☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $.001 par value
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RPAI
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New York Stock Exchange
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Title of class
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None
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Large accelerated filer
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x
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Property Type
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Number of
Properties
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GLA
(in thousands)
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Occupancy
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Percent Leased
Including Leases
Signed (a)
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Retail operating portfolio:
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Multi-tenant retail:
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Neighborhood and community centers
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63
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10,244
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95.5
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%
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96.8
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%
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Power centers
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23
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4,922
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96.2
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%
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96.8
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%
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Lifestyle centers and mixed-use properties (b)
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16
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4,545
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93.4
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%
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94.0
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%
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Total multi-tenant retail
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102
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19,711
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95.2
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%
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96.2
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%
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Single-user retail
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2
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261
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100.0
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%
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100.0
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%
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Total retail operating properties
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104
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19,972
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95.2
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%
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96.2
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%
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Expansion and redevelopment projects:
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Circle East (c)
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1
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One Loudoun Downtown – Pads G & H (d)
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—
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Carillon
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1
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Total number of properties
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106
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(a)
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Includes leases signed but not commenced.
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(b)
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Excludes the 18 multi-family rental units at Plaza del Lago. As of December 31, 2019, 14 multi-family rental units were leased at an average monthly rental rate per unit of $1,309.
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(c)
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The redevelopment at Circle East is no longer combined with our neighboring property Towson Square, which increased our property count within expansion and redevelopment projects by one. There was no change to the property count of lifestyle centers and mixed-use properties as Towson Square remains within our retail operating portfolio.
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(d)
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The operating portion of this property is included in the property count of lifestyle centers and mixed-use properties within our retail operating portfolio.
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•
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local consumer demographics;
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•
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quality, design and location of properties;
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•
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diversity and perceived quality of retailers within individual shopping centers;
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•
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management and operational expertise of the landlord; and
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rental rates.
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•
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national, regional and local economies, which may be negatively impacted by inflation, deflation, government deficits, high unemployment rates, severe weather or other natural disasters, decreased consumer confidence, industry slowdowns, reduced corporate profits, lack of liquidity and other adverse business conditions;
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local real estate conditions, such as an oversupply of retail space or a reduction in demand for retail space, resulting in vacancies or compromising our ability to rent space on favorable terms;
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the perception by retailers or customers of the convenience, quality and safety of our properties compared to competing retail properties and other retailing platforms such as the internet;
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adverse changes in the financial condition of tenants at our properties, including financial difficulties, lease defaults or bankruptcies;
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competition for investment opportunities from other real estate investors with significant capital, including other REITs, real estate operating companies and institutional investment funds;
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the illiquid nature of real estate investments, which may limit our ability to sell properties at the terms desired or at terms favorable to us;
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fluctuations in interest rates and the availability of financing, which could adversely affect our ability and the ability of potential buyers and tenants at our properties to obtain financing on favorable terms or at all;
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changes in, and changes in the enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, government fiscal policies and the ADA; and
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civil unrest, acts of war, terrorist attacks and natural disasters, including earthquakes, hurricanes and floods, which may result in uninsured and underinsured losses.
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we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including other REITs, real estate operating companies and institutional investment funds;
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even if we are able to acquire a desired property, competition from other potential investors may significantly increase the purchase price;
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we may incur significant costs and divert management’s attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed;
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we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;
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we may be unable to quickly and efficiently integrate newly acquired properties, particularly the acquisition of portfolios of properties, into our existing operations;
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we may acquire properties that are not initially accretive to our results, and we may not successfully manage and lease those properties to meet our expectations; and
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we may acquire properties that are subject to liabilities with limited or no recourse to former owners with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
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•
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lack of exclusive control over the joint venture, which may prevent us from taking actions that are in our best interest;
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future capital constraints of our partners or failure of our partners to fund their share of required capital contributions, which may require us to contribute more capital than we anticipated to fund the developments and/or cover the joint venture’s liabilities;
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actions by our partners that could jeopardize our REIT status, require us to pay taxes or subject the properties owned by the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements;
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disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business;
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joint venture agreements may require prior consent of our joint venture partners for a sale or transfer to a third party of our interest in the joint venture, which would restrict our ability to dispose of our interest in such a joint venture; and
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joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring us to buy the other partner’s interest.
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expenditure of capital and time on projects that may never be completed;
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failure or inability to obtain financing on favorable terms or at all;
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inability to secure necessary zoning or regulatory approvals;
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higher than estimated construction or operating costs, including labor and material costs;
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inability to complete construction on schedule due to a number of factors, including (i) inclement weather, (ii) labor disruptions, (iii) construction delays, (iv) delays or failure to receive zoning or other regulatory approvals, (v) acts of terror or other acts of violence, or (vi) acts of God (such as fires, earthquakes, hurricanes or floods);
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significant time lag between commencement and stabilization resulting in delayed returns and greater risks due to fluctuations in the general economy, shifts in demographics and competition;
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decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
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inability to secure key anchor or other tenants for commercial retail projects or complete the lease-up of residential units at anticipated absorption rates or at all;
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occupancy and rental rates at a newly completed project may not meet expectations;
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loss of deposits or failure to recover expenses already incurred in connection with development opportunities we ultimately determine not to pursue; and
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suspension of development projects after construction has begun due to changes in economic conditions or other factors that may result in the write-off of costs, payment of additional costs or increases in overall costs if and when the project is restarted.
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we may lease properties at rental rates that are less than the rates projected at the time we decide to undertake the project;
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operating expenses and construction costs may be greater than projected at the start of the project, resulting in our investment being less profitable than we expected; and
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occupancy rates and rents at newly developed and redeveloped properties may fluctuate depending on a number of factors, including market and economic conditions, and may result in our investments being less profitable than we expected or not profitable at all.
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•
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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting shares) or an affiliate of an interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter, may impose special shareholder voting requirements unless certain minimum price conditions are satisfied; and
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“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
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actual receipt of an improper benefit or profit in money, property or services; or
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a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
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we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to U.S. federal income tax at the generally applicable corporate rate;
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we could be subject to increased state and local taxes; and
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unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.
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•
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actual or anticipated changes in our operating results and changes in expectations of future financial performance;
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•
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our operating performance and the performance of other similar companies;
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our strategic decisions, such as acquisitions, dispositions, spin-offs, joint ventures, strategic investments or changes in business strategy;
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•
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adverse market reaction to any indebtedness we incur in the future;
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•
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equity issuances or buybacks by us or the perception that such issuances or buybacks may occur;
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•
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increases in market interest rates or decreases in our distributions to shareholders that lead purchasers of our shares to demand a higher yield;
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•
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changes in market valuations of similar companies;
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•
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changes in real estate valuations;
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•
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additions or departures of key management personnel;
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changes in the real estate industry, including increased competition due to shopping center supply growth, and in the retail industry, including growth in e-commerce, catalog companies and direct consumer sales;
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publication of research reports about us or our industry by securities analysts;
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speculation in the press or investment community;
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passage of legislation or other regulatory developments that adversely affect us, our tax status, or our industry;
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changes in accounting principles;
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our failure to satisfy the listing requirements of the NYSE;
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•
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our failure to comply with the requirements of the Sarbanes‑Oxley Act;
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•
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our failure to qualify as a REIT; and
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•
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general market conditions, including factors unrelated to our performance.
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Division
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Number of
Properties
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ABR
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% of Total
ABR
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ABR per
Occupied
Sq. Ft.
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GLA
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% of Total
GLA
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Occupancy (a)
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Eastern Division
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Florida, Georgia, Maryland, Massachusetts, Michigan, New Jersey, New York, North Carolina, Pennsylvania, Tennessee, Virginia
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41
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$
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155,878
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42.0
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%
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$
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20.05
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8,139
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40.8
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%
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95.5
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%
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Western Division
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Arizona, California, Illinois, Missouri, Texas, Washington
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63
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215,257
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58.0
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%
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19.15
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11,833
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59.2
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%
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95.0
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%
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Total retail operating portfolio (b)
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104
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$
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371,135
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100.0
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%
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$
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19.52
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19,972
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100.0
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%
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95.2
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%
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(a)
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Calculated as the percentage of economically occupied GLA as of December 31, 2019. Including leases signed but not commenced, our retail operating portfolio was 96.2% leased as of December 31, 2019.
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(b)
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Excludes (i) our active expansion and redevelopment projects at Circle East, One Loudoun Downtown – Pads G & H and Carillon, and (ii) the multi-family rental units at Plaza del Lago, which were placed in service during the three months ended September 30, 2019.
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Tenant
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Primary DBA/Number of Stores
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Number
of Stores
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ABR
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% of
Total ABR
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ABR per
Occupied
Sq. Ft.
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Occupied
GLA
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% of
Occupied
GLA
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Best Buy Co., Inc.
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Best Buy (11), Pacific Sales (1)
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12
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$
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8,857
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2.4
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%
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$
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18.04
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491
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2.6
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%
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The TJX Companies, Inc.
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T.J. Maxx (11), Marshalls (7), HomeGoods (6), Homesense (1)
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25
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7,967
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2.1
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%
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10.82
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736
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3.9
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%
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AB Acquisition LLC
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Safeway (4), Jewel-Osco (3), Tom Thumb (2)
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9
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|
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6,674
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|
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1.8
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%
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13.73
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|
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486
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|
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2.5
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%
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Bed Bath & Beyond Inc.
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Bed Bath & Beyond (12), Cost Plus World Market (3), buybuy BABY (2)
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17
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|
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6,344
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|
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1.7
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%
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14.04
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|
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452
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2.4
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%
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Ross Stores, Inc.
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Ross Dress for Less
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18
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|
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6,097
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|
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1.6
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%
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11.55
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528
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2.8
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%
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PetSmart, Inc.
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17
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5,764
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|
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1.6
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%
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16.66
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346
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|
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1.8
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%
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Ahold U.S.A. Inc.
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Stop & Shop (3), Giant Eagle (1)
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4
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5,468
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1.5
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%
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22.60
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|
|
242
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|
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1.3
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%
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Gap Inc.
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Old Navy (13), The Gap (4), Banana Republic (3), Janie & Jack (2), Athleta (1), Gap Factory Store (1)
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24
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5,342
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|
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1.4
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%
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20.01
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|
|
267
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|
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1.4
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%
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Michaels Stores, Inc.
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Michaels
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16
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4,855
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|
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1.3
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%
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12.88
|
|
|
377
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|
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2.0
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%
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BJ’s Wholesale Club, Inc.
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2
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4,659
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|
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1.3
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%
|
|
19.02
|
|
|
245
|
|
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1.3
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%
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Ascena Retail Group, Inc.
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Lane Bryant (10), Catherine’s (5), Dress Barn (5), Justice (5),
LOFT (5), Ann Taylor (4)
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34
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|
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4,063
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1.1
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%
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22.83
|
|
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178
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|
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0.9
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%
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Lowe’s Companies, Inc.
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4
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3,944
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1.1
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%
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6.47
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610
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3.2
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%
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Regal Entertainment Group
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Edwards Cinema
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|
1
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3,882
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|
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1.0
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%
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31.06
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|
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125
|
|
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0.7
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%
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The Kroger Co.
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Kroger (5), Harris Teeter (1),
QFC (1)
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7
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3,639
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1.0
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%
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10.43
|
|
|
349
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|
|
1.8
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%
|
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Barnes & Noble, Inc.
|
|
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|
7
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|
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3,592
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|
|
1.0
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%
|
|
20.88
|
|
|
172
|
|
|
0.9
|
%
|
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The Home Depot, Inc.
|
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|
3
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|
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3,404
|
|
|
0.9
|
%
|
|
9.38
|
|
|
363
|
|
|
1.9
|
%
|
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Office Depot, Inc.
|
|
Office Depot (8), OfficeMax (2)
|
|
10
|
|
|
3,397
|
|
|
0.9
|
%
|
|
14.71
|
|
|
231
|
|
|
1.2
|
%
|
||
Party City Holdings Inc.
|
|
|
|
16
|
|
|
3,383
|
|
|
0.9
|
%
|
|
14.15
|
|
|
239
|
|
|
1.3
|
%
|
||
Ulta Beauty, Inc.
|
|
|
|
14
|
|
|
3,183
|
|
|
0.9
|
%
|
|
21.36
|
|
|
149
|
|
|
0.8
|
%
|
||
Petco Animal Supplies, Inc.
|
|
|
|
13
|
|
|
3,155
|
|
|
0.8
|
%
|
|
17.63
|
|
|
179
|
|
|
0.9
|
%
|
||
Total Top Retail Tenants
|
|
|
|
253
|
|
|
$
|
97,669
|
|
|
26.3
|
%
|
|
$
|
14.44
|
|
|
6,765
|
|
|
35.6
|
%
|
Lease Expiration Year
|
|
Lease
Count
|
|
ABR
|
|
% of Total
ABR
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
|
|
% of
Occupied
GLA
|
||||||||
2020 (a)
|
|
316
|
|
|
$
|
27,041
|
|
|
7.2
|
%
|
|
$
|
23.78
|
|
|
1,137
|
|
|
6.0
|
%
|
2021
|
|
316
|
|
|
46,439
|
|
|
12.6
|
%
|
|
20.09
|
|
|
2,311
|
|
|
12.1
|
%
|
||
2022
|
|
361
|
|
|
52,500
|
|
|
14.2
|
%
|
|
17.03
|
|
|
3,083
|
|
|
16.2
|
%
|
||
2023
|
|
353
|
|
|
50,291
|
|
|
13.5
|
%
|
|
19.58
|
|
|
2,568
|
|
|
13.5
|
%
|
||
2024
|
|
424
|
|
|
61,857
|
|
|
16.7
|
%
|
|
20.13
|
|
|
3,073
|
|
|
16.2
|
%
|
||
2025
|
|
176
|
|
|
33,201
|
|
|
9.0
|
%
|
|
17.34
|
|
|
1,915
|
|
|
10.1
|
%
|
||
2026
|
|
94
|
|
|
18,555
|
|
|
5.0
|
%
|
|
20.82
|
|
|
891
|
|
|
4.7
|
%
|
||
2027
|
|
82
|
|
|
13,078
|
|
|
3.5
|
%
|
|
15.97
|
|
|
819
|
|
|
4.3
|
%
|
||
2028
|
|
81
|
|
|
18,706
|
|
|
5.0
|
%
|
|
23.27
|
|
|
804
|
|
|
4.2
|
%
|
||
2029
|
|
99
|
|
|
21,837
|
|
|
5.9
|
%
|
|
21.26
|
|
|
1,027
|
|
|
5.4
|
%
|
||
Thereafter
|
|
93
|
|
|
27,089
|
|
|
7.3
|
%
|
|
19.89
|
|
|
1,362
|
|
|
7.2
|
%
|
||
Month-to-month
|
|
14
|
|
|
541
|
|
|
0.1
|
%
|
|
20.04
|
|
|
27
|
|
|
0.1
|
%
|
||
Total
|
|
2,409
|
|
|
$
|
371,135
|
|
|
100.0
|
%
|
|
$
|
19.52
|
|
|
19,017
|
|
|
100.0
|
%
|
(a)
|
Excludes month-to-month leases.
|
Period
|
|
Total number
of shares of
Class A common
stock purchased
|
|
Average price
paid per share
of Class A
common stock
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
|
|||||
October 1, 2019 to October 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
189,105
|
|
November 1, 2019 to November 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
189,105
|
|
December 1, 2019 to December 31, 2019
|
|
55
|
|
|
$
|
13.40
|
|
|
N/A
|
|
$
|
189,105
|
|
Total
|
|
55
|
|
|
$
|
13.40
|
|
|
N/A
|
|
$
|
189,105
|
|
(a)
|
As disclosed on the Current Reports on Form 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.
