UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Heritage Property Investment Trust, Inc. |
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For more information contact:
AT THE COMPANY | | FINANCIAL RELATIONS BOARD |
Patrick O’Sullivan | | Claire Koeneman | | Joe Calabrese |
Vice President, Finance and Accounting | | (Analyst Info) | | (General Info) |
(617) 247-2200 | | (312) 640-6745 | | (212) 827-3772 |
posullivan@heritagerealty.com | | | | |
FOR IMMEDIATE RELEASE
HERITAGE PROPERTY INVESTMENT TRUST, INC. REPORTS
RESULTS FOR SECOND QUARTER
Boston, MA…August 9, 2006…Heritage Property Investment Trust, Inc. (NYSE:HTG) (“Heritage” or the “Company”), today reported results of its operations for the three and six months ended June 30, 2006.
FINANCIAL RESULTS
For the three months ended June 30, 2006, Funds from Operations, or “FFO,” a widely accepted measure of REIT performance, was $26.2 million, or $0.54 per share, as compared to $25.9 million, or $0.54 per share, for the same three-month period in 2005. For the six months ended June 30, 2006, FFO was $57.9 million, or $1.19 per share, as compared to $62.9 million, or $1.32 per share, for the same six-month period in 2005.
Net income attributable to common shareholders was $19.0 million for the three months ended June 30, 2006, or $0.39 per share, as compared to $1.3 million, or $0.03 per share, for the same three-month period in 2005. Net income attributable to common shareholders was $22.6 million for the six months ended June 30, 2006, or $0.47 per share, as compared to $14.5 million, or $0.31 per share for the same six-month period in 2005.
All per share amounts are stated on a diluted basis. During the three and six month periods ended June 30, 2006, the Company recorded losses of $4.6 million and $6.7 million, respectively, in connection with the impairment of three shopping centers located in Alabama and one shopping center located in Wisconsin and the early extinguishment of indebtedness with respect to three properties sold. These losses correspondingly reduced both FFO and net income attributable to common shareholders by $0.09 per share and $0.14 per share for the three and six months ended June 30, 2006, respectively.
The results set forth in this release also reflect the impact of the Company’s previously completed restatement of its financial statements for the three and six months ended June 30, 2005. For the three and six months ended June 30, 2005, the impact of the tax-offset provision that gave rise to the restatement increased general and administrative expenses by $7.9 million and $4.6 million, respectively. The increased general and administrative expenses correspondingly reduced both FFO and net income attributable to common shareholders by $0.16 per share and $0.09 per share for the three and six months ended June 30, 2005, respectively. As previously announced, the tax-offset provision that gave rise to the restatement was eliminated on December 30, 2005.
FFO represents a non-generally accepted accounting principle (GAAP) financial measure. A table reconciling FFO to net income, the GAAP measure the Company believes to be most directly comparable to FFO, is presented within the consolidated financial statements included in this release.
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PROPOSED MERGER WITH CENTRO
On July 9, 2006, the Company entered into an Agreement and Plan of Merger with Centro Saturn LLC, a Delaware limited liability company (“Parent”), and Centro Saturn MergerSub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“MergerSub”). Parent and MergerSub are affiliates of Centro Properties Group, an Australian publicly-traded real estate company.
Pursuant to the merger agreement, at the effective time of the merger, the Company will merge with and into MergerSub, the Company’s separate corporate existence will cease and MergerSub will survive the merger and continue to exist as a wholly-owned subsidiary of Parent. In the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by us, our subsidiaries or MergerSub) will be converted into, and canceled in exchange for, the right to receive $36.15 in cash, without interest and less any applicable withholding taxes, plus, if we have not yet paid our regular dividend on our common stock with respect to the third quarter of 2006, an amount per share equal to $0.525 multiplied by the quotient (provided that if the quotient exceeds one it shall be deemed to equal one) obtained by dividing the number of days between June 30, 2006 and the closing date by 92 (the number of days in the third quarter of 2006), without interest and less any applicable withholding taxes No dividends will be paid with respect to the Company’s common stock after the completion of the Company’s third quarter.
In addition, in connection with the merger, Parent and MergerSub will offer to each holder of units of limited partnership interest in one of the Company’s operating partnerships, Bradley Operating Limited Partnership, the opportunity to receive in cash, in exchange for each OP unit, an amount equal to $36.15 in cash, plus, if the regular distribution in respect of OP units has not been paid with respect to the third quarter of 2006, an amount equal to $0.525 multiplied by the quotient (provided that if the quotient exceeds one it shall be deemed to equal one) obtained by dividing the number of days between June 30, 2006 and the closing date by 92 (the number of days in the third quarter of 2006), without interest and less any applicable withholding taxes. Any holder of OP units who either elects not to accept this offer, or fails to submit that holder’s election form in a timely manner, will remain a limited partner in Bradley OP and continue to hold his, her or its OP units with rights, terms and conditions set forth in an amended partnership agreement of Bradley OP to be entered into in connection with the merger.
The merger, which is expected to close during the fourth quarter of 2006, is subject to various closing conditions, including, among other things, the requisite approval of the merger agreement by the holders of a majority of the outstanding common stock of the Company. The closing of the merger is not subject to a financing condition.
BALANCE SHEET POSITION
As of June 30, 2006, Heritage’s market capitalization was $3.1 billion, including an aggregate of $1.4 billion of indebtedness, resulting in a debt-to-total market capitalization ratio of 44.7%. Heritage’s indebtedness had a weighted average interest rate of 6.4% with an average maturity of 3.7 years. Approximately 57.1% of the Company’s total debt is unsecured. As of June 30, 2006, $231 million was outstanding under the Company’s $400 million line of credit. On August 1, 2006, the Company repaid in full its $100 million bridge loan with additional borrowings under the Company’s line of credit.
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PORTFOLIO OVERVIEW
General
As of June 30, 2006, Heritage had a shopping center portfolio of 159 properties, located in 27 states and totaling approximately 32.6 million square feet of total gross leasable area or “GLA,” of which approximately 27.2 million square feet is Company-owned GLA. The shopping center portfolio was approximately 92.1% leased as of June 30, 2006.
Leasing Activity
During the second quarter of 2006, the Company executed 152 leases (new and renewed), for 671,000 square feet in the Company’s shopping center portfolio. In doing so, the Company achieved a 5.5% increase over prior rents on a cash basis from $12.79 per square foot to $13.50 per square foot. For the first six months of 2006, the Company has signed 301 leases (new and renewed), for 1.6 million square feet in the Company’s shopping center portfolio. In doing so, the Company achieved a 5.9% increase over prior rents on a cash basis from $10.89 per square foot to $11.53 per square foot.
At June 30, 2006, the percentage of the Company’s portfolio leased was 92.1%. At March 31, 2006, the Company’s portfolio was 92.0% leased.
Same Property Operating Results
With respect to the properties owned by the Company for the three- and six-month periods ended June 30, 2006 and 2005, our same property net operating income, or “NOI,” was as follows:
Same Property Operating Data
(in thousands)
| | Three Months Ended June 30, | | | |
| | 2006 | | 2005 | | | |
Real estate revenue | | $ | 81,255 | | $ | 81,241 | | | |
Operating expenses | | (23,998 | ) | (22,820 | ) | | |
Net Operating Income | | 57,257 | | 58,421 | | (2.0 | )% |
Less: Lease termination income | | — | | (1 | ) | | |
Net Operating Income, as adjusted | | $ | 57,257 | | $ | 58,420 | | (2.0 | )% |
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Same Property Operating Data
(in thousands)
| | Six Months Ended June 30, | | | |
| | 2006 | | 2005 | | | |
Real estate revenue | | $ | 163,995 | | $ | 163,867 | | | |
Operating expenses | | (48,718 | ) | (48,381 | ) | | |
Net Operating Income | | 115,277 | | 115,486 | | (0.2 | )% |
Less: Lease termination income | | (49 | ) | (365 | ) | | |
Net Operating Income, as adjusted | | $ | 115,228 | | $ | 115,121 | | 0.1 | % |
A table reconciling the Company’s same property NOI to net income, the GAAP measure the Company believes to be most directly comparable to same property NOI, is presented within the consolidated financial statements included in this release.
Investment Activity
Dispositions
In April 2006, the Company completed the disposition of eight shopping centers in Nebraska and South Dakota, comprising 0.8 million square feet of Company-owned GLA, for $69.4 million, resulting in a gain of $17.4 million. The shopping centers were sold as a portfolio to a single buyer and represented all of the Company’s shopping centers in Nebraska and South Dakota.
In April 2006, the Company completed the disposition of Salem Consumer Square, a shopping center located in Trotwood, Ohio comprising 0.3 million square feet of Company-owned GLA, for $23.1 million, resulting in a gain of $1.3 million. In connection with the sale, the Company incurred a loss of approximately $1.3 million from a prepayment penalty related to the early extinguishment of the mortgage loan on the shopping center.
In June 2006, the Company completed the disposition of three properties located in Alabama, comprising 0.5 million square feet of Company-owned GLA, for $39.9 million. The shopping centers were sold as a portfolio to a single buyer and represented all of the Company’s shopping centers in Alabama. In connection with the sale, the Company recorded a loss of $2.0 million due to the impairment of two of these properties in the first quarter of 2006. During the second quarter of 2006, the Company recorded an additional impairment loss of $1.4 million on all three properties. In addition, the Company incurred a net loss of approximately $1.7 million from the early extinguishment of the mortgage loan on two of the shopping centers.
During the six-month period ended June 30, 2006, the Company disposed of two parcels of land in separate transactions for a total purchase price of $0.3 million, resulting in a total gain of $0.2 million.
Development Joint Venture Activity
In May 2006, the Company’s joint venture for the construction of a new approximately 625,000 square foot development to be located in La Vista, Nebraska, completed the sale an 11-acre parcel of land to Cabela’s, a leading specialty retailer of hunting, fishing, camping and related
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outdoor merchandise. Heritage currently expects that Cabela’s will open its new, approximately 125,000 square foot location later this year.
Heritage also announced that it has entered into a joint venture for the construction of a new approximately 485,000 square foot development to be located in Riverhead, Long Island, New York. The shopping center will be located on a busy retail corridor along the eastern end of the Long Island Expressway across from a Tanger outlet mall. The joint venture is with Developers Realty Corporation, an Eastern U.S. developer located in West Hartford, Connecticut. Heritage contributed approximately $31.5 million to the joint venture to enable it to purchase the 42 acre parcel on which the shopping center will be located. The first phase of this project is expected to be anchored by Costco and completed in the first half of 2008.
DIVIDEND PAYMENT
On July 17, 2006, the Company paid its regular quarterly dividend of $0.525 per common share to shareholders of record on June 30, 2006.
NO EARNINGS GUIDANCE AND NO CONFERENCE CALL
The Company is not providing earnings guidance for the third quarter nor is it hosting a conference call to discuss its second quarter results due to the proposed merger with Centro.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger involving the Company and affiliates of The Centro Properties Group. In connection with the transaction, the Company will file a definitive proxy statement with the SEC. Stockholders are urged to read the definitive proxy statement carefully and in its entirety when it becomes available because it will contain important information about the proposed transaction. The final proxy statement will be mailed to the Company’s stockholders. In addition, the proxy statement and other documents will be available free of charge on the SEC’s Internet Web site, http://www.sec.gov. When available, the definitive proxy statement and other pertinent documents also may be obtained free of charge at the Company’s website, www.heritagerealty.com.
The Company and its directors and officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect to the proposed transactions. Information regarding the Company’s directors and executive officers is detailed in its proxy statements and annual reports on Form 10-K, previously filed with the SEC, and the definitive proxy statement relating to the proposed transactions, when it becomes available.
ABOUT HERITAGE PROPERTY INVESTMENT TRUST, INC.
Heritage is a fully integrated, self-administered and self-managed REIT traded on the New York Stock Exchange under the symbol “HTG.” Heritage is one of the largest owners and operators of neighborhood and community shopping centers in the United States. Heritage focuses on grocer-anchored shopping centers with multiple anchors. Heritage is headquartered in Boston, Massachusetts and has an additional 15 regional offices located in the Eastern, Midwestern and Southwestern United States. For more information about Heritage, please refer to Heritage’s website, www.heritagerealty.com.
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A copy of Heritage’s second quarter 2006 “Supplemental Operating and Financial Data” is available on the Investor Relations section of the Company’s website at www.heritagerealty.com. These materials are also available by written request to:
Investor Relations
Heritage Property Investment Trust, Inc.
131 Dartmouth St.
Boston, MA 02116
SAFE HARBOR LANGUAGE
Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect the Company’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could materially affect actual results. Such factors include, among others, the following: the satisfaction of the conditions to consummate the merger with Centro, including the Company’s receipt of the requisite stockholder approval; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the failure of the merger to close for any other reason; and the amount of the costs, fees, expenses and charges related to the merger. For further discussion of these and other factors that could impact the Company’s future results, performance, achievements or transactions, see the documents filed by the Company from time to time with the Securities and Exchange Commission, and in particular Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The forward-looking statements contained in this release represent the Company’s judgment as of the date of this release, and the Company cautions readers not to unduly rely on such statements.
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HERITAGE PROPERTY INVESTMENT TRUST, INC.
Consolidated Balance Sheets
June 30, 2006 and December 31, 2005
(Unaudited and in thousands of dollars, except for share amounts)
| | June 30, 2006 | | December 31, 2005 | |
Assets | | | | | |
Real estate investments, net | | $ | 2,187,388 | | $ | 2,305,402 | |
Cash and cash equivalents | | 5,316 | | — | |
Accounts receivable, net of allowance for doubtful accounts of $11,637 in 2006 and $10,585 in 2005 | | 54,287 | | 54,077 | |
Prepaids and other assets | | 35,717 | | 30,219 | |
Investments in unconsolidated joint ventures | | 5,428 | | 5,211 | |
Deferred financing and leasing costs | | 56,829 | | 63,320 | |
Total assets | | $ | 2,344,965 | | $ | 2,458,229 | |
Liabilities and Shareholders’ Equity | | | | | |
Liabilities: | | | | | |
Mortgage loans payable | | $ | 586,669 | | $ | 630,819 | |
Unsecured notes payable | | 448,574 | | 449,964 | |
Line of credit facility | | 231,000 | | 328,000 | |
Bridge loan payable | | 100,000 | | 50,000 | |
Accrued expenses and other liabilities | | 86,461 | | 96,286 | |
Accrued distributions | | 25,418 | | 25,224 | |
Total liabilities | | 1,478,122 | | 1,580,293 | |
Minority interests: | | | | | |
Exchangeable limited partnership units | | 15,207 | | 17,125 | |
Other minority interest | | 525 | | — | |
Total minority interests | | $ | 15,732 | | $ | 17,125 | |
| | | | | |
Shareholders’ equity: | | | | | |
Common stock, $.001 par value; 200,000,000 shares authorized; 47,819,727 and 47,385,995 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively | | 48 | | 47 | |
Additional paid-in capital | | 1,180,324 | | 1,174,855 | |
Cumulative distributions in excess of net income | | (336,849 | ) | (309,219 | ) |
Unearned compensation | | — | | (3,672 | ) |
Other comprehensive income (loss) | | 7,588 | | (1,200 | ) |
Total shareholders’ equity | | 851,111 | | 860,811 | |
Total liabilities and shareholders’ equity | | $ | 2,344,965 | | $ | 2,458,229 | |
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HERITAGE PROPERTY INVESTMENT TRUST, INC.
Consolidated Statements of Operations
Six Months ended June 30, 2006 and 2005
(Unaudited and in thousands, except per-share data)
| | Six months ended June 30, | |
| | 2006 | | 2005 | |
Revenue: | | | | | |
Rentals and recoveries | | $ | 170,601 | | $ | 163,867 | |
Interest, other, and joint venture fee income | | 1,319 | | 1,853 | |
Total revenue | | 171,920 | | 165,720 | |
| | | | | |
Expenses: | | | | | |
Property operating expenses | | 23,070 | | 24,402 | |
Real estate taxes | | 27,256 | | 23,979 | |
Depreciation and amortization | | 52,929 | | 46,391 | |
Interest | | 45,014 | | 40,281 | |
General and administrative | | 15,362 | | 18,226 | |
Impairment loss | | 342 | | — | |
Total expenses | | 163,973 | | 153,279 | |
Income before gain on sale of marketable securities and land sales | | 7,947 | | 12,441 | |
Gain on sale of marketable securities | | 42 | | 8 | |
Gain on land sales | | 171 | | — | |
Income before minority interests | | 8,160 | | 12,449 | |
Equity in income from unconsolidated joint ventures | | 242 | | 159 | |
Income allocated to exchangeable limited partnership units | | (347 | ) | (109 | ) |
Income before discontinued operations | | 8,055 | | 12,499 | |
Discontinued Operations: | | | | | |
(Loss) income from discontinued operations | | (4,121 | ) | 2,028 | |
Gains on sales of discontinued operations | | 18,659 | | — | |
Income from discontinued operations | | 14,538 | | 2,028 | |
Net income attributable to common shareholders | | $ | 22,593 | | $ | 14,527 | |
| | | | | |
Basic per-share data: | | | | | |
Income before discontinued operations | | $ | 0.17 | | $ | 0.27 | |
Income from discontinued operations | | 0.31 | | 0.04 | |
Income attributable to common shareholders | | $ | 0.48 | | $ | 0.31 | |
Weighted average common shares outstanding | | 47,391 | | 46,791 | |
| | | | | |
Diluted per-share data: | | | | | |
Income before discontinued operations | | $ | 0.17 | | $ | 0.27 | |
Income from discontinued operations | | 0.30 | | 0.04 | |
Income attributable to common shareholders | | $ | 0.47 | | $ | 0.31 | |
Weighted average common and common equivalent shares outstanding | | 48,152 | | 47,921 | |
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HERITAGE PROPERTY INVESTMENT TRUST, INC.
