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, 2024.
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:
1 100% Arrowhead Towne Center 1993/2002 2015 1,078,000 472,000 99.1 % Dillard's, JCPenney, Macy's Dick's Sporting Goods
Glendale, Arizona
2 100% Danbury Fair Mall(4) 1986/2005 2016 1,272,000 590,000 96.6 % JCPenney, Macy's Dick's Sporting Goods, Primark, Target
Danbury, Connecticut
3 100% Desert Sky Mall 1981/2002 2007 737,000 271,000 95.8 % Burlington, Dillard's La Curacao, Mercado de los Cielos
Phoenix, Arizona
4 100% Eastland Mall(5) 1978/1998 1996 1,017,000 528,000 90.0 % Dillard's, Macy's JCPenney
Evansville, Indiana
5 100% Fashion District Philadelphia(4) 1977/2014 2019 802,000 574,000 79.4 % — Burlington, Primark
Philadelphia, Pennsylvania
6 100% Fashion Outlets of Chicago 2013/— - 529,000 529,000 99.9 % — —
Rosemont, Illinois
7 100% Fashion Outlets of Niagara Falls USA 1982/2011 2014 672,000 672,000 82.1 % — —
Niagara Falls, New York
8 100% Freehold Raceway Mall 1990/2005 2007 1,537,000 849,000 94.0 % JCPenney, Macy's Dick's Sporting Goods, Manor House, Primark
Freehold, New Jersey
9 100% Fresno Fashion Fair 1970/1996 2006 974,000 419,000 96.0 % Macy's Forever 21, JCPenney, Macy's
Fresno, California
10 100% Green Acres Mall(4)(5)(6) 1956/2013 Ongoing 2,058,000 956,000 96.5 % — BJ's Wholesale Club, Dick's Sporting Goods, Macy's (two), Primark, Walmart
Valley Stream, New York
11 100% Inland Center 1966/2004 2016 670,000 270,000 95.4 % Macy's Forever 21, JCPenney
San Bernardino, California
12 100% Kings Plaza Shopping Center(5) 1971/2012 2018 1,145,000 444,000 98.7 % Macy's Burlington, Lowe's, Primark, Target
Brooklyn, New York
13 100% La Cumbre Plaza(5) 1967/2004 1989 325,000 175,000 94.8 % Macy's —
Santa Barbara, California
14 100% Lakewood Center 1953/1975 2008 2,048,000 983,000 92.6 % — Costco, Forever 21, Home Depot, JCPenney, Macy's, Target
Lakewood, California
15 100% Los Cerritos Center(6) 1971/1999 2016 1,012,000 537,000 95.2 % Macy's, Nordstrom Dick's Sporting Goods, Forever 21
Cerritos, California
16 100% NorthPark Mall(4) 1973/1998 2001 855,000 320,000 95.9 % Dillard's, JCPenney, Von Maur —
Davenport, Iowa
17 100% Pacific View 1965/1996 2001 884,000 400,000 80.0 % JCPenney, Target Macy's
Ventura, 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)
18 100% Queens Center(5) 1973/1995 2004 967,000 410,000 99.5 % JCPenney, Macy's —
Queens, New York
19 100% Santa Monica Place(4) 1980/1999 Ongoing 533,000 357,000 84.0 % — Nordstrom
Santa Monica, California
20 84.9% SanTan Village Regional Center 2007/— 2018 1,200,000 793,000 96.8 % Dillard's, Macy's Dick's Sporting Goods
Gilbert, Arizona
21 100% South Plains Mall(4) 1972/1998 2017 1,315,000 493,000 91.7 % Dillard's, Home Depot JCPenney
Lubbock, Texas
22 100% SouthPark Mall(4) 1974/1998 2015 802,000 290,000 64.8 % Dillard's, Von Maur Dick's Sporting Goods, JCPenney
Moline, Illinois
23 100% Stonewood Center(4)(5) 1953/1997 1991 926,000 355,000 94.6 % — JCPenney, Kohl's, Macy's
Downey, California
24 100% Superstition Springs Center(4) 1990/2002 2002 954,000 382,000 87.7 % Dillard's, JCPenney, Macy's —
Mesa, Arizona
25 100% Valley Mall 1978/1998 1992 507,000 192,000 89.5 % Target Belk, Dick's Sporting Goods, JCPenney
Harrisonburg, Virginia
26 100% Valley River Center 1969/2006 2007 814,000 414,000 96.6 % Macy's JCPenney
Eugene, Oregon
27 100% Victor Valley, Mall of(4) 1986/2004 2012 577,000 258,000 98.9 % Macy's Dick's Sporting Goods, JCPenney
Victorville, California
28 100% Vintage Faire Mall 1977/1996 2020 916,000 472,000 98.1 % Macy's Dick's Sporting Goods, JCPenney, Macy's
Modesto, California
29 100% Washington Square(6) 1974/1999 2005 1,300,000 577,000 97.1 % Macy's Dick's Sporting Goods, JCPenney, Nordstrom
Portland, Oregon
30 100% Wilton Mall(4) 1990/2005 2020 740,000 421,000 95.2 % JCPenney, BJ's Wholesale Club Dick's Sporting Goods
Saratoga Springs, New York
Total Consolidated Centers 29,166,000 14,403,000 93.7 %
UNCONSOLIDATED JOINT VENTURE CENTERS:
31 50% Broadway Plaza(4)(6) 1951/1985 2016 996,000 451,000 96.0 % Macy's Nordstrom
