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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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42-1579325
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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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2021 Spring Road, Suite 200, 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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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, $.001 par value
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New York Stock Exchange
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7.00% Series A Cumulative Redeemable Preferred Stock, $.001 par value
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New York Stock Exchange
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Title of class
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None
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Property Type
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Number of
Properties
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GLA
(in thousands)
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Occupancy
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Percent Leased
Including Leases
Signed (a)
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Operating portfolio:
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Multi-tenant retail
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Power centers
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52
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11,973
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96.1
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%
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97.0
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%
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Neighborhood and community centers
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85
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10,527
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92.9
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%
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93.9
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%
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Lifestyle centers and mixed-use properties
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14
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5,214
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90.5
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%
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90.8
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%
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Total multi-tenant retail
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151
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27,714
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93.8
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%
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94.7
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%
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Single-user retail
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47
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1,216
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100.0
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%
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100.0
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%
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Total retail operating portfolio
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198
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28,930
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94.1
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%
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94.9
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%
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Office
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1
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895
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100.0
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%
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100.0
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%
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Total operating portfolio
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199
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29,825
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94.3
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%
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95.1
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%
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(a)
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Includes leases signed but not commenced.
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well-diversified local economy;
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strong demographic profile with significant long-term population growth or above-average existing density, low relative cost-of living and/or a highly educated employment base;
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fiscal and regulatory environment conducive to business activity and growth;
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strong barriers to entry, whether topographical, regulatory or density driven; and
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ability to create critical mass and realize operational efficiencies.
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consumer demographics;
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quality, design and location of properties;
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diversity of retailers within individual shopping centers;
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management and operational expertise of the landlord; and
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rental rates.
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national, regional and local economies, which may be negatively impacted by inflation, deflation, government deficits, high unemployment rates, decreased consumer confidence, industry slowdowns, reduced corporate profits, liquidity and other adverse business conditions;
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local real estate conditions, such as an oversupply of retail space or a reduction in demand for retail space, resulting in vacancies or compromising our ability to rent space on favorable terms;
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the convenience and quality of competing retail properties and other retailing options such as the internet;
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adverse changes in the financial condition of tenants at our properties, including financial difficulties, lease defaults or bankruptcies;
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competition for investment opportunities from other real estate investors with significant capital, including other REITs, real estate operating companies and institutional investment funds;
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the illiquid nature of real estate investments, which may limit our ability to sell properties at the terms desired or at terms favorable to us;
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fluctuations in interest rates and the availability of financing, which could adversely affect our ability and the ability of potential buyers and tenants of our properties, to obtain financing on favorable terms or at all;
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changes in, and changes in the enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, government fiscal policies and the ADA; and
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civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes and floods, which may result in uninsured and underinsured losses.
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we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including other REITs, real estate operating companies and institutional investment funds;
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even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price;
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we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed;
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we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly the acquisition of portfolios of properties, into our existing operations;
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we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations; and
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we may acquire properties subject to liabilities and without any recourse, or with only limited recourse to former owners, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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expenditure of capital and time on projects that may never be completed;
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failure or inability to obtain financing on favorable terms or at all;
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higher than estimated construction or operating costs, including labor and material costs;
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inability to complete construction and lease-up on schedule due to a number of factors, including weather, labor disruptions, construction delays, delays or failure to receive zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods);
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significant time lag between commencement and stabilization subjecting us to delayed returns and greater risks due to fluctuations in the general economy, shifts in demographics and competition; and
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occupancy and rental rates at a newly completed project that may not meet expectations.
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) or an affiliate of an interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter, may impose special shareholder voting requirements unless certain minimum price conditions are satisfied; and
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“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our
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actual receipt of an improper benefit or profit in money, property or services; or
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a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
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we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;
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we could be subject to the U.S. federal alternative minimum tax;
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we could be subject to increased state and local taxes; and
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unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
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actual or anticipated changes in our operating results and changes in expectations of future financial performance;
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our operating performance and the performance of other similar companies;
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our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy;
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adverse market reaction to any indebtedness we incur in the future;
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equity issuances or buybacks by us or the perception that such issuances or buybacks may occur;
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increases in market interest rates or decreases in our distributions to shareholders that lead purchasers of our shares to demand a higher yield;
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changes in market valuations of similar companies;
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changes in real estate valuations;
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additions or departures of key management personnel;
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changes in the real estate industry, including increased competition due to shopping center supply growth, and in the retail industry, including growth in e-commerce, catalog companies and direct consumer sales;
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publication of research reports about us or our industry by securities analysts;
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speculation in the press or investment community;
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the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry;
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changes in accounting principles;
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our failure to satisfy the listing requirements of the NYSE;
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our failure to comply with the requirements of the Sarbanes‑Oxley Act;
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our failure to qualify as a REIT; and
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general market conditions, including factors unrelated to our performance.
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Division
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Number of
Properties
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ABR
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% of Total
Retail
ABR (a)
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ABR per
Occupied
Sq. Ft.
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GLA
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% of Total
Retail
GLA (a)
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Occupancy (b)
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Eastern Division
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Alabama, Connecticut, Florida, Georgia, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia
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120
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$
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238,269
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53.8
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%
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$
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15.56
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16,207
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56.0
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%
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94.5
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%
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Western Division
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Arizona, California, Colorado, Illinois, Louisiana, New Mexico, Oklahoma, Texas, Utah, Washington
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78
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204,768
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46.2
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%
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17.19
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12,723
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44.0
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%
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93.6
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%
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Total retail operating portfolio
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198
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443,037
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100.0
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%
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16.27
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28,930
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100.0
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%
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94.1
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%
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Office
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1
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10,476
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11.71
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895
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100.0
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%
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Total consolidated operating portfolio
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199
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$
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453,513
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$
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16.12
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29,825
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94.3
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%
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(a)
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Percentages are only provided for our retail operating portfolio.
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(b)
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Calculated as the percentage of economically occupied GLA as of
December 31, 2015
. Including leases signed but not commenced, our retail operating portfolio and our consolidated operating portfolio were 94.9% and 95.1% leased, respectively, as of
December 31, 2015
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Tenant
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Primary DBA
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Number
of Stores
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ABR
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% of
Total ABR
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ABR per
Occupied
Sq. Ft.
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Occupied
GLA
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% of
Occupied
GLA
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Ahold U.S.A. Inc.
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Giant Foods, Stop & Shop, Martin's
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11
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$
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13,275
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3.0
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%
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$
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19.67
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675
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2.5
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%
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Best Buy Co., Inc.
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Best Buy, Pacific Sales
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21
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12,697
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2.9
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%
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15.24
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833
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3.1
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%
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The TJX Companies, Inc.
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HomeGoods, Marshalls, T.J. Maxx
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40
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10,833
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2.4
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%
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9.17
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1,181
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4.3
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%
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Ross Stores, Inc.
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32
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10,583
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2.4
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%
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11.22
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943
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3.5
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%
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Bed Bath & Beyond Inc.
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Bed Bath & Beyond, Buy Buy Baby, The Christmas Tree Shops, Cost Plus World Market
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26
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9,492
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2.1
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%
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13.72
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692
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2.5
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%
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Rite Aid Corporation
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32
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9,388
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2.1
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%
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22.95
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409
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1.5
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%
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PetSmart, Inc.
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28
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8,398
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1.9
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%
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14.63
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574
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2.1
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%
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The Home Depot, Inc.
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8
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7,303
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1.7
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%
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8.39
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870
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3.2
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%
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AB Acquisition LLC
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Safeway, Jewel-Osco, Shaw’s Supermarket, Tom Thumb
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10
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7,117
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1.6
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%
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13.53
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526
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1.9
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%
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Regal Entertainment Group
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Edwards Cinema
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2
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6,911
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1.6
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%
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31.56
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219
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0.8
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%
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Michaels Stores, Inc.
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Michaels, Aaron Brothers Art & Frame
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24
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6,167
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1.4
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%
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11.38
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542
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2.0
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%
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The Sports Authority, Inc.
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10
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5,785
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1.3
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%
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13.18
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439
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1.6
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%
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Pier 1 Imports, Inc.
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27
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5,564
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1.3
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%
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20.09
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277
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1.0
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%
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Office Depot, Inc.
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Office Depot, OfficeMax
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19
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5,551
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1.3
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%
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14.16
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392
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1.4
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%
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Ascena Retail Group Inc.
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Dress Barn, Lane Bryant, Justice, Catherine’s, Ann Taylor, Maurices, LOFT
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48
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5,416
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1.2
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%
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20.91
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259
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1.0
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%
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Publix Super Markets Inc.
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12
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5,405
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1.2
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%
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10.58
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511
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1.9
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%
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Dick's Sporting Goods, Inc.
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Dick's Sporting Goods, Golf Galaxy, Field & Stream
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10
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5,403
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1.2
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%
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10.92
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495
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1.8
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%
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The Gap, Inc.
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Old Navy, Banana Republic, The Gap, Gap Factory Store
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25
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5,065
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1.1
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%
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14.72
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344
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1.3
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%
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The Kroger Co.
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Kroger, Harris Teeter, King Soopers, QFC
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9
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4,978
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1.1
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%
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9.84
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506
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1.9
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%
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Barnes & Noble, Inc.
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11
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4,686
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1.1
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%
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16.74
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280
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1.0
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%
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Total Top Retail Tenants
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405
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$
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150,017
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33.9
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%
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$
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13.68
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10,967
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40.3
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%
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Lease Expiration Year
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Lease
Count
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ABR
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% of Total
ABR
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ABR per
Occupied
Sq. Ft.
|
|
GLA
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% of
Occupied
GLA
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2016 (a)
|
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381
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$
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31,187
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7.0
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%
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$
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19.26
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|
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1,619
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6.0
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%
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2017
|
|
435
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43,390
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|
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9.8
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%
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15.27
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|
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2,842
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10.4
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%
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2018
|
|
487
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|
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55,073
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12.4
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%
|
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18.08
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|
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3,046
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|
|
11.2
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%
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2019
|
|
520
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|
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73,472
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|
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16.5
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%
|
|
17.99
|
|
|
4,084
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|
|
15.0
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%
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2020
|
|
390
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|
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51,572
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|
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11.7
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%
|
|
15.45
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|
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3,339
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|
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12.3
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%
|
||
2021
|
|
211
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|
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36,748
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|
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8.2
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%
|
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15.99
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|
|
2,298
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|
|
8.4
|
%
|
||
2022
|
|
104
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|
|
28,675
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|
|
6.6
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%
|
|
13.91
|
|
|
2,062
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|
|
7.6
|
%
|
||
2023
|
|
98
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|
|
24,583
|
|
|
5.6
|
%
|
|
15.19
|
|
|
1,618
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|
|
6.0
|
%
|
||
2024
|
|
155
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|
|
32,807
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|
|
7.4
|
%
|
|
14.88
|
|
|
2,205
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|
|
8.1
|
%
|
||
2025
|
|
112
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|
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24,468
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|
|
5.5
|
%
|
|
16.25
|
|
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1,506
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|
|
5.5
|
%
|
||
Thereafter
|
|
88
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|
|
39,201
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|
|
8.9
|
%
|
|
15.76
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|
|
2,488
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|
|
9.1
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%
|
||
Month-to-month
|
|
49
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|
|
1,861
|
|
|
0.4
|
%
|
|
16.47
|
|
|
113
|
|
|
0.4
|
%
|
||
Total
|
|
3,030
|
|
|
$
|
443,037
|
|
|
100.0
|
%
|
|
$
|
16.27
|
|
|
27,220
|
|
|
100.0
|
%
|
(a)
|
Excludes month-to-month leases.
|
|
|
Sales Price
|
|
Dividends
per Share
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
2015
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
15.60
|
|
|
$
|
13.79
|
|
|
$
|
0.165625
|
|
Third Quarter
|
|
$
|
15.39
|
|
|
$
|
13.10
|
|
|
$
|
0.165625
|
|
Second Quarter
|
|
$
|
16.18
|
|
|
$
|
13.83
|
|
|
$
|
0.165625
|
|
First Quarter
|
|
$
|
18.24
|
|
|
$
|
15.42
|
|
|
$
|
0.165625
|
|
2014
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
16.99
|
|
|
$
|
14.43
|
|
|
$
|
0.165625
|
|
Third Quarter
|
|
$
|
16.15
|
|
|
$
|
13.48
|
|
|
$
|
0.165625
|
|
Second Quarter
|
|
$
|
15.65
|
|
|
$
|
13.42
|
|
|
$
|
0.165625
|
|
First Quarter
|
|
$
|
14.00
|
|
|
$
|
12.07
|
|
|
$
|
0.165625
|
|
|
|
2015
|
|
2014
|
||||
Ordinary dividends
|
|
$
|
0.499116
|
|
|
$
|
0.447492
|
|
Non-dividend distributions
|
|
0.163384
|
|
|
0.215008
|
|
||
Total distribution per common share
|
|
$
|
0.662500
|
|
|
$
|
0.662500
|
|
Period
|
|
Total number
of shares of
Class A common
stock purchased
|
|
Average price
paid per share
of Class A
common stock
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
|
|||||
October 1, 2015 to October 31, 2015
|
|
20
|
|
|
$
|
14.16
|
|
|
N/A
|
|
N/A
|
|
|
November 1, 2015 to November 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
|
December 1, 2015 to December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
250,000
|
|
Total
|
|
20
|
|
|
$
|
14.16
|
|
|
N/A
|
|
$
|
250,000
|
|
(a)
|
As disclosed on the Form 8-K dated December 15, 2015, represents amount outstanding under our $250,000 common stock repurchase program. There is no scheduled expiration date to this program. As of
December 31, 2015
, we had not repurchased any shares under this program.
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net investment properties
|
|
$
|
4,254,647
|
|
|
$
|
4,314,905
|
|
|
$
|
4,474,044
|
|
|
$
|
4,687,091
|
|
|
$
|
5,260,788
|
|
Total assets
|
|
$
|
4,621,251
|
|
|
$
|
4,787,989
|
|
|
$
|
4,858,518
|
|
|
$
|
5,212,544
|
|
|
$
|
5,913,910
|
|
Total debt
|
|
$
|
2,166,238
|
|
|
$
|
2,318,735
|
|
|
$
|
2,280,587
|
|
|
$
|
2,567,206
|
|
|
$
|
3,453,234
|
|
Total shareholders’ equity
|
|
$
|
2,155,337
|
|
|
$
|
2,187,881
|
|
|
$
|
2,307,340
|
|
|
$
|
2,374,259
|
|
|
$
|
2,135,024
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
603,960
|
|
|
$
|
600,614
|
|
|
$
|
551,508
|
|
|
$
|
531,171
|
|
|
$
|
531,077
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
214,706
|
|
|
215,966
|
|
|
222,710
|
|
|
208,658
|
|
|
213,623
|
|
|||||
Other
|
|
248,184
|
|
|
282,003
|
|
|
251,277
|
|
|
187,949
|
|
|
192,282
|
|
|||||
Total expenses
|
|
462,890
|
|
|
497,969
|
|
|
473,987
|
|
|
396,607
|
|
|
405,905
|
|
|||||
Operating income
|
|
141,070
|
|
|
102,645
|
|
|
77,521
|
|
|
134,564
|
|
|
125,172
|
|
|||||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,879
|
|
|
15,345
|
|
|||||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
4,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity in loss of unconsolidated joint ventures, net
|
|
—
|
|
|
(2,088
|
)
|
|
(1,246
|
)
|
|
(6,307
|
)
|
|
(6,437
|
)
|
|||||
Gain on sale of joint venture interest
|
|
—
|
|
|
—
|
|
|
17,499
|
|
|
—
|
|
|
—
|
|
|||||
Gain on change in control of investment properties
|
|
—
|
|
|
24,158
|
|
|
5,435
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
(138,938
|
)
|
|
(133,835
|
)
|
|
(146,805
|
)
|
|
(171,295
|
)
|
|
(203,914
|
)
|
|||||
Other non-operating income (expense), net
|
|
1,700
|
|
|
5,459
|
|
|
4,741
|
|
|
24,791
|
|
|
(1,658
|
)
|
|||||
Income (loss) from continuing operations
|
|
3,832
|
|
|
597
|
|
|
(42,855
|
)
|
|
(14,368
|
)
|
|
(71,492
|
)
|
|||||
Income (loss) from discontinued operations, net
|
|
—
|
|
|
507
|
|
|
50,675
|
|
|
6,078
|
|
|
(6,992
|
)
|
|||||
Gain on sales of investment properties, net
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
7,843
|
|
|
5,906
|
|
|||||
Net income (loss)
|
|
125,624
|
|
|
43,300
|
|
|
13,626
|
|
|
(447
|
)
|
|
(72,578
|
)
|
|||||
Net income attributable to noncontrolling interests
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Net income (loss) attributable to the Company
|
|
125,096
|
|
|
43,300
|
|
|
13,626
|
|
|
(447
|
)
|
|
(72,609
|
)
|
|||||
Preferred stock dividends
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(263
|
)
|
|
—
|
|
|||||
Net income (loss) attributable to common shareholders
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
4,176
|
|
|
$
|
(710
|
)
|
|
$
|
(72,609
|
)
|
Earnings (loss) per common share – basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.34
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|
0.03
|
|
|
(0.04
|
)
|
|||||
Net income (loss) per common share attributable to
common shareholders
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared – preferred
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
|
$
|
9,713
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions declared per preferred share
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions declared – common
|
|
$
|
157,173
|
|
|
$
|
156,742
|
|
|
$
|
155,616
|
|
|
$
|
146,769
|
|
|
$
|
120,647
|
|
Distributions declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
Cash flows provided by operating activities
|
|
$
|
265,813
|
|
|
$
|
254,014
|
|
|
$
|
239,632
|
|
|
$
|
167,085
|
|
|
$
|
174,607
|
|
Cash flows provided by investing activities
|
|
$
|
25,288
|
|
|
$
|
77,900
|
|
|
$
|
103,212
|
|
|
$
|
471,829
|
|
|
$
|
107,471
|
|
Cash flows used in financing activities
|
|
$
|
(351,969
|
)
|
|
$
|
(277,812
|
)
|
|
$
|
(422,723
|
)
|
|
$
|
(636,854
|
)
|
|
$
|
(276,282
|
)
|
Weighted average number of common shares outstanding – basic
|
|
236,380
|
|
|
236,184
|
|
|
234,134
|
|
|
220,464
|
|
|
192,456
|
|
|||||
Weighted average number of common shares outstanding – diluted
|
|
236,382
|
|
|
236,187
|
|
|
234,134
|
|
|
220,464
|
|
|
192,456
|
|
•
|
economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
|
•
|
economic and other developments in the state of Texas, where we have a high concentration of properties;
|
•
|
our business strategy;
|
•
|
our projected operating results;
|
•
|
rental rates and/or vacancy rates;
|
•
|
frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;
|
•
|
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
|
•
|
interest rates or operating costs;
|
•
|
real estate and zoning laws and changes in real property tax rates;
|
▪
|
real estate valuations, potentially resulting in impairment charges;
|
•
|
our leverage;
|
•
|
our ability to generate sufficient cash flows to service our outstanding indebtedness;
|
•
|
our ability to obtain necessary outside financing;
|
•
|
the availability, terms and deployment of capital;
|
•
|
general volatility of the capital and credit markets and the market price of our Class A common stock;
|
•
|
risks generally associated with real estate acquisitions, dispositions and redevelopment, including the impact of construction delays and cost overruns;
|
•
|
our ability to effectively manage growth;
|
•
|
composition of members of our senior management team;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
our ability to make distributions to our shareholders;
|
•
|
our ability to continue to qualify as a REIT;
|
•
|
governmental regulations, tax laws and rates and similar matters;
|
•
|
our compliance with laws, rules and regulations;
|
•
|
environmental uncertainties and exposure to natural disasters;
|
•
|
insurance coverage; and
|
•
|
the likelihood or actual occurrence of terrorist attacks in the U.S.
|
Property Type
|
|
Number of
Properties
|
|
GLA
(in thousands)
|
|
Occupancy
|
|
Percent Leased
Including Leases
Signed (a)
|
||||
Operating portfolio:
|
|
|
|
|
|
|
|
|
||||
Multi-tenant retail
|
|
|
|
|
|
|
|
|
|
|||
Power centers
|
|
52
|
|
|
11,973
|
|
|
96.1
|
%
|
|
97.0
|
%
|
Neighborhood and community centers
|
|
85
|
|
|
10,527
|
|
|
92.9
|
%
|
|
93.9
|
%
|
Lifestyle centers and mixed-use properties
|
|
14
|
|
|
5,214
|
|
|
90.5
|
%
|
|
90.8
|
%
|
Total multi-tenant retail
|
|
151
|
|
|
27,714
|
|
|
93.8
|
%
|
|
94.7
|
%
|
Single-user retail
|
|
47
|
|
|
1,216
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating portfolio
|
|
198
|
|
|
28,930
|
|
|
94.1
|
%
|
|
94.9
|
%
|
Office
|
|
1
|
|
|
895
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total operating portfolio
|
|
199
|
|
|
29,825
|
|
|
94.3
|
%
|
|
95.1
|
%
|
(a)
|
Includes leases signed but not commenced.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area
(MSA)
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 8, 2015
|
|
Downtown Crown
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
258,000
|
|
|
$
|
162,785
|
|
January 23, 2015
|
|
Merrifield Town Center
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
84,900
|
|
|
56,500
|
|
|
January 23, 2015
|
|
Fort Evans Plaza II
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
228,900
|
|
|
65,000
|
|
|
February 19, 2015
|
|
Cedar Park Town Center
|
|
Austin
|
|
Multi-tenant retail
|
|
179,300
|
|
|
39,057
|
|
|
March 24, 2015
|
|
Lake Worth Towne Crossing – Parcel (a)
|
|
Dallas
|
|
Land
|
|
—
|
|
|
400
|
|
|
May 4, 2015
|
|
Tysons Corner
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
37,700
|
|
|
31,556
|
|
|
June 10, 2015
|
|
Woodinville Plaza
|
|
Seattle
|
|
Multi-tenant retail
|
|
170,800
|
|
|
35,250
|
|
|
July 31, 2015
|
|
Southlake Town Square – Outparcel (b)
|
|
Dallas
|
|
Single-user outparcel
|
|
13,800
|
|
|
8,440
|
|
|
August 27, 2015
|
|
Coal Creek Marketplace
|
|
Seattle
|
|
Multi-tenant retail
|
|
55,900
|
|
|
17,600
|
|
|
October 27, 2015
|
|
Royal Oaks Village II – Outparcel (a)
|
|
Houston
|
|
Single-user outparcel
|
|
12,300
|
|
|
6,841
|
|
|
November 13, 2015
|
|
Towson Square
|
|
Baltimore
|
|
Multi-tenant retail
|
|
138,200
|
|
|
39,707
|
|
|
|
|
|
|
|
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
(a)
|
We acquired a parcel located at our Lake Worth Towne Crossing multi-tenant retail operating property and a single-user outparcel located at our Royal Oaks Village II multi-tenant retail operating property.
|
(b)
|
We acquired a single-user outparcel located at our Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with us (as lessor) prior to the transaction.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
January 20, 2015
|
|
Aon Hewitt East Campus
|
|
Single-user office
|
|
343,000
|
|
|
$
|
17,233
|
|
February 27, 2015
|
|
Promenade at Red Cliff
|
|
Multi-tenant retail
|
|
94,500
|
|
|
19,050
|
|
|
April 7, 2015
|
|
Hartford Insurance Building
|
|
Single-user office
|
|
97,400
|
|
|
6,015
|
|
|
April 30, 2015
|
|
Rasmussen College
|
|
Single-user office
|
|
26,700
|
|
|
4,800
|
|
|
May 15, 2015
|
|
Mountain View Plaza
|
|
Multi-tenant retail
|
|
162,000
|
|
|
28,500
|
|
|
June 4, 2015
|
|
Massillon Commons
|
|
Multi-tenant retail
|
|
245,900
|
|
|
12,520
|
|
|
June 5, 2015
|
|
Citizen's Property Insurance Building
|
|
Single-user office
|
|
59,800
|
|
|
3,650
|
|
|
June 17, 2015
|
|
Pine Ridge Plaza
|
|
Multi-tenant retail
|
|
236,500
|
|
|
33,200
|
|
|
June 17, 2015
|
|
Bison Hollow
|
|
Multi-tenant retail
|
|
134,800
|
|
|
18,800
|
|
|
June 17, 2015
|
|
The Village at Quail Springs
|
|
Multi-tenant retail
|
|
100,400
|
|
|
11,350
|
|
|
July 17, 2015
|
|
Greensburg Commons
|
|
Multi-tenant retail
|
|
272,500
|
|
|
18,400
|
|
|
July 28, 2015
|
|
Arvada Connection and
Arvada Marketplace
|
|
Multi-tenant retail
|
|
367,500
|
|
|
54,900
|
|
|
July 30, 2015
|
|
Traveler's Office Building
|
|
Single-user office
|
|
50,800
|
|
|
4,841
|
|
|
August 6, 2015
|
|
Shaw's Supermarket
|
|
Single-user retail
|
|
65,700
|
|
|
3,000
|
|
|
August 24, 2015
|
|
Harvest Towne Center
|
|
Multi-tenant retail
|
|
39,700
|
|
|
7,800
|
|
|
August 31, 2015
|
|
Trenton Crossing & McAllen Shopping Center (a)
|
|
Multi-tenant retail
|
|
265,900
|
|
|
39,295
|
|
|
September 15, 2015
|
|
The Shops at Boardwalk
|
|
Multi-tenant retail
|
|
122,400
|
|
|
27,400
|
|
|
September 29, 2015
|
|
Best on the Boulevard
|
|
Multi-tenant retail
|
|
204,400
|
|
|
42,500
|
|
|
September 29, 2015
|
|
Montecito Crossing
|
|
Multi-tenant retail
|
|
179,700
|
|
|
52,200
|
|
|
October 29, 2015
|
|
Green Valley Crossing (b)
|
|
Development
|
|
96,400
|
|
|
35,000
|
|
|
November 12, 2015
|
|
Lake Mead Crossing
|
|
Multi-tenant retail
|
|
219,900
|
|
|
42,565
|
|
|
December 2, 2015
|
|
Golfsmith
|
|
Single-user retail
|
|
14,900
|
|
|
4,475
|
|
|
December 9, 2015
|
|
Wal-Mart – Turlock
|
|
Single-user retail
|
|
61,000
|
|
|
6,200
|
|
|
December 18, 2015
|
|
Southgate Plaza
|
|
Multi-tenant retail
|
|
86,100
|
|
|
7,000
|
|
|
December 31, 2015
|
|
Bellevue Mall
|
|
Development
|
|
369,300
|
|
|
15,750
|
|
|
|
|
|
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
(a)
|
The terms of the disposition of Trenton Crossing and McAllen Shopping Center were negotiated as a single transaction.
|
(b)
|
The development property had been held in a consolidated joint venture and was sold to an affiliate of the joint venture partner. Concurrent with the sale, the joint venture was dissolved.
|
Property Type/Market
|
|
Number of
Properties
|
|
ABR
|
|
% of Total
Multi-Tenant
Retail ABR
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
|
|
% of Total
Multi-Tenant
Retail GLA
|
|
Occupancy
|
|
% Leased
Including
Signed
|
||||||||||
Multi-Tenant Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Target Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas, Texas
|
|
19
|
|
|
$
|
77,424
|
|
|
18.5
|
%
|
|
$
|
20.85
|
|
|
4,006
|
|
|
14.4
|
%
|
|
92.7
|
%
|
|
94.4
|
%
|
Washington, D.C. /
Baltimore, Maryland
|
|
13
|
|
|
52,860
|
|
|
12.6
|
%
|
|
18.65
|
|
|
3,111
|
|
|
11.2
|
%
|
|
91.1
|
%
|
|
91.8
|
%
|
||
New York, New York
|
|
8
|
|
|
33,319
|
|
|
8.0
|
%
|
|
24.39
|
|
|
1,404
|
|
|
5.1
|
%
|
|
97.3
|
%
|
|
97.8
|
%
|
||
Atlanta, Georgia
|
|
9
|
|
|
19,006
|
|
|
4.5
|
%
|
|
12.94
|
|
|
1,513
|
|
|
5.5
|
%
|
|
97.1
|
%
|
|
97.1
|
%
|
||
Seattle, Washington
|
|
7
|
|
|
15,864
|
|
|
3.8
|
%
|
|
14.14
|
|
|
1,238
|
|
|
4.5
|
%
|
|
90.6
|
%
|
|
91.4
|
%
|
||
Chicago, Illinois
|
|
5
|
|
|
14,899
|
|
|
3.6
|
%
|
|
18.10
|
|
|
893
|
|
|
3.2
|
%
|
|
92.2
|
%
|
|
95.1
|
%
|
||
Houston, Texas
|
|
9
|
|
|
14,856
|
|
|
3.6
|
%
|
|
13.61
|
|
|
1,141
|
|
|
4.1
|
%
|
|
95.7
|
%
|
|
96.8
|
%
|
||
San Antonio, Texas
|
|
4
|
|
|
12,420
|
|
|
3.0
|
%
|
|
16.35
|
|
|
779
|
|
|
2.8
|
%
|
|
97.5
|
%
|
|
97.5
|
%
|
||
Phoenix, Arizona
|
|
3
|
|
|
10,251
|
|
|
2.3
|
%
|
|
16.64
|
|
|
632
|
|
|
2.3
|
%
|
|
97.5
|
%
|
|
97.7
|
%
|
||
Austin, Texas
|
|
4
|
|
|
5,366
|
|
|
1.3
|
%
|
|
15.97
|
|
|
350
|
|
|
1.3
|
%
|
|
96.0
|
%
|
|
96.5
|
%
|
||
Subtotal
|
|
81
|
|
|
256,265
|
|
|
61.2
|
%
|
|
18.13
|
|
|
15,067
|
|
|
54.4
|
%
|
|
93.8
|
%
|
|
94.8
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Top 50 MSAs
|
|
32
|
|
|
69,566
|
|
|
16.6
|
%
|
|
14.59
|
|
|
5,292
|
|
|
19.1
|
%
|
|
90.1
|
%
|
|
91.3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subtotal Target Markets
and Top 50 MSAs
|
|
113
|
|
|
325,831
|
|
|
77.8
|
%
|
|
17.25
|
|
|
20,359
|
|
|
73.5
|
%
|
|
92.8
|
%
|
|
93.9
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Other
|
|
38
|
|
|
92,637
|
|
|
22.2
|
%
|
|
13.04
|
|
|
7,355
|
|
|
26.5
|
%
|
|
96.6
|
%
|
|
96.9
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
151
|
|
|
418,468
|
|
|
100.0
|
%
|
|
16.10
|
|
|
27,714
|
|
|
100.0
|
%
|
|
93.8
|
%
|
|
94.7
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
47
|
|
|
24,569
|
|
|
|
|
20.20
|
|
|
1,216
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Retail
|
|
198
|
|
|
443,037
|
|
|
|
|
16.27
|
|
|
28,930
|
|
|
|
|
94.1
|
%
|
|
94.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
1
|
|
|
10,476
|
|
|
|
|
11.71
|
|
|
895
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Portfolio
|
|
199
|
|
|
$
|
453,513
|
|
|
|
|
$
|
16.12
|
|
|
29,825
|
|
|
|
|
94.3
|
%
|
|
95.1
|
%
|
|
|
Number of
Leases
Signed
|
|
GLA Signed
(in thousands)
|
|
New
Contractual
Rent per Square
Foot (PSF) (a)
|
|
Prior
Contractual
Rent PSF (a)
|
|
% Change
over Prior
ABR (a)
|
|
Weighted
Average
Lease Term
|
|
Tenant
Allowances
PSF
|
||||||||||
Comparable Renewal Leases
|
|
325
|
|
|
1,750
|
|
|
$
|
18.77
|
|
|
$
|
17.63
|
|
|
6.47
|
%
|
|
4.70
|
|
|
$
|
1.41
|
|
Comparable New Leases
|
|
59
|
|
|
285
|
|
|
20.96
|
|
|
17.01
|
|
|
23.22
|
%
|
|
8.44
|
|
|
32.23
|
|
|||
Non-Comparable New and Renewal Leases (b)
|
|
137
|
|
|
695
|
|
|
19.38
|
|
|
n/a
|
|
|
n/a
|
|
|
8.21
|
|
|
30.83
|
|
|||
Total
|
|
521
|
|
|
2,730
|
|
|
$
|
19.07
|
|
|
$
|
17.54
|
|
|
8.72
|
%
|
|
6.03
|
|
|
$
|
12.12
|
|
(a)
|
Total excludes the impact of Non-Comparable New and Renewal Leases.
|
(b)
|
Includes leases signed on units that were vacant for over 12 months, leases signed without fixed rental payments and leases signed where the previous and the current lease do not have a consistent lease structure.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2016 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
•
|
the removal of 22 same store investment properties sold during the year ended
December 31, 2015
;
|
•
|
the removal of one investment property that was impaired below its debt balance during 2014; and
|
•
|
the removal of one investment property where we have begun activities in anticipation of a redevelopment, which we expected to have a significant impact to property NOI during 2015,
|
•
|
the addition of seven investment properties acquired during the year ended December 31, 2013.
