x
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
42-1579325
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
2021 Spring Road, Suite 200, Oak Brook, Illinois
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, $.001 par value
|
|
New York Stock Exchange
|
Title of class
|
None
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Type
|
|
Number of
Properties
|
|
GLA
(in thousands)
|
|
Occupancy
|
|
Percent Leased
Including Leases
Signed (a)
|
||||
Operating portfolio:
|
|
|
|
|
|
|
|
|
||||
Multi-tenant retail
|
|
|
|
|
|
|
|
|
|
|||
Neighborhood and community centers
|
|
58
|
|
|
8,418
|
|
|
93.0
|
%
|
|
93.7
|
%
|
Power centers
|
|
34
|
|
|
7,670
|
|
|
95.3
|
%
|
|
96.2
|
%
|
Lifestyle centers and mixed-use properties
|
|
15
|
|
|
3,797
|
|
|
92.8
|
%
|
|
94.4
|
%
|
Total multi-tenant retail
|
|
107
|
|
|
19,885
|
|
|
93.8
|
%
|
|
94.8
|
%
|
Single-user retail
|
|
5
|
|
|
380
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating portfolio
|
|
112
|
|
|
20,265
|
|
|
93.9
|
%
|
|
94.9
|
%
|
Office
|
|
1
|
|
|
895
|
|
|
23.8
|
%
|
|
46.1
|
%
|
Total operating portfolio (b)
|
|
113
|
|
|
21,160
|
|
|
91.0
|
%
|
|
92.8
|
%
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes one single-user retail operating property classified as held for sale as of
December 31, 2017
.
|
•
|
well-diversified local economy;
|
•
|
strong demographic profile with significant long-term population growth or above-average existing density, high disposable income and/or a highly educated employment base;
|
•
|
fiscal and regulatory environment conducive to business activity and growth;
|
•
|
strong barriers to entry, whether topographical, regulatory or density driven; and
|
•
|
ability to create critical mass and realize operational efficiencies.
|
•
|
consumer demographics;
|
•
|
quality, design and location of properties;
|
•
|
diversity of retailers within individual shopping centers;
|
•
|
management and operational expertise of the landlord; and
|
•
|
rental rates.
|
•
|
for tax years beginning after December 31, 2017 and before January 1, 2026, (i) the U.S. federal income tax rates on ordinary income of individuals, trusts and estates have been generally reduced and (ii) non-corporate taxpayers are permitted to take a deduction for certain pass-through business income, including dividends received from REITs that are not designated as capital gain dividends or qualified dividend income, subject to certain limitations;
|
•
|
the maximum withholding rate on distributions by us to non-U.S. shareholders that are treated as attributable to gain from the sale or exchange of a U.S. real property interest is reduced from 35% to 21%;
|
•
|
a U.S tax-exempt shareholder that is subject to tax on its unrelated business taxable income (UBTI) will be required to separately compute its taxable income and loss for each unrelated trade or business activity for purposes of determining its UBTI;
|
•
|
the maximum U.S. federal income tax rate for corporations has been reduced from 35% to 21% and the corporate alternative minimum tax has been eliminated, which would generally reduce the amount of U.S. federal income tax payable by any taxable REIT subsidiary (TRS) that we own or form and by us to the extent we were subject to corporate U.S. federal income tax (for example, if we distributed less than 100% of our taxable income or recognized built-in gains in assets acquired from C corporations);
|
•
|
certain new limitations on net operating losses now apply; such limitations may affect net operating losses generated by us or any TRS that we own or form;
|
•
|
new limitations on the deductibility of interest expense may apply, including a new limitation on the deductibility of net business interest expense of up to 30% of our adjusted taxable income, and such limitations may affect the deductibility of interest paid or accrued by us or any TRS that we own or form. At the taxpayer’s election, the 30% of adjustable taxable income limitation does not apply to business interest of a real property trade or business (RPTOB). If the RPTOB election is made, it is irrevocable and the alternative depreciation system (ADS) must be used for non-residential real property, residential rental property and qualified improvement property held by the taxpayer;
|
•
|
there is no change to the depreciable lives for non-residential property (remains at 40 years). It appears Congress intended to (i) reduce the ADS recovery period of qualified improvement property to 20 years (generally previously 39 years) and (ii) provide 100% bonus depreciation for qualified improvement property expenditures through 2022 (with such bonus depreciation being phased down beginning in 2023 through 2026), but it also appears that unless Congress passes technical corrections to the TCJA, such reduced ADS recovery period and 100% bonus depreciation property will not be available. In addition, bonus depreciation is not applicable for the class lives required to use ADS (such as when the RPTOB election is made). The changes to depreciable lives and bonus depreciation may impact our depreciation deduction;
|
•
|
generally starting with compensation paid in 2018, Code Section 162(m) will limit the deduction of compensation, including performance-based compensation, in excess of $1,000 paid to anyone who serves as the principal executive officer or chief financial officer, or who is among the three most highly compensated executive officers for any taxable year. This change expanded the limitation to include the principal financial officer and continues after separation of service. Therefore, there may be an increase in the amount of compensation we provide to our executive officers that may not be deductible; and
|
•
|
the timing of recognition of certain income items for U.S. federal income tax purposes has changed to generally require us to recognize income items no later than when we take the item into account for financial statement purposes, which may accelerate our recognition of certain income items.
|
•
|
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;
|
•
|
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;
|
•
|
the convenience and quality of competing retail properties and other retailing platforms such as the internet;
|
•
|
adverse changes in the financial condition of tenants at our properties, including financial difficulties, lease defaults or bankruptcies;
|
•
|
competition for investment opportunities from other real estate investors with significant capital, including other REITs, real estate operating companies and institutional investment funds;
|
•
|
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;
|
•
|
fluctuations in interest rates and the availability of financing, which could adversely affect our ability and the ability of potential buyers and tenants at our properties to obtain financing on favorable terms or at all;
|
•
|
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
|
•
|
civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, hurricanes and floods, which may result in uninsured and underinsured losses.
|
•
|
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;
|
•
|
even if we are able to acquire a desired property, competition from other potential investors may significantly increase the purchase price;
|
•
|
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;
|
•
|
we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;
|
•
|
we may be unable to quickly and efficiently integrate newly acquired properties, particularly the acquisition of portfolios of properties, into our existing operations;
|
•
|
we may acquire properties that are not initially accretive to our results and we may not successfully manage and lease those properties to meet our expectations; and
|
•
|
we may acquire properties that are subject to liabilities 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.
|
•
|
expenditure of capital and time on projects that may never be completed;
|
•
|
failure or inability to obtain financing on favorable terms or at all;
|
•
|
inability to secure necessary zoning or regulatory approvals;
|
•
|
higher than estimated construction or operating costs, including labor and material costs;
|
•
|
inability to complete construction on schedule due to a number of factors, including (i) inclement weather, (ii) labor disruptions, (iii) construction delays, (iv) delays or failure to receive zoning or other regulatory approvals, (v) acts of terror or other acts of violence, or (vi) acts of God (such as fires, earthquakes, hurricanes or floods);
|
•
|
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;
|
•
|
decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
|
•
|
inability to secure key anchor or other tenants for commercial retail projects or complete the lease-up of residential units at anticipated absorption rates or at all; and
|
•
|
occupancy and rental rates at a newly completed project may not meet expectations.
|
•
|
“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
|
•
|
“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.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
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.
|
•
|
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 the generally applicable corporate rate;
|
•
|
we could be subject to increased state and local taxes; and
|
•
|
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.
|
•
|
actual or anticipated changes in our operating results and changes in expectations of future financial performance;
|
•
|
our operating performance and the performance of other similar companies;
|
•
|
our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
•
|
adverse market reaction to any indebtedness we incur in the future;
|
•
|
equity issuances or buybacks by us or the perception that such issuances or buybacks may occur;
|
•
|
increases in market interest rates or decreases in our distributions to shareholders that lead purchasers of our shares to demand a higher yield;
|
•
|
changes in market valuations of similar companies;
|
•
|
changes in real estate valuations;
|
•
|
additions or departures of key management personnel;
|
•
|
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;
|
•
|
publication of research reports about us or our industry by securities analysts;
|
•
|
speculation in the press or investment community;
|
•
|
the passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry;
|
•
|
changes in accounting principles;
|
•
|
our failure to satisfy the listing requirements of the NYSE;
|
•
|
our failure to comply with the requirements of the Sarbanes‑Oxley Act;
|
•
|
our failure to qualify as a REIT; and
|
•
|
general market conditions, including factors unrelated to our performance.
|
Division
|
|
Number of
Properties
|
|
ABR
|
|
% of Total
Retail
ABR (a)
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
|
|
% of Total
Retail
GLA (a)
|
|
Occupancy (b)
|
|||||||||
Eastern Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Connecticut, Florida, Georgia, Indiana, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia
|
|
49
|
|
|
$
|
151,494
|
|
|
42.5
|
%
|
|
$
|
18.22
|
|
|
8,841
|
|
|
43.6
|
%
|
|
94.1
|
%
|
Western Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Arizona, California, Illinois, Oklahoma, Texas, Washington
|
|
63
|
|
|
204,875
|
|
|
57.5
|
%
|
|
19.11
|
|
|
11,424
|
|
|
56.4
|
%
|
|
93.9
|
%
|
||
Total retail operating portfolio
|
|
112
|
|
|
356,369
|
|
|
100.0
|
%
|
|
18.72
|
|
|
20,265
|
|
|
100.0
|
%
|
|
93.9
|
%
|
||
Office
|
|
1
|
|
|
3,262
|
|
|
|
|
15.31
|
|
|
895
|
|
|
|
|
23.8
|
%
|
||||
Total operating portfolio (c)
|
|
113
|
|
|
$
|
359,631
|
|
|
|
|
$
|
18.68
|
|
|
21,160
|
|
|
|
|
91.0
|
%
|
(a)
|
Percentages are only provided for our retail operating portfolio.
|
(b)
|
Calculated as the percentage of economically occupied GLA as of
December 31, 2017
. Including leases signed but not commenced, our retail operating portfolio and our consolidated operating portfolio were 94.9% and 92.8% leased, respectively, as of
December 31, 2017
.
|
(c)
|
Excludes one single-user retail operating property classified as held for sale as of
December 31, 2017
, as well as two properties that are in active redevelopment and one property where we have begun activities in anticipation of future redevelopment.
|
Tenant
|
|
Primary DBA
|
|
Number
of Stores
|
|
ABR
|
|
% of
Total ABR
|
|
ABR per
Occupied
Sq. Ft.
|
|
Occupied
GLA
|
|
% of
Occupied
GLA
|
||||||||
Best Buy Co., Inc.
|
|
Best Buy, Pacific Sales
|
|
15
|
|
|
$
|
10,063
|
|
|
2.8
|
%
|
|
$
|
16.63
|
|
|
605
|
|
|
3.2
|
%
|
The TJX Companies, Inc.
|
|
HomeGoods, Marshalls, T.J. Maxx
|
|
25
|
|
|
7,396
|
|
|
2.1
|
%
|
|
10.32
|
|
|
717
|
|
|
3.8
|
%
|
||
Bed Bath & Beyond Inc.
|
|
Bed Bath & Beyond, Buy Buy Baby, Cost Plus World Market
|
|
19
|
|
|
7,055
|
|
|
2.0
|
%
|
|
13.70
|
|
|
515
|
|
|
2.7
|
%
|
||
Regal Entertainment Group
|
|
Edwards Cinema
|
|
2
|
|
|
6,911
|
|
|
1.9
|
%
|
|
31.56
|
|
|
219
|
|
|
1.2
|
%
|
||
Ross Stores, Inc.
|
|
Ross Dress for Less
|
|
20
|
|
|
6,758
|
|
|
1.9
|
%
|
|
11.57
|
|
|
584
|
|
|
3.1
|
%
|
||
PetSmart, Inc.
|
|
|
|
19
|
|
|
6,105
|
|
|
1.7
|
%
|
|
16.11
|
|
|
379
|
|
|
2.0
|
%
|
||
AB Acquisition LLC
|
|
Safeway, Jewel-Osco, Tom Thumb
|
|
8
|
|
|
6,103
|
|
|
1.7
|
%
|
|
13.12
|
|
|
465
|
|
|
2.4
|
%
|
||
Michaels Stores, Inc.
|
|
Michaels, Aaron Brothers Art & Frame
|
|
18
|
|
|
5,222
|
|
|
1.5
|
%
|
|
12.83
|
|
|
407
|
|
|
2.1
|
%
|
||
Ascena Retail Group Inc.
|
|
Dress Barn, Lane Bryant, Justice, Catherine’s, Ann Taylor, Maurices, LOFT
|
|
41
|
|
|
4,791
|
|
|
1.3
|
%
|
|
22.08
|
|
|
217
|
|
|
1.1
|
%
|
||
BJ’s Wholesale Club, Inc.
|
|
|
|
2
|
|
|
4,609
|
|
|
1.3
|
%
|
|
18.81
|
|
|
245
|
|
|
1.3
|
%
|
||
Gap Inc.
|
|
Old Navy, Banana Republic, The Gap, Gap Factory Store, Athleta
|
|
23
|
|
|
4,474
|
|
|
1.3
|
%
|
|
16.33
|
|
|
274
|
|
|
1.4
|
%
|
||
Ahold U.S.A. Inc.
|
|
Stop & Shop
|
|
3
|
|
|
4,296
|
|
|
1.2
|
%
|
|
23.48
|
|
|
183
|
|
|
1.0
|
%
|
||
The Home Depot, Inc.
|
|
|
|
3
|
|
|
4,162
|
|
|
1.2
|
%
|
|
11.86
|
|
|
351
|
|
|
1.8
|
%
|
||
Barnes & Noble, Inc.
|
|
|
|
9
|
|
|
4,115
|
|
|
1.2
|
%
|
|
18.79
|
|
|
219
|
|
|
1.2
|
%
|
||
Lowe’s Companies, Inc.
|
|
|
|
4
|
|
|
3,944
|
|
|
1.1
|
%
|
|
6.47
|
|
|
610
|
|
|
3.2
|
%
|
||
Office Depot, Inc.
|
|
Office Depot, OfficeMax
|
|
12
|
|
|
3,693
|
|
|
1.0
|
%
|
|
13.68
|
|
|
270
|
|
|
1.4
|
%
|
||
Pier 1 Imports, Inc.
|
|
|
|
18
|
|
|
3,668
|
|
|
1.0
|
%
|
|
20.38
|
|
|
180
|
|
|
0.9
|
%
|
||
The Kroger Co.
|
|
Kroger, Harris Teeter, QFC
|
|
7
|
|
|
3,638
|
|
|
1.0
|
%
|
|
10.42
|
|
|
349
|
|
|
1.8
|
%
|
||
Party City Holdings Inc.
|
|
|
|
17
|
|
|
3,508
|
|
|
1.0
|
%
|
|
14.15
|
|
|
248
|
|
|
1.3
|
%
|
||
Mattress Firm Holding Corp.
|
|
Mattress Firm, Sleepy’s
|
|
24
|
|
|
3,452
|
|
|
1.0
|
%
|
|
29.01
|
|
|
119
|
|
|
0.6
|
%
|
||
Total Top Retail Tenants
|
|
|
|
289
|
|
|
$
|
103,963
|
|
|
29.2
|
%
|
|
$
|
14.53
|
|
|
7,156
|
|
|
37.5
|
%
|
Lease Expiration Year
|
|
Lease
Count
|
|
ABR
|
|
% of Total
ABR
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
|
|
% of
Occupied
GLA
|
||||||||
2018 (a)
|
|
332
|
|
|
$
|
32,663
|
|
|
9.1
|
%
|
|
$
|
22.81
|
|
|
1,432
|
|
|
7.6
|
%
|
2019
|
|
417
|
|
|
58,336
|
|
|
16.4
|
%
|
|
20.51
|
|
|
2,844
|
|
|
15.0
|
%
|
||
2020
|
|
322
|
|
|
35,459
|
|
|
9.9
|
%
|
|
18.59
|
|
|
1,907
|
|
|
10.0
|
%
|
||
2021
|
|
276
|
|
|
42,212
|
|
|
11.8
|
%
|
|
19.45
|
|
|
2,170
|
|
|
11.3
|
%
|
||
2022
|
|
308
|
|
|
48,719
|
|
|
13.7
|
%
|
|
16.17
|
|
|
3,012
|
|
|
15.7
|
%
|
||
2023
|
|
207
|
|
|
35,951
|
|
|
10.1
|
%
|
|
16.68
|
|
|
2,155
|
|
|
11.3
|
%
|
||
2024
|
|
152
|
|
|
22,554
|
|
|
6.3
|
%
|
|
17.61
|
|
|
1,281
|
|
|
6.7
|
%
|
||
2025
|
|
100
|
|
|
19,688
|
|
|
5.6
|
%
|
|
17.13
|
|
|
1,149
|
|
|
6.0
|
%
|
||
2026
|
|
79
|
|
|
15,479
|
|
|
4.3
|
%
|
|
21.50
|
|
|
720
|
|
|
3.8
|
%
|
||
2027
|
|
82
|
|
|
15,110
|
|
|
4.2
|
%
|
|
15.29
|
|
|
988
|
|
|
5.2
|
%
|
||
Thereafter
|
|
68
|
|
|
28,964
|
|
|
8.2
|
%
|
|
21.66
|
|
|
1,337
|
|
|
7.1
|
%
|
||
Month-to-month
|
|
15
|
|
|
1,234
|
|
|
0.4
|
%
|
|
28.05
|
|
|
44
|
|
|
0.3
|
%
|
||
Total
|
|
2,358
|
|
|
$
|
356,369
|
|
|
100.0
|
%
|
|
$
|
18.72
|
|
|
19,039
|
|
|
100.0
|
%
|
(a)
|
Excludes month-to-month leases.
|
|
|
Sales Price
|
||||||
|
|
High
|
|
Low
|
||||
2017
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
13.64
|
|
|
$
|
12.05
|
|
Third Quarter
|
|
$
|
13.78
|
|
|
$
|
11.94
|
|
Second Quarter
|
|
$
|
14.70
|
|
|
$
|
11.61
|
|
First Quarter
|
|
$
|
15.81
|
|
|
$
|
13.88
|
|
2016
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
16.97
|
|
|
$
|
14.42
|
|
Third Quarter
|
|
$
|
17.78
|
|
|
$
|
16.29
|
|
Second Quarter
|
|
$
|
17.00
|
|
|
$
|
15.55
|
|
First Quarter
|
|
$
|
16.09
|
|
|
$
|
14.02
|
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Dividend per Share
|
|
||
2017
|
|
|
|
|
|
|
|
||
10/26/2017
|
|
12/27/2017
|
|
1/10/2018
|
|
$
|
0.165625
|
|
(a)
|
7/25/2017
|
|
9/26/2017
|
|
10/10/2017
|
|
$
|
0.165625
|
|
|
4/25/2017
|
|
6/26/2017
|
|
7/10/2017
|
|
$
|
0.165625
|
|
|
2/13/2017
|
|
3/27/2017
|
|
4/10/2017
|
|
$
|
0.165625
|
|
|
10/25/2016
|
|
12/22/2016
|
|
1/10/2017
|
|
$
|
0.165625
|
|
|
|
|
|
|
|
|
|
|
||
2016
|
|
|
|
|
|
|
|
||
7/28/2016
|
|
9/26/2016
|
|
10/7/2016
|
|
$
|
0.165625
|
|
|
4/26/2016
|
|
6/27/2016
|
|
7/8/2016
|
|
$
|
0.165625
|
|
|
2/11/2016
|
|
3/28/2016
|
|
4/8/2016
|
|
$
|
0.165625
|
|
|
10/27/2015
|
|
12/23/2015
|
|
1/8/2016
|
|
$
|
0.165625
|
|
|
(a)
|
A portion of the dividend, $0.131898, is considered a taxable distribution to shareholders in 2017 with the remaining $0.033727 considered a taxable distribution to shareholders in 2018.
|
|
|
2017
|
|
2016
|
||||
Ordinary dividends
|
|
$
|
0.760339
|
|
|
$
|
0.449528
|
|
Non-dividend distributions
|
|
—
|
|
|
0.212972
|
|
||
Capital gain distributions
|
|
0.034059
|
|
|
—
|
|
||
Total distribution per common share
|
|
$
|
0.794398
|
|
|
$
|
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, 2017 to October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
115,570
|
|
November 1, 2017 to November 30, 2017 (b)
|
|
7,857
|
|
|
$
|
12.90
|
|
|
7,854
|
|
|
$
|
14,057
|
|
December 1, 2017 to December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
264,057
|
|
Total
|
|
7,857
|
|
|
$
|
12.90
|
|
|
7,854
|
|
|
$
|
264,057
|
|
(a)
|
As disclosed on the Forms 8-K dated December 15, 2015 and December 14, 2017, represents the amount outstanding under our $500,000 common stock repurchase program, which has no scheduled expiration date. The size of the program was increased from $250,000 to $500,000 on December 14, 2017.
|
(b)
|
Includes 968 shares repurchased in November 2017 at an average price per share of $13.02 for a total of $12,629, which settled in December 2017.
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net investment properties
|
|
$
|
3,569,937
|
|
|
$
|
4,056,173
|
|
|
$
|
4,254,647
|
|
|
$
|
4,314,905
|
|
|
$
|
4,474,044
|
|
Total assets
|
|
$
|
3,918,264
|
|
|
$
|
4,452,973
|
|
|
$
|
4,621,251
|
|
|
$
|
4,787,989
|
|
|
$
|
4,858,518
|
|
Total debt
|
|
$
|
1,746,086
|
|
|
$
|
1,997,925
|
|
|
$
|
2,166,238
|
|
|
$
|
2,318,735
|
|
|
$
|
2,280,587
|
|
Total shareholders’ equity
|
|
$
|
1,885,700
|
|
|
$
|
2,152,086
|
|
|
$
|
2,155,337
|
|
|
$
|
2,187,881
|
|
|
$
|
2,307,340
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
538,139
|
|
|
$
|
583,143
|
|
|
$
|
603,960
|
|
|
$
|
600,614
|
|
|
$
|
551,508
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
203,866
|
|
|
224,430
|
|
|
214,706
|
|
|
215,966
|
|
|
222,710
|
|
|||||
Other
|
|
275,038
|
|
|
232,567
|
|
|
248,184
|
|
|
282,003
|
|
|
251,277
|
|
|||||
Total expenses
|
|
478,904
|
|
|
456,997
|
|
|
462,890
|
|
|
497,969
|
|
|
473,987
|
|
|||||
Operating income
|
|
59,235
|
|
|
126,146
|
|
|
141,070
|
|
|
102,645
|
|
|
77,521
|
|
|||||
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
|
)
|
|
(1,246
|
)
|
|||||
Gain on sale of joint venture interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,499
|
|
|||||
Gain on change in control of investment properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,158
|
|
|
5,435
|
|
|||||
Interest expense
|
|
(146,092
|
)
|
|
(109,730
|
)
|
|
(138,938
|
)
|
|
(133,835
|
)
|
|
(146,805
|
)
|
|||||
Other non-operating income, net
|
|
373
|
|
|
63
|
|
|
1,700
|
|
|
5,459
|
|
|
4,741
|
|
|||||
(Loss) income from continuing operations
|
|
(86,484
|
)
|
|
37,110
|
|
|
3,832
|
|
|
597
|
|
|
(42,855
|
)
|
|||||
Income from discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
50,675
|
|
|||||
Gain on sales of investment properties, net
|
|
337,975
|
|
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|||||
Net income
|
|
251,491
|
|
|
166,817
|
|
|
125,624
|
|
|
43,300
|
|
|
13,626
|
|
|||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to the Company
|
|
251,491
|
|
|
166,817
|
|
|
125,096
|
|
|
43,300
|
|
|
13,626
|
|
|||||
Preferred stock dividends
|
|
(13,867
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|||||
Net income attributable to common shareholders
|
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
$
|
33,850
|
|
|
$
|
4,176
|
|
Earnings (loss) per common share – basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
1.03
|
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
(0.20
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|||||
Net income per common share attributable to
common shareholders
|
|
$
|
1.03
|
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
$
|
0.14
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared – preferred
|
|
$
|
9,161
|
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
|
$
|
9,713
|
|
Distributions declared per preferred share
|
|
$
|
1.70
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
$
|
1.80
|
|
Excess of redemption value over carrying value of
preferred stock redemption
|
|
$
|
4,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions declared – common
|
|
$
|
151,612
|
|
|
$
|
157,168
|
|
|
$
|
157,173
|
|
|
$
|
156,742
|
|
|
$
|
155,616
|
|
Distributions declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
Cash flows provided by operating activities
|
|
$
|
247,516
|
|
|
$
|
266,130
|
|
|
$
|
266,650
|
|
|
$
|
263,161
|
|
|
$
|
246,301
|
|
Cash flows provided by investing activities
|
|
$
|
608,302
|
|
|
$
|
12,444
|
|
|
$
|
2,623
|
|
|
$
|
95,721
|
|
|
$
|
82,223
|
|
Cash flows used in financing activities
|
|
$
|
(851,832
|
)
|
|
$
|
(283,453
|
)
|
|
$
|
(352,806
|
)
|
|
$
|
(286,509
|
)
|
|
$
|
(431,744
|
)
|
Weighted average number of common shares outstanding – basic
|
|
230,747
|
|
|
236,651
|
|
|
236,380
|
|
|
236,184
|
|
|
234,134
|
|
|||||
Weighted average number of common shares outstanding – diluted
|
|
230,927
|
|
|
236,951
|
|
|
236,382
|
|
|
236,187
|
|
|
234,134
|
|
•
|
economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
|
•
|
economic and other developments in 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
|
|
58
|
|
|
8,418
|
|
|
93.0
|
%
|
|
93.7
|
%
|
Power centers
|
|
34
|
|
|
7,670
|
|
|
95.3
|
%
|
|
96.2
|
%
|
Lifestyle centers and mixed-use properties
|
|
15
|
|
|
3,797
|
|
|
92.8
|
%
|
|
94.4
|
%
|
Total multi-tenant retail
|
|
107
|
|
|
19,885
|
|
|
93.8
|
%
|
|
94.8
|
%
|
Single-user retail
|
|
5
|
|
|
380
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating portfolio
|
|
112
|
|
|
20,265
|
|
|
93.9
|
%
|
|
94.9
|
%
|
Office
|
|
1
|
|
|
895
|
|
|
23.8
|
%
|
|
46.1
|
%
|
Total operating portfolio (b)
|
|
113
|
|
|
21,160
|
|
|
91.0
|
%
|
|
92.8
|
%
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes one single-user retail operating property classified as held for sale as of
December 31, 2017
.
|
Date
|
|
Property Name
|
|
MSA
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 13, 2017
|
|
Main Street Promenade
|
|
Chicago
|
|
Multi-tenant retail
|
|
181,600
|
|
|
$
|
88,000
|
|
January 25, 2017
|
|
Boulevard at the Capital Centre –
Fee Interest
|
|
Washington, D.C.
|
|
Fee interest (a)
|
|
—
|
|
|
2,000
|
|
|
February 24, 2017
|
|
One Loudoun Downtown – Phase II
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (b)
|
|
15,900
|
|
|
4,128
|
|
|
April 5, 2017
|
|
One Loudoun Downtown – Phase III
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (b)
|
|
9,800
|
|
|
2,193
|
|
|
May 16, 2017
|
|
One Loudoun Downtown – Phase IV
|
|
Washington, D.C.
|
|
Development rights (b)
|
|
—
|
|
|
3,500
|
|
|
July 6, 2017
|
|
New Hyde Park Shopping Center
|
|
New York
|
|
Multi-tenant retail
|
|
32,300
|
|
|
22,075
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase V
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (b)
|
|
17,700
|
|
|
5,167
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase VI
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (b)
|
|
74,100
|
|
|
20,523
|
|
|
December 11, 2017
|
|
Plaza del Lago (c)
|
|
Chicago
|
|
Multi-tenant retail
|
|
100,200
|
|
|
48,300
|
|
|
December 19, 2017
|
|
Southlake Town Square – Outparcel
|
|
Dallas
|
|
Multi-tenant retail outparcel (d)
|
|
12,200
|
|
|
7,029
|
|
|
|
|
|
|
|
|
|
|
443,800
|
|
|
$
|
202,915
|
|
(a)
|
The wholly-owned multi-tenant retail operating property located in Largo, Maryland was previously subject to an approximately 70 acre long-term ground lease with a third party. We completed a transaction whereby we received the fee interest in approximately 50 acres of the underlying land in exchange for which (i) we paid $1,939 and (ii) the term of the ground lease with respect to the remaining approximately 20 acres was shortened to nine months. We derecognized building and improvements of $11,347 related to the remaining ground lease, recognized the fair value of land received of $15,200 and recorded a gain of $2,524, which was recognized during the three months ended December 31, 2017 upon the expiration of the ground lease on approximately 20 acres. The total number of properties in our portfolio was not affected by this transaction.
|
(b)
|
We acquired the remaining five phases under contract, including the development rights for an additional 123 residential units for a total of 408 units, at our One Loudoun Downtown multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
|
(c)
|
Plaza del Lago also contains 8,800 square feet of residential space, comprised of 15 residential units, for a total of 109,000 square feet.
|
(d)
|
We acquired a multi-tenant retail outparcel located at our Southlake Town Square multi-tenant retail operating property. The total number of properties in our portfolio was not affected by this transaction.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
January 27, 2017
|
|
Rite Aid Store (Eckerd), Culver Rd.–Rochester, NY
|
|
Single-user retail
|
|
10,900
|
|
|
$
|
500
|
|
February 21, 2017
|
|
Shoppes at Park West
|
|
Multi-tenant retail
|
|
63,900
|
|
|
15,383
|
|
|
March 7, 2017
|
|
CVS Pharmacy – Sylacauga, AL
|
|
Single-user retail
|
|
10,100
|
|
|
3,700
|
|
|
March 8, 2017
|
|
Rite Aid Store (Eckerd) – Kill Devil Hills, NC
|
|
Single-user retail
|
|
13,800
|
|
|
4,297
|
|
|
March 15, 2017
|
|
Century III Plaza – Home Depot
|
|
Single-user parcel
|
|
131,900
|
|
|
17,519
|
|
|
March 16, 2017
|
|
Village Shoppes at Gainesville
|
|
Multi-tenant retail
|
|
229,500
|
|
|
41,750
|
|
|
March 24, 2017
|
|
Northwood Crossing
|
|
Multi-tenant retail
|
|
160,000
|
|
|
22,850
|
|
|
April 4, 2017
|
|
University Town Center
|
|
Multi-tenant retail
|
|
57,500
|
|
|
14,700
|
|
|
April 4, 2017
|
|
Edgemont Town Center
|
|
Multi-tenant retail
|
|
77,700
|
|
|
19,025
|
|
|
April 4, 2017
|
|
Phenix Crossing
|
|
Multi-tenant retail
|
|
56,600
|
|
|
12,400
|
|
|
April 27, 2017
|
|
Brown’s Lane
|
|
Multi-tenant retail
|
|
74,700
|
|
|
10,575
|
|
|
May 9, 2017
|
|
Rite Aid Store (Eckerd) – Greer, SC
|
|
Single-user retail
|
|
13,800
|
|
|
3,050
|
|
|
May 9, 2017
|
|
Evans Town Centre
|
|
Multi-tenant retail
|
|
75,700
|
|
|
11,825
|
|
|
May 25, 2017
|
|
Red Bug Village
|
|
Multi-tenant retail
|
|
26,200
|
|
|
8,100
|
|
|
May 26, 2017
|
|
Wilton Square
|
|
Multi-tenant retail
|
|
438,100
|
|
|
49,300
|
|
|
May 30, 2017
|
|
Town Square Plaza
|
|
Multi-tenant retail
|
|
215,600
|
|
|
28,600
|
|
|
May 31, 2017
|
|
Cuyahoga Falls Market Center
|
|
Multi-tenant retail
|
|
76,400
|
|
|
11,500
|
|
|
June 5, 2017
|
|
Plaza Santa Fe II
|
|
Multi-tenant retail
|
|
224,200
|
|
|
35,220
|
|
|
June 6, 2017
|
|
Rite Aid Store (Eckerd) – Columbia, SC
|
|
Single-user retail
|
|
13,400
|
|
|
3,250
|
|
|
June 16, 2017
|
|
Fox Creek Village
|
|
Multi-tenant retail
|
|
107,500
|
|
|
24,825
|
|
|
June 29, 2017
|
|
Cottage Plaza
|
|
Multi-tenant retail
|
|
85,500
|
|
|
23,050
|
|
|
June 29, 2017
|
|
Magnolia Square
|
|
Multi-tenant retail
|
|
116,000
|
|
|
16,000
|
|
|
June 29, 2017
|
|
Cinemark Seven Bridges
|
|
Single-user retail
|
|
70,200
|
|
|
15,271
|
|
|
June 29, 2017
|
|
Low Country Village I & II
|
|
Multi-tenant retail
|
|
139,900
|
|
|
22,075
|
|
|
July 20, 2017
|
|
Boulevard Plaza
|
|
Multi-tenant retail
|
|
111,100
|
|
|
14,300
|
|
|
July 26, 2017
|
|
Irmo Station (a)
|
|
Multi-tenant retail
|
|
99,400
|
|
|
16,027
|
|
|
July 27, 2017
|
|
Hickory Ridge
|
|
Multi-tenant retail
|
|
380,600
|
|
|
44,020
|
|
|
August 4, 2017
|
|
Lakepointe Towne Center
|
|
Multi-tenant retail
|
|
196,600
|
|
|
10,500
|
|
|
August 14, 2017
|
|
The Columns
|
|
Multi-tenant retail
|
|
173,400
|
|
|
21,750
|
|
|
August 25, 2017
|
|
Holliday Towne Center
|
|
Multi-tenant retail
|
|
83,100
|
|
|
11,750
|
|
|
August 25, 2017
|
|
Northwoods Center (a)
|
|
Multi-tenant retail
|
|
96,000
|
|
|
24,250
|
|
|
September 14, 2017
|
|
The Orchard
|
|
Multi-tenant retail
|
|
165,800
|
|
|
20,000
|
|
|
September 21, 2017
|
|
Lake Mary Pointe
|
|
Multi-tenant retail
|
|
51,100
|
|
|
5,100
|
|
|
September 22, 2017
|
|
West Town Market
|
|
Multi-tenant retail
|
|
67,900
|
|
|
14,250
|
|
|
September 29, 2017
|
|
Dorman Centre I & II
|
|
Multi-tenant retail
|
|
388,300
|
|
|
46,000
|
|
|
October 6, 2017
|
|
Forks Town Center
|
|
Multi-tenant retail
|
|
100,300
|
|
|
23,800
|
|
|
October 10, 2017
|
|
Placentia Town Center
|
|
Multi-tenant retail
|
|
111,000
|
|
|
35,725
|
|
|
October 24, 2017
|
|
Five Forks
|
|
Multi-tenant retail
|
|
70,200
|
|
|
10,720
|
|
|
October 27, 2017
|
|
Saucon Valley Square
|
|
Multi-tenant retail
|
|
80,700
|
|
|
6,300
|
|
|
December 8, 2017
|
|
Corwest Plaza
|
|
Multi-tenant retail
|
|
115,100
|
|
|
29,825
|
|
|
December 14, 2017
|
|
23rd Street Plaza
|
|
Multi-tenant retail
|
|
53,400
|
|
|
5,400
|
|
|
December 15, 2017
|
|
Century III Plaza
|
|
Multi-tenant retail
|
|
152,200
|
|
|
11,600
|
|
|
December 20, 2017
|
|
Page Field Commons
|
|
Multi-tenant retail
|
|
319,400
|
|
|
38,000
|
|
|
December 21, 2017
|
|
Quakertown (a)
|
|
Multi-tenant retail
|
|
61,800
|
|
|
15,940
|
|
|
December 21, 2017
|
|
Bed Bath & Beyond Plaza – Miami, FL
|
|
Multi-tenant retail
|
|
97,500
|
|
|
38,250
|
|
|
December 22, 2017
|
|
High Ridge Crossing
|
|
Multi-tenant retail
|
|
76,900
|
|
|
4,750
|
|
|
December 28, 2017
|
|
Azalea Square I & Azalea Square III
|
|
Multi-tenant retail
|
|
269,800
|
|
|
54,786
|
|
|
|
|
|
|
|
|
5,810,700
|
|
|
$
|
917,808
|
|
(a)
|
Disposition proceeds related to this property are temporarily restricted related to a potential 1031 Exchange. As of
December 31, 2017
, disposition proceeds totaling $54,087 are temporarily restricted and are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Top 25 MSAs (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas
|
|
19
|
|
|
$
|
83,144
|
|
|
24.0
|
%
|
|
$
|
22.23
|
|
|
3,938
|
|
|
19.8
|
%
|
|
95.0
|
%
|
|
95.2
|
%
|
New York
|
|
9
|
|
|
35,246
|
|
|
10.2
|
%
|
|
28.23
|
|
|
1,292
|
|
|
6.5
|
%
|
|
96.6
|
%
|
|
97.3
|
%
|
||
Washington, D.C.
|
|
8
|
|
|
33,043
|
|
|
9.5
|
%
|
|
26.86
|
|
|
1,385
|
|
|
7.0
|
%
|
|
88.8
|
%
|
|
93.9
|
%
|
||
Chicago
|
|
8
|
|
|
28,261
|
|
|
8.1
|
%
|
|
22.81
|
|
|
1,358
|
|
|
6.8
|
%
|
|
91.3
|
%
|
|
92.1
|
%
|
||
Seattle
|
|
8
|
|
|
20,762
|
|
|
6.0
|
%
|
|
15.33
|
|
|
1,478
|
|
|
7.4
|
%
|
|
91.6
|
%
|
|
92.5
|
%
|
||
Atlanta
|
|
9
|
|
|
19,052
|
|
|
5.5
|
%
|
|
13.30
|
|
|
1,513
|
|
|
7.6
|
%
|
|
94.7
|
%
|
|
96.7
|
%
|
||
Houston
|
|
9
|
|
|
15,430
|
|
|
4.4
|
%
|
|
14.18
|
|
|
1,140
|
|
|
5.7
|
%
|
|
95.4
|
%
|
|
95.4
|
%
|
||
Baltimore
|
|
4
|
|
|
13,616
|
|
|
3.9
|
%
|
|
16.85
|
|
|
865
|
|
|
4.4
|
%
|
|
93.5
|
%
|
|
93.5
|
%
|
||
San Antonio
|
|
3
|
|
|
12,296
|
|
|
3.5
|
%
|
|
17.23
|
|
|
722
|
|
|
3.6
|
%
|
|
98.9
|
%
|
|
99.1
|
%
|
||
Phoenix
|
|
3
|
|
|
10,042
|
|
|
2.9
|
%
|
|
17.33
|
|
|
631
|
|
|
3.2
|
%
|
|
91.7
|
%
|
|
93.6
|
%
|
||
Los Angeles
|
|
1
|
|
|
5,542
|
|
|
1.6
|
%
|
|
26.23
|
|
|
255
|
|
|
1.3
|
%
|
|
82.9
|
%
|
|
82.9
|
%
|
||
Riverside
|
|
1
|
|
|
4,594
|
|
|
1.3
|
%
|
|
15.71
|
|
|
292
|
|
|
1.5
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||
St. Louis
|
|
1
|
|
|
4,106
|
|
|
1.2
|
%
|
|
9.61
|
|
|
453
|
|
|
2.3
|
%
|
|
94.3
|
%
|
|
94.3
|
%
|
||
Charlotte
|
|
1
|
|
|
3,350
|
|
|
1.0
|
%
|
|
11.61
|
|
|
319
|
|
|
1.6
|
%
|
|
90.6
|
%
|
|
96.6
|
%
|
||
Tampa
|
|
1
|
|
|
2,374
|
|
|
0.7
|
%
|
|
19.48
|
|
|
126
|
|
|
0.6
|
%
|
|
97.0
|
%
|
|
97.0
|
%
|
||
Subtotal
|
|
85
|
|
|
290,858
|
|
|
83.8
|
%
|
|
19.68
|
|
|
15,767
|
|
|
79.3
|
%
|
|
93.7
|
%
|
|
94.8
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Top 25 MSAs (b)
|
|
22
|
|
|
56,190
|
|
|
16.2
|
%
|
|
14.47
|
|
|
4,118
|
|
|
20.7
|
%
|
|
94.3
|
%
|
|
94.7
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
107
|
|
|
347,048
|
|
|
100.0
|
%
|
|
18.60
|
|
|
19,885
|
|
|
100.0
|
%
|
|
93.8
|
%
|
|
94.8
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
5
|
|
|
9,321
|
|
|
|
|
24.52
|
|
|
380
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Retail
|
|
112
|
|
|
356,369
|
|
|
|
|
18.72
|
|
|
20,265
|
|
|
|
|
93.9
|
%
|
|
94.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
1
|
|
|
3,262
|
|
|
|
|
15.31
|
|
|
895
|
|
|
|
|
23.8
|
%
|
|
46.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Portfolio (c)
|
|
113
|
|
|
$
|
359,631
|
|
|
|
|
$
|
18.68
|
|
|
21,160
|
|
|
|
|
91.0
|
%
|
|
92.8
|
%
|
(a)
|
Excludes $11,275 of multi-tenant retail ABR and 1,093 square feet of multi-tenant retail GLA attributable to our two active redevelopments and one property where we have begun activities in anticipation of future redevelopment, which are located in the Washington, D.C. and Baltimore MSAs. Including these amounts, 84.3% of our multi-tenant retail ABR and 80.4% of our multi-tenant retail GLA is located in the top 25 MSAs.
|
(b)
|
Top 25 MSAs and Non-Top 25 MSAs are determined by the United States Census Bureau and ranked based on the most recently available population estimates.
|
(c)
|
Excludes one single-user retail operating property classified as held for sale as of
December 31, 2017
.
|
|
|
Number of
Leases Signed
|
|
GLA Signed
(in thousands)
|
|
New
Contractual
Rent per Square
Foot (PSF) (a)
|
|
Prior
Contractual
Rent PSF (a)
|
|
% Change
over Prior
ABR (a)
|
|
Weighted
Average
Lease Term
|
|
Tenant
Allowances
PSF
|
||||||||||
Comparable Renewal Leases
|
|
352
|
|
|
1,879
|
|
|
$
|
19.65
|
|
|
$
|
18.46
|
|
|
6.4
|
%
|
|
4.8
|
|
|
$
|
1.53
|
|
Comparable New Leases
|
|
57
|
|
|
353
|
|
|
25.20
|
|
|
19.60
|
|
|
28.6
|
%
|
|
9.0
|
|
|
53.89
|
|
|||
Non-Comparable New and Renewal Leases (b)
|
|
101
|
|
|
483
|
|
|
20.06
|
|
|
N/A
|
|
|
N/A
|
|
|
7.3
|
|
|
35.01
|
|
|||
Total
|
|
510
|
|
|
2,715
|
|
|
$
|
20.53
|
|
|
$
|
18.64
|
|
|
10.1
|
%
|
|
5.9
|
|
|
$
|
14.31
|
|
(a)
|
Total excludes the impact of Non-Comparable New and Renewal Leases.
|
(b)
|
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.
|
•
|
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 and associated fees totaling $60,198;
|
•
|
redeemed all 5,400 outstanding shares of our 7.00% Series A cumulative redeemable preferred stock for cash at a redemption price of $25.00 per preferred share, plus $0.3840 per preferred share representing all accrued and unpaid dividends;
|
•
|
repaid $100,000 of our unsecured term loan due 2018;
|
•
|
received funding in the amount of $200,000 on a seven-year unsecured term loan;
|
•
|
entered into two agreements to swap a total of $200,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt to a fixed interest rate of 1.26% through November 22, 2018;
|
•
|
entered into three agreements to swap a total of $250,000 of LIBOR-based variable rate debt to a fixed interest rate of 2.00% through January 5, 2021 upon the expiration of two of our previous swap agreements;
|
•
|
borrowed $130,000, net of repayments, on our unsecured revolving line of credit;
|
•
|
repaid $102,070 of mortgages payable and made scheduled principal payments of $4,652 related to amortizing loans;
|
•
|
repurchased
17,683
shares of our common stock at an average price per share of
$12.82
for a total of
$227,102
; and
|
•
|
increased the size of our common stock repurchase program by $250,000. As a result,
$264,057
remains available for repurchases under our $500,000 common stock repurchase program.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
414,804
|
|
|
$
|
455,658
|
|
|
$
|
(40,854
|
)
|
Tenant recovery income
|
115,944
|
|
|
118,569
|
|
|
(2,625
|
)
|
|||
Other property income
|
7,391
|
|
|
8,916
|
|
|
(1,525
|
)
|
|||
Total revenues
|
538,139
|
|
|
583,143
|
|
|
(45,004
|
)
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
84,556
|
|
|
85,895
|
|
|
(1,339
|
)
|
|||
Real estate taxes
|
82,755
|
|
|
81,774
|
|
|
981
|
|
|||
Depreciation and amortization
|
203,866
|
|
|
224,430
|
|
|
(20,564
|
)
|
|||
Provision for impairment of investment properties
|
67,003
|
|
|
20,376
|
|
|
46,627
|
|
|||
General and administrative expenses
|
40,724
|
|
|
44,522
|
|
|
(3,798
|
)
|
|||
Total expenses
|
478,904
|
|
|
456,997
|
|
|
21,907
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
59,235
|
|
|
126,146
|
|
|
(66,911
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on extinguishment of debt
|
—
|
|
|
13,653
|
|
|
(13,653
|
)
|
|||
Gain on extinguishment of other liabilities
|
—
|
|
|
6,978
|
|
|
(6,978
|
)
|
|||
Interest expense
|
(146,092
|
)
|
|
(109,730
|
)
|
|
(36,362
|
)
|
|||
Other income, net
|
373
|
|
|
63
|
|
|
310
|
|
|||
(Loss) income from continuing operations
|
(86,484
|
)
|
|
37,110
|
|
|
(123,594
|
)
|
|||
Gain on sales of investment properties
|
337,975
|
|
|
129,707
|
|
|
208,268
|
|
|||
Net income
|
251,491
|
|
|
166,817
|
|
|
84,674
|
|
|||
Preferred stock dividends
|
(13,867
|
)
|
|
(9,450
|
)
|
|
(4,417
|
)
|
|||
Net income attributable to common shareholders
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
80,257
|
|
•
|
a $208,268 increase in gain on sales of investment properties related to the sales of 47 investment properties, representing approximately 5,810,700 square feet of GLA, during the year ended
December 31, 2017
compared 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
;
|
•
|
a $20,564 decrease in depreciation and amortization primarily due to the write-off of assets taken out of service at two redevelopment properties during the year ended
December 31, 2016
, along with a decrease from the investment properties sold or classified as held for sale as of
December 31, 2017
, partially offset by an increase from the acquisition of investment properties during the year ended
December 31, 2017
; and
|
•
|
a $3,798 decrease in general and administrative expenses primarily consisting of a $1,822 decrease in executive and employee bonus expense and a $1,233 decrease in amortization of stock awards primarily due to the reversal of $830 in 2017 of previously recognized compensation expense related to the forfeiture of 34 restricted shares and 89 performance restricted stock units resulting from the resignation of our former Chief Financial Officer and Treasurer. In addition, following the adoption of ASU 2017-01 on October 1, 2016, all costs associated with acquisitions have been capitalized, which resulted in a reduction of general and administrative expenses of $913;
|
•
|
a $46,627 increase in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 14 and 15 to the accompanying consolidated financial statements), we recognized impairment charges of $67,003 and $20,376 for the year ended
December 31, 2017
and
2016
, respectively;
|
•
|
a $40,854 decrease in rental income primarily consisting of a $41,665 decrease in base rent, which resulted from the operating properties sold during
2016
and
2017
or classified as held for sale as of
December 31, 2017
, along with our one remaining office property and our redevelopment properties, partially offset by an increase from the operating properties acquired during
2016
and
2017
and growth from our same store portfolio;
|
•
|
a $36,362 increase in interest expense primarily consisting of:
|
•
|
a $62,867 increase in prepayment penalties and defeasance premiums and a $3,206 increase in capitalized loan fee write-offs primarily related to the defeasance of the IW JV portfolio of mortgages payable during the year ended December 31, 2017, which resulted in a defeasance premium and associated fees totaling $60,198 and the write-off of $4,003 of capitalized loan fees;
|
•
|
a $7,209 increase in interest from our 4.08% senior unsecured notes due 2026 and our 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), which were issued in September 2016 and December 2016, respectively;
|
•
|
a $5,977 increase in interest on our Term Loan Due 2023, which funded in January 2017; and
|
•
|
a $4,916 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 $44,654 decrease in interest on mortgages payable due to a reduction in mortgage debt;
|
•
|
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, 2017;
|
•
|
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 Ashland & Roosevelt, 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. No such gain was recorded during the year ended December 31, 2017; and
|
•
|
a $4,417 increase in preferred stock dividends primarily due to the original underwriting discount and offering costs from 2012 being recorded as a dividend to the preferred shareholders in conjunction with the redemption of our 7.00% Series A cumulative redeemable preferred stock on December 20, 2017.
|
•
|
the removal of 45 same store investment properties sold during the year ended
December 31, 2017
; and
|
•
|
the removal of one same store investment property classified as held for sale as of
December 31, 2017
;
|
•
|
the addition of eight same store investment properties acquired prior to January 1, 2016.
|
•
|
properties acquired after December 31, 2015;
|
•
|
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
2016
and
2017
;
|
•
|
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,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
80,257
|
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
13,867
|
|
|
9,450
|
|
|
4,417
|
|
|||
Gain on sales of investment properties
|
(337,975
|
)
|
|
(129,707
|
)
|
|
(208,268
|
)
|
|||
Depreciation and amortization
|
203,866
|
|
|
224,430
|
|
|
(20,564
|
)
|
|||
Provision for impairment of investment properties
|
67,003
|
|
|
20,376
|
|
|
46,627
|
|
|||
General and administrative expenses
|
40,724
|
|
|
44,522
|
|
|
(3,798
|
)
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(13,653
|
)
|
|
13,653
|
|
|||
Gain on extinguishment of other liabilities
|
—
|
|
|
(6,978
|
)
|
|
6,978
|
|
|||
Interest expense
|
146,092
|
|
|
109,730
|
|
|
36,362
|
|
|||
Straight-line rental income, net
|
(4,646
|
)
|
|
(4,601
|
)
|
|
(45
|
)
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(3,313
|
)
|
|
(2,991
|
)
|
|
(322
|
)
|
|||
Amortization of lease inducements
|
1,065
|
|
|
1,033
|
|
|
32
|
|
|||
Lease termination fees
|
(2,021
|
)
|
|
(3,339
|
)
|
|
1,318
|
|
|||
Straight-line ground rent expense
|
2,710
|
|
|
3,253
|
|
|
(543
|
)
|
|||
Amortization of acquired ground lease intangibles
|
(560
|
)
|
|
(560
|
)
|
|
—
|
|
|||
Other income, net
|
(373
|
)
|
|
(63
|
)
|
|
(310
|
)
|
|||
NOI
|
364,063
|
|
|
408,269
|
|
|
(44,206
|
)
|
|||
NOI from Other Investment Properties
|
(77,145
|
)
|
|
(127,002
|
)
|
|
49,857
|
|
|||
Same Store NOI
|
$
|
286,918
|
|
|
$
|
281,267
|
|
|
$
|
5,651
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2017
|
|
2016
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
313,253
|
|
|
$
|
308,383
|
|
|
$
|
4,870
|
|
Percentage and specialty rent
|
3,307
|
|
|
3,509
|
|
|
(202
|
)
|
|||
Tenant recovery income
|
91,669
|
|
|
88,536
|
|
|
3,133
|
|
|||
Other property operating income
|
2,883
|
|
|
2,770
|
|
|
113
|
|
|||
|
411,112
|
|
|
403,198
|
|
|
7,914
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
57,933
|
|
|
59,067
|
|
|
(1,134
|
)
|
|||
Bad debt expense
|
1,012
|
|
|
1,161
|
|
|
(149
|
)
|
|||
Real estate taxes
|
65,249
|
|
|
61,703
|
|
|
3,546
|
|
|||
|
124,194
|
|
|
121,931
|
|
|
2,263
|
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
286,918
|
|
|
$
|
281,267
|
|
|
$
|
5,651
|
|
•
|
base rent increased $4,870 primarily due to an increase of $2,429 from contractual rent changes, $2,074 from re-leasing spreads and $600 from lower rent abatements; and
|
•
|
property operating expenses and real estate taxes, net of tenant recovery income, decreased $721 primarily due to decreases in certain non-recoverable property operating expenses and a positive impact from the common area maintenance and real estate tax reconciliation process, partially offset by lower net real estate tax refunds in 2017.
|
|
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 Ashland & Roosevelt, 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. No such gain was recorded during the year ended December 31, 2015; 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;
|
•
|
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.
|
|
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 increased $7,271 primarily due to an increase of $2,983 from contractual rent changes, $2,574 from occupancy growth and $2,353 from re-leasing spreads, partially offset by a decrease of $718 from higher rent abatements;
|
•
|
property operating expenses and real estate taxes, net of tenant recovery income, decreased $2,287 primarily as a result of decreases in certain non-recoverable property operating expenses 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; and
|
•
|
bad debt expense decreased $1,148.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to common shareholders
|
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
Depreciation and amortization of depreciable real estate
|
|
202,110
|
|
|
223,018
|
|
|
213,602
|
|
|||
Provision for impairment of investment properties
|
|
67,003
|
|
|
17,369
|
|
|
19,937
|
|
|||
Gain on sales of depreciable investment properties, net of noncontrolling interest
|
|
(337,975
|
)
|
|
(129,707
|
)
|
|
(121,264
|
)
|
|||
FFO attributable to common shareholders
|
|
$
|
168,762
|
|
|
$
|
268,047
|
|
|
$
|
227,921
|
|
|
|
|
|
|
|
|
||||||
FFO attributable to common shareholders per common share outstanding – diluted
|
|
$
|
0.73
|
|
|
$
|
1.13
|
|
|
$
|
0.96
|
|
|
|
|
|
|
|
|
||||||
FFO attributable to common shareholders
|
|
$
|
168,762
|
|
|
$
|
268,047
|
|
|
$
|
227,921
|
|
Impact on earnings from the early extinguishment of debt, net
|
|
72,654
|
|
|
(7,028
|
)
|
|
18,864
|
|
|||
Provision for hedge ineffectiveness
|
|
9
|
|
|
(21
|
)
|
|
(25
|
)
|
|||
Provision for impairment of non-depreciable investment property
|
|
—
|
|
|
3,007
|
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
(6,978
|
)
|
|
—
|
|
|||
Impact on earnings from executive separation, net (a)
|
|
(1,086
|
)
|
|
—
|
|
|
4,730
|
|
|||
Excess of redemption value over carrying value of preferred stock redemption (b)
|
|
4,706
|
|
|
—
|
|
|
—
|
|
|||
Other (c)
|
|
441
|
|
|
132
|
|
|
(224
|
)
|
|||
Operating FFO attributable to common shareholders
|
|
$
|
245,486
|
|
|
$
|
257,159
|
|
|
$
|
251,266
|
|
|
|
|
|
|
|
|
||||||
Operating FFO attributable to common shareholders
per common share outstanding – diluted
|
|
$
|
1.06
|
|
|
$
|
1.09
|
|
|
$
|
1.06
|
|
(a)
|
Reflected as a reduction to “General and administrative expenses” in the accompanying consolidated statements of operations and other comprehensive income.
|
(b)
|
Included in “Preferred stock dividends” in the accompanying consolidated statements of operations and other comprehensive income.
|
(c)
|
Primarily consists of the impact on earnings from litigation involving the Company, including actual or anticipated settlement and associated legal costs as well as 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
|
▪
|
Proceeds from asset dispositions
|
▪
|
Distribution payments
|
|
|
▪
|
Redevelopment, renovation or expansion activities
|
|
|
▪
|
New development
|
|
|
▪
|
Repurchases of our common stock
|
Debt
|
|
Aggregate
Principal
Amount
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date
|
|
Weighted
Average Years
to Maturity
|
|||
Fixed rate mortgages payable (a)
|
|
$
|
287,238
|
|
|
4.99
|
%
|
|
Various
|
|
5.2 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
3.5 years
|
|
Senior notes – 4.58% due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
6.5 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
7.2 years
|
|
Senior notes – 4.08% due 2026
|
|
100,000
|
|
|
4.08
|
%
|
|
September 30, 2026
|
|
8.8 years
|
|
Senior notes – 4.24% due 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
December 28, 2028
|
|
11.0 years
|
|
Total unsecured notes payable (a)
|
|
700,000
|
|
|
4.19
|
%
|
|
|
|
7.3 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Term loan due 2021 – fixed rate (b)
|
|
250,000
|
|
|
3.30
|
%
|
|
January 5, 2021
|
|
3.0 years
|
|
Term loan due 2018 – variable rate
|
|
100,000
|
|
|
2.93
|
%
|
|
May 11, 2018 (c)
|
|
0.4 years
|
|
Revolving line of credit – variable rate
|
|
216,000
|
|
|
2.92
|
%
|
|
January 5, 2020 (c)
|
|
2.0 years
|
|
Total unsecured credit facility (a)
|
|
566,000
|
|
|
3.09
|
%
|
|
|
|
2.2 years
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan Due 2023 – fixed rate (a) (d)
|
|
200,000
|
|
|
2.96
|
%
|
|
November 22, 2023
|
|
5.9 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness
|
|
$
|
1,753,238
|
|
|
3.83
|
%
|
|
|
|
5.1 years
|
(a)
|
Fixed rate mortgages payable excludes mortgage premium of
$1,024
, discount of
$(579)
and capitalized loan fees of
$(615)
, net of accumulated amortization, as of
December 31, 2017
. Unsecured notes payable excludes discount of
$(853)
and capitalized loan fees of
$(3,399)
, net of accumulated amortization, as of
December 31, 2017
. Term loans exclude capitalized loan fees of
$(2,730)
, net of accumulated amortization, as of
December 31, 2017
. 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 fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through January 5, 2021. The applicable credit spread was 1.30% as of
December 31, 2017
.
|
(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)
|
Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.26% plus a credit spread based on a leverage grid ranging from 1.70% to 2.55% through November 22, 2018. The applicable credit spread was 1.70% as of
December 31, 2017
.
|
|
|
|
|
|
|
|
|
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
|
$100,000 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%
|
Term Loan Due 2023
|
|
Maturity Date
|
|
Leverage-Based Pricing
Credit Spread
|
|
Ratings-Based Pricing
Credit Spread
|
$200,000 unsecured term loan
|
|
11/22/2023
|
|
1.70% – 2.55%
|
|
1.50% – 2.45%
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
4,166
|
|
|
$
|
25,257
|
|
|
$
|
3,923
|
|
|
$
|
22,820
|
|
|
$
|
157,216
|
|
|
$
|
73,856
|
|
|
$
|
287,238
|
|
|
$
|
298,635
|
|
Fixed rate term loans (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
450,000
|
|
|
452,451
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
600,000
|
|
|
700,000
|
|
|
693,823
|
|
||||||||
Total fixed rate debt
|
4,166
|
|
|
25,257
|
|
|
3,923
|
|
|
372,820
|
|
|
157,216
|
|
|
873,856
|
|
|
1,437,238
|
|
|
1,444,909
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate term loan and
revolving line of credit
|
100,000
|
|
|
—
|
|
|
216,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316,000
|
|
|
316,326
|
|
||||||||
Total debt (d)
|
$
|
104,166
|
|
|
$
|
25,257
|
|
|
$
|
219,923
|
|
|
$
|
372,820
|
|
|
$
|
157,216
|
|
|
$
|
873,856
|
|
|
$
|
1,753,238
|
|
|
$
|
1,761,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
5.07
|
%
|
|
7.29
|
%
|
|
4.62
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
4.02
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
2.93
|
%
|
|
—
|
|
|
2.92
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.92
|
%
|
|
|
|||||||||
Total
|
3.01
|
%
|
|
7.29
|
%
|
|
2.95
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
3.83
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$1,024
and discount of
$(579)
, net of accumulated amortization, as of
December 31, 2017
.
|
(b)
|
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through three interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a fixed rate of 2.00% through January 5, 2021. In addition, $200,000 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 fixed rate of 1.26% through November 22, 2018.
|
(c)
|
Excludes discount of
$(853)
, net of accumulated amortization, as of
December 31, 2017
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.1 years
as of
December 31, 2017
. Total debt excludes capitalized loan fees of
$(6,744)
, net of accumulated amortization, as of
December 31, 2017
, which are included as a reduction to the respective debt balances.
|
(e)
|
Represents interest rates as of
December 31, 2017
.
|
|
|
Number of
Properties Sold (a)
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (b)
|
|
Debt
Extinguished
|
|
||||||||
2017 Dispositions
|
|
47
|
|
|
5,810,700
|
|
|
$
|
917,808
|
|
|
$
|
896,301
|
|
|
$
|
27,353
|
|
(c)
|
2016 Dispositions
|
|
46
|
|
|
3,013,900
|
|
|
$
|
540,362
|
|
|
$
|
448,216
|
|
|
$
|
94,353
|
|
(c) (d)
|
2015 Dispositions
|
|
26
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
|
$
|
505,524
|
|
|
$
|
25,724
|
|
(c)
|
(a)
|
2017 dispositions include the dispositions of CVS Pharmacy – Sylacauga and Century III Plaza, including the Home Depot parcel, both of which were classified as held for sale as of December 31, 2016. 2016 dispositions include the disposition of one development property,
|
(b)
|
Represents total consideration net of transaction costs. 2017 dispositions include proceeds of $54,087, which are temporarily restricted related to potential 1031 Exchanges.
|
(c)
|
Excludes $214,505, $10,695 and $95,881 of mortgages payable repayments or defeasances completed prior to disposition of the respective property for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(d)
|
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.
|
|
|
Number of
Assets Acquired
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Mortgage
Debt
|
||||||
2017 Acquisitions (a)
|
|
10
|
|
|
443,800
|
|
|
$
|
202,915
|
|
|
$
|
—
|
|
2016 Acquisitions (b)
|
|
9
|
|
|
1,102,300
|
|
|
$
|
408,308
|
|
|
$
|
15,971
|
|
2015 Acquisitions (c)
|
|
11
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
|
$
|
—
|
|
(a)
|
2017 acquisitions include the purchase of the following: 1) the fee interest in our Boulevard at the Capital Centre multi-tenant retail operating property that was previously subject to a ground lease with a third party, 2) the remaining five phases under contract, including the development rights for additional residential units, at our One Loudoun Downtown multi-tenant retail operating property that was acquired in phases as the seller completed construction on stand-alone buildings at the property and 3) a multi-tenant retail outparcel located at our Southlake Town Square multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
|
(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 located 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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
247,516
|
|
|
$
|
266,130
|
|
|
$
|
(18,614
|
)
|
Net cash provided by investing activities
|
|
608,302
|
|
|
12,444
|
|
|
595,858
|
|
|||
Net cash used in financing activities
|
|
(851,832
|
)
|
|
(283,453
|
)
|
|
(568,379
|
)
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
|
3,986
|
|
|
(4,879
|
)
|
|
8,865
|
|
|||
Cash, cash equivalents and restricted cash, at beginning of year
|
|
82,349
|
|
|
87,228
|
|
|
|
||||
Cash, cash equivalents and restricted cash, at end of year
|
|
$
|
86,335
|
|
|
$
|
82,349
|
|
|
|
•
|
a $44,206 decrease in NOI, consisting of a decrease in NOI from properties that were sold or held for sale in 2016 and 2017 and other properties not included in our same store portfolio of $49,857, partially offset by an increase in Same Store NOI of $5,651; and
|
•
|
a $6,341 increase in cash paid for leasing fees and inducements;
|
•
|
a $28,097 decrease in cash paid for interest, excluding debt prepayment fees;
|
•
|
a $707 decrease in cash bonuses paid; and
|
•
|
ordinary course fluctuations in working capital accounts.
|
•
|
a $450,390 increase in proceeds from the sales of investment properties; and
|
•
|
a $180,681 decrease in cash paid to purchase investment properties;
|
•
|
a $21,982 increase in capital expenditures and tenant improvements; and
|
•
|
a $12,287 increase in investment in developments in progress.
|
•
|
a $426,973 increase in the purchase of U.S. Treasury securities in connection with defeasance of mortgages payable due to the defeasance of the remaining mortgages payable in the IW JV portfolio during the year ended December 31, 2017;
|
•
|
a $218,261 increase in repurchases of our common shares through our share repurchase program;
|
•
|
the $135,000 redemption of all 5,400 outstanding shares of our 7.00% Series A cumulative redeemable preferred stock during the year ended December 31, 2017;
|
•
|
the repayment of $100,000 on our unsecured term loan due 2018 during the year ended December 31, 2017; and
|
•
|
a $200,000 decrease in proceeds from the issuance of unsecured notes related to a $200,000 private placement transaction during the year ended December 31, 2016;
|
•
|
$200,000 of proceeds from the Term Loan Due 2023, which funded in January 2017;
|
•
|
a $159,311 decrease in principal payments on mortgages payable;
|
•
|
a $144,000 increase in net proceeds from our unsecured revolving line of credit; and
|
•
|
an $8,746 decrease in the payment of loan fees and deposits.
|
•
|
the impact of any
2018
debt activity;
|
•
|
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
$9,645
that 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 (d)
|
|
Total
|
||||||||||
Long-term debt (a):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate
|
|
$
|
4,166
|
|
|
$
|
29,180
|
|
|
$
|
530,036
|
|
|
$
|
873,856
|
|
|
$
|
1,437,238
|
|
Variable rate
|
|
100,000
|
|
|
216,000
|
|
|
—
|
|
|
—
|
|
|
316,000
|
|
|||||
Interest (e)
|
|
65,543
|
|
|
120,097
|
|
|
82,434
|
|
|
86,956
|
|
|
355,030
|
|
|||||
Operating lease obligations (f)
|
|
6,717
|
|
|
14,304
|
|
|
14,706
|
|
|
348,246
|
|
|
383,973
|
|
|||||
|
|
$
|
176,426
|
|
|
$
|
379,581
|
|
|
$
|
627,176
|
|
|
$
|
1,309,058
|
|
|
$
|
2,492,241
|
|
(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, 2017
.
|
(b)
|
We plan on addressing our
2018
term loan maturity and scheduled principal payments on our mortgages payable 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 three interest rate swaps through January 2021.
|
(d)
|
Included in fixed rate debt is $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through two interest rate swaps through November 2018.
|
(e)
|
Represents expected interest payments on our consolidated debt obligations as of
December 31, 2017
, including any capitalized interest.
|
(f)
|
We lease land under non-cancellable leases at certain of our properties expiring in various years from
2035
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 2018 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.
|
•
|
closed on the disposition of Crown Theater, a 74,200 square foot single-user retail operating property located in Hartford, Connecticut, which was classified as held for sale as of December 31, 2017, for a sales price of $6,900 with an anticipated gain on sale;
|
•
|
granted 99 restricted shares at a grant date fair value of $13.34 per share and 268 RSUs at a grant date fair value of $14.13 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;
|
•
|
issued 42 shares of common stock and 65 restricted shares with a one year vesting term for the RSUs with a performance period that concluded on December 31, 2017. An additional 16 shares of common stock were also issued for dividends that would have been paid on the common stock and restricted shares during the performance period; and
|
•
|
declared the cash dividend for the first quarter of
2018
of $0.165625 per share on our outstanding Class A common stock, which will be paid on April 10,
2018
to Class A common shareholders of record at the close of business on March 27,
2018
.
|
|
|
Notional
Amount
|
|
Termination Date
|
|
Fair Value of
Derivative Asset
|
||||
Fixed rate portion of Unsecured Credit Facility
|
|
$
|
250,000
|
|
|
January 5, 2021
|
|
$
|
860
|
|
Term Loan Due 2023
|
|
200,000
|
|
|
November 22, 2018
|
|
226
|
|
||
|
|
$
|
450,000
|
|
|
|
|
$
|
1,086
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
4,166
|
|
|
$
|
25,257
|
|
|
$
|
3,923
|
|
|
$
|
22,820
|
|
|
$
|
157,216
|
|
|
$
|
73,856
|
|
|
$
|
287,238
|
|
|
$
|
298,635
|
|
Fixed rate term loans (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
450,000
|
|
|
452,451
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
600,000
|
|
|
700,000
|
|
|
693,823
|
|
||||||||
Total fixed rate debt
|
4,166
|
|
|
25,257
|
|
|
3,923
|
|
|
372,820
|
|
|
157,216
|
|
|
873,856
|
|
|
1,437,238
|
|
|
1,444,909
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate term loan and
revolving line of credit
|
100,000
|
|
|
—
|
|
|
216,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316,000
|
|
|
316,326
|
|
||||||||
Total debt (d)
|
$
|
104,166
|
|
|
$
|
25,257
|
|
|
$
|
219,923
|
|
|
$
|
372,820
|
|
|
$
|
157,216
|
|
|
$
|
873,856
|
|
|
$
|
1,753,238
|
|
|
$
|
1,761,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
5.07
|
%
|
|
7.29
|
%
|
|
4.62
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
4.02
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
2.93
|
%
|
|
—
|
|
|
2.92
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.92
|
%
|
|
|
|||||||||
Total
|
3.01
|
%
|
|
7.29
|
%
|
|
2.95
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
3.83
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$1,024
and discount of
$(579)
, net of accumulated amortization, as of
December 31, 2017
.
|
(b)
|
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through three interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a fixed rate of 2.00% through January 5, 2021. In addition, $200,000 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 fixed rate of 1.26% through November 22, 2018.
|
(c)
|
Excludes discount of
$(853)
, net of accumulated amortization, as of
December 31, 2017
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.1 years
as of
December 31, 2017
. Total debt excludes capitalized loan fees of
$(6,744)
, net of accumulated amortization, as of
December 31, 2017
, which are included as a reduction to the respective debt balances.
|
(e)
|
Represents interest rates as of
December 31, 2017
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,066,705
|
|
|
$
|
1,191,403
|
|
Building and other improvements
|
|
3,686,200
|
|
|
4,284,664
|
|
||
Developments in progress
|
|
33,022
|
|
|
23,439
|
|
||
|
|
4,785,927
|
|
|
5,499,506
|
|
||
Less accumulated depreciation
|
|
(1,215,990
|
)
|
|
(1,443,333
|
)
|
||
Net investment properties
|
|
3,569,937
|
|
|
4,056,173
|
|
||
Cash and cash equivalents
|
|
25,185
|
|
|
53,119
|
|
||
Accounts and notes receivable (net of allowances of $6,567 and $6,886, respectively)
|
|
71,678
|
|
|
78,941
|
|
||
Acquired lease intangible assets, net
|
|
122,646
|
|
|
142,015
|
|
||
Assets associated with investment properties held for sale
|
|
3,647
|
|
|
30,827
|
|
||
Other assets, net
|
|
125,171
|
|
|
91,898
|
|
||
Total assets
|
|
$
|
3,918,264
|
|
|
$
|
4,452,973
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
287,068
|
|
|
$
|
769,184
|
|
Unsecured notes payable, net
|
|
695,748
|
|
|
695,143
|
|
||
Unsecured term loans, net
|
|
547,270
|
|
|
447,598
|
|
||
Unsecured revolving line of credit
|
|
216,000
|
|
|
86,000
|
|
||
Accounts payable and accrued expenses
|
|
82,698
|
|
|
83,085
|
|
||
Distributions payable
|
|
36,311
|
|
|
39,222
|
|
||
Acquired lease intangible liabilities, net
|
|
97,971
|
|
|
105,290
|
|
||
Liabilities associated with investment properties held for sale
|
|
—
|
|
|
864
|
|
||
Other liabilities
|
|
69,498
|
|
|
74,501
|
|
||
Total liabilities
|
|
2,032,564
|
|
|
2,300,887
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 16)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, 7.00% Series A cumulative
redeemable preferred stock, liquidation preference $135,000, 0 and 5,400 shares issued
and outstanding as of December 31, 2017 and 2016, respectively
|
|
—
|
|
|
5
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 219,237 and 236,770
shares issued and outstanding as of December 31, 2017 and 2016, respectively
|
|
219
|
|
|
237
|
|
||
Additional paid-in capital
|
|
4,574,428
|
|
|
4,927,155
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,690,021
|
)
|
|
(2,776,033
|
)
|
||
Accumulated other comprehensive income
|
|
1,074
|
|
|
722
|
|
||
Total equity
|
|
1,885,700
|
|
|
2,152,086
|
|
||
Total liabilities and equity
|
|
$
|
3,918,264
|
|
|
$
|
4,452,973
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
414,804
|
|
|
$
|
455,658
|
|
|
$
|
472,344
|
|
Tenant recovery income
|
|
115,944
|
|
|
118,569
|
|
|
119,536
|
|
|||
Other property income
|
|
7,391
|
|
|
8,916
|
|
|
12,080
|
|
|||
Total revenues
|
|
538,139
|
|
|
583,143
|
|
|
603,960
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
84,556
|
|
|
85,895
|
|
|
94,780
|
|
|||
Real estate taxes
|
|
82,755
|
|
|
81,774
|
|
|
82,810
|
|
|||
Depreciation and amortization
|
|
203,866
|
|
|
224,430
|
|
|
214,706
|
|
|||
Provision for impairment of investment properties
|
|
67,003
|
|
|
20,376
|
|
|
19,937
|
|
|||
General and administrative expenses
|
|
40,724
|
|
|
44,522
|
|
|
50,657
|
|
|||
Total expenses
|
|
478,904
|
|
|
456,997
|
|
|
462,890
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
59,235
|
|
|
126,146
|
|
|
141,070
|
|
|||
|
|
|
|
|
|
|
||||||
Gain on extinguishment of debt
|
|
—
|
|
|
13,653
|
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
6,978
|
|
|
—
|
|
|||
Interest expense
|
|
(146,092
|
)
|
|
(109,730
|
)
|
|
(138,938
|
)
|
|||
Other income, net
|
|
373
|
|
|
63
|
|
|
1,700
|
|
|||
(Loss) income from continuing operations
|
|
(86,484
|
)
|
|
37,110
|
|
|
3,832
|
|
|||
Gain on sales of investment properties
|
|
337,975
|
|
|
129,707
|
|
|
121,792
|
|
|||
Net income
|
|
251,491
|
|
|
166,817
|
|
|
125,624
|
|
|||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|||
Net income attributable to the Company
|
|
251,491
|
|
|
166,817
|
|
|
125,096
|
|
|||
Preferred stock dividends
|
|
(13,867
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|||
Net income attributable to common shareholders
|
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share – basic and diluted
|
|
|
|
|
|
|
||||||
Net income per common share attributable to common shareholders
|
|
$
|
1.03
|
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
251,491
|
|
|
$
|
166,817
|
|
|
$
|
125,624
|
|
Other comprehensive income:
|
|
|
|
|
|
|
||||||
Net unrealized gain on derivative instruments (Note 10)
|
|
352
|
|
|
807
|
|
|
452
|
|
|||
Comprehensive income
|
|
251,843
|
|
|
167,624
|
|
|
126,076
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|||
Comprehensive income attributable to the Company
|
|
$
|
251,843
|
|
|
$
|
167,624
|
|
|
$
|
125,548
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
230,747
|
|
|
236,651
|
|
|
236,380
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – diluted
|
|
230,927
|
|
|
236,951
|
|
|
236,382
|
|
|
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, 2015
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
251,491
|
|
|
$
|
—
|
|
|
$
|
251,491
|
|
|
$
|
—
|
|
|
$
|
251,491
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||||||
Redemption of preferred stock
|
(5,400
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(130,289
|
)
|
|
(4,706
|
)
|
|
—
|
|
|
(135,000
|
)
|
|
—
|
|
|
(135,000
|
)
|
||||||||
Distributions declared to preferred shareholders
($1.6965 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,161
|
)
|
|
—
|
|
|
(9,161
|
)
|
|
—
|
|
|
(9,161
|
)
|
||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,612
|
)
|
|
—
|
|
|
(151,612
|
)
|
|
—
|
|
|
(151,612
|
)
|
||||||||
Shares repurchased through share repurchase program
|
—
|
|
|
—
|
|
|
(17,683
|
)
|
|
(18
|
)
|
|
(227,084
|
)
|
|
—
|
|
|
—
|
|
|
(227,102
|
)
|
|
—
|
|
|
(227,102
|
)
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
6,059
|
|
|
—
|
|
|
—
|
|
|
6,059
|
|
|
—
|
|
|
6,059
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
(1,413
|
)
|
||||||||
Balance as of December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
219,237
|
|
|
$
|
219
|
|
|
$
|
4,574,428
|
|
|
$
|
(2,690,021
|
)
|
|
$
|
1,074
|
|
|
$
|
1,885,700
|
|
|
$
|
—
|
|
|
$
|
1,885,700
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
251,491
|
|
|
$
|
166,817
|
|
|
$
|
125,624
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
203,866
|
|
|
224,430
|
|
|
214,706
|
|
|||
Provision for impairment of investment properties
|
67,003
|
|
|
20,376
|
|
|
19,937
|
|
|||
Gain on sales of investment properties
|
(337,975
|
)
|
|
(129,707
|
)
|
|
(121,792
|
)
|
|||
Gain on extinguishment of debt
|
—
|
|
|
(13,653
|
)
|
|
—
|
|
|||
Gain on extinguishment of other liabilities
|
—
|
|
|
(6,978
|
)
|
|
—
|
|
|||
Amortization of loan fees and debt premium and discount, net
|
7,655
|
|
|
5,781
|
|
|
5,129
|
|
|||
Amortization of stock-based compensation
|
6,059
|
|
|
7,209
|
|
|
10,755
|
|
|||
Premium paid in connection with defeasance of mortgages payable
|
59,968
|
|
|
1,735
|
|
|
17,343
|
|
|||
Debt prepayment fees
|
8,498
|
|
|
3,863
|
|
|
837
|
|
|||
Payment of leasing fees and inducements
|
(15,981
|
)
|
|
(9,640
|
)
|
|
(8,184
|
)
|
|||
Changes in accounts receivable, net
|
962
|
|
|
(1,918
|
)
|
|
4,420
|
|
|||
Changes in accounts payable and accrued expenses, net
|
579
|
|
|
2,007
|
|
|
1,976
|
|
|||
Changes in other operating assets and liabilities, net
|
(1,770
|
)
|
|
(3,257
|
)
|
|
(469
|
)
|
|||
Other, net
|
(2,839
|
)
|
|
(935
|
)
|
|
(3,632
|
)
|
|||
Net cash provided by operating activities
|
247,516
|
|
|
266,130
|
|
|
266,650
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of investment properties
|
(200,755
|
)
|
|
(381,436
|
)
|
|
(454,085
|
)
|
|||
Capital expenditures and tenant improvements
|
(73,750
|
)
|
|
(51,768
|
)
|
|
(45,649
|
)
|
|||
Proceeds from sales of investment properties
|
896,456
|
|
|
446,066
|
|
|
505,503
|
|
|||
Investment in developments in progress
|
(13,649
|
)
|
|
(1,362
|
)
|
|
(2,371
|
)
|
|||
Other, net
|
—
|
|
|
944
|
|
|
(775
|
)
|
|||
Net cash provided by investing activities
|
608,302
|
|
|
12,444
|
|
|
2,623
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from mortgages payable
|
—
|
|
|
—
|
|
|
1,049
|
|
|||
Principal payments on mortgages payable
|
(106,722
|
)
|
|
(266,033
|
)
|
|
(441,490
|
)
|
|||
Proceeds from unsecured notes payable
|
—
|
|
|
200,000
|
|
|
248,815
|
|
|||
Proceeds from unsecured term loans
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Repayments of unsecured term loans
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from unsecured revolving line of credit
|
943,000
|
|
|
622,500
|
|
|
610,000
|
|
|||
Repayments of unsecured revolving line of credit
|
(813,000
|
)
|
|
(636,500
|
)
|
|
(510,000
|
)
|
|||
Payment of loan fees and deposits
|
(10
|
)
|
|
(8,756
|
)
|
|
(2,243
|
)
|
|||
Debt prepayment fees
|
(8,498
|
)
|
|
(3,863
|
)
|
|
(837
|
)
|
|||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
(439,403
|
)
|
|
(12,430
|
)
|
|
(87,435
|
)
|
|||
Redemption of preferred stock
|
(135,000
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions paid
|
(163,684
|
)
|
|
(166,693
|
)
|
|
(166,513
|
)
|
|||
Shares repurchased through share repurchase program
|
(227,102
|
)
|
|
(8,841
|
)
|
|
—
|
|
|||
Other, net
|
(1,413
|
)
|
|
(2,837
|
)
|
|
(4,152
|
)
|
|||
Net cash used in financing activities
|
(851,832
|
)
|
|
(283,453
|
)
|
|
(352,806
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
3,986
|
|
|
(4,879
|
)
|
|
(83,533
|
)
|
|||
Cash, cash equivalents and restricted cash, at beginning of year
|
82,349
|
|
|
87,228
|
|
|
170,761
|
|
|||
Cash, cash equivalents and restricted cash, at end of year
|
$
|
86,335
|
|
|
$
|
82,349
|
|
|
$
|
87,228
|
|
(continued)
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
78,327
|
|
|
$
|
101,789
|
|
|
$
|
115,249
|
|
Distributions payable
|
$
|
36,311
|
|
|
$
|
39,222
|
|
|
$
|
39,297
|
|
Accrued capital expenditures and tenant improvements
|
$
|
7,902
|
|
|
$
|
9,286
|
|
|
$
|
6,079
|
|
Accrued leasing fees and inducements
|
$
|
547
|
|
|
$
|
952
|
|
|
$
|
—
|
|
Accrued redevelopment costs
|
$
|
750
|
|
|
$
|
4,816
|
|
|
$
|
—
|
|
Amounts reclassified to developments in progress
|
$
|
—
|
|
|
$
|
17,261
|
|
|
$
|
—
|
|
Developments in progress placed in service
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,288
|
|
U.S. Treasury securities transferred in connection with defeasance of mortgages payable
|
$
|
439,403
|
|
|
$
|
12,430
|
|
|
$
|
87,435
|
|
Defeasance of mortgages payable
|
$
|
379,435
|
|
|
$
|
10,695
|
|
|
$
|
70,092
|
|
|
|
|
|
|
|
||||||
Purchase of investment properties (after credits at closing):
|
|
|
|
|
|
||||||
Net investment properties
|
$
|
(198,984
|
)
|
|
$
|
(375,022
|
)
|
|
$
|
(442,763
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
(15,451
|
)
|
|
(40,989
|
)
|
|
(47,498
|
)
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
11,156
|
|
|
19,259
|
|
|
36,176
|
|
|||
Mortgages payable assumed, net
|
—
|
|
|
15,316
|
|
|
—
|
|
|||
Gain on exchange of investment property
|
2,524
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
(200,755
|
)
|
|
$
|
(381,436
|
)
|
|
$
|
(454,085
|
)
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment properties:
|
|
|
|
|
|
||||||
Net investment properties
|
$
|
556,129
|
|
|
$
|
393,680
|
|
|
$
|
379,419
|
|
Accounts receivable, acquired lease intangibles and other assets
|
17,678
|
|
|
13,484
|
|
|
8,638
|
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
(11,316
|
)
|
|
(11,605
|
)
|
|
(4,378
|
)
|
|||
Deferred gains
|
(1,486
|
)
|
|
1,500
|
|
|
32
|
|
|||
Mortgage debt forgiven or assumed
|
—
|
|
|
(94,353
|
)
|
|
—
|
|
|||
Gain on extinguishment of debt
|
—
|
|
|
13,653
|
|
|
—
|
|
|||
Gain on sales of investment properties
|
335,451
|
|
|
129,707
|
|
|
121,792
|
|
|||
|
$
|
896,456
|
|
|
$
|
446,066
|
|
|
$
|
505,503
|
|
|
Wholly-owned
|
|
Retail operating properties (a)
|
112
|
|
Office properties
|
1
|
|
Total operating properties
|
113
|
|
|
|
|
Redevelopment properties
|
2
|
|
(a)
|
Excludes
one
wholly-owned operating property classified as held for sale and
one
property where the Company has begun activities in anticipation of future redevelopment as of
December 31, 2017
.
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired above market lease intangibles (a)
|
|
$
|
4,071
|
|
|
$
|
2,702
|
|
|
$
|
2,052
|
|
|
$
|
1,545
|
|
|
$
|
1,276
|
|
|
$
|
4,589
|
|
|
$
|
16,235
|
|
Acquired in-place lease value intangibles (a)
|
|
18,918
|
|
|
12,860
|
|
|
10,626
|
|
|
9,615
|
|
|
8,456
|
|
|
45,936
|
|
|
106,411
|
|
|||||||
Acquired lease intangible assets, net (b)
|
|
$
|
22,989
|
|
|
$
|
15,562
|
|
|
$
|
12,678
|
|
|
$
|
11,160
|
|
|
$
|
9,732
|
|
|
$
|
50,525
|
|
|
$
|
122,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired below market lease intangibles (a)
|
|
$
|
(6,434
|
)
|
|
$
|
(5,897
|
)
|
|
$
|
(5,717
|
)
|
|
$
|
(5,517
|
)
|
|
$
|
(5,330
|
)
|
|
$
|
(56,618
|
)
|
|
$
|
(85,513
|
)
|
Acquired ground lease intangibles (c)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(560
|
)
|
|
(9,658
|
)
|
|
(12,458
|
)
|
|||||||
Acquired lease intangible liabilities, net (b)
|
|
$
|
(6,994
|
)
|
|
$
|
(6,457
|
)
|
|
$
|
(6,277
|
)
|
|
$
|
(6,077
|
)
|
|
$
|
(5,890
|
)
|
|
$
|
(66,276
|
)
|
|
$
|
(97,971
|
)
|
(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
$263,400
and
$53,002
of accumulated amortization, respectively, as of
December 31, 2017
.
|
(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,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Impairment of consolidated properties (a)
|
|
$
|
67,003
|
|
|
$
|
20,376
|
|
|
$
|
19,937
|
|
(a)
|
Included in “Provision for impairment of investment properties” in the accompanying consolidated statements of operations and other comprehensive income.
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash and cash equivalents
|
|
$
|
25,185
|
|
|
$
|
53,119
|
|
|
$
|
51,424
|
|
Restricted cash
|
|
61,150
|
|
|
29,230
|
|
|
35,804
|
|
|||
Total cash, cash equivalents and restricted cash
|
|
$
|
86,335
|
|
|
$
|
82,349
|
|
|
$
|
87,228
|
|
•
|
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 13, 2017
|
|
Main Street Promenade (a)
|
|
Chicago
|
|
Multi-tenant retail
|
|
181,600
|
|
|
$
|
88,000
|
|
|
January 25, 2017
|
|
Boulevard at the Capital Centre –
Fee Interest
|
|
Washington, D.C.
|
|
Fee interest (b)
|
|
—
|
|
|
2,000
|
|
|
|
February 24, 2017
|
|
One Loudoun Downtown – Phase II
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
15,900
|
|
|
4,128
|
|
|
|
April 5, 2017
|
|
One Loudoun Downtown – Phase III
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
9,800
|
|
|
2,193
|
|
|
|
May 16, 2017
|
|
One Loudoun Downtown – Phase IV
|
|
Washington, D.C.
|
|
Development rights (c)
|
|
—
|
|
|
3,500
|
|
|
|
July 6, 2017
|
|
New Hyde Park Shopping Center
|
|
New York
|
|
Multi-tenant retail
|
|
32,300
|
|
|
22,075
|
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase V
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
17,700
|
|
|
5,167
|
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase VI
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
74,100
|
|
|
20,523
|
|
|
|
December 11, 2017
|
|
Plaza del Lago (d)
|
|
Chicago
|
|
Multi-tenant retail
|
|
100,200
|
|
|
48,300
|
|
|
|
December 19, 2017
|
|
Southlake Town Square – Outparcel
|
|
Dallas
|
|
Multi-tenant retail outparcel (e)
|
|
12,200
|
|
|
7,029
|
|
|
|
|
|
|
|
|
|
|
|
443,800
|
|
|
$
|
202,915
|
|
(f)
|
(a)
|
This property was acquired through a consolidated VIE and was used to facilitate a 1031 Exchange.
|
(b)
|
The wholly-owned multi-tenant retail operating property located in Largo, Maryland was previously subject to an approximately
70
acre long-term ground lease with a third party. The Company completed a transaction whereby it received the fee interest in approximately
50
acres of the underlying land in exchange for which (i) the Company paid
$1,939
and (ii) the term of the ground lease with respect to the remaining approximately
20
acres was shortened to
nine months
. The Company derecognized building and improvements of
$11,347
related to the remaining ground lease, recognized the fair value of land received of
$15,200
and recorded a gain of
$2,524
, which was recognized during the three months ended December 31, 2017 upon the expiration of the ground lease on approximately
20
acres. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(c)
|
The Company acquired the remaining
five
phases under contract, including the development rights for an additional
123
residential units for a total of
408
units, at its One Loudoun Downtown multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by these transactions.
|
(d)
|
Plaza del Lago also contains
8,800
square feet of residential space, comprised of
15
residential units, for a total of
109,000
square feet.
|
(e)
|
The Company acquired a multi-tenant retail outparcel located at its Southlake Town Square multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(f)
|
Acquisition price does not include capitalized closing costs and adjustments totaling
$2,506
.
|
Date
|
|
Property Name
|
|
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 (b)
|
|
Chicago
|
|
Multi-tenant retail
|
|
183,200
|
|
|
65,954
|
|
|
April 1, 2016
|
|
The Shoppes at Union Hill (c)
|
|
New York
|
|
Multi-tenant retail
|
|
91,700
|
|
|
63,060
|
|
|
April 29, 2016
|
|
Ashland & Roosevelt – Fee Interest
|
|
Chicago
|
|
Ground lease interest (d)
|
|
—
|
|
|
13,850
|
|
|
May 5, 2016
|
|
Tacoma South (b)
|
|
Seattle
|
|
Multi-tenant retail
|
|
230,700
|
|
|
39,400
|
|
|
June 15, 2016
|
|
Eastside (b)
|
|
Dallas
|
|
Multi-tenant retail
|
|
67,100
|
|
|
23,842
|
|
|
August 30, 2016
|
|
Woodinville Plaza – Anchor Space
Improvements
|
|
Seattle
|
|
Anchor space improvements (e)
|
|
—
|
|
|
4,500
|
|
|
November 22, 2016
|
|
One Loudoun Downtown – Phase I
|
|
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)
|
These properties were acquired through consolidated VIEs and were used to facilitate 1031 Exchanges.
|
(c)
|
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.
|
(d)
|
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 consolidated statements of operations and other comprehensive income.
|
(e)
|
The Company acquired the anchor space improvements, which were previously subject to a ground lease with the Company, at its Woodinville Plaza multi-tenant retail operating property.
|
Date
|
|
Property Name
|
|
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
|
|
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
|
|
Dallas
|
|
Single-user outparcel (b)
|
|
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
|
|
Houston
|
|
Single-user outparcel (a)
|
|
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.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Land
|
|
$
|
50,876
|
|
|
$
|
106,947
|
|
|
$
|
161,114
|
|
Building and other improvements, net
|
|
148,108
|
|
|
268,075
|
|
|
281,649
|
|
|||
Acquired lease intangible assets (a)
|
|
15,608
|
|
|
41,002
|
|
|
45,474
|
|
|||
Acquired lease intangible liabilities (b)
|
|
(8,095
|
)
|
|
(8,258
|
)
|
|
(25,101
|
)
|
|||
Other liabilities
|
|
(1,076
|
)
|
|
—
|
|
|
—
|
|
|||
Mortgages payable, net (c)
|
|
—
|
|
|
(15,316
|
)
|
|
—
|
|
|||
Net assets acquired
|
|
$
|
205,421
|
|
|
$
|
392,450
|
|
|
$
|
463,136
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is
seven years
,
nine years
and
15 years
for acquisitions completed during the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is
13 years
,
18 years
and
21 years
for acquisitions completed during the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(c)
|
Includes mortgage discount of
$(655)
for acquisitions completed during the year ended December 31, 2016.
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Total revenues
|
|
$
|
587,374
|
|
|
$
|
627,300
|
|
Net income
|
|
$
|
165,696
|
|
|
$
|
121,406
|
|
Net income attributable to common shareholders
|
|
$
|
156,246
|
|
|
$
|
111,428
|
|
Earnings per common share – basic and diluted
|
|
|
|
|
||||
Net income per common share attributable to common shareholders
|
|
$
|
0.66
|
|
|
$
|
0.47
|
|
Weighted average number of common shares outstanding – basic
|
|
236,651
|
|
|
236,380
|
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
January 27, 2017
|
|
Rite Aid Store (Eckerd), Culver Rd. –
Rochester, NY
|
|
Single-user retail
|
|
10,900
|
|
|
$
|
500
|
|
|
$
|
332
|
|
|
$
|
—
|
|
February 21, 2017
|
|
Shoppes at Park West
|
|
Multi-tenant retail
|
|
63,900
|
|
|
15,383
|
|
|
15,261
|
|
|
7,569
|
|
|||
March 7, 2017
|
|
CVS Pharmacy – Sylacauga, AL
|
|
Single-user retail
|
|
10,100
|
|
|
3,700
|
|
|
3,348
|
|
|
1,651
|
|
|||
March 8, 2017
|
|
Rite Aid Store (Eckerd)–Kill Devil Hills, NC
|
Single-user retail
|
|
13,800
|
|
|
4,297
|
|
|
4,134
|
|
|
1,857
|
|
||||
March 15, 2017
|
|
Century III Plaza – Home Depot
|
|
Single-user parcel
|
|
131,900
|
|
|
17,519
|
|
|
17,344
|
|
|
4,487
|
|
|||
March 16, 2017
|
|
Village Shoppes at Gainesville
|
|
Multi-tenant retail
|
|
229,500
|
|
|
41,750
|
|
|
41,380
|
|
|
14,107
|
|
|||
March 24, 2017
|
|
Northwood Crossing
|
|
Multi-tenant retail
|
|
160,000
|
|
|
22,850
|
|
|
22,723
|
|
|
10,007
|
|
|||
April 4, 2017
|
|
University Town Center
|
|
Multi-tenant retail
|
|
57,500
|
|
|
14,700
|
|
|
14,590
|
|
|
9,128
|
|
|||
April 4, 2017
|
|
Edgemont Town Center
|
|
Multi-tenant retail
|
|
77,700
|
|
|
19,025
|
|
|
18,857
|
|
|
8,995
|
|
|||
April 4, 2017
|
|
Phenix Crossing
|
|
Multi-tenant retail
|
|
56,600
|
|
|
12,400
|
|
|
12,296
|
|
|
5,699
|
|
|||
April 27, 2017
|
|
Brown’s Lane
|
|
Multi-tenant retail
|
|
74,700
|
|
|
10,575
|
|
|
10,318
|
|
|
3,408
|
|
|||
May 9, 2017
|
|
Rite Aid Store (Eckerd) – Greer, SC
|
|
Single-user retail
|
|
13,800
|
|
|
3,050
|
|
|
2,961
|
|
|
830
|
|
|||
May 9, 2017
|
|
Evans Towne Centre
|
|
Multi-tenant retail
|
|
75,700
|
|
|
11,825
|
|
|
11,419
|
|
|
5,226
|
|
|||
May 25, 2017
|
|
Red Bug Village
|
|
Multi-tenant retail
|
|
26,200
|
|
|
8,100
|
|
|
7,767
|
|
|
2,184
|
|
|||
May 26, 2017
|
|
Wilton Square
|
|
Multi-tenant retail
|
|
438,100
|
|
|
49,300
|
|
|
48,503
|
|
|
19,630
|
|
|||
May 30, 2017
|
|
Town Square Plaza
|
|
Multi-tenant retail
|
|
215,600
|
|
|
28,600
|
|
|
26,459
|
|
|
3,412
|
|
|||
May 31, 2017
|
|
Cuyahoga Falls Market Center
|
|
Multi-tenant retail
|
|
76,400
|
|
|
11,500
|
|
|
11,101
|
|
|
1,300
|
|
|||
June 5, 2017
|
|
Plaza Santa Fe II
|
|
Multi-tenant retail
|
|
224,200
|
|
|
35,220
|
|
|
33,506
|
|
|
16,946
|
|
|||
June 6, 2017
|
|
Rite Aid Store (Eckerd) – Columbia, SC
|
|
Single-user retail
|
|
13,400
|
|
|
3,250
|
|
|
3,163
|
|
|
1,046
|
|
|||
June 16, 2017
|
|
Fox Creek Village
|
|
Multi-tenant retail
|
|
107,500
|
|
|
24,825
|
|
|
24,415
|
|
|
12,470
|
|
|||
June 29, 2017
|
|
Cottage Plaza
|
|
Multi-tenant retail
|
|
85,500
|
|
|
23,050
|
|
|
22,685
|
|
|
8,039
|
|
|||
June 29, 2017
|
|
Magnolia Square
|
|
Multi-tenant retail
|
|
116,000
|
|
|
16,000
|
|
|
15,692
|
|
|
4,866
|
|
|||
June 29, 2017
|
|
Cinemark Seven Bridges
|
|
Single-user retail
|
|
70,200
|
|
|
15,271
|
|
|
14,948
|
|
|
3,973
|
|
|||
June 29, 2017
|
|
Low Country Village I & II
|
|
Multi-tenant retail
|
|
139,900
|
|
|
22,075
|
|
|
21,639
|
|
|
10,286
|
|
|||
July 20, 2017
|
|
Boulevard Plaza
|
|
Multi-tenant retail
|
|
111,100
|
|
|
14,300
|
|
|
13,913
|
|
|
846
|
|
|||
July 26, 2017
|
|
Irmo Station (b)
|
|
Multi-tenant retail
|
|
99,400
|
|
|
16,027
|
|
|
15,596
|
|
|
7,236
|
|
|||
July 27, 2017
|
|
Hickory Ridge
|
|
Multi-tenant retail
|
|
380,600
|
|
|
44,020
|
|
|
43,701
|
|
|
18,535
|
|
|||
August 4, 2017
|
|
Lakepointe Towne Center
|
|
Multi-tenant retail
|
|
196,600
|
|
|
10,500
|
|
|
10,179
|
|
|
—
|
|
|||
August 14, 2017
|
|
The Columns
|
|
Multi-tenant retail
|
|
173,400
|
|
|
21,750
|
|
|
21,313
|
|
|
5,073
|
|
|||
August 25, 2017
|
|
Holliday Towne Center
|
|
Multi-tenant retail
|
|
83,100
|
|
|
11,750
|
|
|
11,413
|
|
|
2,633
|
|
|||
August 25, 2017
|
|
Northwoods Center (b)
|
|
Multi-tenant retail
|
|
96,000
|
|
|
24,250
|
|
|
23,246
|
|
|
10,889
|
|
|||
September 14, 2017
|
|
The Orchard
|
|
Multi-tenant retail
|
|
165,800
|
|
|
20,000
|
|
|
19,663
|
|
|
5,022
|
|
|||
September 21, 2017
|
|
Lake Mary Pointe
|
|
Multi-tenant retail
|
|
51,100
|
|
|
5,100
|
|
|
4,838
|
|
|
534
|
|
|||
September 22, 2017
|
|
West Town Market
|
|
Multi-tenant retail
|
|
67,900
|
|
|
14,250
|
|
|
13,804
|
|
|
8,074
|
|
|||
September 29, 2017
|
|
Dorman Centre I & II
|
|
Multi-tenant retail
|
|
388,300
|
|
|
46,000
|
|
|
45,011
|
|
|
13,430
|
|
|||
October 6, 2017
|
|
Forks Town Center
|
|
Multi-tenant retail
|
|
100,300
|
|
|
23,800
|
|
|
23,072
|
|
|
11,802
|
|
|||
October 10, 2017
|
|
Placentia Town Center
|
|
Multi-tenant retail
|
|
111,000
|
|
|
35,725
|
|
|
35,149
|
|
|
15,798
|
|
|||
October 24, 2017
|
|
Five Forks
|
|
Multi-tenant retail
|
|
70,200
|
|
|
10,720
|
|
|
10,280
|
|
|
3,862
|
|
|||
October 27, 2017
|
|
Saucon Valley Square
|
|
Multi-tenant retail
|
|
80,700
|
|
|
6,300
|
|
|
6,019
|
|
|
—
|
|
|||
December 8, 2017
|
|
Corwest Plaza
|
|
Multi-tenant retail
|
|
115,100
|
|
|
29,825
|
|
|
29,325
|
|
|
10,205
|
|
|||
December 14, 2017
|
|
23rd Street Plaza
|
|
Multi-tenant retail
|
|
53,400
|
|
|
5,400
|
|
|
5,124
|
|
|
299
|
|
|||
December 15, 2017
|
|
Century III Plaza
|
|
Multi-tenant retail
|
|
152,200
|
|
|
11,600
|
|
|
11,490
|
|
|
—
|
|
|||
December 20, 2017
|
|
Page Field Commons
|
|
Multi-tenant retail
|
|
319,400
|
|
|
38,000
|
|
|
37,228
|
|
|
12,868
|
|
|||
December 21, 2017
|
|
Quakertown (b)
|
|
Multi-tenant retail
|
|
61,800
|
|
|
15,940
|
|
|
15,550
|
|
|
7,103
|
|
|||
December 21, 2017
|
|
Bed Bath & Beyond Plaza – Miami, FL
|
|
Multi-tenant retail
|
|
97,500
|
|
|
38,250
|
|
|
37,205
|
|
|
16,808
|
|
|||
December 22, 2017
|
|
High Ridge Crossing
|
|
Multi-tenant retail
|
|
76,900
|
|
|
4,750
|
|
|
4,601
|
|
|
—
|
|
|||
December 28, 2017
|
|
Azalea Square I & Azalea Square III (c)
|
|
Multi-tenant retail
|
|
269,800
|
|
|
54,786
|
|
|
53,740
|
|
|
25,832
|
|
|||
|
|
|
|
|
|
5,810,700
|
|
|
$
|
917,808
|
|
|
$
|
896,301
|
|
|
$
|
333,965
|
|
(a)
|
Aggregate proceeds are net of transaction costs and exclude
$150
of condemnation proceeds, which did not result in any additional gain recognition.
|
(b)
|
As of December 31, 2017, the following disposition proceeds are temporarily restricted related to potential 1031 Exchanges and are included in “Other assets, net” in the accompanying consolidated balance sheets:
|
Property Name
|
|
Proceeds
Temporarily
Restricted
|
||
Irmo Station
|
|
$
|
15,643
|
|
Northwoods Center
|
|
23,255
|
|
|
Quakertown
|
|
15,189
|
|
|
|
|
$
|
54,087
|
|
(c)
|
The terms of the disposition of Azalea Square I and Azalea Square III were negotiated as a single transaction.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Land, building and other improvements
|
$
|
2,791
|
|
|
$
|
45,395
|
|
Less accumulated depreciation
|
(27
|
)
|
|
(15,769
|
)
|
||
Net investment properties
|
2,764
|
|
|
29,626
|
|
||
Other assets
|
883
|
|
|
1,201
|
|
||
Assets associated with investment properties held for sale
|
$
|
3,647
|
|
|
$
|
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
|
|||||||
February 1, 2016
|
|
The Gateway (b)
|
|
Multi-tenant retail
|
|
623,200
|
|
|
$
|
75,000
|
|
|
$
|
(6,975
|
)
|
|
$
|
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, OK
|
|
Single-user retail
|
|
10,900
|
|
|
4,676
|
|
|
4,608
|
|
|
1,764
|
|
|||
June 2, 2016
|
|
Rite Aid Store (Eckerd) – Canandaigua,
NY & Tim Horton Donut Shop (d)
|
|
Single-user retail
|
|
16,600
|
|
|
5,400
|
|
|
5,333
|
|
|
1,444
|
|
|||
June 15, 2016
|
|
Academy Sports – Midland, TX
|
|
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, NY
|
|
Single-user retail
|
|
10,900
|
|
|
3,388
|
|
|
3,296
|
|
|
344
|
|
|||
July 29, 2016
|
|
Rite Aid Store (Eckerd) – Lancaster, NY
|
|
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. –
Rochester, NY
|
|
Single-user retail
|
|
13,200
|
|
|
5,400
|
|
|
5,334
|
|
|
907
|
|
|||
August 12, 2016
|
|
Maple Tree Place
|
|
Multi-tenant retail
|
|
489,000
|
|
|
90,000
|
|
|
88,528
|
|
|
15,566
|
|
|||
August 12, 2016
|
|
CVS Pharmacy – Burleson, TX
|
|
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, NY
|
|
Single-user retail
|
|
13,800
|
|
|
5,050
|
|
|
4,924
|
|
|
1,249
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd) – Lockport, NY
|
|
Single-user retail
|
|
13,800
|
|
|
4,690
|
|
|
4,415
|
|
|
753
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd), Ferry St. –
Buffalo, NY
|
|
Single-user retail
|
|
10,900
|
|
|
3,600
|
|
|
3,370
|
|
|
612
|
|
|||
November 9, 2016
|
|
Walgreens – Northwoods, MO
|
|
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
|
|
Development (g)
|
|
—
|
|
|
2,250
|
|
|
2,157
|
|
|
—
|
|
|||
December 22, 2016
|
|
Rite Aid Store (Eckerd) – Colesville, MD
|
|
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, OK &
CVS Pharmacy (Eckerd)–Norman, OK (h)
|
|
Single-user retail
|
|
27,600
|
|
|
10,630
|
|
|
10,467
|
|
|
5,069
|
|
|||
|
|
|
|
|
|
3,013,900
|
|
|
$
|
540,362
|
|
|
$
|
443,517
|
|
|
$
|
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, LA, (ii) Academy Sports – Port Arthur, TX, (iii) Academy Sports – San Antonio, TX, (iv) CVS Pharmacy – Moore, OK, (v) CVS Pharmacy – Saginaw, TX and (vi) Rite Aid Store (Eckerd) – Olean, NY.
|
(d)
|
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua, NY and Tim Horton Donut Shop – Canandaigua, NY were negotiated as a single transaction.
|
(e)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, NY, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, NY, (iii) Rite Aid Store (Eckerd), Union Rd. – West Seneca, NY and (iv) Rite Aid Store (Eckerd) – Greece, NY.
|
(f)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Chattanooga, TN, (ii) Rite Aid Store (Eckerd) – Yorkshire, NY, (iii) Rite Aid Store (Eckerd), Sheridan Dr. – Amherst, NY, (iv) Rite Aid Store (Eckerd) – Grand Island, NY, (v) Rite Aid Store (Eckerd) – North Chili, NY, (vi) Rite Aid Store (Eckerd) – Tonawanda, NY, (vii) Rite Aid Store (Eckerd) – Irondequoit, NY, (viii) Rite Aid Store (Eckerd) – Hudson, NY, (ix) Rite Aid Store (Eckerd), Transit Rd. – Amherst, NY and (x) Rite Aid Store (Eckerd), Harlem Rd. – West Seneca, NY.
|
(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, OK and CVS Pharmacy (Eckerd) – Norman, OK were negotiated as a single transaction.
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per
Restricted Share
|
|||
Balance as of January 1, 2015
|
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
|
542
|
|
|
$
|
15.28
|
|
Shares granted (a)
|
285
|
|
|
$
|
14.60
|
|
Shares vested
|
(291
|
)
|
|
$
|
15.44
|
|
Shares forfeited (b)
|
(40
|
)
|
|
$
|
15.12
|
|
Balance as of December 31, 2017 (c)
|
496
|
|
|
$
|
14.81
|
|
(a)
|
Shares granted in
2015
,
2016
and
2017
vest over periods ranging from
0.4 years
to
3.4 years
,
0.4 years
to
3.9 years
and
one year
to
three 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, 2017
, total unrecognized compensation expense related to unvested restricted shares was
$2,152
, which is expected to be amortized over a weighted average term of
1.2 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
|
391
|
|
|
$
|
14.02
|
|
RSUs granted (c)
|
253
|
|
|
$
|
15.52
|
|
RSUs ineligible for conversion
|
(89
|
)
|
|
$
|
14.68
|
|
RSUs eligible for future conversion as of December 31, 2017 (d) (e)
|
555
|
|
|
$
|
14.60
|
|
(a)
|
Assumptions and inputs 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 and inputs 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)
|
Assumptions and inputs as of the grant date included a risk-free interest rate of
1.50%
, the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of
4.32%
.
|
(d)
|
As of
December 31, 2017
, total unrecognized compensation expense related to unvested RSUs was
$4,099
, which is expected to be amortized over a weighted average term of
2.3 years
.
|
(e)
|
Subsequent to December 31, 2017,
141
RSUs converted into
42
shares of common stock and
65
restricted shares with a
one year
vesting term after applying a conversion rate of
76%
based upon the Company’s TSR relative to the TSRs of its Peer Companies, for the performance period that concluded on December 31, 2017. An additional
16
shares of common stock were also issued for dividends that would have been paid on the common stock and restricted shares during the performance period.
|
|
|
Minimum Lease Payments
|
||
2018
|
|
$
|
370,874
|
|
2019
|
|
322,661
|
|
|
2020
|
|
278,958
|
|
|
2021
|
|
238,830
|
|
|
2022
|
|
192,161
|
|
|
Thereafter
|
|
736,226
|
|
|
Total
|
|
$
|
2,139,710
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Ground lease rent expense (a)
|
$
|
9,188
|
|
|
$
|
10,464
|
|
|
$
|
11,461
|
|
Office rent expense (b)
|
$
|
1,311
|
|
|
$
|
1,317
|
|
|
$
|
1,246
|
|
(a)
|
Included in “Operating expenses” in the accompanying consolidated statements of operations and other comprehensive income. Includes straight-line ground rent expense of
$2,710
,
$3,253
and
$3,722
for the years ended
December 31, 2017
,
2016
and
2015
, 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
|
||
2018
|
|
$
|
6,717
|
|
2019
|
|
7,084
|
|
|
2020
|
|
7,220
|
|
|
2021
|
|
7,338
|
|
|
2022
|
|
7,368
|
|
|
Thereafter
|
|
348,246
|
|
|
Total
|
|
$
|
383,973
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||
|
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)
|
$
|
287,238
|
|
|
4.99
|
%
|
|
5.2
|
|
$
|
773,395
|
|
|
6.31
|
%
|
|
4.2
|
Premium, net of accumulated amortization
|
1,024
|
|
|
|
|
|
|
1,437
|
|
|
|
|
|
||||
Discount, net of accumulated amortization
|
(579
|
)
|
|
|
|
|
|
(622
|
)
|
|
|
|
|
||||
Capitalized loan fees, net of accumulated
amortization
|
(615
|
)
|
|
|
|
|
|
(5,026
|
)
|
|
|
|
|
||||
Mortgages payable, net
|
$
|
287,068
|
|
|
|
|
|
|
$
|
769,184
|
|
|
|
|
|
(a)
|
The fixed rate mortgages had interest rates ranging from
3.75%
to
8.00%
as of
December 31, 2017
and
2016
.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
4,166
|
|
|
$
|
25,257
|
|
|
$
|
3,923
|
|
|
$
|
22,820
|
|
|
$
|
157,216
|
|
|
$
|
73,856
|
|
|
$
|
287,238
|
|
Fixed rate term loans (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
450,000
|
|
|||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
600,000
|
|
|
700,000
|
|
|||||||
Total fixed rate debt
|
4,166
|
|
|
25,257
|
|
|
3,923
|
|
|
372,820
|
|
|
157,216
|
|
|
873,856
|
|
|
1,437,238
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate term loan and
revolving line of credit
|
100,000
|
|
|
—
|
|
|
216,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316,000
|
|
|||||||
Total debt (d)
|
$
|
104,166
|
|
|
$
|
25,257
|
|
|
$
|
219,923
|
|
|
$
|
372,820
|
|
|
$
|
157,216
|
|
|
$
|
873,856
|
|
|
$
|
1,753,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
5.07
|
%
|
|
7.29
|
%
|
|
4.62
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
4.02
|
%
|
|||||||
Variable rate debt (e)
|
2.93
|
%
|
|
—
|
|
|
2.92
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.92
|
%
|
|||||||
Total
|
3.01
|
%
|
|
7.29
|
%
|
|
2.95
|
%
|
|
3.62
|
%
|
|
4.97
|
%
|
|
3.92
|
%
|
|
3.83
|
%
|
(a)
|
Excludes mortgage premium of
$1,024
and discount of
$(579)
, net of accumulated amortization, as of
December 31, 2017
.
|
(b)
|
$250,000
of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through
three
interest rate swaps. The swaps effectively convert
one-month floating rate LIBOR
to a fixed rate of
2.00%
through January 5, 2021. In addition,
$200,000
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 fixed rate of
1.26%
through November 22, 2018.
|
(c)
|
Excludes discount of
$(853)
, net of accumulated amortization, as of
December 31, 2017
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.1 years
as of
December 31, 2017
. Total debt excludes capitalized loan fees of
$(6,744)
, net of accumulated amortization, as of
December 31, 2017
, which are included as a reduction to the respective debt balances.
|
(e)
|
Represents interest rates as of
December 31, 2017
.
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||
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
|
%
|
|
100,000
|
|
|
4.08
|
%
|
||
Senior notes – 4.24% due 2028
|
|
December 28, 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
100,000
|
|
|
4.24
|
%
|
||
|
|
|
|
700,000
|
|
|
4.19
|
%
|
|
700,000
|
|
|
4.19
|
%
|
||
Discount, net of accumulated amortization
|
|
|
|
(853
|
)
|
|
|
|
(971
|
)
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(3,399
|
)
|
|
|
|
(3,886
|
)
|
|
|
||||
|
|
Total
|
|
$
|
695,748
|
|
|
|
|
$
|
695,143
|
|
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||
|
|
Maturity Date
|
|
Balance
|
|
Interest
Rate
|
|
Balance
|
|
Interest
Rate
|
||||||
Unsecured credit facility term loan due 2021 – fixed rate (a)
|
|
January 5, 2021
|
|
$
|
250,000
|
|
|
3.30
|
%
|
|
$
|
250,000
|
|
|
1.97
|
%
|
Unsecured credit facility term loan due 2018 – variable rate
|
|
May 11, 2018
|
|
100,000
|
|
|
2.93
|
%
|
|
200,000
|
|
|
2.22
|
%
|
||
Unsecured term loan due 2023 – fixed rate (b)
|
|
November 22, 2023
|
|
200,000
|
|
|
2.96
|
%
|
|
—
|
|
|
—
|
%
|
||
Subtotal
|
|
|
|
550,000
|
|
|
|
|
450,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(2,730
|
)
|
|
|
|
(2,402
|
)
|
|
|
||||
Term loans, net
|
|
|
|
$
|
547,270
|
|
|
|
|
$
|
447,598
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Revolving line of credit – variable rate (c)
|
|
January 5, 2020
|
|
$
|
216,000
|
|
|
2.92
|
%
|
|
$
|
86,000
|
|
|
2.12
|
%
|
(a)
|
As of
December 31, 2017
and
2016
,
$250,000
of
LIBOR
-based variable rate debt has been swapped to weighted average fixed rates of
2.00%
and
0.67%
, respectively, plus a credit spread based on a leverage grid ranging from
1.30%
to
2.20%
through January 5, 2021 and December 29, 2017, respectively. The applicable credit spread was
1.30%
as of
December 31, 2017
and
2016
.
|
(b)
|
As of
December 31, 2017
,
$200,000
of
LIBOR
-based variable rate debt has been swapped to a fixed rate of
1.26%
plus a credit spread based on a leverage grid ranging from
1.70%
to
2.55%
through November 22, 2018. The applicable credit spread was
1.70%
as of
December 31, 2017
.
|
(c)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
|
|
|
|
|
|
|
|
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
|
$100,000 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%
|
Term Loan Due 2023
|
|
Maturity Date
|
|
Leverage-Based Pricing
Credit Spread
|
|
Ratings-Based Pricing
Credit Spread
|
$200,000 unsecured term loan
|
|
11/22/2023
|
|
1.70% – 2.55%
|
|
1.50% – 2.45%
|
Effective Date
|
|
Notional
|
|
Fixed
Interest Rate
|
|
Termination Date
|
|||
January 3, 2017
|
|
$
|
100,000
|
|
|
1.26
|
%
|
|
November 22, 2018
|
January 3, 2017
|
|
$
|
100,000
|
|
|
1.26
|
%
|
|
November 22, 2018
|
December 29, 2017
|
|
$
|
100,000
|
|
|
2.00
|
%
|
|
January 5, 2021
|
December 29, 2017
|
|
$
|
100,000
|
|
|
2.00
|
%
|
|
January 5, 2021
|
December 29, 2017
|
|
$
|
50,000
|
|
|
2.00
|
%
|
|
January 5, 2021
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Interest rate swaps
|
|
5
|
|
|
2
|
|
|
$
|
450,000
|
|
|
$
|
250,000
|
|
|
|
Fair Value
|
||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
1,086
|
|
|
$
|
743
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
$
|
(86,484
|
)
|
|
$
|
37,110
|
|
|
$
|
3,832
|
|
|
Gain on sales of investment properties
|
337,975
|
|
|
129,707
|
|
|
121,792
|
|
|
|||
Net income from continuing operations attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
|||
Preferred stock dividends
|
(13,867
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|
|||
Net income attributable to common shareholders
|
237,624
|
|
|
157,367
|
|
|
115,646
|
|
|
|||
Earnings allocated to unvested restricted shares
|
(513
|
)
|
|
(445
|
)
|
|
(481
|
)
|
|
|||
Net income attributable to common shareholders excluding amounts
attributable to unvested restricted shares
|
$
|
237,111
|
|
|
$
|
156,922
|
|
|
$
|
115,165
|
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for earnings per common share – basic:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
230,747
|
|
(a)
|
236,651
|
|
(b)
|
236,380
|
|
(c)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
1
|
|
(d)
|
2
|
|
(d)
|
2
|
|
(d)
|
|||
RSUs
|
179
|
|
(e)
|
298
|
|
(f)
|
—
|
|
(g)
|
|||
Denominator for earnings per common share – diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent
shares outstanding
|
230,927
|
|
|
236,951
|
|
|
236,382
|
|
|
(a)
|
Excludes
496
shares of unvested restricted common stock as of
December 31, 2017
, which equate to
537
shares on a weighted average basis for the year ended
December 31, 2017
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excludes
542
shares of unvested restricted common stock as of
December 31, 2016
, which equate to
637
shares on a weighted average basis for the year ended
December 31, 2016
. 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
788
shares of unvested restricted common stock as of
December 31, 2015
, 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.
|
(d)
|
There were outstanding options to purchase
38
,
41
and
53
shares of common stock as of
December 31, 2017
,
2016
and
2015
, respectively, at a weighted average exercise price of
$18.85
,
$19.25
and
$19.39
, respectively. Of these totals, outstanding options to purchase
32
,
35
and
45
shares of common stock as of
December 31, 2017
,
2016
and
2015
, respectively, at a weighted average exercise price of
$20.19
,
$20.55
and
$20.74
, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
|
(e)
|
As of
December 31, 2017
, there were
555
RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the consolidated financial statements), which equate to
617
RSUs on a weighted average basis for the year ended
December 31, 2017
. These contingently issuable shares are a component of calculating diluted EPS.
|
(f)
|
As of
December 31, 2016
, there were
391
RSUs eligible for future conversion upon completion of the performance periods, which equate to
367
RSUs on a weighted average basis for the year ended
December 31, 2016
. These contingently issuable shares are a component of calculating diluted EPS.
|
(g)
|
As of
December 31, 2015
, there were
174
RSUs eligible for future conversion upon completion of the performance period, which equate to
101
RSUs on a weighted average basis for the year ended
December 31, 2015
. These contingently issuable shares are a component of calculating diluted EPS.
|
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Basis difference in properties
|
|
$
|
2
|
|
|
$
|
—
|
|
Capital loss carryforward
|
|
5,751
|
|
|
9,628
|
|
||
Net operating loss carryforward
|
|
6,125
|
|
|
10,677
|
|
||
Other
|
|
469
|
|
|
870
|
|
||
Gross deferred tax assets
|
|
12,347
|
|
|
21,175
|
|
||
Less: valuation allowance
|
|
(12,347
|
)
|
|
(21,175
|
)
|
||
Total deferred tax assets
|
|
—
|
|
|
—
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to the Company
|
|
$
|
251,491
|
|
|
$
|
166,817
|
|
|
$
|
125,096
|
|
Book/tax differences
|
|
(59,220
|
)
|
|
(50,950
|
)
|
|
2,344
|
|
|||
REIT taxable income subject to 90% dividend requirement
|
|
$
|
192,271
|
|
|
$
|
115,867
|
|
|
$
|
127,440
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Distributions
|
|
$
|
192,271
|
|
|
$
|
166,285
|
|
|
$
|
166,064
|
|
Less: non-dividend distributions
|
|
—
|
|
|
(50,418
|
)
|
|
(38,624
|
)
|
|||
Total dividends paid deduction attributable to earnings and profits
|
|
$
|
192,271
|
|
|
$
|
115,867
|
|
|
$
|
127,440
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Preferred stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
1.62
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
Non-dividend distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Capital gain distributions
|
|
0.07
|
|
|
—
|
|
|
—
|
|
|||
Total distributions per share
|
|
$
|
1.69
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
0.76
|
|
|
$
|
0.45
|
|
|
$
|
0.50
|
|
Non-dividend distributions
|
|
—
|
|
|
0.21
|
|
|
0.16
|
|
|||
Capital gain distributions
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|||
Total distributions per share
|
|
$
|
0.79
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
December 31,
|
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|
|||
Number of properties for which indicators of impairment were identified
|
6
|
|
|
7
|
|
(a)
|
3
|
|
(b)
|
Less: number of properties for which an impairment charge was recorded
|
1
|
|
|
2
|
|
|
—
|
|
|
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
|
1
|
|
|
2
|
|
|
—
|
|
|
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
|
4
|
|
|
3
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (c)
|
14
|
%
|
|
21
|
%
|
|
42
|
%
|
|
(a)
|
Includes
three
properties which have subsequently been sold as of
December 31, 2017
.
|
(b)
|
Includes
one
property which has subsequently been sold as of
December 31, 2017
.
|
(c)
|
Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
|
(a)
|
The Company recorded an impairment charge on June 30, 2017 based upon the terms and conditions of a bona fide purchase offer and additional impairment was recognized upon sale pursuant to the terms and conditions of an executed sales contract. This property was classified as held for sale as of December 31, 2016 and was sold on December 15, 2017. The Home Depot parcel of Century III Plaza was sold on March 15, 2017.
|
(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, 2017 and was sold on August 4, 2017.
|
(c)
|
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 September 30, 2017 and was sold on October 27, 2017.
|
(d)
|
The Company recorded an impairment charge based upon the terms and conditions of a bona fide purchase offer.
|
(e)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on December 22, 2017.
|
(f)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract.
|
Property Name
|
|
Property Type
|
|
Impairment Date
|
|
Square
Footage
|
|
Provision for
Impairment of
Investment
Properties
|
|||
South Billings Center (a)
|
|
Development
|
|
Various (a)
|
|
—
|
|
|
$
|
3,007
|
|
Mid-Hudson Center (b)
|
|
Multi-tenant retail
|
|
June 30, 2016
|
|
235,600
|
|
|
4,142
|
|
|
Saucon Valley Square (c)
|
|
Multi-tenant retail
|
|
September 30, 2016
|
|
80,700
|
|
|
4,742
|
|
|
Crown Theater (d)
|
|
Single-user retail
|
|
December 31, 2016
|
|
74,200
|
|
|
5,985
|
|
|
Rite Aid Store (Eckerd), Culver Rd.–Rochester, NY (e)
|
|
Single-user retail
|
|
December 31, 2016
|
|
10,900
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
$
|
20,376
|
|
|
|
|
Estimated fair value of impaired properties as of impairment date
|
$
|
40,850
|
|
(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.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
1,086
|
|
|
$
|
1,086
|
|
|
$
|
743
|
|
|
$
|
743
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
287,068
|
|
|
$
|
298,635
|
|
|
$
|
769,184
|
|
|
$
|
833,210
|
|
Unsecured notes payable, net
|
$
|
695,748
|
|
|
$
|
693,823
|
|
|
$
|
695,143
|
|
|
$
|
679,212
|
|
Unsecured term loans, net
|
$
|
547,270
|
|
|
$
|
552,555
|
|
|
$
|
447,598
|
|
|
$
|
450,421
|
|
Unsecured revolving line of credit
|
$
|
216,000
|
|
|
$
|
216,222
|
|
|
$
|
86,000
|
|
|
$
|
86,130
|
|
•
|
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, 2017
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
1,086
|
|
|
$
|
—
|
|
|
$
|
1,086
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
743
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment (a)
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
74,250
|
|
(b)
|
$
|
—
|
|
|
$
|
74,250
|
|
|
$
|
50,077
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
500
|
|
(c)
|
$
|
10,600
|
|
(d)
|
$
|
11,100
|
|
|
$
|
13,227
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to
December 31, 2017
.
|
(b)
|
Represents the fair value of the Company’s Schaumburg Towers and Home Depot Plaza investment properties. The estimated fair value of Schaumburg Towers was based on an expected sales price of
$87,600
from a bona fide purchase offer, determined to be a Level 2 input, which contemplates historically deferred maintenance and capital requirements. The estimated fair value of
$58,000
as of September 30, 2017, the date the asset was measured at fair value, reflects (i) capital expenditures expected to be incurred by the Company prior to sale and (ii) tenant-related costs expected to be credited to the buyer at close. The estimated fair value of Home Depot Plaza of
$16,250
as of December 31, 2017, the date the asset was measured at fair value, is based upon the expected sales price for an executed sales contract and determined to be a Level 2 input.
|
(c)
|
Represents the fair value of the Company’s Rite Aid Store (Eckerd), Culver Rd. investment property as of December 31, 2016, the date the asset was measured at fair value. 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.
|
(d)
|
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, 2017
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
298,635
|
|
|
$
|
298,635
|
|
Unsecured notes payable, net
|
$
|
243,183
|
|
|
$
|
—
|
|
|
$
|
450,640
|
|
|
$
|
693,823
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552,555
|
|
|
$
|
552,555
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
216,222
|
|
|
$
|
216,222
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
833,210
|
|
|
$
|
833,210
|
|
Unsecured notes payable, net
|
$
|
234,700
|
|
|
$
|
—
|
|
|
$
|
444,512
|
|
|
$
|
679,212
|
|
Unsecured term loan, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,421
|
|
|
$
|
450,421
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86,130
|
|
|
$
|
86,130
|
|
•
|
closed on the disposition of Crown Theater, a
74,200
square foot single-user retail operating property located in Hartford, Connecticut, which was classified as held for sale as of December 31, 2017, for a sales price of
$6,900
with an anticipated gain on sale;
|
•
|
granted
99
restricted shares at a grant date fair value of
$13.34
per share and
268
RSUs at a grant date fair value of
$14.13
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;
|
•
|
issued
42
shares of common stock and
65
restricted shares with a
one year
vesting term for the RSUs with a performance period that concluded on December 31, 2017. An additional
16
shares of common stock were also issued for dividends that would have been paid on the common stock and restricted shares during the performance period; and
|
•
|
declared the cash dividend for the first quarter of
2018
of
$0.165625
per share on its outstanding Class A common stock, which will be paid on April 10,
2018
to Class A common shareholders of record at the close of business on March 27,
2018
.
|
|
|
2017
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Total revenues
|
|
$
|
126,588
|
|
|
$
|
130,519
|
|
|
$
|
137,339
|
|
|
$
|
143,693
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
109,924
|
|
|
$
|
35,904
|
|
|
$
|
114,763
|
|
|
$
|
(9,100
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
$
|
103,144
|
|
|
$
|
33,542
|
|
|
$
|
112,400
|
|
|
$
|
(11,462
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share attributable to common
shareholders – basic and diluted
|
|
$
|
0.46
|
|
|
$
|
0.15
|
|
|
$
|
0.48
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
222,942
|
|
|
229,508
|
|
|
234,243
|
|
|
236,294
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
223,095
|
|
|
230,104
|
|
|
234,818
|
|
|
236,294
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
|
Balance at
beginning
of year
|
|
Charged to
costs and
expenses
|
|
Write-offs
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,886
|
|
|
2,143
|
|
|
(2,462
|
)
|
|
$
|
6,567
|
|
Tax valuation allowance
|
|
$
|
21,175
|
|
|
(8,828
|
)
|
|
—
|
|
|
$
|
12,347
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
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
|
||||||||
Ashland & Roosevelt
|
|
815
|
|
|
13,850
|
|
|
21,052
|
|
|
842
|
|
|
13,850
|
|
|
21,894
|
|
|
35,744
|
|
|
9,935
|
|
|
2002
|
|
05/05
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Avondale Plaza
|
|
—
|
|
|
4,573
|
|
|
9,497
|
|
|
70
|
|
|
4,573
|
|
|
9,567
|
|
|
14,140
|
|
|
1,148
|
|
|
2005
|
|
11/14
|
Redmond, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bed Bath & Beyond Plaza
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
313
|
|
|
4,530
|
|
|
12,214
|
|
|
16,744
|
|
|
5,436
|
|
|
2000-2002
|
|
07/05
|
Westbury, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Boulevard at the Capital Centre (a)
|
|
—
|
|
|
15,261
|
|
|
114,703
|
|
|
(48,721
|
)
|
|
15,261
|
|
|
65,982
|
|
|
81,243
|
|
|
25,126
|
|
|
2004
|
|
09/04
|
Largo, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Brickyard
|
|
—
|
|
|
45,300
|
|
|
26,657
|
|
|
7,868
|
|
|
45,300
|
|
|
34,525
|
|
|
79,825
|
|
|
15,146
|
|
|
1977/2004
|
|
04/05
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cedar Park Town Center
|
|
—
|
|
|
23,923
|
|
|
13,829
|
|
|
368
|
|
|
23,923
|
|
|
14,197
|
|
|
38,120
|
|
|
1,961
|
|
|
2013
|
|
02/15
|
Cedar Park, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Central Texas Marketplace
|
|
—
|
|
|
13,000
|
|
|
47,559
|
|
|
9,590
|
|
|
13,000
|
|
|
57,149
|
|
|
70,149
|
|
|
22,002
|
|
|
2004
|
|
12/06
|
Waco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Centre at Laurel
|
|
—
|
|
|
19,000
|
|
|
8,406
|
|
|
17,139
|
|
|
18,700
|
|
|
25,845
|
|
|
44,545
|
|
|
10,784
|
|
|
2005
|
|
02/06
|
Laurel, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Chantilly Crossing
|
|
—
|
|
|
8,500
|
|
|
16,060
|
|
|
2,456
|
|
|
8,500
|
|
|
18,516
|
|
|
27,016
|
|
|
8,281
|
|
|
2004
|
|
05/05
|
Chantilly, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clearlake Shores
|
|
—
|
|
|
1,775
|
|
|
7,026
|
|
|
1,182
|
|
|
1,775
|
|
|
8,208
|
|
|
9,983
|
|
|
3,769
|
|
|
2003-2004
|
|
04/05
|
Clear Lake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coal Creek Marketplace
|
|
—
|
|
|
5,023
|
|
|
12,382
|
|
|
226
|
|
|
5,023
|
|
|
12,608
|
|
|
17,631
|
|
|
1,164
|
|
|
1991
|
|
08/15
|
Newcastle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Colony Square
|
|
—
|
|
|
16,700
|
|
|
22,775
|
|
|
3,683
|
|
|
16,700
|
|
|
26,458
|
|
|
43,158
|
|
|
10,685
|
|
|
1997
|
|
05/06
|
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Commons at Temecula
|
|
—
|
|
|
12,000
|
|
|
35,887
|
|
|
5,800
|
|
|
12,000
|
|
|
41,687
|
|
|
53,687
|
|
|
18,040
|
|
|
1999
|
|
04/05
|
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coppell Town Center
|
|
—
|
|
|
2,919
|
|
|
13,281
|
|
|
178
|
|
|
2,919
|
|
|
13,459
|
|
|
16,378
|
|
|
2,286
|
|
|
1999
|
|
10/13
|
Coppell, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Coram Plaza
|
|
—
|
|
|
10,200
|
|
|
26,178
|
|
|
3,197
|
|
|
10,200
|
|
|
29,375
|
|
|
39,575
|
|
|
14,014
|
|
|
2004
|
|
12/04
|
Coram, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cranberry Square
|
|
—
|
|
|
3,000
|
|
|
18,736
|
|
|
1,409
|
|
|
3,000
|
|
|
20,145
|
|
|
23,145
|
|
|
9,873
|
|
|
1996-1997
|
|
07/04
|
Cranberry Township, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CVS Pharmacy
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
—
|
|
|
750
|
|
|
1,958
|
|
|
2,708
|
|
|
903
|
|
|
1999
|
|
05/05
|
Lawton, OK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
||||||||
Cypress Mill Plaza
|
|
—
|
|
|
4,962
|
|
|
9,976
|
|
|
179
|
|
|
4,962
|
|
|
10,155
|
|
|
15,117
|
|
|
1,890
|
|
|
2004
|
|
10/13
|
Cypress, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Davis Towne Crossing
|
|
—
|
|
|
1,850
|
|
|
5,681
|
|
|
1,184
|
|
|
1,671
|
|
|
7,044
|
|
|
8,715
|
|
|
3,358
|
|
|
2003-2004
|
|
06/04
|
North Richland Hills, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denton Crossing
|
|
—
|
|
|
6,000
|
|
|
43,434
|
|
|
13,586
|
|
|
6,000
|
|
|
57,020
|
|
|
63,020
|
|
|
26,483
|
|
|
2003-2004
|
|
10/04
|
Denton, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Downtown Crown
|
|
—
|
|
|
43,367
|
|
|
110,785
|
|
|
2,080
|
|
|
43,367
|
|
|
112,865
|
|
|
156,232
|
|
|
12,743
|
|
|
2014
|
|
01/15
|
Gaithersburg, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
East Stone Commons
|
|
—
|
|
|
2,900
|
|
|
28,714
|
|
|
(200
|
)
|
|
2,826
|
|
|
28,588
|
|
|
31,414
|
|
|
11,947
|
|
|
2005
|
|
06/06
|
Kingsport, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastside
|
|
—
|
|
|
4,055
|
|
|
17,620
|
|
|
77
|
|
|
4,055
|
|
|
17,697
|
|
|
21,752
|
|
|
1,232
|
|
|
2008
|
|
06/16
|
Richardson, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Eastwood Towne Center
|
|
—
|
|
|
12,000
|
|
|
65,067
|
|
|
5,806
|
|
|
12,000
|
|
|
70,873
|
|
|
82,873
|
|
|
34,051
|
|
|
2002
|
|
05/04
|
Lansing, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
—
|
|
|
—
|
|
|
35,421
|
|
|
—
|
|
|
—
|
|
|
35,421
|
|
|
35,421
|
|
|
16,450
|
|
|
1988
|
|
05/05
|
Fresno, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Edwards Multiplex
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
44,898
|
|
|
15,370
|
|
|
1997
|
|
05/05
|
Ontario, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fairgrounds Plaza
|
|
—
|
|
|
4,800
|
|
|
13,490
|
|
|
4,716
|
|
|
5,431
|
|
|
17,575
|
|
|
23,006
|
|
|
7,983
|
|
|
2002-2004
|
|
01/05
|
Middletown, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fordham Place
|
|
—
|
|
|
17,209
|
|
|
96,547
|
|
|
273
|
|
|
17,209
|
|
|
96,820
|
|
|
114,029
|
|
|
14,581
|
|
|
Redev: 2009
|
|
11/13
|
Bronx, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fort Evans Plaza II
|
|
—
|
|
|
16,118
|
|
|
44,880
|
|
|
383
|
|
|
16,118
|
|
|
45,263
|
|
|
61,381
|
|
|
5,620
|
|
|
2008
|
|
01/15
|
Leesburg, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fullerton Metrocenter
|
|
—
|
|
|
—
|
|
|
47,403
|
|
|
3,301
|
|
|
—
|
|
|
50,704
|
|
|
50,704
|
|
|
24,714
|
|
|
1988
|
|
06/04
|
Fullerton, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Galvez Shopping Center
|
|
—
|
|
|
1,250
|
|
|
4,947
|
|
|
395
|
|
|
1,250
|
|
|
5,342
|
|
|
6,592
|
|
|
2,443
|
|
|
2004
|
|
06/05
|
Galveston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gardiner Manor Mall
|
|
34,930
|
|
|
12,348
|
|
|
56,199
|
|
|
792
|
|
|
12,348
|
|
|
56,991
|
|
|
69,339
|
|
|
7,591
|
|
|
2000
|
|
06/14
|
Bay Shore, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Pavilions
|
|
—
|
|
|
9,880
|
|
|
55,195
|
|
|
1,423
|
|
|
9,880
|
|
|
56,618
|
|
|
66,498
|
|
|
26,984
|
|
|
2003-2004
|
|
12/04
|
Avondale, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Plaza
|
|
—
|
|
|
—
|
|
|
26,371
|
|
|
5,504
|
|
|
—
|
|
|
31,875
|
|
|
31,875
|
|
|
14,711
|
|
|
2000
|
|
07/04
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||
Gateway Station
|
|
—
|
|
|
1,050
|
|
|
3,911
|
|
|
1,231
|
|
|
1,050
|
|
|
5,142
|
|
|
6,192
|
|
|
2,357
|
|
|
2003-2004
|
|
12/04
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Station II & III
|
|
—
|
|
|
3,280
|
|
|
11,557
|
|
|
144
|
|
|
3,280
|
|
|
11,701
|
|
|
14,981
|
|
|
4,287
|
|
|
2006-2007
|
|
05/07
|
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gateway Village
|
|
34,069
|
|
|
8,550
|
|
|
39,298
|
|
|
5,744
|
|
|
8,550
|
|
|
45,042
|
|
|
53,592
|
|
|
21,469
|
|
|
1996
|
|
07/04
|
Annapolis, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gerry Centennial Plaza
|
|
—
|
|
|
5,370
|
|
|
12,968
|
|
|
9,374
|
|
|
5,370
|
|
|
22,342
|
|
|
27,712
|
|
|
8,367
|
|
|
2006
|
|
06/07
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Governor's Marketplace
|
|
—
|
|
|
—
|
|
|
30,377
|
|
|
3,360
|
|
|
—
|
|
|
33,737
|
|
|
33,737
|
|
|
16,312
|
|
|
2001
|
|
08/04
|
Tallahassee, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grapevine Crossing
|
|
—
|
|
|
4,100
|
|
|
16,938
|
|
|
391
|
|
|
3,894
|
|
|
17,535
|
|
|
21,429
|
|
|
8,040
|
|
|
2001
|
|
04/05
|
Grapevine, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Green's Corner
|
|
—
|
|
|
3,200
|
|
|
8,663
|
|
|
898
|
|
|
3,200
|
|
|
9,561
|
|
|
12,761
|
|
|
4,339
|
|
|
1997
|
|
12/04
|
Cumming, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gurnee Town Center
|
|
—
|
|
|
7,000
|
|
|
35,147
|
|
|
4,281
|
|
|
7,000
|
|
|
39,428
|
|
|
46,428
|
|
|
18,533
|
|
|
2000
|
|
10/04
|
Gurnee, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Henry Town Center
|
|
—
|
|
|
10,650
|
|
|
46,814
|
|
|
5,175
|
|
|
10,650
|
|
|
51,989
|
|
|
62,639
|
|
|
23,838
|
|
|
2002
|
|
12/04
|
McDonough, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Square
|
|
—
|
|
|
6,377
|
|
|
11,385
|
|
|
2,223
|
|
|
6,377
|
|
|
13,608
|
|
|
19,985
|
|
|
1,837
|
|
|
1985
|
|
02/14
|
Issaquah, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Heritage Towne Crossing
|
|
—
|
|
|
3,065
|
|
|
10,729
|
|
|
1,524
|
|
|
3,065
|
|
|
12,253
|
|
|
15,318
|
|
|
6,195
|
|
|
2002
|
|
03/04
|
Euless, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Center
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
16,758
|
|
|
7,680
|
|
|
1996
|
|
06/05
|
Pittsburgh, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Home Depot Plaza
|
|
10,695
|
|
|
9,700
|
|
|
17,137
|
|
|
(11,214
|
)
|
|
7,561
|
|
|
8,062
|
|
|
15,623
|
|
|
—
|
|
|
1992
|
|
06/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
HQ Building
|
|
—
|
|
|
5,200
|
|
|
10,010
|
|
|
4,212
|
|
|
5,200
|
|
|
14,222
|
|
|
19,422
|
|
|
6,498
|
|
|
Redev: 2004
|
|
12/05
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Huebner Oaks Center
|
|
—
|
|
|
18,087
|
|
|
64,731
|
|
|
1,768
|
|
|
18,087
|
|
|
66,499
|
|
|
84,586
|
|
|
8,533
|
|
|
1996
|
|
06/14
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Humblewood Shopping Center
|
|
—
|
|
|
2,200
|
|
|
12,823
|
|
|
1,172
|
|
|
2,200
|
|
|
13,995
|
|
|
16,195
|
|
|
5,861
|
|
|
Renov: 2005
|
|
11/05
|
Humble, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jefferson Commons
|
|
—
|
|
|
23,097
|
|
|
52,762
|
|
|
2,978
|
|
|
23,097
|
|
|
55,740
|
|
|
78,837
|
|
|
19,879
|
|
|
2005
|
|
02/08
|
Newport News, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
||||||||
John's Creek Village
|
|
—
|
|
|
14,446
|
|
|
23,932
|
|
|
906
|
|
|
14,295
|
|
|
24,989
|
|
|
39,284
|
|
|
3,539
|
|
|
2004
|
|
06/14
|
John's Creek, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
King Philip's Crossing
|
|
—
|
|
|
3,710
|
|
|
19,144
|
|
|
(148
|
)
|
|
3,710
|
|
|
18,996
|
|
|
22,706
|
|
|
8,504
|
|
|
2005
|
|
11/05
|
Seekonk, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
La Plaza Del Norte
|
|
—
|
|
|
16,005
|
|
|
37,744
|
|
|
5,374
|
|
|
16,005
|
|
|
43,118
|
|
|
59,123
|
|
|
20,830
|
|
|
1996/1999
|
|
01/04
|
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lake Worth Towne Crossing
|
|
—
|
|
|
6,600
|
|
|
30,910
|
|
|
9,145
|
|
|
6,600
|
|
|
40,055
|
|
|
46,655
|
|
|
15,528
|
|
|
2005
|
|
06/06
|
Lake Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lakewood Towne Center
|
|
—
|
|
|
12,555
|
|
|
74,612
|
|
|
(10,897
|
)
|
|
12,555
|
|
|
63,715
|
|
|
76,270
|
|
|
29,587
|
|
|
1998/2002-
|
|
06/04
|
Lakewood, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
||||||||
Lincoln Park
|
|
—
|
|
|
38,329
|
|
|
17,772
|
|
|
605
|
|
|
38,329
|
|
|
18,377
|
|
|
56,706
|
|
|
2,542
|
|
|
1997
|
|
06/14
|
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lincoln Plaza
|
|
—
|
|
|
13,000
|
|
|
46,482
|
|
|
23,064
|
|
|
13,110
|
|
|
69,436
|
|
|
82,546
|
|
|
30,012
|
|
|
2001-2004
|
|
09/05
|
Worcester, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lowe's/Bed, Bath & Beyond
|
|
—
|
|
|
7,423
|
|
|
799
|
|
|
(8
|
)
|
|
7,415
|
|
|
799
|
|
|
8,214
|
|
|
657
|
|
|
2005
|
|
08/05
|
Butler, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
MacArthur Crossing
|
|
—
|
|
|
4,710
|
|
|
16,265
|
|
|
2,200
|
|
|
4,710
|
|
|
18,465
|
|
|
23,175
|
|
|
9,290
|
|
|
1995-1996
|
|
02/04
|
Los Colinas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Main Street Promenade
|
|
—
|
|
|
4,317
|
|
|
83,276
|
|
|
53
|
|
|
4,317
|
|
|
83,329
|
|
|
87,646
|
|
|
3,104
|
|
|
2003 & 2014
|
|
01/17
|
Naperville, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Manchester Meadows
|
|
—
|
|
|
14,700
|
|
|
39,738
|
|
|
8,447
|
|
|
14,700
|
|
|
48,185
|
|
|
62,885
|
|
|
21,000
|
|
|
1994-1995
|
|
08/04
|
Town and Country, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mansfield Towne Crossing
|
|
—
|
|
|
3,300
|
|
|
12,195
|
|
|
3,642
|
|
|
3,300
|
|
|
15,837
|
|
|
19,137
|
|
|
7,616
|
|
|
2003-2004
|
|
11/04
|
Mansfield, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrifield Town Center
|
|
—
|
|
|
18,678
|
|
|
36,496
|
|
|
600
|
|
|
18,678
|
|
|
37,096
|
|
|
55,774
|
|
|
4,179
|
|
|
2008
|
|
01/15
|
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Merrifield Town Center II
|
|
—
|
|
|
28,797
|
|
|
14,698
|
|
|
22
|
|
|
28,797
|
|
|
14,720
|
|
|
43,517
|
|
|
1,068
|
|
|
1972 Renov:
|
|
01/16
|
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006-2007
|
|
|
||||||||
New Forest Crossing
|
|
—
|
|
|
4,390
|
|
|
11,313
|
|
|
793
|
|
|
4,390
|
|
|
12,106
|
|
|
16,496
|
|
|
2,012
|
|
|
2003
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
New Hyde Park Shopping Center
|
|
—
|
|
|
14,568
|
|
|
5,562
|
|
|
44
|
|
|
14,568
|
|
|
5,606
|
|
|
20,174
|
|
|
120
|
|
|
1964 Renov:
|
|
07/17
|
New Hyde Park, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
||||||||
Newnan Crossing I & II
|
|
—
|
|
|
15,100
|
|
|
33,987
|
|
|
6,967
|
|
|
15,100
|
|
|
40,954
|
|
|
56,054
|
|
|
19,736
|
|
|
1999 &
|
|
12/03 &
|
Newnan, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
02/04
|
|
|
|
|
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
|
||||||||
Newton Crossroads
|
|
—
|
|
|
3,350
|
|
|
6,927
|
|
|
571
|
|
|
3,350
|
|
|
7,498
|
|
|
10,848
|
|
|
3,415
|
|
|
1997
|
|
12/04
|
Covington, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North Rivers Towne Center
|
|
—
|
|
|
3,350
|
|
|
15,720
|
|
|
1,020
|
|
|
3,350
|
|
|
16,740
|
|
|
20,090
|
|
|
8,085
|
|
|
2003-2004
|
|
04/04
|
Charleston, SC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northgate North
|
|
25,705
|
|
|
7,540
|
|
|
49,078
|
|
|
(13,796
|
)
|
|
7,540
|
|
|
35,282
|
|
|
42,822
|
|
|
17,939
|
|
|
1999-2003
|
|
06/04
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northpointe Plaza
|
|
—
|
|
|
13,800
|
|
|
37,707
|
|
|
4,515
|
|
|
13,800
|
|
|
42,222
|
|
|
56,022
|
|
|
20,839
|
|
|
1991-1993
|
|
05/04
|
Spokane, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oak Brook Promenade
|
|
—
|
|
|
10,343
|
|
|
50,057
|
|
|
1,523
|
|
|
10,343
|
|
|
51,580
|
|
|
61,923
|
|
|
3,757
|
|
|
2006
|
|
03/16
|
Oak Brook, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
One Loudoun Downtown I - VI
|
|
—
|
|
|
26,799
|
|
|
122,224
|
|
|
470
|
|
|
26,799
|
|
|
122,694
|
|
|
149,493
|
|
|
4,735
|
|
|
2013-2017
|
|
11/16, 2/17
|
Ashburn, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/17, 5/17 & 8/17
|
||||||||
Orange Plaza (Golfland Plaza)
|
|
—
|
|
|
4,350
|
|
|
4,834
|
|
|
2,379
|
|
|
4,350
|
|
|
7,213
|
|
|
11,563
|
|
|
3,220
|
|
|
1995
|
|
05/05
|
Orange, CT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oswego Commons
|
|
—
|
|
|
6,454
|
|
|
16,004
|
|
|
1,023
|
|
|
6,454
|
|
|
17,027
|
|
|
23,481
|
|
|
2,692
|
|
|
2002-2004
|
|
06/14
|
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Paradise Valley Marketplace
|
|
—
|
|
|
6,590
|
|
|
20,425
|
|
|
824
|
|
|
6,590
|
|
|
21,249
|
|
|
27,839
|
|
|
10,825
|
|
|
2002
|
|
04/04
|
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Parkway Towne Crossing
|
|
—
|
|
|
6,142
|
|
|
20,423
|
|
|
9,380
|
|
|
6,142
|
|
|
29,803
|
|
|
35,945
|
|
|
12,696
|
|
|
2010
|
|
08/06
|
Frisco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pavilion at Kings Grant I & II
|
|
—
|
|
|
10,274
|
|
|
12,392
|
|
|
14,849
|
|
|
10,274
|
|
|
27,241
|
|
|
37,515
|
|
|
10,440
|
|
|
2002-2003
|
|
12/03 &
|
Concord, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
06/06
|
||||||||
Pelham Manor Shopping Plaza
|
|
—
|
|
|
—
|
|
|
67,870
|
|
|
380
|
|
|
—
|
|
|
68,250
|
|
|
68,250
|
|
|
11,300
|
|
|
2008
|
|
11/13
|
Pelham Manor, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Peoria Crossings I & II
|
|
24,091
|
|
|
6,995
|
|
|
32,816
|
|
|
4,263
|
|
|
8,495
|
|
|
35,579
|
|
|
44,074
|
|
|
17,551
|
|
|
2002-2003
|
|
03/04 &
|
Peoria, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
05/05
|
||||||||
Plaza at Marysville
|
|
8,346
|
|
|
6,600
|
|
|
13,728
|
|
|
956
|
|
|
6,600
|
|
|
14,684
|
|
|
21,284
|
|
|
7,093
|
|
|
1995
|
|
07/04
|
Marysville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plaza del Lago
|
|
—
|
|
|
12,042
|
|
|
33,382
|
|
|
—
|
|
|
12,042
|
|
|
33,382
|
|
|
45,424
|
|
|
105
|
|
|
1928 Renov:
|
|
12/17
|
Wilmette, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996
|
|
|
||||||||
Pleasant Run
|
|
—
|
|
|
4,200
|
|
|
29,085
|
|
|
7,092
|
|
|
4,200
|
|
|
36,177
|
|
|
40,377
|
|
|
15,827
|
|
|
2004
|
|
12/04
|
Cedar Hill, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reisterstown Road Plaza (b)
|
|
45,947
|
|
|
15,800
|
|
|
70,372
|
|
|
8,235
|
|
|
15,790
|
|
|
78,617
|
|
|
94,407
|
|
|
37,326
|
|
|
1986/2004
|
|
08/04
|
Baltimore, 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
|
||||||||
Rite Aid Store (Eckerd)
|
|
—
|
|
|
600
|
|
|
2,033
|
|
|
1
|
|
|
600
|
|
|
2,034
|
|
|
2,634
|
|
|
1,012
|
|
|
2003-2004
|
|
06/04
|
Crossville, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rivery Town Crossing
|
|
—
|
|
|
2,900
|
|
|
6,814
|
|
|
405
|
|
|
2,900
|
|
|
7,219
|
|
|
10,119
|
|
|
3,050
|
|
|
2005
|
|
10/06
|
Georgetown, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Royal Oaks Village II
|
|
—
|
|
|
3,450
|
|
|
17,000
|
|
|
272
|
|
|
3,450
|
|
|
17,272
|
|
|
20,722
|
|
|
5,687
|
|
|
2004-2005
|
|
11/05
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sawyer Heights Village
|
|
18,796
|
|
|
24,214
|
|
|
15,797
|
|
|
680
|
|
|
24,214
|
|
|
16,477
|
|
|
40,691
|
|
|
2,834
|
|
|
2007
|
|
10/13
|
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schaumburg Towers
|
|
—
|
|
|
7,900
|
|
|
137,096
|
|
|
(82,728
|
)
|
|
4,398
|
|
|
57,870
|
|
|
62,268
|
|
|
944
|
|
|
1986 & 1990
|
|
11/04
|
Schaumburg, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes at Hagerstown
|
|
—
|
|
|
4,034
|
|
|
21,937
|
|
|
249
|
|
|
4,034
|
|
|
22,186
|
|
|
26,220
|
|
|
1,965
|
|
|
2008
|
|
01/16
|
Hagerstown, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Quarterfield
|
|
—
|
|
|
2,190
|
|
|
8,840
|
|
|
299
|
|
|
2,190
|
|
|
9,139
|
|
|
11,329
|
|
|
4,570
|
|
|
1999
|
|
01/04
|
Severn, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shoppes at Union Hill
|
|
13,987
|
|
|
12,666
|
|
|
45,227
|
|
|
337
|
|
|
12,666
|
|
|
45,564
|
|
|
58,230
|
|
|
3,473
|
|
|
2003
|
|
04/16
|
Denville, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of New Hope
|
|
3,275
|
|
|
1,350
|
|
|
11,045
|
|
|
169
|
|
|
1,350
|
|
|
11,214
|
|
|
12,564
|
|
|
5,492
|
|
|
2004
|
|
07/04
|
Dallas, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shoppes of Prominence Point I & II
|
|
—
|
|
|
3,650
|
|
|
12,652
|
|
|
126
|
|
|
3,650
|
|
|
12,778
|
|
|
16,428
|
|
|
6,271
|
|
|
2004 & 2005
|
|
06/04 &
|
Canton, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||
Shops at Forest Commons
|
|
—
|
|
|
1,050
|
|
|
6,133
|
|
|
307
|
|
|
1,050
|
|
|
6,440
|
|
|
7,490
|
|
|
3,078
|
|
|
2002
|
|
12/04
|
Round Rock, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Shops at Legacy
|
|
—
|
|
|
8,800
|
|
|
108,940
|
|
|
16,943
|
|
|
8,800
|
|
|
125,883
|
|
|
134,683
|
|
|
48,756
|
|
|
2002
|
|
06/07
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shops at Park Place
|
|
7,381
|
|
|
9,096
|
|
|
13,175
|
|
|
4,211
|
|
|
9,096
|
|
|
17,386
|
|
|
26,482
|
|
|
7,544
|
|
|
2001
|
|
10/03
|
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Corners
|
|
21,062
|
|
|
6,612
|
|
|
23,605
|
|
|
262
|
|
|
6,612
|
|
|
23,867
|
|
|
30,479
|
|
|
3,909
|
|
|
2004
|
|
10/13
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southlake Town Square I - VII (c)
|
|
—
|
|
|
43,790
|
|
|
207,354
|
|
|
26,172
|
|
|
41,604
|
|
|
235,712
|
|
|
277,316
|
|
|
93,779
|
|
|
1998-2007
|
|
12/04, 5/07,
|
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/08 & 3/09
|
||||||||
Stilesboro Oaks
|
|
—
|
|
|
2,200
|
|
|
9,426
|
|
|
536
|
|
|
2,200
|
|
|
9,962
|
|
|
12,162
|
|
|
4,612
|
|
|
1997
|
|
12/04
|
Acworth, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stonebridge Plaza
|
|
—
|
|
|
1,000
|
|
|
5,783
|
|
|
724
|
|
|
1,000
|
|
|
6,507
|
|
|
7,507
|
|
|
2,868
|
|
|
1997
|
|
08/05
|
McKinney, 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
|
||||||||||||||||
Stony Creek I
|
|
—
|
|
|
6,735
|
|
|
17,564
|
|
|
1,730
|
|
|
6,735
|
|
|
19,294
|
|
|
26,029
|
|
|
10,120
|
|
|
2003
|
|
12/03
|
||||||||
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stony Creek II
|
|
—
|
|
|
1,900
|
|
|
5,106
|
|
|
79
|
|
|
1,900
|
|
|
5,185
|
|
|
7,085
|
|
|
2,306
|
|
|
2005
|
|
11/05
|
||||||||
Noblesville, IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Streets of Yorktown
|
|
—
|
|
|
3,440
|
|
|
22,111
|
|
|
2,908
|
|
|
3,440
|
|
|
25,019
|
|
|
28,459
|
|
|
10,936
|
|
|
2005
|
|
12/05
|
||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tacoma South
|
|
—
|
|
|
10,976
|
|
|
22,898
|
|
|
92
|
|
|
10,976
|
|
|
22,990
|
|
|
33,966
|
|
|
1,542
|
|
|
1984-2015
|
|
05/16
|
||||||||
Tacoma, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Target South Center
|
|
—
|
|
|
2,300
|
|
|
8,760
|
|
|
697
|
|
|
2,300
|
|
|
9,457
|
|
|
11,757
|
|
|
4,297
|
|
|
1999
|
|
11/05
|
||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tollgate Marketplace
|
|
34,946
|
|
|
8,700
|
|
|
61,247
|
|
|
6,930
|
|
|
8,700
|
|
|
68,177
|
|
|
76,877
|
|
|
31,506
|
|
|
1979/1994
|
|
07/04
|
||||||||
Bel Air, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Towson Circle (b)
|
|
—
|
|
|
9,050
|
|
|
17,840
|
|
|
(26,890
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1998
|
|
07/04
|
||||||||
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Towson Square
|
|
—
|
|
|
13,757
|
|
|
21,958
|
|
|
(174
|
)
|
|
13,757
|
|
|
21,784
|
|
|
35,541
|
|
|
1,781
|
|
|
2014
|
|
11/15
|
||||||||
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tysons Corner
|
|
—
|
|
|
22,525
|
|
|
7,184
|
|
|
22
|
|
|
22,525
|
|
|
7,206
|
|
|
29,731
|
|
|
683
|
|
|
1980
|
|
05/15
|
||||||||
Vienna, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renov:2004,
2012/2013 |
|
|
||||||||||||||||
Village Shoppes at Simonton
|
|
3,023
|
|
|
2,200
|
|
|
10,874
|
|
|
52
|
|
|
2,200
|
|
|
10,926
|
|
|
13,126
|
|
|
5,380
|
|
|
2004
|
|
08/04
|
||||||||
Lawrenceville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Walter's Crossing
|
|
—
|
|
|
14,500
|
|
|
16,914
|
|
|
492
|
|
|
14,500
|
|
|
17,406
|
|
|
31,906
|
|
|
7,420
|
|
|
2005
|
|
07/06
|
||||||||
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Watauga Pavilion
|
|
—
|
|
|
5,185
|
|
|
27,504
|
|
|
1,599
|
|
|
5,185
|
|
|
29,103
|
|
|
34,288
|
|
|
14,030
|
|
|
2003-2004
|
|
05/04
|
||||||||
Watauga, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Winchester Commons
|
|
—
|
|
|
4,400
|
|
|
7,471
|
|
|
573
|
|
|
4,400
|
|
|
8,044
|
|
|
12,444
|
|
|
3,735
|
|
|
1999
|
|
11/04
|
||||||||
Memphis, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Woodinville Plaza
|
|
—
|
|
|
16,073
|
|
|
25,433
|
|
|
2,295
|
|
|
16,073
|
|
|
27,728
|
|
|
43,801
|
|
|
2,512
|
|
|
1981
|
|
06/15 &
|
||||||||
Woodinville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/16
|
||||||||||||||||
Total
|
|
287,068
|
|
|
1,082,269
|
|
|
3,538,413
|
|
|
132,223
|
|
|
1,066,705
|
|
|
3,686,200
|
|
|
4,752,905
|
|
|
1,215,990
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Developments in Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,022
|
|
|
15,691
|
|
|
17,331
|
|
|
33,022
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Investment Properties
|
|
$
|
287,068
|
|
|
$
|
1,082,269
|
|
|
$
|
3,538,413
|
|
|
$
|
165,245
|
|
|
$
|
1,082,396
|
|
|
$
|
3,703,531
|
|
|
$
|
4,785,927
|
|
|
$
|
1,215,990
|
|
|
|
|
|
(a)
|
The Company has begun activities in anticipation of future redevelopment at this property.
|
(b)
|
The cost basis associated with this property or a portion of this property was reclassified to Developments in Progress as the property is an active redevelopment.
|
(c)
|
The Company acquired a parcel at this property during 2017.
|
(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, 2017
for U.S. federal income tax purposes was approximately
$4,815,043
.
|
(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:
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance as of January 1,
|
|
$
|
5,499,506
|
|
|
$
|
5,687,842
|
|
|
$
|
5,680,376
|
|
Purchases and additions to investment property
|
|
272,145
|
|
|
435,989
|
|
|
508,924
|
|
|||
Sale and write-offs of investment property
|
|
(829,170
|
)
|
|
(526,970
|
)
|
|
(498,833
|
)
|
|||
Property held for sale
|
|
(2,791
|
)
|
|
(47,151
|
)
|
|
—
|
|
|||
Provision for asset impairment
|
|
(153,763
|
)
|
|
(47,159
|
)
|
|
(4,786
|
)
|
|||
Change in acquired lease intangible assets
|
|
—
|
|
|
4,586
|
|
|
(15,311
|
)
|
|||
Change in acquired lease intangible liabilities
|
|
—
|
|
|
(7,631
|
)
|
|
17,472
|
|
|||
Balance as of December 31,
|
|
$
|
4,785,927
|
|
|
$
|
5,499,506
|
|
|
$
|
5,687,842
|
|
(E)
|
Reconciliation of accumulated depreciation:
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance as of January 1,
|
|
$
|
1,443,333
|
|
|
$
|
1,433,195
|
|
|
$
|
1,365,471
|
|
Depreciation expense
|
|
171,823
|
|
|
191,493
|
|
|
183,639
|
|
|||
Sale and write-offs of investment property
|
|
(308,662
|
)
|
|
(122,872
|
)
|
|
(113,418
|
)
|
|||
Property held for sale
|
|
(27
|
)
|
|
(15,769
|
)
|
|
—
|
|
|||
Provision for asset impairment
|
|
(90,477
|
)
|
|
(18,500
|
)
|
|
(2,497
|
)
|
|||
Other disposals
|
|
—
|
|
|
(24,214
|
)
|
|
—
|
|
|||
Balance as of December 31,
|
|
$
|
1,215,990
|
|
|
$
|
1,443,333
|
|
|
$
|
1,433,195
|
|
|
|
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)
|
|
98
|
|
Real Estate and Accumulated Depreciation (Schedule III)
|
|
99
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1
|
|
|
10.2
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.17
|
|
|
12.1
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
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, 2017 and 2016, (ii) Consolidated Statements of Operations and Other Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015, (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 14, 2018
|
|
|
/s/ STEVEN P. GRIMES
|
|
|
/s/ FRANK A. CATALANO, JR.
|
|
|
/s/ PETER L. LYNCH
|
|
|
|
|
|
|
|
|||
By:
|
Steven P. Grimes
|
By:
|
Frank A. Catalano, Jr.
|
By:
|
Peter L. Lynch
|
|||
|
Director, President and
Chief Executive Officer
(Principal Executive Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 14, 2018
|
Date:
|
February 14, 2018
|
Date:
|
February 14, 2018
|
|||
|
|
|
|
|
|
|||
|
/s/ JULIE M. SWINEHART
|
|
|
/s/ PAUL R. GAUVREAU
|
|
|
/s/ THOMAS J. SARGEANT
|
|
|
|
|
|
|
|
|||
By:
|
Julie M. Swinehart
|
By:
|
Paul R. Gauvreau
|
By:
|
Thomas J. Sargeant
|
|||
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 14, 2018
|
Date:
|
February 14, 2018
|
Date:
|
February 14, 2018
|
|||
|
|
|
|
|
|
|||
|
/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 14, 2018
|
Date:
|
February 14, 2018
|
|
|
|
||
|
|
|
|
|
|
|
||
|
/s/ BONNIE S. BIUMI
|
|
|
/s/ RICHARD P. IMPERIALE
|
|
|
|
|
|
|
|
|
|
|
|
||
By:
|
Bonnie S. Biumi
|
By:
|
Richard P. Imperiale
|
|
|
|||
|
Director
|
|
Director
|
|
|
|
||
Date:
|
February 14, 2018
|
Date:
|
February 14, 2018
|
|
|
ATTEST:
|
|
COMPANY
|
|
|
|
|
|
|
|
INLAND WESTERN RETAIL REAL ESTATE
|
|
|
|
TRUST, INC., a Maryland corporation
|
|
|
|
|
|
/s/ DENNIS K. HOLLAND
|
|
By:
|
/s/ STEVEN P. GRIMES
|
Dennis K. Holland
|
|
|
Steven P. Grimes
|
Secretary
|
|
|
President, Chief Executive Officer, Chief
|
|
|
|
Financial Officer and Treasurer
|
WITNESS:
|
|
INDEMNITEE
|
|
|
|
|
|
/s/ BRIAN GRADY
|
|
/s/ JULIE SWINEHART
|
|
Brian Grady
|
|
Julie Swinehart
|
|
|
|
|
|
|
|
Address:
|
Inland Western Retail Real
|
|
|
|
Estate Trust, Inc.
|
|
|
|
2901 Butterfield Road
|
|
|
|
Oak Brook, IL 60523
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
$
|
(86,484
|
)
|
|
$
|
37,110
|
|
|
$
|
3,832
|
|
|
$
|
597
|
|
|
$
|
(42,855
|
)
|
|
Equity in loss of unconsolidated joint ventures, net
|
—
|
|
|
—
|
|
|
—
|
|
|
2,088
|
|
|
1,246
|
|
|
|||||
Gain on sales of investment properties, net
|
337,975
|
|
|
129,707
|
|
|
121,792
|
|
|
42,196
|
|
|
5,806
|
|
|
|||||
Adjustments added:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges (see below)
|
149,890
|
|
|
113,539
|
|
|
142,987
|
|
|
137,944
|
|
|
150,685
|
|
|
|||||
Distributions on investments in unconsolidated joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
1,360
|
|
|
7,105
|
|
|
|||||
Adjustments subtracted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
(485
|
)
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total earnings
|
$
|
400,896
|
|
|
$
|
280,287
|
|
|
$
|
268,611
|
|
|
$
|
184,185
|
|
|
$
|
121,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
146,092
|
|
|
$
|
109,730
|
|
|
$
|
138,938
|
|
|
$
|
133,835
|
|
|
$
|
146,805
|
|
|
Interest capitalized
|
485
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Estimate of interest within rental expense
|
3,313
|
|
|
3,740
|
|
|
4,049
|
|
|
4,109
|
|
|
3,880
|
|
|
|||||
Total fixed charges
|
$
|
149,890
|
|
|
$
|
113,539
|
|
|
$
|
142,987
|
|
|
$
|
137,944
|
|
|
$
|
150,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
13,867
|
|
|
9,450
|
|
|
9,450
|
|
|
9,450
|
|
|
9,450
|
|
|
|||||
Total fixed charges and preferred stock dividends
|
$
|
163,757
|
|
|
$
|
122,989
|
|
|
$
|
152,437
|
|
|
$
|
147,394
|
|
|
$
|
160,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.67
|
|
|
2.47
|
|
|
1.88
|
|
|
1.34
|
|
|
—
|
|
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
2.45
|
|
|
2.28
|
|
|
1.76
|
|
|
1.25
|
|
|
—
|
|
(2)
|
(1)
|
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.
|
(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 $38.1 million.
|
Entity
|
Formation
|
3503 RP Acworth Stilesboro, L.L.C.
|
Delaware
|
3503 RP Avondale McDowell, L.L.C.
|
Delaware
|
3503 RP Bethlehem Saucon Valley Beneficiary, L.L.C.
|
Delaware
|
3503 RP Bethlehem Saucon Valley DST
|
Delaware
|
3503 RP Cedar Hill Pleasant Run GP, L.L.C.
|
Delaware
|
3503 RP Cedar Hill Pleasant Run Limited Partnership
|
Illinois
|
3503 RP Cedar Hill Pleasant Run LP, L.L.C.
|
Delaware
|
3503 RP Charleston North Rivers, L.L.C.
|
Delaware
|
3503 RP Columbia Broad River, L.L.C.
|
Delaware
|
3503 RP Coppell Town GP, L.L.C.
|
Delaware
|
3503 RP Coppell Town Limited Partnership
|
Illinois
|
3503 RP Coppell Town LP, L.L.C.
|
Delaware
|
3503 RP Coram Plaza, L.L.C.
|
Delaware
|
3503 RP Covington Newton Crossroads, L.L.C.
|
Delaware
|
3503 RP Cranberry Beneficiary, L.L.C.
|
Delaware
|
3503 RP Cranberry DST
|
Delaware
|
3503 RP Crossville Main, L.L.C.
|
Delaware
|
3503 RP Cumming Green’s Corner, L.L.C.
|
Delaware
|
3503 RP Cuyahoga Falls, L.L.C.
|
Delaware
|
3503 RP Denton Crossing GP, L.L.C.
|
Delaware
|
3503 RP Denton Crossing Limited Partnership
|
Illinois
|
3503 RP Denton Crossing LP, L.L.C.
|
Delaware
|
3503 RP Duncansville Holliday Beneficiary, L.L.C.
|
Delaware
|
3503 RP Duncansville Holliday DST
|
Delaware
|
3503 RP Evans, L.L.C.
|
Delaware
|
3503 RP Fresno Blackstone Avenue, L.L.C.
|
Delaware
|
3503 RP Fullerton Metrocenter, L.L.C.
|
Delaware
|
3503 RP Gurnee, L.L.C.
|
Delaware
|
3503 RP Hickory-Catawba, L.L.C.
|
Delaware
|
3503 RP High Ridge, L.L.C.
|
Delaware
|
3503 RP Houma Magnolia, L.L.C.
|
Delaware
|
3503 RP Irmo Station, L.L.C.
|
Delaware
|
3503 RP Jackson Columns, L.L.C.
|
Delaware
|
3503 RP Lake Mary, L.L.C.
|
Delaware
|
3503 RP Longmont Fox Creek, L.L.C.
|
Delaware
|
3503 RP Memphis Winchester, L.L.C.
|
Delaware
|
3503 RP Miami 19th Street, L.L.C.
|
Delaware
|
3503 RP Middletown Brown’s Lane, L.L.C.
|
Delaware
|
3503 RP New Hyde Park Marcus, L.L.C.
|
Delaware
|
3503 RP Ontario 4th Street, L.L.C.
|
Delaware
|
3503 RP Panama City, L.L.C.
|
Delaware
|
3503 RP Pawtucket Boulevard, L.L.C.
|
Delaware
|
3503 RP Pawtucket Cottage, L.L.C.
|
Delaware
|
3503 RP Phoenix, L.L.C.
|
Delaware
|
3503 RP Placentia, L.L.C.
|
Delaware
|
3503 RP Spokane Northpointe, L.L.C.
|
Delaware
|
3503 RP Stony Creek, L.L.C.
|
Delaware
|
3503 RP Summerville Azalea Square, L.L.C.
|
Delaware
|
3503 RP Waco Central GP, L.L.C.
|
Delaware
|
3503 RP Waco Central Limited Partnership
|
Illinois
|
3503 RP Waco Central LP, L.L.C.
|
Delaware
|
3503 RP Wesley Chapel Northwoods, L.L.C.
|
Delaware
|
Entity
|
Formation
|
3503 RP Wilmette Plaza Del Lago, L.L.C.
|
Delaware
|
3503 RP Woodridge Seven Bridges, L.L.C.
|
Delaware
|
Bel Air Square, LLC
|
Maryland
|
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
|
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 Western Bay Shore Gardiner, L.L.C.
|
Delaware
|
Inland Western Birmingham Edgemont, 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 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 Easton Forks Town DST
|
Delaware
|
Inland Western El Paso MDS Limited Partnership
|
Illinois
|
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 Houston Sawyer Heights GP, L.L.C.
|
Delaware
|
Inland Western Houston Sawyer Heights Limited Partnership
|
Illinois
|
Inland Western JV Henderson Green Valley, L.L.C.
|
Delaware
|
Inland Western Kill Devil Hills Croatan, L.L.C.
|
Delaware
|
Inland Western Lansing Eastwood (Tenant), L.L.C.
|
Delaware
|
Inland Western Lawrenceville Simonton, L.L.C.
|
Delaware
|
Inland Western Marysville, L.L.C.
|
Delaware
|
Inland Western McAllen MDS Limited Partnership
|
Illinois
|
Inland Western MDS Portfolio, L.L.C.
|
Delaware
|
Inland Western Mt. Pleasant Park West, L.L.C.
|
Delaware
|
Inland Western Norman, L.L.C.
|
Delaware
|
Inland Western Orange 440 Boston, 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 Pottstown GP, L.L.C.
|
Delaware
|
Inland Western Pottstown Limited Partnership
|
Illinois
|
Inland Western Pottstown LP DST
|
Delaware
|
Entity
|
Formation
|
Inland Western Salt Lake City Gateway, L.L.C.
|
Delaware
|
Inland Western Seattle Northgate North, L.L.C.
|
Delaware
|
Inland Western Southlake Corners Kimball GP, L.L.C.
|
Delaware
|
Inland Western Southlake Corners Kimball Limited Partnership
|
Illinois
|
Inland Western Spartanburg, L.L.C.
|
Delaware
|
Inland Western Spartanburg SPE, L.L.C.
|
Delaware
|
Inland Western Temecula Commons, L.L.C.
|
Delaware
|
Inland Western Traverse City Bison Hollow, L.L.C.
|
Delaware
|
Inland Western Tuscaloosa University, 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
|
RPAI Cypress Mill, L.L.C.
|
Delaware
|
RPAI Cypress Mill GP, L.L.C.
|
Delaware
|
Entity
|
Formation
|
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 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 HOLDCO Management LLC
|
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
|
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 Kalispell Mountain View, L.L.C.
|
Delaware
|
RPAI Kalispell Mountain View II, L.L.C.
|
Delaware
|
Entity
|
Formation
|
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 Lawton Lee Blvd., L.L.C.
|
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 Naperville Main, L.L.C.
|
Delaware
|
RPAI Naperville Main North, L.L.C.
|
Delaware
|
RPAI New Hartford Orchard, L.L.C.
|
Delaware
|
RPAI New Port Richey Mitchell, L.L.C.
|
Delaware
|
RPAI New York Portfolio, L.L.C.
|
Delaware
|
RPAI Newburgh Crossing, L.L.C.
|
Delaware
|
RPAI Newcastle Coal Creek, L.L.C.
|
Delaware
|
RPAI Newnan Crossing, L.L.C.
|
Delaware
|
RPAI Newnan Crossing II, L.L.C.
|
Delaware
|
RPAI Newport News Jefferson, L.L.C.
|
Delaware
|
RPAI North 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
|
Entity
|
Formation
|
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 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 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
|
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
|
Entity
|
Formation
|
RPAI Southwest Management LLC
|
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
|
Town Square Ventures III, L.P.
|
Texas
|
Town Square Ventures III GP, L.L.C.
|
Delaware
|
Town Square Ventures III LP, L.L.C.
|
Delaware
|
Town Square Ventures IV, L.P.
|
Texas
|
Town Square Ventures IV GP, L.L.C.
|
Delaware
|
Town Square Ventures IV LP, L.L.C.
|
Delaware
|
Town Square Ventures V, L.P.
|
Texas
|
Town Square Ventures V GP, L.L.C.
|
Delaware
|
Town Square Ventures V LP, L.L.C.
|
Delaware
|
Towson Circle LLC
|
Maryland
|
Western Town Square Ventures GP, L.L.C.
|
Delaware
|
Western Town Square Ventures I GP, L.L.C.
|
Delaware
|
Western Town Square Ventures LP, L.L.C.
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
|
Date:
|
February 14, 2018
|
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/ JULIE M. SWINEHART
|
|
|
|
Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 14, 2018
|
(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 14, 2018
|
|
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 14, 2018
|