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JUNE 2004

JUNE 2004. The Rouse Company.

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JUNE 2004

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  1. JUNE 2004

  2. The Rouse Company • Headquartered in Columbia, Maryland, The Rouse Company is a premier real estate development and management company (book value of assets totals $7.9 billion) that, through its subsidiaries and affiliates, operates approximately 150 properties encompassing retail, office, and other commercial space in 23 states. • Rouse focuses its business activities on 3 segments: Retail Centers Community Development Office and Other Properties • Rouse is the developer of the premier master-planned communities of Columbia and Fairwood in Maryland; Summerlin, Nevada, just outside of Las Vegas; The Woodlands in Houston, Texas; and a new project, Bridgelands, on the western side of Houston. 1

  3. The Rouse Company2003 Revenue Contribution (in Millions) Office and Other Properties 15% Community Development 22% $201.0 $291.4 $843.2 Retail Centers 63% 2

  4. Retail Centers • Rouse presently owns and manages a retail portfolio of 37 retail centers, 4 community shopping centers, and 6 mixed-use projects, totaling approximately 40 million square feet. The portfolio includes some of the premier retail properties in the United States: Bridgewater Commons Bridgewater, NJ Faneuil Hall Marketplace Boston, MA Fashion Show Las Vegas, NV Oakbrook Center Oakbrook, IL Perimeter Mall Atlanta, GA Water Tower Place Chicago, IL • Sales per square foot were $439 for the rolling 12 months ended March 31, 2004. Average occupancy was 93% during the first quarter of 2004. Effective rent (minimum plus percentage rent) to sales ratio of 9%. Total rent to sales ratio of 14%. • For the rolling 12 months ended March 31, 2004, base rent gains (cash basis) of $47.33 against base rent losses (cash basis) of $40.45. (1) Net Operating Income Millions (1) Excludes leasing at development projects, space >10,000 square feet and terms of two years or less. 3

  5. Retail Center Geographic Diversity Seattle Portland Boston Minneapolis Detroit - 2 Providence New York City - 2 New Jersey - 4 Chicago - 2 Salt Lake City Cleveland Wilmington Baltimore / Columbia - 8 Denver Louisville Las Vegas - 4 Durham Atlanta Phoenix Augusta Fort Worth - 2 New Orleans - 2 Austin Tallahassee San Antonio Orlando Palm Beach Miami - 2 4

  6. Highland Mall Mall St. Matthews Paramus Park Perimeter Mall Willowbrook Woodbridge Center Retail CentersProperties Owned & Managed for more than 25 Years 1977 2003 Square Footage Department Stores Net Operating Income Compound Annual Growth Rate of NOI 5.8 Million 16 $15.9 Million 7.4 Million 23 $108.8 Million 7.7 % 5

  7. Net Operating IncomeRetail Centers Owned and Operated for 25 Years $108.8 2003 Millions Compound Annual Growth Rate: 7.7% $92.3 2000 $75.4 1995 $56.9 1990 $36.4 1985 $22.9 1980 6

  8. U.S. Retail CentersMall Rankings (1) Rating 2 Number of Centers Percent ofTotal A+ A B C Total 50 94 210 254 608 8 % 15 % 35 % 42 % 100 % (1) Includes malls owned by the seven largest REITs plus 98 independently owned centers (2) Rouse’s internal rating system based on sales volume, productivity, anchor performance, regional demographics, quality of tenancy and competitive position in local market. 7

  9. Rouse Regional Centers Mall Ranking Total Regional Centers (1) A+ or A C B Number Percent Number Percent Number Percent 1993 Portfolio 51 Centers 5 10% 13 25% 33 65% Current Portfolio 31 Centers 19 10 32% 2 61% 7% 2007 Portfolio (2) 34 Centers 22 12 35% - - 65% (1) Excludes urban centers, projects with less than two anchors, and centers open less than one year. (2) Includes current and recently opened development projects. 8

