10-K 1 rpt_12312013x10k.htm 10-K RPT_12.31.2013_10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-K
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission file number 1-10093

 RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland
13-6908486
(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)
Incorporation or Organization)
 
 
 
31500 Northwestern Highway
48334
Farmington Hills, Michigan
(Zip Code)
(Address of Principal Executive Offices)
 
Registrant’s Telephone Number, Including Area Code: 248-350-9900

Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange
On Which Registered
Common Shares of Beneficial Interest,
 
New York Stock Exchange
$0.01 Par Value Per Share
 
 
Securities Registered Pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes [X]    No [   ]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [   ]    No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X ]  No [   ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,”  “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X]
Accelerated Filer [  ]
Non-Accelerated Filer   [  ]   
Small Reporting Company  [  ]
 
 
(Do not check if small reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [   ]    No [X]

The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2013) was $914,993,387. As of February 14, 2014 there were outstanding 66,828,516 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual meeting of shareholders to be held May 6, 2014 are in incorporated by reference into Part III.




TABLE OF CONTENTS
 

 
Item
PART I
Page
1.
1A.
1B.
2.
3.
4.
 
 
 
 
PART II
 
5.
 
 
6.
7.
7A.
8.
9.
9A.
9B.
 
 
 
 
PART III
 
10.
11.
12.
13.
14.
 
 
 
 
PART IV
 
15.
 



Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms.  Although the forward-looking statements made in this document are based on our good-faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements, including: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; our business prospects and outlook; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a real estate investment trust (“REIT”); and other factors discussed elsewhere in this document and our other filings with the Securities and Exchange Commission (the “SEC”).  Given these uncertainties, you should not place undue reliance on any forward-looking statements.  Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.
PART I

Item 1. Business

The terms “Company,” “we,” “our” or “us” refer to Ramco-Gershenson Properties Trust, Ramco-Gershenson Properties, L.P., and/or its subsidiaries, as the context may require.

General

Ramco-Gershenson Properties Trust is a fully integrated, self-administered, publicly-traded equity real estate investment trust (“REIT”) organized in Maryland.  Our primary business is the ownership and management of multi-anchored shopping centers in strategic metropolitan markets throughout the Eastern, Midwestern and Central United States.  Our property portfolio consists of 66 wholly owned shopping centers and one office building comprising approximately 13.1 million square feet.  In addition, we are co-investor in and manager of two institutional joint ventures that own portfolios of shopping centers.  We own 20% of Ramco 450 Venture LLC, an entity that owns eight shopping centers comprising approximately 1.7 million square feet, and 30% of Ramco/Lion Venture L.P., an entity that owns three shopping centers comprising approximately 0.8 million square feet.   We also have ownership interests in three smaller joint ventures that each own a shopping center.  Our joint ventures are reported using equity method accounting.  We earn fees from the joint ventures for managing, leasing, and redeveloping the shopping centers they own.  We also own various parcels of land held for development or for sale, the majority of which are adjacent to certain of our existing developed properties.

We conduct substantially all of our business through our operating partnership, Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), a Delaware limited partnership.  The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all owned properties.  As general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership.  As of December 31, 2013, we owned approximately 96.8% of the interests in the Operating Partnership.  The limited partners are reflected as noncontrolling interests in our financial statements and are generally individuals or entities that contributed interests in certain assets or entities to the Operating Partnership in exchange for units of limited partnership interest (“OP Units”).  The holders of OP units are entitled to exchange them for our common shares on a 1:1 basis or for cash.  The form of payment is at our election.
We operate in a manner intended to qualify as a REIT pursuant to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”).  Certain of our operations, including property and asset management, as well as ownership of certain land parcels, are conducted through taxable REIT subsidiaries, (“TRSs”), which are subject to federal and state income taxes.


1




Business Objectives, Strategies and Significant Transactions

Our business objective is to own and manage high quality shopping centers that generate cash flow for distribution to our shareholders and that have the potential for capital appreciation.  To achieve this objective, we seek to acquire, develop, or redevelop shopping centers that meet our investment criteria.  We also seek to recycle capital through the sale of land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria.  We use debt to finance our activities and focus on managing the amount, structure, and terms of our debt to limit the risks inherent in debt financing.  From time to time, we enter into joint venture arrangements where we believe we can benefit by owning a partial interest in shopping centers and by earning fees for managing the centers for our partners.

We invest in primarily large, multi-anchor shopping centers that include national chain store tenants and market dominant supermarket tenants selling products that satisfy everyday needs.  National chain anchor tenants in our centers include, among others, TJ Maxx/Marshalls, Bed Bath and Beyond, Home Depot and Kohl’s.  Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Supervalu and Kroger.  Our shopping centers are primarily located in metropolitan markets throughout the Eastern, Midwestern and Central United States, such as Southeast Michigan, Southeast Florida, Jacksonville, St. Louis, Milwaukee, Cincinnati, Tampa/Lakeland and Chicago.

We also own parcels of developable land.  Approximately 29% of our developable land by net book value is available for sale to end users such as retailers that prefer to own their sites or to developers who seek to develop non-retail uses.  The remaining 71% of our land is held for development.  The timing of future development will depend on our ability to obtain approvals, pre-lease our proposed projects, and identify a source of construction financing.  At December 31, 2013 we had one development project under construction with costs to date, excluding land cost, of $6.6 million and expected remaining costs of $27.0 million.

Operating Strategies and Significant Transactions

Our operating objective is to maximize the risk-adjusted return on invested capital at our shopping centers.  We seek to do so by increasing the property operating income of our centers, controlling our capital expenditures, and monitoring our tenants’ credit risk.  
During 2013, for the combined portfolio including wholly-owned and joint venture properties, we:

Executed 159 new leases comprised of approximately 0.9 million square feet at an average base rent of $13.10 per square foot; and
Executed 179 renewal leases comprised of approximately 0.8 million square feet at an average base rent of $15.09 per square foot.
Also, during 2013, we continued our strategy of redeveloping centers on a selective basis.  Redevelopment or expansion projects currently in process include:

Redevelopment on our portion of the Roseville Towne Center whereby we have relocated Marshalls into a new 25,000 square foot store and are constructing additional space for a 12,000 square foot Five Below. The total projected cost for the redevelopment is approximately $2.6 million and is expected to be completed by the second quarter of 2014;
Redevelopment at Merchants' Square shopping center where we have executed a lease for a 37,000 square foot Flix Brewhouse to replace the former Hobby Lobby space. The total projected cost is estimated to be approximately $6.4 million and is expected to be completed by the fourth quarter of 2014;
Expansion at Village Plaza with a 55,000 square foot Hobby Lobby to replace existing vacant and small shop space and expansion by an additional 12,000 square feet. The total projected cost is estimated to be approximately $4.4 million and is expected to be completed by the first quarter of 2015;
Expansion at The Shoppes at Fox River II with the execution of a lease with Hobby Lobby for a 55,000 square foot space. The expansion will include an additional anchor and retail tenants. The total projected cost is estimated to be approximately $14.6 million and is expected to be completed by the third quarter of 2015; and
Expansion at Harvest Junction North on an adjacent 15.0 acres which will include approximately 25,000 square feet of new small shop retail, along with multiple ground leases and outparcel sales. The total projected cost is estimated to be approximately $6.9 million and is expected to be completed by the third quarter of 2015.

In addition to our redevelopment and expansion activities we completed Phase I of the Parkway Shops development at a cost of approximately $17.5 million. Located in Jacksonville, Florida the center was 100% leased and occupied as of December 31, 2013.

