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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Maryland
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34-2019608
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2901 Butterfield Road, Oak Brook, Illinois
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60523
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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Part I - Financial Information
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Page
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Item 1.
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Financial Statements
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Item 2.
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Item 3.
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Item 4.
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Part II - Other Information
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Item 1.
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||
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Item 1A.
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||
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Item 2.
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Item 3.
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||
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Item 4.
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Mine Safety Disclosures
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Item 5.
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||
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Item 6.
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September 30, 2012
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December 31, 2011
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||||
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Assets
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(unaudited)
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||||
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Assets:
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||||
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Investment properties:
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||||
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Land
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$
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1,906,725
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$
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1,938,637
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Building and other improvements
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8,568,539
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8,465,602
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Construction in progress
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312,797
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323,842
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||
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Total
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10,788,061
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10,728,081
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Less accumulated depreciation
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(1,521,180
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)
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(1,301,899
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)
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Net investment properties
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9,266,881
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9,426,182
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Cash and cash equivalents
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330,505
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218,163
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Restricted cash and escrows
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104,069
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98,444
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Investment in marketable securities
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316,534
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289,365
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Investment in unconsolidated entities
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280,886
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316,711
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Accounts and rents receivable (net of allowance of $10,582 and $9,488)
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122,999
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114,615
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Intangible assets, net
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303,864
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326,332
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|
||
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Deferred costs and other assets
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110,685
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129,378
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Total assets
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$
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10,836,423
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$
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10,919,190
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Liabilities and Equity
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||||
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Liabilities:
|
|
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|
||||
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Mortgages, notes and margins payable, net
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$
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6,029,080
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$
|
5,902,712
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|
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Accounts payable and accrued expenses
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150,372
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|
|
105,153
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||
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Distributions payable
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36,847
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|
|
36,216
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|
||
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Intangible liabilities, net
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78,051
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|
|
83,203
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|
||
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Other liabilities
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133,936
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|
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128,592
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||
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Total liabilities
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6,428,286
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6,255,876
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Commitments and contingencies
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Stockholders’ equity:
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||||
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Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding
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0
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0
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||
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Common stock, $.001 par value, 1,460,000,000 shares authorized, 884,315,695 and 869,187,360 shares issued and outstanding
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884
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869
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Additional paid in capital
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7,885,075
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7,775,880
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Accumulated distributions in excess of net loss
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(3,550,117
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)
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(3,155,222
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)
|
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Accumulated other comprehensive income
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72,170
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|
|
41,948
|
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||
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Total Company stockholders’ equity
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4,408,012
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4,663,475
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Noncontrolling interests
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125
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(161
|
)
|
||
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Total equity
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4,408,137
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4,663,314
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Total liabilities and equity
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$
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10,836,423
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$
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10,919,190
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Three Months Ended
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Three Months Ended
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Nine Months Ended
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Nine Months Ended
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||||||||
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September 30, 2012
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September 30, 2011
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September 30, 2012
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September 30, 2011
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||||||||
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(unaudited)
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(unaudited)
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(unaudited)
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(unaudited)
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||||||||
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Income:
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Rental income
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$
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161,235
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$
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151,179
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$
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478,114
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$
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454,965
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Tenant recovery income
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26,189
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22,461
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76,375
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67,904
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||||
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Other property income
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4,114
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4,499
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11,968
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13,836
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||||
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Lodging income
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181,836
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134,336
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514,118
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387,885
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||||
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Total income
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373,374
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312,475
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1,080,575
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924,590
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||||
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Expenses:
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General and administrative expenses
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9,112
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8,923
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27,418
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23,137
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||||
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Property operating expenses
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33,465
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32,769
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96,685
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96,221
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||||
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Lodging operating expenses
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119,287
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86,476
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333,207
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246,124
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|
||||
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Real estate taxes
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24,923
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20,570
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75,282
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65,993
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|
||||
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Depreciation and amortization
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109,068
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102,472
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322,904
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305,306
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|
||||
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Business management fee
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9,989
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10,000
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29,982
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30,000
|
|
||||
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Provision for asset impairment
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39,002
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6,031
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|
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63,520
|
|
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21,165
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|
||||
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Total expenses
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344,846
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267,241
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|
948,998
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|
787,946
|
|
||||
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Operating income
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$
|
28,528
|
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$
|
45,234
|
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$
|
131,577
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$
|
136,644
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Interest and dividend income
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6,130
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6,186
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17,043
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|
17,095
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|
||||
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Other income (loss)
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(486
|
)
|
|
19,483
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|
957
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17,170
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|
||||
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Interest expense
|
(79,702
|
)
|
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(71,047
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)
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(233,274
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)
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(215,594
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)
|
||||
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Equity in earnings (loss) of unconsolidated entities
|
291
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|
(4,573
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)
|
|
2,807
|
|
|
863
|
|
||||
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Gain (impairment/loss) of investment in unconsolidated entities
|
(1,556
|
)
|
|
7,545
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(5,756
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)
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|
7,545
|
|
||||
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Realized gain (loss) and impairment on securities, net
|
4,398
|
|
|
(23,244
|
)
|
|
3,376
|
|
|
(16,353
|
)
|
||||
|
Loss before income taxes
|
$
|
(42,397
|
)
|
|
$
|
(20,416
|
)
|
|
$
|
(83,270
|
)
|
|
$
|
(52,630
|
)
|
|
Income tax expense
|
$
|
(5,147
|
)
|
|
$
|
(1,234
|
)
|
|
$
|
(9,774
|
)
|
|
$
|
(2,172
|
)
|
|
Net loss from continuing operations
|
$
|
(47,544
|
)
|
|
$
|
(21,650
|
)
|
|
$
|
(93,044
|
)
|
|
$
|
(54,802
|
)
|
|
Net income (loss) from discontinued operations
|
$
|
34,627
|
|
|
$
|
(27,302
|
)
|
|
$
|
32,124
|
|
|
$
|
(72,667
|
)
|
|
Net loss
|
$
|
(12,917
|
)
|
|
$
|
(48,952
|
)
|
|
$
|
(60,920
|
)
|
|
$
|
(127,469
|
)
|
|
Less: Net income attributable to noncontrolling interests
