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| IRC > SEC Filings for IRC > Form 10-K on 28-Feb-2013 | All Recent SEC Filings |
28-Feb-2013
Annual Report
Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Annual Report on Form 10-K (including documents incorporated herein by reference) constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not reflect historical facts and instead reflect our management's intentions, beliefs, expectations, plans or predictions of the future. Forward-looking statements can often be identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should" and "could." Examples of forward-looking statements include, but are not limited to, statements that describe or contain information related to matters such as management's intent, belief or expectation with respect to our financial performance, investment strategy or our portfolio, our ability to address debt maturities, our cash flows, our growth prospects, the value of our assets, our joint venture commitments and the amount and timing of anticipated future cash distributions. Forward-looking statements reflect the intent, belief or expectations of our management based on their knowledge and understanding of the business and industry and their assumptions, beliefs and expectations with respect to the market for commercial real estate, the U.S. economy and other future conditions. These statements are not guarantees of future performance, and investors should not place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under Item 1A"Risk Factors" in this Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (the "SEC") on February 28, 2013 as they may be revised or supplemented by us in subsequent Reports on Form 10-Q and other filings with the SEC. Among such risks, uncertainties and other factors are market and economic challenges experienced by the U.S. economy or real estate industry as a whole, including dislocations and liquidity disruptions in the credit markets; the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; competition for real estate assets and tenants; impairment charges; the availability of cash flow from operating activities for distributions and capital expenditures; our ability to refinance maturing debt or to obtain new financing on attractive terms; future increases in interest rates; actions or failures by our joint venture partners, including development partners; and factors that could affect our ability to qualify as a real estate investment trust. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Executive Summary
2012 Highlights
• Funds From Operations ("FFO") per share, adjusted increased 7.3% over year-end 2011.
• Same store net operating income ("NOI") increased 1.7% over year-end 2011.
• Consolidated portfolio financial occupancy increased 60 basis points over year-end 2011 and consolidated portfolio leased occupancy increased 10 basis points over the same period.
• Average base rents on new leases signed for our consolidated portfolio increased 19.7% over expiring rates during the year ended December 31, 2012 and increased 8.6% on renewal leases.
• Enhanced our liquidity by issuing preferred stock and increasing the size of our unsecured line of credit facility.
• Improved our EBITDA, adjusted interest expense coverage ratio from 2.5 times to 2.8 times.
2013 Goals and Objectives
• Continue to enhance the value of our portfolio through additional repositioning and redevelopment initiatives.
• Redeploy capital from dispositions of non-core, limited growth assets into acquisitions of high quality retail assets at better than market rates.
• Continue to reduce the cost and extend the term of our debt and reduce our overall leverage over time, which will improve our financial flexibility and liquidity by maintaining access to multiple sources of capital.
As part of our growth strategy, management implemented external growth initiatives consisting of unconsolidated joint venture activities. As a result of these activities being unconsolidated, we are not able to present a complete picture of the impact these ventures have on our consolidated financial statements. We have included pro rata consolidated financial statements in the Non-GAAP Financial Measures section of this Annual Report on Form 10-K to present our consolidated financial statements including our share of the joint venture balance sheets and statements of operations.
Including the accounts of our unconsolidated joint ventures at 100 percent, we managed approximately $2,599,266 in total assets as of December 31, 2012 and earned $302,665 in total revenues. We believe providing this information allows investors to better compare our overall performance and operating metrics to those of other REITs in our peer group.
Ongoing Strategies and Objectives
Current Strategies
Our primary business objective is to enhance the performance and value of our investment properties through management strategies that address the needs of an evolving retail marketplace. Our success in operating our centers efficiently and effectively is, we believe, a direct result of our expertise in the acquisition, management, leasing and development/re-development, either directly or through a joint venture, of our properties.
Acquisition Strategies
We seek to selectively acquire well-located open-air retail centers that meet our investment criteria. We will, from time to time, acquire properties either without financing contingencies or by assuming existing debt to provide us with a competitive advantage over other potential purchasers requiring financing or financing contingencies. Additionally, we concentrate our property acquisitions in areas where we have a large market concentration. In doing this, we believe we are able to attract new retailers to the area and possibly lease several locations to them.