2




Investing Strategies and Significant Transactions
Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions and developments.  In addition, we seek to sell land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria.  We underwrite acquisitions based upon current cash flow, projections of future cash flow, and scenario analyses that take into account the risks and opportunities of ownership.  We underwrite development of new shopping centers on the same basis, but also take into account the unique risks of entitling land, constructing buildings, and leasing newly built space.  
During 2013, we completed $566.5 million in wholly-owned acquisitions. Specifically we acquired the following:
Property Name
 
Location
 
GLA

 
Purchase Price

 
 
 
 
(In thousands)
Deerfield Towne Center
 
Mason (Cincinnati), OH
 
461

 
$
96,500

Deer Creek Shopping Center
 
Maplewood (St. Louis), MO
 
208

 
23,878

Deer Grove Centre
 
Palatine (Chicago), IL
 
236

 
20,000

Mount Prospect Plaza
 
Mt. Prospect (Chicago), IL
 
301

 
36,100

The Shoppes at Nagawaukee
 
Delafield, WI
 
106

 
22,650

Clarion Partners Portfolio -
12 Income Producing Properties
 
FL & MI
 
2,246

 
367,415

Total 2013 Acquisitions
 
 
 
3,558

 
$
566,543

 
 
 
 
 
 
 

In addition, we sold three wholly-owned income-producing properties and six outparcels for net proceeds to us of $33.9 million.  Specifically, we sold:
Property Name
 
Location
 
Sales Price

 
Gain (loss) on Sale

 
Net Proceeds

 
 
 
 
(In thousands)
Beacon Square
 
Grand Haven, MI
 
$
8,600

 
$
(74
)
 
$
8,293

Edgewood Towne Center
 
Lansing, MI
 
5,480

 
657

 
5,158

Mays Crossing
 
Stockbridge, GA
 
8,400

 
1,537

 
8,033

Total consolidated income producing dispositions
 
$
22,480

 
$
2,120

 
$
21,484

 
 
 
 
 
 
 
 
 
Hunter's Square - Land Parcel
 
Farmington Hills, MI
 
$
104

 
72

 
$
104

Parkway Phase I - Moe's Southwest Grill Outparcel
 
Jacksonville, FL
 
1,000

 
306

 
950

Jacksonville North Industrial - The Learning Experience Outparcel
 
Jacksonville, FL
 
510

 
(13
)
 
576

Parkway Phase I - Mellow Mushroom Outparcel
 
Jacksonville, FL
 
1,200

 
332

 
1,153

Roseville Towne Center - Wal-Mart parcel
 
Roseville, MI
 
7,500

 
3,030

 
7,158

Parkway Phase I - BJ's Restaurant Outparcel
 
Jacksonville, FL
 
2,600

 
552

 
2,491

 Total consolidated land / outparcel dispositions
 
$
12,914

 
$
4,279

 
$
12,432

Total 2013 consolidated dispositions
 
$
35,394

 
6,399

 
$
33,916

 
 
 
 
 
 
 
 
 


3




Financing Strategies and Significant Transactions

Our financing objective is to maintain a strong and flexible balance sheet in order to ensure access to capital at a competitive cost.  In general, we seek to increase our financial flexibility by increasing our pool of unencumbered properties and borrowing on an unsecured basis.  In keeping with our objective, we routinely benchmark our balance sheet on a variety of measures to our peers in the shopping center sector and to REITs in general.  
During 2013, we continued to strengthen our capital structure by completing two underwritten public offerings of newly issued common shares and various debt transactions.

Specifically, we completed the following debt transactions:

Debt

$110.0 million private placement of senior unsecured notes. The notes were issued in three tranches maturing in 2021, 2023 and 2025. The weighted average interest rate on the notes is 4.0%;
$50.0 million, seven year unsecured term loan that included an accordion feature to borrow up to an additional $25.0 million. In conjunction with the closing of the loan, we entered into a seven year swap agreement with an interest rate at December 31, 2013 of 3.2%; and
exercised the accordion feature associated with the $50.0 million loan, increasing the loan to $75.0 million. In conjunction with the closing, we entered into two additional swap agreements, totaling $25.0 million, with an interest rate at December 31, 2013 of 3.9%.
The gross proceeds from these debt financings repaid maturing mortgage debt. Specifically, we repaid:

Mission Bay Plaza in the amount of $42.2 million with an interest rate of 6.6%;
Hunter's Square in the amount of $33.0 million with an interest rate of 8.2%;
Winchester Center in the amount of $25.3 million with an interest rate of 8.1%;
East Town Plaza in the amount of $10.1 million with an interest rate of 5.5%;
Centre at Woodstock in the amount of $3.0 million with an interest rate of 6.9%.;
Hoover Eleven I in the amount of $1.3 million with an interest rate of 7.2%; and
Hoover Eleven II in the amount of $2.2 million with an interest rate of 7.6%.

Equity

Completed two underwritten public offerings issuing a total of 12.6 million common shares of beneficial interest. Our total net proceeds, after deducting expenses, were approximately $192.6 million; and
Issued 5.4 million common shares through controlled equity offerings, at an average share price of $15.10, and received approximately $81.7 million in net proceeds. 

The proceeds from the equity transactions were used to fund a portion of the consideration for the acquisitions during the year, pay down debt, as well as for general corporate purposes.
As of December 31, 2013, our unencumbered assets had a capitalized value of approximately $1.3 billion and we had net debt to total market capitalization of 38.3% as compared to $765.3 million and 40.7%, at December 31, 2012.  At December 31, 2013 and 2012 we had $204.8 million and $198.8 million, respectively, available to draw under our unsecured revolving line of credit.

Competition

See page 6 of Item 1A. “Risk Factors” for a description of competitive conditions in our business.

Environmental Matters

See page 12 of Item 1A. “Risk Factors” for a description of environmental risks for our business.

Employment

As of December 31, 2013, we had 108 full-time employees. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.


4




Available Information

All reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports, are available, free of charge, on our website at www.rgpt.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC.  Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Board of Trustees’ committee charters also are available on our website.

Shareholders may request free copies of these documents from:

Ramco-Gershenson Properties Trust
Attention:  Investor Relations
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334

5





Item 1A.  Risk Factors

You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC.  We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations and financial condition.  Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.

Operating Risks

National economic conditions and retail sales trends may adversely affect the performance of our properties.

Demand to lease space in our shopping centers generally fluctuates with the overall economy.  Economic downturns often result in a lower rate of retail sales growth, or even declines in retail sales.  In response, retailers that lease space in shopping centers typically reduce their demand for retail space during such downturns.  As a result, economic downturns and unfavorable retail sales trends may diminish the income, cash flow, and value of our properties.  

Our concentration of properties in Michigan and Florida makes us more susceptible to adverse market conditions in these states.

Our performance depends on the economic conditions in the markets in which we operate.  In 2013, our wholly-owned and pro rata share of joint venture properties located in Michigan and Florida accounted for approximately 35%, and 25%, respectively, of our annualized base rent. To the extent that market conditions in these or other states in which we operate deteriorate, the performance or value of our properties may be adversely affected.

Changes in the supply and demand for the type of space we lease to our tenants could affect the income, cash flow, and value of our properties.

Our shopping centers generally compete for tenants with similar properties located in the same neighborhood, community, or region.  Although we believe we own high quality centers, competing centers may be newer, better located, or have a better tenant mix.  In addition, new centers or retail stores may be developed, increasing the supply of retail space competing with our centers or taking retail sales from our tenants.  Our tenants also compete with alternate forms of retailing, including on-line shopping, home shopping networks, and mail order catalogs.  Alternate forms of retailing may reduce the demand for space in our shopping centers.

As a result, we may not be able to renew leases or attract replacement tenants as leases expire.  When we do renew tenants or attract replacement tenants, the terms of renewals or new leases may be less favorable to us than current lease terms.  In order to lease our vacancies, we often incur costs to reconfigure or modernize our properties to suit the needs of a particular tenant.  Under competitive circumstances, such costs may exceed our budgets.   If we are unable to lease vacant space promptly, if the rental rates upon a renewal or new lease are lower than expected, or if the costs incurred to lease space exceed our expectations, then the income and cash flow of our properties will decrease.

Our reliance on key tenants for significant portions of our revenues exposes us to increased risk of tenant bankruptcies that could adversely affect our income and cash flow.

As of December 31, 2013, we received 38.9% of our combined annualized base rents from our top 25 tenants, including our top four tenants:  TJ Maxx/Marshalls (5.0%), Bed Bath & Beyond (2.3%), Office Depot (2.1%) and LA Fitness (2.0%).  No other tenant represented more than 2.0% of our total annualized base rent.  The credit risk posed by our major tenants varies.

