![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rouse Properties, Inc. (delisted) | NYSE:RSE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.27 | 0 | 01:00:00 |
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
90-0750824
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
1114 Avenue of the Americas, Suite 2800, New York, NY
|
|
10036
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
PAGE
NUMBER
|
Part I
|
FINANCIAL INFORMATION
|
|
|
|
Item 1.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
|
|
|
Part II
|
OTHER INFORMATION
|
|
|
|
Item 1.
|
||
|
Item 1A.
|
||
|
Item 2.
|
||
|
Item 3.
|
||
|
Item 4.
|
||
|
Item 5.
|
||
|
Item 6.
|
||
|
|||
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
|
(In thousands)
|
||||||
Assets:
|
|
|
|
|
|
|
||
Investment in real estate:
|
|
|
|
|
|
|
||
Land
|
|
$
|
427,952
|
|
|
$
|
428,157
|
|
Buildings and equipment
|
|
2,180,341
|
|
|
2,151,443
|
|
||
Less accumulated depreciation
|
|
(257,953
|
)
|
|
(239,091
|
)
|
||
Net investment in real estate
|
|
2,350,340
|
|
|
2,340,509
|
|
||
Cash and cash equivalents
|
|
6,516
|
|
|
5,420
|
|
||
Restricted cash
|
|
32,752
|
|
|
34,568
|
|
||
Accounts receivable, net
|
|
43,434
|
|
|
43,196
|
|
||
Deferred expenses, net
|
|
45,975
|
|
|
44,859
|
|
||
Prepaid expenses and other assets, net
|
|
44,540
|
|
|
49,034
|
|
||
Total assets
|
|
$
|
2,523,557
|
|
|
$
|
2,517,586
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||
Mortgages, notes and loans payable, net
|
|
$
|
1,735,926
|
|
|
$
|
1,694,841
|
|
Accounts payable and accrued expenses, net
|
|
127,992
|
|
|
147,288
|
|
||
Total liabilities
|
|
1,863,918
|
|
|
1,842,129
|
|
||
|
|
|
|
|
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
|
|
|
|
|
||||
Mezzanine Equity:
|
|
|
|
|
||||
Non-controlling interest in Operating Partnership
|
|
141,965
|
|
|
140,953
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
|
|
||
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at March 31, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value; 500,000,000 shares authorized, 58,287,506 issued and 57,882,048 outstanding at March 31, 2016 and 58,097,933 issued and 57,797,475 outstanding at December 31, 2015
|
|
581
|
|
|
581
|
|
||
Additional paid-in capital
|
|
643,203
|
|
|
643,828
|
|
||
Accumulated deficit
|
|
(131,264
|
)
|
|
(121,182
|
)
|
||
Accumulated other comprehensive loss
|
|
(4,257
|
)
|
|
(65
|
)
|
||
Treasury stock, at cost, $0.01 par value, 343,055 shares at March 31, 2016 and 238,055 shares at December 31, 2015
|
|
(5,073
|
)
|
|
(3,509
|
)
|
||
Total stockholders' equity
|
|
503,190
|
|
|
519,653
|
|
||
Non-controlling interest
|
|
14,484
|
|
|
14,851
|
|
||
Total equity
|
|
517,674
|
|
|
534,504
|
|
||
Total liabilities, mezzanine equity and equity
|
|
$
|
2,523,557
|
|
|
$
|
2,517,586
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except per share amounts)
|
||||||
Revenues:
|
|
|
|
|
|
||
Minimum rents
|
$
|
56,265
|
|
|
$
|
51,534
|
|
Tenant recoveries
|
20,843
|
|
|
19,949
|
|
||
Overage rents
|
1,744
|
|
|
1,590
|
|
||
Other
|
1,780
|
|
|
1,488
|
|
||
Total revenues
|
80,632
|
|
|
74,561
|
|
||
Expenses:
|
|
|
|
|
|
||
Property operating costs
|
16,959
|
|
|
16,875
|
|
||
Real estate taxes
|
7,032
|
|
|
7,474
|
|
||
Property maintenance costs
|
2,899
|
|
|
3,385
|
|
||
Marketing
|
421
|
|
|
389
|
|
||
Provision for doubtful accounts
|
613
|
|
|
497
|
|
||
General and administrative
|
6,839
|
|
|
6,470
|
|
||
Provision for impairment
|
—
|
|
|
2,900
|
|
||
Depreciation and amortization
|
26,348
|
|
|
25,986
|
|
||
Other
|
11,361
|
|
|
2,159
|
|
||
Total operating expenses
|
72,472
|
|
|
66,135
|
|
||
Operating income
|
8,160
|
|
|
8,426
|
|
||
|
|
|
|
||||
Interest income
|
4
|
|
|
13
|
|
||
Interest expense
|
(17,953
|
)
|
|
(19,151
|
)
|
||
Gain on extinguishment of debt
|
—
|
|
|
22,840
|
|
||
(Loss) income before income taxes and gain on sale of real estate assets
|
(9,789
|
)
|
|
12,128
|
|
||
Provision for income taxes
|
(158
|
)
|
|
(236
|
)
|
||
(Loss) income before gain on sale of real estate assets
|
(9,947
|
)
|
|
11,892
|
|
||
Gain on sale of real estate assets
|
—
|
|
|
32,509
|
|
||
Net (loss) income
|
(9,947
|
)
|
|
44,401
|
|
||
Net (income) loss attributable to non-controlling interests
|
(135
|
)
|
|
6
|
|
||
Net (loss) income attributable to Rouse Properties Inc.
