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, 2023.
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 2023 1,402,000 683,000 97.8 % Dillard's, Macy's, Scheels All Sports —
Chandler, Arizona
2 100% Danbury Fair Mall(4) 1986/2005 2016 1,275,000 593,000 99.3 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target(5)
Danbury, Connecticut
3 100% Desert Sky Mall 1981/2002 2007 738,000 271,000 96.7 % Burlington, Dillard's La Curacao, Mercado de los Cielos
Phoenix, Arizona
4 100% Eastland Mall(6) 1978/1998 1996 1,017,000 528,000 93.1 % Dillard's, Macy's JCPenney
Evansville, Indiana
5 100% Fashion District Philadelphia 1977/2014 2019 802,000 575,000 80.9 % — Burlington, Primark, Shoppers World
Philadelphia, Pennsylvania
6 100% Fashion Outlets of Chicago 2013/— - 530,000 529,000 98.2 % — —
Rosemont, Illinois
7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 674,000 674,000 83.4 % — —
Niagara Falls, New York
8 100% Freehold Raceway Mall(4) 1990/2005 2007 1,546,000 857,000 95.1 % JCPenney, Macy's Dick's Sporting Goods, Primark
Freehold, New Jersey
9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 98.2 % Macy's Forever 21, JCPenney, Macy's
Fresno, California
10 100% Green Acres Mall(4)(6)(7) 1956/2013 2016 2,058,000 952,000 97.7 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Shoppers World, Walmart
Valley Stream, New York
11 100% Inland Center 1966/2004 2016 671,000 270,000 95.9 % Macy's Forever 21, JCPenney
San Bernardino, California
12 100% Kings Plaza Shopping Center(6) 1971/2012 2018 1,146,000 445,000 99.1 % Macy's Burlington, Lowe's, Primark, Target
Brooklyn, New York
13 100% La Cumbre Plaza(6) 1967/2004 1989 323,000 173,000 92.5 % Macy's —
Santa Barbara, California
14 100% NorthPark Mall(4) 1973/1998 2001 934,000 399,000 82.0 % Dillard's, JCPenney, Von Maur —
Davenport, Iowa
15 100% Oaks, The 1978/2002 2017 1,207,000 605,000 90.0 % JCPenney, Macy's (two) Dick's Sporting Goods, Nordstrom
Thousand Oaks, California
16 100% Pacific View 1965/1996 2001 886,000 401,000 81.0 % JCPenney, Target Macy's
Ventura, California
17 100% Queens Center(6) 1973/1995 2004 968,000 412,000 98.9 % JCPenney, Macy's —
Queens, New York
18 100% Santa Monica Place(4) 1980/1999 Ongoing 534,000 358,000 85.8 % — Nordstrom
Santa Monica, California
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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)
19 84.9% SanTan Village Regional Center 2007/— 2018 1,203,000 795,000 96.5 % Dillard's, Macy's Dick's Sporting Goods
Gilbert, Arizona
20 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 72.6 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney
Moline, Illinois
21 100% Stonewood Center(4)(6) 1953/1997 1991 927,000 356,000 95.8 % — JCPenney, Kohl's, Macy's
Downey, California
22 100% Superstition Springs Center(4) 1990/2002 2002 955,000 384,000 89.4 % Dillard's, JCPenney, Macy's —
Mesa, Arizona
23 100% Valley Mall 1978/1998 1992 506,000 191,000 88.4 % Target Belk, Dick's Sporting Goods, JCPenney
Harrisonburg, Virginia
24 100% Valley River Center 1969/2006 2007 814,000 415,000 96.3 % Macy's JCPenney
Eugene, Oregon
25 100% Victor Valley, Mall of(4) 1986/2004 2012 578,000 259,000 99.1 % Macy's Dick's Sporting Goods, JCPenney
Victorville, California
26 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Macy's
Modesto, California
27 100% Wilton Mall(4) 1990/2005 2020 741,000 422,000 95.9 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods
Saratoga Springs, New York
Total Consolidated Centers 25,127,000 12,728,000 93.6 %
UNCONSOLIDATED JOINT VENTURE CENTERS:
28 60% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.6 % Dillard's, JCPenney, Macy's Dick's Sporting Goods
Glendale, Arizona