Consolidated Statements of Operations
Three Months ended June 30, 2006 and 2005
(Unaudited and in thousands, except per-share data)
| | Three months ended June 30, | |
| | 2006 | | 2005 | |
Revenue: | | | | | |
Rentals and recoveries | | $ | 84,519 | | $ | 81,241 | |
Interest, other, and joint venture fee income | | 364 | | 475 | |
Total revenue | | 84,883 | | 81,716 | |
| | | | | |
Expenses: | | | | | |
Property operating expenses | | 10,908 | | 10,690 | |
Real estate taxes | | 13,882 | | 12,130 | |
Depreciation and amortization | | 25,559 | | 23,573 | |
Interest | | 22,252 | | 20,126 | |
General and administrative | | 7,764 | | 14,962 | |
Impairment loss | | 242 | | — | |
Total expenses | | 80,607 | | 81,481 | |
Income before gain on sale of marketable securities | | 4,276 | | 235 | |
Gain on sale of marketable securities | | 42 | | 8 | |
Income before minority interests | | 4,318 | | 243 | |
Equity in income from unconsolidated joint ventures | | 33 | | 54 | |
(Income) loss allocated to exchangeable limited partnership units | | (307 | ) | 49 | |
Income before discontinued operations | | 4,044 | | 346 | |
Discontinued Operations: | | | | | |
(Loss) income from discontinued operations | | (3,742 | ) | 979 | |
Gains on sales of discontinued operations | | 18,659 | | — | |
Income from discontinued operations | | 14,917 | | 979 | |
Net income attributable to common shareholders | | $ | 18,961 | | $ | 1,325 | |
| | | | | |
Basic per-share data: | | | | | |
Income before discontinued operations | | $ | 0.09 | | $ | 0.01 | |
Income from discontinued operations | | 0.31 | | 0.02 | |
Income attributable to common shareholders | | $ | 0.40 | | $ | 0.03 | |
Weighted average common shares outstanding | | 47,451 | | 46,880 | |
| | | | | |
Diluted per-share data: | | | | | |
Income before discontinued operations | | $ | 0.08 | | $ | 0.01 | |
Income from discontinued operations | | 0.31 | | 0.02 | |
Income attributable to common shareholders | | $ | 0.39 | | $ | 0.03 | |
Weighted average common and common equivalent shares outstanding | | 48,211 | | 48,069 | |
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Heritage Property Investment Trust, Inc.
Calculation of Funds from Operations
(Unaudited and in thousands of dollars)
| | Six months ended June 30, | |
| | 2006 | | 2005 | |
Net income | | $ | 22,593 | | $ | 14,527 | |
Add : | | | | | |
Depreciation and amortization (real-estate related): | | | | | |
Continuing operating | | 52,621 | | 46,039 | |
Discontinued Operations | | 1,167 | | 2,307 | |
Pro rata share of unconsolidated joint venture | | 193 | | 63 | |
Deduct: | | | | | |
Gains on sales of real estate investments | | (18,659 | ) | — | |
Funds from Operations | | $ | 57,919 | | $ | 62,936 | |
| | Three months ended June 30, | |
| | 2006 | | 2005 | |
Net income | | $ | 18,961 | | $ | 1,325 | |
Add : | | | | | |
Depreciation and amortization (real-estate related): | | | | | |
Continuing operating | | 25,408 | | 23,397 | |
Discontinued Operations | | 315 | | 1,149 | |
Pro rata share of unconsolidated joint venture | | 129 | | 55 | |
Deduct: | | | | | |
Gains on sales of real estate investments | | (18,659 | ) | — | |
Funds from Operations | | $ | 26,154 | | $ | 25,926 | |
We calculate Funds from Operations in accordance with the best practices described in the April 2001 National Policy Bulletin of the National Association of Real Estate Investment Trusts, referred to as NAREIT, and NAREIT’s 1995 White Paper on Funds from Operations. The White Paper defines Funds From Operations as net income (loss) (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from extraordinary items and sales of property, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. Given the nature of our business as a real estate owner and operator, we believe that FFO is helpful to investors as a starting point in measuring our operational performance because it excludes various items included in net income that do not relate to, or are not indicative of, our operating performance, such as gains (or losses) from sales of real estate investments and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. However, FFO (i) should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance, (ii) is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, and (iii) is not indicative of funds available to fund our cash needs, including our ability to make distributions. Our computation of FFO may differ from the methodology utilized by other equity REITs to calculate FFO and, therefore, may not be comparable to other REITs.
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Heritage Property Investment Trust, Inc.
Reconciliation of Net Operating Income
(Unaudited and in thousands of dollars)
| | Six-months ended June 30, | |
| | 2006 | | 2005 | |
Net operating income—Same Property Portfolio | | $ | 115,277 | | $ | 115,486 | |
Add: | | | | | |
Net operating income—acquisitions | | 4,998 | | — | |
Net operating income—Total Portfolio | | 120,275 | | 115,486 | |
Add: | | | | | |
Interest, other, and joint venture fee income | | 1,319 | | 1,853 | |
Gain on sale of marketable securities | | 42 | | 8 | |
Gain on land sales | | 171 | | — | |
Equity in income from unconsolidated joint ventures | | 242 | | 159 | |
Income from discontinued operations | | 14,538 | | 2,028 | |
Deduct: | | | | | |
Depreciation and amortization | | 52,929 | | 46,391 | |
Interest | | 45,014 | | 40,281 | |
General and administrative | | 15,362 | | 18,226 | |
Impairment loss | | 342 | | — | |
Income allocated to exchangeable limited partnership units | | 347 | | 109 | |
Net income attributable to common shareholders | | $ | 22,593 | | $ | 14,527 | |
| | Three-months ended June 30, | |
| | 2006 | | 2005 | |
Net operating income—Same Property Portfolio | | $ | 57,257 | | $ | 58,421 | |
Add: | | | | | |
Net operating income—acquisitions | | 2,472 | | — | |
Net operating income—Total Portfolio | | 59,729 | | 58,421 | |
Add: | | | | | |
Interest, other, and joint venture fee income | | 364 | | 475 | |
Gains on sale of marketable securities | | 42 | | 8 | |
Equity in income from unconsolidated joint ventures | | 33 | | 54 | |
Income from discontinued operations | | 14,917 | | 979 | |
Deduct: | | | | | |
Depreciation and amortization | | 25,559 | | 23,573 | |
Interest | | 22,252 | | 20,126 | |
General and administrative | | 7,764 | | 14,962 | |
Impairment loss | | 242 | | — | |
Income (loss) allocated to exchangeable limited partnership units | | 307 | | (49 | ) |
Net income attributable to common shareholders | | $ | 18,961 | | $ | 1,325 | |
Net operating income, or “NOI,” is a non-GAAP financial measure equal to net income available to common shareholders (the most directly comparable GAAP financial measure), plus accretion of redeemable equity, preferred stock distributions, minority interest in Bradley Operating Limited Partnership, net derivative losses (gains), losses (gains) on investments in securities, losses from prepayment of debt, general and administrative expense, depreciation and amortization, and interest expense, less income from discontinued operations, gains (losses) on sales of real estate investments and equipment and interest and other income.
11
We use NOI internally, and believe NOI provides useful information to investors, as a performance measure in evaluating the operating performance of our real estate assets. This is because NOI reflects only those income and expense items that are incurred at the property level and excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. Our presentation of NOI may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to obtain a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or ability to make distributions.
12

Supplemental Operating and Financial Data
June 30, 2006
(Unaudited)
Heritage Property Investment Trust, Inc.
NOTICE
Some of the statements contained in the supplemental operating and financial data may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect the Company’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results to differ significantly from those expressed in any forward-looking statement. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect actual results. The factors that could cause actual results to differ materially from current expectations include financial performance and operations of the Company’s shopping centers, including the Company’s tenants, real estate conditions, current and future bankruptcies of the Company’s tenants, execution of shopping center redevelopment programs, the Company’s ability to finance its operations, successful completion of renovations, completion of pending acquisitions, execution of joint venture opportunities, the availability of additional acquisitions, changes in economic, business, competitive market and regulatory conditions, acts of terrorism or war and other risks detailed from time to time in filings with the Securities and Exchange Commission. The forward-looking statements contained herein represent the Company’s judgment as of the date of this report, and the Company cautions readers not to place undue reliance on such statements.
On November 9, 2005, the Company restated its previously issued financial statements for the fiscal years ended December 31, 2004 and 2003, and for each of the quarters therein, and its unaudited quarterly financial statements for the periods ended March 31, 2005 and June 30, 2005. The information contained herein with respect to the three and six months ended June 30, 2005 reflects the effects of this restatement. For more information regarding the details of this restatement, see the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2004, amended Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2005 and amended Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2005.
1
Heritage Property Investment Trust, Inc.
INDEX
2
Corporate Profile
General Description | | | | | | |
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We are a fully integrated, self-administered and self-managed real estate investment trust, commonly known as a REIT. We are one of the nation’s largest owners of neighborhood and community shopping centers. As of June 30, 2006, we had a portfolio of 159 shopping centers totaling approximately 27.2 million square feet of Company-owned gross leasable area, located in 27 states. Our shopping center portfolio was approximately 92% leased as of June 30, 2006. We also owned 3 office buildings. |
Corporate Office | | | | | | |
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131 Dartmouth Street | | | | | | |
Boston, MA 02116 | | | | | | |
(617) 247-2200 | | | | | | |
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Regional Offices | | | | | | |
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Lighthouse Point, Florida | | Speedway, Indiana | | Roseville, Minnesota | | Franklin, Tennessee |
Northbrook, Illinois | | Lenexa, Kansas | | Florissant, Missouri | | Dallas, Texas |
Peoria, Illinois | | Louisville, Kentucky | | Great Neck, New York | | Mequon, Wisconsin |
Hanover Park, Illinois | | Redford, Michigan | | Charlotte, North Carolina | | |
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Stock Listing | | | | | | |
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New York Stock Exchange: HTG | | | | |
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Credit Ratings | | | | | | |
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Standard & Poor’s: BBB-, Credit Watch Moody’s: Baa3, Under Review Fitch: BBB-, Rating Watch Negative | | | | |
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3
Heritage Property Investment Trust, Inc.
Inquiries: |
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Heritage Property Investment Trust, Inc. welcomes any questions or comments from stockholders, analysts, investment managers, media or any prospective investor. Please address all inquires to the following: |
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At the Company: | FRB / Weber Shandwick: | |
| | |
Patrick O’Sullivan | Claire Koeneman | Joe Calabrese |
Vice President, Finance & Accounting | (Analyst information) | (General information) |
131 Dartmouth Street | | |
Boston, MA 02116 | Phone: (312) 640-6745 | Phone: (212) 827-3772 |
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Phone: (617) 247-2200 | | |
Email: posullivan@heritagerealty.com | | |
Heritage Website: | www.heritagerealty.com |
Research Coverage:
| Credit Suisse First Boston | Jessica Tully | (404) 897-2820 |
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| Deutsche Bank | Louis Taylor | (212) 250-4912 |
| | Chris Capolongo | (212) 250-7726 |
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| Goldman Sachs | Dennis Maloney | (212) 902-1000 |
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| Green Street Advisors | Greg Andrews | (949) 640-8780 |
| | Thomas Youn | (949) 640-8780 |
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| Stifel Nicolaus | David Fick | (410) 454-5018 |
| | Nate Isbee | (410) 454-4143 |
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| Merrill Lynch | Steve Sakwa | (212) 449-0335 |
| | Craig Schmidt | (212) 449-1944 |
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| Morgan Stanley | Matthew Ostrower | (212) 761-6284 |
| | Suzanne Sorkin | (212) 761-6385 |
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| Wachovia Securities | Jeffrey Donnelly | (617) 603-4262 |
| | Eric Rothman | (617) 603-4263 |
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| Harris Nesbitt | Paul Adornato | (212) 885-4170 |
| | Ralph Davies | (212) 885-4172 |
4
Heritage Property Investment Trust, Inc.
Financial Highlights
(unaudited and in thousands of dollars, except per-share data)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | |
Diluted Funds from Operations (FFO) | | $ | 26,461 | | $ | 25,877 | | $ | 58,266 | | $ | 63,045 | |
FFO per share - Diluted | | $ | 0.54 | | $ | 0.54 | | $ | 1.19 | | $ | 1.32 | |
| | | | | | | | | |
Funds Available for Distribution (FAD) | | $ | 27,396 | | $ | 26,988 | | $ | 59,121 | | $ | 54,422 | |
FAD per share - Diluted | | $ | 0.56 | | $ | 0.56 | | $ | 1.21 | | $ | 1.14 | |
| | | | | | | | | |
EBITDA | | $ | 54,095 | | $ | 47,253 | | $ | 111,663 | | $ | 105,692 | |
EBITDA per share - Diluted | | $ | 1.11 | | $ | 0.98 | | $ | 2.29 | | $ | 2.21 | |
| | | | | | | | | |
Net Income Attributable to Common Shareholders | | $ | 18,961 | | $ | 1,325 | | $ | 22,593 | | $ | 14,527 | |
Basic | | $ | 0.40 | | $ | 0.03 | | $ | 0.48 | | $ | 0.31 | |
Diluted | | $ | 0.39 | | $ | 0.03 | | $ | 0.47 | | $ | 0.31 | |
| | | | | | | | | |
Dividends Paid per Share and Unit | | $ | 0.525 | | $ | 0.525 | | $ | 1.05 | | $ | 1.05 | |
Payout ratio of diluted FFO per share | | 97 | % | 98 | % | 88 | % | 80 | % |
Payout ratio of diluted FAD per share | | 94 | % | 94 | % | 87 | % | 92 | % |
| | | | | | | | | |
Other Operating Items: | | | | | | | | | |
Total real estate revenue - Continuing Operations | | $ | 84,519 | | $ | 81,241 | | $ | 170,601 | | $ | 163,867 | |
Straight line rent and SFAS 141 income adjustment | | $ | 899 | | $ | 837 | | $ | 1,123 | | $ | 1,475 | |
Lease termination fee income | | $ | — | | $ | 1 | | $ | 49 | | $ | 366 | |
Amortization of stock-based compensation | | $ | 2,292 | | $ | 2,039 | | $ | 4,437 | | $ | 3,962 | |
Expense related to variable stock option awards | | $ | — | | $ | 7,920 | | $ | — | | $ | 4,623 | |
Capitalized interest expense | | $ | 461 | | $ | 40 | | $ | 686 | | $ | 84 | |
Scheduled principal amortization on mortgages | | $ | 2,637 | | $ | 2,912 | | $ | 5,592 | | $ | 5,943 | |
5
Heritage Property Investment Trust, Inc.