|
(4,659
|
)
|
|
(2,725
|
)
|
|
(4,851
|
)
|
|
(6,596
|
)
|
||||
|
Net loss attributable to Company
|
$
|
(17,576
|
)
|
|
$
|
(51,677
|
)
|
|
$
|
(65,771
|
)
|
|
$
|
(134,065
|
)
|
|
Net loss per common share, from continuing operations
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.07
|
)
|
|
Net income (loss) per common share, from discontinued operations
|
$
|
0.04
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.09
|
)
|
|
Net loss per common share, basic and diluted
|
$
|
(0.02
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
Weighted average number of common shares outstanding, basic and diluted
|
881,717,879
|
|
|
861,505,671
|
|
|
877,280,730
|
|
|
855,810,167
|
|
||||
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Unrealized gain (loss) on investment securities
|
7,173
|
|
|
(48,099
|
)
|
|
32,672
|
|
|
(49,454
|
)
|
||||
|
Reversal of unrealized (gain) loss to realized gain (loss) and impairment on securities
|
(4,398
|
)
|
|
23,244
|
|
|
(3,376
|
)
|
|
16,353
|
|
||||
|
Unrealized gain on derivatives
|
377
|
|
|
642
|
|
|
926
|
|
|
472
|
|
||||
|
Comprehensive loss attributable to the Company
|
$
|
(14,424
|
)
|
|
$
|
(75,890
|
)
|
|
$
|
(35,549
|
)
|
|
$
|
(166,694
|
)
|
|
|
Number of Shares
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Accumulated
Distributions in excess of Net Loss
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||||||
|
Balance at January 1, 2012
|
869,187,360
|
|
|
$
|
869
|
|
|
$
|
7,775,880
|
|
|
$
|
(3,155,222
|
)
|
|
$
|
41,948
|
|
|
$
|
(161
|
)
|
|
$
|
4,663,314
|
|
|
Net income (loss)
|
0
|
|
|
0
|
|
|
0
|
|
|
(65,771
|
)
|
|
|
|
4,851
|
|
|
(60,920
|
)
|
|||||||
|
Unrealized gain on investment securities
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
32,672
|
|
|
0
|
|
|
32,672
|
|
||||||
|
Reversal of unrealized gain to realized gain on securities
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(3,376
|
)
|
|
0
|
|
|
(3,376
|
)
|
||||||
|
Unrealized gain on derivatives
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
926
|
|
|
0
|
|
|
926
|
|
||||||
|
Contributions/(distributions) declared, net
|
0
|
|
|
0
|
|
|
0
|
|
|
(329,124
|
)
|
|
0
|
|
|
(3,806
|
)
|
|
(332,930
|
)
|
||||||
|
Disposal of noncontrolling interests
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(759
|
)
|
|
(759
|
)
|
||||||
|
Proceeds from distribution reinvestment plan
|
20,081,542
|
|
|
20
|
|
|
144,952
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
144,972
|
|
||||||
|
Share repurchase program
|
(4,953,207
|
)
|
|
(5
|
)
|
|
(35,757
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(35,762
|
)
|
||||||
|
Balance at September 30, 2012
|
884,315,695
|
|
|
$
|
884
|
|
|
$
|
7,885,075
|
|
|
$
|
(3,550,117
|
)
|
|
$
|
72,170
|
|
|
$
|
125
|
|
|
$
|
4,408,137
|
|
|
|
Number of Shares
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Accumulated
Distributions in excess of Net Loss
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
|
|
Noncontrolling Redeemable Interests
|
||||||||
|
Balance at January 1, 2011
|
846,406,774
|
|
|
846
|
|
|
7,605,105
|
|
|
(2,409,370
|
)
|
|
49,430
|
|
|
17,381
|
|
|
5,263,392
|
|
|
264,132
|
|
|
Net income (loss)
|
0
|
|
|
0
|
|
|
0
|
|
|
(134,065
|
)
|
|
0
|
|
|
(1,218
|
)
|
|
(135,283
|
)
|
|
7,814
|
|
|
Unrealized loss on investment securities
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(49,454
|
)
|
|
0
|
|
|
(49,454
|
)
|
|
0
|
|
|
Reversal of unrealized loss to realized loss and impairment on securities
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
16,353
|
|
|
0
|
|
|
16,353
|
|
|
0
|
|
|
Unrealized gain on derivatives
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
472
|
|
|
0
|
|
|
472
|
|
|
0
|
|
|
Distributions declared
|
0
|
|
|
0
|
|
|
0
|
|
|
(321,149
|
)
|
|
0
|
|
|
(500
|
)
|
|
(321,649
|
)
|
|
(7,814
|
)
|
|
Adjustment to redemption value for noncontrolling redeemable interest
|
0
|
|
|
0
|
|
|
(16,249
|
)
|
|
0
|
|
|
0
|
|
|
(13,099
|
)
|
|
(29,348
|
)
|
|
29,348
|
|
|
Proceeds from distribution reinvestment plan
|
18,663,768
|
|
|
19
|
|
|
149,847
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
149,866
|
|
|
0
|
|
|
Share repurchase program
|
(1,383,126
|
)
|
|
(1
|
)
|
|
(9,999
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(10,000
|
)
|
|
0
|
|
|
Balance at September 30, 2011
|
863,687,416
|
|
|
864
|
|
|
7,728,704
|
|
|
(2,864,584
|
)
|
|
16,801
|
|
|
2,564
|
|
|
4,884,349
|
|
|
293,480
|
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
|
(unaudited)
|
|
(unaudited)
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net loss
|
$
|
(60,920
|
)
|
|
$
|
(127,469
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
331,863
|
|
|
328,409
|
|
||
|
Amortization of above and below market leases, net
|
(1,622
|
)
|
|
(1,015
|
)
|
||
|
Amortization of debt premiums, discounts and financing costs
|
12,162
|
|
|
15,361
|
|
||
|
Straight-line rental income
|
(8,557
|
)
|
|
(10,457
|
)
|
||
|
Provision for asset impairment
|
66,888
|
|
|
98,224
|
|
||
|
Gain on sale of property
|
(29,677
|
)
|
|
(304
|
)
|
||
|
(Gain) loss on extinguishment of debt
|
238
|
|
|
(678
|
)
|
||
|
Equity in earnings of unconsolidated entities
|
(2,807
|
)
|
|
(863
|
)
|
||
|
Distributions from unconsolidated entities
|
5,708
|
|
|
9,746
|
|
||
|
Impairment and loss (gain) of investment in unconsolidated entities
|
5,756
|
|
|
(7,545
|
)
|
||
|
Realized (gain) loss on securities
|
(5,275
|
)
|
|
(8,003
|
)
|
||
|
Impairment on investment in securities
|
1,899
|
|
|
24,356
|
|
||
|
Other non-cash adjustments
|
1,214
|
|
|
(18,995
|
)
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Accounts and rents receivable
|
(2,313
|
)
|
|
(6,089
|
)
|
||
|
Deferred costs and other assets
|
7,173
|
|
|
(1,685
|
)
|
||
|
Accounts payable and accrued expenses
|
34,974
|
|
|
3,078
|
|
||
|
Other liabilities
|
(4,366
|
)
|
|
6,612
|
|
||
|
Net cash flows provided by operating activities
|
352,338
|
|
|
302,683
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Purchase of investment properties
|
(237,828
|
)
|
|
(329,953
|
)
|
||
|
Acquired in-place and market lease intangibles, net
|
(6,572
|
)
|
|
(13,759
|
)
|
||
|
Acquired goodwill
|
(23,735
|
)
|
|
—
|
|
||
|
Capital expenditures and tenant improvements
|
(60,487
|
)
|
|
(48,253
|
)
|
||
|
Investment in development projects
|
(79,479
|
)
|
|
(56,951
|
)
|
||
|
Sale of investment properties
|
356,467
|
|
|
116,340
|
|
||
|
Purchase of marketable securities
|
(21,715
|
)
|
|
(72,454
|
)
|
||
|
Sale of marketable securities
|
27,217
|
|
|
32,216
|
|
||
|
Investment in unconsolidated entities
|
(30
|
)
|
|
(409
|
)
|
||
|
Proceeds from sale of investment in unconsolidated entities
|
0
|
|
|
100,408
|
|
||
|
Distributions from unconsolidated entities
|
27,198
|
|
|
25,922
|
|
||
|
Payment of leasing fees
|
(9,139
|
)
|
|
(6,688
|
)
|
||
|
Payments from notes receivable
|
18
|
|
|
18,436
|
|
||
|
Restricted escrows and other assets
|
(9,113
|
)
|
|
(14,903
|
)
|
||
|
Other (assets) liabilities
|
9,311
|
|
|
(13,347
|
)
|
||
|
Net cash flows used in investing activities
|
(27,887
|
)
|
|
(263,395
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Proceeds from the distribution reinvestment program
|
144,972
|
|
|
149,866
|
|
||
|
Shares Repurchased
|
(35,762
|
)
|
|
(10,000
|
)
|
||
|
Distributions paid
|
(328,493
|
)
|
|
(320,429
|
)
|
||
|
Proceeds from mortgage debt and notes payable
|
524,753
|
|
|
463,390
|
|
||
|
Payoffs of mortgage debt
|
(492,971
|
)
|
|
(346,063
|
)
|
||
|
Principal payments of mortgage debt
|
(24,078
|
)
|
|
(25,306
|
)
|
||
|
Proceeds from margin securities debt, net
|
10,019
|
|
|
56,839
|
|
||
|
Payment of loan fees and deposits
|
(5,984
|
)
|
|
(11,075
|
)
|
||
|
Contributions (distributions) paid to noncontrolling interests, net
|
(3,806
|
)
|
|
(500
|
)
|
||
|
Disposal of noncontrolling interests
|
(759
|
)
|
|
0
|
|
||
|
Distributions paid to noncontrolling redeemable interests
|
0
|
|
|
(7,814
|
)
|
||
|
Net cash flows used in financing activities
|
(212,109
|
)
|
|
(51,092
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
112,342
|
|
|
(11,804
|
)
|
||
|
Cash and cash equivalents, at beginning of period
|
218,163
|
|
|
267,707
|
|
||
|
Cash and cash equivalents, at end of period
|
$
|
330,505
|
|
|
$
|
255,903
|
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
|
(unaudited)
|
|
(unaudited)
|
||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
|
Purchase of investment properties
|
$
|
(412,572
|
)
|
|
$
|
(330,940
|
)
|
|
Tenant and real estate tax liabilities assumed at acquisition, net
|
492
|
|
|
987
|
|
||
|
Assumption of mortgage debt at acquisition
|
180,000
|
|
|
0
|
|
||
|
Non-cash discount of mortgage debt assumed
|
(5,746
|
)
|
|
0
|
|
||
|
|
$
|
(237,826
|
)
|
|
$
|
(329,953
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
Cash paid for interest, net capitalized interest of $4,655 and $8,030
|
$
|
202,779
|
|
|
$
|
218,595
|
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
|
Property surrendered in extinguishment of debt
|
$
|
6,106
|
|
|
$
|
8,231
|
|
|
Assumption of mortgage upon disposal of property
|
$
|
60,659
|
|
|
$
|
0
|
|
|
Property acquired through exchange of notes receivable
|
$
|
0
|
|
|
$
|
20,000
|
|
|
Conversion of note receivable to equity interest
|
$
|
0
|
|
|
$
|
17,150
|
|
|
Redemption value adjustment for noncontrolling redeemable interest
|
$
|
0
|
|
|
$
|
29,348
|
|
|
Segment
|
Property Count
|
Square Ft/Rooms/Units
|
|
|
Retail
|
660
|
22,158,292
|
square feet
|
|
Lodging
|
87
|
16,098
|
rooms
|
|
Office
|
43
|
10,244,813
|
square feet
|
|
Industrial
|
72
|
15,397,097
|
square feet
|
|
Multi-Family
|
25
|
8,564
|
units
|
|
Segment
|
Property
|
Date
|
Gross Acquisition Price
|
Square Feet / Rooms
|
||
|
Lodging
|
Marriott-San Francisco Airport
|
3/23/2012
|
$
|
108,000
|
|
685 rooms
|
|
Lodging
|
Hilton St. Louis Downtown
|
3/23/2012
|
22,600
|
|
195 rooms
|
|
|
Lodging
|
Renaissance Arboretum – Austin, TX
|
3/23/2012
|
103,000
|
|
492 rooms
|
|
|
Lodging
|
Renaissance Waverly – Atlanta, GA
|
3/23/2012
|
97,000
|
|
521 rooms
|
|
|
Lodging
|
Marriott Griffin Gate Resort & Spa – Lexington, KY
|
3/23/2012
|
62,500
|
|
409 rooms
|
|
|
Retail
|
Tomball Town Center Outparcel
|
3/30/2012
|
3,000
|
|
6,541 square feet
|
|
|
Retail
|
Tulsa Hills Expansion
|
4/20/2012
|
10,600
|
|
74,406 square feet
|
|
|
Lodging
|
Bohemian Hotel Savannah Riverfront
|
8/9/2012
|
50,600
|
|
75 rooms
|
|
|
Total
|
|
|
$
|
457,300
|
|
|
|
Segment
|
Property
|
Date
|
Gross Disposition Price
|
Square Feet /
Rooms / Units |
||
|
Retail
|
Citizen Bank Branches – 31 Properties
|
Various
|
$
|
27,500
|
|
83,451 square feet
|
|
Industrial
|
Union Venture
|
5/17/2012
|
49,600
|
|
970,168 square feet
|
|
|
Retail
|
Lakewood Shopping Center I & II
|
6/21/2012
|
31,500
|
|
236,679 square feet
|
|
|
Lodging
|
Hilton GI - Akron
|
7/31/2012
|
15,500
|
|
121 rooms
|
|
|
Retail
|
Plaza at Eagle's Landing
|
8/2/2012
|
5,300
|
|
33,265 square feet
|
|
|
Retail
|
Canfield Plaza
|
8/31/2012
|
8,800
|
|
100,958 square feet
|
|
|
Industrial
|
Southwide Industrial Center #8
|
9/1/2012
|
300
|
|
10,185 square feet
|
|
|
Lodging
|
Lodging Portfolio - 12 Properties
|
9/13/2012
|
116,000
|
|
1,643 rooms
|
|
|
Multi-family
|
Waterford Place at Shadow Creek
|
9/27/2012
|
25,600
|
|
296 units
|
|
|
Multi-family
|
Villas at Shadow Creek - Waterford Place II Villas
|
9/27/2012
|
27,000
|
|
264 units
|
|
|
Multi-family
|
Fannin Street Apartments
|
9/28/2012
|
72,500
|
|
678 units
|
|
|
Retail
|
Citizen Bank Branches – 33 Properties
|
9/28/2012
|
52,900
|
|
152,211 square feet
|
|
|
Total
|
|
|
$
|
432,500
|
|
|
|
|
Three Months Ended
|
Three Months Ended
|
Nine Months Ended
|
Nine Months Ended
|
||||||||
|
|
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
September 30, 2011
|
||||||||
|
Revenues
|
$
|
13,399
|
|
$
|
31,171
|
|
$
|
53,095
|
|
$
|
94,331
|
|
|
Expenses
|
9,734
|
|
23,993
|
|
39,107
|
|
75,902
|
|
||||
|
Provision for asset impairment
|
0
|
|
34,017
|
|
3,368
|
|
77,059
|
|
||||
|
Operating income (loss) from discontinued operations
|
$
|
3,665
|
|
$
|
(26,839
|
)
|
$
|
10,620
|
|
$
|
(58,630
|
)
|
|
Other loss
|
(1,846
|
)
|
(235
|
)
|
(7,935
|
)
|
(15,019
|
)
|
||||
|
Gain (loss) on sale of properties
|
31,647
|
|
(906
|
)
|
29,677
|
|
304
|
|
||||
|
Gain (loss) of extinguishment of debt
|
1,161
|
|
678
|
|
(238
|
)
|
678
|
|
||||
|
Net income (loss) from discontinued operations
|
$
|
34,627
|
|
$
|
(27,302
|
)
|
$
|
32,124
|
|
$
|
(72,667
|
)
|
|
|
As of September 30, 2012
|
|
As of December 31, 2011
|
||||
|
Net investment properties
|
$
|
114,416
|
|
|
$
|
117,235
|
|
|
Other assets
|
8,763
|
|
|
9,167
|
|
||
|
Total assets
|
123,179
|
|
|
126,402
|
|
||
|
Mortgages, notes and margins payable
|
(84,424
|
)
|
|
(84,823
|
)
|
||
|
Other liabilities
|
(49,002
|
)
|
|
(49,073
|
)
|
||
|
Total liabilities
|
(133,426
|
)
|
|
(133,896
|
)
|
||
|
Net assets
|
$
|
(10,247
|
)
|
|
$
|
(7,494
|
)
|
|
Entity
|
Description
|
Ownership%
|
|
Investment at
September 30, 2012 |
|
Investment at
December 31, 2011 |
||||
|
Net Lease Strategic Asset Fund L.P.
|
Diversified portfolio of net lease assets
|
85%
|
(a)
|
$
|
0
|
|
|
$
|
26,508
|
|
|
Cobalt Industrial REIT II
|
Industrial portfolio
|
36%
|
|
110,986
|
|
|
113,623
|
|
||
|
D.R. Stephens Institutional Fund, LLC
|
Industrial and R&D assets
|
90%
|
|
37,825
|
|
|
36,218
|
|
||
|
Brixmor/IA JV, LLC
|
Retail Shopping Centers
|
(b)
|
|
95,252
|
|
|
103,567
|
|
||
|
Other Unconsolidated Entities
|
Various real estate investments
|
Various
|
|
36,823
|
|
|
36,795
|
|
||
|
|
|
|
|
$
|
280,886
|
|
|
$
|
316,711
|
|
|
(a)
|
On February 21, 2012, we delivered to Lexington Master Limited Partnership (“LMLP”), our joint venture partner for the Net Lease Strategic Assets Fund LP joint venture, a right of first offer under the partnership agreement. On February 20 and 21, 2012, LMLP delivered notice to the Company to exercise the buy/sell option under the partnership agreement. For the year ended December 31, 2011, the Company valued the equity interest and recorded an initial impairment of
$113,621
. On April 27, 2012, the Company and LMLP entered into a disposition agreement. Pursuant to this agreement, the right of first offer and buy/sell right option previously delivered by the Company and LMLP, respectively, are deemed to have no force or effect. Under the agreement, the Company shall provide written notice by September 17, 2012 to LMLP to either (1) buy LMLP's interest in Net Lease Strategic Asset Fund L.P. for
$219,838
less any distributions to LMLP from April 27, 2012 to October 1, 2012 or (2) sell the Company's interest in the venture for
$14,374
less any distributions to the Company from April 27, 2012 to October 1, 2012. For the three months ended March 31, 2012, the Company valued the equity interest in part based on the expected future cash distributions and on the fair value of the underlying assets of the investment using a discounted cash flow model, including discount rates and capitalization rates on the expected future cash flows of the properties. These factors resulted in an additional impairment charge on the Company's investment in the entity for the three months ended March 31, 2012 of
$4,200
. On September 5, 2012, the Company entered into a definitive agreement and sold the Company's interest in Net Lease Strategic Asset Fund L.P. to LMLP. The Company received its final distribution of
$9,438
and recorded a loss of
$1,556
on the sale of the investment.
|
|
(b)
|
The company has a preferred membership interest and is entitled to a
11%
preferred dividend in Brixmor/IA JV, LLC.
|
|
|
September 30, 2012
|
|
December 31, 2011
|
||||
|
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||
|
Balance Sheets:
|
|
|
|
||||
|
Assets:
|
|
|
|
||||
|
Real estate assets, net of accumulated depreciation
|
$
|
1,483,024
|
|
|
$
|
1,949,035
|
|
|
Other assets
|
263,223
|
|
|
485,887
|
|
||
|
Total Assets
|
1,746,247
|
|
|
2,434,922
|
|
||
|
Liabilities and Equity:
|
|
|
|
||||
|
Mortgage debt
|
$
|
1,071,136
|
|
|
$
|
1,402,467
|
|
|
Other liabilities
|
85,758
|
|
|
94,361
|
|
||
|
Equity
|
589,353
|
|
|
938,094
|
|
||
|
Total Liabilities and Equity
|
$
|
1,746,247
|
|
|
$
|
2,434,922
|
|
|
Company’s share of equity
|
$
|
272,383
|
|
|
$
|
307,684
|
|
|
Net excess of cost of investments over the net book value of underlying net assets (net of accumulated depreciation of $1,629 and $1,372, respectively)
|
8,503
|
|
|
9,027
|
|
||
|
Carrying value of investments in unconsolidated entities
|
$
|
280,886
|
|
|
$
|
316,711
|
|
|
|
Nine months ended
|
|
Nine months ended
|
||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||
|
Statements of Operations:
|
|
|
|
||||
|
Revenues
|
$
|
156,308
|
|
|
$
|
220,397
|
|
|
Expenses:
|
|
|
|
||||
|
Interest expense and loan cost amortization
|
$
|
44,938
|
|
|
$
|
75,667
|
|
|
Depreciation and amortization
|
60,048
|
|
|
86,550
|
|
||
|
Operating expenses, ground rent and general and administrative expenses
|
52,157
|
|
|
72,562
|
|
||
|
Impairment
|
$
|
553
|
|
|
$
|
8,424
|
|
|
Total expenses
|
$
|
157,696
|
|
|
$
|
243,203
|
|
|
Net loss before gain on sale of real estate
|
$
|
(1,388
|
)
|
|
$
|
(22,806
|
)
|
|
Gain (loss) on sale of real estate
|
9,270
|
|
|
(535
|
)
|
||
|
Net income (loss)
|
$
|
7,882
|
|
|
$
|
(23,341
|
)
|
|
Company’s share of:
|
|
|
|
||||
|
Net income, net of excess basis depreciation of $257 and $109
|
$
|
2,807
|
|
|
$
|
863
|
|
|
Depreciation and amortization (real estate related)
|
$
|
33,937
|
|
|
$
|
43,405
|
|
|
2012
|
$
|
128,221
|
|
|
2013
|
153,626
|
|
|
|
2014
|
75,678
|
|
|
|
2015
|
66,606
|
|
|
|
2016
|
4,129
|
|
|
|
Thereafter
|
642,876
|
|
|
|
|
$
|
1,071,136
|
|
|
|
For the nine months ended
|
|
Unpaid amounts as of
|
||||||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
|
September 30, 2012
|
|
December 31, 2011
|
||||||||
|
General and administrative:
|
|
|
|
|
|
|
|
||||||||
|
General and administrative reimbursement (a)
|
$
|
8,299
|
|
|
$
|
6,311
|
|
|
$
|
3,891
|
|
|
$
|
2,734
|
|
|
Loan servicing (b)
|
147
|
|
|
438
|
|
|
0
|
|
|
0
|
|
||||
|
Investment advisor fee (c)
|
1,323
|
|
|
1,181
|
|
|
150
|
|
|
135
|
|
||||
|
Total general and administrative to related parties
|
$
|
9,769
|
|
|
$
|
7,930
|
|
|
$
|
4,041
|
|
|
$
|
2,869
|
|
|
Property management fees (d)
|
20,858
|
|
|
23,306
|
|
|
108
|
|
|
(178
|
)
|
||||
|
Business management fee (e)
|
29,982
|
|
|
30,000
|
|
|
9,989
|
|
|
10,000
|
|
||||
|
Loan placement fees (f)
|
$
|
1,118
|
|
|
$
|
801
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
(a)
|
The Business Manager and its related parties are entitled to reimbursement for general and administrative expenses of the Business Manager and its related parties relating to the Company’s administration. Unpaid amounts as of
September 30, 2012
and
December 31, 2011
are included in accounts payable and accrued expenses on the consolidated balance sheets.