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net investment properties
|
|
$
|
3,296,490
|
|
|
$
|
3,379,152
|
|
|
$
|
3,569,937
|
|
|
$
|
4,056,173
|
|
|
$
|
4,254,647
|
|
Total assets
|
|
$
|
3,586,362
|
|
|
$
|
3,647,470
|
|
|
$
|
3,918,264
|
|
|
$
|
4,452,973
|
|
|
$
|
4,621,251
|
|
Total debt
|
|
$
|
1,624,925
|
|
|
$
|
1,622,049
|
|
|
$
|
1,746,086
|
|
|
$
|
1,997,925
|
|
|
$
|
2,166,238
|
|
Total shareholders’ equity
|
|
$
|
1,632,477
|
|
|
$
|
1,746,591
|
|
|
$
|
1,885,700
|
|
|
$
|
2,152,086
|
|
|
$
|
2,155,337
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
481,686
|
|
|
$
|
482,497
|
|
|
$
|
538,139
|
|
|
$
|
583,143
|
|
|
$
|
603,960
|
|
Total expenses
|
|
(389,003
|
)
|
|
(368,987
|
)
|
|
(478,904
|
)
|
|
(456,997
|
)
|
|
(462,890
|
)
|
|||||
Interest expense
|
|
(76,571
|
)
|
|
(73,746
|
)
|
|
(146,092
|
)
|
|
(109,730
|
)
|
|
(138,938
|
)
|
|||||
Gain on sales of investment properties
|
|
18,872
|
|
|
37,211
|
|
|
337,975
|
|
|
129,707
|
|
|
121,792
|
|
|||||
Other, net
|
|
(2,587
|
)
|
|
665
|
|
|
373
|
|
|
20,694
|
|
|
1,700
|
|
|||||
Net income
|
|
32,397
|
|
|
77,640
|
|
|
251,491
|
|
|
166,817
|
|
|
125,624
|
|
|||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|||||
Net income attributable to the Company
|
|
32,397
|
|
|
77,640
|
|
|
251,491
|
|
|
166,817
|
|
|
125,096
|
|
|||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
(13,867
|
)
|
|
(9,450
|
)
|
|
(9,450
|
)
|
|||||
Net income attributable to common shareholders
|
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
237,624
|
|
|
$
|
157,367
|
|
|
$
|
115,646
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per common share – basic and diluted
|
|
$
|
0.15
|
|
|
$
|
0.35
|
|
|
$
|
1.03
|
|
|
$
|
0.66
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions declared – preferred
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,161
|
|
|
$
|
9,450
|
|
|
$
|
9,450
|
|
Distributions declared per preferred share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.70
|
|
|
$
|
1.75
|
|
|
$
|
1.75
|
|
Excess of redemption value over carrying value of
preferred stock redemption
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions declared – common
|
|
$
|
141,528
|
|
|
$
|
144,409
|
|
|
$
|
151,612
|
|
|
$
|
157,168
|
|
|
$
|
157,173
|
|
Distributions declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by operating activities
|
|
$
|
231,491
|
|
|
$
|
204,163
|
|
|
$
|
247,516
|
|
|
$
|
266,130
|
|
|
$
|
266,650
|
|
Cash flows (used in) provided by investing activities
|
|
$
|
(90,302
|
)
|
|
$
|
87,275
|
|
|
$
|
608,302
|
|
|
$
|
12,444
|
|
|
$
|
2,623
|
|
Cash flows used in financing activities
|
|
$
|
(146,343
|
)
|
|
$
|
(358,172
|
)
|
|
$
|
(851,832
|
)
|
|
$
|
(283,453
|
)
|
|
$
|
(352,806
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares outstanding – basic
|
|
212,948
|
|
|
217,830
|
|
|
230,747
|
|
|
236,651
|
|
|
236,380
|
|
|||||
Weighted average number of common shares outstanding – diluted
|
|
213,198
|
|
|
218,231
|
|
|
230,927
|
|
|
236,951
|
|
|
236,382
|
|
•
|
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;
|
•
|
adverse impact of e-commerce developments and shifting consumer retail behavior on our tenants;
|
•
|
interest rates or operating costs;
|
•
|
the discontinuation of LIBOR;
|
•
|
real estate and zoning laws and changes in real property tax rates;
|
▪
|
real estate valuations;
|
•
|
our leverage;
|
•
|
our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
|
•
|
our ability to obtain necessary outside financing;
|
•
|
the availability, terms and deployment of capital;
|
•
|
general volatility of the capital and credit markets and the market price of our Class A common stock;
|
•
|
risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
|
•
|
risks generally associated with redevelopment, including the impact of construction delays and cost overruns, our ability to lease redeveloped space and our ability to identify and pursue redevelopment opportunities;
|
•
|
composition of members of our senior management team;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
our ability to continue to qualify as a REIT;
|
•
|
governmental regulations, tax laws and rates and similar matters;
|
•
|
our compliance with laws, rules and regulations;
|
•
|
environmental uncertainties and exposure to natural disasters;
|
•
|
insurance coverage; and
|
•
|
the likelihood or actual occurrence of terrorist attacks in the U.S.
|
Property Type
|
|
Number of
Properties
|
|
GLA
(in thousands)
|
|
Occupancy
|
|
Percent Leased
Including Leases
Signed (a)
|
||||
Retail operating portfolio:
|
|
|
|
|
|
|
|
|
||||
Multi-tenant retail:
|
|
|
|
|
|
|
|
|
|
|||
Neighborhood and community centers
|
|
63
|
|
|
10,244
|
|
|
95.5
|
%
|
|
96.8
|
%
|
Power centers
|
|
23
|
|
|
4,922
|
|
|
96.2
|
%
|
|
96.8
|
%
|
Lifestyle centers and mixed-use properties (b)
|
|
16
|
|
|
4,545
|
|
|
93.4
|
%
|
|
94.0
|
%
|
Total multi-tenant retail
|
|
102
|
|
|
19,711
|
|
|
95.2
|
%
|
|
96.2
|
%
|
Single-user retail
|
|
2
|
|
|
261
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating properties
|
|
104
|
|
|
19,972
|
|
|
95.2
|
%
|
|
96.2
|
%
|
Expansion and redevelopment projects:
|
|
|
|
|
|
|
|
|
||||
Circle East (c)
|
|
1
|
|
|
|
|
|
|
|
|
||
One Loudoun Downtown – Pads G & H (d)
|
|
—
|
|
|
|
|
|
|
|
|||
Carillon
|
|
1
|
|
|
|
|
|
|
|
|||
Total number of properties
|
|
106
|
|
|
|
|
|
|
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes the 18 multi-family rental units at Plaza del Lago. As of December 31, 2019, 14 multi-family rental units were leased at an average monthly rental rate per unit of $1,309.
|
(c)
|
The redevelopment at Circle East is no longer combined with our neighboring property Towson Square, which increased our property count within expansion and redevelopment projects by one. There was no change to the property count of lifestyle centers and mixed-use properties as Towson Square remains within our retail operating portfolio.
|
(d)
|
The operating portion of this property is included in the property count of lifestyle centers and mixed-use properties within our retail operating portfolio.
|
•
|
invested $29,470 in our expansion and redevelopment projects at Circle East, Plaza del Lago, One Loudoun Downtown and Carillon;
|
•
|
commenced development of Pads G & H at One Loudoun Downtown and redevelopment at Carillon and reclassified the related costs from “Buildings and other improvements” into “Developments in progress” in the accompanying consolidated balance sheets; and
|
•
|
placed the Plaza del Lago multi-family rental redevelopment project in service and reclassified the related costs from “Developments in progress” into “Buildings and other improvements” in the accompanying consolidated balance sheets.
|
Property Name
|
|
MSA
|
|
December 31, 2019
|
||
Active expansion and redevelopment projects:
|
|
|
|
|
||
Circle East
|
|
Baltimore
|
|
$
|
33,628
|
|
One Loudoun Downtown
|
|
Washington, D.C.
|
|
27,868
|
|
|
Carillon
|
|
Washington, D.C.
|
|
26,407
|
|
|
|
|
|
|
87,903
|
|
|
Land held for future development:
|
|
|
|
|
||
One Loudoun Uptown
|
|
Washington, D.C.
|
|
25,450
|
|
|
Total developments in progress
|
|
|
|
$
|
113,353
|
|
Date
|
|
Property Name
|
|
MSA
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
March 7, 2019
|
|
North Benson Center
|
|
Seattle
|
|
Multi-tenant retail
|
|
70,500
|
|
|
$
|
25,340
|
|
June 10, 2019
|
|
Paradise Valley Marketplace – Parcel
|
|
Phoenix
|
|
Land (a)
|
|
—
|
|
|
1,343
|
|
|
August 13, 2019
|
|
Southlake Town Square – Parcel
|
|
Dallas
|
|
Single-user parcel (b)
|
|
3,100
|
|
|
3,293
|
|
|
|
|
|
|
|
|
|
|
73,600
|
|
|
$
|
29,976
|
|
(a)
|
We acquired a parcel adjacent to our Paradise Valley Marketplace multi-tenant retail operating property. The total number of properties in our portfolio was not affected by this transaction.
|
(b)
|
We acquired a single-user parcel at our Southlake Town Square multi-tenant retail operating property. The total number of properties in our portfolio was not affected by this transaction.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
March 8, 2019
|
|
Edwards Multiplex – Fresno (a)
|
|
Single-user retail
|
|
94,600
|
|
|
$
|
25,850
|
|
June 28, 2019
|
|
North Rivers Towne Center
|
|
Multi-tenant retail
|
|
141,500
|
|
|
18,900
|
|
|
|
|
|
|
|
|
236,100
|
|
|
$
|
44,750
|
|
(a)
|
Prior to the disposition, we were subject to a ground lease whereby we leased the underlying land from a third party. The ground lease was assumed by the purchaser in connection with the disposition.
|
Property Type/Market
|
|
Number of
Properties
|
|
ABR (a)
|
|
% of Total
Multi-Tenant
Retail ABR (a)
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA (a)
|
|
% of Total
Multi-Tenant
Retail GLA (a)
|
|
Occupancy
|
|
% Leased
Including
Signed
|
||||||||||
Multi-Tenant Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Top 25 MSAs (b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas
|
|
19
|
|
|
$
|
84,821
|
|
|
23.2
|
%
|
|
$
|
22.77
|
|
|
3,942
|
|
|
20.0
|
%
|
|
94.5
|
%
|
|
94.8
|
%
|
Washington, D.C.
|
|
8
|
|
|
39,860
|
|
|
10.9
|
%
|
|
29.44
|
|
|
1,388
|
|
|
7.0
|
%
|
|
97.5
|
%
|
|
97.5
|
%
|
||
New York
|
|
9
|
|
|
37,797
|
|
|
10.3
|
%
|
|
29.80
|
|
|
1,292
|
|
|
6.6
|
%
|
|
98.1
|
%
|
|
98.1
|
%
|
||
Chicago
|
|
8
|
|
|
29,156
|
|
|
8.0
|
%
|
|
23.63
|
|
|
1,358
|
|
|
6.9
|
%
|
|
90.9
|
%
|
|
91.3
|
%
|
||
Seattle
|
|
9
|
|
|
23,879
|
|
|
6.5
|
%
|
|
16.45
|
|
|
1,548
|
|
|
7.9
|
%
|
|
93.8
|
%
|
|
98.2
|
%
|
||
Baltimore
|
|
5
|
|
|
23,066
|
|
|
6.3
|
%
|
|
16.07
|
|
|
1,604
|
|
|
8.1
|
%
|
|
89.5
|
%
|
|
94.0
|
%
|
||
Atlanta
|
|
9
|
|
|
20,648
|
|
|
5.7
|
%
|
|
13.85
|
|
|
1,513
|
|
|
7.7
|
%
|
|
98.5
|
%
|
|
98.5
|
%
|
||
Houston
|
|
9
|
|
|
16,446
|
|
|
4.5
|
%
|
|
15.01
|
|
|
1,141
|
|
|
5.8
|
%
|
|
96.0
|
%
|
|
97.1
|
%
|
||
San Antonio
|
|
3
|
|
|
12,825
|
|
|
3.5
|
%
|
|
18.04
|
|
|
722
|
|
|
3.7
|
%
|
|
98.5
|
%
|
|
98.5
|
%
|
||
Phoenix
|
|
3
|
|
|
10,959
|
|
|
3.0
|
%
|
|
17.92
|
|
|
632
|
|
|
3.2
|
%
|
|
96.8
|
%
|
|
98.1
|
%
|
||
Los Angeles
|
|
1
|
|
|
5,711
|
|
|
1.6
|
%
|
|
25.98
|
|
|
241
|
|
|
1.2
|
%
|
|
91.1
|
%
|
|
93.8
|
%
|
||
Riverside
|
|
1
|
|
|
4,508
|
|
|
1.2
|
%
|
|
15.72
|
|
|
292
|
|
|
1.5
|
%
|
|
98.1
|
%
|
|
98.1
|
%
|
||
St. Louis
|
|
1
|
|
|
4,275
|
|
|
1.2
|
%
|
|
9.60
|
|
|
453
|
|
|
2.3
|
%
|
|
98.3
|
%
|
|
98.3
|
%
|
||
Charlotte
|
|
1
|
|
|
3,964
|
|
|
1.1
|
%
|
|
13.68
|
|
|
320
|
|
|
1.6
|
%
|
|
90.6
|
%
|
|
90.6
|
%
|
||
Tampa
|
|
1
|
|
|
2,378
|
|
|
0.7
|
%
|
|
19.51
|
|
|
126
|
|
|
0.6
|
%
|
|
97.0
|
%
|
|
97.0
|
%
|
||
Subtotal
|
|
87
|
|
|
320,293
|
|
|
87.7
|
%
|
|
20.35
|
|
|
16,572
|
|
|
84.1
|
%
|
|
95.0
|
%
|
|
96.1
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Top 25 MSAs (b)
|
|
15
|
|
|
44,978
|
|
|
12.3
|
%
|
|
14.91
|
|
|
3,139
|
|
|
15.9
|
%
|
|
96.0
|
%
|
|
96.5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
102
|
|
|
365,271
|
|
|
100.0
|
%
|
|
19.47
|
|
|
19,711
|
|
|
100.0
|
%
|
|
95.2
|
%
|
|
96.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
2
|
|
|
5,864
|
|
|
|
|
22.49
|
|
|
261
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Retail
Operating Portfolio (c)
|
|
104
|
|
|
371,135
|
|
|
|
|
$
|
19.52
|
|
|
19,972
|
|
|
|
|
95.2
|
%
|
|
96.2
|
%
|
(a)
|
Excludes $1,898 of multi-tenant retail ABR and 106 square feet of multi-tenant retail GLA attributable to Circle East and Carillon, both of which are in active redevelopment and are located in the Baltimore and Washington, D.C. MSAs, respectively. Including these amounts, 87.8% of our multi-tenant retail ABR and 84.2% 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 the 18 multi-family rental units at Plaza del Lago, which were placed in service during the three months ended September 30, 2019. As of December 31, 2019, 14 multi-family rental units were leased at an average monthly rental rate per unit of $1,309.
|
|
|
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 (b)
|
||||||||||
Comparable Renewal Leases
|
|
310
|
|
|
1,989
|
|
|
$
|
20.59
|
|
|
$
|
19.56
|
|
|
5.3
|
%
|
|
4.8
|
|
|
$
|
2.15
|
|
Comparable New Leases
|
|
76
|
|
|
469
|
|
|
23.93
|
|
|
20.00
|
|
|
19.7
|
%
|
|
9.7
|
|
|
58.31
|
|
|||
Non-Comparable New and Renewal Leases (c)
|
|
112
|
|
|
797
|
|
|
18.53
|
|
|
N/A
|
|
|
N/A
|
|
|
7.7
|
|
|
31.96
|
|
|||
Total
|
|
498
|
|
|
3,255
|
|
|
$
|
21.23
|
|
|
$
|
19.64
|
|
|
8.1
|
%
|
|
6.3
|
|
|
$
|
17.05
|
|
(a)
|
Total excludes the impact of Non-Comparable New and Renewal Leases.
|
(b)
|
Excludes tenant allowances and related square foot amounts at our active and near-term expansion and redevelopment projects. These tenant allowances are included in the expected investment for each project.
|
(c)
|
Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and the current lease do not have a consistent lease structure.