Joint Ventures
We have formed joint ventures to acquire stabilized retail properties as well as properties to be redeveloped and vacant land to be developed. We structure these ventures to earn fees from the joint ventures for providing property management, asset management, acquisition and leasing services. We will continue to receive management and leasing fees for those investment properties under management; however, acquisition fees may decrease as we acquire fewer investment properties through these ventures.
Additionally, we have formed a joint venture to acquire properties that are ultimately sold to investors through a private offering of tenant-in-common ("TIC") interests or interests in Delaware Statutory Trusts ("DST"). We earn fees from the joint venture for providing property management, acquisition and leasing services. We will continue to receive management and leasing fees for those properties under management; even after all of the TIC or DST interests have been sold.
We believe that joint ventures support our strategic goals of expanding our footprint to improve diversification, utilizing attractively priced capital and preserving our balance sheet. Additionally, the joint ventures provide us with ongoing fee income which enhances our results of operations from our core portfolio.
Operations
We actively manage costs to minimize operating expenses by centralizing all management, leasing, marketing, financing, accounting and data processing activities to provide operating efficiencies. We seek to improve rental income and cash flow by aggressively marketing rentable space. We emphasize regular maintenance and periodic renovation to meet the needs of tenants and to maximize long-term returns. We maintain a diversified tenant base consisting primarily of retail tenants providing consumer goods and services. We proactively review our existing portfolio for potential re-development opportunities.
Liquidity and Capital Resources
Our most liquid asset is cash and cash equivalents, which includes cash and short-term investments. Cash and cash equivalents at December 31, 2012 and 2011 were $18,505 and $7,751, respectively. The higher cash balance at December 31, 2012, reflects sales activity in our joint venture with IPCC at year-end, the proceeds of which were subsequently used to pay down the balance on our unsecured line of credit facility, higher prepaid rents and cash received from the sale of certain investment
securities which was not reinvested. See our discussion of the statements of cash flows for a description of our cash activity during the years ended December 31, 2012, 2011 and 2010.
We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements purchased with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash equivalents at financial institutions. The combined account balances at one or more institutions could periodically exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposits in excess of FDIC insurance coverage. However, we do not believe the risk is significant based on our review of the rating of the institutions where our cash is deposited. FDIC insurance currently covers up to $250,000 per depositor at each insured bank.
Sources of cash
Income generated from our investment properties is the primary source from which
we generate cash. Other sources of cash include amounts raised from the sale of
securities, including shares of our common stock sold under our DRP and ongoing
ATM issuance program, draws on our unsecured line of credit facility, which may
be limited due to covenant compliance requirements, proceeds from financings
secured by our investment properties, cash flows we retain that are not
distributed to our stockholders and fee income received from our unconsolidated
joint venture properties. As of December 31, 2012, we were in compliance with
all financial covenants applicable to us. We had up to $95,000 available under
our $175,000 line of credit facility and an additional $100,000 available under
an accordion feature. The access to the accordion feature requires approval of
the lending group. If approved, the terms for the funds borrowed under the
accordion feature would be current market terms and not the terms of the other
borrowings under the line of credit facility. The lending group is not
obligated to approve access to funds under the accordion feature. We use our
cash primarily to pay distributions to our stockholders, for operating expenses
at our investment properties, for interest expense on our debt obligations, for
purchasing additional investment properties and capital commitments at existing
investment properties, to meet joint venture commitments, to repay draws on the
line of credit facility and for retiring mortgages payable.
In the aggregate, our investment properties are currently generating sufficient cash flow to pay our operating expenses, monthly debt service requirements, certain capital expenditures and current distributions. Monthly debt service requirements consist primarily of interest payments on our debt obligations although certain of our secured mortgages require monthly principal amortization.