|
|
(b)
|
A related party of the Business Manager provided loan servicing to the Company.
|
|
(c)
|
The Company pays a related party of the Business Manager to purchase and monitor its investment in marketable securities.
|
|
(d)
|
For the
nine months ended
September 30, 2012
, the property managers, entities owned principally by individuals who were related parties of the Business Manager, are entitled to receive property management fees up to
4.5%
of gross operating income (as defined), for management and leasing services; however, (1) for triple-net lease properties, the property managers were entitled to monthly fees equal to
2.9%
of the gross income generated by the applicable property each month and (2) for bank branches, the property managers were entitled to monthly fees equal to
2.5%
of the gross income generated by the applicable property each month in operating companies purchased by the Company. The property managers were entitled to receive an oversight fee of
1%
of gross operating income (as defined). These rates became effective January 1, 2012 when the Company entered into an extension agreement with the property managers which extended the term through June 30, 2012. On July 1, 2012, the Company entered into new master agreements with its property managers and extended the term until December 31, 2013 which will automatically be renewed until June 30, 2015 unless either party to the agreement provides written notice of cancellation before June 30, 2013. Under the new master agreements, the Company will pay the property managers monthly management fees by property type, updated as follows: (i) for any bank branch facility (office or retail),
2.50%
of the gross income generated by the property; (ii) for any multi-tenant industrial property,
4.00%
of the gross income generated by the property; (iii) for any multi-family property,
3.75%
of the gross income generated by the property; (iv) for any multi-tenant office property,
3.75%
of the gross income generated by the property; (v) for any multi-tenant retail property,
4.50%
of the gross income generated by the property; (vi) for any single-tenant industrial property,
2.25%
of the gross income generated by the property; (vii) for any single-tenant office property,
2.90%
of the gross income generated by the property; and (viii) for any single-tenant retail property,
2.90%
of the gross income generated by the property.
|
|
(e)
|
After the Company’s stockholders have received a non-cumulative, non-compounded return of
5%
per annum on their “invested capital,” the Company pays its Business Manager an annual business management fee of up to
1%
of the “average invested assets,” payable quarterly in an amount equal to
0.25%
of the average invested assets as of the last day of the immediately preceding quarter. For the
nine months ended
September 30, 2012
and 2011, average invested assets were
$11,506,392
and
$11,517,047
. The Company incurred a business management fee of
$29,982
and
$30,000
, which is equal to
0.2607%
, and
0.2605%
of average invested assets for the
nine months ended
September 30, 2012
and 2011, respectively. Pursuant to the letter agreement dated May 4, 2012, the business management fee shall be reduced in each particular quarter for investigation costs exclusive of legal fees incurred in conjunction with the SEC matter. During the
nine months ended
September 30, 2012
, the Company incurred
$18
of investigation costs, resulting in a business management fee expense of
|
|
(f)
|
The Company pays a related party of the Business Manager
0.2%
of the principal amount of each loan placed for the Company. Such costs are capitalized as loan fees and amortized over the respective loan term.
|
|
Maturity Date
|
As of September 30, 2012
|
|
Weighted average annual interest rate
|
|||
|
2012
|
$
|
180,067
|
|
|
4.09
|
%
|
|
2013
|
936,003
|
|
4.56
|
%
|
||
|
2014
|
647,568
|
|
4.06
|
%
|
||
|
2015
|
685,396
|
|
4.66
|
%
|
||
|
2016
|
732,078
|
|
5.39
|
%
|
||
|
Thereafter
|
2,748,646
|
|
5.74
|
%
|
||
|
Date Entered
|
Effective Date
|
End Date
|
Pay Fixed Rate
|
Receive Floating
Rate Index
|
|
Notional Amount
|
|
|
Fair Value as of September 30, 2012
|
|
Fair Value as of December 31, 2011
|
||||
|
March 28, 2008
|
March 28, 2008
|
March 27, 2013
|
3.32%
|
1 month LIBOR
|
|
33,062
|
|
|
$
|
(504
|
)
|
|
$
|
(1,156
|
)
|
|
January 16, 2009
|
January 13, 2009
|
January 13, 2012
|
1.62%
|
1 month LIBOR
|
|
N/A
|
|
|
0
|
|
|
(10
|
)
|
||
|
August 19, 2010
|
August 31, 2010
|
March 27, 2012
|
0.63%
|
1 month LIBOR
|
|
N/A
|
|
|
0
|
|
|
(22
|
)
|
||
|
October 15, 2010
|
November 1, 2010
|
April 23, 2013
|
0.94%
|
1 month LIBOR
|
|
29,727
|
|
|
(124
|
)
|
|
(181
|
)
|
||
|
January 7, 2011
|
January 7, 2011
|
January 13, 2013
|
0.91%
|
1 month LIBOR
|
|
26,156
|
|
|
(48
|
)
|
|
(121
|
)
|
||
|
January 7, 2011
|
January 7, 2011
|
January 13, 2013
|
0.91%
|
1 month LIBOR
|
|
22,753
|
|
|
(41
|
)
|
|
(105
|
)
|
||
|
April 28, 2011
|
May 3, 2011
|
September 30, 2012
|
1.575%
|
1 month LIBOR
|
|
N/A
|
|
|
0
|
|
|
(481
|
)
|
||
|
September 1, 2011
|
September 29, 2012
|
September 29, 2014
|
0.79%
|
1 month LIBOR
|
|
56,702
|
|
|
(573
|
)
|
|
(130
|
)
|
||
|
October 14, 2011
|
October 14, 2011
|
October 22, 2013
|
1.037%
|
1 month LIBOR
|
|
8,382
|
|
|
(68
|
)
|
|
(78
|
)
|
||
|
|
|
|
|
|
|
176,782
|
|
|
$
|
(1,358
|
)
|
|
$
|
(2,284
|
)
|
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
|
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||
|
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
|
2012
|
|
2011
|
|
|
|
2012
|
|
2011
|
|
|
|
2012
|
|
2011
|
||||||||||||
|
Interest Rate Swaps
|
|
$
|
926
|
|
|
$
|
472
|
|
|
Interest expense
|
|
$
|
1,773
|
|
|
$
|
3,103
|
|
|
Interest expense
|
|
$
|
0
|
|
|
$
|
(84
|
)
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
|
•
|
Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
|
Fair Value Measurements at September 30, 2012
|
||||||||||
|
|
Using Quoted Prices in Active Markets for Identical Assets
|
|
Using Significant Other Observable Inputs
|
|
Using Significant Other Unobservable Inputs
|
||||||
|
Description
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
|
Available-for-sale real estate equity securities
|
$
|
294,180
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Real estate related bonds
|
0
|
|
|
22,354
|
|
|
0
|
|
|||
|
Total assets
|
$
|
294,180
|
|
|
$
|
22,354
|
|
|
$
|
0
|
|
|
Derivative interest rate instruments
|
$
|
0
|
|
|
$
|
(1,358
|
)
|
|
$
|
0
|
|
|
Total liabilities
|
$
|
0
|
|
|
$
|
(1,358
|
)
|
|
$
|
0
|
|
|
|
Fair Value Measurements at December 31, 2011
|
||||||||||
|
|
Using Quoted Prices in Active Markets for Identical Assets
|
|
Using Significant Other Observable Inputs
|
|
Using Significant Other Unobservable Inputs
|
||||||
|
Description
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
|
Available-for-sale real estate equity securities
|
$
|
274,274
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Real estate related bonds
|
0
|
|
15,091
|
|
|
0
|
|
||||
|
Total assets
|
$
|
274,274
|
|
|
$
|
15,091
|
|
|
$
|
0
|
|
|
Derivative interest rate instruments
|
$
|
0
|
|
|
$
|
(2,284
|
)
|
|
$
|
0
|
|
|
Total liabilities
|
$
|
0
|
|
|
$
|
(2,284
|
)
|
|
$
|
0
|
|
|
|
For the three months ended
|
|
For the three months ended
|
||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Total Impairment Losses
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Total Impairment Losses (Gain)
|
||||
|
Investment properties
|
37,691
|
|
|
39,002
|
|
|
5,400
|
|
|
6,031
|
|
|
Investment in unconsolidated entities
|
0
|
|
|
0
|
|
|
17,150
|
|
|
(17,150
|
)
|
|
Total
|
37,691
|
|
|
39,002
|
|
|
22,550
|
|
|
(11,119
|
)
|
|
|
For the nine months ended
|
|
For the nine months ended
|
||||||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||||||||||
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Total Impairment Losses
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Total Impairment Losses (Gain)
|
||||||||
|
Investment properties
|
$
|
126,065
|
|
|
$
|
63,520
|
|
|
$
|
52,847
|
|
|
$
|
21,165
|
|
|
Investment in unconsolidated entities
|
$
|
16,914
|
|
|
$
|
4,200
|
|
|
$
|
17,150
|
|
|
$
|
(17,150
|
)
|
|
Total
|
$
|
142,979
|
|
|
$
|
67,720
|
|
|
$
|
69,997
|
|
|
$
|
4,015
|
|
|
|
September 30, 2012
|
December 31, 2011
|
||||||||||
|
|
Carrying Value
|
Estimated Fair Value
|
Carrying Value
|
Estimated Fair Value
|
||||||||
|
Mortgage and notes payable
|
$
|
5,929,758
|
|
$
|
5,789,983
|
|
$
|
5,812,595
|
|
$
|
5,524,022
|
|
|
Margins payable
|
$
|
130,877
|
|
$
|
130,877
|
|
$
|
120,858
|
|
$
|
120,858
|
|
|
|
Total
|
|
Retail
|
|
Industrial
|
|
Office
|
|
Lodging
|
|
Multi-Family
|
||||||||||||
|
Rental income
|
$
|
158,153
|
|
|
$
|
78,431
|
|
|
$
|
20,865
|
|
|
$
|
36,067
|
|
|
$
|
0
|
|
|
$
|
22,790
|
|
|
Straight line income
|
3,082
|
|
|
1,243
|
|
|
556
|
|
|
1,246
|
|
|
0
|
|
|
37
|
|
||||||
|
Tenant recovery income
|
26,189
|
|
|
18,353
|
|
|
689
|
|
|
7,040
|
|
|
0
|
|
|
107
|
|
||||||
|
Other property income
|
4,114
|
|
|
989
|
|
|
15
|
|
|
793
|
|
|
0
|
|
|
2,317
|
|
||||||
|
Lodging income
|
181,836
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
181,836
|
|
|
0
|
|
||||||
|
Total income
|
$
|
373,374
|
|
|
$
|
99,016
|
|
|
$
|
22,125
|
|
|
$
|
45,146
|
|
|
$
|
181,836
|
|
|
$
|
25,251
|
|
|
Operating expenses
|
$
|
177,675
|
|
|
$
|
26,131
|
|
|
$
|
1,665
|
|
|
$
|
11,205
|
|
|
$
|
126,963
|
|
|
$
|
11,711
|
|
|
Net Operating Income
|
$
|
195,699
|
|
|
$
|
72,885
|
|
|
$
|
20,460
|
|
|
$
|
33,941
|
|
|
$
|
54,873
|
|
|
$
|
13,540
|
|
|
Non allocated expenses (a)
|
$
|
(128,169
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other income and expenses (b)
|
$
|
(74,807
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in loss of unconsolidated entities (c)
|
$
|
(1,265
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Provision for asset impairment
|
$
|
(39,002
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from continuing operations
|
$
|
(47,544
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income from discontinued operations
|
$
|
34,627
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
(4,659
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss attributable to Company
|
$
|
(17,576
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(a)
|
Non allocated expenses consist of general and administrative expenses, Business Manager management fee and depreciation and amortization.
|
|
(b)
|
Other income and expenses consist of interest and dividend income, interest expense, other income, realized gain (loss) on securities, net, and income tax expense.
|
|
(c)
|
Equity in loss of unconsolidated entities includes the impairment/loss of investment in unconsolidated entities.
|
|
|
Total
|
|
Retail
|
|
Industrial
|
|
Office
|
|
Lodging
|
|
Multi-Family
|
||||||||||||
|
Rental income
|
$
|
147,364
|
|
|
$
|
72,511
|
|
|
$
|
19,692
|
|
|
$
|
35,301
|
|
|
$
|
0
|
|
|
$
|
19,860
|
|
|
Straight-line income
|
3,815
|
|
|
1,757
|
|
|
1,081
|
|
|
954
|
|
|
0
|
|
|
23
|
|
||||||
|
Tenant recovery income
|
22,461
|
|
|
16,502
|
|
|
481
|
|
|
5,364
|
|
|
0
|
|
|
114
|
|
||||||
|
Other property income
|
4,499
|
|
|
1,029
|
|
|
527
|
|
|
1,256
|
|
|
0
|
|
|
1,687
|
|
||||||
|
Lodging income
|
134,336
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
134,336
|
|
|
0
|
|
||||||
|
Total income
|
$
|
312,475
|
|
|
$
|
91,799
|
|
|
$
|
21,781
|
|
|
$
|
42,875
|
|
|
$
|
134,336
|
|
|
$
|
21,684
|
|
|
Operating expenses
|
$
|
139,815
|
|
|
$
|
24,436
|
|
|
$
|
1,645
|
|
|
$
|
10,018
|
|
|
$
|
92,696
|
|
|
$
|
11,020
|
|
|
Net property operations
|
$
|
172,660
|
|
|
$
|
67,363
|
|
|
$
|
20,136
|
|
|
$
|
32,857
|
|
|
$
|
41,640
|
|
|
$
|
10,664
|
|
|
Non allocated expenses (a)
|
$
|
(121,395
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other income and expenses (b)
|
$
|
(69,856
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in earnings of unconsolidated entities
|
$
|
2,972
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Provision for asset impairment
|
$
|
(6,031
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from continuing operations
|
$
|
(21,650
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from discontinued operations
|
$
|
(27,302
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
(2,725
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss attributable to Company
|
$
|
(51,677
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(a)
|
Non allocated expenses consist of general and administrative expenses, Business Manager management fee and depreciation and amortization.