Consolidated Balance Sheets
(In thousands of dollars, except per-share data)
| | June 30, 2006 | | December 31, 2005 | |
| | (unaudited) | | | |
ASSETS | | | | | |
Real estate investments | | 2,614,696 | | $ | 2,711,088 | |
Less: accumulated depreciation | | (427,308 | ) | (405,686 | ) |
Real estate investments, net | | 2,187,388 | | 2,305,402 | |
| | | | | |
Cash and cash equivalents | | 5,316 | | — | |
Accounts receivable, net of allowance for doubtful accounts of $11,637 in 2006 and $10,585 in 2005 | | 54,287 | | 54,077 | |
Prepaids and other assets | | 35,717 | | 30,219 | |
Investments in unconsolidated joint ventures | | 5,428 | | 5,211 | |
Deferred financing and leasing costs | | 56,829 | | 63,320 | |
Total assets | | $ | 2,344,965 | | $ | 2,458,229 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | |
Liabilities: | | | | | |
Mortgage loans payable | | $ | 586,669 | | $ | 630,819 | |
Unsecured notes payable | | 448,574 | | 449,964 | |
Line of credit facility | | 231,000 | | 328,000 | |
Bridge loan payable | | 100,000 | | 50,000 | |
Accrued expenses and other liabilities | | 86,461 | | 96,286 | |
Accrued distributions | | 25,418 | | 25,224 | |
Total liabilities | | 1,478,122 | | 1,580,293 | |
Minority interests: | | | | | |
Exchangeable limited partnership units | | 15,207 | | 17,125 | |
Other minority interest | | 525 | | — | |
Total minority interests | | 15,732 | | 17,125 | |
| | | | | |
Shareholders’ equity: | | | | | |
Common stock, $.001 par value; 200,000,000 shares authorized; 47,819,727 and 47,385,995 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively | | 48 | | 47 | |
Additional paid-in capital | | 1,180,324 | | 1,174,855 | |
Cumulative distributions in excess of net income | | (336,849 | ) | (309,219 | ) |
Unearned compensation | | — | | (3,672 | ) |
Other comprehensive income (loss) | | 7,588 | | (1,200 | ) |
Total shareholders’ equity | | 851,111 | | 860,811 | |
Total liabilities and shareholders’ equity | | $ | 2,344,965 | | $ | 2,458,229 | |
6
Consolidated Statements of Income
(Unaudited and in thousands of dollars, except per-share data)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
Real estate revenue: | | | | | | | | | |
Rentals | | $ | 63,339 | | $ | 61,300 | | $ | 126,150 | | $ | 121,684 | |
Percentage rent | | 624 | | 741 | | 2,029 | | 2,307 | |
Recoveries | | 20,191 | | 18,706 | | 41,940 | | 39,162 | |
Other property | | 365 | | 494 | | 482 | | 714 | |
Total revenue | | 84,519 | | 81,241 | | 170,601 | | 163,867 | |
Real estate operating expenses: | | | | | | | | | |
Property operating expenses | | 10,908 | | 10,690 | | 23,070 | | 24,402 | |
Real estate taxes | | 13,882 | | 12,130 | | 27,256 | | 23,979 | |
Net operating income | | 59,729 | | 58,421 | | 120,275 | | 115,486 | |
Other operating expense (income): | | | | | | | | | |
Depreciation and amortization | | 25,559 | | 23,573 | | 52,929 | | 46,391 | |
Interest | | 22,252 | | 20,126 | | 45,014 | | 40,281 | |
General and administrative | | 7,764 | | 14,962 | | 15,362 | | 18,226 | |
Impairment loss | | 242 | | — | | 342 | | — | |
Interest, other and joint venture fee income | | (364 | ) | (475 | ) | (1,319 | ) | (1,853 | ) |
Total other operating expense (income) | | 55,453 | | 58,186 | | 112,328 | | 103,045 | |
Income before gains on sale of marketable securities and land sales | | 4,276 | | 235 | | 7,947 | | 12,441 | |
Gain on sale of marketable securities | | 42 | | 8 | | 42 | | 8 | |
Gain on land sales | | — | | — | | 171 | | — | |
Income before minority interests | | 4,318 | | 243 | | 8,160 | | 12,449 | |
Equity in income from unconsolidated joint ventures | | 33 | | 54 | | 242 | | 159 | |
(Income) loss allocated to exchangeable limited partnership units | | (307 | ) | 49 | | (347 | ) | (109 | ) |
Income before discontinued operations | | 4,044 | | 346 | | 8,055 | | 12,499 | |
Discontinued operations: | | | | | | | | | |
(Loss) income from discontinued operations | | (3,742 | ) | 979 | | (4,121 | ) | 2,028 | |
Gains on sales of discontinued operations | | 18,659 | | — | | 18,659 | | — | |
Income from discontinued operations | | 14,917 | | 979 | | 14,538 | | 2,028 | |
Net income attributable to common shareholders | | $ | 18,961 | | $ | 1,325 | | $ | 22,593 | | $ | 14,527 | |
| | | | | | | | | |
Basic per share data: | | | | | | | | | |
Income before discontinued operations | | $ | 0.09 | | $ | 0.01 | | $ | 0.17 | | $ | 0.27 | |
Income from discontinued operations | | 0.31 | | 0.02 | | 0.31 | | 0.04 | |
| | | | | | | | | |
Income attributable to common shareholders | | $ | 0.40 | | $ | 0.03 | | $ | 0.48 | | $ | 0.31 | |
| | | | | | | | | |
Diluted per share data: | | | | | | | | | |
Income before discontinued operations | | $ | 0.08 | | $ | 0.01 | | $ | 0.17 | | $ | 0.27 | |
Income from discontinued operations | | 0.31 | | 0.02 | | 0.30 | | 0.04 | |
| | | | | | | | | |
Income attributable to common shareholders | | $ | 0.39 | | $ | 0.03 | | $ | 0.47 | | $ | 0.31 | |
7
Funds From Operations
(unaudited and in thousands of dollars)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | |
Funds from Operations: | | | | | | | | | |
Net income | | $ | 18,961 | | $ | 1,325 | | $ | 22,593 | | $ | 14,527 | |
Add (deduct): | | | | | | | | | |
Depreciation and amortization (real estate-related): | | | | | | | | | |
Continuing operations | | 25,408 | | 23,397 | | 52,621 | | 46,039 | |
Discontinued operations | | 315 | | 1,149 | | 1,167 | | 2,307 | |
Pro rata share of unconsolidated joint ventures | | 129 | | 55 | | 197 | | 63 | |
Gains on sales of real estate investments | | (18,659 | ) | — | | (18,659 | ) | — | |
Funds from Operations (FFO) | | $ | 26,154 | | $ | 25,926 | | $ | 57,919 | | $ | 62,936 | |
| | | | | | | | | |
Funds from Operations - Diluted: | | | | | | | | | |
| | | | | | | | | |
FFO | | $ | 26,154 | | $ | 25,926 | | $ | 57,919 | | $ | 62,936 | |
Add: | | | | | | | | | |
Income (expense) allocated to exchangeable limited partnership units | | 307 | | (49 | ) | 347 | | 109 | |
| | | | | | | | | |
FFO - Diluted | | $ | 26,461 | | $ | 25,877 | | $ | 58,266 | | $ | 63,045 | |
Funds Available for Distribution
(unaudited and in thousands of dollars)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | |
Funds from Operations - Diluted | | $ | 26,461 | | $ | 25,877 | | $ | 58,266 | | $ | 63,045 | |
Add (deduct): | | | | | | | | | |
Straight line rent and SFAS 141 income adjustment | | (899 | ) | (837 | ) | (1,123 | ) | (1,475 | ) |
Maintenance capital expenditures | | (1,602 | ) | (2,699 | ) | (1,916 | ) | (4,149 | ) |
Tenant improvement and leasing commissions | | (3,183 | ) | (5,539 | ) | (6,820 | ) | (12,263 | ) |
Capitalized interest | | (461 | ) | (40 | ) | (686 | ) | (84 | ) |
Amortization of financing costs | | 471 | | 460 | | 943 | | 1,149 | |
Amortization of debt premiums and discounts | | (595 | ) | (560 | ) | (1,281 | ) | (1,120 | ) |
Amortization of the effective portion of interest rate swap | | 54 | | 54 | | 108 | | 108 | |
Impairment loss | | 1,609 | | — | | 3,694 | | — | |
Net loss from early extinguishment of debt | | 2,974 | | — | | 2,974 | | — | |
Stock-based compensation and SERP | | 2,567 | | 2,352 | | 4,962 | | 4,588 | |
Expense related to variable stock option awards | | — | | 7,920 | | — | | 4,623 | |
| | | | | | | | | |
Funds Available for Distribution | | $ | 27,396 | | $ | 26,988 | | $ | 59,121 | | $ | 54,422 | |
Weighted Average Shares Outstanding
(unaudited and in thousands of shares)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | |
Weighted average shares outstanding for basic earnings per share (EPS) and FFO per share | | 47,451 | | 46,880 | | 47,391 | | 46,791 | |
| | | | | | | | | |
Dilutive common stock equivalents for EPS: | | | | | | | | | |
| | | | | | | | | |
Weighted average exchangeable limited partnership units | | — | | 520 | | — | | 521 | |
Effect of stock options and anticipated stock-based compensation | | 760 | | 669 | | 761 | | 609 | |
| | | | | | | | | |
Weighted average shares outstanding for diluted EPS | | 48,211 | | 48,069 | | 48,152 | | 47,921 | |
| | | | | | | | | |
Dilutive common stock equivalents for FFO per share: | | | | | | | | | |
| | | | | | | | | |
Weighted average exchangeable limited partnership units | | 623 | | 520 | | 618 | | 521 | |
Effect of stock options and anticipated stock-based compensation | | 760 | | 669 | | 761 | | 609 | |
| | | | | | | | | |
Weighted average shares outstanding for diluted FFO per share | | 48,834 | | 48,069 | | 48,770 | | 47,921 | |
| | | | | | | | | |
8
EBITDA
(unaudited and in thousands of dollars)
| | Three Months Ended | | Six Months Ended | |
| | June 30, | | June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
EBITDA: | | | | | | | | 0 | |
| | | | | | | | | |
Net income | | $ | 18,961 | | $ | 1,325 | | $ | 22,593 | | $ | 14,527 | |
| | | | | | | | | |
Add (deduct): | | | | | | | | | |
Depreciation and amortization: | | | | | | | | | |
Continuing operations | | 25,559 | | 23,573 | | 52,929 | | 46,391 | |
Discontinued operations | | 315 | | 1,149 | | 1,167 | | 2,307 | |
Pro rata share of unconsolidated joint ventures | | 129 | | 55 | | 197 | | 63 | |
Interest: | | | | | | | | | |
Continuing operations | | 22,252 | | 20,126 | | 45,014 | | 40,281 | |
Discontinued operations | | 281 | | 725 | | 798 | | 1,462 | |
Pro rata share of unconsolidated joint ventures | | 173 | | 45 | | 228 | | 45 | |
Taxes | | 194 | | 304 | | 381 | | 507 | |
Gains on sales of real estate investments | | (18,659 | ) | — | | (18,659 | ) | — | |
Impairment loss | | 1,609 | | — | | 3,694 | | — | |
Net loss from early extinguishment of debt | | 2,974 | | — | | 2,974 | | — | |
Income (loss) allocated to exchangeable limited partnership units | | 307 | | (49 | ) | 347 | | 109 | |
| | | | | | | | | |
EBITDA | | $ | 54,095 | | $ | 47,253 | | $ | 111,663 | | $ | 105,692 | |
9
Selected Ratios
(unaudited)
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
| | | | | | | | | |
COVERAGE RATIOS | | | | | | | | | |
Fixed Charge Coverage Ratio | | 2.15 | | 1.99 | | 2.17 | | 2.22 | |
EBITDA / (Interest + Principal + Preferred Distributions) | | | | | | | | | |
Interest Coverage Ratio - Excluding Capitalized Interest | | 2.40 | | 2.27 | | 2.44 | | 2.53 | |
EBITDA / Interest | | | | | | | | | |
Interest Coverage Ratio - Including Capitalized Interest | | 2.35 | | 2.26 | | 2.40 | | 2.53 | |
EBITDA / (Interest + Capitalized Interest) | | | | | | | | | |
| | | | | | | | | |
OPERATING RATIOS | | | | | | | | | |
General and administrative expense as a% of total revenue | | 9.1 | % | 18.3 | % | 8.9 | % | 11.0 | % |
Net operating income (NOI) margin | | 71 | % | 72 | % | 71 | % | 70 | % |
Property operating expense recovery ratio | | 81 | % | 82 | % | 83 | % | 81 | % |
Unencumbered NOI as a% of total NOI | | 58 | % | 57 | % | 59 | % | 57 | % |
Unsecured Notes Payable Covenant Ratios
(unaudited and in thousands of dollars)
| | As of | |
| | June 30, 2006 | | December 31, 2005 | |
| | | | | |
LIMITATIONS ON INDEBTEDNESS | | | | | |
Real estate investments, at cost | | $ | 2,614,696 | | $ | 2,711,088 | |
Investment in unconsolidated joint ventures | | 5,428 | | 5,211 | |
Pro-rata share of outstanding construction loan payable | | 9,156 | | 8,878 | |
Cash and cash equivalents | | 5,316 | | — | |
Interest rate derivative asset | | 7,755 | | — | |
Prepaids and other assets | | 19,447 | | 22,120 | |
| | | | | |
Total asset cost (GAAP basis) | | $ | 2,661,798 | | $ | 2,747,297 | |
| | | | | |
Mortgage loans payable (net of premium) | | $ | 576,735 | | $ | 618,967 | |
Unsecured notes payable (net of discount) | | 450,000 | | 451,490 | |
Line of credit facility | | 231,000 | | 328,000 | |
Bridge loan payable | | 100,000 | | 50,000 | |
Guarantee of unconsolidated joint venture debt | | 18,312 | | 17,756 | |
Interest rate swap | | — | | 910 | |
Overdraft cash balance | | — | | 201 | |
| | | | | |
Total outstanding debt | | $ | 1,376,047 | | $ | 1,467,324 | |
| | | | | |
Total outstanding debt / Total asset cost (GAAP basis) | | 51.7 | % | 53.4 | % |
Test level | | 60.0 | % | 60.0 | % |
| | | | | |
ENCUMBERED ASSETS | | | | | |
Total asset cost (GAAP basis) | | $ | 2,661,798 | | $ | 2,747,297 | |
| | | | | |
Mortgage loans payable (net of premium) | | $ | 576,735 | | $ | 618,967 | |
Guarantee of unconsolidated joint venture debt | | 18,312 | | 17,756 | |
| | | | | |
Secured debt | | $ | 595,047 | | $ | 636,723 | |
| | | | | |
Secured debt / Total asset cost (GAAP basis) | | 22.4 | % | 23.2 | % |
Test level | | 40.0 | % | 40.0 | % |
| | | | | |
UNENCUMBERED ASSETS | | | | | |
Unencumbered asset cost (GAAP basis) | | $ | 1,617,747 | | $ | 1,619,696 | |
| | | | | |
Unsecured notes payable (net of discount) | | $ | 450,000 | | $ | 451,490 | |
Line of credit facility | | 231,000 | | 328,000 | |
Bridge loan payable | | 100,000 | | 50,000 | |
Interest rate swap | | — | | 910 | |
Overdraft cash balance | | — | | 201 | |
| | | | | |
Total unsecured debt | | $ | 781,000 | | $ | 830,601 | |
| | | | | |
Unencumbered asset cost (GAAP basis) / Total unsecured debt | | 207.1 | % | 195.0 | % |
Test level | | 150.0 | % | 150.0 | % |
| | Twelve Months Ended June 30, | |
| | 2006 | | 2005 | |
| | | | | |
INTEREST COVERAGE | | | | | |
Income available for debt service (EBITDA) | | $ | 212,893 | | $ | 205,154 | |
| | | | | |
Service charge (Interest Expense, Net of Capitalized Interest + Amortization of Mortgage Loan Premiums) | | $ | 87,605 | | $ | 83,249 | |
| | | | | |
Annualized income available for debt service / Annualized service charge | | 2.43 | | 2.46 | |
Test level | | 1.50 | | 1.50 | |
10
Capital Structure
Debt
(in thousands of dollars)
| | Aggregate Principal | |
| | June 30, 2006 | |
| | | |
Mortgage loans payable | | $ | 586,669 | |
Unsecured notes payable | | 448,574 | |
Line of credit facility | | 231,000 | |
Bridge loan payable | | 100,000 | |
| | | |
Total debt | | $ | 1,366,243 | |
Equity
(in thousands)
| | Shares & Units | | $ Value | |
| | Outstanding at 6/30/06 | | Equivalent (1) | |
Common Stock | | 47,820 | | $ | 1,669,874 | |
Operating Partnership Units | | 596 | | 20,812 | |
| | | | $ | 1,690,687 | |
| | | | | |
Total Market Capitalization | | | | $ | 3,056,930 | |
| | | | | |
Total Debt to Total Market Capitalization | | | | 44.7 | % |
| | | | | |
(1) Value based on stock price of $34.92 per share as of the market close on June 30, 2006.
11
Debt Analysis
(in thousands of dollars)
Debt Maturities and Principal Payments
Year | | 2006 (1) | | 2007 | | 2008 | | 2009 | | 2010 | | Thereafter | | Total (1) | |
| | | | | | | | | | | | | | | |
Amount | | $ | 112,921 | | $ | 57,122 | | $ | 341,679 | | $ | 290,934 | | $ | 284,886 | | $ | 270,193 | | $ | 1,357,735 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) Represents the period from July b1, 2006 through December 31, 2006.
(2) The aggregate repayment amount of $1,420,735 does not reflect the unamortized mortgage loan premiums totaling $9,934 related to the assumption of fourteen mortgage loans with above-market contractual interest rates and the unamortized original issue discounts of $1,426 on the April and October 2004 bond issuances.
Unsecured Line of Credit - Due March 28, 2008
Total | | Outstanding | | Letters of | | Remaining | |
Facility | | at 6/30/06 | | Credit | | Capacity | |
| | | | | | | |
$400,000 | | $ | 231,000 | | $ | — | | $ | 169,000 | |
| | | | | | | | | | |
Unsecured and Secured Debt Analysis
| | | | | | | | Weighted | |
| | | | | | Weighted | | Average | |
| | Amount | | % of Debt | | Average Rate | | Maturity | |
| | | | | | | | | |
Unsecured Debt | | $ | 779,574 | | 57.06 | % | 5.71 | % | 3.3 years | |
Secured Debt | | 586,669 | | 42.94 | % | 7.24 | % | 4.2 years | |
Total Debt | | $ | 1,366,243 | | 100.00 | % | 6.36 | % | 3.7 years | |
Floating and Fixed Rate Debt Analysis
| | | | | | | | Weighted | |
| | | | | | Weighted | | Average | |
| | Amount | | % of Debt | | Average Rate | | Maturity | |
| | | | | | | | | |
Floating Rate Debt | | $ | 344,805 | | 25.24 | % | 5.84 | % | 1.4 years | |
Fixed Rate Debt | | 1,021,438 | | 74.76 | % | 6.54 | % | 4.4 years | |
Total Debt | | $ | 1,366,243 | | 100.00 | % | 6.36 | % | 3.7 years | |
12
Debt Analysis (Continued)
Debt Maturities and Principal Payments
(in thousands of dollars)
Property | | 2006 (1) | | 2007 | | 2008 | | 2009 | | 2010 | | Thereafter | | Total | |
| | | | | | | | | | | | | | | |
Mortgage loans payable: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Elk Park Center (5) | | $ | 7,789 | | — | | — | | — | | — | | — | | 7,789 | |
Southport Centre | | 87 | | 9,593 | | — | | — | | — | | — | | 9,680 | |
Long Meadow Commons (2) (3) | | 175 | | 8,717 | | — | | — | | — | | — | | 8,892 | |
Innes Street Market | | 194 | | 12,098 | | — | | — | | — | | — | | 12,292 | |
Southgate Shopping Center | | 60 | | 2,166 | | — | | — | | — | | — | | 2,226 | |
Hale Road & Northern Hills | | — | | 14,600 | | — | | — | | — | | — | | 14,600 | |
St. Francis Plaza | | 105 | | 225 | | 243 | | — | | — | | — | | 573 | |
Burlington Square (2) | | 103 | | 227 | | 243 | | 12,724 | | — | | — | | 13,297 | |
Crossroads III & Slater Street (2) | | 90 | | 201 | | 214 | | 13,295 | | — | | — | | 13,800 | |
Buckingham Place (2) | | 34 | | 74 | | 79 | | 5,054 | | — | | — | | 5,241 | |
County Line Plaza (2) | | 111 | | 240 | | 256 | | 16,002 | | — | | — | | 16,609 | |
Trinity Commons (2) | | 92 | | 200 | | 214 | | 13,776 | | — | | — | | 14,282 | |
8 shopping centers, cross collateralized | | 939 | | 1,993 | | 2,154 | | 72,132 | | — | | — | | 77,218 | |
Warminster Towne Center (2) | | 138 | | 307 | | 329 | | 362 | | 18,294 | | — | | 19,430 | |
Clocktower Place (2) | | 66 | | 144 | | 154 | | 171 | | 11,838 | | — | | 12,373 | |
545 Boylston Street and William J. McCarthy Building | | 364 | | 772 | | 838 | | 910 | | 30,896 | | — | | 33,780 | |
29 shopping centers, cross collateralized | | 1,365 | | 2,955 | | 3,147 | | 3,461 | | 220,654 | | — | | 231,582 | |
The Market of Wolf Creek III (2) | | 50 | | 106 | | 113 | | 125 | | 135 | | 8,042 | | 8,571 | |
Spradlin Farm (2) | | 101 | | 219 | | 232 | | 253 | | 272 | | 15,915 | | 16,992 | |
The Market of Wolf Creek I (2) | | 80 | | 176 | | 188 | | 206 | | 222 | | 9,105 | | 9,977 | |
Berkshire Crossing | | 218 | | 467 | | 499 | | 539 | | 579 | | 11,503 | | 13,805 | |
Grand Traverse Crossing | | 199 | | 424 | | 457 | | 492 | | 530 | | 10,621 | | 12,723 | |
Salmon Run Plaza (2) | | 202 | | 458 | | 500 | | 547 | | 598 | | 1,864 | | 4,169 | |
Grand Traverse Crossing - Wal-Mart | | 92 | | 193 | | 208 | | 225 | | 156 | | 4,034 | | 4,908 | |
The Market of Wolf Creek II (2) | | 53 | | 111 | | 120 | | 129 | | 140 | | 1,288 | | 1,841 | |
Bedford Grove - Wal-Mart | | 83 | | 178 | | 191 | | 207 | | 223 | | 2,952 | | 3,834 | |
Berkshire Crossing - Home Depot/Wal-Mart | | 131 | | 278 | | 300 | | 324 | | 349 | | 4,869 | | 6,251 | |
| | | | | | | | | | | | | | | |
Total mortgage loans payable | | $ | 12,921 | | 57,122 | | 10,679 | | 140,934 | | 284,886 | | 70,193 | | 576,735 | |
| | | | | | | | | | | | | | | |
Unsecured notes payable (4) | | — | | — | | 100,000 | | 150,000 | | — | | 200,000 | | 450,000 | |
Line of credit facility | | — | | — | | 231,000 | | — | | — | | — | | 231,000 | |
Bridge loan payable (6) | | 100,000 | | — | | — | | — | | — | | — | | 100,000 | |
| | | | | | | | | | | | | | | |
Total indebtedness | | $ | 112,921 | | 57,122 | | 341,679 | | 290,934 | | 284,886 | | 270,193 | | 1,357,735 | |
(1) Represents the period from July 1, 2006 through December 31, 2006.