29 50% Biltmore Fashion Park 1963/2003 2020 611,000 306,000 93.1 % — Macy's, Saks Fifth Avenue
Phoenix, Arizona
30 50% Broadway Plaza(4) 1951/1985 2016 996,000 451,000 95.3 % Macy's Nordstrom
Walnut Creek, California
31 50.1% Corte Madera, The Village at 1985/1998 2020 502,000 265,000 96.4 % Macy's, Nordstrom —
Corte Madera, California
32 50% Country Club Plaza 1922/2016 2015 971,000 971,000 83.7 % — —
Kansas City, Missouri
33 51% Deptford Mall 1975/2006 2020 1,016,000 444,000 95.9 % JCPenney, Macy's Boscov's, Dick's Sporting Goods
Deptford, New Jersey
34 51% FlatIron Crossing(4) 2000/2002 2009 1,393,000 694,000 93.7 % Dillard's, Macy's Dick's Sporting Goods, Forever 21
Broomfield, Colorado
35 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.1 % — —
Phoenix, Arizona
36 60% Lakewood Center 1953/1975 2008 2,050,000 985,000 96.0 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target
Lakewood, California
37 60% Los Cerritos Center(7) 1971/1999 2016 1,011,000 536,000 96.7 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21
Cerritos, California
38 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,871,000 910,000 92.8 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom
Scottsdale, Arizona
39 60% South Plains Mall(4) 1972/1998 2017 1,243,000 494,000 91.1 % Home Depot Dillard's (two)(8), JCPenney
Lubbock, Texas
40 51% Twenty Ninth Street(6) 1963/1979 2007 694,000 553,000 94.3 % — Home Depot
Boulder, Colorado
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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)
41 50% Tysons Corner Center(7) 1968/2005 2014 1,848,000 1,108,000 97.3 % — Bloomingdale's, Macy's, Nordstrom, Primark(9)
Tysons Corner, Virginia
42 60% Washington Square(7) 1974/1999 2005 1,301,000 578,000 97.0 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom
Portland, Oregon
43 19% West Acres 1972/1986 2001 692,000 426,000 94.7 % Macy's JCPenney
Fargo, North Dakota
Total Unconsolidated Joint Ventures 17,715,000 9,631,000 93.5 %
43 Total Regional Town Centers 42,842,000 22,359,000 93.5 %
COMMUNITY/POWER SHOPPING CENTERS
1 50% Atlas Park, The Shops at(10) 2006/2011 2013 373,000 373,000 94.2 % — —
Queens, New York
2 50% Boulevard Shops(10) 2001/2002 2004 205,000 205,000 95.3 % — —
Chandler, Arizona
3 100% Southridge Center(4)(11) 1975/1998 2013 801,000 519,000 73.3 % Des Moines Area Community College Target
Des Moines, Iowa
3 Total Community/Power Shopping Centers 1,379,000 1,097,000 84.5 %
46 Total before Other Assets 44,221,000 23,456,000
OTHER ASSETS:
100% Various(11)(12) - - 267,000 184,000 — — Kohl's
50% Scottsdale Fashion Square-Office(10) 1984/2002 2016 123,000 — — — —
Scottsdale, Arizona
50% Tysons Corner Center-Office(10) 1999/2005 2012 170,000 — — — —
Tysons Corner, Virginia
50% Hyatt Regency Tysons Corner Center(10) 2015 2015 290,000 — — — —
Tysons Corner, Virginia
50% VITA Tysons Corner Center(10) 2015 2015 398,000 — — — —
Tysons Corner, Virginia
50% Tysons Tower(10) 2014 2014 539,000 — — — —
Tysons Corner, Virginia
OTHER ASSETS UNDER DEVELOPMENT:
5% Paradise Valley Mall(10)(13) 1979/2002 Ongoing 303,000 — — JCPenney, Costco —
Phoenix, Arizona
Total Other Assets 2,090,000 184,000
Grand Total 46,311,000 23,640,000
________________________
(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.”
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(2) The Company owned or had an ownership interest in 43 Regional Town Centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property. With the exception of the seven 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 seven 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. The termination dates of the ground leases range from 2038 to 2078.