|
•
|
properties acquired during 2014 and 2015;
|
•
|
our development property;
|
•
|
two properties where we have begun activities in anticipation of future redevelopment;
|
•
|
one property that was impaired below its debt balance during 2014;
|
•
|
properties that were sold or held for sale in 2014 and 2015 that did not qualify for discontinued operations treatment; and
|
•
|
the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest during the first quarter of 2014.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change
|
|
Percentage
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (180 properties):
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
385,502
|
|
|
$
|
378,201
|
|
|
$
|
7,301
|
|
|
1.9
|
|
Tenant recovery income
|
95,574
|
|
|
94,054
|
|
|
1,520
|
|
|
1.6
|
|
|||
Other property income
|
4,051
|
|
|
3,475
|
|
|
576
|
|
|
16.6
|
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
80,570
|
|
|
90,333
|
|
|
(9,763
|
)
|
|
|
||||
Tenant recovery income
|
23,962
|
|
|
21,665
|
|
|
2,297
|
|
|
|
||||
Other property income
|
4,272
|
|
|
4,069
|
|
|
203
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (180 properties):
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(71,804
|
)
|
|
(74,763
|
)
|
|
2,959
|
|
|
4.0
|
|
|||
Real estate taxes
|
(66,823
|
)
|
|
(64,333
|
)
|
|
(2,490
|
)
|
|
(3.9
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(19,814
|
)
|
|
(18,706
|
)
|
|
(1,108
|
)
|
|
|
||||
Real estate taxes
|
(15,987
|
)
|
|
(14,440
|
)
|
|
(1,547
|
)
|
|
|
||||
NOI from continuing operations:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties
|
346,500
|
|
|
336,634
|
|
|
9,866
|
|
|
2.9
|
|
|||
Other investment properties
|
73,003
|
|
|
82,921
|
|
|
(9,918
|
)
|
|
|
||||
Total NOI from continuing operations
|
419,503
|
|
|
419,555
|
|
|
(52
|
)
|
|
(0.0
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Straight-line rental income, net
|
3,498
|
|
|
4,781
|
|
|
(1,283
|
)
|
|
|
||||
Amortization of acquired above and below market lease intangibles, net
|
3,621
|
|
|
2,076
|
|
|
1,545
|
|
|
|
||||
Amortization of lease inducements
|
(847
|
)
|
|
(707
|
)
|
|
(140
|
)
|
|
|
||||
Lease termination fees
|
3,757
|
|
|
2,667
|
|
|
1,090
|
|
|
|
||||
Straight-line ground rent expense
|
(3,722
|
)
|
|
(3,889
|
)
|
|
167
|
|
|
|
||||
Amortization of acquired ground lease intangibles
|
560
|
|
|
560
|
|
|
—
|
|
|
|
||||
Depreciation and amortization
|
(214,706
|
)
|
|
(215,966
|
)
|
|
1,260
|
|
|
|
||||
Provision for impairment of investment properties
|
(19,937
|
)
|
|
(72,203
|
)
|
|
52,266
|
|
|
|
||||
General and administrative expenses
|
(50,657
|
)
|
|
(34,229
|
)
|
|
(16,428
|
)
|
|
|
||||
Gain on extinguishment of other liabilities
|
—
|
|
|
4,258
|
|
|
(4,258
|
)
|
|
|
||||
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
(2,088
|
)
|
|
2,088
|
|
|
|
||||
Gain on change in control of investment properties
|
—
|
|
|
24,158
|
|
|
(24,158
|
)
|
|
|
||||
Interest expense
|
(138,938
|
)
|
|
(133,835
|
)
|
|
(5,103
|
)
|
|
|
||||
Other income, net
|
1,700
|
|
|
5,459
|
|
|
(3,759
|
)
|
|
|
||||
Total other expense
|
(415,671
|
)
|
|
(418,958
|
)
|
|
3,287
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations
|
3,832
|
|
|
597
|
|
|
3,235
|
|
|
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Loss, net
|
—
|
|
|
(148
|
)
|
|
148
|
|
|
|
||||
Gain on sales of investment properties
|
—
|
|
|
655
|
|
|
(655
|
)
|
|
|
||||
Income from discontinued operations
|
—
|
|
|
507
|
|
|
(507
|
)
|
|
|
|
|||
Gain on sales of investment properties
|
121,792
|
|
|
42,196
|
|
|
79,596
|
|
|
|
||||
Net income
|
125,624
|
|
|
43,300
|
|
|
82,324
|
|
|
|
|
|||
Net income attributable to noncontrolling interest
|
(528
|
)
|
|
—
|
|
|
(528
|
)
|
|
|
||||
Net income attributable to the Company
|
125,096
|
|
|
43,300
|
|
|
81,796
|
|
|
|
|
|||
Preferred stock dividends
|
(9,450
|
)
|
|
(9,450
|
)
|
|
—
|
|
|
|
|
|||
Net income attributable to common shareholders
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
81,796
|
|
|
|
|
•
|
rental income increased
$7,301
primarily due to increases of $3,385 from contractual rent changes, $2,280 from re-leasing spreads and a net increase of $2,168 as a result of an increase in our small shop occupancy and a decrease in our anchor occupancy, partially offset by a decrease of $373 from rent abatements; and
|
•
|
total operating expenses, net of tenant recovery income, decreased $1,989 primarily as a result of a decrease in certain non-recoverable property operating expenses, partially offset by an increase in real estate taxes, bad debt expense and certain recoverable property operating expenses.
|
•
|
a
$52,266
decrease in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 15 and 16 to the accompanying consolidated financial statements), we recognized impairment charges of $19,937 and $72,203 for the years ended
December 31, 2015
and
2014
, respectively;
|
•
|
a $24,158 gain on change in control of investment properties recognized during the year ended December 31, 2014 associated with the dissolution of our MS Inland Fund, LLC (MS Inland) unconsolidated joint venture (see Note 11 to the accompanying consolidated financial statements). No such gain was recorded during the year ended December 31, 2015;
|
•
|
a
$16,428
increase in general and administrative expenses primarily consisting of an increase in compensation expense, including bonuses and amortization of unvested restricted shares and performance restricted stock units, of $13,140 and executive and realignment separation charges of $4,730;
|
•
|
a
$5,103
increase in interest expense primarily consisting of:
|
•
|
a $13,551 increase in interest on our unsecured notes payable, which were issued in June 2014 and March 2015; and
|
•
|
an $8,162 increase in prepayment penalties and defeasance premiums;
|
•
|
a $16,619 decrease in interest on mortgages payable due to the repayment of mortgage debt.
|
•
|
a $4,258 gain on extinguishment of other liabilities recognized during the year ended December 31, 2014 related to the acquisition of the fee interest in one of our existing investment properties that was previously subject to a ground lease with a third party. The amount recognized represents the reversal of a straight-line ground rent liability associated with the ground lease.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Percentage
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (197 properties):
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
395,800
|
|
|
$
|
386,962
|
|
|
$
|
8,838
|
|
|
2.3
|
|
Tenant recovery income
|
96,130
|
|
|
91,295
|
|
|
4,835
|
|
|
5.3
|
|
|||
Other property income
|
6,749
|
|
|
6,759
|
|
|
(10
|
)
|
|
(0.1
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
72,734
|
|
|
46,287
|
|
|
26,447
|
|
|
|
||||
Tenant recovery income
|
19,589
|
|
|
10,667
|
|
|
8,922
|
|
|
|
||||
Other property income
|
795
|
|
|
286
|
|
|
509
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties (197 properties):
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(77,114
|
)
|
|
(76,287
|
)
|
|
(827
|
)
|
|
(1.1
|
)
|
|||
Real estate taxes
|
(65,339
|
)
|
|
(63,758
|
)
|
|
(1,581
|
)
|
|
(2.5
|
)
|
|||
Other investment properties:
|
|
|
|
|
|
|
|
|||||||
Property operating expenses
|
(16,355
|
)
|
|
(9,082
|
)
|
|
(7,273
|
)
|
|
|
||||
Real estate taxes
|
(13,434
|
)
|
|
(7,433
|
)
|
|
(6,001
|
)
|
|
|
||||
NOI from continuing operations:
|
|
|
|
|
|
|
|
|||||||
Same store investment properties
|
356,226
|
|
|
344,971
|
|
|
11,255
|
|
|
3.3
|
|
|||
Other investment properties
|
63,329
|
|
|
40,725
|
|
|
22,604
|
|
|
|
||||
Total NOI from continuing operations
|
419,555
|
|
|
385,696
|
|
|
33,859
|
|
|
8.8
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Straight-line rental income, net
|
4,781
|
|
|
(381
|
)
|
|
5,162
|
|
|
|
||||
Amortization of acquired above and below market lease intangibles, net
|
2,076
|
|
|
976
|
|
|
1,100
|
|
|
|
||||
Amortization of lease inducements
|
(707
|
)
|
|
(253
|
)
|
|
(454
|
)
|
|
|
||||
Lease termination fees
|
2,667
|
|
|
8,605
|
|
|
(5,938
|
)
|
|
|
||||
Straight-line ground rent expense
|
(3,889
|
)
|
|
(3,486
|
)
|
|
(403
|
)
|
|
|
||||
Amortization of acquired ground lease intangibles
|
560
|
|
|
93
|
|
|
467
|
|
|
|
||||
Depreciation and amortization
|
(215,966
|
)
|
|
(222,710
|
)
|
|
6,744
|
|
|
|
||||
Provision for impairment of investment properties
|
(72,203
|
)
|
|
(59,486
|
)
|
|
(12,717
|
)
|
|
|
||||
General and administrative expenses
|
(34,229
|
)
|
|
(31,533
|
)
|
|
(2,696
|
)
|
|
|
||||
Gain on extinguishment of other liabilities
|
4,258
|
|
|
—
|
|
|
4,258
|
|
|
|
||||
Equity in loss of unconsolidated joint ventures, net
|
(2,088
|
)
|
|
(1,246
|
)
|
|
(842
|
)
|
|
|
||||
Gain on sale of joint venture interest
|
—
|
|
|
17,499
|
|
|
(17,499
|
)
|
|
|
||||
Gain on change in control of investment properties
|
24,158
|
|
|
5,435
|
|
|
18,723
|
|
|
|
||||
Interest expense
|
(133,835
|
)
|
|
(146,805
|
)
|
|
12,970
|
|
|
|
||||
Other income, net
|
5,459
|
|
|
4,741
|
|
|
718
|
|
|
|
||||
Total other expense
|
(418,958
|
)
|
|
(428,551
|
)
|
|
9,593
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
597
|
|
|
(42,855
|
)
|
|
43,452
|
|
|
|
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
(Loss) income, net
|
(148
|
)
|
|
9,396
|
|
|
(9,544
|
)
|
|
|
||||
Gain on sales of investment properties
|
655
|
|
|
41,279
|
|
|
(40,624
|
)
|
|
|
||||
Income from discontinued operations
|
507
|
|
|
50,675
|
|
|
(50,168
|
)
|
|
|
|
|||
Gain on sales of investment properties
|
42,196
|
|
|
5,806
|
|
|
36,390
|
|
|
|
||||
Net income
|
43,300
|
|
|
13,626
|
|
|
29,674
|
|
|
|
|
|||
Net income attributable to the Company
|
43,300
|
|
|
13,626
|
|
|
29,674
|
|
|
|
|
|||
Preferred stock dividends
|
(9,450
|
)
|
|
(9,450
|
)
|
|
—
|
|
|
|
||||
Net income attributable to common shareholders
|
$
|
33,850
|
|
|
$
|
4,176
|
|
|
$
|
29,674
|
|
|
|
|
•
|
rental income increased
$8,838
primarily due to an increase of $5,364 from occupancy growth and $3,691 from contractual rent increases and re-leasing spreads, partially offset by negotiated rent reductions and co-tenancy provisions in certain leases; and
|
•
|
total operating expenses, net of tenant recovery income, decreased $2,427 primarily as a result of a decrease in certain non-recoverable operating expenses, including bad debt expense.
|
•
|
an $18,723 increase in gain on change in control of investment properties associated with the dissolutions of our MS Inland and RC Inland L.P. (RioCan) unconsolidated joint ventures during 2014 and 2013, respectively (see Note 11 to the accompanying consolidated financial statements);
|
•
|
a $12,970 decrease in interest expense primarily consisting of:
|
•
|
an $11,722 decrease in interest on mortgages payable due to the repayment of mortgage debt;
|
•
|
a $2,432 decrease in write-offs of loan fees primarily due to the 2013 repayment of the IW JV senior and junior mezzanine notes payable and a $1,422 decrease in interest on notes payable as a result of this repayment; and
|
•
|
a $1,851 increase in the amortization of mortgage premium resulting from the assumption of mortgages payable in connection with the dissolutions of our MS Inland and RioCan unconsolidated joint ventures during 2014 and 2013, respectively;
|
•
|
a $5,495 increase in interest expense due to the issuance of $250,000 of unsecured notes in a private placement transaction.
|
•
|
a $6,744 decrease in depreciation and amortization primarily due to the write-off of assets demolished as part of redevelopment efforts at two operating properties during 2013 and the impact of 2014 dispositions, partially offset by the incremental increase due to the acquisition of properties in 2013 and 2014;
|
•
|
a $17,499 decrease in gain on sale of joint venture interest associated with the dissolution of our RioCan unconsolidated joint venture during 2013 (see Note 11 to the accompanying consolidated financial statements); and
|
•
|
a $12,717 increase in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 15 and 16 to the accompanying consolidated financial statements), we recognized impairment charges of $72,203 and $59,486 for the years ended December 31, 2014 and 2013, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to common shareholders
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
4,176
|
|
Depreciation and amortization
|
|
213,602
|
|
|
216,676
|
|
|
241,152
|
|
|||
Provision for impairment of investment properties
|
|
19,937
|
|
|
72,203
|
|
|
92,319
|
|
|||
Gain on sales of investment properties, net of noncontrolling interest (a)
|
|
(121,264
|
)
|
|
(67,009
|
)
|
|
(70,996
|
)
|
|||
FFO attributable to common shareholders
|
|
$
|
227,921
|
|
|
$
|
255,720
|
|
|
$
|
266,651
|
|
|
|
|
|
|
|
|
||||||
Impact on earnings from the early extinguishment of debt, net
|
|
18,864
|
|
|
10,479
|
|
|
(15,914
|
)
|
|||
Provision for hedge ineffectiveness
|
|
(25
|
)
|
|
12
|
|
|
(912
|
)
|
|||
Joint venture investment impairment
|
|
—
|
|
|
—
|
|
|
1,834
|
|
|||
Reversal of excise tax accrual
|
|
—
|
|
|
(4,594
|
)
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
(4,258
|
)
|
|
(3,511
|
)
|
|||
Executive and realignment separation charges (b)
|
|
4,730
|
|
|
—
|
|
|
—
|
|
|||
Other (c)
|
|
(224
|
)
|
|
(199
|
)
|
|
(1,349
|
)
|
|||
Operating FFO attributable to common shareholders
|
|
$
|
251,266
|
|
|
$
|
257,160
|
|
|
$
|
246,799
|
|
(a)
|
Results for the year ended December 31, 2014 include the gain on change in control of investment properties of $24,158 recognized pursuant to the dissolution of our joint venture arrangement with our partner in our MS Inland unconsolidated joint venture on June 5, 2014. Results for the year ended December 31, 2013 include the gain on sale of joint venture interest of $17,499 and the gain on change in control of investment properties of $5,435 recognized pursuant to the dissolution of our joint venture arrangement with our partner in our RioCan unconsolidated joint venture on October 1, 2013.
|
(b)
|
Included in “General and administrative expenses” in the accompanying consolidated statements of operations and other comprehensive income.
|
(c)
|
Consists of the impact on earnings from net settlements and easement proceeds, which are included in “Other income, net” in the accompanying consolidated statements of operations and other comprehensive income.
|
|
SOURCES
|
|
|
USES
|
▪
|
Operating cash flow
|
|
▪
|
Tenant allowances and leasing costs
|
▪
|
Cash and cash equivalents
|
|
▪
|
Improvements made to individual properties that are not
|
▪
|
Available borrowings under our unsecured revolving
|
|
|
recoverable through common area maintenance charges to tenants
|
|
line of credit
|
|
▪
|
Acquisitions
|
▪
|
Proceeds from capital markets transactions
|
|
▪
|
Debt repayments
|
▪
|
Proceeds from asset dispositions
|
|
▪
|
Distribution payments
|
|
|
|
▪
|
Redevelopment, renovation or expansion activities
|
|
|
|
▪
|
New development
|
|
|
|
▪
|
Repurchases of our common stock
|
Debt
|
|
Aggregate
Principal
Amount
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date
|
|
Weighted
Average Years
to Maturity
|
|||
Fixed rate mortgages payable (a) (b)
|
|
$
|
1,128,505
|
|
|
6.08
|
%
|
|
various
|
|
3.9 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% Series A due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
5.5 years
|
|
Senior notes – 4.58% Series B due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
8.5 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
9.2 years
|
|
Total unsecured notes payable (b)
|
|
500,000
|
|
|
4.20
|
%
|
|
|
|
8.3 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility (c):
|
|
|
|
|
|
|
|
|
|||
Term loan – fixed rate portion (d)
|
|
300,000
|
|
|
1.99
|
%
|
|
May 11, 2018
|
|
2.4 years
|
|
Term loan – variable rate portion
|
|
150,000
|
|
|
1.88
|
%
|
|
May 11, 2018
|
|
2.4 years
|
|
Revolving line of credit – variable rate
|
|
100,000
|
|
|
1.93
|
%
|
|
May 12, 2017
|
|
1.4 years
|
|
Total unsecured credit facility (b)
|
|
550,000
|
|
|
1.95
|
%
|
|
|
|
2.2 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness
|
|
$
|
2,178,505
|
|
|
4.61
|
%
|
|
|
|
4.5 years
|
(a)
|
Includes
$7,910
of variable rate mortgage debt that has been swapped to a fixed rate as of
December 31, 2015
.
|
(b)
|
Fixed rate mortgages payable excludes mortgage premium of $1,865, discount of $(1) and capitalized loan fees of $(7,233), net of accumulated amortization, as of
December 31, 2015
. Unsecured notes payable excludes discount of $(1,090) and capitalized loan fees of $(3,334), net of accumulated amortization, as of
December 31, 2015
. Term loan excludes capitalized loan fees of $(2,474), net of accumulated amortization, as of
December 31, 2015
. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
(c)
|
Subsequent to December 31, 2015, we entered into our fourth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,200,000. See Note 9 to the accompanying consolidated financial statements for further details.
|
(d)
|
Reflects $300,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt that has been swapped to a fixed rate of 0.53875% plus a credit spread based on a leverage grid through February 2016. The applicable credit spread was 1.45% as of
December 31, 2015
.
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||||
Unsecured Credit Facility
|
|
Credit Spread
|
|
Unused Fee
|
|
Credit Spread
|
|
Facility Fee
|
Term loan
|
|
1.45% – 2.00%
|
|
N/A
|
|
1.05% – 2.05%
|
|
N/A
|
Revolving line of credit
|
|
1.50% – 2.05%
|
|
0.25% – 0.30%
|
|
0.90% – 1.70%
|
|
0.15% – 0.35%
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2016 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
48,876
|
|
|
$
|
319,633
|
|
|
$
|
10,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
302,324
|
|
|
$
|
1,128,505
|
|
|
$
|
1,213,620
|
|
Unsecured credit facility – fixed rate portion of term loan (b)
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|
486,701
|
|
||||||||
Total fixed rate debt
|
48,876
|
|
|
319,633
|
|
|
310,801
|
|
|
443,447
|
|
|
3,424
|
|
|
802,324
|
|
|
1,928,505
|
|
|
2,000,321
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unsecured credit facility
|
—
|
|
|
100,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
||||||||
Total debt (d)
|
$
|
48,876
|
|
|
$
|
419,633
|
|
|
$
|
460,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
802,324
|
|
|
$
|
2,178,505
|
|
|
$
|
2,250,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.92
|
%
|
|
5.52
|
%
|
|
2.16
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.96
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
1.93
|
%
|
|
1.88
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.90
|
%
|
|
|
|||||||||
Total
|
4.92
|
%
|
|
4.66
|
%
|
|
2.07
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.61
|
%
|
|
|
(a)
|
Includes
$7,910
of variable rate mortgage debt that has been swapped to a fixed rate as of
December 31, 2015
. Excludes mortgage premium of
$1,865
and discount of
$(1)
, net of accumulated amortization, as of
December 31, 2015
.
|
(b)
|
$300,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through February 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap.
|
(c)
|
Excludes discount of
$(1,090)
, net of accumulated amortization, as of
December 31, 2015
.
|
(d)
|
Total debt excludes capitalized loan fees of
$(13,041)
, net of accumulated amortization, as of
December 31, 2015
which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was
4.5 years
as of
December 31, 2015
. The $71,816 difference between total debt outstanding and its fair value is primarily attributable to a $68,947 difference related to our IW JV pool of mortgages. This pool matures in 2019, has an interest rate of 7.50% and an outstanding principal balance of $395,402 as of
December 31, 2015
.
|
(e)
|
Represents interest rates as of
December 31, 2015
.
|
|
|
Number of
Properties Sold
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Debt
Extinguished
|
|
||||||||
2015 Dispositions
|
|
26
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
|
$
|
505,524
|
|
|
$
|
25,724
|
|
(b)
|
2014 Dispositions
|
|
24
|
|
|
2,490,100
|
|
|
$
|
322,989
|
|
|
$
|
314,377
|
|
|
$
|
9,713
|
|
(b)
|
2013 Dispositions
|
|
20
|
|
|
2,833,900
|
|
|
$
|
328,045
|
|
|
$
|
320,574
|
|
|
$
|
—
|
|
(c)
|
(a)
|
Represents total consideration net of transaction costs. 2015 dispositions include the disposition of two development properties, one of which had been held in a consolidated joint venture.
|
(b)
|
Excludes $95,881 and $114,404 of mortgages payable repayments or defeasances completed prior to disposition of the respective property for the years ended
December 31, 2015
and
2014
, respectively.
|
(c)
|
Excludes $52,221 of mortgages payable repayments completed prior to disposition of the respective property. In addition, we received $19,615 of debt forgiveness during the ended December 31, 2013.
|
|
|
Number of
Assets Acquired
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Pro Rata
Acquisition
Price (a)
|
|
Mortgage
Debt
|
|
Pro Rata
Mortgage
Debt (a)
|
||||||||||
2015 Acquisitions (b)
|
|
11
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
|
$
|
463,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014 Acquisitions (c)
|
|
11
|
|
|
1,339,400
|
|
|
$
|
348,061
|
|
|
$
|
289,561
|
|
|
$
|
141,698
|
|
|
$
|
113,358
|
|
2013 Acquisitions
|
|
7
|
|
|
1,088,100
|
|
|
$
|
317,213
|
|
|
$
|
292,256
|
|
|
$
|
67,864
|
|
|
$
|
54,291
|
|
(a)
|
Includes amounts associated with the 2014 acquisition of our partner’s 80% ownership interest in our MS Inland unconsolidated joint venture and the 2013 acquisition of our partner’s 80% ownership interest in five properties owned by our RioCan unconsolidated joint venture, as well as acquisitions from unaffiliated third parties.
|
(b)
|
2015 acquisitions include the purchase of the following: 1) a land parcel at our Lake Worth Towne Crossing multi-tenant retail operating property, 2) a single-user outparcel located at our Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with us prior to the transaction, and 3) a single-user outparcel located at our Royal Oaks Village II multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
|
(c)
|
2014 acquisitions include the purchase of the following: 1) the fee interest in our Bed Bath & Beyond Plaza multi-tenant retail operating property that was previously subject to a ground lease with a third party, 2) a single-user outparcel located at our Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with us prior to the transaction, and 3) a parcel located at our Lakewood Towne Center multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Cash provided by operating activities
|
|
$
|
265,813
|
|
|
$
|
254,014
|
|
|
$
|
11,799
|
|
Cash provided by investing activities
|
|
25,288
|
|
|
77,900
|
|
|
(52,612
|
)
|
|||
Cash used in financing activities
|
|
(351,969
|
)
|
|
(277,812
|
)
|
|
(74,157
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(60,868
|
)
|
|
54,102
|
|
|
(114,970
|
)
|
|||
Cash and cash equivalents, at beginning of year
|
|
112,292
|
|
|
58,190
|
|
|
|
||||
Cash and cash equivalents, at end of year
|
|
$
|
51,424
|
|
|
$
|
112,292
|
|
|
|
•
|
a $12,396 reduction in cash paid for interest;
|
•
|
a $339 decrease in cash paid for leasing fees and inducements; and
|
•
|
ordinary course fluctuations in working capital accounts;
|
•
|
a $1,476 decrease in net lease termination fees received.
|
•
|
a $281,096 increase in cash paid to purchase investment properties;
|
•
|
a $190,424 increase in proceeds from the sales of investment properties; and
|
•
|
a $39,101 net change in restricted escrow activity, of which $16,510 relates to acquisition deposits.
|
•
|
a $249,246 increase in principal payments on mortgages payable; and
|
•
|
an $81,283 increase in purchases of U.S. Treasury securities in connection with defeasance of mortgages payable;
|
•
|
a $265,000 increase in net proceeds from our Unsecured Credit Facility.
|
|
|
Payment due by period
|
||||||||||||||||||
|
|
Less than
1 year (b)
|
|
1-3
years (c)
|
|
3-5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Long-term debt (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate
|
|
$
|
48,876
|
|
|
$
|
630,434
|
|
|
$
|
446,871
|
|
|
$
|
802,324
|
|
|
$
|
1,928,505
|
|
Variable rate
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Interest (d)
|
|
100,151
|
|
|
158,707
|
|
|
102,107
|
|
|
94,792
|
|
|
455,757
|
|
|||||
Operating lease obligations (e)
|
|
8,458
|
|
|
16,844
|
|
|
17,950
|
|
|
510,790
|
|
|
554,042
|
|
|||||
|
|
$
|
157,485
|
|
|
$
|
1,055,985
|
|
|
$
|
566,928
|
|
|
$
|
1,407,906
|
|
|
$
|
3,188,304
|
|
(a)
|
Amounts exclude mortgage premium of
$1,865
, mortgage discount of
$(1)
, unsecured notes payable discount of
$(1,090)
and capitalized loan fees of
$(13,041)
, net of accumulated amortization, as of
December 31, 2015
. Fixed and variable rate amounts for each year include scheduled principal amortization payments. Interest payments related to variable rate debt were calculated using interest rates as of
December 31, 2015
.
|
(b)
|
Included in fixed rate debt is
$7,910
of variable rate mortgage debt that has been swapped to a fixed rate through its maturity on September 30, 2016. We plan on addressing our
2016
mortgages payable maturities through a combination of proceeds from asset dispositions, capital markets transactions and our unsecured revolving line of credit.
|
(c)
|
Included in fixed rate debt is $300,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through February 2016.
|
(d)
|
Represents expected interest payments on our consolidated debt obligations as of December 31, 2015, including any capitalized interest.
|
(e)
|
We lease land under non-cancellable leases at certain of our properties expiring in various years from
2023
to
2090
, not inclusive of any available option period. In addition, unless we can purchase a fee interest in the underlying land or extend the terms of these leases before or at their expiration, we will lose our interest in the improvements and the right to operate these properties. We lease office space under non-cancellable leases expiring in various years from 2016 to 2023.
|
•
|
a substantial decline in or continued low occupancy rate or cash flow;
|
•
|
expected significant declines in occupancy in the near future;
|
•
|
continued difficulty in leasing space;
|
•
|
a significant concentration of financially troubled tenants;
|
•
|
a change in anticipated holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by our management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location;
|
•
|
estimated holding period or various potential holding periods when considering probability-weighted scenarios;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated interest and internal costs expected to be capitalized, dates of construction completion and grand opening dates for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress using a property-specific capitalization rate;
|
•
|
comparable selling prices; and
|
•
|
a property-specific discount rate.
|
•
|
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
|
•
|
whether the tenant or landlord retains legal title to the improvements;
|
•
|
the uniqueness of the improvements;
|
•
|
the expected economic life of the tenant improvements relative to the length of the lease;
|
•
|
who constructs or directs the construction of the improvements, and
|
•
|
whether the tenant or landlord is obligated to fund cost overruns.
|
•
|
entered into our fourth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,200,000. See Note 9 to the accompanying consolidated financial statements for further details;
|
•
|
closed on the acquisition of a two-property portfolio consisting of Shoppes at Hagerstown, a 113,200 square foot multi-tenant retail property located in Hagerstown, Maryland, for a gross purchase price of $27,055 and Merrifield Town Center II, a 138,000 square foot property, consisting of 76,000 square feet of retail space and 62,000 square feet of storage space, located in Falls Church, Virginia, for a gross purchase price of $45,676;
|
•
|
closed on the disposition of The Gateway, a 623,200 square foot multi-tenant retail property located in Salt Lake City, Utah, through a lender-directed sale in full satisfaction of our mortgage obligation. Immediately prior to the disposition, the lender reduced our loan obligation to $75,000 which was assumed by the buyer in connection with the disposition, resulting in an anticipated gain on extinguishment of debt of approximately $13,653 and an anticipated gain on sale of approximately $3,868; and
|
•
|
closed on the disposition of Stateline Station, a 142,600 square foot multi-tenant retail property located in Kansas City, Missouri, for a sales price of $17,500 with an anticipated gain on sale of approximately $4,253.
|
|
|
Notional
Amount
|
|
Termination Date
|
|
Fair Value of
Derivative
Liability
|
||||
Fixed rate portion of Unsecured Credit Facility
|
|
$
|
300,000
|
|
|
February 24, 2016
|
|
$
|
32
|
|
Heritage Towne Crossing
|
|
7,910
|
|
|
September 30, 2016
|
|
53
|
|
||
|
|
$
|
307,910
|
|
|
|
|
$
|
85
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
48,876
|
|
|
$
|
319,633
|
|
|
$
|
10,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
302,324
|
|
|
$
|
1,128,505
|
|
|
$
|
1,213,620
|
|
Unsecured credit facility – fixed rate portion of term loan (b)
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
300,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|
486,701
|
|
||||||||
Total fixed rate debt
|
48,876
|
|
|
319,633
|
|
|
310,801
|
|
|
443,447
|
|
|
3,424
|
|
|
802,324
|
|
|
1,928,505
|
|
|
2,000,321
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unsecured credit facility
|
—
|
|
|
100,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
||||||||
Total debt (d)
|
$
|
48,876
|
|
|
$
|
419,633
|
|
|
$
|
460,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
802,324
|
|
|
$
|
2,178,505
|
|
|
$
|
2,250,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.92
|
%
|
|
5.52
|
%
|
|
2.16
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.96
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
1.93
|
%
|
|
1.88
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.90
|
%
|
|
|
|||||||||
Total
|
4.92
|
%
|
|
4.66
|
%
|
|
2.07
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.61
|
%
|
|
|
(a)
|
Includes
$7,910
of variable rate mortgage debt that has been swapped to a fixed rate as of
December 31, 2015
. Excludes mortgage premium of
$1,865
and discount of
$(1)
, net of accumulated amortization, as of
December 31, 2015
.
|
(b)
|
$300,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through February 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap.
|
(c)
|
Excludes discount of
$(1,090)
, net of accumulated amortization, as of
December 31, 2015
.
|
(d)
|
Total debt excludes capitalized loan fees of
$(13,041)
, net of accumulated amortization, as of
December 31, 2015
which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was
4.5 years
as of
December 31, 2015
. The $71,816 difference between total debt outstanding and its fair value is primarily attributable to a $68,947 difference related to our IW JV pool of mortgages. This pool matures in 2019, has an interest rate of 7.50% and an outstanding principal balance of $395,402 as of
December 31, 2015
.