Walnut Creek, California
32 50.1% Chandler Fashion Center(4) 2001/2002 2023 1,401,000 682,000 97.2 % Dillard's, Macy's, Scheels All Sports —
Chandler, Arizona
33 50.1% Corte Madera, The Village at 1985/1998 2020 501,000 265,000 97.7 % Macy's, Nordstrom —
Corte Madera, California
34 51% Deptford Mall 1975/2006 2020 1,008,000 435,000 97.7 % JCPenney, Macy's Boscov's, Dick's Sporting Goods
Deptford, New Jersey
35 51% FlatIron Crossing(4) 2000/2002 Ongoing 1,390,000 690,000 93.6 % Dillard's, Macy's Dick's Sporting Goods, Forever 21
Broomfield, Colorado
36 50% Kierland Commons 1999/2005 2003 438,000 438,000 98.9 % — —
Phoenix, Arizona
37 50% Scottsdale Fashion Square 1961/2002 Ongoing 1,875,000 915,000 96.7 % Dillard's Dick's Sporting Goods, Macy's, Neiman Marcus, Nordstrom
Scottsdale, Arizona
38 51% Twenty Ninth Street(5) 1963/1979 2007 683,000 541,000 95.3 % — Home Depot
Boulder, Colorado
39 50% Tysons Corner Center(6) 1968/2005 2014 1,846,000 1,106,000 96.2 % — Bloomingdale's, Macy's, Nordstrom, Primark
Tysons Corner, Virginia
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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)
40 19% West Acres 1972/1986 2001 673,000 408,000 98.0 % Macy's JCPenney
Fargo, North Dakota
Total Unconsolidated Joint Ventures 10,811,000 5,931,000 95.0 %
40 Total Regional Retail Centers 39,977,000 20,334,000 94.1 %
COMMUNITY/POWER SHOPPING CENTERS
1 50% Atlas Park, The Shops at(7) 2006/2011 2013 374,000 374,000 96.6 % — —
Queens, New York
2 50% Boulevard Shops(7) 2001/2002 2004 205,000 205,000 97.7 % — —
Chandler, Arizona
2 Total Community/Power Shopping Centers 579,000 579,000 97.0 %
42 Total before Other Assets 40,556,000 20,913,000
OTHER ASSETS:
100% Various(8)(9) - - 191,000 109,000 — — Kohl's
50% Scottsdale Fashion Square-Office(7) 1984/2002 2016 123,000 — — — —
Scottsdale, Arizona
50% Scottsdale Fashion Square-Caesar's Republic Hotel(7) 2024 2024 245,000 — — — —
Scottsdale, Arizona
50% Tysons Corner Center-Office(7) 1999/2005 2012 171,000 — — — —
Tysons Corner, Virginia
50% Hyatt Regency Tysons Corner Center(7) 2015 2015 290,000 — — — —
Tysons Corner, Virginia
50% VITA Tysons Corner Center(7) 2015 2015 399,000 — — — —
Tysons Corner, Virginia
50% Tysons Tower(7) 2014 2014 547,000 — — — —
Tysons Corner, Virginia
OTHER ASSETS UNDER DEVELOPMENT:
5% Paradise Valley Mall(7)(10) 1979/2002 Ongoing 356,000 53,000 — Costco JCPenney
Phoenix, Arizona
Total Other Assets 2,322,000 162,000
Grand Total 42,878,000 21,075,000
________________________
(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.”
(2) The Company owned or had an ownership interest in 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property. With the exception of the seven Centers indicated with footnote (5) 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, 2024. “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.
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(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 two of these vacant Anchors.
(5) Portions of the land on which the Center is situated are subject to one or more long-term ground leases.
(6) 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.
(7) Included in Unconsolidated Joint Venture Centers.
(8) Included in Consolidated Centers.
(9) The Company owns an office building and two stores located at shopping centers not owned by the Company. Of the two stores, one has been leased to Kohl's and one has been leased for non-Anchor use. With respect to the office building, the underlying land is owned in fee entirely by the Company. With respect to the 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.
(10) Construction started in summer 2021 on the first phase of a multi-phase, multi-year project to convert the former regional retail 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 first phase began opening in the fourth quarter of 2024. The existing Costco and JCPenney stores currently remain open and have been open during the entire construction period.