|
•
|
issued $100,000 of 10-year 4.82% senior unsecured notes in a private placement transaction pursuant to a note purchase agreement we entered into with certain institutional investors;
|
•
|
entered into a term loan agreement with a group of financial institutions for a five-year $120,000 unsecured term loan (Term Loan Due 2024) and a seven-year $150,000 unsecured term loan (Term Loan Due 2026). The term loans bear interest at a rate of LIBOR, adjusted based on applicable reserve percentages established by the Federal Reserve, plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% for the Term Loan Due 2024 and 1.50% to 2.20% for the Term Loan Due 2026;
|
•
|
entered into agreements to swap $120,000 of LIBOR-based variable rate debt to a fixed interest rate of 1.68% through July 2024 and $150,000 of LIBOR-based variable rate debt to a fixed interest rate of 1.77% through July 2026;
|
•
|
repaid $255,000, net of borrowings, on our unsecured revolving line of credit; and
|
•
|
repaid $107,671 of mortgages payable, incurred $8,151 of debt prepayment fees and made scheduled principal payments of $2,875 related to amortizing loans.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Lease income
|
$
|
481,686
|
|
|
$
|
482,497
|
|
|
$
|
(811
|
)
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
68,396
|
|
|
74,885
|
|
|
(6,489
|
)
|
|||
Real estate taxes
|
73,247
|
|
|
73,683
|
|
|
(436
|
)
|
|||
Depreciation and amortization
|
194,573
|
|
|
175,977
|
|
|
18,596
|
|
|||
Provision for impairment of investment properties
|
12,298
|
|
|
2,079
|
|
|
10,219
|
|
|||
General and administrative expenses
|
40,489
|
|
|
42,363
|
|
|
(1,874
|
)
|
|||
Total expenses
|
389,003
|
|
|
368,987
|
|
|
20,016
|
|
|||
|
|
|
|
|
|
||||||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(76,571
|
)
|
|
(73,746
|
)
|
|
(2,825
|
)
|
|||
Gain on sales of investment properties
|
18,872
|
|
|
37,211
|
|
|
(18,339
|
)
|
|||
Other (expense) income, net
|
(2,587
|
)
|
|
665
|
|
|
(3,252
|
)
|
|||
Net income
|
32,397
|
|
|
77,640
|
|
|
(45,243
|
)
|
|||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
(45,243
|
)
|
•
|
an $18,596 increase in depreciation and amortization primarily due to the write-off of assets taken out of service due to the demolition of existing structures at our Carillon redevelopment during the year ended December 31, 2019. No such write-off occurred during the year ended December 31, 2018;
|
•
|
an $18,339 decrease in gain on sales of investment properties related to the sale of two investment properties, representing approximately 236,100 square feet of GLA, and the sale of two land parcels during the year ended December 31, 2019 compared to the sale of 10 investment properties and a land parcel, representing approximately 1,831,200 square feet of GLA, and the sale of air rights at Circle East during the year ended December 31, 2018; and
|
•
|
a $10,219 increase in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 12 and 13 to the accompanying consolidated financial statements), we recognized impairment charges of $12,298 and $2,079 during the years ended December 31, 2019 and 2018, respectively;
|
•
|
a $6,489 decrease in operating expenses primarily due to the sales of operating properties during 2018 and 2019 as well as termination fee expense of $1,900 incurred during 2018 related to the Toys “R” Us auction process whereby we were the winning bidder on two leases. No such termination fee expense was incurred during 2019.
|
•
|
the addition of three same store investment properties acquired prior to January 1, 2018;
|
•
|
the removal of two same store investment properties sold during the year ended December 31, 2019.
|
•
|
properties acquired after December 31, 2017;
|
•
|
Reisterstown Road Plaza, which was reclassified from active redevelopment into our retail operating portfolio during 2018;
|
•
|
the multi-family rental units at Plaza del Lago, a redevelopment project that was placed in service during 2019;
|
•
|
Circle East, which is in active redevelopment;
|
•
|
One Loudoun Downtown – Pads G & H, which are in active development;
|
•
|
Carillon, which is in active redevelopment;
|
•
|
properties that were sold or held for sale in 2018 and 2019; and
|
•
|
the net income from our wholly owned captive insurance company.
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
(45,243
|
)
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Gain on sales of investment properties
|
(18,872
|
)
|
|
(37,211
|
)
|
|
18,339
|
|
|||
Depreciation and amortization
|
194,573
|
|
|
175,977
|
|
|
18,596
|
|
|||
Provision for impairment of investment properties
|
12,298
|
|
|
2,079
|
|
|
10,219
|
|
|||
General and administrative expenses
|
40,489
|
|
|
42,363
|
|
|
(1,874
|
)
|
|||
Interest expense
|
76,571
|
|
|
73,746
|
|
|
2,825
|
|
|||
Straight-line rental income, net
|
(4,533
|
)
|
|
(5,717
|
)
|
|
1,184
|
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(5,429
|
)
|
|
(5,467
|
)
|
|
38
|
|
|||
Amortization of lease inducements
|
1,329
|
|
|
1,020
|
|
|
309
|
|
|||
Lease termination fees, net
|
(2,024
|
)
|
|
179
|
|
|
(2,203
|
)
|
|||
Non-cash ground rent expense, net
|
1,356
|
|
|
1,844
|
|
|
(488
|
)
|
|||
Other expense (income), net
|
2,587
|
|
|
(665
|
)
|
|
3,252
|
|
|||
NOI
|
330,742
|
|
|
325,788
|
|
|
4,954
|
|
|||
NOI from Other Investment Properties
|
(10,099
|
)
|
|
(13,556
|
)
|
|
3,457
|
|
|||
Same Store NOI
|
$
|
320,643
|
|
|
$
|
312,232
|
|
|
$
|
8,411
|
|
|
Year Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
344,872
|
|
|
$
|
336,713
|
|
|
$
|
8,159
|
|
Percentage and specialty rent
|
3,187
|
|
|
3,681
|
|
|
(494
|
)
|
|||
Tenant recoveries
|
102,932
|
|
|
101,313
|
|
|
1,619
|
|
|||
Other lease-related income
|
5,569
|
|
|
4,675
|
|
|
894
|
|
|||
Bad debt, net
|
(2,387
|
)
|
|
(1,915
|
)
|
|
(472
|
)
|
|||
Property operating expenses
|
(62,047
|
)
|
|
(61,502
|
)
|
|
(545
|
)
|
|||
Real estate taxes
|
(71,483
|
)
|
|
(70,733
|
)
|
|
(750
|
)
|
|||
Same Store NOI
|
$
|
320,643
|
|
|
$
|
312,232
|
|
|
$
|
8,411
|
|
(a)
|
Includes $26,330 of accelerated depreciation recorded in connection with the write-off of assets taken out of service due to the demolition of existing structures at our Carillon redevelopment during the year ended December 31, 2019.
|
(b)
|
FFO attributable to common shareholders for the year ended December 31, 2018 has been restated to exclude $3,464 of gain on sale of non-depreciable investment property in connection with our adoption of the 2018 FFO White Paper effective January 1, 2019 on a retrospective basis. As the gain on sale of non-depreciable investment property was previously excluded from Operating FFO attributable to common shareholders, there was no change to Operating FFO attributable to common shareholders.
|
(c)
|
Reflected as an increase (decrease) within “General and administrative expenses” in the accompanying consolidated statements of operations and other comprehensive (loss) income.
|
(d)
|
Included within “Preferred stock dividends” in the accompanying consolidated statements of operations and other comprehensive (loss) income.
|
(e)
|
Primarily consists of the impact on earnings from litigation involving the Company, including costs to engage outside counsel related to litigation with former tenants, which are included in “Other (expense) income, net” in the accompanying consolidated statements of operations and other comprehensive (loss) income.
|
|
SOURCES
|
|
USES
|
▪
|
Operating cash flow
|
▪
|
Tenant allowances and leasing costs
|
▪
|
Cash and cash equivalents
|
▪
|
Improvements made to individual properties, certain of which are not
|
▪
|
Available borrowings under our unsecured revolving
|
|
recoverable through common area maintenance charges to tenants
|
|
line of credit
|
▪
|
Debt repayments
|
▪
|
Proceeds from capital markets transactions
|
▪
|
Distribution payments
|
▪
|
Proceeds from asset dispositions
|
▪
|
Redevelopment, expansion and pad development activities
|
▪
|
Proceeds from the sales of air rights
|
▪
|
Acquisitions
|
|
|
▪
|
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)
|
|
$
|
94,904
|
|
|
4.37
|
%
|
|
Various
|
|
5.1 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
1.5 years
|
|
Senior notes – 4.58% due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
4.5 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
5.2 years
|
|
Senior notes – 4.08% due 2026
|
|
100,000
|
|
|
4.08
|
%
|
|
September 30, 2026
|
|
6.8 years
|
|
Senior notes – 4.24% due 2028
|
|
100,000
|
|
|
4.24
|
%
|
|
December 28, 2028
|
|
9.0 years
|
|
Senior notes – 4.82% due 2029
|
|
100,000
|
|
|
4.82
|
%
|
|
June 28, 2029
|
|
9.5 years
|
|
Total unsecured notes payable (a)
|
|
800,000
|
|
|
4.27
|
%
|
|
|
|
5.8 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Term loan due 2021 – fixed rate (b)
|
|
250,000
|
|
|
3.20
|
%
|
|
January 5, 2021
|
|
1.0 year
|
|
Revolving line of credit – variable rate
|
|
18,000
|
|
|
2.85
|
%
|
|
April 22, 2022 (c)
|
|
2.3 years
|
|
Total unsecured credit facility (a)
|
|
268,000
|
|
|
3.18
|
%
|
|
|
|
1.1 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured term loans:
|
|
|
|
|
|
|
|
|
|||
Term Loan Due 2023 – fixed rate (d)
|
|
200,000
|
|
|
4.05
|
%
|
|
November 22, 2023
|
|
3.9 years
|
|
Term Loan Due 2024 – fixed rate (e)
|
|
120,000
|
|
|
2.88
|
%
|
|
July 17, 2024
|
|
4.5 years
|
|
Term Loan Due 2026 – fixed rate (f)
|
|
150,000
|
|
|
3.27
|
%
|
|
July 17, 2026
|
|
6.5 years
|
|
Total unsecured term loans (a)
|
|
470,000
|
|
|
3.50
|
%
|
|
|
|
4.9 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness
|
|
$
|
1,632,904
|
|
|
3.88
|
%
|
|
|
|
4.7 years
|
(a)
|
Fixed rate mortgages payable excludes mortgage discount of $(493) and capitalized loan fees of $(256), net of accumulated amortization, as of December 31, 2019. Unsecured notes payable excludes discount of $(616) and capitalized loan fees of $(3,137), net of accumulated amortization, as of December 31, 2019. Unsecured term loans exclude capitalized loan fees of $(3,477), net of accumulated amortization, as of December 31, 2019. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
(b)
|
Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of December 31, 2019.
|
(c)
|
We have 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 0.075% of the commitment amount being extended.
|
(d)
|
Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of December 31, 2019.
|
(e)
|
Reflects $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of December 31, 2019.
|
(f)
|
Reflects $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of December 31, 2019.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Investment Grade Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Facility Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan due 2021
|
|
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%
|
Unsecured Term Loans
|
|
Maturity Date
|
|
Leverage-Based Pricing
Credit Spread
|
|
Investment Grade Pricing
Credit Spread
|
$200,000 unsecured term loan due 2023
|
|
11/22/2023
|
|
1.20% – 1.85%
|
|
0.85% – 1.65%
|
$120,000 unsecured term loan due 2024
|
|
7/17/2024
|
|
1.20% – 1.70%
|
|
0.80% – 1.65%
|
$150,000 unsecured term loan due 2026
|
|
7/17/2026
|
|
1.50% – 2.20%
|
|
1.35% – 2.25%
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
2,494
|
|
|
$
|
2,626
|
|
|
$
|
26,678
|
|
|
$
|
31,758
|
|
|
$
|
1,737
|
|
|
$
|
29,611
|
|
|
$
|
94,904
|
|
|
$
|
98,082
|
|
Fixed rate term loans (b)
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
120,000
|
|
|
150,000
|
|
|
720,000
|
|
|
720,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
550,000
|
|
|
800,000
|
|
|
822,883
|
|
||||||||
Total fixed rate debt
|
2,494
|
|
|
352,626
|
|
|
26,678
|
|
|
231,758
|
|
|
271,737
|
|
|
729,611
|
|
|
1,614,904
|
|
|
1,640,965
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate revolving line of credit
|
—
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
18,000
|
|
||||||||
Total debt (d)
|
$
|
2,494
|
|
|
$
|
352,626
|
|
|
$
|
44,678
|
|
|
$
|
231,758
|
|
|
$
|
271,737
|
|
|
$
|
729,611
|
|
|
$
|
1,632,904
|
|
|
$
|
1,658,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.38
|
%
|
|
3.47
|
%
|
|
4.81
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.89
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|
|
|||||||||
Total
|
4.38
|
%
|
|
3.47
|
%
|
|
4.02
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.88
|
%
|
|
|
(a)
|
Excludes mortgage discount of $(493) and capitalized loan fees of $(256), net of accumulated amortization, as of December 31, 2019.
|
(b)
|
Excludes capitalized loan fees of $(3,477), net of accumulated amortization, as of December 31, 2019. The following variable rate term loans have been swapped to fixed rate debt: (i) $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 through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of December 31, 2019, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
|
(c)
|
Excludes discount of $(616) and capitalized loan fees of $(3,137), net of accumulated amortization, as of December 31, 2019.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was 4.7 years as of December 31, 2019.
|
(e)
|
Represents interest rate as of December 31, 2019.
|
|
|
Number of
Properties Sold (a)
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (b)
|
|
Debt
Extinguished
|
|
||||||||
2019 Dispositions
|
|
2
|
|
|
236,100
|
|
|
$
|
44,750
|
|
|
$
|
39,594
|
|
|
$
|
—
|
|
|
2018 Dispositions
|
|
10
|
|
|
1,831,200
|
|
|
$
|
201,400
|
|
|
$
|
184,109
|
|
|
$
|
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 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, as well as capital and tenant-related costs credited to the buyer at close, as applicable. 2017 dispositions include proceeds of $54,087, which were temporarily restricted related to potential 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
|
||||||
2019 Acquisitions (a)
|
|
3
|
|
|
73,600
|
|
|
$
|
29,976
|
|
|
$
|
—
|
|
2018 Acquisition (b)
|
|
1
|
|
|
—
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
2017 Acquisitions (c)
|
|
10
|
|
|
443,800
|
|
|
$
|
202,915
|
|
|
$
|
—
|
|
(a)
|
In addition to the acquisition of one multi-tenant retail operating property, 2019 acquisitions include the purchase of the following that did not affect our property count: (i) a parcel adjacent to our Paradise Valley Marketplace multi-tenant retail operating property and (ii) a single-user parcel at our Southlake Town Square multi-tenant retail operating property.
|
(b)
|
2018 acquisition is One Loudoun Uptown, a 58-acre land parcel, which contains 32 acres that are developable, located adjacent to our One Loudoun Downtown multi-tenant retail operating property. The total number of properties in our portfolio was not affected by this transaction.
|
(c)
|
In addition to the acquisition of three multi-tenant retail operating properties, 2017 acquisitions include the purchase of the following that did not affect our property count: (i) the fee interest in our Carillon multi-tenant retail property that was previously subject to a ground lease with a third party, (ii) 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 were acquired in phases as the seller completed construction on stand-alone buildings at the property, and (iii) a multi-tenant retail outparcel located at our Southlake Town Square multi-tenant retail operating property.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
231,491
|
|
|
$
|
204,163
|
|
|
$
|
27,328
|
|
Net cash (used in) provided by investing activities
|
|
(90,302
|
)
|
|
87,275
|
|
|
(177,577
|
)
|
|||
Net cash used in financing activities
|
|
(146,343
|
)
|
|
(358,172
|
)
|
|
211,829
|
|
|||
Decrease in cash, cash equivalents and restricted cash
|
|
(5,154
|
)
|
|
(66,734
|
)
|
|
61,580
|
|
|||
Cash, cash equivalents and restricted cash, at beginning of year
|
|
19,601
|
|
|
86,335
|
|
|
|
||||
Cash, cash equivalents and restricted cash, at end of year
|
|
$
|
14,447
|
|
|
$
|
19,601
|
|
|
|
•
|
a $4,954 increase in NOI, consisting of an increase in Same Store NOI of $8,411, partially offset by a decrease in NOI from properties that were sold or held for sale in 2018 and 2019 and other properties not included in our same store portfolio of $3,457; and
|
•
|
ordinary course fluctuations in working capital accounts;
|
•
|
a $1,661 increase in cash paid for leasing fees and inducements;
|
•
|
a $1,230 increase in cash paid for interest, excluding debt prepayment fees; and
|
•
|
a $514 increase in cash bonuses paid.