(3) Total GLA includes GLA attributable to Anchors (whether owned or non-owned) and Mall and Freestanding Stores as of December 31, 2023. “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 that are owned by the Company or its joint venture. 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 three of these vacant Anchors.
(5) Target has announced plans to open a two-level, 126,000 square foot store at Danbury Fair Mall.
(6) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
(7) The Center has a vacant former anchor store that is owned by the Company or its joint venture, which is to be demolished for redevelopment.
(8) Dillard's owns and is currently redeveloping the former Sears parcel at South Plains Mall. They plan to open this store in fall 2024 and vacate their two existing stores at the property.
(9) Primark has announced plans to open a new two-level store at Tysons Corner Center.
(10) Included in Unconsolidated Joint Venture Centers.
(11) Included in Consolidated Centers.
(12) The Company owns an office building and three stores located at shopping centers not owned by the Company. Of the three stores, one has been leased to Kohl's and two have been leased for non-Anchor uses. With respect to the office building and one of the three 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 2027 and 2028.
(13) 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, 2023 (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 $ 255,924 4.18 % $ 10,496 7/5/24 $ 256,000 Any Time
Danbury Fair Mall(6) Fixed 122,502 8.51 % 21,272 7/1/24 107,124 Any Time
Fashion District Philadelphia(7) Floating 70,820 9.50 % 6,333 1/22/24 68,320 Any Time
Fashion Outlets of Chicago Fixed 299,375 4.61 % 13,740 2/1/31 300,000 Any Time
Fashion Outlets of Niagara Falls USA(8) Fixed 86,470 6.45 % 8,719 10/6/23 86,470 Any Time
Freehold Raceway Mall Fixed 399,044 3.94 % 15,600 11/1/29 386,013 Any Time
Fresno Fashion Fair Fixed 324,453 3.67 % 11,658 11/1/26 325,000 Any Time
Green Acres Mall(9) Fixed 359,264 6.62 % 21,826 1/6/28 370,000 8/17/2025
Kings Plaza Shopping Center Fixed 536,956 3.71 % 19,543 1/1/30 540,000 Any Time
Oaks, The(10) Fixed 151,496 5.74 % 12,456 6/5/24 149,947 Any Time
Pacific View Fixed 70,976 5.45 % 3,936 5/6/32 62,877 11/23/2024
Queens Center Fixed 600,000 3.49 % 20,922 1/1/25 600,000 Any Time
Santa Monica Place(11) Floating 297,474 7.32 % 20,649 12/9/25 300,000 Any Time
SanTan Village Regional Center Fixed 219,506 4.34 % 9,460 7/1/29 220,000 Any Time
Victor Valley, Mall of Fixed 114,966 4.00 % 4,560 9/1/24 115,000 Any Time
Vintage Faire Mall Fixed 226,910 3.55 % 15,069 3/6/26 211,507 Any Time
$ 4,136,136
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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 $ 232,187 4.05 % $ 13,833 2/1/28 $ 212,555 Any Time
Atlas Park, The Shops at(50%)(12) Floating 32,210 10.24 % 3,128 11/9/26 32,500 Any Time
Boulevard Shops(50%)(13) Floating 11,500 7.41 % 843 3/4/24 11,500 Any Time
Broadway Plaza(50%) Fixed 218,183 4.19 % 13,172 4/1/30 189,724 Any Time
Corte Madera, The Village at(50.1%) Fixed 109,642 3.53 % 6,074 9/1/28 98,753 Any Time
Country Club Plaza(50%)(14) Fixed 147,628 3.88 % 9,001 4/1/26 137,525 Any Time
Deptford Mall(51%) Fixed 74,031 3.98 % 5,795 4/3/26 67,503 Any Time
FlatIron Crossing(51%)(15)(16) Fixed 88,455 8.55 % 6,874 2/9/25 89,250 Any Time
Kierland Commons(50%) Fixed 97,492 3.98 % 6,407 4/1/27 88,724 Any Time
Lakewood Center(60%) Fixed 197,389 4.15 % 13,144 6/1/26 185,306 Any Time
Los Cerritos Center(60%) Fixed 303,188 4.00 % 18,046 11/1/27 278,711 Any Time
Paradise Valley I(5%) Fixed 1,307 5.00 % 65 9/29/24 1,307 Any Time
Paradise Valley II(5%) Fixed 1,025 6.95 % 71 7/1/2026 1,025 Any Time
Paradise Valley Retail(5%) Floating 221 8.35 % 18 2/3/2027 221 Any Time
Paradise Valley Residential(2.5%) Floating 999 8.10 % 81 2/3/2028 999 Any Time
Scottsdale Fashion Square(50%)(17) Fixed 348,983 6.28 % 22,052 3/6/28 350,000 8/4/2025
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%)(18) Fixed 349,980 6.89 % 23,758 12/6/28 355,000 12/7/2026
Tysons Tower(50%) Fixed 94,635 3.38 % 3,164 10/11/29 95,000 Any Time
Tysons Vita(50%) Fixed 44,607 3.43 % 1,485 12/1/30 45,000 Any Time
Washington Square(60%)(15)(19) Fixed 291,218 8.18 % 23,423 11/1/26 286,785 Any Time