(2) The aggregate repayment amount of $576,735 does not reflect the unamortized mortgage loan premiums totaling $9,934 related to the assumption of fourteen mortgage loans with above-market contractual interest rates.
(3) Property is encumbered by two mortgage loans maturing in July 2007.
(4) The aggregate repayment amount of $450,000 does not reflect the unamortized original issue discounts of $1,426 related to the April and October 2004 bond issuances.
(5) Mortgage balance was repaid on July 13, 2006, without penalty.
(6) Bridge loan payable was repaid on August 1, 2006.
13
Debt Analysis (Continued)
Summary of Mortgage Loans Payable
(in thousands of dollars)
Property | | Lender or Servicer | | Maturity | | Effective Interest Rate | | Contractual Interest Rate | | Contractual Principal Balance | | At June 30, 2006 Unamortized Mortgage Premium | | Carrying Value |
| | | | | | | | | | | | | | |
Elk Park Center (2) | | American Express Financial | | Aug-06 | | 7.64% | | 7.64% | | $ | 7,789 | | — | | 7,789 |
Southport Centre | | Lutheran Brotherhood | | Jul-07 | | 6.94% | | 6.94% | | 9,680 | | — | | 9,680 |
Long Meadow Commons (1) | | GMAC Commercial Mortgage | | Jul-07 | | 5.11% | | 7.98% | | 8,892 | | 291 | | 9,183 |
Innes Street Market | | Metropolitan Life Insurance Company | | Oct-07 | | 7.63% | | 7.63% | | 12,292 | | — | | 12,292 |
Southgate Shopping Center | | American Express Financial | | Oct-07 | | 8.38% | | 8.38% | | 2,226 | | — | | 2,226 |
Hale Road & Northern Hills | | Archon Financial | | Dec-07 | | 5.31% | | 5.31% | | 14,600 | | — | | 14,600 |
St. Francis Plaza | | American United Life Insurance | | Dec-08 | | 8.13% | | 8.13% | | 573 | | — | | 573 |
Burlington Square | | GMAC Commercial Mortgage | | Jan-09 | | 5.31% | | 8.28% | | 13,297 | | 948 | | 14,245 |
Crossroads III & Slater Street | | Archon Financial | | Jun-09 | | 5.85% | | 7.86% | | 13,800 | | 752 | | 14,552 |
Buckingham Place | | GMAC Commercial Mortgage | | Aug-09 | | 5.89% | | 7.88% | | 5,241 | | 308 | | 5,549 |
County Line Plaza | | GMAC Commercial Mortgage | | Aug-09 | | 5.64% | | 7.91% | | 16,609 | | 1,122 | | 17,731 |
Trinity Commons | | GMAC Commercial Mortgage | | Aug-09 | | 5.64% | | 7.93% | | 14,282 | | 972 | | 15,254 |
8 shopping centers, cross collateralized | | Metropolitan Life Insurance Company | | Dec-09 | | 7.82% | | 7.82% | | 77,218 | | — | | 77,218 |
Warminster Towne Center | | LaSalle Bank | | Feb-10 | | 6.01% | | 8.24% | | 19,430 | | 1,454 | | 20,884 |
Clocktower Place | | Northland Marquette Capital Group | | Apr-10 | | 5.75% | | 8.56% | | 12,373 | | 1,189 | | 13,562 |
545 Boylston Street and William J. McCarthy Building | | American General | | Oct-10 | | 8.26% | | 8.26% | | 33,780 | | — | | 33,780 |
29 shopping centers, cross collateralized | | Prudential Mortgage Capital Corporation | | Oct-10 | | 7.88% | | 7.88% | | 231,582 | | — | | 231,582 |
The Market of Wolf Creek III | | Principal Global Investors | | Feb-11 | | 5.71% | | 7.88% | | 8,571 | | 715 | | 9,286 |
Spradlin Farm | | PNC Bank | | Jan-12 | | 6.53% | | 7.25% | | 16,992 | | 599 | | 17,591 |
The Market of Wolf Creek I | | Northland Marquette Capital Group | | Oct-12 | | 5.71% | | 7.68% | | 9,977 | | 1,062 | | 11,039 |
Berkshire Crossing | | M & T Bank | | Nov-12 | | 7.11% | | 7.11% | | 13,805 | | — | | 13,805 |
Grand Traverse Crossing | | First Union Bank | | Jan-13 | | 7.42% | | 7.42% | | 12,723 | | — | | 12,723 |
Salmon Run Plaza | | Nationwide Life Insurance | | Sep-13 | | 8.10% | | 8.95% | | 4,169 | | 256 | | 4,425 |
Grand Traverse Crossing - Wal-Mart | | Principal Mutual Life Insurance | | Oct-16 | | 7.75% | | 7.75% | | 4,908 | | — | | 4,908 |
The Market of Wolf Creek II | | Northland Marquette Capital Group | | Jul-17 | | 5.87% | | 7.50% | | 1,841 | | 266 | | 2,107 |
Bedford Grove - Wal-Mart | | National Life Insurance Company | | Nov-19 | | 7.63% | | 7.63% | | 3,834 | | — | | 3,834 |
Berkshire Crossing - Home Depot/Wal-Mart | | Bankers Life & Casualty Insurance Company | | Mar-20 | | 7.63% | | 7.63% | | 6,251 | | — | | 6,251 |
| | | | | | | | | | | | | | |
Total/Weighted average | | | | | | 7.24% | | 7.80% | | $ | 576,735 | | 9,934 | | 586,669 |
(1) Property is encumbered by two mortgage loans.
(2) Mortgage balance was repaid on July 13, 2006, without penalty.
14
Other Securities
(in thousands of dollars)
| | | | | |
Security Issued: | Unsecured Notes Payable Issued by Heritage Property Investment Trust, Inc. |
| | | | | | |
Carrying value at 6/30/06 | — | $198,666 | | | | |
Maturity | — | April 15, 2014 | | | | |
Contractual rate | — | 5.125% | | | | |
Effective rate | — | 5.33% | | | | |
| | | | | | |
Security Issued: | Unsecured Notes Payable Issued by Heritage Property Investment Trust, Inc. |
| | | | | | |
Carrying value at 6/30/06 | — | $149,908 | | | | |
Maturity | — | October 15, 2009 | | | | |
Contractual rate | — | 4.50% | | | | |
Effective rate | — | 5.03% | | | | |
| | | | | | |
Security Issued: | Unsecured Notes Payable Issued by Bradley OP (1) |
| | | | | | |
Carrying value at 6/30/06 | — | $100,000 | | | | |
Maturity | — | January 15, 2008 | | | | |
Contractual and effective rate | — | 7.20% | | | | |
| | | | | | |
Security Issued: | Bradley OP (1) Exchangeable Limited Partnership Units |
| | | | | | |
Carrying value at 6/30/06 | — | $15,207 | | | | |
Units Outstanding | — | 595,657 OP Units | | | | |
Conversion | — | Convertible into Heritage Common Stock 1:1 | | | | |
Distribution | — | Equal to current common dividend | | | | |
(1) Bradley Operating Limited Partnership is a subsidiary of the Company and owned 105 properties at June 30, 2006.
15
Portfolio Overview Summary as of June 30, 2006 - Core Portfolio
Number of shopping centers | | 159 | |
Number of office buildings | | 3 | |
| | | |
Total real estate owned | | 162 | |
| | | |
Company-owned shopping center GLA | | 27,181,099 | |
Company-owned office building net rentable square feet | | 222,237 | |
| | | |
Total | | 27,403,336 | |
| | | |
% Leased - Total Portfolio | | 92.1 | % |
| | | |
Average square foot size of shopping centers - Company-owned GLA | | 171,000 | |
Average square foot size of shopping centers - Total GLA | | 205,000 | |
| | | |
Average number of shopping center anchor tenants | | 2.8 | |
| | | |
Grocer-anchored hopping centers as a % of total shopping centers | | 65 | % |
| | | |
% of total NOI produced by grocer-anchored shopping centers | | 68 | % |
16
Top Tenants by Annualized Base Rent - Core Portfolio
| | | | | | | | | | Tenant | | % of Total | | |
| | | | | | | | GLA as a % | | Annualized | | Annualized | | |
| | Tenant | | # of Stores | | Total GLA | | of Total | | Base Rent (1) | | Base Rent (2) | | Type of Business |
| | | | | | | | | | | | | | |
1 | | TJX Companies (3) | | 50 | | 1,547,399 | | 5.65% | | $ | 14,109,588 | | 5.56% | | Off Price/Soft Goods |
2 | | Kroger (4) | | 13 | | 728,832 | | 2.66% | | 5,069,263 | | 2.00% | | Grocer |
3 | | Supervalu (5) | | 10 | | 675,586 | | 2.47% | | 4,814,759 | | 1.90% | | Grocer |
4 | | Staples | | 12 | | 292,901 | | 1.07% | | 3,438,304 | | 1.35% | | Office Products |
5 | | Roundy’s (6) | | 8 | | 491,482 | | 1.79% | | 3,249,533 | | 1.28% | | Grocer |
6 | | Home Depot | | 4 | | 459,073 | | 1.68% | | 3,040,470 | | 1.20% | | Home Improvement |
7 | | Charming Shoppes (7) | | 33 | | 272,532 | | 0.99% | | 3,037,242 | | 1.20% | | Discount / Apparel |
8 | | Safeway (8) | | 5 | | 327,249 | | 1.19% | | 2,889,718 | | 1.14% | | Grocer |
9 | | Office Depot | | 10 | | 267,261 | | 0.98% | | 2,787,568 | | 1.10% | | Office Products |
10 | | Wal-Mart | | 7 | | 636,968 | | 2.32% | | 2,703,944 | | 1.07% | | Discount |
11 | | Dollar Tree | | 34 | | 322,506 | | 1.18% | | 2,694,247 | | 1.06% | | Discount |
12 | | Blockbuster | | 23 | | 150,974 | | 0.55% | | 2,653,156 | | 1.05% | | Video Sales / Rentals |
13 | | OfficeMax | | 10 | | 250,837 | | 0.92% | | 2,630,586 | | 1.04% | | Office Products |
14 | | Sears Holdings Corporation (9) | | 11 | | 488,210 | | 1.78% | | 2,600,533 | | 1.02% | | Discount |
15 | | Associated Wholesale Grocers (10) | | 6 | | 431,259 | | 1.57% | | 2,587,460 | | 1.02% | | Grocer |
16 | | Linens ‘N Things | | 7 | | 214,741 | | 0.78% | | 2,494,947 | | 0.98% | | Soft Goods |
17 | | Barnes & Noble | | 6 | | 153,445 | | 0.56% | | 2,464,951 | | 0.97% | | Books / Cards / Gifts |
18 | | Bed, Bath & Beyond | | 6 | | 161,482 | | 0.59% | | 2,374,795 | | 0.94% | | Soft Goods |
19 | | Hallmark | | 36 | | 189,590 | | 0.69% | | 2,328,684 | | 0.92% | | Cards/Gifts |
20 | | Walgreens | | 13 | | 171,895 | | 0.63% | | 2,325,227 | | 0.92% | | Drug Store |
| | | | | | | | | | | | | | | |
1. We calculate annualized base rent for all leases in place in which tenants are in occupancy at June 30, 2006 as follows: total base rent to be received during the entire term of each lease, divided by the terms in months for such leases, multiplied by 12. For any leases relating to properties we acquire, we calculate total base rent to be received beginning from the date we acquired the property.
2 Represents total Tenant Annualized Base Rent divided by Total Annualized Base Rent of $253,881,037.
3 TJX Companies include: TJ Maxx (23), Marshalls (16), A.J. Wright (5), Homegoods (4) and Bob’s Stores (2).
4 The Kroger Co. includes: Kroger (11), Pay Less Supermarket (1) and Dillons (1).
5 Supervalu Inc. includes: Cub Foods (5), Shop n’ Save (1), Shop Rite (1) and Ray’s Supermarket (1). Supervalu Inc. also includes (2) Cub Foods locations leased by a limited liability corporation of which Supervalu Inc. is a member.
6 Roundy’s, Inc. includes: Pick N Save (4) and Rainbow Foods (4).
7 Charming Shoppes includes: Fashion Bug (24), Lane Bryant (6) and Catherine’s (3).
8 Safeway includes: Dominick’s (2), Randall’s Food Market (2) and Tom Thumb (1).
9 Sears Holding Corporation includes: K-Mart (4), Sears (3), Sears Dental (1), Sears NTB (1), Sears Paint & Hardware (1) and Lands’ End (1).
10 Associated Wholesale Grocers includes (6) Price Chopper locations.
17
Portfolio Overview - Core Portfolio
Geographic Distribution Based on Square Footage
| | Total | | % of | | Annualized | | % of | | | |
Number of Geographic Area | | Properties | | Owned GLA | | Total | | Based Rent | | Total | |
| | | | | | | | | | | |
East: | | | | | | | | | | | |
North Carolina | | 10 | | 2,726,103 | | 9.95 | % | $ | 25,123,975 | | 9.90 | % |
Massachusetts | | 7 | | 1,188,947 | | 4.34 | % | 17,394,769 | | 6.85 | % |
New York | | 15 | | 1,177,360 | | 4.30 | % | 19,170,667 | | 7.55 | % |
Tennessee | | 4 | | 1,171,189 | | 4.27 | % | 10,517,811 | | 4.14 | % |
Pennsylvania | | 4 | | 1,126,068 | | 4.11 | % | 11,025,374 | | 4.34 | % |
Florida | | 5 | | 1,036,531 | | 3.78 | % | 8,032,881 | | 3.16 | % |
New Hampshire | | 4 | | 811,800 | | 2.96 | % | 6,602,416 | | 2.60 | % |
New Jersey | | 3 | | 611,877 | | 2.23 | % | 8,532,571 | | 3.36 | % |
Connecticut | | 6 | | 467,423 | | 1.71 | % | 6,758,882 | | 2.66 | % |
Other states | | 6 | | 1,186,723 | | 4.33 | % | 11,265,602 | | 4.44 | % |
Subtotal | | 64 | | 11,504,021 | | 41.98 | % | 124,424,948 | | 49.01 | % |
| | | | | | | | | | | |
Midwest: | | | | | | | | | | | |
Illinois | | 18 | | 3,380,383 | | 12.34 | % | 29,617,000 | | 11.67 | % |
Minnesota | | 17 | | 2,655,062 | | 9.69 | % | 24,894,003 | | 9.81 | % |
Indiana | | 13 | | 2,615,365 | | 9.54 | % | 17,538,019 | | 6.91 | % |
Missouri | | 9 | | 1,606,738 | | 5.86 | % | 12,779,341 | | 5.03 | % |
Wisconsin | | 10 | | 1,161,286 | | 4.24 | % | 9,238,432 | | 3.64 | % |
Texas | | 7 | | 969,213 | | 3.54 | % | 11,764,164 | | 4.63 | % |
Kansas | | 6 | | 933,762 | | 3.41 | % | 5,712,059 | | 2.25 | % |
Michigan | | 4 | | 918,256 | | 3.35 | % | 7,012,429 | | 2.76 | % |
Other states | | 14 | | 1,659,250 | | 6.05 | % | 10,900,641 | | 4.29 | % |
Subtotal | | 98 | | 15,899,315 | | 58.02 | % | 129,456,089 | | 50.99 | % |
| | | | | | | | | | | |
Total | | 162 | | 27,403,336 | | 100.00 | % | $ | 253,881,037 | | 100.00 | % |
| | | | | | | | | | | |
18
Anchor Lease Expiration as of June 30, 2006 (1) - Core Portfolio
| | Number of | | | | | | | | | | Expiring | |
| | Expiring | | Expiring | | % of Total | | Expiring | | % of Total | | Base Rent / | |
Lease Expiration Year | | Leases | | Square Feet | | Sq. Ft. Expiring | | Base Rent (2) | | Base Rent | | Sq. Ft. (3) | |
| | | | | | | | | | | | | |
2006 (4) (5) | | 12 | | 446,276 | | 2.8 | % | $ | 2,353,093 | | 1.9 | % | $ | 5.27 | |
2007 | | 35 | | 1,231,786 | | 7.7 | % | 8,241,476 | | 6.6 | % | 6.69 | |
2008 | | 40 | | 1,386,424 | | 8.6 | % | 9,782,019 | | 7.8 | % | 7.06 | |
2009 | | 47 | | 1,866,500 | | 11.6 | % | 12,932,008 | | 10.3 | % | 6.93 | |
2010 | | 34 | | 1,087,079 | | 6.8 | % | 9,589,932 | | 7.7 | % | 8.82 | |
2011 | | 42 | | 1,593,324 | | 9.9 | % | 13,161,036 | | 10.5 | % | 8.26 | |
2012 | | 30 | | 1,001,685 | | 6.2 | % | 8,829,783 | | 7.1 | % | 8.81 | |
2013 | | 25 | | 1,096,531 | | 6.8 | % | 8,036,240 | | 6.4 | % | 7.33 | |
2014 | | 27 | | 1,005,615 | | 6.2 | % | 9,461,860 | | 7.6 | % | 9.41 | |
2015 | | 24 | | 1,029,281 | | 6.4 | % | 7,460,643 | | 6.0 | % | 7.25 | |
2016 and Thereafter | | 83 | | 4,355,449 | | 27.1 | % | 35,142,566 | | 28.1 | % | 8.07 | |
| | | | | | | | | | | | | |
Totals | | 399 | | 16,099,950 | | 100.0 | % | $ | 124,990,656 | | 100.0 | % | $ | 7.76 | |