If any of our major tenants experiences financial difficulties or files bankruptcy, our operating results could be adversely affected.  Bankruptcy filings by our tenants or lease guarantors generally delay our efforts to collect pre-bankruptcy receivables and could ultimately preclude full collection of these sums.  If a tenant rejects a lease, we would have only a general unsecured claim for damages, which may be collectible only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.  In 2013, no key tenant of ours filed for bankruptcy protection.

6





Our properties generally rely on anchor tenants to attract customers.  The loss of anchor tenants may adversely impact the performance of our properties.

If any of our anchor tenants becomes insolvent, suffers a downturn in business, abandons occupancy, or decides not to renew its lease, such event may adversely impact the performance of the affected center.  An abandonment or lease termination by an anchor tenant may give other tenants in the same shopping center the right to terminate their leases or pay less rent pursuant to the terms of their leases.  Our leases with anchor tenants may, in certain circumstances, permit them to transfer their leases to other retailers.  The transfer to a new anchor tenant could result in lower customer traffic to the center, which could affect our other tenants.  In addition, a transfer of a lease to a new anchor tenant could give other tenants the right to make reduced rental payments or to terminate their leases.

We may be restricted from leasing vacant space based on existing exclusivity lease provisions with some of our tenants.

In a number of cases, our leases give a tenant the exclusive right to sell clearly identified types of merchandise or provide specific types of services at a particular shopping center.  In other cases, leases with a tenant may limit the ability of other tenants to sell similar merchandise or provide similar services to that tenant. When leasing a vacant space, these restrictions may limit the number and types of prospective tenants suitable for that space.  If we are unable to lease space on satisfactory terms, our operating results would be adversely impacted.

Increases in operating expenses could adversely affect our operating results.

Our operating expenses include, among other items, property taxes, insurance, utilities, repairs, and the maintenance of the common areas of our shopping centers.  We may experience increases in our operating expenses, some or all of which may be out of our control.  Most of our leases require that tenants pay for a share of property taxes, insurance and common area maintenance costs.  However, if any property is not fully occupied or if recovery income from tenants is not sufficient to cover operating expenses, then we could be required to expend our own funds for operating expenses.  In addition, we may be unable to renew leases or negotiate new leases with terms requiring our tenants to pay all the property tax, insurance, and common area maintenance costs that tenants currently pay, which could adversely affect our operating results.

If we suffer losses that are uninsured or in excess of our insurance coverage limits, we could lose invested capital and anticipated profits.

Catastrophic losses, such as losses resulting from wars, acts of terrorism, earthquakes, floods, hurricanes, and tornadoes or other natural disasters, pollution or environmental matters, generally are either uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. Although we currently maintain “all risk” replacement cost insurance for our buildings, rents and personal property, commercial general liability insurance, and pollution and environmental liability insurance, our insurance coverage may be inadequate if any of the events described above occurs to, or causes the destruction of, one or more of our properties. Under that scenario, we could lose both our invested capital and anticipated profits from that property.

Our real estate assets may be subject to additional impairment provisions based on market and economic conditions.
 
On a periodic basis, we assess whether there are any indicators that the value of our real estate properties and other investments may be impaired. Under generally accepted accounting principles (“GAAP”) a property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. We are required to make subjective assessments as to whether there are impairments in the value of our real estate properties and other investments.

No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our unconsolidated joint ventures.  There can be no assurance that we will not take charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.  We recorded an impairment provision of $9.7 million in 2013 related to our real estate properties and other investments.  Refer to Note 6 of the notes to the consolidated financial statements for further information regarding impairment provisions.

7





We do not control all decisions related to the activities of joint ventures in which we are invested, and we may have conflicts of interest with our joint venture partners.

As of December 31, 2013, we had interests in five unconsolidated joint ventures that collectively own 14 shopping centers.  Although we manage the properties owned by these joint ventures, we do not control the decisions for the joint ventures.  Accordingly, we may not be able to resolve in our favor any issues which arise, or we may have to provide financial or other inducements to our joint venture partners to obtain such favorable resolution.

Various restrictive provisions and rights govern sales or transfers of interests in our joint ventures.  We may be required to make decisions as to the purchase or sale of interests in our joint ventures at a time that is disadvantageous to us.  In addition, a bankruptcy filing of one of our joint venture partners could adversely affect us because we may make commitments that rely on our partners to fund capital from time to time.  The profitability of shopping centers held in a joint venture could also be adversely affected by the bankruptcy of one of our joint venture partners if, because of certain provisions of the bankruptcy laws, we were unable to make important decisions in a timely fashion or became subject to additional liabilities.

We may invest in additional joint ventures, the terms of which may differ from our existing joint ventures.  In general, we would expect to share the rights and obligations to make major decisions regarding the venture with our partners, which would expose us to the risks identified above.

Our equity investment in each of our unconsolidated joint ventures is subject to impairment testing in the event of certain triggering events, such a change in market conditions or events at properties held by those joint ventures.  If the fair value of our equity investment is less than our net book value on an other than temporary basis, an impairment charge is required to be recognized under generally accepted accounting principles.  Refer to Note 6 of the notes to the consolidated financial statements for further information.

Market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control.

Changes in control of our investments could result from events such as amendments to our real estate joint venture and partnership agreements, changes in debt guarantees or changes in ownership due to required capital contributions.  Any changes in control will result in the revaluation of our investments to fair value, which could lead to impairment.  We are unable to predict whether, or to what extent, a change in control may result or the impact of adverse market and economic conditions may have to our partners.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

Our redevelopment activities generally call for a capital commitment and project scope greater than that required to lease vacant space.  To the extent a significant amount of construction is required, we are susceptible to risks such as permitting, cost overruns and timing delays as a result of the lack of availability of materials and labor, the failure of tenants to commit or fulfill their commitments, weather conditions, and other factors outside of our control.  Any substantial unanticipated delays or expenses could adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

Investing Risks

We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.

We compete with many other entities for the acquisition of shopping centers and land suitable for new developments, including other REITs, private institutional investors and other owner-operators of shopping centers.  In particular, larger REITs may enjoy competitive advantages that result from, among other things, a lower cost of capital.  These competitors may increase the market prices we would have to pay in order to acquire properties.  If we are unable to acquire properties that meet our criteria at prices we deem reasonable, our ability to grow may be adversely affected.

Commercial real estate investments are relatively illiquid, which could hamper our ability to dispose of properties that no longer meet our investment criteria or respond to adverse changes in the performance of our properties.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited.  The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control.  We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or

8





other terms offered by a prospective purchaser would be acceptable to us.  We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property.  We may be required to expend funds to correct defects or to make improvements before a property can be sold.  Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.

We are seeking to develop new properties, an activity that has inherent risks including cost overruns related to entitling land, improving the site, constructing buildings, and leasing new space.

We are seeking to develop and construct retail properties at several land parcels we own.  Our development and construction activities are subject to the following risks:

The pre-construction phase for a development project typically extends over several years, and the time to obtain anchor commitments, zoning and regulatory approvals, and financing can vary significantly from project to project;
We may not be able to obtain the necessary zoning or other governmental approvals for a project, or we may determine that the expected return on a project is not sufficient.  If we abandon our development activities with respect to a particular project, we may incur an impairment loss on our investment;
Construction and other project costs may exceed our original estimates because of increases in material and labor costs, delays and costs to obtain anchor and other tenant commitments;
We may not be able to obtain financing for construction;
Occupancy rates and rents at a completed project may not meet our projections; and
The time frame required for development, construction and lease-up of these properties means that we may have to wait years for a significant cash return.
If any of these events occur, our development activities may have an adverse effect on our results of operations, including additional impairment provisions.  For a detailed discussion of development projects, refer to Notes 3 and 6 of the notes to the consolidated financial statements.

Financing Risks

We have no corporate debt limitations.

Our management and Board of Trustees (“Board”) have discretion to increase the amount of our outstanding debt at any time.  Subject to existing financial covenants, we could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our cash flow and the amount available for distribution to our shareholders.  If we increase our debt, we may also increase the risk of default on our debt.