|
(e)
|
Represents interest rates as of
December 31, 2015
.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2016 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,254,131
|
|
|
$
|
1,195,369
|
|
Building and other improvements
|
|
4,428,554
|
|
|
4,442,446
|
|
||
Developments in progress
|
|
5,157
|
|
|
42,561
|
|
||
|
|
5,687,842
|
|
|
5,680,376
|
|
||
Less accumulated depreciation
|
|
(1,433,195
|
)
|
|
(1,365,471
|
)
|
||
Net investment properties
|
|
4,254,647
|
|
|
4,314,905
|
|
||
Cash and cash equivalents
|
|
51,424
|
|
|
112,292
|
|
||
Accounts and notes receivable (net of allowances of $7,910 and $7,497, respectively)
|
|
82,804
|
|
|
86,013
|
|
||
Acquired lease intangible assets, net
|
|
138,766
|
|
|
125,490
|
|
||
Assets associated with investment properties held for sale
|
|
—
|
|
|
33,499
|
|
||
Other assets, net
|
|
93,610
|
|
|
115,790
|
|
||
Total assets
|
|
$
|
4,621,251
|
|
|
$
|
4,787,989
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
1,123,136
|
|
|
$
|
1,623,729
|
|
Unsecured notes payable, net
|
|
495,576
|
|
|
248,541
|
|
||
Unsecured term loan, net
|
|
447,526
|
|
|
446,465
|
|
||
Unsecured revolving line of credit
|
|
100,000
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
|
69,800
|
|
|
61,129
|
|
||
Distributions payable
|
|
39,297
|
|
|
39,187
|
|
||
Acquired lease intangible liabilities, net
|
|
114,834
|
|
|
100,641
|
|
||
Liabilities associated with investment properties held for sale, net
|
|
—
|
|
|
8,062
|
|
||
Other liabilities
|
|
75,745
|
|
|
70,860
|
|
||
Total liabilities
|
|
2,465,914
|
|
|
2,598,614
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 17)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, 7.00% Series A cumulative
redeemable preferred stock, 5,400 shares issued and outstanding as of December 31, 2015
and 2014; liquidation preference $135,000
|
|
5
|
|
|
5
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 237,267 and 236,602
shares issued and outstanding as of December 31, 2015 and 2014, respectively
|
|
237
|
|
|
237
|
|
||
Additional paid-in capital
|
|
4,931,395
|
|
|
4,922,864
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,776,215
|
)
|
|
(2,734,688
|
)
|
||
Accumulated other comprehensive loss
|
|
(85
|
)
|
|
(537
|
)
|
||
Total shareholders’ equity
|
|
2,155,337
|
|
|
2,187,881
|
|
||
Noncontrolling interest
|
|
—
|
|
|
1,494
|
|
||
Total equity
|
|
2,155,337
|
|
|
2,189,375
|
|
||
Total liabilities and equity
|
|
$
|
4,621,251
|
|
|
$
|
4,787,989
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
472,344
|
|
|
$
|
474,684
|
|
|
$
|
433,591
|
|
Tenant recovery income
|
|
119,536
|
|
|
115,719
|
|
|
101,962
|
|
|||
Other property income
|
|
12,080
|
|
|
10,211
|
|
|
15,955
|
|
|||
Total revenues
|
|
603,960
|
|
|
600,614
|
|
|
551,508
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
||||||
Property operating expenses
|
|
94,780
|
|
|
96,798
|
|
|
89,067
|
|
|||
Real estate taxes
|
|
82,810
|
|
|
78,773
|
|
|
71,191
|
|
|||
Depreciation and amortization
|
|
214,706
|
|
|
215,966
|
|
|
222,710
|
|
|||
Provision for impairment of investment properties
|
|
19,937
|
|
|
72,203
|
|
|
59,486
|
|
|||
General and administrative expenses
|
|
50,657
|
|
|
34,229
|
|
|
31,533
|
|
|||
Total expenses
|
|
462,890
|
|
|
497,969
|
|
|
473,987
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
141,070
|
|
|
102,645
|
|
|
77,521
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
4,258
|
|
|
—
|
|
|||
Equity in loss of unconsolidated joint ventures, net
|
|
—
|
|
|
(2,088
|
)
|
|
(1,246
|
)
|
|||
Gain on sale of joint venture interest
|
|
—
|
|
|
—
|
|
|
17,499
|
|
|||
Gain on change in control of investment properties
|
|
—
|
|
|
24,158
|
|
|
5,435
|
|
|||
Interest expense
|
|
(138,938
|
)
|
|
(133,835
|
)
|
|
(146,805
|
)
|
|||
Other income, net
|
|
1,700
|
|
|
5,459
|
|
|
4,741
|
|
|||
Income (loss) from continuing operations
|
|
3,832
|
|
|
597
|
|
|
(42,855
|
)
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
||||||
(Loss) income, net
|
|
—
|
|
|
(148
|
)
|
|
9,396
|
|
|||
Gain on sales of investment properties
|
|
—
|
|
|
655
|
|
|
41,279
|
|
|||
Income from discontinued operations
|
|
—
|
|
|
507
|
|
|
50,675
|
|
|||
Gain on sales of investment properties
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|||
Net income
|
|
125,624
|
|
|
43,300
|
|
|
13,626
|
|
|||
Net income attributable to noncontrolling interest
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to the Company
|
|
125,096
|
|
|
43,300
|
|
|
13,626
|
|
|||
Preferred stock dividends
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|||
Net income attributable to common shareholders
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
4,176
|
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share – basic and diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
(0.20
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|||
Net income per common share attributable to common shareholders
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
125,624
|
|
|
$
|
43,300
|
|
|
$
|
13,626
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Net unrealized gain on derivative instruments (Note 10)
|
|
452
|
|
|
201
|
|
|
516
|
|
|||
Comprehensive income
|
|
126,076
|
|
|
43,501
|
|
|
14,142
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to the Company
|
|
$
|
125,548
|
|
|
$
|
43,501
|
|
|
$
|
14,142
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
236,380
|
|
|
236,184
|
|
|
234,134
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – diluted
|
|
236,382
|
|
|
236,187
|
|
|
234,134
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Class B
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Distributions
in Excess of
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||
Balance as of January 1, 2013
|
5,400
|
|
|
$
|
5
|
|
|
133,606
|
|
|
$
|
133
|
|
|
97,037
|
|
|
$
|
98
|
|
|
$
|
4,835,370
|
|
|
$
|
(2,460,093
|
)
|
|
$
|
(1,254
|
)
|
|
$
|
2,374,259
|
|
|
$
|
1,494
|
|
|
$
|
2,375,753
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,626
|
|
|
—
|
|
|
13,626
|
|
|
—
|
|
|
13,626
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
516
|
|
|
—
|
|
|
516
|
|
|||||||||
Distributions declared to preferred shareholders
($1.7986 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,713
|
)
|
|
—
|
|
|
(9,713
|
)
|
|
—
|
|
|
(9,713
|
)
|
|||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,616
|
)
|
|
—
|
|
|
(155,616
|
)
|
|
—
|
|
|
(155,616
|
)
|
|||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
5,547
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
83,491
|
|
|
—
|
|
|
—
|
|
|
83,496
|
|
|
—
|
|
|
83,496
|
|
|||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Conversion of Class B common stock to Class A common stock
|
—
|
|
|
—
|
|
|
97,037
|
|
|
98
|
|
|
(97,037
|
)
|
|
(98
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
817
|
|
|||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||||||||
Balance as of December 31, 2013
|
5,400
|
|
|
$
|
5
|
|
|
236,302
|
|
|
$
|
236
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,919,633
|
|
|
$
|
(2,611,796
|
)
|
|
$
|
(738
|
)
|
|
$
|
2,307,340
|
|
|
$
|
1,494
|
|
|
$
|
2,308,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,300
|
|
|
$
|
—
|
|
|
$
|
43,300
|
|
|
$
|
—
|
|
|
$
|
43,300
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
201
|
|
|
—
|
|
|
201
|
|
|||||||||
Distributions declared to preferred shareholders
($1.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
|||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156,742
|
)
|
|
—
|
|
|
(156,742
|
)
|
|
—
|
|
|
(156,742
|
)
|
|||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|
(145
|
)
|
|||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
303
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,420
|
|
|
—
|
|
|
—
|
|
|
3,420
|
|
|
—
|
|
|
3,420
|
|
|||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
|||||||||
Balance as of December 31, 2014
|
5,400
|
|
|
$
|
5
|
|
|
236,602
|
|
|
$
|
237
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,922,864
|
|
|
$
|
(2,734,688
|
)
|
|
$
|
(537
|
)
|
|
$
|
2,187,881
|
|
|
$
|
1,494
|
|
|
$
|
2,189,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,096
|
|
|
$
|
—
|
|
|
$
|
125,096
|
|
|
$
|
528
|
|
|
$
|
125,624
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
452
|
|
|
—
|
|
|
452
|
|
|||||||||
Distribution upon dissolution of consolidated
joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,022
|
)
|
|
(2,022
|
)
|
|||||||||
Distributions declared to preferred shareholders
($1.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
|||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,173
|
)
|
|
—
|
|
|
(157,173
|
)
|
|
—
|
|
|
(157,173
|
)
|
|||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|
—
|
|
|
(216
|
)
|
|||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,755
|
|
|
—
|
|
|
—
|
|
|
10,755
|
|
|
—
|
|
|
10,755
|
|
|||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
(2,008
|
)
|
|||||||||
Balance as of December 31, 2015
|
5,400
|
|
|
$
|
5
|
|
|
237,267
|
|
|
$
|
237
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
4,931,395
|
|
|
$
|
(2,776,215
|
)
|
|
$
|
(85
|
)
|
|
$
|
2,155,337
|
|
|
$
|
—
|
|
|
$
|
2,155,337
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
125,624
|
|
|
$
|
43,300
|
|
|
$
|
13,626
|
|
Adjustments to reconcile net income to net cash provided by operating activities (including discontinued operations):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
214,706
|
|
|
215,966
|
|
|
233,785
|
|
|||
Provision for impairment of investment properties
|
19,937
|
|
|
72,203
|
|
|
92,033
|
|
|||
Gain on sales of investment properties
|
(121,792
|
)
|
|
(42,851
|
)
|
|
(47,085
|
)
|
|||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
(26,331
|
)
|
|||
Gain on extinguishment of other liabilities
|
—
|
|
|
(4,258
|
)
|
|
(3,511
|
)
|
|||
Gain on sale of joint venture interest
|
—
|
|
|
—
|
|
|
(17,499
|
)
|
|||
Gain on change in control of investment properties
|
—
|
|
|
(24,158
|
)
|
|
(5,435
|
)
|
|||
Amortization of loan fees and debt premium and discount, net
|
5,129
|
|
|
4,926
|
|
|
10,032
|
|
|||
Amortization of stock-based compensation
|
10,755
|
|
|
3,420
|
|
|
479
|
|
|||
Premium paid in connection with defeasance of mortgages payable
|
17,343
|
|
|
1,322
|
|
|
—
|
|
|||
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
2,088
|
|
|
1,246
|
|
|||
Distributions on investments in unconsolidated joint ventures
|
—
|
|
|
1,360
|
|
|
7,105
|
|
|||
Payment of leasing fees and inducements
|
(8,184
|
)
|
|
(8,523
|
)
|
|
(12,930
|
)
|
|||
Changes in accounts receivable, net
|
4,420
|
|
|
(5,762
|
)
|
|
(2,574
|
)
|
|||
Changes in accounts payable and accrued expenses, net
|
1,976
|
|
|
3,220
|
|
|
(6,043
|
)
|
|||
Changes in other operating assets and liabilities, net
|
(469
|
)
|
|
(7,499
|
)
|
|
(4,836
|
)
|
|||
Other, net
|
(3,632
|
)
|
|
(740
|
)
|
|
7,570
|
|
|||
Net cash provided by operating activities
|
265,813
|
|
|
254,014
|
|
|
239,632
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Changes in restricted escrows, net
|
22,344
|
|
|
(16,757
|
)
|
|
22,360
|
|
|||
Purchase of investment properties
|
(454,085
|
)
|
|
(172,989
|
)
|
|
(237,520
|
)
|
|||
Capital expenditures and tenant improvements
|
(45,649
|
)
|
|
(44,442
|
)
|
|
(51,221
|
)
|
|||
Proceeds from sales of investment properties
|
505,824
|
|
|
315,400
|
|
|
326,766
|
|
|||
Investment in developments in progress
|
(2,371
|
)
|
|
(2,992
|
)
|
|
(1,468
|
)
|
|||
Proceeds from sale of joint venture interest
|
—
|
|
|
—
|
|
|
53,073
|
|
|||
Investment in unconsolidated joint ventures
|
—
|
|
|
(25
|
)
|
|
(9,640
|
)
|
|||
Distributions of investments in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
862
|
|
|||
Other, net
|
(775
|
)
|
|
(295
|
)
|
|
—
|
|
|||
Net cash provided by investing activities
|
25,288
|
|
|
77,900
|
|
|
103,212
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgages payable
|
1,049
|
|
|
3,541
|
|
|
940
|
|
|||
Principal payments on mortgages and notes payable
|
(441,490
|
)
|
|
(192,244
|
)
|
|
(571,870
|
)
|
|||
Proceeds from unsecured notes payable
|
248,815
|
|
|
250,000
|
|
|
—
|
|
|||
Proceeds from unsecured credit facility
|
610,000
|
|
|
375,500
|
|
|
630,000
|
|
|||
Repayments of unsecured credit facility
|
(510,000
|
)
|
|
(540,500
|
)
|
|
(395,000
|
)
|
|||
Payment of loan fees and deposits, net
|
(2,243
|
)
|
|
(1,615
|
)
|
|
(5,454
|
)
|
|||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
(87,435
|
)
|
|
(6,152
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
84,835
|
|
|||
Distributions paid
|
(166,513
|
)
|
|
(166,143
|
)
|
|
(164,391
|
)
|
|||
Other, net
|
(4,152
|
)
|
|
(199
|
)
|
|
(1,783
|
)
|
|||
Net cash used in financing activities
|
(351,969
|
)
|
|
(277,812
|
)
|
|
(422,723
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(60,868
|
)
|
|
54,102
|
|
|
(79,879
|
)
|
|||
Cash and cash equivalents, at beginning of year
|
112,292
|
|
|
58,190
|
|
|
138,069
|
|
|||
Cash and cash equivalents, at end of year
|
$
|
51,424
|
|
|
$
|
112,292
|
|
|
$
|
58,190
|
|
(continued)
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
115,249
|
|
|
$
|
127,645
|
|
|
$
|
144,975
|
|
Distributions payable
|
$
|
39,297
|
|
|
$
|
39,187
|
|
|
$
|
39,138
|
|
Accrued capital expenditures and tenant improvements
|
$
|
6,079
|
|
|
$
|
6,731
|
|
|
$
|
6,662
|
|
Developments in progress placed in service
|
$
|
2,288
|
|
|
$
|
4,047
|
|
|
$
|
523
|
|
U.S. Treasury securities transferred in connection with defeasance of mortgages payable
|
$
|
87,435
|
|
|
$
|
6,152
|
|
|
$
|
—
|
|
Defeasance of mortgages payable
|
$
|
70,092
|
|
|
$
|
4,830
|
|
|
$
|
—
|
|
Forgiveness of mortgage debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,615
|
|
Forgiveness of accrued interest, net of escrows held by the lender
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,716
|
|
Shares of Class B common stock converted to Class A common stock
|
—
|
|
|
—
|
|
|
97,036
|
|
|||
|
|
|
|
|
|
||||||
Purchase of investment properties (after credits at closing and including acquisition
of our partners’ joint venture interests):
|
|
|
|
|
|
||||||
Land, building and other improvements, net
|
$
|
(442,763
|
)
|
|
$
|
(337,906
|
)
|
|
$
|
(298,695
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
(47,498
|
)
|
|
(31,116
|
)
|
|
(41,597
|
)
|
|||
Acquired ground lease intangibles
|
—
|
|
|
—
|
|
|
14,791
|
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
36,176
|
|
|
25,390
|
|
|
13,369
|
|
|||
Mortgages payable assumed, net
|
—
|
|
|
146,485
|
|
|
69,177
|
|
|||
Gain on change in control of investment properties
|
—
|
|
|
24,158
|
|
|
5,435
|
|
|||
|
$
|
(454,085
|
)
|
|
$
|
(172,989
|
)
|
|
$
|
(237,520
|
)
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment properties:
|
|
|
|
|
|
||||||
Net investment properties
|
$
|
379,419
|
|
|
$
|
265,127
|
|
|
$
|
275,749
|
|
Accounts receivable, acquired lease intangibles and other assets
|
8,959
|
|
|
12,053
|
|
|
15,928
|
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
(4,378
|
)
|
|
(4,631
|
)
|
|
(14,368
|
)
|
|||
Mortgages payable
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Deferred gains
|
32
|
|
|
—
|
|
|
(1,113
|
)
|
|||
Gain on extinguishment of other liabilities
|
—
|
|
|
—
|
|
|
3,511
|
|
|||
Gain on sales of investment properties
|
121,792
|
|
|
42,851
|
|
|
47,085
|
|
|||
|
$
|
505,824
|
|
|
$
|
315,400
|
|
|
$
|
326,766
|
|
|
|
|
|
|
|
||||||
Proceeds from sale of joint venture ownership interest:
|
|
|
|
|
|
||||||
Investment in unconsolidated joint venture
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,574
|
|
Other assets and other liabilities
|
—
|
|
|
—
|
|
|
(447
|
)
|
|||
Deferred gain
|
—
|
|
|
—
|
|
|
447
|
|
|||
Gain on sale of joint venture interest
|
—
|
|
|
—
|
|
|
17,499
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,073
|
|
|
|
Originally Reported
|
|
Reclassification
|
|
Adjusted
|
||||||
Assets associated with investment properties held for sale
|
|
$
|
33,640
|
|
|
$
|
(141
|
)
|
|
$
|
33,499
|
|
Other assets, net
|
|
131,520
|
|
|
(15,730
|
)
|
|
115,790
|
|
|||
|
|
|
|
|
|
|
||||||
Mortgages payable, net
|
|
$
|
1,634,465
|
|
|
$
|
(10,736
|
)
|
|
$
|
1,623,729
|
|
Unsecured notes payable, net
|
|
250,000
|
|
|
(1,459
|
)
|
|
248,541
|
|
|||
Unsecured term loan, net
|
|
450,000
|
|
|
(3,535
|
)
|
|
446,465
|
|
|||
Liabilities associated with investment properties held for sale, net
|
|
8,203
|
|
|
(141
|
)
|
|
8,062
|
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired above market lease intangibles (a)
|
|
$
|
3,968
|
|
|
$
|
3,499
|
|
|
$
|
2,970
|
|
|
$
|
1,760
|
|
|
$
|
1,238
|
|
|
$
|
4,301
|
|
|
$
|
17,736
|
|
Acquired in-place lease value intangibles (a)
|
|
20,724
|
|
|
17,420
|
|
|
14,164
|
|
|
10,812
|
|
|
8,805
|
|
|
49,105
|
|
|
121,030
|
|
|||||||
Acquired lease intangible assets, net (b)
|
|
$
|
24,692
|
|
|
$
|
20,919
|
|
|
$
|
17,134
|
|
|
$
|
12,572
|
|
|
$
|
10,043
|
|
|
$
|
53,406
|
|
|
$
|
138,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired below market lease intangibles (a)
|
|
$
|
(5,946
|
)
|
|
$
|
(5,786
|
)
|
|
$
|
(5,596
|
)
|
|
$
|
(5,354
|
)
|
|
$
|
(5,208
|
)
|
|
$
|
(73,366
|
)
|
|
$
|
(101,256
|
)
|
Acquired ground lease intangibles (c)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(10,778
|
)
|
|
(13,578
|
)
|
|||||||
Acquired lease intangible liabilities, net (b)
|
|
$
|
(6,506
|
)
|
|
$
|
(6,346
|
)
|
|
$
|
(6,156
|
)
|
|
$
|
(5,914
|
)
|
|
$
|
(5,768
|
)
|
|
$
|
(84,144
|
)
|
|
$
|
(114,834
|
)
|
(a)
|
Represents the portion of the purchase price with respect to acquired leases in which the Company is the lessor. The amortization of acquired above and below market lease intangibles is recorded as an adjustment to rental income and the amortization of acquired in-place lease value intangibles is recorded to depreciation and amortization expense.
|
(b)
|
Acquired lease intangible assets, net and acquired lease intangible liabilities, net are presented net of
$304,145
and
$48,758
of accumulated amortization, respectively, as of
December 31, 2015
.
|
(c)
|
Represents the portion of the purchase price with respect to acquired leases in which the Company is the lessee. The amortization is recorded as an adjustment to property operating expenses.
|
•
|
a substantial decline in or continued low occupancy rate or cash flow;
|
•
|
expected significant declines in occupancy in the near future;
|
•
|
continued difficulty in leasing space;
|
•
|
a significant concentration of financially troubled tenants;
|
•
|
a change in anticipated holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by the Company’s management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location;
|
•
|
estimated holding period or various potential holding periods when considering probability-weighted scenarios;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated interest and internal costs expected to be capitalized, dates of construction completion and grand opening dates for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress using a property-specific capitalization rate;
|
•
|
comparable selling prices; and
|
•
|
a property-specific discount rate.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Impairment of consolidated properties (a)
|
|
$
|
19,937
|
|
|
$
|
72,203
|
|
|
$
|
92,033
|
|
Impairment of investment in unconsolidated joint ventures (b)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,834
|
|
Impairment of properties recorded at unconsolidated joint ventures (c)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286
|
|
(a)
|
Included in “Provision for impairment of investment properties” in the accompanying consolidated statements of operations and other comprehensive income, except for
$32,547
which is included in discontinued operations in
2013
.
|
(b)
|
Included in “Equity in loss of unconsolidated joint ventures, net” in the accompanying consolidated statements of operations and other comprehensive income and represents the aggregate impairment charge recorded to write down the Company’s investment in its Hampton Retail Colorado, L.L.C. (Hampton) joint venture, which was dissolved during 2013. See Note 11 to the consolidated financial statements for further discussion.
|
(c)
|
Reflected within “Equity in loss of unconsolidated joint ventures, net” in the accompanying consolidated statements of operations and other comprehensive income and represents the Company’s proportionate share of property-level impairment charges recorded at its unconsolidated joint ventures.
|
•
|
whether the lease stipulates how and on what a tenant improvement allowance may be spent;
|
•
|
whether the tenant or the Company retains legal title to the improvements;
|
•
|
the uniqueness of the improvements;
|
•
|
the expected economic life of the tenant improvements relative to the length of the lease;
|
•
|
who constructs or directs the construction of the improvements, and
|
•
|
whether the tenant or the Company is obligated to fund cost overruns.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area
(MSA)
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 8, 2015
|
|
Downtown Crown
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
258,000
|
|
|
$
|
162,785
|
|
January 23, 2015
|
|
Merrifield Town Center
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
84,900
|
|
|
56,500
|
|
|
January 23, 2015
|
|
Fort Evans Plaza II
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
228,900
|
|
|
65,000
|
|
|
February 19, 2015
|
|
Cedar Park Town Center
|
|
Austin
|
|
Multi-tenant retail
|
|
179,300
|
|
|
39,057
|
|
|
March 24, 2015
|
|
Lake Worth Towne Crossing – Parcel (a)
|
|
Dallas
|
|
Land
|
|
—
|
|
|
400
|
|
|
May 4, 2015
|
|
Tysons Corner
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
37,700
|
|
|
31,556
|
|
|
June 10, 2015
|
|
Woodinville Plaza
|
|
Seattle
|
|
Multi-tenant retail
|
|
170,800
|
|
|
35,250
|
|
|
July 31, 2015
|
|
Southlake Town Square – Outparcel (b)
|
|
Dallas
|
|
Single-user outparcel
|
|
13,800
|
|
|
8,440
|
|
|
August 27, 2015
|
|
Coal Creek Marketplace
|
|
Seattle
|
|
Multi-tenant retail
|
|
55,900
|
|
|
17,600
|
|
|
October 27, 2015
|
|
Royal Oaks Village II – Outparcel (a)
|
|
Houston
|
|
Single-user outparcel
|
|
12,300
|
|
|
6,841
|
|
|
November 13, 2015
|
|
Towson Square
|
|
Baltimore
|
|
Multi-tenant retail
|
|
138,200
|
|
|
39,707
|
|
|
|
|
|
|
|
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
(a)
|
The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property and a single-user outparcel located at its Royal Oaks Village II multi-tenant retail operating property.
|
(b)
|
The Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with the Company (as lessor) prior to the transaction.
|
Date
|
|
Property Name
|
|
MSA
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Pro Rata
Acquisition
Price
|
|||||
February 27, 2014
|
|
Heritage Square
|
|
Seattle
|
|
Multi-tenant retail
|
|
53,100
|
|
|
$
|
18,022
|
|
|
$
|
18,022
|
|
February 27, 2014
|
|
Bed Bath & Beyond Plaza – Fee Interest (a)
|
|
Miami
|
|
Ground lease interest
|
|
—
|
|
|
10,350
|
|
|
10,350
|
|
||
June 5, 2014
|
|
MS Inland Portfolio (b)
|
|
Various
|
|
Multi-tenant retail
|
|
1,194,800
|
|
|
292,500
|
|
|
234,000
|
|
||
June 23, 2014
|
|
Southlake Town Square – Outparcel (c)
|
|
Dallas
|
|
Single-user outparcel
|
|
8,500
|
|
|
6,369
|
|
|
6,369
|
|
||
November 20, 2014
|
|
Avondale Plaza
|
|
Seattle
|
|
Multi-tenant retail
|
|
39,000
|
|
|
15,070
|
|
|
15,070
|
|
||
December 30, 2014
|
|
Lakewood Towne Center – Parcel
|
|
Seattle
|
|
Multi-tenant parcel
|
|
44,000
|
|
|
5,750
|
|
|
5,750
|
|
||
|
|
|
|
|
|
|
|
1,339,400
|
|
|
$
|
348,061
|
|
|
$
|
289,561
|
|
(a)
|
The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Miami, Florida, which was previously subject to a ground lease with a third party. In conjunction with this transaction, the Company reversed a straight-line ground rent liability of
$4,258
, which is presented in “Gain on extinguishment of other liabilities” in the accompanying consolidated statements of operations and other comprehensive income.
|
(b)
|
As discussed in Note 11 to the consolidated financial statements, the Company dissolved its joint venture arrangement with its partner in MS Inland Fund, LLC (MS Inland) by acquiring its partner’s
80%
ownership interest in the
six
multi-tenant retail properties owned by the joint venture (collectively, the MS Inland acquisitions). The Company paid total cash consideration of approximately
$120,600
before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of
$141,698
. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of
$24,158
as a result of remeasuring the carrying value of its
20%
interest in the
six
acquired properties to fair value. Such gain is presented as “Gain on change in control of investment properties” in the accompanying consolidated statements of operations and other comprehensive income.
|
(c)
|
The Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with the Company (as lessor) prior to the transaction.
|
Date
|
|
Property Name
|
|
MSA
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Pro Rata
Acquisition
Price
|
|||||
October 1, 2013
|
|
RioCan Portfolio (a)
|
|
Various
|
|
Multi-tenant retail
|
|
598,100
|
|
|
$
|
124,783
|
|
|
$
|
99,826
|
|
November 6, 2013
|
|
Pelham Manor Shopping Plaza
|
|
New York
|
|
Multi-tenant retail
|
|
228,000
|
|
|
58,530
|
|
|
58,530
|
|
||
November 13, 2013
|
|
Fordham Place
|
|
New York
|
|
Multi-tenant retail
|
|
262,000
|
|
|
133,900
|
|
|
133,900
|
|
||
|
|
|
|
|
|
|
|
1,088,100
|
|
|
$
|
317,213
|
|
|
$
|
292,256
|
|
(a)
|
As discussed in Note 11 to the consolidated financial statements, the Company dissolved its joint venture arrangement with its partner in RC Inland L.P. (RioCan) and acquired its partner’s
80%
ownership interest in
five
multi-tenant retail properties owned by the joint venture. The Company paid total cash consideration of approximately
$45,500
before transaction costs and prorations and after assumption of its partner’s
80%
interest of the joint venture’s
$67,900
in-place mortgage financing on those properties. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of
$5,435
as a result of remeasuring the carrying value of its
20%
interest in the
five
acquired properties to fair value. Such gain is presented as “Gain on change in control of investment properties” in the accompanying consolidated statements of operations and other comprehensive income.
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Land
|
|
$
|
161,114
|
|
|
$
|
118,732
|
|
|
$
|
60,307
|
|
Building and other improvements
|
|
281,649
|
|
|
219,174
|
|
|
238,388
|
|
|||
Acquired lease intangible assets (a)
|
|
45,474
|
|
|
35,520
|
|
|
46,357
|
|
|||
Acquired lease intangible liabilities (b)
|
|
(25,101
|
)
|
|
(20,578
|
)
|
|
(26,525
|
)
|
|||
Mortgages payable (c)
|
|
—
|
|
|
(146,485
|
)
|
|
(69,177
|
)
|
|||
Net assets acquired (d)
|
|
$
|
463,136
|
|
|
$
|
206,363
|
|
|
$
|
249,350
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is
15 years
,
eight years
and
12 years
for acquisitions completed during the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is
21 years
,
16 years
and
23 years
for acquisitions completed during the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(c)
|
Includes mortgage premium of
$4,787
and
$1,313
for acquisitions completed during the years ended December 31, 2014 and 2013, respctively.
|
(d)
|
Net assets attributable to the MS Inland and RioCan acquisitions are presented at
100%
.
|
•
|
Shoppes at Hagerstown, a multi-tenant retail property located in Hagerstown, Maryland, for a gross purchase price of
$27,055
. The property was acquired on January 15, 2016 and contains approximately
113,200
square feet; and
|
•
|
Merrifield Town Center II, a property located in Falls Church, Virginia, for a gross purchase price of
$45,676
. The property was acquired on January 15, 2016 and contains approximately
138,000
square feet, consisting of
76,000
square feet of retail space and
62,000
square feet of storage space.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total revenues
|
|
$
|
612,758
|
|
|
$
|
635,240
|
|
|
$
|
605,708
|
|
Net income
|
|
$
|
125,408
|
|
|
$
|
18,313
|
|
|
$
|
24,964
|
|
Net income attributable to common shareholders
|
|
$
|
115,430
|
|
|
$
|
8,863
|
|
|
$
|
15,514
|
|
Earnings per common share – basic and diluted:
|
|
|
|
|
|
|
||||||
Net income per common share attributable to common shareholders
|
|
$
|
0.49
|
|
|
$
|
0.04
|
|
|
$
|
0.07
|
|
Weighted average number of common shares outstanding – basic
|
|
236,380
|
|
|
236,184
|
|
|
234,134
|
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
January 20, 2015
|
|
Aon Hewitt East Campus
|
|
Single-user office
|
|
343,000
|
|
|
$
|
17,233
|
|
|
$
|
16,495
|
|
|
$
|
—
|
|
February 27, 2015
|
|
Promenade at Red Cliff
|
|
Multi-tenant retail
|
|
94,500
|
|
|
19,050
|
|
|
18,848
|
|
|
4,572
|
|
|||
April 7, 2015
|
|
Hartford Insurance Building
|
|
Single-user office
|
|
97,400
|
|
|
6,015
|
|
|
5,663
|
|
|
860
|
|
|||
April 30, 2015
|
|
Rasmussen College
|
|
Single-user office
|
|
26,700
|
|
|
4,800
|
|
|
4,449
|
|
|
1,334
|
|
|||
May 15, 2015
|
|
Mountain View Plaza
|
|
Multi-tenant retail
|
|
162,000
|
|
|
28,500
|
|
|
27,949
|
|
|
10,184
|
|
|||
June 4, 2015
|
|
Massillon Commons
|
|
Multi-tenant retail
|
|
245,900
|
|
|
12,520
|
|
|
12,145
|
|
|
—
|
|
|||
June 5, 2015
|
|
Citizen's Property Insurance Building
|
|
Single-user office
|
|
59,800
|
|
|
3,650
|
|
|
3,368
|
|
|
440
|
|
|||
June 17, 2015
|
|
Pine Ridge Plaza
|
|
Multi-tenant retail
|
|
236,500
|
|
|
33,200
|
|
|
31,858
|
|
|
12,938
|
|
|||
June 17, 2015
|
|
Bison Hollow
|
|
Multi-tenant retail
|
|
134,800
|
|
|
18,800
|
|
|
18,657
|
|
|
4,061
|
|
|||
June 17, 2015
|
|
The Village at Quail Springs
|
|
Multi-tenant retail
|
|
100,400
|
|
|
11,350
|
|
|
11,267
|
|
|
3,824
|
|
|||
July 17, 2015
|
|
Greensburg Commons
|
|
Multi-tenant retail
|
|
272,500
|
|
|
18,400
|
|
|
18,283
|
|
|
2,810
|
|
|||
July 28, 2015
|
|
Arvada Connection and
Arvada Marketplace
|
|
Multi-tenant retail
|
|
367,500
|
|
|
54,900
|
|
|
53,159
|
|
|
20,208
|
|
|||
July 30, 2015
|
|
Traveler's Office Building
|
|
Single-user office
|
|
50,800
|
|
|
4,841
|
|
|
4,643
|
|
|
—
|
|
|||
August 6, 2015
|
|
Shaw's Supermarket
|
|
Single-user retail
|
|
65,700
|
|
|
3,000
|
|
|
2,769
|
|
|
—
|
|
|||
August 24, 2015
|
|
Harvest Towne Center
|
|
Multi-tenant retail
|
|
39,700
|
|
|
7,800
|
|
|
7,381
|
|
|
1,217
|
|
|||
August 31, 2015
|
|
Trenton Crossing &
McAllen Shopping Center (b)
|
|
Multi-tenant retail
|
|
265,900
|
|
|
39,295
|
|
|
38,410
|
|
|
13,760
|
|
|||
September 15, 2015
|
|
The Shops at Boardwalk
|
|
Multi-tenant retail
|
|
122,400
|
|
|
27,400
|
|
|
26,634
|
|
|
3,146
|
|
|||
September 29, 2015
|
|
Best on the Boulevard
|
|
Multi-tenant retail
|
|
204,400
|
|
|
42,500
|
|
|
41,542
|
|
|
15,932
|
|
|||
September 29, 2015
|
|
Montecito Crossing
|
|
Multi-tenant retail
|
|
179,700
|
|
|
52,200
|
|
|
51,415
|
|
|
17,928
|
|
|||
October 29, 2015
|
|
Green Valley Crossing (c)
|
|
Development
|
|
96,400
|
|
|
35,000
|
|
|
34,200
|
|
|
3,904
|
|
|||
November 12, 2015
|
|
Lake Mead Crossing
|
|
Multi-tenant retail
|
|
219,900
|
|
|
42,565
|
|
|
41,930
|
|
|
507
|
|
|||
December 2, 2015
|
|
Golfsmith
|
|
Single-user retail
|
|
14,900
|
|
|
4,475
|
|
|
4,298
|
|
|
1,010
|
|
|||
December 9, 2015
|
|
Wal-Mart – Turlock
|
|
Single-user retail
|
|
61,000
|
|
|
6,200
|
|
|
5,996
|
|
|
3,157
|
|
|||
December 18, 2015
|
|
Southgate Plaza
|
|
Multi-tenant retail
|
|
86,100
|
|
|
7,000
|
|
|
6,665
|
|
|
—
|
|
|||
December 31, 2015
|
|
Bellevue Mall
|
|
Development
|
|
369,300
|
|
|
15,750
|
|
|
17,500
|
|
|
—
|
|
|||
|
|
|
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
|
$
|
505,524
|
|
|
$
|
121,792
|
|
(a)
|
Aggregate proceeds are net of transaction costs and exclude
$300
of condemnation proceeds, which did not result in any additional gain recognition.
|
(b)
|
The terms of the disposition of Trenton Crossing and McAllen Shopping Center were negotiated as a single transaction.
