Item 2. Properties
ITEM 2. PROPERTIES
The following table sets forth certain information regarding the Centers and other locations that are wholly owned or partly owned by the Company as of December 31, 2021.
Count Company's
Ownership(1) Name of
Center/Location(2) Year of
Original
Construction/
Acquisition Year of Most
Recent
Expansion/
Renovation Total
GLA(3) Mall and
Freestanding
GLA Percentage
of Mall and
Freestanding
GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)
CONSOLIDATED CENTERS:
1 50.1% Chandler Fashion Center(4) 2001/2002 - 1,319,000 633,000 95.3 % Dillard's, Macy's, Scheels All Sports(5) —
Chandler, Arizona
2 100% Danbury Fair Mall(4) 1986/2005 2016 1,224,000 540,000 90.1 % JCPenney, Macy's Dick's Sporting Goods, Primark
Danbury, Connecticut
3 100% Desert Sky Mall 1981/2002 2007 720,000 254,000 97.7 % Burlington, Dillard's La Curacao, Mercado de los Cielos
Phoenix, Arizona
4 100% Eastland Mall(6) 1978/1998 1996 1,017,000 528,000 88.9 % Dillard's, Macy's JCPenney
Evansville, Indiana
5 50% Fashion District Philadelphia 1977/2014 2019 801,000 573,000 83.2 % — Burlington, Primark, Shoppers World
Philadelphia, Pennsylvania
6 100% Fashion Outlets of Chicago 2013/— - 527,000 527,000 97.9 % — —
Rosemont, Illinois
7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 689,000 689,000 82.8 % — —
Niagara Falls, New York
8 50.1% Freehold Raceway Mall(4) 1990/2005 2007 1,553,000 771,000 91.7 % JCPenney, Macy's Dick's Sporting Goods, Primark
Freehold, New Jersey
9 100% Fresno Fashion Fair 1970/1996 2006 973,000 418,000 93.4 % Macy's Forever 21, JCPenney, Macy's
Fresno, California
10 100% Green Acres Mall(4)(6) 1956/2013 2016 2,057,000 919,000 93.2 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark(7), Shoppers World
Valley Stream, New York
11 100% Inland Center 1966/2004 2016 630,000 230,000 97.1 % Macy's Forever 21, JCPenney
San Bernardino, California
12 100% Kings Plaza Shopping Center(6) 1971/2012 2018 1,146,000 445,000 98.9 % Macy's Burlington, Lowe's, Primark, Target(8)
Brooklyn, New York
13 100% La Cumbre Plaza(4)(6) 1967/2004 1989 473,000 173,000 90.6 % Macy's —
Santa Barbara, California
14 100% NorthPark Mall(4) 1973/1998 2001 929,000 394,000 88.8 % Dillard's, JCPenney, Von Maur —
Davenport, Iowa
15 100% Oaks, The 1978/2002 2009 1,205,000 603,000 85.8 % JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom
Thousand Oaks, California
16 100% Pacific View 1965/1996 2001 886,000 401,000 78.0 % JCPenney, Target Macy's
Ventura, California
17 100% Queens Center(6) 1973/1995 2004 967,000 411,000 97.6 % JCPenney, Macy's —
Queens, New York
29
Count Company's
Ownership(1) Name of
Center/Location(2) Year of
Original
Construction/
Acquisition Year of Most
Recent
Expansion/
Renovation Total
GLA(3) Mall and
Freestanding
GLA Percentage
of Mall and
Freestanding
GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)
18 100% Santa Monica Place(4) 1980/1999 2015 479,000 255,000 85.4 % — Nordstrom
Santa Monica, California
19 84.9% SanTan Village Regional Center 2007/— 2018 1,161,000 754,000 93.8 % Dillard's, Macy's Dick's Sporting Goods
Gilbert, Arizona
20 100% SouthPark Mall(4) 1974/1998 2015 855,000 290,000 69.3 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney
Moline, Illinois
21 100% Stonewood Center(4)(6) 1953/1997 1991 929,000 358,000 88.5 % — JCPenney, Kohl's, Macy's
Downey, California
22 100% Superstition Springs Center(4) 1990/2002 2002 912,000 380,000 97.1 % Dillard's, JCPenney, Macy's —
Mesa, Arizona
23 100% Towne Mall(4) 1985/2005 1989 350,000 179,000 79.8 % — Belk, JCPenney
Elizabethtown, Kentucky