|
|
(b)
|
Other income and expenses consist of interest and dividend income, interest expense, other income, realized gain (loss) on securities, net, and income tax expense.
|
|
(c)
|
Equity in earnings of unconsolidated entities includes the gain on sale of investment in unconsolidated entities.
|
|
|
Total
|
|
Retail
|
|
Industrial
|
|
Office
|
|
Lodging
|
|
Multi-Family
|
||||||||||||
|
Rental income
|
$
|
468,024
|
|
|
$
|
233,547
|
|
|
$
|
62,618
|
|
|
$
|
107,598
|
|
|
$
|
0
|
|
|
$
|
64,261
|
|
|
Straight line income
|
10,090
|
|
|
5,159
|
|
|
1,747
|
|
|
2,988
|
|
|
0
|
|
|
196
|
|
||||||
|
Tenant recovery income
|
76,375
|
|
|
53,163
|
|
|
2,790
|
|
|
20,067
|
|
|
0
|
|
|
355
|
|
||||||
|
Other property income
|
11,968
|
|
|
2,984
|
|
|
339
|
|
|
2,486
|
|
|
0
|
|
|
6,159
|
|
||||||
|
Lodging income
|
514,118
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
514,118
|
|
|
0
|
|
||||||
|
Total income
|
$
|
1,080,575
|
|
|
$
|
294,853
|
|
|
$
|
67,494
|
|
|
$
|
133,139
|
|
|
$
|
514,118
|
|
|
$
|
70,971
|
|
|
Operating expenses
|
$
|
505,174
|
|
|
$
|
77,406
|
|
|
$
|
6,411
|
|
|
$
|
32,576
|
|
|
$
|
355,763
|
|
|
$
|
33,018
|
|
|
Net property operations
|
$
|
575,401
|
|
|
$
|
217,447
|
|
|
$
|
61,083
|
|
|
$
|
100,563
|
|
|
$
|
158,355
|
|
|
$
|
37,953
|
|
|
Non allocated expenses (a)
|
$
|
(380,304
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other income and expenses (b)
|
$
|
(221,672
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in loss of unconsolidated entities (c)
|
$
|
(2,949
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Provision for asset impairment
|
$
|
(63,520
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from continuing operations
|
$
|
(93,044
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income from discontinued operations
|
$
|
32,124
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
(4,851
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss attributable to Company
|
$
|
(65,771
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Real estate assets, net (d)
|
$
|
9,257,948
|
|
|
$
|
3,589,113
|
|
|
$
|
834,194
|
|
|
$
|
1,515,957
|
|
|
$
|
2,610,567
|
|
|
$
|
708,117
|
|
|
Non-segmented assets (e)
|
$
|
1,578,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total Assets
|
$
|
10,836,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Capital expenditures
|
$
|
59,546
|
|
|
$
|
13,318
|
|
|
$
|
2,349
|
|
|
$
|
4,099
|
|
|
$
|
38,093
|
|
|
$
|
1,687
|
|
|
(a)
|
Non allocated expenses consist of general and administrative expenses, Business Manager management fee and depreciation and amortization.
|
|
(b)
|
Other income and expenses consist of interest and dividend income, interest expense, other income, realized gain (loss) on securities, net, and income tax expense.
|
|
(c)
|
Equity in loss of unconsolidated entities includes the impairment/loss of investment in unconsolidated entities.
|
|
(d)
|
Real estate assets includes intangible assets, net of amortization.
|
|
(e)
|
Construction in progress is included as non-segmented assets.
|
|
|
Total
|
|
Retail
|
|
Industrial
|
|
Office
|
|
Lodging
|
|
Multi-Family
|
||||||||||||
|
Rental income
|
$
|
443,119
|
|
|
$
|
217,418
|
|
|
$
|
59,634
|
|
|
$
|
107,630
|
|
|
$
|
0
|
|
|
$
|
58,437
|
|
|
Straight line income
|
11,846
|
|
|
5,244
|
|
|
3,235
|
|
|
3,247
|
|
|
0
|
|
|
120
|
|
||||||
|
Tenant recovery income
|
67,904
|
|
|
48,293
|
|
|
1,717
|
|
|
17,545
|
|
|
0
|
|
|
349
|
|
||||||
|
Other property income
|
13,836
|
|
|
3,816
|
|
|
907
|
|
|
4,050
|
|
|
0
|
|
|
5,063
|
|
||||||
|
Lodging income
|
387,885
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
387,885
|
|
|
0
|
|
||||||
|
Total income
|
$
|
924,590
|
|
|
$
|
274,771
|
|
|
$
|
65,493
|
|
|
$
|
132,472
|
|
|
$
|
387,885
|
|
|
$
|
63,969
|
|
|
Operating expenses
|
$
|
408,338
|
|
|
$
|
74,858
|
|
|
$
|
5,498
|
|
|
$
|
32,321
|
|
|
$
|
264,397
|
|
|
$
|
31,264
|
|
|
Net property operations
|
$
|
516,252
|
|
|
$
|
199,913
|
|
|
$
|
59,995
|
|
|
$
|
100,151
|
|
|
$
|
123,488
|
|
|
$
|
32,705
|
|
|
Non allocated expenses (a)
|
$
|
(358,443
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Other income and expenses (b)
|
$
|
(199,854
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity in earnings of unconsolidated entities
|
$
|
8,408
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Provision for asset impairment
|
$
|
(21,165
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from continuing operations
|
$
|
(54,802
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss from discontinued operations
|
$
|
(72,667
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income attributable to noncontrolling interests
|
$
|
(6,596
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net loss attributable to Company
|
$
|
(134,065
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(a)
|
Non allocated expenses consist of general and administrative expenses, Business Manager management fee and depreciation and amortization.
|
|
(b)
|
Other income and expenses consist of interest and dividend income, interest expense, other income and expenses, realized gain on securities, and income tax benefit.
|
|
(c)
|
Equity in earnings of unconsolidated entities includes the gain of investment in unconsolidated entities.
|
|
•
|
Cash flow from operations as determined in accordance with U.S. generally accepted accounting principles (“GAAP”).
|
|
•
|
Funds from Operations (“FFO”), a supplemental non-GAAP measure to net income determined in accordance with GAAP.
|
|
•
|
Economic and physical occupancy and rental rates.
|
|
•
|
Leasing activity and lease rollover.
|
|
•
|
Average daily room rate ("ADR"), revenue per available room (RevPar"), and average occupancy to measure our lodging properties.
|
|
•
|
Debt maturities and leverage ratios.
|
|
•
|
Liquidity levels.
|
|
•
|
We continue to see organic growth in our lodging and multi-family segments as our same store net operating income results increased 5.7% and 11%, respectively, comparing September 30, 2012 to 2011. Additionally, the six upper up-scale lodging properties we have acquired since January 1, 2012 have contributed $5.2 million or 16.0% increase in lodging net operating income for September 30, 2012 compared to 2011.
|
|
•
|
We made strides towards our company's objective to dispose of non-strategic assets. During the third quarter, we disposed of thirty-three more bank branches for a total of sixty-four in 2012; in addition, we disposed of three conventional multi-family properties and we recognized a net gain of $22.5 million for the nine months ending September 30, 2012.
|
|
•
|
During the third quarter, we placed two student housing properties into service, University House at University Central Florida and Arizona State University Polytech Student Housing. The properties provided 995 and 307 beds, respectively, which were 100% pre-leased upon being placed into service. The completion of these developments highlights our ability to successfully development and lease-up as we grow our student housing platform.
|
|
•
|
Effective July 1, 2012, the Company entered into new master management agreements with its property managers, and the subsidiaries of the Company that directly own its properties entered into new property management agreements with the property managers. Each agreement has an initial term ending December 31, 2013, which term will automatically be renewed until June 30, 2015 unless either party to the agreement provides written notice of cancellation before June 30, 2013. Under the agreements, the Company will pay the property managers monthly management fees by property type, as follows: (i) for any bank branch facility (office or retail), 2.50% of the gross income generated by the property; (ii) for any multi-tenant industrial property, 4.00% of the gross income generated by the property; (iii) for any multi-family property, 3.75% of the gross income generated by the property; (iv) for any multi-tenant office property, 3.75% of the gross income generated by the property; (v) for any multi-tenant retail property, 4.50% of the gross income generated by the property; (vi) for any single-tenant industrial property, 2.25% of the gross income generated by the property; (vii) for any single-tenant office property, 2.90% of the gross income generated by the property; and (viii) for any single-tenant retail property, 2.90% of the gross income generated by the property.
|
|
•
|
In addition, effective July 30, 2012, we extended our agreement with the Business Manager through July 30, 2013.
|
|
•
|
Management analyzes the operating performance of all properties from period to period and properties we have owned and operated for the same period during each year and are referred to herein as “same store” properties. This same store analysis allows management to monitor the operations of our existing properties for comparable periods to determine the effects of our new acquisitions on net income.
|
|
Net operating income for the nine months ended
|
||||||||||||
|
|
September 30, 2012
|
September 30, 2011
|
Increase (decrease)
|
Increase (decrease)
|
Average Occupancy for period ended September 30, 2012
|
Average Occupancy for period ended September 30, 2011
|
||||||
|
Retail
|
$
|
199,269
|
|
$
|
197,836
|
|
$
|
1,433
|
|
0.7%
|
93%
|
94%
|
|
Lodging
|
126,366
|
|
119,592
|
|
6,774
|
|
5.7%
|
74%
|
73%
|
|||
|
Office
|
100,563
|
|
100,151
|
|
412
|
|
0.4%
|
93%
|
93%
|
|||
|
Industrial
|
58,749
|
|
58,917
|
|
(168
|
)
|
(0.3)%
|
91%
|
92%
|
|||
|
Multi-Family
|
35,842
|
|
32,298
|
|
3,544
|
|
11.0%
|
93%
|
92%
|
|||
|
|
$
|
520,789
|
|
$
|
508,794
|
|
$
|
11,995
|
|
2.4%
|
|
|
|
|
Three months ended
|
|
Three months ended
|
|
2012 change
|
|
Nine months ended
|
|
Nine months ended
|
|
2012 change
|
||||||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
|
from 2011
|
|
September 30, 2012
|
|
September 30, 2011
|
|
from 2011
|
||||||||||||
|
Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Rental income
|
$
|
161,235
|
|
|
$
|
151,179
|
|
|
$
|
10,056
|
|
|
$
|
478,114
|
|
|
$
|
454,965
|
|
|
$
|
23,149
|
|
|
Tenant recovery income
|
26,189
|
|
|
22,461
|
|
|
3,728
|
|
|
76,375
|
|
|
67,904
|
|
|
8,471
|
|
||||||
|
Other property income
|
4,114
|
|
|
4,499
|
|
|
(385
|
)
|
|
11,968
|
|
|
13,836
|
|
|
(1,868
|
)
|
||||||
|
Lodging income
|
181,836
|
|
|
134,336
|
|
|
47,500
|
|
|
514,118
|
|
|
387,885
|
|
|
126,233
|
|
||||||
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Property operating expenses
|
$
|
33,465
|
|
|
$
|
32,769
|
|
|
$
|
696
|
|
|
$
|
96,685
|
|
|
$
|
96,221
|
|
|
$
|
464
|
|
|
Lodging operating expenses
|
119,287
|
|
|
86,476
|
|
|
32,811
|
|
|
333,207
|
|
|
246,124
|
|
|
87,083
|
|
||||||
|
Real estate taxes
|
24,923
|
|
|
20,570
|
|
|
4,353
|
|
|
75,282
|
|
|
65,993
|
|
|
9,289
|
|
||||||
|
Provision for asset impairment
|
39,002
|
|
|
6,031
|
|
|
32,971
|
|
|
63,520
|
|
|
21,165
|
|
|
42,355
|
|
||||||
|
General and administrative expenses
|
9,112
|
|
|
8,923
|
|
|
189
|
|
|
27,418
|
|
|
23,137
|
|
|
4,281
|
|
||||||
|
Business management fee
|
9,989
|
|
|
10,000
|
|
|
(11
|
)
|
|
29,982
|
|
|
30,000
|
|
|
(18
|
)
|
||||||
|
•
|
For the
three and nine
months ended
September 30, 2012
, rental income increased
$10,056
and
$23,149
, respectively, over the same period in 2011, which is primarily due to the four retail properties the Company acquired in the fourth quarter of 2011 in addition to increased operating performance of multi-family segment. Property operating expenses remained consistent when comparing the two periods. This is due to an increase in expenses related to the properties acquired in 2011 offset by a decrease in snow removal costs during the first half of 2012 and a decrease in property management fee expenses. The property management fee rates were reduced effective January 1, 2012 when we entered into an extension agreement with the property managers which extended the term through June 30, 2012. We entered into new long-term master property management agreements with our property managers on July 1, 2012, which further reduced the management fees.
|
|
•
|
Lodging income and operating expense increased in the
three and nine
months ended
September 30, 2012
as a result of the three hotels acquired in 2011 and the six hotels acquired in 2012. The remaining increase is also attributable to increased same store net operating income of
$2,599
or
6.6%
and
$6,774
or
5.7%
comparing the
three and nine
months ended
September 30, 2012
to 2011, respectively. This is attributable to increased RevPAR over the prior year. As expected, lodging operating expense increased correspondingly to lodging income.
|
|
•
|
For the
three and nine
months ended
September 30, 2012
, we identified certain properties which may have a reduction in the expected holding period and reviewed the probability of these assets’ dispositions. As a result, we recorded a provision for asset impairment of
$39,002
and
$63,520
, respectively, to reduce the book value of certain of our investment properties to their fair values. For the three and nine months ended September 30, 2012, we have
$0
and
$3,368
recorded as a provision for asset impairment reflected in discontinued operations. For the three and
nine months ended
September 30, 2011
, we impaired certain properties of which twenty-nine were subsequently sold and the respective impairment charge of
$34,017
and $
77,059
are included in discontinued operations. Seven of the properties previously impaired by
$21,165
remain in continuing operations on the consolidated statements of operations.
