UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of Earliest Event Reported)
April 29, 2013
General Growth Properties, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-34948 |
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27-2963337 |
(State or other |
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(Commission |
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(I.R.S. Employer |
jurisdiction of |
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File Number) |
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Identification |
incorporation) |
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Number) |
110 N. Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 960-5000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 29, 2013, General Growth Properties, Inc. (GGP) issued a press release describing its results of operations for the first quarter ended March 31, 2013. A copy of the press release is being furnished as Exhibit 99.1 to this report. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 7.01 REGULATION FD DISCLOSURE.
On April 29, 2013, General Growth Properties, Inc. made available on its website the press release described in Item 2.02 above as well as certain supplemental financial information regarding its operations for the three months ended March 31, 2013. A copy of such supplemental financial information is being furnished as Exhibit 99.2 to this report. This information shall not be deemed filed for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Press release titled GGP Reports First Quarter 2013 Results dated April 29, 2013 (furnished herewith). |
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99.2 |
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Certain GGP supplemental financial information regarding its operations for the three months ended March 31, 2013 (furnished herewith). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERAL GROWTH PROPERTIES, INC. | |
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/s/ Michael Berman |
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Michael Berman |
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Chief Financial Officer |
Date: April 29, 2013
Exhibit 99.1
GGP REPORTS FIRST QUARTER 2013 RESULTS
FFO Increases 13.6%; EBITDA Increases 5.7%
Full Year Guidance Raised
Chicago, Illinois, April 29, 2013 General Growth Properties, Inc. (the Company) (NYSE: GGP) today reported results for the three months ended March 31, 2013.
Financial Results
For the Three Months Ended March 31, 2013
Funds From Operations (Company FFO) increased 13.6% to $252 million, or $0.25 per diluted share, from $222 million, or $0.22 per diluted share, in the prior year period.
Earnings Before Interest, Taxes, Depreciation and Amortization (Company EBITDA) increased 5.7% to $496 million from $469 million in the prior year period.
Net Operating Income for the mall portfolio (Mall NOI) increased 5.3% to $531 million from $505 million in the prior year period; comparable Net Operating Income for the U.S. Regional Mall Portfolio (Same Store NOI) increased 3.7% to $513 million from $495 million in the prior year period.
Net loss attributable to common stockholders, which is impacted primarily by depreciation expense, a net gain on extinguishment of debt and a non-cash accounting adjustment for outstanding warrants, was $14 million, or $0.01 loss per diluted share, as compared to a net loss of $198 million, or $0.21 loss per diluted share, in the prior year period.
Operational Highlights for the U.S. Regional Mall Portfolio
· Tenant sales increased 6.3% to $558 per square foot on a trailing 12-month basis.
· Mall leased percentage was 95.8% at quarter end, an increase of 210 basis points from March 31, 2012.
· Initial rental rates for executed leases commencing in 2013 on a suite-to-suite basis increased 11.1%, or $6.43 per square foot, to $64.44 per square foot when compared to the rental rate for expiring leases.
Financing Activities
Property-Level Debt
During the three months ended March 31, 2013, the Company obtained $1.5 billion ($1.4 billion at share) of property-level debt with a weighted-average interest rate of 3.61% and average term-to-maturity of 11.6 years; the prior loans had a weighted-average interest rate of 5.09% and average term-to-maturity of 1.2 years. The transactions generated approximately $678 million of net proceeds.
Subsequent to March 31, 2013, the Company obtained $160 million of property-level debt with a weighted-average interest rate of 3.67% and a term-to-maturity of 10.0 years. The prior loan had a weighted-
average interest rate of 7.50% and a term-to-maturity of less than one year. The transaction generated approximately $60 million of net proceeds.
In addition, the Company obtained a $1.5 billion corporate loan secured by cross-collateralized mortgages on 16 properties with a weighted-average interest rate of LIBOR + 2.50% and a term-to-maturity of 3.0 years (with 2 one-year options); the prior loans secured by 16 properties had a weighted-average interest rate of 3.98% and a term to maturity of 3.3 years. The transaction generated approximately $180 million of net proceeds.
Unsecured Notes
During the three months ended March 31, 2013, the Company repaid $92 million of 5.375% unsecured notes scheduled to mature on November 26, 2013. In connection with the repayment, the Company incurred approximately $3.5 million of early redemption fees. On April 2, 2013, the Company announced the redemption of $609 million of its 6.75% unsecured notes due November 9, 2015 on May 1, 2013. In connection with the repayment, the Company will incur approximately $20.5 million of early redemption fees. After repayment of the $609 million, the Company will no longer have any outstanding unsecured Rouse notes.
Preferred Offering
On February 13, 2013, the Company issued, under a public offering, 10,000,000 shares of 6.375% Series A Cumulative Perpetual Preferred Stock (the Preferred Stock) at a price of $25.00 per share.
Investment Activities
Acquisitions
During the three months ended March 31, 2013, the Company acquired an additional 15% interest in the Village of Merrick Park, a Class A mall held in a joint venture with sales per square foot of approximately $675. As a result the Company now owns 55% of the joint venture.
Dispositions
During the three months ended March 31, 2013, the Company disposed of Mall of the Bluffs and Southlake Mall, which were two Class C malls with sales per square foot of approximately $250.
Development
The Company has redevelopment activities under construction totaling approximately $900 million of capital investment (at share), encompassing 24 properties including Ala Moana, Fashion Show, and Glendale Galleria. During the quarter, construction was completed on Northridge Fashion Center totaling approximately $13 million.
Warrants
On January 28, 2013, the Company purchased 46 million warrants that are issuable into 27 million shares of common stock, using net share settlement, for approximately $633 million. The 74 million remaining outstanding warrants are exercisable into 43 million shares of common stock, using net share settlement.
On March 28, 2013, the Company amended the warrant agreement. This amendment results in the classification of the warrants as permanent equity. Prior to the amendment, the warrants were classified as a liability and marked to fair value, with changes in fair value recognized in earnings.
Preferred Share Dividend
A preferred dividend was declared on March 5, 2013 payable April 1, 2013 to shareholders of record March 15, 2013. This represents a pro-rated initial dividend from the date of original issuance, February 13, 2013, through March 31, 2013.
Guidance
Company FFO for the year ending December 31, 2013, is expected to be $1.11 to $1.15 per diluted share.
Company FFO for the second quarter 2013 is expected to be $0.24 to $0.26 per diluted share.
The following table provides a reconciliation of the range of estimated diluted net income (loss) attributable to General Growth Properties, Inc. per share to estimated diluted FFO per share and diluted Company FFO per share.
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For the year ending |
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For the three months ending |
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Low End |
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High End |
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Low End |
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High End |
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Company FFO per diluted share |
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$ |
1.11 |
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$ |
1.15 |
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$ |
0.24 |
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$ |
0.26 |
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Mark-to-market of warrants (1) |
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(0.04 |
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(0.04 |
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Loss on extinguishment of debt (2) |
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(0.03 |
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(0.03 |
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(0.02 |
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(0.02 |
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Adjustments (3) |
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(0.14 |
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(0.14 |
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(0.04 |
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(0.04 |
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FFO |
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0.90 |
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0.94 |
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0.18 |
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0.20 |
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Depreciation, including share of joint ventures (4) |
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(0.77 |
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(0.77 |
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(0.19 |
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(0.19 |
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Net income (loss) attributable to common stockholders |
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0.13 |
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0.17 |
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(0.01 |
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0.01 |
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Preferred stock dividends |
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0.02 |
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0.02 |
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Net income (loss) attributable to General Growth Properties, Inc. |
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$ |
0.15 |
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$ |
0.19 |
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$ |
(0.01 |
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$ |
0.01 |
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(1) As a result of the modification to the warrants in Q1 2013, they are classified as permanent equity effective March 28, 2013 and no longer required to be marked-to-market.
(2) Impact of 6.75% notes redemption included in Q2 2013 and the year ending December 31, 2013 guidance.
(3) Refer to the Supplemental Information package for the nature of adjustments to reconcile FFO to Company FFO. The Supplemental Information package is available in the Investors section of the Companys website at www.ggp.com.
(4) Impact of dilutive securities is included in the per share amount.
The guidance estimate reflects managements view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects managements view of capital market conditions. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions or capital markets activity. Earnings per share estimates may be subject to fluctuations as a result of several factors, including any gains or losses associated with disposition activity. By definition, FFO and Company FFO do not include real estate-related depreciation and amortization, provisions for impairment, or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release.
Investor Conference Call
On Tuesday, April 30, 2013, the Company will host a conference call at 8:00 a.m. CDT (9:00 a.m. EDT). The conference call will be accessible by telephone and through the Internet. Interested parties can access the call
by dialing 877.845.1018 (international 707.287.9345). A live webcast of the conference call will be available in listen-only mode in the Investors section at www.ggp.com. Interested parties should access the conference call or website 10 minutes prior to the beginning of the call in order to register.
For those unable to listen to the call live, a replay will be available beginning at 1:00 p.m. EDT on April 30, 2013. To access the replay, dial 855.859.2056 (international 404.537.3406) conference ID 25970010. A replay of the call will be available on the Companys website in the Investors section.
Supplemental Information
The Company has prepared a supplemental information report available on www.ggp.com in the Investors section. This information also has been furnished with the Securities and Exchange Commission as an exhibit on Form 8-K.
Forward-Looking Statements
Certain statements made in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumption, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to, the Companys ability to refinance, extend, restructure or repay near and intermediate term debt, its indebtedness, its ability to raise capital through equity issuances, asset sales or the incurrence of new debt, retail and credit market conditions, impairments, its liquidity demands, retail and economic conditions. The Company discusses these and other risks and uncertainties in its annual and quarterly periodic reports filed with the Securities and Exchange Commission. The Company may update that discussion in its periodic reports, but otherwise takes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
General Growth Properties, Inc.
General Growth Properties, Inc. is a fully integrated, self-managed and self-administered real estate investment trust focused exclusively on owning, managing, leasing, and redeveloping regional malls throughout the United States. GGPs portfolio is comprised of 124 regional malls in the United States comprising approximately 128 million square feet of gross leasable area. GGP is headquartered in Chicago, Illinois, and publicly traded on the NYSE under the symbol GGP.
Investor Relations Contact: |
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Media Contact: |
Kevin Berry |
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David Keating |
VP Investor Relations |
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VP Corporate Communications |
(312) 960-5529 |
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(312) 960-6325 |
kevin.berry@ggp.com |
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david.keating@ggp.com |
NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES AND DEFINITIONS
REAL ESTATE PROPERTY NET OPERATING INCOME (NOI) AND COMPANY NOI
The Company believes NOI is a useful supplemental measure of the Companys operating performance. The Company defines NOI as operating revenues (rental income, tenant recoveries and other income) less property and related expenses (real estate taxes, property maintenance costs, marketing, other property expenses and provision for doubtful accounts). NOI has been reflected on a proportionate basis (at the Companys ownership share). Other REITs may use different methodologies for calculating NOI, and accordingly, the Companys NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, interest expense, retail investment property impairment or non-recoverable development costs, depreciation and amortization, gains and losses from property dispositions, allocations to noncontrolling interests, strategic initiatives, provision for income taxes, discontinued operations, preferred stock dividends and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact on operations from trends in occupancy rates, rental rates and operating costs. This measure provides an operating perspective not immediately apparent from GAAP operating or net income (loss) attributable to common stockholders. The Company uses NOI to evaluate its operating performance on a property-by-property basis because NOI allows the Company to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on the Companys operating results, gross margins and investment returns.
In addition, management believes NOI provides useful information to the investment community about the Companys operating performance. However, due to the exclusions noted above, NOI should only be used as an alternative measure of the Companys financial performance.
Company NOI excludes the NOI impacts of non-cash and certain non-comparable items such as straight-line rent and intangible asset and liability amortization resulting from acquisition accounting. Mall NOI is Company NOI for our mall portfolio. We present Company NOI, and Company EBITDA and Company FFO as below, as we believe certain investors and other users of our financial information use them as measures of the Companys historical operating performance.
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (EBITDA) AND COMPANY EBITDA
EBITDA is defined as net income (loss) attributable to common stockholders, adjusted to exclude interest expense net of interest income, warrant adjustment, income tax provision (benefit), discontinued operations, allocations to noncontrolling interests, preferred stock dividends and depreciation and amortization. EBITDA has been reflected on a proportionate basis. Company EBITDA comprises EBITDA as defined immediately above and excludes certain non-cash and certain non-recurring items such as our Company NOI adjustments described above, provisions for impairment, strategic initiatives and certain management and administration costs.
FUNDS FROM OPERATIONS (FFO) AND COMPANY FFO
The Company determines FFO based upon the definition set forth by National Association of Real Estate Investment Trusts (NAREIT). The Company determines FFO to be our share of consolidated net income (loss) computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding cumulative effects of accounting changes, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon our economic ownership interest, and all determined on a consistent basis in accordance with GAAP. As with our presentation of NOI and EBITDA, FFO has been reflected on a proportionate basis.
The Company considers FFO a supplemental measure for equity REITs and a complement to GAAP measures because it facilitates an understanding of the operating performance of the Companys properties. FFO does not give effect to real estate depreciation and amortization since these amounts are computed to allocate the cost of a property over its useful life. Since values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, the Company believes that FFO provides investors with a clearer view of the Companys operating performance. As with our presentation of Company NOI and Company EBITDA, Company FFO excludes from FFO certain items that are non-cash and certain non-comparable items such as our Company NOI adjustments, Company EBITDA adjustments, and FFO items such as FFO from discontinued operations from the spin-off of Rouse Properties, Inc., normal adjustments from operating properties such as straight-line, above/below market lease amortization, mark-to-market adjustments on debt and gains on the extinguishment of debt, warrant liability adjustment, and interest expense on debt repaid or settled, all as a result of our emergence, acquisition accounting and other capital contribution or restructuring events.
RECONCILIATIONS OF NON-GAAP SUPPLEMENTAL FINANCIAL MEASURES TO GAAP FINANCIAL MEASURES
The Company presents EBITDA and FFO as they are financial measures widely used in the REIT industry. In order to provide a better understanding of the relationship between our non-GAAP Supplemental Financial measures of NOI, Company NOI, EBITDA, Company EBITDA, FFO and Company FFO, reconciliations have been provided as follows: a reconciliation of NOI and Company NOI to GAAP Operating Income (loss); a reconciliation of EBITDA and Company EBITDA to GAAP net income (loss) attributable to General Growth Properties, Inc.; a reconciliation of Company FFO and FFO to GAAP net income (loss) attributable to General Growth Properties, Inc. has been provided. None of our non-GAAP Supplemental Financial measures represents cash flow from operating activities in accordance with GAAP, none should be considered as an alternative to GAAP net income (loss) attributable to General Growth Properties, Inc. and none are necessarily indicative of cash available to fund cash needs. In addition, the Company has presented such financial measures on a consolidated and unconsolidated basis (at the Companys ownership share) as the Company believes that given the significance of the Companys operations that are owned through investments accounted for on the equity method of accounting, the detail of the operations of the Companys unconsolidated properties provides important insights into the income and FFO produced by such investments for the Company as a whole.
FINANCIAL OVERVIEW |
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Consolidated Statements of Operations (1) | |
(In thousands, except per share) |
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Three Months Ended |
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March 31, 2013 |
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March 31, 2012 |
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Revenues: |
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Minimum rents |
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$ |
403,415 |
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$ |
377,684 |
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Tenant recoveries |
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187,711 |
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174,874 |
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Overage rents |
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11,479 |
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13,086 |
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Management fees and other corporate revenues |
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15,931 |
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16,171 |
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Other |
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19,267 |
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14,798 |
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Total revenues |
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637,803 |
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596,613 |
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Expenses: |
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Real estate taxes |
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69,272 |
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55,699 |
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Property maintenance costs |
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23,830 |
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20,531 |
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Marketing |
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6,519 |
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6,738 |
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Other property operating costs |
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89,303 |
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86,719 |
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Provision for doubtful accounts |
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1,797 |
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2,171 |
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Property management and other costs |
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40,355 |
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41,540 |
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General and administrative |
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10,933 |
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10,510 |
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Depreciation and amortization |
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195,433 |
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206,789 |
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Total expenses |
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437,442 |
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430,697 |
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Operating income |
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200,361 |
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165,916 |
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Interest income |
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721 |
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661 |
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Interest expense |
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(195,383 |
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(210,760 |
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Warrant liability adjustment |
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(40,546 |
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(143,112 |
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Loss on extinguishment of debt |
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(9,319 |
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Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations, allocation to noncontrolling interests and preferred stock dividends |
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(44,166 |
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(187,295 |
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Provision for income taxes |
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(141 |
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(1,396 |
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Equity in income of Unconsolidated Real Estate Affiliates |
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13,194 |
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5,952 |
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Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
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3,448 |
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Loss from continuing operations |
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(27,665 |
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(182,739 |
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Discontinued operations: |
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Loss from discontinued operations, including gains (losses) on dispositions |
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(6,967 |
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(11,509 |
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Gain on extinguishment of debt |
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25,894 |
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Discontinued operations, net |
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18,927 |
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(11,509 |
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Net loss |
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(8,738 |
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(194,248 |
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Allocation to noncontrolling interests |
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(2,788 |
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(3,367 |
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Net loss attributable to GGP |
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(11,526 |
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(197,615 |
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Preferred stock dividends |
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(2,125 |
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Net loss attributable to common stockholders |
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$ |
(13,651 |
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$ |
(197,615 |
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Basic and Diluted Loss Per Share: |
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Continuing operations |
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$ |
(0.03 |
) |
$ |
(0.20 |
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Discontinued operations |
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0.02 |
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(0.01 |
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Total basic and diluted loss per share |
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$ |
(0.01 |
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$ |
(0.21 |
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(1) Amounts presented in accordance with GAAP.
FINANCIAL OVERVIEW |
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Consolidated Balance Sheets (1) | |
(In thousands) |
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March 31, 2013 |
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December 31, 2012 |
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Assets: |
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Investment in real estate: |
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Land |
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$ |
4,260,197 |
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$ |
4,278,471 |
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Buildings and equipment |
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18,765,489 |
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18,806,858 |
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Less accumulated depreciation |
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(1,524,105 |
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(1,440,301 |
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Construction in progress |
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311,216 |
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376,529 |
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Net property and equipment |
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21,812,797 |
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22,021,557 |
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Investment in and loans to/from Unconsolidated Real Estate Affiliates |
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2,870,477 |
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2,865,871 |
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Net investment in real estate |
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24,683,274 |
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24,887,428 |
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Cash and cash equivalents |
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564,808 |
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624,815 |
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Accounts and notes receivable, net |
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252,624 |
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260,860 |
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Deferred expenses, net |
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185,176 |
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179,837 |
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Prepaid expenses and other assets |
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1,249,638 |
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1,329,465 |
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Total assets |
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$ |
26,935,520 |
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$ |
27,282,405 |
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Liabilities: |
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Mortgages, notes and loans payable |
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$ |
16,235,366 |
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$ |
15,966,866 |
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Investment in and loans to/from Unconsolidated Real Estate Affiliates |
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15,439 |
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Accounts payable and accrued expenses |
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1,014,754 |
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1,212,231 |
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Dividend payable |
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117,894 |
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103,749 |
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Deferred tax liabilities |
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26,997 |
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28,174 |
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Tax indemnification liability |
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303,586 |
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303,750 |
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Junior Subordinated Notes |
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206,200 |
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206,200 |
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Warrant liability |
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1,488,196 |
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Total liabilities |
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17,920,236 |
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19,309,166 |
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Redeemable noncontrolling interests: |
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Preferred |
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136,127 |
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136,008 |
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Common |
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127,573 |
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132,211 |
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Total redeemable noncontrolling interests |
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263,700 |
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268,219 |
| ||
Equity: |
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Preferred stock |
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242,042 |
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|
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Stockholders equity |
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8,426,536 |
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7,621,698 |
| ||
Noncontrolling interests in consolidated real estate affiliates |
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83,006 |
|
83,322 |
| ||
Total equity |
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8,751,584 |
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7,705,020 |
| ||
Total liabilities and equity |
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$ |
26,935,520 |
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$ |
27,282,405 |
|
(1) Presented in accordance with GAAP.
PROPORTIONATE FINANCIAL STATEMENTS |
|
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Reconciliation of NOI, EBITDA, and FFO | |
For the Three Months Ended March 31, 2013 and 2012 | |
(In thousands) |
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Three Months Ended March 31, 2013 |
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Three Months Ended March 31, 2012 |
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Proportionate |
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Adjustments |
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Company |
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Proportionate |
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Adjustments |
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Company |
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|
|
|
|
|
|
|
|
|
|
| ||||||
Property revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Minimum rents |
|
$ |
496,698 |
|
$ |
7,318 |
|
$ |
504,016 |
|
$ |
471,843 |
|
$ |
6,256 |
|
$ |
478,099 |
|
Tenant recoveries |
|
223,346 |
|
|
|
223,346 |
|
210,991 |
|
|
|
210,991 |
| ||||||
Overage rents |
|
15,712 |
|
|
|
15,712 |
|
16,671 |
|
|
|
16,671 |
| ||||||
Other revenue |
|
28,215 |
|
|
|
28,215 |
|
20,301 |
|
|
|
20,301 |
| ||||||
Total property revenues |
|
763,971 |
|
7,318 |
|
771,289 |
|
719,806 |
|
6,256 |
|
726,062 |
| ||||||
Property operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Real estate taxes |
|
81,302 |
|
(1,578 |
) |
79,724 |
|
67,102 |
|
(1,578 |
) |
65,524 |
| ||||||
Property maintenance costs |
|
27,873 |
|
|
|
27,873 |
|
24,952 |
|
|
|
24,952 |
| ||||||
Marketing |
|
7,955 |
|
|
|
7,955 |
|
8,301 |
|
|
|
8,301 |
| ||||||
Other property operating costs |
|
114,293 |
|
(1,384 |
) |
112,909 |
|
112,781 |
|
(1,434 |
) |
111,347 |
| ||||||
Provision for doubtful accounts |
|
2,680 |
|
|
|
2,680 |
|
2,447 |
|
|
|
2,447 |
| ||||||
Total property operating expenses |
|
234,103 |
|
(2,962 |
) |
231,141 |
|
215,583 |
|
(3,012 |
) |
212,571 |
| ||||||
NOI |
|
$ |
529,868 |
|
$ |
10,280 |
|
$ |
540,148 |
|
$ |
504,223 |
|
$ |
9,268 |
|
$ |
513,491 |
|
Management fees and other corporate revenues |
|
17,816 |
|
|
|
17,816 |
|
17,698 |
|
|
|
17,698 |
| ||||||
Property management and other costs |
|
(46,272 |
) |
(424 |
) |
(46,696 |
) |
(47,594 |
) |
(424 |
) |
(48,018 |
) | ||||||
NOI after net property management costs |
|
$ |
501,412 |
|
$ |
9,856 |
|
$ |
511,268 |
|
$ |
474,327 |
|
$ |
8,844 |
|
$ |
483,171 |
|
General and administrative |
|
(15,099 |
) |
|
|
(15,099 |
) |
(13,921 |
) |
|
|
(13,921 |
) | ||||||
EBITDA |
|
$ |
486,313 |
|
$ |
9,856 |
|
$ |
496,169 |
|
$ |
460,406 |
|
$ |
8,844 |
|
$ |
469,250 |
|
Depreciation on non-income producing assets |
|
(3,094 |
) |
|
|
(3,094 |
) |
(1,702 |
) |
|
|
(1,702 |
) | ||||||
Interest income |
|
2,329 |
|
|
|
2,329 |
|
1,367 |
|
|
|
1,367 |
| ||||||
Preferred unit distributions |
|
(2,336 |
) |
|
|
(2,336 |
) |
(5,433 |
) |
3,098 |
|
(2,335 |
) | ||||||
Preferred stock dividends |
|
(2,125 |
) |
|
|
(2,125 |
) |
|
|
|
|
|
| ||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Default interest |
|
(1,306 |
) |
1,306 |
|
|
|
(1,453 |
) |
1,453 |
|
|
| ||||||
Interest expense relating to extinguished debt |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Mark-to-market adjustments on debt |
|
(3,769 |
) |
3,769 |
|
|
|
4,352 |
|
(4,352 |
) |
|
| ||||||
Write-off of mark-to-market adjustments on extinguished debt |
|
7,205 |
|
(7,205 |
) |
|
|
(922 |
) |
922 |
|
|
| ||||||
Debt extinguishment expenses |
|
|
|
|
|
|
|
(176 |
) |
176 |
|
|
| ||||||
Interest on existing debt |
|
(238,580 |
) |
|
|
(238,580 |
) |
(249,497 |
) |
|
|
(249,497 |
) | ||||||
Warrant liability adjustment |
|
(40,546 |
) |
40,546 |
|
|
|
(143,112 |
) |
143,112 |
|
|
| ||||||
Loss on extinguishment of debt |
|
(9,319 |
) |
9,319 |
|
|
|
|
|
|
|
|
| ||||||
Provision for income taxes |
|
(206 |
) |
(340 |
) |
(546 |
) |
(1,483 |
) |
840 |
|
(643 |
) | ||||||
FFO from discontinued operations |
|
24,679 |
|
(24,724 |
) |
(45 |
) |
12,068 |
|
(6,789 |
) |
5,279 |
| ||||||
FFO |
|
$ |
219,245 |
|
$ |
32,527 |
|
$ |
251,772 |
|
$ |
74,415 |
|
$ |
147,304 |
|
$ |
221,719 |
|
PROPORTIONATE FINANCIAL STATEMENTS |
|
| |
Reconciliation of Non-GAAP to GAAP Financial Measures | |
(In thousands) |
|
|
Three Months Ended |
| ||||
|
|
March 31, |
|
March 31, |
| ||
|
|
|
|
|
| ||
Reconciliation of Company NOI to GAAP Operating Income |
|
|
|
|
| ||
Company NOI: |
|
$ |
540,148 |
|
$ |
513,491 |
|
Adjustments for minimum rents, real estate taxes and other property operating costs |
|
(10,280 |
) |
(9,268 |
) | ||
Proportionate NOI |
|
529,868 |
|
504,223 |
| ||
Unconsolidated Properties |
|
(102,219 |
) |
(98,063 |
) | ||
Consolidated Properties |
|
427,649 |
|
406,160 |
| ||
Management fees and other corporate revenues |
|
15,931 |
|
16,171 |
| ||
Property management and other costs |
|
(40,355 |
) |
(41,540 |
) | ||
General and administrative |
|
(10,933 |
) |
(10,510 |
) | ||
Depreciation and amortization |
|
(195,433 |
) |
(206,789 |
) | ||
Noncontrolling interest in operating income of Consolidated Properties and other |
|
3,502 |
|
2,424 |
| ||
Operating income |
|
$ |
200,361 |
|
$ |
165,916 |
|
|
|
|
|
|
| ||
Reconciliation of Company EBITDA to GAAP Net Loss Attributable to GGP |
|
|
|
|
| ||
Company EBITDA: |
|
$ |
496,169 |
|
$ |
469,250 |
|
Adjustments for minimum rents, property operating expenses and property management and other costs |
|
(9,856 |
) |
(8,844 |
) | ||
Proportionate EBITDA |
|
486,313 |
|
460,406 |
| ||
Unconsolidated Properties |
|
(93,869 |
) |
(89,953 |
) | ||
Consolidated Properties |
|
392,444 |
|
370,453 |
| ||
Depreciation and amortization |
|
(195,433 |
) |
(206,789 |
) | ||
Noncontrolling interest in NOI of Consolidated Properties |
|
3,502 |
|
2,424 |
| ||
Interest income |
|
721 |
|
661 |
| ||
Interest expense |
|
(195,383 |
) |
(210,760 |
) | ||
Warrant liability adjustment |
|
(40,546 |
) |
(143,112 |
) | ||
Provision for income taxes |
|
(141 |
) |
(1,396 |
) | ||
Equity in income of Unconsolidated Real Estate Affiliates |
|
13,194 |
|
5,952 |
| ||
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
|
3,448 |
|
|
| ||
Discontinued operations |
|
18,927 |
|
(11,509 |
) | ||
Loss on extinguishment of debt |
|
(9,319 |
) |
|
| ||
Allocation to noncontrolling interests |
|
(2,940 |
) |
(3,539 |
) | ||
Net loss attributable to GGP |
|
$ |
(11,526 |
) |
$ |
(197,615 |
) |
|
|
|
|
|
| ||
Reconciliation of Company FFO to GAAP Net Loss Attributable to GGP |
|
|
|
|
| ||
Company FFO: |
|
$ |
251,772 |
|
$ |
221,719 |
|
Adjustments for minimum rents, property operating expenses and property management and other costs, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations |
|
(32,527 |
) |
(147,304 |
) | ||
Proportionate FFO |
|
219,245 |
|
74,415 |
| ||
Depreciation and amortization of capitalized real estate costs |
|
(239,055 |
) |
(253,532 |
) | ||
Gains on sales of investment properties |
|
9,736 |
|
2,101 |
| ||
Preferred stock dividends |
|
2,125 |
|
|
| ||
Noncontrolling interests in depreciation of Consolidated Properties |
|
1,769 |
|
1,755 |
| ||
Provision for impairment excluded from FFO of discontinued operations |
|
(4,975 |
) |
(10,393 |
) | ||
Redeemable noncontrolling interests |
|
79 |
|
1,318 |
| ||
Depreciation and amortization of discontinued operations |
|
(450 |
) |
(13,279 |
) | ||
Net loss attributable to GGP |
|
$ |
(11,526 |
) |
$ |
(197,615 |
) |
|
|
|
|
|
| ||
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates |
|
|
|
|
| ||
Equity in Unconsolidated Properties: |
|
|
|
|
| ||
NOI |
|
$ |
102,219 |
|
$ |
98,063 |
|
Net property management fees and costs |
|
(4,184 |
) |
(4,684 |
) | ||
General and administrative and provisions for impairment |
|
(4,166 |
) |
(3,426 |
) | ||
EBITDA |
|
93,869 |
|
89,953 |
| ||
Net interest expense |
|
(40,495 |
) |
(37,604 |
) | ||
Provision for income taxes |
|
(82 |
) |
(103 |
) | ||
FFO of Unconsolidated Properties |
|
53,292 |
|
52,246 |
| ||
Depreciation and amortization of capitalized real estate costs |
|
(46,716 |
) |
(48,445 |
) | ||
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
|
(3,448 |
) |
|
| ||
Other, including gain on sales of investment properties |
|
10,066 |
|
2,151 |
| ||
Equity in income of Unconsolidated Real Estate Affiliates |
|
$ |
13,194 |
|
$ |
5,952 |
|
Exhibit 99.2
BASIS OF PRESENTATION |
|
GENERAL INFORMATION
Unless the context indicates otherwise, references in the accompanying financial information (the Supplemental) to the Corporation refer to General Growth Properties, Inc. and references to GGP or the Company refer to the Corporation, its direct and indirect subsidiaries, and consolidated and unconsolidated entities. Additionally, where reference is made to GAAP, this refers to accounting principles generally accepted in the United States of America.
PROPERTY INFORMATION
The Company has presented information on its consolidated and unconsolidated properties (Proportionate or at share) in certain schedules included within this Supplemental. This form of presentation offers insights into the financial performance and condition of the Company as a whole, given the significance of the Companys unconsolidated property operations that are owned through investments accounted for under the equity method.
NON-GAAP MEASURES
This Supplemental makes reference to net operating income (NOI), earnings before interest, taxes, depreciation and amortization (EBITDA), and funds from operations (FFO). NOI is defined as income from property operations after operating expenses have been deducted, but prior to deducting financing, administrative and income tax expenses. EBITDA is defined as NOI less certain property management and administrative expenses, net of management fees and other operational items. FFO is defined as net income (loss) attributable to common stockholders in accordance with GAAP, excluding impairment write-downs on depreciable real estate, gains (or losses) from cumulative effects of accounting changes, extraordinary items and sales of properties, less preferred unit distributions and preferred stock dividends, plus real estate related depreciation and amortization including adjustments for unconsolidated entities. NOI, EBITDA and FFO are presented in the Supplemental on a Proportionate basis, which includes GGPs share of consolidated and unconsolidated properties. As GGP conducts substantially all of its business through GGP Limited Partnership (the Operating Partnership, which is 99% owned by GGP) and since the limited common units of the Operating Partnership are included in total diluted weighted average FFO per share amounts, all FFO amounts in this Supplemental reflect the FFO of the Operating Partnership.
In order to present GGPs operations in a manner most relevant to its operations, Company NOI, Company EBITDA, and Company FFO have been presented to exclude certain non-cash and non-recurring revenue and expenses. Specific to the Companys U.S. Regional Mall portfolio, Same Store Company NOI is presented to exclude the effects of acquisitions, dispositions and changes in ownership of properties, if any. Company NOI, EBITDA, FFO and derivations thereof, are not alternatives to GAAP operating income (loss) or net income (loss) attributable to common stockholders. For reference, as an aid in understanding managements computation of Company NOI, EBITDA, and FFO, a reconciliation of Company NOI to consolidated operating income, Company EBITDA, and Company FFO to net income (loss) in accordance with GAAP has been included in the Reconciliation of Non-GAAP to GAAP Financial Measures schedule.
TABLE OF CONTENTS |
|
|
Page |
|
|
Financial Overview |
|
GAAP Financial Statements: |
|
Consolidated Balance Sheets |
1 |
Consolidated Statements of Operations |
2 |
|
|
Proportionate Financial Statements: |
|
Proportionate Balance Sheet |
3 |
Overview |
4 |
Reconciliation of NOI, EBITDA, and FFO |
5 |
Proportionate Results and FFO |
6 |
Reconciliation of Non-GAAP to GAAP Financial Measures |
7-8 |
|
|
Debt: |
|
Debt Summary, at Share |
9 |
Debt Maturities |
10 |
Debt Detail, at Share |
11-14 |
|
|
Asset Transactions: |
|
Summary of Dispositions |
15 |
Discontinued Operations |
16 |
|
|
Portfolio Operating Metrics: |
|
Key Operating Performance Indicators |
17 |
Signed Leases All Less Anchors |
18 |
Lease Expiration Schedule and Top Ten Tenants |
19 |
Property Schedule |
20-27 |
|
|
Miscellaneous: |
|
Capital Information |
28 |
Change in Total Common and Equivalent Shares |
29 |
Development Summary |
30 |
Capital Expenditures |
31 |
Corporate Information |
32 |
Glossary of Terms |
33 |
This presentation contains forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements for a number of reasons. Readers are referred to the documents filed by General Growth Properties, Inc. with the Securities and Exchange Commission, which further identify the important risk factors which could cause actual results to differ materially from the forward-looking statements in this Supplemental. The Company disclaims any obligation to update any forward-looking statements.
SELECT SCHEDULE DEFINITIONS |
|
Page |
|
Schedule |
|
Description |
Proportionate Financial Schedules: |
|
| ||
3 |
|
Proportionate Balance Sheet |
|
The proportionate balance sheet adjusts GGPs GAAP balance sheet for noncontrolling interests and adds the Companys proportionate share of assets and liabilities related to investments in unconsolidated properties accounted for under the equity method. |
4 |
|
Overview |
|
Summary of Company NOI, Same Store NOI, Company EBITDA and Company FFO on a proportionate basis. |
5 |
|
Reconciliation of NOI, EBITDA, and FFO |
|
Reconciliation of NOI to Company NOI, EBITDA to Company EBITDA, and FFO to Company FFO, where Company figures exclude certain non-cash and non-recurring revenues and expenses that are not indicative of future operations. |
6 |
|
Proportionate Results and FFO |
|
Proportionate Results and FFO for the three months ended March 31, 2013 and 2012 adjusts GGPs consolidated results and FFO for noncontrolling interests and adds the Companys proportionate share of certain revenues and expenses included in NOI, EBITDA and FFO as defined in the Basis of Presentation. |
Portfolio Operating Metrics: |
|
| ||
17 |
|
Key Operating Performance Indicators |
|
Certain mall operating measures presented on a comparable basis.
See Glossary of Terms for detailed descriptions. |
20-27 |
|
Property Schedule |
|
By Property, gross leasable area detail, including: Anchor tenant listing Ownership percentage Gross leasable area by space type (mall, anchor, strip center, office) Occupancy percentage
See Glossary of Terms for detailed descriptions. |
GAAP Financial Statements
FINANCIAL OVERVIEW |
|
Consolidated Balance Sheets
(In thousands)
|
|
March 31, 2013 |
|
December 31, 2012 |
| ||
Assets: |
|
|
|
|
| ||
Investment in real estate: |
|
|
|
|
| ||
Land |
|
$ |
4,260,197 |
|
$ |
4,278,471 |
|
Buildings and equipment |
|
18,765,489 |
|
18,806,858 |
| ||
Less accumulated depreciation |
|
(1,524,105 |
) |
(1,440,301 |
) | ||
Construction in progress |
|
311,216 |
|
376,529 |
| ||
Net property and equipment |
|
21,812,797 |
|
22,021,557 |
| ||
Investment in and loans to/from Unconsolidated Real Estate Affiliates |
|
2,870,477 |
|
2,865,871 |
| ||
Net investment in real estate |
|
24,683,274 |
|
24,887,428 |
| ||
Cash and cash equivalents |
|
564,808 |
|
624,815 |
| ||
Accounts and notes receivable, net |
|
252,624 |
|
260,860 |
| ||
Deferred expenses, net |
|
185,176 |
|
179,837 |
| ||
Prepaid expenses and other assets |
|
1,249,638 |
|
1,329,465 |
| ||
Total assets |
|
$ |
26,935,520 |
|
$ |
27,282,405 |
|
|
|
|
|
|
| ||
Liabilities: |
|
|
|
|
| ||
Mortgages, notes and loans payable |
|
$ |
16,235,366 |
|
$ |
15,966,866 |
|
Investment in and loans to/from Unconsolidated Real Estate Affiliates |
|
15,439 |
|
|
| ||
Accounts payable and accrued expenses |
|
1,014,754 |
|
1,212,231 |
| ||
Dividend payable |
|
117,894 |
|
103,749 |
| ||
Deferred tax liabilities |
|
26,997 |
|
28,174 |
| ||
Tax indemnification liability |
|
303,586 |
|
303,750 |
| ||
Junior Subordinated Notes |
|
206,200 |
|
206,200 |
| ||
Warrant liability |
|
|
|
1,488,196 |
| ||
Total liabilities |
|
17,920,236 |
|
19,309,166 |
| ||
Redeemable noncontrolling interests: |
|
|
|
|
| ||
Preferred |
|
136,127 |
|
136,008 |
| ||
Common |
|
127,573 |
|
132,211 |
| ||
Total redeemable noncontrolling interests |
|
263,700 |
|
268,219 |
| ||
Equity: |
|
|
|
|
| ||
Preferred stock |
|
242,042 |
|
|
| ||
Stockholders equity |
|
8,426,536 |
|
7,621,698 |
| ||
Noncontrolling interests in consolidated real estate affiliates |
|
83,006 |
|
83,322 |
| ||
Total equity |
|
8,751,584 |
|
7,705,020 |
| ||
Total liabilities and equity |
|
$ |
26,935,520 |
|
$ |
27,282,405 |
|
FINANCIAL OVERVIEW |
|
Consolidated Statements of Operations
(In thousands, except per share)
|
|
Three Months Ended |
| ||||
|
|
March 31, 2013 |
|
March 31, 2012 |
| ||
|
|
|
|
|
| ||
Revenues: |
|
|
|
|
| ||
Minimum rents |
|
$ |
403,415 |
|
$ |
377,684 |
|
Tenant recoveries |
|
187,711 |
|
174,874 |
| ||
Overage rents |
|
11,479 |
|
13,086 |
| ||
Management fees and other corporate revenues |
|
15,931 |
|
16,171 |
| ||
Other |
|
19,267 |
|
14,798 |
| ||
Total revenues |
|
637,803 |
|
596,613 |
| ||
Expenses: |
|
|
|
|
| ||
Real estate taxes |
|
69,272 |
|
55,699 |
| ||
Property maintenance costs |
|
23,830 |
|
20,531 |
| ||
Marketing |
|
6,519 |
|
6,738 |
| ||
Other property operating costs |
|
89,303 |
|
86,719 |
| ||
Provision for doubtful accounts |
|
1,797 |
|
2,171 |
| ||
Property management and other costs |
|
40,355 |
|
41,540 |
| ||
General and administrative |
|
10,933 |
|
10,510 |
| ||
Depreciation and amortization |
|
195,433 |
|
206,789 |
| ||
Total expenses |
|
437,442 |
|
430,697 |
| ||
Operating income |
|
200,361 |
|
165,916 |
| ||
Interest income |
|
721 |
|
661 |
| ||
Interest expense |
|
(195,383 |
) |
(210,760 |
) | ||
Warrant liability adjustment |
|
(40,546 |
) |
(143,112 |
) | ||
Loss on extinguishment of debt |
|
(9,319 |
) |
|
| ||