  10. Rouse Regional Center RankingsAs of 12/31/03 A+ or A B C 10 Centers 32%of Total Augusta Mall Collin Creek Governor's Square Highland Mall Hulen Mall Mall St. Matthews Oakwood Center Paramus Park Southland White Marsh 2 Centers 7%of Total Oviedo Marketplace Owings Mills 19 Centers 61%of Total Beachwood Place Bridgewater Commons Christiana Mall Fashion Place Fashion Show Lakeside Mall North Star Oakbrook Center Park Meadows Perimeter Mall Providence Place Ridgedale Center Staten Island Mall The Streets at Southpoint The Mall in Columbia Towson Town Center Water Tower Place Willowbrook Mall Woodbridge Center 9

  11. Rouse Regional CentersKey Performance Measures Regional Centers (1) 2004 Sales per Square Foot (2) 2004 AverageOccupancy (3) % 2004 NetOperating Income Center Ranking A+ or A B C $ 489 $ 357 $ 286 94 % 94 % 91 % 73 % 24 % 3 % (1) Excludes urban centers, projects with less than two anchors, and centers open less than one year (2) Comparable tenants, excluding spaces >10,000 s.f., for the rolling 12 months ended March 31, 2004. (3) For the first quarter of 2004. 10

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  14. Rouse has developed two of the most successful master-planned communities in the United States. Columbia, Maryland: Columbia now has a population of 96,000, residing in 34,100 apartments, condominiums and single-family homes. Summerlin, Nevada: Summerlin has been the best selling master-planned community in the United States for 10 of the last 11 years. From 1997 - 2003 Land sales have generated almost $500 million of net operating income. Current value of land assets has more than doubled. Rouse recently began development of the 9,000 acre master-planned community of Bridgelands, Texas Rouse acquired a 52.5% economic interest in The Woodlands in December 2003. The available land within each community is fully entitled. NOI from community development was $41.3 million for the first quarter of 2004, up 38% from 2003’s first quarter. NOI for 2004 should exceed 2003’s contribution of $123.9 million. Development of Planned Communities Net Operating Income Millions $123.9 $125 $86.2 $78.0 $69.9 $51.6 $49.2 $48.0 $0 1997 1998 1999 2000 2001 2002 2003 13

  15. Community Development at RouseTurning Raw Dirt into Valuable Land Rouse sells high-margin finished land Use credibility to participate in broader political process Achieve critical mass and milestones Develop amenities Rouse sells land when appropriate Manage land sales and development program Build infrastructure Rouse acquires raw and/or entitled land Obtain subdivision approvals Achieve necessary entitlements Create and gain approval for master plan Purchase or otherwise control land TIME Rouse invests to build community and its infrastructure 14

  16. Rouse Master-Planned Communities Columbia (1) Summerlin Woodlands Bridgelands Size (acres) Saleable acres Current residents Residents at completion Current employment 2002 employment (10 mile ring demographics) Number of firms Total employees % white collar 15,300 1,500 96,500 105,500 91,000 16,844 234,427 64% 22,500 6,700 66,700 170,000 14,400 24,671 384,809 55% 27,000 5,100 72,000 125,000 30,000 8,690 78,310 61% 9,000 6,700 -- 50,000 -- 8,412 78,375 58% (1) Includes Fairwood in Prince George’s County, MD. 15

  17. Houston Community Development THE WOODLANDS BRIDGELANDS 16

  18. Houston Economy • Large, steadily growing population center • Fourth largest U.S. city, seventh largest MSA • Houston MSA has 4.7 million residents • 25% increase 1990 - 2000 • Houston’s strong economic growth is expected to continue. • Annual job growth of 60,000 since 1995 • 2003-2007 population growth is projected to be in excess of 7%. • Employment growth over this period is projected to be 9.3%. • Per capita income remains high • 26% higher than the state of Texas • 18% higher than the United States • Certain key employers are continuing to hire Wal-Mart, Inc. McDonalds Corporation ExxonMobil Corp. University of Texas Anderson Cancer Center Halliburton Company Hewlett-Packard The Kroger Company Baylor College of Medicine 17