We also own marketable securities of other entities, including REITs. These investments are generally liquid and could be sold to generate liquidity. These investments in available-for-sale securities totaled $7,711 at December 31, 2012, consisting of preferred and common stock investments. At December 31, 2012, we had recorded an accumulated net unrealized gain of $762 on these investment securities. Realized gains and losses from the sale of available-for-sale securities are specifically identified and determined. During the years ended December 31, 2012, 2011 and 2010, we realized gains on sale of $1,401, $1,264 and $2,352, respectively.
We also fund certain of our liquidity needs through the sale of our common stock in "at the market" or "ATM" issuances. We may issue up to $150,000 of our shares of common stock through the ATM issuances. BMO Capital Markets Corp., Jefferies & Company, Inc. and KeyBanc Capital Markets, Inc. (together the "Agents") act as our sales agent(s) for these issuances which may be made in privately negotiated transactions (if we and the Agents have so agreed in writing) or by any other method deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange or to or through a market maker. We refer to the arrangement with the Agents in this report on Form 10-K as our "ATM issuance program." As of December 31, 2012, we had issued an aggregate of approximately 3,816 shares of our common stock through the ATM issuance program generating net proceeds of approximately $31,691, comprised of approximately $32,504 in gross proceeds, offset by approximately $813 in commissions and fees. We used the proceeds from shares issued through the program for general corporate purposes, which included repayment of mortgage indebtedness secured by our properties, acquiring real property through wholly-owned subsidiaries or through our investment in one or more joint venture entities and repaying amounts outstanding on our unsecured line of credit facility, among other things.
Subsequent to December 31, 2012, we issued approximately 548 shares of our common stock through the ATM issuance program, generating net proceeds of approximately $4,960, comprised of approximately $5,035 in gross proceeds, offset by approximately $76 in commissions and fees.
In October 2011, we issued 2,000 shares of 8.125% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") at a public offering price of $25.00 per share, for net proceeds of approximately $48.4 million, after deducting the underwriting discount but before expenses. The proceeds were initially used to pay down debt to capture interest expense savings until the funds were drawn from our unsecured line of credit facility and used to acquire investment properties.
In February 2012, we issued 2,400 shares of Series A Preferred Stock at a public offering price of $25.3906 per share, for net proceeds of approximately $59,000, after deducting the underwriting discount, but before expenses. We used the net proceeds of the offering to purchase additional investment properties. As of December 31, 2012, we had no cumulative preferred stock dividends in arrears.
Uses of cash
Our largest expenses relate to the operation of our properties as well as the
interest expense on our mortgages payable and other debt obligations. Our
property operating expenses include, but are not limited to, real estate taxes,
regular maintenance, landscaping, snow removal and periodic renovations to meet
tenant needs. Pursuant to lease arrangements, most tenants are required to
reimburse us for some or all of their pro rata share of the real estate taxes
and operating expenses of the property.
Since the most recent economic downturn, we have been successful in restoring stability to our portfolio. The stability of our portfolio, the lack of new supply of retail space, and the continued demand from growing retailers has put us in excellent position to be proactive in upgrading the quality of our tenancy and increasing rents. We continue to focus on leasing vacant spaces, but we are also focusing on right-sizing certain retailers and repositioning other centers to manage tenant exposures and open up space to accommodate larger tenants. These activities may require us to take tenants off-line during construction which may have a temporary adverse effect on our results of operations during the period the tenant is not paying rent. We are proactive in moving forward with these activities as we believe the long term benefits outweigh the temporary decline in cash flows and net operating income.
In 2013, we intend to expand our program to re-position select centers in our portfolio to accommodate in-demand retail concepts and increase asset value. We currently have several projects underway and others under consideration. We expect to take approximately 350,000 square feet out of service in conjunction with planned repositioning projects, which we expect to come back on line in 2014. The loss in revenue from taking this space off-line will be partially offset by revenue coming on-line for leases signed during 2012. During 2012, we invested approximately $25,000 in capital for tenant improvements and leasing commission on new leases and building improvements related to some of these repositioning efforts. We funded these improvements using cash from operations and draws on our unsecured line of credit facility. We expect to invest approximately the same amount in 2013 using the same sources of cash.