Our debt must be refinanced upon maturity, which makes us reliant on the capital markets on an ongoing basis.

We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our debt at maturity.  Instead, we expect to refinance our debt by raising equity, debt, or other capital prior to the time that it matures.  As of December 31, 2013, we had $758.9 million of outstanding indebtedness, including $5.7 million of capital lease obligations.  Of this, $39.1 million matures in 2014.  In addition, our joint ventures had $178.7 million of outstanding indebtedness, of which our share is $38.8 million. $7.5 million of joint venture debt matures in 2014, of which our share is $1.5 million.  The availability and price of capital can vary significantly.  If we seek to refinance maturing debt when capital market conditions are restrictive, we may find capital scarce, costly, or unavailable.  Refinancing debt at a higher cost would affect our operating results and cash available for distribution.  The failure to refinance our debt at maturity would result in default and the exercise by our lenders of the remedies available to them, including foreclosure and, in the case of recourse debt, liability for unpaid amounts.
Increases in interest rates may affect the cost of our variable-rate borrowings, our ability to refinance maturing debt, and the cost of any such refinancings.

As of December 31, 2013, we had seven interest rate swap agreements in effect for an aggregate notional amount of $210.0 million converting our floating rate corporate debt to fixed rate debt.  After accounting for these interest rate swap agreements, we had $100.1 million of variable rate debt outstanding.  Increases in interest rates on our existing indebtedness would increase our interest expense, which could adversely affect our cash flow and our ability to distribute cash to our shareholders.  For example, if market

9





rates of interest on our variable rate debt outstanding as of December 31, 2013 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $1.0 million annually.  Interest rate increases could also constrain our ability to refinance maturing debt because lenders may reduce their advance rates in order to maintain debt service coverage ratios.

Our mortgage debt exposes us to the risk of loss of property, which could adversely affect our financial condition.

As of December 31, 2013, we had $333.0 million of mortgage debt encumbering our properties.  A default on any of our mortgage debt may result in foreclosure actions by lenders and ultimately our loss of the mortgaged property.  We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.  For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage.  If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.

Financial covenants may restrict our operating, investing, or financing activities, which may adversely impact our financial condition and operating results.

The financial covenants contained in our mortgages and debt agreements reduce our flexibility in conducting our operations and create a risk of default on our debt if we cannot continue to satisfy them.  The mortgages on our properties contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage.  In addition, if we breach covenants in our debt agreements, the lender can declare a default and require us to repay the debt immediately and, if the debt is secured, can ultimately take possession of the property securing the loan.

Our outstanding line of credit contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including limitations on the maximum ratio of total liabilities to assets, the minimum fixed charge coverage, and the minimum tangible net worth ratio.  Our ability to borrow under our line of credit is subject to compliance with these financial and other covenants.  We rely on our ability to borrow under our line of credit to finance acquisition, development, and redevelopment activities and for working capital.  If we are unable to borrow under our line of credit, our financial condition and results of operations would likely be adversely impacted.

Because we must distribute a substantial portion of our income annually in order to maintain our REIT status, we may not retain sufficient cash from operations to fund our investing needs.

As a REIT, we are subject to annual distribution requirements under the Code.  In general, we must distribute at least 90% of our REIT taxable income annually, excluding net capital gains, to our shareholders to maintain our REIT status.  We intend to make distributions to our shareholders to comply with the requirements of the Code.
 
Differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement.  In addition, the distribution requirement reduces the amount of cash we retain for use in funding our capital requirements and our growth.  As a result, we have historically funded our acquisition, development and redevelopment activities by any of the following:  selling assets that no longer meet our investment criteria; selling common shares and preferred shares; borrowing from financial institutions; and entering into joint venture transactions with third parties.  Our failure to obtain funds from these sources could limit our ability to grow, which could have a material adverse effect on the value of our securities.
There may be future dilution of our common shares

Our Declaration of Trust authorizes our Board to, among other things, issue additional common or preferred shares, or securities convertible or exchangeable into equity securities, without shareholder approval.  We may issue such additional equity or convertible securities to raise additional capital.  The issuance of any additional common or preferred shares or convertible securities could be dilutive to holders of our common shares.  Moreover, to the extent that we issue restricted shares, options or warrants to purchase our common shares in the future and those options or warrants are exercised or the restricted shares vest, our shareholders may experience further dilution.  Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.


10





We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.

During 2013 we completed two underwritten public offering totaling 12.6 million common shares and issued 5.4 million common shares through controlled equity offerings.  In addition, there were 375,813 shares of unvested restricted common shares and options to purchase 190,993 common shares outstanding at December 31, 2013.

Corporate Risks

The price of our common shares may fluctuate significantly.

The market price of our common shares fluctuates based upon numerous factors, many of which are outside of our control.  A decline in our share price, whether related to our operating results or not, may constrain our ability to raise equity in pursuit of our business objectives.  In addition, a decline in price may affect the perceptions of lenders, tenants, or others with whom we transact.  Such parties may withdraw from doing business with us as a result.  An inability to raise capital at a suitable cost or at any cost, or to do business with certain tenants or other parties, could affect our operations and financial condition.

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.

We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes.  Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, shareholder ownership and other requirements on a continuing basis.  Our ability to satisfy the asset requirements depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals.  In addition, our compliance with the REIT income and asset requirements depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis.  Moreover, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements.  Accordingly, there can be no assurance that the Internal Revenue Service (“IRS”) will not contend that our interests in subsidiaries or other issuers constitute a violation of the REIT requirements.  Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates, and distributions to shareholders would not be deductible by us in computing our taxable income.  Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of, and trading prices for, our common shares.  Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Even if we qualify as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes.

Even if we qualify as a REIT, we may be subject to federal income and excise taxes in various situations, such as if we fail to distribute all of our REIT taxable income. We also will be required to pay a 100% tax on non-arm’s length transactions between us and our TRSs and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course of business. Additionally, we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business.  The state and local tax laws may not conform to the federal income tax treatment.  Any taxes imposed on us would reduce our operating cash flow and net income.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Treasury Department.  Changes to tax laws, which may have retroactive application, could adversely affect our shareholders or us.  We cannot predict how changes in tax laws might affect our shareholders or us.


11





We are party to litigation in the ordinary course of business, and an unfavorable court ruling could have a negative effect on us.

We are the defendant in a number of claims brought by various parties against us.  Although we intend to exercise due care and consideration in all aspects of our business, it is possible additional claims could be made against us.  We maintain insurance coverage including general liability coverage to help protect us in the event a claim is awarded; however, some claims may be uninsured.  In the event that claims against us are successful and uninsured or underinsured, or we elect to settle claims that we determine are in our interest to settle, our operating results and cash flow could be adversely impacted.  In addition, an increase in claims and/or payments could result in higher insurance premiums, which could also adversely affect our operating results and cash flow.

We are subject to various environmental laws and regulations which govern our operations and which may result in potential liability.

Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such environmental laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, we have the potential to be liable for remediation, releases or injury. In addition, environmental laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance.  Several of our properties have or may contain ACMs or underground storage tanks; however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Restrictions on the ownership of our common shares are in place to preserve our REIT status.

Our Declaration of Trust restricts ownership by any one shareholder to no more than 9.8% of our outstanding common shares, subject to certain exceptions granted by our Board.  The ownership limit is intended to ensure that we maintain our REIT status given that the Code imposes certain limitations on the ownership of the stock of a REIT.  Not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly by five or fewer individuals (as defined in the Code) during the last half of any taxable year.  If an individual or entity were found to own constructively more than 9.8% in value of our outstanding shares, then any excess shares would be transferred by operation of our Declaration of Trust to a charitable trust, which would sell such shares for the benefit of the shareholder in accordance with procedures specified in our Declaration of Trust.

The ownership limit may discourage a change in control, may discourage tender offers for our common shares, and may limit the opportunities for our shareholders to receive a premium for their shares.  Upon due consideration, our Board previously has granted limited exceptions to this restriction for certain shareholders who requested an increase in their ownership limit.  However, the Board has no obligation to grant such limited exceptions in the future.

12





Certain anti-takeover provisions of our Declaration of Trust and Bylaws may inhibit a change of our control.