|
(10,082
|
)
|
|
44,407
|
|
||
Preferred distributions
|
(1,750
|
)
|
|
—
|
|
||
Net (loss) income allocable to common shareholders
|
$
|
(11,832
|
)
|
|
$
|
44,407
|
|
|
|
|
|
||||
Per common share data:
|
|
|
|
||||
Net (loss) income per share allocable to common shareholders
|
|
|
|
||||
Basic
|
$
|
(0.21
|
)
|
|
$
|
0.77
|
|
Diluted
|
$
|
(0.21
|
)
|
|
$
|
0.76
|
|
|
|
|
|
||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Net (loss) income
|
$
|
(9,947
|
)
|
|
$
|
44,401
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Net unrealized loss on financial instruments
|
(4,192
|
)
|
|
(406
|
)
|
||
Comprehensive (loss) income
|
$
|
(14,139
|
)
|
|
$
|
43,995
|
|
|
Common
Stock (shares)
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock, at cost
|
|
Non-controlling Interest
|
|
Total
Equity
|
|||||||||||||||
|
(In thousands, except share amounts)
|
|||||||||||||||||||||||||||||
Balance at December 31, 2014
|
57,743,981
|
|
|
$
|
578
|
|
|
$
|
679,275
|
|
|
$
|
(162,881
|
)
|
|
$
|
(482
|
)
|
|
$
|
—
|
|
|
$
|
16,845
|
|
|
$
|
533,335
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
44,407
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
44,401
|
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
|
—
|
|
|
—
|
|
|
(406
|
)
|
|||||||
Dividends to common shareholders ($0.18 per share for Q1 dividend)
|
—
|
|
|
—
|
|
|
(10,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,410
|
)
|
|||||||
Issuance and amortization of stock compensation
|
53,550
|
|
|
—
|
|
|
865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
865
|
|
|||||||
Exercise of options
|
34,248
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|||||||
Net assets attributable to Non-Controlling Interest (as a result of Business Combination)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|||||||
Issuance of shares under Employee Stock Purchase Plan ("ESPP")
|
1,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at March 31, 2015
|
57,833,216
|
|
|
$
|
578
|
|
|
$
|
670,283
|
|
|
$
|
(118,474
|
)
|
|
$
|
(888
|
)
|
|
$
|
—
|
|
|
$
|
16,884
|
|
|
$
|
568,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2015
|
57,797,475
|
|
|
$
|
581
|
|
|
$
|
643,828
|
|
|
$
|
(121,182
|
)
|
|
$
|
(65
|
)
|
|
$
|
(3,509
|
)
|
|
$
|
14,851
|
|
|
$
|
534,504
|
|
Net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,082
|
)
|
|
—
|
|
|
—
|
|
|
135
|
|
|
(9,947
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,192
|
)
|
|
—
|
|
|
—
|
|
|
(4,192
|
)
|
|||||||
Purchase of treasury stock
|
(105,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
|
—
|
|
|
(1,564
|
)
|
|||||||
Preferred distributions
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,750
|
)
|
|||||||
Issuance and amortization of stock compensation
|
169,910
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
|||||||
Exercise of options
|
18,567
|
|
|
—
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
303
|
|
|||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(502
|
)
|
|||||||
Issuance of shares under Employee Stock Purchase Plan ("ESPP")
|
1,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at March 31, 2016
|
57,882,048
|
|
|
$
|
581
|
|
|
$
|
643,203
|
|
|
$
|
(131,264
|
)
|
|
$
|
(4,257
|
)
|
|
$
|
(5,073
|
)
|
|
$
|
14,484
|
|
|
$
|
517,674
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
Net (loss) income
|
$
|
(9,947
|
)
|
|
$
|
44,401
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||
Provision for doubtful accounts
|
613
|
|
|
497
|
|
||
Depreciation
|
23,585
|
|
|
23,715
|
|
||
Amortization
|
2,763
|
|
|
2,271
|
|
||
Amortization/write-off of deferred financing costs
|
901
|
|
|
899
|
|
||
Amortization/write-off of debt market rate adjustments
|
(333
|
)
|
|
(9
|
)
|
||
Amortization of above/below market leases and tenant inducements
|
8
|
|
|
2,498
|
|
||
Straight-line rent amortization
|
(811
|
)
|
|
42
|
|
||
Stock based compensation
|
822
|
|
|
865
|
|
||
Provision for impairment
|
—
|
|
|
2,900
|
|
||
Gain on extinguishment of debt
|
—
|
|
|
(22,840
|
)
|
||
Gain on sale of real estate assets
|
—
|
|
|
(32,509
|
)
|
||
Net changes:
|
|
|
|
|
|
||
Accounts receivable
|
(40
|
)
|
|
380
|
|
||
Prepaid expenses and other assets
|
1,313
|
|
|
1,581
|
|
||
Deferred expenses
|
(3,874
|
)
|
|
(2,889
|
)
|
||
Restricted cash
|
(1,435
|
)
|
|
(1,536
|
)
|
||
Accounts payable and accrued expenses
|
1,080
|
|
|
(1,779
|
)
|
||
Net cash provided by operating activities
|
14,645
|
|
|
18,487