24 100% Valley Mall 1978/1998 1992 502,000 187,000 75.3 % Target Belk, Dick's Sporting Goods, JCPenney
Harrisonburg, Virginia
25 100% Valley River Center 1969/2006 2007 813,000 413,000 94.4 % Macy's JCPenney
Eugene, Oregon
26 100% Victor Valley, Mall of(4) 1986/2004 2012 577,000 259,000 98.8 % Macy's Dick's Sporting Goods, JCPenney
Victorville, California
27 100% Vintage Faire Mall 1977/1996 2008 915,000 471,000 95.7 % Macy's Dick's Sporting Goods, JCPenney, Macy's
Modesto, California
28 100% Wilton Mall(4) 1990/2005 1998 708,000 505,000 93.2 % JCPenney Dick's Sporting Goods
Saratoga Springs, New York
Total Consolidated Centers 25,317,000 12,560,000 90.7 %
UNCONSOLIDATED JOINT VENTURE CENTERS:
29 60% Arrowhead Towne Center(4) 1993/2002 2015 1,073,000 386,000 96.2 % Dillard's, JCPenney, Macy's Dick's Sporting Goods
Glendale, Arizona
30 50% Biltmore Fashion Park 1963/2003 2020 597,000 292,000 92.3 % — Macy's, Saks Fifth Avenue
Phoenix, Arizona
31 50% Broadway Plaza(4) 1951/1985 2016 990,000 445,000 96.8 % Macy's Nordstrom
Walnut Creek, California
32 50.1% Corte Madera, The Village at 1985/1998 2020 501,000 265,000 94.5 % Macy's, Nordstrom —
Corte Madera, California
33 50% Country Club Plaza 1922/2016 2015 947,000 947,000 84.9 % — —
Kansas City, Missouri
34 51% Deptford Mall 1975/2006 2020 1,000,000 428,000 95.1 % JCPenney, Macy's Boscov's, Dick's Sporting Goods
Deptford, New Jersey
35 51% FlatIron Crossing(4) 2000/2002 2009 1,426,000 727,000 92.7 % Dillard's, Macy's Dick's Sporting Goods, Forever 21
Broomfield, Colorado
36 50% Kierland Commons 1999/2005 2003 437,000 437,000 89.4 % — —
Phoenix, Arizona
37 60% Lakewood Center 1953/1975 2008 1,981,000 916,000 89.2 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target
Lakewood, California
38 60% Los Cerritos Center(9) 1971/1999 2016 1,012,000 537,000 90.8 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21
Cerritos, California
39 50% Scottsdale Fashion Square 1961/2002 2020 1,883,000 922,000 95.2 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom
Scottsdale, Arizona
30
Count Company's
Ownership(1) Name of
Center/Location(2) Year of
Original
Construction/
Acquisition Year of Most
Recent
Expansion/
Renovation Total
GLA(3) Mall and
Freestanding
GLA Percentage
of Mall and
Freestanding
GLA Leased Non-Owned Anchors (3) Company-Owned Anchors (3)
40 60% South Plains Mall(4) 1972/1998 2017 1,136,000 494,000 90.3 % — Dillard's (two), JCPenney
Lubbock, Texas
41 51% Twenty Ninth Street(6) 1963/1979 2007 703,000 561,000 92.3 % Macy's Home Depot
Boulder, Colorado
42 50% Tysons Corner Center(9) 1968/2005 2014 1,827,000 1,087,000 89.0 % — Bloomingdale's, Macy's, Nordstrom, Primark(7)
Tysons Corner, Virginia
43 60% Washington Square(9) 1974/1999 2005 1,300,000 577,000 93.9 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom
Portland, Oregon
44 19% West Acres 1972/1986 2001 692,000 426,000 94.7 % Macy's JCPenney
Fargo, North Dakota
Total Unconsolidated Joint Ventures 17,505,000 9,447,000 92.4 %
44 Total Regional Town Centers 42,822,000 22,007,000 91.5 %
COMMUNITY/POWER SHOPPING CENTERS
1 50% Atlas Park, The Shops at(11) 2006/2011 2013 373,000 373,000 90.1 % — —
Queens, New York
2 50% Boulevard Shops(11) 2001/2002 2004 185,000 185,000 94.8 % — —
Chandler, Arizona
3 100% Southridge Center(4)(10) 1975/1998 2013 801,000 520,000 77.6 % Des Moines Area Community College Target
Des Moines, Iowa
4 100% Superstition Springs Power Center(10) 1990/2002 - 206,000 53,000 95.9 % Best Buy, Burlington —
Mesa, Arizona
5 100% The Marketplace at Flagstaff(6)(10) 2007/— - 268,000 147,000 100.0 % — Home Depot