Certain provisions contained in our Declaration of Trust and Bylaws and the Maryland General Corporation Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us. These provisions and actions may delay, deter or prevent a change in control or the removal of existing management. These provisions and actions also may delay or prevent the shareholders from receiving a premium for their common shares of beneficial interest over then-prevailing market prices.

These provisions and actions include:

the REIT ownership limit described above;
authorization of the issuance of our preferred shares of beneficial interest with powers, preferences or rights to be determined by our Board;
special meetings of our shareholders may be called only by the chairman of our Board, the president, one-third of the Trustees, or the secretary upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting;
a two-thirds shareholder vote is required to approve some amendments to our Declaration of Trust;
our Bylaws contain advance-notice requirements for proposals to be presented at shareholder meetings; and
our Board, without the approval of our shareholders, may from time to time (i) amend our Declaration of Trust to increase or decrease the aggregate number of shares of beneficial interest, or the number of shares of beneficial interest of any class, that we have authority to issue, and (ii) reclassify any unissued shares of beneficial interest into one or more classes or series of shares of beneficial interest.
In addition, the Trust, by Board action, may elect to be subject to certain provisions of the Maryland General Corporation Law that inhibit takeovers such as the provision that permits the Board by way of resolution to classify itself, notwithstanding any provision our Declaration of Trust or Bylaws.

Certain officers and trustees may have potential conflicts of interests with respect to properties contributed to the Operating Partnership in exchange for OP Units.

Certain of our officers and members of our Board of Trustees own OP Units obtained in exchange for contributions of their partnership interests in properties to the Operating Partnership.  By virtue of this exchange, these individuals may have been able to defer some, if not all, of the income tax liability they could have incurred if they sold the properties for cash.  As a result, these individuals may have potential conflicts of interest with respect to these properties, such as sales or refinancings that might result in federal income tax consequences.
Item 1B.  Unresolved Staff Comments.
None.

13






Item 2.  Properties
 
As of December 31, 2013, we owned and managed a portfolio of 80 shopping centers and one office building with approximately 15.9 million square feet of gross leasable area ("GLA").  Our wholly-owned properties consist of 66 shopping centers and one office building comprising approximately 13.1 million square feet ("SF").
 
Property Name
 
Location City
 
State
Ownership %
 
Year Built / Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF

 
Anchor Tenants (1)
CORE PORTFOLIO (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Harvest Junction North
 
Longmont
 
CO
100
%
 
2006/2012/NA
 
159,397

 
98.3
%
 
$
15.67

 
Best Buy, Dick's Sporting Goods, Staples
Harvest Junction South
 
Longmont
 
CO
100
%
 
2006/2012/NA
 
176,960

 
98.0
%
 
14.72

 
Bed Bath & Beyond, Marshalls, Michaels, Ross Dress for Less, (Lowe's)
Cocoa Commons
 
Cocoa
 
FL
100
%
 
2001/2007/2008
 
90,116

 
85.2
%
 
11.92

 
Publix
Coral Creek Shops
 
Coconut Creek
 
FL
100
%
 
1992/2002/NA
 
109,312

 
97.1
%
 
16.93

 
Publix
Cypress Point
 
Clearwater
 
FL
100
%
 
1983/2007/NA
 
167,280

 
95.7
%
 
11.98

 
Burlington Coat Factory, The Fresh Market
Kissimmee West
 
Kissimmee
 
FL
7
%
 
2005/2005/NA
 
115,586

 
93.7
%
 
11.72

 
Jo-Ann, Marshalls, (Super Target)
Marketplace of Delray
 
Delray Beach
 
FL
100
%
 
1981/2005/2010
 
238,196

 
94.4
%
 
12.44

 
Office Depot, Ross Dress for Less, Winn-Dixie
Mission Bay Plaza
 
Boca Raton
 
FL
100
%
 
1989/2004/NA
 
263,714

 
94.7
%
 
21.93

 
The Fresh Market, Golfsmith, LA Fitness, OfficeMax, Toys "R" Us
Naples Towne Centre
 
Naples
 
FL
100
%
 
1982/1996/2003
 
134,707

 
91.3
%
 
6.04

 
Beall's, Save-A-Lot, (Goodwill)
Parkway Shops
 
Jacksonville
 
FL
100
%
 
2013/2011/NA
 
89,114

 
100.0
%
 
13.34

 
Dick's Sporting Goods, Marshalls
River City Marketplace
 
Jacksonville
 
FL
100
%
 
2005/2005/NA
 
557,087

 
99.1
%
 
16.91

 
Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy,
Gander Mountain, Michaels, OfficeMax, PetSmart, Ross Dress for Less,
Hollywood Theaters, (Lowe's), (Wal-Mart Supercenter)
River Crossing Centre
 
New Port Richey
 
FL
100
%
 
1998/2003/NA
 
62,038

 
92.9
%
 
12.15

 
Publix
Rivertowne Square
 
Deerfield Beach
 
FL
100
%
 
1980/1998/2010
 
144,907

 
93.0
%
 
9.08

 
Beall's Outlet, Winn-Dixie
Shoppes of Lakeland
 
Lakeland
 
FL
100
%
 
1985/1996/NA
 
183,842

 
98.4
%
 
12.67

 
Ashley Furniture HomeStore, Michaels, Staples, T.J. Maxx, (Target)
The Crossroads
 
Royal Palm Beach
 
FL
100
%
 
1988/2002/NA
 
120,092

 
93.2
%
 
15.37

 
Publix
The Plaza at Delray
 
Delray Beach
 
FL
20
%
 
1979/2004/NA
 
313,913

 
97.8
%
 
16.95

 
Marshalls, Michaels, Publix, Ross Dress for Less, T.J. Maxx
Treasure Coast Commons
 
Jensen Beach
 
FL
100
%
 
1996/2004/NA
 
92,979

 
100.0
%
 
12.26

 
Barnes & Noble, OfficeMax, Sports Authority
Village Lakes Shopping Center
 
Land O' Lakes
 
FL
100
%
 
1987/1997/NA
 
168,751

 
84.2
%
 
8.61

 
Beall's Outlet, Marshalls (4), Ross Dress for Less
Village of Oriole Plaza
 
Delray Beach
 
FL
30
%
 
1986/2005/NA
 
155,770

 
97.2
%
 
13.37

 
Publix
Village Plaza
 
Lakeland
 
FL
100
%
 
1989/2004/NA
 
146,755

 
94.8
%
 
13.03

 
Big Lots
Vista Plaza
 
Jensen Beach
 
FL
100
%
 
1998/2004/NA
 
109,761

 
100.0
%
 
13.42

 
Bed Bath & Beyond, Michaels, Total Wine & More

14





Property Name
 
Location City
 
State
Ownership %
 
Year Built /Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF

 
Anchor Tenants (1)
West Broward Shopping Center
 
Plantation
 
FL
100
%
 
1965/2005/NA
 
152,973

 
97.6
%
 
$
10.65

 
Badcock, DD's Discounts, Save-A-Lot, US Postal Service
Centre at Woodstock
 
Woodstock
 
GA
100
%
 
1997/2004/NA
 
86,748

 
94.5
%
 
11.50

 
Publix
Conyers Crossing
 
Conyers
 
GA
100
%
 
1978/1998/NA
 
170,475

 
100.0
%
 
5.22

 
Burlington Coat Factory, Hobby Lobby
Holcomb Center
 
Roswell
 
GA
100
%
 
1986/1996/2010
 
106,003

 
85.7
%
 
11.71

 
Studio Movie Grill
Horizon Village
 
Suwanee
 
GA
100
%
 
1996/2002/NA
 
97,001

 
97.0
%
 
11.02

 
Movie Tavern
Paulding Pavilion
 
Hiram
 
GA
20
%
 
1995/2006/2008
 
84,846

 
88.3
%
 
15.70

 
Sports Authority, Staples
Peachtree Hill
 
Duluth
 
GA
20
%
 
1986/2007/NA
 
154,700

 
91.2
%
 
13.07

 
Kroger, LA Fitness
Deer Grove Centre
 
Palatine
 
IL
100
%
 
1997/2013/2013
 
235,936

 
82.3
%
 
11.70

 
Dominick's Supermarkets (3), Staples, T J Maxx, (Target)
Liberty Square
 
Wauconda
 
IL
100
%
 
1987/2010/2008
 
107,427

 
85.0
%
 
13.68

 
Jewel-Osco
Market Plaza
 
Glen Ellyn
 
IL
20
%
 
1965/2007/2009
 
163,054

 
97.0
%
 
15.24

 
Jewel Osco, Staples
Mount Prospect Plaza
 
Mount Prospect
 
IL
100
%
 
1962/2013/2013
 
301,138

 
86.3
%
 
11.86

 
Aldi, LA Fitness, Marshalls, Ross Dress for Less, Walgreens (Wal-Mart Supercenter)
Rolling Meadows Shopping Center
 