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Acquisition of investments in real estate
|
—
|
|
|
(48,000
|
)
|
||
Proceeds from sale of property, net
|
205
|
|
|
90,197
|
|
||
Development, building and tenant improvements
|
(44,582
|
)
|
|
(27,388
|
)
|
||
Restricted cash
|
3,251
|
|
|
1,917
|
|
||
Net cash (used in) provided by investing activities
|
(41,126
|
)
|
|
16,726
|
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Proceeds received from stock option exercise
|
303
|
|
|
553
|
|
||
Purchase of treasury stock, at cost
|
(1,564
|
)
|
|
—
|
|
||
Proceeds from issuance of mortgages, notes and loans payable
|
108,250
|
|
|
31,850
|
|
||
Borrowings under revolving line of credit
|
63,000
|
|
|
40,000
|
|
||
Principal payments on mortgages, notes and loans payable
|
(118,230
|
)
|
|
(50,487
|
)
|
||
Repayments under revolving line of credit
|
(11,000
|
)
|
|
(50,000
|
)
|
||
Dividends paid
|
(10,404
|
)
|
|
(9,817
|
)
|
||
Distributions on preferred OP units
|
(738
|
)
|
|
—
|
|
||
Distributions to non-controlling interests, net
|
(502
|
)
|
|
—
|
|
||
Deferred financing costs
|
(1,538
|
)
|
|
(289
|
)
|
||
Net cash provided by (used in) financing activities
|
27,577
|
|
|
(38,190
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents
|
1,096
|
|
|
(2,977
|
)
|
||
Cash and cash equivalents at beginning of period
|
5,420
|
|
|
14,308
|
|
||
Cash and cash equivalents at end of period
|
$
|
6,516
|
|
|
$
|
11,331
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||
Interest paid, net of capitalized interest
|
$
|
18,067
|
|
|
$
|
16,485
|
|
Capitalized interest
|
(1,047
|
)
|
|
(446
|
)
|
||
|
|
|
|
||||
Non-Cash Transactions:
|
|
|
|
|
|
||
Change in accrued capital expenditures included in accounts payable and accrued expenses
|
$
|
(10,991
|
)
|
|
$
|
(5,938
|
)
|
Dividends declared, not yet paid
|
—
|
|
|
10,478
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Capitalized market rate adjustments and deferred financing amortization
|
30
|
|
|
61
|
|
||
|
|
|
|
||||
Supplemental non-cash information related to gain on extinguishment of debt:
|
|
|
|
||||
Land
|
$
|
—
|
|
|
$
|
(5,320
|
)
|
Buildings and equipment, net
|
—
|
|
|
(16,966
|
)
|
||
Accounts receivable
|
—
|
|
|
490
|
|
||
Deferred expenses, net
|
—
|
|
|
(681
|
)
|
||
Prepaid expenses and other assets
|
—
|
|
|
(224
|
)
|
||
Mortgages, notes and loans payable
|
—
|
|
|
(45,960
|
)
|
||
Accounts payable and accrued expenses
|
—
|
|
|
(1,803
|
)
|
|
Years
|
Buildings and improvements
|
40
|
Equipment and fixtures
|
5 - 10
|
Tenant improvements
|
Shorter of useful life or applicable lease term
|
|
Gross Asset
(Liability) |
|
Accumulated
(Amortization)/ Accretion |
|
Net Carrying
Amount |
||||||
|
(In thousands)
|
||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
94,030
|
|
|
$
|
(44,858
|
)
|
|
$
|
49,172
|
|
Above-market
|
96,610
|
|
|
(59,611
|
)
|
|
36,999
|
|
|||
Below-market
|
(66,215
|
)
|
|
26,796
|
|
|
(39,419
|
)
|
|||
Ground leases:
|
|
|
|
|
|
|
|
|
|||
Below-market
|
3,682
|
|
|
(731
|
)
|
|
2,951
|
|
|||
|
|
|
|
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|||
Tenant leases:
|
|
|
|
|
|
|
|
|
|||
In-place value
|
$
|
96,301
|
|
|
$
|
(42,446
|
)
|
|
$
|
53,855
|
|
Above-market
|
97,421
|
|
|
(57,241
|
)
|
|
40,180
|
|
|||
Below-market
|
(67,081
|
)
|
|
24,489
|
|
|
(42,592
|
)
|
|||
Ground leases:
|
|
|
|
|
|
|
|
|
|||
Below-market
|
3,682
|
|
|
(692
|
)
|
|
2,990
|
|
Year
|
|
In-place lease intangibles
|
|
Above/(below) market leases, net
|
||||
|
|
(In thousands)
|
||||||
Remainder of 2016
|
|
$
|
11,974
|
|
|
$
|
1,704
|
|
2017
|
|
9,205
|
|
|
2,953
|
|
||
2018
|
|
6,457
|
|
|
658
|
|
||
2019
|
|
4,675
|
|
|
(606
|
)
|
||
2020
|
|
3,681
|
|
|
(1,174
|
)
|
||
2021
|
|
2,492
|
|
|
(913
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
Straight-line rent amortization
|
|
$
|
811
|
|
|
$
|
(42
|
)
|
Lease termination income
|
|
154
|
|
|
433
|
|
||
Net amortization of above and below-market tenant leases
|
|
(8
|
)
|
|
(2,459
|
)
|
||
Amortization of tenant inducements
|
|
4
|
|
|
(8
|
)
|
||
Percentage rent in lieu of minimum rent
|
|
2,124
|
|
|
1,597
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Straight-line rent receivables, net
|
$
|
15,668
|
|
|
$
|
14,856
|
|
•
|
Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities;
|
•
|
Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and
|
•
|
Level 3 — unobservable inputs that are used when little or no market data is available.