  19. The Woodlands • Thirty year track record • 70,000 residents primarily in single-family homes • 900 businesses employing 30,000 • The Woodlands has consistently outsold the other 15 leading master-planned communities in Houston. • Average housing starts over the last 10 years have been over 1,200 per year. • The next closest community has been just under 600 per year. • Average new-home price in 2003 is $293,000. • Attractive amenities • One of the highest ranking school districts in the Houston area • Provides homeowners with investment protection in a market with no zoning • Projected build-out of eight to ten years 18

  20. Bridgelands Overview • 25 miles northwest of downtown Houston, off US 290 • Current major access projects will enhance site access • Beautiful natural landscape • 8,060 acres originally purchased • 950 acres subsequently added • Over 17,000 single family units projected • Over 900 acres of commercial use • First land sales in late 2005 19

  21. Office and Other Properties • Rouse owns and manages a portfolio of office, industrial and other commercial properties totaling approximately 9 million square feet, primarily in the Baltimore / Washington and Las Vegas / Summerlin markets. • Total portfolio occupancy is relatively stable, 85% at March 31,2004. • The decline in 2001 was due to the Company’s transfer of 37 office / industrial properties in Las Vegas in late 2000. Subsequent declines, related to a nationwide office slump, reduced demand with an oversupply of space and additional dispositions. Net Operating Income Millions 20

  22. Strategic Asset Management Rouse optimizes its real estate portfolio through the acquisition, development, expansion and disposition of assets over time. Major transactions over last ten years Acquisitions June 1996$520 million acquisition of The Hughes Corporation and its assets, including the 22,500 acre master-planned community of Summerlin, NV, Fashion Show Mall, and other land parcels and commercial buildings in Las Vegas. December 1998$1 billion acquisition of TrizecHahn’s interests in four regional centers. In 1997 sales averaged $405/SF at these projects. In 2003 sales averaged $502/SF. May 2002$1.5 billion acquisition of Rodamco North America’s interests in eight regional centers. In 2003 sales averaged $473/SF at these projects. 2002 - 2003More than $500 million of individual asset acquisitions. June 2003Acquired 8,000 acres in West Houston for the development of the community of Bridgelands. December 2003$400 million acquisition of CEI’s 52.5% economic interest in The Woodlands. March 2004Acquired Providence Place. Dispositions Since 1993Rouse has disposed of interests in more than 45 retail projects and more than 40 office/industrial buildings. March 2002$100 million sale of interests in Columbia’s 12 village centers. May 2003$548 million sale of six Philadelphia area projects. December 2003 - February 2004$233 million disposition of interests in Hughes Center in Las Vegas. 21

  23. Total Net Operating Income Millions 22

  24. Reduction in Leverage Debt (1)/Gross Asset Value (2) (1)Includes JV debt (2)Includes the effect of the Hughes Center disposition 23

  25. Common Stock Dividend $2.00 $1.88 (1) $1.68 $1.56 $1.42 $1.32 $1.12 C.A.G.R. = 14% (26 years) $0.88 $0.68 $0.60 $0.60 $0.52 $0.40 $0.31 $0.16 $0.07 $0.00 1978 80 82 84 86 88 90 92 94 96 98 2000 2002 2004 (1)2004 dividend represents the annual rate of the dividend approved by the Company’s Board of Directors for the first half of 2004. 24

  26. Corporate GovernanceRouse’s History and Established Practices • The Rouse Culture • Business Conduct and Ethics Policy • The Rouse Board of Directors • Board Committees • The Audit Committee • Internal Audit • Quarterly Business Reviews 25

  27. Investment Highlights • One of the highest-quality diversified real estate portfolios in the public arena • Professional, experienced management team, free from conflicts of interest • A long history of emphasizing long term value creation for shareholders (publicly-owned since 1956) • An increasing common stock cash dividend since 1978 • Low dividend payout ratio, allowing for significant reinvestment in operating business • Investment grade credit since the mid-1980’s (reaffirmed by S&P and Moody’s, March 2004) • Opportunity for future growth through development, management, ownership, acquisition and disposition of high-quality real estate 26

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