|
6,590
|
|
|
20,622
|
|
|
27,212
|
|
|
6,618
|
|
|
2002
|
|
04/04
|
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Parkway Towne Crossing (a)
|
|
—
|
|
|
6,142
|
|
|
20,423
|
|
|
3,881
|
|
|
6,142
|
|
|
24,304
|
|
|
30,446
|
|
|
5,222
|
|
|
2010
|
|
08/06
|
Frisco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pavillion at Kings Grant I & II
|
|
16,000
|
|
|
10,274
|
|
|
12,392
|
|
|
11,712
|
|
|
10,274
|
|
|
24,104
|
|
|
34,378
|
|
|
5,506
|
|
|
2002-2003
|
|
12/03 &
|
Concord, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
06/06
|
||||||||
Peoria Crossings I & II
|
|
24,131
|
|
|
6,995
|
|
|
32,816
|
|
|
3,862
|
|
|
8,495
|
|
|
35,178
|
|
|
43,673
|
|
|
11,027
|
|
|
2002-2003
|
|
03/04 &
|
Peoria, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
05/05
|
||||||||
Phenix Crossing
|
|
4,282
|
|
|
2,600
|
|
|
6,776
|
|
|
200
|
|
|
2,600
|
|
|
6,976
|
|
|
9,576
|
|
|
2,060
|
|
|
2004
|
|
12/04
|
Phenix City, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pine Ridge Plaza (a)
|
|
—
|
|
|
5,000
|
|
|
19,802
|
|
|
2,026
|
|
|
5,000
|
|
|
21,828
|
|
|
26,828
|
|
|
6,607
|
|
|
1998/2004
|
|
06/04
|
Lawrence, KS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Placentia Town Center
|
|
11,385
|
|
|
11,200
|
|
|
11,751
|
|
|
286
|
|
|
11,200
|
|
|
12,037
|
|
|
23,237
|
|
|
3,533
|
|
|
1973/2000
|
|
12/04
|
Placentia, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza at Marysville
|
|
9,343
|
|
|
6,600
|
|
|
13,728
|
|
|
302
|
|
|
6,600
|
|
|
14,030
|
|
|
20,630
|
|
|
4,263
|
|
|
1995
|
|
07/04
|
Marysville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza at Riverlakes
|
|
8,719
|
|
|
5,100
|
|
|
10,824
|
|
|
17
|
|
|
5,100
|
|
|
10,841
|
|
|
15,941
|
|
|
3,240
|
|
|
2001
|
|
10/04
|
Bakersfield, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza Santa Fe II (a)
|
|
—
|
|
|
—
|
|
|
28,588
|
|
|
2,049
|
|
|
—
|
|
|
30,637
|
|
|
30,637
|
|
|
9,244
|
|
|
2000-2002
|
|
06/04
|
Santa Fe, NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pleasant Run
|
|
14,110
|
|
|
4,200
|
|
|
29,085
|
|
|
2,502
|
|
|
4,200
|
|
|
31,587
|
|
|
35,787
|
|
|
9,188
|
|
|
2004
|
|
12/04
|
Cedar Hill, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Powell Center (a)
|
|
—
|
|
|
5,490
|
|
|
7,448
|
|
|
(5
|
)
|
|
5,490
|
|
|
7,443
|
|
|
12,933
|
|
|
1,572
|
|
|
2001
|
|
04/07
|
Lewis Center, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Preston Trail Village
|
|
13,165
|
|
|
7,139
|
|
|
13,670
|
|
|
1,040
|
|
|
7,139
|
|
|
14,710
|
|
|
21,849
|
|
|
2,414
|
|
|
1978/2008
|
|
09/08
|
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Promenade at Red Cliff
|
|
8,271
|
|
|
5,340
|
|
|
12,665
|
|
|
878
|
|
|
5,340
|
|
|
13,543
|
|
|
18,883
|
|
|
4,206
|
|
|
1997
|
|
02/04
|
St. George, UT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quakertown
|
|
8,026
|
|
|
2,400
|
|
|
9,246
|
|
|
1
|
|
|
2,400
|
|
|
9,247
|
|
|
11,647
|
|
|
2,488
|
|
|
2004-2005
|
|
09/05
|
Quakertown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rasmussen College (a)
|
|
—
|
|
|
850
|
|
|
4,049
|
|
|
(85
|
)
|
|
759
|
|
|
4,055
|
|
|
4,814
|
|
|
1,102
|
|
|
2005
|
|
08/05
|
Brooklyn Park, MN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rave Theater (a)
|
|
—
|
|
|
3,440
|
|
|
22,111
|
|
|
2,881
|
|
|
3,440
|
|
|
24,992
|
|
|
28,432
|
|
|
6,346
|
|
|
2005
|
|
12/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Raytheon Facility (a)
|
|
—
|
|
|
650
|
|
|
18,353
|
|
|
2
|
|
|
650
|
|
|
18,355
|
|
|
19,005
|
|
|
4,991
|
|
|
Rehab: 2001
|
|
08/05
|
State College, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Red Bug Village (a)
|
|
—
|
|
|
1,790
|
|
|
6,178
|
|
|
134
|
|
|
1,790
|
|
|
6,312
|
|
|
8,102
|
|
|
1,719
|
|
|
2004
|
|
12/05
|
Winter Springs, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reisterstown Road Plaza
|
|
46,250
|
|
|
15,800
|
|
|
70,372
|
|
|
10,347
|
|
|
15,800
|
|
|
80,719
|
|
|
96,519
|
|
|
23,928
|
|
|
1986/2004
|
|
08/04
|
Baltimore, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ridge Tool Building (a)
|
|
—
|
|
|
415
|
|
|
6,799
|
|
|
1
|
|
|
415
|
|
|
6,800
|
|
|
7,215
|
|
|
1,725
|
|
|
2005
|
|
09/05
|
Cambridge, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Sheridan Dr.
|
|
2,903
|
|
|
2,000
|
|
|
2,722
|
|
|
—
|
|
|
2,000
|
|
|
2,722
|
|
|
4,722
|
|
|
715
|
|
|
1999
|
|
11/05
|
Amherst, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Transit Rd.
|
|
3,243
|
|
|
2,500
|
|
|
2,764
|
|
|
2
|
|
|
2,500
|
|
|
2,766
|
|
|
5,266
|
|
|
727
|
|
|
2003
|
|
11/05
|
Amherst, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd) (a)
|
|
—
|
|
|
900
|
|
|
1,215
|
|
|
—
|
|
|
900
|
|
|
1,215
|
|
|
2,115
|
|
|
338
|
|
|
1999-2000
|
|
05/05
|
Atlanta, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), E. Main St.
|
|
2,855
|
|
|
1,860
|
|
|
2,786
|
|
|
19
|
|
|
1,860
|
|
|
2,805
|
|
|
4,665
|
|
|
732
|
|
|
2004
|
|
11/05
|
Batavia, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), W. Main St.
|
|
2,547
|
|
|
1,510
|
|
|
2,627
|
|
|
—
|
|
|
1,510
|
|
|
2,627
|
|
|
4,137
|
|
|
690
|
|
|
2001
|
|
11/05
|
Batavia, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Ferry St.
|
|
2,198
|
|
|
900
|
|
|
2,677
|
|
|
—
|
|
|
900
|
|
|
2,677
|
|
|
3,577
|
|
|
703
|
|
|
2000
|
|
11/05
|
Buffalo, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Main St.
|
|
2,174
|
|
|
1,340
|
|
|
2,192
|
|
|
—
|
|
|
1,340
|
|
|
2,192
|
|
|
3,532
|
|
|
576
|
|
|
1998
|
|
11/05
|
Buffalo, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Rite Aid Store (Eckerd)
|
|
3,091
|
|
|
1,968
|
|
|
2,575
|
|
|
1
|
|
|
1,968
|
|
|
2,576
|
|
|
4,544
|
|
|
677
|
|
|
2004
|
|
11/05
|
Canandaigua, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,718
|
|
|
750
|
|
|
2,042
|
|
|
—
|
|
|
750
|
|
|
2,042
|
|
|
2,792
|
|
|
561
|
|
|
1999
|
|
06/05
|
Chattanooga, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,117
|
|
|
2,080
|
|
|
1,393
|
|
|
—
|
|
|
2,080
|
|
|
1,393
|
|
|
3,473
|
|
|
366
|
|
|
1999
|
|
11/05
|
Cheektowaga, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
3,163
|
|
|
3,000
|
|
|
3,955
|
|
|
22
|
|
|
3,000
|
|
|
3,977
|
|
|
6,977
|
|
|
1,109
|
|
|
2005
|
|
05/05
|
Colesville, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,703
|
|
|
900
|
|
|
2,377
|
|
|
—
|
|
|
900
|
|
|
2,377
|
|
|
3,277
|
|
|
768
|
|
|
2003-2004
|
|
06/04
|
Columbia, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,362
|
|
|
600
|
|
|
2,033
|
|
|
1
|
|
|
600
|
|
|
2,034
|
|
|
2,634
|
|
|
640
|
|
|
2003-2004
|
|
06/04
|
Crossville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,665
|
|
|
900
|
|
|
2,475
|
|
|
—
|
|
|
900
|
|
|
2,475
|
|
|
3,375
|
|
|
647
|
|
|
1999
|
|
11/05
|
Grand Island, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,926
|
|
|
470
|
|
|
2,657
|
|
|
—
|
|
|
470
|
|
|
2,657
|
|
|
3,127
|
|
|
698
|
|
|
1998
|
|
11/05
|
Greece, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,635
|
|
|
1,050
|
|
|
2,047
|
|
|
1
|
|
|
1,050
|
|
|
2,048
|
|
|
3,098
|
|
|
644
|
|
|
2003-2004
|
|
06/04
|
Greer, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd) (a)
|
|
—
|
|
|
1,550
|
|
|
3,954
|
|
|
6
|
|
|
1,550
|
|
|
3,960
|
|
|
5,510
|
|
|
1,076
|
|
|
2004
|
|
8/05
|
Hellertown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,409
|
|
|
2,060
|
|
|
1,873
|
|
|
—
|
|
|
2,060
|
|
|
1,873
|
|
|
3,933
|
|
|
492
|
|
|
2002
|
|
11/05
|
Hudson, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,877
|
|
|
1,940
|
|
|
2,736
|
|
|
—
|
|
|
1,940
|
|
|
2,736
|
|
|
4,676
|
|
|
719
|
|
|
2002
|
|
11/05
|
Irondequoit, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,946
|
|
|
700
|
|
|
2,960
|
|
|
1
|
|
|
700
|
|
|
2,961
|
|
|
3,661
|
|
|
932
|
|
|
2003-2004
|
|
06/04
|
Kill Devil Hills, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,786
|
|
|
1,710
|
|
|
1,207
|
|
|
—
|
|
|
1,710
|
|
|
1,207
|
|
|
2,917
|
|
|
317
|
|
|
1999
|
|
11/05
|
Lancaster, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd) (a)
|
|
—
|
|
|
975
|
|
|
4,369
|
|
|
6
|
|
|
975
|
|
|
4,375
|
|
|
5,350
|
|
|
1,189
|
|
|
2004
|
|
08/05
|
Lebanon, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,716
|
|
|
1,650
|
|
|
2,788
|
|
|
—
|
|
|
1,650
|
|
|
2,788
|
|
|
4,438
|
|
|
732
|
|
|
2002
|
|
11/05
|
Lockport, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,682
|
|
|
820
|
|
|
1,935
|
|
|
—
|
|
|
820
|
|
|
1,935
|
|
|
2,755
|
|
|
508
|
|
|
2000
|
|
11/05
|
North Chili, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,452
|
|
|
1,190
|
|
|
2,809
|
|
|
—
|
|
|
1,190
|
|
|
2,809
|
|
|
3,999
|
|
|
738
|
|
|
1999
|
|
11/05
|
Olean, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd) (a)
|
|
—
|
|
|
1,000
|
|
|
4,328
|
|
|
5
|
|
|
1,000
|
|
|
4,333
|
|
|
5,333
|
|
|
1,178
|
|
|
2004
|
|
08/05
|
Punxsutawney, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Culver Rd.