|
|
|
|
Total Fair Value Measurement
|
|
Quoted Price in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate cap
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
|
|
$
|
(4,274
|
)
|
|
$
|
—
|
|
|
$
|
(4,274
|
)
|
|
$
|
—
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate cap
|
|
|
$
|
612
|
|
|
$
|
—
|
|
|
$
|
612
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
|
$
|
(677
|
)
|
|
$
|
—
|
|
|
$
|
(677
|
)
|
|
$
|
—
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount
|
|
Estimated Fair
Value
|
|
Carrying Amount
|
|
Estimated Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Fixed-rate debt
|
$
|
1,254,613
|
|
|
$
|
1,290,722
|
|
|
$
|
1,137,818
|
|
|
$
|
1,156,729
|
|
Variable-rate debt
|
493,500
|
|
|
496,207
|
|
|
568,695
|
|
|
571,390
|
|
||||
Total mortgages, notes and loans payable, net
(1)
|
$
|
1,748,113
|
|
|
$
|
1,786,929
|
|
|
$
|
1,706,513
|
|
|
$
|
1,728,119
|
|
|
Date Acquired
|
|
Property Name
|
|
Location
|
|
Square Footage Acquired
|
|
Purchase Price
|
|||
2015 Acquisitions
|
|
|
|
|
|
|
|
|
(In thousands)
|
|||
|
01/28/2015
|
|
Mt. Shasta Mall
(1) (2)
|
|
Redding, CA
|
|
521,000
|
|
|
$
|
49,000
|
|
|
06/03/2015
|
|
Fig Garden Village
(1) (3)
|
|
Fresno, CA
|
|
301,459
|
|
|
106,100
|
|
|
|
11/12/2015
|
|
The Shoppes at Carlsbad
(1) (4)
|
|
Carlsbad, CA
|
|
1,117,040
|
|
|
170,000
|
|
|
|
|
|
|
|
2015 Acquisitions Total
|
|
1,939,499
|
|
|
$
|
325,100
|
|
(2)
|
The Company closed on a new
$31.9 million
non-recourse mortgage loan that bears interest at
4.19%
, matures in March 2025, is interest only for the first
three
years and amortizes over
30
years thereafter.
|
|
Property Name
|
|
Land
|
|
Building and Improvements
|
|
Acquired Lease Intangibles
|
|
Acquired Above Market Lease Intangibles
|
|
Acquired Below Market Lease Intangibles
|
|
Other
|
||||||||||||
2015 Acquisitions
|
|
|
(In thousands)
|
||||||||||||||||||||||
|
Mt. Shasta Mall
|
|
$
|
7,809
|
|
|
$
|
38,008
|
|
|
$
|
3,779
|
|
|
$
|
915
|
|
|
$
|
(1,813
|
)
|
|
$
|
302
|
|
|
Fig Garden Village
|
|
18,774
|
|
|
79,528
|
|
|
7,366
|
|
|
3,975
|
|
|
(2,907
|
)
|
|
(636
|
)
|
||||||
|
The Shoppes at Carlsbad
|
|
49,452
|
|
|
111,671
|
|
|
11,841
|
|
|
4,109
|
|
|
(8,395
|
)
|
|
1,322
|
|
||||||
|
Total
|
|
$
|
76,035
|
|
|
$
|
229,207
|
|
|
$
|
22,986
|
|
|
$
|
8,999
|
|
|
$
|
(13,115
|
)
|
|
$
|
988
|
|
|
|
Three months ended March 31,
|
||
|
|
2015
|
||
|
|
As Adjusted (Unaudited)
|
||
|
|
(Dollars in thousands, except per share amounts)
|
||
Total revenues
|
|
$
|
75,195
|
|
Net income
|
|
$
|
44,385
|
|
|
|
|
||
Net income per share - basic
|
|
$
|
0.77
|
|
|
|
|
||
Net income per share - diluted
|
|
$
|
0.76
|
|
|
|
|
||
Weighted average shares - basic
|
|
57,603,340
|
|
|
Weighted average shares - diluted
|
|
58,287,256
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Above-market tenant leases, net (Note 2)
|
$
|
36,999
|
|
|
$
|
40,180
|
|
Prepaid expenses
|
3,629
|
|
|
4,372
|
|
||
Below-market ground leases, net (Note 2)
|
2,951
|
|
|
2,990
|
|
||
Deposits
|
494
|
|
|
424
|
|
||
Other
|
467
|
|
|
1,068
|
|
||
Total prepaid expenses and other assets, net
|
$
|
44,540
|
|
|
$
|
49,034
|
|
|
March 31,
2016 |
|
December 31,
2015 |
|
Interest Rate at March 31, 2016
|
|
Scheduled Maturity Date
|
||||||
Fixed-rate debt:
|
(in thousands)
|
|
|
|
|
||||||||
The Centre at Salisbury
(1)
|
$
|
—
|
|
|
$
|
115,000
|
|
|
—
|
%
|
|
—
|
|
Vista Ridge Mall
|
64,660
|
|
|
65,611
|
|
|
6.87
|
|
|
April 2016
|
|
||
The Mall at Turtle Creek
|
76,343
|
|
|
76,615
|
|
|
6.54
|
|
|
June 2016
|
|
||
NewPark Mall
(1) (2)
|
125,000
|
|
|
—
|
|
|
3.22
|
|
|
September 2018
|
|
||
West Valley Mall
(3)
|
59,000
|
|
|
59,000
|
|
|
3.24
|
|
|
September 2018
|
|
||
The Shoppes at Bel Air
(1) (2)
|
110,450
|
|
|
—
|
|
|
3.34
|
|
|
November 2018
|
|
||
The Shoppes at Gateway
(1) (3)
|
75,000
|
|
|
75,000
|
|
|
3.64
|
|
|
January 2020
|
|
||
Pierre Bossier Mall
|
45,672
|
|
|
45,875
|
|
|
4.94
|
|
|
May 2022
|
|
||
Pierre Bossier Anchor
|
3,528
|
|
|
3,550
|
|
|
4.85
|
|
|
May 2022
|
|
||
Southland Center (MI)
|
74,486
|
|
|
74,806
|
|
|
5.09
|
|
|
July 2022
|
|
||
Chesterfield Towne Center
|
105,933
|
|
|
106,379
|
|
|
4.75
|
|
|
October 2022
|
|
||
Animas Valley
|
48,924
|
|
|
49,156
|
|
|
4.41
|
|
|
November 2022
|
|
||
Lakeland Square
|
66,494
|
|
|
66,814
|
|
|
4.17
|
|
|
April 2023
|
|
||
Valley Hills Mall
|
65,070
|
|
|
65,362
|
|
|
4.47
|
|
|
July 2023
|
|
||
Chula Vista Center
|
70,000
|
|
|
70,000
|
|
|
4.18
|
|
|
July 2024
|
|
||
The Mall at Barnes Crossing
|
67,000
|
|
|
67,000
|
|
|
4.29
|
|
|
September 2024
|
|
||
Bayshore Mall
|
46,500
|
|
|
46,500
|
|
|
3.96
|
|
|
November 2024
|
|
||
Mt. Shasta Mall
(1)
|
31,850
|
|
|
31,850
|
|
|
4.19
|
|
|
March 2025
|
|
||
Fig Garden Village
(1)
|
74,200
|
|
|
74,200
|
|
|
4.14
|
|
|
June 2025
|
|
||
Greenville Mall
(1)
|
45,263
|
|
|
45,440
|
|
|
4.46
|
|
|
November 2025
|
|
||
Total fixed-rate debt
|
$
|
1,255,373
|
|
|
$
|
1,138,158
|
|
|
|
|
|
||
Market rate adjustments
|
(760
|
)
|
|
(340
|
)
|
|
|
|
|
||||
|
$
|
1,254,613
|
|
|
$
|
1,137,818
|
|
|
|
|
|
||
Variable-rate debt:
|
|
|
|
|
|
|
|
||||||
NewPark Mall
(1) (2)
|
$
|
—
|
|
|
$
|
114,245
|
|
|
—
|
%
|
|
—
|
|
The Shoppes at Bel Air
(1) (2)
|
—
|
|
|
110,450
|
|
|
—
|
|
|
—
|
|
||
The Centre at Salisbury
(1) (4)
|
97,500
|
|
|
—
|
|
|
3.04
|
|
|
March 2019
|
|
||
2013 Term Loan
(5) (6)
|
285,000
|
|
|
285,000
|
|
|
2.79
|
|
|
November 2018
|
|
||
2013 Revolver
(5) (6)
|
111,000
|
|
|
59,000
|
|
|
2.79
|
|
|
November 2017
|
|
||
Total variable-rate debt
|
$
|
493,500
|
|
|
$
|
568,695
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||
Unamortized deferred financing costs
(7)
|
(12,187
|
)
|
|
(11,672
|
)
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Total mortgages, notes and loans payable, net
|
$
|
1,735,926
|
|
|
$
|
1,694,841
|
|
|
|
|
|
Property
|
|
Refinancing Date
|
|
Balance at Date of Refinancing
|
|
Prior Interest Rate
|
|
Balance of New Loan
|
|
New Interest Rate
|
|
Initial Maturity
|
||||||
March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Centre at Salisbury
(1) (2)
|
|
March 2016
|
|
$
|
115,574
|
|
|
5.79
|
%
|
|
$
|
97,500
|
|
|
3.04
|
%
|
|
March 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2015:
|
|
|
|
|
||||||||||||||
The Shoppes at Gateway
(3)
|
|
December 2015
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
75,000
|
|
|
3.64
|
%
|
|
January 2020
|
Greenville Mall
(4)
|
|
October 2015
|
|
40,171
|
|
|
5.29
|
%
|
|
45,500
|
|
|
4.46
|