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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, 2024 (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:
Arrowhead Towne Center(5) Fixed $ 351,905 6.75 % 23,055 2/1/28 354,259 Any Time
Danbury Fair Mall(6) Fixed 152,149 6.59 % 10,036 2/6/34 144,667 6/7/2026
Fashion Outlets of Chicago Fixed 299,465 4.61 % 13,740 2/1/31 300,000 Any Time
Fashion Outlets of Niagara Falls USA(7) Fixed 80,775 6.52 % 8,719 10/6/26 74,862 Any Time
Freehold Raceway Mall Fixed 399,210 3.94 % 15,600 11/1/29 386,013 Any Time
Fresno Fashion Fair Fixed 324,652 3.67 % 11,658 11/1/26 325,000 Any Time
Green Acres Mall(8) Fixed 361,948 6.62 % 21,826 1/6/28 370,000 8/17/2025
Kings Plaza Shopping Center Fixed 537,471 3.71 % 19,543 1/1/30 540,000 Any Time
Lakewood Center(9) Fixed 304,557 8.00 % 21,907 6/1/26 308,844 Any Time
Los Cerritos Center(10) Fixed 472,745 5.77 % 30,077 11/1/27 464,519 Any Time
Pacific View Fixed 70,560 5.45 % 4,792 5/6/32 62,877 Any Time
Queens Center(11) Fixed 522,945 5.45 % 28,193 11/6/29 525,000 11/5/2027
Santa Monica Place(12) Floating 298,791 6.35 % 17,757 12/9/24 300,000 Any Time
SanTan Village Regional Center Fixed 219,595 4.34 % 9,460 7/1/29 220,000 Any Time
South Plains Mall(13) Fixed 193,870 7.97 % 8,441 11/6/25 200,000 Any Time
Victor Valley, Mall of(14) Fixed 83,928 6.85 % 5,715 9/6/34 85,000 11/21/2026
Vintage Faire Mall Fixed 219,959 3.55 % 15,069 3/6/26 211,507 Any Time
$ 4,894,525
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):
Atlas Park, The Shops at(50%) Floating $ 32,431 9.49 % 2,843 11/9/26 32,500 Any Time
Boulevard Shops(50%)(15) Floating 11,814 7.37 % 838 12/5/28 12,000 Any Time
Broadway Plaza(50%) Fixed 214,120 4.19 % 13,172 4/1/30 189,724 Any Time
Chandler Fashion Center(50.1%)(16) Fixed 137,189 7.15 % 9,727 7/1/29 137,775 7/5/2025
Corte Madera, The Village at(50.1%) Fixed 107,415 3.53 % 6,074 9/1/28 98,753 Any Time
Deptford Mall(51%) Fixed 71,199 3.98 % 5,795 4/3/26 67,503 Any Time
FlatIron Crossing(51%)(17) Floating 86,407 9.14 % 7,176 2/9/25 86,467 Any Time
Kierland Commons(50%) Fixed 94,915 3.98 % 6,407 4/1/27 88,724 Any Time
Paradise Valley I(5%) Floating 1,219 8.30 % 101 10/29/26 1,219 Any Time
Paradise Valley II(5%) Fixed 945 6.95 % 66 7/21/26 945 Any Time
Paradise Valley Retail(5%) Floating 736 7.53 % 55 2/3/27 736 Any Time
Scottsdale Fashion Square(50%) Fixed 349,227 6.28 % 22,052 3/6/28 350,000 8/4/2025
Twenty Ninth Street(51%) Fixed 76,500 4.10 % 3,137 2/6/26 76,500 Any Time
Tysons Corner Center(50%) Fixed 351,009 6.89 % 23,758 12/6/28 355,000 5/7/2026
Tysons Tower(50%) Fixed 94,699 3.38 % 3,164 10/11/29 95,000 Any Time
Tysons Vita(50%) Fixed 44,672 3.43 % 1,485 12/1/30 45,000 Any Time
West Acres - Development(19%) Fixed 1,150 3.72 % 42 10/10/29 1,154 Any Time
West Acres(19%) Fixed 12,150 4.61 % 1,025 3/1/32 8,256 Any Time
$ 1,687,797
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_______________________________________________________________________________
(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, 2024 consisted of the following:
Property Pledged as Collateral
Consolidated Centers:
Arrowhead Towne Center $ 27,552
Lakewood Center 19,723
Los Cerritos Center 22,521
South Plains 6,130
$ 75,926
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, 2024 were $22.0 million for Consolidated Centers and $7.1 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 impact of 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) On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
(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.
(7) On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%.
(8) 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.
(9) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Lakewood Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
(10) On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
(11) On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center. The new loan bears interest at a fixed rate of 5.37%, is interest only during the entire loan term and matures November 6, 2029.
(12) 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 was 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. The interest rate cap agreement was extended with a 4% strike rate to December 9, 2024 and was not renewed upon its maturity. Effective April 9, 2024, the loan is in default and accrues incremental default interest of 4%. The Company is in negotiations with the lender on the terms of this non-recourse loan.
(13) On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.
(14) On August 22, 2024, the Company replaced the existing loan with an $85.0 million loan that bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.
(15) 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%.
(16) On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement. Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions). On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256.0 million loan on the
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property with a $275.0 million loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029.
(17) The loan bore interest at SOFR plus 3.70%, and was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through February 15, 2024 and 5.0% through February 9, 2025. On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage has an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage is SOFR plus 2.90% during the extension period.
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