1 We define anchor tenants as single tenants which lease 15,000 square feet or more at a property.
2 Represents the last 12 months of rent payable immediately prior to the expiration of the lease.
3 Represents Expiring Base Rent divided by Expiring Square Feet.
4 Represents the period from July 1, 2006 through December 31, 2006.
5 Includes tenants on a month-to-month agreement.
19
Non-Anchor Lease Expiration as of June 30, 2006 - Core Portfolio
Lease | | Number of | | | | | | | | | | Expiring | |
Expiration | | Expiring | | Expiring | | % of Total | | Expiring | | % of Total | | Base Rent / | |
Year | | Leases | | Square Feet | | Sq. Ft. Expiring | | Base Rent (1) | | Base Rent | | Sq. Ft. (2) | |
| | | | | | | | | | | | | |
2006 (3) (4) | | 303 | | 716,639 | | 7.84 | % | $ | 9,948,387 | | 7.25 | % | $ | 13.88 | |
2007 | | 481 | | 1,425,217 | | 15.60 | % | 20,415,125 | | 14.87 | % | 14.32 | |
2008 | | 523 | | 1,687,780 | | 18.47 | % | 24,008,471 | | 17.49 | % | 14.22 | |
2009 | | 408 | | 1,350,782 | | 14.78 | % | 20,524,122 | | 14.95 | % | 15.19 | |
2010 | | 356 | | 1,329,924 | | 14.55 | % | 20,188,405 | | 14.71 | % | 15.18 | |
2011 | | 281 | | 1,091,000 | | 11.94 | % | 15,401,428 | | 11.22 | % | 14.12 | |
2012 | | 90 | | 367,867 | | 4.03 | % | 6,587,552 | | 4.80 | % | 17.91 | |
2013 | | 64 | | 279,734 | | 3.06 | % | 4,828,746 | | 3.52 | % | 17.26 | |
2014 | | 60 | | 249,434 | | 2.73 | % | 4,554,941 | | 3.32 | % | 18.26 | |
2015 | | 43 | | 189,541 | | 2.07 | % | 3,645,777 | | 2.66 | % | 19.23 | |
2016 and Thereafter | | 89 | | 450,649 | | 4.93 | % | 7,142,547 | | 5.20 | % | 15.85 | |
| | | | | | | | | | | | | |
Totals | | 2,698 | | 9,138,567 | | 100.00 | % | $ | 137,245,501 | | 100.00 | % | $ | 15.02 | |
1 Represents the last 12 months of rent payable immediately prior to the expiration of the lease.
2 Represents Expiring Base Rent divided by Expiring Square Feet.
3 Represents the period from July 1, 2006 through December 31, 2006.
4 Includes tenants on a month-to-month agreement.
20
Total Lease Expiration as of June 30, 2006 - Core Portfolio
Lease | | Number of | | | | | | | | | | Expiring | |
Expiration | | Expiring | | Expiring | | % of Total | | Expiring | | % of Total | | Base Rent / | |
Year | | Leases | | Square Feet | | Sq. Ft. Expiring | | Base Rent (1) | | Base Rent | | Sq. Ft. (2) | |
| | | | | | | | | | | | | |
2006 (3) (4) | | 315 | | 1,162,915 | | 4.6 | % | $ | 12,301,480 | | 4.7 | % | $ | 10.58 | |
2007 | | 516 | | 2,657,003 | | 10.5 | % | 28,656,601 | | 10.9 | % | 10.79 | |
2008 | | 563 | | 3,074,204 | | 12.2 | % | 33,790,490 | | 12.9 | % | 10.99 | |
2009 | | 455 | | 3,217,282 | | 12.7 | % | 33,456,130 | | 12.8 | % | 10.40 | |
2010 | | 390 | | 2,417,003 | | 9.6 | % | 29,778,337 | | 11.4 | % | 12.32 | |
2011 | | 323 | | 2,684,324 | | 10.6 | % | 28,562,464 | | 10.9 | % | 10.64 | |
2012 | | 120 | | 1,369,552 | | 5.4 | % | 15,417,335 | | 5.9 | % | 11.26 | |
2013 | | 89 | | 1,376,265 | | 5.5 | % | 12,864,986 | | 4.9 | % | 9.35 | |
2014 | | 87 | | 1,255,049 | | 5.0 | % | 14,016,801 | | 5.3 | % | 11.17 | |
2015 | | 67 | | 1,218,822 | | 4.8 | % | 11,106,420 | | 4.2 | % | 9.11 | |
2016 and Thereafter | | 172 | | 4,806,098 | | 19.0 | % | 42,285,113 | | 16.1 | % | 8.80 | |
| | | | | | | | | | | | | |
Totals | | 3,097 | | 25,238,517 | | 100.0 | % | $ | 262,236,157 | | 100.0 | % | $ | 10.39 | |
1 Represents the last 12 months of rent payable immediately prior to the expiration of the lease.
2 Represents Expiring Base Rent divided by Expiring Square Feet.
3 Represents the period from July 1, 2006 through December 31, 2006.
4 ncludes tenants on a month-to-month agreement.
21
Historical Leasing Production (3) - Core Portfolio - Cash Basis
| | Three Months Ended | | Six Months Ended | | Year Ended December 31, | |
Retail Portfolio | | June 30, 2006 | | June 30, 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
New Leases | | | | | | | | | | | | | |
Number of new leases signed | | 50 | | 94 | | 201 | | 255 | | 221 | | 248 | |
GLA leased (sq. ft. at end of period) | | 239,992 | | 470,481 | | 751,590 | | 1,290,505 | | 981,733 | | 1,034,792 | |
New base rent/sq. ft. (1) | | $ | 11.78 | | $ | 10.93 | | $ | 11.32 | | $ | 9.94 | | $ | 9.66 | | $ | 9.91 | |
Expiring base rent/sq. ft. (2) | | $ | 10.67 | | $ | 10.09 | | $ | 10.57 | | $ | 9.14 | | $ | 8.92 | | $ | 8.98 | |
Percentage growth in base rent | | 10.4 | % | 8.4 | % | 7.0 | % | 8.8 | % | 8.3 | % | 10.3 | % |
| | | | | | | | | | | | | |
Renewals | | | | | | | | | | | | | |
Number of renewals signed | | 102 | | 207 | | 462 | | 414 | | 374 | | 391 | |
GLA leased (sq. ft. at end of period) | | 430,653 | | 1,087,451 | | 1,976,782 | | 1,809,969 | | 1,836,182 | | 1,563,427 | |
New base rent/sq. ft. | | $ | 14.45 | | $ | 11.79 | | $ | 11.62 | | $ | 11.35 | | $ | 10.09 | | $ | 10.91 | |
Expiring base rent/sq. ft. | | $ | 13.98 | | $ | 11.24 | | $ | 10.92 | | $ | 10.71 | | $ | 9.59 | | $ | 10.39 | |
Percentage growth in base rent | | 3.4 | % | 4.9 | % | 6.5 | % | 5.9 | % | 5.2 | % | 5.0 | % |
| | | | | | | | | | | | | |
Total New Leases and Renewals | | | | | | | | | | | | | |
Number of new leases and renewals signed | | 152 | | 301 | | 663 | | 669 | | 595 | | 639 | |
GLA leased (sq. ft. at end of period) | | 670,645 | | 1,557,932 | | 2,728,372 | | 3,100,474 | | 2,817,915 | | 2,598,219 | |
New base rent/sq. ft. | | $ | 13.50 | | $ | 11.53 | | $ | 11.54 | | $ | 10.77 | | $ | 9.94 | | $ | 10.51 | |
Expiring base rent/sq. ft. | | $ | 12.79 | | $ | 10.89 | | $ | 10.82 | | $ | 10.06 | | $ | 9.36 | | $ | 9.83 | |
Percentage growth in base rent | | 5.5 | % | 5.9 | % | 6.6 | % | 7.0 | % | 6.2 | % | 6.9 | % |
| | Three Months Ended | | Six Months Ended | | Year Ended December 31, | |
Total Portfolio | | June 30, 2006 | | June 30, 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
New Leases | | | | | | | | | | | | | |
Number of new leases signed | | 52 | | 99 | | 212 | | 263 | | 238 | | 268 | |
GLA leased (sq. ft. at end of period) | | 243,608 | | 482,096 | | 781,884 | | 1,310,451 | | 1,011,736 | | 1,061,614 | |
New base rent/sq. ft. (1) | | $ | 12.01 | | $ | 11.46 | | $ | 11.98 | | $ | 10.24 | | $ | 10.13 | | $ | 10.48 | |
Expiring base rent/sq. ft. (2) | | $ | 10.92 | | $ | 10.62 | | $ | 11.80 | | $ | 9.59 | | $ | 9.62 | | $ | 9.55 | |
Percentage growth in base rent | | 9.9 | % | 7.9 | % | 1.5 | % | 6.8 | % | 5.3 | % | 9.7 | % |
| | | | | | | | | | | | | |
Renewals | | | | | | | | | | | | | |
Number of renewals signed | | 106 | | 211 | | 469 | | 421 | | 392 | | 398 | |
GLA leased (sq. ft. at end of period) | | 433,034 | | 1,089,832 | | 1,997,667 | | 1,829,089 | | 1,863,236 | | 1,577,270 | |
New base rent/sq. ft. | | $ | 14.52 | | $ | 11.82 | | $ | 11.80 | | $ | 11.55 | | $ | 10.62 | | $ | 11.04 | |
Expiring base rent/sq. ft. | | $ | 14.04 | | $ | 11.27 | | $ | 11.22 | | $ | 10.94 | | $ | 10.09 | | $ | 10.51 | |
Percentage growth in base rent | | 3.4 | % | 4.9 | % | 5.2 | % | 5.5 | % | 5.2 | % | 5.0 | % |
| | | | | | | | | | | | | |
Total New Leases and Renewals | | | | | | | | | | | | | |
Number of new leases and renewals signed | | 158 | | 310 | | 681 | | 684 | | 630 | | 666 | |
GLA leased (sq. ft. at end of period) | | 676,642 | | 1,571,928 | | 2,779,551 | | 3,139,540 | | 2,874,972 | | 2,638,884 | |
New base rent/sq. ft. | | $ | 13.62 | | $ | 11.71 | | $ | 11.85 | | $ | 11.00 | | $ | 10.44 | | $ | 10.81 | |
Expiring base rent/sq. ft. | | $ | 12.92 | | $ | 11.07 | | $ | 11.38 | | $ | 10.38 | | $ | 9.92 | | $ | 10.12 | |
Percentage growth in base rent | | 5.4 | % | 5.8 | % | 4.1 | % | 6.0 | % | 5.2 | % | 6.8 | % |
(1) New Base Rent represents the base rent payable for the first 12 months of the lease.
(2) Expiring Base Rent represents the last 12 months of the rent payable immediately prior to the expiration of the lease.
(3) Leasing production amounts presented represent comparable square footage and exclude leasing of vacant space at newly acquired centers, leasing of anchor space vacant greater than 24 months and newly developed square footage.
22
Historical Capital Expenditures,
Tenant Improvement Costs and Leasing Commissions - Core Portfolio (1)
| | Three Months Ended | | Six Months Ended | | Year Ended December 31, | |
| | June 30, 2006 | | June 30, 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Average number of square feet | | 28,045,000 | | 28,459,000 | | 28,468,000 | | 27,969,000 | | 26,792,000 | | 25,117,000 | |
| | | | | | | | | | | | | |
Maintenance capital expenditures | | $ | 1,602,000 | | $ | 1,916,000 | | $ | 9,677,000 | | $ | 6,962,000 | | $ | 8,408,000 | | $ | 8,145,000 | |
| | | | | | | | | | | | | |
Per square foot | | $ | 0.06 | | $ | 0.07 | | $ | 0.34 | | $ | 0.25 | | $ | 0.31 | | $ | 0.32 | |
| | | | | | | | | | | | | |
Tenant improvements | | $ | 2,104,000 | | $ | 4,659,000 | | $ | 15,676,000 | | $ | 20,454,000 | | $ | 11,938,000 | | $ | 11,876,000 | |
Leasing commissions | | 1,079,000 | | 2,161,000 | | 5,110,000 | | 4,782,000 | | 4,931,000 | | 4,461,000 | |
Total | | $ | 3,183,000 | | $ | 6,820,000 | | $ | 20,786,000 | | $ | 25,236,000 | | $ | 16,869,000 | | $ | 16,337,000 | |
| | | | | | | | | | | | | |
Per square foot | | $ | 0.11 | | $ | 0.24 | | $ | 0.73 | | $ | 0.90 | | $ | 0.63 | | $ | 0.65 | |
(1) Historical capital expenditures and tenant improvement costs exclude amounts related to newly developed square footage, expansions and re-developments.
23
Same Property Net Operating Income (1)
(in thousands of dollars)
| | Three Months Ended | | | | Six Months Ended | | | |
| | June 30, | | | | June 30, | | | |
| | 2006 | | 2005 | | | | 2006 | | 2005 | | | |
| | | | | | | | | | | | | |
Total revenue | | $ | 81,255 | | $ | 81,241 | | | | $ | 163,995 | | $ | 163,867 | | | |
Operating expenses | | (23,998 | ) | (22,820 | ) | | | (48,718 | ) | (48,381 | ) | | |
| | | | | | | | | | | | | |
Net operating income | | 57,257 | | 58,421 | | -2.0 | % | 115,277 | | 115,486 | | -0.2 | % |
| | | | | | | | | | | | | |
Less: Lease termination income | | — | | (1 | ) | | | (49 | ) | (365 | ) | | |
| | | | | | | | | | | | | |
Net operating income, as adjusted | | $ | 57,257 | | $ | 58,420 | | -2.0 | % | $ | 115,228 | | $ | 115,121 | | 0.1 | % |
(1) - - Same Property Net Operating Income includes the 155 properties acquired prior to January 1, 2005, that remained in the total portfolio through June 30, 2006. Net operating income, or “NOI”, is a non-GAAP financial measure equal to net income available to common shareholders (the most directly comparable GAAP financial measure), plus impairment losses, income allocated to exchangeable limited partnership units, net derivative losses (gains), losses (gains) on investments in securities, losses from prepayment of debt, general and administrative expense, depreciation and amortization, and interest expense, less income from discontinued operations, gains on sales of real estate investments and land, equity in income from unconsolidated joint ventures and interest and other income, including tax incentive financing income of $110 and $122 for the three months ended June 30, 2006 and 2005, respectively, and $576 and $1,248 for the six months ended June, 2006 and 2005, respectively.