|
•
|
a $153,231 decrease in proceeds from the sales of investment properties;
|
•
|
a $17,244 increase in investment in developments in progress;
|
•
|
a $4,441 increase in cash paid to purchase investment properties; and
|
•
|
a $2,661 increase in capital expenditures and tenant improvements.
|
•
|
a $270,000 increase in proceeds from the issuance of the Term Loan Due 2024 and the Term Loan Due 2026 during the year ended December 31, 2019. No such proceeds were received in 2018;
|
•
|
a $100,000 increase in proceeds from the issuance of unsecured notes payable to institutional investors in a private placement transaction during the year ended December 31, 2019. No such proceeds were received in 2018;
|
•
|
a $100,000 decrease in repayments of unsecured term loans resulting from the repayment of our unsecured term loan due 2018 during the year ended December 31, 2018. No such repayments were made in 2019;
|
•
|
a $74,952 decrease in cash paid to repurchase common shares through our common stock repurchase program resulting from the common stock repurchased in 2018. No such repurchases were completed in 2019;
|
•
|
a $3,805 decrease in distributions paid as a result of a decrease in common shares outstanding due to the repurchase of common shares through our common stock repurchase program in 2018; and
|
•
|
a $3,435 decrease in the payment of loan fees and deposits;
|
•
|
a $312,000 change in the activity on our unsecured revolving line of credit from net borrowings of $57,000 during the year ended December 31, 2018 compared to net repayments of $255,000 during the year ended December 31, 2019;
|
•
|
a $28,758 increase in principal payments on mortgages payable; and
|
•
|
a $2,360 increase in debt prepayment fees.
|
•
|
the impact of any 2020 debt activity;
|
•
|
recorded debt discounts and capitalized loan fees, which are not obligations;
|
•
|
obligations related to developments, redevelopments, expansions and pad developments as well as recurring capital additions, as payments are only due upon satisfactory performance under the contracts; and
|
•
|
letters of credit totaling $291 that serve as collateral for certain capital improvements at one of our properties, which will be satisfied upon completion of the project.
|
|
Payment due by period
|
||||||||||||||||||
|
Less than
1 year (b)
|
|
1–3
years (c)
|
|
3–5
years (d)
|
|
More than
5 years (e)
|
|
Total
|
||||||||||
Long-term debt (a):
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate
|
$
|
2,494
|
|
|
$
|
379,304
|
|
|
$
|
503,495
|
|
|
$
|
729,611
|
|
|
$
|
1,614,904
|
|
Variable rate
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|||||
Interest (f)
|
63,672
|
|
|
103,400
|
|
|
82,104
|
|
|
58,862
|
|
|
308,038
|
|
|||||
Operating lease obligations (g)
|
6,152
|
|
|
12,438
|
|
|
11,800
|
|
|
247,798
|
|
|
278,188
|
|
|||||
|
$
|
72,318
|
|
|
$
|
513,142
|
|
|
$
|
597,399
|
|
|
$
|
1,036,271
|
|
|
$
|
2,219,130
|
|
(a)
|
Fixed rate amounts for each year include scheduled principal amortization payments. Interest payments related to variable rate debt were calculated using interest rates as of December 31, 2019.
|
(b)
|
We plan on addressing our 2020 scheduled principal payments on our mortgages payable through a combination of cash flows from operations, working capital and our unsecured revolving line of credit.
|
(c)
|
Included in fixed rate debt is $250,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through three interest rate swaps through January 2021.
|
(d)
|
Included in fixed rate debt is (i) $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through two interest rate swaps through November 2023 and (ii) $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through three interest rate swaps through July 2024.
|
(e)
|
Included in fixed rate debt is $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate through three interest rate swaps through July 2026.
|
(f)
|
Represents expected interest payments on our consolidated debt obligations as of December 31, 2019, including any capitalized interest.
|
(g)
|
We lease land under non-cancellable leases at certain of our properties expiring in various years from 2035 to 2073, not inclusive of any available option period. In addition, unless we can purchase a fee interest in the underlying land or extend the terms of these leases before or at their expiration, we will lose our interest in the improvements and the right to operate these properties. We lease office space under non-cancellable leases expiring in various years from 2020 to 2023.
|
•
|
a substantial decline in or continued low occupancy rate or cash flow;
|
•
|
expected significant declines in occupancy in the near future;
|
•
|
continued difficulty in leasing space;
|
•
|
a significant concentration of financially troubled tenants;
|
•
|
a reduction in anticipated holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by our management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location;
|
•
|
estimated holding period or various potential holding periods when considering probability-weighted scenarios;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated interest and internal costs expected to be capitalized, dates of construction completion and grand opening dates for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress;
|
•
|
comparable selling prices; and
|
•
|
a property-specific discount rate.
|
•
|
closed on the disposition of King Philip’s Crossing, a 105,900 square foot multi-tenant retail operating property located in Seekonk, Massachusetts, for a sales price of $13,900 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
|
•
|
closed on the acquisition of the fee interest in Fullerton Metrocenter, our existing multi-tenant retail operating property located in Fullerton, California, for a gross purchase price of $55,000. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor;
|
•
|
granted 116 restricted shares at a grant date fair value of $13.07 per share and 331 RSUs at a grant date fair value of $13.67 per RSU to our executives in conjunction with our long-term equity compensation plan. The restricted shares will vest over three years and the RSUs granted are subject to a three-year performance period. Refer to Note 5 to the accompanying consolidated financial statements for additional details regarding the terms of the RSUs;
|
•
|
issued 105 shares of common stock and 175 restricted shares with a one year vesting term for the RSUs with a performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued for dividends that would have been paid on the common stock and restricted shares during the performance period; and
|
•
|
declared the cash dividend for the first quarter of 2020 of $0.165625 per share on our outstanding Class A common stock, which will be paid on April 9, 2020 to Class A common shareholders of record at the close of business on March 26, 2020.
|
|
|
Notional
Amount
|
|
Maturity Date
|
|
Fair Value of
Derivative Liability
|
||||
Unsecured credit facility term loan due 2021
|
|
$
|
250,000
|
|
|
January 5, 2021
|
|
$
|
1,005
|
|
Term Loan Due 2023
|
|
200,000
|
|
|
November 22, 2023
|
|
9,656
|
|
||
Term Loan Due 2024
|
|
120,000
|
|
|
July 17, 2024
|
|
499
|
|
||
Term Loan Due 2026
|
|
150,000
|
|
|
July 17, 2026
|
|
1,128
|
|
||
|
|
$
|
720,000
|
|
|
|
|
$
|
12,288
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
2,494
|
|
|
$
|
2,626
|
|
|
$
|
26,678
|
|
|
$
|
31,758
|
|
|
$
|
1,737
|
|
|
$
|
29,611
|
|
|
$
|
94,904
|
|
|
$
|
98,082
|
|
Fixed rate term loans (b)
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
120,000
|
|
|
150,000
|
|
|
720,000
|
|
|
720,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
550,000
|
|
|
800,000
|
|
|
822,883
|
|
||||||||
Total fixed rate debt
|
2,494
|
|
|
352,626
|
|
|
26,678
|
|
|
231,758
|
|
|
271,737
|
|
|
729,611
|
|
|
1,614,904
|
|
|
1,640,965
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate revolving line of credit
|
—
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
18,000
|
|
||||||||
Total debt (d)
|
$
|
2,494
|
|
|
$
|
352,626
|
|
|
$
|
44,678
|
|
|
$
|
231,758
|
|
|
$
|
271,737
|
|
|
$
|
729,611
|
|
|
$
|
1,632,904
|
|
|
$
|
1,658,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
4.38
|
%
|
|
3.47
|
%
|
|
4.81
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.89
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|
|
|||||||||
Total
|
4.38
|
%
|
|
3.47
|
%
|
|
4.02
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.88
|
%
|
|
|
(a)
|
Excludes mortgage discount of $(493) and capitalized loan fees of $(256), net of accumulated amortization, as of December 31, 2019.
|
(b)
|
Excludes capitalized loan fees of $(3,477), net of accumulated amortization, as of December 31, 2019. The following variable rate term loans have been swapped to fixed rate debt: (i) $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 through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of December 31, 2019, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
|
(c)
|
Excludes discount of $(616) and capitalized loan fees of $(3,137), net of accumulated amortization, as of December 31, 2019.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was 4.7 years as of December 31, 2019.
|
(e)
|
Represents interest rate as of December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
We tested the effectiveness of the controls over management’s identification of possible circumstances that may indicate the carrying amounts of investment properties are no longer recoverable, including controls over management’s estimates.
|
•
|
We evaluated management’s impairment analysis by:
|
◦
|
Testing real estate assets for possible indications of impairment, including searching for adverse asset-specific and/or market conditions.
|
◦
|
Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis.
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,021,829
|
|
|
$
|
1,036,901
|
|
Building and other improvements
|
|
3,544,582
|
|
|
3,607,484
|
|
||
Developments in progress
|
|
113,353
|
|
|
48,369
|
|
||
|
|
4,679,764
|
|
|
4,692,754
|
|
||
Less: accumulated depreciation
|
|
(1,383,274
|
)
|
|
(1,313,602
|
)
|
||
Net investment properties (includes $12,445 and $0 from consolidated
variable interest entities, respectively)
|
|
3,296,490
|
|
|
3,379,152
|
|
||
Cash and cash equivalents
|
|
9,989
|
|
|
14,722
|
|
||
Accounts and notes receivable, net
|
|
73,832
|
|
|
78,398
|
|
||
Acquired lease intangible assets, net
|
|
79,832
|
|
|
97,090
|
|
||
Right-of-use lease assets
|
|
50,241
|
|
|
—
|
|
||
Other assets, net (includes $164 and $1,264 from consolidated
variable interest entities, respectively)
|
|
75,978
|
|
|
78,108
|
|
||
Total assets
|
|
$
|
3,586,362
|
|
|
$
|
3,647,470
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
94,155
|
|
|
$
|
205,320
|
|
Unsecured notes payable, net
|
|
796,247
|
|
|
696,362
|
|
||
Unsecured term loans, net
|
|
716,523
|
|
|
447,367
|
|
||
Unsecured revolving line of credit
|
|
18,000
|
|
|
273,000
|
|
||
Accounts payable and accrued expenses
|
|
78,902
|
|
|
82,942
|
|
||
Distributions payable
|
|
35,387
|
|
|
35,387
|
|
||
Acquired lease intangible liabilities, net
|
|
63,578
|
|
|
86,543
|
|
||
Lease liabilities
|
|
91,129
|
|
|
—
|
|
||
Other liabilities (includes $1,707 and $428 from consolidated
variable interest entities, respectively)
|
|
56,368
|
|
|
73,540
|
|
||
Total liabilities
|
|
1,950,289
|
|
|
1,900,461
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 213,600 and 213,176
shares issued and outstanding as of December 31, 2019 and 2018, respectively
|
|
214
|
|
|
213
|
|
||
Additional paid-in capital
|
|
4,510,484
|
|
|
4,504,702
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,865,933
|
)
|
|
(2,756,802
|
)
|
||
Accumulated other comprehensive loss
|
|
(12,288
|
)
|
|
(1,522
|
)
|
||
Total shareholders’ equity
|
|
1,632,477
|
|
|
1,746,591
|
|
||
Noncontrolling interests
|
|
3,596
|
|
|
418
|
|
||
Total equity
|
|
1,636,073
|
|
|
1,747,009
|
|
||
Total liabilities and equity
|
|
$
|
3,586,362
|
|
|
$
|
3,647,470
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Lease income
|
|
$
|
481,686
|
|
|
$
|
482,497
|
|
|
$
|
538,139
|
|
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||
Operating expenses
|
|
68,396
|
|
|
74,885
|
|
|
84,556
|
|
|||
Real estate taxes
|
|
73,247
|
|
|
73,683
|
|
|
82,755
|
|
|||
Depreciation and amortization
|
|
194,573
|
|
|
175,977
|
|
|
203,866
|
|
|||
Provision for impairment of investment properties
|
|
12,298
|
|
|
2,079
|
|
|
67,003
|
|
|||
General and administrative expenses
|
|
40,489
|
|
|
42,363
|
|
|
40,724
|
|
|||
Total expenses
|
|
389,003
|
|
|
368,987
|
|
|
478,904
|
|
|||
|
|
|
|
|
|
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
(76,571
|
)
|
|
(73,746
|
)
|
|
(146,092
|
)
|
|||
Gain on sales of investment properties
|
|
18,872
|
|
|
37,211
|
|
|
337,975
|
|
|||
Other (expense) income, net
|
|
(2,587
|
)
|
|
665
|
|
|
373
|
|
|||
Net income
|
|
32,397
|
|
|
77,640
|
|
|
251,491
|
|
|||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income attributable to the Company
|
|
32,397
|
|
|
77,640
|
|
|
251,491
|
|
|||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
(13,867
|
)
|
|||
Net income attributable to common shareholders
|
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
237,624
|
|
|
|
|
|
|
|
|
||||||
Earnings per common share – basic and diluted:
|
|
|
|
|
|
|
||||||
Net income per common share attributable to common shareholders
|
|
$
|
0.15
|
|
|
$
|
0.35
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
251,491
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Net unrealized (loss) gain on derivative instruments (Note 8)
|
|
(10,766
|
)
|
|
(2,608
|
)
|
|
352
|
|
|||
Comprehensive income attributable to the Company
|
|
$
|
21,631
|
|
|
$
|
75,032
|
|
|
$
|
251,843
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – basic
|
|
212,948
|
|
|
217,830
|
|
|
230,747
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding – diluted
|
|
213,198
|
|
|
218,231
|
|
|
230,927
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Distributions
in Excess of
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling Interests
|
|
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
Total Equity
|
||||||||||||||||||||||||||
Balance as of January 1, 2017
|
5,400
|
|
|
$
|
5
|
|
|
236,770
|
|
|
$
|
237
|
|
|
$
|
4,927,155
|
|
|
$
|
(2,776,033
|
)
|
|
$
|
722
|
|
|
$
|
2,152,086
|
|
|
$
|
—
|
|
|
$
|
2,152,086
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251,491
|
|
|
—
|
|
|
251,491
|
|
|
—
|
|
|
251,491
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||||||
Redemption of preferred stock
|
(5,400
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(130,289
|
)
|
|
(4,706
|
)
|
|
—
|
|
|
(135,000
|
)
|
|
—
|
|
|
(135,000
|
)
|
||||||||
Distributions declared to preferred shareholders
($1.6965 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,161
|
)
|
|
—
|
|
|
(9,161
|
)
|
|
—
|
|
|
(9,161
|
)
|
||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,612
|
)
|
|
—
|
|
|
(151,612
|
)
|
|
—
|
|
|
(151,612
|
)
|
||||||||
Shares repurchased through common stock
repurchase program
|
—
|
|
|
—
|
|
|
(17,683
|
)
|
|
(18
|
)
|
|
(227,084
|
)
|
|
—
|
|
|
—
|
|
|
(227,102
|
)
|
|
—
|
|
|
(227,102
|
)
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
6,059
|
|
|
—
|
|
|
—
|
|
|
6,059
|
|
|
—
|
|
|
6,059
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
—
|
|
|
(1,413
|
)
|
|
—
|
|
|
(1,413
|
)
|
||||||||
Balance as of December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
219,237
|
|
|
$
|
219
|
|
|
$
|
4,574,428
|
|
|
$
|
(2,690,021
|
)
|
|
$
|
1,074
|
|
|
$
|
1,885,700
|
|
|
$
|
—
|
|
|
$
|