%
|
|
November 2025
|
||
The Shoppes at Bel Air
(5)
|
|
October 2015
|
|
109,467
|
|
|
5.30
|
%
|
|
110,450
|
|
|
2.78
|
%
|
|
November 2018
|
||
NewPark Mall
(2) (6)
|
|
September 2015
|
|
64,655
|
|
|
3.44
|
%
|
|
114,245
|
|
|
2.53
|
%
|
|
September 2018
|
||
Fig Garden Village
(7)
|
|
June 2015
|
|
—
|
|
|
—
|
%
|
|
74,200
|
|
|
4.14
|
%
|
|
June 2025
|
||
Mt. Shasta Mall
(2)
|
|
February 2015
|
|
—
|
|
|
—
|
%
|
|
31,850
|
|
|
4.19
|
%
|
|
March 2025
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Below-market tenant leases, net (Note 2)
|
$
|
39,419
|
|
|
$
|
42,592
|
|
Construction payable
|
36,582
|
|
|
47,572
|
|
||
Accounts payable and accrued expenses
|
9,799
|
|
|
8,096
|
|
||
Accrued payroll and employee liabilities
|
9,367
|
|
|
7,778
|
|
||
Accrued real estate taxes
|
8,463
|
|
|
8,773
|
|
||
Accrued interest
|
7,378
|
|
|
6,868
|
|
||
Asset retirement obligation liability
|
6,154
|
|
|
6,085
|
|
||
Derivative liability
|
4,274
|
|
|
677
|
|
||
Deferred income
|
3,880
|
|
|
5,420
|
|
||
Tenant and other deposits
|
1,659
|
|
|
1,706
|
|
||
Accrued dividend
|
—
|
|
|
10,472
|
|
||
Other
|
1,017
|
|
|
1,249
|
|
||
Total accounts payable and accrued expenses, net
|
$
|
127,992
|
|
|
$
|
147,288
|
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional Amount
|
|
|
|
|
(in thousands)
|
Interest rate swaps
|
|
5
|
|
$369,450
|
Interest Rate Derivative
|
|
Number of Instruments
|
|
Notional Amount
|
|
|
|
|
(in thousands)
|
Interest rate cap
|
|
1
|
|
$64,221
|
|
|
|
|
Location of Losses Reclassified from OCI/L Into Earnings (Effective Portion)
|
|
|
|
Location of Gain (Loss) Recognized in Earnings (Ineffective Portion)
|
|
|
||||||||||||||||||
Hedging Instrument
|
|
Gain (Loss) Recognized in OCI/L (Effective Portion)
|
|
|
Loss Recognized in Earnings (Effective Portion)
|
|
|
Gain Recognized in Earnings (Ineffective Portion)
|
||||||||||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||
Three Months Ended March 31,
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2015
|
|
|
|
2016
|
|
2105
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay fixed / receive variable rate swaps
|
|
$
|
(4,895
|
)
|
|
$
|
(601
|
)
|
|
Interest expense
|
|
$
|
703
|
|
|
$
|
195
|
|
|
Interest expense
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
|
Non-controlling interest in Operating Partnership
|
||
|
|
(In thousands)
|
||
As of November 12, 2015
|
|
$
|
—
|
|
Issuance of Series A Preferred Units
|
|
140,000
|
|
|
Preferred distribution accrual
|
|
953
|
|
|
As of December 31, 2015
|
|
$
|
140,953
|
|
Payment of distribution
|
|
(738
|
)
|
|
Preferred distribution accrual
|
|
1,750
|
|
|
As of March 31, 2016
|
|
$
|
141,965
|
|
|
2016
|
|
2015
|
||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
||
Stock options outstanding at January 1,
|
3,490,421
|
|
|
$16.40
|
|
3,313,869
|
|
|
$15.89
|
Granted
|
—
|
|
|
—
|
|
857,000
|
|
|
17.18
|
Exercised
|
(18,567
|
)
|
|
16.34
|
|
(34,248
|
)
|
|
15.11
|
Forfeited
|
(6,180
|
)
|
|
15.95
|
|
(32,209
|
)
|
|
17.18
|
Expired
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Stock options outstanding at March 31,
|
3,465,674
|
|
|
$16.30
|
|
4,104,412
|
|
|
$16.16
|
|
|
Stock Options Outstanding
(1)
|
|||||
Issuance
|
|
Shares
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
March 2012
|
|
1,101,160
|
|
|
6.00
|
|
$14.72
|
August 2012
|
|
36,400
|
|
|
6.42
|
|
13.75
|
October 2012
|
|
276,623
|
|
|
6.58
|
|
14.47
|
February 2013
|
|
520,360
|
|
|
6.92
|
|
16.48
|
February 2014
|
|
596,400
|
|
|
7.92
|
|
18.40
|
July 2014
|
|
25,291
|
|
|
8.33
|
|
17.20
|
February 2015
|
|
709,440
|
|
|
8.92
|
|
17.18
|
March 2015
|
|
200,000
|
|
|
9.08
|
|
17.98
|
Stock options outstanding at March 31, 2016
|
|
3,465,674
|
|
|
7.31
|
|
$16.30
|
|
2016
|
|
2015
|
||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||
Non-vested restricted stock grants outstanding at January 1,
|
72,484
|
|
|
$16.97
|
|
205,731
|
|
|
$15.45
|
Granted
|
169,910
|
|
|
17.26
|
|
53,550
|
|
|
17.18
|
Forfeited
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Vested
|
(37,251
|
)
|
|
16.87
|
|
(113,342
|
)
|
|
14.99
|
Non-vested restricted stock grants outstanding at March 31,
|
205,143
|
|
|
$17.23
|
|
145,939
|
|
|
$16.21
|
|
|
Three Months Ended March 31
|
||||||
|
|
2016
|
|
2015
|
||||
Numerator for basic and diluted earnings per share
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(9,947
|
)
|
|
$
|
44,401
|
|
Net (income) loss attributable to non-controlling interests
|
|
(135
|
)
|
|
6
|
|
||
Preferred Distributions
|
|
(1,750
|
)
|
|
—
|
|
||
Net (loss) income allocable to common shareholders
|
|
$
|
(11,832
|
)
|
|
$
|
44,407
|
|
Earnings allocated to unvested participating security holders
|
|
—
|
|
|
—
|
|
||
Net (loss) attributable to Rouse Properties, Inc. and allocable to common shareholders
|
|
$
|
(11,832
|
)
|
|
$
|
44,407
|
|
|
|
|
|
|
||||
Denominator for basic and diluted earnings per share
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
|
57,643,017
|
|
|
57,603,340
|
|
||
Add: effect of assumed shares issued under treasury stock method for stock options and restricted shares
|
|
—
|
|
|
683,916
|
|
||
Weighted average common shares outstanding - diluted
|
|
57,643,017
|
|
|
58,287,256
|
|
||
|
|
|
|
|
||||
Basic and Diluted earnings per share
|
|
|
|
|
||||
Net (loss) income attributable to Rouse Properties, Inc. and allocable to common shareholders- basic
|
|
$
|
(0.21
|
)
|
|
$
|
0.77
|
|
|
|
|
|
|
||||
Net (loss) income attributable to Rouse Properties, Inc. and allocable to common shareholders- diluted
|
|
$
|
(0.21
|
)
|
|
$
|
0.76
|
|
•
|
Descriptions of plans or objectives for future operations
|
•
|
Projections of our revenues, net operating income (“NOI”), core net operating income (“Core NOI”), earnings per share, funds from operations (“FFO”), core funds from operations (“Core FFO”), capital expenditures, income tax and other contingent liabilities, dividends, leverage, capital structure or other financial items
|
•
|
Forecasts of our future economic performance
|
•
|
Descriptions of assumptions underlying or relating to any of the foregoing
|
•
|
Increasing occupancy at the properties so that more space is generating rent;
|
•
|
Increasing tenant sales in which we participate through overage rent;
|
•
|
Re-leasing existing space and renewing expiring leases at rates higher than expiring or existing rates; and
|
•
|
Prudently investing capital into our properties to generate an increased overall return.