Flagstaff, Arizona
5 Total Community/Power Shopping Centers 1,833,000 1,278,000 85.9 %
49 Total before Other Assets 44,655,000 23,285,000
OTHER ASSETS:
100% Various(10)(12) - - 348,000 265,000 — — Kohl's
50% Scottsdale Fashion Square-Office(11) 1984/2002 2016 127,000 — — — —
Scottsdale, Arizona
50% Tysons Corner Center-Office(11) 1999/2005 2012 174,000 — — — —
Tysons Corner, Virginia
50% Hyatt Regency Tysons Corner Center(11) 2015 2015 290,000 — — — —
Tysons Corner, Virginia
50% VITA Tysons Corner Center(11) 2015 2015 510,000 — — — —
Tysons Corner, Virginia
50% Tysons Tower(11) 2014 2014 529,000 — — — —
Tysons Corner, Virginia
OTHER ASSETS UNDER DEVELOPMENT:
25% One Westside(11)(13) 1985/1998 Ongoing 680,000 — — — —
Los Angeles, California
5% Paradise Valley Mall(11)(14) 1979/2002 Ongoing 303,000 — — JCPenney Costco
Phoenix, Arizona
Total Other Assets 2,961,000 265,000
Grand Total 47,616,000 23,550,000
31
________________________
(1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company's economic interest in the listed properties because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company's actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company's joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. See “Item 1A.—Risks Related to Our Organizational Structure—Outside partners in Joint Venture Centers result in additional risks to our stockholders.”
(2) The Company owned or had an ownership interest in 44 regional town centers, five community/power shopping centers and office, hotel and residential space adjacent to these shopping centers. With the exception of the eight Centers indicated with footnote (6) in the table above, the underlying land controlled by the Company is owned in fee entirely by the Company or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company. With respect to these eight Centers, portions of the underlying land controlled by the Company are owned by third parties and leased to the Company, or the joint venture property partnership or limited liability company, pursuant to long-term ground leases. Under the terms of a typical ground lease, the Company, or the joint venture property partnership or limited liability company, has an option or right of first refusal to purchase the land. The termination dates of the ground leases range from 2028 to 2098.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2021. “Non-owned Anchors” is space not owned by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) which is occupied by Anchor tenants. “Company-owned Anchors” is space owned (or leased) by the Company (or, in the case of Joint Venture Centers, by the joint venture property partnership or limited liability company) and leased (or subleased) to Anchor.
(4) These Centers have vacant Anchor locations. The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding four of these vacant Anchors.
(5) Scheels All Sports has announced plans to expand and build a two-level 222,000 square foot store at Chandler Fashion Center utilizing the vacant 144,000 square foot location formerly occupied by Nordstrom. The store is anticipated to open in fall 2023.
(6) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
(7) Primark has announced plans to open two new two-level stores at Green Acres Mall and Tysons Corner Center.
(8) Target has announced plans to open a three-level, 90,000 square foot store at Kings Plaza.
(9) The Center has a vacant former anchor store to be demolished for redevelopment.
(10) Included in Consolidated Centers.
(11) Included in Unconsolidated Joint Venture Centers.