|
|
2,376
|
|
|
1,590
|
|
|
2,279
|
|
|
—
|
|
|
1,590
|
|
|
2,279
|
|
|
3,869
|
|
|
599
|
|
|
2001
|
|
11/05
|
Rochester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Lake Ave.
|
|
3,210
|
|
|
2,220
|
|
|
3,025
|
|
|
2
|
|
|
2,220
|
|
|
3,027
|
|
|
5,247
|
|
|
795
|
|
|
2001
|
|
11/05
|
Rochester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,370
|
|
|
800
|
|
|
3,075
|
|
|
—
|
|
|
800
|
|
|
3,075
|
|
|
3,875
|
|
|
808
|
|
|
2000
|
|
11/05
|
Tonawanda, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Harlem Rd.
|
|
2,770
|
|
|
2,830
|
|
|
1,683
|
|
|
—
|
|
|
2,830
|
|
|
1,683
|
|
|
4,513
|
|
|
442
|
|
|
2003
|
|
11/05
|
West Seneca, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Union Rd.
|
|
2,395
|
|
|
1,610
|
|
|
2,300
|
|
|
—
|
|
|
1,610
|
|
|
2,300
|
|
|
3,910
|
|
|
604
|
|
|
2000
|
|
11/05
|
West Seneca, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,372
|
|
|
810
|
|
|
1,434
|
|
|
—
|
|
|
810
|
|
|
1,434
|
|
|
2,244
|
|
|
376
|
|
|
1997
|
|
11/05
|
Yorkshire, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpark Phase IIA
|
|
6,435
|
|
|
1,800
|
|
|
8,542
|
|
|
(57
|
)
|
|
1,800
|
|
|
8,485
|
|
|
10,285
|
|
|
1,973
|
|
|
2006
|
|
09/06
|
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rivery Town Crossing
|
|
8,018
|
|
|
2,900
|
|
|
6,814
|
|
|
308
|
|
|
2,900
|
|
|
7,122
|
|
|
10,022
|
|
|
1,623
|
|
|
2005
|
|
10/06
|
Georgetown, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Royal Oaks Village II (a)
|
|
—
|
|
|
2,200
|
|
|
11,859
|
|
|
(232
|
)
|
|
2,200
|
|
|
11,627
|
|
|
13,827
|
|
|
3,064
|
|
|
2004-2005
|
|
11/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Saucon Valley Square
|
|
8,758
|
|
|
3,200
|
|
|
12,642
|
|
|
(2,030
|
)
|
|
3,200
|
|
|
10,612
|
|
|
13,812
|
|
|
3,297
|
|
|
1999
|
|
09/04
|
Bethlehem, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shaws Supermarket (a)
|
|
—
|
|
|
2,700
|
|
|
11,532
|
|
|
(298
|
)
|
|
2,700
|
|
|
11,234
|
|
|
13,934
|
|
|
3,820
|
|
|
1995
|
|
12/03
|
New Britain, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Lake Andrew I & II
|
|
14,807
|
|
|
4,000
|
|
|
22,996
|
|
|
305
|
|
|
4,000
|
|
|
23,301
|
|
|
27,301
|
|
|
6,857
|
|
|
2003
|
|
12/04
|
Viera, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Park West
|
|
5,449
|
|
|
2,240
|
|
|
9,357
|
|
|
(56
|
)
|
|
2,240
|
|
|
9,301
|
|
|
11,541
|
|
|
2,822
|
|
|
2004
|
|
11/04
|
Mt. Pleasant, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Quarterfield
|
|
4,932
|
|
|
2,190
|
|
|
8,840
|
|
|
98
|
|
|
2,190
|
|
|
8,938
|
|
|
11,128
|
|
|
2,909
|
|
|
1999
|
|
01/04
|
Severn, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Stroud (a)
|
|
—
|
|
|
5,711
|
|
|
27,878
|
|
|
(2,938
|
)
|
|
5,111
|
|
|
25,540
|
|
|
30,651
|
|
|
4,182
|
|
|
2007-2008
|
|
01/08
|
Stroudsburg, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Shoppes of New Hope
|
|
3,695
|
|
|
1,350
|
|
|
11,045
|
|
|
(227
|
)
|
|
1,350
|
|
|
10,818
|
|
|
12,168
|
|
|
3,377
|
|
|
2004
|
|
07/04
|
Dallas, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of Prominence Point I&II (a)
|
|
—
|
|
|
3,650
|
|
|
12,652
|
|
|
337
|
|
|
3,650
|
|
|
12,989
|
|
|
16,639
|
|
|
3,892
|
|
|
2004 & 2005
|
|
06/04 &
|
Canton, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Shoppes of Warner Robins
|
|
5,268
|
|
|
1,110
|
|
|
11,258
|
|
|
(23
|
)
|
|
1,110
|
|
|
11,235
|
|
|
12,345
|
|
|
3,088
|
|
|
2004
|
|
06/05
|
Warner Robins, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at 5 (a)
|
|
—
|
|
|
8,350
|
|
|
59,570
|
|
|
70
|
|
|
8,350
|
|
|
59,640
|
|
|
67,990
|
|
|
16,573
|
|
|
2005
|
|
06/05
|
Plymouth, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shops at Boardwalk
|
|
7,625
|
|
|
5,000
|
|
|
30,540
|
|
|
(1,397
|
)
|
|
5,000
|
|
|
29,143
|
|
|
34,143
|
|
|
9,085
|
|
|
2003-2004
|
|
07/04
|
Kansas City, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at Forest Commons
|
|
4,615
|
|
|
1,050
|
|
|
6,133
|
|
|
(70
|
)
|
|
1,050
|
|
|
6,063
|
|
|
7,113
|
|
|
1,778
|
|
|
2002
|
|
12/04
|
Round Rock, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shops at Legacy
|
|
61,100
|
|
|
8,800
|
|
|
108,940
|
|
|
11,635
|
|
|
8,800
|
|
|
120,575
|
|
|
129,375
|
|
|
24,214
|
|
|
2002
|
|
06/07
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at Park Place
|
|
7,996
|
|
|
9,096
|
|
|
13,175
|
|
|
513
|
|
|
9,096
|
|
|
13,688
|
|
|
22,784
|
|
|
4,821
|
|
|
2001
|
|
10/03
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southgate Plaza
|
|
4,027
|
|
|
2,200
|
|
|
9,229
|
|
|
61
|
|
|
2,161
|
|
|
9,329
|
|
|
11,490
|
|
|
2,660
|
|
|
1998-2002
|
|
03/05
|
Heath, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Town Square I - VII (b)
|
|
146,468
|
|
|
41,490
|
|
|
187,353
|
|
|
19,006
|
|
|
41,490
|
|
|
206,359
|
|
|
247,849
|
|
|
51,123
|
|
|
1998-2007
|
|
12/04, 5/07,
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/08 & 3/09
|
||||||||
Stanley Works / Mac Tools (a)
|
|
—
|
|
|
1,900
|
|
|
7,624
|
|
|
—
|
|
|
1,900
|
|
|
7,624
|
|
|
9,524
|
|
|
2,112
|
|
|
2004
|
|
01/05
|
Westerville, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stateline Station (a)
|
|
—
|
|
|
6,500
|
|
|
23,780
|
|
|
(14,597
|
)
|
|
3,829
|
|
|
11,854
|
|
|
15,683
|
|
|
1,994
|
|
|
2003-2004
|
|
03/05
|
Kansas City, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stilesboro Oaks
|
|
5,216
|
|
|
2,200
|
|
|
9,426
|
|
|
14
|
|
|
2,200
|
|
|
9,440
|
|
|
11,640
|
|
|
2,752
|
|
|
1997
|
|
12/04
|
Acworth, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stonebridge Plaza (a)
|
|
—
|
|
|
1,000
|
|
|
5,783
|
|
|
138
|
|
|
1,000
|
|
|
5,921
|
|
|
6,921
|
|
|
1,592
|
|
|
1997
|
|
08/05
|
McKinney, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek I
|
|
8,758
|
|
|
6,735
|
|
|
17,564
|
|
|
(103
|
)
|
|
6,735
|
|
|
17,461
|
|
|
24,196
|
|
|
6,113
|
|
|
2003
|
|
12/03
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek II (a)
|
|
—
|
|
|
1,900
|
|
|
5,106
|
|
|
46
|
|
|
1,900
|
|
|
5,152
|
|
|
7,052
|
|
|
1,346
|
|
|
2005
|
|
11/05
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stop & Shop (a)
|
|
—
|
|
|
2,650
|
|
|
11,491
|
|
|
6
|
|
|
2,650
|
|
|
11,497
|
|
|
14,147
|
|
|
3,014
|
|
|
Renov: 2005
|
|
11/05
|
Beekman, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Target South Center
|
|
5,571
|
|
|
2,300
|
|
|
8,760
|
|
|
660
|
|
|
2,300
|
|
|
9,420
|
|
|
11,720
|
|
|
2,446
|
|
|
1999
|
|
11/05
|
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tim Horton Donut Shop
|
|
—
|
|
|
212
|
|
|
30
|
|
|
—
|
|
|
212
|
|
|
30
|
|
|
242
|
|
|
14
|
|
|
2004
|
|
11/05
|
Canandaigua, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tollgate Marketplace
|
|
35,000
|
|
|
8,700
|
|
|
61,247
|
|
|
1,971
|
|
|
8,700
|
|
|
63,218
|
|
|
71,918
|
|
|
19,100
|
|
|
1979/1994
|
|
07/04
|
Bel Air, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Town Square Plaza
|
|
16,815
|
|
|
9,700
|
|
|
18,264
|
|
|
1,489
|
|
|
9,700
|
|
|
19,753
|
|
|
29,453
|
|
|
5,051
|
|
|
2004
|
|
12/05
|
Pottstown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Towson Circle (a)
|
|
—
|
|
|
9,050
|
|
|
17,840
|
|
|
(798
|
)
|
|
6,874
|
|
|
19,218
|
|
|
26,092
|
|
|
5,636
|
|
|
1998
|
|
07/04
|
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Traveler's Office Building (a)
|
|
—
|
|
|
650
|
|
|
7,001
|
|
|
822
|
|
|
1,079
|
|
|
7,394
|
|
|
8,473
|
|
|
1,823
|
|
|
2005
|
|
01/06
|
Knoxville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trenton Crossing
|
|
16,640
|
|
|
8,180
|
|
|
19,262
|
|
|
3,165
|
|
|
8,180
|
|
|
22,427
|
|
|
30,607
|
|
|
6,259
|
|
|
2003
|
|
02/05
|
McAllen, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
University Square
|
|
26,865
|
|
|
1,770
|
|
|
48,068
|
|
|
(42,239
|
)
|
|
986
|
|
|
6,613
|
|
|
7,599
|
|
|
854
|
|
|
2003
|
|
05/05
|
University Heights, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
University Town Center
|
|
4,574
|
|
|
—
|
|
|
9,557
|
|
|
166
|
|
|
—
|
|
|
9,723
|
|
|
9,723
|
|
|
2,891
|
|
|
2002
|
|
11/04
|
Tuscaloosa, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Vail Ranch Plaza
|
|
11,008
|
|
|
6,200
|
|
|
16,275
|
|
|
77
|
|
|
6,200
|
|
|
16,352
|
|
|
22,552
|
|
|
4,580
|
|
|
2004-2005
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Village at Quail Springs
|
|
5,352
|
|
|
3,335
|
|
|
7,766
|
|
|
121
|
|
|
3,335
|
|
|
7,887
|
|
|
11,222
|
|
|
2,255
|
|
|
2003-2004
|
|
02/05
|
Oklahoma City, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Gainesville
|
|
20,000
|
|
|
4,450
|
|
|
36,592
|
|
|
438
|
|
|
4,450
|
|
|
37,030
|
|
|
41,480
|
|
|
10,083
|
|
|
2004
|
|
09/05
|
Gainesville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Simonton
|
|
3,411
|
|
|
2,200
|
|
|
10,874
|
|
|
(216
|
)
|
|
2,200
|
|
|
10,658
|
|
|
12,858
|
|
|
3,310
|
|
|
2004
|
|
08/04
|
Lawrenceville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Walgreens
|
|
3,058
|
|
|
450
|
|
|
5,074
|
|
|
—
|
|
|
450
|
|
|
5,074
|
|
|
5,524
|
|
|
1,376
|
|
|
2000
|
|
04/05
|
Northwoods, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Walgreens
|
|
2,242
|
|
|
550
|
|
|
3,580
|
|
|
—
|
|
|
550
|
|
|
3,580
|
|
|
4,130
|
|
|
1,017
|
|
|
1999
|
|
04/05
|
West Allis, WI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Walter's Crossing
|
|
20,626
|
|
|
14,500
|
|
|
16,914
|
|
|
683
|
|
|
14,500
|
|
|
17,597
|
|
|
32,097
|
|
|
4,362
|
|
|
2005
|
|
07/06
|
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Watauga Pavillion