Rolling Meadows
 
IL
20
%
 
1956/2008/1995
 
134,012

 
85.0
%
 
11.20

 
Jewel Osco, Northwest Community Hospital
Nora Plaza
 
Indianapolis
 
IN
7
%
 
1958/2007/2002
 
139,788

 
100.0
%
 
13.60

 
Marshalls, Whole Foods, (Target)
Crofton Centre
 
Crofton
 
MD
20
%
 
1974/1996/NA
 
252,230

 
98.7
%
 
8.29

 
Gold's Gym, Kmart, Shoppers Food Warehouse
Clinton Pointe
 
Clinton Township
 
MI
100
%
 
1992/2003/NA
 
135,330

 
100.0
%
 
9.59

 
OfficeMax, Sports Authority, (Target)
Clinton Valley
 
Sterling Heights
 
MI
100
%
 
1977/1996/2009
 
201,115

 
97.8
%
 
11.47

 
DSW Shoe Warehouse, Hobby Lobby, Office Depot
Fraser Shopping Center
 
Fraser
 
MI
100
%
 
1977/1996/NA
 
68,326

 
100.0
%
 
7.17

 
Oakridge Market
Gaines Marketplace
 
Gaines Township
 
MI
100
%
 
2004/2004/NA
 
392,169

 
100.0
%
 
4.70

 
Meijer, Staples, Target
Hoover Eleven
 
Warren
 
MI
100
%
 
1989/2003/NA
 
280,719

 
94.7
%
 
11.52

 
Dunham's, Kroger, Marshalls, OfficeMax
Hunter's Square
 
Farmington Hills
 
MI
100
%
 
1988/2005/NA
 
354,323

 
98.3
%
 
16.23

 
Bed Bath & Beyond, Buy Buy Baby, Loehmann's, Marshalls, T.J. Maxx
Jackson Crossing
 
Jackson
 
MI
100
%
 
1967/1996/2002
 
402,326

 
95.0
%
 
10.28

 
Bed Bath & Beyond, Best Buy, Jackson 10 Theater, Kohl's, T.J. Maxx,
Toys "R" Us, (Sears), (Target)
Jackson West
 
Jackson
 
MI
100
%
 
1996/1996/1999
 
209,800

 
97.7
%
 
7.41

 
Lowe's, Michaels, OfficeMax
Lake Orion Plaza
 
Lake Orion
 
MI
100
%
 
1977/1996/NA
 
141,073

 
100.0
%
 
4.07

 
Hollywood Super Market, Kmart
Lakeshore Marketplace
 
Norton Shores
 
MI
100
%
 
1996/2003/NA
 
342,959

 
98.0
%
 
8.71

 
Barnes & Noble, Dunham's, Gordmans (4), Hobby Lobby, T.J. Maxx,
Toys "R" Us, (Target)
Livonia Plaza
 
Livonia
 
MI
100
%
 
1988/2003/NA
 
137,391

 
94.6
%
 
10.38

 
Kroger, T.J. Maxx
Millennium Park
 
Livonia
 
MI
30
%
 
2000/2005/NA
 
272,568

 
99.2
%
 
14.20

 
Home Depot, Marshalls, Michaels, PetSmart, (Costco), (Meijer)
New Towne Plaza
 
Canton Township
 
MI
100
%
 
1975/1996/2005
 
192,587

 
100.0
%
 
10.74

 
Jo-Ann, Kohl's
Oak Brook Square
 
Flint
 
MI
100
%
 
1982/1996/2008
 
152,073

 
100.0
%
 
9.59

 
Hobby Lobby, T.J. Maxx
Roseville Towne Center
 
Roseville
 
MI
100
%
 
1963/1996/2004
 
76,998

 
100.0
%
 
12.08

 
Marshalls, (Wal-Mart)

15





Property Name
 
Location City
 
State
Ownership %
 
Year Built /Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF

 
Anchor Tenants (1)
Shoppes at Fairlane Meadows
 
Dearborn
 
MI
100
%
 
1987/2003/2007
 
157,246

 
100.0
%
 
$
14.25

 
Best Buy, Citi Trends, (Burlington Coat Factory), (Target)
Southfield Plaza
 
Southfield
 
MI
100
%
 
1969/1996/2003
 
185,409

 
98.2
%
 
8.16

 
Big Lots, Burlington Coat Factory, Marshalls (3)
Tel-Twelve
 
Southfield
 
MI
100
%
 
1968/1996/2005
 
523,411

 
100.0
%
 
11.17

 
Best Buy, DSW Shoe Warehouse, Lowe's, Meijer, Michaels, Office Depot, PetSmart
The Auburn Mile 1
 
Auburn Hills
 
MI
100
%
 
2000/1999/NA
 
90,553

 
100.0
%
 
11.08

 
Jo-Ann, Staples, (Best Buy), (Costco), (Meijer), (Target)
The Shops at Old Orchard
 
West Bloomfield
 
MI
100
%
 
1972/2007/2011
 
96,768

 
100.0
%
 
17.34

 
Plum Market
Troy Marketplace
 
Troy
 
MI
100
%
 
2000/2005/2010
 
217,754

 
100.0
%
 
16.65

 
Airtime Trampoline, Golfsmith, LA Fitness, Nordstrom Rack, PetSmart, (REI)
West Oaks I
 
Novi
 
MI
100
%
 
1979/1996/2004
 
243,987

 
100.0
%
 
9.70

 
Best Buy, DSW Shoe Warehouse, Gander Mountain, Old Navy, Home Goods & Michaels-Sublease of JLPK-Novi LLC
West Oaks II
 
Novi
 
MI
100
%
 
1986/1996/2000
 
167,954

 
100.0
%
 
17.32

 
Jo-Ann, Marshalls, (Bed Bath & Beyond), (Big Lots), (Kohl's), (Toys "R" Us), (Value City Furniture)
Winchester Center
 
Rochester Hills
 
MI
100
%
 
1980/2005/NA
 
314,575

 
94.4
%
 
9.48

 
Bed Bath & Beyond, Dick's Sporting Goods, Famous Furniture, Marshalls, Michaels, PetSmart, (Kmart)
Central Plaza
 
Ballwin
 
MO
100
%
 
1970/2012/2012
 
166,431

 
100.0
%
 
11.15

 
Buy Buy Baby, Jo-Ann, OfficeMax, Ross Dress for Less
Deer Creek Shopping Center
 
Maplewood
 
MO
100
%
 
1975/2013/2013
 
208,144

 
99.3
%
 
10.12

 
Buy Buy Baby, Jo-Ann, Marshalls, Ross Dress for Less, State of Missouri
Heritage Place
 
Creve Coeur (St Louis)
 
MO
100
%
 
1989/2011/2005
 
269,105

 
92.5
%
 
13.35

 
Dierbergs Markets, Marshalls, Office Depot, T.J. Maxx
Town & Country Crossing
 
Town & Country
 
MO
100
%
 
2008/2011/2011
 
148,630

 
86.4
%
 
25.83

 
Whole Foods, (Target)
Chester Springs Shopping Center
 
Chester
 
NJ
20%

 
1970/1996/1999
 
         223,068

 
96.6%

 
14.41

 
Marshalls, Shop-Rite Supermarket, Staples
Crossroads Centre 1
 
Rossford
 
OH
100
%
 
2001/2001/NA
 
344,045

 
97.6
%
 
8.87

 
Giant Eagle, Home Depot, Michaels, T.J. Maxx, (Target)
Deerfield Towne Center
 
Mason
 
OH
100
%
 
2004/2013/2013
 
460,675

 
93.9
%
 
19.43

 
Ashley Furniture HomeStore, Bed Bath & Beyond, Buy Buy Baby, Regal Cinemas, Dick's Sporting Goods, Whole Foods Market
Olentangy Plaza
 