24
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
| | | | | | | | | | | | | | | | |
Shopping Centers: | | | | | | | | | | | | | | | | |
Connecticut | | | | | | | | | | | | | | | | |
Crossroads I & II | | 1994 | | 100% | | 105,662 | | 217,662 | | 202,795 | | Home Depot (Non-Owned) | | $ | 2,134,187 | | $ | 20.20 |
| | | | | | | | | | | | The Sports Authority | | | | |
| | | | | | | | | | | | Borders | | | | |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | | | | | |
Crossroads III | | 1994 | | 35% | | 68,750 | | 68,750 | | 16,278 | | Petco | | $ | 476,442 | | $ | 6.93 |
| | | | | | | | | | | | | | | | |
Hale Road | | 2002 | | 100% | | 103,931 | | 103,931 | | 82,221 | | Babies R US | | $ | 1,460,840 | | $ | 14.06 |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | AC Moore Arts & Crafts | | | | |
| | | | | | | | | | | | | | | | |
Northern Hills | | 2001 | | 100% | | 12,000 | | 304,450 | | 292,450 | | Lowe’s Home Centers (Non-Owned) | | $ | 383,197 | | $ | 31.93 |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Slater Street | | 1998 | | 100% | | 51,370 | | 96,185 | | 64,815 | | Best Buy (Non-Owned) | | $ | 933,137 | | $ | 18.17 |
| | | | | | | | | | | | Office Depot / Bassett Furniture | | | | |
| | | | | | | | | | | | | | | | |
Torrington Plaza | | 1963/1994 | | 96% | | 125,710 | | 132,910 | | 42,037 | | TJ Maxx | | $ | 1,371,078 | | $ | 10.91 |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | | | | | |
Florida | | | | | | | | | | | | | | | | |
Barton Commons | | 1989 | | 42% | | 215,049 | | 218,049 | | 52,039 | | Bealls Dept. Store | | $ | 436,788 | | $ | 2.03 |
| | | | | | | | | | | | Bealls Outlet | | | | |
| | | | | | | | | | | | | | | | |
Naples Shopping Center | | 1962/1997 | | 100% | | 198,843 | | 202,343 | | 162,486 | | Publix Supermarket | | $ | 2,064,594 | | $ | 10.38 |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | Books A Million | | | | |
| | | | | | | | | | | | | | | | |
Park Shore Shopping Center | | 1973/1993 | | 100% | | 231,830 | | 240,330 | | 188,180 | | Fresh Market | | $ | 1,932,463 | | $ | 8.34 |
| | | | | | | | | | | | K-Mart | | | | |
| | | | | | | | | | | | Hudson Furniture | | | | |
| | | | | | | | | | | | Homegoods | | | | |
| | | | | | | | | | | | Sound Advice | | | | |
| | | | | | | | | | | | | | | | |
Shoppers Haven Shopping Center | | 1959/1998 | | 98% | | 206,942 | | 206,942 | | 130,687 | | Winn Dixie Supermarket | | $ | 1,867,134 | | $ | 9.02 |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | AC Moore Arts & Crafts | | | | |
| | | | | | | | | | | | Walgreens | | | | |
| | | | | | | | | | | | Bealls Outlet | | | | |
| | | | | | | | | | | | | | | | |
Venetian Isle Shopping Center (8) | | 1959/1992 | | 99% | | 183,867 | | 187,367 | | 111,831 | | Publix Supermarket | | $ | 1,731,901 | | $ | 9.42 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | Rec Warehouse Pools and Spas | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | | | | | |
Georgia | | | | | | | | | | | | | | | | |
Shenandoah Plaza | | 1987 | | 97% | | 141,072 | | 144,072 | | 113,922 | | Ingles Market/Goodwill Emporium | | $ | 673,279 | | $ | 4.77 |
| | | | | | | | | | | | Wal-Mart/Big Lots/ACS | | | | |
25
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Illinois | | | | | | | | | | | | | | | | |
Bartonville Square | | 1972 | | 100% | | 61,678 | | 61,678 | | 41,824 | | Kroger Supermarket | | $ | 301,058 | | $ | 4.88 |
| | | | | | | | | | | | | | | | |
Butterfield Square | | 1997 | | 96% | | 106,767 | | 121,370 | | 51,677 | | Sunset Foods | | $ | 1,440,428 | | $ | 13.49 |
| | | | | | | | | | | | | | | | |
The Commons of Chicago Ridge | | 1992/1999 | | 100% | | 324,530 | | 324,530 | | 264,039 | | Home Depot | | $ | 3,691,907 | | $ | 11.38 |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Pep Boys (Ground Lease) | | | | |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | X Sport Fitness | | | | |
| | | | | | | | | | | | | | | | |
The Commons of Crystal Lake | | 1995/1998 | | 91% | | 273,060 | | 365,335 | | 210,569 | | Jewel Foods/Osco Drugs | | $ | 3,018,745 | | $ | 11.06 |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Toys R Us | | | | |
| | | | | | | | | | | | Hobby Lobby (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Crossroads Centre | | 1975/1988 | | 98% | | 242,470 | | 247,970 | | 129,468 | | KM Fairview Heights LLC/Hobby Lobby/Big Lots (Ground Lease) | | $ | 1,536,707 | | $ | 6.34 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | | | | | |
Fairhills Shopping Center | | 1971/1989 | | 89% | | 107,584 | | 117,684 | | 49,330 | | Jewel Foods/Osco Drugs | | $ | 598,499 | | $ | 5.56 |
| | | | | | | | | | | | | | | | |
Heritage Square | | 1992 | | 77% | | 210,752 | | 210,752 | | 117,054 | | Circuit City | | $ | 2,171,200 | | $ | 10.30 |
| | | | | | | | | | | | Carson Furniture Gallery | | | | |
| | | | | | | | | | | | DSW Shoe Warehouse | | | | |
| | | | | | | | | | | | | | | | |
High Point Centre | | 1988 | | 98% | | 239,892 | | 239,892 | | 141,068 | | Cub Foods | | $ | 2,233,511 | | $ | 9.31 |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | Hancock Fabrics | | | | |
| | | | | | | | | | | | Babies R Us | | | | |
| | | | | | | | | | | | | | | | |
Long Meadow Commons | | 1996 | | 85% | | 118,471 | | 118,471 | | 65,816 | | Dominick’s Supermarket | | $ | 1,500,885 | | $ | 12.67 |
Parkway Pointe | | 1996 | | 86% | | 38,737 | | 222,037 | | 179,300 | | Wal-Mart (Non-Owned) | | $ | 488,988 | | $ | 12.62 |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | Party Tree (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Rivercrest | | 1992/1999 | | 100% | | 488,680 | | 847,635 | | 711,859 | | Dominick’s Supermarket | | $ | 4,425,403 | | $ | 9.06 |
| | | | | | | | | | | | Best Buy | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Kimco Realty Corp./K-Mart | | | | |
| | | | | | | | | | | | Sears | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Hollywood Park | | | | |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | Kohl’s (Non-Owned) | | | | |
| | | | | | | | | | | | Menards (Non-Owned) | | | | |
| | | | | | | | | | | | Sony Theaters (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Rollins Crossing | | 1995/1998 | | 100% | | 148,117 | | 342,237 | | 283,704 | | Super K-Mart (Non-Owned) | | $ | 1,160,288 | | $ | 7.83 |
| | | | | | | | | | | | Sears Paint & Hardware | | | | |
| | | | | | | | | | | | Regal Cinema (Ground Lease) | | | | |
| | | | | | | | | | | | | | | | |
Sangamon Center North | | 1970/1996 | | 100% | | 139,907 | | 151,107 | | 79,257 | | Schnuck’s Supermarket | | $ | 1,198,297 | | $ | 8.56 |
| | | | | | | | | | | | U.S. Post Office | | | | |
26
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Sheridan Village | | 1954/1995 | | 92% | | 303,915 | | 303,915 | | 177,409 | | Bergner’s Dept Store | | $ | 1,518,387 | | $ | 5.00 |
| | | | | | | | | | | | Cohen’s Furniture Co. | | | | |
| | | | | | | | | | | | | | | | |
Sterling Bazaar | | 1992 | | 96% | | 84,438 | | 84,438 | | 52,337 | | Kroger Supermarket | | $ | 767,012 | | $ | 9.08 |
| | | | | | | | | | | | | | | | |
Twin Oaks Centre | | 1991 | | 94% | | 98,197 | | 98,197 | | 59,682 | | Hy-Vee Supermarket | | $ | 689,940 | | $ | 7.03 |
| | | | | | | | | | | | | | | | |
Wardcliffe Shopping Center | | 1976/1977 | | 96% | | 67,681 | | 67,681 | | 48,341 | | CVS | | $ | 304,140 | | $ | 4.49 |
| | | | | | | | | | | | Big Lots | | | | |
| | | | | | | | | | | | | | | | |
Westview Center | | 1992 | | 97% | | 325,507 | | 416,307 | | 261,263 | | Cub Foods | | $ | 2,571,606 | | $ | 7.90 |
| | | | | | | | | | | | LA Fitness | | | | |
| | | | | | | | | | | | La Moda Furniture | | | | |
| | | | | | | | | | | | Value City Dept. Store (Non-Owned) | | | | |
| | | | | | | | | | | | The Salvation Army Family Store | | | | |
| | | | | | | | | | | | | | | | |
Indiana | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Apple Glen Crossing | | 2001/2002 | | 98% | | 150,446 | | 440,987 | | 384,426 | | Super Wal-Mart (Non-Owned) | | $ | 1,838,470 | | $ | 12.22 |
| | | | | | | | | | | | Kohl’s (Non-Owned) | | | | |
| | | | | | | | | | | | Dick’s Sporting Goods | | | | |
| | | | | | | | | | | | Best Buy (Ground Lease) | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | | | | | |
County Line Mall | | 1976/1991 | | 93% | | 268,411 | | 271,211 | | 213,950 | | Kroger Supermarket | | $ | 1,750,528 | | |
| | $6.52 | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Old Time Pottery | | | | |
| | | | | | | | | | | | Sofa Express | | | | |
| | | | | | | | | | | | | | | | |
Double Tree Plaza | | 1996 | | 92% | | 98,342 | | 110,342 | | 49,773 | | Amelia’s Supermarket | | $ | 674,614 | | $ | 6.86 |
| | | | | | | | | | | | | | | | |
Germantown Shopping Center | | 1985 | | 74% | | 216,430 | | 223,630 | | 104,884 | | Sav-A-Lot Supermarket | | $ | 988,571 | | $ | 4.57 |
| | | | | | | | | | | | Elder Beerman Department Store | | | | |
| | | | | | | | | | | | Englert’s Home Comfort Center | | | | |
| | | | | | | | | | | | | | | | |
King’s Plaza | | 1965 | | 86% | | 102,788 | | 104,888 | | 60,200 | | Cub Foods | | $ | 447,964 | | $ | 4.36 |
| | | | | | | | | | | | | | | | |
Lincoln Plaza | | 1968 | | 93% | | 103,938 | | 103,938 | | 47,228 | | Kroger Supermarket | | $ | 688,868 | | $ | 6.63 |
| | | | | | | | | | | | | | | | |
Martin’s Bittersweet Plaza | | 1992 | | 100% | | 91,798 | | 94,808 | | 71,157 | | Martin’s Supermarket | | $ | 717,079 | | $ | 7.81 |
| | | | | | | | | | | | Osco Drug | | | | |
| | | | | | | | | | | | | | | | |
Meridian Village | | 1990 | | 94% | | 130,774 | | 130,774 | | 65,030 | | O’Malia’s Supermarket | | $ | 1,253,994 | | $ | 9.59 |
| | | | | | | | | | | | Godby Home Furnishings | | | | |
| | | | | | | | | | | | | | | | |
Rivergate Shopping Center | | 1982 | | 82% | | 133,086 | | 137,486 | | 90,666 | | Traderbakers | | $ | 211,241 | | $ | 1.59 |
| | | | | | | | | | | | | | | | |
Sagamore Park Centre | | 1982 | | 90% | | 118,436 | | 118,436 | | 66,063 | | Payless Supermarket | | $ | 898,855 | | $ | 7.59 |
| | | | | | | | | | | | | | | | |
Speedway SuperCenter | | 1960/1998 | | 84% | | 564,279 | | 569,879 | | 237,624 | | Kroger Supermarket | | $ | 4,428,518 | | $ | 7.85 |
| | | | | | | | | | | | AJ Wright | | | | |
| | | | | | | | | | | | Kohl’s | | | | |
| | | | | | | | | | | | Sears | | | | |
| | | | | | | | | | | | Factory Card Outlet | | | | |
| | | | | | | | | | | | Petco | | | | |
| | | | | | | | | | | | | | | | |
The Village | | 1950 | | 72% | | 304,725 | | 307,525 | | 63,325 | | AJ Wright | | $ | 2,097,824 | | $ | 6.88 |
| | | | | | | | | | | | Dollar Tree | | | | |
| | | | | | | | | | | | Indiana Department of Employment | | | | |
| | | | | | | | | | | | | | | | |
Washington Lawndale Commons | | 1957/1993 | | 77% | | 331,912 | | 331,912 | | 168,409 | | Stein Mart | | $ | 1,541,494 | | $ | 4.64 |
| | | | | | | | | | | | Dunham’s Sporting Goods | | | | |
| | | | | | | | | | | | Gensic’s Furniture House | | | | |
| | | | | | | | | | | | Evansville Antique Mall | | | | |
| | | | | | | | | | | | Books A Million | | | | |
| | | | | | | | | | | | Big Lots | | | | |
27
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Iowa | | | | | | | | | | | | | | | | |
Burlington Plaza West | | 1989 | | 81% | | 88,118 | | 92,118 | | 52,468 | | Hobby Lobby | | $ | 378,380 | | $ | 4.29 |
| | | | | | | | | | | | | | | | |
Davenport Retail Center | | 1996 | | 100% | | 62,588 | | 229,588 | | 214,433 | | Staples | | $ | 640,535 | | $ | 10.23 |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | Super Target (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Kimberly West | | 1987/1997 | | 89% | | 113,713 | | 116,513 | | 76,896 | | Hy-Vee Supermarket | | $ | 656,744 | | $ | 5.78 |
| | | | | | | | | | | | | | | | |
Parkwood Plaza | | 1992 | | 42% | | 126,369 | | 126,369 | | N/A | | N/A | | $ | 227,581 | | $ | 1.80 |
| | | | | | | | | | | | | | | | |
Southgate Shopping Center | | 1972/1996 | | 77% | | 154,174 | | 154,174 | | 78,388 | | Hy-Vee Supermarket | | $ | 441,917 | | $ | 2.87 |
| | | | | | | | | | | | | | | | |
Spring Village | | 1980/1991 | | 44% | | 90,263 | | 92,763 | | N/A | | N/A | | $ | 312,548 | | $ | 3.46 |
| | | | | | | | | | | | | | | | |
Warren Plaza | | 1980/1993 | | 97% | | 90,102 | | 187,135 | | 160,925 | | Hy-Vee Supermarket | | $ | 693,669 | | $ | 7.70 |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Kansas | | | | | | | | | | | | | | | | |
Mid State Plaza | | 1971 | | 94% | | 288,177 | | 294,677 | | 152,692 | | Ashley Furniture Home Store | | $ | 884,921 | | $ | 3.07 |
| | | | | | | | | | | | Sutherlands Lumber | | | | |
| | | | | | | | | | | | Hobby Lobby | | | | |
| | | | | | | | | | | | | | | | |
Santa Fe Square | | 1987 | | 90% | | 133,698 | | 133,698 | | 55,820 | | Hy-Vee Supermarket/Office Depot/Bloom Brothers | | $ | 1,227,206 | | $ | 9.18 |
| | | | | | | | | | | | | | | | |
Shawnee Parkway Plaza | | 1979/1995 | | 96% | | 92,213 | | 92,213 | | 59,128 | | Price Chopper Supermarket | | $ | 663,284 | | $ | 7.19 |
| | | | | | | | | | | | | | | | |
Village Plaza | | 1975 | | 95% | | 55,698 | | 55,698 | | 31,431 | | Ray’s Apple Market | | $ | 237,032 | | $ | 4.26 |
| | | | | | | | | | | | | | | | |
Westchester Square | | 1968/1998 | | 95% | | 164,944 | | 168,644 | | 63,000 | | Hy-Vee Supermarket | | $ | 1,340,304 | | $ | 8.13 |
| | | | | | | | | | | | | | | | |
West Loop Shopping Center | | 1986/1998 | | 95% | | 199,032 | | 199,032 | | 98,558 | | Dillons Supermarket | | $ | 1,359,312 | | $ | 6.83 |
| | | | | | | | | | | | Waters True Value | | | | |
| | | | | | | | | | | | American Academy Hair Design | | | | |
| | | | | | | | | | | | | | | | |
Kentucky | | | | | | | | | | | | | | | | |
Dixie Plaza | | 1987 | | 8% | | 48,021 | | 82,804 | | N/A | | N/A | | $ | 48,721 | | $ | 1.01 |
| | | | | | | | | | | | | | | | |
Midtown Mall | | 1970/1994 | | 99% | | 153,873 | | 153,873 | | 106,383 | | Kroger Supermarket | | $ | 1,020,888 | | $ | 6.63 |
| | | | | | | | | | | | Big Lots/Odd Lots | | | | |
| | | | | | | | | | | | Gatti’s Pizza | | | | |
| | | | | | | | | | | | | | | | |
Plainview Village Center | | 1977 | | 93% | | 164,367 | | 186,167 | | 39,399 | | Kroger Supermarket | | $ | 1,368,828 | | $ | 8.33 |
| | | | | | | | | | | | | | | | |
Stony Brook | | 1988 | | 98% | | 137,013 | | 238,213 | | 169,775 | | Kroger Supermarket | | $ | 1,675,138 | | $ | 12.23 |
| | | | | | | | | | | | H.H. Gregg (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Maine | | | | | | | | | | | | | | | | |
Pine Tree Shopping Center | | 1958/1973 | | 99% | | 287,513 | | 287,513 | | 247,217 | | AJ Wright | | $ | 1,814,593 | | $ | 6.31 |
| | | | | | | | | | | | Mardens | | | | |
| | | | | | | | | | | | Jo-Ann Fabrics | | | | |
| | | | | | | | | | | | Packard Development / Lowe’s Home Centers (Ground Lease) | | | | |
28
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Massachusetts | | | | | | | | | | | | | | | | |
Berkshire Crossing | | 1996 | | 100% | | 442,248 | | 442,248 | | 385,522 | | Price Chopper Supermarket | | $ | 3,603,098 | | $ | 8.15 |
| | | | | | | | | | | | Wal-Mart (Ground Lease) | | | | |
| | | | | | | | | | | | Home Depot (Ground Lease) | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | | | | | |
Burlington Square | | 1983/1992 | | 87% | | 86,290 | | 86,290 | | 34,097 | | Staples | | $ | 2,518,493 | | $ | 29.19 |
| | | | | | | | | | | | Eastern Mountain Sports | | | | |
| | | | | | | | | | | | | | | | |
Lynn Market Place | | 1966/1993 | | 100% | | 78,092 | | 78,092 | | 52,620 | | Shaw’s Supermarket | | $ | 673,389 | | $ | 8.62 |
| | | | | | | | | | | | | | | | |
Watertower Plaza | | 1988/1998 | | 96% | | 296,320 | | 296,320 | | 214,889 | | Shaw’s Supermarket | | $ | 3,879,917 | | $ | 13.09 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | Petco | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | NAMCO | | | | |
| | | | | | | | | | | | | | | | |
Westgate Plaza | | 1969/1996 | | 88% | | 103,903 | | 103,903 | | 77,768 | | Stop & Shop/Staples/Ocean State Job Lot | | $ | 862,100 | | $ | 8.30 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | | | | | |
Michigan | | | | | | | | | | | | | | | | |
Cherry Hill Marketplace | | 1992/1999 | | 92% | | 120,568 | | 123,468 | | 53,739 | | Farmer Jacks | | $ | 1,217,228 | | $ | 10.10 |
| | | | | | | | | | | | | | | | |
The Courtyard | | 1989 | | 96% | | 125,967 | | 265,622 | | 219,421 | | V.G. Food Center | | $ | 940,753 | | $ | 7.47 |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Dunham’s Sporting Goods | | | | |
| | | | | | | | | | | | Home Depot (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Grand Traverse Crossing | | 1996 | | 98% | | 387,273 | | 387,273 | | 339,156 | | Wal-Mart (Ground Lease) | | $ | 2,562,394 | | $ | 6.62 |
| | | | | | | | | | | | Home Depot (Ground Lease) | | | | |
| | | | | | | | | | | | Borders (Ground Lease) | | | | |
| | | | | | | | | | | | Toys R Us | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | | | | | |
Redford Plaza | | 1956/1987 | | 97% | | 284,448 | | 284,448 | | 194,014 | | Kroger Supermarket | | $ | 2,292,054 | | $ | 8.06 |
| | | | | | | | | | | | Burlington Coat Factory | | | | |