|
(c)
|
The development property had been held in a consolidated joint venture and was sold to an affiliate of the joint venture partner. Concurrent with the sale, the joint venture was dissolved. Approximately
$528
of the gain on sale was allocated to the noncontrolling interest holder as its share of the gain.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
April 1, 2014
|
|
Midtown Center
|
|
Multi-tenant retail
|
|
408,500
|
|
|
$
|
47,150
|
|
|
$
|
46,043
|
|
|
$
|
—
|
|
May 16, 2014
|
|
Beachway Plaza & Cornerstone Plaza (b)
|
|
Multi-tenant retail
|
|
189,600
|
|
|
24,450
|
|
|
23,584
|
|
|
819
|
|
|||
August 1, 2014
|
|
Battle Ridge Pavilion
|
|
Multi-tenant retail
|
|
103,500
|
|
|
14,100
|
|
|
13,722
|
|
|
1,327
|
|
|||
August 15, 2014
|
|
Stanley Works/Mac Tools
|
|
Single-user office
|
|
72,500
|
|
|
10,350
|
|
|
10,184
|
|
|
1,375
|
|
|||
August 15, 2014
|
|
Fisher Scientific
|
|
Single-user office
|
|
114,700
|
|
|
14,000
|
|
|
13,715
|
|
|
3,732
|
|
|||
August 19, 2014
|
|
Boston Commons
|
|
Multi-tenant retail
|
|
103,400
|
|
|
9,820
|
|
|
9,586
|
|
|
—
|
|
|||
August 19, 2014
|
|
Greenwich Center
|
|
Multi-tenant retail
|
|
182,600
|
|
|
22,700
|
|
|
21,977
|
|
|
5,871
|
|
|||
August 26, 2014
|
|
Crossroads Plaza CVS
|
|
Single-user retail
|
|
16,000
|
|
|
7,650
|
|
|
7,411
|
|
|
2,863
|
|
|||
August 27, 2014
|
|
Four Peaks Plaza
|
|
Multi-tenant retail
|
|
140,400
|
|
|
9,900
|
|
|
9,381
|
|
|
—
|
|
|||
October 2, 2014
|
|
Gloucester Town Center
|
|
Multi-tenant retail
|
|
107,200
|
|
|
10,350
|
|
|
9,722
|
|
|
—
|
|
|||
October 20, 2014
|
|
Various (c)
|
|
Single-user retail
|
|
65,400
|
|
|
24,400
|
|
|
23,846
|
|
|
6,362
|
|
|||
October 29, 2014
|
|
Shoppes at Stroud
|
|
Multi-tenant retail
|
|
136,400
|
|
|
26,850
|
|
|
26,466
|
|
|
485
|
|
|||
October 31, 2014
|
|
The Market at Clifty Crossing
|
|
Multi-tenant retail
|
|
175,900
|
|
|
19,150
|
|
|
18,883
|
|
|
5,292
|
|
|||
November 5, 2014
|
|
Crockett Square
|
|
Multi-tenant retail
|
|
107,100
|
|
|
9,750
|
|
|
9,565
|
|
|
822
|
|
|||
November 24, 2014
|
|
Mission Crossing (d)
|
|
Multi-tenant retail
|
|
178,200
|
|
|
24,250
|
|
|
23,545
|
|
|
5,936
|
|
|||
December 4, 2014
|
|
Plaza at Riverlakes
|
|
Multi-tenant retail
|
|
102,800
|
|
|
17,350
|
|
|
17,021
|
|
|
4,127
|
|
|||
December 16, 2014
|
|
Diebold Warehouse
|
|
Single-user industrial
|
|
158,700
|
|
|
11,500
|
|
|
10,752
|
|
|
2,879
|
|
|||
December 22, 2014
|
|
Newburgh Crossing
|
|
Multi-tenant retail
|
|
62,900
|
|
|
10,000
|
|
|
9,770
|
|
|
—
|
|
|||
|
|
|
|
|
|
2,425,800
|
|
|
313,720
|
|
|
305,173
|
|
|
41,890
|
|
|||
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
March 11, 2014
|
|
Riverpark Phase IIA
|
|
Single-user retail
|
|
64,300
|
|
|
9,269
|
|
|
9,204
|
|
|
655
|
|
|||
|
|
|
|
|
|
2,490,100
|
|
|
$
|
322,989
|
|
|
$
|
314,377
|
|
|
$
|
42,545
|
|
(a)
|
Aggregate proceeds are net of transaction costs and exclude
$324
of condemnation proceeds, which did not result in any additional gain recognition.
|
(b)
|
The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. The Company recognized a gain on sale of
$527
during the second quarter of 2014 and an additional gain of
$292
during the fourth quarter of 2014 that was deferred at disposition.
|
(c)
|
The Company sold a portfolio of
five
drug stores located in Pennsylvania, Wisconsin and Alabama in a single transaction.
|
(d)
|
The disposition of Mission Crossing was executed in
two
separate transactions for a total sales price of
$24,250
. The
163,400
square foot multi-tenant retail property, excluding the Walgreens outparcel, was sold for
$17,250
to a third party and the
14,800
square foot Walgreens outparcel was sold for
$7,000
to a different third party.
|
|
December 31, 2014
|
||
Assets
|
|
||
Land, building and other improvements
|
$
|
36,020
|
|
Accumulated depreciation
|
(5,358
|
)
|
|
Net investment properties
|
30,662
|
|
|
Other assets
|
2,837
|
|
|
Assets associated with investment properties held for sale
|
$
|
33,499
|
|
|
|
||
Liabilities
|
|
||
Mortgage payable, net
|
$
|
7,934
|
|
Other liabilities
|
128
|
|
|
Liabilities associated with investment properties held for sale, net
|
$
|
8,062
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues
|
|
|
|
||||
Rental income
|
$
|
(123
|
)
|
|
$
|
24,448
|
|
Tenant recovery income
|
144
|
|
|
5,142
|
|
||
Other property income
|
23
|
|
|
7,571
|
|
||
Total revenues
|
44
|
|
|
37,161
|
|
||
|
|
|
|
||||
Expenses
|
|
|
|
||||
Property operating expenses
|
121
|
|
|
4,802
|
|
||
Real estate taxes
|
3
|
|
|
5,664
|
|
||
Depreciation and amortization
|
—
|
|
|
11,075
|
|
||
Provision for impairment of investment properties
|
—
|
|
|
32,547
|
|
||
Gain on extinguishment of debt
|
—
|
|
|
(26,331
|
)
|
||
Gain on extinguishment of other liabilities
|
—
|
|
|
(3,511
|
)
|
||
Interest expense
|
68
|
|
|
3,632
|
|
||
Other income, net
|
—
|
|
|
(113
|
)
|
||
Total expenses
|
192
|
|
|
27,765
|
|
||
|
|
|
|
|
|||
(Loss) income from discontinued operations, net
|
$
|
(148
|
)
|
|
$
|
9,396
|
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per
Restricted Share
|
|||
Balance as of January 1, 2013
|
46
|
|
|
$
|
17.30
|
|
Shares granted (a)
|
116
|
|
|
$
|
14.27
|
|
Shares vested
|
(9
|
)
|
|
$
|
15.53
|
|
Shares forfeited
|
(1
|
)
|
|
$
|
15.61
|
|
Balance as of December 31, 2013
|
152
|
|
|
$
|
15.11
|
|
Shares granted (a)
|
303
|
|
|
$
|
13.89
|
|
Shares vested
|
(58
|
)
|
|
$
|
14.50
|
|
Shares forfeited
|
(1
|
)
|
|
$
|
15.61
|
|
Balance as of December 31, 2014
|
396
|
|
|
$
|
14.26
|
|
Shares granted (a)
|
801
|
|
|
$
|
15.82
|
|
Shares vested
|
(405
|
)
|
|
$
|
14.89
|
|
Shares forfeited
|
(4
|
)
|
|
$
|
16.01
|
|
Balance as of December 31, 2015 (b)
|
788
|
|
|
$
|
15.52
|
|
(a)
|
Shares granted in
2013
,
2014
and
2015
vest over periods ranging from
0.6
to
five years
,
one
to
three years
and
0.4
to
3.4 years
, respectively, in accordance with the terms of applicable award documents.
|
(b)
|
As of
December 31, 2015
, total unrecognized compensation expense related to unvested restricted shares was
$4,465
, which is expected to be amortized over a weighted average term of
1.4 years
.
|
|
Unvested
RSUs
|
|
Weighted Average
Grant Date
Fair Value
per RSU
|
|||
RSUs eligible for future conversion as of January 1, 2015
|
—
|
|
|
$
|
—
|
|
RSUs granted
|
180
|
|
|
$
|
14.19
|
|
RSUs ineligible for conversion
|
(6
|
)
|
|
$
|
14.10
|
|
RSUs eligible for future conversion as of December 31, 2015 (a)
|
174
|
|
|
$
|
14.20
|
|
(a)
|
As of
December 31, 2015
, total unrecognized compensation expense related to unvested RSUs was
$1,825
, which is expected to be amortized over a weighted average term of
2.7 years
.
|
|
|
Minimum Lease Payments
|
||
2016
|
|
$
|
441,553
|
|
2017
|
|
393,790
|
|
|
2018
|
|
347,324
|
|
|
2019
|
|
282,837
|
|
|
2020
|
|
220,910
|
|
|
Thereafter
|
|
824,493
|
|
|
Total
|
|
$
|
2,510,907
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Ground lease rent expense (a)
|
$
|
11,461
|
|
|
$
|
11,676
|
|
|
$
|
9,758
|
|
Office rent expense (b)
|
$
|
1,246
|
|
|
$
|
1,210
|
|
|
$
|
962
|
|
(a)
|
Included in “Property operating expenses” in the accompanying consolidated statements of operations and other comprehensive income. Excludes amounts attributable to discontinued operations, but includes straight-line ground rent expense of
$3,722
,
$3,889
and
$3,486
for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(b)
|
Office rent expense related to property management operations is included in “Property operating expenses” and office rent expense related to corporate office operations is included in “General and administrative expenses” in the accompanying consolidated statements of operations and other comprehensive income.
|
|
|
Minimum Lease Obligations
|
||
2016
|
|
$
|
8,458
|
|
2017
|
|
8,396
|
|
|
2018
|
|
8,448
|
|
|
2019
|
|
8,776
|
|
|
2020
|
|
9,174
|
|
|
Thereafter
|
|
510,790
|
|
|
Total
|
|
$
|
554,042
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|||||||||||||||
|
Aggregate
Principal
Balance
|
|
Weighted
Average
Interest Rate
|
|
Weighted
Average Years
to Maturity
|
|
Aggregate
Principal
Balance
|
|
Weighted
Average
Interest Rate
|
|
Weighted
Average Years
to Maturity
|
|||||||
Fixed rate mortgages payable (a)
|
$
|
1,128,505
|
|
|
6.08
|
%
|
|
3.9
|
|
|
$
|
1,616,063
|
|
|
6.03
|
%
|
|
4.0
|
Variable rate construction loan (b)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
14,900
|
|
|
2.44
|
%
|
|
0.8
|
||
Mortgages payable
|
1,128,505
|
|
|
6.08
|
%
|
|
3.9
|
|
|
1,630,963
|
|
|
5.99
|
%
|
|
3.9
|
||
Premium, net of accumulated amortization
|
1,865
|
|
|
|
|
|
|
3,972
|
|
|
|
|
|
|||||
Discount, net of accumulated amortization
|
(1
|
)
|
|
|
|
|
|
(470
|
)
|
|
|
|
|
|||||
Capitalized loan fees, net of accumulated amortization
|
(7,233
|
)
|
|
|
|
|
|
(10,736
|
)
|
|
|
|
|
|||||
Mortgages payable, net
|
$
|
1,123,136
|
|
|
|
|
|
|
$
|
1,623,729
|
|
|
|
|
|
(a)
|
Includes
$7,910
and
$8,124
of variable rate mortgage debt that has been swapped to a fixed rate as of
December 31, 2015
and
2014
, respectively, and excludes mortgages payable of
$8,075
associated with
one
investment property classified as held for sale as of December 31, 2014. The fixed rate mortgages had interest rates ranging from
3.35%
to
8.00%
as of
December 31, 2015
and
2014
.
|
(b)
|
The variable rate construction loan bore interest at a floating rate of London Interbank Offered Rate (
LIBOR
) plus
2.25%
. On October 29, 2015, the construction loan was repaid in conjunction with the disposition of Green Valley Crossing.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
48,876
|
|
|
$
|
319,633
|
|
|
$
|
10,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
302,324
|
|
|
$
|
1,128,505
|
|
Unsecured credit facility – fixed rate portion of term loan (b)
|
—
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|||||||
Total fixed rate debt
|
48,876
|
|
|
319,633
|
|
|
310,801
|
|
|
443,447
|
|
|
3,424
|
|
|
802,324
|
|
|
1,928,505
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unsecured credit facility
|
—
|
|
|
100,000
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||||
Total debt (d)
|
$
|
48,876
|
|
|
$
|
419,633
|
|
|
$
|
460,801
|
|
|
$
|
443,447
|
|
|
$
|
3,424
|
|
|
$
|
802,324
|
|
|
$
|
2,178,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
4.92
|
%
|
|
5.52
|
%
|
|
2.16
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.96
|
%
|
|||||||
Variable rate debt (e)
|
—
|
|
|
1.93
|
%
|
|
1.88
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.90
|
%
|
|||||||
Total
|
4.92
|
%
|
|
4.66
|
%
|
|
2.07
|
%
|
|
7.50
|
%
|
|
4.80
|
%
|
|
4.42
|
%
|
|
4.61
|
%
|
(a)
|
Includes
$7,910
of variable rate mortgage debt that has been swapped to a fixed rate as of
December 31, 2015
. Excludes mortgage premium of
$1,865
and discount of
$(1)
, net of accumulated amortization, as of
December 31, 2015
.
|
(b)
|
$300,000
of LIBOR-based variable rate debt has been swapped to a fixed rate through February 2016. The swap effectively converts
one-month floating rate LIBOR
to a fixed rate of
0.53875%
over the term of the swap.
|
(c)
|
Excludes discount of
$(1,090)
, net of accumulated amortization, as of
December 31, 2015
.
|
(d)
|
Total debt excludes capitalized loan fees of
$(13,041)
, net of accumulated amortization, as of
December 31, 2015
which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was
4.5 years
as of
December 31, 2015
.
|
(e)
|
Represents interest rates as of
December 31, 2015
.
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
Unsecured Notes Payable
|
|
Maturity Date
|
|
Principal
Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
|
Principal
Balance |
|
Interest Rate/
Weighted Average Interest Rate |
||||||
Senior notes – 4.12% Series A due 2021
|
|
June 30, 2021
|
|
$
|
100,000
|
|
|
4.12
|
%
|
|
$
|
100,000
|
|
|
4.12
|
%
|
Senior notes – 4.58% Series B due 2024
|
|
June 30, 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
150,000
|
|
|
4.58
|
%
|
||
Senior notes – 4.00% due 2025
|
|
March 15, 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
500,000
|
|
|
4.20
|
%
|
|
250,000
|
|
|
4.40
|
%
|
||
Discount, net of accumulated amortization
|
|
|
|
(1,090
|
)
|
|
|
|
—
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(3,334
|
)
|
|
|
|
(1,459
|
)
|
|
|
||||
|
|
Total
|
|
$
|
495,576
|
|
|
|
|
$
|
248,541
|
|
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
|
Balance
|
|
Interest Rate/
Weighted Average Interest Rate |
||||||
Term loan – fixed rate portion (a)
|
|
May 11, 2018
|
|
$
|
300,000
|
|
|
1.99
|
%
|
|
$
|
300,000
|
|
|
1.99
|
%
|
Term loan – variable rate portion
|
|
May 11, 2018
|
|
150,000
|
|
|
1.88
|
%
|
|
150,000
|
|
|
1.62
|
%
|
||
Subtotal
|
|
|
|
450,000
|
|
|
|
|
450,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(2,474
|
)
|
|
|
|
(3,535
|
)
|
|
|
||||
Term loan, net
|
|
|
|
447,526
|
|
|
|
|
446,465
|
|
|
|
||||
Revolving line of credit – variable rate (b)
|
|
May 12, 2017 (c)
|
|
100,000
|
|
|
1.93
|
%
|
|
—
|
|
|
1.67
|
%
|
||
Total unsecured credit facility, net
|
|
|
|
$
|
547,526
|
|
|
1.95
|
%
|
|
$
|
446,465
|
|
|
1.87
|
%
|
(a)
|
$300,000
of the term loan has been swapped to a fixed rate of
0.53875%
plus a credit spread based on a leverage grid ranging from
1.45%
to
2.00%
through February 2016. The applicable credit spread was
1.45%
as of
December 31, 2015
and
2014
.
|
(b)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
(c)
|
The Company had a
one year
extension option on the unsecured revolving line of credit, which it could have exercised as long as it was in compliance with the terms of the unsecured credit agreement and it paid an extension fee equal to
0.15%
of the commitment amount being extended.
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||||
Unsecured Credit Facility
|
|
Credit Spread
|
|
Unused Fee
|
|
Credit Spread
|
|
Facility Fee
|
Term loan
|
|
1.45% – 2.00%
|
|
N/A
|
|
1.05% – 2.05%
|
|
N/A
|
Revolving line of credit
|
|
1.50% – 2.05%
|
|
0.25% – 0.30%
|
|
0.90% – 1.70%
|
|
0.15% – 0.35%
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2016 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
December 31,
2015 |
|
December 31,
2014 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||
Interest rate swaps
|
|
2
|
|
|
2
|
|
|
$
|
307,910
|
|
|
$
|
308,124
|
|
|
|
Fair Value
|
||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
85
|
|
|
$
|
562
|
|
|
Year ended December 31,
|
||||||||||||||||||||||||||||||
|
RioCan (a)
|
|
Hampton (b)
|
|
Other Joint Ventures (c)
|
|
Combined Condensed Total
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property related income
|
$
|
—
|
|
|
$
|
36,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,853
|
|
|
$
|
27,841
|
|
|
$
|
11,853
|
|
|
$
|
64,599
|
|
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,679
|
|
|
8,174
|
|
|
6,679
|
|
|
8,174
|
|
||||||||
Total revenues
|
—
|
|
|
36,758
|
|
|
—
|
|
|
—
|
|
|
18,532
|
|
|
36,015
|
|
|
18,532
|
|
|
72,773
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Property operating expenses
|
—
|
|
|
5,001
|
|
|
—
|
|
|
—
|
|
|
1,660
|
|
|
3,522
|
|
|
1,660
|
|
|
8,523
|
|
||||||||
Real estate taxes
|
—
|
|
|
6,187
|
|
|
—
|
|
|
—
|
|
|
2,339
|
|
|
5,267
|
|
|
2,339
|
|
|
11,454
|
|
||||||||
Depreciation and amortization
|
—
|
|
|
21,964
|
|
|
—
|
|
|
—
|
|
|
3,948
|
|
|
9,601
|
|
|
3,948
|
|
|
31,565
|
|
||||||||
General and administrative expenses
|
—
|
|
|
457
|
|
|
—
|
|
|
6
|
|
|
268
|
|
|
454
|
|
|
268
|
|
|
917
|
|
||||||||
Interest expense, net
|
—
|
|
|
7,033
|
|
|
—
|
|
|
(1,758
|
)
|
|
3,028
|
|
|
7,129
|
|
|
3,028
|
|
|
12,404
|
|
||||||||
Other (income) expense, net
|
—
|
|
|
(4,436
|
)
|
|
—
|
|
|
(13
|
)
|
|
11,921
|
|
|
6,025
|
|
|
11,921
|
|
|
1,576
|
|
||||||||
Total expenses
|
—
|
|
|
36,206
|
|
|
—
|
|
|
(1,765
|
)
|
|
23,164
|
|
|
31,998
|
|
|
23,164
|
|
|
66,439
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations
|
—
|
|
|
552
|
|
|
—
|
|
|
1,765
|
|
|
(4,632
|
)
|
|
4,017
|
|
|
(4,632
|
)
|
|
6,334
|
|
||||||||
(Loss) income from discontinued operations (d)
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
52
|
|
|
—
|
|
|
(1,091
|
)
|
||||||||
Gain on sales of investment properties – discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
||||||||
Net (loss) income
|
$
|
—
|
|
|
$
|
(474
|
)
|
|
$
|
—
|
|
|
$
|
2,667
|
|
|
$
|
(4,632
|
)
|
|
$
|
4,069
|
|
|
$
|
(4,632
|
)
|
|
$
|
6,262
|
|
(a)
|
On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan.
|
(b)
|
During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton.
|
(c)
|
On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. In addition, effective December 1, 2014, the Company terminated its investment in the Captive.
|
(d)
|
Included within “(Loss) income from discontinued operations” are the following: property-level operating results attributable to the
five
properties the Company acquired from its RioCan unconsolidated joint venture on October 1, 2013; all property-level operating results attributable to the Hampton unconsolidated joint venture; and the property-level operating results recognized by the Company’s MS Inland unconsolidated joint venture related to a property sold to the Company’s RioCan unconsolidated joint venture. The property-level operating results for the portfolio of properties held by the Company’s MS Inland unconsolidated joint venture are presented within “Income (loss) from continuing operations” above given that the Company’s acquisition of its partner’s
80%
interest in all of the properties was a transaction among partners. The property-level operating results of the
eight
RioCan properties in which the Company’s partner acquired the Company’s
20%
interest are presented within “Income (loss) from continuing operations” above given the continuity of the controlling financial interest before and after the dissolution transaction.
|
|
|
The Company’s Share of
Net Income (Loss) for the
Years Ended December 31,
|
|
Net Cash Distributions
from / (Contributions to)
Joint Ventures for the
Years Ended December 31,
|
|
Fees Earned by
the Company for the
Years Ended December 31,
|
||||||||||||||||||
Joint Venture
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
MS Inland (a)
|
|
$
|
241
|
|
|
$
|
661
|
|
|
$
|
1,360
|
|
|
$
|
2,369
|
|
|
$
|
338
|
|
|
$
|
859
|
|
Hampton (b)
|
|
—
|
|
|
2,576
|
|
|
—
|
|
|
855
|
|
|
—
|
|
|
1
|
|
||||||
RioCan (c)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(2,394
|
)
|
|
—
|
|
|
1,648
|
|
||||||
Captive (d)
|
|
(2,444
|
)
|
|
(2,589
|
)
|
|
(25
|
)
|
|
(2,503
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
(2,203
|
)
|
|
$
|
472
|
|
|
$
|
1,335
|
|
|
$
|
(1,673
|
)
|
|
$
|
338
|
|
|
$
|
2,508
|
|
(a)
|
On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland.
|
(b)
|
During the year ended December 31, 2013, Hampton determined that the carrying value of
one
of its assets was not recoverable and, accordingly, recorded a property level impairment charge in the amount of
$298
, of which the Company’s share was
$286
. The joint venture’s estimate of fair value relating to this impairment assessment was based upon a bona fide purchase offer. During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton.
|
(c)
|
On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan.
|
(d)
|
Effective December 1, 2014, the Company terminated its participation in the Captive.
|
Fair value of the net assets acquired at 100%
|
|
$
|
150,802
|
|
|
|
|
||
Fair value of the net assets acquired at 20%
|
|
$
|
30,160
|
|
Less: Carrying value of the Company’s previous investment in the six properties acquired on June 5, 2014
|
|
6,002
|
|
|
Gain on change in control of investment properties
|
|
$
|
24,158
|
|
•
|
The Company acquired its partner’s
80%
ownership interest in
five
properties owned by the joint venture. The
five
properties had, at acquisition, a combined fair value of approximately
$124,800
, with the Company’s partner’s interest valued at approximately
$99,900
. The Company paid total cash consideration of approximately
$45,500
before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of approximately
$67,900
at a weighted average interest rate of
4.8%
. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of
$5,435
as a result of remeasuring the carrying value of its
20%
interest in the
five
acquired properties to fair value. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with the transaction discussed above:
|
Fair value of the net assets acquired at 100%
|
|
$
|
56,919
|
|
|
|
|
||
Fair value of the net assets acquired at 20%
|
|
$
|
11,384
|
|
Less: Carrying value of the Company’s previous investment in the five properties acquired on October 1, 2013
|
|
5,949
|
|
|
Gain on change in control of investment properties
|
|
$
|
5,435
|
|
•
|
The Company sold to its partner its
20%
ownership interest in the remaining
eight
properties owned by the joint venture. The properties had, at disposition, a combined fair value of approximately
$477,500
, with the Company’s
20%
interest valued at approximately
$95,500
. The Company received cash consideration of approximately
$53,700
before transaction costs and prorations and after its partner assumed the joint venture’s in-place mortgage financing on those properties of approximately
$209,200
at a weighted average interest rate of
3.7%
. The Company recognized a
$17,499
gain on sale of its interest in RioCan as a result of the transaction upon meeting all applicable sales criteria. The following table summarizes the calculation of the gain on sale of joint venture interest recognized in conjunction with the transaction discussed above:
|
Investment in RioCan at September 30, 2013
|
|
$
|
41,523
|
|
Less: Carrying value of the Company’s previous investment in the five properties
acquired on October 1, 2013
|
|
5,949
|
|
|
Pre-disposition investment in RioCan
|
|
$
|
35,574
|
|
|
|
|
||
Net consideration received at close for the Company’s interest in RioCan
|
|
$
|
53,073
|
|
Less: Pre-disposition investment in RioCan
|
|
35,574
|
|
|
Gain on sale of joint venture interest
|
|
$
|
17,499
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
3,832
|
|
|
$
|
597
|
|
|
$
|
(42,855
|
)
|
|
Gain on sales of investment properties
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
|||
Net income from continuing operations attributable to noncontrolling interest
|
(528
|
)
|
|
—
|
|
|
—
|
|
|
|||
Preferred stock dividends
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
|||
Income (loss) from continuing operations attributable to common shareholders
|
115,646
|
|
|
33,343
|
|
|
(46,499
|
)
|
|
|||
Income from discontinued operations
|
—
|
|
|
507
|
|
|
50,675
|
|
|
|||
Net income attributable to common shareholders
|
115,646
|
|
|
33,850
|
|
|
4,176
|
|
|
|||
Distributions paid on unvested restricted shares
|
(481
|
)
|
|
(225
|
)
|
|
(59
|
)
|
|
|||
Net income attributable to common shareholders excluding amounts
attributable to unvested restricted shares
|
$
|
115,165
|
|
|
$
|
33,625
|
|
|
$
|
4,117
|
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for earnings (loss) per common share – basic:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
236,380
|
|
(a)
|
236,184
|
|
(b)
|
234,134
|
|
(c)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
2
|
|
(d)
|
3
|
|
(d)
|
—
|
|
(d)
|
|||
RSUs
|
—
|
|
(e)
|
—
|
|
|
—
|
|
|
|||
Denominator for earnings (loss) per common share – diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent
shares outstanding
|
236,382
|
|
|
236,187
|
|
|
234,134
|
|
|
(a)
|
Excludes
788
shares of unvested restricted common stock, which equate to
768
shares on a weighted average basis for the year ended
December 31, 2015
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excludes
396
shares of unvested restricted common stock, which equate to
364
shares on a weighted average basis for the year ended
December 31, 2014
. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
|
(c)
|
Excludes
152
shares of unvested restricted common stock, which equate to
106
shares on a weighted average basis for the year ended
December 31, 2013
. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
|
(d)
|
There were outstanding options to purchase
53
,
64
and
78
shares of common stock as of
December 31, 2015
,
2014
and
2013
, respectively, at a weighted average exercise price of
$19.39
,
$19.32
and
$19.10
, respectively. Of these totals, outstanding options to purchase
45
,
54
and
78
shares of common stock as of
December 31, 2015
,
2014
and
2013
, respectively, at a weighted average exercise price of
$20.74
,
$20.72
and
$19.10
, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive.
|
(e)
|
There were
174
RSUs eligible for future conversion following the performance period as of
December 31, 2015
(see Note 5 to the consolidated financial statements). These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming the end of the reporting period was the end of the contingency period. Assuming
December 31, 2015
was the end of the contingency period, none of these contingently issuable shares would be outstanding.
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Basis difference in properties
|
|
$
|
1,109
|
|
|
$
|
14,211
|
|
Capital loss carryforward
|
|
9,885
|
|
|
3,225
|
|
||
Net operating loss carryforward
|
|
12,543
|
|
|
2,995
|
|
||
Other
|
|
81
|
|
|
140
|
|
||
Gross deferred tax assets
|
|
23,618
|
|
|
20,571
|
|
||
Less: valuation allowance
|
|
(23,618
|
)
|
|
(20,355
|
)
|
||
Total deferred tax assets
|
|
—
|
|
|
216
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other
|
|
—
|
|
|
(216
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to the Company
|
|
$
|
125,096
|
|
|
$
|
43,300
|
|
|
$
|
13,626
|
|
Book/tax differences
|
|
2,344
|
|
|
71,910
|
|
|
60,098
|
|
|||
REIT taxable income subject to 90% dividend requirement
|
|
$
|
127,440
|
|
|
$
|
115,210
|
|
|
$
|
73,724
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash distributions paid
|
|
$
|
166,064
|
|
|
$
|
166,025
|
|
|
$
|
164,391
|
|
Less: non-dividend distributions
|
|
(38,624
|
)
|
|
(50,815
|
)
|
|
(90,667
|
)
|
|||
Total dividends paid deduction attributable to earnings and profits
|
|
$
|
127,440
|
|
|
$
|
115,210
|
|
|
$
|
73,724
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Preferred stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.80
|
|
Non-dividend distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total distributions per share
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
0.50
|
|
|
$
|
0.45
|
|
|
$
|
0.27
|
|
Non-dividend distributions
|
|
0.16
|
|
|
0.21
|
|
|
0.39
|
|
|||
Total distributions per share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
|
December 31,
|
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|||
Number of properties for which indicators of impairment were identified
|
|
3
|
|
|
8
|
|
(a)
|
14
|
|
(b)
|
Less: number of properties for which an impairment charge was recorded
|
|
—
|
|
|
3
|
|
|
3
|
|
|
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
|
|
3
|
|
|
4
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (c)
|
|
42
|
%
|
|
48
|
%
|
|
20
|
%
|
|
(a)
|
Includes
seven
properties which have subsequently been sold as of
December 31, 2015
.
|
(b)
|
Includes
11
properties which have subsequently been sold as of
December 31, 2015
.
|
(c)
|
Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
|
(a)
|
The Company recorded impairment charges based upon the terms and conditions of an executed sales contract for the respective properties, which were sold during 2015.
|
Property Name
|
|
Property Type
|
|
Impairment Date
|
|
Square
Footage
|
|
Provision for
Impairment of
Investment
Properties
|
|||
Midtown Center (a)
|
|
Multi-tenant retail
|
|
March 31, 2014
|
|
408,500
|
|
|
$
|
394
|
|
Gloucester Town Center
|
|
Multi-tenant retail
|
|
Various (b)
|
|
107,200
|
|
|
6,148
|
|
|
Boston Commons (a)
|
|
Multi-tenant retail
|
|
August 19, 2014
|
|
103,400
|
|
|
453
|
|
|
Four Peaks Plaza (a)
|
|
Multi-tenant retail
|
|
August 27, 2014
|
|
140,400
|
|
|
4,154
|
|
|
Shaw’s Supermarket (c)
|
|
Single-user retail
|
|
September 30, 2014
|
|
65,700
|
|
|
6,230
|
|
|
The Gateway (d)
|
|
Multi-tenant retail
|
|
September 30, 2014
|
|
623,200
|
|
|
42,999
|
|
|
Newburgh Crossing (a)
|
|
Multi-tenant retail
|
|
December 22, 2014
|
|
62,900
|
|
|
1,139
|
|
|
Hartford Insurance Building (e)
|
|
Single-user office
|
|
December 31, 2014
|
|
97,400
|
|
|
5,782
|
|
|
Citizen’s Property Insurance Building (e)
|
|
Single-user office
|
|
December 31, 2014
|
|
59,800
|
|
|
4,341
|
|
|
Aon Hewitt East Campus (f)
|
|
Single-user office
|
|
December 31, 2014
|
|
343,000
|
|
|
563
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
72,203
|
|
|
|
Estimated fair value of impaired properties as of impairment date
|
$
|
190,953
|
|
(a)
|
The Company recorded impairment charges based upon the terms and conditions of an executed sales contract for each of the respective properties, which were sold during 2014.
|
(b)
|
An impairment charge was recorded on June 30, 2014 based upon the terms of a bona fide purchase offer and additional impairment was recognized on September 30, 2014 pursuant to the terms and conditions of an executed sales contract.
|
(c)
|
The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property.
|
(d)
|
The Company recorded an impairment charge as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property.
|
(e)
|
The Company recorded impairment charges driven by changes in the estimated holding periods for the properties.
|
(f)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of December 31, 2014 and was sold on January 20, 2015.
|
(a)
|
The Company recorded an impairment charge driven by a change in the estimated holding period for the property. The amount of the impairment charge was based upon the terms and conditions of a bona fide purchase offer.
|
(b)
|
The Company recorded impairment charges driven by changes in the estimated holding periods for the properties.
|
(c)
|
The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property, which was subsequently sold on October 25, 2013.
|
(d)
|
Impairment charges were recorded at various dates during the year ended December 31, 2013 initially based upon the terms of bona fide purchase offers, subsequent revisions pursuant to contract negotiations or the final disposition price, as applicable.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
1,123,136
|
|
|
$
|
1,213,620
|
|
|
$
|
1,623,729
|
|
|
$
|
1,749,671
|
|
Unsecured notes payable, net
|
$
|
495,576
|
|
|
$
|
486,701
|
|
|
$
|
248,541
|
|
|
$
|
258,360
|
|
Unsecured credit facility
|
$
|
547,526
|
|
|
$
|
550,000
|
|
|
$
|
446,465
|
|
|
$
|
451,502
|
|
Derivative liability
|
$
|
85
|
|
|
$
|
85
|
|
|
$
|
562
|
|
|
$
|
562
|
|
•
|
Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs — Observable inputs other than quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 3 Inputs — Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
—
|
|
|
$
|
562
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment (a)
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,500
|
|
(b)
|
$
|
86,500
|
|
|
$
|
59,352
|
|
Investment properties –
held for sale
(c)
|
$
|
—
|
|
|
$
|
17,233
|
|
|
$
|
—
|
|
|
$
|
17,233
|
|
|
$
|
563
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to
December 31, 2014
.
|
(b)
|
Represents the fair values of the Company’s Shaw’s Supermarket, The Gateway, Hartford Insurance Building and Citizen’s Property Insurance Building investment properties. The estimated fair values of Shaw’s Supermarket and The Gateway of
$3,100
and
$75,400
, respectively, were determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following were the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014, the date the assets were measured at fair value:
|
|
|
2014
|
||
|
|
Low
|
|
High
|
Rental growth rates
|
|
Varies (i)
|
|
Varies (i)
|
Operating expense growth rates
|
|
1.39%
|
|
3.70%
|
Discount rates
|
|
8.25%
|
|
9.50%
|
Terminal capitalization rates
|
|
7.50%
|
|
8.50%
|
(i)
|
Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors.