Columbus
 
OH
20
%
 
1981/2007/1997
 
253,474

 
94.5
%
 
10.60

 
Eurolife Furniture, Marshalls, Micro Center, Columbus Asia Market-Sublease
of SuperValu, Tuesday Morning
Rossford Pointe
 
Rossford
 
OH
100
%
 
2006/2005/NA
 
47,477

 
100.0
%
 
10.35

 
MC Sporting Goods, PetSmart
Spring Meadows Place
 
Holland
 
OH
100
%
 
1987/1996/2005
 
259,362

 
93.9
%
 
10.33

 
Ashley Furniture HomeStore, Big Lots, Guitar Center, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Kroger), (Sam's Club), (Target)
The Shops on Lane Avenue
 
Upper Arlington
 
OH
20
%
 
1952/2007/2004
 
170,719

 
89.7
%
 
21.44

 
Bed Bath & Beyond, Whole Foods Market

16





Property Name
 
Location City
 
State
Ownership %
 
Year Built / Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF

 
Anchor Tenants (1)
Troy Towne Center
 
Troy
 
OH
100
%
 
1990/1996/2003
 
144,485

 
92.4
%
 
$
6.69

 
Kohl's, (Wal-Mart Supercenter)
Northwest Crossing
 
Knoxville
 
TN
100
%
 
1989/1999/2006
 
124,453

 
100.0
%
 
9.85

 
HH Gregg, OfficeMax, Ross Dress for Less, (Wal-Mart Supercenter)
The Town Center at Aquia
 
Stafford
 
VA
100
%
 
1989/1998/NA
 
40,518

 
100.0
%
 
11.14

 
Regal Cinemas
The Town Center at Aquia Office (5)
 
Stafford
 
VA
100
%
 
1989/1998/2009
 
98,147

 
91.8
%
 
27.53

 
TASC, Inc.
East Town Plaza
 
Madison
 
WI
100
%
 
1992/2000/2000
 
208,472

 
86.5
%
 
10.09

 
Burlington Coat Factory, Jo-Ann, Marshalls, (Menards), (Shopko), (Toys "R" Us)
Nagawaukee Center
 
Delafield
 
WI
100
%
 
1994/2012-13/NA
 
219,538

 
98.9
%
 
13.66

 
Kohl's, Marshalls, Sports Authority, (Sentry Foods)
The Shoppes at Fox River
 
Waukesha
 
WI
100
%
 
2009/2010/2011
 
182,392

 
100.0
%
 
15.72

 
Pick N' Save, T.J. Maxx, (Target)
West Allis Towne Centre
 
West Allis
 
WI
100
%
 
1987/1996/2011
 
326,271

 
98.0
%
 
8.52

 
Burlington Coat Factory, Kmart, Office Depot, Xperience Fitness
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FUTURE REDEVELOPMENTS (6):
 
 
 
 
 
 
 
 
 
 
 
 
 
Martin Square
 
Stuart
 
FL
30
%
 
1981/2005/NA
 
331,105

 
65.7
%
 
$
6.61

 
Home Depot, Paradise Home & Patio, Staples
Merchants' Square
 
Carmel
 
IN
100
%
 
1970/2010/NA
 
277,728

 
74.7
%
 
10.53

 
Cost Plus, Hobby Lobby (3), (Marsh Supermarket)
Promenade at Pleasant Hill
 
Duluth
 
GA
100
%
 
1993/2004/NA
 
261,982

 
71.7
%
 
9.63

 
Farmers Home Furniture, Publix
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PORTFOLIO TOTAL / AVERAGE (CORE AND UNDER REDEV)
 
15,910,243

 
94.6
%
 
$
12.22

 
 
 
 
 
 
 
 

 
 
 
 

 
 

 
 

 
 
Footnotes
(1)  Anchor tenants are any tenant over 19,000 square feet.  Tenants in parenthesis represent non-company owned GLA.
(2) We define Core Portfolio as stabilized assets that are not currently under development/redevelopment.
(3)  Tenant closed - lease obligated.
(4) Space delivered to tenant.
(5)  Represents the Office Building at The Town Center at Aquia.
(6)  Represents 2.8% of combined portfolio annual base rent.
Our leases for tenant space under 19,000 square feet generally have terms ranging from three to five years.  Tenant leases greater than or equal to 19,000 square feet generally have lease terms in excess of five years or more, and are considered anchor leases.  Many of the anchor leases contain provisions allowing the tenant the option of extending the lease term at expiration at contracted rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent.  The majority of our leases provide for monthly payment of base rent in advance, percentage rent based on the tenant’s sales volume, reimbursement of the tenant’s allocable real estate taxes, insurance and common area maintenance (“CAM”) expenses and reimbursement for utility costs if not directly metered.
Major Tenants
The following table sets forth as of December 31, 2013 the gross leasable area, or GLA, of our existing properties leased to tenants in our combined properties portfolio: 
 
Type of Tenant
Annualized Base Rent

 
% of Total Annualized Base Rent

 
GLA (2)

 
% of Total GLA (2)

 
Anchor (1)
$
89,167,928

 
49.2
%
 
9,867,251

 
62.0
%
 
Retail (non-anchor)
92,018,576

 
50.8
%
 
6,042,992

 
38.0
%
 
Total
$
181,186,504

 
100.0
%
 
15,910,243

 
100.0
%
 
 
 
 
 
 
 
 
 
(1) We define anchor tenants as tenants occupying a space consisting of 19,000 square feet or more.
(2) GLA owned directly by us or our unconsolidated joint ventures.

17






The following table depicts as of December 31, 2013 information regarding leases with the 25 largest retail tenants in our combined properties portfolio: 
 
Tenant Name
 
Credit Rating S&P/Moody's (1)
 
Number of Leases

 
GLA

 
% of Total GLA (2)

 
Total Annualized Base Rent

 
Annualized Base Rent PSF

 
% of Annualized Base Rent

 
TJX Companies (3)
 
A+/A3
 
32

 
972,921

 
6.1
%
 
$
9,078,580

 
$
9.33

 
5.0
%
 
Bed Bath & Beyond (4)
 
BBB+/NR
 
13

 
391,327

 
2.5
%
 
4,171,704

 
10.66

 
2.3
%
 
Office Depot, Inc.
 
B-/B2
 
14

 
332,433

 
2.1
%
 
3,820,086

 
11.49

 
2.1
%
 
LA Fitness
 
NR/NR
 
5

 
176,943

 
1.1
%
 
3,675,870

 
20.77

 
2.0
%
 
Home Depot
 
A-/A2
 
3

 
384,690

 
2.4
%
 
3,110,250

 
8.09

 
1.7
%
 
Dollar Tree
 
NR/NR
 
30

 
306,347

 
1.9
%
 
2,986,440

 
9.75

 
1.6
%
 
Publix Super Market
 
NR/NR
 
8

 
372,141

 
2.3
%
 
2,790,512

 
7.50

 
1.5
%
 
Best Buy
 
BB/Baa2
 
6

 
206,677

 
1.3
%
 
2,743,757

 
13.28

 
1.5
%
 
Jo-Ann Stores
 
B/Caa1
 
7

 
233,947

 
1.5
%
 
2,697,429

 
11.53

 
1.5
%
 
Whole Foods Market
 
BBB-/NR
 
4

 
152,657

 
1.0
%
 
2,691,637

 
17.63

 
1.5
%
 
Regal Cinemas (5)
 