|
Property
|
|
Location
|
Acquisitions:
|
|
|
Fig Garden Village
|
|
Fresno, CA
|
Mt. Shasta Mall
|
|
Redding, CA
|
The Shoppes at Carlsbad
|
|
Carlsbad, CA
|
|
|
|
Redevelopments:
|
|
|
The Shoppes at Gateway
|
|
Springfield, OR
|
NewPark Mall
|
|
Newark, CA
|
Spring Hill Mall
|
|
West Dundee, IL
|
Grand Traverse Mall
|
|
Traverse City, MI
|
Bel Air Mall
|
|
Mobile, AL
|
|
|
|
Special Consideration Asset:
(1)
|
|
|
Vista Ridge Mall
|
|
Lewisville, TX
|
|
|
March 31,
2016 |
|
March 31,
2015 |
|
$ Change
|
|
% Change
|
|||||||
|
(In thousands)
|
|
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Minimum rents
|
|
$
|
56,265
|
|
|
$
|
51,534
|
|
|
$
|
4,731
|
|
|
9.2
|
%
|
Tenant recoveries
|
|
20,843
|
|
|
19,949
|
|
|
894
|
|
|
4.5
|
|
|||
Overage rents
|
|
1,744
|
|
|
1,590
|
|
|
154
|
|
|
9.7
|
|
|||
Other
|
|
1,780
|
|
|
1,488
|
|
|
292
|
|
|
19.6
|
|
|||
Total revenues
|
|
80,632
|
|
|
74,561
|
|
|
6,071
|
|
|
8.1
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating costs
|
|
16,959
|
|
|
16,875
|
|
|
84
|
|
|
0.5
|
|
|||
Real estate taxes
|
|
7,032
|
|
|
7,474
|
|
|
(442
|
)
|
|
(5.9
|
)
|
|||
Property maintenance costs
|
|
2,899
|
|
|
3,385
|
|
|
(486
|
)
|
|
(14.4
|
)
|
|||
Marketing
|
|
421
|
|
|
389
|
|
|
32
|
|
|
8.2
|
|
|||
Provision for doubtful accounts
|
|
613
|
|
|
497
|
|
|
116
|
|
|
23.3
|
|
|||
General and administrative
|
|
6,839
|
|
|
6,470
|
|
|
369
|
|
|
5.7
|
|
|||
Provision for impairment
|
|
—
|
|
|
2,900
|
|
|
(2,900
|
)
|
|
(100.0
|
)
|
|||
Depreciation and amortization
|
|
26,348
|
|
|
25,986
|
|
|
362
|
|
|
1.4
|
|
|||
Other
|
|
11,361
|
|
|
2,159
|
|
|
9,202
|
|
|
426.2
|
|
|||
Total operating expenses
|
|
72,472
|
|
|
66,135
|
|
|
6,337
|
|
|
9.6
|
|
|||
Operating income
|
|
8,160
|
|
|
8,426
|
|
|
(266
|
)
|
|
(3.2
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
4
|
|
|
13
|
|
|
(9
|
)
|
|
(69.2
|
)
|
|||
Interest expense
|
|
(17,953
|
)
|
|
(19,151
|
)
|
|
1,198
|
|
|
6.3
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
22,840
|
|
|
(22,840
|
)
|
|
(100.0
|
)
|
|||
(Loss) income before income taxes and gain on sale of real estate assets
|
|
(9,789
|
)
|
|
12,128
|
|
|
(21,917
|
)
|
|
(180.7
|
)
|
|||
Provision for income taxes
|
|
(158
|
)
|
|
(236
|
)
|
|
78
|
|
|
33.1
|
|
|||
(Loss) income before gain on sale of real estate assets
|
|
(9,947
|
)
|
|
11,892
|
|
|
(21,839
|
)
|
|
(183.6
|
)
|
|||
Gain on sale of real estate assets
|
|
—
|
|
|
32,509
|
|
|
(32,509
|
)
|
|
(100.0
|
)
|
|||
Net (loss) income
|
|
$
|
(9,947
|
)
|
|
$
|
44,401
|
|
|
$
|
(54,348
|
)
|
|
122.4
|
|
2016 Leasing Activity
(1)(2)
|
|
Number of Leases
|
|
Square Feet
|
|
Term (in years)
|
|
Initial Inline Rent PSF
(4)(5)
|
|
Initial Freestanding Rent PSF
(4)(6)
|
|
Average Inline Rent PSF
(5)(7)
|
|
Average Freestanding Rent PSF
(6)(7)
|
|||||||||||
New Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sq. ft.
|
|
52
|
|
|
167,620
|
|
|
8.7
|
|
|
$
|
35.57
|
|
|
$
|
41.66
|
|
|
$
|
39.10
|
|
|
$
|
45.47
|
|
Over 10,000 sq. ft.
|
|
6
|
|
|
135,344
|
|
|
11.7
|
|
|
16.61
|
|
|
—
|
|
|
18.04
|
|
|
—
|
|
||||
Total New Leases
|
|
58
|
|
|
302,964
|
|
|
10
|
|
|
$
|
26.73
|
|
|
$
|
41.66
|
|
|
$
|
29.28
|
|
|
$
|
45.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Renewal Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Under 10,000 sq. ft.
|
|
55
|
|
|
172,511
|
|
|
2.8
|
|
|
$
|
33.84
|
|
|
$
|
24.33
|
|
|
$
|
34.81
|
|
|
$
|
25.91
|
|
Over 10,000 sq. ft.
|
|
2
|
|
|
21,003
|
|
|
7.4
|
|
|
18.45
|
|
|
—
|
|
|
19.34
|
|
|
—
|
|
||||
Total Renewal Leases
|
|
57
|
|
|
193,514
|
|
|
3.3
|
|
|
$
|
32.07
|
|
|
$
|
24.33
|
|
|
$
|
33.04
|
|
|
$
|
25.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sub-Total
|
|
115
|
|
|
496,478
|
|
|
7.4
|
|
|
$
|
28.80
|
|
|
$
|
33.89
|
|
|
$
|
30.73
|
|
|
$
|
36.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Percent in Lieu
|
|
30
|
|
|
107,365
|
|
|
n.a.
|
|
|
n.a.
|
|
|
n.a
|
|
|
n.a.
|
|
|
n.a
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Q1 2016
(3)
|
|
145
|
|
|
603,843
|
|
|
7.4
|
|
|
$
|
28.80
|
|
|
$
|
33.89
|
|
|
$
|
30.73
|
|
|
$
|
36.70
|
|
|
In-Place Rent < 10k SF
(1)
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
2015
|
Freestanding
(2)
|
$21.40
|
$20.08
|
Mall
(3)
|
$42.20
|
$39.89
|
Total Same Property portfolio
|
$39.30
|
$37.39
|
New and Renewal Lease Spread
(1)
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Number of Leases
|
Square Feet
|
Term (in years)
|
Initial Rent PSF
(2)
|
Average Rent PSF
(3)
|
|
Expiring Rent PSF
(4)
|
|
Initial Rent Spread
|
|
Average Rent Spread
|
||
Three Months Ended March 31, 2016
|
75
|
235,483
|
5.9
|
$35.80
|
$38.21
|
|
$30.06
|
|
$5.74
|
19.1%
|
|
$8.15
|
27.1%
|
•
|
Same Property portfolio Core NOI was
$36.5 million
for the
three months ended March 31, 2016
compared to
$36.1 million
for the
three months ended March 31, 2015
. See "—Non-GAAP Financial Measures" for a discussion of Core NOI and a reconciliation of Same Property portfolio Core NOI and Core NOI from the consolidated net (loss) income as computed in accordance with GAAP.
|
•
|
Average total rent for mall spaces that are less than 10,000 square feet increased
5.8%
to
$42.20
as of
March 31, 2016
from
$39.89
per square foot as of
March 31, 2015
in our Same Property portfolio. The increase is attributable to higher rents on new and renewal leases as compared to existing rents of the Same Property portfolio.