|
(c)
|
Represents an impairment charge recorded during the the three months ended December 31, 2014 for Aon Hewitt East Campus, which was classified as held for sale as of December 31, 2014. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling
$738
are not reflected as a reduction to the fair value disclosed in the table above but were included in the calculation of the impairment charge.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,213,620
|
|
|
$
|
1,213,620
|
|
Unsecured notes payable, net
|
$
|
239,482
|
|
|
$
|
—
|
|
|
$
|
247,219
|
|
|
$
|
486,701
|
|
Unsecured credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
|
$
|
550,000
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,749,671
|
|
|
$
|
1,749,671
|
|
Unsecured notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258,360
|
|
|
$
|
258,360
|
|
Unsecured credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
451,502
|
|
|
$
|
451,502
|
|
•
|
entered into its fourth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating
$1,200,000
. See Note 9 to the consolidated financial statements for further details;
|
•
|
closed on the acquisition of a
two
-property portfolio consisting of Shoppes at Hagerstown, a
113,200
square foot multi-tenant retail property located in Hagerstown, Maryland, for a gross purchase price of
$27,055
and Merrifield Town Center II, a
138,000
square foot property, consisting of
76,000
square feet of retail space and
62,000
square feet of storage space, located in Falls Church, Virginia, for a gross purchase price of
$45,676
;
|
•
|
closed on the disposition of The Gateway, a
623,200
square foot multi-tenant retail property located in Salt Lake City, Utah, through a lender-directed sale in full satisfaction of its mortgage obligation. Immediately prior to the disposition, the lender reduced the Company’s loan obligation to
$75,000
which was assumed by the buyer in connection with the disposition, resulting in an anticipated gain on extinguishment of debt of approximately
$13,653
and an anticipated gain on sale of approximately
$3,868
; and
|
•
|
closed on the disposition of Stateline Station, a
142,600
square foot multi-tenant retail property located in Kansas City, Missouri, for a sales price of
$17,500
with an anticipated gain on sale of approximately
$4,253
.
|
|
|
2015
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenues
|
|
$
|
148,920
|
|
|
$
|
150,955
|
|
|
$
|
150,888
|
|
|
$
|
153,197
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
3,535
|
|
|
$
|
78,329
|
|
|
$
|
30,684
|
|
|
$
|
13,076
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
|
$
|
644
|
|
|
$
|
75,967
|
|
|
$
|
28,321
|
|
|
$
|
10,714
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to common
shareholders – basic and diluted
|
|
$
|
—
|
|
|
$
|
0.32
|
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
236,477
|
|
|
236,439
|
|
|
236,354
|
|
|
236,250
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
236,479
|
|
|
236,553
|
|
|
236,356
|
|
|
236,253
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
2014
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenues
|
|
$
|
153,531
|
|
|
$
|
151,446
|
|
|
$
|
146,446
|
|
|
$
|
149,191
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
25,865
|
|
|
$
|
(26,736
|
)
|
|
$
|
30,043
|
|
|
$
|
14,128
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
$
|
23,502
|
|
|
$
|
(29,098
|
)
|
|
$
|
27,680
|
|
|
$
|
11,766
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share attributable to common
shareholders – basic and diluted
|
|
$
|
0.10
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.12
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
236,204
|
|
|
236,203
|
|
|
236,176
|
|
|
236,151
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
236,207
|
|
|
236,203
|
|
|
236,179
|
|
|
236,153
|
|
|
|
Balance at
beginning
of year
|
|
Charged to
costs and
expenses
|
|
Write-offs
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
7,497
|
|
|
3,069
|
|
|
(2,656
|
)
|
|
$
|
7,910
|
|
Tax valuation allowance
|
|
$
|
20,355
|
|
|
3,263
|
|
|
—
|
|
|
$
|
23,618
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
8,197
|
|
|
2,689
|
|
|
(3,389
|
)
|
|
$
|
7,497
|
|
Tax valuation allowance
|
|
$
|
18,631
|
|
|
1,724
|
|
|
—
|
|
|
$
|
20,355
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,452
|
|
|
4,600
|
|
|
(2,855
|
)
|
|
$
|
8,197
|
|
Tax valuation allowance
|
|
$
|
7,852
|
|
|
10,779
|
|
|
—
|
|
|
$
|
18,631
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
23rd Street Plaza
|
|
$
|
2,863
|
|
|
$
|
1,300
|
|
|
$
|
5,319
|
|
|
$
|
871
|
|
|
$
|
1,300
|
|
|
$
|
6,190
|
|
|
$
|
7,490
|
|
|
$
|
2,311
|
|
|
2003
|
|
12/04
|
Panama City, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
—
|
|
|
1,230
|
|
|
3,752
|
|
|
—
|
|
|
1,230
|
|
|
3,752
|
|
|
4,982
|
|
|
1,569
|
|
|
2004
|
|
07/04
|
||||||||
Houma, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
—
|
|
|
1,340
|
|
|
2,943
|
|
|
3
|
|
|
1,340
|
|
|
2,946
|
|
|
4,286
|
|
|
1,205
|
|
|
2004
|
|
07/04
|
||||||||
Midland, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
—
|
|
|
1,050
|
|
|
3,954
|
|
|
6
|
|
|
1,050
|
|
|
3,960
|
|
|
5,010
|
|
|
1,621
|
|
|
2004
|
|
07/04
|
||||||||
Port Arthur, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Academy Sports
|
|
—
|
|
|
3,215
|
|
|
3,963
|
|
|
—
|
|
|
3,215
|
|
|
3,963
|
|
|
7,178
|
|
|
1,586
|
|
|
2004
|
|
07/04
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Alison's Corner
|
|
—
|
|
|
1,045
|
|
|
5,700
|
|
|
394
|
|
|
1,045
|
|
|
6,094
|
|
|
7,139
|
|
|
2,494
|
|
|
2003
|
|
04/04
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ashland & Roosevelt
|
|
1,102
|
|
|
—
|
|
|
21,052
|
|
|
507
|
|
|
—
|
|
|
21,559
|
|
|
21,559
|
|
|
8,300
|
|
|
2002
|
|
05/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Avondale Plaza
|
|
—
|
|
|
4,573
|
|
|
9,497
|
|
|
31
|
|
|
4,573
|
|
|
9,528
|
|
|
14,101
|
|
|
405
|
|
|
2005
|
|
11/14
|
||||||||
Redmond, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square I
|
|
11,313
|
|
|
6,375
|
|
|
21,304
|
|
|
1,670
|
|
|
6,375
|
|
|
22,974
|
|
|
29,349
|
|
|
9,763
|
|
|
2004
|
|
10/04
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square III
|
|
—
|
|
|
3,280
|
|
|
10,348
|
|
|
63
|
|
|
3,280
|
|
|
10,411
|
|
|
13,691
|
|
|
3,147
|
|
|
2007
|
|
10/07
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beachway Plaza outparcel
|
|
—
|
|
|
318
|
|
|
—
|
|
|
341
|
|
|
318
|
|
|
341
|
|
|
659
|
|
|
28
|
|
|
n/a
|
|
05/06
|
||||||||
Bradenton, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
8,482
|
|
|
10,350
|
|
|
18,367
|
|
|
680
|
|
|
10,350
|
|
|
19,047
|
|
|
29,397
|
|
|
7,817
|
|
|
2004
|
|
10/04
|
||||||||
Miami, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
16,431
|
|
|
4,541
|
|
|
2000-2002
|
|
07/05
|
||||||||
Westbury, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Boulevard at The Capital Centre
|
|
—
|
|
|
—
|
|
|
114,703
|
|
|
(28,975
|
)
|
|
—
|
|
|
85,728
|
|
|
85,728
|
|
|
24,907
|
|
|
2004
|
|
09/04
|
||||||||
Largo, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Boulevard Plaza
|
|
2,230
|
|
|
4,170
|
|
|
12,038
|
|
|
3,510
|
|
|
4,170
|
|
|
15,548
|
|
|
19,718
|
|
|
6,022
|
|
|
1994
|
|
04/05
|
||||||||
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Brickyard
|
|
—
|
|
|
45,300
|
|
|
26,657
|
|
|
5,125
|
|
|
45,300
|
|
|
31,782
|
|
|
77,082
|
|
|
12,253
|
|
|
1977/2004
|
|
04/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Broadway Shopping Center
|
|
—
|
|
|
5,500
|
|
|
14,002
|
|
|
3,220
|
|
|
5,500
|
|
|
17,222
|
|
|
22,722
|
|
|
6,279
|
|
|
1960/1999-
|
|
09/05
|
||||||||
Bangor, ME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2000
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Brown's Lane
|
|
4,659
|
|
|
2,600
|
|
|
12,005
|
|
|
1,250
|
|
|
2,600
|
|
|
13,255
|
|
|
15,855
|
|
|
5,116
|
|
|
1985
|
|
04/05
|
Middletown, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cedar Park Town Center
|
|
—
|
|
|
23,923
|
|
|
13,829
|
|
|
129
|
|
|
23,923
|
|
|
13,958
|
|
|
37,881
|
|
|
562
|
|
|
2013
|
|
02/15
|
Cedar Park, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central Texas Marketplace
|
|
45,357
|
|
|
13,000
|
|
|
47,559
|
|
|
7,562
|
|
|
13,000
|
|
|
55,121
|
|
|
68,121
|
|
|
17,456
|
|
|
2004
|
|
12/06
|
Waco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Centre at Laurel
|
|
—
|
|
|
19,000
|
|
|
8,406
|
|
|
16,761
|
|
|
18,700
|
|
|
25,467
|
|
|
44,167
|
|
|
8,975
|
|
|
2005
|
|
02/06
|
Laurel, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Century III Plaza
|
|
—
|
|
|
7,100
|
|
|
33,212
|
|
|
1,833
|
|
|
7,100
|
|
|
35,045
|
|
|
42,145
|
|
|
13,467
|
|
|
1996
|
|
06/05
|
West Mifflin, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chantilly Crossing
|
|
—
|
|
|
8,500
|
|
|
16,060
|
|
|
2,290
|
|
|
8,500
|
|
|
18,350
|
|
|
26,850
|
|
|
6,939
|
|
|
2004
|
|
05/05
|
Chantilly, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cinemark Seven Bridges
|
|
4,659
|
|
|
3,450
|
|
|
11,728
|
|
|
15
|
|
|
3,450
|
|
|
11,743
|
|
|
15,193
|
|
|
4,412
|
|
|
2000
|
|
03/05
|
Woodridge, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clearlake Shores
|
|
—
|
|
|
1,775
|
|
|
7,026
|
|
|
1,180
|
|
|
1,775
|
|
|
8,206
|
|
|
9,981
|
|
|
3,166
|
|
|
2003-2004
|
|
04/05
|
Clear Lake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coal Creek Marketplace
|
|
—
|
|
|
5,023
|
|
|
12,382
|
|
|
—
|
|
|
5,023
|
|
|
12,382
|
|
|
17,405
|
|
|
170
|
|
|
1991
|
|
08/15
|
Newcastle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Colony Square
|
|
—
|
|
|
16,700
|
|
|
22,775
|
|
|
2,103
|
|
|
16,700
|
|
|
24,878
|
|
|
41,578
|
|
|
8,381
|
|
|
1997
|
|
05/06
|
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Columns
|
|
11,671
|
|
|
5,830
|
|
|
19,439
|
|
|
191
|
|
|
5,830
|
|
|
19,630
|
|
|
25,460
|
|
|
8,131
|
|
|
2004
|
|
8/04 &
|
Jackson, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/04
|
||||||||
Commons at Royal Palm
|
|
—
|
|
|
6,413
|
|
|
9,802
|
|
|
15
|
|
|
6,413
|
|
|
9,817
|
|
|
16,230
|
|
|
687
|
|
|
2001
|
|
06/14
|
Royal Palm Beach, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Commons at Temecula
|
|
25,606
|
|
|
12,000
|
|
|
35,887
|
|
|
1,567
|
|
|
12,000
|
|
|
37,454
|
|
|
49,454
|
|
|
14,617
|
|
|
1999
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coppell Town Center
|
|
10,589
|
|
|
2,919
|
|
|
13,281
|
|
|
57
|
|
|
2,919
|
|
|
13,338
|
|
|
16,257
|
|
|
1,209
|
|
|
1999
|
|
10/13
|
Coppell, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coram Plaza
|
|
13,183
|
|
|
10,200
|
|
|
26,178
|
|
|
3,031
|
|
|
10,200
|
|
|
29,209
|
|
|
39,409
|
|
|
11,681
|
|
|
2004
|
|
12/04
|
Coram, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corwest Plaza
|
|
14,213
|
|
|
6,900
|
|
|
23,851
|
|
|
(30
|
)
|
|
6,900
|
|
|
23,821
|
|
|
30,721
|
|
|
10,534
|
|
|
1999-2003
|
|
01/04
|
New Britain, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cottage Plaza
|
|
10,146
|
|
|
3,000
|
|
|
19,158
|
|
|
340
|
|
|
3,000
|
|
|
19,498
|
|
|
22,498
|
|
|
7,722
|
|
|
2004-2005
|
|
02/05
|
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Cranberry Square
|
|
10,408
|
|
|
3,000
|
|
|
18,736
|
|
|
1,303
|
|
|
3,000
|
|
|
20,039
|
|
|
23,039
|
|
|
8,255
|
|
|
1996-1997
|
|
07/04
|
Cranberry Township, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crown Theater
|
|
—
|
|
|
7,318
|
|
|
954
|
|
|
(60
|
)
|
|
7,258
|
|
|
954
|
|
|
8,212
|
|
|
665
|
|
|
2000
|
|
07/05
|
Hartford, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cuyahoga Falls Market Center
|
|
3,440
|
|
|
3,350
|
|
|
11,083
|
|
|
575
|
|
|
3,350
|
|
|
11,658
|
|
|
15,008
|
|
|
4,524
|
|
|
1998
|
|
04/05
|
Cuyahoga Falls, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
910
|
|
|
2,891
|
|
|
—
|
|
|
910
|
|
|
2,891
|
|
|
3,801
|
|
|
1,113
|
|
|
1999
|
|
06/05
|
Burleson, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy (Eckerd)
|
|
2,095
|
|
|
975
|
|
|
2,400
|
|
|
2
|
|
|
975
|
|
|
2,402
|
|
|
3,377
|
|
|
1,068
|
|
|
2003
|
|
12/03
|
Edmond, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
2,708
|
|
|
759
|
|
|
1999
|
|
05/05
|
Lawton, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
600
|
|
|
2,659
|
|
|
—
|
|
|
600
|
|
|
2,659
|
|
|
3,259
|
|
|
1,040
|
|
|
2004
|
|
05/05
|
Moore, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy (Eckerd)
|
|
3,309
|
|
|
932
|
|
|
4,370
|
|
|
—
|
|
|
932
|
|
|
4,370
|
|
|
5,302
|
|
|
1,959
|
|
|
2003
|
|
12/03
|
Norman, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
620
|
|
|
3,583
|
|
|
—
|
|
|
620
|
|
|
3,583
|
|
|
4,203
|
|
|
1,379
|
|
|
1999
|
|
06/05
|
Oklahoma City, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
1,100
|
|
|
3,254
|
|
|
—
|
|
|
1,100
|
|
|
3,254
|
|
|
4,354
|
|
|
1,282
|
|
|
2004
|
|
03/05
|
Saginaw, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
600
|
|
|
2,469
|
|
|
3
|
|
|
600
|
|
|
2,472
|
|
|
3,072
|
|
|
1,012
|
|
|
2004
|
|
10/04
|
Sylacauga, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cypress Mill Plaza
|
|
—
|
|
|
4,962
|
|
|
9,976
|
|
|
85
|
|
|
4,962
|
|
|
10,061
|
|
|
15,023
|
|
|
1,028
|
|
|
2004
|
|
10/13
|
Cypress, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Davis Towne Crossing
|
|
—
|
|
|
1,850
|
|
|
5,681
|
|
|
1,153
|
|
|
1,671
|
|
|
7,013
|
|
|
8,684
|
|
|
2,788
|
|
|
2003-2004
|
|
06/04
|
North Richland Hills, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denton Crossing
|
|
25,737
|
|
|
6,000
|
|
|
43,434
|
|
|
11,631
|
|
|
6,000
|
|
|
55,065
|
|
|
61,065
|
|
|
22,289
|
|
|
2003-2004
|
|
10/04
|
Denton, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dorman Center I & II
|
|
20,210
|
|
|
17,025
|
|
|
29,478
|
|
|
1,035
|
|
|
17,025
|
|
|
30,513
|
|
|
47,538
|
|
|
13,528
|
|
|
2003-2004
|
|
3/04 & 7/04
|
Spartanburg, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Downtown Crown
|
|
—
|
|
|
43,367
|
|
|
110,785
|
|
|
1,375
|
|
|
43,367
|
|
|
112,160
|
|
|
155,527
|
|
|
4,115
|
|
|
2014
|
|
01/15
|
Gaithersburg, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
East Stone Commons
|
|
—
|
|
|
2,900
|
|
|
28,714
|
|
|
(747
|
)
|
|
2,826
|
|
|
28,041
|
|
|
30,867
|
|
|
9,727
|
|
|
2005
|
|
06/06
|
Kingsport, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Eastwood Towne Center
|
|
—
|
|
|
12,000
|
|
|
65,067
|
|
|
3,797
|
|
|
12,000
|
|
|
68,864
|
|
|
80,864
|
|
|
28,315
|
|
|
2002
|
|
05/04
|
Lansing, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edgemont Town Center
|
|
6,138
|
|
|
3,500
|
|
|
10,956
|
|
|
405
|
|
|
3,500
|
|
|
11,361
|
|
|
14,861
|
|
|
4,591
|
|
|
2003
|
|
11/04
|
Homewood, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
8,977
|
|
|
—
|
|
|
35,421
|
|
|
—
|
|
|
—
|
|
|
35,421
|
|
|
35,421
|
|
|
13,853
|
|
|
1988
|
|
05/05
|
Fresno, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
12,979
|
|
|
11,800
|
|
|
33,098
|
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
44,898
|
|
|
12,944
|
|
|
1997
|
|
05/05
|
Ontario, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Evans Towne Centre
|
|
4,028
|
|
|
1,700
|
|
|
6,425
|
|
|
911
|
|
|
1,700
|
|
|
7,336
|
|
|
9,036
|
|
|
2,754
|
|
|
1995
|
|
12/04
|
Evans, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fairgrounds Plaza
|
|
—
|
|
|
4,800
|
|
|
13,490
|
|
|
4,354
|
|
|
5,431
|
|
|
17,213
|
|
|
22,644
|
|
|
6,695
|
|
|
2002-2004
|
|
01/05
|
Middletown, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Five Forks
|
|
—
|
|
|
2,540
|
|
|
6,393
|
|
|
458
|
|
|
2,540
|
|
|
6,851
|
|
|
9,391
|
|
|
2,725
|
|
|
1999/2004-
|
|
12/04 &
|
Simpsonville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
3/05
|
||||||||
Fordham Place
|
|
—
|
|
|
17,209
|
|
|
96,547
|
|
|
(218
|
)
|
|
17,209
|
|
|
96,329
|
|
|
113,538
|
|
|
7,549
|
|
|
Redev: 2009
|
|
11/13
|
Bronx, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forks Town Center
|
|
7,991
|
|
|
2,430
|
|
|
14,836
|
|
|
800
|
|
|
2,430
|
|
|
15,636
|
|
|
18,066
|
|
|
6,497
|
|
|
2002
|
|
07/04
|
Easton, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fort Evans Plaza II
|
|
—
|
|
|
16,118
|
|
|
44,880
|
|
|
—
|
|
|
16,118
|
|
|
44,880
|
|
|
60,998
|
|
|
1,780
|
|
|
2008
|
|
01/15
|
Leesburg, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fox Creek Village
|
|
8,525
|
|
|
3,755
|
|
|
15,563
|
|
|
(930
|
)
|
|
3,755
|
|
|
14,633
|
|
|
18,388
|
|
|
6,063
|
|
|
2003-2004
|
|
11/04
|
Longmont, CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fullerton Metrocenter
|
|
26,522
|
|
|
—
|
|
|
47,403
|
|
|
2,884
|
|
|
—
|
|
|
50,287
|
|
|
50,287
|
|
|
20,690
|
|
|
1988
|
|
06/04
|
Fullerton, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Galvez Shopping Center
|
|
—
|
|
|
1,250
|
|
|
4,947
|
|
|
378
|
|
|
1,250
|
|
|
5,325
|
|
|
6,575
|
|
|
2,051
|
|
|
2004
|
|
06/05
|
Galveston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gardiner Manor Mall
|
|
36,523
|
|
|
12,348
|
|
|
56,199
|
|
|
421
|
|
|
12,348
|
|
|
56,620
|
|
|
68,968
|
|
|
3,330
|
|
|
2000
|
|
06/14
|
Bay Shore, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Gateway
|
|
94,328
|
|
|
28,665
|
|
|
110,945
|
|
|
(62,566
|
)
|
|
18,163
|
|
|
58,881
|
|
|
77,044
|
|
|
4,469
|
|
|
2001-2003
|
|
05/05
|
Salt Lake City, UT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Pavilions
|
|
22,920
|
|
|
9,880
|
|
|
55,195
|
|
|
1,358
|
|
|
9,880
|
|
|
56,553
|
|
|
66,433
|
|
|
22,605
|
|
|
2003-2004
|
|
12/04
|
Avondale, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Plaza
|
|
—
|
|
|
—
|
|
|
26,371
|
|
|
3,693
|
|
|
—
|
|
|
30,064
|
|
|
30,064
|
|
|
12,204
|
|
|
2000
|
|
07/04
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Gateway Station
|
|
—
|
|
|
1,050
|
|
|
3,911
|
|
|
1,107
|
|
|
1,050
|
|
|
5,018
|
|
|
6,068
|
|
|
1,986
|
|
|
2003-2004
|
|
12/04
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station II & III
|
|
—
|
|
|
3,280
|
|
|
11,557
|
|
|
47
|
|
|
3,280
|
|
|
11,604
|
|
|
14,884
|
|
|
3,314
|
|
|
2006-2007
|
|
05/07
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Village
|
|
35,428
|
|
|
8,550
|
|
|
39,298
|
|
|
4,950
|
|
|
8,550
|
|
|
44,248
|
|
|
52,798
|
|
|
18,061
|
|
|
1996
|
|
07/04
|
Annapolis, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gerry Centennial Plaza
|
|
—
|
|
|
5,370
|
|
|
12,968
|
|
|
9,214
|
|
|
5,370
|
|
|
22,182
|
|
|
27,552
|
|
|
6,618
|
|
|
2006
|
|
06/07
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Governor's Marketplace
|
|
—
|
|
|
—
|
|
|
30,377
|
|
|
3,037
|
|
|
—
|
|
|
33,414
|
|
|
33,414
|
|
|
13,918
|
|
|
2001
|
|
08/04
|
Tallahassee, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grapevine Crossing
|
|
—
|
|
|
4,100
|
|
|
16,938
|
|
|
235
|
|
|
3,894
|
|
|
17,379
|
|
|
21,273
|
|
|
6,726
|
|
|
2001
|
|
04/05
|
Grapevine, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Green's Corner
|
|
5,017
|
|
|
3,200
|
|
|
8,663
|
|
|
262
|
|
|
3,200
|
|
|
8,925
|
|
|
12,125
|
|
|
3,594
|
|
|
1997
|
|
12/04
|
Cumming, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gurnee Town Center
|
|
14,286
|
|
|
7,000
|
|
|
35,147
|
|
|
4,644
|
|
|
7,000
|
|
|
39,791
|
|
|
46,791
|
|
|
15,793
|
|
|
2000
|
|
10/04
|
Gurnee, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Henry Town Center
|
|
—
|
|
|
10,650
|
|
|
46,814
|
|
|
6,873
|
|
|
10,650
|
|
|
53,687
|
|
|
64,337
|
|
|
19,826
|
|
|
2002
|
|
12/04
|
McDonough, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Square
|
|
—
|
|
|
6,377
|
|
|
11,385
|
|
|
1,271
|
|
|
6,377
|
|
|
12,656
|
|
|
19,033
|
|
|
852
|
|
|
1985
|
|
02/14
|
Issaquah, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Towne Crossing
|
|
7,904
|
|
|
3,065
|
|
|
10,729
|
|
|
1,442
|
|
|
3,065
|
|
|
12,171
|
|
|
15,236
|
|
|
5,226
|
|
|
2002
|
|
03/04
|
Euless, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hickory Ridge
|
|
18,242
|
|
|
6,860
|
|
|
33,323
|
|
|
612
|
|
|
6,860
|
|
|
33,935
|
|
|
40,795
|
|
|
13,819
|
|
|
1999
|
|
01/04
|
Hickory, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High Ridge Crossing
|
|
4,659
|
|
|
3,075
|
|
|
9,148
|
|
|
(204
|
)
|
|
3,075
|
|
|
8,944
|
|
|
12,019
|
|
|
3,554
|
|
|
2004
|
|
03/05
|
High Ridge, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holliday Towne Center
|
|
7,352
|
|
|
2,200
|
|
|
11,609
|
|
|
(333
|
)
|
|
2,200
|
|
|
11,276
|
|
|
13,476
|
|
|
4,589
|
|
|
2003
|
|
02/05
|
Duncansville, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Center
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
16,758
|
|
|
6,451
|
|
|
1996
|
|
06/05
|
Pittsburgh, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Plaza
|
|
10,682
|
|
|
9,700
|
|
|
17,137
|
|
|
1,666
|
|
|
9,700
|
|
|
18,803
|
|
|
28,503
|
|
|
7,047
|
|
|
1992
|
|
06/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
HQ Building
|
|
—
|
|
|
5,200
|
|
|
10,010
|
|
|
4,209
|
|
|
5,200
|
|
|
14,219
|
|
|
19,419
|
|
|
5,218
|
|
|
Redev: 2004
|
|
12/05
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Huebner Oaks Center
|
|
—
|
|
|
18,087
|
|
|
64,731
|
|
|
153
|
|
|
18,087
|
|
|
64,884
|
|
|
82,971
|
|
|
3,766
|
|
|
1996
|
|
06/14
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Humblewood Shopping Center
|
|
—
|
|
|
2,200
|
|
|
12,823
|
|
|
1,042
|
|
|
2,200
|
|
|
13,865
|
|
|
16,065
|
|
|
4,800
|
|
|
Renov: 2005
|
|
11/05
|
Humble, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Irmo Station
|
|
4,750
|
|
|
2,600
|
|
|
9,247
|
|
|
1,219
|
|
|
2,579
|
|
|
10,487
|
|
|
13,066
|
|
|
4,045
|
|
|
1980 & 1985
|
|
12/04
|
Irmo, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jefferson Commons
|
|
—
|
|
|
23,097
|
|
|
52,762
|
|
|
1,432
|
|
|
23,097
|
|
|
54,194
|
|
|
77,291
|
|
|
15,596
|
|
|
2005
|
|
02/08
|
Newport News, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
John's Creek Village
|
|
—
|
|
|
14,446
|
|
|
23,932
|
|
|
90
|
|
|
14,446
|
|
|
24,022
|
|
|
38,468
|
|
|
1,566
|
|
|
2004
|
|
06/14
|
John's Creek, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
King Philip's Crossing
|
|
—
|
|
|
3,710
|
|
|
19,144
|
|
|
(150
|
)
|
|
3,710
|
|
|
18,994
|
|
|
22,704
|
|
|
7,053
|
|
|
2005
|
|
11/05
|
Seekonk, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
La Plaza Del Norte
|
|
—
|
|
|
16,005
|
|
|
37,744
|
|
|
3,928
|
|
|
16,005
|
|
|
41,672
|
|
|
57,677
|
|
|
17,323
|
|
|
1996/1999
|
|
01/04
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Mary Pointe
|
|
1,536
|
|
|
2,075
|
|
|
4,009
|
|
|
101
|
|
|
2,065
|
|
|
4,120
|
|
|
6,185
|
|
|
1,685
|
|
|
1999
|
|
10/04
|
Lake Mary, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Worth Towne Crossing (a)
|
|
—
|
|
|
6,600
|
|
|
30,910
|
|
|
7,802
|
|
|
6,600
|
|
|
38,712
|
|
|
45,312
|
|
|
12,245
|
|
|
2005
|
|
06/06
|
Lake Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakepointe Towne Center
|
|
—
|
|
|
4,750
|
|
|
23,904
|
|
|
2,718
|
|
|
4,750
|
|
|
26,622
|
|
|
31,372
|
|
|
9,979
|
|
|
2004
|
|
05/05
|
Lewisville, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakewood Towne Center
|
|
—
|
|
|
12,555
|
|
|
74,612
|
|
|
(14,100
|
)
|
|
12,555
|
|
|
60,512
|
|
|
73,067
|
|
|
24,647
|
|
|
1998/2002-
|
|
06/04
|
Lakewood, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
||||||||
Lincoln Park
|
|
25,896
|
|
|
38,329
|
|
|
17,772
|
|
|
327
|
|
|
38,329
|
|
|
18,099
|
|
|
56,428
|
|
|
1,106
|
|
|
1997
|
|
06/14
|
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lincoln Plaza
|
|
—
|
|
|
13,000
|
|
|
46,482
|
|
|
22,731
|
|
|
13,110
|
|
|
69,103
|
|
|
82,213
|
|
|
24,947
|
|
|
2001-2004
|
|
09/05
|
Worcester, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Low Country Village I & II
|
|
—
|
|
|
2,910
|
|
|
16,614
|
|
|
(277
|
)
|
|
2,486
|
|
|
16,761
|
|
|
19,247
|
|
|
6,905
|
|
|
2004 & 2005
|
|
06/04 &
|
Bluffton, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Lowe's/Bed, Bath & Beyond
|
|
—
|
|
|
7,423
|
|
|
799
|
|
|
(8
|
)
|
|
7,415
|
|
|
799
|
|
|
8,214
|
|
|
550
|
|
|
2005
|
|
08/05
|
Butler, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
MacArthur Crossing
|
|
6,629
|
|
|
4,710
|
|
|
16,265
|
|
|
1,875
|
|
|
4,710
|
|
|
18,140
|
|
|
22,850
|
|
|
7,830
|
|
|
1995-1996
|
|
02/04
|
Los Colinas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Magnolia Square
|
|
6,000
|
|
|
2,635
|
|
|
15,040
|
|
|
(767
|
)
|
|
2,635
|
|
|
14,273
|
|
|
16,908
|
|
|
5,779
|
|
|
2004
|
|
02/05
|
Houma, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Manchester Meadows
|
|
—
|
|
|
14,700
|
|
|
39,738
|
|
|
2,852
|
|
|
14,700
|
|
|
42,590
|
|
|
57,290
|
|
|
16,870
|
|
|
1994-1995
|
|
08/04
|
Town and Country, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mansfield Towne Crossing
|
|
—
|
|
|
3,300
|
|
|
12,195
|
|
|
3,625
|
|
|
3,300
|
|
|
15,820
|
|
|
19,120
|
|
|
6,408
|
|
|
2003-2004
|
|
11/04
|
Mansfield, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Maple Tree Place
|
|
—
|
|
|
28,000
|
|
|
67,361
|
|
|
4,950
|
|
|
28,000
|
|
|
72,311
|
|
|
100,311
|
|
|
28,245
|
|
|
2004-2005
|
|
05/05
|
Williston, VT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrifield Town Center
|
|
—
|
|
|
18,678
|
|
|
36,496
|
|
|
18
|
|
|
18,678
|
|
|
36,514
|
|
|
55,192
|
|
|
1,297
|
|
|
2008
|
|
01/15
|
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mid-Hudson Center
|
|
—
|
|
|
9,900
|
|
|
29,160
|
|
|
60
|
|
|
9,900
|
|
|
29,220
|
|
|
39,120
|
|
|
11,149
|
|
|
2000
|
|
07/05
|
Poughkeepsie, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mitchell Ranch Plaza
|
|
—
|
|
|
5,550
|
|
|
26,213
|
|
|
795
|
|
|
5,550
|
|
|
27,008
|
|
|
32,558
|
|
|
11,111
|
|
|
2003
|
|
08/04
|
New Port Richey, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New Forest Crossing
|
|
—
|
|
|
4,390
|
|
|
11,313
|
|
|
(6
|
)
|
|
4,390
|
|
|
11,307
|
|
|
15,697
|
|
|
1,100
|
|
|
2003
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Newnan Crossing I & II
|
|
—
|
|
|
15,100
|
|
|
33,987
|
|
|
5,911
|
|
|
15,100
|
|
|
39,898
|
|
|
54,998
|
|
|
16,422
|
|
|
1999 &
|
|
12/03 &
|
Newnan, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
02/04
|
||||||||
Newton Crossroads
|
|
3,533
|
|
|
3,350
|
|
|
6,927
|
|
|
306
|
|
|
3,350
|
|
|
7,233
|
|
|
10,583
|
|
|
2,816
|
|
|
1997
|
|
12/04
|
Covington, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Rivers Towne Center
|
|
9,516
|
|
|
3,350
|
|
|
15,720
|
|
|
323
|
|
|
3,350
|
|
|
16,043
|
|
|
19,393
|
|
|
6,848
|
|
|
2003-2004
|
|
04/04
|
Charleston, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northgate North
|
|
26,645
|
|
|
7,540
|
|
|
49,078
|
|
|
(14,640
|
)
|
|
7,540
|
|
|
34,438
|
|
|
41,978
|
|
|
14,920
|
|
|
1999-2003
|
|
06/04
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northpointe Plaza
|
|
22,016
|
|
|
13,800
|
|
|
37,707
|
|
|
4,667
|
|
|
13,800
|
|
|
42,374
|
|
|
56,174
|
|
|
17,531
|
|
|
1991-1993
|
|
05/04
|
Spokane, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northwood Crossing
|
|
—
|
|
|
3,770
|
|
|
13,658
|
|
|
1,191
|
|
|
3,770
|
|
|
14,849
|
|
|
18,619
|
|
|
5,361
|
|
|
1979/2004
|
|
01/06
|
Northport, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northwoods Center
|
|
8,035
|
|
|
3,415
|
|
|
9,475
|
|
|
6,659
|
|
|
3,415
|
|
|
16,134
|
|
|
19,549
|
|
|
6,360
|
|
|
2002-2004
|
|
12/04
|
Wesley Chapel, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Orange Plaza (Golfland Plaza)
|
|
—
|
|
|
4,350
|
|
|
4,834
|
|
|
2,362
|
|
|
4,350
|
|
|
7,196
|
|
|
11,546
|
|
|
2,539
|
|
|
1995
|
|
05/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Orchard
|
|
—
|
|
|
3,200
|
|
|
17,151
|
|
|
225
|
|
|
3,200
|
|
|
17,376
|
|
|
20,576
|
|
|
6,526
|
|
|
2004-2005
|
|
07/05 &
|
New Hartford, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/05
|
||||||||
Oswego Commons
|
|
21,000
|
|
|
6,454
|
|
|
16,004
|
|
|
502
|
|
|
6,454
|
|
|
16,506
|
|
|
22,960
|
|
|
1,168
|
|
|
2002-2004
|
|
06/14
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Pacheco Pass Phase I & II
|
|
—
|
|
|
13,420
|
|
|
32,784
|
|
|
406
|
|
|
13,400
|
|
|
33,210
|
|
|
46,610
|
|
|
11,454
|
|
|
2004 & 2006
|
|
07/05 &
|
Gilroy, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
06/07
|
||||||||
Page Field Commons
|
|
—
|
|
|
—
|
|
|
43,355
|
|
|
1,147
|
|
|
—
|
|
|
44,502
|
|
|
44,502
|
|
|
16,519
|
|
|
1999
|
|
05/05
|
Fort Myers, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paradise Valley Marketplace
|
|
8,707
|
|
|
6,590
|
|
|
20,425
|
|
|
785
|
|
|
6,590
|
|
|
21,210
|
|
|
27,800
|
|
|
9,117
|
|
|
2002
|
|
04/04
|
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Parkway Towne Crossing
|
|
—
|
|
|
6,142
|
|
|
20,423
|
|
|
6,561
|
|
|
6,142
|
|
|
26,984
|
|
|
33,126
|
|
|
9,427
|
|
|
2010
|
|
08/06
|
Frisco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pavilion at Kings Grant I & II
|
|
—
|
|
|
10,274
|
|
|
12,392
|
|
|
12,144
|
|
|
10,274
|
|
|
24,536
|
|
|
34,810
|
|
|
8,451
|
|
|
2002-2003
|
|
12/03 &
|
Concord, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
06/06
|
||||||||
Pelham Manor Shopping Plaza
|
|
—
|
|
|
—
|
|
|
67,870
|
|
|
66
|
|
|
—
|
|
|
67,936
|
|
|
67,936
|
|
|
5,894
|
|
|
2008
|
|
11/13
|
Pelham Manor, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Peoria Crossings I & II
|
|
24,073
|
|
|
6,995
|
|
|
32,816
|
|
|
3,886
|
|
|
8,495
|
|
|
35,202
|
|
|
43,697
|
|
|
14,925
|
|
|
2002-2003
|
|
03/04 &
|
Peoria, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
05/05
|
||||||||
Phenix Crossing
|
|
3,937
|
|
|
2,600
|
|
|
6,776
|
|
|
321
|
|
|
2,600
|
|
|
7,097
|
|
|
9,697
|
|
|
2,889
|
|
|
2004
|
|
12/04
|
Phenix City, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Placentia Town Center
|
|
10,507
|
|
|
11,200
|
|
|
11,751
|
|
|
2,080
|
|
|
11,200
|
|
|
13,831
|
|
|
25,031
|
|
|
5,269
|
|
|
1973/2000
|
|
12/04
|
Placentia, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza at Marysville
|
|
8,766
|
|
|
6,600
|
|
|
13,728
|
|
|
862
|
|
|
6,600
|
|
|
14,590
|
|
|
21,190
|
|
|
5,948
|
|
|
1995
|
|
07/04
|
Marysville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza Santa Fe II
|
|
—
|
|
|
—
|
|
|
28,588
|
|
|
3,237
|
|
|
—
|
|
|
31,825
|
|
|
31,825
|
|
|
13,449
|
|
|
2000-2002
|
|
06/04
|
Santa Fe, NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pleasant Run
|
|
12,975
|
|
|
4,200
|
|
|
29,085
|
|
|
3,610
|
|
|
4,200
|
|
|
32,695
|
|
|
36,895
|
|
|
12,803
|
|
|
2004
|
|
12/04
|
Cedar Hill, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quakertown
|
|
—
|
|
|
2,400
|
|
|
9,246
|
|
|
25
|
|
|
2,400
|
|
|
9,271
|
|
|
11,671
|
|
|
3,509
|
|
|
2004-2005
|
|
09/05
|
Quakertown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Red Bug Village
|
|
—
|
|
|
1,790
|
|
|
6,178
|
|
|
219
|
|
|
1,790
|
|
|
6,397
|
|
|
8,187
|
|
|
2,459
|
|
|
2004
|
|
12/05
|
Winter Springs, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reisterstown Road Plaza
|
|
46,169
|
|
|
15,800
|
|
|
70,372
|
|
|
14,642
|
|
|
15,791
|
|
|
85,023
|
|
|
100,814
|
|
|
33,975
|
|
|
1986/2004
|
|
08/04
|
Baltimore, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Sheridan Dr.