(12) The Company owns an office building and four stores located at shopping centers not owned by the Company. Of the four stores, one has been leased to Kohl's and three have been leased for non-Anchor uses. With respect to the office building and two of the four stores, the underlying land is owned in fee entirely by the Company. With respect to the remaining two stores, the underlying land is owned by third parties and leased to the Company pursuant to long-term building or ground leases. Under the terms of a typical building or ground lease, the Company pays rent for the use of the building or land and is generally responsible for all costs and expenses associated with the building and improvements. In some cases, the Company has an option or right of first refusal to purchase the land. The two ground leases terminate in years 2026 and 2027.
(13) One Westside, formerly known as Westside Pavilion, was a regional town center that closed in January 2019. This property is under redevelopment into 584,000 square feet of creative office leased entirely to Google, along with 96,000 square feet of existing entertainment and retail space.
(14) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional town center Paradise Valley Mall into a mixed-used development with high-end grocery, restaurants, multi-family residences, offices, retail shops and other elements on the 92-acre site. The existing Costco and JCPenney stores remain open, while all of the other stores at the property have closed.
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Mortgage Debt
The following table sets forth certain information regarding the mortgages encumbering the Centers, including those Centers in which the Company has less than a 100% interest. The information set forth below is as of December 31, 2021 (dollars in thousands):
Property Pledged as Collateral Fixed or
Floating Carrying
Amount(1) Effective Interest
Rate(2) Annual
Debt
Service(3) Maturity
Date(4) Balance
Due on
Maturity Earliest Date
Notes Can Be
Defeased or
Be Prepaid
Consolidated Centers:
Chandler Fashion Center(5) Fixed $ 255,548 4.18 % $ 10,496 7/5/24 $ 256,000 Any Time
Danbury Fair Mall Fixed 168,037 5.71 % 18,451 7/1/22 163,677 Any Time
Fashion District Philadelphia Floating 194,602 4.00 % 7,784 1/22/24 184,602 Any Time
Fashion Outlets of Chicago Fixed 299,274 4.61 % 13,740 2/1/31 300,000 Any Time
Fashion Outlets of Niagara Falls USA Fixed 95,329 6.45 % 8,719 10/6/23 91,135 Any Time
Freehold Raceway Mall(5) Fixed 398,711 3.94 % 15,600 11/1/29 386,013 11/1/22
Fresno Fashion Fair Fixed 324,056 3.67 % 11,658 11/1/26 325,000 Any Time
Green Acres Commons(6) Floating 124,875 3.12 % 3,571 3/29/23 125,320 Any Time
Green Acres Mall(7) Fixed 246,061 3.94 % 17,366 2/3/23 236,628 Any Time
Kings Plaza Shopping Center Fixed 535,928 3.71 % 19,543 1/1/30 540,000 2/1/2023
Oaks, The Fixed 176,721 4.14 % 12,772 6/5/22 174,433 Any Time
Pacific View Fixed 111,481 4.08 % 8,021 4/1/22 110,597 Any Time
Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time
Santa Monica Place(8) Floating 299,314 1.84 % 4,755 12/9/22 300,000 Any Time
SanTan Village Regional Center Fixed 219,323 4.34 % 9,460 7/1/29 220,000 7/1/2023
Towne Mall Fixed 19,320 4.48 % 1,404 11/1/22 18,886 Any Time
Victor Valley, Mall of Fixed 114,850 4.00 % 4,560 9/1/24 115,000 Any Time
Vintage Faire Mall Fixed 240,124 3.55 % 15,069 3/6/26 211,507 Any Time
$ 4,423,554
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Property Pledged as Collateral Fixed or
Floating Carrying
Amount(1) Effective Interest
Rate(2) Annual
Debt
Service(3) Maturity
Date(4) Balance
Due on
Maturity Earliest Date
Notes Can Be
Defeased or
Be Prepaid
Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share):
Arrowhead Towne Center(60%) Fixed $ 240,000 4.05 % $ 13,147 2/1/28 $ 212,555 2/1/22
Atlas Park, The Shops at(50%)(9) Floating 31,525 4.92 % 1,398 11/9/26 32,500 Any Time
Boulevard Shops(50%)(10) Floating 11,428 2.28 % 225 12/5/23 11,500 Any Time
Broadway Plaza(50%) Fixed 224,568 4.19 % 12,230 4/1/30 189,724 4/1/22
Corte Madera, The Village at(50.1%) Fixed 112,465 3.53 % 4,478 9/1/28 98,753 Any Time
Country Club Plaza(50%) Fixed 151,833 3.88 % 9,001 4/1/26 137,525 Any Time