|
|
•
|
We incurred a net Business Management fee of $
29,982
and $
30,000
, which is equal to 0.2607%, and 0.2605% of average invested assets for the
nine months ended
September 30, 2012
and 2011, respectively. In addition, effective July 30, 2012, we extended our agreement with the Business Management through July 30, 2013. The terms of the Business Manager Agreement remain unchanged.
|
|
•
|
The increase in general and administrative expense for the
three and nine
months ended
September 30, 2012
as compared to the same periods
September 30, 2011
was primarily a result of an increase in acquisition expenses and legal costs, as well as an increase in reimbursable expenses as a result of a shift in personnel from our property managers to our Business Manager. The personnel costs for these persons were not reimbursable under the agreements with our property managers, but are reimbursable in accordance with the reimbursement provisions of the Business Management Agreement.
|
|
|
Three months ended
|
|
Three months ended
|
|
2012 change from 2011
|
|
Nine months ended
|
|
Nine months ended
|
|
2012 change from 2011
|
||||||||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
|
|
September 30, 2012
|
|
September 30, 2011
|
|
||||||||||||||
|
Non-operating income and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest and dividend income
|
$
|
6,130
|
|
|
$
|
6,186
|
|
|
$
|
(56
|
)
|
|
$
|
17,043
|
|
|
$
|
17,095
|
|
|
$
|
(52
|
)
|
|
Other income (loss)
|
(486
|
)
|
|
19,483
|
|
|
(19,969
|
)
|
|
957
|
|
|
17,170
|
|
|
(16,213
|
)
|
||||||
|
Interest expense
|
(79,702
|
)
|
|
(71,047
|
)
|
|
(8,655
|
)
|
|
(233,274
|
)
|
|
(215,594
|
)
|
|
(17,680
|
)
|
||||||
|
Equity in earnings (loss) of unconsolidated entities
|
291
|
|
|
(4,573
|
)
|
|
4,864
|
|
|
2,807
|
|
|
863
|
|
|
1,944
|
|
||||||
|
Gain (impairment/loss) of investment in unconsolidated entities
|
(1,556
|
)
|
|
7,545
|
|
|
(9,101
|
)
|
|
(5,756
|
)
|
|
7,545
|
|
|
(13,301
|
)
|
||||||
|
Realized gain (loss) and impairment on securities, net
|
4,398
|
|
|
(23,244
|
)
|
|
27,642
|
|
|
3,376
|
|
|
(16,353
|
)
|
|
19,729
|
|
||||||
|
Net income (loss) from discontinued operations
|
34,627
|
|
|
(27,302
|
)
|
|
61,929
|
|
|
32,124
|
|
|
(72,667
|
)
|
|
104,791
|
|
||||||
|
•
|
The decrease in other income is primarily due to the $17,150 gain on conversion of a note receivable to an equity investment reflected in the three and nine months ended September 30, 2011. There was minimal other income in the current year.
|
|
•
|
The principal amount of mortgage debt financings increased from $5,605,429 to
$5,929,758
comparing
September 30, 2011
to 2012 resulting in increased interest expense for the
nine months ended
September 30, 2012
and 2011 of
$17,680
. The weighted average interest rate was 5.2% and 5.3% for the
nine months ended
September 30, 2012
and 2011, respectively.
|
|
•
|
On February 21, 2012, we delivered to Lexington Master Limited Partnership (“LMLP”), our joint venture partner for the Net Lease Strategic Assets Fund LP joint venture, a right of first offer under the partnership agreement. On February 20 and 21, 2012, LMLP delivered notice to us to exercise the buy sell option under the partnership agreement. For the year ended December 31, 2011, we valued the equity interest and recorded an initial impairment of $113,621. On April 27, 2012, we entered into a disposition agreement with LMLP. Pursuant to this agreement, the right of first offer and buy/sell right option previously delivered by us and LMLP, respectively, are deemed to have no force or effect. Under the agreement, we shall provide written notice by September 17, 2012 to LMLP to either (1) buy LMLP's interest in Net Lease Strategic Asset Fund L.P. for $219,838 less any distributions to LMLP from April 27, 2012 to October 1, 2012 or (2) sell our interest in the venture for $14,374 less any distributions to us from April 27, 2012 to October 1, 2012. For the three months ended March 31, 2012, we valued the equity interest in part based on the expected future cash distributions and on the fair value of the underlying assets of the investment using a discounted cash flow model, including discount rates and capitalization rates on the expected future cash flows of the properties and recorded an additional impairment of $4,200 on our investment in unconsolidated entities related to the Net Lease Strategic Assets Fund LP joint venture. For the
nine months ended
September 30, 2012
and 2011, we recorded impairment of $4,200 and zero, respectively, on the investment in unconsolidated entities. On September 5, 2012, the Company entered into a definitive agreement and sold the Company's interest in Net Lease Strategic Asset Fund L.P. to LMLP. The Company received its final distribution $9,438 and recorded a loss of $1,556 on the sale of the investment.
|
|
•
|
For the three and
nine months ended
September 30, 2012
, we had realized gains of
$4,398
and $5,275 offset by an other than temporary impairment of zero and
$1,899
. For the three and
nine months ended
September 30, 2011
, we had realized gains of $1,112 and $8,003 offset by an other than temporary impairment of
$24,356,000
for three and
nine months ended
September 30, 2011
.
|
|
•
|
For the three and
nine months ended
September 30, 2012
, we disposed of 54 and 87 properties, respectively. The dispositions that occurred during the nine months ended September 30, 2012 represent sixty-four bank branches, fourteen lodging properties, four retail properties, three multi-family properties and two industrial properties. The activity for those properties is shown as a income from discontinued operations of
$34,627
and
$32,124
for the three and
nine months ended
September 30, 2012
, respectively. For the three and
nine months ended
September 30, 2011
, we recorded a loss of
$27,302
and
$72,667
from discontinued operations due to the disposition of 29 properties. The income from discontinued operations included a provision for asset impairment of $
0
and $
3,368
for the
three and nine
months ended
September 30, 2012
, respectively. The loss from discontinued operations included a provision for asset impairment of $
34,017
and $
77,059
for the
three and nine
months ended
September 30, 2011
, respectively.
|
|
|
Total Retail Properties
|
||||||
|
|
As of September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Retail Properties
|
|
|
|
||||
|
Physical occupancy
|
93
|
%
|
|
92
|
%
|
||
|
Economic occupancy
|
94
|
%
|
|
94
|
%
|
||
|
Base rent per square foot
|
$
|
15.08
|
|
|
$
|
15.06
|
|
|
Gross investment in properties
|
$4,237,902
|
|
$4,337,323
|
||||
|
Lease Expiration Year
|
Number of Expiring Leases
|
GLA of Expiring Leases (Sq. Ft.)
|
Annualized Base Rent of Expiring Leases ($)
|
Percent of Total GLA
|
Percent of Total Annualized Base Rent
|
Expiring Rent/Square Foot
|
|||||
|
2012
|
169
|
|
709,044
|
|
7,480
|
|
3.4%
|
2.3%
|
10.55
|
||
|
2013
|
331
|
|
1,124,882
|
|
19,196
|
|
5.4%
|
5.9%
|
17.06
|
||
|
2014
|
313
|
|
2,035,277
|
|
29,184
|
|
9.8%
|
9.0%
|
14.34
|
||
|
2015
|
341
|
|
2,327,168
|
|
29,371
|
|
11.2%
|
9.1%
|
12.62
|
||
|
2016
|
310
|
|
1,858,743
|
|
27,281
|
|
8.9%
|
8.4%
|
14.68
|
||
|
Thereafter
|
1,290
|
|
12,736,897
|
|
211,814
|
|
61.3%
|
65.3%
|
16.63
|
||
|
|
2,754
|
|
20,792,011
|
|
324,326
|
|
100%
|
100%
|
$
|
15.60
|
|
|
Retail
|
For the three months ended September 30, 2012
|
|
For the three months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
72,635
|
|
|
$
|
5,796
|
|
|
$
|
78,431
|
|
|
$
|
70,535
|
|
|
$
|
1,976
|
|
|
$
|
72,511
|
|
|
$
|
2,100
|
|
|
3.0
|
%
|
|
$
|
5,920
|
|
|
8.2
|
%
|
|
Straight line income
|
1,135
|
|
|
108
|
|
|
1,243
|
|
|
1,812
|
|
|
(55
|
)
|
|
1,757
|
|
|
(677
|
)
|
|
(37.4
|
)%
|
|
(514
|
)
|
|
(29.3
|
)%
|
||||||||
|
Tenant recovery income
|
16,659
|
|
|
1,694
|
|
|
18,353
|
|
|
15,811
|
|
|
691
|
|
|
16,502
|
|
|
848
|
|
|
5.4
|
%
|
|
1,851
|
|
|
11.2
|
%
|
||||||||
|
Other property income
|
952
|
|
|
37
|
|
|
989
|
|
|
1,024
|
|
|
5
|
|
|
1,029
|
|
|
(72
|
)
|
|
(7.0
|
)%
|
|
(40
|
)
|
|
(3.9
|
)%
|
||||||||
|
Total revenues
|
$
|
91,381
|
|
|
$
|
7,635
|
|
|
$
|
99,016
|
|
|
$
|
89,182
|
|
|
$
|
2,617
|
|
|
$
|
91,799
|
|
|
$
|
2,199
|
|
|
2.5
|
%
|
|
$
|
7,217
|
|
|
7.9
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
14,503
|
|
|
$
|
1,223
|
|
|
$
|
15,726
|
|
|
$
|
15,037
|
|
|
$
|
402
|
|
|
$
|
15,439
|
|
|
$
|
534
|
|
|
3.6
|
%
|
|
$
|
(287
|
)
|
|
(1.9
|
)%
|
|
Real estate taxes
|
9,321
|
|
|
1,084
|
|
|
10,405
|
|
|
8,286
|
|
|
711
|
|
|
8,997
|
|
|
(1,035
|
)
|
|
(12.5
|
)%
|
|
(1,408
|
)
|
|
(15.6
|
)%
|
||||||||
|
Total operating expenses
|
$
|
23,824
|
|
|
$
|
2,307
|
|
|
$
|
26,131
|
|
|
$
|
23,323
|
|
|
$
|
1,113
|
|
|
$
|
24,436
|
|
|
$
|
(501
|
)
|
|
(2.1
|
)%
|
|
$
|
(1,695
|
)
|
|
(6.9
|
)%
|
|
Net operating income
|
$
|
67,557
|
|
|
$
|
5,328
|
|
|
$
|
72,885
|
|
|
$
|
65,859
|
|
|
$
|
1,504
|
|
|
$
|
67,363
|
|
|
$
|
1,698
|
|
|
2.6
|
%
|
|
$
|
5,522
|
|
|
8.2
|
%
|
|
Average occupancy for the period
|
93
|
%
|
|
N/A
|
|
|
94
|
%
|
|
94
|
%
|
|
N/A
|
|
|
94
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
649
|
|
|
12
|
|
|
661
|
|
|
649
|
|
|
5
|
|
|
654
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Retail
|
For the nine months ended September 30, 2012
|
|
For the nine months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
214,084
|
|
|
$
|
19,463
|
|
|
$
|
233,547
|
|
|
$
|
212,199
|
|
|
$
|
5,219
|
|
|
$
|
217,418
|
|
|
$
|
1,885
|
|
|
0.9
|
%
|
|
$
|
16,129
|
|
|
7.4
|
%
|
|
Straight line income
|
4,863
|
|
|
296
|
|
|
5,159
|
|
|
5,508
|
|
|
(264
|
)
|
|
5,244
|
|
|
(645
|
)
|
|
(11.7
|
)%
|
|
(85
|
)
|
|
(1.6