| | | | | | | | | | | | Bally Total Fitness | | | | |
| | | | | | | | | | | | AJ Wright | | | | |
| | | | | | | | | | | | Aco Hardware | | | | |
| | | | | | | | | | | | The Resource Network | | | | |
| | | | | | | | | | | | | | | | |
Minnesota | | | | | | | | | | | | | | | | |
Austin Town Center | | 1999 | | 97% | | 110,680 | | 200,680 | | 170,789 | | Aldi Foods | | $ | 656,079 | | $ | 5.93 |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | Minnesota Warehouse Furniture | | | | |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Brookdale Square | | 1971/1994 | | 31% | | 185,883 | | 185,883 | | 66,834 | | Brookdale Theater | | $ | 374,864 | | $ | 2.02 |
| | | | | | | | | | | | Pep Boys | | | | |
29
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Burning Tree Plaza | | 1987/1998 | | 100% | | 182,969 | | 182,969 | | 117,716 | | Best Buy | | $ | 1,666,682 | | $ | 9.11 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Hancock Fabrics | | | | |
| | | | | | | | | | | | Dunham’s Sporting Goods | | | | |
| | | | | | | | | | | | | | | | |
Central Valu Center | | 1961/1984 | | 92% | | 124,700 | | 124,700 | | 90,946 | | Rainbow Foods | | $ | 829,838 | | $ | 6.65 |
| | | | | | | | | | | | Slumberland Clearance | | | | |
| | | | | | | | | | | | | | | | |
Division Place | | 1991 | | 94% | | 129,775 | | 134,775 | | 24,016 | | TJ Maxx | | $ | 1,386,044 | | $ | 10.68 |
| | | | | | | | | | | | | | | | |
Elk Park Center | | 1995/1999 | | 98% | | 204,992 | | 302,635 | | 200,677 | | Cub Foods | | $ | 2,000,003 | | $ | 9.76 |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | | | | | |
Har Mar Mall | | 1965/1992 | | 96% | | 433,082 | | 433,082 | | 254,539 | | Cub Foods | | $ | 4,736,646 | | $ | 10.94 |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Homegoods | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | AMC Theatres | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | | | | | |
Hub West (9) | | | | | | | | | | | | | | | | |
Richfield Hub | | 1952/1992 | | 98% | | 214,855 | | 217,655 | | 129,400 | | Rainbow Foods | | $ | 2,409,038 | | $ | 11.21 |
| | | | | | | | | | | | Bally Total Fitness | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | | | | | |
Marketplace at 42 | | 1999 | | 98% | | 120,487 | | 150,687 | | 72,371 | | Rainbow Foods | | $ | 1,588,475 | | $ | 13.18 |
| | | | 96% | | | | | | | | Walgreens (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Roseville Center | | 1950/2000 | | 98% | | 76,894 | | 155,694 | | 65,000 | | Rainbow Foods (Non-Owned) | | $ | 917,177 | | $ | 11.93 |
| | | | | | | | | | | | | | | | |
Southport Centre | | 1992 | | 99% | | 124,937 | | 426,985 | | 346,566 | | Cub Foods (Non-Owned) | | $ | 1,879,146 | | $ | 15.04 |
| | | | | | | | | | | | Best Buy | | | | |
| | | | | | | | | | | | Dollar Tree | | | | |
| | | | | | | | | | | | Super Target (Non-Owned) | | | | |
| | | | | | | | | | | | OfficeMax (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Sun Ray Shopping Center | | 1958/1992 | | 97% | | 287,385 | | 287,385 | | 181,950 | | Cub Foods (Ground Lease) | | $ | 2,458,627 | | $ | 8.56 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Bally Total Fitness | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | Valu Thrift Store | | | | |
| | | | | | | | | | | | | | | | |
Ten Acres Center | | 1972/1986 | | 100% | | 162,364 | | 162,364 | | 133,894 | | Cub Foods | | $ | 1,200,584 | | $ | 7.39 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Burlington Coat Factory | | | | |
Terrace Mall | | 1979/1993 | | 90% | | 135,031 | | 250,031 | | 212,430 | | Rainbow Foods | | $ | 1,006,599 | | $ | 7.45 |
| | | | | | | | | | | | North Memorial Hospital (Non-Owned) | | | | |
| | | | | | | | | | | | North Memorial Medical Center | | | | |
| | | | | | | | | | | | | | | | |
Westwind Plaza | | 1985 | | 100% | | 87,933 | | 147,933 | | 80,245 | | Cub Foods (Non-Owned) | | $ | 1,130,684 | | $ | 12.86 |
| | | | | | | | | | | | Northern Tool and Equipment | | | | |
| | | | | | | | | | | | | | | | |
White Bear Hills | | 1990/1996 | | 100% | | 73,095 | | 81,895 | | 45,679 | | Festival Foods | | $ | 653,516 | | $ | 8.94 |
30
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Mississippi | | | | | | | | | | | | | | | | |
County Line Plaza | | 1997 | | 99% | | 221,567 | | 268,367 | | 171,062 | | Haverty’s Furniture | | $ | 2,918,291 | | $ | 13.17 |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | Shoe Station | | | | |
| | | | | | | | | | | | Circuit City (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Missouri | | | | | | | | | | | | | | | | |
Clocktower Place | | 1987 | | 96% | | 214,198 | | 222,348 | | 129,807 | | Dierberg’s Market | | $ | 2,261,911 | | $ | 10.56 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | | | | | |
Ellisville Square | | 1990 | | 100% | | 146,052 | | 149,552 | | 107,772 | | K-Mart | | $ | 1,400,949 | | $ | 9.59 |
| | | | | | | | | | | | Lukas Liquors | | | | |
| | | | | | | | | | | | | | | | |
Grandview Plaza | | 1961/1991 | | 88% | | 296,008 | | 296,008 | | 200,075 | | Schnuck’s Supermarket | | $ | 1,846,480 | | $ | 6.24 |
| | | | | | | | | | | | Old Time Pottery | | | | |
| | | | | | | | | | | | Walgreens | | | | |
| | | | | | | | | | | | The Salvation Army Family Store | | | | |
| | | | | | | | | | | | | | | | |
Hub Shopping Center | | 1972/1995 | | 94% | | 160,423 | | 160,423 | | 103,322 | | Price Chopper Supermarket | | $ | 783,689 | | $ | 4.89 |
| | | | | | | | | | | | | | | | |
Liberty Corners | | 1987/1996 | | 84% | | 124,858 | | 214,358 | | 136,500 | | Price Chopper Supermarket | | $ | 831,546 | | $ | 6.66 |
| | | | | | | | | | | | Sutherlands (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Maplewood Square | | 1998 | | 100% | | 71,590 | | 75,590 | | 57,575 | | Shop n’ Save Supermarket | | $ | 546,906 | | $ | 7.64 |
| | | | | | | | | | | | | | | | |
Marketplace at Independence | | 1988 | | 94% | | 241,896 | | 253,396 | | 133,942 | | Price Chopper Supermarket | | $ | 2,118,568 | | $ | 8.76 |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | | | | | |
Prospect Plaza | | 1979/1999 | | 100% | | 189,996 | | 189,996 | | 136,566 | | Price Chopper Supermarket | | $ | 1,518,509 | | $ | 7.99 |
| | | | | | | | | | | | Hobby Lobby | | | | |
| | | | | | | | | | | | The Salvation Army Family Store | | | | |
| | | | | | | | | | | | | | | | |
Watts Mill Plaza | | 1973/1997 | | 97% | | 161,717 | | 169,717 | | 91,989 | | Price Chopper Supermarket | | $ | 1,470,783 | | $ | 9.09 |
| | | | | | | | | | | | Westlake Hardware | | | | |
| | | | | | | | | | | | | | | | |
New Hampshire | | | | | | | | | | | | | | | | |
Bedford Grove | | 1989 | | 99% | | 216,941 | | 216,941 | | 182,745 | | Shop N’ Save | | $ | 1,733,312 | | $ | 7.99 |
| | | | | | | | | | | | Wal-Mart (Ground Lease) | | | | |
| | | | | | | | | | | | | | | | |
Bedford Mall | | 1963/1999 | | 89% | | 265,091 | | 265,091 | | 192,207 | | Marshalls | | $ | 2,465,981 | | $ | 9.30 |
| | | | | | | | | | | | Bob’s Stores | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | Decathalon Sports (Ground Lease) | | | | |
| | | | | | | | | | | | Hoyts Cinemas | | | | |
| | | | | | | | | | | | | | | | |
Capitol Shopping Center | | 1961/1999 | | 100% | | 182,821 | | 189,821 | | 129,551 | | Demoulas Market Basket | | $ | 1,411,942 | | $ | 7.72 |
| | | | | | | | | | | | Burlington Coat Factory | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | | | | | |
Tri City Plaza | | 1968/1992 | | 98% | | 146,947 | | 146,947 | | 84,920 | | Demoulas Market Basket | | $ | 991,180 | | $ | 6.75 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | | | | | |
New Jersey | | | | | | | | | | | | | | | | |
Cross Keys Common | | 1995 | | 94% | | 216,428 | | 417,388 | | 279,945 | | Super Wal-Mart (Non-Owned) | | $ | 2,999,587 | | $ | 13.86 |
| | | | | | | | | | | | AJ Wright | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | Ross Dress for Less | | | | |
31
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Morris Hills Shopping Center | | 1957/1994 | | 94% | | 159,454 | | 159,454 | | 109,161 | | Mega Marshalls | | $ | 2,291,239 | | $ | 14.37 |
| | | | | | | | | | | | Clearview Cinema (Ground Lease) | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | | | | | |
Old Bridge Gateway | | 1956/1991/1995 | | 94% | | 235,995 | | 235,995 | | 106,380 | | Bayshore Fitness & Wellness Center | | $ | 3,241,745 | | $ | 13.74 |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Modell’s Sporting Goods | | | | |
| | | | | | | | | | | | Dollar Tree | | | | |
| | | | | | | | | | | | | | | | |
New Mexico | | | | | | | | | | | | | | | | |
St. Francis Plaza | | 1992/1993 | | 100% | | 35,800 | | 35,800 | | 20,850 | | Wild Oats Market | | $ | 401,670 | | $ | 11.22 |
| | | | | | | | | | | | | | | | |
New York | | | | | | | | | | | | | | | | |
College Plaza | | 1975/1994 | | 97% | | 175,086 | | 175,086 | | 126,812 | | Bob’s Stores | | $ | 1,446,015 | | $ | 8.26 |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Eckerd Drugs | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | | | | | |
Dalewood I Shopping Center | | 1966/1995 | | 100% | | 59,569 | | 59,569 | | 36,989 | | Pathmark | | $ | 990,898 | | $ | 16.63 |
| | | | | | | | | | | | | | | | |
Dalewood II Shopping Center | | 1970/1995 | | 96% | | 81,326 | | 81,326 | | 59,326 | | Turco’s Supermarket | | $ | 2,528,111 | | $ | 31.09 |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | | | | | |
Dalewood III Shopping Center | | 1972/1995 | | 100% | | 48,390 | | 48,390 | | 28,361 | | TJ Maxx | | $ | 1,213,079 | | $ | 25.07 |
| | | | | | | | | | | | | | | | |
Falcaro’s Plaza | | 1968/1993 | | 100% | | 61,295 | | 63,295 | | 29,887 | | OfficeMax | | $ | 1,046,332 | | $ | 17.07 |
| | | | | | | | | | | | | | | | |
Kings Park Shopping Center | | 1963/1985 | | 100% | | 71,940 | | 73,940 | | 48,870 | | Key Foods | | $ | 1,050,516 | | $ | 14.60 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | | | | | |
Nesconset Shopping Center | | 1961/1999 | | 100% | | 122,996 | | 124,996 | | 33,460 | | Office Depot/HomeGoods | | $ | 1,825,881 | | $ | 14.85 |
| | | | | | | | | | | | | | | | |
Parkway Plaza | | 1973/1992 | | 95% | | 89,704 | | 89,704 | | 31,600 | | TJ Maxx | | $ | 1,816,860 | | $ | 20.25 |
| | | | | | | | | | | | | | | | |
Roanoke Plaza | | 1972/1994 | | 100% | | 99,131 | | 101,631 | | 58,150 | | Best Yet Market | | $ | 1,393,584 | | $ | 14.06 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | | | | | |
Rockville Centre Shopping Center | | 1975 | | 100% | | 44,131 | | 44,131 | | 27,781 | | HomeGoods | | $ | 608,868 | | $ | 13.80 |
| | | | | | | | | | | | | | | | |
Salmon Run Plaza | | 1993 | | 100% | | 68,761 | | 181,195 | | 164,614 | | Hannaford’s Supermarket | | $ | 1,156,246 | | $ | 16.82 |
| | | | | | | | | | | | K-Mart (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Suffolk Plaza | | 1967/1998 | | 100% | | 84,480 | | 89,680 | | 56,759 | | Waldbaum’s Supermarket | | $ | 849,504 | | $ | 10.06 |
| | | | | | | | | | | | | | | | |
Three Village Plaza | | 1964/1991 | | 100% | | 77,458 | | 77,458 | | 38,955 | | King Kullen Grocery | | $ | 1,421,922 | | $ | 18.36 |
| | | | | | | | | | | | | | | | |
Turnpike Plaza | | 1971/1994 | | 98% | | 52,950 | | 52,950 | | 30,700 | | Waldbaum’s Supermarket | | $ | 924,579 | | $ | 17.46 |
| | | | | | | | | | | | | | | | |
North Carolina | | | | | | | | | | | | | | | | |
The Commons at Chancellor Park | | 1994 | | 98% | | 348,604 | | 358,204 | | 309,041 | | Home Depot (Ground Lease) | | $ | 2,469,779 | | $ | 7.08 |
| | | | | | | | | | | | Hobby Lobby | | | | |
| | | | | | | | | | | | Circuit City | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Value City | | | | |
| | | | | | | | | | | | Peak Fitness | | | | |
32
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Crown Point Shopping Center | | 1990 | | 76% | | 147,200 | | 164,200 | | 100,000 | | Lowe’s Home Centers / Old Time Pottery | | $ | 760,800 | | $ | 5.17 |
| | | | | | | | | | | | | | | | |
Franklin Square | | 1990 | | 97% | | 318,435 | | 517,735 | | 379,568 | | Super Wal-Mart (Non-Owned) | | $ | 3,049,105 | | $ | 9.58 |
| | | | | | | | | | | | Best Buy | | | | |
| | | | | | | | | | | | Ross Dress for Less | | | | |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | Dollar Tree | | | | |
| | | | | | | | | | | | Pep Boys (Ground Lease) | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | | | | | |
Innes Street Market | | 1998 | | 99% | | 349,433 | | 349,433 | | 296,740 | | Food Lion Supermarket | | $ | 3,300,963 | | $ | 9.45 |
| | | | | | | | | | | | Lowe’s Home Centers | | | | |
| | | | | | | | | | | | Tinseltown Cinema | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | Circuit City | | | | |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | | | | | |
McMullen Creek Shopping Center (10) | | 1988 | | 84% | | 283,323 | | 292,923 | | 53,166 | | Burlington Coat Factory | | $ | 2,408,981 | | $ | 8.50 |
| | | | | | | | | | | | Rec Warehouse Pools & Spas | | | | |
| | | | | | | | | | | | | | | | |
New Centre Market | | 1998 | | 100% | | 143,763 | | 266,263 | | 202,040 | | Target (Non-Owned) | | $ | 1,654,640 | | $ | 11.51 |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | | | | | |
Tarrymore Square | | 1989 | | 78% | | 260,405 | | 260,405 | | 85,447 | | Marshalls | | $ | 1,804,346 | | |
| | $6.93 | | | | | | | | | | Carolina Clearing House | | | | |
| | | | | | | | | | | | | | | | |
University Commons | | 1989 | | 99% | | 235,345 | | 235,345 | | 135,326 | | Lowes Foods | | $ | 2,562,960 | | $ | 10.89 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Homegoods | | | | |
| | | | | | | | | | | | AC Moore Arts & Crafts | | | | |
| | | | | | | | | | | | | | | | |
University Commons Greenville | | 1996 | | 100% | | 232,820 | | 338,020 | | 270,249 | | Kroger Supermarket | | $ | 2,714,796 | | $ | 11.66 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Circuit City | | | | |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | | | | | |
Wendover Place | | 1997 | | 100% | | 406,775 | | 538,075 | | 441,954 | | Harris-Teeter/Michaels/Ross Dress for Less | | $ | 4,397,606 | | $ | 10.81 |
| | | | | | | | | | | | Kohl’s | | | | |
| | | | | | | | | | | | Dick’s Sporting Goods | | | | |
| | | | | | | | | | | | Babies R Us | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Ohio | | | | | | | | | | | | | | | | |
30th Street Plaza | | 1951/1999 | | 96% | | 157,055 | | 157,055 | | 111,251 | | Giant Eagle Supermarket | | $ | 1,521,147 | | $ | 9.69 |
| | | | | | | | | | | | Marc’s Pharmacy | | | | |
| | | | | | | | | | | | | | | | |
Clock Tower Plaza | | 1989 | | 100% | | 237,794 | | 244,294 | | 172,300 | | Ray’s Supermarket | | $ | 1,512,874 | | $ | 6.36 |
| | | | | | | | | | | | Wal-Mart | | | | |
33
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Pennsylvania | | | | | | | | | | | | | | | | |
Boyertown Plaza | | 1961 | | 30% | | 83,229 | | 88,629 | | N/A | | N/A | | $ | 379,233 | | $ | 4.56 |
| | | | | | | | | | | | | | | | |
Colonial Commons | | 1991/2003 | | 87% | | 433,362 | | 451,462 | | 291,835 | | Giant Foods | | $ | 5,565,784 | | $ | 12.84 |
| | | | | | | | | | | | Dick’s Sporting Goods | | | | |
| | | | | | | | | | | | Linens N Things | | | | |
| | | | | | | | | | | | AMC Theatres 9 | | | | |
| | | | | | | | | | | | Ross Dress for Less | | | | |
| | | | | | | | | | | | Marshalls | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | | | | | |
Lehigh Shopping Center | | 1955/1999 | | 76% | | 372,243 | | 376,243 | | 211,215 | | Giant Foods (Ground Lease) | | $ | 2,008,946 | | $ | 5.40 |
| | | | | | | | | | | | Mega Marshalls | | | | |
| | | | | | | | | | | | Staples | | | | |
| | | | | | | | | | | | D&D Budget & Clearance | | | | |
| | | | | | | | | | | | Dan Schantz Nursery | | | | |
| | | | | | | | | | | | | | | | |
Warminster Towne Center | | 1997 | | 100% | | 237,234 | | 317,917 | | 276,840 | | Shop Rite Supermarket | | $ | 3,071,411 | | $ | 12.95 |
| | | | | | | | | | | | Kohl’s (Non-Owned) | | | | |
| | | | | | | | | | | | Ross Dress for Less | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | OfficeMax | | | | |
| | | | | | | | | | | | Pep Boys (Ground Lease) | | | | |
| | | | | | | | | | | | Rag Shop | | | | |
| | | | | | | | | | | | Old Navy | | | | |
| | | | | | | | | | | | | | | | |
South Carolina | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Fairview Corners | | 2004 | | 98% | | 131,002 | | 254,682 | | 181,741 | | Super Target (Non-Owned) | | $ | 1,693,537 | | $ | 12.93 |
| | | | | | | | | | | | Ross Dress for Less | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
Tennessee | | | | | | | | | | | | | | | | |
The Market of Wolf Creek | | 2000 | | 90% | | 298,586 | | 471,924 | | 313,652 | | Target (Non-Owned) | | $ | 3,434,269 | | $ | 11.50 |
| | | | | | | | | | | | Haverty’s Furniture (Non-Owned) | | | | |
| | | | | | | | | | | | The Sports Authority | | | | |
| | | | | | | | | | | | Best Buy | | | | |
| | | | | | | | | | | | Office Depot | | | | |
| | | | | | | | | | | | Cost Plus World Market | | | | |
| | | | | | | | | | | | | | | | |