NR/NR
 
3

 
143,080

 
0.9
%
 
2,672,623

 
18.68

 
1.5
%
 
Michaels Stores
 
B/B3
 
11

 
240,993

 
1.5
%
 
2,604,198

 
10.81

 
1.4
%
 
PetSmart
 
BB+/NR
 
8

 
174,661

 
1.1
%
 
2,537,182

 
14.53

 
1.4
%
 
Burlington Coat Factory
 
NR/NR
 
5

 
360,867

 
2.3
%
 
2,390,179

 
6.62

 
1.3
%
 
Staples
 
BBB/Baa2
 
9

 
187,354

 
1.2
%
 
2,321,601

 
12.39

 
1.3
%
 
Ross Stores
 
A-/NR
 
10

 
266,046

 
1.7
%
 
2,276,222

 
8.56

 
1.3
%
 
Kohl's
 
BBB+/Baa1
 
6

 
363,081

 
2.3
%
 
2,244,522

 
6.18

 
1.2
%
 
Ulta Salon
 
NR/NR
 
9

 
93,772

 
0.6
%
 
2,062,215

 
21.99

 
1.2
%
 
Dick's Sporting Goods
 
NR/NR
 
4

 
203,365

 
1.3
%
 
2,029,373

 
9.98

 
1.1
%
 
Ascena Retail (6)
 
NR/NR
 
19

 
113,196

 
0.7
%
 
1,993,688

 
17.61

 
1.1
%
 
Gander Mountain
 
NR/NR
 
2

 
159,791

 
1.0
%
 
1,981,282

 
12.40

 
1.1
%
 
DSW Designer Shoe Warehouse
 
NR/NR
 
7

 
130,233

 
0.8
%
 
1,949,858

 
14.97

 
1.1
%
 
Sports Authority
 
NR/NR
 
4

 
166,733

 
1.0
%
 
1,924,299

 
11.54

 
1.1
%
 
Lowe's Home Centers
 
A-/A3
 
2

 
270,394

 
1.7
%
 
1,919,646

 
7.10

 
1.1
%
 
Meijer
 
NR/NR
 
2

 
397,428

 
2.5
%
 
1,858,060

 
4.68

 
1.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-Total top 25 tenants
 
 
 
223

 
6,801,077

 
42.8
%
 
$
70,531,213

 
$
10.37

 
38.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining tenants
 
 
 
1,440

 
8,031,098

 
50.5
%
 
110,655,291

 
13.78

 
61.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-Total all tenants
 
 
 
1,663

 
14,832,175

 
93.3
%
 
$
181,186,504

 
$
12.22

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vacant
 
 
 
249

 
1,078,068

 
6.7
%
 
 N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total including vacant
 
 
 
1,912

 
15,910,243

 
100.0
%
 
$
181,186,504

 
 N/A

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Source: Latest Company filings per CreditRiskMonitor.
(2) GLA owned directly by us or our unconsolidated joint ventures.
(3) Marshalls (20), T J Maxx (12).
(4) Bed Bath & Beyond (8), Buy Buy Baby (4), Cost Plus (1).
(5) Regal (2), Hollywood (1).
(6) Catherine's (3), Maurices (4), Justice (3), Dress Barn (5), Lane Bryant (4).

18





Lease Expirations

The following tables set forth a schedule of lease expirations, for our combined portfolio, for the next ten years and thereafter, assuming that no renewal options are exercised:
 
ALL TENANTS 
Expiring Leases As of December 31, 2013
Year
 
Number of Leases

 
GLA (1)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
(3) 
 
46

 
232,002

 
$
9.71

 
$
2,253,047

 
1.2
%
2014
 
218

 
931,594

 
11.98

 
11,163,688

 
6.2
%
2015
 
282

 
2,028,131

 
11.65

 
23,632,324

 
13.0
%
2016
 
299

 
1,972,146

 
13.51

 
26,643,415

 
14.7
%
2017
 
222

 
1,872,123

 
13.27

 
24,848,320

 
13.7
%
2018
 
197

 
1,345,642

 
13.61

 
18,309,414

 
10.1
%
2019
 
107

 
1,344,611

 
10.45

 
14,046,562

 
7.8
%
2020
 
48

 
723,334

 
10.53

 
7,615,507

 
4.2
%
2021
 
55

 
913,971

 
10.82

 
9,892,784

 
5.5
%
2022
 
52

 
758,100

 
13.24

 
10,039,735

 
5.5
%
2023
 
70

 
1,132,351

 
12.23

 
13,845,072

 
7.6
%
2024+
 
67

 
1,578,170

 
11.97

 
18,896,636

 
10.5
%
Sub-Total
 
1,663

 
14,832,175

 
12.22

 
181,186,504

 
100.0
%
Leased (4)
 
22

 
213,172

 
 N/A

 
 N/A

 
N/A

Vacant
 
227

 
864,896

 
 N/A

 
 N/A

 
N/A

Total
 
1,912

 
15,910,243

 
$
12.22

 
$
181,186,504

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent in based upon rents currently in place.
(3) Tenants currently under month to month lease or in the process of renewal.
(4) Lease has been executed, but space has not yet been delivered.

 ANCHOR TENANTS (greater than or equal to 19,000 square feet) 
Expiring Anchor Leases As of December 31, 2013
Year
 
Number of Leases

 
GLA (1)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
(3) 
 
4

 
126,781

 
$
6.51

 
824,980

 
0.9
%
2014
 
4

 
307,405

 
3.49

 
1,073,760

 
1.2
%
2015
 
32

 
1,203,346

 
8.11

 
9,755,566

 
10.9
%
2016
 
29

 
1,065,547

 
9.80

 
10,447,217

 
11.7
%
2017
 
33

 
1,182,119

 
10.92

 
12,913,873

 
14.5
%
2018
 
20

 
699,584

 
9.62

 
6,726,669

 
7.5
%
2019
 
24

 
976,659

 
8.39

 
8,196,345

 
9.2
%
2020
 
11

 
534,445

 
7.96

 
4,254,484

 
4.8
%
2021
 
19

 
718,814

 
9.23

 
6,637,191

 
7.4
%
2022
 
13

 
545,621

 
11.43

 
6,239,076

 
7.0
%
2023
 
21

 
812,338

 
9.99

 
8,111,364

 
9.1
%
2024+
 
25

 
1,345,947

 
10.39

 
13,987,403

 
15.8
%
Sub-Total
 
235

 
9,518,606

 
9.37

 
89,167,928

 
100.0
%
Leased (4)
 
3

 
120,454

 
 N/A

 
N/A

 
 N/A

Vacant
 
5

 
228,191

 
 N/A

 
 N/A

 
 N/A

Total
 
243

 
9,867,251

 
$
9.37

 
89,167,928

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent in based upon rents currently in place.
(3) Tenants currently under month to month lease or in the process of renewal.
(4) Lease has been executed, but space has not yet been delivered.


19





NON-ANCHOR TENANTS (less than 19,000 square feet)
 
 
Expiring Non-Anchor Leases As of December 31, 2013
 
 
Year
 
Number of Leases

 
GLA (2)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
 
 
(per square foot)
 
 
 
 
 
 
(3) 
 
42

 
105,221

 
$
13.57

 
$
1,428,067

 
1.6
%
 
 
2014
 
214

 
624,189

 
16.16

 
10,089,928

 
11.0
%
 
 
2015
 
250

 
824,785

 
16.82

 
13,876,758

 
15.1
%
 
 
2016
 
270

 
906,599

 
17.86

 
16,196,198

 
17.6
%
 
 
2017
 
189

 
690,004

 
17.30

 
11,934,447

 
13.0
%
 
 
2018
 
177

 
646,058

 
17.93

 
11,582,745

 
12.6
%
 
 
2019
 
83

 
367,952

 
15.90

 
5,850,217

 
6.4
%
 
 
2020
 
37

 
188,889

 
17.79

 
3,361,023

 
3.7
%
 
 
2021
 
36

 
195,157

 
16.68

 
3,255,593

 
3.5
%
 
 
2022
 
39

 
212,479

 
17.89

 
3,800,659

 
4.1
%
 
 
2023
 
49

 
320,013

 
17.92

 
5,733,708

 
6.2
%
 
 
2024+
 
42

 
232,223

 
21.14

 
4,909,233

 
5.2
%