|
|
—
|
|
|
2,000
|
|
|
2,722
|
|
|
—
|
|
|
2,000
|
|
|
2,722
|
|
|
4,722
|
|
|
1,014
|
|
|
1999
|
|
11/05
|
Amherst, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Transit Rd.
|
|
—
|
|
|
2,500
|
|
|
2,764
|
|
|
2
|
|
|
2,500
|
|
|
2,766
|
|
|
5,266
|
|
|
1,031
|
|
|
2003
|
|
11/05
|
Amherst, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Rite Aid Store (Eckerd), E. Main St.
|
|
—
|
|
|
1,860
|
|
|
2,786
|
|
|
19
|
|
|
1,860
|
|
|
2,805
|
|
|
4,665
|
|
|
1,042
|
|
|
2004
|
|
11/05
|
Batavia, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), W. Main St.
|
|
—
|
|
|
1,510
|
|
|
2,627
|
|
|
—
|
|
|
1,510
|
|
|
2,627
|
|
|
4,137
|
|
|
979
|
|
|
2001
|
|
11/05
|
Batavia, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Ferry St.
|
|
—
|
|
|
900
|
|
|
2,677
|
|
|
—
|
|
|
900
|
|
|
2,677
|
|
|
3,577
|
|
|
998
|
|
|
2000
|
|
11/05
|
Buffalo, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Main St.
|
|
—
|
|
|
1,340
|
|
|
2,192
|
|
|
—
|
|
|
1,340
|
|
|
2,192
|
|
|
3,532
|
|
|
817
|
|
|
1998
|
|
11/05
|
Buffalo, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
1,968
|
|
|
2,575
|
|
|
1
|
|
|
1,968
|
|
|
2,576
|
|
|
4,544
|
|
|
960
|
|
|
2004
|
|
11/05
|
Canandaigua, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
750
|
|
|
2,042
|
|
|
—
|
|
|
750
|
|
|
2,042
|
|
|
2,792
|
|
|
786
|
|
|
1999
|
|
06/05
|
Chattanooga, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
2,080
|
|
|
1,393
|
|
|
—
|
|
|
2,080
|
|
|
1,393
|
|
|
3,473
|
|
|
519
|
|
|
1999
|
|
11/05
|
Cheektowaga, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
2,903
|
|
|
3,000
|
|
|
3,955
|
|
|
22
|
|
|
3,000
|
|
|
3,977
|
|
|
6,977
|
|
|
1,548
|
|
|
2005
|
|
05/05
|
Colesville, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,557
|
|
|
900
|
|
|
2,377
|
|
|
—
|
|
|
900
|
|
|
2,377
|
|
|
3,277
|
|
|
1,036
|
|
|
2003-2004
|
|
06/04
|
Columbia, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,241
|
|
|
600
|
|
|
2,033
|
|
|
1
|
|
|
600
|
|
|
2,034
|
|
|
2,634
|
|
|
863
|
|
|
2003-2004
|
|
06/04
|
Crossville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
900
|
|
|
2,475
|
|
|
—
|
|
|
900
|
|
|
2,475
|
|
|
3,375
|
|
|
917
|
|
|
1999
|
|
11/05
|
Grand Island, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
470
|
|
|
2,657
|
|
|
—
|
|
|
470
|
|
|
2,657
|
|
|
3,127
|
|
|
990
|
|
|
1998
|
|
11/05
|
Greece, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,495
|
|
|
1,050
|
|
|
2,047
|
|
|
1
|
|
|
1,050
|
|
|
2,048
|
|
|
3,098
|
|
|
869
|
|
|
2003-2004
|
|
06/04
|
Greer, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
2,060
|
|
|
1,873
|
|
|
—
|
|
|
2,060
|
|
|
1,873
|
|
|
3,933
|
|
|
698
|
|
|
2002
|
|
11/05
|
Hudson, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
1,940
|
|
|
2,736
|
|
|
(27
|
)
|
|
1,913
|
|
|
2,736
|
|
|
4,649
|
|
|
1,020
|
|
|
2002
|
|
11/05
|
Irondequoit, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,778
|
|
|
700
|
|
|
2,960
|
|
|
1
|
|
|
700
|
|
|
2,961
|
|
|
3,661
|
|
|
1,257
|
|
|
2003-2004
|
|
06/04
|
Kill Devil Hills, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
1,710
|
|
|
1,207
|
|
|
—
|
|
|
1,710
|
|
|
1,207
|
|
|
2,917
|
|
|
450
|
|
|
1999
|
|
11/05
|
Lancaster, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
1,650
|
|
|
2,788
|
|
|
—
|
|
|
1,650
|
|
|
2,788
|
|
|
4,438
|
|
|
1,039
|
|
|
2002
|
|
11/05
|
Lockport, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
820
|
|
|
1,935
|
|
|
—
|
|
|
820
|
|
|
1,935
|
|
|
2,755
|
|
|
721
|
|
|
2000
|
|
11/05
|
North Chili, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
1,190
|
|
|
2,809
|
|
|
—
|
|
|
1,190
|
|
|
2,809
|
|
|
3,999
|
|
|
1,047
|
|
|
1999
|
|
11/05
|
Olean, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Culver Rd.
|
|
—
|
|
|
1,590
|
|
|
2,279
|
|
|
—
|
|
|
1,590
|
|
|
2,279
|
|
|
3,869
|
|
|
849
|
|
|
2001
|
|
11/05
|
Rochester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Lake Ave.
|
|
—
|
|
|
2,220
|
|
|
3,025
|
|
|
2
|
|
|
2,220
|
|
|
3,027
|
|
|
5,247
|
|
|
1,128
|
|
|
2001
|
|
11/05
|
Rochester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
800
|
|
|
3,075
|
|
|
—
|
|
|
800
|
|
|
3,075
|
|
|
3,875
|
|
|
1,146
|
|
|
2000
|
|
11/05
|
Tonawanda, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Harlem Rd.
|
|
—
|
|
|
2,830
|
|
|
1,683
|
|
|
—
|
|
|
2,830
|
|
|
1,683
|
|
|
4,513
|
|
|
627
|
|
|
2003
|
|
11/05
|
West Seneca, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Union Rd.
|
|
—
|
|
|
1,610
|
|
|
2,300
|
|
|
—
|
|
|
1,610
|
|
|
2,300
|
|
|
3,910
|
|
|
857
|
|
|
2000
|
|
11/05
|
West Seneca, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
810
|
|
|
1,434
|
|
|
—
|
|
|
810
|
|
|
1,434
|
|
|
2,244
|
|
|
534
|
|
|
1997
|
|
11/05
|
Yorkshire, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rivery Town Crossing
|
|
—
|
|
|
2,900
|
|
|
6,814
|
|
|
376
|
|
|
2,900
|
|
|
7,190
|
|
|
10,090
|
|
|
2,486
|
|
|
2005
|
|
10/06
|
Georgetown, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Royal Oaks Village II (a)
|
|
—
|
|
|
3,450
|
|
|
16,955
|
|
|
262
|
|
|
3,450
|
|
|
17,217
|
|
|
20,667
|
|
|
4,391
|
|
|
2004-2005
|
|
11/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Saucon Valley Square
|
|
8,071
|
|
|
3,200
|
|
|
12,642
|
|
|
(155
|
)
|
|
3,200
|
|
|
12,487
|
|
|
15,687
|
|
|
4,702
|
|
|
1999
|
|
09/04
|
Bethlehem, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sawyer Heights Village
|
|
18,851
|
|
|
24,214
|
|
|
15,797
|
|
|
452
|
|
|
24,214
|
|
|
16,249
|
|
|
40,463
|
|
|
1,492
|
|
|
2007
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Park West
|
|
5,020
|
|
|
2,240
|
|
|
9,357
|
|
|
25
|
|
|
2,240
|
|
|
9,382
|
|
|
11,622
|
|
|
3,854
|
|
|
2004
|
|
11/04
|
Mt. Pleasant, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Quarterfield
|
|
—
|
|
|
2,190
|
|
|
8,840
|
|
|
135
|
|
|
2,190
|
|
|
8,975
|
|
|
11,165
|
|
|
3,899
|
|
|
1999
|
|
01/04
|
Severn, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of New Hope
|
|
3,441
|
|
|
1,350
|
|
|
11,045
|
|
|
5
|
|
|
1,350
|
|
|
11,050
|
|
|
12,400
|
|
|
4,636
|
|
|
2004
|
|
07/04
|
Dallas, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of Prominence Point I&II
|
|
—
|
|
|
3,650
|
|
|
12,652
|
|
|
160
|
|
|
3,650
|
|
|
12,812
|
|
|
16,462
|
|
|
5,399
|
|
|
2004 & 2005
|
|
06/04 &
|
Canton, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Shops at Forest Commons
|
|
—
|
|
|
1,050
|
|
|
6,133
|
|
|
261
|
|
|
1,050
|
|
|
6,394
|
|
|
7,444
|
|
|
2,539
|
|
|
2002
|
|
12/04
|
Round Rock, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shops at Legacy
|
|
—
|
|
|
8,800
|
|
|
108,940
|
|
|
14,057
|
|
|
8,800
|
|
|
122,997
|
|
|
131,797
|
|
|
38,554
|
|
|
2002
|
|
06/07
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at Park Place
|
|
7,616
|
|
|
9,096
|
|
|
13,175
|
|
|
625
|
|
|
9,096
|
|
|
13,800
|
|
|
22,896
|
|
|
6,427
|
|
|
2001
|
|
10/03
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Corners
|
|
21,118
|
|
|
6,612
|
|
|
23,605
|
|
|
85
|
|
|
6,612
|
|
|
23,690
|
|
|
30,302
|
|
|
2,101
|
|
|
2004
|
|
10/13
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Town Square I - VII (a)
|
|
138,623
|
|
|
41,490
|
|
|
201,028
|
|
|
23,610
|
|
|
41,490
|
|
|
224,638
|
|
|
266,128
|
|
|
75,937
|
|
|
1998-2007
|
|
12/04, 5/07,
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/08 & 3/09
|
||||||||
Stateline Station
|
|
—
|
|
|
6,500
|
|
|
23,780
|
|
|
(14,003
|
)
|
|
3,829
|
|
|
12,448
|
|
|
16,277
|
|
|
3,682
|
|
|
2003-2004
|
|
03/05
|
Kansas City, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stilesboro Oaks
|
|
4,801
|
|
|
2,200
|
|
|
9,426
|
|
|
431
|
|
|
2,200
|
|
|
9,857
|
|
|
12,057
|
|
|
3,834
|
|
|
1997
|
|
12/04
|
Acworth, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stonebridge Plaza
|
|
—
|
|
|
1,000
|
|
|
5,783
|
|
|
315
|
|
|
1,000
|
|
|
6,098
|
|
|
7,098
|
|
|
2,345
|
|
|
1997
|
|
08/05
|
McKinney, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek I
|
|
8,079
|
|
|
6,735
|
|
|
17,564
|
|
|
1,536
|
|
|
6,735
|
|
|
19,100
|
|
|
25,835
|
|
|
8,370
|
|
|
2003
|
|
12/03
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek II
|
|
—
|
|
|
1,900
|
|
|
5,106
|
|
|
79
|
|
|
1,900
|
|
|
5,185
|
|
|
7,085
|
|
|
1,919
|
|
|
2005
|
|
11/05
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Streets of Yorktown
|
|
—
|
|
|
3,440
|
|
|
22,111
|
|
|
2,881
|
|
|
3,440
|
|
|
24,992
|
|
|
28,432
|
|
|
9,099
|
|
|
2005
|
|
12/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Target South Center
|
|
—
|
|
|
2,300
|
|
|
8,760
|
|
|
660
|
|
|
2,300
|
|
|
9,420
|
|
|
11,720
|
|
|
3,606
|
|
|
1999
|
|
11/05
|
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tim Horton Donut Shop
|
|
—
|
|
|
212
|
|
|
30
|
|
|
—
|
|
|
212
|
|
|
30
|
|
|
242
|
|
|
21
|
|
|
2004
|
|
11/05
|
Canandaigua, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tollgate Marketplace
|
|
34,920
|
|
|
8,700
|
|
|
61,247
|
|
|
6,062
|
|
|
8,700
|
|
|
67,309
|
|
|
76,009
|
|
|
26,559
|
|
|
1979/1994
|
|
07/04
|
Bel Air, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Town Square Plaza
|
|
16,750
|
|
|
9,700
|
|
|
18,264
|
|
|
1,667
|
|
|
9,700
|
|
|
19,931
|
|
|
29,631
|
|
|
7,267
|
|
|
2004
|
|
12/05
|
Pottstown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Towson Circle
|
|
—
|
|
|
9,050
|
|
|
17,840
|
|
|
(788
|
)
|
|
6,874
|
|
|
19,228
|
|
|
26,102
|
|
|
7,773
|
|
|
1998
|
|
07/04
|
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Towson Square
|
|
—
|
|
|
13,757
|
|
|
21,958
|
|
|
—
|
|
|
13,757
|
|
|
21,958
|
|
|
35,715
|
|
|
140
|
|
|
2014
|
|
11/15
|
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Tysons Corner
|
|
—
|
|
|
22,525
|
|
|
7,184
|
|
|
—
|
|
|
22,525
|
|
|
7,184
|
|
|
29,709
|
|
|
170
|
|
|
1980
|
|
05/15
|
Vienna, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renov:2004,
2012/2013 |
|
|
||||||||
University Town Center
|
|
4,206
|
|
|
—
|
|
|
9,557
|
|
|
144
|
|
|
—
|
|
|
9,701
|
|
|
9,701
|
|
|
3,973
|
|
|
2002
|
|
11/04
|
Tuscaloosa, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Vail Ranch Plaza
|
|
—
|
|
|
6,200
|
|
|
16,275
|
|
|
174
|
|
|
6,200
|
|
|
16,449
|
|
|
22,649
|
|
|
6,414
|
|
|
2004-2005
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Gainesville
|
|
19,651
|
|
|
4,450
|
|
|
36,592
|
|
|
1,281
|
|
|
4,450
|
|
|
37,873
|
|
|
42,323
|
|
|
14,281
|
|
|
2004
|
|
09/05
|
Gainesville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Simonton
|
|
3,176
|
|
|
2,200
|
|
|
10,874
|
|
|
10
|
|
|
2,200
|
|
|
10,884
|
|
|
13,084
|
|
|
4,528
|
|
|
2004
|
|
08/04
|
Lawrenceville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Walgreens
|
|
—
|
|
|
450
|
|
|
5,074
|
|
|
—
|
|
|
450
|
|
|
5,074
|
|
|
5,524
|
|
|
1,909
|
|
|
2000
|
|
04/05
|
Northwoods, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Walter's Crossing
|
|
—
|
|
|
14,500
|
|
|
16,914
|
|
|
539
|
|
|
14,500
|
|
|
17,453
|
|
|
31,953
|
|
|
6,111
|
|
|
2005
|
|
07/06
|
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Watauga Pavilion
|
|
—
|
|
|
5,185
|
|
|
27,504
|
|
|
130
|
|
|
5,185
|
|
|
27,634
|
|
|
32,819
|
|
|
11,882
|
|
|
2003-2004
|
|
05/04
|
Watauga, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
West Town Market
|
|
—
|
|
|
1,170
|
|
|
10,488
|
|
|
177
|
|
|
1,170
|
|
|
10,665
|
|
|
11,835
|
|
|
4,096
|
|
|
2004
|
|
06/05
|
Fort Mill, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wilton Square
|
|
—
|
|
|
8,200
|
|
|
35,538
|
|
|
251
|
|
|
8,200
|
|
|
35,789
|
|
|
43,989
|
|
|
13,620
|
|
|
2000
|
|
07/05
|
Saratoga Springs, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Winchester Commons
|
|
5,376
|
|
|
4,400
|
|
|
7,471
|
|
|
448
|
|
|
4,400
|
|
|
7,919
|
|
|
12,319
|
|
|
3,109
|
|
|
1999
|
|
11/04
|
Memphis, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Woodinville Plaza
|
|
—
|
|
|
16,073
|
|
|
20,933
|
|
|
17
|
|
|
16,073
|
|
|
20,950
|
|
|
37,023
|
|
|
507
|
|
|
1981
|
|
06/15
|
Woodinville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Zurich Towers
|
|
—
|
|
|
7,900
|
|
|
137,096
|
|
|
13
|
|
|
7,900
|
|
|
137,109
|
|
|
145,009
|
|
|
53,529
|
|
|
1986 & 1990
|
|
11/04
|
Schaumburg, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Operating Properties
|
|
1,123,136
|
|
|
1,268,577
|
|
|
4,237,385
|
|
|
176,723
|
|
|
1,254,131
|
|
|
4,428,554
|
|
|
5,682,685
|
|
|
1,433,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Development Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
South Billings Center (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||
Billings, MT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Development Property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Developments in Progress
|
|
—
|
|
|
5,009
|
|
|
148
|
|
|
—
|
|
|
5,009
|
|
|
148
|
|
|
5,157
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Investment Properties
|
|
$
|
1,123,136
|
|
|
$
|
1,273,586
|
|
|
$
|
4,237,533
|
|
|
$
|
176,723
|
|
|
$
|
1,259,140
|
|
|
$
|
4,428,702
|
|
|
$
|
5,687,842
|
|
|
$
|
1,433,195
|
|
|
|
|
|
(a)
|
The Company acquired a parcel at this property during 2015.
|
(b)
|
The cost basis associated with this property is included in Developments in Progress.
|
(A)
|
The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
|
(B)
|
The aggregate cost of real estate owned as of
December 31, 2015
for U.S. federal income tax purposes was approximately
$5,745,906
.
|
(C)
|
Adjustments to basis include payments received under master lease agreements as well as additional tangible costs associated with the investment properties, including any earnout of tenant space.
|
(D)
|
Reconciliation of real estate owned:
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance as of January 1,
|
|
$
|
5,680,376
|
|
|
$
|
5,804,518
|
|
|
$
|
5,962,878
|
|
Purchase of investment property
|
|
508,924
|
|
|
397,993
|
|
|
339,955
|
|
|||
Sale of investment property
|
|
(498,833
|
)
|
|
(338,938
|
)
|
|
(341,750
|
)
|
|||
Property held for sale
|
|
—
|
|
|
(36,914
|
)
|
|
(10,995
|
)
|
|||
Provision for asset impairment
|
|
(4,786
|
)
|
|
(159,447
|
)
|
|
(150,373
|
)
|
|||
Acquired lease intangible assets
|
|
(15,311
|
)
|
|
5,579
|
|
|
(11,331
|
)
|
|||
Acquired lease intangible liabilities
|
|
17,472
|
|
|
7,585
|
|
|
16,134
|
|
|||
Balance as of December 31,
|
|
$
|
5,687,842
|
|
|
$
|
5,680,376
|
|
|
$
|
5,804,518
|
|
(E)
|
Reconciliation of accumulated depreciation:
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance as of January 1,
|
|
$
|
1,365,471
|
|
|
$
|
1,330,474
|
|
|
$
|
1,275,787
|
|
Depreciation expense
|
|
183,639
|
|
|
183,142
|
|
|
197,725
|
|
|||
Sale of investment property
|
|
(111,346
|
)
|
|
(63,460
|
)
|
|
(62,009
|
)
|
|||
Property held for sale
|
|
—
|
|
|
(5,358
|
)
|
|
(2,206
|
)
|
|||
Provision for asset impairment
|
|
(2,497
|
)
|
|
(77,390
|
)
|
|
(56,969
|
)
|
|||
Write-offs due to early lease termination
|
|
(2,072
|
)
|
|
(1,937
|
)
|
|
(3,056
|
)
|
|||
Other disposals
|
|
—
|
|
|
—
|
|
|
(18,798
|
)
|
|||
Balance as of December 31,
|
|
$
|
1,433,195
|
|
|
$
|
1,365,471
|
|
|
$
|
1,330,474
|
|
|
|
Years
|
Building and improvements
|
|
30
|
Site improvements
|
|
15
|
Tenant improvements
|
|
Life of related lease
|
(a)
|
List of documents filed:
|
(1)
|
The consolidated financial statements of the Company are set forth in this report in Item 8.
|
(2)
|
Financial Statement Schedules:
|
|
|
Page
|
|
Valuation and Qualifying Accounts (Schedule II)
|
|
93
|
|
Real Estate and Accumulated Depreciation (Schedule III)
|
|
94
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Sixth Articles of Amendment and Restatement of the Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.2
|
|
Articles of Amendment to the Sixth Articles of Amendment and Restatement of the Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.3
|
|
Articles of Amendment to the Sixth Articles of Amendment and Restatement of the Registrant, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.4
|
|
Articles Supplementary to the Sixth Articles of Amendment and Restatement of the Registrant, as amended, dated March 20, 2012 (Incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed on March 22, 2012).
|
3.5
|
|
Articles Supplementary for the Series A Preferred Stock (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 17, 2012).
|
3.6
|
|
Certificate of Correction (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report/Amended on Form 8-K/A filed on December 20, 2012).
|
3.7
|
|
Sixth Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 20, 2012).
|
3.8
|
|
Amendment No. 1 to the Sixth Amended and Restated Bylaws of the Registrant, dated February 11, 2014 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 12, 2014).
|
4.1
|
|
Indenture, dated March 12, 2015, by and between the Registrant as Issuer and U.S. Bank National Association as Trustee (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015).
|
4.2
|
|
First Supplemental Indenture, dated March 12, 2015, by and between the Registrant as Issuer and U.S. Bank National Association as Trustee (Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015).
|
4.3
|
|
Form of 4.00% Senior Notes due 2025 (attached as Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2) (Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 12, 2015).
|
10.1
|
|
2014 Long-Term Equity Compensation Plan of the Registrant (Incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2014).
|
10.2
|
|
Third Amended and Restated Independent Director Stock Option and Incentive Plan of the Registrant (Incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on August 2, 2013).
|
10.3
|
|
Indemnification Agreements by and between the Registrant and its directors and officers (Incorporated herein by reference to Exhibits 10.6 A-E and H to the Registrant’s Annual Report/Amended on Form 10-K/A for the year ended December 31, 2006 and filed on April 27, 2007, Exhibits 10.560 - 10.561 and 10.568 - 10.570 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 and filed on March 31, 2008, Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 and filed on February 22, 2012, Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and filed on August 6, 2013, Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and filed on August 5, 2014, Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and filed on August 5, 2015 and Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and filed on November 4, 2015).
|
Exhibit No.
|
|
Description
|
|
|
|
10.4
|
|
Third Amended and Restated Credit Agreement dated as of May 13, 2013 among the Registrant as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities LLC as Co-Lead Arranger and Joint Book Manager, and Wells Fargo Bank, National Association as Syndication Agent and KeyBanc Capital Markets Inc. as Co-Lead Arranger and Joint Book Manager, and Citibank, N.A. as Co-Documentation Agent, Deutsche Bank Securities Inc. as Co-Documentation Agent and Certain Lenders from time to time parties hereto, as Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2013).
|
10.5
|
|
First Amendment to Third Amended and Restated Credit Agreement dated as of February 21, 2014 among the Registrant as Borrower and KeyBank National Association as Administrative Agent and Certain Lenders from time to time parties hereto, as Lenders (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and filed on May 6, 2014).
|
10.6
|
|
Note Purchase Agreement dated as of May 16, 2014 among the Registrant as Issuer and Certain Institutions as Purchasers (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2014).
|
10.7
|
|
Loan Agreement dated as of December 1, 2009 by and among Colesville One, LLC, JPMorgan Chase Bank, N.A. and certain subsidiaries of the Registrant (Incorporated herein by reference to Exhibit 10.587 to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2009 and filed on March 5, 2010).
|
10.8
|
|
Fourth Amended and Restated Credit Agreement dated as of January 6, 2016 among the Registrant as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities LLC as Co-Lead Arranger and Joint Book Manager, and Wells Fargo Bank, National Association as Syndication Agent, KeyBanc Capital Markets Inc., U.S. Bank National Association, PNC Capital Markets LLC, and Regions Capital Markets as Co-Lead Arrangers and Joint Book Managers, each of U.S. Bank National Association, PNC Capital Markets LLC, Regions Capital Markets, Bank of America, N.A., Citibank, N.A., The Bank of Nova Scotia, Capital One, N.A., Deutsche Bank Securities Inc., and Morgan Stanley Senior Funding, Inc. as Documentation Agents, and Certain Lenders from time to time parties hereto, as Lenders (filed herewith).
|
10.9
|
|
Retention Agreement dated February 19, 2013 by and between the Registrant and Steven P. Grimes (Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on February 20, 2013).
|
10.10
|
|
Amendment to Retention Agreement dated February 19, 2015 by and between Registrant and Steven P. Grimes (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and filed on May 5, 2015).
|
10.11
|
|
Retention Agreement dated February 19, 2013 by and between the Registrant and Angela M. Aman (Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on February 20, 2013).
|
10.12
|
|
Amendment to Retention Agreement dated February 19, 2015 by and between Registrant and Angela M. Aman (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and filed on May 5, 2015).
|
10.13
|
|
Separation Agreement and General Release, dated May 7, 2015, by and between the Registrant and Angela M. Aman (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and filed on August 5, 2015).
|
10.14
|
|
Retention Agreement dated February 19, 2013 by and between the Registrant and Niall J. Byrne (Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on February 20, 2013).
|
10.15
|
|
Amendment to Retention Agreement dated February 19, 2015 by and between Registrant and Niall J. Byrne (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and filed on May 5, 2015).
|
10.16
|
|
Separation Agreement and General Release, dated October 2, 2015, by and between the Registrant and Niall J. Byrne (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and filed on November 4, 2015).
|
10.17
|
|
Retention Agreement dated February 19, 2013 by and between the Registrant and Shane C. Garrison (Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on February 20, 2013).
|
10.18
|
|
Amendment to Retention Agreement dated February 19, 2015 by and between Registrant and Shane C. Garrison (Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and filed on May 5, 2015).
|
10.19
|
|
Retention Agreement dated February 19, 2013 by and between the Registrant and Dennis K. Holland (Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed on February 20, 2013).
|
10.20
|
|
Amendment to Retention Agreement dated February 19, 2015 by and between Registrant and Dennis K. Holland (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and filed on May 5, 2015).
|
10.21
|
|
Offer Letter, dated July 13, 2015, by and between the Registrant and Heath R. Fear (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and filed on August 5, 2015).
|
12.1
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith).
|
21.1
|
|
List of Subsidiaries of Registrant (filed herewith).
|
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP (filed herewith).