|
|
|
March 31, 2016
|
|
Weighted Average Interest Rate
|
|
December 31, 2015
|
|
Weighted Average Interest Rate
|
|
||||||||
Fixed-rate debt:
|
|
|
|
|
|
|
|
|
|
||||||||
Collateralized mortgages, notes and loans payable
|
|
$
|
1,255,373
|
|
(1
|
)
|
4.38
|
%
|
|
$
|
1,138,158
|
|
(1
|
)
|
4.75
|
%
|
|
Total Fixed-rate debt
|
|
1,255,373
|
|
|
4.38
|
%
|
|
1,138,158
|
|
|
4.75
|
%
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Variable-rate debt:
|
|
|
|
|
|
|
|
|
|
||||||||
Collateralized mortgages, notes and loans payable
|
|
$
|
382,500
|
|
|
2.85
|
%
|
|
$
|
509,695
|
|
(200.00
|
)%
|
2.72
|
%
|
|
|
2013 Revolver
|
|
111,000
|
|
|
2.79
|
%
|
|
59,000
|
|
|
2.76
|
%
|
|
||||
Total Variable-rate debt
|
|
$
|
493,500
|
|
|
2.84
|
%
|
|
$
|
568,695
|
|
|
2.72
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Total debt outstanding
|
|
$
|
1,748,873
|
|
|
3.94%
|
(3)
|
1,706,853
|
|
|
4.07
|
%
|
(3)
|
||||
Market rate adjustments
|
|
(760
|
)
|
|
|
|
(340
|
)
|
|
|
|
||||||
Unamortized deferred financing costs
(4)
|
|
(12,187
|
)
|
|
|
|
(11,672
|
)
|
|
|
|
||||||
Total mortgages, notes & loans payable, net
|
|
$
|
1,735,926
|
|
|
|
|
$
|
1,694,841
|
|
|
|
|
Property
|
|
Description
|
|
Total Project Square Feet
|
|
Total Estimated Project Cost
|
|
Cost as of March 31, 2016
|
|
|
|
|
|
|
|
|
|
NewPark Mall Newark, CA
|
|
140,000 SF of new entertainment space, including AMC Theater and a two level restaurant pavilion with patio seating.
|
|
175,000
|
|
$64,232
(1)
|
|
$60,313
|
|
|
|
|
|
|
|
|
|
The Shoppes at Gateway Springfield, OR
|
|
De-mall and construct new exterior facing junior boxes including Marshall's, Hobby Lobby, Petco and new outparcels.
|
|
288,000
|
|
$45,200
|
|
$42,104
|
|
|
|
|
|
|
|
|
|
Southland Center Taylor, MI
|
|
Demolish vacant anchor and construct new 50,000 SF Cinemark Theater and restaurant collection.
|
|
62,000
|
|
$15,300
|
|
$10,431
|
|
|
|
|
|
|
|
|
|
Southland Mall
Hayward, CA |
|
Redevelop former Kohl's anchor for new Dick's Sporting Goods, convert inline space to new Cinemark Theater, junior boxes and full service and fast casual restaurants.
|
|
243,000
|
|
$46,150
|
|
$11,576
|
|
|
|
|
|
|
|
|
|
Spring Hill Mall
West Dundee, IL |
|
Replace former JCPenney anchor and inline space with new 37,000 SF Cinemark Theater, street scape, multi-tenant buildings and restaurant collection.
|
|
93,000
|
|
$23,966
(2)
|
|
$17,998
|
Ordinary capital expenditures
(1)
|
|
$
|
1,995
|
|
Cosmetic capital expenditures
|
|
1,449
|
|
|
Tenant improvements and allowances
(2)
|
|
7,590
|
|
|
Total
|
|
$
|
11,034
|
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Long-term debt-principal
(1)
|
|
$
|
147,256
|
|
|
$
|
121,814
|
|
|
$
|
590,233
|
|
|
$
|
110,608
|
|
|
$
|
89,244
|
|
|
$
|
689,718
|
|
|
$
|
1,748,873
|
|
Interest payments
(2)
|
|
43,344
|
|
|
56,066
|
|
|
53,143
|
|
|
35,724
|
|
|
31,759
|
|
|
86,206
|
|
|
306,242
|
|
|||||||
Operating lease obligations
(3)
|
|
1,092
|
|
|
1,493
|
|
|
1,505
|
|
|
1,426
|
|
|
1,147
|
|
|
1,083
|
|
|
7,746
|
|
|||||||
Total
|
|
$
|
191,692
|
|
|
$
|
179,373
|
|
|
$
|
644,881
|
|
|
$
|
147,758
|
|
|
$
|
122,150
|
|
|
$
|
777,007
|
|
|
$
|
2,062,861
|
|
|
|
For the three months ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||
|
|
Consolidated
|
Non- Controlling Interest
|
Attributable to Rouse Properties Inc.
|
|
Consolidated
|
Non- Controlling Interest
|
Attributable to Rouse Properties Inc.
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net (loss) income
|
|
$
|
(9,947
|
)
|
$
|
(135
|
)
|
$
|
(10,082
|
)
|
|
$
|
44,401
|
|
$
|
6
|
|
$
|
44,407
|
|
Gain on extinguishment of debt
|
|
—
|
|
—
|
|
—
|
|
|
(22,840
|
)
|
—
|
|
(22,840
|
)
|
||||||
(Gain) Loss on sale of real estate assets
|
|
—
|
|
—
|
|
—
|
|
|
(32,509
|
)
|
—
|
|
(32,509
|
)
|
||||||
Provision for income taxes
|
|
158
|
|
(9
|
)
|
149
|
|
|
236
|
|
—
|
|
236
|
|
||||||
Interest expense
|
|
17,953
|
|
(335
|
)
|
17,618
|
|
|
19,151
|
|
(357
|
)
|
18,794
|
|
||||||
Interest income
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|
(13
|
)
|
—
|
|
(13
|
)
|
||||||
Other
|
|
11,361
|
|
—
|
|
11,361
|
|
|
2,159
|
|
—
|
|
2,159
|
|
||||||
Provision for impairment
|
|
—
|
|
—
|
|
—
|
|
|
2,900
|
|
—
|
|
2,900
|
|
||||||
Depreciation and amortization
|
|
26,348
|
|
(563
|
)
|
25,785
|
|
|
25,986
|
|
(596
|
)
|
25,390
|
|
||||||
General and administrative
|
|
6,839
|
|
(1
|
)
|
6,838
|
|
|
6,470
|
|
—
|
|
6,470
|
|
||||||
NOI
|
|
$
|
52,708
|
|
$
|
(1,043
|
)
|
$
|
51,665
|
|
|
$
|
45,941
|
|
$
|
(947
|
)
|
$
|
44,994
|
|
Above and below market ground rent expense, net
|
|
39
|
|
—
|
|
39
|
|
|
39
|
|
—
|
|
39
|
|
||||||
Above and below market tenant leases, net
|
|
8
|
|
32
|
|
40
|
|
|
2,459
|
|
5
|
|
2,464
|
|
||||||
Amortization of tenant inducements
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|
8
|
|
—
|
|
8
|
|
||||||
Amortization of straight line rent
|
|
(811
|
)
|
16
|
|
(795
|
)
|
|
42
|
|
(15
|
)
|
27
|
|
||||||
Core NOI
|
|
$
|
51,940
|
|
$
|
(995
|
)
|
$
|
50,945
|
|
|
$
|
48,489
|
|
$
|
(957
|
)
|
$
|
47,532
|
|
Non Same Property assets
(1)
|
|
(14,303
|
)
|
—
|
|
(14,303
|
)
|
|
(10,977
|
)
|
—
|
|
(10,977
|
)
|
||||||
Termination income
|
|
(154
|
)
|
—
|
|
(154
|
)
|
|
(434
|
)
|
—
|
|
(434
|
)
|
||||||
Same Property portfolio Core NOI
|
|
$
|
37,483
|
|
$
|
(995
|
)
|
$
|
36,488
|
|
|
$
|
37,078
|
|
$
|
(957
|
)
|
$
|
36,121
|
|
|
|
For the three months ended March 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||
|
|
Consolidated
|
Non- Controlling Interest
|
Attributable to Rouse Properties Inc.
|
|
Consolidated
|
Non- Controlling Interest
|
Attributable to Rouse Properties Inc.