|
)%
|
||||||||
|
Tenant recovery income
|
47,570
|
|
|
5,593
|
|
|
53,163
|
|
|
46,360
|
|
|
1,933
|
|
|
48,293
|
|
|
1,210
|
|
|
2.6
|
%
|
|
4,870
|
|
|
10.1
|
%
|
||||||||
|
Other property income
|
2,887
|
|
|
97
|
|
|
2,984
|
|
|
3,785
|
|
|
31
|
|
|
3,816
|
|
|
(898
|
)
|
|
(23.7
|
)%
|
|
(832
|
)
|
|
(21.8
|
)%
|
||||||||
|
Total revenues
|
$
|
269,404
|
|
|
$
|
25,449
|
|
|
$
|
294,853
|
|
|
$
|
267,852
|
|
|
$
|
6,919
|
|
|
$
|
274,771
|
|
|
$
|
1,552
|
|
|
0.6
|
%
|
|
$
|
20,082
|
|
|
7.3
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
41,857
|
|
|
$
|
4,000
|
|
|
$
|
45,857
|
|
|
$
|
43,084
|
|
|
$
|
2,288
|
|
|
$
|
45,372
|
|
|
$
|
1,227
|
|
|
2.8
|
%
|
|
$
|
(485
|
)
|
|
(1.1
|
)%
|
|
Real estate taxes
|
28,278
|
|
|
3,271
|
|
|
31,549
|
|
|
26,932
|
|
|
2,554
|
|
|
29,486
|
|
|
(1,346
|
)
|
|
(5.0
|
)%
|
|
(2,063
|
)
|
|
(7.0
|
)%
|
||||||||
|
Total operating expenses
|
$
|
70,135
|
|
|
$
|
7,271
|
|
|
$
|
77,406
|
|
|
$
|
70,016
|
|
|
$
|
4,842
|
|
|
$
|
74,858
|
|
|
$
|
(119
|
)
|
|
(0.2
|
)%
|
|
$
|
(2,548
|
)
|
|
(3.4
|
)%
|
|
Net operating income
|
$
|
199,269
|
|
|
$
|
18,178
|
|
|
$
|
217,447
|
|
|
$
|
197,836
|
|
|
$
|
2,077
|
|
|
$
|
199,913
|
|
|
$
|
1,433
|
|
|
0.7
|
%
|
|
$
|
17,534
|
|
|
8.8
|
%
|
|
Average occupancy for the period
|
93
|
%
|
|
N/A
|
|
|
94
|
%
|
|
94
|
%
|
|
N/A
|
|
|
94
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
648
|
|
|
13
|
|
|
661
|
|
|
648
|
|
|
6
|
|
|
654
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Total Lodging Properties
|
||||||
|
|
For the nine months ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Lodging Properties
|
|
|
|
||||
|
Revenue per available room
|
$
|
96
|
|
|
$
|
91
|
|
|
Average daily rate
|
$
|
130
|
|
|
$
|
124
|
|
|
Occupancy
|
74
|
%
|
|
73
|
%
|
||
|
Gross investment in properties as of September 30
|
$3,163,331
|
|
$2,992,043
|
||||
|
Lodging
|
For the three months ended September 30, 2012
|
|
For the three months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Lodging operating income
|
$
|
132,278
|
|
|
$
|
49,558
|
|
|
$
|
181,836
|
|
|
$
|
126,969
|
|
|
$
|
7,367
|
|
|
$
|
134,336
|
|
|
$
|
5,309
|
|
|
4.2
|
%
|
|
$
|
47,500
|
|
|
35.4
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Lodging operating expenses
|
$
|
83,913
|
|
|
$
|
35,377
|
|
|
$
|
119,290
|
|
|
$
|
81,344
|
|
|
$
|
5,132
|
|
|
$
|
86,476
|
|
|
$
|
(2,569
|
)
|
|
(3.2
|
)%
|
|
$
|
(32,814
|
)
|
|
(37.9
|
)%
|
|
Real estate taxes
|
6,091
|
|
|
1,582
|
|
|
7,673
|
|
|
5,950
|
|
|
270
|
|
|
6,220
|
|
|
(141
|
)
|
|
(2.4
|
)%
|
|
(1,453
|
)
|
|
(23.4
|
)%
|
||||||||
|
Total operating expenses
|
$
|
90,004
|
|
|
$
|
36,959
|
|
|
$
|
126,963
|
|
|
$
|
87,294
|
|
|
$
|
5,402
|
|
|
$
|
92,696
|
|
|
$
|
(2,710
|
)
|
|
(3.1
|
)%
|
|
$
|
(34,267
|
)
|
|
(37.0
|
)%
|
|
Net operating income
|
$
|
42,274
|
|
|
$
|
12,599
|
|
|
$
|
54,873
|
|
|
$
|
39,675
|
|
|
$
|
1,965
|
|
|
$
|
41,640
|
|
|
$
|
2,599
|
|
|
6.6
|
%
|
|
$
|
13,233
|
|
|
31.8
|
%
|
|
Average occupancy for the period
|
76
|
%
|
|
N/A
|
|
|
76
|
%
|
|
76
|
%
|
|
N/A
|
|
|
76
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
79
|
|
|
8
|
|
|
87
|
|
|
79
|
|
|
2
|
|
|
81
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Lodging
|
For the nine months ended September 30, 2012
|
|
For the nine months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Lodging operating income
|
$
|
386,493
|
|
|
$
|
127,625
|
|
|
$
|
514,118
|
|
|
$
|
370,254
|
|
|
$
|
17,631
|
|
|
$
|
387,885
|
|
|
$
|
16,239
|
|
|
4.4
|
%
|
|
$
|
126,233
|
|
|
32.5
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Lodging operating expenses
|
$
|
241,765
|
|
|
$
|
91,442
|
|
|
$
|
333,207
|
|
|
$
|
232,994
|
|
|
$
|
13,131
|
|
|
$
|
246,125
|
|
|
$
|
(8,771
|
)
|
|
(3.8
|
)%
|
|
$
|
(87,082
|
)
|
|
(35.4
|
)%
|
|
Real estate taxes
|
18,362
|
|
|
4,194
|
|
|
22,556
|
|
|
17,668
|
|
|
604
|
|
|
18,272
|
|
|
(694
|
)
|
|
(3.9
|
)%
|
|
(4,284
|
)
|
|
(23.4
|
)%
|
||||||||
|
Total operating expenses
|
$
|
260,127
|
|
|
$
|
95,636
|
|
|
$
|
355,763
|
|
|
$
|
250,662
|
|
|
$
|
13,735
|
|
|
$
|
264,397
|
|
|
$
|
(9,465
|
)
|
|
(3.8
|
)%
|
|
$
|
(91,366
|
)
|
|
(34.6
|
)%
|
|
Net operating income
|
$
|
126,366
|
|
|
$
|
31,989
|
|
|
$
|
158,355
|
|
|
$
|
119,592
|
|
|
$
|
3,896
|
|
|
$
|
123,488
|
|
|
$
|
6,774
|
|
|
5.7
|
%
|
|
$
|
34,867
|
|
|
28.2
|
%
|
|
Average occupancy for the period
|
74
|
%
|
|
N/A
|
|
|
74
|
%
|
|
73
|
%
|
|
N/A
|
|
|
73
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
78
|
|
|
9
|
|
|
87
|
|
|
78
|
|
|
3
|
|
|
81
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Total Office Properties
|
||||||
|
|
As of September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Office Properties
|
|
|
|
||||
|
Physical occupancy
|
93
|
%
|
|
92
|
%
|
||
|
Economic occupancy
|
93
|
%
|
|
92
|
%
|
||
|
Base rent per square foot
|
$
|
15.27
|
|
|
$
|
15.18
|
|
|
Gross investment in properties
|
$1,931,157
|
|
$1,954,856
|
||||
|
Lease Expiration Year
|
Number of Expiring Leases
|
GLA of Expiring Leases (Sq. Ft.)
|
Annualized Base Rent of Expiring Leases ($)
|
Percent of Total GLA
|
Percent of Total Annualized Base Rent
|
Expiring Rent/Square Foot ($)
|
||||
|
2012
|
16
|
|
94,551
|
|
2,106
|
|
1.0%
|
1.3%
|
22.27
|
|
|
2013
|
32
|
|
576,586
|
|
8,536
|
|
6.1%
|
5.3%
|
14.80
|
|
|
2014
|
50
|
|
236,303
|
|
3,925
|
|
2.5%
|
2.4%
|
16.61
|
|
|
2015
|
46
|
|
400,062
|
|
7,842
|
|
4.2%
|
4.9%
|
19.60
|
|
|
2016
|
37
|
|
2,563,098
|
|
41,544
|
|
26.9%
|
25.9%
|
16.21
|
|
|
Thereafter
|
90
|
|
5,653,106
|
|
96,359
|
|
59.3%
|
60.2%
|
17.05
|
|
|
|
271
|
|
9,523,706
|
|
160,312
|
|
100%
|
100%
|
16.83
|
|
|
Office
|
For the three months ended September 30, 2012
|
|
For the three months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
36,067
|
|
|
$
|
0
|
|
|
$
|
36,067
|
|
|
$
|
35,301
|
|
|
$
|
0
|
|
|
$
|
35,301
|
|
|
$
|
766
|
|
|
2.2
|
%
|
|
$
|
766
|
|
|
2.2
|
%
|
|
Straight line income
|
1,246
|
|
|
0
|
|
|
1,246
|
|
|
954
|
|
|
0
|
|
|
954
|
|
|
292
|
|
|
30.6
|
%
|
|
292
|
|
|
30.6
|
%
|
||||||||
|
Tenant recovery income
|
7,040
|
|
|
0
|
|
|
7,040
|
|
|
5,364
|
|
|
0
|
|
|
5,364
|
|
|
1,676
|
|
|
31.2
|
%
|
|
1,676
|
|
|
31.2
|
%
|
||||||||
|
Other property income
|
793
|
|
|
0
|
|
|
793
|
|
|
1,256
|
|
|
0
|
|
|
1,256
|
|
|
(463
|
)
|
|
(36.9
|
)%
|
|
(463
|
)
|
|
(36.9
|
)%
|
||||||||
|
Total revenues
|
$
|
45,146
|
|
|
$
|
0
|
|
|
$
|
45,146
|
|
|
$
|
42,875
|
|
|
$
|
0
|
|
|
$
|
42,875
|
|
|
$
|
2,271
|
|
|
5.3
|
%
|
|
$
|
2,271
|
|
|
5.3
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
7,594
|
|
|
$
|
0
|
|
|
$
|
7,594
|
|
|
$
|
7,638
|
|
|
$
|
0
|
|
|
$
|
7,638
|
|
|
$
|
44
|
|
|
0.6
|
%
|
|
$
|
44
|
|
|
0.6
|
%
|
|
Real estate taxes
|
3,611
|
|
|
0
|
|
|
3,611
|
|
|
2,380
|
|
|
0
|
|
|
2,380
|
|
|
(1,231
|
)
|
|
(51.7
|
)%
|
|
(1,231
|
)
|
|
(51.7
|
)%
|
||||||||
|
Total operating expenses
|
$
|
11,205
|
|
|
$
|
0
|
|
|
$
|
11,205
|
|
|
$
|
10,018
|
|
|
$
|
0
|
|
|
$
|
10,018
|
|
|
$
|
(1,187
|
)
|
|
(11.8
|
)%
|
|
$
|
(1,187
|
)
|
|
(11.8
|
)%
|
|
Net operating income
|
$
|
33,941
|
|
|
$
|
0
|
|
|
$
|
33,941
|
|
|
$
|
32,857
|
|
|
$
|
0
|
|
|
$
|
32,857
|
|
|
$
|
1,084
|
|
|
3.3
|
%
|
|
$
|
1,084
|
|
|
3.3
|
%
|
|
Average occupancy for the period
|
93
|
%
|
|
N/A
|
|
|
93
|
%
|
|
93
|
%
|
|
N/A
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
43
|
|
|
0
|
|
|
43
|
|
|
43
|
|
|
0
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
For the nine months ended September 30, 2012
|
|
For the nine months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
107,598
|
|
|
$
|
0
|
|
|
$
|
107,598
|
|
|
$
|
107,630
|
|
|
$
|
0
|
|
|
$
|
107,630
|
|
|
$
|
(32
|
)
|
|
0.0
|
%
|
|
$
|
(32
|
)
|
|
0.0
|
%
|
|
Straight line income
|
2,988
|
|
|
0
|
|
|
2,988
|
|
|
3,247
|
|
|
0
|
|
|
3,247
|
|
|
(259
|
)
|
|
(8.0
|
)%
|
|
(259
|
)
|
|
(8.0
|
)%
|
||||||||
|
Tenant recovery income
|
20,067
|
|
|
0
|
|
|
20,067
|
|
|
17,545
|
|
|
0
|
|
|
17,545
|
|
|
2,522
|
|
|
14.4
|
%
|
|
2,522
|
|
|
14.4
|
%
|
||||||||
|
Other property income
|
2,486
|
|
|
0
|
|
|
2,486
|
|
|
4,050
|
|
|
0
|
|
|
4,050
|
|
|
(1,564
|
)
|
|
(38.6
|
)%
|
|
(1,564
|
)
|
|
(38.6
|
)%
|
||||||||
|
Total revenues
|
$
|
133,139
|
|
|
$
|
0
|
|
|
$
|
133,139
|
|
|
$
|
132,472
|
|
|
$
|
0
|
|
|
$
|
132,472
|
|
|
$
|
667
|
|
|
0.5
|
%
|
|
$
|
667
|
|
|
0.5
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
21,967
|
|
|
$
|
0
|
|
|
$
|
21,967
|
|
|
$
|
23,156
|
|
|
$
|
0
|
|
|
$
|
23,156
|
|
|
$
|
1,189
|
|
|
5.1
|
%
|
|
$
|
1,189
|
|
|
5.1
|
%
|
|
Real estate taxes
|
10,609
|
|
|
0
|
|
|
10,609
|
|
|
9,165
|
|
|
0
|
|
|
9,165
|
|
|
(1,444
|
)
|
|
(15.8
|
)%
|
|
(1,444
|
)
|
|
(15.8
|
)%
|
||||||||
|
Total operating expenses
|
$
|
32,576
|
|
|
$
|
0
|
|
|
$
|
32,576
|
|
|
$
|
32,321
|
|
|
$
|
0
|
|
|
$
|
32,321
|
|
|
$
|
(255
|
)
|
|
(0.8
|
)%
|
|
$
|
(255
|
)
|
|
(0.8
|
)%
|
|
Net operating income
|
$
|
100,563
|
|
|
$
|
0
|
|
|
$
|
100,563
|
|
|
$
|
100,151
|
|
|
$
|
0
|
|
|
$
|
100,151
|
|
|
$
|
412
|
|
|
0.4
|
%
|
|
$
|
412
|
|
|
0.4
|
%
|
|
Average occupancy for the period
|
93
|
%
|
|
N/A
|
|
|
93
|
%
|
|
93
|
%
|
|
N/A
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
43
|
|
|
0
|
|
|
43
|
|
|
43
|
|
|
0
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Total Industrial Properties
|
||||||
|
|
As of September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
Industrial Properties
|
|
|
|
||||
|
Physical occupancy
|
90
|
%
|
|
90
|
%
|
||
|
Economic occupancy
|
91
|
%
|
|
91
|
%
|
||
|
Base rent per square foot
|
$
|
5.97
|
|
|
$
|
5.77
|
|
|
Gross investment in properties
|
$
|
1,039,184
|
|
|
$
|
1,092,137
|
|
|
Lease Expiration Year
|
Number of Expiring Leases
|
GLA of Expiring Leases (Sq. Ft.)