|
|
14,500
|
|
|
5,185
|
|
|
27,504
|
|
|
103
|
|
|
5,185
|
|
|
27,607
|
|
|
32,792
|
|
|
8,794
|
|
|
2003-2004
|
|
05/04
|
Watauga, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
West Town Market
|
|
5,329
|
|
|
1,170
|
|
|
10,488
|
|
|
78
|
|
|
1,170
|
|
|
10,566
|
|
|
11,736
|
|
|
2,868
|
|
|
2004
|
|
06/05
|
||||||||
Fort Mill, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Wilton Square (a)
|
|
—
|
|
|
8,200
|
|
|
35,538
|
|
|
106
|
|
|
8,200
|
|
|
35,644
|
|
|
43,844
|
|
|
9,669
|
|
|
2000
|
|
07/05
|
||||||||
Saratoga Springs, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Winchester Commons
|
|
5,839
|
|
|
4,400
|
|
|
7,471
|
|
|
182
|
|
|
4,400
|
|
|
7,653
|
|
|
12,053
|
|
|
2,232
|
|
|
1999
|
|
11/04
|
||||||||
Memphis, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Zurich Towers
|
|
59,906
|
|
|
7,900
|
|
|
137,096
|
|
|
13
|
|
|
7,900
|
|
|
137,109
|
|
|
145,009
|
|
|
38,477
|
|
|
1986 & 1990
|
|
11/04
|
||||||||
Schaumburg, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Operating Properties
|
|
2,076,670
|
|
|
1,203,877
|
|
|
4,521,987
|
|
|
160,797
|
|
|
1,195,527
|
|
|
4,691,134
|
|
|
5,886,661
|
|
|
1,274,842
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Development Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bellevue Mall (f)
|
|
—
|
|
|
3,056
|
|
|
—
|
|
|
—
|
|
|
3,056
|
|
|
—
|
|
|
3,056
|
|
|
—
|
|
|
|
|
|
||||||||
Nashville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Green Valley (e) (f)
|
|
10,419
|
|
|
11,829
|
|
|
13,416
|
|
|
(1,580
|
)
|
|
10,940
|
|
|
12,725
|
|
|
23,665
|
|
|
945
|
|
|
|
|
|
||||||||
Henderson, NV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
South Billings (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||
Billings, MT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Development Properties
|
|
10,419
|
|
|
14,885
|
|
|
13,416
|
|
|
(1,580
|
)
|
|
13,996
|
|
|
12,725
|
|
|
26,721
|
|
|
945
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Developments in Progress
|
|
—
|
|
|
20,360
|
|
|
29,136
|
|
|
—
|
|
|
20,360
|
|
|
29,136
|
|
|
49,496
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Investment Properties
|
|
$
|
2,087,089
|
|
|
$
|
1,239,122
|
|
|
$
|
4,564,539
|
|
|
$
|
159,217
|
|
|
$
|
1,229,883
|
|
|
$
|
4,732,995
|
|
|
$
|
5,962,878
|
|
|
$
|
1,275,787
|
|
|
|
|
|
(a)
|
This property is included in the pool of unencumbered assets under the Company’s amended and restated senior unsecured credit facility.
|
(b)
|
A portion of this property is included in the pool of unencumbered assets under the Company’s amended and restated senior unsecured credit facility.
|
(c)
|
The lease at this property was assigned from Hewitt Associates to Aon Corporation in 2012.
|
(d)
|
This property was a former Blockbuster Video. The property name was changed when the tenant vacated in 2012.
|
(e)
|
A portion (exterior pads) of this property was sold in 2012.
|
(f)
|
A portion of this property is included in Developments in Progress.
|
(A)
|
The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
|
(B)
|
The aggregate cost of real estate owned at
December 31, 2012
for U.S. federal income tax purposes was approximately
$5,997,426
(unaudited).
|
(C)
|
Adjustments to basis include payments received under master lease agreements as well as additional tangible costs associated with the investment properties, including any earnout of tenant space.
|
(D)
|
Reconciliation of real estate owned:
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1,
|
|
$
|
6,441,555
|
|
|
$
|
6,721,242
|
|
|
$
|
6,969,951
|
|
Purchase of investment property
|
|
31,486
|
|
|
25,194
|
|
|
58
|
|
|||
Sale of investment property
|
|
(501,369
|
)
|
|
(269,214
|
)
|
|
(255,764
|
)
|
|||
Property held for sale
|
|
(8,746
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for asset impairment
|
|
(23,819
|
)
|
|
(54,848
|
)
|
|
(32,318
|
)
|
|||
Payments received under master leases
|
|
(21
|
)
|
|
(259
|
)
|
|
(789
|
)
|
|||
Acquired in-place lease intangibles
|
|
23,625
|
|
|
23,154
|
|
|
45,551
|
|
|||
Acquired above market lease intangibles
|
|
3,829
|
|
|
2,572
|
|
|
3,171
|
|
|||
Acquired below market lease intangibles
|
|
(3,662
|
)
|
|
(6,286
|
)
|
|
(8,618
|
)
|
|||
Balance at December 31,
|
|
$
|
5,962,878
|
|
|
$
|
6,441,555
|
|
|
$
|
6,721,242
|
|
(E)
|
Reconciliation of accumulated depreciation:
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1,
|
|
$
|
1,180,767
|
|
|
$
|
1,034,769
|
|
|
$
|
866,169
|
|
Depreciation expense
|
|
195,994
|
|
|
202,970
|
|
|
212,832
|
|
|||
Sale of investment property
|
|
(87,218
|
)
|
|
(35,604
|
)
|
|
(22,653
|
)
|
|||
Property held for sale
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||
Provision for asset impairment
|
|
(7,423
|
)
|
|
(13,856
|
)
|
|
(8,071
|
)
|
|||
Write-offs due to early lease termination
|
|
(6,316
|
)
|
|
(7,512
|
)
|
|
(11,568
|
)
|
|||
Other disposals
|
|
—
|
|
|
—
|
|
|
(1,940
|
)
|
|||
Balance at December 31,
|
|
$
|
1,275,787
|
|
|
$
|
1,180,767
|
|
|
$
|
1,034,769
|
|
Name
|
|
Age *
|
|
Position
|
|
Steven P. Grimes
|
|
46
|
|
|
Director, President and Chief Executive Officer
|
Angela M. Aman
|
|
33
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Niall J. Byrne
|
|
56
|
|
|
Executive Vice President and President of Property Management
|
Shane C. Garrison
|
|
43
|
|
|
Executive Vice President, Chief Operating Officer and Chief Investment Officer
|
Dennis K. Holland
|
|
60
|
|
|
Executive Vice President, General Counsel and Secretary
|
James W. Kleifges
|
|
63
|
|
|
Executive Vice President and Chief Accounting Officer
|
Gerald M. Gorski **
|
|
69
|
|
|
Director and Chairman of the Board
|
Kenneth H. Beard **
|
|
73
|
|
|
Director
|
Frank A. Catalano, Jr. **
|
|
51
|
|
|
Director
|
Paul R. Gauvreau **
|
|
73
|
|
|
Director
|
Richard P. Imperiale **
|
|
53
|
|
|
Director
|
Kenneth E. Masick **
|
|
67
|
|
|
Director
|
Barbara A. Murphy **
|
|
75
|
|
|
Director
|
•
|
Mr. Gorski’s experience as a lawyer and focus on local government law not only gives the Board a valuable perspective on the numerous legal issues (including land use law) that we face, but also on local political issues;
|
•
|
Mr. Beard’s experience in engineering and construction services, as well as his expertise in corporate acquisition and finance, enable him to provide insight relating to our joint venture, development and other activities;
|
•
|
Mr. Catalano’s experience in running a firm engaged in the brokerage, management, rehabilitation and leasing of commercial property coincides closely with our business;
|
•
|
Mr. Gauvreau’s financial experience, including his serving as the chief financial officer of a NYSE-listed company and on the audit committee of a NASDAQ-listed company, qualifies him to serve as chairman of our Audit Committee;
|
•
|
Mr. Grimes’s experience and position as our Chief Executive Officer;
|
•
|
Mr. Imperiale’s experience in the brokerage and investment advisory industries allows him to provide useful oversight and advice as we look to refinance debt and strengthen our balance sheet, as well as to address issues with respect to our securities portfolio;
|
•
|
Mr. Masick’s experience as a certified public accountant and experience in providing audit, tax and consulting services to privately-owned businesses provides financial expertise to the Board and the Audit Committee, and
|
•
|
Ms. Murphy’s public service and experience in operating her own business bring a different perspective to evaluating our relationships with public officials, tenants and customers of our tenants.
|
•
|
the Board is not staggered, with each of our directors subject to re-election annually;
|
•
|
of the eight persons who currently serve on the Board, seven have been affirmatively determined by the Board to be independent for purposes of the NYSE’s listing standards;
|
•
|
at least one of our directors qualifies as an “audit committee financial expert” as defined by SEC rules;
|
•
|
we have an independent Chairman of our Board;
|
•
|
we have opted out of the Maryland business combination and control share acquisition statutes and provide that we may not opt in without shareholder approval;
|
•
|
we do not have a shareholder rights plan, and we provide that, in the future, we will not adopt a shareholder rights plan unless our shareholders approve in advance the adoption of a plan or, if adopted by our Board, we will submit the shareholder rights plan to our shareholders for a ratification vote within 12 months of the adoption or the plan will terminate; and
|
•
|
we intend to conduct an annual shareholders’ advisory vote on executive compensation in accordance with the shareholders’ advisory vote on the frequency of executive compensation.
|
Board Committee
|
|
Chairman
|
|
Members
|
Audit Committee
|
|
Paul R. Gauvreau
|
|
Kenneth H. Beard
Kenneth E. Masick
|
Executive Compensation Committee (1)
|
|
Frank A. Catalano, Jr.
|
|
Richard P. Imperiale
Barbara A. Murphy
|
Nominating and Corporate Governance Committee
|
|
Richard P. Imperiale
|
|
Gerald M. Gorski
Kenneth E. Masick
|
(1)
|
Brenda G. Gujral served as a member of the Executive Compensation Committee until April 5, 2012 and as a member of the Board until May 31, 2012. Ms. Gujral was not independent as such term is defined in the NYSE’s listing standards.