Loss before income taxes, equity in income of Unconsolidated Real Estate Affiliates, discontinued operations, allocation to noncontrolling interests and preferred stock dividends |
|
(44,166 |
) |
(187,295 |
) | ||
Provision for income taxes |
|
(141 |
) |
(1,396 |
) | ||
Equity in income of Unconsolidated Real Estate Affiliates |
|
13,194 |
|
5,952 |
| ||
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
|
3,448 |
|
|
| ||
Loss from continuing operations |
|
(27,665 |
) |
(182,739 |
) | ||
Discontinued operations: |
|
|
|
|
| ||
Loss from discontinued operations, including gains (losses) on dispositions |
|
(6,967 |
) |
(11,509 |
) | ||
Gain on extinguishment of debt |
|
25,894 |
|
|
| ||
Discontinued operations, net |
|
18,927 |
|
(11,509 |
) | ||
Net loss |
|
(8,738 |
) |
(194,248 |
) | ||
Allocation to noncontrolling interests |
|
(2,788 |
) |
(3,367 |
) | ||
Net loss attributable to GGP |
|
(11,526 |
) |
(197,615 |
) | ||
Preferred stock dividends |
|
(2,125 |
) |
|
| ||
Net loss attributable to common stockholders |
|
$ |
(13,651 |
) |
$ |
(197,615 |
) |
Basic and Diluted Loss Per Share: |
|
|
|
|
| ||
Continuing operations |
|
$ |
(0.03 |
) |
$ |
(0.20 |
) |
Discontinued operations |
|
0.02 |
|
(0.01 |
) | ||
Total basic and diluted loss per share |
|
$ |
(0.01 |
) |
$ |
(0.21 |
) |
Proportionate Financial Statements
PROPORTIONATE FINANCIAL STATEMENTS |
|
Proportionate Balance Sheets
(In thousands)
|
|
As of |
|
As of |
| |||||||||||
|
|
March 31, 2013 |
|
December 31, 2012 |
| |||||||||||
|
|
GAAP |
|
Noncontrolling |
|
GGP Share of |
|
GGP Total Share |
|
GGP Total Share |
| |||||
Assets: |
|
|
|
|
|
|
|
|
|
|
| |||||
Investment in real estate: |
|
|
|
|
|
|
|
|
|
|
| |||||
Land |
|
$ |
4,260,197 |
|
$ |
(31,806 |
) |
$ |
737,413 |
|
$ |
4,965,804 |
|
$ |
4,965,238 |
|
Buildings and equipment |
|
18,765,489 |
|
(148,119 |
) |
5,799,001 |
|
24,416,371 |
|
24,355,502 |
| |||||
Less accumulated depreciation |
|
(1,524,105 |
) |
12,774 |
|
(934,490 |
) |
(2,445,821 |
) |
(2,287,426 |
) | |||||
Construction in progress |
|
311,216 |
|
(107 |
) |
95,383 |
|
406,492 |
|
465,797 |
| |||||
Net property and equipment |
|
21,812,797 |
|
(167,258 |
) |
5,697,307 |
|
27,342,846 |
|
27,499,111 |
| |||||
Investment in and loans to/from Unconsolidated Real Estate Affiliates |
|
2,870,477 |
|
|
|
(2,870,477 |
) |
|
|
|
| |||||
Net investment in real estate |
|
24,683,274 |
|
(167,258 |
) |
2,826,830 |
|
27,342,846 |
|
27,499,111 |
| |||||
Cash and cash equivalents |
|
564,808 |
|
(2,470 |
) |
160,482 |
|
722,820 |
|
839,070 |
| |||||
Accounts and notes receivable, net |
|
252,624 |
|
(1,527 |
) |
56,846 |
|
307,943 |
|
312,115 |
| |||||
Deferred expenses, net |
|
185,176 |
|
(1,039 |
) |
127,404 |
|
311,541 |
|
320,493 |
| |||||
Prepaid expenses and other assets |
|
1,249,638 |
|
(5,591 |
) |
202,362 |
|
1,446,409 |
|
1,526,082 |
| |||||
Total assets |
|
$ |
26,935,520 |
|
$ |
(177,885 |
) |
$ |
3,373,924 |
|
$ |
30,131,559 |
|
$ |
30,496,871 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Mortgages, notes and loans payable |
|
$ |
16,235,366 |
|
$ |
(85,662 |
) |
$ |
3,170,958 |
|
$ |
19,320,662 |
|
$ |
18,983,448 |
|
Investment in and loans to/from Unconsolidated Real Estate Affiliates |
|
15,439 |
|
|
|
(15,439 |
) |
|
|
|
| |||||
Accounts payable and accrued expenses |
|
1,014,754 |
|
(9,217 |
) |
218,352 |
|
1,223,889 |
|
1,493,437 |
| |||||
Dividend payable |
|
117,894 |
|
|
|
|
|
117,894 |
|
103,749 |
| |||||
Deferred tax liabilities |
|
26,997 |
|
|
|
53 |
|
27,050 |
|
28,174 |
| |||||
Tax indemnification liability |
|
303,586 |
|
|
|
|
|
303,586 |
|
303,750 |
| |||||
Junior Subordinated Notes |
|
206,200 |
|
|
|
|
|
206,200 |
|
206,200 |
| |||||
Warrant liability |
|
|
|
|
|
|
|
|
|
1,488,196 |
| |||||
Total liabilities |
|
17,920,236 |
|
(94,879 |
) |
3,373,924 |
|
21,199,281 |
|
22,606,954 |
| |||||
Redeemable noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
| |||||
Preferred |
|
136,127 |
|
|
|
|
|
136,127 |
|
136,008 |
| |||||
Common |
|
127,573 |
|
|
|
|
|
127,573 |
|
132,211 |
| |||||
Total redeemable noncontrolling interests |
|
263,700 |
|
|
|
|
|
263,700 |
|
268,219 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Equity: |
|
|
|
|
|
|
|
|
|
|
| |||||
Preferred stock |
|
242,042 |
|
|
|
|
|
242,042 |
|
|
| |||||
Stockholders equity |
|
8,426,536 |
|
|
|
|
|
8,426,536 |
|
7,621,698 |
| |||||
Noncontrolling interests in consolidated real estate affiliates |
|
83,006 |
|
(83,006 |
) |
|
|
|
|
|
| |||||
Total equity |
|
8,751,584 |
|
(83,006 |
) |
|
|
8,668,578 |
|
7,621,698 |
| |||||
Total liabilities and equity |
|
$ |
26,935,520 |
|
$ |
(177,885 |
) |
$ |
3,373,924 |
|
$ |
30,131,559 |
|
$ |
30,496,871 |
|
PROPORTIONATE FINANCIAL STATEMENTS |
|
Overview
(In thousands, except per share)
|
|
Three Months Ended |
| ||||||
|
|
March 31, 2013 |
|
March 31, 2012 |
|
Percentage Change |
| ||
|
|
|
|
|
|
|
| ||
Same Store NOI - U.S. Regional Malls (1) |
|
$ |
513,273 |
|
$ |
495,191 |
|
3.7 |
% |
Acquisitions - U.S. Regional Malls |
|
4,256 |
|
|
|
n/a |
| ||
International |
|
13,875 |
|
9,437 |
|
47.0 |
% | ||
Mall NOI |
|
531,404 |
|
504,628 |
|
5.3 |
% | ||
Office, Strip Centers and Other Retail (2) |
|
8,744 |
|
8,863 |
|
-1.3 |
% | ||
Company NOI (3) |
|
540,148 |
|
513,491 |
|
5.2 |
% | ||
|
|
|
|
|
|
|
| ||
Company NOI after net property management costs |
|
511,268 |
|
483,171 |
|
5.8 |
% | ||
|
|
|
|
|
|
|
| ||
Company EBITDA (3) |
|
496,169 |
|
469,250 |
|
5.7 |
% | ||
|
|
|
|
|
|
|
| ||
Company FFO (3) |
|
251,772 |
|
221,719 |
|
13.6 |
% | ||
Company FFO per diluted share |
|
$ |
0.25 |
|
$ |
0.22 |
|
13.4 |
% |
|
|
|
|
|
|
|
| ||
Weighted average diluted common shares outstanding |
|
999,309 |
|
998,350 |
|
0.1 |
% |
(1) |
Total termination fees were $7.0 million and $5.1 million for the three months ended March 31, 2013 and 2012, respectively. |
(2) |
Other Retail consists of one asset that has been transferred to the special servicer and one asset that is being de-leased in preparation for redevelopment. See Property Schedule on pages 20-27 for individual property details. |
(3) |
Refer to page 5 (Reconciliation of Company NOI, Company EBITDA, and Company FFO). |
PROPORTIONATE FINANCIAL STATEMENTS |
|
Reconciliation of NOI, EBITDA, and FFO
For the Three Months Ended March 31, 2013 and 2012
(In thousands)
|
|
Three Months Ended March 31, 2013 |
|
Three Months Ended March 31, 2012 |
| ||||||||||||||
|
|
Proportionate |
|
Adjustments |
|
Company |
|
Proportionate |
|
Adjustments |
|
Company |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Property revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Minimum rents (1) |
|
$ |
496,698 |
|
$ |
7,318 |
|
$ |
504,016 |
|
$ |
471,843 |
|
$ |
6,256 |
|
$ |
478,099 |
|
Tenant recoveries |
|
223,346 |
|
|
|
223,346 |
|
210,991 |
|
|
|
210,991 |
| ||||||
Overage rents |
|
15,712 |
|
|
|
15,712 |
|
16,671 |
|
|
|
16,671 |
| ||||||
Other revenue |
|
28,215 |
|
|
|
28,215 |
|
20,301 |
|
|
|
20,301 |
| ||||||
Total property revenues |
|
763,971 |
|
7,318 |
|
771,289 |
|
719,806 |
|
6,256 |
|
726,062 |
| ||||||
Property operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Real estate taxes |
|
81,302 |
|
(1,578 |
) |
79,724 |
|
67,102 |
|
(1,578 |
) |
65,524 |
| ||||||
Property maintenance costs |
|
27,873 |
|
|
|
27,873 |
|
24,952 |
|
|
|
24,952 |
| ||||||
Marketing |
|
7,955 |
|
|
|
7,955 |
|
8,301 |
|
|
|
8,301 |
| ||||||
Other property operating costs |
|
114,293 |
|
(1,384 |
) |
112,909 |
|
112,781 |
|
(1,434 |
) |
111,347 |
| ||||||
Provision for doubtful accounts |
|
2,680 |
|
|
|
2,680 |
|
2,447 |
|
|
|
2,447 |
| ||||||
Total property operating expenses |
|
234,103 |
|
(2,962 |
) |
231,141 |
|
215,583 |
|
(3,012 |
) |
212,571 |
| ||||||
NOI |
|
$ |
529,868 |
|
$ |
10,280 |
|
$ |
540,148 |
|
$ |
504,223 |
|
$ |
9,268 |
|
$ |
513,491 |
|
Management fees and other corporate revenues |
|
17,816 |
|
|
|
17,816 |
|
17,698 |
|
|
|
17,698 |
| ||||||
Property management and other costs |
|
(46,272 |
) |
(424 |
) |
(46,696 |
) |
(47,594 |
) |
(424 |
) |
(48,018 |
) | ||||||
NOI after net property management costs |
|
$ |
501,412 |
|
$ |
9,856 |
|
$ |
511,268 |
|
$ |
474,327 |
|
$ |
8,844 |
|
$ |
483,171 |
|
General and administrative |
|
(15,099 |
) |
|
|
(15,099 |
) |
(13,921 |
) |
|
|
(13,921 |
) | ||||||
EBITDA |
|
$ |
486,313 |
|
$ |
9,856 |
|
$ |
496,169 |
|
$ |
460,406 |
|
$ |
8,844 |
|
$ |
469,250 |
|
Depreciation on non-income producing assets |
|
(3,094 |
) |
|
|
(3,094 |
) |
(1,702 |
) |
|
|
(1,702 |
) | ||||||
Interest income |
|
2,329 |
|
|
|
2,329 |
|
1,367 |
|
|
|
1,367 |
| ||||||
Preferred unit distributions (2) |
|
(2,336 |
) |
|
|
(2,336 |
) |
(5,433 |
) |
3,098 |
|
(2,335 |
) | ||||||
Preferred stock dividends |
|
(2,125 |
) |
|
|
(2,125 |
) |
|
|
|
|
|
| ||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Default interest |
|
(1,306 |
) |
1,306 |
|
|
|
(1,453 |
) |
1,453 |
|
|
| ||||||
Interest expense relating to extinguished debt |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Mark-to-market adjustments on debt |
|
(3,769 |
) |
3,769 |
|
|
|
4,352 |
|
(4,352 |
) |
|
| ||||||
Write-off of mark-to-market adjustments on extinguished debt |
|
7,205 |
|
(7,205 |
) |
|
|
(922 |
) |
922 |
|
|
| ||||||
Debt extinguishment expenses |
|
|
|
|
|
|
|
(176 |
) |
176 |
|
|
| ||||||
Interest on existing debt |
|
(238,580 |
) |
|
|
(238,580 |
) |
(249,497 |
) |
|
|
(249,497 |
) | ||||||
Warrant liability adjustment |
|
(40,546 |
) |
40,546 |
|
|
|
(143,112 |
) |
143,112 |
|
|
| ||||||
Loss on extinguishment of debt (3) |
|
(9,319 |
) |
9,319 |
|
|
|
|
|
|
|
|
| ||||||
Provision for income taxes |
|
(206 |
) |
(340 |
) |
(546 |
) |
(1,483 |
) |
840 |
|
(643 |
) | ||||||
FFO from discontinued operations (4) |
|
24,679 |
|
(24,724 |
) |
(45 |
) |
12,068 |
|
(6,789 |
) |
5,279 |
| ||||||
FFO |
|
$ |
219,245 |
|
$ |
32,527 |
|
$ |
251,772 |
|
$ |
74,415 |
|
$ |
147,304 |
|
$ |
221,719 |
|
(1) Adjustments include amounts for straight-line rent of ($17,513) and ($17,794) and above/below market lease amortization of $24,831 and $24,050 for the three months ended March 31, 2013 and 2012, respectively.
(2) Adjustment for the three months ended March 31, 2012 is related to the distribution of Rouse Properties, Inc. shares to preferred unit holders as a result of the spin-off.
(3) Adjustment includes a $3.5 million prepayment fee to retire 5.375% unsecured notes due November 2013 ($91.8 million) and a $5.8 million pre-payment penalty on a secured 7.50% mortgage note due January 2014 ($100.3 million).
(4) Company FFO includes FFO from discontinued operations. Adjustments primarily relate to FFO from the spin-off of Rouse Properties, Inc. of $10.7 million for the three months ended March 31, 2012 and gains on the extinguishment of debt of $25.9 million for the three months ended March 31, 2013.
PROPORTIONATE FINANCIAL STATEMENTS
Proportionate Results and FFO For the Three Months Ended March 31, 2013 and 2012 (In thousands) |
|
|
Three Months Ended March 31, 2013 |
|
Three Months Ended March 31, 2012 |
| ||||||||||||||||||||
|
|
Consolidated |
|
Noncontrolling |
|
Unconsolidated |
|
Proportionate |
|
Consolidated |
|
Noncontrolling |
|
Unconsolidated |
|
Proportionate |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Minimum rents |
|
$ |
403,415 |
|
$ |
(3,407 |
) |
$ |
96,690 |
|
$ |
496,698 |
|
$ |
377,684 |
|
$ |
(2,384 |
) |
$ |
96,543 |
|
$ |
471,843 |
|
Tenant recoveries |
|
187,711 |
|
(1,186 |
) |
36,821 |
|
223,346 |
|
174,874 |
|
(1,108 |
) |
37,225 |
|
210,991 |
| ||||||||
Overage rents |
|
11,479 |
|
(73 |
) |
4,306 |
|
15,712 |
|
13,086 |
|
(51 |
) |
3,636 |
|
16,671 |
| ||||||||
Other revenue |
|
19,267 |
|
(94 |
) |
9,042 |
|
28,215 |
|
14,798 |
|
(78 |
) |
5,581 |
|
20,301 |
| ||||||||
Total property revenues |
|
621,872 |
|
(4,760 |
) |
146,859 |
|
763,971 |
|
580,442 |
|
(3,621 |
) |
142,985 |
|
719,806 |
| ||||||||
Property operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Real estate taxes |
|
69,272 |
|
(523 |
) |
12,553 |
|
81,302 |
|
55,699 |
|
(502 |
) |
11,905 |
|
67,102 |
| ||||||||
Property maintenance costs |
|
23,830 |
|
(87 |
) |
4,130 |
|
27,873 |
|
20,531 |
|
(97 |
) |
4,518 |
|
24,952 |
| ||||||||
Marketing |
|
6,519 |
|
(72 |
) |
1,508 |
|
7,955 |
|
6,738 |
|
(71 |
) |
1,634 |
|
8,301 |
| ||||||||
Other property operating costs |
|
89,303 |
|
(534 |
) |
25,524 |
|
114,293 |
|
86,719 |
|
(546 |
) |
26,608 |
|
112,781 |
| ||||||||
Provision for doubtful accounts |
|
1,797 |
|
(42 |
) |
925 |
|
2,680 |
|
2,171 |
|
19 |
|
257 |
|
2,447 |
| ||||||||
Total property operating expenses |
|
190,721 |
|
(1,258 |
) |
44,640 |
|
234,103 |
|
171,858 |
|
(1,197 |
) |
44,922 |
|
215,583 |
| ||||||||
NOI |
|
$ |
431,151 |
|
$ |
(3,502 |
) |
$ |
102,219 |
|
$ |
529,868 |
|
$ |
408,584 |
|
$ |
(2,424 |
) |
$ |
98,063 |
|
$ |
504,223 |
|
Management fees and other corporate revenues |
|
15,931 |
|
|
|
1,885 |
|
17,816 |
|
16,171 |
|
|
|
1,527 |
|
17,698 |
| ||||||||
Property management and other costs (1) |
|
(40,355 |
) |
152 |
|
(6,069 |
) |
(46,272 |
) |
(41,540 |
) |
157 |
|
(6,211 |
) |
(47,594 |
) | ||||||||
NOI after net property management costs |
|
$ |
406,727 |
|
$ |
(3,350 |
) |
$ |
98,035 |
|
$ |
501,412 |
|
$ |
383,215 |
|
$ |
(2,267 |
) |
$ |
93,379 |
|
$ |
474,327 |
|
General and administrative (2) |
|
(10,933 |
) |
|
|
(4,166 |
) |
(15,099 |
) |
(10,510 |
) |
15 |
|
(3,426 |
) |
(13,921 |
) | ||||||||
EBITDA |
|
$ |
395,794 |
|
$ |
(3,350 |
) |
$ |
93,869 |
|
$ |
486,313 |
|
$ |
372,705 |
|
$ |
(2,252 |
) |
$ |
89,953 |
|
$ |
460,406 |
|
Depreciation on non-income producing assets |
|
(3,094 |
) |
|
|
|
|
(3,094 |
) |
(1,702 |
) |
|
|
|
|
(1,702 |
) | ||||||||
Interest income |
|
721 |
|
|
|
1,608 |
|
2,329 |
|
661 |
|
|
|
706 |
|
1,367 |
| ||||||||
Preferred unit distributions |
|
(2,336 |
) |
|
|
|
|
(2,336 |
) |
(5,433 |
) |
|
|
|
|
(5,433 |
) | ||||||||
Preferred stock dividends |
|
(2,125 |
) |
|
|
|
|
(2,125 |
) |
|
|
|
|
|
|
|
| ||||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Default interest |
|
(1,306 |
) |
|
|
|
|
(1,306 |
) |
(1,144 |
) |
|
|
(309 |
) |
(1,453 |
) | ||||||||
Interest expense relating to extinguished debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Mark-to-market adjustments on debt |
|
(3,838 |
) |
(91 |
) |
160 |
|
(3,769 |
) |
3,887 |
|
(80 |
) |
545 |
|
4,352 |
| ||||||||
Write-off of mark-to-market adjustments on extinguished debt |
|
7,205 |
|
|
|
|
|
7,205 |
|
(922 |
) |
|
|
|
|
(922 |
) | ||||||||
Debt extinguishment expenses |
|
|
|
|
|
|
|
|
|
(176 |
) |
|
|
|
|
(176 |
) | ||||||||
Interest on existing debt |
|
(197,444 |
) |
1,127 |
|
(42,263 |
) |
(238,580 |
) |
(212,405 |
) |
1,454 |
|
(38,546 |
) |
(249,497 |
) | ||||||||
Warrant liability adjustment |
|
(40,546 |
) |
|
|
|
|
(40,546 |
) |
(143,112 |
) |
|
|
|
|
(143,112 |
) | ||||||||
Loss on extinguishment of debt |
|
(9,319 |
) |
|
|
|
|
(9,319 |
) |
|
|
|
|
|
|
|
| ||||||||
Provision for income taxes |
|
(141 |
) |
17 |
|
(82 |
) |
(206 |
) |
(1,396 |
) |
16 |
|
(103 |
) |
(1,483 |
) | ||||||||
FFO from discontinued operations |
|
24,679 |
|
|
|
|
|
24,679 |
|
12,068 |
|
|
|
|
|
12,068 |
| ||||||||
|
|
168,250 |
|
(2,297 |
) |
53,292 |
|
219,245 |
|
23,031 |
|
(862 |
) |
52,246 |
|
74,415 |
| ||||||||
Equity in FFO of Unconsolidated Properties and Noncontrolling Interests |
|
50,995 |
|
2,297 |
|
(53,292 |
) |
|
|
51,384 |
|
862 |
|
(52,246 |
) |
|
| ||||||||
FFO |
|
$ |
219,245 |
|
$ |
|
|
$ |
|
|
$ |
219,245 |
|
$ |
74,415 |
|
$ |
|
|
$ |
|
|
$ |
74,415 |
|
(1) |
Unconsolidated amounts include our share of management fees paid by these properties. Revenues associated with these fees are included in consolidated management fees and other corporate revenues. |
(2) |
Unconsolidated amounts represent administrative costs of our Brazilian joint venture. |
PROPORTIONATE FINANCIAL STATEMENTS
Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands) |
|
|
Three Months Ended |
| ||||
|
|
March 31, |
|
March 31, |
| ||
|
|
|
|
|
| ||
Reconciliation of Company NOI to GAAP Operating Income |
|
|
|
|
| ||
Company NOI: |
|
$ |
540,148 |
|
$ |
513,491 |
|
Adjustments for minimum rents, real estate taxes and other property operating costs (1) |
|
(10,280 |
) |
(9,268 |
) | ||
Proportionate NOI |
|
529,868 |
|
504,223 |
| ||
Unconsolidated Properties |
|
(102,219 |
) |
(98,063 |
) | ||
Consolidated Properties |
|
427,649 |
|
406,160 |
| ||
Management fees and other corporate revenues |
|
15,931 |
|
16,171 |
| ||
Property management and other costs |
|
(40,355 |
) |
(41,540 |
) | ||
General and administrative |
|
(10,933 |
) |
(10,510 |
) | ||
Depreciation and amortization |
|
(195,433 |
) |
(206,789 |
) | ||
Noncontrolling interest in operating income of Consolidated Properties and other |
|
3,502 |
|
2,424 |
| ||
Operating income |
|
$ |
200,361 |
|
$ |
165,916 |
|
|
|
|
|
|
| ||
Reconciliation of Company EBITDA to GAAP Net Loss Attributable to GGP |
|
|
|
|
| ||
Company EBITDA: |
|
$ |
496,169 |
|
$ |
469,250 |
|
Adjustments for minimum rents, property operating expenses and property management and other costs (1) |
|
(9,856 |
) |
(8,844 |
) | ||
Proportionate EBITDA |
|
486,313 |
|
460,406 |
| ||
Unconsolidated Properties |
|
(93,869 |
) |
(89,953 |
) | ||
Consolidated Properties |
|
392,444 |
|
370,453 |
| ||
Depreciation and amortization |
|
(195,433 |
) |
(206,789 |
) | ||
Noncontrolling interest in NOI of Consolidated Properties |
|
3,502 |
|
2,424 |
| ||
Interest income |
|
721 |
|
661 |
| ||
Interest expense |
|
(195,383 |
) |
(210,760 |
) | ||
Warrant liability adjustment |
|
(40,546 |
) |
(143,112 |
) | ||
Provision for income taxes |
|
(141 |
) |
(1,396 |
) | ||
Equity in income of Unconsolidated Real Estate Affiliates |
|
13,194 |
|
5,952 |
| ||
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
|
3,448 |
|
|
| ||
Discontinued operations |
|
18,927 |
|
(11,509 |
) | ||
Loss on extinguishment of debt |
|
(9,319 |
) |
|
| ||
Allocation to noncontrolling interests |
|
(2,940 |
) |
(3,539 |
) | ||
Net loss attributable to GGP |
|
$ |
(11,526 |
) |
$ |
(197,615 |
) |
(1) Refer to Page 5 (Reconciliation of Company NOI, Company EBITDA, and Company FFO).