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
31.2
|
|
Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
32.1
|
|
Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C Section 1350 (furnished herewith).
|
101
|
|
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2015 and 2014, (ii) Consolidated Statements of Operations and Other Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013, (iii) Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013, (v) Notes to Consolidated Financial Statements and (vi) Financial Statement Schedules.
|
|
/s/ Steven P. Grimes
|
|
|
By:
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 17, 2016
|
|
/s/ Steven P. Grimes
|
|
|
/s/ Bonnie S. Biumi
|
|
|
/s/ Peter L. Lynch
|
|
|
|
|
|
|
|
|||
By:
|
Steven P. Grimes
|
By:
|
Bonnie S. Biumi
|
By:
|
Peter L. Lynch
|
|||
|
Director, President and
Chief Executive Officer
|
|
Director
|
|
Director
|
|||
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
|||
|
|
|
|
|
|
|||
|
/s/ Heath R. Fear
|
|
|
/s/ Frank A. Catalano, Jr.
|
|
|
/s/ Kenneth E. Masick
|
|
|
|
|
|
|
|
|||
By:
|
Heath R. Fear
|
By:
|
Frank A. Catalano, Jr.
|
By:
|
Kenneth E. Masick
|
|||
|
Executive Vice President,
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
|||
|
|
|
|
|
|
|||
|
/s/ Julie M. Swinehart
|
|
|
/s/ Paul R. Gauvreau
|
|
|
/s/ Thomas J. Sargeant
|
|
|
|
|
|
|
|
|||
By:
|
Julie M. Swinehart
|
By:
|
Paul R. Gauvreau
|
By:
|
Thomas J. Sargeant
|
|||
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
|
Director
|
|
Director
|
|
||
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
|
||
|
|
|
|
|
|
|
||
|
/s/ Gerald M. Gorski
|
|
|
/s/ Richard P. Imperiale
|
|
|
|
|
|
|
|
|
|
|
|
||
By:
|
Gerald M. Gorski
|
By:
|
Richard P. Imperiale
|
|
|
|||
|
Chairman of the Board and Director
|
|
Director
|
|
|
|
||
Date:
|
February 17, 2016
|
Date:
|
February 17, 2016
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
ARTICLE I. DEFINITIONS ..............................................................................................................
|
1
|
|
||
|
|
|
|
|
ARTICLE II. THE CREDIT ..............................................................................................................
|
23
|
|
||
|
2.1.
|
Advances....................................................................................................................
|
23
|
|
|
2.2.
|
Ratable and Non Ratable Advances...........................................................................
|
26
|
|
|
2.3.
|
Final Principal Payment.............................................................................................
|
26
|
|
|
2.4.
|
Unused Fee.................................................................................................................
|
26
|
|
|
2.5.
|
Facility Fee.................................................................................................................
|
26
|
|
|
2.6.
|
Other Fees..................................................................................................................
|
27
|
|
|
2.7.
|
Minimum Amount of Each Advance..........................................................................
|
27
|
|
|
2.8.
|
Principal Payments.....................................................................................................
|
27
|
|
|
2.9.
|
Method of Selecting Classes and Types and Interest Periods for New Advances.....
|
27
|
|
|
2.10.
|
Conversion and Continuation of Outstanding Advances...........................................
|
28
|
|
|
2.11.
|
Changes in Interest Rate, Etc.....................................................................................
|
29
|
|
|
2.12.
|
Rates Applicable After Default..................................................................................
|
29
|
|
|
2.13.
|
Method of Payment....................................................................................................
|
29
|
|
|
2.14.
|
Notes; Telephonic Notices..........................................................................................
|
30
|
|
|
2.15.
|
Interest Payment Dates; Interest and Fee Basis.........................................................
|
30
|
|
|
2.16.
|
Swingline Advances...................................................................................................
|
30
|
|
|
2.17.
|
Notification of Advances, Interest Rates and Prepayments.......................................
|
31
|
|
|
2.18.
|
Lending Installations..................................................................................................
|
31
|
|
|
2.19.
|
Non-Receipt of Funds by the Administrative Agent..................................................
|
31
|
|
|
2.20.
|
Replacement of Lenders under Certain Circumstances.............................................
|
32
|
|
|
2.21.
|
Usury..........................................................................................................................
|
32
|
|
|
2.22.
|
Termination or Increase in Commitments; Additional Term Loans...........................
|
33
|
|
|
2.23.
|
Pro Rata Treatment.....................................................................................................
|
34
|
|
|
|
|
|
|
ARTICLE IIA LETTER OF CREDIT SUBFACILITY ..................................................................
|
35
|
|
||
|
2A.1
|
Obligation to Issue.....................................................................................................
|
35
|
|
|
2A.2
|
Types and Amounts....................................................................................................
|
35
|
|
|
2A.3
|
Conditions..................................................................................................................
|
35
|
|
|
2A.4
|
Procedure for Issuance of Facility Letters of Credit..................................................
|
36
|
|
|
2A.5
|
Reimbursement Obligations; Duties of Issuing Bank................................................
|
37
|
|
|
2A.6
|
Participation...............................................................................................................
|
37
|
|
|
2A.7
|
Payment of Reimbursement Obligations...................................................................
|
38
|
|
|
2A.8
|
Compensation for Facility Letters of Credit..............................................................
|
39
|
|
|
2A.9
|
Letter of Credit Collateral Account............................................................................
|
39
|
|
|
|
|
|
|
ARTICLE III. CHANGE IN CIRCUMSTANCES ..........................................................................
|
40
|
|
||
|
3.1.
|
Yield Protection..........................................................................................................
|
40
|
|
|
3.2.
|
Changes in Capital Adequacy Regulations................................................................
|
40
|
|
|
3.3.
|
Availability of Types of Advances.............................................................................
|
41
|
|
|
3.4.
|
Funding Indemnification............................................................................................
|
41
|
|
|
3.5.
|
Taxes..........................................................................................................................
|
41
|
|
|
3.6.
|
Lender Statements; Survival of Indemnity; Delay in Requests.................................
|
44
|
|
ARTICLE IV. CONDITIONS PRECEDENT ..................................................................................
|
44
|
|
||
|
4.1.
|
Initial Advance...........................................................................................................
|
44
|
|
|
4.2.
|
Each Advance and Issuance.......................................................................................
|
45
|
|
|
|
|
|
|
ARTICLE V. REPRESENTATIONS AND WARRANTIES ...........................................................
|
46
|
|
||
|
5.1.
|
Existence....................................................................................................................
|
46
|
|
|
5.2.
|
Authorization and Validity.........................................................................................
|
46
|
|
|
5.3.
|
No Conflict; Government Consent............................................................................
|
46
|
|
|
5.4.
|
Financial Statements; Material Adverse Effect..........................................................
|
47
|
|
|
5.5.
|
Taxes..........................................................................................................................
|
47
|
|
|
5.6.
|
Litigation and Guarantee Obligations........................................................................
|
47
|
|
|
5.7.
|
Subsidiaries................................................................................................................
|
47
|
|
|
5.8.
|
ERISA........................................................................................................................
|
47
|
|
|
5.9.
|
Accuracy of Information............................................................................................
|
48
|
|
|
5.10.
|
Regulations U and X..................................................................................................
|
48
|
|
|
5.11.
|
[Intentionally Omitted]..............................................................................................
|
48
|
|
|
5.12.
|
Compliance With Laws..............................................................................................
|
48
|
|
|
5.13.
|
Ownership of Properties.............................................................................................
|
48
|
|
|
5.14.
|
Investment Company Act...........................................................................................
|
48
|
|
|
5.15.
|
[Intentionally Omitted]..............................................................................................
|
48
|
|
|
5.16.
|
Solvency.....................................................................................................................
|
48
|
|
|
5.17.
|
Insurance....................................................................................................................
|
49
|
|
|
5.18.
|
Borrower Status..........................................................................................................
|
49
|
|
|
5.19.
|
Environmental Matters...............................................................................................
|
49
|
|
|
5.20.
|
OFAC; Sanctions Representation...............................................................................
|
50
|
|
|
5.21.
|
Intellectual Property...................................................................................................
|
51
|
|
|
5.22.
|
Broker’s Fees.............................................................................................................
|
51
|
|
|
5.23.
|
Unencumbered Pool Properties..................................................................................
|
51
|
|
|
5.24.
|
No Bankruptcy Filing.................................................................................................
|
51
|
|
|
5.25.
|
No Fraudulent Intent..................................................................................................
|
51
|
|
|
5.26.
|
Transaction in Best Interests of Borrower; Consideration.........................................
|
51
|
|
|
5.27.
|
Subordination.............................................................................................................
|
52
|
|
|
5.28.
|
[Intentionally Omitted]..............................................................................................
|
52
|
|
|
5.29.
|
Anti-Terrorism Laws..................................................................................................
|
52
|
|
|
|
|
|
|
ARTICLE VI. COVENANTS ............................................................................................................
|
53
|
|
||
|
6.1.
|
Financial Reporting....................................................................................................
|
53
|
|
|
6.2.
|
Use of Proceeds..........................................................................................................
|
54
|
|
|
6.3.
|
Notice of Default........................................................................................................
|
55
|
|
|
6.4.
|
Conduct of Business...................................................................................................
|
55
|
|
|
6.5.
|
Taxes..........................................................................................................................
|
55
|
|
|
6.6.
|
Insurance....................................................................................................................
|
55
|
|
|
6.7.
|
Compliance with Laws...............................................................................................
|
55
|
|
|
6.8.
|
Maintenance of Properties.........................................................................................
|
56
|
|
|
6.9.
|
Inspection...................................................................................................................
|
56
|
|
|
6.10.
|
Maintenance of Status................................................................................................
|
56
|
|
|
6.11.
|
Dividends...................................................................................................................
|
56
|
|
|
6.12.
|
Merger........................................................................................................................
|
56
|
|
|
6.13.
|
[Intentionally Omitted]..............................................................................................
|
56
|
|
|
6.14.
|
Sale and Leaseback....................................................................................................
|
57
|
|
|
6.15.
|
[Intentionally Omitted]..............................................................................................
|
57
|
|
|
6.16.
|
Liens...........................................................................................................................
|
57
|
|
|
6.17.
|
Affiliates.....................................................................................................................
|
57
|
|
|
6.18.
|
Financial Undertakings..............................................................................................
|
58
|
|
|
6.19.
|
[Intentionally Omitted]...............................................................................................
|
58
|
|
|
6.20.
|
[Intentionally Omitted]...............................................................................................
|
58
|
|
|
6.21.
|
Indebtedness and Cash Flow Covenants....................................................................
|
58
|
|
|
6.22.
|
Environmental Matters...............................................................................................
|
58
|
|
|
6.23.
|
[Intentionally Omitted]...............................................................................................
|
59
|
|
|
6.24.
|
[Intentionally Omitted]...............................................................................................
|
59
|
|
|
6.25.
|
Negative Pledges........................................................................................................
|
59
|
|
|
6.26.
|
Subsidiary Guaranty...................................................................................................
|
60
|
|
|
6.27.
|
Amendments to Organizational Documents...............................................................
|
60
|
|
|
|
|
|
|
ARTICLE VII. DEFAULTS ...............................................................................................................
|
60
|
|
||
|
|
|
|
|
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES ...............
|
62
|
|
||
|
8.1.
|
Acceleration...............................................................................................................
|
62
|
|
|
8.2.
|
Amendments...............................................................................................................
|
63
|
|
|
8.3.
|
Preservation of Rights................................................................................................
|
65
|
|
|
8.4.
|
Insolvency of Borrower..............................................................................................
|
65
|
|
|
8.5.
|
Application of Funds..................................................................................................
|
65
|
|
|
|
|
|
|
ARTICLE IX. GENERAL PROVISIONS ........................................................................................
|
66
|
|
||
|
9.1.
|
Survival of Representations.......................................................................................
|
66
|
|
|
9.2.
|
Governmental Regulation..........................................................................................
|
66
|
|
|
9.3.
|
Taxes...........................................................................................................................
|
66
|
|
|
9.4.
|
Headings.....................................................................................................................
|
66
|
|
|
9.5.
|
Entire Agreement........................................................................................................
|
66
|
|
|
9.6.
|
Several Obligations; Benefits of the Agreement........................................................
|
66
|
|
|
9.7.
|
Expenses; Indemnification.........................................................................................
|
66
|
|
|
9.8.
|
Numbers of Documents..............................................................................................
|
67
|
|
|
9.9.
|
Accounting.................................................................................................................
|
67
|
|
|
9.10.
|
Severability of Provisions..........................................................................................
|
68
|
|
|
9.11.
|
Nonliability of Lenders..............................................................................................
|
68
|
|
|
9.12.
|
CHOICE OF LAW.....................................................................................................
|
68
|
|
|
9.13.
|
CONSENT TO JURISDICTION...............................................................................
|
68
|
|
|
9.14.
|
WAIVER OF JURY TRIAL.......................................................................................
|
68
|
|
|
9.15.
|
USA Patriot Act Notice..............................................................................................
|
69
|
|
|
|
|
|
|
ARTICLE X. THE ADMINISTRATIVE AGENT ...........................................................................
|
69
|
|
||
|
10.1.
|
Appointment...............................................................................................................
|
69
|
|
|
10.2.
|
Powers........................................................................................................................
|
69
|
|
|
10.3.
|
General Immunity.......................................................................................................
|
69
|
|
|
10.4.
|
No Responsibility for Loans, Recitals, Etc................................................................
|
69
|
|
|
10.5.
|
Action on Instructions of Lenders..............................................................................
|
70
|
|
|
10.6.
|
Employment of Agents and Counsel..........................................................................
|
70
|
|
|
10.7.
|
Reliance on Documents; Counsel..............................................................................
|
70
|
|
|
10.8.
|
Administrative Agent’s Reimbursement and Indemnification...................................
|
70
|
|
|
10.9.
|
Rights as a Lender......................................................................................................
|
71
|
|
|
10.10.
|
Lender Credit Decision..............................................................................................
|
71
|
|
|
10.11.
|
Successor Administrative Agent.................................................................................
|
71
|
|
|
10.12.
|
Notice of Defaults......................................................................................................
|
72
|
|
|
10.13.
|
Requests for Approval................................................................................................
|
72
|
|
|
10.14.
|
Defaulting Lenders.....................................................................................................
|
72
|
|
|
10.15.
|
Additional Agents......................................................................................................
|
75
|
|
|
|
|
|
|
ARTICLE XI. SETOFF; RATABLE PAYMENTS ..........................................................................
|
76
|
|
||
|
11.1.
|
Setoff..........................................................................................................................
|
76
|
|
|
11.2.
|
Ratable Payments.......................................................................................................
|
76
|
|
|
|
|
|
|
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ..............
|
76
|
|
||
|
12.1.
|
Successors and Assigns..............................................................................................
|
76
|
|
|
12.2.
|
Participations..............................................................................................................
|
77
|
|
|
12.3.
|
Assignments...............................................................................................................
|
78
|
|
|
12.4.
|
Dissemination of Information....................................................................................
|
79
|
|
|
12.5.
|
Tax Treatment.............................................................................................................
|
79
|
|
|
|
|
|
|
ARTICLE XIII. NOTICES ................................................................................................................
|
79
|
|
||
|
13.1.
|
Giving Notice.............................................................................................................
|
79
|
|
|
13.2.
|
Change of Address.....................................................................................................
|
80
|
|
|
13.3.
|
Electronic Delivery of Information............................................................................
|
80
|
|
|
|
|
|
|
ARTICLE XIV. COUNTERPARTS ..................................................................................................
|
80
|
|
SCHEDULE I
|
Commitments
|
SCHEDULE 1
|
Unencumbered Pool Properties
|
SCHEDULE 2
|
Subsidiary Guarantors as of Agreement Effective Date
|
SCHEDULE 6.28
|
Post Closing Deliveries
|
EXHIBIT A
|
Applicable Margin and Facility Fee Percentage
|
EXHIBIT B
|
Form of Note
|
EXHIBIT C
|
Form of Amendment Regarding Increase
|
EXHIBIT D
|
Form of Compliance Certificate
|
EXHIBIT E
|
Form of Subsidiary Guaranty
|
EXHIBIT F
|
[Intentionally Omitted]
|
EXHIBIT G
|
Form of Borrowing Notice
|
EXHIBIT H
|
Form of Assignment Agreement
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ HEATH R. FEAR
|
|
|
|
Print Name: Heath R. Fear
|
|
|
|
Title: Executive Vice President,
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
2021 Spring Road, Suite 200
|
|
|
|
Oak Brook, IL 60523
|
|
|
|
Phone: 630-634-4230
|
|
|
|
Facsimile: 630-756-4185
|
|
|
|
Attention: Heath Fear
|
|
|
|
|
|
|
|
with a copy to:
|
|
|
|
|
|
|
|
2021 Spring Road, Suite 200
|
|
|
|
Oak Brook, IL 60523
|
|
|
|
Phone: 630-634-4190
|
|
|
|
Facsimile: 630-282-7465
|
|
|
|
Attention: Dennis Holland
|
|
|
KEYBANK NATIONAL ASSOCIATION, as
|
|
|
|
Administrative Agent, as Swingline Lender, as an
|
||
|
Issuing Bank and as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ KRISTIN CENTRACCHIO
|
|
|
|
Name: Kristin Centracchio
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
KeyBank Real Estate Capital
|
|
|
|
1200 Abernathy Road NE, Suite 1550
|
|
|
|
Atlanta, GA 30328
|
|
|
|
Phone: 770-510-2130
|
|
|
|
Facsimile: 770-510-2195
|
|
|
|
Attention: Nathan Weyer
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
||
|
as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ BRANDON H. BARRY
|
|
|
|
Name: Brandon H Barry
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
10 South Wacker Drive, 32
nd
Floor
|
|
|
|
Chicago, Illinois 60606
|
|
|
|
Phone: (312) 827-1525
|
|
|
|
Facsimile: (312) 782-0969
|
|
|
|
Attention: Brandon Barry
|
|
|
U.S. BANK NATIONAL ASSOCIATION, as a Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ CURT M. STEINER
|
|
|
|
Name: Curt M. Steiner
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
190 S. LaSalle Street MK-IL-SL11
|
|
|
|
Chicago, IL 60603
|
|
|
|
Phone: 312.325.8756
|
|
|
|
Facsimile: 312.325.8852
|
|
|
|
Attention: Curt M Steiner
|
|
|
PNC BANK, NATIONAL ASSOCIATION, as a Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOEL DALSON
|
|
|
|
Name: Joel Dalson
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
PNC Real Estate
|
|
|
|
1 N. Franklin, Suite 2150
|
|
|
|
D1-Y806-21-1
|
|
|
|
Chicago, IL 60606
|
|
|
|
Phone: 312-338-2226
|
|
|
|
Facsimile: 312-384-4623
|
|
|
|
Attention: Joel Dalson
|
|
|
REGIONS BANK, as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOE SAMFORD
|
|
|
|
Name: Joe Samford
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
1717 McKinney Avenue, Suite 1200
|
|
|
|
Dallas, TX 75202
|
|
|
|
Phone: 469-608-2784
|
|
|
|
Facsimile: 469-608-2842
|
|
|
|
Attention: Kevin W. Murry
|
|
|
BANK OF AMERICA, N.A., as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ ASAD RAFIQ
|
|
|
|
Name: Asad Rafiq
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
135 S. LaSalle St, IL4-135-06-11
|
|
|
|
Chicago, IL 60603
|
|
|
|
Phone: 312-828-4416
|
|
|
|
Facsimile: 312-537-6740
|
|
|
|
Attention: Asad Rafiq
|
|
|
CITIBANK, N.A., as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOHN C. ROWLAND
|
|
|
|
Name: John C. Rowland
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
388 Greenwich Street, Fl. 23
|
|
|
|
New York, NY 10013
|
|
|
|
Phone: (212) 816-4947
|
|
|
|
Attention: John C. Rowland
|
|
|
THE BANK OF NOVA SCOTIA, as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ PAULA J. CZACH
|
|
|
|
Name: Paula J. Czach
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
40 King St. West, 62
nd
Flr.
|
|
|
|
Toronto, ON M5H 1H1
|
|
|
|
Canada
|
|
|
|
Phone: 416-350-1173
|
|
|
|
Facsimile: 416-866-2009
|
|
|
|
Attention: Chad Hale
|
|
|
CAPITAL ONE, N.A., as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ FREDERICK H. DENECKE
|
|
|
|
Name: Frederick H. Denecke
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
Capital One, N.A.
|
|
|
|
REIT Finance Group
|
|
|
|
1680 Capital One Drive, 10
th
Floor
|
|
|
|
McLean, VA 22102
|
|
|
|
Phone: 703-720-6760
|
|
|
|
Facsimile: 703-720-2026
|
|
|
|
Attention: Frederick H. Denecke
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a
|
||
|
Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ J.T. JOHNSTON COE
|
|
|
|
Name: J.T. Johnston Coe
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
Deutsche Bank Securities Inc.
|
|
|
|
60 Wall Street, 10
th
Floor
|
|
|
|
New York, New York 10005
|
|
|
|
Phone: 202-250-2362
|
|
|
|
Facsimile: 212-797-4496
|
|
|
|
|
|
|
|
By:
|
/s/ JOANNA SOLIMAN
|
|
|
|
Name: Joanna Soliman
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
Deutsche Bank Securities Inc.
|
|
|
|
60 Wall Street, 10
th
Floor
|
|
|
|
New York, New York 10005
|
|
|
|
Phone: 202-250-2362
|
|
|
|
Facsimile: 212-797-4496
|
|
|
MORGAN STANLEY BANK, N.A., as a Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL KING
|
|
|
|
Name: Michael King
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
Morgan Stanley Loan Servicing
|
|
|
|
1300 Thames Street Wharf, 4th floor
|
|
|
|
Baltimore, MD 21231
|
|
|
|
Tel: 443-627-4335
|
|
|
|
Fax: 718-233-2140
|
|
|
BRANCH BANKING AND TRUST COMPANY, as a
|
||
|
Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ AHAZ ARMSTRONG
|
|
|
|
Name: Ahaz Armstrong
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
200 W 2nd St., 16
th
Floor
|
|
|
|
Winston-Salem, NC 27101
|
|
|
|
Phone: (336) 733-2575
|
|
|
|
Facsimile: (336) 733-2740
|
|
|
|
Attention: Ahaz Armstrong
|
|
|
TD BANK, N.A., as Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CLARKE CRONIN
|
|
|
|
Name: Clarke Cronin
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
TD Bank
|
|
|
|
200 State Street, Boston, MA 02109
|
|
|
|
Phone: 617-737-3649
|
|
|
|
Facsimile: 617-737-0238
|
|
|
|
Attention: Clarke Cronin
|
|
|
ASSOCIATED BANK, as a Lender
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL J. SEDIVY
|
|
|
|
Name: Michael J. Sedivy
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
525 West Monroe, Suite 2400
|
|
|
|
Chicago, IL 60661
|
|
|
|
Phone: 312.544.4660
|
|
|
|
Facsimile: 312.544.4667
|
|
|
|
Attention: Michael J. Sedivy
|
|
Lender
|
Revolving Commitment Amount
|
2018 Term Loan Amount
|
2021 Term Commitment Amount
|
KeyBank National Association
|
$75,585,000
|
$24,000,000
|
$28,415,000
|
Wells Fargo Bank, National Association
|
$75,585,000
|
$24,000,000
|
$28,415,000
|
U.S. Bank National Association
|
$68,315,000
|
$16,500,000
|
$25,685,000
|
PNC Bank, National Association
|
$68,315,000
|
$16,500,000
|
$25,685,000
|
Regions Bank
|
$68,315,000
|
$16,500,000
|
$25,685,000
|
Bank of America, N.A.
|
$47,240,000
|
$15,500,000
|
$17,760,000
|
Citibank, N.A.
|
$47,240,000
|
$15,500,000
|
$17,760,000
|
The Bank of Nova Scotia
|
$47,240,000
|
$15,500,000
|
$17,760,000
|
Capital One, N.A.
|
$47,240,000
|
$15,500,000
|
$17,760,000
|
Deutsche Bank AG New York Branch
|
$47,240,000
|
$15,500,000
|
$17,760,000
|
Morgan Stanley Bank, N.A.
|
$65,000,000
|
-
|
-
|
Branch Bank and Trust Company
|
$32,700,000
|
$10,000,000
|
$12,300,000
|
TD Bank
|
$39,985,000
|
-
|
$15,015,000
|
Associated Bank
|
$20,000,000
|
$15,000,000
|
-
|
Totals
|
$750,000,000
|
$200,000,000
|
$250,000,000
|
PROPERTY NAME
|
ENTITY
|
FEIN
|
Academy Sports & Outdoors
Houma, Louisiana
|
RPAI Houma Academy, L.L.C.
|
#
|
Academy Sports & Outdoors Facility
Port Arthur, Texas
|
RPAI Port Arthur Academy Limited Partnership
|
#
|
Academy Sports & Outdoors Store
Midland, Texas
|
RPAI Midland Academy Limited Partnership
|
#
|
Academy Sports & Outdoors Store
San Antonio, Texas
|
RPAI San Antonio Academy Limited Partnership
|
#
|
Alison’s Corner Shopping Center
San Antonio, Texas
|
RPAI San Antonio Military Drive Limited Partnership
|
#
|
Ashland and Roosevelt Shopping Center
Chicago, Illinois
|
Inland Western Chicago Ashland, L.L.C.
|
#
|
Avondale Plaza
Redmond, Washington
|
RPAI Redmond Avondale, L.L.C.
|
#
|
Azalea Square Phase III
Summerville, South Carolina
|
RPAI Summerville Azalea Square III Limited Partnership
|
#
|
Bed Bath & Beyond Plaza
Westbury, New York
|
RPAI Westbury Merchants Plaza, L.L.C.
|
#
|
Bellevue Mall
Nashville, Tennessee
|
Bellevue Development, LLC
|
#
|
Boulevard at the Capital Ctr.
Landover, Maryland
|
Capital Centre LLC
|
#
|
Brickyard
Chicago, Illinois
|
RPAI Chicago Brickyard, L.L.C.
|
#
|
Broadway Shopping Center
Bangor, Maine
|
RPAI Bangor Broadway, L.L.C.
|
#
|
Cedar Park Town Center
Cedar Park, Texas
|
RPAI Cedar Park Town Center, L.L.C.
|
#
|
Centre at Laurel
Laurel, Maryland
|
Centre at Laurel, LLC
|
#
|
Century III Plaza
West Mifflin, Pennsylvania
|
RPAI West Mifflin Century III, L.P.
|
#
|
Chantilly Crossing
Chantilly, Virginia
|
RPAI Chantilly Crossing, L.L.C.
|
#
|
Clear Shores
Clear Lake, Texas
|
RPAI Clear Lake Clear Shores Limited Partnership
|
#
|
Coal Creek Marketplace
Newcastle, Washington
|
RPAI Newcastle Coal Creek, L.L.C.
|
#
|
Colony Square
Sugar Land, Texas
|
RPAI Sugar Land Colony Limited Partnership
|
#
|
Commons at Royal Palm
Royal Palm Beach, Florida
|
RPAI Royal Palm Beach Commons, L.L.C.
|
#
|
Crown Theater Plaza
Hartford, Connecticut
|
RPAI Hartford New Park, L.L.C
|
#
|
PROPERTY NAME
|
ENTITY
|
FEIN
|
CVS Pharmacy
Burleson, Texas
|
RPAI Burleson Wilshire Limited Partnership
|
#
|
CVS Pharmacy
Lawton, Oklahoma
|
RPAI Lawton Lee Blvd., L.L.C.
|
#
|
CVS Pharmacy
Moore, Oklahoma
|
RPAI Moore 19th Street, L.L.C.
|
#
|
CVS Pharmacy
Oklahoma City, Oklahoma
|
RPAI Oklahoma City Western Avenue, L.L.C.
|
#
|
CVS Pharmacy
Saginaw, Texas
|
RPAI Saginaw Limited Partnership
|
#
|
CVS Pharmacy
Sylacauga, Alabama
|
RPAI Sylacauga Broadway, L.L.C.
|
#
|
Cypress Mill Plaza West
Cypress, Texas
|
Inland Western Cypress Mill Limited Partnership
|
#
|
Davis Towne Crossing
North Richland Hills, Texas
|
RPAI North Richland Hills Davis Limited Partnership
|
#
|
Downtown Crown
Gaithersburg, Maryland
|
RPAI Gaithersburg Downtown Crown, L.L.C.
|
#
|
East Stone Commons
Kingsport, Tennessee
|
RPAI Kingsport East Stone, L.L.C.
|
#
|
Eastwood Towne Center
Lansing, Michigan
|
RPAI Lansing Eastwood, L.L.C.
|
#
|
Eckerd – Amherst, Sheridan Dr.
Eckerd – Amherst, Transit Road
Eckerd – Batavia, East Main St.
Eckerd – Batavia, West Main St.
Eckerd – Buffalo, Ferry St.
Eckerd – Buffalo, Main Street
Eckerd – Canandigua
Eckerd – Cheektowaga
Eckerd – Grand Island
Eckerd – Greece
Eckerd – Hudson
Eckerd – Irondequiot
Eckerd – Lancaster
Eckerd – Lockport
Eckerd – North Chili
Eckerd – Olean
Eckerd – Rochester, Culver Rd.
Eckerd – Rochester, Lake Ave.
Eckerd – Tonawanda
Eckerd – W Seneca, Harlem Rd.
Eckerd – West Seneca, Union Rd.
Eckerd – Yorkshire
|
RPAI New York Portfolio, L.L.C.
|
#
|
Eckerd – Chattanooga
Chattanooga, Tennessee
|
RPAI Chattanooga Brainerd Road, L.L.C.
|
#
|
PROPERTY NAME
|
ENTITY
|
FEIN
|
Fairgrounds Plaza
Middletown, New York
|
RPAI Middletown Fairgrounds Plaza, L.L.C.
|
#
|
Five Forks Shopping Center
Greenville, South Carolina
|
RPAI Greenville Five Forks, L.L.C.
|
#
|
Five Forks Blockbuster Outlot
Greenville, South Carolina
|
RPAI Greenville Five Forks Outlot, L.L.C.
|
#
|
Fordham Place Office
Bronx, New York
|
RPAI Fordham Place Office, L.L.C.
|
#
|
Fordham Place Retail
Bronx, New York
|
RPAI Fordham Place Retail, L.L.C.
|
#
|
Fort Evans Plaza
Leesburg, Virginia
|
RPAI Leesburg Fort Evans, L.L.C.
|
#
|
Galvez Shopping Center
Galveston, Texas
|
RPAI Galveston Galvez Limited Partnership
|
#
|
Gateway Plaza II
College Station, Texas
|
RPAI College Station Gateway II Limited Partnership
|
#
|
Gateway Plaza III
College Station, Texas
|
RPAI College Station Gateway III, L.L.C.
|
#
|
Gateway Station
College Station, Texas
|
RPAI College Station Gateway Limited Partnership
|
#
|
Gateway Plaza Shopping Center
Southlake, Texas
|
RPAI Southlake Limited Partnership
|
#
|
Gerry Centennial Plaza
Oswego, Illinois
|
RPAI Oswego Gerry Centennial, L.L.C.
|
#
|
Golfland Plaza
Orange, Connecticut
|
RPAI Orange 53 Boston, L.L.C.
|
#
|
Governor’s Marketplace
Tallahassee, Florida
|
RPAI Tallahassee Governor’s One, L.L.C.
|
#
|
Grapevine Crossing
Grapevine, Texas
|
RPAI Grapevine Limited Partnership
|
#
|
Henry Town Center
McDonough, Georgia
|
RPAI McDonough Henry Town, L.L.C.
|
#
|
Heritage Square
Issaquah, Washington
|
RPAI Issaquah Heritage, L.L.C.
|
#
|
Home Depot Center
Pittsburgh, Pennsylvania
|
RPAI Pittsburgh William Penn, L.P.
|
#
|
HQ Building, a/k/a Ingram Festival Shopping Center, San Antonio, Texas
|
RPAI San Antonio HQ Limited Partnership
|
#
|
Huebner Oaks Center
San Antonio, Texas
|
RPAI San Antonio Huebner Oaks Limited Partnership
|
#
|
Humblewood Shopping Center
Humble, Texas
|
RPAI Humble Humblewood Limited Partnership
|
#
|
Jefferson Commons
Newport News, Virginia
|
RPAI Newport News Jefferson, L.L.C.
|
#
|
PROPERTY NAME
|
ENTITY
|
FEIN
|
John’s Creek Village
Duluth, Georgia
|
RPAI Duluth John's Creek SPE, L.L.C.
|
#
|
La Plaza del Norte
San Antonio, Texas
|
RPAI San Antonio Limited Partnership
|
#
|
Lakepointe Town Crossing
|
RPAI Lewisville Lakepoint Limited Partnership
|
#
|
Lakewood Towne Center
Lakewood, Washington
|
RPAI Lakewood, L.L.C.
|
#
|
Lakewood Marshall’s
Lakewood, Washington
|
RPAI Lakewood II, L.L.C.
|
#
|
Lincoln Plaza
Worcester, Massachusetts
|
RPAI Worcester Lincoln Plaza, L.L.C.
|
#
|
Low Country Village I
Bluffton, South Carolina
|
RPAI Bluffton Low Country, L.L.C.
|
#
|
Low Country Village II
Bluffton, South Carolina
|
RPAI Bluffton Low Country II, L.L.C.
|
#
|
Lowe's / Bed, Bath & Beyond Plaza, Boroughs of Butler and Kinnelon, New Jersey
|
RPAI Butler Kinnelon, L.L.C.
|
#
|
Manchester Meadows Shopping Center, Town and Country, Missouri
|
RPAI Town and Country Manchester, L.L.C
|
#
|
Mansfield Towne Crossing
Mansfield, Texas
|
RPAI Mansfield Limited Partnership
|
#
|
Maple Tree Place
Williston, Vermont
|
RPAI Williston Maple Tree, L.L.C.
|
#
|
Merrifield Town Center
Merrifield, Virginia
|
RPAI Falls Church Merrifield, L.L.C.
|
#
|
Mid-Hudson Center
Poughkeepsie, New York
|
RPAI Poughkeepsie Mid-Hudson, L.L.C.
|
#
|
Mitchell Ranch Plaza Shopping Center
New Port Richey, Florida
|
RPAI New Port Richey Mitchell, L.L.C.
|
#
|
New Forest Crossing
Houston, Texas
|
RPAI Houston New Forest Limited Partnership
|
#
|
Newnan Crossing
Newnan, Georgia
|
RPAI Newnan Crossing, L.L.C.
|
#
|
Northwood Crossing
Northport, Alabama
|
RPAI Northport Northwood, L.L.C.
|
#
|
Orchard
New Hartford, New York
|
RPAI New Hartford Orchard, L.L.C.
|
#
|
Outlot A at Paradise Shoppes of Prominence Point
Canton, Georgia
|
RPAI Canton Paradise Outlot, L.L.C.
|
#
|
Pacheco Pass Phase I
Gilroy, California
|
RPAI Gilroy I, L.L.C.
|
#
|
PROPERTY NAME
|
ENTITY
|
FEIN
|
Towne Crossing Shopping Center and 1.96 Acres of Land Adjacent to
the Target Parcel
Lake Worth, Texas
|
RPAI Lake Worth Towne Crossing Limited Partnership
|
#
|
Towson Circle
Towson, Maryland
|
Towson Circle LLC
|
#
|
Towson Square
Towson, Maryland
|
RPAI Towson Square, L.L.C.
|
#
|
Trader Joe's at Royal Oaks Village II
Houston, Texas
|
RPAI Houston Royal Oaks Village III, L.L.C.
|
#
|
Tysons Corner
Vienna, Virginia
|
RPAI Vienna Tysons, L.L.C.
|
#
|
Vacant land
Billings, Montana
|
South Billings Center, LLC
|
#
|
Vail Ranch Plaza
Temecula, California
|
RPAI Temecula Vail, L.L.C.
|
#
|
Walgreens Drug Store
Northwoods, Missouri
|
RPAI Northwoods Natural Bridge, L.L.C.
|
#
|
Walters Crossing
Tampa, Florida
|
RPAI Tampa Walters, L.L.C.
|
#
|
Watauga Pavilion
Watauga, Texas
|
RPAI Watauga Limited Partnership
|
#
|
West Town Market
Fort Mill, South Carolina
|
RPAI Fort Mill West Town, L.L.C.
|
#
|
Wilton Square
Saratoga Springs, New York
|
RPAI Saratoga Springs Wilton, L.L.C.
|
#
|
Woodinville Plaza
Woodinville, Washington
|
RPAI Woodinville Plaza, L.L.C.
|
#
|
Zurich Towers
Schaumburg, Illinois
|
RPAI Schaumburg American Lane, L.L.C.
|
#
|
Leverage Ratio
|
Applicable
Margin for
Revolving
Advances
|
Applicable
Margin for
2018 Term
Advances
|
Applicable
Margin for
2021 Term
Advances
|
<40%
|
1.35%
|
1.45%
|
1.30%
|
>
40%, <45%
|
1.40%
|
1.45%
|
1.35%
|
>
45%, <50%
|
1.50%
|
1.65%
|
1.45%
|
>
50%, <55%
|
1.65%
|
1.80%
|
1.60%
|
>
55%, <60%
|
1.95%
|
2.00%
|
1.90%
|
>
60%
|
2.25%
|
2.20%
|
2.20%
|
|
|
|
1
Bracketed language throughout to be used if Lender has previously received a Note.
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
Date
|
Principal
Amount of Loan
|
Maturity of
Interest Period
|
Maturity
Principal
Amount Paid
|
Unpaid
Balance
|
|
|
|
2
To be used if any new Lenders are joining the Credit Agreement.
|
||
3
To be used if any new Lenders are joining the Credit Agreement.
|
||
4
To be used if any existing Lenders are increasing their respective Commitments.
|
||
5
To be used if any existing Lenders are making additional Term Loans.
|
RETAIL PROPERTIES OF AMERICA, INC., a
|
||
Maryland corporation
|
||
|
|
|
|
|
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
KEYBANK NATIONAL ASSOCIATION, as
|
||
Administrative Agent
|
||
|
|
|
|
|
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
[NAME OF EXISTING LENDER]
|
||
|
|
|
|
|
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
[NAME OF NEW LENDER]
|
||
|
|
|
|
|
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
|
||
Phone:
|
|
|
Facsimile:
|
|
|
Attention:
|
|
Re:
|
Fourth Amended and Restated Credit Agreement dated as of January 6, 2016 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between RETAIL PROPERTIES OF AMERICA, INC. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”), and the Lenders.
|
RETAIL PROPERTIES OF AMERICA, INC.
|
||
|
|
|
|
|
|
By:
|
|
|
Print Name:
|
|
|
Title:
|
|
[GUARANTOR]
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
KEYBANK NATIONAL ASSOCIATION,
|
|
as Administrative Agent
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
6
To be used if a Swingline Advance is requested.
|
Date:
|
|
|
|
|
|
For Borrower: Retail Properties of America, Inc.
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Its:
|
|
|
|
|
|
7
If consent of Administrative Agent is required pursuant to Section 12.3(i) of the Credit Agreement.
|
1.
|
Description and Date of Credit Agreement: Fourth Amended and Restated Credit Agreement dated as of January 6, 2016, by and among Retail Properties of America, Inc., the lenders party thereto, and KeyBank National Association, as Administrative Agent
|
2.
|
Date of Assignment Agreement: _______________, 20__
|
3.
|
Amounts (as of date of Item 2 above):
|
a.
|
Revolving Commitment of Assignor under
|
b.
|
Assignee’s Percentage of Revolving Commitment of Assignor
|
c.
|
2018 Term Loans of Assignor outstanding under
|
d.
|
Assignee’s Percentage of the 2018 Term Loans of
|
e.
|
2021 Term Loans of Assignor outstanding under
|
f.
|
Assignee’s Percentage of the 2021 Term Loans of
|
4.
|
Amount of Assignor’s Revolving Commitment purchased under
|
5.
|
Aggregate amount of Assignor’s Term Loans purchased under this
|
6.
|
Proposed Effective Date:
|
|
|
|
8
May be eliminated if Assignee is a party to the Credit Agreement prior to the Effective Date.
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
3,832
|
|
|
$
|
597
|
|
|
$
|
(42,855
|
)
|
|
$
|
(14,368
|
)
|
|
$
|
(71,492
|
)
|
|
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
2,088
|
|
|
1,246
|
|
|
6,307
|
|
|
6,437
|
|
|
|||||
Gain on sales of investment properties, net
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
7,843
|
|
|
5,906
|
|
|
|||||
Adjustments added:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (see below)
|
142,987
|
|
|
137,944
|
|
|
150,685
|
|
|
178,306
|
|
|
214,920
|
|
|
|||||
Distributions on investments in unconsolidated joint ventures
|
—
|
|
|
1,360
|
|
|
7,105
|
|
|
6,168
|
|
|
2,218
|
|
|
|||||
Adjustments subtracted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
|||||
Total earnings
|
$
|
268,611
|
|
|
$
|
184,185
|
|
|
$
|
121,987
|
|
|
$
|
184,256
|
|
|
$
|
157,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
138,938
|
|
|
$
|
133,835
|
|
|
$
|
146,805
|
|
|
$
|
171,295
|
|
|
$
|
203,914
|
|
|
Co-venture obligation expense (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,300
|
|
|
7,167
|
|
|
|||||
Interest capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
|||||
Estimate of interest within rental expense
|
4,049
|
|
|
4,109
|
|
|
3,880
|
|
|
3,711
|
|
|
3,642
|
|
|
|||||
Total fixed charges
|
$
|
142,987
|
|
|
$
|
137,944
|
|
|
$
|
150,685
|
|
|
$
|
178,306
|
|
|
$
|
214,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
9,450
|
|
|
9,450
|
|
|
9,450
|
|
|
263
|
|
|
—
|
|
|
|||||
Total fixed charges and preferred stock dividends
|
$
|
152,437
|
|
|
$
|
147,394
|
|
|
$
|
160,135
|
|
|
$
|
178,569
|
|
|
$
|
214,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.88
|
|
1.34
|
|
—
|
|
(2)
|
1.03
|
|
—
|
|
(2)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
1.76
|
|
1.25
|
|
—
|
|
(3)
|
1.03
|
|
—
|
|
(3)
|
(1)
|
Represents the preferred return and incentive and other compensation with respect to the IW JV 2009, LLC, or IW JV. The Company redeemed the full amount of the noncontrolling interest on April 26, 2012.
|
(2)
|
The ratio was less than 1:1 for the years ended December 31, 2013 and 2011 as earnings were inadequate to cover fixed charges by deficiencies of approximately $28.7 million and $57.1 million, respectively.
|
(3)
|
The ratio was less than 1:1 for the years ended December 31, 2013 and 2011 as earnings were inadequate to cover fixed charges by deficiencies of approximately $38.1 million and $57.1 million, respectively.
|
Entity
|
Formation
|
Bel Air Square, LLC
|
Maryland
|
Bellevue Development, LLC
|
Delaware
|
Birch Property & Casualty, LLC
|
Vermont
|
C&S Southlake Capital Partners I, L.P.
|
Texas
|
Capital Centre LLC
|
Maryland
|
Centre at Laurel, LLC
|
Maryland
|
Colesville One, LLC
|
Maryland
|
Dallas Metro Maintenance, L.L.C.
|
Delaware
|
Gateway Village LLC
|
Maryland
|
Green Valley Crossing, LLC
|
Nevada
|
Half Day LLC
|
Delaware
|
Inland Bel Air SPE, L.L.C.
|
Delaware
|
Inland Park Place Limited Partnership
|
Illinois
|
Inland Plano Acquisitions, LLC
|
Delaware
|
Inland Plano Investments, LLC
|
Delaware
|
Inland Reisterstown SPE I, L.L.C.
|
Delaware
|
Inland Reisterstown SPE II, L.L.C.
|
Delaware
|
Inland Southeast New Britain, L.L.C.
|
Delaware
|
Inland Southeast Stony Creek, L.L.C.
|
Delaware
|
Inland Western Acworth Stilesboro, L.L.C.
|
Delaware
|
Inland Western Avondale McDowell, L.L.C.
|
Delaware
|
Inland Western Bay Shore Gardiner, L.L.C.
|
Delaware
|
Inland Western Bethlehem Saucon Valley Beneficiary, L.L.C.
|
Delaware
|
Inland Western Bethlehem Saucon Valley DST
|
Delaware
|
Inland Western Birmingham Edgemont, L.L.C.
|
Delaware
|
Inland Western Cedar Hill Pleasant Run GP, L.L.C.
|
Delaware
|
Inland Western Cedar Hill Pleasant Run Limited Partnership
|
Illinois
|
Inland Western Charleston North Rivers, L.L.C.
|
Delaware
|
Inland Western Chicago Ashland, L.L.C.
|
Delaware
|
Inland Western Chicago Ashland I, L.L.C.
|
Delaware
|
Inland Western Cocoa Beach Cornerstone, L.L.C.
|
Delaware
|
Inland Western Colesville New Hampshire SPE, L.L.C.
|
Delaware
|
Inland Western Columbia Broad River, L.L.C.
|
Delaware
|
Inland Western Coppell Town GP, L.L.C.
|
Delaware
|
Inland Western Coppell Town Limited Partnership
|
Illinois
|
Inland Western Coram Plaza, L.L.C.
|
Delaware
|
Inland Western Covington Newton Crossroads, L.L.C.
|
Delaware
|
Inland Western Cranberry Beneficiary, L.L.C.
|
Delaware
|
Inland Western Cranberry DST
|
Delaware
|
Inland Western Crossville Main, L.L.C.
|
Delaware
|
Inland Western Cumming Green’s Corner, L.L.C.
|
Delaware
|
Inland Western Cuyahoga Falls, L.L.C.
|
Delaware
|
Inland Western Dallas Lincoln Park GP, L.L.C.
|
Delaware
|
Inland Western Dallas Lincoln Park Limited Partnership
|
Illinois
|
Inland Western Dallas Lincoln Park LP, L.L.C.
|
Delaware
|
Inland Western Dallas Paradise, L.L.C.
|
Delaware
|
Inland Western Danforth, L.L.C.
|
Delaware
|
Inland Western Denton Crossing GP, L.L.C.
|
Delaware
|
Inland Western Denton Crossing Limited Partnership
|
Illinois
|
Inland Western DePere, L.L.C.
|
Delaware
|
Inland Western Duncansville Holliday Beneficiary, L.L.C.
|
Delaware
|
Inland Western Duncansville Holliday DST
|
Delaware
|
Entity
|
Formation
|
Inland Western Easton Forks Town DST
|
Delaware
|
Inland Western El Paso MDS Limited Partnership
|
Illinois
|
Inland Western El Paso MDS LP, L.L.C.
|
Delaware
|
Inland Western Euless GP, L.L.C.
|
Delaware
|
Inland Western Euless Limited Partnership
|
Illinois
|
Inland Western Euless LP, L.L.C.
|
Delaware
|
Inland Western Evans, L.L.C.
|
Delaware
|
Inland Western Fountain Hills Four Peaks, L.L.C.
|
Delaware
|
Inland Western Fresno Blackstone Avenue, L.L.C.
|
Delaware
|
Inland Western Fullerton Metrocenter, L.L.C.
|
Delaware
|
Inland Western Gainesville Village, L.L.C.
|
Delaware
|
Inland Western Glendale, L.L.C.
|
Delaware
|
Inland Western Glendale Outlot D, L.L.C.
|
Delaware
|
Inland Western Glendale Peoria II, L.L.C.
|
Delaware
|
Inland Western Greensburg Commons, L.L.C.
|
Delaware
|
Inland Western Greer Wade Hampton, L.L.C.
|
Delaware
|
Inland Western Gurnee, L.L.C.
|
Delaware
|
Inland Western Heath Southgate, L.L.C.
|
Delaware
|
Inland Western Hickory-Catawba, L.L.C.
|
Delaware
|
Inland Western High Ridge, L.L.C.
|
Delaware
|
Inland Western Houma Magnolia, L.L.C.
|
Delaware
|
Inland Western Houston Sawyer Heights GP, L.L.C.
|
Delaware
|
Inland Western Houston Sawyer Heights Limited Partnership
|
Illinois
|
Inland Western Irmo Station, L.L.C.
|
Delaware
|
Inland Western Irving GP, L.L.C.
|
Delaware
|
Inland Western Irving Limited Partnership
|
Illinois
|
Inland Western Irving LP, L.L.C.
|
Delaware
|
Inland Western Jackson Columns, L.L.C.
|
Delaware
|
Inland Western Jacksonville Race Track Road, L.L.C.
|
Delaware
|
Inland Western JV Henderson Green Valley, L.L.C.
|
Delaware
|
Inland Western Kill Devil Hills Croatan, L.L.C.
|
Delaware
|
Inland Western Lake Mary, L.L.C.
|
Delaware
|
Inland Western Lansing Eastwood (Tenant), L.L.C.
|
Delaware
|
Inland Western Lawrenceville Simonton, L.L.C.
|
Delaware
|
Inland Western Longmont Fox Creek, L.L.C.
|
Delaware
|
Inland Western Marysville, L.L.C.
|
Delaware
|
Inland Western McAllen MDS Limited Partnership
|
Illinois
|
Inland Western McAllen MDS LP, L.L.C.
|
Delaware
|
Inland Western MDS Portfolio, L.L.C.
|
Delaware
|
Inland Western Memphis Winchester, L.L.C.
|
Delaware
|
Inland Western Miami 19th Street, L.L.C.
|
Delaware
|
Inland Western Middletown Brown’s Lane, L.L.C.
|
Delaware
|
Inland Western Milwaukee Midtown, L.L.C.
|
Delaware
|
Inland Western Milwaukee Midtown II, L.L.C.
|
Delaware
|
Inland Western Montevallo Main, L.L.C.
|
Delaware
|
Inland Western Mt. Pleasant Park West, L.L.C.
|
Delaware
|
Inland Western Norman, L.L.C.
|
Delaware
|
Inland Western Ontario 4th Street, L.L.C.
|
Delaware
|
Inland Western Orange 440 Boston, L.L.C.
|
Delaware
|
Inland Western Oswego Douglass, L.L.C.
|
Delaware
|
Inland Western Panama City, L.L.C.
|
Delaware
|
Inland Western Pawtucket Boulevard, L.L.C.
|
Delaware
|
Inland Western Pawtucket Cottage, L.L.C.
|
Delaware
|
Inland Western Phenix City, L.L.C.
|
Delaware
|
Inland Western Phillipsburg Greenwich, L.L.C.
|
Delaware
|
Inland Western Phillipsburg Greenwich II, L.L.C.
|
Delaware
|
Entity
|
Formation
|
Inland Western Phoenix, L.L.C.
|
Delaware
|
Inland Western Placentia, L.L.C.
|
Delaware
|
Inland Western Pottstown GP, L.L.C.
|
Delaware
|
Inland Western Pottstown Limited Partnership
|
Illinois
|
Inland Western Pottstown LP DST
|
Delaware
|
Inland Western Salt Lake City Gateway, L.L.C.
|
Delaware
|
Inland Western Seattle Northgate North, L.L.C.
|
Delaware
|
Inland Western Southlake Corners Kimball GP, L.L.C.
|
Delaware
|
Inland Western Southlake Corners Kimball Limited Partnership
|
Illinois
|
Inland Western Spartanburg, L.L.C.
|
Delaware
|
Inland Western Spartanburg SPE, L.L.C.
|
Delaware
|
Inland Western Spokane Northpointe, L.L.C.
|
Delaware
|
Inland Western Sugar Land Riverpark IIA GP, L.L.C.
|
Delaware
|
Inland Western Sugar Land Riverpark IIA Limited Partnership
|
Illinois
|
Inland Western Sugar Land Riverpark IIA LP, L.L.C.
|
Delaware
|
Inland Western Summerville Azalea Square, L.L.C.
|
Delaware
|
Inland Western Temecula Commons, L.L.C.
|
Delaware
|
Inland Western Thousand Oaks, L.L.C.
|
Delaware
|
Inland Western Traverse City Bison Hollow, L.L.C.
|
Delaware
|
Inland Western Tuscaloosa University, L.L.C.
|
Delaware
|
Inland Western Waco Central GP, L.L.C.
|
Delaware
|
Inland Western Waco Central Limited Partnership
|
Illinois
|
Inland Western Waco Central LP, L.L.C.
|
Delaware
|
Inland Western Wesley Chapel Northwoods, L.L.C.
|
Delaware
|
Inland Western West Allis Greenfield, L.L.C.
|
Delaware
|
Inland Western Woodridge Seven Bridges, L.L.C.
|
Delaware
|
IW JV 2009, LLC
|
Delaware
|
IW Mezz 2009, LLC
|
Delaware
|
IW Mezz 2 2009, LLC
|
Delaware
|
IWR Gateway Central Plant, L.L.C.
|
Delaware
|
IWR Protective Corporation
|
Delaware
|
Lake Mead Crossing, LLC
|
Nevada
|
MS Inland Fund, LLC
|
Delaware
|
RPAI Acquisitions, Inc.
|
Illinois
|
RPAI Advisory Services, Inc.
|
Illinois
|
RPAI Altamonte Springs State Road, L.L.C.
|
Delaware
|
RPAI Arvada, L.L.C.
|
Delaware
|
RPAI Austin Mopac GP, L.L.C.
|
Delaware
|
RPAI Austin Mopac Limited Partnership
|
Illinois
|
RPAI Austin Mopac LP, L.L.C.
|
Delaware
|
RPAI Bakersfield Calloway, L.L.C.
|
Delaware
|
RPAI Bangor Broadway, L.L.C.
|
Delaware
|
RPAI Bangor Parkade, L.L.C.
|
Delaware
|
RPAI Baton Rouge, L.L.C.
|
Delaware
|
RPAI Beekman, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country II, L.L.C.
|
Delaware
|
RPAI Bradenton Beachway, L.L.C.
|
Delaware
|
RPAI Brooklyn Park 93rd Avenue, L.L.C.
|
Delaware
|
RPAI Burleson Wilshire GP, L.L.C.
|
Delaware
|
RPAI Burleson Wilshire Limited Partnership
|
Illinois
|
RPAI Burleson Wilshire LP, L.L.C.
|
Delaware
|
RPAI Butler Kinnelon, L.L.C.
|
Delaware
|
RPAI Canton Paradise, L.L.C.
|
Delaware
|
RPAI Canton Paradise Outlot, L.L.C.
|
Delaware
|
RPAI Cedar Park Town Center, L.L.C.
|
Delaware
|
Entity
|
Formation
|
RPAI Chanilly Crossing, L.L.C.
|
Delaware
|
RPAI Chattanooga Brainerd Road, L.L.C.
|
Delaware
|
RPAI Chicago Brickyard, L.L.C.
|
Delaware
|
RPAI Clear Lake Clear Shores GP, L.L.C.
|
Delaware
|
RPAI Clear Lake Clear Shores Limited Partnership
|
Illinois
|
RPAI Clear Lake Clear Shores LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway GP, L.L.C.
|
Delaware
|
RPAI College Station Gateway Limited Partnership
|
Illinois
|
RPAI College Station Gateway LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway II GP, L.L.C.
|
Delaware
|
RPAI College Station Gateway II Limited Partnership
|
Illinois
|
RPAI College Station Gateway II LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway III, L.L.C.
|
Delaware
|
RPAI Columbus Clifty, L.L.C.
|
Delaware
|
RPAI Columbus Polaris, L.L.C.
|
Delaware
|
RPAI Continental Rave Houston, L.L.C.
|
Delaware
|
RPAI Coppell Town, L.L.C.
|
Delaware
|
RPAI Cypress Mill, L.L.C.
|
Delaware
|
RPAI Cypress Mill GP, L.L.C.
|
Delaware
|
RPAI Cypress Mill Limited Partnership
|
Illinois
|
RPAI Darien, L.L.C.
|
Delaware
|
RPAI Darien SPE, L.L.C.
|
Delaware
|
RPAI Duluth John’s Creek, L.L.C.
|
Delaware
|
RPAI Duluth John’s Creek SPE, L.L.C.
|
Delaware
|
RPAI Falls Church Merrifield, L.L.C.
|
Delaware
|
RPAI Fordham Place Office, L.L.C.
|
Delaware
|
RPAI Fordham Place Retail, L.L.C.
|
Delaware
|
RPAI Fort Mill West Town, L.L.C.
|
Delaware
|
RPAI Fort Myers Page Field, L.L.C.
|
Delaware
|
RPAI Frisco Parkway GP, L.L.C.
|
Delaware
|
RPAI Frisco Parkway Limited Partnership
|
Texas
|
RPAI Frisco Parkway LP, L.L.C.
|
Delaware
|
RPAI Gaithersburg Downtown Crown, L.L.C.
|
Delaware
|
RPAI Galveston Galvez GP, L.L.C.
|
Delaware
|
RPAI Galveston Galvez Limited Partnership
|
Illinois
|
RPAI Galveston Galvez LP, L.L.C.
|
Delaware
|
RPAI Georgetown Rivery GP, L.L.C.
|
Delaware
|
RPAI Georgetown Rivery Limited Partnership
|
Illinois
|
RPAI Georgetown Rivery LP, L.L.C.
|
Delaware
|
RPAI Gilroy I, L.L.C.
|
Delaware
|
RPAI Gilroy II, L.L.C.
|
Delaware
|
RPAI Gloucester Cross Keys, L.L.C.
|
Delaware
|
RPAI Grapevine GP, L.L.C.
|
Delaware
|
RPAI Grapevine Limited Partnership
|
Illinois
|
RPAI Grapevine LP, L.L.C.
|
Delaware
|
RPAI Green Global Gateway, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks Outlot, L.L.C.
|
Delaware
|
RPAI Hartford New Park, L.L.C.
|
Delaware
|
RPAI Hellertown Main Street DST
|
Delaware
|
RPAI HOLDCO Management LLC
|
Delaware
|
RPAI Houma Academy, L.L.C.
|
Delaware
|
RPAI Houston Little York GP, L.L.C.
|
Delaware
|
RPAI Houston Little York Limited Partnership
|
Illinois
|
RPAI Houston New Forest GP, L.L.C.
|
Delaware
|
RPAI Houston New Forest Limited Partnership
|
Illinois
|
Entity
|
Formation
|
RPAI Houston New Forest, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village II GP, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village II Limited Partnership
|
Illinois
|
RPAI Houston Royal Oaks Village II LP, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village III, L.L.C.
|
Delaware
|
RPAI Houston Sawyer Heights, L.L.C.
|
Delaware
|
RPAI Humblewood GP, L.L.C.
|
Delaware
|
RPAI Humblewood Limited Partnership
|
Illinois
|
RPAI Humblewood LP, L.L.C.
|
Delaware
|
RPAI I DST
|
Delaware
|
RPAI II DST
|
Delaware
|
RPAI Issaquah Heritage, L.L.C.
|
Delaware
|
RPAI Jacksonville Southpoint, L.L.C.
|
Delaware
|
RPAI JV Nashville Bellevue, L.L.C.
|
Delaware
|
RPAI Kalamazoo WMU, L.L.C.
|
Delaware
|
RPAI Kalispell Mountain View, L.L.C.
|
Delaware
|
RPAI Kalispell Mountain View II, L.L.C.
|
Delaware
|
RPAI Kansas City, L.L.C.
|
Delaware
|
RPAI Kansas City Stateline, L.L.C.
|
Delaware
|
RPAI King’s Grant GP, L.L.C.
|
Delaware
|
RPAI King’s Grant II GP, L.L.C.
|
Delaware
|
RPAI King’s Grant Limited Partnership
|
Delaware
|
RPAI King’s Grant II Limited Partnership
|
Delaware
|
RPAI Kingsport East Stone, L.L.C.
|
Delaware
|
RPAI Knoxville Corridor Park, L.L.C.
|
Delaware
|
RPAI Knoxville Corridor Park II, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing GP, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing Limited Partnership
|
Illinois
|
RPAI Lake Worth Towne Crossing LP, L.L.C.
|
Delaware
|
RPAI Lakewood, L.L.C.
|
Delaware
|
RPAI Lakewood II, L.L.C.
|
Delaware
|
RPAI Lansing Eastwood, L.L.C.
|
Delaware
|
RPAI Las Vegas Montecito, L.L.C.
|
Delaware
|
RPAI Las Vegas Montecito Outlot, L.L.C.
|
Delaware
|
RPAI Lawrence, L.L.C.
|
Delaware
|
RPAI Lawton Lee Blvd., L.L.C.
|
Delaware
|
RPAI Lebanon 9th Street DST
|
Delaware
|
RPAI Leesburg Fort Evans, L.L.C.
|
Delaware
|
RPAI Lewisville Lakepointe GP, L.L.C.
|
Delaware
|
RPAI Lewisville Lakepointe Limited Partnership
|
Illinois
|
RPAI Lewisville Lakepointe LP, L.L.C.
|
Delaware
|
RPAI Mansfield GP, L.L.C.
|
Delaware
|
RPAI Mansfield Limited Partnership
|
Illinois
|
RPAI Mansfield LP, L.L.C.
|
Delaware
|
RPAI Maple Grove Wedgwood, L.L.C.
|
Delaware
|
RPAI McAllen GP, L.L.C.
|
Delaware
|
RPAI McAllen Limited Partnership
|
Illinois
|
RPAI McAllen LP, L.L.C.
|
Delaware
|
RPAI McDonough Henry Town, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge GP, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge Limited Partnership
|
Illinois
|
RPAI McKinney Stonebridge LP, L.L.C.
|
Delaware
|
RPAI Miami 19th Street II, L.L.C.
|
Delaware
|
RPAI Middletown Fairgrounds Plaza, L.L.C.
|
Delaware
|
RPAI Midland Academy GP, L.L.C.
|
Delaware
|
RPAI Midland Academy Limited Partnership
|
Illinois
|
Entity
|
Formation
|
RPAI Midland Academy LP, L.L.C.
|
Delaware
|
RPAI Moore 19th Street, L.L.C.
|
Delaware
|
RPAI Morristown Crockett, L.L.C.
|
Delaware
|
RPAI New Britain Main, L.L.C.
|
Delaware
|
RPAI New Hartford Orchard, L.L.C.
|
Delaware
|
RPAI New Port Richey Mitchell, L.L.C.
|
Delaware
|
RPAI New York Portfolio, L.L.C.
|
Delaware
|
RPAI Newburgh Crossing, L.L.C.
|
Delaware
|
RPAI Newcastle Coal Creek, L.L.C.
|
Delaware
|
RPAI Newnan Crossing, L.L.C.
|
Delaware
|
RPAI Newnan Crossing II, L.L.C.
|
Delaware
|
RPAI Newport News Jefferson, L.L.C.
|
Delaware
|
RPAI North Attleboro Crossroads, L.L.C.
|
Delaware
|
RPAI North Carolina Sales, Inc.
|
Illinois
|
RPAI North Richland Hills Davis GP, L.L.C.
|
Delaware
|
RPAI North Richland Hills Davis Limited Partnership
|
Illinois
|
RPAI North Richland Hills Davis LP, L.L.C.
|
Delaware
|
RPAI Northport Northwood, L.L.C.
|
Delaware
|
RPAI Northwest Management Corp.
|
Delaware
|
RPAI Northwoods Natural Bridge, L.L.C.
|
Delaware
|
RPAI Oklahoma City Western Avenue, L.L.C.
|
Delaware
|
RPAI Orange 53 Boston, L.L.C.
|
Delaware
|
RPAI Oswego Gerry Centennial, L.L.C.
|
Delaware
|
RPAI Pacific Property Services LLC
|
Delaware
|
RPAI Pelham Manor, L.L.C.
|
Delaware
|
RPAI Pittsburgh William Penn GP, L.L.C.
|
Delaware
|
RPAI Pittsburgh William Penn, L.P.
|
Illinois
|
RPAI Pittsburgh William Penn Member II DST
|
Delaware
|
RPAI Pittsburgh William Penn Partner, L.P.
|
Delaware
|
RPAI Plymouth 5, L.L.C.
|
Delaware
|
RPAI Port Arthur Academy GP, L.L.C.
|
Delaware
|
RPAI Port Arthur Academy Limited Partnership
|
Illinois
|
RPAI Port Arthur Academy LP, L.L.C.
|
Delaware
|
RPAI Poughkeepsie Mid-Hudson, L.L.C.
|
Delaware
|
RPAI Powder Springs Battle Ridge, L.L.C.
|
Delaware
|
RPAI Punxsutawney Mahoning Street DST
|
Delaware
|
RPAI Quakertown GP, L.L.C.
|
Delaware
|
RPAI Quakertown Limited Partnership
|
Illinois
|
RPAI Quakertown LP DST
|
Delaware
|
RPAI Redmond Avondale, L.L.C.
|
Delaware
|
RPAI Round Rock Forest Commons GP, L.L.C.
|
Delaware
|
RPAI Round Rock Forest Commons Limited Partnership
|
Illinois
|
RPAI Round Rock Forest Commons LP, L.L.C.
|
Delaware
|
RPAI Royal Palm Beach Commons, L.L.C.
|
Delaware
|
RPAI Saginaw GP, L.L.C.
|
Delaware
|
RPAI Saginaw Limited Partnership
|
Illinois
|
RPAI Saginaw LP, L.L.C.
|
Delaware
|
RPAI San Antonio Academy GP, L.L.C.
|
Delaware
|
RPAI San Antonio Academy Limited Partnership
|
Illinois
|
RPAI San Antonio Academy LP, L.L.C.
|
Delaware
|
RPAI San Antonio GP, L.L.C.
|
Delaware
|
RPAI San Antonio HQ GP, L.L.C.
|
Delaware
|
RPAI San Antonio Limited Partnershp
|
Illinois
|
RPAI San Antonio HQ LP, L.L.C.
|
Delaware
|
RPAI San Antonio Huebner Oaks GP, L.L.C.
|
Delaware
|
RPAI San Antonio Huebner Oaks Limited Partnership
|
Illinois
|
Entity
|
Formation
|
RPAI San Antonio Huebner Oaks LP, L.L.C.
|
Delaware
|
RPAI San Antonio Limited Partnership
|
Illinois
|
RPAI San Antonio LP, L.L.C.
|
Delaware
|
RPAI San Antonio Military Drive GP, L.L.C.
|
Delaware
|
RPAI San Antonio Military Drive Limited Partnership
|
Illinois
|
RPAI San Antonio Military Drive LP, L.L.C.
|
Delaware
|
RPAI San Antonio Mission GP, L.L.C.
|
Delaware
|
RPAI San Antonio Mission Limited Partnership
|
Illinois
|
RPAI San Antonio Mission LP, L.L.C.
|
Delaware
|
RPAI Santa Fe, L.L.C.
|
Delaware
|
RPAI Saratoga Springs Wilton, L.L.C.
|
Delaware
|
RPAI Schaumburg American Lane, L.L.C.
|
Delaware
|
RPAI Seekonk Power Center, L.L.C.
|
Delaware
|
RPAI Severn, L.L.C.
|
Delaware
|
RPAI Southlake Corners Kimball, L.L.C.
|
Delaware
|
RPAI Southlake GP, L.L.C.
|
Delaware
|
RPAI Southlake Limited Partnership
|
Illinois
|
RPAI Southlake LP, L.L.C.
|
Delaware
|
RPAI Southwest Management Corp.
|
Delaware
|
RPAI Southwest Management LLC
|
Delaware
|
RPAI Springfield Boston, L.L.C.
|
Delaware
|
RPAI Stony Creek II, L.L.C.
|
Delaware
|
RPAI Stroud Commons DST
|
Delaware
|
RPAI Sugar Land Colony GP, L.L.C.
|
Delaware
|
RPAI Sugar Land Colony Limited Partnership
|
Illinois
|
RPAI Sugar Land Colony LP, L.L.C.
|
Delaware
|
RPAI Summerville Azalea Square III GP, L.L.C.
|
Delaware
|
RPAI Summerville Azalea Square III Limited Partnership
|
Tennessee
|
RPAI Summerville Azalea Square III LP, L.L.C.
|
Delaware
|
RPAI Sylacauga Broadway, L.L.C.
|
Delaware
|
RPAI Tallahassee Governor’s One, L.L.C.
|
Delaware
|
RPAI Tampa Walters, L.L.C.
|
Delaware
|
RPAI Temecula Vail, L.L.C.
|
Delaware
|
RPAI Town And Country Manchester, L.L.C.
|
Delaware
|
RPAI Towson Square, L.L.C.
|
Delaware
|
RPAI US Management LLC
|
Delaware
|
RPAI Vienna Tysons, L.L.C.
|
Delaware
|
RPAI Viera Lake Andrew, L.L.C.
|
Delaware
|
RPAI Watauga GP, L.L.C.
|
Delaware
|
RPAI Watauga Limited Partnership
|
Illinois
|
RPAI Watauga LP, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III GP, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III, L.P.
|
Illinois
|
RPAI West Mifflin Century III Member II DST
|
Delaware
|
RPAI West Mifflin Century III Partner, L.P.
|
Delaware
|
RPAI Westbury Merchants Plaza, L.L.C.
|
Delaware
|
RPAI Western Management Corp.
|
Delaware
|
RPAI Westerville Cleveland, L.L.C.
|
Delaware
|
RPAI Williston Maple Tree, L.L.C.
|
Delaware
|
RPAI Winter Springs Red Bug, L.L.C.
|
Delaware
|
RPAI Woodinville Plaza, L.L.C.
|
Delaware
|
RPAI Worcester Lincoln Plaza, L.L.C.
|
Delaware
|
RRP Hecht, LLC
|
Maryland
|
SLTS Grand Avenue II, L.P.
|
Texas
|
SLTS Grand Avenue II GP, L.L.C.
|
Delaware
|
South Billings Center, LLC
|
Delaware
|
Entity
|
Formation
|
The Shops At Legacy (RPAI) GP, L.L.C.
|
Delaware
|
The Shops At Legacy (RPAI) L.P.
|
Illinois
|
The Shops At Legacy (RPAI) Mezz, L.L.C.
|
Delaware
|
Town Square Ventures, L.P.
|
Illinois
|
Town Square Ventures II, L.P.
|
Texas
|
Town Square Ventures II GP, L.L.C.
|
Texas
|
Town Square Ventures III, L.P.
|
Texas
|
Town Square Ventures III GP, L.L.C.
|
Delaware
|
Town Square Ventures III LP, L.L.C.
|
Delaware
|
Town Square Ventures IV, L.P.
|
Texas
|
Town Square Ventures IV GP, L.L.C.
|
Delaware
|
Town Square Ventures IV LP, L.L.C.
|
Delaware
|
Town Square Ventures V, L.P.
|
Texas
|
Town Square Ventures V GP, L.L.C.
|
Delaware
|
Town Square Ventures V LP, L.L.C.
|
Delaware
|
Towson Circle LLC
|
Maryland
|
University Heights University Square, L.L.C.
|
Delaware
|
Western Town Square Ventures GP, L.L.C.
|
Delaware
|
Western Town Square Ventures I GP, L.L.C.
|
Delaware
|
Western Town Square Ventures LP, L.L.C.
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 17, 2016
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ HEATH R. FEAR
|
|
|
|
Heath R. Fear
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 17, 2016
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 17, 2016
|
|
|
By:
|
/s/ HEATH R. FEAR
|
|
|
|
Heath R. Fear
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 17, 2016
|