|
Named Executive Officer
|
|
2012
Base Salary
|
|
2011
Base Salary
|
|
Percentage
Change
|
|||||
Steven P. Grimes
|
|
$
|
525,000
|
|
|
$
|
525,000
|
|
|
—
|
%
|
Angela M. Aman
|
|
$
|
335,000
|
|
|
N/A
|
|
|
N/A
|
|
|
Niall J. Byrne
|
|
$
|
300,000
|
|
|
$
|
275,000
|
|
|
9.1
|
%
|
Shane C. Garrison
|
|
$
|
385,000
|
|
|
$
|
350,000
|
|
|
10.0
|
%
|
Dennis K. Holland
|
|
$
|
335,000
|
|
|
$
|
325,000
|
|
|
3.1
|
%
|
|
|
2012 Target Value
|
|
2011 Target Value
|
|
Percentage Change
|
||||||||||||||
Named Executive Officer
|
|
($)
|
|
(% of Base Salary)
|
|
($)
|
|
(% of Base Salary)
|
|
($)
|
|
(% of Base Salary)
|
||||||||
Steven P. Grimes
|
|
$
|
262,500
|
|
|
50
|
%
|
|
$
|
262,500
|
|
|
50
|
%
|
|
—
|
%
|
|
—
|
%
|
Angela M. Aman
|
|
$
|
96,250
|
|
|
25
|
%
|
(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Niall J. Byrne
|
|
$
|
75,000
|
|
|
25
|
%
|
|
$
|
68,750
|
|
|
25
|
%
|
|
9.1
|
%
|
|
—
|
%
|
Shane C. Garrison
|
|
$
|
96,250
|
|
|
25
|
%
|
|
$
|
87,500
|
|
|
25
|
%
|
|
10.0
|
%
|
|
—
|
%
|
Dennis K. Holland
|
|
$
|
83,750
|
|
|
25
|
%
|
|
$
|
81,250
|
|
|
25
|
%
|
|
3.1
|
%
|
|
—
|
%
|
(1)
|
Represents 25% of Ms. Aman's base salary as of December 31, 2012, which was $385,000.
|
Named Executive Officer
|
|
Individual Goals
|
Steven P. Grimes
|
|
Goals relating to supervision of the other executive officers and the achievement by other executive officers of their individual goals
|
Angela M. Aman
|
|
Goals relating to the implementation of a capital recycling plan, investor relations and corporate finance modeling
|
Niall J. Byrne
|
|
Goals relating to tenant retention, management of property operating expenses and management of accounts receivable balances
|
Shane C. Garrison
|
|
Goals relating to the growth of our joint venture with RioCan, the disposal of assets and transactional costs savings
|
Dennis K. Holland
|
|
Goals relating to the management of expenses for the legal department
|
|
|
2012 Restricted Stock Grant
|
||
Named Executive Officer
|
|
($)
|
||
Steven P. Grimes
|
|
$
|
262,500
|
|
Angela M. Aman
|
|
$
|
96,250
|
|
Niall J. Byrne
|
|
$
|
75,000
|
|
Shane C. Garrison
|
|
$
|
96,250
|
|
Dennis K. Holland
|
|
$
|
83,750
|
|
CBL & Associates Properties, Inc.
|
Glimcher Realty Trust
|
Regency Centers Corp.
|
DDR Corp.
|
Kimco Realty Corp.
|
Tanger Factory Outlet Center, Inc.
|
Equity One, Inc.
|
Macerich Co.
|
Taubman Centers, Inc.
|
Federal Realty Investment Trust
|
Penn Real Estate Investment Trust
|
Weingarten Realty Investors
|
•
|
Named Executive Officer Total Compensation
. For 2013, we increased the base salary and target incentive compensation for each Named Executive Officer to roughly equal the 25
th
percentile of our 2013 peer group for each of their comparable positions. Over time our goal is to migrate target total compensation for each of our Named Executive Officers closer to the median total compensation level of our 2013 peer group for each of their comparable positions.
|
•
|
Executive Compensation Mix and Structure
. We restructured the compensation mix for the Named Executive Officers based on our desired marketplace positioning, retention considerations and long term strategic needs of the Company. Accordingly, the Committee determined, among other things, to (i) place a greater emphasis on incentive compensation, (ii) revise the company goals for 2013 to, among other things, include a goal based on relative total shareholder return and (iii) reduce the vesting periods for equity incentive compensation to more closely align with our peers. Given our desire to enhance alignment with shareholders, for 2013, we determined to pay our incentive compensation entirely in shares of restricted stock, to the extent it is earned, consistent with 2012. Details regarding these changes are set forth below.
|
•
|
Target Incentive Compensation
. For 2013, we significantly increased the percentage of each Named Executive Officer's target incentive compensation as a percentage of his or her total potential compensation. During 2012, the Named Executive Officers' target incentive compensation represented 20%-33% of each of the Named Executive Officers' total potential compensation with base salary representing the remainder. For 2013, target incentive compensation will represent 50% or more of each of our Named Executive Officer's total potential compensation and, in the case of our Chief Executive Officer, will represent more than two-thirds of his total potential compensation. We believe these changes will create a much more performance-based compensation structure and will better incentivize our executives to maximize our performance.
|
•
|
2013 Company Goals
. For 2013, we revised the company goals to reflect our commitment to maximizing shareholder value. In particular, the company goals used to determine equity incentive compensation that we
|
•
|
Percentage of Target Incentive Compensation Based on Company Goals
.
For 2013, the percentage of the target value of each grant that is based on the achievement of company goals has been increased, with the percentage varying by Named Executive Officer. During 2012, 50% of the target value of each grant was based on the achievement of company goals and the remaining 50% of the target value of each grant was based on the achievement of individual goals. For 2013, 75% of the target value of our Chief Executive Officer's equity incentive compensation will be based on company goals and 50%-60% of the target value for each of our other Named Executive Officers will be based on the achievement of company goals, with the remainder to be based on the achievement of individual goals. The increase in the percentage of the target value of each grant that is based on company goals is meant to better incentivize each Named Executive Officer and to more closely align management with shareholders.
|
•
|
Vesting Period for Target Incentive Compensation
. Historically, awards of incentive compensation based on company and individual goals have been subject to vesting on the third and fifth anniversaries of the grant date, respectively, subject to continued employment through that date. We concluded, based on SH&P's report, that this vesting schedule is inconsistent with prevailing market practices for our peer group and other publicly-listed companies. Therefore, we changed the vesting period so that awards of equity incentive compensation based on company and individual goals are subject to vesting over three years and one year, respectively, subject to continued employment.
|
Named Executive Officer
|
|
2013
Base Salary
|
|
2013 Target Incentive Compensation
|
||||
Steven P. Grimes
|
|
$
|
700,000
|
|
|
$
|
1,425,000
|
|
Angela M. Aman
|
|
$
|
425,000
|
|
|
$
|
675,000
|
|
Niall J. Byrne
|
|
$
|
325,000
|
|
|
$
|
325,000
|
|
Shane C. Garrison
|
|
$
|
475,000
|
|
|
$
|
725,000
|
|
Dennis K. Holland
|
|
$
|
375,000
|
|
|
$
|
435,000
|
|
Named Executive Officer
|
|
Company Goals
|
|
|
|||||
|
Total Shareholder Return
|
|
Same Store EBITDA
|
|
Individual Goals
|
||||
Steven P. Grimes
|
|
37.5
|
%
|
|
37.5
|
%
|
|
25
|
%
|
Angela M. Aman
|
|
30.0
|
%
|
|
30.0
|
%
|
|
40
|
%
|
Niall J. Byrne
|
|
30.0
|
%
|
|
30.0
|
%
|
|
40
|
%
|
Shane C. Garrison
|
|
30.0
|
%
|
|
30.0
|
%
|
|
40
|
%
|
Dennis K. Holland
|
|
25.0
|
%
|
|
25.0
|
%
|
|
50
|
%
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)
|
|
All Other Compensation (1) ($)
|
|
Total ($)
|
||||||||||
Steven P. Grimes
|
|
2012
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
$
|
526,500
|
|
President and Chief Executive Officer
|
|
2011
|
|
525,000
|
|
|
20,000
|
|
|
375,000
|
|
(2)
|
1,000
|
|
|
921,000
|
|
|||||
|
|
2010
|
|
450,000
|
|
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|
450,000
|
|
|||||
Angela M. Aman
|
|
2012
|
|
335,000
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
336,500
|
|
|||||
Executive Vice President, Chief Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Officer and Treasurer (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Niall J. Byrne
|
|
2012
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
301,500
|
|
|||||
Executive Vice President and
|
|
2011
|
|
275,000
|
|
|
20,000
|
|
|
81,250
|
|
(2)
|
1,000
|
|
|
377,250
|
|
|||||
President of Property Management
|
|
2010
|
|
250,000
|
|
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|
250,000
|
|
|||||
Shane C. Garrison
|
|
2012
|
|
385,000
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
386,500
|
|
|||||
Executive Vice President, Chief Operating
|
|
2011
|
|
350,000
|
|
|
20,000
|
|
|
100,000
|
|
(2)
|
—
|
|
|
470,000
|
|
|||||
Officer and Chief Investment Officer (5)
|
|
2010
|
|
250,000
|
|
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|
250,000
|
|
|||||
Dennis K. Holland
|
|
2012
|
|
335,000
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
336,500
|
|
|||||
Executive Vice President,
|
|
2011
|
|
325,000
|
|
|
20,000
|
|
|
114,375
|
|
(2)
|
1,000
|
|
|
460,375
|
|
|||||
General Counsel and Secretary
|
|
2010
|
|
265,000
|
|
|
—
|
|
|
—
|
|
(3)
|
—
|
|
|
265,000
|
|
(1)
|
Represents company match to 401(k) plan.
|
(2)
|
The amounts reported were based on the probable outcome of the applicable corporate and individual performance measures under the 2011 executive incentive compensation program as of the service inception date for accounting purposes. Management believed it was probable that each Named Executive Officer would receive the entire amount of restricted stock awards available. In addition, amounts include restricted stock awards granted on April 12, 2011 related to the individual performance portion of the 2010 executive incentive compensation program as follows: Mr. Grimes - $112,500; Mr. Byrne - $12,500; Mr. Garrison - $12,500 and Mr. Holland - $33,125.
|
(3)
|
The amounts reported were based on the probable outcome of the applicable corporate performance measures under the 2010 executive incentive compensation program as of the service inception date for accounting purposes. If the applicable corporate performance measures had been achieved for these restricted stock awards, the fair value of the portion of the restricted stock awards that is based on achieving the applicable corporate performance measures would have been as follows for each of the Named Executive Officers: Mr. Grimes - $112,500; Mr. Byrne - $50,000; Mr. Garrison - $50,000 and Mr. Holland - $33,125. Mr. Garrison achieved his applicable corporate performance measures and received restricted stock of $50,000. The remaining Named Executive Officers did not achieve their applicable corporate performance measures and, as such, received no restricted stock.
|
(4)
|
Ms. Aman became Chief Financial Officer and Treasurer on January 1, 2012.
|
(5)
|
Mr. Garrison became Chief Operating Officer on January 1, 2012.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($) (1)
|
||
Steven P. Grimes
|
|
6,569
|
|
(2)
|
78,631
|
|
|
|
15,108
|
|
(3)
|
180,843
|
|
Angela M. Aman
|
|
—
|
|
|
—
|
|
Niall J. Byrne
|
|
730
|
|
(2)
|
8,738
|
|
|
|
3,957
|
|
(3)
|
47,365
|
|
Shane C. Garrison
|
|
3,650
|
|
(2)
|
43,691
|
|
|
|
5,036
|
|
(3)
|
60,281
|
|
Dennis K. Holland
|
|
1,934
|
|
(2)
|
23,150
|
|
|
|
4,676
|
|
(3)
|
55,972
|
|
(1)
|
Market value is based on a price of $11.97 per share, which was the closing price on the NYSE of one share of our Class A common stock on December 31, 2012.
|
(2)
|
The awards have vesting provisions whereby 50% of the awards vest on April 12, 2014 and 50% of the awards vest on April 12, 2016, subject to continued employment through such dates.
|
(3)
|
The awards have vesting provisions whereby 50% of the awards vest on March 13, 2015 and 50% of the awards vest on March 13, 2017, subject to continued employment through such dates.
|
•
|
a cash payment equal to one times (or, if the termination occurs in connection with or within two years after a change in control, two times) the sum of (i) the Named Executive Officer's annual base salary at the rate then in effect, without giving effect to any reduction in the base salary rate amounting to good reason, and (ii) the Named Executive Officer's target cash bonus (or, for so long as we maintain an annual bonus program payable in equity awards in lieu of an annual cash bonus program, the dollar amount of the Named Executive Officer's target equity award under such bonus program) for the year in which the termination occurs or the prior year if a target annual cash bonus or equity award amount had not yet been established for such year;
|
•
|
all unpaid annual bonus amounts earned during the year in which the termination occurs through the most recently completed fiscal quarter prior to the date of termination; and
|
•
|
continuation of healthcare benefits, or cash payments equal to the premiums for healthcare benefits, for up to 18 months after termination;
|
•
|
our compensation program is more heavily weighted towards fixed compensation compared to variable compensation;
|
•
|
there are downside risks associated with pursuing poor business/strategic alternatives, including failure to meet goals under our equity incentive compensation program and decline in value of shares of stock previously granted under our equity incentive compensation program that are subject to vesting over five years;
|
•
|
our executive compensation program has a significant focus on long-term equity compensation;
|
•
|
the goals for our equity incentive program are aligned with long-term performance objectives/metrics, reflect a balanced mix of individual and company goals aligned with our strategic objectives, are both quantitative and qualitative and provide a comprehensive framework for assessing performance;
|
•
|
incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance;
|
•
|
our compensation levels and opportunities are in keeping with appropriate competitive practice; and
|
•
|
our executives and directors are expected to maintain an ownership interest in the Company, which aligns their interests with those of shareholders.
|
•
|
an annual retainer of $75,000 for service as a director (increased from $50,000 effective January 1, 2013);
|
•
|
an additional annual retainer of $50,000 for service as chairman of the board of directors (increased from $25,000 effective January 1, 2013);
|
•
|
an additional annual retainer of $25,000 for service as the chair of the Audit Committee (increased from $10,000 effective January 1, 2013);
|
•
|
an additional annual retainer of $15,000 for service as the chair of the Executive Compensation Committee (increased from $10,000 effective January 1, 2013);
|
•
|
an additional annual retainer of $10,000 for service as the chair of the Nominating Committee; and
|
•
|
an additional annual retainer of $5,000 for service as a non-chair member of the Audit, Executive Compensation or Nominating Committee effective January 1, 2013.
|
•
|
the tenth anniversary of the date of grant;
|
•
|
the removal for cause of the director as a director; or
|
•
|
three months following the date the director ceases to be a director for any other reason except death or disability.
|
Name (1)
|
|
Fees Earned or Paid in Cash ($)
|
|
Option Awards ($) (2) (3)
|
|
Total ($)
|
||||||
Gerald M. Gorski
|
|
$
|
110,250
|
|
|
$
|
1,836
|
|
|
$
|
112,086
|
|
Kenneth H. Beard
|
|
73,750
|
|
|
1,836
|
|
|
75,586
|
|
|||
Frank A. Catalano, Jr.
|
|
87,500
|
|
|
1,836
|
|
|
89,336
|
|
|||
Paul R. Gauvreau
|
|
87,500
|
|
|
1,836
|
|
|
89,336
|
|
|||
Steven P. Grimes (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Richard P. Imperiale
|
|
94,500
|
|
|
1,836
|
|
|
96,336
|
|
|||
Kenneth E. Masick
|
|
77,750
|
|
|
1,836
|
|
|
79,586
|
|
|||
Barbara A. Murphy
|
|
75,500
|
|
|
1,836
|
|
|
77,336
|
|
(1)
|
The table excludes Ms. Brenda Gujral who resigned in 2012 and who received no compensation in 2012.
|
(2)
|
As of
December 31, 2012
, each of the directors other than Ms. Murphy and Mr. Grimes held unexercised options to purchase 12,000 shares of common stock. As of
December 31, 2012
, Ms. Murphy held unexercised options to purchase 11,400 shares of common stock and Mr. Grimes held no unexercised options.
|
(3)
|
The option awards were valued using the Black-Scholes option pricing model and the following assumptions: expected term of options
—
5 years, expected volatility
—
21.65%, expected dividend yield
—
5.66% and risk-free interest rate
—
0.67%.
|
(4)
|
Mr. Grimes does not receive any fees or remuneration for serving as a director.
|
Position
|
|
Equity Ownership Guideline
|
||
Non-employee director
|
|
$
|
287,500
|
|
Chief Executive Officer
|
|
5x annual base salary
|
|
|
Other named executive officers
|
|
3x annual base salary
|
|
|
Class A common stock
|
|
Class B common stock (3)
|
|
Total common stock
|
|||||||||
Name and Address of Beneficial Owner (1)
|
|
Number of Shares (2)
|
|
Percent of Class
|
|
Number of Shares (2)
|
|
Percent of Class
|
|
Number of Shares (2)
|
|
Percent of Class
|
|||
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gerald M. Gorski (4)
|
|
4,568
|
|
|
*
|
|
4,568
|
|
|
*
|
|
9,136
|
|
|
*
|
Kenneth H. Beard (4)
|
|
17,060
|
|
|
*
|
|
17,060
|
|
|
*
|
|
34,120
|
|
|
*
|
Frank A. Catalano, Jr. (4)
|
|
10,677
|
|
|
*
|
|
4,752
|
|
|
*
|
|
15,429
|
|
|
*
|
Paul R. Gauvreau (4)
|
|
26,346
|
|
|
*
|
|
26,346
|
|
|
*
|
|
52,692
|
|
|
*
|
Richard P. Imperiale (4)
|
|
4,000
|
|
|
*
|
|
4,000
|
|
|
*
|
|
8,000
|
|
|
*
|
Kenneth E. Masick (4)
|
|
11,700
|
|
|
*
|
|
4,000
|
|
|
*
|
|
15,700
|
|
|
*
|
Barbara A. Murphy (5)
|
|
4,000
|
|
|
*
|
|
4,000
|
|
|
*
|
|
8,000
|
|
|
*
|
Steven P. Grimes
|
|
16,658
|
|
|
*
|
|
16,658
|
|
|
*
|
|
33,316
|
|
|
*
|
Angela M. Aman
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
|
—
|
|
|
*
|
Niall J. Byrne
|
|
2,342
|
|
|
*
|
|
2,342
|
|
|
*
|
|
4,684
|
|
|
*
|
Shane C. Garrison
|
|
7,342
|
|
|
*
|
|
4,342
|
|
|
*
|
|
11,684
|
|
|
*
|
Dennis K. Holland
|
|
4,246
|
|
|
*
|
|
4,246
|
|
|
*
|
|
8,492
|
|
|
*
|
All directors and executive officers as a group (13 persons)
|
|
111,155
|
|
|
*
|
|
94,530
|
|
|
*
|
|
205,685
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
5% Holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
The Vanguard Group, Inc. (6)
|
|
10,049,846
|
|
|
7.52%
|
|
—
|
|
|
*
|
|
10,049,846
|
|
|
4.36%
|
FMR LLC/Edward C. Johnson 3d (7)
|
|
7,559,553
|
|
|
5.66%
|
|
—
|
|
|
*
|
|
7,559,553
|
|
|
3.28%
|
(1)
|
The address of each of the persons listed above is 2021 Spring Road, Suite 200, Oak Brook, IL 60523.
|
(2)
|
Beneficial ownership includes outstanding shares and shares which are not outstanding that any person has the right to acquire within 60 days after the date of this table. However, any such shares which are not outstanding are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investing power with respect to all shares beneficially owned by them.
|
(3)
|
All Class B common stock is equally divided among Class B-2 and Class B-3, unless otherwise noted.
|
(4)
|
Includes 4,000 shares of Class A common stock and 4,000 shares of Class B common stock issuable upon exercise of options granted under our Independent Director Stock Option Plan, which are currently exercisable or will become exercisable within 60 days after the date of this table.
|
(5)
|
Includes 3,700 shares of Class A common stock and 3,700 shares of Class B common stock issuable upon exercise of options granted under our Independent Director Stock Option Plan, which are currently exercisable or will become exercisable within 60 days after the date of this table.
|
(6)
|
Information regarding The Vanguard Group, Inc. (Vanguard) is based on a Schedule 13G filed by Vanguard with the SEC on February 13, 2013. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G indicates that Vanguard has sole voting power with respect to 21,500 shares of common stock, sole dispositive power with respect to 10,028,346 shares of common stock and shared dispositive power with respect to 21,500 shares of common stock.
|
(7)
|
Information regarding FMR LLC and Edward C. Johnson 3d is based on a Schedule 13G filed jointly by FMR LLC and Edward C. Johnson 3d with the SEC on February 14, 2013. FMR LLC reported sole voting power with respect to 638,085 shares and each of
|
|
|
2012
|
|
2011
|
||||
Audit fees (1)
|
|
$
|
1,215,000
|
|
|
$
|
780,000
|
|
Audit related fees (2)
|
|
558,000
|
|
|
456,500
|
|
||
Tax fees (3)
|
|
181,276
|
|
|
184,975
|
|
||
Total
|
|
$
|
1,954,276
|
|
|
$
|
1,421,475
|
|
(1)
|
Audit fees include the financial statement audit and audit of internal controls over financial reporting.
|
(2)
|
Audit related fees primarily include the review of documents and issuance of independent registered public accounting firms’ consents related to documents filed with the SEC, as well as fees related to IW JV.
|
(3)
|
Tax fees consist of fees for review of federal and state income tax returns.
|
(a)
|
List of documents filed:
|
(1)
|
The consolidated financial statements of the Company are set forth in the report in Item 8.
|
(2)
|
Financial Statement Schedules:
|
|
|
Page
|
|
Valuation and Qualifying Accounts (Schedule II)
|
|
95
|
|
Real Estate and Accumulated Depreciation (Schedule III)
|
|
96
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Sixth Articles of Amendment and Restatement of Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.2
|
|
Articles of Amendment to the Sixth Articles of Amendment and Restatement of Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.3
|
|
Articles of Amendment to the Sixth Articles of Amendment and Restatement of Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.4
|
|
Articles Supplementary to the Sixth Articles of Amendment and Restatement of Registrant, as amended, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.5
|
|
Articles Supplementary for the Series A Preferred Stock (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2012).
|
3.6
|
|
Certificate of Correction (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report / Amended on Form 8-K/A filed on December 20, 2012).
|
3.7
|
|
Sixth Amended and Restated Bylaws of Registrant (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 20, 2012).
|
10.1
|
|
Second Amended and Restated Independent Director Stock Option Plan of Registrant (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
10.2
|
|
2008 Long-Term Equity Compensation Plan of Registrant (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
10.3
|
|
Indemnification Agreements by and between Registrant and its directors and officers (Incorporated herein by reference to Exhibits 10.6 A-E, and H to the Registrant’s Annual Report / Amended on Form 10-K/A for the year ended December 31, 2006 and filed on April 27, 2007, Exhibits 10.561 - 10.562, 10.567, 10.569 - 10.571 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 and filed on March 31, 2008 and Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed on February 22, 2012).
|
10.4
|
|
Second Amended and Restated Credit Agreement dated as of February 24, 2012 among the Registrant as Borrower and KeyBank National Association as Administrative Agent, KeyBanc Capital Markets Inc. as Co-Lead Arranger and Joint Book Manager, and JPMorgan Chase Bank, N.A. as Syndication Agent and JPMorgan Securities LLC as Co-Lead Arranger and Joint Book Manager and Citibank, N.A. as Co-Documentation Agent, Deutsche Bank Securities Inc. as Co-Documentation Agent and Certain Lenders from time to time parties hereto, as Lenders (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Statement on Form S-11/A filed on March 12, 2012).
|
10.5
|
|
Loan Agreement dated as of December 1, 2009 by and among Colesville One, LLC, JPMorgan Chase Bank, N.A. and certain subsidiaries of the Registrant (Incorporated herein by reference to Exhibit 10.587 to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009 and filed on March 5, 2010).
|
Exhibit No.
|
|
Description
|
|
|
|
10.6
|
|
Senior Mezzanine Loan Agreement dated as of December 1, 2009 by and among IW Mezz 2009, LLC and JPMorgan Chase Bank, N.A. (Incorporated herein by reference to Exhibit 10.588 to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009 and filed on March 5, 2010).
|
10.7
|
|
Junior Mezzanine Loan Agreement dated as of December 1, 2009 by and among IW Mezz 2 2009, LLC and JPMorgan Chase Bank, N.A. (Incorporated herein by reference to Exhibit 10.589 to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009 and filed on March 5, 2010).
|
10.8
|
|
Closing Agreement dated as of June 17, 2011 by and between Inland Western Retail Real Estate Trust, Inc., Inland Real Estate Investment Corporation and the Commissioner of the Internal Revenue Service (Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Amendment No. 2 to the Registration Statement on Form S-11 filed on July 25, 2011 [File No. 333-172237]).
|
10.9
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and Steven P. Grimes (filed herewith).
|
10.10
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and Angela M. Aman (filed herewith).
|
10.11
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and Niall J. Byrne (filed herewith).
|
10.12
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and Shane C. Garrison (filed herewith).
|
10.13
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and Dennis K. Holland (filed herewith).
|
10.14
|
|
Retention Agreement dated February 19, 2013 by and between Registrant and James W. Kleifges (filed herewith).
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges (filed herewith).
|
12.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith).
|
21.1
|
|
List of Subsidiaries of Registrant (filed herewith).
|
23.1
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
31.2
|
|
Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
32.1
|
|
Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C Section 1350 (furnished herewith).
|
101
|
|
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2012 and 2011, (ii) Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Equity for the Years Ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010, (v) Notes to Consolidated Financial Statements and (vi) Financial Statement Schedules.*
|
|
/s/ Steven P. Grimes
|
|
|
By:
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 20, 2013
|
|
/s/ Steven P. Grimes
|
|
|
/s/ Kenneth H. Beard
|
|
|
/s/ Richard P. Imperiale
|
|
|
|
|
|
|
|
|||
By:
|
Steven P. Grimes
|
By:
|
Kenneth H. Beard
|
By:
|
Richard P. Imperiale
|
|||
|
Director, President and
Chief Executive Officer
|
|
Director
|
|
Director
|
|||
|
|
|
|
|
|
|||
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
|||
|
|
|
|
|
|
|||
|
/s/ Angela M. Aman
|
|
|
/s/ Frank A. Catalano, Jr.
|
|
|
/s/ Kenneth E. Masick
|
|
|
|
|
|
|
|
|||
By:
|
Angela M. Aman
|
By:
|
Frank A. Catalano, Jr.
|
By:
|
Kenneth E. Masick
|
|||
|
Executive Vice President,
Chief Financial Officer and Treasurer
|
|
Director
|
|
Director
|
|||
|
|
|
|
|
|
|||
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
|||
|
|
|
|
|
|
|||
|
/s/ James W. Kleifges
|
|
|
/s/ Paul R. Gauvreau
|
|
|
/s/ Barbara A. Murphy
|
|
|
|
|
|
|
|
|||
By:
|
James W. Kleifges
|
By:
|
Paul R. Gauvreau
|
By:
|
Barbara A. Murphy
|
|
||
|
Executive Vice President and
Chief Accounting Officer
|
|
Director
|
|
Director
|
|
||
|
|
|
|
|
|
|
||
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
Date:
|
February 20, 2013
|
|
||
|
|
|
|
|
|
|
||
|
/s/ Gerald M. Gorski
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
By:
|
Gerald M. Gorski
|
|
|
|
|
|
||
|
Chairman of the Board and Director
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Date:
|
February 20, 2013
|
|
|
|
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
By:
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(14,235
|
)
|
|
$
|
(74,109
|
)
|
|
$
|
(96,288
|
)
|
|
$
|
(97,185
|
)
|
|
$
|
(644,019
|
)
|
|
Equity in loss (income) of unconsolidated joint ventures, net
|
6,307
|
|
|
6,437
|
|
|
(2,025
|
)
|
|
11,299
|
|
|
4,939
|
|
|
|||||
Gain on sales of investment properties, net
|
7,843
|
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Adjustments added:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (see below)
|
186,248
|
|
|
227,429
|
|
|
250,592
|
|
|
216,795
|
|
|
199,748
|
|
|
|||||
Distributions on investments in unconsolidated joint ventures
|
6,168
|
|
|
2,218
|
|
|
5,721
|
|
|
4,176
|
|
|
5,168
|
|
|
|||||
Adjustments subtracted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
—
|
|
|
(197
|
)
|
|
(286
|
)
|
|
(1,194
|
)
|
|
(7,485
|
)
|
|
|||||
Total earnings (loss)
|
$
|
192,331
|
|
|
$
|
167,684
|
|
|
$
|
157,714
|
|
|
$
|
133,891
|
|
|
$
|
(441,649
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
179,237
|
|
|
$
|
216,423
|
|
|
$
|
239,469
|
|
|
$
|
211,376
|
|
|
$
|
188,400
|
|
|
Co-venture obligation expense (1)
|
3,300
|
|
|
7,167
|
|
|
7,167
|
|
|
597
|
|
|
—
|
|
|
|||||
Interest capitalized
|
—
|
|
|
197
|
|
|
286
|
|
|
1,194
|
|
|
7,485
|
|
|
|||||
Estimate of interest within rental expense
|
3,711
|
|
|
3,642
|
|
|
3,670
|
|
|
3,628
|
|
|
3,863
|
|
|
|||||
Total fixed charges
|
$
|
186,248
|
|
|
$
|
227,429
|
|
|
$
|
250,592
|
|
|
$
|
216,795
|
|
|
$
|
199,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.03
|
|
—
|
|
(2)
|
—
|
|
(2)
|
—
|
|
(2)
|
—
|
|
(2)
|
(1)
|
Represents the preferred return and incentive and other compensation with respect to the IW JV 2009, LLC, or IW JV. The Company redeemed the full amount of the noncontrolling interest on April 26, 2012.
|
(2)
|
The ratio was less than 1:1 for the years ended December 31, 2011, 2010, 2009 and 2008 as earnings were inadequate to cover fixed charges by deficiencies of approximately $59.7 million, $92.9 million, $82.9 million and $641.4 million, respectively.
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
$
|
(14,235
|
)
|
|
$
|
(74,109
|
)
|
|
$
|
(96,288
|
)
|
|
$
|
(97,185
|
)
|
|
$
|
(644,019
|
)
|
|
Equity in loss (income) of unconsolidated joint ventures, net
|
6,307
|
|
|
6,437
|
|
|
(2,025
|
)
|
|
11,299
|
|
|
4,939
|
|
|
|||||
Gain on sales of investment properties, net
|
7,843
|
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Adjustments added:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (see below)
|
186,248
|
|
|
227,429
|
|
|
250,592
|
|
|
216,795
|
|
|
199,748
|
|
|
|||||
Distributions on investments in unconsolidated joint ventures
|
6,168
|
|
|
2,218
|
|
|
5,721
|
|
|
4,176
|
|
|
5,168
|
|
|
|||||
Adjustments subtracted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
—
|
|
|
(197
|
)
|
|
(286
|
)
|
|
(1,194
|
)
|
|
(7,485
|
)
|
|
|||||
Total earnings (loss)
|
$
|
192,331
|
|
|
$
|
167,684
|
|
|
$
|
157,714
|
|
|
$
|
133,891
|
|
|
$
|
(441,649
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
179,237
|
|
|
$
|
216,423
|
|
|
$
|
239,469
|
|
|
$
|
211,376
|
|
|
$
|
188,400
|
|
|
Co-venture obligation expense (1)
|
3,300
|
|
|
7,167
|
|
|
7,167
|
|
|
597
|
|
|
—
|
|
|
|||||
Interest capitalized
|
—
|
|
|
197
|
|
|
286
|
|
|
1,194
|
|
|
7,485
|
|
|
|||||
Estimate of interest within rental expense
|
3,711
|
|
|
3,642
|
|
|
3,670
|
|
|
3,628
|
|
|
3,863
|
|
|
|||||
Total fixed charges
|
$
|
186,248
|
|
|
$
|
227,429
|
|
|
$
|
250,592
|
|
|
$
|
216,795
|
|
|
$
|
199,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total fixed charges and preferred stock dividends
|
$
|
186,511
|
|
|
$
|
227,429
|
|
|
$
|
250,592
|
|
|
$
|
216,795
|
|
|
$
|
199,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges and preferred stock dividends
|
1.03
|
|
—
|
|
(2)
|
—
|
|
(2)
|
—
|
|
(2)
|
—
|
|
(2)
|
(1)
|
Represents the preferred return and incentive and other compensation with respect to the IW JV 2009, LLC, or IW JV. The Company redeemed the full amount of the noncontrolling interest on April 26, 2012.
|
(2)
|
The ratio was less than 1:1 for the years ended December 31, 2011, 2010, 2009 and 2008 as earnings were inadequate to cover fixed charges by deficiencies of approximately $59.7 million, $92.9 million, $82.9 million and $641.4 million, respectively.
|
Entity
|
Formation
|
4 Overlook LLC
|
Delaware
|
Bel Air Square LLC
|
Delaware
|
Bellevue Development, LLC
|
Delaware
|
C&S Southlake Capital Partners I, L.P.
|
Delaware
|
Capital Centre LLC
|
Maryland
|
Capital Centre Funding LLC
|
Maryland
|
Centre at Laurel, LLC
|
Maryland
|
Colesville One, LLC
|
Maryland
|
Gateway Village LLC
|
Maryland
|
Green Valley Crossing, L.L.C.
|
Delaware
|
Half Day LLC
|
Delaware
|
Inland Bel Air SPE, L.L.C.
|
Delaware
|
Inland Continental Rave Houston, L.L.C.
|
Delaware
|
Inland Gateway SPE, L.L.C.
|
Delaware
|
Inland Park Place Limited Partnership
|
Illinois
|
Inland Plano Acquisitions, LLC
|
Delaware
|
Inland Plano Investments, LLC
|
Delaware
|
Inland Rave Member, L.L.C.
|
Delaware
|
Inland Reisterstown SPE I, L.L.C.
|
Delaware
|
Inland Reisterstown SPE II, L.L.C.
|
Delaware
|
Inland Southeast Darien, L.L.C.
|
Delaware
|
Inland Southeast King’s Grant, L.L.C.
|
Delaware
|
Inland Southeast New Britain, L.L.C.
|
Delaware
|
Inland Southeast Newnan Crossing, L.L.C.
|
Delaware
|
Inland Southeast Stony Creek, L.L.C.
|
Delaware
|
Inland Towson SPE, L.L.C.
|
Delaware
|
Inland Western 4 Overlook, L.L.C.
|
Delaware
|
Inland Western Acworth Stilesboro, L.L.C.
|
Delaware
|
Inland Western Arvada, L.L.C.
|
Delaware
|
Inland Western Austin Mopac GP, L.L.C.
|
Delaware
|
Inland Western Austin Mopac Limited Partnership
|
Illinois
|
Inland Western Austin Mopac LP, L.L.C.
|
Delaware
|
Inland Western Austin Southpark Meadows GP, L.L.C.
|
Delaware
|
Inland Western Austin Southpark Meadows Limited Partnership
|
Illinois
|
Inland Western Austin Southpark Meadows Pad G GP, L.L.C.
|
Delaware
|
Inland Western Austin Southpark Meadows Pad G Limited Partnership
|
Illinois
|
Inland Western Austin Southpark Meadows II Limited Partnership
|
Illinois
|
Inland Western Austin Southpark Meadows II GP, L.L.C.
|
Delaware
|
Inland Western Avondale McDowell, L.L.C.
|
Delaware
|
Inland Western Bakersfield Calloway, L.L.C.
|
Delaware
|
Inland Western Bangor Broadway, L.L.C.
|
Delaware
|
Inland Western Bay Shore Gardiner, L.L.C.
|
Delaware
|
Inland Western Bethlehem Saucon Valley DST
|
Delaware
|
Inland Western Bethlehem Saucon Valley Beneficiary, L.L.C.
|
Delaware
|
Inland Western Bettendorf Duck Creek, L.L.C.
|
Delaware
|
Inland Western Bettendorf Duck Creek I, L.L.C.
|
Delaware
|
Inland Western Birmingham Edgemont, L.L.C.
|
Delaware
|
Inland Western Blytheville, L.L.C.
|
Delaware
|
Inland Western Bradenton Beachway, L.L.C.
|
Delaware
|
Inland Western Burleson Wilshire GP, L.L.C.
|
Delaware
|
Inland Western Burleson Wilshire Limited Partnership
|
Illinois
|
Inland Western Burleson Wilshire LP, L.L.C.
|
Delaware
|
Entity
|
Formation
|
Inland Western Butler Kinnelon, L.L.C.
|
Delaware
|
Inland Western Cave Creek Tatum Boulevard, L.L.C.
|
Delaware
|
Inland Western Cedar Hill Pleasant Run GP, L.L.C.
|
Delaware
|
Inland Western Cedar Hill Pleasant Run Limited Partnership
|
Illinois
|
Inland Western Cedar Park 1890 Ranch GP, L.L.C.
|
Delaware
|
Inland Western Cedar Park 1890 Ranch Limited Partnership
|
Illinois
|
Inland Western Chantilly Crossing, L.L.C.
|
Delaware
|
Inland Western Charleston North Rivers, L.L.C.
|
Delaware
|
Inland Western Chattanooga Brainerd Road, L.L.C.
|
Delaware
|
Inland Western Chicago Ashland, L.L.C.
|
Delaware
|
Inland Western Chicago Ashland I, L.L.C.
|
Delaware
|
Inland Western Chicago Brickyard, L.L.C.
|
Delaware
|
Inland Western Clear Lake Clear Shores GP, L.L.C.
|
Delaware
|
Inland Western Clear Lake Clear Shores Limited Partnership
|
Illinois
|
Inland Western Clear Lake Clear Shores LP, L.L.C.
|
Delaware
|
Inland Western Cocoa Beach Cornerstone, L.L.C.
|
Delaware
|
Inland Western Colesville New Hampshire SPE, L.L.C.
|
Delaware
|
Inland Western College Station Gateway GP, L.L.C.
|
Delaware
|
Inland Western College Station Gateway Limited Partnership
|
Illinois
|
Inland Western College Station Gateway LP, L.L.C.
|
Delaware
|
Inland Western Columbia Broad River, L.L.C.
|
Delaware
|
Inland Western Columbus Clifty, L.L.C.
|
Delaware
|
Inland Western Concord King’s Grant II, L.L.C.
|
Delaware
|
Inland Western Concord Northlite, L.L.C.
|
Delaware
|
Inland Western Coppell Town GP, L.L.C.
|
Delaware
|
Inland Western Coppell Town Limited Partnership
|
Illinois
|
Inland Western Coram Plaza, L.L.C.
|
Delaware
|
Inland Western Covington Newton Crossroads, L.L.C.
|
Delaware
|
Inland Western Cranberry Beneficiary, L.L.C.
|
Delaware
|
Inland Western Cranberry DST
|
Delaware
|
Inland Western Crossville Main, L.L.C.
|
Delaware
|
Inland Western Cumming Green’s Corner, L.L.C.
|
Delaware
|
Inland Western Cuyahoga Falls, L.L.C.
|
Delaware
|
Inland Western Cypress Mill GP, L.L.C.
|
Delaware
|
Inland Western Cypress Mill Limited Partnership
|
Illinois
|
Inland Western Dallas Lincoln Park GP, L.L.C.
|
Delaware
|
Inland Western Dallas Lincoln Park Limited Partnership
|
Illinois
|
Inland Western Dallas Lincoln Park LP, L.L.C.
|
Delaware
|
Inland Western Dallas Paradise, L.L.C.
|
Delaware
|
Inland Western Dallas Preston Trail GP, L.L.C.
|
Delaware
|
Inland Western Dallas Preston Trail Limited Partnership
|
Texas
|
Inland Western Dallas Preston Trail LP, L.L.C.
|
Delaware
|
Inland Western Dallas Preston Trail Pad GP, L.L.C.
|
Delaware
|
Inland Western Dallas Preston Trail Pad Limited Partnership
|
Texas
|
Inland Western Dallas Wheatland, L.L.C.
|
Delaware
|
Inland Western Danforth, L.L.C.
|
Delaware
|
Inland Western Denton Crossing GP, L.L.C.
|
Delaware
|
Inland Western Denton Crossing Limited Partnership
|
Illinois
|
Inland Western Depere, L.L.C.
|
Delaware
|
Inland Western Douglasville Douglas, L.L.C.
|
Delaware
|
Inland Western Duluth John’s Creek, L.L.C.
|
Delaware
|
Inland Western Duluth John’s Creek SPE, L.L.C.
|
Delaware
|
Inland Western Duncansville Holliday Beneficiary, L.L.C.
|
Delaware
|
Inland Western Duncansville Holliday DST
|
Delaware
|
Inland Western Easton Forks Town DST
|
Delaware
|
Inland Western El Paso MDS Limited Partnership
|
Illinois
|
Entity
|
Formation
|
Inland Western El Paso MDS LP, L.L.C.
|
Delaware
|
Inland Western El Paso Rojas GP, L.L.C.
|
Delaware
|
Inland Western El Paso Rojas Limited Partnership
|
Illinois
|
Inland Western El Paso Rojas LP, L.L.C.
|
Delaware
|
Inland Western Euless GP, L.L.C.
|
Delaware
|
Inland Western Euless Limited Partnership
|
Illinois
|
Inland Western Euless LP, L.L.C.
|
Delaware
|
Inland Western Evans, L.L.C.
|
Delaware
|
Inland Western Fort Mill West Town, L.L.C.
|
Delaware
|
Inland Western Fountain Hills Four Peaks, L.L.C.
|
Delaware
|
Inland Western Fresno Blackstone Avenue, L.L.C.
|
Delaware
|
Inland Western Fullerton Metrocenter, L.L.C.
|
Delaware
|
Inland Western Gainesville Village, L.L.C.
|
Delaware
|
Inland Western Galveston Galvez GP, L.L.C.
|
Delaware
|
Inland Western Galveston Galvez Limited Partnership
|
Illinois
|
Inland Western Galveston Galvez LP, L.L.C.
|
Delaware
|
Inland Western Georgetown Magnolia, L.L.C.
|
Delaware
|
Inland Western Georgetown Rivery GP, L.L.C.
|
Delaware
|
Inland Western Georgetown Rivery Limited Partnership
|
Illinois
|
Inland Western Georgetown Rivery LP, L.L.C.
|
Delaware
|
Inland Western Glendale, L.L.C.
|
Delaware
|
Inland Western Glendale Outlot D, L.L.C.
|
Delaware
|
Inland Western Glendale Peoria II, L.L.C.
|
Delaware
|
Inland Western Gloucester Cross Keys, L.L.C.
|
Delaware
|
Inland Western Grand Prairie Southwest Crossing GP, L.L.C.
|
Delaware
|
Inland Western Grand Prairie Southwest Crossing Limited Partnership
|
Illinois
|
Inland Western Grapevine GP, L.L.C.
|
Delaware
|
Inland Western Grapevine Limited Partnership
|
Illinois
|
Inland Western Grapevine LP, L.L.C.
|
Delaware
|
Inland Western Greensburg Commons, L.L.C.
|
Delaware
|
Inland Western Greer Wade Hampton, L.L.C.
|
Delaware
|
Inland Western Gurnee, L.L.C.
|
Delaware
|
Inland Western Half Day, L.L.C.
|
Delaware
|
Inland Western Heath Southgate, L.L.C.
|
Delaware
|
Inland Western Hickory-Catawba, L.L.C.
|
Delaware
|
Inland Western High Ridge, L.L.C.
|
Delaware
|
Inland Western Houma Academy, L.L.C.
|
Delaware
|
Inland Western Houma Magnolia, L.L.C.
|
Delaware
|
Inland Western Houston Bear Creek GP, L.L.C.
|
Delaware
|
Inland Western Houston Bear Creek Limited Partnership
|
Illinois
|
Inland Western Houston Little York GP, L.L.C.
|
Delaware
|
Inland Western Houston Little York Limited Partnership
|
Illinois
|
Inland Western Houston New Forest GP, L.L.C.
|
Delaware
|
Inland Western Houston New Forest Limited Partnership
|
Illinois
|
Inland Western Houston Royal Oaks Village II GP, L.L.C.
|
Delaware
|
Inland Western Houston Royal Oaks Village II Limited Partnership
|
Illinois
|
Inland Western Houston Royal Oaks Village II LP, L.L.C.
|
Delaware
|
Inland Western Houston Sawyer Heights GP, L.L.C.
|
Delaware
|
Inland Western Houston Sawyer Heights Limited Partnership
|
Illinois
|
Inland Western Humble Humblewood GP, L.L.C.
|
Delaware
|
Inland Western Humble Humblewood Limited Partnership
|
Illinois
|
Inland Western Humble Humblewood LP, L.L.C.
|
Delaware
|
Inland Western Irmo Station, L.L.C.
|
Delaware
|
Inland Western Irving GP, L.L.C.
|
Delaware
|
Inland Western Irving Limited Partnership
|
Illinois
|
Inland Western Irving LP, L.L.C.
|
Delaware
|
Entity
|
Formation
|
Inland Western Newnan Crossing II, L.L.C.
|
Delaware
|
Inland Western Norman, L.L.C.
|
Delaware
|
Inland Western North Attleboro Crossroads, L.L.C.
|
Delaware
|
Inland Western North Richland Hills Davis GP, L.L.C.
|
Delaware
|
Inland Western North Richland Hills Davis Limited Partnership
|
Illinois
|
Inland Western North Richland Hills Davis LP, L.L.C.
|
Delaware
|
Inland Western Northwoods Natural Bridge, L.L.C.
|
Delaware
|
Inland Western Oklahoma City Quail, L.L.C.
|
Delaware
|
Inland Western Oklahoma City Western Avenue, L.L.C.
|
Delaware
|
Inland Western Ontario 4th Street, L.L.C.
|
Delaware
|
Inland Western Orange 440 Boston, L.L.C.
|
Delaware
|
Inland Western Oswego Douglass, L.L.C.
|
Delaware
|
Inland Western Ottawa Dayton, L.L.C.
|
Delaware
|
Inland Western Panama City, L.L.C.
|
Delaware
|
Inland Western Pawtucket Boulevard, L.L.C.
|
Delaware
|
Inland Western Pawtucket Cottage, L.L.C.
|
Delaware
|
Inland Western Phenix City, L.L.C.
|
Delaware
|
Inland Western Phillipsburg Greenwich, L.L.C.
|
Delaware
|
Inland Western Phillipsburg Greenwich II, L.L.C.
|
Delaware
|
Inland Western Phoenix, L.L.C.
|
Delaware
|
Inland Western Pittsburgh William Penn GP, L.L.C.
|
Delaware
|
Inland Western Pittsburgh William Penn, L.P.
|
Illinois
|
Inland Western Pittsburgh William Penn Member II DST
|
Delaware
|
Inland Western Pittsburgh William Penn Partner, L.P.
|
Delaware
|
Inland Western Placentia, L.L.C.
|
Delaware
|
Inland Western Port Arthur Academy GP, L.L.C.
|
Delaware
|
Inland Western Port Arthur Academy Limited Partnership
|
Illinois
|
Inland Western Port Arthur Academy LP, L.L.C.
|
Delaware
|
Inland Western Pottstown GP, L.L.C.
|
Delaware
|
Inland Western Pottstown Limited Partnership
|
Illinois
|
Inland Western Pottstown LP DST
|
Delaware
|
Inland Western Quakertown GP, L.L.C.
|
Delaware
|
Inland Western Quakertown Limited Partnership
|
Illinois
|
Inland Western Quakertown LP DST
|
Delaware
|
Inland Western RC-I GP, LLC
|
Delaware
|
Inland Western RC-I LP, LLC
|
Delaware
|
Inland Western Richmond Mayland, L.L.C.
|
Delaware
|
Inland Western Round Rock Forest Commons GP, L.L.C.
|
Delaware
|
Inland Western Round Rock Forest Commons Limited Partnership
|
Illinois
|
Inland Western Round Rock Forest Commons LP, L.L.C.
|
Delaware
|
Inland Western Royal Palm Beach Commons, L.L.C.
|
Delaware
|
Inland Western Saginaw GP, L.L.C.
|
Delaware
|
Inland Western Saginaw Limited Partnership
|
Illinois
|
Inland Western Saginaw LP, L.L.C.
|
Delaware
|
Inland Western Salt Lake City Gateway, L.L.C.
|
Delaware
|
Inland Western San Antonio GP, L.L.C.
|
Delaware
|
Inland Western San Antonio Limited Partnership
|
Illinois
|
Inland Western San Antonio LP, L.L.C.
|
Delaware
|
Inland Western San Antonio Academy GP, L.L.C.
|
Delaware
|
Inland Western San Antonio Academy Limited Partnership
|
Illinois
|
Inland Western San Antonio Academy LP, L.L.C.
|
Delaware
|
Inland Western San Antonio Alamo Ranch GP, L.L.C.
|
Delaware
|
Inland Western San Antonio Alamo Ranch Limited Partnership
|
Illinois
|
Inland Western San Antonio Huebner Oaks GP, L.L.C.
|
Delaware
|
Inland Western San Antonio Huebner Oaks Limited Partnership
|
Illinois
|
Inland Western San Antonio Huebner Oaks LP, L.L.C.
|
Delaware
|
Entity
|
Formation
|
Inland Western Warner Robins Paradise, L.L.C.
|
Delaware
|
Inland Western Watauga GP, L.L.C.
|
Delaware
|
Inland Western Watauga Limited Partnership
|
Illinois
|
Inland Western Watauga LP, L.L.C.
|
Delaware
|
Inland Western Wesley Chapel Northwoods, L.L.C.
|
Delaware
|
Inland Western West Allis Greenfield, L.L.C.
|
Delaware
|
Inland Western West Mifflin Century III Member II DST
|
Delaware
|
Inland Western Wilmington College, L.L.C.
|
Delaware
|
Inland Western Winston-Salem 5th Street, L.L.C.
|
Delaware
|
Inland Western Woodridge Seven Bridges, L.L.C.
|
Delaware
|
Inland Western Worcester Lincoln Plaza, L.L.C.
|
Delaware
|
IW JV 2009, LLC
|
Delaware
|
IW Mezz 2009, LLC
|
Delaware
|
IW Mezz 2 2009, LLC
|
Delaware
|
IWR Protective Corporation
|
Delaware
|
IWR Gateway Central Plant, L.L.C.
|
Delaware
|
Lake Mead Crossing, LLC
|
Nevada
|
MS Inland Fund, LLC
|
Delaware
|
RC Inland L.P.
|
Delaware
|
RC Inland REIT LP
|
Maryland
|
Reisterstown Plaza Associates, LLC
|
Maryland
|
RI Subsidiary GP LLC
|
Delaware
|
RPAI I DST
|
Delaware
|
RPAI Acquisitions, Inc.
|
Illinois
|
RPAI Advisory Services, Inc.
|
Illinois
|
RPAI Allen McDermott GP, L.L.C.
|
Delaware
|
RPAI Allen McDermott Limited Partnership
|
Illinois
|
RPAI Allen McDermott LP, L.L.C.
|
Delaware
|
RPAI Altamonte Springs State Road, L.L.C.
|
Delaware
|
RPAI Atlanta Cascade Avenue, L.L.C.
|
Delaware
|
RPAI Bangor Parkade, L.L.C.
|
Delaware
|
RPAI Baton Rouge, L.L.C.
|
Delaware
|
RPAI Beekman, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country II, L.L.C.
|
Delaware
|
RPAI Brooklyn Park 93rd Avenue, L.L.C.
|
Delaware
|
RPAI Burleson South Towne GP, L.L.C.
|
Delaware
|
RPAI Burleson South Towne Limited Partnership
|
Illinois
|
RPAI Burleson South Towne LP, L.L.C.
|
Delaware
|
RPAI Cambridge Brick Church, L.L.C.
|
Delaware
|
RPAI Canton Paradise, L.L.C.
|
Delaware
|
RPAI Canton Paradise Outlot, L.L.C.
|
Delaware
|
RPAI College Station Gateway II GP, L.L.C.
|
Delaware
|
RPAI College Station Gateway II Limited Partnership
|
Illinois
|
RPAI College Station Gateway II LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway III, L.L.C.
|
Delaware
|
RPAI Columbus Polaris, L.L.C.
|
Delaware
|
RPAI Fort Myers Page Field, L.L.C.
|
Delaware
|
RPAI Forth Worth Southwest Crossing GP, L.L.C.
|
Delaware
|
RPAI Forth Worth Southwest Crossing Limited Partnership
|
Illinois
|
RPAI Forth Worth Southwest Crossing LP, L.L.C.
|
Delaware
|
RPAI Frisco Parkway GP, L.L.C.
|
Delaware
|
RPAI Frisco Parkway Limited Partnership
|
Texas
|
RPAI Frisco Parkway LP, L.L.C.
|
Delaware
|
RPAI Gilroy I, L.L.C.
|
Delaware
|
RPAI Gilroy II, L.L.C.
|
Delaware
|
Entity
|
Formation
|
RPAI Grand Prairie Carrier GP, L.L.C.
|
Delaware
|
RPAI Grand Prairie Carrier Limited Partnership
|
Illinois
|
RPAI Grand Prairie Carrier LP, L.L.C.
|
Delaware
|
RPAI Green Global Gateway, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks Outlot, L.L.C.
|
Delaware
|
RPAI Hartford New Park, L.L.C.
|
Delaware
|
RPAI Hellertown Main Street DST
|
Delaware
|
RPAI Jacksonville Southpoint, L.L.C.
|
Delaware
|
RPAI Kalamazoo WMU, L.L.C.
|
Delaware
|
RPAI Kalispell Mountain View, L.L.C.
|
Delaware
|
RPAI Kalispell Mountain View II, L.L.C.
|
Delaware
|
RPAI Kansas City Stateline, L.L.C.
|
Delaware
|
RPAI Knoxville Corridor Park, L.L.C.
|
Delaware
|
RPAI Knoxville Corridor Park II, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing GP, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing Limited Partnership
|
Illinois
|
RPAI Lake Worth Towne Crossing LP, L.L.C.
|
Delaware
|
RPAI Lakewood, L.L.C.
|
Delaware
|
RPAI Lawrence, L.L.C.
|
Delaware
|
RPAI Lebanon 9th Street DST
|
Delaware
|
RPAI Lewis Center Powell, L.L.C.
|
Delaware
|
RPAI Lewisville Lakepointe GP, L.L.C.
|
Delaware
|
RPAI Lewisville Lakepointe Limited Partnership
|
Illinois
|
RPAI Lewisville Lakepointe LP, L.L.C.
|
Delaware
|
RPAI Maple Grove Wedgwood, L.L.C.
|
Delaware
|
RPAI McKinney Lake Forest GP, L.L.C.
|
Delaware
|
RPAI McKinney Lake Forest Limited Partnership
|
Illinois
|
RPAI McKinney Lake Forest LP, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge GP, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge Limited Partnership
|
Illinois
|
RPAI McKinney Stonebridge LP, L.L.C.
|
Delaware
|
RPAI Murrieta Avenida Acacias, L.L.C.
|
Delaware
|
RPAI New Britain Main, L.L.C.
|
Delaware
|
RPAI North Carolina Sales, Inc.
|
Illinois
|
RPAI Northport Northwood, L.L.C.
|
Delaware
|
RPAI Northwest Management Corp.
|
Delaware
|
RPAI Orange 53 Boston, L.L.C.
|
Delaware
|
RPAI Oswego Gerry Centennial, L.L.C.
|
Delaware
|
RPAI Pacific Property Services LLC
|
Delaware
|
RPAI Phoenix 19th Avenue, L.L.C.
|
Delaware
|
RPAI Plymouth 5, L.L.C.
|
Delaware
|
RPAI Poughkeepsie Mid-Hudson, L.L.C.
|
Delaware
|
RPAI Powder Springs Battle Ridge, L.L.C.
|
Delaware
|
RPAI Punxsutawney Mahoning Street DST
|
Delaware
|
RPAI San Antonio Fountainhead Drive GP, L.L.C.
|
Delaware
|
RPAI San Antonio Fountainhead Drive Limited Partnership
|
Illinois
|
RPAI San Antonio Fountainhead Drive LP, L.L.C.
|
Delaware
|
RPAI Santa Fe, L.L.C.
|
Delaware
|
RPAI Saratoga Springs Wilton, L.L.C.
|
Delaware
|
RPAI Southlake GP, L.L.C.
|
Delaware
|
RPAI Southlake Limited Partnership
|
Illinois
|
RPAI Southlake LP, L.L.C.
|
Delaware
|
RPAI Southwest Management Corp.
|
Delaware
|
RPAI Southwest Management LLC
|
Delaware
|
RPAI State College Science Park DST
|
Delaware
|
Entity
|
Formation
|
RPAI Stony Creek II, L.L.C.
|
Delaware
|
RPAI Stroud Commons DST
|
Delaware
|
RPAI Sugar Land Colony Limited Partnership
|
Illinois
|
RPAI Sugar Land Colony LP, L.L.C.
|
Delaware
|
RPAI Tallahassee Governor’s One, L.L.C.
|
Delaware
|
RPAI Town And Country Manchester, L.L.C.
|
Delaware
|
RPAI US Management LLC
|
Delaware
|
RPAI Westbury Merchants Plaza, L.L.C.
|
Delaware
|
RPAI Western Management Corp.
|
Delaware
|
RPAI Westerville Cleveland, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III GP, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III, L.P.
|
Illinois
|
RPAI West Mifflin Century III Partner, L.P.
|
Delaware
|
RPAI Williston Maple Tree, L.L.C.
|
Delaware
|
RPAI Winter Springs Red Bug, L.L.C.
|
Delaware
|
RRP Hecht, LLC
|
Maryland
|
SLTS Grand Avenue II, L.P.
|
Texas
|
SLTS Grand Avenue II GP, L.L.C.
|
Delaware
|
South Billings Center, LLC
|
Delaware
|
The Shops At Legacy (Inland) GP, L.L.C.
|
Delaware
|
The Shops At Legacy (Inland) L.P.
|
Illinois
|
The Shops At Legacy (Inland) Mezz, L.L.C.
|
Delaware
|
Town Square Ventures, L.P.
|
Illinois
|
Town Square Ventures II GP, L.L.C.
|
Texas
|
Town Square Ventures II, L.P.
|
Texas
|
Town Square Ventures III, L.P.
|
Texas
|
Town Square Ventures III GP, L.L.C.
|
Delaware
|
Town Square Ventures III LP, L.L.C.
|
Delaware
|
Town Square Ventures IV GP, L.L.C.
|
Delaware
|
Town Square Ventures IV, L.P.
|
Texas
|
Town Square Ventures IV LP, L.L.C.
|
Delaware
|
Town Square Ventures V GP, L.L.C.
|
Delaware
|
Town Square Ventures V, L.P.
|
Texas
|
Town Square Ventures V LP, L.L.C.
|
Delaware
|
Towson Circle LLC
|
Maryland
|
University Square Parking LLC
|
Delaware
|
Western Town Square Ventures GP, L.L.C.
|
Delaware
|
Western Town Square Ventures LP, L.L.C.
|
Delaware
|
Western Town Square Ventures I GP, L.L.C.
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) 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(s) 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.
|
By:
|
/s/ Steven P. Grimes
|
|
|
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 20, 2013
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant’s other certifying officer(s) 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):
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a)
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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
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b)
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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.
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By:
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/s/ Angela M. Aman
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Angela M. Aman
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Executive Vice President,
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Chief Financial Officer and Treasurer
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Date:
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February 20, 2013
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Steven P. Grimes
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Steven P. Grimes
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President and Chief Executive Officer
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Date:
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February 20, 2013
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|
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By:
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/s/ Angela M. Aman
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|
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Angela M. Aman
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|
Executive Vice President,
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Chief Financial Officer and Treasurer
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|
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Date:
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February 20, 2013
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