Deptford Mall(51%) Fixed 85,251 3.55 % 5,795 4/3/23 81,750 Any Time
FlatIron Crossing(51%)(11) Fixed 100,476 4.38 % 6,585 2/4/22 100,270 Any Time
Kierland Commons(50%) Fixed 102,350 3.98 % 6,407 4/1/27 88,724 Any Time
Lakewood Center(60%) Fixed 206,434 4.15 % 13,144 6/1/26 185,306 Any Time
Los Cerritos Center(60%) Fixed 314,546 4.00 % 18,046 11/1/27 278,711 Any Time
One Westside(25%)(12) Floating 59,646 2.13 % 1,086 12/18/24 60,349 Any Time
Paradise Valley(5%) Fixed 3,116 5.00 % 156 9/29/24 3,116 Any Time
Scottsdale Fashion Square(50%) Fixed 210,021 3.02 % 13,281 4/3/23 201,331 Any Time
South Plains Mall(60%) Fixed 120,000 4.22 % 5,065 11/6/25 120,000 Any Time
Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time
Tysons Corner Center(50%) Fixed 353,963 4.13 % 24,643 1/1/24 333,233 Any Time
Tysons Tower(50%) Fixed 94,506 3.38 % 3,164 10/11/29 95,000 Any Time
Tysons Vita(50%) Fixed 44,475 3.43 % 1,485 12/1/30 45,000 1/1/24
Washington Square(60%) Fixed 316,881 3.65 % 18,115 11/1/22 311,348 Any Time
West Acres - Development(19%) Fixed 430 3.72 % 16 10/10/29 436 Any Time
West Acres(19%) Fixed 13,432 4.61 % 1,025 3/1/32 8,256 Any Time
$ 2,873,846
_______________________________________________________________________________
(1) The mortgage notes payable balances include the unamortized debt premiums (discounts). Debt premiums (discounts) represent the excess (deficiency) of the fair value of debt over (under) the principal value of debt assumed in various acquisitions. The debt premiums (discounts) are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.
The debt premiums (discounts) as of December 31, 2021 consisted of the following:
Property Pledged as Collateral
Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share):
Deptford Mall $ 194
Lakewood Center (6,249)
$ (6,055)
The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs at December 31, 2021 were $11.9 million for Consolidated Centers and $4.2 million for Unconsolidated Joint Venture Centers (at the Company's pro rata share).
(2) The interest rate disclosed represents the effective interest rate, including the debt premiums (discounts) and deferred finance costs.
(3) The annual debt service represents the annual payment of principal and interest.
(4) The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.
(5) A 49.9% interest in the loan has been assumed by a third party in connection with a financing arrangement.
(6) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023. The interest rate is LIBOR plus 2.75% and the Company repaid $4.7 million of the outstanding loan balance at closing.
(7) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also included a one-year extension option to February 3, 2023 which has been exercised. The interest rate remained unchanged, and the Company repaid $9 million of the outstanding loan balance at closing.
34
(8) The loan bears interest at LIBOR plus 1.48%. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 4.0% during the period ending December 9, 2022.
(9) On October 26, 2021, the Company’s joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $65 million loan that bears interest at a floating rate of LIBOR plus 4.15% and matures on November 9, 2026, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents LIBOR from exceeding 3.0% through November 7, 2023.
(10) The loan bears interest at LIBOR plus 1.85% and matures on December 5, 2023.
(11) On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197 million loan on the property with a new $175 million loan that bears interest at SOFR plus 3.45% and matures on February 9, 2027, including extension options. The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024.
(12) On December 18, 2019, the Company’s joint venture in One Westside placed a construction loan on the property that allows for borrowing of up to $414.6 million, bears interest at LIBOR plus 1.70%, which can be reduced to LIBOR plus 1.50% upon the completion of certain conditions, and matures on December 18, 2024.
ITEM 3. LEGAL PROCEEDINGS
None of the Company, the Operating Partnership, the Management Companies or their respective affiliates is currently involved in any material legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II