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net (loss) income
|
|
$
|
(9,947
|
)
|
$
|
(135
|
)
|
$
|
(10,082
|
)
|
|
$
|
44,401
|
|
$
|
6
|
|
$
|
44,407
|
|
Depreciation and amortization
|
|
26,348
|
|
(563
|
)
|
25,785
|
|
|
25,986
|
|
(596
|
)
|
25,390
|
|
||||||
Provision for impairment
|
|
—
|
|
—
|
|
—
|
|
|
2,900
|
|
—
|
|
2,900
|
|
||||||
Gain on extinguishment of debt
|
|
—
|
|
—
|
|
—
|
|
|
(22,840
|
)
|
—
|
|
(22,840
|
)
|
||||||
(Gain) loss on sale of real estate assets
|
|
—
|
|
—
|
|
—
|
|
|
(32,509
|
)
|
—
|
|
(32,509
|
)
|
||||||
Preferred distributions
|
|
(1,750
|
)
|
—
|
|
(1,750
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
FFO allocable to the Company's common shareholders
|
|
$
|
14,651
|
|
$
|
(698
|
)
|
$
|
13,953
|
|
|
$
|
17,938
|
|
$
|
(590
|
)
|
$
|
17,348
|
|
Provision for income taxes
|
|
158
|
|
(9
|
)
|
149
|
|
|
236
|
|
—
|
|
236
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization and write-off of market rate adjustments
|
|
(239
|
)
|
—
|
|
(239
|
)
|
|
50
|
|
—
|
|
50
|
|
||||||
Amortization and write-off of deferred financing costs
|
|
901
|
|
—
|
|
901
|
|
|
899
|
|
—
|
|
899
|
|
||||||
Debt extinguishment costs
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Amortization of straight line rent for corporate and regional offices
|
|
3
|
|
—
|
|
3
|
|
|
5
|
|
—
|
|
5
|
|
||||||
Other
|
|
11,361
|
|
—
|
|
11,361
|
|
|
2,159
|
|
—
|
|
2,159
|
|
||||||
Above and below market ground rent expense, net
|
|
39
|
|
—
|
|
39
|
|
|
39
|
|
—
|
|
39
|
|
||||||
Above and below market tenant leases, net
|
|
8
|
|
32
|
|
40
|
|
|
2,459
|
|
5
|
|
2,464
|
|
||||||
Amortization of tenant inducements
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|
8
|
|
—
|
|
8
|
|
||||||
Amortization of straight line rent
|
|
(811
|
)
|
16
|
|
(795
|
)
|
|
42
|
|
(15
|
)
|
27
|
|
||||||
Core FFO allocable to the Company's common shareholders
|
|
$
|
26,067
|
|
$
|
(659
|
)
|
$
|
25,408
|
|
|
$
|
23,835
|
|
$
|
(600
|
)
|
$
|
23,235
|
|
•
|
the attention of our management may be directed to transaction-related considerations and may be diverted from the day-to-day operations of our business;
|
•
|
our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to retain and hire key personnel and other employees (notwithstanding our establishment in January 2016 of a Retention Plan for our named executive officers and certain other senior executives); and
|
•
|
tenants, lenders, suppliers, vendors and other parties with which we maintain business relationships may experience uncertainty about our future and seek retail space elsewhere (in the case of tenants and prospective tenants) or alternative relationships with third parties or seek to alter their business relationships with us.
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans
(1)
|
||||||
January 1, 2016 - January 31, 2016
(1)
|
105,000
|
|
|
$
|
14.88
|
|
|
105,000
|
|
|
$
|
44,934,106
|
|
February 1, 2016 - February 29, 2016
(2)
|
5,557
|
|
|
$
|
18.25
|
|
|
—
|
|
|
|
||
March 1, 2016 - March 31, 2016
(2)
|
1,027
|
|
|
$
|
18.26
|
|
|
—
|
|
|
|
2.1
|
Agreement and Plan of Merger, dated as of February 25, 2016, by and among Rouse Properties, Inc., BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., and, solely for the purposes specified therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P., and Brookfield Strategic Real Estate Partners BPY Borrower L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
3.1
|
Certificate of Designations of Preferences of Series I Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
10.1
|
Standstill Agreement, dated as of January 18, 2016, between Rouse Properties, Inc. and Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 19, 2016).
|
10.2
|
Rouse Properties, Inc. Retention Plan effective as of January 29, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 1, 2016).
|
10.3
|
Voting Agreement, dated as of February 25, 2016, by and among Rouse Properties, Inc., and the stockholders specified on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
10.4
|
Exchange Agreement, dated as of February 25, 2016, by and among Rouse Properties, Inc., the stockholders specified on Exhibit A thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
10.5
|
Letter Agreement, dated February 25, 2016, by and between the Company and Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following financial information from Rouse Properties, Inc.’s. Quarterly Report on Form 10-Q for the three months ended
March 31, 2016
has been filed with the SEC on
May 5, 2016
, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
|
|
ROUSE PROPERTIES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
|
May 5, 2016
|
By:
|
/s/ John Wain
|
|
|
|
John Wain
|
|
|
|
Chief Financial Officer
|
|
|
|
(on behalf of the Registrant and as Principal Financial Officer)
|
2.1
|
Agreement and Plan of Merger, dated as of February 25, 2016, by and among Rouse Properties, Inc., BSREP II Retail Pooling LLC, BSREP II Retail Holdings Corp., and, solely for the purposes specified therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P., and Brookfield Strategic Real Estate Partners BPY Borrower L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
|
|
3.1
|
Certificate of Designations of Preferences of Series I Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
|
|
10.1
|
Standstill Agreement, dated as of January 18, 2016, between Rouse Properties, Inc. and Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 19, 2016).
|
|
|
10.2
|
Rouse Properties, Inc. Retention Plan effective as of January 29, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 1, 2016).
|
|
|
10.3
|
Voting Agreement, dated as of February 25, 2016, by and among Rouse Properties, Inc., and the stockholders specified on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
|
|
10.4
|
Exchange Agreement, dated as of February 25, 2016, by and among Rouse Properties, Inc., the stockholders specified on Exhibit A thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
|
|
10.5
|
Letter Agreement, dated February 25, 2016, by and between the Company and Brookfield Asset Management Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed February 29, 2016).
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
The following financial information from Rouse Properties, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016 has been filed with the SEC on May 5, 2016, formatted in XBRL (Extensible Business Reporting Language): (1) Consolidated Balance Sheets, (2) Consolidated Statements of Operations and Comprehensive Income (Loss), (3) Consolidated Statements of Equity, (4) Consolidated Statements of Cash Flows and (5) Notes to Consolidated Financial Statements, tagged as blocks of text.
|
1 Year Rouse Properties, Inc. (delisted) Chart |
1 Month Rouse Properties, Inc. (delisted) Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions