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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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Neighborhood and community centers
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81
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9,958
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94.2
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%
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94.4
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%
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Power centers
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50
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11,430
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95.8
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%
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96.9
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%
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Lifestyle centers and mixed-use properties
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14
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3,868
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89.7
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%
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90.3
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%
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Total multi-tenant retail
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145
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25,256
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94.2
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%
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94.9
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%
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Single-user retail
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11
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576
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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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156
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25,832
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94.3
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%
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95.0
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%
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Office
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1
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895
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1.1
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%
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44.3
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%
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Total operating portfolio (b)
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157
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26,727
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91.2
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%
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93.3
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%
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(a)
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Includes leases signed but not commenced.
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(b)
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Excludes one multi-tenant retail operating property and one single-user retail operating property classified as held for sale as of
December 31, 2016
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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, high disposable income 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, severe weather or other natural disasters, decreased consumer confidence, industry slowdowns, reduced corporate profits, lack of 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 platforms 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 seismic activity 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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inability to secure necessary zoning or regulatory approvals;
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higher than estimated construction or operating costs, including labor and material costs;
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inability to complete construction on schedule due to a number of factors, including inclement 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, seismic activity or floods);
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significant time lag between commencement and stabilization resulting in delayed returns and greater risks due to fluctuations in the general economy, shifts in demographics and competition;
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decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
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inability to secure key anchor or other tenants at anticipated pace of lease-up or at all; 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 shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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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, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Virginia
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89
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$
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213,990
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51.3
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%
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$
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16.22
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13,903
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53.8
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%
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94.9
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%
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Western Division
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Arizona, California, Colorado, Illinois, Louisiana, New Mexico, Oklahoma, Texas, Washington
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67
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202,917
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48.7
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%
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18.15
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11,929
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46.2
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%
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93.7
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%
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Total retail operating portfolio
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156
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416,907
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100.0
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%
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17.11
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25,832
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100.0
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%
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94.3
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%
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Office
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1
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69
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7.01
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895
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1.1
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%
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Total operating portfolio (c)
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157
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$
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416,976
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$
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17.11
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26,727
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91.2
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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, 2016
. Including leases signed but not commenced, our retail operating portfolio and our consolidated operating portfolio were 95.0% and 93.3% leased, respectively, as of
December 31, 2016
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(c)
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Excludes one multi-tenant retail operating property and one single-user retail operating property classified as held for sale as of
December 31, 2016
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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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Best Buy Co., Inc.
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Best Buy, Pacific Sales
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20
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$
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12,219
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2.9
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%
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$
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15.53
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787
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3.2
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%
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Ahold U.S.A. Inc.
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Giant Foods, Stop & Shop, Martin's
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9
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11,006
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2.6
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%
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19.87
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554
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2.3
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%
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Ross Stores, Inc.
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Ross Dress for Less
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30
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9,752
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2.3
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%
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11.04
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883
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3.6
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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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33
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9,406
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2.3
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%
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9.95
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945
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3.9
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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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24
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8,434
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2.0
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%
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13.43
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628
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2.6
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%
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PetSmart, Inc.
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26
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7,993
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1.9
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%
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14.91
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536
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2.2
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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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1.7
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%
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31.56
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219
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0.9
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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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8
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6,134
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1.5
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%
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13.19
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465
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1.9
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%
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Michaels Stores, Inc.
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Michaels, Aaron Brothers Art & Frame
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23
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6,108
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1.5
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%
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11.86
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515
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2.1
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%
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The Gap, Inc.
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Old Navy, Banana Republic, The Gap, Gap Factory Store, Athleta
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26
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5,396
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1.3
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%
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16.35
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330
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1.4
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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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9
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5,325
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1.3
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%
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13.55
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393
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1.6
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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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10
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5,289
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1.3
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%
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10.02
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528
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2.2
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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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47
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5,182
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1.2
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%
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20.32
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255
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1.0
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%
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Pier 1 Imports, Inc.
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24
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4,970
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1.2
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%
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20.45
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243
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1.0
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%
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Publix Super Markets Inc.
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11
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4,964
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1.2
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%
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10.65
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466
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1.9
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%
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Office Depot, Inc.
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Office Depot, OfficeMax
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17
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4,953
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1.2
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%
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14.19
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349
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1.4
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%
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Lowe’s Companies, Inc.
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6
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4,790
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1.1
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%
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6.44
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744
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3.1
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%
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BJ’s Wholesale Club, Inc.
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2
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4,609
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1.1
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%
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18.81
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245
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1.0
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%
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Party City Holdings Inc.
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23
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4,496
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1.1
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%
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14.50
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310
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|
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1.3
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%
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Mattress Firm Holding Corp.
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Mattress Firm, Sleepy’s
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30
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|
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4,257
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|
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1.0
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%
|
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28.57
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|
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149
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|
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0.6
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%
|
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Total Top Retail Tenants
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380
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$
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132,194
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31.7
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%
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$
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13.85
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9,544
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39.2
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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
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
|
|
% of
Occupied
GLA
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||||||||
2017 (a)
|
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356
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|
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$
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25,470
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|
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6.2
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%
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$
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18.51
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|
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1,376
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|
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5.6
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%
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2018
|
|
472
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|
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52,328
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|
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12.5
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%
|
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19.17
|
|
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2,729
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|
|
11.2
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%
|
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2019
|
|
533
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|
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69,138
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16.6
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%
|
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18.76
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|
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3,685
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|
|
15.1
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%
|
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2020
|
|
379
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|
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47,443
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11.4
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%
|
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15.97
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|
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2,971
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|
|
12.2
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%
|
||
2021
|
|
339
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|
|
50,077
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|
|
12.0
|
%
|
|
18.05
|
|
|
2,775
|
|
|
11.4
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%
|
||
2022
|
|
199
|
|
|
40,206
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|
|
9.6
|
%
|
|
14.34
|
|
|
2,804
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|
|
11.6
|
%
|
||
2023
|
|
117
|
|
|
25,364
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|
|
6.0
|
%
|
|
15.36
|
|
|
1,651
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|
|
6.7
|
%
|
||
2024
|
|
161
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|
|
30,299
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|
|
7.3
|
%
|
|
16.14
|
|
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1,877
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|
|
7.7
|
%
|
||
2025
|
|
105
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|
|
23,282
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|
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5.6
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%
|
|
16.51
|
|
|
1,410
|
|
|
5.8
|
%
|
||
2026
|
|
89
|
|
|
16,640
|
|
|
4.0
|
%
|
|
18.74
|
|
|
888
|
|
|
3.7
|
%
|
||
Thereafter
|
|
80
|
|
|
35,265
|
|
|
8.5
|
%
|
|
16.51
|
|
|
2,136
|
|
|
8.7
|
%
|
||
Month-to-month
|
|
22
|
|
|
1,395
|
|
|
0.3
|
%
|
|
20.82
|
|
|
67
|
|
|
0.3
|
%
|
||
Total
|
|
2,852
|
|
|
$
|
416,907
|
|
|
100.0
|
%
|
|
$
|
17.11
|
|
|
24,369
|
|
|
100.0
|
%
|
(a)
|
Excludes month-to-month leases.
|
|
|
Sales Price
|
|
Dividends
per Share
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
2016
|
|
|
|
|
|
|
||||||
Fourth Quarter
|
|
$
|
16.97
|
|
|
$
|
14.42
|
|
|
$
|
0.165625
|
|
Third Quarter
|
|
$
|
17.78
|
|
|
$
|
16.29
|
|
|
$
|
0.165625
|
|
Second Quarter
|
|
$
|
17.00
|
|
|
$
|
15.55
|
|
|
$
|
0.165625
|
|
First Quarter
|
|
$
|
16.09
|
|
|
$
|
14.02
|
|
|
$
|
0.165625
|
|
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
|
|
|
|
2016
|
|
2015
|
||||
Ordinary dividends
|
|
$
|
0.449528
|
|
|
$
|
0.499116
|
|
Non-dividend distributions
|
|
0.212972
|
|
|
0.163384
|
|
||
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, 2016 to October 31, 2016
|
|
1
|
|
|
$
|
15.99
|
|
|
—
|
|
|
$
|
250,000
|
|
November 1, 2016 to November 30, 2016
|
|
505
|
|
|
$
|
14.92
|
|
|
505
|
|
|
$
|
242,454
|
|
December 1, 2016 to December 31, 2016
|
|
105
|
|
|
$
|
15.06
|
|
(b)
|
86
|
|
|
$
|
241,159
|
|
Total
|
|
611
|
|
|
$
|
14.94
|
|
|
591
|
|
|
$
|
241,159
|
|
(a)
|
As disclosed on the Form 8-K dated December 15, 2015, represents the amount outstanding under our $250,000 common stock repurchase program, which has no scheduled expiration date.
|
(b)
|
Under the repurchase program, the average repurchase price per share was $14.99 for the period from December 1, 2016 to December 31, 2016.
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net investment properties
|
|
$
|
4,056,173
|
|
|
$
|
4,254,647
|
|
|
$
|
4,314,905
|
|
|
$
|
4,474,044
|
|
|
$
|
4,687,091
|
|
Total assets
|
|
$
|
4,452,973
|
|
|
$
|
4,621,251
|
|
|
$
|
4,787,989
|
|
|
$
|
4,858,518
|
|
|
$
|
5,212,544
|
|
Total debt
|
|
$
|
1,997,925
|
|
|
$
|
2,166,238
|
|
|
$
|
2,318,735
|
|
|
$
|
2,280,587
|
|
|
$
|
2,567,206
|
|
Total shareholders’ equity
|
|
$
|
2,152,086
|
|
|
$
|
2,155,337
|
|
|
$
|
2,187,881
|
|
|
$
|
2,307,340
|
|
|
$
|
2,374,259
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
583,143
|
|
|
$
|
603,960
|
|
|
$
|
600,614
|
|
|
$
|
551,508
|
|
|
$
|
531,171
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
224,430
|
|
|
214,706
|
|
|
215,966
|
|
|
222,710
|
|
|
208,658
|
|
|||||
Other
|
|
232,567
|
|
|
248,184
|
|
|
282,003
|
|
|
251,277
|
|
|
187,949
|
|
|||||
Total expenses
|
|
456,997
|
|
|
462,890
|
|
|
497,969
|
|
|
473,987
|
|
|
396,607
|
|
|||||
Operating income
|
|
126,146
|
|
|
141,070
|
|
|
102,645
|
|
|
77,521
|
|
|
134,564
|
|
|||||
Gain on extinguishment of debt
|
|
13,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,879
|
|
|||||
Gain on extinguishment of other liabilities
|
|
6,978
|
|
|
—
|
|
|
4,258
|
|
|
—
|
|
|
—
|
|
|||||
Equity in loss of unconsolidated joint ventures, net
|
|
—
|
|
|
—
|
|
|
(2,088
|
)
|
|
(1,246
|
)
|
|
(6,307
|
)
|
|||||
Gain on sale of joint venture interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,499
|
|
|
—
|
|
|||||
Gain on change in control of investment properties
|
|
—
|
|
|
—
|
|
|
24,158
|
|
|
5,435
|
|
|
—
|
|
|||||
Interest expense
|
|
(109,730
|
)
|
|
(138,938
|
)
|
|
(133,835
|
)
|
|
(146,805
|
)
|
|
(171,295
|
)
|
|||||
Other non-operating income, net
|
|
63
|
|
|
1,700
|
|
|
5,459
|
|
|
4,741
|
|
|
24,791
|
|
|||||
Income (loss) from continuing operations
|
|
37,110
|
|
|
3,832
|
|
|
597
|
|
|
(42,855
|
)
|
|
(14,368
|
)
|
|||||
Income from discontinued operations, net
|
|
—
|
|
|
—
|
|
|
507
|
|
|
50,675
|
|
|
6,078
|
|
|||||
Gain on sales of investment properties, net
|
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
7,843
|
|
|||||
Net income (loss)
|
|
166,817
|
|
|
125,624
|
|
|
43,300
|
|
|
13,626
|
|
|
(447
|
)
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to the Company
|
|
166,817
|
|
|
125,096
|
|
|
43,300
|
|
|
13,626
|
|
|
(447
|
)
|
|||||
Preferred stock dividends
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(263
|
)
|
|||||
Net income (loss) attributable to common shareholders
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
4,176
|
|
|
$
|
(710
|
)
|
Earnings (loss) per common share – basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|
0.03
|
|
|||||
Net income per common share attributable to
common shareholders
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared – preferred
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
|
$
|
9,713
|
|
|
$
|
—
|
|
Distributions declared per preferred share
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.80
|
|
|
$
|
—
|
|
Distributions declared – common
|
|
$
|
157,168
|
|
|
$
|
157,173
|
|
|
$
|
156,742
|
|
|
$
|
155,616
|
|
|
$
|
146,769
|
|
Distributions declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
Cash flows provided by operating activities
|
|
$
|
263,748
|
|
|
$
|
265,813
|
|
|
$
|
254,014
|
|
|
$
|
239,632
|
|
|
$
|
167,085
|
|
Cash flows provided by investing activities
|
|
$
|
17,537
|
|
|
$
|
25,288
|
|
|
$
|
77,900
|
|
|
$
|
103,212
|
|
|
$
|
471,829
|
|
Cash flows used in financing activities
|
|
$
|
(279,590
|
)
|
|
$
|
(351,969
|
)
|
|
$
|
(277,812
|
)
|
|
$
|
(422,723
|
)
|
|
$
|
(636,854
|
)
|
Weighted average number of common shares outstanding – basic
|
|
236,651
|
|
|
236,380
|
|
|
236,184
|
|
|
234,134
|
|
|
220,464
|
|
|||||
Weighted average number of common shares outstanding – diluted
|
|
236,951
|
|
|
236,382
|
|
|
236,187
|
|
|
234,134
|
|
|
220,464
|
|
•
|
economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
|
•
|
economic and other developments in our target markets 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;
|
•
|
our leverage;
|
•
|
our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
|
•
|
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 and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
|
•
|
risks generally associated with redevelopment, including the impact of construction delays and cost overruns, our ability to lease redeveloped space and our ability to identify and pursue redevelopment opportunities;
|
•
|
composition of members of our senior management team;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
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
|
|
|
|
|
|
|
|
|
|
|||
Neighborhood and community centers
|
|
81
|
|
|
9,958
|
|
|
94.2
|
%
|
|
94.4
|
%
|
Power centers
|
|
50
|
|
|
11,430
|
|
|
95.8
|
%
|
|
96.9
|
%
|
Lifestyle centers and mixed-use properties
|
|
14
|
|
|
3,868
|
|
|
89.7
|
%
|
|
90.3
|
%
|
Total multi-tenant retail
|
|
145
|
|
|
25,256
|
|
|
94.2
|
%
|
|
94.9
|
%
|
Single-user retail
|
|
11
|
|
|
576
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating portfolio
|
|
156
|
|
|
25,832
|
|
|
94.3
|
%
|
|
95.0
|
%
|
Office
|
|
1
|
|
|
895
|
|
|
1.1
|
%
|
|
44.3
|
%
|
Total operating portfolio (b)
|
|
157
|
|
|
26,727
|
|
|
91.2
|
%
|
|
93.3
|
%
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes one multi-tenant retail operating property and one single-user retail operating property classified as held for sale as of
December 31, 2016
.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area (MSA)
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 15, 2016
|
|
Shoppes at Hagerstown (a)
|
|
Hagerstown
|
|
Multi-tenant retail
|
|
113,000
|
|
|
$
|
27,055
|
|
January 15, 2016
|
|
Merrifield Town Center II (a)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
76,000
|
|
|
45,676
|
|
|
March 29, 2016
|
|
Oak Brook Promenade
|
|
Chicago
|
|
Multi-tenant retail
|
|
183,200
|
|
|
65,954
|
|
|
April 1, 2016
|
|
The Shoppes at Union Hill (b)
|
|
New York
|
|
Multi-tenant retail
|
|
91,700
|
|
|
63,060
|
|
|
April 29, 2016
|
|
Ashland & Roosevelt – Fee Interest (c)
|
|
Chicago
|
|
Ground lease interest (c)
|
|
—
|
|
|
13,850
|
|
|
May 5, 2016
|
|
Tacoma South
|
|
Seattle
|
|
Multi-tenant retail
|
|
230,700
|
|
|
39,400
|
|
|
June 15, 2016
|
|
Eastside
|
|
Dallas
|
|
Multi-tenant retail
|
|
67,100
|
|
|
23,842
|
|
|
August 30, 2016
|
|
Woodinville Plaza – Anchor Space
Improvements (d)
|
|
Seattle
|
|
Anchor space improvements (d)
|
|
—
|
|
|
4,500
|
|
|
November 22, 2016
|
|
One Loudoun Downtown – Phase I (e)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
340,600
|
|
|
124,971
|
|
|
|
|
|
|
|
|
|
|
1,102,300
|
|
|
$
|
408,308
|
|
(a)
|
These properties were acquired as a two-property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet.
|
(b)
|
In conjunction with this acquisition, we assumed mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031.
|
(c)
|
We acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Chicago, Illinois, which was previously subject to a ground lease with a third party. In conjunction with this transaction, we reversed the straight-line ground rent liability of $6,978, which is reflected as “Gain on extinguishment of other liabilities” in the accompanying consolidated statements of operations and other comprehensive income.
|
(d)
|
We acquired the anchor space improvements, which were previously subject to a ground lease with us, at an existing wholly-owned multi-tenant retail operating property located in Woodinville, Washington.
|
(e)
|
The remaining phases at One Loudoun Downtown, representing an aggregate gross purchase price of up to $35,500, are expected to close throughout the first three quarters of 2017 as the seller completes construction on stand-alone buildings at the property.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
February 1, 2016
|
|
The Gateway (a)
|
|
Multi-tenant retail
|
|
623,200
|
|
|
$
|
75,000
|
|
February 10, 2016
|
|
Stateline Station
|
|
Multi-tenant retail
|
|
142,600
|
|
|
17,500
|
|
|
March 30, 2016
|
|
Six Property Portfolio (b)
|
|
Single-user retail
|
|
230,400
|
|
|
35,413
|
|
|
April 20, 2016
|
|
CVS Pharmacy – Oklahoma City
|
|
Single-user retail
|
|
10,900
|
|
|
4,676
|
|
|
June 2, 2016
|
|
Rite Aid Store (Eckerd) – Canandaigua
& Tim Horton Donut Shop (c)
|
|
Single-user retail
|
|
16,600
|
|
|
5,400
|
|
|
June 15, 2016
|
|
Academy Sports – Midland
|
|
Single-user retail
|
|
61,200
|
|
|
5,541
|
|
|
June 23, 2016
|
|
Four Rite Aid Portfolio (d)
|
|
Single-user retail
|
|
45,400
|
|
|
15,934
|
|
|
July 8, 2016
|
|
Broadway Shopping Center
|
|
Multi-tenant retail
|
|
190,300
|
|
|
20,500
|
|
|
July 21, 2016
|
|
Mid-Hudson Center
|
|
Multi-tenant retail
|
|
235,600
|
|
|
27,500
|
|
|
July 27, 2016
|
|
Rite Aid Store (Eckerd), Main St. – Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,388
|
|
|
July 29, 2016
|
|
Rite Aid Store (Eckerd) – Lancaster
|
|
Single-user retail
|
|
10,900
|
|
|
3,425
|
|
|
August 4, 2016
|
|
Alison’s Corner
|
|
Multi-tenant retail
|
|
55,100
|
|
|
7,850
|
|
|
August 5, 2016
|
|
Rite Aid Store (Eckerd) – Lake Ave.
|
|
Single-user retail
|
|
13,200
|
|
|
5,400
|
|
|
August 12, 2016
|
|
Maple Tree Place
|
|
Multi-tenant retail
|
|
489,000
|
|
|
90,000
|
|
|
August 12, 2016
|
|
CVS Pharmacy – Burleson
|
|
Single-user retail
|
|
10,900
|
|
|
4,190
|
|
|
August 18, 2016
|
|
Mitchell Ranch Plaza
|
|
Multi-tenant retail
|
|
199,600
|
|
|
55,625
|
|
|
August 22, 2016
|
|
Rite Aid Store (Eckerd), E. Main St. – Batavia
|
|
Single-user retail
|
|
13,800
|
|
|
5,050
|
|
|
September 9, 2016
|
|
Rite Aid Store (Eckerd) – Lockport
|
|
Single-user retail
|
|
13,800
|
|
|
4,690
|
|
|
September 9, 2016
|
|
Rite Aid Store (Eckerd), Ferry St. – Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,600
|
|
|
November 9, 2016
|
|
Walgreens – Northwoods
|
|
Single-user retail
|
|
16,300
|
|
|
6,450
|
|
|
November 23, 2016
|
|
Ten Rite Aid Portfolio (e)
|
|
Single-user retail
|
|
119,700
|
|
|
30,000
|
|
|
December 8, 2016
|
|
Vail Ranch Plaza
|
|
Multi-tenant retail
|
|
101,800
|
|
|
27,450
|
|
|
December 15, 2016
|
|
Pacheco Pass Phase I & II
|
|
Multi-tenant retail
|
|
194,300
|
|
|
41,500
|
|
|
December 16, 2016
|
|
South Billings Center (f)
|
|
Development (f)
|
|
—
|
|
|
2,250
|
|
|
December 22, 2016
|
|
Rite Aid Store (Eckerd) – Colesville
|
|
Single-user retail
|
|
13,400
|
|
|
7,700
|
|
|
December 29, 2016
|
|
Commons at Royal Palm
|
|
Multi-tenant retail
|
|
156,500
|
|
|
23,700
|
|
|
December 30, 2016
|
|
CVS Pharmacy (Eckerd) – Edmond &
CVS Pharmacy (Eckerd) – Norman (g)
|
|
Single-user retail
|
|
27,600
|
|
|
10,630
|
|
|
|
|
|
|
|
|
3,013,900
|
|
|
$
|
540,362
|
|
(a)
|
The property was disposed of through a lender-directed sale in full satisfaction of our $94,353 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. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
|
(b)
|
Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean.
|
(c)
|
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua and Tim Horton Donut Shop were negotiated as a single transaction.
|
(d)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, (iii) Rite Aid Store (Eckerd), Union Rd. – West Seneca and (iv) Rite Aid Store (Eckerd) – Greece.
|
(e)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Chattanooga, (ii) Rite Aid Store (Eckerd) – Yorkshire, (iii) Rite Aid Store (Eckerd), Sheridan Dr. – Amherst, (iv) Rite Aid Store (Eckerd) – Grand Island, (v) Rite Aid Store (Eckerd) – North Chili, (vi) Rite Aid Store (Eckerd) – Tonawanda, (vii) Rite Aid Store (Eckerd) – Irondequoit, (viii) Rite Aid Store (Eckerd) – Hudson, (ix) Rite Aid Store (Eckerd), Transit Rd. – Amherst and (x) Rite Aid Store (Eckerd), Harlem Rd. – West Seneca.
|
(f)
|
South Billings Center was classified as a development property but was not under active development.
|
(g)
|
The terms of the disposition of CVS Pharmacy (Eckerd) – Edmond and CVS Pharmacy (Eckerd) – Norman were negotiated as a single transaction.
|
Property Type/Market
|
|
Number of
Properties
|
|
ABR (a)
|
|
% of Total
Multi-Tenant
Retail ABR (a)
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA (a)
|
|
% of Total
Multi-Tenant
Retail GLA (a)
|
|
Occupancy
|
|
% Leased
Including
Signed
|
||||||||||
Multi-Tenant Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Target Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas, Texas
|
|
20
|
|
|
$
|
82,265
|
|
|
20.4
|
%
|
|
$
|
21.56
|
|
|
4,098
|
|
|
16.2
|
%
|
|
93.1
|
%
|
|
93.4
|
%
|
Washington, D.C. /
Baltimore, Maryland
|
|
13
|
|
|
49,935
|
|
|
12.4
|
%
|
|
21.83
|
|
|
2,611
|
|
|
10.3
|
%
|
|
87.6
|
%
|
|
88.5
|
%
|
||
New York, New York
|
|
8
|
|
|
34,091
|
|
|
8.4
|
%
|
|
27.69
|
|
|
1,260
|
|
|
5.0
|
%
|
|
97.7
|
%
|
|
98.0
|
%
|
||
Chicago, Illinois
|
|
6
|
|
|
20,117
|
|
|
5.0
|
%
|
|
19.72
|
|
|
1,076
|
|
|
4.3
|
%
|
|
94.8
|
%
|
|
95.0
|
%
|
||
Seattle, Washington
|
|
8
|
|
|
19,514
|
|
|
4.8
|
%
|
|
14.32
|
|
|
1,473
|
|
|
5.8
|
%
|
|
92.5
|
%
|
|
94.6
|
%
|
||
Atlanta, Georgia
|
|
9
|
|
|
19,385
|
|
|
4.8
|
%
|
|
12.97
|
|
|
1,513
|
|
|
6.0
|
%
|
|
98.8
|
%
|
|
98.8
|
%
|
||
Houston, Texas
|
|
9
|
|
|
15,423
|
|
|
3.8
|
%
|
|
14.08
|
|
|
1,141
|
|
|
4.5
|
%
|
|
96.0
|
%
|
|
96.2
|
%
|
||
San Antonio, Texas
|
|
3
|
|
|
11,630
|
|
|
2.8
|
%
|
|
16.29
|
|
|
724
|
|
|
2.9
|
%
|
|
98.6
|
%
|
|
98.6
|
%
|
||
Phoenix, Arizona
|
|
3
|
|
|
10,015
|
|
|
2.5
|
%
|
|
17.17
|
|
|
632
|
|
|
2.5
|
%
|
|
92.3
|
%
|
|
92.3
|
%
|
||
Austin, Texas
|
|
4
|
|
|
5,199
|
|
|
1.3
|
%
|
|
15.99
|
|
|
350
|
|
|
1.4
|
%
|
|
92.9
|
%
|
|
92.9
|
%
|
||
Subtotal
|
|
83
|
|
|
267,574
|
|
|
66.2
|
%
|
|
19.21
|
|
|
14,878
|
|
|
58.9
|
%
|
|
93.6
|
%
|
|
94.1
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Top 50 MSAs
|
|
25
|
|
|
51,626
|
|
|
12.8
|
%
|
|
15.36
|
|
|
3,587
|
|
|
14.2
|
%
|
|
93.7
|
%
|
|
96.0
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subtotal Target Markets
and Top 50 MSAs
|
|
108
|
|
|
319,200
|
|
|
79.0
|
%
|
|
18.47
|
|
|
18,465
|
|
|
73.1
|
%
|
|
93.6
|
%
|
|
94.5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Other
|
|
37
|
|
|
84,884
|
|
|
21.0
|
%
|
|
13.06
|
|
|
6,791
|
|
|
26.9
|
%
|
|
95.7
|
%
|
|
95.9
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
145
|
|
|
404,084
|
|
|
100.0
|
%
|
|
16.98
|
|
|
25,256
|
|
|
100.0
|
%
|
|
94.2
|
%
|
|
94.9
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
11
|
|
|
12,823
|
|
|
|
|
22.26
|
|
|
576
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Retail
|
|
156
|
|
|
416,907
|
|
|
|
|
17.11
|
|
|
25,832
|
|
|
|
|
94.3
|
%
|
|
95.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
1
|
|
|
69
|
|
|
|
|
7.01
|
|
|
895
|
|
|
|
|
1.1
|
%
|
|
44.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Portfolio (b)
|
|
157
|
|
|
$
|
416,976
|
|
|
|
|
$
|
17.11
|
|
|
26,727
|
|
|
|
|
91.2
|
%
|
|
93.3
|
%
|
(a)
|
Excludes $7,857 of multi-tenant retail ABR and 816 square feet of multi-tenant retail GLA attributable to our two active redevelopments, which are located in the Washington, D.C./Baltimore MSA. Including these amounts, 66.9% of our multi-tenant retail ABR and 60.2% of our multi-tenant retail GLA is located in our target markets.
|
(b)
|
Excludes one multi-tenant retail operating property and one single-user retail operating property classified as held for sale as of
December 31, 2016
.
|
|
|
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) (b)
|
|
Weighted
Average
Lease Term
|
|
Tenant
Allowances
PSF
|
||||||||||
Comparable Renewal Leases
|
|
372
|
|
|
2,321
|
|
|
$
|
19.65
|
|
|
$
|
18.43
|
|
|
6.62
|
%
|
|
4.75
|
|
|
$
|
1.29
|
|
Comparable New Leases
|
|
54
|
|
|
335
|
|
|
18.20
|
|
|
16.00
|
|
|
13.75
|
%
|
|
9.53
|
|
|
31.50
|
|
|||
Non-Comparable New and Renewal Leases (c)
|
|
114
|
|
|
676
|
|
|
14.04
|
|
|
N/A
|
|
|
N/A
|
|
|
7.67
|
|
|
18.07
|
|
|||
Total
|
|
540
|
|
|
3,332
|
|
|
$
|
19.47
|
|
|
$
|
18.12
|
|
|
7.45
|
%
|
|
5.68
|
|
|
$
|
7.73
|
|
(a)
|
Total excludes the impact of Non-Comparable New and Renewal Leases.
|
(b)
|
Excluding the impact from eight Rite Aid leases executed in the first quarter that were extended to effectuate the planned 2016 disposition of these single-user assets, all of which were sold during the second and third quarters, combined comparable re-leasing spreads were approximately 7.8% and comparable renewal re-leasing spreads were approximately 7.0% over previous rental rates for the year ended
December 31, 2016
.
|
(c)
|
Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and the current lease do not have a consistent lease structure.
|
•
|
issued $100,000 of 10-year 4.08% senior unsecured notes and $100,000 of 12-year 4.24% senior unsecured notes in private placement transactions pursuant to a note purchase agreement we entered into with certain institutional investors;
|
•
|
closed on a seven-year $200,000 unsecured term loan, which funded on January 3, 2017;
|
•
|
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, consisting of a $750,000 unsecured revolving line of credit and two unsecured term loans totaling $450,000 (Unsecured Credit Facility);
|
•
|
repaid $14,000, net of borrowings, on our unsecured revolving line of credit;
|
•
|
repurchased
591
shares of our common stock at an average price per share of
$14.93
for a total of
$8,841
, resulting in
$241,159
remaining available under our $250,000 common stock repurchase program;
|
•
|
entered into the following interest rate swaps that terminate on December 31, 2017: (i) $100,000 interest rate swap that effectively converts one-month floating rate London Interbank Offered Rate (LIBOR) to a fixed rate of 0.6591% and (ii) $150,000 interest rate swap that effectively converts one-month floating rate LIBOR to a fixed rate of 0.6735%. We previously had a $300,000 interest rate swap that matured on February 24, 2016;
|
•
|
repaid or defeased mortgages payable totaling
$263,548
and made scheduled principal payments of
$13,180
related to amortizing loans. One of the mortgages repaid, with a principal balance of $7,750 at maturity, had been swapped to a fixed rate and we had guaranteed a portion of the outstanding balance. Upon repayment of the mortgage on its scheduled maturity date, the interest rate swap expired and our guarantee was extinguished;
|
•
|
disposed of The Gateway through a lender-directed sale in full satisfaction of our $94,353 mortgage obligation; and
|
•
|
assumed a mortgage payable with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031 in conjunction with the acquisition of The Shoppes at Union Hill.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
455,658
|
|
|
$
|
472,344
|
|
|
$
|
(16,686
|
)
|
Tenant recovery income
|
118,569
|
|
|
119,536
|
|
|
(967
|
)
|
|||
Other property income
|
8,916
|
|
|
12,080
|
|
|
(3,164
|
)
|
|||
Total revenues
|
583,143
|
|
|
603,960
|
|
|
(20,817
|
)
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
85,895
|
|
|
94,780
|
|
|
(8,885
|
)
|
|||
Real estate taxes
|
81,774
|
|
|
82,810
|
|
|
(1,036
|
)
|
|||
Depreciation and amortization
|
224,430
|
|
|
214,706
|
|
|
9,724
|
|
|||
Provision for impairment of investment properties
|
20,376
|
|
|
19,937
|
|
|
439
|
|
|||
General and administrative expenses
|
44,522
|
|
|
50,657
|
|
|
(6,135
|
)
|
|||
Total expenses
|
456,997
|
|
|
462,890
|
|
|
(5,893
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
126,146
|
|
|
141,070
|
|
|
(14,924
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on extinguishment of debt
|
13,653
|
|
|
—
|
|
|
13,653
|
|
|||
Gain on extinguishment of other liabilities
|
6,978
|
|
|
—
|
|
|
6,978
|
|
|||
Interest expense
|
(109,730
|
)
|
|
(138,938
|
)
|
|
29,208
|
|
|||
Other income, net
|
63
|
|
|
1,700
|
|
|
(1,637
|
)
|
|||
Income from continuing operations
|
37,110
|
|
|
3,832
|
|
|
33,278
|
|
|||
Gain on sales of investment properties
|
129,707
|
|
|
121,792
|
|
|
7,915
|
|
|||
Net income
|
166,817
|
|
|
125,624
|
|
|
41,193
|
|
|||
Net income attributable to noncontrolling interest
|
—
|
|
|
(528
|
)
|
|
528
|
|
|||
Net income attributable to the Company
|
166,817
|
|
|
125,096
|
|
|
41,721
|
|
|||
Preferred stock dividends
|
(9,450
|
)
|
|
(9,450
|
)
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
41,721
|
|
•
|
a
$29,208
decrease in interest expense primarily consisting of:
|
•
|
a $21,387 decrease in interest on mortgages payable due to a reduction in mortgage debt; and
|
•
|
a $12,582 decrease in prepayment penalties and defeasance premiums;
|
•
|
a $2,184 increase in interest on our Unsecured Credit Facility primarily due to higher average balances on our unsecured revolving line of credit and higher LIBOR interest rates;
|
•
|
a $1,944 increase in interest due to a full year of interest expense from our 4.00% senior unsecured notes due 2025 (Notes Due 2025), which were issued in March 2015; and
|
•
|
a $1,020 increase in interest from our 4.08% senior unsecured notes due 2026 (Notes Due 2026), which were issued in September 2016;
|
•
|
a $13,653 gain on extinguishment of debt recognized during the year ended
December 31, 2016
associated with the disposition of The Gateway through a lender-directed sale in full satisfaction of our mortgage obligation. No such gain was recorded during the year ended
December 31, 2015
;
|
•
|
an $8,954 decrease in operating expenses and real estate taxes, net of tenant recovery income, primarily as a result of the operating properties sold during 2015 and 2016 or classified as held for sale as of
December 31, 2016
and the impact from our same store portfolio, partially offset by an increase from our one remaining office property;
|
•
|
a
$7,915
increase in gain on sales of investment properties related to the sales of 46 investment properties and one single-user outparcel, representing approximately 3,013,900 square feet of GLA, during the year ended
December 31, 2016
compared to the sales of 26 investment properties, representing approximately 3,917,200 square feet of GLA, during the year ended
December 31, 2015
;
|
•
|
a $6,978 gain on extinguishment of other liabilities recognized during the year ended
December 31, 2016
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 the straight-line ground rent liability associated with the ground lease; and
|
•
|
a $6,135 decrease in general and administrative expenses primarily consisting of executive and realignment separation charges of $4,730 incurred during the year ended December 31, 2015, which were not present in 2016, and a $1,521 decrease in executive and employee bonus expense. During 2017, we expect to incur approximately $42,000 to $44,000 of general and administrative expenses;
|
•
|
a
$16,686
decrease in rental income primarily consisting of a $16,324 decrease in base rent resulting from the operating properties sold during 2015 and 2016 or classified as held for sale as of
December 31, 2016
, along with our redevelopment properties and our one remaining office property, partially offset by an increase from the operating properties acquired during 2015 and 2016 and growth from our same store portfolio;
|
•
|
a $9,724 increase in depreciation and amortization primarily attributable to the write-off of assets taken out of service at two redevelopment properties during the year ended December 31, 2016; and
|
•
|
a $3,164 decrease in other property income primarily as a result of the operating properties sold during 2015 and 2016 or classified as held for sale as of
December 31, 2016
, along with our same store portfolio and our redevelopment properties, partially offset by an increase from the operating properties acquired during 2015 and 2016.
|
•
|
the removal of 44 same store investment properties sold during the year ended
December 31, 2016
;
|
•
|
the removal of two same store investment properties classified as held for sale as of
December 31, 2016
;
|
•
|
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 2016; and
|
•
|
the removal of our one remaining office property;
|
•
|
the addition of eight investment properties acquired during the year ended December 31, 2014.
|
•
|
properties acquired during
2015
and
2016
;
|
•
|
our one remaining office property;
|
•
|
three properties where we have begun redevelopment and/or activities in anticipation of future redevelopment;
|
•
|
properties that were sold or held for sale in 2015 and 2016;
|
•
|
the net income from our wholly-owned captive insurance company; 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 on April 29, 2016.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
41,721
|
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
9,450
|
|
|
9,450
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interest
|
—
|
|
|
528
|
|
|
(528
|
)
|
|||
Gain on sales of investment properties
|
(129,707
|
)
|
|
(121,792
|
)
|
|
(7,915
|
)
|
|||
Depreciation and amortization
|
224,430
|
|
|
214,706
|
|
|
9,724
|
|
|||
Provision for impairment of investment properties
|
20,376
|
|
|
19,937
|
|
|
439
|
|
|||
General and administrative expenses
|
44,522
|
|
|
50,657
|
|
|
(6,135
|
)
|
|||
Gain on extinguishment of debt
|
(13,653
|
)
|
|
—
|
|
|
(13,653
|
)
|
|||
Gain on extinguishment of other liabilities
|
(6,978
|
)
|
|
—
|
|
|
(6,978
|
)
|
|||
Interest expense
|
109,730
|
|
|
138,938
|
|
|
(29,208
|
)
|
|||
Straight-line rental income, net
|
(4,601
|
)
|
|
(3,498
|
)
|
|
(1,103
|
)
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(2,991
|
)
|
|
(3,621
|
)
|
|
630
|
|
|||
Amortization of lease inducements
|
1,033
|
|
|
847
|
|
|
186
|
|
|||
Lease termination fees
|
(3,339
|
)
|
|
(3,757
|
)
|
|
418
|
|
|||
Straight-line ground rent expense
|
3,253
|
|
|
3,722
|
|
|
(469
|
)
|
|||
Amortization of acquired ground lease intangibles
|
(560
|
)
|
|
(560
|
)
|
|
—
|
|
|||
Other income, net
|
(63
|
)
|
|
(1,700
|
)
|
|
1,637
|
|
|||
NOI
|
408,269
|
|
|
419,503
|
|
|
(11,234
|
)
|
|||
NOI from Other Investment Properties
|
(81,483
|
)
|
|
(103,832
|
)
|
|
22,349
|
|
|||
Same Store NOI
|
$
|
326,786
|
|
|
$
|
315,671
|
|
|
$
|
11,115
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
355,077
|
|
|
$
|
347,806
|
|
|
$
|
7,271
|
|
Percentage and specialty rent
|
3,626
|
|
|
3,095
|
|
|
531
|
|
|||
Tenant recovery income
|
96,208
|
|
|
94,354
|
|
|
1,854
|
|
|||
Other property operating income
|
3,405
|
|
|
3,527
|
|
|
(122
|
)
|
|||
|
458,316
|
|
|
448,782
|
|
|
9,534
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
64,355
|
|
|
65,722
|
|
|
(1,367
|
)
|
|||
Bad debt expense
|
31
|
|
|
1,179
|
|
|
(1,148
|
)
|
|||
Real estate taxes
|
67,144
|
|
|
66,210
|
|
|
934
|
|
|||
|
131,530
|
|
|
133,111
|
|
|
(1,581
|
)
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
326,786
|
|
|
$
|
315,671
|
|
|
$
|
11,115
|
|
•
|
base rent and percentage and specialty rent increased $7,802 primarily due to an increase of $2,983 from contractual rent changes, $2,574 from occupancy growth, $2,353 from re-leasing spreads and $531 from percentage and specialty rent, partially offset by a decrease of $718 from rent abatements; and
|
•
|
property operating expenses, bad debt expense and real estate taxes, net of tenant recovery income, decreased $3,435 primarily as a result of decreases in certain non-recoverable property operating expenses and bad debt expense combined with lower net recoverable property operating expenses and net real estate taxes resulting from lower than anticipated expenses and the receipt of real estate tax refunds.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
472,344
|
|
|
$
|
474,684
|
|
|
$
|
(2,340
|
)
|
Tenant recovery income
|
119,536
|
|
|
115,719
|
|
|
3,817
|
|
|||
Other property income
|
12,080
|
|
|
10,211
|
|
|
1,869
|
|
|||
Total revenues
|
603,960
|
|
|
600,614
|
|
|
3,346
|
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
94,780
|
|
|
96,798
|
|
|
(2,018
|
)
|
|||
Real estate taxes
|
82,810
|
|
|
78,773
|
|
|
4,037
|
|
|||
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
|
|
|||
Total expenses
|
462,890
|
|
|
497,969
|
|
|
(35,079
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
141,070
|
|
|
102,645
|
|
|
38,425
|
|
|||
|
|
|
|
|
|
||||||
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
|
)
|
|||
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
|
|
•
|
a $79,596 increase in gain on sales of investment properties related to the sales of 26 investment properties, representing approximately 3,917,200 square feet of GLA, during the year ended December 31, 2015 compared to the sales of 23 investment properties and one single-user outparcel, representing approximately 2,459,700 square feet of GLA, during the year ended December 31, 2014; and
|
•
|
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,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
81,796
|
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
9,450
|
|
|
9,450
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interest
|
528
|
|
|
—
|
|
|
528
|
|
|||
Income from discontinued operations
|
—
|
|
|
(507
|
)
|
|
507
|
|
|||
Gain on sales of investment properties
|
(121,792
|
)
|
|
(42,196
|
)
|
|
(79,596
|
)
|
|||
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
|
|
|||
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
|
)
|
|
—
|
|
|||
Other income, net
|
(1,700
|
)
|
|
(5,459
|
)
|
|
3,759
|
|
|||
NOI
|
419,503
|
|
|
419,555
|
|
|
(52
|
)
|
|||
NOI from Other Investment Properties
|
(73,003
|
)
|
|
(82,921
|
)
|
|
9,918
|
|
|||
Same Store NOI
|
$
|
346,500
|
|
|
$
|
336,634
|
|
|
$
|
9,866
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
382,171
|
|
|
$
|
374,758
|
|
|
$
|
7,413
|
|
Percentage and specialty rent
|
3,331
|
|
|
3,443
|
|
|
(112
|
)
|
|||
Tenant recovery income
|
95,574
|
|
|
94,054
|
|
|
1,520
|
|
|||
Other property operating income
|
4,051
|
|
|
3,475
|
|
|
576
|
|
|||
|
485,127
|
|
|
475,730
|
|
|
9,397
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
70,646
|
|
|
74,229
|
|
|
(3,583
|
)
|
|||
Bad debt expense
|
1,158
|
|
|
534
|
|
|
624
|
|
|||
Real estate taxes
|
66,823
|
|
|
64,333
|
|
|
2,490
|
|
|||
|
138,627
|
|
|
139,096
|
|
|
(469
|
)
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
346,500
|
|
|
$
|
336,634
|
|
|
$
|
9,866
|
|
•
|
base rent and percentage and specialty rent increased $7,301 primarily due to an increase 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to common shareholders
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
Depreciation and amortization of depreciable real estate
|
|
223,018
|
|
|
213,602
|
|
|
216,676
|
|
|||
Provision for impairment of investment properties
|
|
17,369
|
|
|
19,937
|
|
|
72,203
|
|
|||
Gain on sales of depreciable investment properties, net of noncontrolling interest (a)
|
|
(129,707
|
)
|
|
(121,264
|
)
|
|
(67,009
|
)
|
|||
FFO attributable to common shareholders
|
|
$
|
268,047
|
|
|
$
|
227,921
|
|
|
$
|
255,720
|
|
|
|
|
|
|
|
|
||||||
FFO attributable to common shareholders per common share outstanding
|
|
$
|
1.13
|
|
|
$
|
0.96
|
|
|
$
|
1.08
|
|
|
|
|
|
|
|
|
||||||
FFO attributable to common shareholders
|
|
$
|
268,047
|
|
|
$
|
227,921
|
|
|
$
|
255,720
|
|
Impact on earnings from the early extinguishment of debt, net
|
|
(7,028
|
)
|
|
18,864
|
|
|
10,479
|
|
|||
Provision for hedge ineffectiveness
|
|
(21
|
)
|
|
(25
|
)
|
|
12
|
|
|||
Provision for impairment of non-depreciable investment property
|
|
3,007
|
|
|
—
|
|
|
—
|
|
|||
Reversal of excise tax accrual
|
|
—
|
|
|
—
|
|
|
(4,594
|
)
|
|||
Gain on extinguishment of other liabilities
|
|
(6,978
|
)
|
|
—
|
|
|
(4,258
|
)
|
|||
Executive and realignment separation charges (b)
|
|
—
|
|
|
4,730
|
|
|
—
|
|
|||
Other (c)
|
|
132
|
|
|
(224
|
)
|
|
(199
|
)
|
|||
Operating FFO attributable to common shareholders
|
|
$
|
257,159
|
|
|
$
|
251,266
|
|
|
$
|
257,160
|
|
|
|
|
|
|
|
|
||||||
Operating FFO attributable to common shareholders per common share outstanding
|
|
$
|
1.09
|
|
|
$
|
1.06
|
|
|
$
|
1.09
|
|
(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.
|
(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, certain of which 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 and defeasances
|
▪
|
Proceeds from asset dispositions
|
|
▪
|
Distribution payments
|
|
|
|
▪
|
Redevelopment, renovation or expansion activities
|
|
|
|
▪
|
New development
|
|
|
|
▪
|
Repurchases of our common stock
|
|
|
|
▪
|
Redemption of our preferred stock
|
Debt
|
|
Aggregate
Principal
Amount
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date
|
|
Weighted
Average Years
to Maturity
|
|||
Fixed rate mortgages payable (a)
|
|
$
|
773,395
|
|
|
6.31
|
%
|
|
Various
|
|
4.2 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
4.5 years
|
|
Senior notes – 4.58% due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
7.5 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
8.2 years
|
|
Senior notes – 4.08% due 2026
|
|
100,000
|
|
|
4.08
|
%
|
|
September 30, 2026
|
|
9.8 years
|
|
Senior notes – 4.24% due 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
December 28, 2028
|
|
12.0 years
|
|
Total unsecured notes payable (a)
|
|
700,000
|
|
|
4.19
|
%
|
|
|
|
8.3 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Term loan – fixed rate (b)
|
|
250,000
|
|
|
1.97
|
%
|
|
January 5, 2021
|
|
4.0 years
|
|
Term loan – variable rate (c)
|
|
200,000
|
|
|
2.22
|
%
|
|
May 11, 2018 (c)
|
|
1.4 years
|
|
Revolving line of credit – variable rate (c)
|
|
86,000
|
|
|
2.12
|
%
|
|
January 5, 2020 (c)
|
|
3.0 years
|
|
Total unsecured credit facility (a)
|
|
536,000
|
|
|
2.09
|
%
|
|
|
|
2.9 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness (d)
|
|
$
|
2,009,395
|
|
|
4.44
|
%
|
|
|
|
5.3 years
|
(a)
|
Fixed rate mortgages payable excludes mortgage premium of
$1,437
, discount of
$(622)
and capitalized loan fees of
$(5,026)
, net of accumulated amortization, as of
December 31, 2016
. Unsecured notes payable excludes discount of
$(971)
and capitalized loan fees of
$(3,886)
, net of accumulated amortization, as of
December 31, 2016
. Term loans exclude capitalized loan fees of
$(2,402)
, net of accumulated amortization, as of
December 31, 2016
. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
(b)
|
Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a weighted average fixed rate of 0.6677% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of
December 31, 2016
.
|
(c)
|
We have two one year extension options on the term loan due 2018 and two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.15% for the term loan and 0.075% of the commitment amount being extended for the revolving line of credit.
|
(d)
|
Excludes the $200,000 unsecured term loan due 2023 (Term Loan Due 2023), which closed during the year ended December 31, 2016 and funded on January 3, 2017. Refer below for further discussion of the terms of the Term Loan Due 2023.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$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
|
$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%
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
35,023
|
|
|
$
|
11,463
|
|
|
$
|
433,982
|
|
|
$
|
4,334
|
|
|
$
|
23,249
|
|
|
$
|
265,344
|
|
|
$
|
773,395
|
|
|
$
|
833,210
|
|
Fixed rate term loan (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
600,000
|
|
|
700,000
|
|
|
679,212
|
|
||||||||
Total fixed rate debt
|
35,023
|
|
|
11,463
|
|
|
433,982
|
|
|
4,334
|
|
|
373,249
|
|
|
865,344
|
|
|
1,723,395
|
|
|
1,762,422
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate term loan and
revolving line of credit
|
—
|
|
|
200,000
|
|
|
—
|
|
|
86,000
|
|
|
—
|
|
|
—
|
|
|
286,000
|
|
|
286,551
|
|
||||||||
Total debt (d)
|
$
|
35,023
|
|
|
$
|
211,463
|
|
|
$
|
433,982
|
|
|
$
|
90,334
|
|
|
$
|
373,249
|
|
|
$
|
865,344
|
|
|
$
|
2,009,395
|
|
|
$
|
2,048,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.83
|
%
|
|
6.51
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.82
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
2.22
|
%
|
|
—
|
|
|
2.12
|
%
|
|
—
|
|
|
—
|
|
|
2.19
|
%
|
|
|
|||||||||
Total
|
4.83
|
%
|
|
2.45
|
%
|
|
7.49
|
%
|
|
2.24
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.44
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$1,437
and discount of
$(622)
, net of accumulated amortization, as of
December 31, 2016
.
|
(b)
|
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a weighted average fixed rate of 0.6677% through December 31, 2017.
|
(c)
|
Excludes discount of
$(971)
, net of accumulated amortization, as of
December 31, 2016
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.3 years
as of
December 31, 2016
. Total debt excludes capitalized loan fees of
$(11,314)
, net of accumulated amortization, as of
December 31, 2016
, which are included as a reduction to the respective debt balances, and the Term Loan Due 2023, which funded on January 3, 2017. The $39,578 difference between total debt outstanding and its fair value is primarily attributable to a $45,120 difference related to the IW JV portfolio of mortgages payable. These mortgages were scheduled to mature in 2019 and had an interest rate of 7.50% and an outstanding principal balance of
$379,435
as of
December 31, 2016
. Subsequent to December 31, 2016, we defeased the IW JV portfolio of mortgages payable. As a result, the
45
properties that secured the mortgages payable as of December 31, 2016 are no longer encumbered by mortgages.
|
(e)
|
Represents interest rates as of
December 31, 2016
.
|
|
|
Number of
Properties Sold
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Debt
Extinguished
|
|
||||||||
2016 Dispositions
|
|
46
|
|
|
3,013,900
|
|
|
$
|
540,362
|
|
|
$
|
448,216
|
|
|
$
|
94,353
|
|
(b) (c)
|
2015 Dispositions
|
|
26
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
|
$
|
505,524
|
|
|
$
|
25,724
|
|
(c)
|
2014 Dispositions
|
|
24
|
|
|
2,490,100
|
|
|
$
|
322,989
|
|
|
$
|
314,377
|
|
|
$
|
9,713
|
|
(c)
|
(a)
|
Represents total consideration net of transaction costs. 2016 dispositions include the disposition of one development property, which was not under active development. 2015 dispositions include the disposition of two development properties, one of which had been held in a consolidated joint venture.
|
(b)
|
Represents The Gateway’s outstanding mortgage payable prior to the lender-directed sale of the property. 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. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
|
(c)
|
Excludes $10,695, $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, 2016
,
2015
and
2014
, respectively.
|
|
|
Number of
Assets Acquired
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Pro Rata
Acquisition
Price (a)
|
|
Mortgage
Debt
|
|
Pro Rata
Mortgage
Debt (a)
|
||||||||||
2016 Acquisitions (b)
|
|
9
|
|
|
1,102,300
|
|
|
$
|
408,308
|
|
|
$
|
408,308
|
|
|
$
|
15,971
|
|
|
$
|
15,971
|
|
2015 Acquisitions (c)
|
|
11
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
|
$
|
463,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014 Acquisitions (d)
|
|
11
|
|
|
1,339,400
|
|
|
$
|
348,061
|
|
|
$
|
289,561
|
|
|
$
|
141,698
|
|
|
$
|
113,358
|
|
(a)
|
Includes amounts associated with the 2014 acquisition of our partner’s 80% ownership interest in our MS Inland unconsolidated joint venture, as well as acquisitions from unaffiliated third parties.
|
(b)
|
2016 acquisitions include the purchase of the following: 1) the fee interest in our Ashland & Roosevelt multi-tenant retail operating property that was previously subject to a ground lease with a third party, and 2) the anchor space improvements at our Woodinville Plaza multi-tenant retail operating property that was previously subject to a ground lease with us. The total number of properties in our portfolio was not affected by these transactions.
|
(c)
|
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.
|
(d)
|
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,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Cash provided by operating activities
|
|
$
|
263,748
|
|
|
$
|
265,813
|
|
|
$
|
(2,065
|
)
|
Cash provided by investing activities
|
|
17,537
|
|
|
25,288
|
|
|
(7,751
|
)
|
|||
Cash used in financing activities
|
|
(279,590
|
)
|
|
(351,969
|
)
|
|
72,379
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
1,695
|
|
|
(60,868
|
)
|
|
62,563
|
|
|||
Cash and cash equivalents, at beginning of year
|
|
51,424
|
|
|
112,292
|
|
|
|
||||
Cash and cash equivalents, at end of year
|
|
$
|
53,119
|
|
|
$
|
51,424
|
|
|
|
•
|
an $11,234 decrease in NOI, consisting of a decrease in NOI from properties that were sold or held for sale in 2015 and 2016 and other properties not included in our same store portfolio of $22,349, partially offset by an increase in Same Store NOI of $11,115;
|
•
|
a $5,427 increase in cash bonuses paid; and
|
•
|
a $1,456 increase in cash paid for leasing fees and inducements;
|
•
|
a $13,460 reduction in cash paid for interest; and
|
•
|
ordinary course fluctuations in working capital accounts;
|
•
|
a $55,059 decrease in proceeds from the sales of investment properties; and
|
•
|
a $21,950 net change in restricted escrow activity, of which $16,950 relates to acquisition deposits;
|
•
|
a $72,649 decrease in cash paid to purchase investment properties.
|
•
|
a $175,457 decrease in principal payments on mortgages payable; and
|
•
|
a $75,005 decrease in the purchase of U.S. Treasury securities in connection with defeasance of mortgages payable;
|
•
|
a $114,000 decrease in net proceeds from our Unsecured Credit Facility;
|
•
|
a $48,815 decrease in proceeds from the issuance of unsecured notes related to a $200,000 private placement transaction in 2016 and a $248,815 underwritten public offering in 2015;
|
•
|
$8,841 paid in 2016 to repurchase common shares through our share repurchase program; and
|
•
|
a $6,513 increase in the payment of loan fees and deposits.
|
•
|
the impact of any
2017
debt activity, such as the defeasance of the IW JV portfolio of mortgages payable and the Term Loan Due 2023, which closed during the year ended December 31, 2016 and funded on January 3, 2017;
|
•
|
recorded debt premiums, discounts and capitalized loan fees, which are not obligations;
|
•
|
obligations related to development, redevelopment, expansions and pad site developments, as payments are only due upon satisfactory performance under the contracts; and
|
•
|
letters of credit totaling
$12,296
which serve as collateral for certain capital improvements and performance obligations on certain redevelopment projects, which will be satisfied upon completion of the projects.
|
|
|
Payment due by period
|
||||||||||||||||||
|
|
Less than
1 year (b)
|
|
1-3
years
|
|
3-5
years (c)
|
|
More than
5 years
|
|
Total
|
||||||||||
Long-term debt (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate
|
|
$
|
35,023
|
|
|
$
|
445,445
|
|
|
$
|
377,583
|
|
|
$
|
865,344
|
|
|
$
|
1,723,395
|
|
Variable rate
|
|
—
|
|
|
200,000
|
|
|
86,000
|
|
|
—
|
|
|
286,000
|
|
|||||
Interest (d)
|
|
89,595
|
|
|
165,684
|
|
|
88,913
|
|
|
112,753
|
|
|
456,945
|
|
|||||
Operating lease obligations (e)
|
|
7,853
|
|
|
15,999
|
|
|
16,843
|
|
|
376,939
|
|
|
417,634
|
|
|||||
|
|
$
|
132,471
|
|
|
$
|
827,128
|
|
|
$
|
569,339
|
|
|
$
|
1,355,036
|
|
|
$
|
2,883,974
|
|
(a)
|
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, 2016
.
|
(b)
|
We plan on addressing our
2017
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 $250,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through two interest rate swaps through December 2017.
|
(d)
|
Represents expected interest payments on our consolidated debt obligations as of
December 31, 2016
, including any capitalized interest.
|
(e)
|
We lease land under non-cancellable leases at certain of our properties expiring in various years from
2028
to
2087
, 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 2017 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.
|
•
|
defeased the IW JV portfolio of mortgages payable, which had an outstanding principal balance of $379,435 and an interest rate of 7.50%, and incurred a defeasance premium of $60,198. See Note 7 to the accompanying consolidated financial statements for further details;
|
•
|
received funding in the amount of $200,000 on the Term Loan Due 2023. See Note 9 to the accompanying consolidated financial statements for further details;
|
•
|
entered into two agreements to swap a total of $200,000 of LIBOR-based variable rate debt to a fixed interest rate of 1.2628% through November 22, 2018;
|
•
|
closed on the acquisition of Main Street Promenade, a 181,600 square foot multi-tenant retail property located in Naperville, Illinois, for a gross purchase price of $88,000 through a consolidated VIE to facilitate a potential 1031 Exchange;
|
•
|
closed on the disposition of Rite Aid Store (Eckerd), Culver Rd., a 10,900 square foot single-user retail operating property located in Rochester, New York, for a sales price of $500 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
|
•
|
granted 88 restricted shares at a grant date fair value of $15.34 per share and 253 RSUs at a grant date fair value of $15.52 per RSU to our executives in conjunction with our long-term equity compensation plan. The restricted shares will vest over three years and the RSUs granted are subject to a three-year performance period. Refer to Note 5 to the accompanying consolidated financial statements for additional details regarding the terms of the RSUs;
|
•
|
closed on a transaction whereby we received the fee interest in approximately 50 acres of land at Boulevard at the Capital Centre, an existing wholly-owned multi-tenant retail operating property located in Largo, Maryland. The property was previously subject to a ground lease with a third party for approximately 70 acres. In conjunction with this transaction, we paid consideration of $1,939 and agreed to shorten the term of the ground lease related to the remaining land;
|
•
|
declared the cash dividend for the first quarter of
2017
for our 7.00% Series A cumulative redeemable preferred stock. The dividend of $0.4375 per preferred share will be paid on March 31,
2017
to preferred shareholders of record at the close of business on March 20,
2017
; and
|
•
|
declared the cash dividend for the first quarter of
2017
of $0.165625 per share on our outstanding Class A common stock, which will be paid on April 10,
2017
to Class A common shareholders of record at the close of business on March 27,
2017
.
|
|
|
Notional
Amount
|
|
Termination Date
|
|
Fair Value of
Derivative Asset
|
||||
Fixed rate portion of unsecured credit facility
|
|
$
|
250,000
|
|
|
December 31, 2017
|
|
$
|
743
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
35,023
|
|
|
$
|
11,463
|
|
|
$
|
433,982
|
|
|
$
|
4,334
|
|
|
$
|
23,249
|
|
|
$
|
265,344
|
|
|
$
|
773,395
|
|
|
$
|
833,210
|
|
Fixed rate term loan (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
600,000
|
|
|
700,000
|
|
|
679,212
|
|
||||||||
Total fixed rate debt
|
35,023
|
|
|
11,463
|
|
|
433,982
|
|
|
4,334
|
|
|
373,249
|
|
|
865,344
|
|
|
1,723,395
|
|
|
1,762,422
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate term loan and
revolving line of credit
|
—
|
|
|
200,000
|
|
|
—
|
|
|
86,000
|
|
|
—
|
|
|
—
|
|
|
286,000
|
|
|
286,551
|
|
||||||||
Total debt (d)
|
$
|
35,023
|
|
|
$
|
211,463
|
|
|
$
|
433,982
|
|
|
$
|
90,334
|
|
|
$
|
373,249
|
|
|
$
|
865,344
|
|
|
$
|
2,009,395
|
|
|
$
|
2,048,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.83
|
%
|
|
6.51
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.82
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
2.22
|
%
|
|
—
|
|
|
2.12
|
%
|
|
—
|
|
|
—
|
|
|
2.19
|
%
|
|
|
|||||||||
Total
|
4.83
|
%
|
|
2.45
|
%
|
|
7.49
|
%
|
|
2.24
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.44
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$1,437
and discount of
$(622)
, net of accumulated amortization, as of
December 31, 2016
.
|
(b)
|
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a weighted average fixed rate of 0.6677% through December 31, 2017.
|
(c)
|
Excludes discount of
$(971)
, net of accumulated amortization, as of
December 31, 2016
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.3 years
as of
December 31, 2016
. Total debt excludes capitalized loan fees of
$(11,314)
, net of accumulated amortization, as of
December 31, 2016
, which are included as a reduction to the respective debt balances, and the Term Loan Due 2023, which funded on January 3, 2017. The $39,578 difference between total debt outstanding and its fair value is primarily attributable to a $45,120 difference related to the IW JV portfolio of mortgages payable. These mortgages were scheduled to mature in 2019 and had an interest rate of 7.50% and an outstanding principal balance of
$379,435
as of
December 31, 2016
. Subsequent to December 31, 2016, we defeased the IW JV portfolio of mortgages payable. As a result, the
45
properties that secured the mortgages payable as of December 31, 2016 are no longer encumbered by mortgages.
|
(e)
|
Represents interest rates as of
December 31, 2016
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,191,403
|
|
|
$
|
1,254,131
|
|
Building and other improvements
|
|
4,284,664
|
|
|
4,428,554
|
|
||
Developments in progress
|
|
23,439
|
|
|
5,157
|
|
||
|
|
5,499,506
|
|
|
5,687,842
|
|
||
Less accumulated depreciation
|
|
(1,443,333
|
)
|
|
(1,433,195
|
)
|
||
Net investment properties
|
|
4,056,173
|
|
|
4,254,647
|
|
||
Cash and cash equivalents
|
|
53,119
|
|
|
51,424
|
|
||
Accounts and notes receivable (net of allowances of $6,886 and $7,910, respectively)
|
|
78,941
|
|
|
82,804
|
|
||
Acquired lease intangible assets, net
|
|
142,015
|
|
|
138,766
|
|
||
Assets associated with investment properties held for sale
|
|
30,827
|
|
|
—
|
|
||
Other assets, net
|
|
91,898
|
|
|
93,610
|
|
||
Total assets
|
|
$
|
4,452,973
|
|
|
$
|
4,621,251
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
769,184
|
|
|
$
|
1,123,136
|
|
Unsecured notes payable, net
|
|
695,143
|
|
|
495,576
|
|
||
Unsecured term loans, net
|
|
447,598
|
|
|
447,526
|
|
||
Unsecured revolving line of credit
|
|
86,000
|
|
|
100,000
|
|
||
Accounts payable and accrued expenses
|
|
83,085
|
|
|
69,800
|
|
||
Distributions payable
|
|
39,222
|
|
|
39,297
|
|
||
Acquired lease intangible liabilities, net
|
|
105,290
|
|
|
114,834
|
|
||
Liabilities associated with investment properties held for sale
|
|
864
|
|
|
—
|
|
||
Other liabilities
|
|
74,501
|
|
|
75,745
|
|
||
Total liabilities
|
|
2,300,887
|
|
|
2,465,914
|
|
||
|
|
|
|
|
||||
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, 2016
and 2015; liquidation preference $135,000
|
|
5
|
|
|
5
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 236,770 and 237,267
shares issued and outstanding as of December 31, 2016 and 2015, respectively
|
|
237
|
|
|
237
|
|
||
Additional paid-in capital
|
|
4,927,155
|
|
|
4,931,395
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,776,033
|
)
|
|
(2,776,215
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
722
|
|
|
(85
|
)
|
||
Total equity
|
|
2,152,086
|
|
|
2,155,337
|
|
||
Total liabilities and equity
|
|
$
|
4,452,973
|
|
|
$
|
4,621,251
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
455,658
|
|
|
$
|
472,344
|
|
|
$
|
474,684
|
|
Tenant recovery income
|
|
118,569
|
|
|
119,536
|
|
|
115,719
|
|
|||
Other property income
|
|
8,916
|
|
|
12,080
|
|
|
10,211
|
|
|||
Total revenues
|
|
583,143
|
|
|
603,960
|
|
|
600,614
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
85,895
|
|
|
94,780
|
|
|
96,798
|
|
|||
Real estate taxes
|
|
81,774
|
|
|
82,810
|
|
|
78,773
|
|
|||
Depreciation and amortization
|
|
224,430
|
|
|
214,706
|
|
|
215,966
|
|
|||
Provision for impairment of investment properties
|
|
20,376
|
|
|
19,937
|
|
|
72,203
|
|
|||
General and administrative expenses
|
|
44,522
|
|
|
50,657
|
|
|
34,229
|
|
|||
Total expenses
|
|
456,997
|
|
|
462,890
|
|
|
497,969
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
126,146
|
|
|
141,070
|
|
|
102,645
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on extinguishment of debt
|
|
13,653
|
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
|
6,978
|
|
|
—
|
|
|
4,258
|
|
|||
Equity in loss of unconsolidated joint ventures, net
|
|
—
|
|
|
—
|
|
|
(2,088
|
)
|
|||
Gain on change in control of investment properties
|
|
—
|
|
|
—
|
|
|
24,158
|
|
|||
Interest expense
|
|
(109,730
|
)
|
|
(138,938
|
)
|
|
(133,835
|
)
|
|||
Other income, net
|
|
63
|
|
|
1,700
|
|
|
5,459
|
|
|||
Income from continuing operations
|
|
37,110
|
|
|
3,832
|
|
|
597
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Loss, net
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|||
Gain on sales of investment properties
|
|
—
|
|
|
—
|
|
|
655
|
|
|||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
507
|
|
|||
Gain on sales of investment properties
|
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|||
Net income
|
|
166,817
|
|
|
125,624
|
|
|
43,300
|
|
|||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|||
Net income attributable to the Company
|
|
166,817
|
|
|
125,096
|
|
|
43,300
|
|
|||
Preferred stock dividends
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|||
Net income attributable to common shareholders
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share – basic and diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income per common share attributable to common shareholders
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
166,817
|
|
|
$
|
125,624
|
|
|
$
|
43,300
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Net unrealized gain on derivative instruments (Note 10)
|
|
807
|
|
|
452
|
|
|
201
|
|
|||
Comprehensive income
|
|
167,624
|
|
|
126,076
|
|
|
43,501
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|||
Comprehensive income attributable to the Company
|
|
$
|
167,624
|
|
|
$
|
125,548
|
|
|
$
|
43,501
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
236,651
|
|
|
236,380
|
|
|
236,184
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – diluted
|
|
236,951
|
|
|
236,382
|
|
|
236,187
|
|
|
Preferred Stock
|
|
Class A
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
|
|
|||||||||||||||||||||||||||||||
Balance as of January 1, 2014
|
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
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cumulative effect of accounting change
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,817
|
|
|
—
|
|
|
166,817
|
|
|
—
|
|
|
166,817
|
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
807
|
|
|
807
|
|
|
—
|
|
|
807
|
|
||||||||||
Distributions declared to preferred shareholders
($1.75 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
(9,450
|
)
|
||||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,168
|
)
|
|
—
|
|
|
(157,168
|
)
|
|
—
|
|
|
(157,168
|
)
|
||||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
||||||||||
Shares repurchased through share repurchase program
|
—
|
|
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
(8,841
|
)
|
|
—
|
|
|
—
|
|
|
(8,841
|
)
|
|
—
|
|
|
(8,841
|
)
|
||||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
7,209
|
|
|
—
|
|
|
—
|
|
|
7,209
|
|
|
—
|
|
|
7,209
|
|
||||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(2,548
|
)
|
|
—
|
|
|
—
|
|
|
(2,548
|
)
|
|
—
|
|
|
(2,548
|
)
|
||||||||||
Balance as of December 31, 2016
|
$
|
5,400
|
|
|
$
|
5
|
|
|
$
|
236,770
|
|
|
$
|
237
|
|
|
$
|
4,927,155
|
|
|
$
|
(2,776,033
|
)
|
|
$
|
722
|
|
|
$
|
2,152,086
|
|
|
$
|
—
|
|
|
$
|
2,152,086
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
166,817
|
|
|
$
|
125,624
|
|
|
$
|
43,300
|
|
Adjustments to reconcile net income to net cash provided by operating activities (including discontinued operations):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
224,430
|
|
|
214,706
|
|
|
215,966
|
|
|||
Provision for impairment of investment properties
|
20,376
|
|
|
19,937
|
|
|
72,203
|
|
|||
Gain on sales of investment properties
|
(129,707
|
)
|
|
(121,792
|
)
|
|
(42,851
|
)
|
|||
Gain on extinguishment of debt
|
(13,653
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
(6,978
|
)
|
|
—
|
|
|
(4,258
|
)
|
|||
Gain on change in control of investment properties
|
—
|
|
|
—
|
|
|
(24,158
|
)
|
|||
Amortization of loan fees and debt premium and discount, net
|
5,781
|
|
|
5,129
|
|
|
4,926
|
|
|||
Amortization of stock-based compensation
|
7,209
|
|
|
10,755
|
|
|
3,420
|
|
|||
Premium paid in connection with defeasance of mortgages payable
|
1,735
|
|
|
17,343
|
|
|
1,322
|
|
|||
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
—
|
|
|
2,088
|
|
|||
Distributions on investments in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
1,360
|
|
|||
Payment of leasing fees and inducements
|
(9,640
|
)
|
|
(8,184
|
)
|
|
(8,523
|
)
|
|||
Changes in accounts receivable, net
|
(1,918
|
)
|
|
4,420
|
|
|
(5,762
|
)
|
|||
Changes in accounts payable and accrued expenses, net
|
2,007
|
|
|
1,976
|
|
|
3,220
|
|
|||
Changes in other operating assets and liabilities, net
|
(1,776
|
)
|
|
(469
|
)
|
|
(7,499
|
)
|
|||
Other, net
|
(935
|
)
|
|
(3,632
|
)
|
|
(740
|
)
|
|||
Net cash provided by operating activities
|
263,748
|
|
|
265,813
|
|
|
254,014
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Changes in restricted escrows, net
|
394
|
|
|
22,344
|
|
|
(16,757
|
)
|
|||
Purchase of investment properties
|
(381,436
|
)
|
|
(454,085
|
)
|
|
(172,989
|
)
|
|||
Capital expenditures and tenant improvements
|
(51,768
|
)
|
|
(45,649
|
)
|
|
(44,442
|
)
|
|||
Proceeds from sales of investment properties
|
450,765
|
|
|
505,824
|
|
|
315,400
|
|
|||
Investment in developments in progress
|
(1,362
|
)
|
|
(2,371
|
)
|
|
(2,992
|
)
|
|||
Investment in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Other, net
|
944
|
|
|
(775
|
)
|
|
(295
|
)
|
|||
Net cash provided by investing activities
|
17,537
|
|
|
25,288
|
|
|
77,900
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgages payable
|
—
|
|
|
1,049
|
|
|
3,541
|
|
|||
Principal payments on mortgages payable
|
(266,033
|
)
|
|
(441,490
|
)
|
|
(192,244
|
)
|
|||
Proceeds from unsecured notes payable
|
200,000
|
|
|
248,815
|
|
|
250,000
|
|
|||
Proceeds from unsecured credit facility
|
622,500
|
|
|
610,000
|
|
|
375,500
|
|
|||
Repayments of unsecured credit facility
|
(636,500
|
)
|
|
(510,000
|
)
|
|
(540,500
|
)
|
|||
Payment of loan fees and deposits, net
|
(8,756
|
)
|
|
(2,243
|
)
|
|
(1,615
|
)
|
|||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
(12,430
|
)
|
|
(87,435
|
)
|
|
(6,152
|
)
|
|||
Distributions paid
|
(166,693
|
)
|
|
(166,513
|
)
|
|
(166,143
|
)
|
|||
Shares repurchased through share repurchase program
|
(8,841
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(2,837
|
)
|
|
(4,152
|
)
|
|
(199
|
)
|
|||
Net cash used in financing activities
|
(279,590
|
)
|
|
(351,969
|
)
|
|
(277,812
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
1,695
|
|
|
(60,868
|
)
|
|
54,102
|
|
|||
Cash and cash equivalents, at beginning of year
|
51,424
|
|
|
112,292
|
|
|
58,190
|
|
|||
Cash and cash equivalents, at end of year
|
$
|
53,119
|
|
|
$
|
51,424
|
|
|
$
|
112,292
|
|
(continued)
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
101,789
|
|
|
$
|
115,249
|
|
|
$
|
127,645
|
|
Distributions payable
|
$
|
39,222
|
|
|
$
|
39,297
|
|
|
$
|
39,187
|
|
Accrued capital expenditures and tenant improvements
|
$
|
9,286
|
|
|
$
|
6,079
|
|
|
$
|
6,731
|
|
Accrued leasing fees and inducements
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued redevelopment costs
|
$
|
4,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amounts reclassified to developments in progress
|
$
|
17,261
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Developments in progress placed in service
|
$
|
—
|
|
|
$
|
2,288
|
|
|
$
|
4,047
|
|
U.S. Treasury securities transferred in connection with defeasance of mortgages payable
|
$
|
12,430
|
|
|
$
|
87,435
|
|
|
$
|
6,152
|
|
Defeasance of mortgages payable
|
$
|
10,695
|
|
|
$
|
70,092
|
|
|
$
|
4,830
|
|
|
|
|
|
|
|
||||||
Purchase of investment properties (after credits at closing and including acquisition
of our partners’ joint venture interests):
|
|
|
|
|
|
||||||
Land, building and other improvements, net
|
$
|
(375,022
|
)
|
|
$
|
(442,763
|
)
|
|
$
|
(337,906
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
(40,989
|
)
|
|
(47,498
|
)
|
|
(31,116
|
)
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
19,259
|
|
|
36,176
|
|
|
25,390
|
|
|||
Mortgages payable assumed, net
|
15,316
|
|
|
—
|
|
|
146,485
|
|
|||
Gain on change in control of investment properties
|
—
|
|
|
—
|
|
|
24,158
|
|
|||
|
$
|
(381,436
|
)
|
|
$
|
(454,085
|
)
|
|
$
|
(172,989
|
)
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment properties:
|
|
|
|
|
|
||||||
Net investment properties
|
$
|
393,680
|
|
|
$
|
379,419
|
|
|
$
|
265,127
|
|
Accounts receivable, acquired lease intangibles and other assets
|
18,183
|
|
|
8,959
|
|
|
12,053
|
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
(11,605
|
)
|
|
(4,378
|
)
|
|
(4,631
|
)
|
|||
Deferred gains
|
1,500
|
|
|
32
|
|
|
—
|
|
|||
Mortgage debt forgiven or assumed
|
(94,353
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on extinguishment of debt
|
13,653
|
|
|
—
|
|
|
—
|
|
|||
Gain on sales of investment properties
|
129,707
|
|
|
121,792
|
|
|
42,851
|
|
|||
|
$
|
450,765
|
|
|
$
|
505,824
|
|
|
$
|
315,400
|
|
|
Wholly-owned
|
|
Retail operating properties (a)
|
156
|
|
Office properties
|
1
|
|
Total operating properties
|
157
|
|
|
|
|
Redevelopment properties
|
2
|
|
(a)
|
Excludes
two
wholly-owned operating properties classified as held for sale as of
December 31, 2016
.
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired above market lease intangibles (a)
|
|
$
|
4,474
|
|
|
$
|
3,850
|
|
|
$
|
2,527
|
|
|
$
|
1,890
|
|
|
$
|
1,373
|
|
|
$
|
5,368
|
|
|
$
|
19,482
|
|
Acquired in-place lease value intangibles (a)
|
|
22,627
|
|
|
17,509
|
|
|
12,473
|
|
|
10,324
|
|
|
9,022
|
|
|
50,578
|
|
|
122,533
|
|
|||||||
Acquired lease intangible assets, net (b)
|
|
$
|
27,101
|
|
|
$
|
21,359
|
|
|
$
|
15,000
|
|
|
$
|
12,214
|
|
|
$
|
10,395
|
|
|
$
|
55,946
|
|
|
$
|
142,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired below market lease intangibles (a)
|
|
$
|
(6,124
|
)
|
|
$
|
(5,849
|
)
|
|
$
|
(5,545
|
)
|
|
$
|
(5,369
|
)
|
|
$
|
(5,177
|
)
|
|
$
|
(64,208
|
)
|
|
$
|
(92,272
|
)
|
Acquired ground lease intangibles (c)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(10,218
|
)
|
|
(13,018
|
)
|
|||||||
Acquired lease intangible liabilities, net (b)
|
|
$
|
(6,684
|
)
|
|
$
|
(6,409
|
)
|
|
$
|
(6,105
|
)
|
|
$
|
(5,929
|
)
|
|
$
|
(5,737
|
)
|
|
$
|
(74,426
|
)
|
|
$
|
(105,290
|
)
|
(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
$296,309
and
$50,672
of accumulated amortization, respectively, as of
December 31, 2016
.
|
(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,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Impairment of consolidated properties (a)
|
|
$
|
20,376
|
|
|
$
|
19,937
|
|
|
$
|
72,203
|
|
(a)
|
Included in “Provision for impairment of investment properties” in the accompanying consolidated statements of operations and other comprehensive income.
|
•
|
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 15, 2016
|
|
Shoppes at Hagerstown (a)
|
|
Hagerstown
|
|
Multi-tenant retail
|
|
113,000
|
|
|
$
|
27,055
|
|
January 15, 2016
|
|
Merrifield Town Center II (a)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
76,000
|
|
|
45,676
|
|
|
March 29, 2016
|
|
Oak Brook Promenade
|
|
Chicago
|
|
Multi-tenant retail
|
|
183,200
|
|
|
65,954
|
|
|
April 1, 2016
|
|
The Shoppes at Union Hill (b)
|
|
New York
|
|
Multi-tenant retail
|
|
91,700
|
|
|
63,060
|
|
|
April 29, 2016
|
|
Ashland & Roosevelt – Fee Interest (c)
|
|
Chicago
|
|
Ground lease interest (c)
|
|
—
|
|
|
13,850
|
|
|
May 5, 2016
|
|
Tacoma South
|
|
Seattle
|
|
Multi-tenant retail
|
|
230,700
|
|
|
39,400
|
|
|
June 15, 2016
|
|
Eastside
|
|
Dallas
|
|
Multi-tenant retail
|
|
67,100
|
|
|
23,842
|
|
|
August 30, 2016
|
|
Woodinville Plaza – Anchor Space
Improvements (d)
|
|
Seattle
|
|
Anchor space improvements (d)
|
|
—
|
|
|
4,500
|
|
|
November 22, 2016
|
|
One Loudoun Downtown – Phase I (e)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
340,600
|
|
|
124,971
|
|
|
|
|
|
|
|
|
|
|
1,102,300
|
|
|
$
|
408,308
|
|
(a)
|
These properties were acquired as a
two
-property portfolio. Merrifield Town Center II also contains
62,000
square feet of storage space for a total of
138,000
square feet.
|
(b)
|
In conjunction with this acquisition, the Company assumed mortgage debt with a principal balance of
$15,971
and an interest rate of
3.75%
that matures in 2031.
|
(c)
|
The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Chicago, Illinois, which was previously subject to a ground lease with a third party. In conjunction with this transaction, the Company reversed the straight-line ground rent liability of
$6,978
, which is reflected as “Gain on extinguishment of other liabilities” in the accompanying condensed consolidated statements of operations and other comprehensive income.
|
(d)
|
The Company acquired the anchor space improvements, which were previously subject to a ground lease with the Company, at an existing wholly-owned multi-tenant retail operating property located in Woodinville, Washington.
|
(e)
|
The remaining phases at One Loudoun Downtown, representing an aggregate gross purchase price of up to
$35,500
, are expected to close throughout the first three quarters of 2017 as the seller completes construction on stand-alone buildings at the property.
|
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 (a)
|
|
—
|
|
|
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 (a)
|
|
—
|
|
|
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.
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Land
|
|
$
|
106,947
|
|
|
$
|
161,114
|
|
|
$
|
118,732
|
|
Building and other improvements
|
|
268,075
|
|
|
281,649
|
|
|
219,174
|
|
|||
Acquired lease intangible assets (a)
|
|
41,002
|
|
|
45,474
|
|
|
35,520
|
|
|||
Acquired lease intangible liabilities (b)
|
|
(8,258
|
)
|
|
(25,101
|
)
|
|
(20,578
|
)
|
|||
Mortgages payable, net (c)
|
|
(15,316
|
)
|
|
—
|
|
|
(146,485
|
)
|
|||
Net assets acquired (d)
|
|
$
|
392,450
|
|
|
$
|
463,136
|
|
|
$
|
206,363
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is
nine years
,
15 years
and
eight years
for acquisitions completed during the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is
18 years
,
21 years
and
16 years
for acquisitions completed during the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(c)
|
Includes mortgage discount of
$(655)
for acquisitions completed during the year ended December 31, 2016 and mortgage premium of
$4,787
for acquisitions completed during the year ended December 31, 2014.
|
(d)
|
Net assets attributable to the MS Inland acquisition are presented at
100%
.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenues
|
|
$
|
587,374
|
|
|
$
|
627,300
|
|
|
$
|
635,240
|
|
Net income
|
|
$
|
165,696
|
|
|
$
|
121,406
|
|
|
$
|
18,313
|
|
Net income attributable to common shareholders
|
|
$
|
156,246
|
|
|
$
|
111,428
|
|
|
$
|
8,863
|
|
Earnings per common share – basic and diluted:
|
|
|
|
|
|
|
||||||
Net income per common share attributable to common shareholders
|
|
$
|
0.66
|
|
|
$
|
0.47
|
|
|
$
|
0.04
|
|
Weighted average number of common shares outstanding – basic
|
|
236,651
|
|
|
236,380
|
|
|
236,184
|
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
February 1, 2016
|
|
The Gateway (b)
|
|
Multi-tenant retail
|
|
623,200
|
|
|
$
|
75,000
|
|
|
$
|
(795
|
)
|
|
$
|
3,868
|
|
February 10, 2016
|
|
Stateline Station
|
|
Multi-tenant retail
|
|
142,600
|
|
|
17,500
|
|
|
17,210
|
|
|
4,253
|
|
|||
March 30, 2016
|
|
Six Property Portfolio (c)
|
|
Single-user retail
|
|
230,400
|
|
|
35,413
|
|
|
34,986
|
|
|
13,618
|
|
|||
April 20, 2016
|
|
CVS Pharmacy – Oklahoma City
|
|
Single-user retail
|
|
10,900
|
|
|
4,676
|
|
|
4,608
|
|
|
1,764
|
|
|||
June 2, 2016
|
|
Rite Aid Store (Eckerd) – Canandaigua
& Tim Horton Donut Shop (d)
|
|
Single-user retail
|
|
16,600
|
|
|
5,400
|
|
|
5,333
|
|
|
1,444
|
|
|||
June 15, 2016
|
|
Academy Sports – Midland
|
|
Single-user retail
|
|
61,200
|
|
|
5,541
|
|
|
5,399
|
|
|
2,220
|
|
|||
June 23, 2016
|
|
Four Rite Aid Portfolio (e)
|
|
Single-user retail
|
|
45,400
|
|
|
15,934
|
|
|
14,646
|
|
|
2,287
|
|
|||
July 8, 2016
|
|
Broadway Shopping Center
|
|
Multi-tenant retail
|
|
190,300
|
|
|
20,500
|
|
|
20,103
|
|
|
7,958
|
|
|||
July 21, 2016
|
|
Mid-Hudson Center
|
|
Multi-tenant retail
|
|
235,600
|
|
|
27,500
|
|
|
25,615
|
|
|
—
|
|
|||
July 27, 2016
|
|
Rite Aid Store (Eckerd), Main St. –
Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,388
|
|
|
3,296
|
|
|
344
|
|
|||
July 29, 2016
|
|
Rite Aid Store (Eckerd) – Lancaster
|
|
Single-user retail
|
|
10,900
|
|
|
3,425
|
|
|
3,349
|
|
|
625
|
|
|||
August 4, 2016
|
|
Alison’s Corner
|
|
Multi-tenant retail
|
|
55,100
|
|
|
7,850
|
|
|
7,559
|
|
|
3,334
|
|
|||
August 5, 2016
|
|
Rite Aid Store (Eckerd) – Lake Ave.
|
|
Single-user retail
|
|
13,200
|
|
|
5,400
|
|
|
5,334
|
|
|
907
|
|
|||
August 12, 2016
|
|
Maple Tree Place
|
|
Multi-tenant retail
|
|
489,000
|
|
|
90,000
|
|
|
87,047
|
|
|
15,566
|
|
|||
August 12, 2016
|
|
CVS Pharmacy – Burleson
|
|
Single-user retail
|
|
10,900
|
|
|
4,190
|
|
|
4,102
|
|
|
1,425
|
|
|||
August 18, 2016
|
|
Mitchell Ranch Plaza
|
|
Multi-tenant retail
|
|
199,600
|
|
|
55,625
|
|
|
54,305
|
|
|
33,612
|
|
|||
August 22, 2016
|
|
Rite Aid Store (Eckerd), E. Main St. –
Batavia
|
|
Single-user retail
|
|
13,800
|
|
|
5,050
|
|
|
4,924
|
|
|
1,249
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd) – Lockport
|
|
Single-user retail
|
|
13,800
|
|
|
4,690
|
|
|
4,415
|
|
|
753
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd), Ferry St. –
Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,600
|
|
|
3,370
|
|
|
612
|
|
|||
November 9, 2016
|
|
Walgreens – Northwoods
|
|
Single-user retail
|
|
16,300
|
|
|
6,450
|
|
|
5,793
|
|
|
2,199
|
|
|||
November 23, 2016
|
|
Ten Rite Aid Portfolio (f)
|
|
Single-user retail
|
|
119,700
|
|
|
30,000
|
|
|
29,380
|
|
|
251
|
|
|||
December 8, 2016
|
|
Vail Ranch Plaza
|
|
Multi-tenant retail
|
|
101,800
|
|
|
27,450
|
|
|
27,160
|
|
|
11,247
|
|
|||
December 15, 2016
|
|
Pacheco Pass Phase I & II
|
|
Multi-tenant retail
|
|
194,300
|
|
|
41,500
|
|
|
39,549
|
|
|
4,758
|
|
|||
December 16, 2016
|
|
South Billings Center (g)
|
|
Development (g)
|
|
—
|
|
|
2,250
|
|
|
2,157
|
|
|
—
|
|
|||
December 22, 2016
|
|
Rite Aid Store (Eckerd) – Colesville
|
|
Single-user retail
|
|
13,400
|
|
|
7,700
|
|
|
7,444
|
|
|
1,893
|
|
|||
December 29, 2016
|
|
Commons at Royal Palm
|
|
Multi-tenant retail
|
|
156,500
|
|
|
23,700
|
|
|
21,460
|
|
|
6,553
|
|
|||
December 30, 2016
|
|
CVS Pharmacy (Eckerd) – Edmond &
CVS Pharmacy (Eckerd) – Norman (h)
|
Single-user retail
|
|
27,600
|
|
|
10,630
|
|
|
10,467
|
|
|
5,069
|
|
||||
|
|
|
|
|
|
3,013,900
|
|
|
$
|
540,362
|
|
|
$
|
448,216
|
|
|
$
|
127,809
|
|
(a)
|
Aggregate proceeds are net of transaction costs.
|
(b)
|
The property was disposed of through a lender-directed sale in full satisfaction of the Company’s
$94,353
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. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of
$13,653
.
|
(c)
|
Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean.
|
(d)
|
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua and Tim Horton Donut Shop were negotiated as a single transaction.
|
(e)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, (iii) Rite Aid Store (Eckerd), Union Rd. – West Seneca and (iv) Rite Aid Store (Eckerd) – Greece.
|
(f)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Chattanooga, (ii) Rite Aid Store (Eckerd) – Yorkshire, (iii) Rite Aid Store (Eckerd), Sheridan Dr. – Amherst, (iv) Rite Aid Store (Eckerd) – Grand Island, (v) Rite Aid Store (Eckerd) – North Chili, (vi) Rite Aid Store (Eckerd) – Tonawanda, (vii) Rite Aid Store (Eckerd) – Irondequoit, (viii) Rite Aid Store (Eckerd) – Hudson, (ix) Rite Aid Store (Eckerd), Transit Rd. – Amherst and (x) Rite Aid Store (Eckerd), Harlem Rd. – West Seneca.
|
(g)
|
South Billings Center was classified as a development property but was not under active development.
|
(h)
|
The terms of the disposition of CVS Pharmacy (Eckerd) – Edmond and CVS Pharmacy (Eckerd) – Norman were negotiated as a single transaction.
|
|
December 31, 2016
|
||
Assets
|
|
||
Land, building and other improvements
|
$
|
45,395
|
|
Accumulated depreciation
|
(15,769
|
)
|
|
Net investment properties
|
29,626
|
|
|
Other assets
|
1,201
|
|
|
Assets associated with investment properties held for sale
|
$
|
30,827
|
|
|
|
||
Liabilities
|
|
||
Other liabilities
|
$
|
864
|
|
Liabilities associated with investment properties held for sale
|
$
|
864
|
|
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 (c)
|
|
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.
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per
Restricted Share
|
|||
Balance as of January 1, 2014
|
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
|
788
|
|
|
$
|
15.52
|
|
Shares granted (a)
|
274
|
|
|
$
|
14.76
|
|
Shares vested
|
(510
|
)
|
|
$
|
15.38
|
|
Shares forfeited (b)
|
(10
|
)
|
|
$
|
14.70
|
|
Balance as of December 31, 2016 (c)
|
542
|
|
|
$
|
15.28
|
|
(a)
|
Shares granted in
2014
,
2015
and
2016
vest over periods ranging from
one year
to
three years
,
0.4 years
to
3.4 years
and
0.4 years
to
3.9 years
, respectively, in accordance with the terms of applicable award agreements.
|
(b)
|
Effective January 1, 2016, the Company made an accounting policy election to account for forfeitures when they occur.
|
(c)
|
As of
December 31, 2016
, total unrecognized compensation expense related to unvested restricted shares was
$2,674
, which is expected to be amortized over a weighted average term of
1.3 years
.
|
|
Unvested
RSUs
|
|
Weighted Average
Grant Date
Fair Value
per RSU
|
|||
RSUs eligible for future conversion as of January 1, 2015
|
—
|
|
|
$
|
—
|
|
RSUs granted (a)
|
180
|
|
|
$
|
14.19
|
|
RSUs ineligible for conversion
|
(6
|
)
|
|
$
|
14.10
|
|
RSUs eligible for future conversion as of December 31, 2015
|
174
|
|
|
$
|
14.20
|
|
RSUs granted (b)
|
246
|
|
|
$
|
13.85
|
|
RSUs ineligible for conversion
|
(29
|
)
|
|
$
|
13.56
|
|
RSUs eligible for future conversion as of December 31, 2016 (c)
|
391
|
|
|
$
|
14.02
|
|
(a)
|
Assumptions as of the grant dates included a weighted average risk-free interest rate of
0.80%
, the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s weighted average common stock dividend yield of
4.26%
.
|
(b)
|
Assumptions as of the grant dates included a weighted average risk-free interest rate of
0.89%
, the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s weighted average common stock dividend yield of
4.59%
.
|
(c)
|
As of
December 31, 2016
, total unrecognized compensation expense related to unvested RSUs was
$3,471
, which is expected to be amortized over a weighted average term of
2.4 years
.
|
|
|
Minimum Lease Payments
|
||
2017
|
|
$
|
423,207
|
|
2018
|
|
382,938
|
|
|
2019
|
|
321,179
|
|
|
2020
|
|
262,571
|
|
|
2021
|
|
213,514
|
|
|
Thereafter
|
|
720,075
|
|
|
Total
|
|
$
|
2,323,484
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Ground lease rent expense (a)
|
$
|
10,464
|
|
|
$
|
11,461
|
|
|
$
|
11,676
|
|
Office rent expense (b)
|
$
|
1,317
|
|
|
$
|
1,246
|
|
|
$
|
1,210
|
|
(a)
|
Included in “Operating expenses” in the accompanying consolidated statements of operations and other comprehensive income. Includes straight-line ground rent expense of
$3,253
,
$3,722
and
$3,889
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(b)
|
Office rent expense related to property management operations is included in “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
|
||
2017
|
|
$
|
7,853
|
|
2018
|
|
7,842
|
|
|
2019
|
|
8,157
|
|
|
2020
|
|
8,318
|
|
|
2021
|
|
8,525
|
|
|
Thereafter
|
|
376,939
|
|
|
Total
|
|
$
|
417,634
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||
|
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)
|
$
|
773,395
|
|
|
6.31
|
%
|
|
4.2
|
|
$
|
1,128,505
|
|
(b)
|
6.08
|
%
|
|
3.9
|
Premium, net of accumulated amortization
|
1,437
|
|
|
|
|
|
|
1,865
|
|
|
|
|
|
||||
Discount, net of accumulated amortization
|
(622
|
)
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
||||
Capitalized loan fees, net of accumulated
amortization
|
(5,026
|
)
|
|
|
|
|
|
(7,233
|
)
|
|
|
|
|
||||
Mortgages payable, net
|
$
|
769,184
|
|
|
|
|
|
|
$
|
1,123,136
|
|
|
|
|
|
(a)
|
The fixed rate mortgages had interest rates ranging from
3.75%
to
8.00%
and
3.35%
to
8.00%
as of
December 31, 2016
and
2015
, respectively.
|
(b)
|
Includes
$7,910
of variable rate mortgage debt that was swapped to a fixed rate as of December 31, 2015.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
35,023
|
|
|
$
|
11,463
|
|
|
$
|
433,982
|
|
|
$
|
4,334
|
|
|
$
|
23,249
|
|
|
$
|
265,344
|
|
|
$
|
773,395
|
|
Fixed rate term loan (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
600,000
|
|
|
700,000
|
|
|||||||
Total fixed rate debt
|
35,023
|
|
|
11,463
|
|
|
433,982
|
|
|
4,334
|
|
|
373,249
|
|
|
865,344
|
|
|
1,723,395
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate term loan and
revolving line of credit
|
—
|
|
|
200,000
|
|
|
—
|
|
|
86,000
|
|
|
—
|
|
|
—
|
|
|
286,000
|
|
|||||||
Total debt (d)
|
$
|
35,023
|
|
|
$
|
211,463
|
|
|
$
|
433,982
|
|
|
$
|
90,334
|
|
|
$
|
373,249
|
|
|
$
|
865,344
|
|
|
$
|
2,009,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
4.83
|
%
|
|
6.51
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.82
|
%
|
|||||||
Variable rate debt (e)
|
—
|
|
|
2.22
|
%
|
|
—
|
|
|
2.12
|
%
|
|
—
|
|
|
—
|
|
|
2.19
|
%
|
|||||||
Total
|
4.83
|
%
|
|
2.45
|
%
|
|
7.49
|
%
|
|
2.24
|
%
|
|
2.73
|
%
|
|
4.36
|
%
|
|
4.44
|
%
|
(a)
|
Excludes mortgage premium of
$1,437
and discount of
$(622)
, net of accumulated amortization, as of
December 31, 2016
.
|
(b)
|
$250,000
of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert
one-month floating rate LIBOR
to a weighted average fixed rate of
0.6677%
through December 31, 2017.
|
(c)
|
Excludes discount of
$(971)
, net of accumulated amortization, as of
December 31, 2016
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.3 years
as of
December 31, 2016
. Total debt excludes capitalized loan fees of
$(11,314)
, net of accumulated amortization, as of
December 31, 2016
, which are included as a reduction to the respective debt balances, and the Term Loan Due 2023, which funded on January 3, 2017. Refer to Note 9 to the consolidated financial statements for further details on the Term Loan Due 2023.
|
(e)
|
Represents interest rates as of
December 31, 2016
.
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
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% due 2021
|
|
June 30, 2021
|
|
$
|
100,000
|
|
|
4.12
|
%
|
|
$
|
100,000
|
|
|
4.12
|
%
|
Senior notes – 4.58% 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
|
%
|
|
250,000
|
|
|
4.00
|
%
|
||
Senior notes – 4.08% due 2026
|
|
September 30, 2026
|
|
100,000
|
|
|
4.08
|
%
|
|
—
|
|
|
—
|
%
|
||
Senior notes – 4.24% due 2028
|
|
December 28, 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
700,000
|
|
|
4.19
|
%
|
|
500,000
|
|
|
4.20
|
%
|
||
Discount, net of accumulated amortization
|
|
|
|
(971
|
)
|
|
|
|
(1,090
|
)
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
(3,886
|
)
|
|
|
|
(3,334
|
)
|
|
|
|||||
|
|
Total
|
|
$
|
695,143
|
|
|
|
|
$
|
495,576
|
|
|
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$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
|
$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, 2016
|
|
December 31, 2015
|
||||||||||
Unsecured Credit Facility
|
|
Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
|
Balance
|
|
Interest Rate/
Weighted Average Interest Rate |
||||||
$250,000 unsecured term loan – fixed rate (a)
|
|
$
|
250,000
|
|
|
1.97
|
%
|
|
$
|
—
|
|
|
—
|
%
|
$200,000 unsecured term loan – variable rate
|
|
200,000
|
|
|
2.22
|
%
|
|
—
|
|
|
—
|
%
|
||
$450,000 unsecured term loan – fixed rate portion (b)
|
|
—
|
|
|
—
|
%
|
|
300,000
|
|
|
1.99
|
%
|
||
$450,000 unsecured term loan – variable rate portion
|
|
—
|
|
|
—
|
%
|
|
150,000
|
|
|
1.88
|
%
|
||
Subtotal
|
|
450,000
|
|
|
|
|
450,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
(2,402
|
)
|
|
|
|
(2,474
|
)
|
|
|
||||
Term loans, net
|
|
447,598
|
|
|
|
|
447,526
|
|
|
|
||||
Revolving line of credit – variable rate (c)
|
|
86,000
|
|
|
2.12
|
%
|
|
100,000
|
|
|
1.93
|
%
|
||
Total unsecured credit facility, net
|
|
$
|
533,598
|
|
|
2.09
|
%
|
|
$
|
547,526
|
|
|
1.95
|
%
|
(a)
|
As of
December 31, 2016
,
$250,000
of LIBOR-based variable rate debt has been swapped to a weighted average fixed rate of
0.6677%
plus a credit spread based on a leverage grid ranging from
1.30%
to
2.20%
through December 31, 2017. The applicable credit spread was
1.30%
as of
December 31, 2016
.
|
(b)
|
As of
December 31, 2015
,
$300,000
of LIBOR-based variable rate debt had 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
.
|
(c)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
Effective Date
|
|
Notional
|
|
Fixed
Interest Rate
|
|
Termination Date
|
|||
March 1, 2016
|
|
$
|
100,000
|
|
|
0.6591
|
%
|
|
December 31, 2017
|
May 16, 2016
|
|
$
|
150,000
|
|
|
0.6735
|
%
|
|
December 31, 2017
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2016 |
|
December 31,
2015 |
||||||
Interest rate swaps
|
|
2
|
|
|
2
|
|
|
$
|
250,000
|
|
|
$
|
307,910
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets, net
|
|
$
|
743
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate swaps
|
|
N/A
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
85
|
|
|
Other Joint Ventures (a)
|
||
|
2014
|
||
Revenues
|
|
||
Property related income
|
$
|
11,853
|
|
Other income
|
6,679
|
|
|
Total revenues
|
18,532
|
|
|
|
|
||
Expenses
|
|
||
Operating expenses
|
1,660
|
|
|
Real estate taxes
|
2,339
|
|
|
Depreciation and amortization
|
3,948
|
|
|
General and administrative expenses
|
268
|
|
|
Interest expense
|
3,028
|
|
|
Other expense, net
|
11,921
|
|
|
Total expenses
|
23,164
|
|
|
|
|
||
Loss from continuing operations
|
(4,632
|
)
|
|
Net loss
|
$
|
(4,632
|
)
|
(a)
|
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.
|
|
|
The Company’s Share of
Net Income (Loss) |
|
Net Cash Distributions from/(Contributions to) Joint Ventures
|
|
Fees Earned by
the Company
|
||||||
Joint Venture
|
|
2014
|
|
2014
|
|
2014
|
||||||
MS Inland (a)
|
|
$
|
241
|
|
|
$
|
1,360
|
|
|
$
|
338
|
|
Captive (b)
|
|
(2,444
|
)
|
|
(25
|
)
|
|
—
|
|
|||
|
|
$
|
(2,203
|
)
|
|
$
|
1,335
|
|
|
$
|
338
|
|
(a)
|
On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland.
|
(b)
|
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
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
37,110
|
|
|
$
|
3,832
|
|
|
$
|
597
|
|
|
Gain on sales of investment properties
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|
|||
Net income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
|||
Preferred stock dividends
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
|||
Income from continuing operations attributable to common shareholders
|
157,367
|
|
|
115,646
|
|
|
33,343
|
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
507
|
|
|
|||
Net income attributable to common shareholders
|
157,367
|
|
|
115,646
|
|
|
33,850
|
|
|
|||
Distributions paid on unvested restricted shares
|
(445
|
)
|
|
(481
|
)
|
|
(225
|
)
|
|
|||
Net income attributable to common shareholders excluding amounts
attributable to unvested restricted shares
|
$
|
156,922
|
|
|
$
|
115,165
|
|
|
$
|
33,625
|
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for earnings per common share – basic:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
236,651
|
|
(a)
|
236,380
|
|
(b)
|
236,184
|
|
(c)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
2
|
|
(d)
|
2
|
|
(d)
|
3
|
|
(d)
|
|||
RSUs
|
298
|
|
(e)
|
—
|
|
(f)
|
—
|
|
|
|||
Denominator for earnings per common share – diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent
shares outstanding
|
236,951
|
|
|
236,382
|
|
|
236,187
|
|
|
(a)
|
Excludes
542
shares of unvested restricted common stock, which equate to
637
shares on a weighted average basis for the year ended
December 31, 2016
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
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 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
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.
|
(d)
|
There were outstanding options to purchase
41
,
53
and
64
shares of common stock as of
December 31, 2016
,
2015
and
2014
, respectively, at a weighted average exercise price of
$19.25
,
$19.39
and
$19.32
, respectively. Of these totals, outstanding options to purchase
35
,
45
and
54
shares of common stock as of
December 31, 2016
,
2015
and
2014
, respectively, at a weighted average exercise price of
$20.55
,
$20.74
and
$20.72
, 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
391
RSUs eligible for future conversion following the performance period as of December 31, 2016 (see Note 5 to the consolidated financial statements), which equate to
367
RSUs on a weighted average basis for the year ended December 31, 2016. 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 periods.
|
(f)
|
There were
174
RSUs eligible for future conversion following the performance period as of December 31, 2015, which equate to
101
RSUs on a weighted average basis for the year ended December 31, 2015. 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 have been outstanding.
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Basis difference in properties
|
|
$
|
—
|
|
|
$
|
1,109
|
|
Capital loss carryforward
|
|
9,628
|
|
|
9,885
|
|
||
Net operating loss carryforward
|
|
10,677
|
|
|
12,543
|
|
||
Other
|
|
870
|
|
|
81
|
|
||
Gross deferred tax assets
|
|
21,175
|
|
|
23,618
|
|
||
Less: valuation allowance
|
|
(21,175
|
)
|
|
(23,618
|
)
|
||
Total deferred tax assets
|
|
—
|
|
|
—
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to the Company
|
|
$
|
166,817
|
|
|
$
|
125,096
|
|
|
$
|
43,300
|
|
Book/tax differences
|
|
(50,950
|
)
|
|
2,344
|
|
|
71,910
|
|
|||
REIT taxable income subject to 90% dividend requirement
|
|
$
|
115,867
|
|
|
$
|
127,440
|
|
|
$
|
115,210
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash distributions paid
|
|
$
|
166,285
|
|
|
$
|
166,064
|
|
|
$
|
166,025
|
|
Less: non-dividend distributions
|
|
(50,418
|
)
|
|
(38,624
|
)
|
|
(50,815
|
)
|
|||
Total dividends paid deduction attributable to earnings and profits
|
|
$
|
115,867
|
|
|
$
|
127,440
|
|
|
$
|
115,210
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Preferred stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
Non-dividend distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total distributions per share
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
0.45
|
|
|
$
|
0.50
|
|
|
$
|
0.45
|
|
Non-dividend distributions
|
|
0.21
|
|
|
0.16
|
|
|
0.21
|
|
|||
Total distributions per share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
December 31,
|
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|
|||
Number of properties for which indicators of impairment were identified
|
7
|
|
|
3
|
|
(a)
|
8
|
|
(b)
|
Less: number of properties for which an impairment charge was recorded
|
2
|
|
|
—
|
|
|
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
|
2
|
|
|
—
|
|
|
1
|
|
|
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
|
3
|
|
|
3
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (c)
|
21
|
%
|
|
42
|
%
|
|
48
|
%
|
|
(a)
|
Includes
one
property which has subsequently been sold as of
December 31, 2016
.
|
(b)
|
Includes
seven
properties which have subsequently been sold as of
December 31, 2016
.
|
(c)
|
Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
|
(a)
|
An impairment charge was recorded on March 31, 2016 based upon the terms and conditions of an executed sales contract, which was subsequently terminated. The property, which was not under active development, was sold on December 16, 2016 and additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.
|
(b)
|
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 June 30, 2016 and was sold on July 21, 2016.
|
(c)
|
The Company recorded an impairment charge driven by a change in the estimated holding period for the property.
|
(d)
|
The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property.
|
(e)
|
The Company recorded an impairment charge based upon the terms and conditions of a bona fide purchase offer. This property was sold on January 27, 2017.
|
(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 (b)
|
|
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. This property was sold on February 1, 2016.
|
(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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
743
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
769,184
|
|
|
$
|
833,210
|
|
|
$
|
1,123,136
|
|
|
$
|
1,213,620
|
|
Unsecured notes payable, net
|
$
|
695,143
|
|
|
$
|
679,212
|
|
|
$
|
495,576
|
|
|
$
|
486,701
|
|
Unsecured term loans, net
|
$
|
447,598
|
|
|
$
|
450,421
|
|
|
$
|
447,526
|
|
|
$
|
450,000
|
|
Unsecured revolving line of credit
|
$
|
86,000
|
|
|
$
|
86,130
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
85
|
|
•
|
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, 2016
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
743
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment (a)
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
500
|
|
(b)
|
$
|
10,600
|
|
(c)
|
$
|
11,100
|
|
|
$
|
13,227
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to
December 31, 2016
.
|
(b)
|
Represents the fair value of the Company’s Rite Aid Store (Eckerd), Culver Rd. investment property. The estimated fair value of Rite Aid Store (Eckerd), Culver Rd. was based upon the expected sales price from a bona fide purchase offer and determined to be a Level 2 input.
|
(c)
|
Represents the fair values of the Company’s Crown Theater and Saucon Valley Square investment properties. The estimated fair values of Crown Theater and Saucon Valley Square of
$4,000
and
$6,600
, 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 financial and 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 values of Crown Theater as of December 31, 2016 and Saucon Valley Square as of September 30, 2016, the date the assets were measured at fair value:
|
|
|
2016
|
||
|
|
Low
|
|
High
|
Rental growth rates
|
|
Varies (i)
|
|
Varies (i)
|
Operating expense growth rates
|
|
3.10%
|
|
18.02%
|
Discount rates
|
|
9.35%
|
|
10.00%
|
Terminal capitalization rates
|
|
8.35%
|
|
9.50%
|
(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.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
833,210
|
|
|
$
|
833,210
|
|
Unsecured notes payable, net
|
$
|
234,700
|
|
|
$
|
—
|
|
|
$
|
444,512
|
|
|
$
|
679,212
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,421
|
|
|
$
|
450,421
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,130
|
|
|
$
|
86,130
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,213,620
|
|
|
$
|
1,213,620
|
|
Unsecured notes payable, net
|
$
|
239,482
|
|
|
$
|
—
|
|
|
$
|
247,219
|
|
|
$
|
486,701
|
|
Unsecured term loan, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
•
|
defeased the IW JV portfolio of mortgages payable, which had an outstanding principal balance of
$379,435
and an interest rate of
7.50%
, and incurred a defeasance premium of
$60,198
. See Note 7 to the consolidated financial statements for further details;
|
•
|
received funding in the amount of
$200,000
on the Term Loan Due 2023. See Note 9 to the consolidated financial statements for further details;
|
•
|
entered into
two
agreements to swap a total of
$200,000
of LIBOR-based variable rate debt to a fixed interest rate of
1.2628%
through November 22, 2018;
|
•
|
closed on the acquisition of Main Street Promenade, a
181,600
square foot multi-tenant retail property located in Naperville, Illinois, for a gross purchase price of
$88,000
through a consolidated VIE to facilitate a potential 1031 Exchange;
|
•
|
closed on the disposition of Rite Aid Store (Eckerd), Culver Rd., a
10,900
square foot single-user retail operating property located in Rochester, New York, for a sales price of
$500
with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
|
•
|
granted
88
restricted shares at a grant date fair value of
$15.34
per share and
253
RSUs at a grant date fair value of
$15.52
per RSU to the Company’s executives in conjunction with its long-term equity compensation plan. The restricted shares will vest over
three years
and the RSUs granted are subject to a
three
-year performance period. Refer to Note 5 to the consolidated financial statements for additional details regarding the terms of the RSUs;
|
•
|
closed on a transaction whereby the Company received the fee interest in approximately
50
acres of land at Boulevard at the Capital Centre, an existing wholly-owned multi-tenant retail operating property located in Largo, Maryland. The property was previously subject to a ground lease with a third party for approximately
70
acres. In conjunction with this transaction, the Company paid consideration of
$1,939
and agreed to shorten the term of the ground lease related to the remaining land;
|
•
|
declared the cash dividend for the first quarter of
2017
for its
7.00%
Series A cumulative redeemable preferred stock. The dividend of
$0.4375
per preferred share will be paid on March 31,
2017
to preferred shareholders of record at the close of business on March 20,
2017
; and
|
•
|
declared the cash dividend for the first quarter of
2017
of
$0.165625
per share on its outstanding Class A common stock, which will be paid on April 10,
2017
to Class A common shareholders of record at the close of business on March 27,
2017
.
|
|
|
2016
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenues
|
|
$
|
142,752
|
|
|
$
|
144,526
|
|
|
$
|
147,226
|
|
|
$
|
148,639
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
18,295
|
|
|
$
|
72,494
|
|
|
$
|
28,602
|
|
|
$
|
47,426
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
|
$
|
15,932
|
|
|
$
|
70,132
|
|
|
$
|
26,239
|
|
|
$
|
45,064
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to common
shareholders – basic and diluted
|
|
$
|
0.07
|
|
|
$
|
0.30
|
|
|
$
|
0.11
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
236,528
|
|
|
236,783
|
|
|
236,716
|
|
|
236,578
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
236,852
|
|
|
237,108
|
|
|
236,902
|
|
|
236,680
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
|
Balance at
beginning
of year
|
|
Charged to
costs and
expenses
|
|
Write-offs
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
7,910
|
|
|
2,466
|
|
|
(3,490
|
)
|
|
$
|
6,886
|
|
Tax valuation allowance
|
|
$
|
23,618
|
|
|
(2,443
|
)
|
|
—
|
|
|
$
|
21,175
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
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
|
|
$
|
2,823
|
|
|
$
|
1,300
|
|
|
$
|
5,319
|
|
|
$
|
900
|
|
|
$
|
1,300
|
|
|
$
|
6,219
|
|
|
$
|
7,519
|
|
|
$
|
2,578
|
|
|
2003
|
|
12/04
|
Panama City, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ashland & Roosevelt
|
|
973
|
|
|
13,850
|
|
|
21,052
|
|
|
642
|
|
|
13,850
|
|
|
21,694
|
|
|
35,544
|
|
|
9,110
|
|
|
2002
|
|
05/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Avondale Plaza
|
|
—
|
|
|
4,573
|
|
|
9,497
|
|
|
36
|
|
|
4,573
|
|
|
9,533
|
|
|
14,106
|
|
|
779
|
|
|
2005
|
|
11/14
|
||||||||
Redmond, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square I
|
|
11,127
|
|
|
6,375
|
|
|
21,304
|
|
|
1,793
|
|
|
6,375
|
|
|
23,097
|
|
|
29,472
|
|
|
10,703
|
|
|
2004
|
|
10/04
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Azalea Square III
|
|
—
|
|
|
3,280
|
|
|
10,348
|
|
|
90
|
|
|
3,280
|
|
|
10,438
|
|
|
13,718
|
|
|
3,529
|
|
|
2007
|
|
10/07
|
||||||||
Summerville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
8,355
|
|
|
10,350
|
|
|
18,367
|
|
|
692
|
|
|
10,350
|
|
|
19,059
|
|
|
29,409
|
|
|
8,561
|
|
|
2004
|
|
10/04
|
||||||||
Miami, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
313
|
|
|
4,530
|
|
|
12,214
|
|
|
16,744
|
|
|
4,979
|
|
|
2000-2002
|
|
07/05
|
||||||||
Westbury, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Boulevard at the Capital Centre
|
|
—
|
|
|
—
|
|
|
114,703
|
|
|
(28,975
|
)
|
|
—
|
|
|
85,728
|
|
|
85,728
|
|
|
28,916
|
|
|
2004
|
|
09/04
|
||||||||
Largo, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Boulevard Plaza
|
|
2,197
|
|
|
4,170
|
|
|
12,038
|
|
|
3,564
|
|
|
4,170
|
|
|
15,602
|
|
|
19,772
|
|
|
6,729
|
|
|
1994
|
|
04/05
|
||||||||
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Brickyard
|
|
—
|
|
|
45,300
|
|
|
26,657
|
|
|
7,546
|
|
|
45,300
|
|
|
34,203
|
|
|
79,503
|
|
|
13,589
|
|
|
1977/2004
|
|
04/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Brown's Lane
|
|
4,585
|
|
|
2,600
|
|
|
12,005
|
|
|
1,254
|
|
|
2,600
|
|
|
13,259
|
|
|
15,859
|
|
|
5,632
|
|
|
1985
|
|
04/05
|
||||||||
Middletown, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cedar Park Town Center
|
|
—
|
|
|
23,923
|
|
|
13,829
|
|
|
368
|
|
|
23,923
|
|
|
14,197
|
|
|
38,120
|
|
|
1,254
|
|
|
2013
|
|
02/15
|
||||||||
Cedar Park, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Central Texas Marketplace
|
|
—
|
|
|
13,000
|
|
|
47,559
|
|
|
8,757
|
|
|
13,000
|
|
|
56,316
|
|
|
69,316
|
|
|
19,721
|
|
|
2004
|
|
12/06
|
||||||||
Waco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Centre at Laurel
|
|
—
|
|
|
19,000
|
|
|
8,406
|
|
|
16,714
|
|
|
18,700
|
|
|
25,420
|
|
|
44,120
|
|
|
9,805
|
|
|
2005
|
|
02/06
|
||||||||
Laurel, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Chantilly Crossing
|
|
—
|
|
|
8,500
|
|
|
16,060
|
|
|
2,347
|
|
|
8,500
|
|
|
18,407
|
|
|
26,907
|
|
|
7,633
|
|
|
2004
|
|
05/05
|
||||||||
Chantilly, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cinemark Seven Bridges
|
|
4,585
|
|
|
3,450
|
|
|
11,728
|
|
|
15
|
|
|
3,450
|
|
|
11,743
|
|
|
15,193
|
|
|
4,824
|
|
|
2000
|
|
03/05
|
||||||||
Woodridge, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Clearlake Shores
|
|
—
|
|
|
1,775
|
|
|
7,026
|
|
|
1,182
|
|
|
1,775
|
|
|
8,208
|
|
|
9,983
|
|
|
3,467
|
|
|
2003-2004
|
|
04/05
|
||||||||
Clear Lake, 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
|
||||||||
Coal Creek Marketplace
|
|
—
|
|
|
5,023
|
|
|
12,382
|
|
|
76
|
|
|
5,023
|
|
|
12,458
|
|
|
17,481
|
|
|
672
|
|
|
1991
|
|
08/15
|
Newcastle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Colony Square
|
|
—
|
|
|
16,700
|
|
|
22,775
|
|
|
3,564
|
|
|
16,700
|
|
|
26,339
|
|
|
43,039
|
|
|
9,481
|
|
|
1997
|
|
05/06
|
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Columns
|
|
11,479
|
|
|
5,830
|
|
|
19,439
|
|
|
415
|
|
|
5,830
|
|
|
19,854
|
|
|
25,684
|
|
|
8,858
|
|
|
2004
|
|
8/04 &
|
Jackson, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/04
|
||||||||
The Commons at Temecula
|
|
—
|
|
|
12,000
|
|
|
35,887
|
|
|
3,344
|
|
|
12,000
|
|
|
39,231
|
|
|
51,231
|
|
|
16,211
|
|
|
1999
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coppell Town Center
|
|
—
|
|
|
2,919
|
|
|
13,281
|
|
|
59
|
|
|
2,919
|
|
|
13,340
|
|
|
16,259
|
|
|
1,744
|
|
|
1999
|
|
10/13
|
Coppell, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coram Plaza
|
|
12,992
|
|
|
10,200
|
|
|
26,178
|
|
|
3,091
|
|
|
10,200
|
|
|
29,269
|
|
|
39,469
|
|
|
12,854
|
|
|
2004
|
|
12/04
|
Coram, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corwest Plaza
|
|
13,985
|
|
|
6,900
|
|
|
23,851
|
|
|
2
|
|
|
6,900
|
|
|
23,853
|
|
|
30,753
|
|
|
11,409
|
|
|
1999-2003
|
|
01/04
|
New Britain, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cottage Plaza
|
|
9,980
|
|
|
3,000
|
|
|
19,158
|
|
|
474
|
|
|
3,000
|
|
|
19,632
|
|
|
22,632
|
|
|
8,469
|
|
|
2004-2005
|
|
02/05
|
Pawtucket, RI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cranberry Square
|
|
10,239
|
|
|
3,000
|
|
|
18,736
|
|
|
1,398
|
|
|
3,000
|
|
|
20,134
|
|
|
23,134
|
|
|
9,061
|
|
|
1996-1997
|
|
07/04
|
Cranberry Township, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crown Theater
|
|
—
|
|
|
7,318
|
|
|
954
|
|
|
(5,481
|
)
|
|
2,707
|
|
|
84
|
|
|
2,791
|
|
|
—
|
|
|
2000
|
|
07/05
|
Hartford, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cuyahoga Falls Market Center
|
|
3,387
|
|
|
3,350
|
|
|
11,083
|
|
|
581
|
|
|
3,350
|
|
|
11,664
|
|
|
15,014
|
|
|
5,006
|
|
|
1998
|
|
04/05
|
Cuyahoga Falls, OH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
2,708
|
|
|
831
|
|
|
1999
|
|
05/05
|
Lawton, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cypress Mill Plaza
|
|
—
|
|
|
4,962
|
|
|
9,976
|
|
|
77
|
|
|
4,962
|
|
|
10,053
|
|
|
15,015
|
|
|
1,452
|
|
|
2004
|
|
10/13
|
Cypress, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Davis Towne Crossing
|
|
—
|
|
|
1,850
|
|
|
5,681
|
|
|
1,181
|
|
|
1,671
|
|
|
7,041
|
|
|
8,712
|
|
|
3,072
|
|
|
2003-2004
|
|
06/04
|
North Richland Hills, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denton Crossing
|
|
25,322
|
|
|
6,000
|
|
|
43,434
|
|
|
12,889
|
|
|
6,000
|
|
|
56,323
|
|
|
62,323
|
|
|
24,358
|
|
|
2003-2004
|
|
10/04
|
Denton, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dorman Center I & II
|
|
19,906
|
|
|
17,025
|
|
|
29,478
|
|
|
1,057
|
|
|
17,025
|
|
|
30,535
|
|
|
47,560
|
|
|
14,747
|
|
|
2003-2004
|
|
3/04 & 7/04
|
Spartanburg, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Downtown Crown
|
|
—
|
|
|
43,367
|
|
|
110,785
|
|
|
1,940
|
|
|
43,367
|
|
|
112,725
|
|
|
156,092
|
|
|
8,432
|
|
|
2014
|
|
01/15
|
Gaithersburg, 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
|
||||||||
East Stone Commons
|
|
—
|
|
|
2,900
|
|
|
28,714
|
|
|
(727
|
)
|
|
2,826
|
|
|
28,061
|
|
|
30,887
|
|
|
10,813
|
|
|
2005
|
|
06/06
|
Kingsport, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastside
|
|
—
|
|
|
4,055
|
|
|
17,620
|
|
|
27
|
|
|
4,055
|
|
|
17,647
|
|
|
21,702
|
|
|
455
|
|
|
2008
|
|
06/16
|
Richardson, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastwood Towne Center
|
|
—
|
|
|
12,000
|
|
|
65,067
|
|
|
4,574
|
|
|
12,000
|
|
|
69,641
|
|
|
81,641
|
|
|
31,168
|
|
|
2002
|
|
05/04
|
Lansing, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edgemont Town Center
|
|
6,040
|
|
|
3,500
|
|
|
10,956
|
|
|
449
|
|
|
3,500
|
|
|
11,405
|
|
|
14,905
|
|
|
5,067
|
|
|
2003
|
|
11/04
|
Homewood, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
8,830
|
|
|
—
|
|
|
35,421
|
|
|
—
|
|
|
—
|
|
|
35,421
|
|
|
35,421
|
|
|
15,151
|
|
|
1988
|
|
05/05
|
Fresno, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
12,765
|
|
|
11,800
|
|
|
33,098
|
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
44,898
|
|
|
14,157
|
|
|
1997
|
|
05/05
|
Ontario, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Evans Towne Centre
|
|
3,965
|
|
|
1,700
|
|
|
6,425
|
|
|
1,030
|
|
|
1,700
|
|
|
7,455
|
|
|
9,155
|
|
|
3,081
|
|
|
1995
|
|
12/04
|
Evans, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fairgrounds Plaza
|
|
—
|
|
|
4,800
|
|
|
13,490
|
|
|
4,626
|
|
|
5,431
|
|
|
17,485
|
|
|
22,916
|
|
|
7,329
|
|
|
2002-2004
|
|
01/05
|
Middletown, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Five Forks
|
|
—
|
|
|
2,540
|
|
|
6,393
|
|
|
493
|
|
|
2,540
|
|
|
6,886
|
|
|
9,426
|
|
|
3,008
|
|
|
1999/2004-
|
|
12/04 &
|
Simpsonville, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
3/05
|
||||||||
Fordham Place
|
|
—
|
|
|
17,209
|
|
|
96,547
|
|
|
(6
|
)
|
|
17,209
|
|
|
96,541
|
|
|
113,750
|
|
|
11,057
|
|
|
Redev: 2009
|
|
11/13
|
Bronx, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Forks Town Center
|
|
7,805
|
|
|
2,430
|
|
|
14,836
|
|
|
818
|
|
|
2,430
|
|
|
15,654
|
|
|
18,084
|
|
|
7,077
|
|
|
2002
|
|
07/04
|
Easton, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fort Evans Plaza II
|
|
—
|
|
|
16,118
|
|
|
44,880
|
|
|
174
|
|
|
16,118
|
|
|
45,054
|
|
|
61,172
|
|
|
3,701
|
|
|
2008
|
|
01/15
|
Leesburg, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fox Creek Village
|
|
8,386
|
|
|
3,755
|
|
|
15,563
|
|
|
(913
|
)
|
|
3,755
|
|
|
14,650
|
|
|
18,405
|
|
|
6,641
|
|
|
2003-2004
|
|
11/04
|
Longmont, CO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fullerton Metrocenter
|
|
26,078
|
|
|
—
|
|
|
47,403
|
|
|
3,087
|
|
|
—
|
|
|
50,490
|
|
|
50,490
|
|
|
22,646
|
|
|
1988
|
|
06/04
|
Fullerton, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Galvez Shopping Center
|
|
—
|
|
|
1,250
|
|
|
4,947
|
|
|
382
|
|
|
1,250
|
|
|
5,329
|
|
|
6,579
|
|
|
2,247
|
|
|
2004
|
|
06/05
|
Galveston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gardiner Manor Mall
|
|
35,741
|
|
|
12,348
|
|
|
56,199
|
|
|
673
|
|
|
12,348
|
|
|
56,872
|
|
|
69,220
|
|
|
5,454
|
|
|
2000
|
|
06/14
|
Bay Shore, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Pavilions
|
|
22,538
|
|
|
9,880
|
|
|
55,195
|
|
|
1,165
|
|
|
9,880
|
|
|
56,360
|
|
|
66,240
|
|
|
24,741
|
|
|
2003-2004
|
|
12/04
|
Avondale, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Plaza
|
|
—
|
|
|
—
|
|
|
26,371
|
|
|
5,803
|
|
|
—
|
|
|
32,174
|
|
|
32,174
|
|
|
13,593
|
|
|
2000
|
|
07/04
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station
|
|
—
|
|
|
1,050
|
|
|
3,911
|
|
|
1,043
|
|
|
1,050
|
|
|
4,954
|
|
|
6,004
|
|
|
2,169
|
|
|
2003-2004
|
|
12/04
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station II & III
|
|
—
|
|
|
3,280
|
|
|
11,557
|
|
|
(7
|
)
|
|
3,280
|
|
|
11,550
|
|
|
14,830
|
|
|
3,791
|
|
|
2006-2007
|
|
05/07
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Village
|
|
34,766
|
|
|
8,550
|
|
|
39,298
|
|
|
5,397
|
|
|
8,550
|
|
|
44,695
|
|
|
53,245
|
|
|
19,745
|
|
|
1996
|
|
07/04
|
Annapolis, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gerry Centennial Plaza
|
|
—
|
|
|
5,370
|
|
|
12,968
|
|
|
9,282
|
|
|
5,370
|
|
|
22,250
|
|
|
27,620
|
|
|
7,491
|
|
|
2006
|
|
06/07
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Governor's Marketplace
|
|
—
|
|
|
—
|
|
|
30,377
|
|
|
3,309
|
|
|
—
|
|
|
33,686
|
|
|
33,686
|
|
|
15,267
|
|
|
2001
|
|
08/04
|
Tallahassee, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grapevine Crossing
|
|
—
|
|
|
4,100
|
|
|
16,938
|
|
|
241
|
|
|
3,894
|
|
|
17,385
|
|
|
21,279
|
|
|
7,382
|
|
|
2001
|
|
04/05
|
Grapevine, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Green's Corner
|
|
4,937
|
|
|
3,200
|
|
|
8,663
|
|
|
741
|
|
|
3,200
|
|
|
9,404
|
|
|
12,604
|
|
|
3,952
|
|
|
1997
|
|
12/04
|
Cumming, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gurnee Town Center
|
|
14,050
|
|
|
7,000
|
|
|
35,147
|
|
|
4,646
|
|
|
7,000
|
|
|
39,793
|
|
|
46,793
|
|
|
17,484
|
|
|
2000
|
|
10/04
|
Gurnee, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Henry Town Center
|
|
—
|
|
|
10,650
|
|
|
46,814
|
|
|
6,971
|
|
|
10,650
|
|
|
53,785
|
|
|
64,435
|
|
|
22,097
|
|
|
2002
|
|
12/04
|
McDonough, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Square
|
|
—
|
|
|
6,377
|
|
|
11,385
|
|
|
1,441
|
|
|
6,377
|
|
|
12,826
|
|
|
19,203
|
|
|
1,266
|
|
|
1985
|
|
02/14
|
Issaquah, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Towne Crossing
|
|
—
|
|
|
3,065
|
|
|
10,729
|
|
|
1,533
|
|
|
3,065
|
|
|
12,262
|
|
|
15,327
|
|
|
5,720
|
|
|
2002
|
|
03/04
|
Euless, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hickory Ridge
|
|
17,939
|
|
|
6,860
|
|
|
33,323
|
|
|
613
|
|
|
6,860
|
|
|
33,936
|
|
|
40,796
|
|
|
15,155
|
|
|
1999
|
|
01/04
|
Hickory, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
High Ridge Crossing
|
|
4,585
|
|
|
3,075
|
|
|
9,148
|
|
|
(159
|
)
|
|
3,075
|
|
|
8,989
|
|
|
12,064
|
|
|
3,897
|
|
|
2004
|
|
03/05
|
High Ridge, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holliday Towne Center
|
|
7,233
|
|
|
2,200
|
|
|
11,609
|
|
|
(333
|
)
|
|
2,200
|
|
|
11,276
|
|
|
13,476
|
|
|
5,007
|
|
|
2003
|
|
02/05
|
Duncansville, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Center
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
16,758
|
|
|
7,065
|
|
|
1996
|
|
06/05
|
Pittsburgh, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Plaza
|
|
10,689
|
|
|
9,700
|
|
|
17,137
|
|
|
1,738
|
|
|
9,700
|
|
|
18,875
|
|
|
28,575
|
|
|
7,805
|
|
|
1992
|
|
06/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
||||||||
HQ Building
|
|
—
|
|
|
5,200
|
|
|
10,010
|
|
|
4,211
|
|
|
5,200
|
|
|
14,221
|
|
|
19,421
|
|
|
5,858
|
|
|
Redev: 2004
|
|
12/05
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Huebner Oaks Center
|
|
—
|
|
|
18,087
|
|
|
64,731
|
|
|
217
|
|
|
18,087
|
|
|
64,948
|
|
|
83,035
|
|
|
6,139
|
|
|
1996
|
|
06/14
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Humblewood Shopping Center
|
|
—
|
|
|
2,200
|
|
|
12,823
|
|
|
1,392
|
|
|
2,200
|
|
|
14,215
|
|
|
16,415
|
|
|
5,406
|
|
|
Renov: 2005
|
|
11/05
|
Humble, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Irmo Station
|
|
4,674
|
|
|
2,600
|
|
|
9,247
|
|
|
1,231
|
|
|
2,579
|
|
|
10,499
|
|
|
13,078
|
|
|
4,529
|
|
|
1980 & 1985
|
|
12/04
|
Irmo, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jefferson Commons
|
|
—
|
|
|
23,097
|
|
|
52,762
|
|
|
2,001
|
|
|
23,097
|
|
|
54,763
|
|
|
77,860
|
|
|
17,720
|
|
|
2005
|
|
02/08
|
Newport News, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
John's Creek Village
|
|
—
|
|
|
14,446
|
|
|
23,932
|
|
|
568
|
|
|
14,446
|
|
|
24,500
|
|
|
38,946
|
|
|
2,531
|
|
|
2004
|
|
06/14
|
John's Creek, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
King Philip's Crossing
|
|
—
|
|
|
3,710
|
|
|
19,144
|
|
|
(150
|
)
|
|
3,710
|
|
|
18,994
|
|
|
22,704
|
|
|
7,779
|
|
|
2005
|
|
11/05
|
Seekonk, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
La Plaza Del Norte
|
|
—
|
|
|
16,005
|
|
|
37,744
|
|
|
4,007
|
|
|
16,005
|
|
|
41,751
|
|
|
57,756
|
|
|
19,057
|
|
|
1996/1999
|
|
01/04
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Mary Pointe
|
|
1,516
|
|
|
2,075
|
|
|
4,009
|
|
|
186
|
|
|
2,065
|
|
|
4,205
|
|
|
6,270
|
|
|
1,842
|
|
|
1999
|
|
10/04
|
Lake Mary, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Worth Towne Crossing
|
|
—
|
|
|
6,600
|
|
|
30,910
|
|
|
9,124
|
|
|
6,600
|
|
|
40,034
|
|
|
46,634
|
|
|
13,839
|
|
|
2005
|
|
06/06
|
Lake Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakepointe Towne Center
|
|
—
|
|
|
4,750
|
|
|
23,904
|
|
|
3,027
|
|
|
4,750
|
|
|
26,931
|
|
|
31,681
|
|
|
11,092
|
|
|
2004
|
|
05/05
|
Lewisville, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakewood Towne Center
|
|
—
|
|
|
12,555
|
|
|
74,612
|
|
|
(13,958
|
)
|
|
12,555
|
|
|
60,654
|
|
|
73,209
|
|
|
27,077
|
|
|
1998/2002-
|
|
06/04
|
Lakewood, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
||||||||
Lincoln Park
|
|
25,217
|
|
|
38,329
|
|
|
17,772
|
|
|
357
|
|
|
38,329
|
|
|
18,129
|
|
|
56,458
|
|
|
1,821
|
|
|
1997
|
|
06/14
|
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lincoln Plaza
|
|
—
|
|
|
13,000
|
|
|
46,482
|
|
|
22,906
|
|
|
13,110
|
|
|
69,278
|
|
|
82,388
|
|
|
27,534
|
|
|
2001-2004
|
|
09/05
|
Worcester, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Low Country Village I & II
|
|
—
|
|
|
2,910
|
|
|
16,614
|
|
|
(277
|
)
|
|
2,486
|
|
|
16,761
|
|
|
19,247
|
|
|
7,536
|
|
|
2004 & 2005
|
|
06/04 &
|
Bluffton, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Lowe's/Bed, Bath & Beyond
|
|
—
|
|
|
7,423
|
|
|
799
|
|
|
(8
|
)
|
|
7,415
|
|
|
799
|
|
|
8,214
|
|
|
604
|
|
|
2005
|
|
08/05
|
Butler, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
MacArthur Crossing
|
|
—
|
|
|
4,710
|
|
|
16,265
|
|
|
2,242
|
|
|
4,710
|
|
|
18,507
|
|
|
23,217
|
|
|
8,609
|
|
|
1995-1996
|
|
02/04
|
Los Colinas, 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
|
||||||||
Magnolia Square
|
|
5,905
|
|
|
2,635
|
|
|
15,040
|
|
|
(654
|
)
|
|
2,635
|
|
|
14,386
|
|
|
17,021
|
|
|
6,245
|
|
|
2004
|
|
02/05
|
Houma, LA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manchester Meadows
|
|
—
|
|
|
14,700
|
|
|
39,738
|
|
|
6,048
|
|
|
14,700
|
|
|
45,786
|
|
|
60,486
|
|
|
18,780
|
|
|
1994-1995
|
|
08/04
|
Town and Country, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mansfield Towne Crossing
|
|
—
|
|
|
3,300
|
|
|
12,195
|
|
|
3,625
|
|
|
3,300
|
|
|
15,820
|
|
|
19,120
|
|
|
7,013
|
|
|
2003-2004
|
|
11/04
|
Mansfield, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrifield Town Center
|
|
—
|
|
|
18,678
|
|
|
36,496
|
|
|
497
|
|
|
18,678
|
|
|
36,993
|
|
|
55,671
|
|
|
2,716
|
|
|
2008
|
|
01/15
|
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrifield Town Center II
|
|
—
|
|
|
28,797
|
|
|
14,698
|
|
|
22
|
|
|
28,797
|
|
|
14,720
|
|
|
43,517
|
|
|
533
|
|
|
1972 Renov:
|
|
01/16
|
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006-2007
|
|
|
||||||||
New Forest Crossing
|
|
—
|
|
|
4,390
|
|
|
11,313
|
|
|
66
|
|
|
4,390
|
|
|
11,379
|
|
|
15,769
|
|
|
1,550
|
|
|
2003
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Newnan Crossing I & II
|
|
—
|
|
|
15,100
|
|
|
33,987
|
|
|
6,579
|
|
|
15,100
|
|
|
40,566
|
|
|
55,666
|
|
|
18,063
|
|
|
1999 &
|
|
12/03 &
|
Newnan, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
02/04
|
||||||||
Newton Crossroads
|
|
3,478
|
|
|
3,350
|
|
|
6,927
|
|
|
541
|
|
|
3,350
|
|
|
7,468
|
|
|
10,818
|
|
|
3,110
|
|
|
1997
|
|
12/04
|
Covington, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Rivers Towne Center
|
|
9,360
|
|
|
3,350
|
|
|
15,720
|
|
|
570
|
|
|
3,350
|
|
|
16,290
|
|
|
19,640
|
|
|
7,444
|
|
|
2003-2004
|
|
04/04
|
Charleston, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northgate North
|
|
26,186
|
|
|
7,540
|
|
|
49,078
|
|
|
(14,262
|
)
|
|
7,540
|
|
|
34,816
|
|
|
42,356
|
|
|
16,401
|
|
|
1999-2003
|
|
06/04
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northpointe Plaza
|
|
21,651
|
|
|
13,800
|
|
|
37,707
|
|
|
4,463
|
|
|
13,800
|
|
|
42,170
|
|
|
55,970
|
|
|
19,119
|
|
|
1991-1993
|
|
05/04
|
Spokane, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northwood Crossing
|
|
—
|
|
|
3,770
|
|
|
13,658
|
|
|
1,210
|
|
|
3,770
|
|
|
14,868
|
|
|
18,638
|
|
|
5,966
|
|
|
1979/2004
|
|
01/06
|
Northport, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northwoods Center
|
|
7,914
|
|
|
3,415
|
|
|
9,475
|
|
|
6,668
|
|
|
3,415
|
|
|
16,143
|
|
|
19,558
|
|
|
7,007
|
|
|
2002-2004
|
|
12/04
|
Wesley Chapel, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oak Brook Promenade
|
|
—
|
|
|
10,343
|
|
|
50,057
|
|
|
1,245
|
|
|
10,343
|
|
|
51,302
|
|
|
61,645
|
|
|
1,611
|
|
|
2006
|
|
03/16
|
Oak Brook, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
One Loudoun Downtown
|
|
—
|
|
|
22,113
|
|
|
91,138
|
|
|
1
|
|
|
22,113
|
|
|
91,139
|
|
|
113,252
|
|
|
322
|
|
|
2013-2016
|
|
11/16
|
Ashburn, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Orange Plaza (Golfland Plaza)
|
|
—
|
|
|
4,350
|
|
|
4,834
|
|
|
2,366
|
|
|
4,350
|
|
|
7,200
|
|
|
11,550
|
|
|
2,879
|
|
|
1995
|
|
05/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Orchard
|
|
—
|
|
|
3,200
|
|
|
17,151
|
|
|
250
|
|
|
3,200
|
|
|
17,401
|
|
|
20,601
|
|
|
7,170
|
|
|
2004-2005
|
|
07/05 &
|
New Hartford, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/05
|
|
|
|
|
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
|
||||||||
Oswego Commons
|
|
—
|
|
|
6,454
|
|
|
16,004
|
|
|
465
|
|
|
6,454
|
|
|
16,469
|
|
|
22,923
|
|
|
1,931
|
|
|
2002-2004
|
|
06/14
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Page Field Commons
|
|
—
|
|
|
—
|
|
|
43,355
|
|
|
1,156
|
|
|
—
|
|
|
44,511
|
|
|
44,511
|
|
|
18,522
|
|
|
1999
|
|
05/05
|
Fort Myers, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paradise Valley Marketplace
|
|
8,565
|
|
|
6,590
|
|
|
20,425
|
|
|
756
|
|
|
6,590
|
|
|
21,181
|
|
|
27,771
|
|
|
9,931
|
|
|
2002
|
|
04/04
|
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Parkway Towne Crossing
|
|
—
|
|
|
6,142
|
|
|
20,423
|
|
|
8,740
|
|
|
6,142
|
|
|
29,163
|
|
|
35,305
|
|
|
11,011
|
|
|
2010
|
|
08/06
|
Frisco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pavilion at Kings Grant I & II
|
|
—
|
|
|
10,274
|
|
|
12,392
|
|
|
12,243
|
|
|
10,274
|
|
|
24,635
|
|
|
34,909
|
|
|
9,357
|
|
|
2002-2003
|
|
12/03 &
|
Concord, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
06/06
|
||||||||
Pelham Manor Shopping Plaza
|
|
—
|
|
|
—
|
|
|
67,870
|
|
|
62
|
|
|
—
|
|
|
67,932
|
|
|
67,932
|
|
|
8,615
|
|
|
2008
|
|
11/13
|
Pelham Manor, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Peoria Crossings I & II
|
|
24,082
|
|
|
6,995
|
|
|
32,816
|
|
|
3,909
|
|
|
8,495
|
|
|
35,225
|
|
|
43,720
|
|
|
16,227
|
|
|
2002-2003
|
|
03/04 &
|
Peoria, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
05/05
|
||||||||
Phenix Crossing
|
|
3,875
|
|
|
2,600
|
|
|
6,776
|
|
|
343
|
|
|
2,600
|
|
|
7,119
|
|
|
9,719
|
|
|
3,165
|
|
|
2004
|
|
12/04
|
Phenix City, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Placentia Town Center
|
|
10,334
|
|
|
11,200
|
|
|
11,751
|
|
|
2,413
|
|
|
11,200
|
|
|
14,164
|
|
|
25,364
|
|
|
5,921
|
|
|
1973/2000
|
|
12/04
|
Placentia, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza at Marysville
|
|
8,565
|
|
|
6,600
|
|
|
13,728
|
|
|
866
|
|
|
6,600
|
|
|
14,594
|
|
|
21,194
|
|
|
6,520
|
|
|
1995
|
|
07/04
|
Marysville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza Santa Fe II
|
|
—
|
|
|
—
|
|
|
28,588
|
|
|
3,389
|
|
|
—
|
|
|
31,977
|
|
|
31,977
|
|
|
14,870
|
|
|
2000-2002
|
|
06/04
|
Santa Fe, NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pleasant Run
|
|
12,773
|
|
|
4,200
|
|
|
29,085
|
|
|
7,091
|
|
|
4,200
|
|
|
36,176
|
|
|
40,376
|
|
|
14,212
|
|
|
2004
|
|
12/04
|
Cedar Hill, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quakertown
|
|
—
|
|
|
2,400
|
|
|
9,246
|
|
|
43
|
|
|
2,400
|
|
|
9,289
|
|
|
11,689
|
|
|
3,853
|
|
|
2004-2005
|
|
09/05
|
Quakertown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Red Bug Village
|
|
—
|
|
|
1,790
|
|
|
6,178
|
|
|
336
|
|
|
1,790
|
|
|
6,514
|
|
|
8,304
|
|
|
2,722
|
|
|
2004
|
|
12/05
|
Winter Springs, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reisterstown Road Plaza (a)
|
|
46,182
|
|
|
15,800
|
|
|
70,372
|
|
|
6,420
|
|
|
15,791
|
|
|
76,801
|
|
|
92,592
|
|
|
33,874
|
|
|
1986/2004
|
|
08/04
|
Baltimore, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,535
|
|
|
900
|
|
|
2,377
|
|
|
—
|
|
|
900
|
|
|
2,377
|
|
|
3,277
|
|
|
1,126
|
|
|
2003-2004
|
|
06/04
|
Columbia, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,224
|
|
|
600
|
|
|
2,033
|
|
|
1
|
|
|
600
|
|
|
2,034
|
|
|
2,634
|
|
|
938
|
|
|
2003-2004
|
|
06/04
|
Crossville, 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
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,473
|
|
|
1,050
|
|
|
2,047
|
|
|
1
|
|
|
1,050
|
|
|
2,048
|
|
|
3,098
|
|
|
944
|
|
|
2003-2004
|
|
06/04
|
Greer, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd)
|
|
1,753
|
|
|
700
|
|
|
2,960
|
|
|
1
|
|
|
700
|
|
|
2,961
|
|
|
3,661
|
|
|
1,366
|
|
|
2003-2004
|
|
06/04
|
Kill Devil Hills, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rite Aid Store (Eckerd), Culver Rd.
|
|
—
|
|
|
1,590
|
|
|
2,279
|
|
|
(3,380
|
)
|
|
265
|
|
|
224
|
|
|
489
|
|
|
—
|
|
|
2001
|
|
11/05
|
Rochester, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rivery Town Crossing
|
|
—
|
|
|
2,900
|
|
|
6,814
|
|
|
384
|
|
|
2,900
|
|
|
7,198
|
|
|
10,098
|
|
|
2,762
|
|
|
2005
|
|
10/06
|
Georgetown, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Royal Oaks Village II
|
|
—
|
|
|
3,450
|
|
|
17,000
|
|
|
272
|
|
|
3,450
|
|
|
17,272
|
|
|
20,722
|
|
|
5,039
|
|
|
2004-2005
|
|
11/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Saucon Valley Square
|
|
7,941
|
|
|
3,200
|
|
|
12,642
|
|
|
(9,645
|
)
|
|
1,818
|
|
|
4,379
|
|
|
6,197
|
|
|
87
|
|
|
1999
|
|
09/04
|
Bethlehem, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sawyer Heights Village
|
|
18,824
|
|
|
24,214
|
|
|
15,797
|
|
|
705
|
|
|
24,214
|
|
|
16,502
|
|
|
40,716
|
|
|
2,165
|
|
|
2007
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schaumburg Towers
|
|
—
|
|
|
7,900
|
|
|
137,096
|
|
|
405
|
|
|
7,900
|
|
|
137,501
|
|
|
145,401
|
|
|
58,553
|
|
|
1986 & 1990
|
|
11/04
|
Schaumburg, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Hagerstown
|
|
—
|
|
|
4,034
|
|
|
21,937
|
|
|
131
|
|
|
4,034
|
|
|
22,068
|
|
|
26,102
|
|
|
987
|
|
|
2008
|
|
01/16
|
Hagerstown, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Park West
|
|
4,940
|
|
|
2,240
|
|
|
9,357
|
|
|
78
|
|
|
2,240
|
|
|
9,435
|
|
|
11,675
|
|
|
4,201
|
|
|
2004
|
|
11/04
|
Mt. Pleasant, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Quarterfield
|
|
—
|
|
|
2,190
|
|
|
8,840
|
|
|
193
|
|
|
2,190
|
|
|
9,033
|
|
|
11,223
|
|
|
4,232
|
|
|
1999
|
|
01/04
|
Severn, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Union Hill
|
|
14,757
|
|
|
12,666
|
|
|
45,227
|
|
|
38
|
|
|
12,666
|
|
|
45,265
|
|
|
57,931
|
|
|
1,482
|
|
|
2003
|
|
04/16
|
Denville, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of New Hope
|
|
3,362
|
|
|
1,350
|
|
|
11,045
|
|
|
20
|
|
|
1,350
|
|
|
11,065
|
|
|
12,415
|
|
|
5,060
|
|
|
2004
|
|
07/04
|
Dallas, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of Prominence Point I & II
|
|
—
|
|
|
3,650
|
|
|
12,652
|
|
|
203
|
|
|
3,650
|
|
|
12,855
|
|
|
16,505
|
|
|
5,901
|
|
|
2004 & 2005
|
|
06/04 &
|
Canton, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Shops at Forest Commons
|
|
—
|
|
|
1,050
|
|
|
6,133
|
|
|
294
|
|
|
1,050
|
|
|
6,427
|
|
|
7,477
|
|
|
2,807
|
|
|
2002
|
|
12/04
|
Round Rock, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shops at Legacy
|
|
—
|
|
|
8,800
|
|
|
108,940
|
|
|
15,243
|
|
|
8,800
|
|
|
124,183
|
|
|
132,983
|
|
|
43,545
|
|
|
2002
|
|
06/07
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at Park Place
|
|
7,503
|
|
|
9,096
|
|
|
13,175
|
|
|
1,082
|
|
|
9,096
|
|
|
14,257
|
|
|
23,353
|
|
|
6,969
|
|
|
2001
|
|
10/03
|
Plano, 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
|
||||||||
Southlake Corners
|
|
21,090
|
|
|
6,612
|
|
|
23,605
|
|
|
82
|
|
|
6,612
|
|
|
23,687
|
|
|
30,299
|
|
|
3,009
|
|
|
2004
|
|
10/13
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Town Square I - VII
|
|
—
|
|
|
43,790
|
|
|
201,028
|
|
|
23,258
|
|
|
41,603
|
|
|
226,473
|
|
|
268,076
|
|
|
84,812
|
|
|
1998-2007
|
|
12/04, 5/07,
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/08 & 3/09
|
||||||||
Stilesboro Oaks
|
|
4,725
|
|
|
2,200
|
|
|
9,426
|
|
|
473
|
|
|
2,200
|
|
|
9,899
|
|
|
12,099
|
|
|
4,216
|
|
|
1997
|
|
12/04
|
Acworth, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stonebridge Plaza
|
|
—
|
|
|
1,000
|
|
|
5,783
|
|
|
427
|
|
|
1,000
|
|
|
6,210
|
|
|
7,210
|
|
|
2,593
|
|
|
1997
|
|
08/05
|
McKinney, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek I
|
|
7,947
|
|
|
6,735
|
|
|
17,564
|
|
|
1,739
|
|
|
6,735
|
|
|
19,303
|
|
|
26,038
|
|
|
9,234
|
|
|
2003
|
|
12/03
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stony Creek II
|
|
—
|
|
|
1,900
|
|
|
5,106
|
|
|
79
|
|
|
1,900
|
|
|
5,185
|
|
|
7,085
|
|
|
2,112
|
|
|
2005
|
|
11/05
|
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Streets of Yorktown
|
|
—
|
|
|
3,440
|
|
|
22,111
|
|
|
2,893
|
|
|
3,440
|
|
|
25,004
|
|
|
28,444
|
|
|
10,017
|
|
|
2005
|
|
12/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tacoma South
|
|
—
|
|
|
10,976
|
|
|
22,898
|
|
|
5
|
|
|
10,976
|
|
|
22,903
|
|
|
33,879
|
|
|
617
|
|
|
1984-2015
|
|
05/16
|
Tacoma, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Target South Center
|
|
—
|
|
|
2,300
|
|
|
8,760
|
|
|
727
|
|
|
2,300
|
|
|
9,487
|
|
|
11,787
|
|
|
3,951
|
|
|
1999
|
|
11/05
|
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tollgate Marketplace
|
|
34,933
|
|
|
8,700
|
|
|
61,247
|
|
|
7,081
|
|
|
8,700
|
|
|
68,328
|
|
|
77,028
|
|
|
29,407
|
|
|
1979/1994
|
|
07/04
|
Bel Air, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Town Square Plaza
|
|
16,760
|
|
|
9,700
|
|
|
18,264
|
|
|
1,668
|
|
|
9,700
|
|
|
19,932
|
|
|
29,632
|
|
|
8,009
|
|
|
2004
|
|
12/05
|
Pottstown, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Towson Circle (a)
|
|
—
|
|
|
9,050
|
|
|
17,840
|
|
|
(26,835
|
)
|
|
—
|
|
|
55
|
|
|
55
|
|
|
—
|
|
|
1998
|
|
07/04
|
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Towson Square
|
|
—
|
|
|
13,757
|
|
|
21,958
|
|
|
(174
|
)
|
|
13,757
|
|
|
21,784
|
|
|
35,541
|
|
|
959
|
|
|
2014
|
|
11/15
|
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tysons Corner
|
|
—
|
|
|
22,525
|
|
|
7,184
|
|
|
15
|
|
|
22,525
|
|
|
7,199
|
|
|
29,724
|
|
|
426
|
|
|
1980
|
|
05/15
|
Vienna, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renov:2004,
2012/2013 |
|
|
||||||||
University Town Center
|
|
4,140
|
|
|
—
|
|
|
9,557
|
|
|
337
|
|
|
—
|
|
|
9,894
|
|
|
9,894
|
|
|
4,337
|
|
|
2002
|
|
11/04
|
Tuscaloosa, AL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Gainesville
|
|
19,325
|
|
|
4,450
|
|
|
36,592
|
|
|
1,975
|
|
|
4,450
|
|
|
38,567
|
|
|
43,017
|
|
|
15,727
|
|
|
2004
|
|
09/05
|
Gainesville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Village Shoppes at Simonton
|
|
3,102
|
|
|
2,200
|
|
|
10,874
|
|
|
24
|
|
|
2,200
|
|
|
10,898
|
|
|
13,098
|
|
|
4,953
|
|
|
2004
|
|
08/04
|
Lawrenceville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
||||||||||||||||
Walter's Crossing
|
|
—
|
|
|
14,500
|
|
|
16,914
|
|
|
544
|
|
|
14,500
|
|
|
17,458
|
|
|
31,958
|
|
|
6,837
|
|
|
2005
|
|
07/06
|
||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Watauga Pavilion
|
|
—
|
|
|
5,185
|
|
|
27,504
|
|
|
986
|
|
|
5,185
|
|
|
28,490
|
|
|
33,675
|
|
|
12,913
|
|
|
2003-2004
|
|
05/04
|
||||||||
Watauga, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
West Town Market
|
|
—
|
|
|
1,170
|
|
|
10,488
|
|
|
193
|
|
|
1,170
|
|
|
10,681
|
|
|
11,851
|
|
|
4,517
|
|
|
2004
|
|
06/05
|
||||||||
Fort Mill, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Wilton Square
|
|
—
|
|
|
8,200
|
|
|
35,538
|
|
|
371
|
|
|
8,200
|
|
|
35,909
|
|
|
44,109
|
|
|
14,949
|
|
|
2000
|
|
07/05
|
||||||||
Saratoga Springs, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Winchester Commons
|
|
5,291
|
|
|
4,400
|
|
|
7,471
|
|
|
571
|
|
|
4,400
|
|
|
8,042
|
|
|
12,442
|
|
|
3,418
|
|
|
1999
|
|
11/04
|
||||||||
Memphis, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Woodinville Plaza
|
|
—
|
|
|
16,073
|
|
|
25,433
|
|
|
896
|
|
|
16,073
|
|
|
26,329
|
|
|
42,402
|
|
|
1,378
|
|
|
1981
|
|
06/15 &
|
||||||||
Woodinville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/16
|
||||||||||||||||
Total Operating Properties
|
|
769,184
|
|
|
1,208,948
|
|
|
4,039,199
|
|
|
227,920
|
|
|
1,191,403
|
|
|
4,284,664
|
|
|
5,476,067
|
|
|
1,443,333
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Developments in Progress
|
|
—
|
|
|
15,541
|
|
|
7,898
|
|
|
—
|
|
|
15,541
|
|
|
7,898
|
|
|
23,439
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Investment Properties
|
|
$
|
769,184
|
|
|
$
|
1,224,489
|
|
|
$
|
4,047,097
|
|
|
$
|
227,920
|
|
|
$
|
1,206,944
|
|
|
$
|
4,292,562
|
|
|
$
|
5,499,506
|
|
|
$
|
1,443,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The cost basis associated with this property or a portion of this property was reclassified to 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, 2016
for U.S. federal income tax purposes was approximately
$5,524,479
.
|
(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:
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1,
|
|
$
|
5,687,842
|
|
|
$
|
5,680,376
|
|
|
$
|
5,804,518
|
|
Purchase of investment property
|
|
435,989
|
|
|
508,924
|
|
|
397,993
|
|
|||
Sale of investment property
|
|
(526,970
|
)
|
|
(498,833
|
)
|
|
(338,938
|
)
|
|||
Property held for sale
|
|
(47,151
|
)
|
|
—
|
|
|
(36,914
|
)
|
|||
Provision for asset impairment
|
|
(47,159
|
)
|
|
(4,786
|
)
|
|
(159,447
|
)
|
|||
Acquired lease intangible assets
|
|
4,586
|
|
|
(15,311
|
)
|
|
5,579
|
|
|||
Acquired lease intangible liabilities
|
|
(7,631
|
)
|
|
17,472
|
|
|
7,585
|
|
|||
Balance as of December 31,
|
|
$
|
5,499,506
|
|
|
$
|
5,687,842
|
|
|
$
|
5,680,376
|
|
(E)
|
Reconciliation of accumulated depreciation:
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1,
|
|
$
|
1,433,195
|
|
|
$
|
1,365,471
|
|
|
$
|
1,330,474
|
|
Depreciation expense
|
|
191,493
|
|
|
183,639
|
|
|
183,142
|
|
|||
Sale of investment property
|
|
(118,925
|
)
|
|
(111,346
|
)
|
|
(63,460
|
)
|
|||
Property held for sale
|
|
(15,769
|
)
|
|
—
|
|
|
(5,358
|
)
|
|||
Provision for asset impairment
|
|
(18,500
|
)
|
|
(2,497
|
)
|
|
(77,390
|
)
|
|||
Write-offs due to early lease termination
|
|
(3,947
|
)
|
|
(2,072
|
)
|
|
(1,937
|
)
|
|||
Other disposals
|
|
(24,214
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31,
|
|
$
|
1,443,333
|
|
|
$
|
1,433,195
|
|
|
$
|
1,365,471
|
|
|
|
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)
|
|
99
|
|
Real Estate and Accumulated Depreciation (Schedule III)
|
|
100
|
|
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, 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, and Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and filed on November 2, 2016).
|
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 (Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and filed on February 17, 2016).
|
10.9
|
|
Note Purchase Agreement dated as of September 30, 2016, 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 October 5, 2016).
|
10.10
|
|
Term Loan Agreement, dated as of November 22, 2016, by and among the Registrant as Borrower and Capital One, National Association as Administrative Agent, Capital One, National Association, PNC Capital Markets LLC, TD Bank, N.A., and Regions Bank as Joint Lead Arrangers and Joint Book Managers, TD Bank, N.A. as Syndication Agent, PNC Capital Markets LLC and Regions Bank 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 November 29, 2016).
|
10.11
|
|
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).
|
10.12
|
|
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).
|
10.13
|
|
Amended and Restated Retention Agreement dated October 31, 2016 by and between the Registrant and Steven P. Grimes (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and filed on November 2, 2016).
|
10.14
|
|
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).
|
10.15
|
|
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).
|
10.16
|
|
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).
|
10.17
|
|
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).
|
10.18
|
|
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).
|
10.19
|
|
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).
|
10.20
|
|
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).
|
Exhibit No.
|
|
Description
|
|
|
|
10.21
|
|
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).
|
10.22
|
|
Amended and Restated Retention Agreement dated October 31, 2016 by and between the 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 September 30, 2016 and filed on November 2, 2016).
|
10.23
|
|
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).
|
10.24
|
|
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).
|
10.25
|
|
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).
|
10.26
|
|
Retention Agreement dated October 31, 2016 by and between the Registrant and Heath R. Fear (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and filed on November 2, 2016).
|
10.27
|
|
Offer Letter, dated March 24, 2016, by and between the Registrant and Paula C. Maggio (filed herewith).
|
10.28
|
|
Indemnification Agreement, dated May 2, 2016, by and between the Registrant and Paula C. Maggio (filed herewith).
|
10.29
|
|
Retention Agreement dated October 31, 2016 by and between the Registrant and Paula C. Maggio (Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and filed on November 2, 2016).
|
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).
|
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, 2016 and 2015, (ii) Consolidated Statements of Operations and Other Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Equity for the Years Ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014, (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 15, 2017
|
|
/s/ STEVEN P. GRIMES
|
|
|
/s/ BONNIE S. BIUMI
|
|
|
/s/ RICHARD P. IMPERIALE
|
|
|
|
|
|
|
|
|||
By:
|
Steven P. Grimes
|
By:
|
Bonnie S. Biumi
|
By:
|
Richard P. Imperiale
|
|||
|
Director, President and
Chief Executive Officer
|
|
Director
|
|
Director
|
|||
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
|||
|
|
|
|
|
|
|||
|
/s/ HEATH R. FEAR
|
|
|
/s/ FRANK A. CATALANO, JR.
|
|
|
/s/ PETER L. LYNCH
|
|
|
|
|
|
|
|
|||
By:
|
Heath R. Fear
|
By:
|
Frank A. Catalano, Jr.
|
By:
|
Peter L. Lynch
|
|||
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
|||
|
|
|
|
|
|
|||
|
/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 15, 2017
|
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
|
||
|
|
|
|
|
|
|
||
|
/s/ GERALD M. GORSKI
|
|
|
/s/ ROBERT G. GIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
||
By:
|
Gerald M. Gorski
|
By:
|
Robert G. Gifford
|
|
|
|||
|
Chairman of the Board and Director
|
|
Director
|
|
|
|
||
Date:
|
February 15, 2017
|
Date:
|
February 15, 2017
|
|
|
•
|
Medical, dental and vision insurance, effective the first of the month following 60 days of employment;
|
•
|
Annual, comprehensive, executive physical at Northwestern Executive Health;
|
•
|
Company paid life insurance equal to one times your annual base salary up to $400,000. Life, short-term and long-term disability benefits are effective the first of the month following 60 days of employment;
|
•
|
Auto enrollment in the RPAI 401(k) plan on the first of the month following date of hire and immediate participation in company matching under the plan;
|
•
|
You will be eligible for six weeks paid time-off (“PTO”), which equates to 30 days each calendar year. You will receive a prorated amount for calendar year 2016. PTO days will accrue on a monthly basis at a rate of 20 hours/month.
|
/s/ Paula C. Maggio
|
|
3/25/16
|
Paula C. Maggio
|
|
Date
|
ATTEST:
|
|
COMPANY
|
|
|
|
|
|
|
|
RETAIL PROPERTIES OF AMERICA, INC., a
|
|
|
|
Maryland corporation
|
|
|
|
|
|
/s/ ANN M. SHARP
|
|
By:
|
/s/ STEVEN P. GRIMES
|
Ann M. Sharp
|
|
|
Steven P. Grimes
|
Assistant Secretary
|
|
|
President and Chief Executive Officer
|
|
|
INDEMNITEE
|
|
|
|
|
|
|
|
/s/ PAULA C. MAGGIO
|
|
|
|
Paula C. Maggio
|
|
|
|
|
|
|
|
Address:
|
Retail Properties of America, Inc.
|
|
|
|
2021 Spring Road, Suite 200
|
|
|
|
Oak Brook, Illinois 60523
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
37,110
|
|
|
$
|
3,832
|
|
|
$
|
597
|
|
|
$
|
(42,855
|
)
|
|
$
|
(14,368
|
)
|
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
—
|
|
|
2,088
|
|
|
1,246
|
|
|
6,307
|
|
|||||
Gain on sales of investment properties, net
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
7,843
|
|
|||||
Adjustments added:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (see below)
|
113,539
|
|
|
142,987
|
|
|
137,944
|
|
|
150,685
|
|
|
178,306
|
|
|||||
Distributions on investments in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
1,360
|
|
|
7,105
|
|
|
6,168
|
|
|||||
Adjustments subtracted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings
|
$
|
280,287
|
|
|
$
|
268,611
|
|
|
$
|
184,185
|
|
|
$
|
121,987
|
|
|
$
|
184,256
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
109,730
|
|
|
$
|
138,938
|
|
|
$
|
133,835
|
|
|
$
|
146,805
|
|
|
$
|
171,295
|
|
Co-venture obligation expense (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,300
|
|
|||||
Interest capitalized
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Estimate of interest within rental expense
|
3,740
|
|
|
4,049
|
|
|
4,109
|
|
|
3,880
|
|
|
3,711
|
|
|||||
Total fixed charges
|
$
|
113,539
|
|
|
$
|
142,987
|
|
|
$
|
137,944
|
|
|
$
|
150,685
|
|
|
$
|
178,306
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
9,450
|
|
|
9,450
|
|
|
9,450
|
|
|
9,450
|
|
|
263
|
|
|||||
Total fixed charges and preferred stock dividends
|
$
|
122,989
|
|
|
$
|
152,437
|
|
|
$
|
147,394
|
|
|
$
|
160,135
|
|
|
$
|
178,569
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.47
|
|
1.88
|
|
1.34
|
|
—
|
|
(2)
|
1.03
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
2.28
|
|
1.76
|
|
1.25
|
|
—
|
|
(3)
|
1.03
|
(1)
|
Represents the preferred return and incentive and other compensation with respect to IW JV 2009, LLC. The Company redeemed the full amount of the noncontrolling interest on April 26, 2012.
|
(2)
|
The ratio was less than 1:1 for the year ended December 31, 2013 as earnings were inadequate to cover fixed charges by a deficiency of approximately $28.7 million.
|
(3)
|
The ratio was less than 1:1 for the year ended December 31, 2013 as earnings were inadequate to cover fixed charges by a deficiency of approximately $38.1 million.
|
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
|
Denville Union Hill, 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 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 Evans, 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 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 Jackson Columns, 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 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 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
|
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
|
Entity
|
Formation
|
Inland Western Spokane Northpointe, L.L.C.
|
Delaware
|
Inland Western Summerville Azalea Square, L.L.C.
|
Delaware
|
Inland Western Temecula Commons, 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
|
Reisterstown Plaza Associates, LLC
|
Maryland
|
RPAI Acquisitions, Inc.
|
Illinois
|
RPAI Altamonte Springs State Road, L.L.C.
|
Delaware
|
RPAI Arvada, L.L.C.
|
Delaware
|
RPAI Ashburn Loudoun, 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 Bangor Broadway, L.L.C.
|
Delaware
|
RPAI Bangor Parkade, L.L.C.
|
Delaware
|
RPAI Baton Rouge, 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 Capital Centre II, L.L.C.
|
Delaware
|
RPAI Cedar Park Town Center, L.L.C.
|
Delaware
|
RPAI Chanilly Crossing, L.L.C.
|
Delaware
|
RPAI Chattanooga Brainerd Road, L.L.C.
|
Delaware
|
RPAI Chicago Ashland Land, 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 Continental Rave Houston, L.L.C.
|
Delaware
|
Entity
|
Formation
|
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 Euless GP, L.L.C.
|
Delaware
|
RPAI Euless Limited Partnership
|
Illinois
|
RPAI Euless LP, L.L.C.
|
Delaware
|
RPAI Falls Church Merrifield, L.L.C.
|
Delaware
|
RPAI Falls Church Merrifield II, 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 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 Hagerstown, 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
|
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 Humble Humblewood GP, L.L.C.
|
Delaware
|
RPAI Humble Humblewood Limited Partnership
|
Illinois
|
RPAI Humble Humblewood LP, L.L.C.
|
Delaware
|
RPAI I DST
|
Delaware
|
RPAI II DST
|
Delaware
|
RPAI Irving GP, L.L.C.
|
Delaware
|
Entity
|
Formation
|
RPAI Irving Limited Partnership
|
Illinois
|
RPAI Irving LP, L.L.C.
|
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
|
RPAI Midland Academy LP, L.L.C.
|
Delaware
|
RPAI Moore 19th Street, 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
|
Entity
|
Formation
|
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 Oak Brook Promenade I, L.L.C.
|
Delaware
|
RPAI Oklahoma City Western Avenue, L.L.C.
|
Delaware
|
RPAI Orange 53 Boston, L.L.C.
|
Delaware
|
RPAI Oswego Douglass, 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 Richardson Eastside, 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 HQ Limited Partnership
|
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
|
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
|
Entity
|
Formation
|
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 Tacoma South I, 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 Towson Square Parking, 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 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
|
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
|
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 15, 2017
|
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 15, 2017
|
(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 15, 2017
|
|
|
By:
|
/s/ HEATH R. FEAR
|
|
|
|
Heath R. Fear
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 15, 2017
|