x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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42-1579325
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2021 Spring Road, Suite 200, Oak Brook, Illinois
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60523
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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March 31,
2018 |
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December 31,
2017 |
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Assets
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Investment properties:
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Land
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$
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1,042,260
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$
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1,066,705
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Building and other improvements
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3,553,298
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3,686,200
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Developments in progress
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19,805
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33,022
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4,615,363
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4,785,927
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Less accumulated depreciation
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(1,210,147
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)
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(1,215,990
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)
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Net investment properties
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3,405,216
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3,569,937
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Cash and cash equivalents
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33,533
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25,185
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Accounts and notes receivable (net of allowances of $6,675 and $6,567, respectively)
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66,893
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71,678
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Acquired lease intangible assets, net
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116,141
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122,646
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Assets associated with investment properties held for sale
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68,799
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3,647
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Other assets, net
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67,139
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125,171
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Total assets
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$
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3,757,721
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$
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3,918,264
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Liabilities and Equity
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Liabilities:
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Mortgages payable, net
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$
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275,316
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$
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287,068
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Unsecured notes payable, net
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695,902
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695,748
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Unsecured term loans, net
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547,629
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547,270
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Unsecured revolving line of credit
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91,000
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216,000
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Accounts payable and accrued expenses
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53,270
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82,698
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Distributions payable
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36,353
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36,311
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Acquired lease intangible liabilities, net
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94,911
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97,971
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Liabilities associated with investment properties held for sale
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2,673
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—
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Other liabilities
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66,023
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69,498
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Total liabilities
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1,863,077
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2,032,564
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Commitments and contingencies (Note 14)
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Equity:
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Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding
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—
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—
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Class A common stock, $0.001 par value, 475,000 shares authorized, 219,489 and 219,237
shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
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219
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219
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Additional paid-in capital
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4,575,191
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4,574,428
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Accumulated distributions in excess of earnings
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(2,684,606
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)
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(2,690,021
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)
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Accumulated other comprehensive income
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3,840
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1,074
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Total equity
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1,894,644
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1,885,700
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Total liabilities and equity
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$
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3,757,721
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$
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3,918,264
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Three Months Ended March 31,
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2018
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2017
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Revenues
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Rental income
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$
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94,455
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$
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109,974
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Tenant recovery income
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28,090
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30,786
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Other property income
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2,297
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2,933
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Total revenues
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124,842
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143,693
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Expenses
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Operating expenses
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20,255
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21,864
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Real estate taxes
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20,468
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21,879
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Depreciation and amortization
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45,228
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53,474
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Provision for impairment of investment properties
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592
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—
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General and administrative expenses
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12,495
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11,213
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Total expenses
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99,038
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108,430
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Operating income
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25,804
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35,263
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Interest expense
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(18,765
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(85,532
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Other income, net
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222
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5
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Income (loss) from continuing operations
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7,261
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(50,264
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Gain on sales of investment properties
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34,519
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41,164
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Net income (loss)
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41,780
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(9,100
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Preferred stock dividends
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—
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(2,362
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)
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Net income (loss) attributable to common shareholders
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$
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41,780
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$
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(11,462
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Earnings (loss) per common share – basic and diluted
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Net income (loss) per common share attributable to common shareholders
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$
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0.19
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$
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(0.05
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Net income (loss)
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$
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41,780
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$
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(9,100
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Other comprehensive income:
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Net unrealized gain on derivative instruments (Note 9)
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2,754
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632
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Comprehensive income (loss) attributable to the Company
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$
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44,534
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$
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(8,468
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Weighted average number of common shares outstanding – basic
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218,849
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236,294
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Weighted average number of common shares outstanding – diluted
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219,403
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236,294
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Preferred Stock
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Class A
Common Stock
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Additional
Paid-in
Capital
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Accumulated
Distributions
in Excess of
Earnings
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Accumulated
Other
Comprehensive
Income
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Total
Shareholders’
Equity
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Shares
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Amount
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Shares
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Amount
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Balance as of January 1, 2017
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5,400
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$
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5
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236,770
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$
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237
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$
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4,927,155
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$
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(2,776,033
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)
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$
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722
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$
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2,152,086
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Net loss
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—
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—
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—
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—
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—
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(9,100
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)
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—
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(9,100
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)
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Other comprehensive income
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—
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—
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—
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—
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—
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—
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632
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632
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Distributions declared to preferred shareholders
($0.4375 per share)
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—
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—
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—
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—
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—
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(2,362
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)
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—
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(2,362
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)
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Distributions declared to common shareholders
($0.165625 per share)
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—
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—
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—
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—
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—
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(39,235
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)
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—
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(39,235
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)
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Issuance of restricted shares
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—
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—
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206
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—
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—
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—
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—
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—
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Stock-based compensation expense
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—
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—
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—
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—
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1,793
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—
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—
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1,793
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Shares withheld for employee taxes
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—
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—
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(88
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)
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—
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(1,333
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)
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—
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—
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(1,333
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)
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Balance as of March 31, 2017
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5,400
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$
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5
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236,888
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$
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237
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$
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4,927,615
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$
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(2,826,730
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)
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$
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1,354
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$
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2,102,481
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Balance as of January 1, 2018
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—
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$
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—
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219,237
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$
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219
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$
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4,574,428
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$
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(2,690,021
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)
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$
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1,074
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$
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1,885,700
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Cumulative effect of accounting change
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—
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—
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—
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—
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—
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(12
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)
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12
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—
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Net income
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—
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—
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—
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—
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—
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41,780
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—
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41,780
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Other comprehensive income
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—
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—
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—
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—
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—
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—
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2,754
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2,754
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Distributions declared to common shareholders
($0.165625 per share)
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—
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—
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—
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—
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—
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(36,353
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)
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—
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(36,353
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)
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Issuance of common stock
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—
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—
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59
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—
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—
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—
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—
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—
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||||||
Issuance of restricted shares
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—
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—
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305
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—
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—
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—
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—
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—
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Stock-based compensation expense
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—
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—
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—
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—
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2,133
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—
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—
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2,133
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Shares withheld for employee taxes
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—
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—
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(112
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)
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—
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(1,370
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)
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—
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—
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(1,370
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)
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Balance as of March 31, 2018
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—
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$
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—
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219,489
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$
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219
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$
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4,575,191
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$
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(2,684,606
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)
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$
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3,840
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$
|
1,894,644
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Three Months Ended March 31,
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||||||
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2018
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|
2017
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Cash flows from operating activities:
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Net income (loss)
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$
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41,780
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$
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(9,100
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)
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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|
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Depreciation and amortization
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45,228
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53,474
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|
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Provision for impairment of investment properties
|
592
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—
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Gain on sales of investment properties
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(34,519
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)
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(41,164
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)
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Amortization of loan fees and debt premium and discount, net
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940
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4,965
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Amortization of stock-based compensation
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2,133
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1,793
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Premium paid in connection with defeasance of mortgages payable
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—
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59,968
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|
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Debt prepayment fees
|
974
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2,284
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|
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Payment of leasing fees and inducements
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(2,147
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)
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|
(2,152
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)
|
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Changes in accounts receivable, net
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2,879
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|
|
6,534
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|
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Changes in accounts payable and accrued expenses, net
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(25,202
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)
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(24,311
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)
|
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Changes in other operating assets and liabilities, net
|
3,530
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8,237
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Other, net
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(2,023
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)
|
|
651
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|
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Net cash provided by operating activities
|
34,165
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61,179
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Cash flows from investing activities:
|
|
|
|
||||
Purchase of investment properties
|
—
|
|
|
(93,752
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)
|
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Capital expenditures and tenant improvements
|
(11,692
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)
|
|
(12,432
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)
|
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Proceeds from sales of investment properties
|
112,214
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|
|
104,527
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|
||
Investment in developments in progress
|
(2,848
|
)
|
|
(1,610
|
)
|
||
Net cash provided by (used in) investing activities
|
97,674
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|
|
(3,267
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments on mortgages payable
|
(11,788
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)
|
|
(20,588
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)
|
||
Proceeds from unsecured term loans
|
—
|
|
|
200,000
|
|
||
Proceeds from unsecured revolving line of credit
|
55,000
|
|
|
389,000
|
|
||
Repayments of unsecured revolving line of credit
|
(180,000
|
)
|
|
(112,000
|
)
|
||
Payment of loan fees and deposits
|
—
|
|
|
(10
|
)
|
||
Debt prepayment fees
|
(974
|
)
|
|
(2,284
|
)
|
||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
—
|
|
|
(439,403
|
)
|
||
Distributions paid
|
(36,311
|
)
|
|
(41,584
|
)
|
||
Other, net
|
(1,370
|
)
|
|
(1,333
|
)
|
||
Net cash used in financing activities
|
(175,443
|
)
|
|
(28,202
|
)
|
||
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(43,604
|
)
|
|
29,710
|
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
86,335
|
|
|
82,349
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
$
|
42,731
|
|
|
$
|
112,059
|
|
(continued)
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
||||
Cash paid for interest, net of interest capitalized
|
$
|
17,636
|
|
|
$
|
19,868
|
|
Distributions payable
|
$
|
36,353
|
|
|
$
|
39,235
|
|
Accrued capital expenditures and tenant improvements
|
$
|
6,581
|
|
|
$
|
7,649
|
|
Accrued leasing fees and inducements
|
$
|
444
|
|
|
$
|
975
|
|
Accrued redevelopment costs
|
$
|
1,129
|
|
|
$
|
5,282
|
|
Developments in progress placed in service
|
$
|
6,819
|
|
|
$
|
—
|
|
U.S. Treasury securities transferred in connection with defeasance of mortgages payable
|
$
|
—
|
|
|
$
|
439,403
|
|
Defeasance of mortgages payable
|
$
|
—
|
|
|
$
|
379,435
|
|
|
|
|
|
||||
Purchase of investment properties (after credits at closing):
|
|
|
|
||||
Net investment properties
|
$
|
—
|
|
|
$
|
(95,622
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
—
|
|
|
(7,550
|
)
|
||
Accounts payable, acquired lease intangibles and other liabilities
|
—
|
|
|
6,896
|
|
||
Deferred gain
|
—
|
|
|
2,524
|
|
||
|
$
|
—
|
|
|
$
|
(93,752
|
)
|
|
|
|
|
||||
Proceeds from sales of investment properties:
|
|
|
|
||||
Net investment properties
|
$
|
80,460
|
|
|
$
|
64,519
|
|
Accounts receivable, acquired lease intangibles and other assets
|
3,403
|
|
|
841
|
|
||
Accounts payable, acquired lease intangibles and other liabilities
|
(6,168
|
)
|
|
(511
|
)
|
||
Deferred gain
|
—
|
|
|
(1,486
|
)
|
||
Gain on sales of investment properties
|
34,519
|
|
|
41,164
|
|
||
|
$
|
112,214
|
|
|
$
|
104,527
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash reported on the Company’s
condensed consolidated balance sheets to such amounts shown in the Company’s condensed
consolidated statements of cash flows:
|
|
|
|
||||
Cash and cash equivalents, at beginning of period
|
$
|
25,185
|
|
|
$
|
53,119
|
|
Restricted cash, at beginning of period (included in “Other assets, net”)
|
61,150
|
|
|
29,230
|
|
||
Total cash, cash equivalents and restricted cash, at beginning of period
|
$
|
86,335
|
|
|
$
|
82,349
|
|
|
|
|
|
||||
Cash and cash equivalents, at end of period
|
$
|
33,533
|
|
|
$
|
40,274
|
|
Restricted cash, at end of period (included in “Other assets, net”)
|
9,198
|
|
|
71,785
|
|
||
Total cash, cash equivalents and restricted cash, at end of period
|
$
|
42,731
|
|
|
$
|
112,059
|
|
|
Wholly-owned (a)
|
|
Retail operating properties
|
106
|
|
|
|
|
Redevelopment properties
|
1
|
|
(a)
|
Excludes (i) Schaumburg Towers, the Company’s
one
remaining office complex which is classified as held for sale, (ii)
one
property where the Company has begun activities in anticipation of future redevelopment and (iii) the redevelopment portion of Circle East, formerly known as Towson Circle, which has been combined with the Company’s neighboring retail operating property formerly known as Towson Square. This combination reduced the Company’s redevelopment property count by
one
.
|
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
|
|
|
|
|
|
|
|
|
|
|
|
197,500
|
|
|
$
|
94,128
|
|
(d)
|
(a)
|
This property was acquired through
two
consolidated VIEs and used to facilitate an Internal Revenue Code Section 1031 tax-deferred exchange (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 deferred gain of
$2,524
as of March 31, 2017, 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 an additional phase at its One Loudoun Downtown multi-tenant retail operating property, which was accounted for as an asset acquisition. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(d)
|
Acquisition price does not include capitalized closing costs and adjustments totaling
$2,394
.
|
|
|
Three Months Ended March 31, 2017
|
||
Land
|
|
$
|
19,926
|
|
Building and other improvements, net
|
|
75,696
|
|
|
Acquired lease intangible assets (a)
|
|
7,343
|
|
|
Acquired lease intangible liabilities (b)
|
|
(5,367
|
)
|
|
Other liabilities
|
|
(1,076
|
)
|
|
Net assets acquired
|
|
$
|
96,522
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is
six years
for acquisitions completed during the
three
months ended March 31, 2017.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is
13 years
for acquisitions completed during the
three
months ended March 31, 2017.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
January 19, 2018
|
|
Crown Theater
|
|
Single-user retail
|
|
74,200
|
|
|
$
|
6,900
|
|
|
$
|
6,350
|
|
|
$
|
2,952
|
|
February 15, 2018
|
|
Cranberry Square
|
|
Multi-tenant retail
|
|
195,200
|
|
|
23,500
|
|
|
23,163
|
|
|
10,174
|
|
|||
March 7, 2018
|
|
Rite Aid Store (Eckerd)–Crossville, TN
|
|
Single-user retail
|
|
13,800
|
|
|
1,800
|
|
|
1,768
|
|
|
157
|
|
|||
March 20, 2018
|
|
Home Depot Plaza (b)
|
|
Multi-tenant retail
|
|
135,600
|
|
|
16,250
|
|
|
15,873
|
|
|
—
|
|
|||
March 21, 2018
|
|
Governor's Marketplace
|
|
Multi-tenant retail
|
|
243,100
|
|
|
23,500
|
|
|
20,993
|
|
|
7,429
|
|
|||
March 28, 2018
|
|
Stony Creek I & Stony Creek II (c)
|
|
Multi-tenant retail
|
|
204,800
|
|
|
32,800
|
|
|
32,078
|
|
|
11,628
|
|
|||
|
|
|
|
|
|
866,700
|
|
|
$
|
104,750
|
|
|
$
|
100,225
|
|
|
$
|
32,340
|
|
(a)
|
Aggregate proceeds are net of transaction costs and exclude
$169
of condemnation proceeds, which did not result in any additional gain recognition.
|
(b)
|
The Company repaid a
$10,750
mortgage payable in connection with the disposition of the property.
|
(c)
|
The terms of the disposition of Stony Creek I and Stony Creek II were negotiated as a single transaction.
|
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 (b)
|
|
Multi-tenant retail
|
|
63,900
|
|
|
15,383
|
|
|
15,261
|
|
|
7,569
|
|
|||
March 7, 2017
|
|
CVS Pharmacy – Sylacauga, AL (b)
|
|
Single-user retail
|
|
10,100
|
|
|
3,700
|
|
|
3,348
|
|
|
1,651
|
|
|||
March 8, 2017
|
|
Rite Aid Store (Eckerd) –
Kill Devil Hills, NC (b)
|
|
Single-user retail
|
|
13,800
|
|
|
4,297
|
|
|
4,134
|
|
|
1,857
|
|
|||
March 15, 2017
|
|
Century III Plaza – Home Depot (b) (c)
|
|
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 (b)
|
|
Multi-tenant retail
|
|
160,000
|
|
|
22,850
|
|
|
22,723
|
|
|
10,007
|
|
|||
|
|
|
|
|
|
620,100
|
|
|
$
|
105,999
|
|
|
$
|
104,522
|
|
|
$
|
39,678
|
|
(a)
|
Aggregate proceeds are net of transaction costs.
|
(b)
|
As of
March 31,
2017, the following disposition proceeds were temporarily restricted related to 1031 Exchanges and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets:
|
Property Name
|
|
Proceeds
Temporarily
Restricted
|
||
Shoppes at Park West
|
|
$
|
15,272
|
|
CVS Pharmacy – Sylacauga, AL
|
|
3,332
|
|
|
Rite Aid Store (Eckerd) – Kill Devil Hills, NC
|
|
4,114
|
|
|
Century III Plaza – Home Depot
|
|
17,031
|
|
|
Northwood Crossing
|
|
22,719
|
|
|
|
|
$
|
62,468
|
|
(c)
|
The Company disposed of the Home Depot parcel at Century III Plaza, an existing
284,100
square foot multi-tenant retail operating property. The remaining portion of Century III Plaza was classified as held for sale as of March 31, 2017 and was sold on December 15, 2017.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Land, building and other improvements
|
$
|
61,638
|
|
|
$
|
2,791
|
|
Less accumulated depreciation
|
—
|
|
|
(27
|
)
|
||
Net investment properties
|
61,638
|
|
|
2,764
|
|
||
Other assets
|
7,161
|
|
|
883
|
|
||
Assets associated with investment properties held for sale
|
$
|
68,799
|
|
|
$
|
3,647
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Other liabilities
|
$
|
2,673
|
|
|
$
|
—
|
|
Liabilities associated with investment properties held for sale
|
$
|
2,673
|
|
|
$
|
—
|
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date
Fair Value per
Restricted Share
|
|||
Balance as of January 1, 2018
|
496
|
|
|
$
|
14.81
|
|
Shares granted (a)
|
305
|
|
|
$
|
13.02
|
|
Shares vested
|
(256
|
)
|
|
$
|
15.32
|
|
Balance as of March 31, 2018 (b)
|
545
|
|
|
$
|
13.57
|
|
(a)
|
Shares granted vest over periods ranging from
0.9 years
to
three years
in accordance with the terms of applicable award agreements.
|
(b)
|
As of
March 31, 2018
, total unrecognized compensation expense related to unvested restricted shares was
$4,208
, which is expected to be amortized over a weighted average term of
1.6 years
.
|
|
Unvested
RSUs
|
|
Weighted Average
Grant Date
Fair Value
per RSU
|
|||
RSUs eligible for future conversion as of January 1, 2018
|
555
|
|
|
$
|
14.60
|
|
RSUs granted (a)
|
291
|
|
|
$
|
14.36
|
|
Conversion of RSUs to common stock and restricted shares (b)
|
(141
|
)
|
|
$
|
14.10
|
|
RSUs ineligible for conversion
|
(56
|
)
|
|
$
|
15.36
|
|
RSUs eligible for future conversion as of March 31, 2018 (c)
|
649
|
|
|
$
|
14.54
|
|
(a)
|
Assumptions and inputs as of the grant dates included a weighted average risk-free interest rate of
2.04%
, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s weighted average common stock dividend yield of
5.00%
. Subject to continued employment, in 2021, following the performance period which concludes on December 31, 2020, one-third of the RSUs
|
(b)
|
On February 5, 2018,
141
RSUs converted into
42
shares of common stock and
65
restricted shares that will vest on December 31, 2018, subject to continued employment through such date, after applying a conversion rate of
76%
based upon the Company’s Total Shareholder Return (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 representing the dividends that would have been paid on the earned awards during the performance period.
|
(c)
|
As of
March 31, 2018
, total unrecognized compensation expense related to unvested RSUs was
$6,294
, which is expected to be amortized over a weighted average term of
2.9 years
.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||
|
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)
|
$
|
275,450
|
|
|
5.00
|
%
|
|
4.8
|
|
$
|
287,238
|
|
|
4.99
|
%
|
|
5.2
|
Premium, net of accumulated amortization
|
962
|
|
|
|
|
|
|
1,024
|
|
|
|
|
|
||||
Discount, net of accumulated amortization
|
(569
|
)
|
|
|
|
|
|
(579
|
)
|
|
|
|
|
||||
Capitalized loan fees, net of accumulated
amortization
|
(527
|
)
|
|
|
|
|
|
(615
|
)
|
|
|
|
|
||||
Mortgages payable, net
|
$
|
275,316
|
|
|
|
|
|
|
$
|
287,068
|
|
|
|
|
|
(a)
|
The fixed rate mortgages had interest rates ranging from
3.75%
to
8.00%
as of
March 31, 2018
and
December 31, 2017
.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
3,128
|
|
|
$
|
25,257
|
|
|
$
|
3,923
|
|
|
$
|
22,820
|
|
|
$
|
157,216
|
|
|
$
|
63,106
|
|
|
$
|
275,450
|
|
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
|
3,128
|
|
|
25,257
|
|
|
3,923
|
|
|
372,820
|
|
|
157,216
|
|
|
863,106
|
|
|
1,425,450
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate term loan and
revolving line of credit
|
100,000
|
|
|
—
|
|
|
91,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191,000
|
|
|||||||
Total debt (d)
|
$
|
103,128
|
|
|
$
|
25,257
|
|
|
$
|
94,923
|
|
|
$
|
372,820
|
|
|
$
|
157,216
|
|
|
$
|
863,106
|
|
|
$
|
1,616,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
5.08
|
%
|
|
7.29
|
%
|
|
4.62
|
%
|
|
3.63
|
%
|
|
5.00
|
%
|
|
3.91
|
%
|
|
4.02
|
%
|
|||||||
Variable rate debt (e)
|
3.23
|
%
|
|
—
|
|
|
3.23
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.23
|
%
|
|||||||
Total
|
3.28
|
%
|
|
7.29
|
%
|
|
3.28
|
%
|
|
3.63
|
%
|
|
5.00
|
%
|
|
3.91
|
%
|
|
3.93
|
%
|
(a)
|
Excludes mortgage premium of
$962
and discount of
$(569)
, net of accumulated amortization, as of
March 31, 2018
.
|
(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
$(823)
, net of accumulated amortization, as of
March 31, 2018
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.1 years
as of
March 31, 2018
. Total debt excludes capitalized loan fees of
$(6,173)
, net of accumulated amortization, as of
March 31, 2018
, which are included as a reduction to the respective debt balances.
|
(e)
|
Represents interest rates as of
March 31, 2018
.
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
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
|
|
|
|
(823
|
)
|
|
|
|
(853
|
)
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(3,275
|
)
|
|
|
|
(3,399
|
)
|
|
|
||||
|
|
Total
|
|
$
|
695,902
|
|
|
|
|
$
|
695,748
|
|
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||
|
|
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
|
|
|
3.30
|
%
|
Unsecured credit facility term loan due 2018 – variable rate
|
|
May 11, 2018
|
|
100,000
|
|
|
3.23
|
%
|
|
100,000
|
|
|
2.93
|
%
|
||
Unsecured term loan due 2023 – fixed rate (b)
|
|
November 22, 2023
|
|
200,000
|
|
|
2.96
|
%
|
|
200,000
|
|
|
2.96
|
%
|
||
Subtotal
|
|
|
|
550,000
|
|
|
|
|
550,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(2,371
|
)
|
|
|
|
(2,730
|
)
|
|
|
||||
Term loans, net
|
|
|
|
$
|
547,629
|
|
|
|
|
$
|
547,270
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Revolving line of credit – variable rate (c)
|
|
January 5, 2020
|
|
$
|
91,000
|
|
|
3.23
|
%
|
|
$
|
216,000
|
|
|
2.92
|
%
|
(a)
|
$250,000
of
LIBOR
-based variable rate debt 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
March 31, 2018
and
December 31, 2017
.
|
(b)
|
$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
March 31, 2018
and
December 31, 2017
.
|
(c)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying condensed 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%
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2018 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Facility Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.20% - 1.70%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$850,000 unsecured revolving line of credit
|
|
4/22/2022
|
|
2 six month
|
|
0.075%
|
|
1.05% - 1.50%
|
0.15% - 0.30%
|
|
0.825%-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
|
|
Maturity 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
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||
Interest rate swaps
|
|
5
|
|
|
5
|
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
|
|
Fair Value
|
||||||
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
3,840
|
|
|
$
|
1,086
|
|
Derivatives in
Cash Flow
Hedging
Relationships
|
|
Amount of Gain
Recognized in Other
Comprehensive Income
on Derivative
|
|
Location of Loss
Reclassified from
Accumulated Other
Comprehensive Income
(AOCI) into Income
|
|
Amount of Loss
Reclassified from
AOCI into Income
|
|
Total Interest Expense
Presented in the Results
of Operations in which
the Effects of Cash Flow
Hedges are Recorded
|
||||||
|
|
2018
|
|
|
|
2018
|
|
2018
|
||||||
Interest rate swaps
|
|
$
|
(2,667
|
)
|
|
Interest expense
|
|
$
|
87
|
|
|
$
|
18,765
|
|
Derivatives in
Cash Flow
Hedging
Relationships
|
|
Amount of Gain
Recognized in
Other Comprehensive
Income on Derivative
(Effective Portion)
|
|
Location of Loss
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Amount of Loss
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Location of Loss
Recognized in
Income on Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
|
|
Amount of Loss
Recognized in Income
on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
||||||
|
|
2017
|
|
|
|
2017
|
|
|
|
2017
|
||||||
Interest rate swaps
|
|
$
|
(472
|
)
|
|
Interest expense
|
|
$
|
160
|
|
|
Other income, net
|
|
$
|
6
|
|
|
Three Months Ended March 31,
|
|
||||||
|
2018
|
|
2017
|
|
||||
Numerator:
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
7,261
|
|
|
$
|
(50,264
|
)
|
|
Gain on sales of investment properties
|
34,519
|
|
|
41,164
|
|
|
||
Preferred stock dividends
|
—
|
|
|
(2,362
|
)
|
|
||
Net income (loss) attributable to common shareholders
|
41,780
|
|
|
(11,462
|
)
|
|
||
Earnings allocated to unvested restricted shares
|
(96
|
)
|
|
(90
|
)
|
|
||
Net income (loss) attributable to common shareholders excluding
amounts attributable to unvested restricted shares
|
$
|
41,684
|
|
|
$
|
(11,552
|
)
|
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Denominator for earnings (loss) per common share – basic:
|
|
|
|
|
||||
Weighted average number of common shares outstanding
|
218,849
|
|
(a)
|
236,294
|
|
(b)
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Stock options
|
—
|
|
(c)
|
—
|
|
(c)
|
||
RSUs
|
554
|
|
(d)
|
—
|
|
(e)
|
||
Denominator for earnings (loss) per common share – diluted:
|
|
|
|
|
||||
Weighted average number of common and common equivalent shares outstanding
|
219,403
|
|
|
236,294
|
|
|
(a)
|
Excludes
545
shares of unvested restricted common stock as of
March 31, 2018
, which equate to
573
on a weighted average basis for the three months ended
March 31, 2018
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excludes
534
shares of unvested restricted common stock as of
March 31, 2017
, which equate to
565
on a weighted average basis for the three months ended
March 31, 2017
. 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)
|
There were outstanding options to purchase
38
and
41
shares of common stock as of
March 31, 2018
and
2017
, respectively, at a weighted average exercise price of
$18.85
and
$19.25
, respectively. Of these totals, outstanding options to purchase
38
and
41
shares of common stock as of
March 31, 2018
and
2017
, respectively, at a weighted average exercise price of
$18.85
and
$19.25
, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
|
(d)
|
As of
March 31, 2018
, there were
649
RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to
686
RSUs on a weighted average basis for the three months ended
March 31, 2018
. These contingently issuable shares are a component of calculating diluted EPS.
|
(e)
|
As of
March 31, 2017
, there were
644
RSUs eligible for future conversion upon completion of the performance periods, which equate to
638
RSUs on a weighted average basis for the three months ended
March 31, 2017
. These contingently issuable shares are a component of calculating diluted EPS.
|
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||
Number of properties for which indicators of impairment were identified
|
|
4
|
|
(a)
|
8
|
|
(b)
|
Less: number of properties for which an impairment charge was recorded
|
|
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
|
|
—
|
|
|
4
|
|
|
Remaining properties for which indicators of impairment were identified but no impairment
charge was considered necessary
|
|
2
|
|
|
4
|
|
|
|
|
|
|
|
|
||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (c)
|
|
39
|
%
|
|
17
|
%
|
|
(a)
|
Includes
one
property which was sold subsequent to
March 31, 2018
.
|
(b)
|
Includes
five
properties which have subsequently been sold as of
March 31, 2018
.
|
(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 based upon the terms and conditions of an executed sales contract. This property is classified as held for sale as of
March 31, 2018
.
|
(b)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on April 19, 2018.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
3,840
|
|
|
$
|
3,840
|
|
|
$
|
1,086
|
|
|
$
|
1,086
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
275,316
|
|
|
$
|
282,063
|
|
|
$
|
287,068
|
|
|
$
|
298,635
|
|
Unsecured notes payable, net
|
$
|
695,902
|
|
|
$
|
679,372
|
|
|
$
|
695,748
|
|
|
$
|
693,823
|
|
Unsecured term loans, net
|
$
|
547,629
|
|
|
$
|
552,364
|
|
|
$
|
547,270
|
|
|
$
|
552,555
|
|
Unsecured revolving line of credit
|
$
|
91,000
|
|
|
$
|
91,247
|
|
|
$
|
216,000
|
|
|
$
|
216,222
|
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
3,840
|
|
|
$
|
—
|
|
|
$
|
3,840
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
1,086
|
|
|
$
|
—
|
|
|
$
|
1,086
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment (a)
|
||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment property
|
$
|
—
|
|
|
$
|
1,600
|
|
(b)
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
200
|
|
Investment property –
held for sale
|
$
|
—
|
|
|
$
|
68,650
|
|
(c)
|
$
|
—
|
|
|
$
|
68,650
|
|
|
$
|
392
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
74,250
|
|
(d)
|
$
|
—
|
|
|
$
|
74,250
|
|
|
$
|
50,077
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to
March 31, 2018
and
December 31, 2017
, respectively.
|
(b)
|
Represents the fair value of the Company’s CVS Pharmacy – Lawton, OK investment property as of March 31, 2018, the date the asset was measured at fair value. The estimated fair value of CVS Pharmacy – Lawton, OK was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input.
|
(c)
|
Represents the fair value of the Company’s Schaumburg Towers investment property. The estimated fair value of Schaumburg Towers was based on an expected sales price of
$86,600
from an executed sales contract, determined to be a Level 2 input, which contemplates historically deferred maintenance and capital requirements. The estimated fair value of
$68,650
as of March 31, 2018, the date the asset was measured at fair value, reflects (i) estimated closing costs and (ii) tenant-related costs expected to be credited to the buyer at close.
|
(d)
|
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, was based upon the expected sales price for an executed sales contract and determined to be a Level 2 input.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
282,063
|
|
|
$
|
282,063
|
|
Unsecured notes payable, net
|
$
|
236,818
|
|
|
$
|
—
|
|
|
$
|
442,554
|
|
|
$
|
679,372
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552,364
|
|
|
$
|
552,364
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,247
|
|
|
$
|
91,247
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
•
|
entered into its fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating
$1,100,000
. In conjunction with the execution of the amended and restated credit agreement, the Company repaid the unsecured term loan due 2018 under the Unsecured Credit Facility that had an outstanding balance of
$100,000
as of March 31, 2018. See Note 8 to the condensed consolidated financial statements for further details;
|
•
|
closed on the disposition of CVS Pharmacy – Lawton, OK, a
10,900
square foot single-user retail operating property located in Lawton, Oklahoma, for a sales price of
$1,600
with no anticipated gain on sale or additional impairment due to previously recognized impairment charges; and
|
•
|
declared the cash dividend for the second quarter of
2018
of
$0.165625
per share on its outstanding Class A common stock, which will be paid on July 10, 2018 to Class A common shareholders of record at the close of business on June 26, 2018.
|
•
|
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 real estate investment trust (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
|
|
|
92.5
|
%
|
|
93.8
|
%
|
Power centers
|
|
29
|
|
|
6,892
|
|
|
93.7
|
%
|
|
95.0
|
%
|
Lifestyle centers and mixed-use properties
|
|
15
|
|
|
3,796
|
|
|
91.5
|
%
|
|
93.6
|
%
|
Total multi-tenant retail
|
|
102
|
|
|
19,106
|
|
|
92.8
|
%
|
|
94.2
|
%
|
Single-user retail
|
|
4
|
|
|
366
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total operating portfolio (b)
|
|
106
|
|
|
19,472
|
|
|
92.9
|
%
|
|
94.3
|
%
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes Schaumburg Towers, which is classified as held for sale as of
March 31, 2018
.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
January 19, 2018
|
|
Crown Theater
|
|
Single-user retail
|
|
74,200
|
|
|
$
|
6,900
|
|
February 15, 2018
|
|
Cranberry Square
|
|
Multi-tenant retail
|
|
195,200
|
|
|
23,500
|
|
|
March 7, 2018
|
|
Rite Aid Store (Eckerd) – Crossville, TN
|
|
Single-user retail
|
|
13,800
|
|
|
1,800
|
|
|
March 20, 2018
|
|
Home Depot Plaza
|
|
Multi-tenant retail
|
|
135,600
|
|
|
16,250
|
|
|
March 21, 2018
|
|
Governor's Marketplace
|
|
Multi-tenant retail
|
|
243,100
|
|
|
23,500
|
|
|
March 28, 2018
|
|
Stony Creek I & Stony Creek II
|
|
Multi-tenant retail
|
|
204,800
|
|
|
32,800
|
|
|
|
|
|
|
|
|
866,700
|
|
|
$
|
104,750
|
|
Property Type/Market
|
|
Number of
Properties
|
|
Annualized
Base Rent
(ABR) (a)
|
|
% of Total
Multi-Tenant
Retail ABR (a)
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
(in thousands) (a)
|
|
% of Total
Multi-Tenant
Retail GLA (a)
|
|
Occupancy
|
|
% Leased
Including
Signed
|
||||||||||
Multi-Tenant Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Top 25 MSAs (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas
|
|
19
|
|
|
$
|
82,941
|
|
|
24.7
|
%
|
|
$
|
22.28
|
|
|
3,938
|
|
|
20.6
|
%
|
|
94.5
|
%
|
|
94.8
|
%
|
New York
|
|
9
|
|
|
35,005
|
|
|
10.4
|
%
|
|
28.37
|
|
|
1,292
|
|
|
6.8
|
%
|
|
95.5
|
%
|
|
96.0
|
%
|
||
Washington, D.C.
|
|
8
|
|
|
33,423
|
|
|
10.0
|
%
|
|
27.12
|
|
|
1,384
|
|
|
7.2
|
%
|
|
89.0
|
%
|
|
94.5
|
%
|
||
Chicago
|
|
8
|
|
|
28,272
|
|
|
8.4
|
%
|
|
22.97
|
|
|
1,358
|
|
|
7.1
|
%
|
|
90.6
|
%
|
|
91.8
|
%
|
||
Seattle
|
|
8
|
|
|
20,985
|
|
|
6.3
|
%
|
|
15.48
|
|
|
1,477
|
|
|
7.7
|
%
|
|
91.7
|
%
|
|
92.5
|
%
|
||
Atlanta
|
|
9
|
|
|
18,614
|
|
|
5.6
|
%
|
|
13.46
|
|
|
1,513
|
|
|
7.9
|
%
|
|
91.4
|
%
|
|
93.4
|
%
|
||
Houston
|
|
9
|
|
|
15,263
|
|
|
4.5
|
%
|
|
14.37
|
|
|
1,140
|
|
|
6.0
|
%
|
|
93.1
|
%
|
|
95.3
|
%
|
||
Baltimore
|
|
4
|
|
|
13,396
|
|
|
4.0
|
%
|
|
16.81
|
|
|
865
|
|
|
4.5
|
%
|
|
92.2
|
%
|
|
92.9
|
%
|
||
San Antonio
|
|
3
|
|
|
12,517
|
|
|
3.7
|
%
|
|
17.50
|
|
|
722
|
|
|
3.8
|
%
|
|
99.2
|
%
|
|
100.0
|
%
|
||
Phoenix
|
|
3
|
|
|
10,078
|
|
|
3.0
|
%
|
|
17.39
|
|
|
632
|
|
|
3.3
|
%
|
|
91.7
|
%
|
|
93.6
|
%
|
||
Los Angeles
|
|
1
|
|
|
5,272
|
|
|
1.6
|
%
|
|
28.17
|
|
|
255
|
|
|
1.3
|
%
|
|
73.4
|
%
|
|
73.4
|
%
|
||
Riverside
|
|
1
|
|
|
4,598
|
|
|
1.4
|
%
|
|
15.72
|
|
|
292
|
|
|
1.5
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||
St. Louis
|
|
1
|
|
|
4,106
|
|
|
1.2
|
%
|
|
9.61
|
|
|
453
|
|
|
2.4
|
%
|
|
94.3
|
%
|
|
94.3
|
%
|
||
Charlotte
|
|
1
|
|
|
3,378
|
|
|
1.0
|
%
|
|
11.70
|
|
|
320
|
|
|
1.7
|
%
|
|
90.3
|
%
|
|
96.2
|
%
|
||
Tampa
|
|
1
|
|
|
2,379
|
|
|
0.7
|
%
|
|
19.52
|
|
|
126
|
|
|
0.7
|
%
|
|
97.0
|
%
|
|
97.0
|
%
|
||
Subtotal
|
|
85
|
|
|
290,227
|
|
|
86.5
|
%
|
|
19.84
|
|
|
15,767
|
|
|
82.5
|
%
|
|
92.8
|
%
|
|
94.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Top 25 MSAs (b)
|
|
17
|
|
|
45,354
|
|
|
13.5
|
%
|
|
14.67
|
|
|
3,339
|
|
|
17.5
|
%
|
|
92.6
|
%
|
|
94.3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
102
|
|
|
335,581
|
|
|
100.0
|
%
|
|
18.94
|
|
|
19,106
|
|
|
100.0
|
%
|
|
92.8
|
%
|
|
94.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
4
|
|
|
9,104
|
|
|
|
|
24.86
|
|
|
366
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Portfolio (c)
|
|
106
|
|
|
$
|
344,685
|
|
|
|
|
$
|
19.06
|
|
|
19,472
|
|
|
|
|
92.9
|
%
|
|
94.3
|
%
|
(a)
|
Excludes $11,415 of multi-tenant retail ABR and 1,114 square feet of multi-tenant retail GLA attributable to (i) our one active redevelopment, (ii) one property where we have begun activities in anticipation of future redevelopment and (iii) the redevelopment portion of Circle East, formerly known as Towson Circle, which has been combined with our neighboring retail operating property formerly known as Towson Square, which are located in the Washington, D.C. and Baltimore metropolitan statistical areas (MSAs). Including these amounts, 86.9% of our multi-tenant retail ABR and 83.5% 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 (i) Schaumburg Towers, which is classified as held for sale as of
March 31, 2018
, and (ii) 15 residential units.
|
|
|
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
|
|
80
|
|
|
523
|
|
|
$
|
21.86
|
|
|
$
|
20.71
|
|
|
5.6
|
%
|
|
4.2
|
|
|
$
|
2.41
|
|
Comparable New Leases
|
|
5
|
|
|
14
|
|
|
$
|
35.28
|
|
|
$
|
26.90
|
|
|
31.2
|
%
|
|
8.8
|
|
|
$
|
58.08
|
|
Non-Comparable New and
Renewal Leases (b)
|
|
12
|
|
|
100
|
|
|
$
|
15.10
|
|
|
N/A
|
|
|
N/A
|
|
|
6.9
|
|
|
$
|
54.54
|
|
|
Total
|
|
97
|
|
|
637
|
|
|
$
|
22.22
|
|
|
$
|
20.88
|
|
|
6.4
|
%
|
|
4.7
|
|
|
$
|
11.82
|
|
(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.
|
•
|
repaid $125,000, net of borrowings, on our unsecured revolving line of credit; and
|
•
|
repaid a $10,750 mortgage payable and made scheduled principal payments of $1,038 related to amortizing loans.
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
94,455
|
|
|
$
|
109,974
|
|
|
$
|
(15,519
|
)
|
Tenant recovery income
|
28,090
|
|
|
30,786
|
|
|
(2,696
|
)
|
|||
Other property income
|
2,297
|
|
|
2,933
|
|
|
(636
|
)
|
|||
Total revenues
|
124,842
|
|
|
143,693
|
|
|
(18,851
|
)
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
20,255
|
|
|
21,864
|
|
|
(1,609
|
)
|
|||
Real estate taxes
|
20,468
|
|
|
21,879
|
|
|
(1,411
|
)
|
|||
Depreciation and amortization
|
45,228
|
|
|
53,474
|
|
|
(8,246
|
)
|
|||
Provision for impairment of investment properties
|
592
|
|
|
—
|
|
|
592
|
|
|||
General and administrative expenses
|
12,495
|
|
|
11,213
|
|
|
1,282
|
|
|||
Total expenses
|
99,038
|
|
|
108,430
|
|
|
(9,392
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
25,804
|
|
|
35,263
|
|
|
(9,459
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(18,765
|
)
|
|
(85,532
|
)
|
|
66,767
|
|
|||
Other income, net
|
222
|
|
|
5
|
|
|
217
|
|
|||
Income (loss) from continuing operations
|
7,261
|
|
|
(50,264
|
)
|
|
57,525
|
|
|||
Gain on sales of investment properties
|
34,519
|
|
|
41,164
|
|
|
(6,645
|
)
|
|||
Net income (loss)
|
41,780
|
|
|
(9,100
|
)
|
|
50,880
|
|
|||
Preferred stock dividends
|
—
|
|
|
(2,362
|
)
|
|
2,362
|
|
|||
Net income (loss) attributable to common shareholders
|
$
|
41,780
|
|
|
$
|
(11,462
|
)
|
|
$
|
53,242
|
|
•
|
a $66,767 decrease in interest expense primarily consisting of:
|
•
|
a $61,278 decrease in prepayment penalties and defeasance premiums and a $4,105 decrease in capitalized loan fee write-offs primarily related to the defeasance of the IW JV portfolio of mortgages payable during the three months ended March 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; and
|
•
|
a $1,426 decrease in interest on mortgages payable due to a reduction in mortgage debt;
|
•
|
an $8,246 decrease in depreciation and amortization primarily due to the investment properties sold during 2017; and
|
•
|
a $2,362 decrease in preferred stock dividends due to the redemption of our 7.00% Series A cumulative redeemable preferred stock on December 20, 2017;
|
•
|
a $15,519 decrease in rental income primarily consisting of a $17,076 decrease in base rent, which resulted from the operating properties sold during 2017 and 2018 along with our redevelopments, partially offset by an increase from the operating properties acquired during 2017 and growth from our same store portfolio; and
|
•
|
a $6,645 decrease in gain on sales of investment properties related to the sales of seven investment properties, representing approximately 866,700 square feet of GLA, and the sale of air rights at Circle East during the three months ended
March 31, 2018
compared to the sales of six investment properties and a single-user parcel at an existing multi-tenant retail operating property, representing approximately 620,100 square feet of GLA, during the three months ended
March 31, 2017
.
|
•
|
the addition of seven same store investment properties acquired prior to January 1, 2017;
|
•
|
the removal of six same store investment properties sold during the three months ended
March 31, 2018
.
|
•
|
properties acquired after December 31, 2016;
|
•
|
Schaumburg Towers, which is classified as held for sale as of March 31, 2018;
|
•
|
two properties where we have begun redevelopment and/or activities in anticipation of future redevelopment and the redevelopment portion of Circle East;
|
•
|
properties that were sold or held for sale in 2017 and 2018; and
|
•
|
the net income from our wholly-owned captive insurance company.
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Net income (loss) attributable to common shareholders
|
$
|
41,780
|
|
|
$
|
(11,462
|
)
|
|
$
|
53,242
|
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
—
|
|
|
2,362
|
|
|
(2,362
|
)
|
|||
Gain on sales of investment properties
|
(34,519
|
)
|
|
(41,164
|
)
|
|
6,645
|
|
|||
Depreciation and amortization
|
45,228
|
|
|
53,474
|
|
|
(8,246
|
)
|
|||
Provision for impairment of investment properties
|
592
|
|
|
—
|
|
|
592
|
|
|||
General and administrative expenses
|
12,495
|
|
|
11,213
|
|
|
1,282
|
|
|||
Interest expense
|
18,765
|
|
|
85,532
|
|
|
(66,767
|
)
|
|||
Straight-line rental income, net
|
(2,479
|
)
|
|
(341
|
)
|
|
(2,138
|
)
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(854
|
)
|
|
(731
|
)
|
|
(123
|
)
|
|||
Amortization of lease inducements
|
241
|
|
|
323
|
|
|
(82
|
)
|
|||
Lease termination fees
|
(1,019
|
)
|
|
(1,612
|
)
|
|
593
|
|
|||
Straight-line ground rent expense
|
666
|
|
|
686
|
|
|
(20
|
)
|
|||
Amortization of acquired ground lease intangibles
|
(140
|
)
|
|
(140
|
)
|
|
—
|
|
|||
Other income, net
|
(222
|
)
|
|
(5
|
)
|
|
(217
|
)
|
|||
NOI
|
80,534
|
|
|
98,135
|
|
|
(17,601
|
)
|
|||
NOI from Other Investment Properties
|
(3,737
|
)
|
|
(22,495
|
)
|
|
18,758
|
|
|||
Same Store NOI
|
$
|
76,797
|
|
|
$
|
75,640
|
|
|
$
|
1,157
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
82,186
|
|
|
$
|
81,309
|
|
|
$
|
877
|
|
Percentage and specialty rent
|
1,095
|
|
|
1,407
|
|
|
(312
|
)
|
|||
Tenant recovery income
|
26,150
|
|
|
24,460
|
|
|
1,690
|
|
|||
Other property operating income
|
1,150
|
|
|
948
|
|
|
202
|
|
|||
|
110,581
|
|
|
108,124
|
|
|
2,457
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
15,327
|
|
|
15,204
|
|
|
123
|
|
|||
Bad debt expense
|
498
|
|
|
657
|
|
|
(159
|
)
|
|||
Real estate taxes
|
17,959
|
|
|
16,623
|
|
|
1,336
|
|
|||
|
33,784
|
|
|
32,484
|
|
|
1,300
|
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
76,797
|
|
|
$
|
75,640
|
|
|
$
|
1,157
|
|
•
|
base rent increased $877 primarily due to an increase of $619 from contractual rent changes and $454 from re-leasing spreads, partially offset by $131 from higher rent abatements; and
|
•
|
property operating expenses and real estate taxes, net of tenant recovery income, decreased $231 primarily due to decreases in certain non-recoverable property operating expenses, partially offset by higher net recoverable property operating expenses and real estate taxes along with lower net real estate tax refunds in 2018.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss) attributable to common shareholders
|
$
|
41,780
|
|
|
$
|
(11,462
|
)
|
Depreciation and amortization of depreciable real estate
|
44,950
|
|
|
53,079
|
|
||
Provision for impairment of investment properties
|
592
|
|
|
—
|
|
||
Gain on sales of depreciable investment properties
|
(32,340
|
)
|
|
(41,164
|
)
|
||
FFO attributable to common shareholders
|
$
|
54,982
|
|
|
$
|
453
|
|
|
|
|
|
||||
FFO attributable to common shareholders per common share outstanding – diluted
|
$
|
0.25
|
|
|
$
|
0.00
|
|
|
|
|
|
||||
FFO attributable to common shareholders
|
$
|
54,982
|
|
|
$
|
453
|
|
Impact on earnings from the early extinguishment of debt, net
|
1,028
|
|
|
66,357
|
|
||
Provision for hedge ineffectiveness
|
—
|
|
|
6
|
|
||
Gain on sale of non-depreciable investment property
|
(2,179
|
)
|
|
—
|
|
||
Impact on earnings from executive separation (a)
|
1,737
|
|
|
—
|
|
||
Other (b)
|
207
|
|
|
130
|
|
||
Operating FFO attributable to common shareholders
|
$
|
55,775
|
|
|
$
|
66,946
|
|
|
|
|
|
||||
Operating FFO attributable to common shareholders per common share outstanding – diluted
|
$
|
0.25
|
|
|
$
|
0.28
|
|
(a)
|
Reflected as an increase to “General and administrative expenses” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
|
(b)
|
Primarily consists of the impact on earnings from litigation involving the Company, including actual or anticipated settlement and associated legal costs, which are included in “Other income, net” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
|
|
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)
|
|
$
|
275,450
|
|
|
5.00
|
%
|
|
Various
|
|
4.8 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
3.3 years
|
|
Senior notes – 4.58% due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
6.3 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
7.0 years
|
|
Senior notes – 4.08% due 2026
|
|
100,000
|
|
|
4.08
|
%
|
|
September 30, 2026
|
|
8.5 years
|
|
Senior notes – 4.24% due 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
December 28, 2028
|
|
10.8 years
|
|
Total unsecured notes payable (a)
|
|
700,000
|
|
|
4.19
|
%
|
|
|
|
7.0 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility (b):
|
|
|
|
|
|
|
|
|
|||
Term loan due 2021 – fixed rate (c)
|
|
250,000
|
|
|
3.30
|
%
|
|
January 5, 2021
|
|
2.8 years
|
|
Term loan due 2018 – variable rate
|
|
100,000
|
|
|
3.23
|
%
|
|
May 11, 2018 (d)
|
|
0.1 years
|
|
Revolving line of credit – variable rate
|
|
91,000
|
|
|
3.23
|
%
|
|
January 5, 2020 (d)
|
|
1.8 years
|
|
Total unsecured credit facility (a)
|
|
441,000
|
|
|
3.27
|
%
|
|
|
|
2.0 years
|
|
|
|
|
|
|
|
|
|
|
|||
Term Loan Due 2023 – fixed rate (a) (e)
|
|
200,000
|
|
|
2.96
|
%
|
|
November 22, 2023
|
|
5.6 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness
|
|
$
|
1,616,450
|
|
|
3.93
|
%
|
|
|
|
5.1 years
|
(a)
|
Fixed rate mortgages payable excludes mortgage premium of
$962
, discount of
$(569)
and capitalized loan fees of
$(527)
, net of accumulated amortization, as of
March 31, 2018
. Unsecured notes payable excludes discount of
$(823)
and capitalized loan fees of
$(3,275)
, net of accumulated amortization, as of
March 31, 2018
. Term loans exclude capitalized loan fees of
$(2,371)
, net of accumulated amortization, as of
March 31, 2018
. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
|
(b)
|
Subsequent to March 31, 2018, we entered into our fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000. See Note 8 to the accompanying condensed consolidated financial statements for further details.
|
(c)
|
Reflects $250,000 of London Interbank Offered Rate (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
March 31, 2018
.
|
(d)
|
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.
|
(e)
|
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
March 31, 2018
.
|
|
|
|
|
|
|
|
|
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%
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
2018 Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Facility Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.20% - 1.70%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$850,000 unsecured revolving line of credit
|
|
4/22/2022
|
|
2 six month
|
|
0.075%
|
|
1.05% - 1.50%
|
0.15% - 0.30%
|
|
0.825%-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)
|
$
|
3,128
|
|
|
$
|
25,257
|
|
|
$
|
3,923
|
|
|
$
|
22,820
|
|
|
$
|
157,216
|
|
|
$
|
63,106
|
|
|
$
|
275,450
|
|
|
$
|
282,063
|
|
Fixed rate term loans (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
450,000
|
|
|
452,322
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
—
|
|
|
600,000
|
|
|
700,000
|
|
|
679,372
|
|
||||||||
Total fixed rate debt
|
3,128
|
|
|
25,257
|
|
|
3,923
|
|
|
372,820
|
|
|
157,216
|
|
|
863,106
|
|
|
1,425,450
|
|
|
1,413,757
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate term loan and
revolving line of credit
|
100,000
|
|
|
—
|
|
|
91,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191,000
|
|
|
191,289
|
|
||||||||
Total debt (d)
|
$
|
103,128
|
|
|
$
|
25,257
|
|
|
$
|
94,923
|
|
|
$
|
372,820
|
|
|
$
|
157,216
|
|
|
$
|
863,106
|
|
|
$
|
1,616,450
|
|
|
$
|
1,605,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
5.08
|
%
|
|
7.29
|
%
|
|
4.62
|
%
|
|
3.63
|
%
|
|
5.00
|
%
|
|
3.91
|
%
|
|
4.02
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
3.23
|
%
|
|
—
|
|
|
3.23
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.23
|
%
|
|
|
|||||||||
Total
|
3.28
|
%
|
|
7.29
|
%
|
|
3.28
|
%
|
|
3.63
|
%
|
|
5.00
|
%
|
|
3.91
|
%
|
|
3.93
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$962
and discount of
$(569)
, net of accumulated amortization, as of
March 31, 2018
.
|
(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
$(823)
, net of accumulated amortization, as of
March 31, 2018
.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was
5.1 years
as of
March 31, 2018
. Total debt excludes capitalized loan fees of
$(6,173)
, net of accumulated amortization, as of
March 31, 2018
, which are included as a reduction to the respective debt balances.
|
(e)
|
Represents interest rates as of
March 31, 2018
.
|
|
|
Number of
Properties Sold (a)
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (b)
|
|
Debt
Extinguished
|
|
||||||||
2018 Dispositions (through March 31, 2018)
|
|
7
|
|
|
866,700
|
|
|
$
|
104,750
|
|
|
$
|
100,225
|
|
|
$
|
10,750
|
|
|
2017 Dispositions
|
|
47
|
|
|
5,810,700
|
|
|
$
|
917,808
|
|
|
$
|
896,301
|
|
|
$
|
27,353
|
|
(c)
|
(a)
|
2018 dispositions include the disposition of Crown Theater, which was classified as held for sale as of December 31, 2017. 2017 dispositions include the dispositions of CVS Pharmacy – Sylacauga, AL and Century III Plaza, including the Home Depot parcel, both of which were classified as held for sale as of December 31, 2016.
|
(b)
|
Represents total consideration net of transaction costs. 2017 dispositions include proceeds of $54,087, which were temporarily restricted related to potential Internal Revenue Code Section 1031 tax-deferred exchanges (1031 Exchanges) as of December 31, 2017.
|
(c)
|
Excludes $214,505 of mortgages payable repayments or defeasances completed prior to disposition of the respective property for the year ended December 31, 2017.
|
|
|
Number of
Assets Acquired
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Mortgage
Debt
|
||||||
2017 Acquisitions (a)
|
|
10
|
|
|
443,800
|
|
|
$
|
202,915
|
|
|
$
|
—
|
|
(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.
|
|
|
Three Months Ended March 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
34,165
|
|
|
$
|
61,179
|
|
|
$
|
(27,014
|
)
|
Net cash provided by (used in) investing activities
|
|
97,674
|
|
|
(3,267
|
)
|
|
100,941
|
|
|||
Net cash used in financing activities
|
|
(175,443
|
)
|
|
(28,202
|
)
|
|
(147,241
|
)
|
|||
(Decrease) increase in cash, cash equivalents and restricted cash
|
|
(43,604
|
)
|
|
29,710
|
|
|
(73,314
|
)
|
|||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
86,335
|
|
|
82,349
|
|
|
|
||||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
42,731
|
|
|
$
|
112,059
|
|
|
|
•
|
a $17,601 decrease in NOI, consisting of a decrease in NOI from properties that were sold or held for sale in 2017 and 2018 and other properties not included in our same store portfolio of $18,758, partially offset by an increase in Same Store NOI of $1,157; and
|
•
|
ordinary course fluctuations in working capital accounts;
|
•
|
an $1,873 decrease in cash bonuses paid; and
|
•
|
a $922 decrease in cash paid for interest, excluding debt prepayment fees.
|
•
|
a $93,752 decrease in cash paid to purchase investment properties;
|
•
|
a $7,687 increase in proceeds from the sales of investment properties; and
|
•
|
a $740 decrease in capital expenditures and tenant improvements;
|
•
|
a $1,238 increase in investment in developments in progress.
|
•
|
a $402,000 decrease in net proceeds from our unsecured revolving line of credit; and
|
•
|
a $200,000 decrease in proceeds from the issuance of unsecured term loans related to the funding of the Term Loan Due 2023 in January 2017;
|
•
|
the $439,403 purchase of U.S. Treasury securities in connection with defeasance of the IW JV portfolio of mortgages payable during the
three
months ended
March 31, 2017
;
|
•
|
an $8,800 decrease in principal payments on mortgages payable;
|
•
|
a $5,273 decrease in distributions paid as a result of a decrease in common shares outstanding due to the repurchase of common shares through our share repurchase program during 2017 and the redemption of our 7.00% Series A cumulative preferred stock in December 2017; and
|
•
|
a $1,310 decrease in debt prepayment fees.
|
•
|
entered into our fifth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000. In conjunction with the execution of the amended and restated credit agreement, we repaid the unsecured term loan due 2018 under the Unsecured Credit Facility that had an outstanding balance of $100,000 as of March 31, 2018. See Note 8 to the accompanying condensed consolidated financial statements for further details;
|
•
|
closed on the disposition of CVS Pharmacy – Lawton, OK, a 10,900 square foot single-user retail operating property located in Lawton, Oklahoma, for a sales price of $1,600 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges; and
|
•
|
declared the cash dividend for the second quarter of 2018 of $0.165625 per share on our outstanding Class A common stock, which will be paid on July 10, 2018 to Class A common shareholders of record at the close of business on June 26, 2018.
|
|
|
Notional
Amount
|
|
Maturity Date
|
|
Fair Value of
Derivative Asset
|
||||
Fixed rate portion of Unsecured Credit Facility
|
|
$
|
250,000
|
|
|
January 5, 2021
|
|
$
|
2,838
|
|
Term Loan Due 2023
|
|
200,000
|
|
|
November 22, 2018
|
|
1,002
|
|
||
|
|
$
|
450,000
|
|
|
|
|
$
|
3,840
|
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
Issuer Purchases of Equity Securities
|
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)
|
||||||
January 1, 2018 to January 31, 2018
|
|
19
|
|
|
$
|
13.01
|
|
|
—
|
|
|
$
|
264,057
|
|
February 1, 2018 to February 28, 2018
|
|
75
|
|
|
$
|
12.07
|
|
|
—
|
|
|
$
|
264,057
|
|
March 1, 2018 to March 31, 2018
|
|
18
|
|
|
$
|
11.94
|
|
|
—
|
|
|
$
|
264,057
|
|
Total
|
|
112
|
|
|
$
|
12.21
|
|
|
—
|
|
|
$
|
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.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
|
10.2
|
|
|
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) Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, (ii) Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three-Month Periods Ended March 31, 2018 and 2017, (iii) Condensed Consolidated Statements of Equity for the Three-Month Periods Ended March 31, 2018 and 2017, (iv) Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 2018 and 2017, and (v) Notes to Condensed Consolidated Financial Statements.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
May 2, 2018
|
|
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer and
|
|
Principal Accounting Officer)
|
Date:
|
May 2, 2018
|
EMPLOYEE
|
|
RETAIL PROPERTIES OF
AMERICA, INC.
|
||
/s/ PAULA C. MAGGIO
|
|
By:
|
/s/ STEVEN P. GRIMES
|
|
Paula C. Maggio
|
|
|
Steven P. Grimes
|
|
|
|
|
|
President & Chief Executive Officer
|
Date:
|
March 14, 2018
|
|
Date:
|
3/14/18
|
|
|
Page
|
|
|
|
|
|
|
|
ARTICLE I. DEFINITIONS ..............................................................................................................
|
1
|
|
||
|
|
|
|
|
ARTICLE II. THE CREDIT ..............................................................................................................
|
23
|
|
||
|
2.1.
|
Advances....................................................................................................................
|
23
|
|
|
2.2.
|
Ratable and Non Ratable Advances...........................................................................
|
26
|
|
|
2.3.
|
Final Principal Payment.............................................................................................
|
26
|
|
|
2.4.
|
[Reserved]..................................................................................................................
|
26
|
|
|
2.5.
|
Facility Fee.................................................................................................................
|
26
|
|
|
2.6.
|
Other Fees..................................................................................................................
|
26
|
|
|
2.7.
|
Minimum Amount of Each Advance..........................................................................
|
26
|
|
|
2.8.
|
Principal Payments.....................................................................................................
|
26
|
|
|
2.9.
|
Method of Selecting Classes and Types and Interest Periods for New Advances.....
|
27
|
|
|
2.10.
|
Conversion and Continuation of Outstanding Advances...........................................
|
28
|
|
|
2.11.
|
Changes in Interest Rate, Etc.....................................................................................
|
28
|
|
|
2.12.
|
Rates Applicable After Default..................................................................................
|
29
|
|
|
2.13.
|
Method of Payment....................................................................................................
|
29
|
|
|
2.14.
|
Notes; Telephonic Notices..........................................................................................
|
29
|
|
|
2.15.
|
Interest Payment Dates; Interest and Fee Basis.........................................................
|
30
|
|
|
2.16.
|
Swingline Advances...................................................................................................
|
30
|
|
|
2.17.
|
Notification of Advances, Interest Rates and Prepayments.......................................
|
31
|
|
|
2.18.
|
Lending Installations..................................................................................................
|
31
|
|
|
2.19.
|
Non-Receipt of Funds by the Administrative Agent..................................................
|
31
|
|
|
2.20.
|
Replacement of Lenders under Certain Circumstances.............................................
|
31
|
|
|
2.21.
|
Usury..........................................................................................................................
|
32
|
|
|
2.22.
|
Termination or Increase in Commitments; Additional Term Loans...........................
|
32
|
|
|
2.23.
|
Pro Rata Treatment.....................................................................................................
|
33
|
|
|
|
|
|
|
ARTICLE IIA LETTER OF CREDIT SUBFACILITY ..................................................................
|
34
|
|
||
|
2A.1
|
Obligation to Issue.....................................................................................................
|
34
|
|
|
2A.2
|
Types and Amounts....................................................................................................
|
34
|
|
|
2A.3
|
Conditions..................................................................................................................
|
35
|
|
|
2A.4
|
Procedure for Issuance of Facility Letters of Credit..................................................
|
35
|
|
|
2A.5
|
Reimbursement Obligations; Duties of Issuing Bank................................................
|
36
|
|
|
2A.6
|
Participation...............................................................................................................
|
37
|
|
|
2A.7
|
Payment of Reimbursement Obligations...................................................................
|
38
|
|
|
2A.8
|
Compensation for Facility Letters of Credit..............................................................
|
38
|
|
|
2A.9
|
Letter of Credit Collateral Account............................................................................
|
39
|
|
|
|
|
|
|
ARTICLE III. CHANGE IN CIRCUMSTANCES ..........................................................................
|
39
|
|
||
|
3.1.
|
Yield Protection..........................................................................................................
|
39
|
|
|
3.2.
|
Changes in Capital Adequacy Regulations................................................................
|
40
|
|
|
3.3.
|
Availability of Types of Advances; Inability to Determine Rates..............................
|
41
|
|
|
3.4.
|
Funding Indemnification............................................................................................
|
42
|
|
|
3.5.
|
Taxes..........................................................................................................................
|
42
|
|
|
3.6.
|
Lender Statements; Survival of Indemnity; Delay in Requests.................................
|
44
|
|
ARTICLE IV. CONDITIONS PRECEDENT ..................................................................................
|
45
|
|
||
|
4.1.
|
Initial Advance...........................................................................................................
|
45
|
|
|
4.2.
|
Each Advance and Issuance.......................................................................................
|
46
|
|
|
|
|
|
|
ARTICLE V. REPRESENTATIONS AND WARRANTIES ...........................................................
|
47
|
|
||
|
5.1.
|
Existence....................................................................................................................
|
47
|
|
|
5.2.
|
Authorization and Validity.........................................................................................
|
47
|
|
|
5.3.
|
No Conflict; Government Consent............................................................................
|
47
|
|
|
5.4.
|
Financial Statements; Material Adverse Effect..........................................................
|
48
|
|
|
5.5.
|
Taxes..........................................................................................................................
|
48
|
|
|
5.6.
|
Litigation and Guarantee Obligations........................................................................
|
48
|
|
|
5.7.
|
Subsidiaries................................................................................................................
|
48
|
|
|
5.8.
|
ERISA........................................................................................................................
|
48
|
|
|
5.9.
|
Accuracy of Information............................................................................................
|
48
|
|
|
5.10.
|
Regulations U and X..................................................................................................
|
49
|
|
|
5.11.
|
[Intentionally Omitted]..............................................................................................
|
49
|
|
|
5.12.
|
Compliance With Laws..............................................................................................
|
49
|
|
|
5.13.
|
Ownership of Properties.............................................................................................
|
49
|
|
|
5.14.
|
Investment Company Act...........................................................................................
|
49
|
|
|
5.15.
|
[Intentionally Omitted]..............................................................................................
|
49
|
|
|
5.16.
|
Solvency.....................................................................................................................
|
49
|
|
|
5.17.
|
Insurance....................................................................................................................
|
50
|
|
|
5.18.
|
Borrower Status..........................................................................................................
|
50
|
|
|
5.19.
|
Environmental Matters...............................................................................................
|
50
|
|
|
5.20.
|
OFAC; Sanctions Representation...............................................................................
|
51
|
|
|
5.21.
|
Intellectual Property...................................................................................................
|
52
|
|
|
5.22.
|
Broker’s Fees.............................................................................................................
|
52
|
|
|
5.23.
|
Unencumbered Pool Properties..................................................................................
|
52
|
|
|
5.24.
|
No Bankruptcy Filing.................................................................................................
|
52
|
|
|
5.25.
|
No Fraudulent Intent..................................................................................................
|
52
|
|
|
5.26.
|
Transaction in Best Interests of Borrower; Consideration.........................................
|
52
|
|
|
5.27.
|
Subordination.............................................................................................................
|
53
|
|
|
5.28.
|
[Intentionally Omitted]..............................................................................................
|
53
|
|
|
5.29.
|
Anti-Terrorism Laws..................................................................................................
|
53
|
|
|
5.30.
|
EEA Financial Institution...........................................................................................
|
54
|
|
|
|
|
|
|
ARTICLE VI. COVENANTS ............................................................................................................
|
54
|
|
||
|
6.1.
|
Financial Reporting....................................................................................................
|
54
|
|
|
6.2.
|
Use of Proceeds..........................................................................................................
|
55
|
|
|
6.3.
|
Notice of Default........................................................................................................
|
56
|
|
|
6.4.
|
Conduct of Business...................................................................................................
|
56
|
|
|
6.5.
|
Taxes..........................................................................................................................
|
56
|
|
|
6.6.
|
Insurance....................................................................................................................
|
56
|
|
|
6.7.
|
Compliance with Laws...............................................................................................
|
56
|
|
|
6.8.
|
Maintenance of Properties.........................................................................................
|
56
|
|
|
6.9.
|
Inspection...................................................................................................................
|
56
|
|
|
6.10.
|
Maintenance of Status................................................................................................
|
57
|
|
|
6.11.
|
Dividends...................................................................................................................
|
57
|
|
|
6.12.
|
Merger........................................................................................................................
|
57
|
|
|
6.13.
|
[Intentionally Omitted]..............................................................................................
|
57
|
|
|
6.14.
|
Sale and Leaseback....................................................................................................
|
57
|
|
|
6.15.
|
[Intentionally Omitted]...............................................................................................
|
57
|
|
|
6.16.
|
Liens...........................................................................................................................
|
57
|
|
|
6.17.
|
Affiliates.....................................................................................................................
|
58
|
|
|
6.18.
|
Financial Undertakings..............................................................................................
|
58
|
|
|
6.19.
|
[Intentionally Omitted]...............................................................................................
|
58
|
|
|
6.20.
|
[Intentionally Omitted]...............................................................................................
|
58
|
|
|
6.21.
|
Indebtedness and Cash Flow Covenants....................................................................
|
59
|
|
|
6.22.
|
Environmental Matters...............................................................................................
|
59
|
|
|
6.23.
|
[Intentionally Omitted]...............................................................................................
|
60
|
|
|
6.24.
|
[Intentionally Omitted]...............................................................................................
|
60
|
|
|
6.25.
|
Negative Pledges........................................................................................................
|
60
|
|
|
6.26.
|
Subsidiary Guaranty...................................................................................................
|
60
|
|
|
6.27.
|
Amendments to Organizational Documents...............................................................
|
61
|
|
|
|
|
|
|
ARTICLE VII. DEFAULTS ...............................................................................................................
|
61
|
|
||
|
|
|
|
|
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES ...............
|
63
|
|
||
|
8.1.
|
Acceleration...............................................................................................................
|
63
|
|
|
8.2.
|
Amendments...............................................................................................................
|
64
|
|
|
8.3.
|
Preservation of Rights................................................................................................
|
66
|
|
|
8.4.
|
Insolvency of Borrower..............................................................................................
|
66
|
|
|
8.5.
|
Application of Funds..................................................................................................
|
66
|
|
|
|
|
|
|
ARTICLE IX. GENERAL PROVISIONS ........................................................................................
|
67
|
|
||
|
9.1.
|
Survival of Representations.......................................................................................
|
67
|
|
|
9.2.
|
Governmental Regulation..........................................................................................
|
67
|
|
|
9.3.
|
Taxes...........................................................................................................................
|
67
|
|
|
9.4.
|
Headings.....................................................................................................................
|
67
|
|
|
9.5.
|
Entire Agreement........................................................................................................
|
67
|
|
|
9.6.
|
Several Obligations; Benefits of the Agreement........................................................
|
67
|
|
|
9.7.
|
Expenses; Indemnification.........................................................................................
|
67
|
|
|
9.8.
|
Numbers of Documents..............................................................................................
|
68
|
|
|
9.9.
|
Accounting.................................................................................................................
|
68
|
|
|
9.10.
|
Severability of Provisions..........................................................................................
|
68
|
|
|
9.11.
|
Nonliability of Lenders..............................................................................................
|
69
|
|
|
9.12.
|
CHOICE OF LAW.....................................................................................................
|
69
|
|
|
9.13.
|
CONSENT TO JURISDICTION...............................................................................
|
69
|
|
|
9.14.
|
WAIVER OF JURY TRIAL.......................................................................................
|
69
|
|
|
9.15.
|
USA Patriot Act Notice..............................................................................................
|
69
|
|
|
9.16.
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions.................
|
69
|
|
|
9.17.
|
No Novation...............................................................................................................
|
70
|
|
|
|
|
|
|
ARTICLE X. THE ADMINISTRATIVE AGENT ...........................................................................
|
70
|
|
||
|
10.1.
|
Appointment...............................................................................................................
|
70
|
|
|
10.2.
|
Powers........................................................................................................................
|
71
|
|
|
10.3.
|
General Immunity.......................................................................................................
|
71
|
|
|
10.4.
|
No Responsibility for Loans, Recitals, Etc................................................................
|
71
|
|
|
10.5.
|
Action on Instructions of Lenders..............................................................................
|
71
|
|
|
10.6.
|
Employment of Agents and Counsel..........................................................................
|
72
|
|
|
10.7.
|
Reliance on Documents; Counsel..............................................................................
|
72
|
|
|
10.8.
|
Administrative Agent’s Reimbursement and Indemnification...................................
|
72
|
|
|
10.9.
|
Rights as a Lender......................................................................................................
|
72
|
|
|
10.10.
|
Lender Credit Decision..............................................................................................
|
72
|
|
|
10.11.
|
Successor Administrative Agent.................................................................................
|
73
|
|
|
10.12.
|
Notice of Defaults......................................................................................................
|
74
|
|
|
10.13.
|
Requests for Approval................................................................................................
|
74
|
|
|
10.14.
|
Defaulting Lenders.....................................................................................................
|
74
|
|
|
10.15.
|
Additional Agents......................................................................................................
|
77
|
|
|
|
|
|
|
ARTICLE XI. SETOFF; RATABLE PAYMENTS ..........................................................................
|
77
|
|
||
|
11.1.
|
Setoff..........................................................................................................................
|
77
|
|
|
11.2.
|
Ratable Payments.......................................................................................................
|
77
|
|
|
|
|
|
|
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ..............
|
78
|
|
||
|
12.1.
|
Successors and Assigns..............................................................................................
|
78
|
|
|
12.2.
|
Participations..............................................................................................................
|
78
|
|
|
12.3.
|
Assignments...............................................................................................................
|
79
|
|
|
12.4.
|
Dissemination of Information....................................................................................
|
81
|
|
|
12.5.
|
Tax Treatment.............................................................................................................
|
81
|
|
|
|
|
|
|
ARTICLE XIII. NOTICES ................................................................................................................
|
81
|
|
||
|
13.1.
|
Giving Notice.............................................................................................................
|
81
|
|
|
13.2.
|
Change of Address.....................................................................................................
|
81
|
|
|
13.3.
|
Electronic Delivery of Information............................................................................
|
81
|
|
|
|
|
|
|
ARTICLE XIV. COUNTERPARTS ..................................................................................................
|
82
|
|
SCHEDULE I
|
Commitments
|
SCHEDULE 1
|
Unencumbered Pool Properties
|
SCHEDULE 2
|
Subsidiary Guarantors as of Agreement Effective Date
|
SCHEDULE 6.28
|
Post Closing Deliveries
|
EXHIBIT A
|
Applicable Margin and Facility Fee Percentage
|
EXHIBIT B
|
Form of Note
|
EXHIBIT C
|
Form of Amendment Regarding Increase
|
EXHIBIT D
|
Form of Compliance Certificate
|
EXHIBIT E
|
Form of Subsidiary Guaranty
|
EXHIBIT F
|
Form of Borrowing Notice
|
EXHIBIT G
|
Form of Assignment Agreement
|
|
RETAIL PROPERTIES OF AMERICA, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
Print Name: Julie M. Swinehart
|
|
|
|
Title: Executive Vice President,
|
|
|
|
Chief Financial Officer & Treasurer
|
|
|
|
|
|
|
2021 Spring Road, Suite 200
|
|
|
|
Oak Brook, IL 60523
|
|
|
|
Phone: 630-634-4225
|
|
|
|
Facsimile: 630-756-7493
|
|
|
|
Attention: Julie Swinehart
|
|
|
|
|
|
|
|
with a copy to:
|
|
|
|
|
|
|
|
2021 Spring Road, Suite 200
|
|
|
|
Oak Brook, IL 60523
|
|
|
|
Phone: 630-634-4233
|
|
|
|
Facsimile: 630-282-7493
|
|
|
|
Attention: Michael Fitzmaurice
|
|
|
KEYBANK NATIONAL ASSOCIATION, individually
|
||
|
and as Administrative Agent
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ NATE WEYER
|
|
|
|
Print Name: Nate Weyer
|
|
|
|
Title: Senior Relationship Manager
|
|
|
|
|
|
|
KeyBank Real Estate Capital
|
|
|
|
1200 Abernathy Road NE, Suite 1550
|
|
|
|
Atlanta, GA 30328
|
|
|
|
Phone: 770-510-2130
|
|
|
|
Facsimile: 770-510-2195
|
|
|
|
Attention: Nathan Weyer
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ BRANDON H. BARRY
|
|
|
|
Print Name: Brandon H. Barry
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
10 South Wacker Drive, 32
nd
Floor
|
|
|
|
Chicago, Illinois 60606
|
|
|
|
Phone: (312) 827-1525
|
|
|
|
Facsimile: (312) 782-0969
|
|
|
|
Attention: Brandon Barry
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CURT M. STEINER
|
|
|
|
Print Name: Curt M. Steiner
|
|
|
|
Title: Senior Vice President
|
|
|
PNC BANK, NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOEL DALSON
|
|
|
|
Print Name: Joel Dalson
|
|
|
|
Title: Senior Vice President
|
|
|
REGIONS BANK
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MIKE EVANS
|
|
|
|
Print Name: Mike Evans
|
|
|
|
Title: Senior Vice President
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ HELEN CHAN
|
|
|
|
Helen Chan
|
|
|
|
Vice President
|
|
|
CITIBANK, N.A.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ WILLIAM T. CAHILL
|
|
|
|
Print Name: William T. Cahill
|
|
|
|
Title: Vice President
|
|
|
THE BANK OF NOVA SCOTIA
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHAD HALE
|
|
|
|
Print Name: Chad Hale
|
|
|
|
Title: Director & Execution Head
|
|
|
CAPITAL ONE, NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ FREDERICK H. DENECKE
|
|
|
|
Print Name: Frederick H. Denecke
|
|
|
|
Title: Senior Vice President
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ JAMES ROLISON
|
|
|
|
Print Name: James Rolison
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ PHILIP RIBOLOW
|
|
|
|
Print Name: Philip Ribolow
|
|
|
|
Title: Director
|
|
|
MORGAN STANLEY BANK, N.A.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL KING
|
|
|
|
Print Name: Michael King
|
|
|
|
Title: Authorized Signatory
|
|
|
BRANCH BANKING AND TRUST COMPANY
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ KEN BLACKWELL
|
|
|
|
Print Name: Ken Blackwell
|
|
|
|
Title: Senior Vice President
|
|
|
TD BANK, N.A.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ RORY DEMSOND
|
|
|
|
Print Name: Rory Demsond
|
|
|
|
Title: Vice President
|
|
|
ASSOCIATED BANK
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MITCHELL VEGA
|
|
|
|
Print Name: Mitchell Vega
|
|
|
|
Title: Vice President
|
|
Lender
|
Revolving
Commitment Amount
|
Term Loan Amount
|
KeyBank National Association
|
$84,500,000
|
$28,415,000
|
Wells Fargo Bank, National
Association
|
$84,500,000
|
$28,415,000
|
U.S. Bank National Association
|
$74,500,000
|
$35,685,000
|
PNC Bank, National Association
|
$74,500,000
|
$25,685,000
|
Regions Bank
|
$74,500,000
|
$25,685,000
|
Bank of America, N.A.
|
$57,000,000
|
$17,760,000
|
Citibank, N.A.
|
$57,000,000
|
$17,760,000
|
The Bank of Nova Scotia
|
$57,000,000
|
$17,760,000
|
Capital One, N.A.
|
$74,500,000
|
$17,760,000
|
Deutsche Bank AG New York
Branch
|
$25,000,000
|
-
|
Morgan Stanley Bank, N.A.
|
$65,000,000
|
-
|
Branch Bank and Trust
Company
|
$35,000,000
|
$12,300,000
|
TD Bank
|
$57,000,000
|
$15,015,000
|
Associated Bank
|
$30,000,000
|
$7,760,000
|
Totals
|
$850,000,000
|
$250,000,000
|
Property Name
|
Entity
|
Federal Tax ID
|
Ashland & Roosevelt, Chicago, Illinois
|
Inland Western Chicago Ashland, L.L.C.
|
#
|
Avondale Plaza, Redmond, Seattle Washington
|
RPAI Redmond Avondale, L.L.C.
|
#
|
Bed Bath & Beyond Plaza (Merchant), Westbury, New York
|
RPAI Westbury Merchants Plaza, L.L.C.
|
#
|
Blvd. at the Capital Centre, Landover, Maryland
|
Capital Centre LLC
|
#
|
Cedar Park Town Center, Cedar Park, Texas
|
RPAI Cedar Park Town Center, L.L.C.
|
#
|
Central Texas Marketplace, Waco, Texas
|
3503 RP Waco Central Limited Partnership
|
#
|
Centre at Laurel, Laurel, Maryland
|
Centre at Laurel, LLC
|
#
|
Chantilly Crossing, Chantilly, Virginia
|
RPAI Chantilly Crossing, L.L.C.
|
#
|
Clear Shores, Clear Lake, Texas
|
RPAI Clear Lake Clear Shores Limited Partnership
|
#
|
Coal Creek Marketplace, Newcastle, Washington
|
RPAI Newcastle Coal Creek, L.L.C.
|
#
|
Colony Square, Sugar Land, Texas
|
RPAI Sugar Land Colony Limited Partnership
|
#
|
Commons at Temecula, Temecula, California
|
Inland Western Temecula Commons, L.L.C.
|
#
|
Coppell Town Center, Coppell, Texas
|
3503 RP Coppell Town Limited Partnership
|
#
|
Coram Plaza, Coram, New York
|
3503 RP Coram Plaza, L.L.C.
|
#
|
Cypress Mill Plaza West, Houston,
Texas
|
RPAI Cypress Mill Limited Partnership
|
#
|
Davis Towne Crossing, North Richland Hills, Texas
|
RPAI North Richland Hills Davis Limited Partnership
|
#
|
Denton Crossing - Denton, Texas
|
3503 RP Denton Crossing Limited Partnership
|
#
|
Downtown Crown, Gaithersburg, Maryland
|
RPAI Gaithersburg Downtown Crown, L.L.C.
|
#
|
East Stone Commons, Kingsport, Tennessee
|
RPAI Kingsport East Stone, L.L.C.
|
#
|
Eastside, Richardson, Texas
|
RPAI Richardson Eastside, L.L.C.
|
#
|
Eastwood Towne Center, Lansing, Michigan
|
RPAI Lansing Eastwood, L.L.C.
|
#
|
Edwards Megaplex, Fresno, California
|
3503 RP Fresno Blackstone Avenue, L.L.C.
|
#
|
Edwards Multiplex, Ontario, California
|
3503 RP Ontario 4th Street, L.L.C.
|
#
|
Fairgrounds Plaza, Middletown, New York
|
RPAI Middletown Fairgrounds Plaza, L.L.C.
|
#
|
Fordham Place Office, Bronx, New York
|
RPAI Fordham Place Office, L.L.C.
|
#
|
Fordham Place Retail, Bronx, New York
|
RPAI Fordham Place Retail, L.L.C.
|
#
|
Property Name
|
Entity
|
Federal Tax ID
|
Fort Evans Plaza, Leesburg, Virginia
|
RPAI Leesburg Fort Evans, L.L.C.
|
#
|
Fullerton Metrocenter, Fullerton, California
|
3503 RP Fullerton Metrocenter, L.L.C.
|
#
|
Galvez, Galveston, Texas
|
RPAI Galveston Galvez Limited
Partnership
|
#
|
Gateway Pavilions, Avondale, Arizona
|
3503 RP Avondale McDowell, L.L.C.
|
#
|
Gateway Station II, College Station, Texas
|
RPAI College Station Gateway II Limited Partnership
|
#
|
Gateway Plaza, Southlake, Texas
|
RPAI Southlake Limited Partnership
|
#
|
Gateway Station III, College Station, Texas
|
RPAI College Station Gateway III, L.L.C.
|
#
|
Gateway Station, College Station, Texas
|
RPAI College Station Gateway Limited Partnership
|
#
|
Gerry Centennial Plaza, Oswego, Illinois
|
RPAI Oswego Gerry Centennial, L.L.C.
|
#
|
Grapevine Crossing, Grapevine, Texas
|
RPAI Grapevine Limited Partnership
|
#
|
Green’s Corner, Cumming, Georgia
|
3503 RP Cumming Green's Corner, L.L.C.
|
#
|
Gurnee Town Center, Gurnee, Illinois
|
3503 RP Gurnee, L.L.C.
|
#
|
Henry Town Center, McDonough, Georgia
|
RPAI McDonough Henry Town, L.L.C.
|
#
|
Heritage Square, Issaquah, Washington
|
RPAI Issaquah Heritage, L.L.C.
|
#
|
Heritage Towne Crossing, Euless, Texas
|
RPAI Euless Limited Partnership
|
#
|
Home Depot Center, Wilkins, Pennsylvania
|
RPAI Pittsburgh William Penn, L.P.
|
#
|
Huebner Oaks Shopping Center, San Antonio, Texas
|
RPAI San Antonio Huebner Oaks Limited Partnership
|
#
|
Humblewood Shopping Center, Humble, Texas
|
RPAI Humble Humblewood Limited Partnership
|
#
|
Ingram Festival: HQ Building, San Antonio,Texas
|
RPAI San Antonio HQ Limited Partnership
|
#
|
Jefferson Commons, Newport News, Virginia
|
RPAI Newport News Jefferson, L.L.C.
|
#
|
John’s Creek Village, Duluth, Georgia
|
RPAI Duluth John's Creek SPE, L.L.C.
|
#
|
La Plaza del Norte, San Antonio, Texas
|
RPAI San Antonio Limited Partnership
|
#
|
Lake Worth Towne Crossing, Lake
Worth, Texas
|
RPAI Lake Worth Towne Crossing Limited Partnership
|
#
|
Lakewood Marshall's, Lakewood, WA
|
RPAI Lakewood II, L.L.C.
|
#
|
Lakewood Towne Center, Lakewood, Washington
|
RPAI Lakewood, L.L.C.
|
#
|
Lincoln Park, Dallas, Texas
|
Inland Western Dallas Lincoln Park Limited Partnership
|
#
|
Lincoln Plaza, Worcester, Massachusetts
|
RPAI Worcester Lincoln Plaza, L.L.C.
|
#
|
Lowe's Plaza, Butler, New Jersey
|
RPAI Butler Kinnelon, L.L.C.
|
#
|
MacArthur Crossing, Irving, Texas
|
RPAI Irving Limited Partnership
|
#
|
Main Street Promenade Building, Naperville, Illinois
|
RPAI Naperville Main, L.L.C.
|
#
|
Property Name
|
Entity
|
Federal Tax ID
|
Main Street Promenade (Vacant Land), Naperville, Illinois
|
RPAI Naperville Main North, L.L.C.
|
#
|
Manchester Meadows, Town and
Country, Missouri
|
RPAI Town and Country Manchester,
L.L.C
|
#
|
Mansfield Towne Centre, Mansfield, Texas
|
RPAI Mansfield Limited Partnership
|
#
|
Merrifield Town Center, Merrifield, Virginia
|
RPAI Falls Church Merrifield, L.L.C.
|
#
|
Merrifield Town Center, Phase II, Merrifield, Virginia
|
RPAI Falls Church Merrifield II, L.L.C.
|
#
|
New Forest Crossing, Houston, Texas
|
RPAI Houston New Forest Limited Partnership
|
#
|
New Hyde Park Shopping Center, New Hyde Park, New York
|
3503 RP New Hyde Park Marcus, L.L.C.
|
#
|
Newnan Crossing Phase II, Newnan, Georgia
|
RPAI Newnan Crossing II, L.L.C.
|
#
|
Newnan Crossing, Newnan, Georgia
|
RPAI Newnan Crossing, L.L.C.
|
#
|
Newton Crossroads, Covington, Georgia
|
3503 RP Covington Newton Crossroads, L.L.C.
|
#
|
North Rivers Town Center, Charleston, South Carolina
|
3503 RP Charleston North Rivers, L.L.C.
|
#
|
Northpointe Plaza, Spokane, Washington
|
3503 RP Spokane Northpointe, L.L.C.
|
#
|
Oak Brook Promenade, Oak Brook, Illinois
|
RPAI Oak Brook Promenade I, L.L.C.
|
#
|
One Loudoun Downtown, Ashburn, Virginia
|
RPAI Ashburn Loudoun, L.L.C.
|
#
|
Orange Plaza (Golfland Plaza), Orange, Connecticut
|
RPAI Orange 53 Boston, L.L.C.
|
#
|
Oswego Commons, Oswego, Illinois
|
RPAI Oswego Douglass, L.L.C.
|
#
|
Paradise Shoppes of Prominence Point - Outlot, Canton, Georgia
|
RPAI Canton Paradise Outlot, L.L.C.
|
#
|
Paradise Shoppes of Prominence Point, Canton, Georgia
|
RPAI Canton Paradise, L.L.C.
|
#
|
Paradise Valley Marketplace, Phoenix, Arizona
|
3503 RP Phoenix, L.L.C.
|
#
|
Parkway Towne Crossing, Frisco, Texas
|
RPAI Frisco Parkway Limited Partnership
|
#
|
Pavilion at King’s Grant I, Concord, North Carolina
|
RPAI King's Grant Limited Partnership
|
#
|
Pavilion at King’s Grant II, Concord, North Carolina
|
RPAI King’s Grant II Limited Partnership
|
#
|
Pelham Manor Shopping Plaza, Pelham, New York
|
RPAI Pelham Manor, L.L.C.
|
#
|
Plaza at Stonebridge, McKinney, Texas
|
RPAI McKinney Stonebridge Limited Partnership
|
#
|
Plaza Del Lago, Wilmette, Illinois
|
3503 RP Wilmette Plaza Del Lago, L.L.C.
|
#
|
Pleasant Run Towne Crossing, Cedar
Hill, Texas
|
3503 RP Cedar Hill Pleasant Run Limited Partnership
|
#
|
Property Name
|
Entity
|
Federal Tax ID
|
Rivery Town Crossing, Georgetown, Texas
|
RPAI Georgetown Rivery Limited Partnership
|
#
|
Royal Oaks Trader Joes - Houston, TX
|
RPAI Houston Royal Oaks Village III, L.L.C.
|
#
|
Royal Oaks Village II, Houston, Texas
|
RPAI Houston Royal Oaks Village II Limited Partnership
|
#
|
Seekonk Power Center, Seekonk, Massachusetts
|
RPAI Seekonk Power Center, L.L.C.
|
#
|
Shoppes at Hagerstown, Hagerstown, Maryland
|
RPAI Hagerstown, L.L.C.
|
#
|
Shoppes at Quarterfield (Metro Sq.), Severn, Maryland
|
RPAI Severn, L.L.C.
|
#
|
Shops at Forest Commons, Round Rock, Texas
|
RPAI Round Rock Forest Commons Limited Partnership
|
#
|
Shops at Legacy, Plano, Texas
|
The Shops at Legacy (RPAI) L.P.
|
#
|
Southlake Town Square (Phase I & II), Southlake, Texas
|
Town Square Ventures, L.P.
|
#
|
Southlake Town Square (Phase IV), Southlake, Texas
|
Town Square Ventures II, L.P.
|
#
|
Southlake Town Square Block 22, Southlake, Texas
|
Town Square Ventures IV, L.P.
|
#
|
Southlake Town Square Grand Ave, Southlake, Texas
|
SLTS Grand Avenue II, L.P.
|
#
|
Southlake Town Square Office,
Southlake, Texas
|
Town Square Ventures V, L.P.
|
#
|
Stilesboro Oaks, Acworth, Georgia
|
3503 RP Acworth Stilesboro, L.L.C.
|
#
|
Streets of Yorktown, Houston, Texas
|
RPAI Houston Little York Limited Partnership
|
#
|
Tacoma South, Tacoma, Washington
|
RPAI Tacoma South I, L.L.C.
|
#
|
Target South Center, Austin, Texas
|
RPAI Austin Mopac Limited Partnership
|
#
|
The Brickyard, Chicago, Illinois
|
RPAI Chicago Brickyard, L.L.C.
|
#
|
Towson Circle, Towson, Maryland
|
Towson Circle LLC
|
#
|
Towson Square, Towson, Maryland
|
RPAI Towson Square, L.L.C.
|
#
|
Tysons Corner, Vienna, Virginia
|
RPAI Vienna Tysons, L.L.C.
|
#
|
Walters Crossing, Tampa, Florida
|
RPAI Tampa Walters, L.L.C.
|
#
|
Watauga Pavilion, Watauga, Texas
|
RPAI Watauga Limited Partnership
|
#
|
Winchester Commons, Memphis, Tennessee
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3503 RP Memphis Winchester, L.L.C.
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Woodinville Plaza, Woodinville, Washington
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RPAI Woodinville Plaza, L.L.C.
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Zurich Towers, Schaumburg, Illinois
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RPAI Schaumburg American Lane, L.L.C.
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Leverage Ratio
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Applicable
Margin for
Revolving
Advances
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Applicable
Margin for
Term
Advances
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Facility Fee
Percentage
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<35%
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1.05%
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1.20%
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0.15%
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>
35%, <40%
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1.10%
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1.25%
|
0.15%
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>
40%, <45%
|
1.15%
|
1.35%
|
0.20%
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>
45%, <50%
|
1.25%
|
1.40%
|
0.20%
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>
50%, <55%
|
1.30%
|
1.50%
|
0.30%
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>
55%, <60%
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1.50%
|
1.70%
|
0.30%
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>
60%
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1.50%
|
1.70%
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0.30%
|
|
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1
Bracketed language throughout to be used if Lender has previously received a Note.
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By:
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Print Name:
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Title:
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Date
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Principal
Amount
of Loan
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Maturity of
Interest Period
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Maturity Principal
Amount Paid
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Unpaid
Balance
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2
To be used if any new Lenders are joining the Credit Agreement.
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3
To be used if any new Lenders are joining the Credit Agreement.
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4
To be used if any existing Lenders are increasing their respective Commitments.
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5
To be used if any existing Lenders are making additional Term Loans.
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RETAIL PROPERTIES OF AMERICA, INC., a
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Maryland corporation
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By:
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Print Name:
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Title:
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KEYBANK NATIONAL ASSOCIATION, as
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Administrative Agent
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By:
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Print Name:
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Title:
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[NAME OF EXISTING LENDER]
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By:
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Print Name:
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Title:
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[NAME OF NEW LENDER]
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By:
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Print Name:
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Title:
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Phone:
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Facsimile:
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Attention:
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Re:
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Fifth Amended and Restated Credit Agreement dated as of April 23, 2018 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) between RETAIL PROPERTIES OF AMERICA, INC. (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for itself and the other lenders parties thereto from time to time (“Lenders”), and the Lenders.
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RETAIL PROPERTIES OF AMERICA, INC.
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By:
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Print Name:
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Title:
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[GUARANTOR]
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By:
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Name:
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Title:
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KEYBANK NATIONAL ASSOCIATION,
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as Administrative Agent
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By:
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Name:
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Title:
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FEIN NO.
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By:
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By:
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Its:
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6
To be used if a Swingline Advance is requested.
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Date:
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For Borrower: Retail Properties of America, Inc.
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By:
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Name:
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Its:
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ASSIGNOR:
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[
]
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By:
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Name:
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Title:
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ASSIGNEE:
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[
]
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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]
7
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7
If consent of Administrative Agent is required pursuant to Section 12.3(i) of the Credit Agreement.
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1.
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Description and Date of Credit Agreement: Fifth Amended and Restated Credit Agreement dated as of April 23, 2018, by and among Retail Properties of America, Inc., the lenders party thereto, and KeyBank National Association, as Administrative Agent
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2.
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Date of Assignment Agreement: _______________, 20__
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3.
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Amounts (as of date of Item 2 above):
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a.
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Revolving Commitment of Assignor under
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b.
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Assignee’s Percentage of Revolving Commitment of Assignor
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c.
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Term Loans of Assignor outstanding under
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d.
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Assignee’s Percentage of the Term Loans of
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4.
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Amount of Assignor’s Revolving Commitment purchased under
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5.
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Aggregate amount of Assignor’s Term Loans purchased under this
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6.
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Proposed Effective Date:
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By:
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By:
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Title:
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Title:
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By:
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By:
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Title:
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Title:
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By:
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Title:
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8
May be eliminated if Assignee is a party to the Credit Agreement prior to the Effective Date.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Retail Properties of America, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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By:
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/s/ STEVEN P. GRIMES
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Steven P. Grimes
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President and Chief Executive Officer
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Date:
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May 2, 2018
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Retail Properties of America, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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)
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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
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b)
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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.
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By:
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/s/ JULIE M. SWINEHART
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Julie M. Swinehart
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Executive Vice President,
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Chief Financial Officer and Treasurer
|
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|
Date:
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May 2, 2018
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ STEVEN P. GRIMES
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Steven P. Grimes
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President and Chief Executive Officer
|
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Date:
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May 2, 2018
|
|
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By:
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/s/ JULIE M. SWINEHART
|
|
|
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Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
May 2, 2018
|