Reference is made to the Total Debt Maturity Schedule in Note 13, "Secured and Unsecured Debt" to the accompanying consolidated financial statements for a discussion of our total debt outstanding as of December 31, 2012, which is incorporated into this Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Approximately $106,658 of consolidated debt, including required monthly principal amortization, matures prior to the end of 2013. Included in this debt maturing in 2013 is approximately $90,247 related to our Algonquin Commons property. Although these loans do not mature until November 2014, we have included them in 2013 because the lender has accelerated the due date of the loans in connection with their decision to initiate foreclosure proceedings. We intend to repay the remaining maturing debt upon maturity using available cash and/or borrowings under our unsecured line of credit facility.
In June 2012, we ceased paying the monthly debt service on the mortgage loans encumbering Algonquin Commons. We had hoped to reach an agreement with the special servicer that would have revised the loan structure to make continued ownership of the property economically feasible. In January 2013, we received notice that a complaint had been filed by the successors to the lender, alleging events of default under the loan documents and, among other things, seeking to foreclose on the property. We cannot currently estimate the impact the dispute will have on our consolidated financial statements and may not be able to do so until a final outcome has been reached. We believe the Payment Guaranty has, however, ceased and is of no further force and effect as a result of the property having met the performance metrics set forth in the Payment Guaranty. As we have previously disclosed, if we are required to pay the full $18,600 outstanding under the guarantee, then making that payment could have a material adverse effect on our consolidated statements of cash flows for the period and the year in which it would be made and it could have a material adverse effect on our consolidated statements of operations and comprehensive income for the period and the year in which the Company culminates the disposal of the property and related debt. We believe that this payment would not have a material effect on our consolidated balance sheets. If we are required to pay under the payment guarantee, we expect to be able to fund this payment using available cash and/or a draw on our unsecured line of credit facility.
In October 2012, we entered into a First Amendment (the "Amendment") to the Limited Partnership Agreement of our joint venture with PGGM. Subject to the terms and conditions of the Amendment, the partners increased the potential maximum equity contributions to allow for the acquisition of up to an additional $400,000 of grocery-anchored and community retail centers located in Midwestern U.S. markets, using partner equity and secured debt. The Amendment increases our potential maximum equity commitment from approximately $160,000 to $280,000. PGGM's potential maximum equity commitment
has been increased from approximately $130,000 to $230,000. The Amendment allows for a two-year investment period and no contributions are required unless and until both partners approve an additional acquisition. We will fund our equity commitment with draws on our line of credit facility, proceeds from sales of investment properties, proceeds from financing unencumbered properties or the sale of preferred and/or common stock.
Acquisitions and Dispositions
The table below presents investment property acquisitions during the years ended
December 31, 2012, 2011 and 2010.
Financial
Occupancy
GLA Purchase Cap Rate at time of
Date Property City State Sq.Ft. Price (a) Acquisition
12/21/2012 Valparaiso Walk Valparaiso IN 137,500 $ 21,900 8.00 % 100 %
Dick's Sporting Goods Cranberry
12/21/2012 (b) Township PA 81,780 19,100 7.71 % 100 %
12/20/2012 Walgreens (b) El Paso TX 15,120 4,200 7.11 % 100 %
Benton
12/20/2012 Walgreens (b) Harbor MI 14,820 4,920 6.72 % 100 %
Dollar General
12/19/2012 Portfolio (b) (c) (c) (c) 54,230 6,337 (c) 100 %
BJ's Wholesale Club
11/16/2012 (b) Gainesville VA 76,267 16,000 6.48 % 100 %
10/30/2012 Family Dollar (b) Lorain OH 8,400 1,246 8.25 % 100 %
10/30/2012 Family Dollar (b) Cisco TX 8,000 939 8.50 % 100 %
9/26/2012 Walgreens (b) New Bedford MA 10,350 2,650 8.14 % 100 %
8/15/2012 Walgreens (b) Villa Park IL 12,154 4,863 7.51 % 100 %
6/13/2012 Walgreens (b) Milwaukee WI 13,905 3,025 7.65 % 100 %
Orland Park Place
4/18/2012 Outlots II Orland Park IL 22,966 8,750 7.40 % 100 %
CVS/Walgreens
3/27/2012 Portfolio (b) (d) (d) (d) 55,465 23,711 6.50 % 100 %
CVS/Walgreens
3/19/2012 Portfolio (b) (e) (e) (e) 40,113 17,059 6.50 % 100 %
3/16/2012 Pick N Save (b) Sheboygan WI 62,138 11,700 7.44 % 100 %
Mt. Pleasant Shopping
3/13/2012 Center (b) (f) Mt. Pleasant WI 83,334 21,320 7.20 % 98 %
Westgate Shopping Fairview
3/6/2012 Center (g) (h) Park OH 241,838 73,405 7.60 % 86 %
Stone Creek Towne
2/29/2012 Center (i) (j) Cincinnati OH 142,824 36,000 8.00 % 97 %
Woodbury Commons (k)
2/24/2012 (l) Woodbury MN 116,196 10,300 6.50 % 66 %
Silver Lake Village
2/24/2012 (i) (m) St. Anthony MN 159,303 36,300 6.90 % 87 %
12/15/2011 Turfway Commons (i) Florence KY 105,471 12,980 8.37 % 95 %
12/7/2011 Elston Plaza (i) Chicago IL 87,946 18,900 6.75 % 90 %
Brownstones Shopping
11/29/2011 Center (i) Brookfield WI 137,816 24,100 7.00 % 96 %
11/1/2011 Bradley Commons Bradley IL 174,348 25,820 7.45 % 93 %
Champlin Marketplace
9/21/2011 (i) Champlin MN 88,577 13,200 6.40 % 89 %
Walgreens Portfolio
6/14/2011 (b) (n) (n) (n) 85,920 32,027 (n) 100 %
6/2/2011 Red Top Plaza (i) Libertyville IL 151,840 19,762 7.39 % 81 %
Triple Net Leased
4/13/2011 Portfolio (b) (o) (o) (o) 107,962 46,931 (o) 100 %
Mariano's Fresh Arlington
3/24/2011 Market (b) Heights IL 66,393 20,800 7.41 % 100 %
1/11/2011 Joffco Square (i) Chicago IL 95,204 23,800 7.15 % 83 %
Menomonee
11/22/2010 Roundy's Falls WI 103,611 20,722 7.68 % 100 %
11/15/2010 CVS (b) Elk Grove CA 12,900 7,689 7.60 % 100 %
Diffley Marketplace
10/25/2010 (i) Eagan MN 62,656 11,861 6.54 % 94 %
10/7/2010 Walgreens (b) Island Lake IL 14,820 4,493 7.50 % 100 %
University of Phoenix
9/24/2010 (b) Meridian ID 36,773 8,825 8.25 % 100 %
Harbor Square Plaza Port
9/7/2010 (b) (p) Charlotte FL 20,087 11,250 8.10 % 100 %
8/26/2010 Copp's (b) Sun Prairie WI 61,048 11,700 8.35 % 100 %
Farnam Tech Center
7/8/2010 (b) Omaha NE 118,239 18,000 7.22 % 100 %
The Point at Clark
6/23/2010 (q) Chicago IL 95,455 28,816 7.74 % 100 %
2,983,769 $ 685,401
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(a) The Cap Rate disclosed is as of the time of acquisition and is calculated by dividing the forecasted net operating income ("NOI") by the purchase price. Forecasted NOI is defined as forecasted net income for the twelve months following the acquisition of the property, calculated in accordance with U.S. GAAP, excluding straight-line rental income, amortization of lease intangibles, interest, depreciation, amortization and bad debt expense, less a vacancy factor to allow for potential tenant move-outs or defaults. . . .
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