PROPORTIONATE FINANCIAL STATEMENTS
Reconciliation of Non-GAAP to GAAP Financial Measures (In thousands) |
|
|
Three Months Ended |
| ||||
|
|
March 31, |
|
March 31, |
| ||
|
|
|
|
|
| ||
Reconciliation of Company FFO to GAAP Net Loss Attributable to GGP |
|
|
|
|
| ||
Company FFO: |
|
$ |
251,772 |
|
$ |
221,719 |
|
Adjustments for minimum rents, property operating expenses and property management and other costs, market rate adjustments, debt extinguishment, income taxes and FFO from discontinued operations (1) |
|
(32,527 |
) |
(147,304 |
) | ||
Proportionate FFO |
|
219,245 |
|
74,415 |
| ||
Depreciation and amortization of capitalized real estate costs |
|
(239,055 |
) |
(253,532 |
) | ||
Gains on sales of investment properties |
|
9,736 |
|
2,101 |
| ||
Preferred stock dividends |
|
2,125 |
|
|
| ||
Noncontrolling interests in depreciation of Consolidated Properties |
|
1,769 |
|
1,755 |
| ||
Provision for impairment excluded from FFO of discontinued operations |
|
(4,975 |
) |
(10,393 |
) | ||
Redeemable noncontrolling interests |
|
79 |
|
1,318 |
| ||
Depreciation and amortization of discontinued operations |
|
(450 |
) |
(13,279 |
) | ||
Net loss attributable to GGP |
|
$ |
(11,526 |
) |
$ |
(197,615 |
) |
|
|
|
|
|
| ||
Reconciliation of Equity in NOI of Unconsolidated Properties to GAAP Equity in Income of Unconsolidated Real Estate Affiliates |
|
|
|
|
| ||
Equity in Unconsolidated Properties: |
|
|
|
|
| ||
NOI |
|
$ |
102,219 |
|
$ |
98,063 |
|
Net property management fees and costs |
|
(4,184 |
) |
(4,684 |
) | ||
General and administrative and provisions for impairment |
|
(4,166 |
) |
(3,426 |
) | ||
EBITDA |
|
93,869 |
|
89,953 |
| ||
Net interest expense |
|
(40,495 |
) |
(37,604 |
) | ||
Provision for income taxes |
|
(82 |
) |
(103 |
) | ||
FFO of Unconsolidated Properties |
|
53,292 |
|
52,246 |
| ||
Depreciation and amortization of capitalized real estate costs |
|
(46,716 |
) |
(48,445 |
) | ||
Equity in income of Unconsolidated Real Estate Affiliates - gain on investment |
|
(3,448 |
) |
|
| ||
Other, including gain on sales of investment properties |
|
10,066 |
|
2,151 |
| ||
Equity in income of Unconsolidated Real Estate Affiliates |
|
$ |
13,194 |
|
$ |
5,952 |
|
(1) Refer to Page 5 (Reconciliation of Company NOI, Company EBITDA, and Company FFO).
DEBT
DEBT
SUMMARY, AT SHARE1 As of March 31, 2013 (In thousands) |
|
|
|
|
Proportionate |
|
Average |
|
Maturities |
|
|
| ||||||||||||||||||
|
|
Coupon Rate |
|
Balance |
|
Term (Years) |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
Subsequent |
|
Total |
| ||||||||
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property Level Consolidated |
|
4.73 |
% |
$ |
14,555,647 |
|
7.3 |
|
$ |
104,587 |
|
$ |
690,044 |
|
$ |
692,899 |
|
$ |
1,084,042 |
|
$ |
1,539,837 |
|
$ |
9,033,771 |
|
$ |
13,145,180 |
|
Property Level Unconsolidated |
|
4.79 |
% |
2,664,790 |
|
7.0 |
|
28,283 |
|
138,168 |
|
213,735 |
|
|
|
297,166 |
|
1,769,697 |
|
2,447,049 |
| ||||||||
Corporate Consolidated (2) |
|
6.68 |
% |
626,518 |
|
2.6 |
|
|
|
|
|
609,261 |
|
|
|
|
|
|
|
609,261 |
| ||||||||
Total Fixed Rate |
|
4.81 |
% |
$ |
17,846,955 |
|
7.1 |
|
$ |
132,870 |
|
$ |
828,212 |
|
$ |
1,515,895 |
|
$ |
1,084,042 |
|
$ |
1,837,003 |
|
$ |
10,803,468 |
|
$ |
16,201,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property Level Consolidated |
|
3.41 |
% |
$ |
981,719 |
|
3.2 |
|
$ |
|
|
$ |
45,057 |
|
$ |
|
|
$ |
851,420 |
|
$ |
|
|
$ |
|
|
$ |
896,477 |
|
Property Level Unconsolidated |
|
2.70 |
% |
160,000 |
|
4.5 |
|
|
|
|
|
|
|
|
|
150,544 |
|
|
|
150,544 |
| ||||||||
Junior Subordinated Notes Due 2041 |
|
1.75 |
% |
206,200 |
|
28.1 |
|
|
|
|
|
|
|
|
|
|
|
206,200 |
|
206,200 |
| ||||||||
Total Variable Rate |
|
3.07 |
% |
$ |
1,347,919 |
|
7.2 |
|
$ |
|
|
$ |
45,057 |
|
$ |
|
|
$ |
851,420 |
|
$ |
150,544 |
|
$ |
206,200 |
|
$ |
1,253,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total |
|
4.68 |
% |
$ |
19,194,874 |
|
7.1 |
|
$ |
132,870 |
|
$ |
873,269 |
|
$ |
1,515,895 |
|
$ |
1,935,462 |
|
$ |
1,987,547 |
|
$ |
11,009,668 |
|
$ |
17,454,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
Total Amortization |
|
$ |
183,227 |
|
$ |
234,959 |
|
$ |
236,821 |
|
$ |
252,244 |
|
$ |
172,863 |
|
$ |
660,049 |
|
$ |
1,740,163 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Total Maturities and Amortization (3), (4) |
|
$ |
19,194,874 |
|
(1) |
The amounts presented do not reflect closings subsequent to March 31, 2013, which are reflected in the maturity ladder on page 10. |
(2) |
Comprised primarily of The Rouse Company, LLC of $608.7 million which will be redeemed on May 1, 2013. |
(3) |
Reconciliation to GGP Proportionate Mortgages, Notes, and Loans Payable: |
Total Mortgages, Notes, and Other Payables, from above |
|
19,194,874 |
| |
Market rate adjustments, net |
|
(24,592 |
) | |
Junior Subordinated Notes Due 2041 |
|
(206,200 |
) | |
Shopping Leblon / Aliansce (Brazil) |
|
345,428 |
| |
Other loans payable |
|
11,152 |
| |
Total |
|
$ |
19,320,662 |
|
(4) Reflects maturities and amortization for periods subsequent to March 31, 2013.
DEBT
Debt Maturities |
1 Approximately 5.1% matures through 2014
2 Includes pro-forma impact of secured corporate loan of $1.5 billion maturing in 2018 and Cumberland loan of $160 million maturing in 2023. Both loans closed in April 2013.
DEBT |
|
DETAIL, AT SHARE(1)
As of March 31, 2013
(In thousands)
|
|
|
|
Proportionate |
|
Maturity |
|
Balloon Pmt |
|
|
|
Parent |
|
Amortization |
| ||||||||||||||||||
Property |
|
Own % |
|
Balance |
|
Year (2) |
|
at Maturity |
|
Coupon Rate |
|
3/31/2013 (3) |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
Subsequent |
| ||||||||
Fixed Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consolidated Property Level |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Meadows Mall |
|
100 |
% |
$ |
94,422 |
|
2013 |
|
$ |
93,631 |
|
5.45 |
% |
No |
|
$ |
791 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Senate Plaza |
|
100 |
% |
11,022 |
|
2013 |
|
10,956 |
|
5.71 |
% |
No |
|
66 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Bayside Marketplace (Bond) |
|
100 |
% |
2,445 |
|
2014 |
|
1,255 |
|
5.75 |
% |
No |
|
1,190 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Eden Prairie Mall |
|
100 |
% |
72,767 |
|
2014 |
|
68,967 |
|
4.67 |
% |
No |
|
1,862 |
|
1,938 |
|
|
|
|
|
|
|
|
| ||||||||
Jordan Creek Town Center |
|
100 |
% |
169,694 |
|
2014 |
|
164,537 |
|
4.57 |
% |
Yes - Partial |
|
4,218 |
|
939 |
|
|
|
|
|
|
|
|
| ||||||||
North Point Mall |
|
100 |
% |
200,946 |
|
2014 |
|
195,971 |
|
5.48 |
% |
No |
|
4,073 |
|
902 |
|
|
|
|
|
|
|
|
| ||||||||
Oakwood Center (10) |
|
100 |
% |
46,000 |
|
2014 |
|
45,057 |
|
4.38 |
% |
Yes - Full |
|
484 |
|
459 |
|
|
|
|
|
|
|
|
| ||||||||
Prince Kuhio Plaza |
|
100 |
% |
33,796 |
|
2014 |
|
32,793 |
|
3.45 |
% |
Yes - Partial |
|
1,003 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Woodbridge Center |
|
100 |
% |
189,194 |
|
2014 |
|
181,464 |
|
4.24 |
% |
No |
|
4,900 |
|
2,830 |
|
|
|
|
|
|
|
|
| ||||||||
Boise Towne Plaza |
|
100 |
% |
9,910 |
|
2015 |
|
9,082 |
|
4.70 |
% |
No |
|
264 |
|
371 |
|
193 |
|
|
|
|
|
|
| ||||||||
Burlington Town Center |
|
100 |
% |
24,711 |
|
2015 |
|
23,360 |
|
5.03 |
% |
No |
|
430 |
|
605 |
|
316 |
|
|
|
|
|
|
| ||||||||
Hulen Mall |
|
100 |
% |
103,958 |
|
2015 |
|
96,621 |
|
5.03 |
% |
No |
|
2,432 |
|
3,415 |
|
1,490 |
|
|
|
|
|
|
| ||||||||
Lynnhaven Mall |
|
100 |
% |
218,790 |
|
2015 |
|
203,367 |
|
5.05 |
% |
No |
|
4,915 |
|
6,906 |
|
3,602 |
|
|
|
|
|
|
| ||||||||
Paramus Park |
|
100 |
% |
96,154 |
|
2015 |
|
90,242 |
|
4.86 |
% |
No |
|
1,873 |
|
2,381 |
|
1,658 |
|
|
|
|
|
|
| ||||||||
Peachtree Mall |
|
100 |
% |
82,702 |
|
2015 |
|
77,085 |
|
5.08 |
% |
No |
|
1,860 |
|
2,615 |
|
1,142 |
|
|
|
|
|
|
| ||||||||
Regency Square Mall (6) |
|
100 |
% |
84,772 |
|
2015 |
|
75,797 |
|
3.59 |
% |
No |
|
3,621 |
|
3,534 |
|
1,820 |
|
|
|
|
|
|
| ||||||||
The Shops at La Cantera |
|
75 |
% |
121,620 |
|
2015 |
|
117,345 |
|
5.95 |
% |
No |
|
1,362 |
|
1,913 |
|
1,000 |
|
|
|
|
|
|
| ||||||||
Brass Mill Center |
|
100 |
% |
107,821 |
|
2016 |
|
93,347 |
|
4.55 |
% |
No |
|
3,344 |
|
4,664 |
|
4,884 |
|
1,582 |
|
|
|
|
| ||||||||
Coronado Center |
|
100 |
% |
155,811 |
|
2016 |
|
135,704 |
|
5.08 |
% |
No |
|
3,508 |
|
4,930 |
|
5,189 |
|
6,480 |
|
|
|
|
| ||||||||
Eastridge (WY) (8)(10) |
|
100 |
% |
33,143 |
|
2016 |
|
28,284 |
|
5.08 |
% |
No |
|
859 |
|
1,206 |
|
1,270 |
|
1,524 |
|
|
|
|
| ||||||||
Glenbrook Square |
|
100 |
% |
163,332 |
|
2016 |
|
141,325 |
|
4.91 |
% |
No |
|
3,738 |
|
5,243 |
|
5,510 |
|
7,516 |
|
|
|
|
| ||||||||
Lakeside Mall |
|
100 |
% |
164,136 |
|
2016 |
|
144,451 |
|
4.28 |
% |
No |
|
4,231 |
|
5,894 |
|
6,155 |
|
3,405 |
|
|
|
|
| ||||||||
Lincolnshire Commons |
|
100 |
% |
26,870 |
|
2016 |
|
24,629 |
|
5.98 |
% |
No |
|
401 |
|
572 |
|
607 |
|
661 |
|
|
|
|
| ||||||||
Pine Ridge Mall (8)(10) |
|
100 |
% |
22,346 |
|
2016 |
|
19,070 |
|
5.08 |
% |
No |
|
579 |
|
813 |
|
856 |
|
1,028 |
|
|
|
|
| ||||||||
Red Cliffs Mall (8)(10) |
|
100 |
% |
21,238 |
|
2016 |
|
18,125 |
|
5.08 |
% |
No |
|
549 |
|
773 |
|
814 |
|
977 |
|
|
|
|
| ||||||||
Ridgedale Center |
|
100 |
% |
163,862 |
|
2016 |
|
143,281 |
|
4.86 |
% |
No |
|
3,836 |
|
5,379 |
|
5,650 |
|
5,716 |
|
|
|
|
| ||||||||
The Maine Mall |
|
100 |
% |
199,021 |
|
2016 |
|
172,630 |
|
4.84 |
% |
No |
|
4,627 |
|
6,486 |
|
6,811 |
|
8,467 |
|
|
|
|
| ||||||||
White Marsh Mall |
|
100 |
% |
178,914 |
|
2016 |
|
163,196 |
|
5.62 |
% |
No |
|
3,308 |
|
4,179 |
|
4,557 |
|
3,674 |
|
|
|
|
| ||||||||
Apache Mall |
|
100 |
% |
99,063 |
|
2017 |
|
91,402 |
|
4.32 |
% |
No |
|
1,212 |
|
1,700 |
|
1,776 |
|
1,843 |
|
1,130 |
|
|
| ||||||||
Augusta Mall |
|
100 |
% |
167,038 |
|
2017 |
|
145,438 |
|
5.49 |
% |
No |
|
2,708 |
|
3,834 |
|
4,053 |
|
5,851 |
|
5,154 |
|
|
| ||||||||
Beachwood Place |
|
100 |
% |
224,168 |
|
2017 |
|
190,177 |
|
5.60 |
% |
No |
|
4,445 |
|
6,290 |
|
6,656 |
|
9,274 |
|
7,326 |
|
|
| ||||||||
Columbia Mall (8) |
|
100 |
% |
86,415 |
|
2017 |
|
77,540 |
|
6.05 |
% |
No |
|
1,276 |
|
1,821 |
|
1,935 |
|
2,843 |
|
1,000 |
|
|
| ||||||||
Eastridge (CA) |
|
100 |
% |
162,872 |
|
2017 |
|
143,626 |
|
5.79 |
% |
Yes - Partial |
|
2,509 |
|
3,566 |
|
3,781 |
|
5,509 |
|
3,881 |
|
|
| ||||||||
Four Seasons Town Centre |
|
100 |
% |
88,926 |
|
2017 |
|
72,532 |
|
5.60 |
% |
No |
|
2,494 |
|
3,517 |
|
3,722 |
|
4,940 |
|
1,721 |
|
|
| ||||||||
Mall of Louisiana |
|
100 |
% |
220,598 |
|
2017 |
|
191,409 |
|
5.81 |
% |
No |
|
3,750 |
|
5,326 |
|
5,647 |
|
8,074 |
|
6,392 |
|
|
| ||||||||
Market Place Shopping Center (8) |
|
100 |
% |
101,778 |
|
2017 |
|
91,325 |
|
6.05 |
% |
No |
|
1,504 |
|
2,144 |
|
2,279 |
|
3,348 |
|
1,178 |
|
|
| ||||||||
Oglethorpe Mall |
|
100 |
% |
130,246 |
|
2017 |
|
109,520 |
|
4.89 |
% |
No |
|
2,990 |
|
4,193 |
|
4,405 |
|
6,006 |
|
3,132 |
|
|
| ||||||||
Provo Towne Center (8) |
|
75 |
% |
31,135 |
|
2017 |
|
28,886 |
|
4.53 |
% |
No |
|
370 |
|
520 |
|
544 |
|
566 |
|
249 |
|
|
| ||||||||
Stonestown Galleria |
|
100 |
% |
207,376 |
|
2017 |
|
183,227 |
|
5.79 |
% |
No |
|
3,142 |
|
4,467 |
|
4,736 |
|
6,925 |
|
4,879 |
|
|
| ||||||||
Tysons Galleria |
|
100 |
% |
243,911 |
|
2017 |
|
214,755 |
|
5.72 |
% |
No |
|
3,810 |
|
5,411 |
|
5,734 |
|
8,334 |
|
5,867 |
|
|
| ||||||||
Fallbrook Center (8)(10) |
|
100 |
% |
81,673 |
|
2018 |
|
71,473 |
|
6.14 |
% |
No |
|
1,189 |
|
1,698 |
|
1,807 |
|
2,661 |
|
2,845 |
|
|
| ||||||||
DEBT |
|
DETAIL, AT SHARE(1)
As of March 31, 2013
(In thousands)
|
|
|
|
Proportionate |
|
Maturity |
|
Balloon Pmt |
|
|
|
Parent |
|
Amortization |
| ||||||||||
Property |
|
Own % |
|
Balance |
|
Year (2) |
|
at Maturity |
|
Coupon Rate |
|
3/31/2013 (3) |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
Subsequent |
|
River Hills Mall (8)(10) |
|
100 |
% |
76,869 |
|
2018 |
|
67,269 |
|
6.14 |
% |
No |
|
1,120 |
|
1,598 |
|
1,700 |
|
2,504 |
|
2,678 |
|
|
|
Sooner Mall (8)(10) |
|
100 |
% |
57,651 |
|
2018 |
|
50,452 |
|
6.14 |
% |
No |
|
839 |
|
1,199 |
|
1,275 |
|
1,878 |
|
2,008 |
|
|
|
The Gallery at Harborplace - Other |
|
100 |
% |
10,283 |
|
2018 |
|
190 |
|
6.05 |
% |
No |
|
1,276 |
|
1,796 |
|
1,907 |
|
2,026 |
|
2,152 |
|
936 |
|
Governors Square |
|
100 |
% |
71,953 |
|
2019 |
|
66,488 |
|
6.69 |
% |
No |
|
600 |
|
848 |
|
906 |
|
969 |
|
1,035 |
|
1,107 |
|
Oak View Mall |
|
100 |
% |
80,587 |
|
2019 |
|
74,467 |
|
6.69 |
% |
No |
|
671 |
|
949 |
|
1,015 |
|
1,085 |
|
1,160 |
|
1,240 |
|
Park City Center |
|
100 |
% |
192,395 |
|
2019 |
|
172,224 |
|
5.34 |
% |
No |
|
2,079 |
|
2,955 |
|
3,119 |
|
3,264 |
|
3,473 |
|
5,281 |
|
The Grand Canal Shoppes / The Shoppes at the Palazzo |
|
100 |
% |
625,000 |
|
2019 |
|
625,000 |
|
4.24 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fashion Place |
|
100 |
% |
226,730 |
|
2020 |
|
226,730 |
|
3.64 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Newgate Mall |
|
100 |
% |
58,000 |
|
2020 |
|
58,000 |
|
3.69 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Mall In Columbia |
|
100 |
% |
350,000 |
|
2020 |
|
316,928 |
|
3.95 |
% |
No |
|
|
|
|
|
1,531 |
|
6,279 |
|
6,531 |
|
18,731 |
|
Town East Mall |
|
100 |
% |
160,270 |
|
2020 |
|
160,270 |
|
3.57 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tucson Mall |
|
100 |
% |
246,000 |
|
2020 |
|
246,000 |
|
4.01 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Visalia Mall |
|
100 |
% |
74,000 |
|
2020 |
|
74,000 |
|
3.71 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deerbrook Mall |
|
100 |
% |
149,971 |
|
2021 |
|
127,934 |
|
5.25 |
% |
No |
|
1,669 |
|
2,368 |
|
2,497 |
|
2,612 |
|
2,776 |
|
10,115 |
|
Fashion Show - Other |
|
100 |
% |
5,155 |
|
2021 |
|
1,577 |
|
6.06 |
% |
Yes - Full |
|
243 |
|
342 |
|
364 |
|
386 |
|
411 |
|
1,832 |
|
Fox River Mall |
|
100 |
% |
182,735 |
|
2021 |
|
156,373 |
|
5.46 |
% |
No |
|
1,926 |
|
2,745 |
|
2,901 |
|
3,038 |
|
3,238 |
|
12,514 |
|
Northridge Fashion Center |
|
100 |
% |
244,231 |
|
2021 |
|
207,503 |
|
5.10 |
% |
No |
|
2,799 |
|
3,965 |
|
4,175 |
|
4,362 |
|
4,627 |
|
16,800 |
|
Oxmoor Center |
|
100 |
% |
92,793 |
|
2021 |
|
79,217 |
|
5.37 |
% |
No |
|
996 |
|
1,417 |
|
1,497 |
|
1,566 |
|
1,668 |
|
6,432 |
|
Park Place |
|
100 |
% |
194,950 |
|
2021 |
|
165,815 |
|
5.18 |
% |
No |
|
2,186 |
|
3,099 |
|
3,266 |
|
3,414 |
|
3,626 |
|
13,544 |
|
Providence Place |
|
100 |
% |
372,257 |
|
2021 |
|
320,526 |
|
5.65 |
% |
No |
|
3,800 |
|
5,426 |
|
5,745 |
|
6,025 |
|
6,437 |
|
24,298 |
|
Rivertown Crossings |
|
100 |
% |
165,051 |
|
2021 |
|
141,356 |
|
5.52 |
% |
No |
|
1,728 |
|
2,462 |
|
2,604 |
|
2,728 |
|
2,910 |
|
11,263 |
|
Westlake Center - Land |
|
100 |
% |
2,437 |
|
2021 |
|
2,437 |
|
12.90 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ala Moana Center |
|
100 |
% |
1,400,000 |
|
2022 |
|
1,400,000 |
|
4.23 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellis Fair |
|
100 |
% |
92,242 |
|
2022 |
|
77,060 |
|
5.23 |
% |
No |
|
1,018 |
|
1,446 |
|
1,524 |
|
1,594 |
|
1,694 |
|
7,906 |
|
Coastland Center |
|
100 |
% |
129,215 |
|
2022 |
|
102,621 |
|
3.76 |
% |
No |
|
1,737 |
|
2,416 |
|
2,509 |
|
2,594 |
|
2,707 |
|
14,631 |
|
Coral Ridge Mall |
|
100 |
% |
110,155 |
|
2022 |
|
98,394 |
|
5.71 |
% |
No |
|
|
|
|
|
349 |
|
1,449 |
|
1,533 |
|
8,430 |
|
Greenwood Mall |
|
100 |
% |
63,000 |
|
2022 |
|
57,469 |
|
4.19 |
% |
No |
|
|
|
|
|
|
|
|
|
420 |
|
5,111 |
|
North Star Mall |
|
100 |
% |
336,572 |
|
2022 |
|
270,113 |
|
3.93 |
% |
No |
|
4,436 |
|
6,189 |
|
6,440 |
|
6,666 |
|
6,973 |
|
35,755 |
|
Rogue Valley Mall |
|
100 |
% |
55,000 |
|
2022 |
|
48,245 |
|
4.50 |
% |
No |
|
|
|
|
|
138 |
|
852 |
|
899 |
|
4,866 |
|
Spokane Valley Mall (8) |
|
75 |
% |
46,715 |
|
2022 |
|
38,484 |
|
4.65 |
% |
No |
|
541 |
|
763 |
|
800 |
|
833 |
|
879 |
|
4,415 |
|
The Gallery at Harborplace |
|
100 |
% |
81,088 |
|
2022 |
|
68,096 |
|
5.24 |
% |
No |
|
840 |
|
1,193 |
|
1,258 |
|
1,315 |
|
1,398 |
|
6,988 |
|
The Oaks Mall |
|
100 |
% |
138,104 |
|
2022 |
|
112,842 |
|
4.55 |
% |
No |
|
1,601 |
|
2,251 |
|
2,357 |
|
2,451 |
|
2,584 |
|
14,018 |
|
The Shoppes at Buckland Hills |
|
100 |
% |
128,244 |
|
2022 |
|
107,820 |
|
5.19 |
% |
No |
|
1,357 |
|
1,926 |
|
2,030 |
|
2,121 |
|
2,253 |
|
10,737 |
|
The Streets at Southpoint |
|
94 |
% |
245,440 |
|
2022 |
|
207,909 |
|
4.36 |
% |
No |
|
|
|
2,345 |
|
4,163 |
|
4,348 |
|
4,542 |
|
22,133 |
|
Westroads Mall |
|
100 |
% |
155,988 |
|
2022 |
|
127,455 |
|
4.55 |
% |
No |
|
1,806 |
|
2,543 |
|
2,663 |
|
2,769 |
|
2,919 |
|
15,833 |
|
Boise Towne Square |
|
100 |
% |
136,931 |
|
2023 |
|
106,372 |
|
4.79 |
% |
No |
|
1,711 |
|
2,379 |
|
2,495 |
|
2,618 |
|
2,746 |
|
18,610 |
|
Crossroads Center (MN) |
|
100 |
% |
107,500 |
|
2023 |
|
82,963 |
|
3.25 |
% |
No |
|
1,605 |
|
2,157 |
|
2,229 |
|
2,295 |
|
2,381 |
|
13,870 |
|
Pecanland Mall |
|
100 |
% |
90,000 |
|
2023 |
|
75,750 |
|
3.88 |
% |
No |
|
|
|
|
|
1,159 |
|
1,607 |
|
1,682 |
|
9,802 |
|
Staten Island Mall |
|
100 |
% |
266,207 |
|
2023 |
|
206,942 |
|
4.77 |
% |
No |
|
3,356 |
|
4,665 |
|
4,892 |
|
5,131 |
|
5,381 |
|
35,840 |
|
The Woodlands |
|
100 |
% |
262,946 |
|
2023 |
|
207,057 |
|
5.04 |
% |
No |
|
3,220 |
|
4,485 |
|
4,716 |
|
4,959 |
|
5,215 |
|
33,294 |
|
Baybrook Mall |
|
100 |
% |
250,000 |
|
2024 |
|
212,423 |
|
5.52 |
% |
No |
|
|
|
|
|
821 |
|
3,402 |
|
3,595 |
|
29,759 |
|
Fashion Show |
|
100 |
% |
835,000 |
|
2024 |
|
835,000 |
|
4.03 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Parks At Arlington |
|
100 |
% |
250,000 |
|
2024 |
|
212,687 |
|
5.57 |
% |
No |
|
|
|
|
|
814 |
|
3,371 |
|
3,564 |
|
29,564 |
|
Mall St. Matthews |
|
100 |
% |
187,500 |
|
2025 |
|
136,575 |
|
3.58 |
% |
No |
|
2,555 |
|
3,549 |
|
3,680 |
|
3,798 |
|
3,956 |
|
33,387 |
|
Pembroke Lakes Mall |
|
100 |
% |
260,000 |
|
2025 |
|
260,000 |
|
3.56 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
Valley Plaza Mall |
|
100 |
% |
240,000 |
|
2025 |
|
206,847 |
|
3.75 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
33,153 |
|
Willowbrook Mall |
|
100 |
% |
360,000 |
|
2025 |
|
360,000 |
|
3.55 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
|
DEBT |
|
DETAIL, AT SHARE(1)
As of March 31, 2013
(In thousands)
|
|
|
|
Proportionate |
|
Maturity |
|
Balloon Pmt |
|
|
|
Parent |
|
Amortization |
| ||||||||||||||||||
Property |
|
Own % |
|
Balance |
|
Year (2) |
|
at Maturity |
|
Coupon Rate |
|
3/31/2013 (3) |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
Subsequent |
| ||||||||
Providence Place - Other |
|
100 |
% |
41,636 |
|
2028 |
|
2,381 |
|
7.75 |
% |
No |
|
1,481 |
|
1,597 |
|
1,724 |
|
1,861 |
|
2,009 |
|
30,583 |
| ||||||||
Provo Towne Center Land |
|
75 |
% |
2,250 |
|
2095 |
|
37 |
|
10.00 |
% |
Yes - Full |
|
|
|
|
|
|
|
|
|
|
|
2,213 |
| ||||||||
Consolidated Property Level |
|
|
|
$ |
14,555,647 |
|
|
|
$ |
13,145,180 |
|
4.73 |
% |
|
|
$ |
144,919 |
|
$ |
184,507 |
|
$ |
181,862 |
|
$ |
205,374 |
|
$ |
148,814 |
|
$ |
544,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Unconsolidated Property Level |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Plaza Frontenac |
|
55 |
% |
$ |
28,531 |
|
2013 |
|
$ |
28,283 |
|
7.00 |
% |
No |
|
$ |
248 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Carolina Place |
|
50 |
% |
70,059 |
|
2014 |
|
68,168 |
|
4.60 |
% |
No |
|
1,891 |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Pinnacle Hills Promenade |
|
50 |
% |
70,000 |
|
2014 |
|
70,000 |
|
5.57 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Alderwood |
|
50 |
% |
125,351 |
|
2015 |
|
120,409 |
|
6.65 |
% |
No |
|
1,506 |
|
2,128 |
|
1,308 |
|
|
|
|
|
|
| ||||||||
Quail Springs Mall |
|
50 |
% |
34,999 |
|
2015 |
|
33,432 |
|
6.74 |
% |
No |
|
508 |
|
732 |
|
327 |
|
|
|
|
|
|
| ||||||||
Towson Town Center |
|
35 |
% |
61,550 |
|
2015 |
|
59,894 |
|
3.88 |
% |
No |
|
480 |
|
687 |
|
489 |
|
|
|
|
|
|
| ||||||||
Center Pointe Plaza |
|
50 |
% |
6,238 |
|
2017 |
|
5,570 |
|
6.31 |
% |
No |
|
120 |
|
171 |
|
183 |
|
194 |
|
|
|
|
| ||||||||
Riverchase Galleria (7) |
|
50 |
% |
152,500 |
|
2017 |
|
152,500 |
|
5.65 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Saint Louis Galleria |
|
74 |
% |
160,922 |
|
2017 |
|
139,096 |
|
4.86 |
% |
No |
|
3,712 |
|
5,203 |
|
5,465 |
|
7,446 |
|
|
|
|
| ||||||||
First Colony Mall |
|
50 |
% |
92,500 |
|
2019 |
|
84,473 |
|
4.50 |
% |
No |
|
|
|
122 |
|
1,497 |
|
1,567 |
|
1,639 |
|
3,202 |
| ||||||||
Natick Mall |
|
50 |
% |
225,000 |
|
2019 |
|
209,699 |
|
4.60 |
% |
No |
|
|
|
|
|
584 |
|
3,593 |
|
3,762 |
|
7,362 |
| ||||||||
Christiana Mall |
|
50 |
% |
117,495 |
|
2020 |
|
108,697 |
|
5.10 |
% |
No |
|
|
|
|
|
401 |
|
1,622 |
|
1,725 |
|
5,050 |
| ||||||||
Kenwood Towne Centre |
|
70 |
% |
159,486 |
|
2020 |
|
137,191 |
|
5.37 |
% |
No |
|
1,770 |
|
2,517 |
|
2,659 |
|
2,784 |
|
2,964 |
|
9,601 |
| ||||||||
Oakbrook Center |
|
47 |
% |
201,702 |
|
2020 |
|
201,702 |
|
3.66 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Water Tower Place |
|
52 |
% |
99,382 |
|
2020 |
|
83,850 |
|
4.85 |
% |
No |
|
1,311 |
|
1,825 |
|
1,916 |
|
2,011 |
|
2,110 |
|
6,359 |
| ||||||||
Northbrook Court |
|
50 |
% |
65,500 |
|
2021 |
|
56,811 |
|
4.25 |
% |
No |
|
|
|
90 |
|
1,108 |
|
1,156 |
|
1,206 |
|
5,129 |
| ||||||||
Village of Merrick Park (9) |
|
55 |
% |
99,337 |
|
2021 |
|
85,797 |
|
5.73 |
% |
No |
|
1,003 |
|
1,434 |
|
1,520 |
|
1,595 |
|
1,706 |
|
6,282 |
| ||||||||
Whalers Village |
|
50 |
% |
40,000 |
|
2021 |
|
40,000 |
|
5.42 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Willowbrook Mall (TX) |
|
50 |
% |
104,620 |
|
2021 |
|
88,965 |
|
5.13 |
% |
No |
|
1,193 |
|
1,688 |
|
1,778 |
|
1,858 |
|
1,972 |
|
7,166 |
| ||||||||
Bridgewater Commons |
|
35 |
% |
105,000 |
|
2022 |
|
105,000 |
|
3.34 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Clackamas Town Center |
|
50 |
% |
108,000 |
|
2022 |
|
108,000 |
|
4.18 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Florence Mall |
|
50 |
% |
45,000 |
|
2022 |
|
45,000 |
|
4.15 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Galleria at Tyler |
|
50 |
% |
98,034 |
|
2023 |
|
76,716 |
|
5.05 |
% |
No |
|
1,166 |
|
1,624 |
|
1,708 |
|
1,796 |
|
1,889 |
|
13,135 |
| ||||||||
Lake Mead and Buffalo |
|
50 |
% |
2,355 |
|
2023 |
|
27 |
|
7.20 |
% |
No |
|
118 |
|
168 |
|
181 |
|
194 |
|
209 |
|
1,458 |
| ||||||||
Park Meadows |
|
35 |
% |
126,000 |
|
2023 |
|
112,734 |
|
4.60 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
13,266 |
| ||||||||
The Shoppes at River Crossing |
|
50 |
% |
38,675 |
|
2023 |
|
35,026 |
|
3.75 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
3,649 |
| ||||||||
The Trails Village Center |
|
50 |
% |
6,554 |
|
2023 |
|
78 |
|
8.21 |
% |
No |
|
312 |
|
447 |
|
485 |
|
527 |
|
571 |
|
4,134 |
| ||||||||
Stonebriar Centre |
|
50 |
% |
140,000 |
|
2024 |
|
120,886 |
|
4.05 |
% |
No |
|
|
|
|
|
|
|
|
|
804 |
|
18,310 |
| ||||||||
Altamonte Mall |
|
50 |
% |
80,000 |
|
2025 |
|
69,045 |
|
3.72 |
% |
No |
|
|
|
|
|
|
|
|
|
|
|
10,955 |
| ||||||||
Unconsolidated Property Level |
|
|
|
$ |
2,664,790 |
|
|
|
$ |
2,447,049 |
|
4.79 |
% |
|
|
$ |
15,338 |
|
$ |
18,836 |
|
$ |
21,609 |
|
$ |
26,343 |
|
$ |
20,557 |
|
$ |
115,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Fixed - Property Level |
|
|
|
$ |
17,220,437 |
|
|
|
$ |
15,592,229 |
|
4.74 |
% |
|
|
$ |
160,257 |
|
$ |
203,343 |
|
$ |
203,471 |
|
$ |
231,717 |
|
$ |
169,371 |
|
$ |
660,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consolidated Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Arizona Two (HHC) |
|
100 |
% |
$ |
17,830 |
|
2015 |
|
$ |
573 |
|
4.41 |
% |
Yes - Full |
|
$ |
4,650 |
|
$ |
6,445 |
|
$ |
6,162 |
|
$ |
|
|
$ |
|
|
$ |
|
|
Rouse Bonds - 2010 Indenture |
|
100 |
% |
608,688 |
|
2015 |
|
608,688 |
|
6.75 |
% |
Yes - Full |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consolidated Corporate |
|
|
|
$ |
626,518 |
|
|
|
$ |
609,261 |
|
6.68 |
% |
|
|
$ |
4,650 |
|
$ |
6,445 |
|
$ |
6,162 |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Fixed Rate Debt |
|
|
|
$ |
17,846,955 |
|
|
|
$ |
16,201,490 |
|
4.78 |
% |
|
|
$ |
164,907 |
|
$ |
209,788 |
|
$ |
209,633 |
|
$ |
231,717 |
|
$ |
169,371 |
|
$ |
660,049 |
|
DEBT |
|
DETAIL, AT SHARE(1)
As of March 31, 2013
(In thousands)
|
|
|
|
Proportionate |
|
Maturity |
|
Balloon Pmt |
|
|
|
Parent |
|
Amortization |
| ||||||||||||||||||
Property |
|
Own % |
|
Balance |
|
Year (2) |
|
at Maturity |
|
Coupon Rate |
|
3/31/2013 (3) |
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
Subsequent |
| ||||||||
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consolidated Property Level |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Oakwood Center (10) |
|
100 |
% |
$ |
46,000 |
|
2014 |
|
$ |
45,057 |
|
Libor + 225 bps |
|
Yes - Full |
|
$ |
484 |
|
$ |
459 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Columbiana Centre (8)(10) |
|
100 |
% |
96,503 |
|
2016 |
|
87,809 |
|
Libor + 325 bps |
|
Yes - Partial |
|
1,839 |
|
2,549 |
|
2,680 |
|
1,626 |
|
|
|
|
| ||||||||
Grand Teton Mall (8)(10) |
|
100 |
% |
47,167 |
|
2016 |
|
42,918 |
|
Libor + 325 bps |
|
Yes - Partial |
|
898 |
|
1,246 |
|
1,310 |
|
795 |
|
|
|
|
| ||||||||
Mayfair (8)(10) |
|
100 |
% |
276,183 |
|
2016 |
|
251,302 |
|
Libor + 325 bps |
|
Yes - Partial |
|
5,264 |
|
7,294 |
|
7,671 |
|
4,652 |
|
|
|
|
| ||||||||
Mondawmin Mall (8)(10) |
|
100 |
% |
67,456 |
|
2016 |
|
61,378 |
|
Libor + 325 bps |
|
Yes - Partial |
|
1,288 |
|
1,781 |
|
1,873 |
|
1,136 |
|
|
|
|
| ||||||||
North Town Mall (8)(10) |
|
100 |
% |
83,269 |
|
2016 |
|
75,767 |
|
Libor + 325 bps |
|
Yes - Partial |
|
1,587 |
|
2,199 |
|
2,313 |
|
1,403 |
|
|
|
|
| ||||||||
Oakwood (8)(10) |
|
100 |
% |
75,856 |
|
2016 |
|
69,022 |
|
Libor + 325 bps |
|
Yes - Partial |
|
1,446 |
|
2,003 |
|
2,107 |
|
1,278 |
|
|
|
|
| ||||||||
Pioneer Place (8)(10) |
|
100 |
% |
146,700 |
|
2016 |
|
133,484 |
|
Libor + 325 bps |
|
Yes - Partial |
|
2,797 |
|
3,874 |
|
4,074 |
|
2,471 |
|
|
|
|
| ||||||||
Southwest Plaza (8)(10) |
|
100 |
% |
98,897 |
|
2016 |
|
89,988 |
|
Libor + 325 bps |
|
Yes - Partial |
|
1,884 |
|
2,612 |
|
2,747 |
|
1,666 |
|
|
|
|
| ||||||||
The Shops at Fallen Timbers (8)(10) |
|
100 |
% |
43,688 |
|
2016 |
|
39,752 |
|
Libor + 325 bps |
|
Yes - Partial |
|
833 |
|
1,154 |
|
1,213 |
|
736 |
|
|
|
|
| ||||||||
Consolidated Property Level |
|
|
|
$ |
981,719 |
|
|
|
$ |
896,477 |
|
3.41 |
% |
|
|
$ |
18,320 |
|
$ |
25,171 |
|
$ |
25,988 |
|
$ |
15,763 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Unconsolidated Property Level |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Glendale Galleria |
|
50 |
% |
$ |
160,000 |
|
2017 |
|
$ |
150,544 |
|
Libor + 250 bps |
|
No |
|
$ |
|
|
$ |
|
|
$ |
1,200 |
|
$ |
4,764 |
|
$ |
3,492 |
|
$ |
|
|
Unconsolidated Property Level |
|
|
|
$ |
160,000 |
|
|
|
$ |
150,544 |
|
2.70 |
% |
|
|
$ |
|
|
$ |
|
|
$ |
1,200 |
|
$ |
4,764 |
|
$ |
3,492 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Consolidated Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Junior Subordinated Notes Due 2041 |
|
100 |
% |
$ |
206,200 |
|
2041 |
|
$ |
206,200 |
|
Libor + 145 bps |
|
Yes - Full |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Consolidated Corporate |
|
|
|
$ |
206,200 |
|
|
|
$ |
206,200 |
|
1.75 |
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total Variable Rate Debt |
|
|
|
$ |
1,347,919 |
|
|
|
$ |
1,253,221 |
|
3.07 |
% |
|
|
$ |
18,320 |
|
$ |
25,171 |
|
$ |
27,188 |
|
$ |
20,527 |
|
$ |
3,492 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total (4),(5) |
|
|
|
$ |
19,194,874 |
|
|
|
$ |
17,454,711 |
|
4.68 |
% |
|
|
$ |
183,227 |
|
$ |
234,959 |
|
$ |
236,821 |
|
$ |
252,244 |
|
$ |
172,863 |
|
$ |
660,049 |
|
(1) |
Proportionate share for Consolidated Properties presented exclusive of noncontrolling interests. |
(2) |
Assumes that all maturity extensions are exercised. |
(3) |
Total recourse to GGP or its subsidiaries of approximately $1.5 billion. |
(4) |
Excludes the $1.0 billion corporate revolver. As of March 31, 2013 the corporate revolver was undrawn. |
(5) |
Reflects amortization for the period subsequent to March 31, 2013. |
(6) |
This asset has been transferred to the special servicer and has a total debt of $84.8 million. |
(7) |
$45.0 million B-note is subordinate to return of GGPs additional contributed equity. |
(8) |
Loan is cross-collateralized with other properties. |
(9) |
On March 28, 2013, GGP acquired an additional 15% interest in the joint venture. |
(10) |
Properties included in $1.5 billion secured corporate loan that closed in April 2013. |
Asset Transactions
ASSET TRANSACTIONS
Summary of Dispositions For the Three Months Ended March 31, 2013 (In thousands, except GLA) |
|
|
Property |
|
Property |
|
GGP |
|
Total |
|
Gross Proceeds |
|
Debt |
|
Net Proceeds |
| |||
Closing Date |
|
Name |
|
Location |
|
Ownership % |
|
GLA |
|
at Share |
|
at Share |
|
at Share |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Dispositions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
February 2013 |
|
Southlake Mall |
|
Morrow, GA |
|
100.0 |
% |
1,013,460 |
|
$ |
80,000 |
|
$ |
96,883 |
|
$ |
|
|
February 2013 |
|
Mall of the Bluffs |
|
Council Bluffs, IA |
|
100.0 |
% |
701,830 |
|
8,500 |
|
24,278 |
|
(18,094 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Total |
|
|
|
|
|
1,715,290 |
|
$ |
88,500 |
|
$ |
121,161 |
|
$ |
(18,094 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
March 2013 |
|
Village of Merrick Park (15% share) |
|
Coral Gables, FL |
|
55.0 |
% |
803,948 |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
Total |
|
|
|
|
|
803,948 |
|
|
|
|
|
|
|
ASSET TRANSACTIONS
Discontinued Operations |
Consolidated Properties |
|
Date of Disposition |
|
2013 Dispositions |
|
|
|
U.S. Regional Malls |
|
|
|
Mall of the Bluffs |
|
February 2013 |
|
Stand Alone Offices, Strip Centers & Other Retail |
|
|
|
Southlake Mall |
|
February 2013 |
|
|
|
|
|
2012 Dispositions |
|
|
|
U.S. Regional Malls |
|
|
|
Capital Mall |
|
December 2012 |
|
Harborplace |
|
November 2012 |
|
Salem Center |
|
October 2012 |
|
Southshore Mall |
|
August 2012 |
|
Foothills Mall |
|
July 2012 |
|
The Village of Cross Keys |
|
March 2012 |
|
Stand Alone Offices, Strip Centers & Other Retail |
|
|
|
Austin Bluffs Plaza |
|
December 2012 |
|
Orem Plaza Center Street |
|
December 2012 |
|
Orem Plaza State Street |
|
December 2012 |
|
Owings Mills One and Two Corporate Center |
|
December 2012 |
|
Woodlands Village |
|
December 2012 |
|
River Pointe Plaza |
|
November 2012 |
|
West Oaks Mall |
|
November 2012 |
|
Summerlin Office Portfolio |
|
September 2012 |
|
Fremont Plaza |
|
September 2012 |
|
University Crossing |
|
September 2012 |
|
Baskin Robbins |
|
August 2012 |
|
Fort Union |
|
August 2012 |
|
70 Columbia Corporate Center |
|
August 2012 |
|
Boise Plaza |
|
June 2012 |
|
Grand Traverse Mall |
|
February 2012 |
|
Spin-off |
|
|
|
Rouse Properties, Inc. |
|
January 2012 |
|
Portfolio Operating Metrics
PORTFOLIO OPERATING METRICS
Key Operating Performance Indicators As of and for the Three Months Ended March 31, 2013 (GLA in thousands) |
GLA Summary (in thousands) (1),(2)
|
|
Number of |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Total Mall |
|
Strip Center GLA |
|
Office GLA |
|
Total GLA |
|
Total GLA at |
|
% Leased |
|
Consolidated Malls |
|
93 |
|
39,388 |
|
14,331 |
|
36,543 |
|
90,262 |
|
981 |
|
1,653 |
|
92,897 |
|
55,848 |
|
95.7 |
% |
Unconsolidated Malls |
|
31 |
|
14,790 |
|
3,337 |
|
15,453 |
|
33,580 |
|
327 |
|
873 |
|
34,780 |
|
9,419 |
|
96.2 |
% |
U.S. Regional Malls |
|
124 |
|
54,178 |
|
17,668 |
|
51,996 |
|
123,842 |
|
1,308 |
|
2,526 |
|
127,677 |
|
65,267 |
|
95.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
18 |
|
6,573 |
|
|
|
|
|
6,573 |
|
|
|
|
|
6,573 |
|
1,776 |
|
96.6 |
% |
Total U.S. Malls and International |
|
142 |
|
60,751 |
|
17,668 |
|
51,996 |
|
130,415 |
|
1,308 |
|
2,526 |
|
134,250 |
|
67,043 |
|
95.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office Properties |
|
7 |
|
28 |
|
|
|
|
|
28 |
|
|
|
911 |
|
940 |
|
940 |
|
93.2 |
% |
Strip Centers & Other Retail |
|
10 |
|
1,130 |
|
820 |
|
706 |
|
2,656 |
|
1,411 |
|
|
|
4,067 |
|
2,744 |
|
73.5 |
% |
Total Real Estate |
|
159 |
|
61,909 |
|
18,488 |
|
52,702 |
|
133,099 |
|
2,719 |
|
3,437 |
|
139,257 |
|
70,727 |
|
95.0 |
% |
Operating Metrics (4)
|
|
|
|
|
|
In-Place Rent (7) |
|
|
|
|
| |||||
March 31, 2013 (1) |
|
% Leased (5) |
|
% Occupied (6) |
|
<10K SF |
|
All Less Anchors |
|
Tenant sales (8) |
|
Occupancy Cost (9) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Consolidated Malls |
|
95.7 |
% |
93.3 |
% |
$ |
67.69 |
|
$ |
54.14 |
|
$ |
531 |
|
13.1 |
% |
Unconsolidated Malls |
|
96.2 |
% |
94.1 |
% |
74.55 |
|
62.10 |
|
630 |
|
12.1 |
% | |||
Total Malls |
|
95.8 |
% |
93.5 |
% |
$ |
69.60 |
|
$ |
56.35 |
|
$ |
558 |
|
12.8 |
% |
|
|
|
|
|
|
In-Place Rent (7) |
|
|
|
|
| |||||
March 31, 2012 |
|
% Leased (5) |
|
% Occupied (6) |
|
<10K SF |
|
All Less Anchors |
|
Tenant sales (8) |
|
Occupancy Cost (9) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Consolidated Malls |
|
93.4 |
% |
90.2 |
% |
$ |
66.41 |
|
$ |
58.11 |
|
$ |
505 |
|
13.2 |
% |
Unconsolidated Malls |
|
94.4 |
% |
90.9 |
% |
71.40 |
|
62.85 |
|
574 |
|
12.7 |
% | |||
Total Malls |
|
93.7 |
% |
90.4 |
% |
$ |
67.86 |
|
$ |
59.51 |
|
$ |
525 |
|
13.1 |
% |
1 |
Metrics exclude one asset transferred to the special servicer and one asset that is being de-leased in preparation for redevelopment. |
2 |
See Property Schedule on pages 20-27 for individual property details. |
3 |
Total GLA at Share includes assets at their respective ownership percentages and excludes tenant owned area. |
4 |
Reflects results for U.S. Regional Malls. |
5 |
Represents contractual obligations for leasable space and excludes anchor stores. |
6 |
Represents tenants physical and/or economic presence in regional malls and excludes traditional anchor stores. |
7 |
Weighted average rent of mall stores as of quarter end. Rent is presented on a cash basis and consists of base minimum rent, common area costs, and real estate taxes. |
8 |
Rolling twelve month tenant sales for mall stores less than 10,000 square feet; includes one store which was reconfigured to over 10,000 square feet in Q4 2012. |
9 |
Represents tenants less than 10,000 square feet utilizing comparative tenant sales. |
PORTFOLIO OPERATING METRICS
Signed Leases All Less Anchors As of March 31, 2013 |
All Leases - Lease Spread (1)
|
|
Commencement 2013 |
| ||||||||||
|
|
# of Leases |
|
GLA |
|
Term |
|
Initial Rent |
|
Average Rent |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
New and Renewal Leases |
|
1,125 |
|
4,240,007 |
|
7.4 |
|
$ |
56.96 |
|
$ |
62.12 |
|
Percent in Lieu |
|
21 |
|
77,732 |
|
N/A |
|
N/A |
|
N/A |
| ||
Total Leases |
|
1,146 |
|
4,317,739 |
|
7.4 |
|
$ |
56.96 |
|
$ |
62.12 |
|
|
|
Commencement 2014 |
| ||||||||||
|
|
# of Leases |
|
GLA |
|
Term |
|
Initial Rent |
|
Average Rent |
| ||
New and Renewal Leases |
|
68 |
|
501,809 |
|
11.2 |
|
$ |
37.14 |
|
$ |
40.13 |
|
Percent in Lieu |
|
|
|
|
|
N/A |
|
N/A |
|
N/A |
| ||
Total Leases |
|
68 |
|
501,809 |
|
11.2 |
|
$ |
37.14 |
|
$ |
40.13 |
|
SUITE TO SUITE - Lease Spread (4)
|
|
New and Renewal Leases (5) |
| |||||||||||||||||||||||
|
|
# of Leases |
|
SF |
|
Term |
|
Initial Rent |
|
Average Rent |
|
Expiring Rent |
|
Initial Rent |
|
Average Rent |
| |||||||||
Commencement 2013 |
|
865 |
|
2,721,910 |
|
5.9 |
|
$ |
64.44 |
|
$ |
69.81 |
|
$ |
58.02 |
|
$ |
6.43 |
|
11.1 |
% |
$ |
11.79 |
|
20.3 |
% |
Commencement 2014 |
|
56 |
|
221,298 |
|
5.7 |
|
$ |
51.38 |
|
$ |
55.41 |
|
$ |
46.60 |
|
$ |
4.77 |
|
10.2 |
% |
$ |
8.80 |
|
18.9 |
% |
Total 2013/2014 |
|
921 |
|
2,943,208 |
|
5.8 |
|
$ |
63.46 |
|
$ |
68.73 |
|
$ |
57.16 |
|
$ |
6.30 |
|
11.0 |
% |
$ |
11.57 |
|
20.2 |
% |
(1) |
Represents signed leases that are scheduled to commence in the respective period compared to expiring rent for tenants that closed or expired during the respective period. |
(2) |
Represents initial rent or average rent over the term consisting of base minimum rent, common area costs, and real estate taxes. |
(3) |
Represents expiring rent at end of lease consisting of base minimum rent, common area costs, and real estate taxes. |
(4) |
Represents signed leases that are scheduled to commence in the respective period compared to expiring rent for the prior tenant in the same suite. Suites are within 3,000 SF differences of each other. |
(5) |
Represents leases where downtime between the new and previous tenant was less than 9 months. |
PORTFOLIO OPERATING METRICS
Lease Expiration Schedule and Top Ten Tenants |
Year |
|
Number of Expiring Leases |
|
Expiring GLA at 100% |
|
Percent of Total |
|
Expiring Rent |
|
Expiring Rent ($psf) |
| ||
Specialty Leasing |
|
1,269 |
|
2,718,924 |
|
5.2 |
% |
$ |
55,792 |
|
$ |
21.52 |
|
2013 |
|
971 |
|
2,805,462 |
|
5.4 |
% |
159,929 |
|
$ |
60.63 |
| |
2014 |
|
1,696 |
|
5,638,469 |
|
10.9 |
% |
299,301 |
|
$ |
56.74 |
| |
2015 |
|
1,570 |
|
5,181,818 |
|
9.9 |
% |
314,325 |
|
$ |
62.99 |
| |
2016 |
|
1,541 |
|
5,224,474 |
|
10.1 |
% |
343,126 |
|
$ |
66.63 |
| |
2017 |
|
1,455 |
|
5,344,972 |
|
10.3 |
% |
337,387 |
|
$ |
64.38 |
| |
2018 |
|
1,273 |
|
4,973,193 |
|
9.6 |
% |
354,731 |
|
$ |
72.37 |
| |
2019 |
|
792 |
|
3,842,043 |
|
7.4 |
% |
265,023 |
|
$ |
69.31 |
| |
2020 |
|
680 |
|
2,850,942 |
|
5.5 |
% |
196,859 |
|
$ |
69.62 |
| |
2021 |
|
751 |
|
2,996,097 |
|
5.8 |
% |
210,614 |
|
$ |
71.24 |
| |
2022 |
|
887 |
|
3,665,903 |
|
7.0 |
% |
261,116 |
|
$ |
71.78 |
| |
Subsequent |
|
805 |
|
6,685,784 |
|
12.9 |
% |
354,310 |
|
$ |
54.54 |
| |
Total |
|
13,690 |
|
51,928,081 |
|
100.0 |
% |
$ |
3,152,513 |
|
$ |
62.39 |
|
Top Ten Largest Tenants |
|
Primary DBA |
|
Percent of Minimum |
|
|
|
|
|
|
|
LIMITED BRANDS, INC |
|
Victorias Secret, Bath & Body Works, PINK |
|
3.1 |
% |
THE GAP, INC. |
|
Gap, Banana Republic, Old Navy |
|
2.9 |
% |
FOOT LOCKER, INC |
|
Footlocker, Champs Sports, Footaction USA |
|
2.2 |
% |
ABERCROMBIE & FITCH STORES, INC |
|
Abercrombie, Abercrombie & Fitch, Hollister, Gilly Hicks |
|
2.2 |
% |
FOREVER 21, INC |
|
Forever 21 |
|
2.1 |
% |
GOLDEN GATE CAPITAL |
|
Express, J. Jill, Eddie Bauer |
|
1.9 |
% |
AMERICAN EAGLE OUTFITTERS, INC |
|
American Eagle, Aerie, Martin + Osa |
|
1.4 |
% |
MACYS INC. |
|
Macys, Bloomingdales |
|
1.4 |
% |
GENESCO INC. |
|
Journeys, Lids, Underground Station, Johnston & Murphy |
|
1.3 |
% |
LUXOTTICA RETAIL NORTH AMERICA INC |
|
Lenscrafters, Sunglass Hut, Pearle Vision |
|
1.3 |
% |
Totals |
|
|
|
19.8 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Consolidated Regional Malls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ala Moana Center |
|
Macys, Neiman Marcus, Sears, Nordstrom |
|
100% |
|
Honolulu, HI |
|
973,122 |
|
829,114 |
|
200,000 |
|
14,042 |
|
364,306 |
|
2,380,584 |
|
97.2 |
% |
Apache Mall |
|
Herbergers, JCPenney, Macys, Sears |
|
100% |
|
Rochester, MN |
|
269,957 |
|
320,202 |
|
162,790 |
|
|
|
|
|
752,949 |
|
96.8 |
% |
Augusta Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Augusta, GA |
|
500,517 |
|
|
|
597,223 |
|
|
|
|
|
1,097,740 |
|
97.7 |
% |
Baybrook Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Friendswood (Houston), TX |
|
436,011 |
|
96,605 |
|
720,931 |
|
|
|
|
|
1,253,547 |
|
100.0 |
% |
Bayside Marketplace |
|
|
|
100% |
|
Miami, FL |
|
218,393 |
|
|
|
|
|
|
|
|
|
218,393 |
|
94.2 |
% |
Beachwood Place |
|
Dillards, Nordstrom, Saks Fifth Avenue |
|
100% |
|
Beachwood, OH |
|
344,850 |
|
317,347 |
|
247,000 |
|
|
|
|
|
909,197 |
|
90.2 |
% |
Bellis Fair |
|
JCPenney, Kohls, Macys, Sears, Target |
|
100% |
|
Bellingham (Seattle), WA |
|
355,314 |
|
100,400 |
|
237,910 |
|
|
|
|
|
693,624 |
|
99.3 |
% |
Boise Towne Square |
|
Dillards, JCPenney, Macys, Sears, Kohls |
|
100% |
|
Boise, ID |
|
425,090 |
|
425,556 |
|
247,714 |
|
|
|
|
|
1,098,360 |
|
96.9 |
% |
Brass Mill Center |
|
Burlington Coat Factory, JCPenney, Macys, Sears |
|
100% |
|
Waterbury, CT |
|
395,311 |
|
267,471 |
|
319,391 |
|
197,033 |
|
|
|
1,179,206 |
|
91.8 |
% |
Burlington Town Center |
|
Macys |
|
100% |
|
Burlington, VT |
|
154,836 |
|
|
|
146,753 |
|
|
|
54,617 |
|
356,206 |
|
92.7 |
% |
Coastland Center |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Naples, FL |
|
334,518 |
|
123,921 |
|
466,469 |
|
|
|
|
|
924,908 |
|
88.8 |
% |
Columbia Mall |
|
Dillards, JCPenney, Sears, Target |
|
100% |
|
Columbia, MO |
|
314,440 |
|
85,972 |
|
335,088 |
|
|
|
|
|
735,500 |
|
90.0 |
% |
Columbiana Centre |
|
Belk, Dillards, JCPenney, Sears |
|
100% |
|
Columbia, SC |
|
266,934 |
|
198,334 |
|
360,643 |
|
|
|
|
|
825,911 |
|
98.0 |
% |
Coral Ridge Mall |
|
Dillards, JCPenney, Sears, Target, Younkers |
|
100% |
|
Coralville (Iowa City), IA |
|
522,675 |
|
98,596 |
|
442,365 |
|
|
|
|
|
1,063,636 |
|
97.2 |
% |
Coronado Center |
|
JCPenney, Kohls, Macys, Sears |
|
100% |
|
Albuquerque, NM |
|
401,029 |
|
277,650 |
|
468,375 |
|
|
|
|
|
1,147,054 |
|
96.8 |
% |
Crossroads Center |
|
JCPenney, Macys, Sears, Target |
|
100% |
|
St. Cloud, MN |
|
366,769 |
|
294,167 |
|
229,275 |
|
|
|
|
|
890,211 |
|
96.5 |
% |
Cumberland Mall |
|
Costco, Macys, Sears |
|
100% |
|
Atlanta, GA |
|
383,713 |
|
147,409 |
|
500,575 |
|
|
|
|
|
1,031,697 |
|
96.8 |
% |
Deerbrook Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Humble (Houston), TX |
|
554,239 |
|
|
|
653,540 |
|
|
|
|
|
1,207,779 |
|
99.5 |
% |
Eastridge Mall WY |
|
JCPenney, Macys, Sears, Target |
|
100% |
|
Casper, WY |
|
275,714 |
|
213,913 |
|
75,883 |
|
|
|
|
|
565,510 |
|
94.5 |
% |
Eastridge Mall CA |
|
JCPenney, Macys, Sears |
|
100% |
|
San Jose, CA |
|
631,708 |
|
246,261 |
|
426,000 |
|
|
|
|
|
1,303,969 |
|
98.2 |
% |
Eden Prairie Center |
|
Kohls, Sears, Target, Von Maur, JCPenney |
|
100% |
|
Eden Prairie (Minneapolis), MN |
|
402,769 |
|
279,422 |
|
454,220 |
|
|
|
|
|
1,136,411 |
|
94.4 |
% |
Fashion Place |
|
Dillards, Nordstrom, Sears |
|
100% |
|
Murray, UT |
|
444,767 |
|
281,175 |
|
319,603 |
|
|
|
|
|
1,045,545 |
|
100.0 |
% |
Fashion Show |
|
Bloomingdales Home, Dillards, Macys, Neiman Marcus, Nordstrom, Saks Fifth Avenue |
|
100% |
|
Las Vegas, NV |
|
664,382 |
|
271,635 |
|
861,653 |
|
|
|
|
|
1,797,670 |
|
96.2 |
% |
Four Seasons Town Centre |
|
Belk, Dillards, JCPenney |
|
100% |
|
Greensboro, NC |
|
443,036 |
|
429,969 |
|
212,047 |
|
|
|
27,720 |
|
1,112,772 |
|
90.7 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Fox River Mall |
|
JCPenney, Macys, Sears, Target, Younkers |
|
100% |
|
Appleton, WI |
|
616,790 |
|
30,000 |
|
564,914 |
|
|
|
|
|
1,211,704 |
|
94.6 |
% |
Glenbrook Square |
|
JCPenney, Macys, Sears, Bon Ton |
|
100% |
|
Fort Wayne, IN |
|
450,306 |
|
555,870 |
|
221,000 |
|
|
|
|
|
1,227,176 |
|
94.4 |
% |
Governors Square |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Tallahassee, FL |
|
330,040 |
|
|
|
691,605 |
|
|
|
|
|
1,021,645 |
|
94.5 |
% |
Grand Teton Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Idaho Falls, ID |
|
209,778 |
|
323,925 |
|
|
|
93,274 |
|
|
|
626,977 |
|
99.0 |
% |
Greenwood Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Bowling Green, KY |
|
415,441 |
|
156,096 |
|
272,957 |
|
|
|
|
|
844,494 |
|
99.8 |
% |
Hulen Mall |
|
Dillards, Macys, Sears |
|
100% |
|
Ft. Worth, TX |
|
397,865 |
|
|
|
596,570 |
|
|
|
|
|
994,435 |
|
98.3 |
% |
Jordan Creek Town Center |
|
Dillards, Younkers |
|
100% |
|
West Des Moines, IA |
|
720,388 |
|
|
|
349,760 |
|
233,077 |
|
|
|
1,303,225 |
|
98.8 |
% |
Lakeside Mall |
|
JCPenney, Lord & Taylor, Macys, Macys Mens & Home, Sears |
|
100% |
|
Sterling Heights, MI |
|
486,007 |
|
115,300 |
|
905,418 |
|
|
|
|
|
1,506,725 |
|
83.4 |
% |
Lynnhaven Mall |
|
Dillards, JCPenney, Macys |
|
100% |
|
Virginia Beach, VA |
|
581,078 |
|
217,834 |
|
500,958 |
|
|
|
|
|
1,299,870 |
|
95.4 |
% |
Mall Of Louisiana |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Baton Rouge, LA |
|
610,036 |
|
|
|
805,630 |
|
143,619 |
|
|
|
1,559,285 |
|
98.2 |
% |
Mall St. Matthews |
|
Dillards, Dillards Mens & Home, JCPenney |
|
100% |
|
Louisville, KY |
|
501,393 |
|
120,000 |
|
395,705 |
|
|
|
|
|
1,017,098 |
|
97.5 |
% |
Market Place Shopping Center |
|
Bergners, JCPenney, Macys, Sears |
|
100% |
|
Champaign, IL |
|
416,126 |
|
385,766 |
|
149,980 |
|
|
|
|
|
951,872 |
|
94.2 |
% |
Mayfair |
|
Boston Store, Macys |
|
100% |
|
Wauwatosa (Milwaukee), WI |
|
613,892 |
|
288,596 |
|
210,714 |
|
|
|
314,106 |
|
1,427,308 |
|
99.1 |
% |
Meadows Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Las Vegas, NV |
|
307,270 |
|
|
|
636,853 |
|
|
|
|
|
944,123 |
|
96.2 |
% |
Mondawmin Mall |
|
|
|
100% |
|
Baltimore, MD |
|
374,664 |
|
|
|
|
|
|
|
65,317 |
|
439,981 |
|
96.7 |
% |
Newgate Mall |
|
Dillards, Sears |
|
100% |
|
Ogden (Salt Lake City), UT |
|
346,805 |
|
218,874 |
|
118,919 |
|
|
|
|
|
684,598 |
|
93.5 |
% |
North Point Mall |
|
Dillards, JCPenney, Macys, Sears, Von Maur |
|
100% |
|
Alpharetta (Atlanta), GA |
|
429,660 |
|
539,850 |
|
363,151 |
|
|
|
|
|
1,332,661 |
|
96.6 |
% |
North Star Mall |
|
Dillards, Macys, Saks Fifth Avenue, JCPenney |
|
100% |
|
San Antonio, TX |
|
549,397 |
|
173,198 |
|
522,126 |
|
|
|
|
|
1,244,721 |
|
99.3 |
% |
Northridge Fashion Center |
|
JCPenney, Macys, Sears |
|
100% |
|
Northridge (Los Angeles), CA |
|
641,076 |
|
|
|
824,443 |
|
|
|
|
|
1,465,519 |
|
97.2 |
% |
Northtown Mall |
|
JCPenney, Kohls, Macys, Sears |
|
100% |
|
Spokane, WA |
|
404,287 |
|
310,859 |
|
242,392 |
|
|
|
|
|
957,538 |
|
92.1 |
% |
Oak View Mall |
|
Dillards, JCPenney, Sears, Younkers |
|
100% |
|
Omaha, NE |
|
257,074 |
|
149,326 |
|
454,860 |
|
|
|
|
|
861,260 |
|
89.3 |
% |
Oakwood Center |
|
Dillards, JCPenney, Sears |
|
100% |
|
Gretna, LA |
|
282,994 |
|
|
|
514,028 |
|
|
|
|
|
797,022 |
|
96.7 |
% |
Oakwood Mall |
|
JCPenney, Macys, Sears, Younkers |
|
100% |
|
Eau Claire, WI |
|
398,672 |
|
116,620 |
|
298,224 |
|
|
|
|
|
813,516 |
|
94.8 |
% |
Oglethorpe Mall |
|
Belk, JCPenney, Macys, Sears |
|
100% |
|
Savannah, GA |
|
406,143 |
|
220,824 |
|
315,760 |
|
|
|
|
|
942,727 |
|
95.4 |
% |
Oxmoor Center |
|
Macys, Sears, Von Maur |
|
100% |
|
Louisville, KY |
|
336,927 |
|
156,000 |
|
411,210 |
|
|
|
|
|
904,137 |
|
96.4 |
% |
Paramus Park |
|
Macys, Sears |
|
100% |
|
Paramus, NJ |
|
305,901 |
|
|
|
459,057 |
|
|
|
|
|
764,958 |
|
96.3 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Park City Center |
|
Bon Ton, Boscovs, JCPenney, Kohls, Sears |
|
100% |
|
Lancaster (Philadelphia), PA |
|
537,563 |
|
514,917 |
|
384,980 |
|
|
|
|
|
1,437,460 |
|
94.1 |
% |
Park Place |
|
Dillards, Macys, Sears |
|
100% |
|
Tucson, AZ |
|
474,935 |
|
|
|
581,457 |
|
|
|
|
|
1,056,392 |
|
98.0 |
% |
Peachtree Mall |
|
Dillards, JCPenney, Macys, Parisian |
|
100% |
|
Columbus, GA |
|
296,060 |
|
|
|
508,615 |
|
|
|
12,600 |
|
817,275 |
|
90.2 |
% |
Pecanland Mall |
|
Belk, Dillards, JCPenney, Sears, Burlington Coat Factory |
|
100% |
|
Monroe, LA |
|
349,754 |
|
83,398 |
|
532,038 |
|
|
|
|
|
965,190 |
|
95.9 |
% |
Pembroke Lakes Mall |
|
Dillards, Dillards Mens & Home, JCPenney, Macys, Macys Home Store, Sears |
|
100% |
|
Pembroke Pines (Fort Lauderdale), FL |
|
350,831 |
|
395,219 |
|
386,056 |
|
|
|
|
|
1,132,106 |
|
94.8 |
% |
Pine Ridge Mall |
|
Herbergers, JCPenney, Sears, Shopko |
|
100% |
|
Pocatello, ID |
|
190,108 |
|
435,328 |
|
|
|
|
|
|
|
625,436 |
|
70.8 |
% |
Pioneer Place |
|
|
|
100% |
|
Portland, OR |
|
346,456 |
|
|
|
|
|
|
|
287,377 |
|
633,833 |
|
89.3 |
% |
Prince Kuhio Plaza |
|
Macys, Sears |
|
100% |
|
Hilo, HI |
|
290,988 |
|
124,547 |
|
61,873 |
|
|
|
|
|
477,408 |
|
95.7 |
% |
Providence Place |
|
JCPenney, Macys, Nordstrom |
|
100% |
|
Providence, RI |
|
745,940 |
|
|
|
513,691 |
|
|
|
|
|
1,259,631 |
|
98.7 |
% |
Provo Towne Centre |
|
Dillards, JCPenney, Sears |
|
75% |
|
Provo, UT |
|
300,172 |
|
285,479 |
|
206,240 |
|
|
|
|
|
791,891 |
|
83.3 |
% |
Red Cliffs Mall |
|
Dillards, JCPenney, Sears |
|
100% |
|
St. George, UT |
|
147,822 |
|
235,031 |
|
|
|
57,304 |
|
|
|
440,157 |
|
93.1 |
% |
Ridgedale Center |
|
JCPenney, Macys, Sears |
|
100% |
|
Minnetonka, MN |
|
325,031 |
|
|
|
702,380 |
|
|
|
|
|
1,027,411 |
|
93.8 |
% |
River Hills Mall |
|
Herbergers, JCPenney, Sears, Target |
|
100% |
|
Mankato, MN |
|
352,553 |
|
189,559 |
|
174,383 |
|
|
|
|
|
716,495 |
|
98.5 |
% |
Rivertown Crossings |
|
JCPenney, Kohls, Macys, Sears, Younkers |
|
100% |
|
Grandville (Grand Rapids), MI |
|
631,546 |
|
|
|
635,625 |
|
|
|
|
|
1,267,171 |
|
96.0 |
% |
Rogue Valley Mall |
|
JCPenney, Kohls, Macys, Macys Home Store |
|
100% |
|
Medford (Portland), OR |
|
282,980 |
|
170,625 |
|
186,359 |
|
|
|
|
|
639,964 |
|
87.4 |
% |
Sooner Mall |
|
Dillards, JCPenney, Sears |
|
100% |
|
Norman, OK |
|
203,947 |
|
129,823 |
|
137,082 |
|
|
|
|
|
470,852 |
|
99.7 |
% |
Southwest Plaza |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Littleton (Denver), CO |
|
694,361 |
|
93,630 |
|
541,851 |
|
|
|
63,128 |
|
1,392,970 |
|
86.9 |
% |
Spokane Valley Mall |
|
JCPenney, Macys, Sears |
|
75% |
|
Spokane, WA |
|
349,897 |
|
126,243 |
|
252,841 |
|
132,048 |
|
|
|
861,029 |
|
97.3 |
% |
Staten Island Mall |
|
Macys, Sears, JCPenney |
|
100% |
|
Staten Island, NY |
|
535,254 |
|
|
|
657,363 |
|
83,151 |
|
|
|
1,275,768 |
|
95.2 |
% |
Stonestown Galleria |
|
Macys, Nordstrom |
|
100% |
|
San Francisco, CA |
|
424,709 |
|
160,505 |
|
267,788 |
|
|
|
55,419 |
|
908,421 |
|
94.9 |
% |
The Crossroads |
|
Burlington Coat Factory, JCPenney, Macys, Sears |
|
100% |
|
Portage (Kalamazoo), MI |
|
265,802 |
|
|
|
502,960 |
|
|
|
|
|
768,762 |
|
95.1 |
% |
The Gallery At Harborplace |
|
|
|
100% |
|
Baltimore, MD |
|
130,839 |
|
|
|
|
|
|
|
263,771 |
|
394,610 |
|
85.8 |
% |
The Grand Canal Shoppes |
|
|
|
100% |
|
Las Vegas, NV |
|
450,428 |
|
|
|
|
|
|
|
34,414 |
|
484,842 |
|
99.3 |
% |
The Maine Mall |
|
JCPenney, Macys, Sears, Bon Ton |
|
100% |
|
South Portland, ME |
|
509,778 |
|
120,844 |
|
377,662 |
|
|
|
|
|
1,008,284 |
|
97.3 |
% |
The Mall In Columbia |
|
JCPenney, Lord & Taylor, Macys, Nordstrom, Sears |
|
100% |
|
Columbia, MD |
|
597,825 |
|
212,847 |
|
587,321 |
|
|
|
|
|
1,397,993 |
|
99.1 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
The Oaks Mall |
|
Belk, Dillards, JCPenney, Macys, Sears |
|
100% |
|
Gainesville, FL |
|
343,925 |
|
233,367 |
|
324,500 |
|
|
|
|
|
901,792 |
|
97.0 |
% |
The Parks At Arlington |
|
Dillards, Jcpenney, Macys, Sears |
|
100% |
|
Arlington (Dallas), TX |
|
696,739 |
|
63,857 |
|
748,945 |
|
|
|
|
|
1,509,541 |
|
98.6 |
% |
The Shoppes At Buckland Hills |
|
JCPenney, Macys, Macys Mens & Home, Sears |
|
100% |
|
Manchester, CT |
|
525,154 |
|
|
|
512,611 |
|
|
|
|
|
1,037,765 |
|
92.2 |
% |
The Shoppes At The Palazzo |
|
Barneys New York |
|
100% |
|
Las Vegas, NV |
|
203,966 |
|
84,743 |
|
|
|
|
|
|
|
288,709 |
|
99.5 |
% |
The Shops At Fallen Timbers |
|
Dillards, JCPenney |
|
100% |
|
Maumee, OH |
|
332,103 |
|
|
|
261,502 |
|
|
|
|
|
593,605 |
|
95.5 |
% |
The Shops at La Cantera |
|
Dillards, Macys, Neiman Marcus, Nordstrom |
|
75% |
|
San Antonio, TX |
|
590,771 |
|
|
|
627,597 |
|
|
|
71,157 |
|
1,289,525 |
|
98.3 |
% |
The Streets At Southpoint |
|
Hudson Belk, JCPenney, Macys, Nordstrom, Sears |
|
94% |
|
Durham, NC |
|
607,132 |
|
|
|
726,347 |
|
|
|
|
|
1,333,479 |
|
97.7 |
% |
The Woodlands Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Woodlands (Houston), TX |
|
573,651 |
|
167,480 |
|
575,438 |
|
|
|
39,471 |
|
1,356,040 |
|
98.7 |
% |
Town East Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Mesquite (Dallas), TX |
|
415,967 |
|
|
|
809,386 |
|
|
|
|
|
1,225,353 |
|
96.7 |
% |
Tucson Mall |
|
Dillards, JCPenney, Macys, Sears |
|
100% |
|
Tucson, AZ |
|
620,443 |
|
|
|
641,458 |
|
27,305 |
|
|
|
1,289,206 |
|
98.4 |
% |
Tysons Galleria |
|
Macys, Neiman Marcus, Saks Fifth Avenue |
|
100% |
|
McLean (Washington, D.C.), VA |
|
302,755 |
|
|
|
511,933 |
|
|
|
|
|
814,688 |
|
99.5 |
% |
Valley Plaza Mall |
|
JCPenney, Macys, Sears, Target |
|
100% |
|
Bakersfield, CA |
|
516,816 |
|
147,792 |
|
509,176 |
|
|
|
|
|
1,173,784 |
|
98.1 |
% |
Visalia Mall |
|
JCPenney, Macys |
|
100% |
|
Visalia, CA |
|
181,377 |
|
257,000 |
|
|
|
|
|
|
|
438,377 |
|
91.2 |
% |
Westlake Center |
|
|
|
100% |
|
Seattle, WA |
|
105,892 |
|
|
|
|
|
|
|
|
|
105,892 |
|
93.0 |
% |
Westroads Mall |
|
JCPenney, Von Maur, Younkers |
|
100% |
|
Omaha, NE |
|
538,745 |
|
|
|
529,402 |
|
|
|
|
|
1,068,147 |
|
94.8 |
% |
White Marsh Mall |
|
Boscovs, JCPenney, Macys, Macys Home Store, Sears |
|
100% |
|
Baltimore, MD |
|
436,779 |
|
257,345 |
|
466,010 |
|
|
|
|
|
1,160,134 |
|
95.6 |
% |
Willowbrook |
|
Bloomingdales, Lord & Taylor, Macys, Sears |
|
100% |
|
Wayne, NJ |
|
490,971 |
|
2,060 |
|
1,028,000 |
|
|
|
|
|
1,521,031 |
|
97.4 |
% |
Woodbridge Center |
|
JCPenney, Lord & Taylor, Macys, Sears, Boscovs |
|
100% |
|
Woodbridge, NJ |
|
648,632 |
|
455,739 |
|
560,935 |
|
|
|
|
|
1,665,306 |
|
95.8 |
% |
Total Consolidated Regional Malls |
|
|
|
|
|
Count: 93 |
|
39,387,501 |
|
14,331,435 |
|
36,543,487 |
|
980,853 |
|
1,653,403 |
|
92,896,678 |
|
95.7 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Unconsolidated Regional Malls |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alderwood |
|
JCPenney, Macys, Nordstrom, Sears |
|
50% |
|
Lynnwood (Seattle), WA |
|
578,183 |
|
|
|
705,898 |
|
|
|
|
|
1,284,081 |
|
98.8 |
% |
Altamonte Mall |
|
Dillards, JCPenney, Macys, Sears |
|
50% |
|
Altamonte Springs (Orlando), FL |
|
475,308 |
|
158,658 |
|
519,890 |
|
|
|
|
|
1,153,856 |
|
93.1 |
% |
Bridgewater Commons |
|
Bloomingdales, Lord & Taylor, Macys |
|
35% |
|
Bridgewater, NJ |
|
395,420 |
|
150,525 |
|
352,351 |
|
93,799 |
|
|
|
992,095 |
|
97.7 |
% |
Carolina Place |
|
Belk, Dillards, JCPenney, Macys, Sears |
|
50% |
|
Pineville (Charlotte), NC |
|
383,087 |
|
277,404 |
|
496,098 |
|
|
|
|
|
1,156,589 |
|
97.3 |
% |
Christiana Mall |
|
JCPenney, Macys, Nordstrom, Target |
|
50% |
|
Newark, DE |
|
470,476 |
|
|
|
641,312 |
|
|
|
|
|
1,111,788 |
|
99.6 |
% |
Clackamas Town Center |
|
JCPenney, Macys, Macys Home Store, Nordstrom, Sears |
|
50% |
|
Happy Valley, OR |
|
600,939 |
|
|
|
774,842 |
|
|
|
|
|
1,375,781 |
|
95.4 |
% |
First Colony Mall |
|
Dillards, Dillards Mens & Home, JCPenney, Macys |
|
50% |
|
Sugar Land, TX |
|
504,846 |
|
|
|
619,048 |
|
|
|
|
|
1,123,894 |
|
97.7 |
% |
Florence Mall |
|
JCPenney, Macys, Macys Home Store, Sears |
|
50% |
|
Florence (Cincinnati, OH), KY |
|
394,504 |
|
|
|
552,407 |
|
|
|
|
|
946,911 |
|
92.9 |
% |
Galleria At Tyler |
|
JCPenney, Macys, Nordstrom |
|
50% |
|
Riverside, CA |
|
538,379 |
|
|
|
468,208 |
|
|
|
|
|
1,006,587 |
|
99.3 |
% |
Glendale Galleria |
|
JCPenney, Macys, Nordstrom, Target, Bloomingdlaes |
|
50% |
|
Glendale, CA |
|
489,584 |
|
115,000 |
|
715,000 |
|
|
|
138,177 |
|
1,457,761 |
|
93.5 |
% |
Kenwood Towne Centre (5) |
|
Dillards, Macys, Nordstrom |
|
50% |
|
Cincinnati, OH |
|
519,130 |
|
240,656 |
|
400,665 |
|
|
|
|
|
1,160,451 |
|
97.6 |
% |
Mizner Park |
|
Lord & Taylor |
|
50% |
|
Boca Raton, FL |
|
177,519 |
|
79,822 |
|
|
|
|
|
259,492 |
|
516,833 |
|
93.9 |
% |
Natick Mall (9) |
|
JCPenney, Lord & Taylor, Macys, Sears, Neiman Marcus, Nordstrom |
|
50% |
|
Natick (Boston), MA |
|
742,124 |
|
194,558 |
|
753,092 |
|
|
|
|
|
1,689,774 |
|
97.8 |
% |
Neshaminy Mall |
|
Boscovs, Macys, Sears |
|
50% |
|
Bensalem, PA |
|
410,059 |
|
188,394 |
|
418,595 |
|
|
|
|
|
1,017,048 |
|
95.5 |
% |
Northbrook Court |
|
Lord & Taylor, Macys, Neiman Marcus |
|
50% |
|
Northbrook (Chicago), IL |
|
476,221 |
|
126,000 |
|
410,277 |
|
|
|
|
|
1,012,498 |
|
93.4 |
% |
Oakbrook Center |
|
Lord & Taylor, Macys, Neiman Marcus, Nordstrom, Sears |
|
48% |
|
Oak Brook (Chicago), IL |
|
786,126 |
|
413,667 |
|
771,911 |
|
|
|
239,292 |
|
2,210,996 |
|
93.9 |
% |
Otay Ranch Town Center |
|
Macys |
|
50% |
|
Chula Vista (San Diego), CA |
|
512,877 |
|
|
|
140,000 |
|
|
|
|
|
652,877 |
|
92.2 |
% |
Park Meadows |
|
Dillards, JCPenney, Macys, Nordstrom |
|
35% |
|
Lone Tree, CO |
|
756,833 |
|
|
|
823,000 |
|
|
|
|
|
1,579,833 |
|
98.2 |
% |
Perimeter Mall |
|
Dillards, Macys, Nordstrom, Von Maur |
|
50% |
|
Atlanta, GA |
|
505,350 |
|
222,056 |
|
831,218 |
|
|
|
|
|
1,558,624 |
|
96.4 |
% |
Pinnacle Hills Promenade |
|
Dillards, JCPenney |
|
50% |
|
Rogers, AR |
|
360,462 |
|
98,540 |
|
162,140 |
|
233,307 |
|
45,889 |
|
900,338 |
|
94.4 |
% |
Plaza Frontenac |
|
Neiman Marcus, Saks Fifth Avenue, |
|
55% |
|
St. Louis, MO |
|
222,154 |
|
125,669 |
|
135,044 |
|
|
|
|
|
482,867 |
|
95.2 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Quail Springs Mall |
|
Dillards, JCPenney, Macys, Sears |
|
50% |
|
Oklahoma City, OK |
|
451,547 |
|
182,257 |
|
505,596 |
|
|
|
|
|
1,139,400 |
|
97.6 |
% |
Riverchase Galleria |
|
Belk, Belk Home Store, JCPenney, Macys, Sears, Von Maur |
|
50% |
|
Hoover (Birmingham), AL |
|
500,313 |
|
467,220 |
|
610,026 |
|
|
|
|
|
1,577,559 |
|
92.4 |
% |
Saint Louis Galleria (6) |
|
Dillards, Macys, Nordstrom |
|
74% |
|
St. Louis, MO |
|
464,683 |
|
|
|
714,052 |
|
|
|
|
|
1,178,735 |
|
95.4 |
% |
Stonebriar Centre |
|
Dillards, JCPenney, Macys, Nordstrom, Sears |
|
50% |
|
Frisco (Dallas), TX |
|
785,127 |
|
|
|
865,192 |
|
|
|
|
|
1,650,319 |
|
99.4 |
% |
The Shoppes At River Crossing |
|
Belk, Dillards |
|
50% |
|
Macon, GA |
|
369,030 |
|
|
|
333,219 |
|
|
|
|
|
702,249 |
|
98.8 |
% |
Towson Town Center |
|
Macys, Nordstrom |
|
35% |
|
Towson, MD |
|
598,485 |
|
|
|
419,129 |
|
|
|
|
|
1,017,614 |
|
97.6 |
% |
Village Of Merrick Park (10) |
|
Neiman Marcus, Nordstrom |
|
55% |
|
Coral Gables, FL |
|
408,310 |
|
|
|
330,000 |
|
|
|
101,263 |
|
839,573 |
|
88.9 |
% |
Water Tower Place |
|
Macys |
|
52% |
|
Chicago, IL |
|
392,831 |
|
296,128 |
|
|
|
|
|
88,809 |
|
777,768 |
|
97.8 |
% |
Whalers Village |
|
|
|
50% |
|
Lahaina, HI |
|
105,493 |
|
|
|
|
|
|
|
|
|
105,493 |
|
98.9 |
% |
Willowbrook Mall |
|
Dillards, JCPenney, Macys, Macys Mens, Sears |
|
50% |
|
Houston, TX |
|
415,014 |
|
|
|
984,372 |
|
|
|
|
|
1,399,386 |
|
98.0 |
% |
Total Unconsolidated Regional Malls |
|
|
|
|
|
Count: 31 |
|
14,790,414 |
|
3,336,554 |
|
15,452,582 |
|
327,106 |
|
872,922 |
|
34,779,578 |
|
96.2 |
% |
Total Regional Malls (7) |
|
|
|
|
|
Count: 124 |
|
54,177,915 |
|
17,667,989 |
|
51,996,069 |
|
1,307,959 |
|
2,526,325 |
|
127,676,256 |
|
95.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Properties (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bangu Shopping |
|
|
|
40% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
569,641 |
|
|
|
|
|
|
|
|
|
569,641 |
|
100.0 |
% |
Boulevard Shopping Belem |
|
|
|
30% |
|
Belem, Brazil |
|
423,380 |
|
|
|
|
|
|
|
|
|
423,380 |
|
91.5 |
% |
Boulevard Shopping Belo Horizonte |
|
|
|
28% |
|
Belo Horizonte, Minas Gerais (Brazil) |
|
463,020 |
|
|
|
|
|
|
|
|
|
463,020 |
|
93.1 |
% |
Boulevard Shopping Brasilia |
|
|
|
20% |
|
Brasilia, Brazil |
|
183,005 |
|
|
|
|
|
|
|
|
|
183,005 |
|
93.6 |
% |
Boulevard Shopping Campos |
|
|
|
40% |
|
Campose dos Goytacazes (Brazil) |
|
197,055 |
|
|
|
|
|
|
|
|
|
197,055 |
|
99.9 |
% |
Boulevard Shopping Vila Velha |
|
|
|
20% |
|
Vila Velha, Espirito Santo (Brazil) |
|
331,556 |
|
|
|
|
|
|
|
|
|
331,556 |
|
88.3 |
% |
Carioca Shopping |
|
|
|
40% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
256,240 |
|
|
|
|
|
|
|
|
|
256,240 |
|
99.3 |
% |
Caxias Shopping |
|
|
|
36% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
275,105 |
|
|
|
|
|
|
|
|
|
275,105 |
|
99.3 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Parque Shopping Belem |
|
|
|
20% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
329,985 |
|
|
|
|
|
|
|
|
|
329,985 |
|
97.8 |
% |
Santana Parque Shopping |
|
|
|
20% |
|
Sao Paulo, Sao Paulo (Brazil) |
|
285,617 |
|
|
|
|
|
|
|
|
|
285,617 |
|
96.5 |
% |
Shopping Grande Rio |
|
|
|
10% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
395,792 |
|
|
|
|
|
|
|
|
|
395,792 |
|
99.5 |
% |
Shopping Iguatemi Salvador |
|
|
|
29% |
|
Salvador, Bahia (Brazil) |
|
695,582 |
|
|
|
|
|
|
|
|
|
695,582 |
|
99.6 |
% |
Shopping Leblon |
|
|
|
35% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
250,539 |
|
|
|
|
|
|
|
|
|
250,539 |
|
99.0 |
% |
Shopping Nacoes Bauru |
|
|
|
30% |
|
Bauru, Sao Paulo (Brazil) |
|
285,101 |
|
|
|
|
|
|
|
|
|
285,101 |
|
84.7 |
% |
Shopping Santa Ursula |
|
|
|
15% |
|
Ribeirao Preto, Brazil |
|
247,486 |
|
|
|
|
|
|
|
|
|
247,486 |
|
97.0 |
% |
Shopping Taboao |
|
|
|
31% |
|
Taboao da Serra, Sao Paulo (Brazil) |
|
394,643 |
|
|
|
|
|
|
|
|
|
394,643 |
|
99.9 |
% |
Shopping West Plaza |
|
|
|
10% |
|
Sao Paulo, Sao Paulo (Brazil) |
|
365,084 |
|
|
|
|
|
|
|
|
|
365,084 |
|
94.7 |
% |
Via Parque Shopping |
|
|
|
28% |
|
Rio de Janeiro, Rio de Janeiro (Brazil) |
|
624,121 |
|
|
|
|
|
|
|
|
|
624,121 |
|
99.4 |
% |
International Properties (3) |
|
|
|
|
|
Count: 18 |
|
6,572,950 |
|
|
|
|
|
|
|
|
|
6,572,950 |
|
96.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stand Alone Offices, Strip Centers & Other Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
6,500 |
|
|
|
|
|
|
|
87,363 |
|
93,863 |
|
88.9 |
% |
20 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
|
|
|
|
|
|
|
|
103,766 |
|
103,766 |
|
84.4 |
% |
30 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
14,165 |
|
|
|
|
|
|
|
129,212 |
|
143,377 |
|
96.9 |
% |
40 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
|
|
|
|
|
|
|
|
135,879 |
|
135,879 |
|
93.6 |
% |
50 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
7,750 |
|
|
|
|
|
|
|
110,942 |
|
118,692 |
|
99.0 |
% |
60 Columbia Corporate Center |
|
|
|
100% |
|
Columbia, MD |
|
|
|
|
|
|
|
|
|
102,084 |
|
102,084 |
|
99.0 |
% |
Center Point Plaza (4) |
|
|
|
50% |
|
Las Vegas, NV |
|
70,299 |
|
|
|
|
|
74,392 |
|
|
|
144,691 |
|
96.5 |
% |
Columbia Bank Drive Thru |
|
|
|
100% |
|
Columbia, MD |
|
17,000 |
|
|
|
|
|
|
|
|
|
17,000 |
|
100.0 |
% |
Fallbrook Center |
|
|
|
100% |
|
West Hills (Los Angeles), CA |
|
|
|
|
|
|
|
875,642 |
|
|
|
875,642 |
|
85.0 |
% |
Lake Mead & Buffalo (4) |
|
|
|
50% |
|
Las Vegas, NV |
|
64,991 |
|
|
|
|
|
85,957 |
|
|
|
150,948 |
|
99.2 |
% |
Lincolnshire Commons |
|
|
|
100% |
|
Lincolnshire (Chicago), IL |
|
|
|
|
|
|
|
118,562 |
|
|
|
118,562 |
|
98.8 |
% |
Lockport Mall |
|
|
|
100% |
|
Lockport, NY |
|
|
|
|
|
|
|
9,114 |
|
|
|
9,114 |
|
100.0 |
% |
PORTFOLIO OPERATING METRICS |
Property Schedule
As of March 31, 2013
Property Name |
|
Anchors |
|
Own % |
|
Location |
|
Mall and |
|
Anchor GLA |
|
Anchor GLA |
|
Strip Center |
|
Office GLA |
|
Total GLA |
|
Retail |
|
Owings Mills Mall (2) |
|
JCPenney, Macys |
|
50% |
|
Owings Mills, MD |
|
438,017 |
|
340,000 |
|
307,037 |
|
|
|
|
|
1,085,054 |
|
N/A |
|
Plaza 800 |
|
|
|
100% |
|
Sparks (Reno), NV |
|
|
|
|
|
|
|
72,431 |
|
|
|
72,431 |
|
87.5 |
% |
Regency Square Mall (8) |
|
Belk, Dillards, JCPenney, Sears |
|
100% |
|
Jacksonville, FL |
|
539,636 |
|
479,846 |
|
399,155 |
|
|
|
|
|
1,418,637 |
|
N/A |
|
Senate Plaza |
|
|
|
100% |
|
Harrisburg-Carlisle, PA |
|
|
|
|
|
|
|
|
|
241,946 |
|
241,946 |
|
90.9 |
% |
The Trails Village Center (4) |
|
|
|
50% |
|
Las Vegas, NV |
|
|
|
|
|
|
|
174,644 |
|
|
|
174,644 |
|
97.8 |
% |
|
|
|
|
|
|
Office Count: 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Office: 93.2% |
|
Total Stand Alone Offices, Strip Centers & Other Retail |
|
|
|
|
|
Strip Center & Other Retail Count: 10 |
|
1,158,358 |
|
819,846 |
|
706,192 |
|
1,410,742 |
|
911,192 |
|
5,006,330 |
|
73.5 |
% |
(1) For stand alone offices, office occupancy is presented.
(2) The Owings Mills Mall space is currently being de-leased in preparation for planned redevelopment.
(3) GGPs investment in Brazil is through an ownership interest in Aliansce and Luanda. For these properties, only Mall and Freestanding GLA is presented.
(4) Third party managed strip center.
(5) Ownership percentage includes retained debt $91.8 million.
(6) Ownership of the St. Louis Galleria is more than 50% but management decisions are decided by the joint venture and the entity is unconsolidated for reporting purposes.
(7) Refer to page 17 (Key Operating Performance Indicators).
(8) This asset has been transferred to the special servicer.
(9) In current year presentation, the Company combined Natick West with Natick Mall into one property.
(10) On March 28, 2013, GGP acquired an additional 15% interest in the joint venture.
Miscellaneous
MISCELLANEOUS
Capital Information (in thousands, except per share amounts) |
|
|
March 31, 2013 |
| |
|
|
|
| |
Closing common stock price per share |
|
$ |
19.88 |
|
52 Week High (1) |
|
21.25 |
| |
52 Week Low (1) |
|
15.85 |
| |
|
|
|
| |
Portfolio Net Debt, at Share |
|
|
| |
Portfolio Debt |
|
|
| |
Fixed |
|
$ |
17,846,955 |
|
Variable (2) |
|
1,693,347 |
| |
Total Portfolio Debt |
|
19,540,302 |
| |
Less: Cash and Cash Equivalents |
|
(722,820 |
) | |
Portfolio Net Debt |
|
$ |
18,817,482 |
|
|
|
|
| |
Portfolio Capitalization Data |
|
|
| |
Portfolio Net Debt |
|
$ |
18,817,482 |
|
Preferred Securities: |
|
|
| |
Perpetual Preferred Units at 8.25% |
|
5,000 |
| |
Convertible Preferred Units at 6.50% |
|
26,637 |
| |
Convertible Preferred Units at 7.00% |
|
25,133 |
| |
Convertible Preferred Units at 8.50% |
|
79,357 |
| |
Preferred stock at 6.375% |
|
242,042 |
| |
Other Preferred Stock |
|
360 |
| |
Total Preferred Securities |
|
$ |
378,529 |
|
|
|
|
| |
Common stock and Operating Partnership units outstanding at end of period (3), (4) |
|
$ |
18,802,426 |
|
Total Market Capitalization at end of period |
|
$ |
37,998,437 |
|
(1) 52-week pricing information includes the intra-day highs and lows.
(2) Includes Shopping Leblon / Aliansce (Brazil) debt of approximately $345.4 million.
(3) Amount calculated as outstanding shares at the end of the period multiplied by the closing share price plus outstanding partnership units multiplied by a conversion rate of 1.0397624 multiplied by the closing share price.
(4) Amount presented net of 27.5 million treasury shares.
MISCELLANEOUS
Change in Total Common and Equivalent Shares |
Rollforward of Shares to March 31, 2013 |
|
Operating Partnership |
|
Company Common |
|
Total Common Shares |
|
|
|
|
|
(In thousands) |
|
|
|
Outstanding at December 31, 2012 |
|
6,406 |
|
939,049 |
|
945,455 |
|
Common Unit Cash Conversion |
|
(234 |
) |
|
|
(234 |
) |
DRIP |
|
|
|
7 |
|
7 |
|
Issuance of stock for restricted stock grants, net of forfeitures and stock options exercised |
|
|
|
238 |
|
238 |
|
Issuance of stock for employee stock purchase program |
|
|
|
85 |
|
85 |
|
Common Shares and OP Units Outstanding at March 31, 2013 |
|
6,172 |
|
939,379 |
|
945,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares issuable assuming exercise of warrants (1) |
|
|
|
43,175 |
|
|
|
Common Shares issuable assuming exercise of in-the-money stock options (2) |
|
|
|
3,197 |
|
|
|
Common Shares issuable assuming exchange of OP Units |
|
|
|
6,417 |
|
|
|
Diluted Common Shares and OP Units Outstanding at March 31, 2013 |
|
|
|
992,168 |
|
|
|
|
|
Three Months Ended |
| ||
|
|
March 31, 2013 |
|
March 31, 2012 |
|
|
|
(In thousands) |
| ||
Weighted average number of company shares outstanding |
|
939,271 |
|
937,274 |
|
Weighted average number of GAAP dilutive warrants(3) |
|
|
|
|
|
Diluted weighted average number of Company shares outstanding - GAAP EPS |
|
939,271 |
|
937,274 |
|
|
|
|
|
|
|
Weighted average number of common units |
|
6,574 |
|
6,860 |
|
Weighted average number of stock options(3) |
|
3,077 |
|
1,673 |
|
Weighted average number of warrants(4) |
|
50,387 |
|
52,543 |
|
Diluted weighted average number of Company shares outstanding - FFO/Company FFO |
|
999,309 |
|
998,350 |
|
(1) GGP has 73.9 million warrants outstanding and convertible into 1.1220 Common Shares with a weighted average exercise price of $9.5323, with a scheduled expiration of November 9, 2017. 16.4 million warrants must be satisfied through net share settlement, with the remainder through either a net or full share settlement feature at the option of the holder.
Pursuant to the Plan, warrants to purchase equity were issued to the Plan Sponsors on the Effective Date. The warrants are fully vested and the exercise prices will be subject to adjustment for future dividends, stock dividends, splits or reverse splits of our common stock or certain other events as are customary with such instruments at declaration. As a result of the transaction on January 28, 2013, Brookfield Asset Management, Inc. is now the sole third party holder of GGPs remaining outstanding warrants.
Shares Subject |
|
Weighted Average Exercise Price |
|
Expiration Date |
|
Impact of Dividend issued to stockholders of record as of December |
|
Impact of settling warrants via net share | |||
57,500,000 |
|
$ |
9.5818 |
|
Nov 9, 2017 |
|
Reduces exercise price to $9.5818 |
|
Increases number of Common shares per warrant to 1.1220 |
|
Net share: 64,515,000 x [19.88 - 9.5818] /19.88 = |
16,428,571 |
|
$ |
9.3591 |
|
Nov 9, 2017 |
|
Reduces exercise price to $9.3591 |
|
Increases number of Common shares per warrant to 1.1220 |
|
Net share: 18,432,857 x [19.88 - 9.3591] /19.88 = |
73,928,571 |
|
$ |
9.5323 |
|
|
|
|
|
|
|
43,174,980 shares delivered |
(2) The options are included at net share settlement.
(3) In 2013 and 2012, the impact of stock options are anti-dilutive under GAAP, but dilutive for FFO.
(4) In 2013 and 2012, the impact of the warrants are anti-dilutive under GAAP, but dilutive for FFO.
(5) Based on dividend of $0.11 per share issued to stockholders of record on December 14, 2012.
(6) Based on stock price of $19.88 on March 31, 2013.
MISCELLANEOUS
Development Summary |
Selected Expansions and Redevelopments (in millions, at share unless otherwise noted) (1) |
| ||||||||||||||||
Property |
|
Description |
|
Ownership % |
|
GGPs Total Projected |
|
GGPs Investment to |
|
Expected Return on |
|
Estimated Construction Start |
|
Expected Construction |
| ||
Major Redevelopment Summary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Ala Moana Center Honolulu, HI |
|
Demolish existing Sears store and expand mall, adding anchor, box and inline tenants, reconfigure center court and renovate existing center |
|
100% |
|
$ |
572.2 |
|
$ |
203.5 |
|
9-10 |
% |
Under Construction |
|
Q4 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Christiana Mall Newark, DE |
|
Addition of Cabelas and Cinemark Theaters |
|
50% |
|
10.6 |
|
0.9 |
|
10-11 |
% |
Q2 2013 |
|
Q4 2014 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Fashion Show Las Vegas, NV |
|
Addition of Macys Mens, inline and new vertical transportation |
|
100% |
|
38.5 |
|
20.3 |
|
20 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Glendale Galleria Glendale, CA |
|
Addition of Bloomingdales, remerchandising, business development and renovation |
|
50% |
|
51.7 |
|
13.0 |
|
11-12 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
The Mall in Columbia Columbia, MD |
|
Lifestyle expansion |
|
100% |
|
23.6 |
|
1.3 |
|
11-12 |
% |
Under Construction |
|
Q2 2014 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
North Point Alpharetta, GA |
|
Demolish vacant Parisian store and construct new theater |
|
100% |
|
9.7 |
|
1.6 |
|
11-12 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Oakbrook Center Oakbrook, IL |
|
Conversion of former anchor space into box tenants and inline |
|
48% |
|
15.0 |
|
4.8 |
|
10-11 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Oakwood Center Gretna, LA |
|
West wing redevelopment and Dicks Sporting Goods |
|
100% |
|
15.2 |
|
0.4 |
|
10-11 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Pioneer Place Portland, OR |
|
Conversion of former anchor building into box tenant and restaurant |
|
100% |
|
11.3 |
|
1.9 |
|
18-20 |
% |
Under Construction |
|
Q4 2013 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
The Woodlands Woodlands, TX |
|
Addition of Nordstrom in former Sears box |
|
100% |
|
48.3 |
|
14.1 |
|
7-9 |
% |
Under Construction |
|
Q3 2014 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Other Projects Various Malls |
|
Redevelopment projects at various malls (14 total) |
|
N/A |
|
102.4 |
|
36.3 |
|
8-10 |
% |
Under Construction |
|
N/A |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
$ |
898.5 |
|
$ |
298.1 |
|
10-11 |
% |
|
|
|
|
(1) |
Excludes international projects. |
(2) |
Projected costs and investment to date are presented on a cash basis. |
(3) |
Return on investment represents first year stabilized cash on cost return, based upon budgeted assumptions. Actual costs may vary. |
(4) |
The Glendale Galleria Project ROI includes income related to uplift on existing space. |
MISCELLANEOUS
Capital Expenditures |
Expenditures ($ in thousands)
|
|
Three Months Ended |
|
Three Months Ended |
| ||
|
|
|
|
|
| ||
Capital expenditures (1), (2) |
|
$ |
25,462 |
|
$ |
19,842 |
|
Tenant allowances and capitalized leasing costs (3) |
|
36,880 |
|
23,652 |
| ||
Total |
|
$ |
62,342 |
|
$ |
43,494 |
|
(1) Reflects only non-tenant operating capital expenditures. Certain prior period amounts have been reclassified to conform to the current period presentation.
(2) Restated from prior filings to exclude discontinued operations.
(3) Reflects tenant allowances on current operating properties.
MISCELLANEOUS
Corporate Information |
Reporting Calendar
Results for the next three quarters will be announced according to the following approximate schedule:
Quarter |
|
Earnings Release Date |
|
Earnings Call Date |
|
Q2 2013 |
|
July 29, 2013 |
|
July 30, 2013 |
|
Q3 2013 |
|
October 28, 2013 |
|
October 29, 2013 |
|
Q4 2013 |
|
February 3, 2014 |
|
February 4, 2014 |
|
Stock Information
Common Stock
NYSE: GGP
6.375% Series A Cumulative Redeemable Perpetual Preferred Stock
NYSE: GGP PrA
Security |
|
Quarter |
|
Declaration Date |
|
Record Date |
|
Date Payable or Paid |
|
Dividend per Share |
| |
Common Stock |
|
Q1 2013 |
|
February 4, 2013 |
|
April 16, 2013 |
|
April 30, 2013 |
|
$ |
0.12 |
|
Common Stock |
|
Q4 2012 |
|
November 26, 2012 |
|
December 14, 2012 |
|
January 4, 2013 |
|
$ |
0.11 |
|
6.375% Series A Cumulative Redeemable Perpetual Preferred Stock |
|
Q1 2013 |
|
March 5, 2013 |
|
March 15, 2013 |
|
April 1, 2013 |
|
$ |
0.2125 |
|
Investor Relations |
|
Media Contact |
|
Transfer Agent |
|
|
|
|
|
|
|
Kevin Berry |
|
David Keating |
|
American Stock Transfer & Trust Company, LLC |
|
Vice President, Investor Relations |
|
Vice President, Corporate Communications |
|
6201 15th Avenue |
|
Phone (312) 960-5529 |
|
Phone (312) 960-6325 |
|
Brooklyn, NY 11219 |
|
kevin.berry@ggp.com |
|
david.keating@ggp.com |
|
Phone: (866) 627-2643 |
|
|
|
|
|
Foreign Investor Line: |
|
|
|
|
|
+1 718 921-8124 |
|
MISCELLANEOUS
Glossary of Terms |
Terms |
|
Description |
Gross Leasable Area (GLA) |
|
Total gross leasable space at 100%. |
|
|
|
Mall and Freestanding |
|
Inline mall shop and outparcel retail locations (locations that are not attached to the primary complex of buildings that comprise a shopping center). Excludes anchor stores. |
|
|
|
Anchor/Traditional Anchor |
|
Department stores whose merchandise appeals to a broad range of shoppers. Anchors either own their stores, the land under them and adjacent parking areas, or enter into long-term leases at rates that are generally lower than the rents charged to mall store tenants. |
|
|
|
Strip Center |
|
An attached row of stores or service outlets managed as a coherent retail entity, with on-site parking usually located in front of the stores. Open canopies may connect the storefronts, but a strip center does not have enclosed walkways linking the stores. |
|
|
|
Office |
|
Leasable office space, either peripheral to a retail center or a stand-alone office building without a retail component. |
|
|
|
Specialty Leasing |
|
Temporary tenants on license agreements (as opposed to leases) with terms in excess of twelve months. License agreements are cancellable by the Company with 60 days notice. |
|
|
|
Same Store NOI - U.S. Regional Malls |
|
Company NOI that excludes the periodic effects of acquisitions, dispositions and changes in ownership specific to the U.S. Regional Mall Portfolio. |
Operating Metrics |
|
Description |
Leased |
|
Leased area represents the sum of: (1) tenant occupied space under lease, (2) all leases signed for currently vacant space and (3) tenants no longer occupying space, but still paying rent for all inline mall shop and outparcel retail locations, excluding anchors (Leased Area). Leased percentage is the Leased Area over the Mall and Freestanding Area. |
|
|
|
Occupied |
|
Occupied area represents the sum of: (1) tenant occupied space under lease (2) tenants no longer occupying space, but still paying rent, and (3) tenants with a signed lease paying rent, but not yet opened for all inline mall shop and outparcel retail locations, excluding anchors (Occupied Area). Occupied percentage is the Occupied Area over the Mall and Freestanding Area. |
|
|
|
Tenant Sales |
|
Comparative rolling twelve month sales for mall stores less than 10,000 square feet. |
|
|
|
Occupancy Cost |
|
Ratio of total tenant charges to comparative sales for tenants less than 10,000 square feet. |
|
|
|
In-Place Rent |
|
Weighted average rental rate of mall stores as of a point in time. Rent is presented on a cash basis and consists of base minimum rent, common area costs, and real estate taxes. |
|
|
|
Expiring Rent |
|
Represents rent at the end of the lease consisting of base minimum rent, common area costs, and real estate taxes. |
|
|
|
Initial Rent |
|
Represents initial rent at the time of rent commencement consisting of base minimum rent, common area costs, and real estate taxes. |
|
|
|
Average Rent |
|
Represents average rent over the term consisting of base minimum rent, common area costs, and real estate taxes. |
|
|
|
Initial Rent Spread |
|
Dollar spread between Initial Rent and Expiring Rent. |
|
|
|
Average Rent Spread |
|
Dollar spread between Average Rent and Expiring Rent. |
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