West Acres - Development(19%) Fixed 680 3.72 % 25 10/10/29 680 Any Time
West Acres(19%) Fixed 12,600 4.61 % 1,025 3/1/32 8,256 Any Time
$ 2,854,660
_______________________________________________________________________________
(1) The mortgage notes payable balances include the unamortized debt discounts. Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions. The debt 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 discounts as of December 31, 2023 consisted of the following:
Property Pledged as Collateral
Unconsolidated Joint Venture Centers (at the Company's Pro Rata Share):
Lakewood Center (3,416)
$ (3,416)
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, 2023 were $21.1 million for Consolidated Centers and $10.6 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 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 January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million loan that bears interest at a fixed rate of 6.39%, is interest only during the majority of the loan term and matures on February 6, 2034.
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(7) On January 20, 2023, the Company repaid $26.1 million of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024. The interest rate was SOFR plus 3.60%. On January 22, 2024, the Company repaid the majority of the loan balance. The remaining $8.2 million matures on April 21, 2024.
(8) Effective October 6, 2023, the loan is in default. The Company is in negotiations with the lender on the terms of this non-recourse loan.
(9) On January 3, 2023, the Company closed on a five-year $370.0 million combined refinance of Green Acres Mall and Green Acres Commons. The new interest only loan bears interest at a fixed rate of 5.90% and matures on January 6, 2028.
(10) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25%. The Company repaid $5.0 million of the outstanding loan balance at closing. On June 5, 2023, the Company repaid $10,000 of the outstanding loan balance.
(11) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options. The interest rate remained unchanged at LIBOR plus 1.48%, and has converted to 1-month Term SOFR plus 1.52% effective July 9, 2023. The loan is covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0% during the period ending December 9, 2023. The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023 and has since been extended with a 4% strike rate to December 9, 2024.
(12) This loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 5.76% through November 7, 2024.
(13) On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term and matures on December 5, 2028. The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%.
(14) Effective May 9, 2023, the loan is in default. The Company's joint venture is in negotiations with the lender on the terms of this non-recourse loan.
(15) This loan requires an interest rate cap agreement to be in place at all times, which limits how high the prevailing floating rate index (i.e. SOFR) for the loan can rise. As of the date of this report, SOFR for this loan exceeded the strike interest rate within the required interest rate cap agreement and as a result, the loan is considered fixed rate debt.
(16) The loan bears interest at SOFR plus 3.70%, and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through February 15, 2024. The interest rate cap agreement has since been extended with a strike rate of 5.0% to February 9, 2025.
(17) On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $403.9 million mortgage loan on the property with a new $700.0 million loan that bears interest at a fixed rate of 6.21%, is interest only during the entire loan term and matures on March 6, 2028.
(18) On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $666.5 million mortgage loan on the property with a new $710.0 million loan that bears interest at a fixed rate of 6.60%, is interest only during the entire loan term and matures on December 6, 2028.
(19) The loan bears interest at SOFR plus 4.0% and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0% through November 1, 2024. On November 1, 2023, the Company's joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the outstanding loan balance.
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