|
Annualized Base Rent of Expiring Leases ($)
|
Percent of Total GLA
|
Percent of Total Annualized Base Rent
|
Expiring Rent/ Square Foot ($)
|
||||
|
2012
|
10
|
|
365,008
|
|
1,037
|
|
2.6%
|
1.1%
|
2.84
|
|
|
2013
|
11
|
|
1,184,389
|
|
7,250
|
|
8.5%
|
7.9%
|
6.12
|
|
|
2014
|
4
|
|
454,423
|
|
2,572
|
|
3.3%
|
2.8%
|
5.66
|
|
|
2015
|
9
|
|
1,199,103
|
|
4,663
|
|
8.6%
|
5.1%
|
3.89
|
|
|
2016
|
8
|
|
1,573,193
|
|
5,731
|
|
11.3%
|
6.2%
|
3.64
|
|
|
Thereafter
|
40
|
|
9,146,048
|
|
70,845
|
|
65.7%
|
76.9%
|
7.75
|
|
|
|
82
|
|
13,922,164
|
|
92,098
|
|
100.0%
|
100.0%
|
6.62
|
|
|
Industrial
|
For the three months ended September 30, 2012
|
|
For the three months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
20,520
|
|
|
$
|
345
|
|
|
$
|
20,865
|
|
|
$
|
19,627
|
|
|
$
|
65
|
|
|
$
|
19,692
|
|
|
$
|
893
|
|
|
4.5
|
%
|
|
$
|
1,173
|
|
|
6.0
|
%
|
|
Straight line income
|
583
|
|
|
(27
|
)
|
|
556
|
|
|
1,133
|
|
|
(52
|
)
|
|
1,081
|
|
|
(550
|
)
|
|
(48.5
|
)%
|
|
(525
|
)
|
|
(48.6
|
)%
|
||||||||
|
Tenant recovery income
|
620
|
|
|
69
|
|
|
689
|
|
|
481
|
|
|
0
|
|
|
481
|
|
|
139
|
|
|
28.9
|
%
|
|
208
|
|
|
43.2
|
%
|
||||||||
|
Other property income
|
14
|
|
|
1
|
|
|
15
|
|
|
26
|
|
|
501
|
|
|
527
|
|
|
(12
|
)
|
|
(46.2
|
)%
|
|
(512
|
)
|
|
(97.2
|
)%
|
||||||||
|
Total revenues
|
$
|
21,737
|
|
|
$
|
388
|
|
|
$
|
22,125
|
|
|
$
|
21,267
|
|
|
$
|
514
|
|
|
$
|
21,781
|
|
|
$
|
470
|
|
|
2.2
|
%
|
|
$
|
344
|
|
|
1.6
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
878
|
|
|
$
|
74
|
|
|
$
|
952
|
|
|
$
|
996
|
|
|
$
|
2
|
|
|
$
|
998
|
|
|
$
|
118
|
|
|
11.8
|
%
|
|
$
|
46
|
|
|
4.6
|
%
|
|
Real estate taxes
|
670
|
|
|
43
|
|
|
713
|
|
|
647
|
|
|
0
|
|
|
647
|
|
|
(23
|
)
|
|
(3.6
|
)%
|
|
(66
|
)
|
|
(10.2
|
)%
|
||||||||
|
Total operating expenses
|
$
|
1,548
|
|
|
$
|
117
|
|
|
$
|
1,665
|
|
|
$1,643
|
|
$
|
2
|
|
|
$
|
1,645
|
|
|
$
|
95
|
|
|
5.8
|
%
|
|
$
|
(20
|
)
|
|
(1.2
|
)%
|
||
|
Net operating income
|
$
|
20,189
|
|
|
$
|
271
|
|
|
$
|
20,460
|
|
|
$
|
19,624
|
|
|
$
|
512
|
|
|
$
|
20,136
|
|
|
$
|
565
|
|
|
2.9
|
%
|
|
$
|
324
|
|
|
1.6
|
%
|
|
Average occupancy for the period
|
91
|
%
|
|
N/A
|
|
|
91
|
%
|
|
92
|
%
|
|
N/A
|
|
|
91
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
70
|
|
|
2
|
|
|
72
|
|
|
70
|
|
|
1
|
|
|
71
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Industrial
|
For the nine months ended September 30, 2012
|
|
For the nine months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
60,186
|
|
|
$
|
2,432
|
|
|
$
|
62,618
|
|
|
$
|
59,065
|
|
|
$
|
569
|
|
|
$
|
59,634
|
|
|
$
|
1,121
|
|
|
1.9
|
%
|
|
$
|
2,984
|
|
|
5.0
|
%
|
|
Straight line income
|
1,756
|
|
|
(9
|
)
|
|
1,747
|
|
|
3,203
|
|
|
32
|
|
|
3,235
|
|
|
(1,447
|
)
|
|
(45.2
|
)%
|
|
(1,488
|
)
|
|
(46.0
|
)%
|
||||||||
|
Tenant recovery income
|
2,219
|
|
|
571
|
|
|
2,790
|
|
|
1,597
|
|
|
120
|
|
|
1,717
|
|
|
622
|
|
|
38.9
|
%
|
|
1,073
|
|
|
62.5
|
%
|
||||||||
|
Other property income
|
279
|
|
|
60
|
|
|
339
|
|
|
154
|
|
|
753
|
|
|
907
|
|
|
125
|
|
|
81.2
|
%
|
|
(568
|
)
|
|
(62.6
|
)%
|
||||||||
|
Total revenues
|
$
|
64,440
|
|
|
$
|
3,054
|
|
|
$
|
67,494
|
|
|
$
|
64,019
|
|
|
$
|
1,474
|
|
|
$
|
65,493
|
|
|
$
|
421
|
|
|
0.7
|
%
|
|
$
|
2,001
|
|
|
3.1
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
3,140
|
|
|
$
|
420
|
|
|
$
|
3,560
|
|
|
$
|
3,512
|
|
|
$
|
206
|
|
|
$
|
3,718
|
|
|
$
|
372
|
|
|
10.6
|
%
|
|
$
|
158
|
|
|
4.2
|
%
|
|
Real estate taxes
|
2,551
|
|
|
300
|
|
|
2,851
|
|
|
1,590
|
|
|
190
|
|
|
1,780
|
|
|
(961
|
)
|
|
(60.4
|
)%
|
|
(1,071
|
)
|
|
(60.2
|
)%
|
||||||||
|
Total Operating expenses
|
$
|
5,691
|
|
|
$
|
720
|
|
|
$
|
6,411
|
|
|
$
|
5,102
|
|
|
$
|
396
|
|
|
$
|
5,498
|
|
|
$
|
(589
|
)
|
|
(11.5
|
)%
|
|
$
|
(913
|
)
|
|
(16.6
|
)%
|
|
Net operating income
|
$
|
58,749
|
|
|
$
|
2,334
|
|
|
$
|
61,083
|
|
|
$
|
58,917
|
|
|
$
|
1,078
|
|
|
$
|
59,995
|
|
|
$
|
(168
|
)
|
|
(0.3
|
)%
|
|
$
|
1,088
|
|
|
1.8
|
%
|
|
Average occupancy for the period
|
91
|
%
|
|
N/A
|
|
|
91
|
%
|
|
92
|
%
|
|
N/A
|
|
|
91
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
69
|
|
|
3
|
|
|
72
|
|
|
69
|
|
|
2
|
|
|
71
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Total Multi-family Properties
|
||||||
|
|
As of September 30, 2012
|
||||||
|
|
2012
|
|
2011
|
||||
|
Multi-Family Properties
|
|
|
|
||||
|
Economic occupancy
|
92
|
%
|
|
93
|
%
|
||
|
End of month scheduled base rent per unit per month
|
$
|
863
|
|
|
$
|
859
|
|
|
Gross investment in properties
|
$
|
849,120
|
|
|
$
|
899,002
|
|
|
Multi-family
|
For the three months ended September 30, 2012
|
|
For the three months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
21,046
|
|
|
$
|
1,744
|
|
|
$
|
22,790
|
|
|
$
|
19,860
|
|
|
$
|
0
|
|
|
$
|
19,860
|
|
|
$
|
1,186
|
|
|
6.0
|
%
|
|
$
|
2,930
|
|
|
14.8
|
%
|
|
Straight line income
|
39
|
|
|
(2
|
)
|
|
37
|
|
|
4
|
|
|
19
|
|
|
23
|
|
|
35
|
|
|
875.0
|
%
|
|
14
|
|
|
60.9
|
%
|
||||||||
|
Tenant recovery income
|
107
|
|
|
0
|
|
|
107
|
|
|
114
|
|
|
0
|
|
|
114
|
|
|
(7
|
)
|
|
(6.1
|
)%
|
|
(7
|
)
|
|
(6.1
|
)%
|
||||||||
|
Other property income
|
1,795
|
|
|
522
|
|
|
2,317
|
|
|
1,686
|
|
|
1
|
|
|
1,687
|
|
|
109
|
|
|
6.5
|
%
|
|
630
|
|
|
37.3
|
%
|
||||||||
|
Total revenues
|
$
|
22,987
|
|
|
$
|
2,264
|
|
|
$
|
25,251
|
|
|
$
|
21,664
|
|
|
$
|
20
|
|
|
$
|
21,684
|
|
|
$
|
1,323
|
|
|
6.1
|
%
|
|
$
|
3,567
|
|
|
16.4
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
8,953
|
|
|
$
|
238
|
|
|
$
|
9,191
|
|
|
$
|
8,957
|
|
|
$
|
(262
|
)
|
|
$
|
8,695
|
|
|
$
|
4
|
|
|
0.0
|
%
|
|
$
|
(496
|
)
|
|
(5.7
|
)%
|
|
Real estate taxes
|
2,400
|
|
|
120
|
|
|
2,520
|
|
|
2,200
|
|
|
125
|
|
|
2,325
|
|
|
(200
|
)
|
|
(9.1
|
)%
|
|
(195
|
)
|
|
(8.4
|
)%
|
||||||||
|
Total operating expenses
|
$
|
11,353
|
|
|
$
|
358
|
|
|
$
|
11,711
|
|
|
$
|
11,157
|
|
|
$
|
(137
|
)
|
|
$
|
11,020
|
|
|
$
|
(196
|
)
|
|
(1.8
|
)%
|
|
$
|
(691
|
)
|
|
(6.3
|
)%
|
|
Net operating income
|
$
|
11,634
|
|
|
$
|
1,906
|
|
|
$
|
13,540
|
|
|
$
|
10,507
|
|
|
$
|
157
|
|
|
$
|
10,664
|
|
|
$
|
1,127
|
|
|
10.7
|
%
|
|
$
|
2,876
|
|
|
27.0
|
%
|
|
Average occupancy for the period
|
90
|
%
|
|
N/A
|
|
|
92
|
%
|
|
91
|
%
|
|
N/A
|
|
|
91
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
23
|
|
|
2
|
|
|
25
|
|
|
23
|
|
|
0
|
|
|
23
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Multi-family
|
For the nine months ended September 30, 2012
|
|
For the nine months ended September 30, 2011
|
|
Same Store Portfolio Change Favorable/
(Unfavorable)
|
|
Total Segment Change Favorable/
(Unfavorable)
|
||||||||||||||||||||||||||||||
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Same Store Segment
|
|
Non-Same Store
|
|
Total Segment
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Rental income
|
$
|
62,517
|
|
|
$
|
1,744
|
|
|
$
|
64,261
|
|
|
$
|
58,437
|
|
|
$
|
0
|
|
|
$
|
58,437
|
|
|
$
|
4,080
|
|
|
7.0
|
%
|
|
$
|
5,824
|
|
|
10.0
|
%
|
|
Straight line income
|
206
|
|
|
(10
|
)
|
|
196
|
|
|
102
|
|
|
18
|
|
|
120
|
|
|
104
|
|
|
102.0
|
%
|
|
76
|
|
|
63.3
|
%
|
||||||||
|
Tenant recovery income
|
355
|
|
|
0
|
|
|
355
|
|
|
349
|
|
|
0
|
|
|
349
|
|
|
6
|
|
|
1.7
|
%
|
|
6
|
|
|
1.7
|
%
|
||||||||
|
Other property income
|
5,021
|
|
|
1,138
|
|
|
6,159
|
|
|
5,061
|
|
|
2
|
|
|
5,063
|
|
|
(40
|
)
|
|
(0.8
|
)%
|
|
1,096
|
|
|
21.6
|
%
|
||||||||
|
Total revenues
|
$
|
68,099
|
|
|
$
|
2,872
|
|
|
$
|
70,971
|
|
|
$
|
63,949
|
|
|
$
|
20
|
|
|
$
|
63,969
|
|
|
$
|
4,150
|
|
|
6.5
|
%
|
|
$
|
7,002
|
|
|
10.9
|
%
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Property operating expenses
|
$
|
24,881
|
|
|
$
|
420
|
|
|
$
|
25,301
|
|
|
$
|
24,736
|
|
|
$
|
(762
|
)
|
|
$
|
23,974
|
|
|
$
|
(145
|
)
|
|
(0.6
|
)%
|
|
$
|
(1,327
|
)
|
|
(5.5
|
)%
|
|
Real estate taxes
|
7,376
|
|
|
341
|
|
|
7,717
|
|
|
6,915
|
|
|
375
|
|
|
7,290
|
|
|
(461
|
)
|
|
(6.7
|
)%
|
|
(427
|
)
|
|
(5.9
|
)%
|
||||||||
|
Total operating expenses
|
$
|
32,257
|
|
|
$
|
761
|
|
|
$
|
33,018
|
|
|
$
|
31,651
|
|
|
$
|
(387
|
)
|
|
$
|
31,264
|
|
|
$
|
(606
|
)
|
|
(1.9
|
)%
|
|
$
|
(1,754
|
)
|
|
(5.6
|
)%
|
|
Net operating income
|
$
|
35,842
|
|
|
$
|
2,111
|
|
|
$
|
37,953
|
|
|
$
|
32,298
|
|
|
$
|
407
|
|
|
$
|
32,705
|
|
|
$
|
3,544
|
|
|
11.0
|
%
|
|
$
|
5,248
|
|
|
16.0
|
%
|
|
Average occupancy for the period
|
93
|
%
|
|
N/A
|
|
|
94
|
%
|
|
92
|
%
|
|
N/A
|
|
|
92
|
%
|
|
|
|
|
|
|
|
|
||||||||||||
|
Number of Properties
|
23
|
|
|
2
|
|
|
25
|
|
|
23
|
|
|
0
|
|
|
23
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Name
|
Location
(City, State)
|
Property Type
|
Square Feet
|
Total Costs Incurred to Date ($)
|
Total Estimated Costs ($) (a)
|
Remaining Costs to be Funded by Inland American ($) (b)
|
Note Payable as of September 30, 2012 ($)
|
Estimated Placed in Service Date (c)
|
|||||
|
Woodbridge
|
Wylie, TX
|
Retail
|
519,745
|
|
18,076
|
|
55,719
|
|
0
|
|
17,920
|
|
(e)
|
|
Cityville/Cityplace
|
Dallas, TX
|
Multi-family
|
356 units
|
|
49,737
|
|
60,615
|
|
0
|
|
14,543
|
|
Q1 2013 (d)
|
|
UH at Fullerton
|
Fullerton, CA
|
Student Housing
|
1,198 beds
|
|
112,639
|
|
150,289
|
|
0
|
|
50,432
|
|
Q3 2013 (d)
|
|
(a)
|
The Total Estimated Costs represent 100% of the development’s estimated costs, including the acquisition cost of the land and building, if any. The Total Estimated Costs are subject to change upon, or prior to, the completion of the development and include amounts required to lease the property.
|
|
(b)
|
We anticipate funding remaining development through construction financing secured by the properties.