1,885,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cumulative effect of accounting change
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,640
|
|
|
—
|
|
|
77,640
|
|
|
—
|
|
|
77,640
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,608
|
)
|
|
(2,608
|
)
|
|
—
|
|
|
(2,608
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|
418
|
|
||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144,409
|
)
|
|
—
|
|
|
(144,409
|
)
|
|
—
|
|
|
(144,409
|
)
|
||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares repurchased through common stock
repurchase program
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
(6
|
)
|
|
(74,946
|
)
|
|
—
|
|
|
—
|
|
|
(74,952
|
)
|
|
—
|
|
|
(74,952
|
)
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
6,992
|
|
|
—
|
|
|
—
|
|
|
6,992
|
|
|
—
|
|
|
6,992
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(1,772
|
)
|
|
—
|
|
|
—
|
|
|
(1,772
|
)
|
|
—
|
|
|
(1,772
|
)
|
||||||||
Balance as of December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
213,176
|
|
|
$
|
213
|
|
|
$
|
4,504,702
|
|
|
$
|
(2,756,802
|
)
|
|
$
|
(1,522
|
)
|
|
$
|
1,746,591
|
|
|
$
|
418
|
|
|
$
|
1,747,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,397
|
|
|
$
|
—
|
|
|
$
|
32,397
|
|
|
$
|
—
|
|
|
$
|
32,397
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,766
|
)
|
|
(10,766
|
)
|
|
—
|
|
|
(10,766
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,178
|
|
|
3,178
|
|
||||||||
Distributions declared to common shareholders
($0.6625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141,528
|
)
|
|
—
|
|
|
(141,528
|
)
|
|
—
|
|
|
(141,528
|
)
|
||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
469
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
7,559
|
|
|
—
|
|
|
—
|
|
|
7,559
|
|
|
—
|
|
|
7,559
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
—
|
|
|
(1,777
|
)
|
|
—
|
|
|
—
|
|
|
(1,777
|
)
|
|
—
|
|
|
(1,777
|
)
|
||||||||
Balance as of December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
213,600
|
|
|
$
|
214
|
|
|
$
|
4,510,484
|
|
|
$
|
(2,865,933
|
)
|
|
$
|
(12,288
|
)
|
|
$
|
1,632,477
|
|
|
$
|
3,596
|
|
|
$
|
1,636,073
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
251,491
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
194,573
|
|
|
175,977
|
|
|
203,866
|
|
|||
Provision for impairment of investment properties
|
12,298
|
|
|
2,079
|
|
|
67,003
|
|
|||
Gain on sales of investment properties
|
(18,872
|
)
|
|
(37,211
|
)
|
|
(337,975
|
)
|
|||
Amortization of loan fees and debt premium and discount, net
|
2,863
|
|
|
3,416
|
|
|
7,655
|
|
|||
Amortization of stock-based compensation
|
7,559
|
|
|
6,992
|
|
|
6,059
|
|
|||
Premium paid in connection with defeasance of mortgages payable
|
—
|
|
|
—
|
|
|
59,968
|
|
|||
Debt prepayment fees
|
8,151
|
|
|
5,791
|
|
|
8,498
|
|
|||
Payment of leasing fees and inducements
|
(10,436
|
)
|
|
(8,775
|
)
|
|
(15,981
|
)
|
|||
Changes in accounts receivable, net
|
4,830
|
|
|
(8,395
|
)
|
|
962
|
|
|||
Changes in right-of-use lease assets
|
1,923
|
|
|
—
|
|
|
—
|
|
|||
Changes in accounts payable and accrued expenses, net
|
129
|
|
|
(6,398
|
)
|
|
579
|
|
|||
Changes in lease liabilities
|
(630
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in other operating assets and liabilities, net
|
2,935
|
|
|
(672
|
)
|
|
(1,770
|
)
|
|||
Other, net
|
(6,229
|
)
|
|
(6,281
|
)
|
|
(2,839
|
)
|
|||
Net cash provided by operating activities
|
231,491
|
|
|
204,163
|
|
|
247,516
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of investment properties
|
(29,891
|
)
|
|
(25,450
|
)
|
|
(200,755
|
)
|
|||
Capital expenditures and tenant improvements
|
(75,597
|
)
|
|
(72,936
|
)
|
|
(73,750
|
)
|
|||
Proceeds from sales of investment properties
|
44,656
|
|
|
197,887
|
|
|
896,456
|
|
|||
Investment in developments in progress
|
(29,470
|
)
|
|
(12,226
|
)
|
|
(13,649
|
)
|
|||
Net cash (used in) provided by investing activities
|
(90,302
|
)
|
|
87,275
|
|
|
608,302
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments on mortgages payable
|
(110,546
|
)
|
|
(81,788
|
)
|
|
(106,722
|
)
|
|||
Proceeds from unsecured notes payable
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from unsecured term loans
|
270,000
|
|
|
—
|
|
|
200,000
|
|
|||
Repayments of unsecured term loans
|
—
|
|
|
(100,000
|
)
|
|
(100,000
|
)
|
|||
Proceeds from unsecured revolving line of credit
|
263,000
|
|
|
482,000
|
|
|
943,000
|
|
|||
Repayments of unsecured revolving line of credit
|
(518,000
|
)
|
|
(425,000
|
)
|
|
(813,000
|
)
|
|||
Payment of loan fees and deposits
|
(2,519
|
)
|
|
(5,954
|
)
|
|
(10
|
)
|
|||
Debt prepayment fees
|
(8,151
|
)
|
|
(5,791
|
)
|
|
(8,498
|
)
|
|||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
—
|
|
|
—
|
|
|
(439,403
|
)
|
|||
Redemption of preferred stock
|
—
|
|
|
—
|
|
|
(135,000
|
)
|
|||
Distributions paid
|
(141,528
|
)
|
|
(145,333
|
)
|
|
(163,684
|
)
|
|||
Shares repurchased through common stock repurchase program
|
—
|
|
|
(74,952
|
)
|
|
(227,102
|
)
|
|||
Other, net
|
1,401
|
|
|
(1,354
|
)
|
|
(1,413
|
)
|
|||
Net cash used in financing activities
|
(146,343
|
)
|
|
(358,172
|
)
|
|
(851,832
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(5,154
|
)
|
|
(66,734
|
)
|
|
3,986
|
|
|||
Cash, cash equivalents and restricted cash, at beginning of year
|
19,601
|
|
|
86,335
|
|
|
82,349
|
|
|||
Cash, cash equivalents and restricted cash, at end of year
|
$
|
14,447
|
|
|
$
|
19,601
|
|
|
$
|
86,335
|
|
(continued)
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
|
|
||||||
Cash paid for interest, net of interest capitalized
|
$
|
74,154
|
|
|
$
|
70,564
|
|
|
$
|
78,327
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
6,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Distributions payable
|
$
|
35,387
|
|
|
$
|
35,387
|
|
|
$
|
36,311
|
|
Accrued capital expenditures and tenant improvements
|
$
|
7,477
|
|
|
$
|
16,007
|
|
|
$
|
7,902
|
|
Accrued leasing fees and inducements
|
$
|
1,903
|
|
|
$
|
530
|
|
|
$
|
547
|
|
Accrued redevelopment costs
|
$
|
2,185
|
|
|
$
|
41
|
|
|
$
|
750
|
|
Amounts reclassified into developments in progress
|
$
|
34,746
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Developments in progress placed in service
|
$
|
1,377
|
|
|
$
|
11,997
|
|
|
$
|
—
|
|
Lease liabilities arising from obtaining right-of-use lease assets
|
$
|
103,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Straight-line ground rent liabilities reclassified to right-of-use lease asset
|
$
|
31,030
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Straight-line office rent liability reclassified to right-of-use lease asset
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquired ground lease intangible liability reclassified to right-of-use lease asset
|
$
|
11,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
$
|
(28,486
|
)
|
|
$
|
(25,450
|
)
|
|
$
|
(198,984
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
(1,792
|
)
|
|
—
|
|
|
(15,451
|
)
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
387
|
|
|
—
|
|
|
11,156
|
|
|||
Gain on exchange of investment property
|
—
|
|
|
—
|
|
|
2,524
|
|
|||
Purchase of investment properties (after credits at closing)
|
$
|
(29,891
|
)
|
|
$
|
(25,450
|
)
|
|
$
|
(200,755
|
)
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment properties:
|
|
|
|
|
|
||||||
Net investment properties
|
$
|
30,119
|
|
|
$
|
156,248
|
|
|
$
|
556,129
|
|
Right-of-use lease assets
|
8,242
|
|
|
—
|
|
|
—
|
|
|||
Accounts receivable, acquired lease intangibles and other assets
|
1,591
|
|
|
11,279
|
|
|
17,678
|
|
|||
Lease liabilities
|
(11,326
|
)
|
|
—
|
|
|
—
|
|
|||
Accounts payable, acquired lease intangibles and other liabilities
|
(2,842
|
)
|
|
(6,851
|
)
|
|
(11,316
|
)
|
|||
Deferred gain
|
—
|
|
|
—
|
|
|
(1,486
|
)
|
|||
Gain on sales of investment properties
|
18,872
|
|
|
37,211
|
|
|
335,451
|
|
|||
Proceeds from sales of investment properties
|
$
|
44,656
|
|
|
$
|
197,887
|
|
|
$
|
896,456
|
|
|
|
|
|
|
|
||||||
Reconciliation of cash, cash equivalents and restricted cash, at end of year:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
9,989
|
|
|
$
|
14,722
|
|
|
$
|
25,185
|
|
Restricted cash (included within “Other assets, net”)
|
4,458
|
|
|
4,879
|
|
|
61,150
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
14,447
|
|
|
$
|
19,601
|
|
|
$
|
86,335
|
|
|
Property Count
|
|
Retail operating properties
|
104
|
|
Expansion and redevelopment projects:
|
|
|
Circle East (a)
|
1
|
|
One Loudoun Downtown – Pads G & H (b)
|
—
|
|
Carillon
|
1
|
|
Total number of properties
|
106
|
|
(a)
|
The redevelopment at Circle East is no longer combined with the Company’s neighboring property Towson Square, which increased the Company’s redevelopment property count by one. There was no change to the property count of retail operating properties as Towson Square remains within the Company’s retail operating portfolio.
|
(b)
|
The operating portion of this property is included within the property count for retail operating properties.
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired above market lease intangibles (a)
|
|
$
|
1,910
|
|
|
$
|
1,418
|
|
|
$
|
1,150
|
|
|
$
|
1,010
|
|
|
$
|
772
|
|
|
$
|
2,393
|
|
|
$
|
8,653
|
|
Acquired in-place lease value intangibles (a)
|
|
10,461
|
|
|
9,471
|
|
|
8,267
|
|
|
7,105
|
|
|
6,291
|
|
|
29,584
|
|
|
71,179
|
|
|||||||
Acquired lease intangible assets, net (b)
|
|
$
|
12,371
|
|
|
$
|
10,889
|
|
|
$
|
9,417
|
|
|
$
|
8,115
|
|
|
$
|
7,063
|
|
|
$
|
31,977
|
|
|
$
|
79,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired below market lease intangibles (a)
|
|
$
|
(5,513
|
)
|
|
$
|
(5,147
|
)
|
|
$
|
(4,830
|
)
|
|
$
|
(4,600
|
)
|
|
$
|
(4,384
|
)
|
|
$
|
(39,104
|
)
|
|
$
|
(63,578
|
)
|
Acquired lease intangible liabilities, net (b)
|
|
$
|
(5,513
|
)
|
|
$
|
(5,147
|
)
|
|
$
|
(4,830
|
)
|
|
$
|
(4,600
|
)
|
|
$
|
(4,384
|
)
|
|
$
|
(39,104
|
)
|
|
$
|
(63,578
|
)
|
(a)
|
Represents the portion of the purchase price with respect to acquired leases in which the Company is the lessor. The amortization of acquired above and below market lease intangibles is recorded as an adjustment to lease income and the amortization of acquired in-place lease value intangibles is recorded to depreciation and amortization expense.
|
(b)
|
Acquired lease intangible assets, net and acquired lease intangible liabilities, net are presented net of $280,530 and $53,018 of accumulated amortization, respectively, as of December 31, 2019.
|
•
|
a substantial decline in or continued low occupancy rate or cash flow;
|
•
|
expected significant declines in occupancy in the near future;
|
•
|
continued difficulty in leasing space;
|
•
|
a significant concentration of financially troubled tenants;
|
•
|
a reduction in anticipated holding period;
|
•
|
a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate;
|
•
|
a significant decrease in market price not in line with general market trends; and
|
•
|
any other quantitative or qualitative events or factors deemed significant by the Company’s management or board of directors.
|
•
|
projected operating cash flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, competitive positioning and property location;
|
•
|
estimated holding period or various potential holding periods when considering probability-weighted scenarios;
|
•
|
projected capital expenditures and lease origination costs;
|
•
|
estimated interest and internal costs expected to be capitalized, dates of construction completion and grand opening dates for developments in progress;
|
•
|
projected cash flows from the eventual disposition of an operating property or development in progress;
|
•
|
comparable selling prices; and
|
•
|
a property-specific discount rate.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Impairment of consolidated properties (a)
|
$
|
12,298
|
|
|
$
|
2,079
|
|
|
$
|
67,003
|
|
(a)
|
Included within “Provision for impairment of investment properties” in the accompanying consolidated statements of operations and other comprehensive (loss) income.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area (MSA) |
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|
|||
March 7, 2019
|
|
North Benson Center
|
|
Seattle
|
|
Multi-tenant retail
|
|
70,500
|
|
|
$
|
25,340
|
|
|
June 10, 2019
|
|
Paradise Valley Marketplace – Parcel
|
|
Phoenix
|
|
Land (a)
|
|
—
|
|
|
1,343
|
|
|
|
August 13, 2019
|
|
Southlake Town Square – Parcel
|
|
Dallas
|
|
Single-user parcel (b)
|
|
3,100
|
|
|
3,293
|
|
|
|
|
|
|
|
|
|
|
|
73,600
|
|
|
$
|
29,976
|
|
(c)
|
(a)
|
The Company acquired a parcel adjacent to its Paradise Valley Marketplace multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(b)
|
The Company acquired a single-user parcel at its Southlake Town Square multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(c)
|
Acquisition price does not include capitalized closing costs and adjustments totaling $316.
|
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
|
|
Carillon – Fee Interest
|
|
Washington, D.C.
|
|
Fee interest (b)
|
|
—
|
|
|
2,000
|
|
|
|
February 24, 2017
|
|
One Loudoun Downtown – Phase II
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
15,900
|
|
|
4,128
|
|
|
|
April 5, 2017
|
|
One Loudoun Downtown – Phase III
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
9,800
|
|
|
2,193
|
|
|
|
May 16, 2017
|
|
One Loudoun Downtown – Phase IV
|
|
Washington, D.C.
|
|
Development rights (c)
|
|
—
|
|
|
3,500
|
|
|
|
July 6, 2017
|
|
New Hyde Park Shopping Center
|
|
New York
|
|
Multi-tenant retail
|
|
32,300
|
|
|
22,075
|
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase V
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
17,700
|
|
|
5,167
|
|
|
|
August 8, 2017
|
|
One Loudoun Downtown – Phase VI
|
|
Washington, D.C.
|
|
Additional phase of multi-tenant retail (c)
|
|
74,100
|
|
|
20,523
|
|
|
|
December 11, 2017
|
|
Plaza del Lago (d)
|
|
Chicago
|
|
Multi-tenant retail
|
|
100,200
|
|
|
48,300
|
|
|
|
December 19, 2017
|
|
Southlake Town Square – Outparcel
|
|
Dallas
|
|
Multi-tenant retail outparcel (e)
|
|
12,200
|
|
|
7,029
|
|
|
|
|
|
|
|
|
|
|
|
443,800
|
|
|
$
|
202,915
|
|
(f)
|
(a)
|
This property was acquired through two consolidated VIEs and was used to facilitate a 1031 Exchange.
|
(b)
|
The multi-tenant retail operating property located in Largo, Maryland was previously subject to an approximately 70 acre long-term ground lease with a third party. The Company completed a transaction whereby it received the fee interest in approximately 50 acres of the underlying land in exchange for which (i) the Company paid $1,939 and (ii) the term of the ground lease with respect to the remaining approximately 20 acres was shortened to nine months. The Company derecognized building and improvements of $11,347 related to the remaining ground lease, recognized the fair value of land received of $15,200 and recorded a gain of $2,524, which was recognized during the three months ended December 31, 2017 upon the expiration of the ground lease on approximately 20 acres. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(c)
|
The Company acquired the remaining five phases under contract, including the development rights for an additional 123 residential units for a total of 408 units, at One Loudoun Downtown. The total number of properties in the Company’s portfolio was not affected by these transactions.
|
(d)
|
Plaza del Lago also contained 8,800 square feet of residential space, comprised of 15 multi-family rental units at acquisition, for a total of 109,000 square feet.
|
(e)
|
The Company acquired a multi-tenant retail outparcel located at its Southlake Town Square multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction.
|
(f)
|
Acquisition price does not include capitalized closing costs and adjustments totaling $2,506.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Land
|
$
|
14,819
|
|
|
$
|
—
|
|
|
$
|
50,876
|
|
Developments in progress
|
—
|
|
|
25,450
|
|
|
—
|
|
|||
Building and other improvements, net
|
13,667
|
|
|
—
|
|
|
148,108
|
|
|||
Acquired lease intangible assets (a)
|
2,040
|
|
|
—
|
|
|
15,608
|
|
|||
Acquired lease intangible liabilities (b)
|
(234
|
)
|
|
—
|
|
|
(8,095
|
)
|
|||
Other liabilities
|
—
|
|
|
—
|
|
|
(1,076
|
)
|
|||
Net assets acquired
|
$
|
30,292
|
|
|
$
|
25,450
|
|
|
$
|
205,421
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is six years and seven years for acquisitions completed during the years ended December 31, 2019 and 2017, respectively.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is five years and 13 years for acquisitions completed during the years ended December 31, 2019 and 2017, respectively.
|
|
|
|
|
December 31,
|
||||||
Property Name
|
|
MSA
|
|
2019
|
|
2018
|
||||
Active expansion and redevelopment projects:
|
|
|
|
|
|
|
||||
Circle East (a)
|
|
Baltimore
|
|
$
|
33,628
|
|
|
$
|
22,383
|
|
Plaza del Lago (b)
|
|
Chicago
|
|
—
|
|
|
536
|
|
||
One Loudoun Downtown (c)
|
|
Washington, D.C.
|
|
27,868
|
|
|
—
|
|
||
Carillon (d)
|
|
Washington, D.C.
|
|
26,407
|
|
|
—
|
|
||
|
|
|
|
87,903
|
|
|
22,919
|
|
||
Land held for future development:
|
|
|
|
|
|
|
||||
One Loudoun Uptown (e)
|
|
Washington, D.C.
|
|
25,450
|
|
|
25,450
|
|
||
Total developments in progress
|
|
|
|
$
|
113,353
|
|
|
$
|
48,369
|
|
(a)
|
During the year ended December 31, 2018, the Company received net proceeds of $11,820 in connection with the sale of air rights to a third party to develop multi-family rental units at Circle East, which is shown net in the “Developments in progress” balance as of December 31, 2019 and 2018 in the accompanying consolidated balance sheets.
|
(b)
|
During the three months ended September 30, 2019, the Company placed the Plaza del Lago multi-family rental redevelopment project in service and reclassified the related costs from “Developments in progress” into “Building and other improvements” in the accompanying consolidated balance sheets.
|
(c)
|
During the three months ended June 30, 2019, the Company commenced the active development of Pads G & H at One Loudoun Downtown, at which time all predevelopment costs related to the development as well as the Company’s historical basis in the pads were reclassified
|
(d)
|
During the three months ended September 30, 2019, the Company commenced the active redevelopment at Carillon, at which time the Company (i) recorded $26,330 of accelerated depreciation related to the write-off of assets taken out of service due to the demolition of existing structures in connection with the redevelopment and (ii) reclassified all predevelopment costs related to the redevelopment as well as the Company’s historical basis in the phases to be developed from “Other assets, net” and “Investment properties,” respectively, to “Developments in progress” in the accompanying consolidated balance sheets.
|
(e)
|
During 2018, the Company acquired One Loudoun Uptown, a 58-acre land parcel that contains 32 acres that are developable.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
One Loudoun Downtown –
Pads G & H
|
|
Carillon – Phase One
Multi-family Rental
|
|
Carillon – Phase One
Medical Office
|
|
Total
|
|
One Loudoun Downtown –
Pads G & H
|
|
Carillon – Phase One
Multi-family Rental
|
|
Carillon – Phase One
Medical Office
|
|
Total
|
||||||||||||||||
Net investment properties
|
$
|
8,830
|
|
|
$
|
2,940
|
|
|
$
|
675
|
|
|
$
|
12,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other assets, net
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
579
|
|
|
$
|
685
|
|
|
$
|
—
|
|
|
$
|
1,264
|
|
Other liabilities
|
$
|
1,546
|
|
|
$
|
32
|
|
|
$
|
129
|
|
|
$
|
1,707
|
|
|
$
|
165
|
|
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
428
|
|
Noncontrolling interests
|
$
|
1,869
|
|
|
$
|
1,454
|
|
|
$
|
273
|
|
|
$
|
3,596
|
|
|
$
|
207
|
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
418
|
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
March 8, 2019
|
|
Edwards Multiplex – Fresno (b)
|
|
Single-user retail
|
|
94,600
|
|
|
$
|
25,850
|
|
|
$
|
21,605
|
|
|
$
|
8,449
|
|
June 28, 2019
|
|
North Rivers Towne Center
|
|
Multi-tenant retail
|
|
141,500
|
|
|
18,900
|
|
|
17,989
|
|
|
6,881
|
|
|||
|
|
|
|
|
|
236,100
|
|
|
$
|
44,750
|
|
|
$
|
39,594
|
|
|
$
|
15,330
|
|
(a)
|
Aggregate proceeds are net of transaction costs.
|
(b)
|
Prior to the disposition, the Company was subject to a ground lease whereby it leased the underlying land from a third party. The ground lease was assumed by the purchaser in connection with the disposition.
|
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 (c)
|
|
Multi-tenant retail
|
|
243,100
|
|
|
23,500
|
|
|
22,400
|
|
|
8,836
|
|
|||
March 28, 2018
|
|
Stony Creek I & Stony Creek II (d)
|
|
Multi-tenant retail
|
|
204,800
|
|
|
32,800
|
|
|
32,078
|
|
|
11,628
|
|
|||
April 19, 2018
|
|
CVS Pharmacy – Lawton, OK
|
|
Single-user retail
|
|
10,900
|
|
|
1,600
|
|
|
1,596
|
|
|
—
|
|
|||
May 31, 2018
|
|
Schaumburg Towers
|
|
Office
|
|
895,400
|
|
|
86,600
|
|
|
73,315
|
|
|
—
|
|
|||
December 28, 2018
|
|
Orange Plaza (Golfland Plaza)
|
|
Multi-tenant retail
|
|
58,200
|
|
|
8,450
|
|
|
7,566
|
|
|
—
|
|
|||
|
|
|
|
|
|
1,831,200
|
|
|
$
|
201,400
|
|
|
$
|
184,109
|
|
|
$
|
33,747
|
|
(a)
|
Aggregate proceeds are net of transaction costs, as well as capital and tenant-related costs credited to the buyer at close, as applicable, 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 conjunction with the disposition of the property.
|
(c)
|
The Company recorded an additional gain on sale of $1,407 during the three months ended September 30, 2018 upon satisfaction of performance obligations associated with escrow agreements executed upon disposition of the property.
|
(d)
|
The terms of the disposition of Stony Creek I and Stony Creek II were negotiated as a single transaction.
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date Fair
Value per
Restricted Share
|
|||
Balance as of January 1, 2017
|
542
|
|
|
$
|
15.28
|
|
Shares granted (a)
|
285
|
|
|
$
|
14.60
|
|
Shares vested
|
(291
|
)
|
|
$
|
15.44
|
|
Shares forfeited
|
(40
|
)
|
|
$
|
15.12
|
|
Balance as of December 31, 2017
|
496
|
|
|
$
|
14.81
|
|
Shares granted (a)
|
382
|
|
|
$
|
12.81
|
|
Shares vested
|
(426
|
)
|
|
$
|
14.52
|
|
Shares forfeited
|
(12
|
)
|
|
$
|
13.26
|
|
Balance as of December 31, 2018
|
440
|
|
|
$
|
13.40
|
|
Shares granted (a)
|
469
|
|
|
$
|
12.22
|
|
Shares vested
|
(358
|
)
|
|
$
|
13.29
|
|
Shares forfeited
|
(16
|
)
|
|
$
|
12.77
|
|
Balance as of December 31, 2019 (b)
|
535
|
|
|
$
|
12.46
|
|
(a)
|
Shares granted in 2017, 2018 and 2019 vest over periods ranging from one year to three years, 0.9 years to three years and 0.9 years to three years, respectively, in accordance with the terms of applicable award agreements.
|
(b)
|
As of December 31, 2019, total unrecognized compensation expense related to unvested restricted shares was $2,052, which is expected to be amortized over a weighted average term of 1.2 years.
|
|
Unvested
RSUs
|
|
Weighted Average
Grant Date Fair
Value per RSU
|
|||
RSUs eligible for future conversion as of January 1, 2017
|
391
|
|
|
$
|
14.02
|
|
RSUs granted (a)
|
253
|
|
|
$
|
15.52
|
|
RSUs ineligible for conversion
|
(89
|
)
|
|
$
|
14.68
|
|
RSUs eligible for future conversion as of December 31, 2017
|
555
|
|
|
$
|
14.60
|
|
RSUs granted (b)
|
291
|
|
|
$
|
14.36
|
|
Conversion of RSUs to common stock and restricted shares (c)
|
(141
|
)
|
|
$
|
14.10
|
|
RSUs ineligible for conversion
|
(56
|
)
|
|
$
|
15.36
|
|
RSUs eligible for future conversion as of December 31, 2018
|
649
|
|
|
$
|
14.54
|
|
RSUs granted (d)
|
382
|
|
|
$
|
10.98
|
|
Conversion of RSUs to common stock and restricted shares (e)
|
(192
|
)
|
|
$
|
13.74
|
|
RSUs eligible for future conversion as of December 31, 2019 (f) (g)
|
839
|
|
|
$
|
13.10
|
|
(a)
|
Assumptions and inputs as of the grant date included a risk-free interest rate of 1.50%, the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 4.32%.
|
(b)
|
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 NAREIT Shopping Center Index and the Company’s weighted average common stock dividend yield of 5.00%.
|
(c)
|
On February 5, 2018, 141 RSUs converted into 42 shares of common stock and 65 restricted shares that vested on December 31, 2018, after applying a conversion rate of 76% based upon the Company’s TSR relative to the TSRs of its Peer Companies, for the performance period that concluded on December 31, 2017. An additional 16 shares of common stock were also issued representing the dividends that would have been paid on the earned awards during the performance period.
|
(d)
|
Assumptions and inputs as of the grant date included a risk-free interest rate of 2.47%, the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 6.07%.
|
(e)
|
On February 4, 2019, 192 RSUs converted into 82 shares of common stock and 125 restricted shares that vested on December 31, 2019, after applying a conversion rate of 107.5% based upon the Company’s TSR relative to the TSRs of its Peer companies, for the performance period that concluded on December 31, 2018. An additional 29 shares of common stock were also issued representing the dividends that would have been paid on the earned awards during the performance period.
|
(f)
|
As of December 31, 2019, total unrecognized compensation expense related to unvested RSUs was $4,856, which is expected to be amortized over a weighted average term of 1.9 years.
|
(g)
|
Subsequent to December 31, 2019, 196 RSUs converted into 105 shares of common stock and 175 restricted shares with a one year vesting term after applying a conversion rate of 142.5% based upon the Company’s TSR relative to the TSRs of its Peer Companies, for the performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued representing the dividends that would have been paid on the earned awards during the performance period.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Lease income related to fixed lease payments
|
$
|
362,866
|
|
|
$
|
361,909
|
|
|
$
|
406,923
|
|
Lease income related to variable lease payments
|
116,928
|
|
|
116,141
|
|
|
128,968
|
|
|||
Other (a)
|
1,892
|
|
|
4,447
|
|
|
2,248
|
|
|||
Lease income
|
$
|
481,686
|
|
|
$
|
482,497
|
|
|
$
|
538,139
|
|
(a)
|
For the year ended December 31, 2019, “Other” is comprised of revenue adjustments related to changes in collectibility and amortization of above and below market lease intangibles and lease inducements. For the years ended December 31, 2018 and 2017, “Other” is comprised of amortization of above and below market lease intangibles and lease inducements.
|
|
Lease Payments
|
||
2020
|
$
|
363,222
|
|
2021
|
327,131
|
|
|
2022
|
279,283
|
|
|
2023
|
230,164
|
|
|
2024
|
175,781
|
|
|
Thereafter
|
556,877
|
|
|
Total
|
$
|
1,932,458
|
|
|
Lease Payments
|
||
2019
|
$
|
351,145
|
|
2020
|
314,081
|
|
|
2021
|
274,135
|
|
|
2022
|
227,417
|
|
|
2023
|
180,199
|
|
|
Thereafter
|
569,758
|
|
|
Total
|
$
|
1,916,735
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Ground lease rent expense (a)
|
$
|
6,395
|
|
|
$
|
7,638
|
|
|
$
|
9,188
|
|
Office rent expense (b)
|
$
|
1,133
|
|
|
$
|
1,137
|
|
|
$
|
1,311
|
|
Office rent costs capitalized (c)
|
$
|
181
|
|
|
$
|
156
|
|
|
$
|
—
|
|
(a)
|
Included within “Operating expenses” in the accompanying consolidated statements of operations and other comprehensive (loss) income. Includes non-cash ground rent expense of $1,356, $2,404 and $2,710 for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(b)
|
Office rent related to property management operations is included within “Operating expenses” and office rent related to corporate office operations is included within “General and administrative expenses” in the accompanying consolidated statements of operations and other comprehensive (loss) income. The Company has elected to not record a lease liability/ROU asset for leases with a term of less than 12 months. Office rent expense for the year ended December 31, 2019 includes $29 of short-term lease costs.
|
(c)
|
Office rent costs incurred as an indirect cost related to redevelopment projects are capitalized as a cost of the redevelopment project.
|
|
Lease Obligations
|
||
2020
|
$
|
6,152
|
|
2021
|
6,283
|
|
|
2022
|
6,155
|
|
|
2023
|
6,102
|
|
|
2024
|
5,698
|
|
|
Thereafter
|
247,798
|
|
|
Total
|
$
|
278,188
|
|
Adjustment for discounting
|
(187,059
|
)
|
|
Lease liabilities as of December 31, 2019
|
$
|
91,129
|
|
|
Lease Obligations
|
||
2019
|
$
|
6,448
|
|
2020
|
6,656
|
|
|
2021
|
6,716
|
|
|
2022
|
6,761
|
|
|
2023
|
6,769
|
|
|
Thereafter
|
279,916
|
|
|
Total
|
$
|
313,266
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
|
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)
|
$
|
94,904
|
|
|
4.37
|
%
|
|
5.1
|
|
$
|
205,450
|
|
|
4.65
|
%
|
|
4.5
|
Premium, net of accumulated amortization
|
—
|
|
|
|
|
|
|
775
|
|
|
|
|
|
||||
Discount, net of accumulated amortization
|
(493
|
)
|
|
|
|
|
|
(536
|
)
|
|
|
|
|
||||
Capitalized loan fees, net of accumulated
amortization
|
(256
|
)
|
|
|
|
|
|
(369
|
)
|
|
|
|
|
||||
Mortgages payable, net
|
$
|
94,155
|
|
|
|
|
|
|
$
|
205,320
|
|
|
|
|
|
(a)
|
The fixed rate mortgages had interest rates ranging from 3.75% to 7.48% as of December 31, 2019 and 2018.
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
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
|
%
|
||
Senior notes – 4.82% due 2029
|
|
June 28, 2029
|
|
100,000
|
|
|
4.82
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
800,000
|
|
|
4.27
|
%
|
|
700,000
|
|
|
4.19
|
%
|
||
Discount, net of accumulated amortization
|
|
|
|
(616
|
)
|
|
|
|
(734
|
)
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(3,137
|
)
|
|
|
|
(2,904
|
)
|
|
|
||||
Total
|
|
|
|
$
|
796,247
|
|
|
|
|
$
|
696,362
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Maturity Date
|
|
Balance
|
|
Interest
Rate
|
|
Balance
|
|
Interest
Rate
|
||||||
Unsecured credit facility term loan due 2021 – fixed rate (a)
|
|
January 5, 2021
|
|
$
|
250,000
|
|
|
3.20
|
%
|
|
$
|
250,000
|
|
|
3.20
|
%
|
Unsecured term loan due 2023 – fixed rate (b)
|
|
November 22, 2023
|
|
200,000
|
|
|
4.05
|
%
|
|
200,000
|
|
|
4.05
|
%
|
||
Unsecured term loan due 2024 – fixed rate (c)
|
|
July 17, 2024
|
|
120,000
|
|
|
2.88
|
%
|
|
—
|
|
|
—
|
%
|
||
Unsecured term loan due 2026 – fixed rate (d)
|
|
July 17, 2026
|
|
150,000
|
|
|
3.27
|
%
|
|
—
|
|
|
—
|
%
|
||
Subtotal
|
|
|
|
720,000
|
|
|
|
|
450,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
|
(3,477
|
)
|
|
|
|
(2,633
|
)
|
|
|
||||
Term loans, net
|
|
|
|
$
|
716,523
|
|
|
|
|
$
|
447,367
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Unsecured credit facility revolving line of credit –
variable rate (e)
|
|
April 22, 2022
|
|
$
|
18,000
|
|
|
2.85
|
%
|
|
$
|
273,000
|
|
|
3.57
|
%
|
(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 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of December 31, 2019 and 2018.
|
(b)
|
$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of December 31, 2019 and 2018.
|
(c)
|
$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of December 31, 2019.
|
(d)
|
$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of December 31, 2019.
|
(e)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying consolidated balance sheets.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Investment Grade Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Facility Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan due 2021
|
|
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%
|
Unsecured Term Loans
|
|
Maturity Date
|
|
Leverage-Based Pricing
Credit Spread
|
|
Investment Grade Pricing
Credit Spread
|
||||||
$200,000 unsecured term loan due 2023
|
|
11/22/2023
|
|
1.20
|
%
|
–
|
1.85%
|
|
0.85
|
%
|
–
|
1.65%
|
$120,000 unsecured term loan due 2024
|
|
7/17/2024
|
|
1.20
|
%
|
–
|
1.70%
|
|
0.80
|
%
|
–
|
1.65%
|
$150,000 unsecured term loan due 2026
|
|
7/17/2026
|
|
1.50
|
%
|
–
|
2.20%
|
|
1.35
|
%
|
–
|
2.25%
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
2,494
|
|
|
$
|
2,626
|
|
|
$
|
26,678
|
|
|
$
|
31,758
|
|
|
$
|
1,737
|
|
|
$
|
29,611
|
|
|
$
|
94,904
|
|
Fixed rate term loans (b)
|
—
|
|
|
250,000
|
|
|
—
|
|
|
200,000
|
|
|
120,000
|
|
|
150,000
|
|
|
720,000
|
|
|||||||
Unsecured notes payable (c)
|
—
|
|
|
100,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
550,000
|
|
|
800,000
|
|
|||||||
Total fixed rate debt
|
2,494
|
|
|
352,626
|
|
|
26,678
|
|
|
231,758
|
|
|
271,737
|
|
|
729,611
|
|
|
1,614,904
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate revolving line of credit
|
—
|
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|||||||
Total debt (d)
|
$
|
2,494
|
|
|
$
|
352,626
|
|
|
$
|
44,678
|
|
|
$
|
231,758
|
|
|
$
|
271,737
|
|
|
$
|
729,611
|
|
|
$
|
1,632,904
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
4.38
|
%
|
|
3.47
|
%
|
|
4.81
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.89
|
%
|
|||||||
Variable rate debt (e)
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.85
|
%
|
|||||||
Total
|
4.38
|
%
|
|
3.47
|
%
|
|
4.02
|
%
|
|
4.06
|
%
|
|
3.83
|
%
|
|
4.02
|
%
|
|
3.88
|
%
|
(a)
|
Excludes mortgage discount of $(493) and capitalized loan fees of $(256), net of accumulated amortization, as of December 31, 2019.
|
(b)
|
Excludes capitalized loan fees of $(3,477), net of accumulated amortization, as of December 31, 2019. The following variable rate term loans have been swapped to fixed rate debt: (i) $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 through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of December 31, 2019, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
|
(c)
|
Excludes discount of $(616) and capitalized loan fees of $(3,137), net of accumulated amortization, as of December 31, 2019.
|
(d)
|
The weighted average years to maturity of consolidated indebtedness was 4.7 years as of December 31, 2019.
|
(e)
|
Represents interest rate as of December 31, 2019.
|
Number of Instruments
|
|
Effective Date
|
|
Notional
|
|
Fixed
Interest Rate
|
|
Maturity Date
|
|||
Three
|
|
December 29, 2017
|
|
$
|
250,000
|
|
|
2.00
|
%
|
|
January 5, 2021
|
Two
|
|
November 23, 2018
|
|
$
|
200,000
|
|
|
2.85
|
%
|
|
November 22, 2023
|
Three
|
|
August 15, 2019
|
|
$
|
120,000
|
|
|
1.68
|
%
|
|
July 17, 2024
|
Three
|
|
August 15, 2019
|
|
$
|
150,000
|
|
|
1.77
|
%
|
|
July 17, 2026
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||
Interest rate swaps
|
|
11
|
|
|
5
|
|
|
$
|
720,000
|
|
|
$
|
450,000
|
|
|
|
Derivatives
|
||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets, net
|
|
$
|
—
|
|
|
Other assets, net
|
|
$
|
2,324
|
|
Interest rate swaps
|
|
Other liabilities
|
|
$
|
12,288
|
|
|
Other liabilities
|
|
$
|
3,846
|
|
|
|
Number of
Common Shares
Repurchased
|
|
Average Price
per Share
|
|
Total
Repurchases
|
|||||
Year to date December 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year to date December 31, 2018
|
|
6,341
|
|
|
$
|
11.80
|
|
|
$
|
74,952
|
|
Year to date December 31, 2017
|
|
17,683
|
|
|
$
|
12.82
|
|
|
$
|
227,102
|
|
|
Year Ended December 31,
|
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
251,491
|
|
|
Preferred stock dividends
|
—
|
|
|
—
|
|
|
(13,867
|
)
|
|
|||
Net income attributable to common shareholders
|
32,397
|
|
|
77,640
|
|
|
237,624
|
|
|
|||
Earnings allocated to unvested restricted shares
|
(405
|
)
|
|
(339
|
)
|
|
(513
|
)
|
|
|||
Net income attributable to common shareholders excluding amounts
attributable to unvested restricted shares
|
$
|
31,992
|
|
|
$
|
77,301
|
|
|
$
|
237,111
|
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for earnings per common share – basic:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
212,948
|
|
(a)
|
217,830
|
|
(b)
|
230,747
|
|
(c)
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
—
|
|
(d)
|
—
|
|
(d)
|
1
|
|
(d)
|
|||
RSUs
|
250
|
|
(e)
|
401
|
|
(f)
|
179
|
|
(g)
|
|||
Denominator for earnings per common share – diluted:
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common and common equivalent
shares outstanding
|
213,198
|
|
|
218,231
|
|
|
230,927
|
|
|
(a)
|
Excludes 535 shares of unvested restricted common stock as of December 31, 2019, which equate to 645 shares on a weighted average basis for the year ended December 31, 2019. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excludes 440 shares of unvested restricted common stock as of December 31, 2018, which equate to 535 shares on a weighted average basis for the year ended December 31, 2018. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
|
(c)
|
Excludes 496 shares of unvested restricted common stock as of December 31, 2017, which equate to 537 shares on a weighted average basis for the year ended December 31, 2017. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
|
(d)
|
There were outstanding options to purchase 16, 22 and 38 shares of common stock as of December 31, 2019, 2018 and 2017, respectively, at a weighted average exercise price of $15.87, $17.34 and $18.85, respectively. Of these totals, outstanding options to purchase 12, 18 and 32 shares of common stock as of December 31, 2019, 2018 and 2017, respectively, at a weighted average exercise price of $17.25, $18.58 and $20.19, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
|
(e)
|
As of December 31, 2019, there were 839 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the consolidated financial statements), which equate to 837 RSUs on a weighted average basis for the year ended December 31, 2019. These contingently issuable shares are a component of calculating diluted EPS.
|
(f)
|
As of December 31, 2018, there were 649 RSUs eligible for future conversion upon completion of the performance periods, which equate to 658 RSUs on a weighted average basis for the year ended December 31, 2018. These contingently issuable shares are a component of calculating diluted EPS.
|
(g)
|
As of December 31, 2017, there were 555 RSUs eligible for future conversion upon completion of the performance periods, which equate to 617 RSUs on a weighted average basis for the year ended December 31, 2017. These contingently issuable shares are a component of calculating diluted EPS.
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Basis difference in properties
|
|
$
|
2
|
|
|
$
|
2
|
|
Capital loss carryforward
|
|
3,939
|
|
|
3,939
|
|
||
Net operating loss carryforward
|
|
6,174
|
|
|
6,170
|
|
||
Other
|
|
467
|
|
|
467
|
|
||
Gross deferred tax assets
|
|
10,582
|
|
|
10,578
|
|
||
Less: valuation allowance
|
|
(10,582
|
)
|
|
(10,578
|
)
|
||
Total deferred tax assets
|
|
—
|
|
|
—
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to the Company
|
|
$
|
32,397
|
|
|
$
|
77,640
|
|
|
$
|
251,491
|
|
Book/tax differences
|
|
91,144
|
|
|
588
|
|
|
(59,220
|
)
|
|||
REIT taxable income subject to 90% dividend requirement
|
|
$
|
123,541
|
|
|
$
|
78,228
|
|
|
$
|
192,271
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Distributions
|
|
$
|
141,172
|
|
|
$
|
116,725
|
|
|
$
|
192,271
|
|
Less: non-dividend distributions
|
|
(17,630
|
)
|
|
(38,497
|
)
|
|
—
|
|
|||
Total dividends paid deduction attributable to earnings and profits
|
|
$
|
123,542
|
|
|
$
|
78,228
|
|
|
$
|
192,271
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Preferred stock
|
|
|
|
|
|
|
||||||
Ordinary dividends
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.62
|
|
Capital gain distributions
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
Total distributions per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.69
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
|
||||||
Ordinary dividends (a)
|
|
$
|
0.58
|
|
|
$
|
0.36
|
|
|
$
|
0.76
|
|
Non-dividend distributions
|
|
0.08
|
|
|
0.17
|
|
|
—
|
|
|||
Capital gain distributions
|
|
—
|
|
|
—
|
|
|
0.03
|
|
|||
Total distributions per share
|
|
$
|
0.66
|
|
|
$
|
0.53
|
|
|
$
|
0.79
|
|
(a)
|
The 2019 and 2018 ordinary dividends are qualified REIT dividends that may be eligible for the 20% qualified business income deduction under Section 199A of the Code.
|
|
December 31,
|
|
||||
|
2019
|
|
2017
|
|
||
Number of properties for which indicators of impairment were identified
|
1
|
|
|
6
|
|
(a)
|
Less: number of properties for which an impairment charge was recorded
|
1
|
|
|
1
|
|
|
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
|
—
|
|
|
1
|
|
|
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
|
—
|
|
|
4
|
|
|
|
|
|
|
|
||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (b)
|
N/A
|
|
|
14
|
%
|
|
(a)
|
Includes five properties which have subsequently been sold as of December 31, 2019.
|
(b)
|
Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
|
(a)
|
The Company recorded an impairment charge as a result of a combination of factors, including expected impact on future operating results stemming from anticipated changes in lease terms related to the tenant population and a re-evaluation of the strategic alternatives for the property.
|
(b)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on February 13, 2020.
|
(a)
|
The Company recorded an impairment charge on March 31, 2018 based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of March 31, 2018 and was sold on May 31, 2018, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.
|
(b)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on April 19, 2018.
|
(c)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on December 28, 2018.
|
(a)
|
The Company recorded an impairment charge on June 30, 2017 based upon the terms and conditions of a bona fide purchase offer and additional impairment was recognized upon sale pursuant to the terms and conditions of an executed sales contract. This property was classified as held for sale as of December 31, 2016 and was sold on December 15, 2017. The Home Depot parcel of Century III Plaza was sold on March 15, 2017.
|
(b)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of June 30, 2017 and was sold on August 4, 2017.
|
(c)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of September 30, 2017 and was sold on October 27, 2017.
|
(d)
|
The Company recorded an impairment charge based upon the terms and conditions of a bona fide purchase offer. The property was sold on May 31, 2018.
|
(e)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on December 22, 2017.
|
(f)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was sold on March 20, 2018.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
|
$
|
2,324
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
94,155
|
|
|
$
|
98,082
|
|
|
$
|
205,320
|
|
|
$
|
208,173
|
|
Unsecured notes payable, net
|
$
|
796,247
|
|
|
$
|
822,883
|
|
|
$
|
696,362
|
|
|
$
|
671,492
|
|
Unsecured term loans, net
|
$
|
716,523
|
|
|
$
|
720,000
|
|
|
$
|
447,367
|
|
|
$
|
449,266
|
|
Unsecured revolving line of credit
|
$
|
18,000
|
|
|
$
|
18,000
|
|
|
$
|
273,000
|
|
|
$
|
272,553
|
|
Derivative liability
|
$
|
12,288
|
|
|
$
|
12,288
|
|
|
$
|
3,846
|
|
|
$
|
3,846
|
|
•
|
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 Inputs – Observable inputs other than quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 3 Inputs – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
12,288
|
|
|
$
|
—
|
|
|
$
|
12,288
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
2,324
|
|
|
$
|
—
|
|
|
$
|
2,324
|
|
Derivative liability
|
$
|
—
|
|
|
$
|
3,846
|
|
|
$
|
—
|
|
|
$
|
3,846
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
11,644
|
|
(a)
|
$
|
5,300
|
|
(b)
|
$
|
16,944
|
|
|
$
|
12,298
|
|
(a)
|
Represents the fair value of the Company’s King Philip’s Crossing investment property as of December 31, 2019, the date the asset was measured at fair value. The estimated fair value of King Philip’s Crossing was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input.
|
(b)
|
Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2019, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. The discount rates and third-party comparable sales prices used in this approach are derived from property-specific information, market transactions and other industry data and are considered significant inputs to this valuation. The reversion value of the property was based upon third-party comparable sales prices, which contain unobservable inputs used by these third parties. A weighted average discount rate of 6.89% was used to (i) present value the estimated income stream over the estimated holding period and (ii) present value the reversion value.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,082
|
|
|
$
|
98,082
|
|
Unsecured notes payable, net
|
$
|
255,965
|
|
|
$
|
—
|
|
|
$
|
566,918
|
|
|
$
|
822,883
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
720,000
|
|
|
$
|
720,000
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,000
|
|
|
$
|
18,000
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208,173
|
|
|
$
|
208,173
|
|
Unsecured notes payable, net
|
$
|
235,788
|
|
|
$
|
—
|
|
|
$
|
435,704
|
|
|
$
|
671,492
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
449,266
|
|
|
$
|
449,266
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
272,553
|
|
|
$
|
272,553
|
|
|
December 31, 2019
|
|
December 31, 2018
|
Mortgages payable, net – range of discount rates used
|
3.2% to 3.6%
|
|
4.2% to 4.4%
|
Unsecured notes payable, net – weighted average discount rate used
|
3.79%
|
|
4.91%
|
Unsecured term loans, net – weighted average credit spread portion of discount rate used
|
1.26%
|
|
1.25%
|
Unsecured revolving line of credit – credit spread portion of discount rate used
|
1.05%
|
|
1.10%
|
|
|
|
|
Estimated Net Investment
|
|
Net Investment as of December 31, 2019
|
||||||||
Project Name
|
|
MSA
|
|
Low
|
|
High
|
|
|||||||
Circle East (a)
|
|
Baltimore
|
|
$
|
42,000
|
|
|
$
|
44,000
|
|
|
$
|
21,766
|
|
One Loudoun Downtown – Pads G & H (b)
|
|
Washington, D.C.
|
|
$
|
125,000
|
|
|
$
|
135,000
|
|
|
$
|
14,711
|
|
Carillon – phase one (b)
|
|
Washington, D.C.
|
|
$
|
194,000
|
|
|
$
|
215,000
|
|
|
$
|
5,358
|
|
(a)
|
Investment amounts are net of proceeds of $11,820 received from the sale of air rights.
|
(b)
|
Investment amounts are net of expected and actual contributions from the Company’s joint venture partners.