Oakwood Commons (11) | | 1989/1997 | | 98% | | 278,017 | | 280,767 | | 178,769 | | Publix Supermarket | | $ | 2,467,190 | | $ | 8.87 |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | Ross Dress for Less | | | | |
| | | | | | | | | | | | PetsMart | | | | |
| | | | | | | | | | | | Peebles Department Store | | | | |
| | | | | | | | | | | | | | | | |
Watson Glen Shopping Center | | 1989 | | 100% | | 264,360 | | 264,360 | | 206,427 | | Bi-Lo Foods | | $ | 2,001,820 | | $ | 7.57 |
| | | | | | | | | | | | K-Mart | | | | |
| | | | | | | | | | | | Goody’s Family Clothing | | | | |
| | | | | | | | | | | | Franklin Athletic Club | | | | |
| | | | | | | | | | | | | | | | |
Williamson Square | | 1988/1993 | | 99% | | 330,226 | | 340,476 | | 202,102 | | Kroger Supermarket | | $ | 2,614,533 | | $ | 7.92 |
| | | | | | | | | | | | Hobby Lobby | | | | |
| | | | | | | | | | | | USA Baby | | | | |
| | | | | | | | | | | | Hancock Fabrics | | | | |
| | | | | | | | | | | | New River Fellowship | | | | |
34
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Texas | | | | | | | | | | | | | | | | |
Buckingham Place | | 1980/1997 | | 93% | | 150,228 | | 156,228 | | 96,274 | | Minyard Food Stores | | $ | 1,072,108 | | $ | 7.14 |
| | | | | | | | | | | | Big Lots | | | | |
| | | | | | | | | | | | | | | | |
The Crossing | | 2000/2001 | | 85% | | 187,075 | | 253,454 | | 150,963 | | Kroger Signature (Non-Owned) | | $ | 1,711,356 | | $ | 9.15 |
| | | | | | | | | | | | Kohl’s (Ground Lease) | | | | |
| | | | | | | | | | | | | | | | |
Las Colinas Village | | 2001/2002 | | 86% | | 104,682 | | 131,682 | | 24,025 | | Staples | | $ | 1,583,562 | | $ | 15.13 |
| | | | | | | | | | | | | | | | |
Randall’s Bay Area | | 1989/2001 | | 98% | | 78,650 | | 78,650 | | 55,200 | | Randall’s Food Market | | $ | 663,150 | | $ | 8.43 |
| | | | | | | | | | | | | | | | |
Randall’s Fairmont | | 1985/2003 | | 86% | | 105,869 | | 112,069 | | 56,358 | | Randall’s Food Market | | $ | 899,598 | | $ | 8.50 |
| | | | | | | | | | | | | | | | |
Royal Oaks Village | | 2001/2002 | | 98% | | 145,286 | | 145,286 | | 85,380 | | HEB Grocery | | $ | 2,837,585 | | $ | 19.53 |
| | | | | | | | | | | | | | | | |
Trinity Commons (12) | | 1998 | | 95% | | 197,423 | | 197,423 | | 84,228 | | Tom Thumb | | $ | 2,996,805 | | $ | 15.18 |
| | | | | | | | | | | | DSW Shoe Warehouse | | | | |
| | | | | | | | | | | | | | | | |
Vermont | | | | | | | | | | | | | | | | |
Rutland Plaza | | 1966/1996 | | 98% | | 224,514 | | 224,514 | | 182,264 | | Price Chopper Supermarket | | $ | 1,817,140 | | $ | 8.09 |
| | | | | | | | | | | | Wal-Mart | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Plaza Movie Plex | | | | |
| | | | | | | | | | | | | | | | |
Virginia | | | | | | | | | | | | | | | | |
Spradlin Farm | | 2000/2001 | | 99% | | 181,055 | | 442,055 | | 366,962 | | Home Depot (Non-Owned) | | $ | 2,348,763 | | $ | 12.97 |
| | | | | | | | | | | | Target (Non-Owned) | | | | |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Barnes & Noble | | | | |
| | | | | | | | | | | | Michaels | | | | |
| | | | | | | | | | | | Goody’s Family Clothing | | | | |
| | | | | | | | | | | | | | | | |
Wisconsin | | | | | | | | | | | | | | | | |
Fairacres Shopping Center | | 1992 | | 90% | | 79,736 | | 82,486 | | 58,678 | | Pick ‘N Save Supermarket | | $ | 587,508 | | $ | 7.37 |
| | | | | | | | | | | | | | | | |
Fitchburg Ridge | | 1980 | | 94% | | 50,555 | | 61,805 | | 16,631 | | Wisconsin Dialysis | | $ | 432,551 | | $ | 8.56 |
| | | | | | | | | | | | | | | | |
Fox River Plaza | | 1987 | | 100% | | 169,883 | | 173,383 | | 137,113 | | Pick ‘N Save Supermarket | | $ | 836,685 | | $ | 4.93 |
| | | | | | | | | | | | K-Mart | | | | |
| | | | | | | | | | | | | | | | |
Madison Plaza | | 1988/1994 | | 62% | | 54,275 | | 127,584 | | N/A | | N/A | | $ | 326,428 | | $ | 6.01 |
| | | | | | | | | | | | | | | | |
Mequon Pavilions | | 1967/1991 | | 95% | | 213,436 | | 213,436 | | 65,995 | | Sendik’s Food Market | | $ | 2,938,961 | | $ | 13.77 |
| | | | | | | | | | | | Bed, Bath & Beyond | | | | |
| | | | | | | | | | | | | | | | |
Moorland Square | | 1990 | | 100% | | 98,303 | | 195,403 | | 149,674 | | Pick ‘N Save Supermarket | | $ | 880,580 | | $ | 8.96 |
| | | | | | | | | | | | K-Mart (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
Oak Creek Centre | | 1988 | | 40% | | 91,510 | | 99,510 | | N/A | | N/A | | $ | 325,998 | | $ | 3.56 |
| | | | | | | | | | | | | | | | |
Park Plaza | | 1959/1993 | | 91% | | 113,655 | | 113,655 | | 74,054 | | Big Lots | | $ | 576,816 | | $ | 5.08 |
| | | | | | | | | | | | Hobby Lobby | | | | |
| | | | | | | | | | | | | | | | |
Spring Mall | | 1967/1994 | | 92% | | 204,861 | | 204,861 | | 135,055 | | Pick ‘N Save Supermarket | | $ | 1,543,695 | | $ | 7.54 |
| | | | | | | | | | | | TJ Maxx | | | | |
| | | | | | | | | | | | Walgreens | | | | |
| | | | | | | | | | | | | | | | |
Taylor Heights | | 1989 | | 84% | | 85,072 | | 223,862 | | 158,630 | | Piggly Wiggly Foods | | $ | 789,210 | | $ | 9.28 |
| | | | | | | | | | | | Wal-Mart (Non-Owned) | | | | |
| | | | | | | | | | | | | | | | |
TOTAL SHOPPING CENTERS | | | | 92% | | 27,181,099 | | 32,550,553 | | 20,841,044 | | | | $ | 247,124,992 | | $ | 9.09 |
35
Property Name and Location | | Year Built / Renovated (1) | | % Leased as of 6/30/2006 | | Company-Owned GLA (2) | | Total GLA (3) | | Anchor SF (4) | | Anchors (5) | | Annualized Base Rent (6) | | Annualized Base Rent/Sq. Ft. (7) |
Office Buildings: | | | | | | | | | | | | | | | | |
William J. McCarthy Building | | 1963/1995 | | 97% | | 93,019 | | 93,019 | | | | N/A | | $ | 2,696,418 | | $ | 28.99 |
| | | | | | | | | | | | | | | | |
545 Boylston Street | | 1972/1996 | | 91% | | 89,075 | | 89,075 | | | | Allied Advertising | | $ | 3,161,354 | | $ | 35.49 |
| | | | | | | | | | | | Trinity Church | | | | |
| | | | | | | | | | | | | | | | |
Executive Office Building | | 1970 | | 100% | | 40,143 | | 40,143 | | | | Norca Corporation | | $ | 898,273 | | $ | 22.38 |
| | | | | | | | | | | | Sol G Atlas Realty | | | | |
| | | | | | | | | | | | Heritage | | | | |
| | | | | | | | | | | | | | | | |
TOTAL OFFICE BUILDINGS | | | | 95% | | 222,237 | | 222,237 | | | | | | $ | 6,756,046 | | $ | 30.40 |
| | | | | | | | | | | | | | | | |
TOTAL PORTFOLIO | | | | 92% | | 27,403,336 | | 32,772,790 | | | | | | $ | 253,881,037 | | $ | 9.26 |
36
Core Property Listing Notes
(1) | | Represents the year the property originally opened for business and, if applicable, the year in which a substantial renovation was completed. These dates do not include years in which tenant improvements were made to the properties. |
| | |
(2) | | Represents gross leasable area owned by us, including 1,566,349 square feet of gross leaseable area subject to ground leases and excludes 5,369,454 square feet of non-owned gross leasable area. |
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(3) | | Some of our shopping centers contain space not owned by us and space leased to tenants under ground leases. In addition to Company Owned GLA, Total GLA includes approximately 5.4 million square feet of this non-owned gross leasable area, which generally is owned directly by the anchor occupying this space, and 1.6 million square feet of ground leased gross leaseable area. |
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(4) | | Represents square feet of gross leasable area at a property that an anchor tenant either leases or owns. |
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(5) | | We define anchor tenants as single tenants which lease 15,000 square feet or more at a property. We define major tenants at our office buildings as tenants which lease 10% or more of the rentable square footage at a property. |
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(6) | | We calculate Annualized Base Rent for all leases in place in which tenants are in occupancy at June 30, 2006 as follows: total base rent to be received during the entire term of each lease, divided by the terms in months for such leases, multiplied by 12. For any leases relating to properties we acquired from NETT’s real estate company upon our formation or relating to properties acquired from Bradley, we calculate total base rent to be received beginning from the date we acquired the property. |
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(7) | | Represents Annualized Base Rent divided by Company Owned GLA at June 30, 2006. |
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(8) | | Property contains 11,627 square feet of office space. |
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(9) | | Property is comprised of two shopping centers. |
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(10) | | Property contains 32,638 square feet of office space. |
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(11) | | We hold a leasehold interest in this property pursuant to a ground lease that expires in 2088. |
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(12) | | We hold a leasehold interest in this property pursuant to a ground lease that expires in 2037. |
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Investments in Unconsolidated Joint Ventures
(in thousands of dollars)
Investment in Unconsolidated Development Joint Venture
| | | | | | | | | | | | | | | | Heritage |
Joint Venture Partner | | Property Name | | Location | | Venture- Owned GLA | | Total GLA | | % Leased | | Anchors | | Estimated Construction Costs | | Ownership Interest | | Investment at June 30, 2006 |
Westwood Development | | Lakes Crossing | | Norton Shores, Michigan | | 215,000 | | 303,000 | | 51.0% | | Kohl’s (Non-Owned) Circuit City Jo-Ann Fabrics | | $ | 27,500 | | 50% | | $ | 4,428 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Total Construction Loan Facility | | Construction Loan Balance Outstanding | | Share of Construction Loan | | Guaranty |
| | | | | | | | | | | | $ | 22,000 | | $ | 18,312 | | $ | 9,156 | | Full |
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Investment in Unconsolidated Operating Joint Venture
| | | | | | | | | | | | | | | | Heritage |
Joint Venture Partner | | Property Name | | Location | | Venture- Owned GLA | | Total GLA | | % Leased | | Anchors | | Ownership Interest | | Share of Debt | | Investment at June 30, 2006 |
Intercontinental Real Estate Corporation | | Skillman Abrams Shopping Center | | Dallas, Texas | | 133,088 | | 133,088 | | 95.3% | | Tom Thumb | | 25% | | $ | 3,771 | | $ | 1,000 |
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Property Information as of June 30, 2006 |
| | | | Total Assets | | $ | 19,652 | | | | | | |
| | | | Total Debt (GAAP basis) | | $ | 15,084 | | | | | | |
| | | | Lender | | Wachovia | | | | | | |
| | | | Effective Interest Rate | | 5.55% | | | | | | |
| | | | Contractual Interest Rate | | 6.05% | | | | | | |
| | | | Maturity | | 5/1/2014 | | | | | | |
Results of Operations |
(unaudited and GAAP basis) |
Six Months Ended June 30, 2006 |
| | | | Total Revenue | | $ | 1,163 | | | | | | |
| | | | Total Operating Expenses | | 455 | | | | | | |
| | | | Net operating income | | $ | 708 | | | | | | |
| | | | Interest | | 437 | | | | | | |
| | | | Depreciation and amortization | | 549 | | | | | | |
| | | | Net loss | | $ | (278) | | | | | | |
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Heritage Property Investment Trust, Inc.
Definitions
This section contains a brief explanation of certain non-GAAP financial measures we provide in other sections of this document, and a statement of the reasons management believes these measures provide useful information to investors about the company’s financial condition or results of operations. Additional detail can be found in the company’s annual report on Form 10-K and other documents filed with the Securities and Exchange Commission from time to time.
Funds from Operations
Pursuant to the revised definition of Fund from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT), we calculate Funds from Operations (FFO) by adjusting net income (loss) (computed in accordance with GAAP, including non-recurring items) for gains (losses) from sales of properties, real estate-related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. We believe that FFO is helpful to investors as a measure of our performance as an equity REIT because, along with cash flows from operating activities, financing activities and investing activities, it provides investors with an understanding of our ability to incur and service debt and make capital expenditures. Our computation of FFO may, however, differ from the methodology for calculating FFO utilized by other REITs and, therefore, may not be comparable to such other REITs.
Funds Available for Distribution
In addition to FFO, we present Funds Available for Distribution (FAD) calculated from FFO by (1) adding non-real estate-related depreciation and amortization, (2) eliminating the effect of straight line rent, SFAS 141 income adjustment and non-cash interest expense items, (3) adding non-cash stock compensation, (4) adding impairment losses and losses on early extinguishment of debt and (5) subtracting maintenance capital expenditures, tenant improvements and leasing commissions. We believe FAD provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. Our computation of FAD may not be comparable to FAD reported by other REITs or real estate companies and FAD does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, or as an alternative to net cash flow from operating activities (determined in accordance with GAAP), as a measure of our liquidity.
EBITDA
EBITDA represents net income (loss) (determined in accordance with GAAP) adjusted for non-cash income or expenses such as depreciation, amortization and other non-cash items, and for gains (losses) from sales of properties, impairment losses, losses on early extinguishment of debt, income taxes, interest expense and minority interest. EBITDA is intended to show unleveraged, pre-tax operating results. We believe EBITDA provides a meaningful measure of our performance because we believe it provides investors with a more complete understanding of our financial condition and operating results. We use EBITDA to calculate various financial ratios and we believe some financial analysts and equity investors also utilize the calculation for similar purposes. In addition to EBITDA, the impact of investing and financing transactions, as well as income taxes, should also be considered in evaluating overall results. EBITDA is not intended to represent any measure of performance in accordance with GAAP and our calculation and use of this measure may differ from other REITs or real estate companies. This non-GAAP measure should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance or as an alternative to net cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity.
Net Operating Income
Net operating income, or “NOI”, is a non-GAAP financial measure equal to net income available to common shareholders (the most directly comparable GAAP financial measure), plus income allocated to exchangeable limited partnership units, net derivative losses (gains), losses (gains) on investments in securities, losses from prepayment of debt, general and administrative expense, depreciation and amortization, and interest expense, less income from discontinued operations, gains on sales of real estate investments and land, equity in income from unconsolidated joint ventures and interest and other income. We believe NOI provides useful information to investors as a performance measure in evaluating the operating performance of our real estate assets. This is because NOI reflects only those income and expense items that are incurred at the property level and excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. Our presentation of NOI may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to obtain a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of liquidity or ability to make distributions.
Total Debt to Total Market Capitalization Ratio
Total debt to total market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total market capitlization is the sum of our total indebtedness outstanding on a consolidated basis and the market value of our outstanding equity securities calculated using the closing stock price per share of common stock of the company multiplied by the actual aggregate number of outstanding common shares and common partnership units of one of our operating partnerships. We are presenting this ratio because our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Investors should understand that our debt to market capitalization ratio is, in part, a function of the market price of the common stock of the company and, as such, will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like ours, whose assets are primarily income-producing real estate, the total debt to total market capitalization ratio may provide investors with an alternate indication of leverage, so long as it is evaluated with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.
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