|
|
(c)
|
The Estimated Placed in Service Date represents the date the certificate of occupancy is currently anticipated to be obtained. Subsequent to obtaining the certificate of occupancy, each property will go through a lease-up period.
|
|
(d)
|
Leasing activities related to multi-family properties do not begin until six to nine months prior to the placed in service date.
|
|
(e)
|
Woodbridge is a retail shopping center and development is planned to be completed in phases. During the three months ended 2012, we placed a parcel in service for $13,300. As the construction and lease-up of individual phases are completed, the respective phase will be placed in service resulting in a range of estimated placed in service dates through 2016. The initial phase of the Woodbridge development was pre-leased at 91% as of
September 30, 2012
. The percentage pre-leased represents the percentage of square feet leased of the total square footage built or under construction.
|
|
•
|
to pay our expenses and the operating expenses of our properties;
|
|
•
|
to make distributions to our stockholders;
|
|
•
|
to service or pay-down our debt;
|
|
•
|
to fund capital expenditures;
|
|
•
|
to invest in properties;
|
|
•
|
to fund joint ventures and development investments; and
|
|
•
|
to fund our share repurchase program.
|
|
•
|
income earned on our investment properties;
|
|
•
|
interest income on investments and dividend and gain on sale income earned on our investment in marketable securities;
|
|
•
|
distributions from our joint venture investments;
|
|
•
|
proceeds from sales of properties;
|
|
•
|
proceeds from borrowings on properties; and
|
|
•
|
issuance of shares under our distribution reinvestment plan.
|
|
|
Nine months ended
|
|
Twelve months ended
|
||||||||||||||||
|
|
September 30, 2012
|
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||
|
Cash flow provided by operations
|
$
|
352,338
|
|
|
$
|
397,949
|
|
$
|
356,660
|
|
$
|
369,031
|
|
$
|
384,365
|
|
$
|
263,420
|
|
|
Distributions from unconsolidated entities
|
$
|
27,198
|
|
|
$
|
33,954
|
|
$
|
31,737
|
|
$
|
32,081
|
|
$
|
41,704
|
|
$
|
0
|
|
|
Gain on sales of properties (1)
|
$
|
29,677
|
|
|
$
|
6,141
|
|
$
|
55,412
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
Distributions declared
|
$
|
(329,124
|
)
|
|
$
|
(429,599
|
)
|
$
|
(417,885
|
)
|
$
|
(405,337
|
)
|
$
|
(418,694
|
)
|
$
|
(242,606
|
)
|
|
Excess (deficiency)
|
$
|
80,089
|
|
|
$
|
8,445
|
|
$
|
25,924
|
|
$
|
(4,225
|
)
|
$
|
7,375
|
|
$
|
20,814
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
|
March 31, 2012
|
June 30, 2012
|
September 30, 2012
|
|
September 30, 2012
|
||||||||
|
Cash flow provided by operations
|
$
|
85,925
|
|
$
|
156,846
|
|
$
|
109,567
|
|
|
$
|
352,338
|
|
|
Distributions from unconsolidated entities
|
3,093
|
|
6,342
|
|
17,763
|
|
|
27,198
|
|
||||
|
Gain on sales of properties
|
0
|
|
1,851
|
|
27,826
|
|
|
29,677
|
|
||||
|
Distributions declared
|
(109,217
|
)
|
(109,641
|
)
|
(110,266
|
)
|
|
(329,124
|
)
|
||||
|
Excess (deficiency)
|
$
|
(20,199
|
)
|
$
|
55,398
|
|
$
|
44,890
|
|
|
$
|
80,089
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
|
March 31, 2011
|
June 30, 2011
|
September 30, 2011
|
|
September 30, 2011
|
||||||||
|
Cash flow provided by operations
|
$
|
77,302
|
|
$
|
118,381
|
|
$
|
107,000
|
|
|
$
|
302,683
|
|
|
Distributions from unconsolidated entities
|
9,540
|
|
4,691
|
|
11,691
|
|
|
25,922
|
|
||||
|
Gain on sales of properties (1)
|
0
|
|
1,210
|
|
(906
|
)
|
|
304
|
|
||||
|
Distributions declared
|
(106,320
|
)
|
(107,069
|
)
|
(107,760
|
)
|
|
(321,149
|
)
|
||||
|
Excess (deficiency)
|
$
|
(19,478
|
)
|
$
|
17,213
|
|
$
|
10,025
|
|
|
$
|
7,760
|
|
|
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
||||||||
|
Maturing debt :
|
|
|
|
|
|
|
|
||||||||
|
Fixed rate debt (mortgage loans)
|
$
|
37,070
|
|
534,920
|
|
247,706
|
|
423,191
|
|
679,614
|
|
2,623,764
|
|
4,546,265
|
|
|
Variable rate debt (mortgage loans)
|
$
|
142,997
|
|
401,083
|
|
399,862
|
|
262,205
|
|
52,464
|
|
124,882
|
|
1,383,493
|
|
|
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
||||||||
|
Fixed rate debt (mortgage loans)
|
9.33
|
%
|
5.69
|
%
|
5.50
|
%
|
5.59
|
%
|
5.56
|
%
|
5.83
|
%
|
|
||
|
Variable rate debt (mortgage loans)
|
2.73
|
%
|
3.05
|
%
|
3.16
|
%
|
3.15
|
%
|
3.14
|
%
|
3.78
|
%
|
|
||
|
|
Nine months ended September 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In thousands)
|
||||||
|
Cash provided by operating activities
|
$
|
352,338
|
|
|
$
|
302,683
|
|
|
Cash used in investing activities
|
$
|
(27,887
|
)
|
|
$
|
(263,395
|
)
|
|
Cash used in financing activities
|
$
|
(212,109
|
)
|
|
$
|
(51,092
|
)
|
|
Increase (decrease) in cash and cash equivalents
|
$
|
112,342
|
|
|
$
|
(11,804
|
)
|
|
Cash and cash equivalents, at beginning of period
|
$
|
218,163
|
|
|
$
|
267,707
|
|
|
Cash and cash equivalents, at end of period
|
$
|
330,505
|
|
|
$
|
255,903
|
|
|
Joint Venture
|
Ownership %
|
|
Investment at
September 30, 2012
|
|||
|
Cobalt Industrial REIT II
|
36
|
%
|
|
$
|
110,986
|
|
|
D.R. Stephens Institutional Fund, LLC
|
90
|
%
|
|
37,825
|
|
|
|
Brixmor/IA JV, LLC
|
(a)
|
|
|
95,252
|
|
|
|
Other Unconsolidated Joint Ventures
|
Various
|
|
|
36,823
|
|
|
|
|
|
|
$
|
280,886
|
|
|
|
(a)
|
We have preferred membership interest and are entitled to a 11% preferred dividend in Brixmor/IA JV, LLC.
|
|
|
As of
September 30, 2012
|
|
As of
December 31, 2011
|
||||
|
Balance Sheet Data:
|
|
|
|
||||
|
Total assets
|
$
|
10,836,423
|
|
|
$
|
10,919,190
|
|
|
Mortgages, notes and margins payable, net
|
$
|
6,029,080
|
|
|
$
|
5,902,712
|
|
|
|
For the nine months ended
|
||||||
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
Operating Data:
|
|
|
|
||||
|
Total income
|
$
|
1,080,575
|
|
|
$
|
924,590
|
|
|
Total interest and dividend income
|
$
|
17,043
|
|
|
$
|
17,095
|
|
|
Net loss attributable to Company
|
$
|
(65,771
|
)
|
|
$
|
(134,065
|
)
|
|
Net loss per common share, basic and diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
Common Stock Distributions:
|
|
|
|
||||
|
Distributions declared to common stockholders
|
$
|
329,124
|
|
|
$
|
321,149
|
|
|
Distributions per weighted average common share
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
Funds from Operations:
|
|
|
|
||||
|
Funds from operations (a)
|
$
|
345,669
|
|
|
$
|
327,583
|
|
|
Cash Flow Data:
|
|
|
|
||||
|
Cash flows used by operating activities
|
$
|
352,338
|
|
|
$
|
302,683
|
|
|
Cash flows used in investing activities
|
$
|
(27,887
|
)
|
|
$
|
(263,395
|
)
|
|
Cash flow used in financing activities
|
$
|
(212,109
|
)
|
|
$
|
(51,092
|
)
|
|
Other Information:
|
|
|
|
||||
|
Weighted average number of common shares outstanding, basic and diluted
|
877,280,730
|
|
|
855,810,167
|
|
||
|
(a)
|
Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts or NAREIT, an industry trade group, has promulgated a standard known as “Funds from Operations, or “FFO”, which it believes reflects the operating performance of a REIT. As defined by NAREIT, FFO means net income computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization and impairment charges on depreciable property and after adjustments for unconsolidated partnerships and joint ventures in which we hold an interest. In calculating FFO, impairment charges of depreciable real estate assets are added back even though the impairment charge may represent a permanent decline in value due to decreased operating performance of the applicable property. Further, because gains and losses from sales of property are excluded from FFO, it is consistent and appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be excluded. If evidence exists that a loss reflected in the investment of an unconsolidated entity is due to the write-down of depreciable real estate assets, these impairment charges are added back to FFO. The methodology is consistent with the concept of excluding impairment charges of depreciable assets or early recognition of losses on sale of depreciable real estate assets held by the Company.
|
|
|
|
For the nine months ended September 30,
|
|||||
|
|
|
2012
|
|
2011
|
|||
|
|
Net loss attributable to Company
|
$
|
(65,771
|
)
|
|
(134,065
|
)
|
|
Add:
|
Depreciation and amortization related to investment properties
|
331,863
|
|
|
327,879
|
|
|
|
|
Depreciation and amortization related to investment in unconsolidated entities
|
33,937
|
|
|
43,405
|
|
|
|
|
Provision for asset impairment
|
63,520
|
|
|
21,165
|
|
|
|
|
Provision for asset impairment included in discontinued operations
|
3,368
|
|
|
77,059
|
|
|
|
|
Impairment of investment in unconsolidated entities
|
4,200
|
|
|
0
|
|
|
|
|
Impairment reflected in equity in earnings of unconsolidated entities
|
470
|
|
|
5,399
|
|
|
|
|
Gain on sale of property reflected in net income attributed to noncontrolling interest
|
4,601
|
|
|
0
|
|
|
|
|
Loss from sales of investment in unconsolidated entity
|
1,556
|
|
|
0
|
|
|
|
|
|
|
|
|
|||
|
Less:
|
Gains from property sales and transfer of assets
|
29,677
|
|
|
304
|
|
|
|
|
Gains from property sales reflected in equity in earnings of unconsolidated entities
|
2,398
|
|
|
11,141
|
|
|
|
|
Noncontrolling interest share of depreciation and amortization related to investment properties
|
0
|
|
|
1,814
|
|
|
|
|
Funds from operations
|
$
|
345,669
|
|
|
327,583
|
|
|
|
For the nine months ended September 30,
|
|||||
|
|
2012
|
|
2011
|
|||
|
Conversion of note receivable to equity interest
|
$
|
0
|
|
|
(17,150
|
)
|
|
Payments of note receivable previously impaired
|
$
|
0
|
|
|
(2,422
|
)
|
|
Impairment on securities
|
$
|
1,899
|
|
|
24,356
|
|
|
(Gain) loss on extinguishment of debt
|
$
|
238
|
|
|
(678
|
)
|
|
(Gain) on extinguishment of debt reflected in equity in earnings of unconsolidated entities
|
$
|
(2,418
|
)
|
|
0
|
|
|
Straight-line rental income
|
$
|
(8,557
|
)
|
|
(10,457
|
)
|
|
Amortization of above/below market leases
|
$
|
(1,622
|
)
|
|
(1,015
|
)
|
|
Amortization of mark to market debt discounts
|
$
|
4,807
|
|
|
6,488
|
|
|
Acquisition costs
|
$
|
1,510
|
|
|
1,254
|
|
|
|
|
|
Hypothetical 10% Decrease in
|
Hypothetical 10% Increase in
|
||||
|
|
Cost
|
Fair Value
|
Market Value
|
Market Value
|
||||
|
Equity securities
|
$
|
222,765
|
|
$
|
294,180
|
|
$264,762
|
$323,598
|
|
|
Total Number of Shares Repurchased
|
Average Price Paid per Share
|
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||
|
July 2012
|
1,603,312
|
|
$7.22
|
1,603,312
|
|
(1)
|
||
|
August 2012
|
0
|
|
0
|
|
0
|
|
(1)
|
|
|
September 2012
|
0
|
|
0
|
|
0
|
|
(1)
|
|
|
|
1,603,312
|
|
|
$7.22
|
|
1,603,312
|
|
(1)
|
|
|
/s/ Thomas P. McGuinness
|
|
/s/ Jack Potts
|
|
By:
|
Thomas P. McGuinness
|
By:
|
Jack Potts
|
|
|
President
|
|
Treasurer and principal financial officer
|
|
Date:
|
November 9, 2012
|
Date:
|
November 9, 2012
|
|
EXHIBIT NO.
|
DESCRIPTION
|
|
3.1
|
Sixth Articles of Amendment and Restatement of Inland American Real Estate Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 26, 2010)
|
|
3.2
|
Amended and Restated Bylaws of Inland American Real Estate Trust, Inc., effective as of April 1, 2008 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on April 1, 2008), as amended by the Amendment to the Amended and Restated Bylaws of Inland American Real Estate Trust, Inc., effective as of January 20, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the Securities and Exchange Commission on January 23, 2009)
|
|
4.1
|
Second Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 23, 2010)
|
|
4.2
|
Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by the Registrant with the Securities and Exchange Commission on July 31, 2007 (file number 333-139504))
|
|
10.1
|
Letter Agreement, dated May 4, 2012, from Inland American Business Manager & Advisor, Inc. to Inland
American Real Estate Trust, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on May 7, 2012)
|
|
10.2
|
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust, Inc. and Inland American Apartment Management LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
|
|
10.3
|
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust, Inc. and Inland American Industrial Management LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
|
|
10.4
|
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust, Inc. and Inland American Office Management LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
|
|
10.5
|
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust, Inc. and Inland American Retail Management LLC (incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
|
|
31.1
|
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
31.2
|
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
32.1
|
Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
32.2
|
Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
101
|
The following financial information from our Quarterly Report on Form 10-Q for the period ended September 30, 2012, filed with the Securities and Exchange Commission on November 9, 2012, is formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Other Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).**
|
|
**
|
The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|