|
•
|
closed on the disposition of King Philip’s Crossing, a 105,900 square foot multi-tenant retail operating property located in Seekonk, Massachusetts, for a sales price of $13,900 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
|
•
|
closed on the acquisition of the fee interest in Fullerton Metrocenter, its existing multi-tenant retail operating property located in Fullerton, California, for a gross purchase price of $55,000. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor;
|
•
|
granted 116 restricted shares at a grant date fair value of $13.07 per share and 331 RSUs at a grant date fair value of $13.67 per RSU to the Company’s executives in conjunction with its long-term equity compensation plan. The restricted shares will vest over three years and the RSUs granted are subject to a three-year performance period. Refer to Note 5 to the consolidated financial statements for additional details regarding the terms of the RSUs;
|
•
|
issued 105 shares of common stock and 175 restricted shares with a one year vesting term for the RSUs with a performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued for dividends that would have been paid on the common stock and restricted shares during the performance period; and
|
•
|
declared the cash dividend for the first quarter of 2020 of $0.165625 per share on its outstanding Class A common stock, which will be paid on April 9, 2020 to Class A common shareholders of record at the close of business on March 26, 2020.
|
|
|
2019
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Revenues
|
|
$
|
120,817
|
|
|
$
|
119,717
|
|
|
$
|
118,449
|
|
|
$
|
122,703
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
16,172
|
|
|
$
|
(28,153
|
)
|
|
$
|
21,170
|
|
|
$
|
23,208
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
$
|
16,172
|
|
|
$
|
(28,153
|
)
|
|
$
|
21,170
|
|
|
$
|
23,208
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share attributable to common
shareholders – basic and diluted
|
|
$
|
0.08
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
212,996
|
|
|
212,995
|
|
|
212,951
|
|
|
212,850
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
213,627
|
|
|
212,995
|
|
|
213,090
|
|
|
213,223
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
2018
|
||||||||||||||
|
|
Dec 31
|
|
Sep 30
|
|
Jun 30
|
|
Mar 31
|
||||||||
Revenues
|
|
$
|
119,354
|
|
|
$
|
119,137
|
|
|
$
|
119,164
|
|
|
$
|
124,842
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
12,144
|
|
|
$
|
12,834
|
|
|
$
|
10,882
|
|
|
$
|
41,780
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
|
$
|
12,144
|
|
|
$
|
12,834
|
|
|
$
|
10,882
|
|
|
$
|
41,780
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to common
shareholders – basic and diluted
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
214,684
|
|
|
218,808
|
|
|
218,982
|
|
|
218,849
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
215,093
|
|
|
219,021
|
|
|
219,410
|
|
|
219,403
|
|
|
|
Balance at
beginning
of year
|
|
Charged to
costs and
expenses
|
|
Deductions
|
|
Balance at
end of year
|
||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
7,976
|
|
|
—
|
|
|
(7,976
|
)
|
|
$
|
—
|
|
Tax valuation allowance
|
|
$
|
10,578
|
|
|
4
|
|
|
—
|
|
|
$
|
10,582
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,567
|
|
|
3,155
|
|
|
(1,746
|
)
|
|
$
|
7,976
|
|
Tax valuation allowance
|
|
$
|
12,347
|
|
|
(1,769
|
)
|
|
—
|
|
|
$
|
10,578
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,886
|
|
|
2,143
|
|
|
(2,462
|
)
|
|
$
|
6,567
|
|
Tax valuation allowance
|
|
$
|
21,175
|
|
|
(8,828
|
)
|
|
—
|
|
|
$
|
12,347
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Ashland & Roosevelt
|
|
$
|
439
|
|
|
$
|
13,850
|
|
|
$
|
21,052
|
|
|
$
|
1,277
|
|
|
$
|
13,850
|
|
|
$
|
22,329
|
|
|
$
|
36,179
|
|
|
$
|
11,630
|
|
|
2002
|
|
05/05
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Avondale Plaza
|
|
—
|
|
|
4,573
|
|
|
9,497
|
|
|
74
|
|
|
4,573
|
|
|
9,571
|
|
|
14,144
|
|
|
1,890
|
|
|
2005
|
|
11/14
|
||||||||
Redmond, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bed Bath & Beyond Plaza
|
|
—
|
|
|
4,530
|
|
|
11,901
|
|
|
405
|
|
|
4,530
|
|
|
12,306
|
|
|
16,836
|
|
|
6,355
|
|
|
2000-2002
|
|
07/05
|
||||||||
Westbury, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Brickyard
|
|
—
|
|
|
45,300
|
|
|
26,657
|
|
|
8,870
|
|
|
45,300
|
|
|
35,527
|
|
|
80,827
|
|
|
18,094
|
|
|
1977/2004
|
|
04/05
|
||||||||
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Carillon (a)
|
|
—
|
|
|
15,261
|
|
|
114,703
|
|
|
(109,424
|
)
|
|
2,811
|
|
|
17,729
|
|
|
20,540
|
|
|
8,263
|
|
|
2004
|
|
09/04
|
||||||||
Largo, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cedar Park Town Center
|
|
—
|
|
|
23,923
|
|
|
13,829
|
|
|
251
|
|
|
23,923
|
|
|
14,080
|
|
|
38,003
|
|
|
3,286
|
|
|
2013
|
|
02/15
|
||||||||
Cedar Park, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Central Texas Marketplace
|
|
—
|
|
|
13,000
|
|
|
47,559
|
|
|
11,122
|
|
|
13,000
|
|
|
58,681
|
|
|
71,681
|
|
|
26,896
|
|
|
2004
|
|
12/06
|
||||||||
Waco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Centre at Laurel
|
|
—
|
|
|
19,000
|
|
|
8,406
|
|
|
17,479
|
|
|
18,700
|
|
|
26,185
|
|
|
44,885
|
|
|
12,808
|
|
|
2005
|
|
02/06
|
||||||||
Laurel, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Chantilly Crossing
|
|
—
|
|
|
8,500
|
|
|
16,060
|
|
|
2,560
|
|
|
8,500
|
|
|
18,620
|
|
|
27,120
|
|
|
9,765
|
|
|
2004
|
|
05/05
|
||||||||
Chantilly, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Circle East (a) (b)
|
|
—
|
|
|
9,050
|
|
|
17,840
|
|
|
(26,484
|
)
|
|
—
|
|
|
406
|
|
|
406
|
|
|
55
|
|
|
1998
|
|
7/04
|
||||||||
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Clearlake Shores
|
|
—
|
|
|
1,775
|
|
|
7,026
|
|
|
1,363
|
|
|
1,775
|
|
|
8,389
|
|
|
10,164
|
|
|
4,377
|
|
|
2003-2004
|
|
04/05
|
||||||||
Clear Lake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Coal Creek Marketplace
|
|
—
|
|
|
5,023
|
|
|
12,382
|
|
|
261
|
|
|
5,023
|
|
|
12,643
|
|
|
17,666
|
|
|
2,095
|
|
|
1991
|
|
08/15
|
||||||||
Newcastle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Colony Square
|
|
—
|
|
|
16,700
|
|
|
22,775
|
|
|
7,781
|
|
|
16,700
|
|
|
30,556
|
|
|
47,256
|
|
|
13,605
|
|
|
1997
|
|
05/06
|
||||||||
Sugar Land, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Commons at Temecula
|
|
—
|
|
|
12,000
|
|
|
35,887
|
|
|
7,145
|
|
|
12,000
|
|
|
43,032
|
|
|
55,032
|
|
|
22,053
|
|
|
1999
|
|
04/05
|
||||||||
Temecula, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Coppell Town Center
|
|
—
|
|
|
2,919
|
|
|
13,281
|
|
|
330
|
|
|
2,919
|
|
|
13,611
|
|
|
16,530
|
|
|
3,342
|
|
|
1999
|
|
10/13
|
||||||||
Coppell, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Coram Plaza
|
|
—
|
|
|
10,200
|
|
|
26,178
|
|
|
3,900
|
|
|
10,200
|
|
|
30,078
|
|
|
40,278
|
|
|
16,391
|
|
|
2004
|
|
12/04
|
||||||||
Coram, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cypress Mill Plaza
|
|
—
|
|
|
4,962
|
|
|
9,976
|
|
|
178
|
|
|
4,962
|
|
|
10,154
|
|
|
15,116
|
|
|
2,677
|
|
|
2004
|
|
10/13
|
||||||||
Cypress, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Davis Towne Crossing
|
|
$
|
—
|
|
|
$
|
1,850
|
|
|
$
|
5,681
|
|
|
$
|
1,210
|
|
|
$
|
1,671
|
|
|
$
|
7,070
|
|
|
$
|
8,741
|
|
|
$
|
3,905
|
|
|
2003-2004
|
|
06/04
|
North Richland Hills, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Denton Crossing
|
|
—
|
|
|
6,000
|
|
|
43,434
|
|
|
17,093
|
|
|
6,000
|
|
|
60,527
|
|
|
66,527
|
|
|
31,246
|
|
|
2003-2004
|
|
10/04
|
||||||||
Denton, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Downtown Crown
|
|
—
|
|
|
43,367
|
|
|
110,785
|
|
|
5,073
|
|
|
43,367
|
|
|
115,858
|
|
|
159,225
|
|
|
21,752
|
|
|
2014
|
|
01/15
|
||||||||
Gaithersburg, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
East Stone Commons
|
|
—
|
|
|
2,900
|
|
|
28,714
|
|
|
338
|
|
|
2,826
|
|
|
29,126
|
|
|
31,952
|
|
|
14,338
|
|
|
2005
|
|
06/06
|
||||||||
Kingsport, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eastside
|
|
—
|
|
|
4,055
|
|
|
17,620
|
|
|
87
|
|
|
4,055
|
|
|
17,707
|
|
|
21,762
|
|
|
2,582
|
|
|
2008
|
|
06/16
|
||||||||
Richardson, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Eastwood Towne Center
|
|
—
|
|
|
12,000
|
|
|
65,067
|
|
|
9,765
|
|
|
12,000
|
|
|
74,832
|
|
|
86,832
|
|
|
39,860
|
|
|
2002
|
|
05/04
|
||||||||
Lansing, MI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Edwards Multiplex
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
—
|
|
|
11,800
|
|
|
33,098
|
|
|
44,898
|
|
|
17,797
|
|
|
1997
|
|
05/05
|
||||||||
Ontario, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fairgrounds Plaza
|
|
—
|
|
|
4,800
|
|
|
13,490
|
|
|
5,082
|
|
|
5,431
|
|
|
17,941
|
|
|
23,372
|
|
|
9,338
|
|
|
2002-2004
|
|
01/05
|
||||||||
Middletown, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fordham Place
|
|
—
|
|
|
17,209
|
|
|
96,547
|
|
|
328
|
|
|
17,209
|
|
|
96,875
|
|
|
114,084
|
|
|
21,263
|
|
|
Redev: 2009
|
|
11/13
|
||||||||
Bronx, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fort Evans Plaza II
|
|
—
|
|
|
16,118
|
|
|
44,880
|
|
|
407
|
|
|
16,118
|
|
|
45,287
|
|
|
61,405
|
|
|
9,194
|
|
|
2008
|
|
01/15
|
||||||||
Leesburg, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fullerton Metrocenter
|
|
—
|
|
|
—
|
|
|
47,403
|
|
|
3,643
|
|
|
—
|
|
|
51,046
|
|
|
51,046
|
|
|
28,723
|
|
|
1988
|
|
06/04
|
||||||||
Fullerton, CA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Galvez Shopping Center
|
|
—
|
|
|
1,250
|
|
|
4,947
|
|
|
442
|
|
|
1,250
|
|
|
5,389
|
|
|
6,639
|
|
|
2,838
|
|
|
2004
|
|
06/05
|
||||||||
Galveston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gardiner Manor Mall
|
|
—
|
|
|
12,348
|
|
|
56,199
|
|
|
1,941
|
|
|
12,348
|
|
|
58,140
|
|
|
70,488
|
|
|
11,944
|
|
|
2000
|
|
06/14
|
||||||||
Bay Shore, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gateway Pavilions
|
|
—
|
|
|
9,880
|
|
|
55,195
|
|
|
5,090
|
|
|
9,880
|
|
|
60,285
|
|
|
70,165
|
|
|
31,744
|
|
|
2003-2004
|
|
12/04
|
||||||||
Avondale, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gateway Plaza
|
|
—
|
|
|
—
|
|
|
26,371
|
|
|
5,599
|
|
|
—
|
|
|
31,970
|
|
|
31,970
|
|
|
17,077
|
|
|
2000
|
|
07/04
|
||||||||
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gateway Station
|
|
—
|
|
|
1,050
|
|
|
3,911
|
|
|
1,333
|
|
|
1,050
|
|
|
5,244
|
|
|
6,294
|
|
|
2,761
|
|
|
2003-2004
|
|
12/04
|
||||||||
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gateway Station II & III
|
|
—
|
|
|
3,280
|
|
|
11,557
|
|
|
371
|
|
|
3,280
|
|
|
11,928
|
|
|
15,208
|
|
|
5,301
|
|
|
2006-2007
|
|
05/07
|
||||||||
College Station, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Gateway Village
|
|
$
|
32,580
|
|
|
$
|
8,550
|
|
|
$
|
39,298
|
|
|
$
|
6,753
|
|
|
$
|
8,550
|
|
|
$
|
46,051
|
|
|
$
|
54,601
|
|
|
$
|
24,933
|
|
|
1996
|
|
07/04
|
Annapolis, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gerry Centennial Plaza
|
|
—
|
|
|
5,370
|
|
|
12,968
|
|
|
10,137
|
|
|
5,370
|
|
|
23,105
|
|
|
28,475
|
|
|
10,214
|
|
|
2006
|
|
06/07
|
||||||||
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Grapevine Crossing
|
|
—
|
|
|
4,100
|
|
|
16,938
|
|
|
492
|
|
|
3,894
|
|
|
17,636
|
|
|
21,530
|
|
|
9,371
|
|
|
2001
|
|
04/05
|
||||||||
Grapevine, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Green's Corner
|
|
—
|
|
|
3,200
|
|
|
8,663
|
|
|
1,468
|
|
|
3,200
|
|
|
10,131
|
|
|
13,331
|
|
|
5,187
|
|
|
1997
|
|
12/04
|
||||||||
Cumming, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gurnee Town Center
|
|
—
|
|
|
7,000
|
|
|
35,147
|
|
|
6,828
|
|
|
7,000
|
|
|
41,975
|
|
|
48,975
|
|
|
22,023
|
|
|
2000
|
|
10/04
|
||||||||
Gurnee, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Henry Town Center
|
|
—
|
|
|
10,650
|
|
|
46,814
|
|
|
9,419
|
|
|
10,650
|
|
|
56,233
|
|
|
66,883
|
|
|
28,361
|
|
|
2002
|
|
12/04
|
||||||||
McDonough, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Heritage Square
|
|
—
|
|
|
6,377
|
|
|
11,385
|
|
|
2,393
|
|
|
6,377
|
|
|
13,778
|
|
|
20,155
|
|
|
3,036
|
|
|
1985
|
|
02/14
|
||||||||
Issaquah, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Heritage Towne Crossing
|
|
—
|
|
|
3,065
|
|
|
10,729
|
|
|
1,757
|
|
|
3,065
|
|
|
12,486
|
|
|
15,551
|
|
|
7,121
|
|
|
2002
|
|
03/04
|
||||||||
Euless, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home Depot Center
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
—
|
|
|
—
|
|
|
16,758
|
|
|
16,758
|
|
|
8,908
|
|
|
1996
|
|
06/05
|
||||||||
Pittsburgh, PA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
HQ Building
|
|
—
|
|
|
5,200
|
|
|
10,010
|
|
|
4,406
|
|
|
5,200
|
|
|
14,416
|
|
|
19,616
|
|
|
7,785
|
|
|
Redev: 2004
|
|
12/05
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Huebner Oaks Center
|
|
—
|
|
|
18,087
|
|
|
64,731
|
|
|
3,107
|
|
|
18,087
|
|
|
67,838
|
|
|
85,925
|
|
|
13,495
|
|
|
1996
|
|
06/14
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Humblewood Shopping Center
|
|
—
|
|
|
2,200
|
|
|
12,823
|
|
|
1,244
|
|
|
2,200
|
|
|
14,067
|
|
|
16,267
|
|
|
7,039
|
|
|
Renov: 2005
|
|
11/05
|
||||||||
Humble, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jefferson Commons
|
|
—
|
|
|
23,097
|
|
|
52,762
|
|
|
3,791
|
|
|
23,097
|
|
|
56,553
|
|
|
79,650
|
|
|
24,281
|
|
|
2005
|
|
02/08
|
||||||||
Newport News, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
John's Creek Village
|
|
—
|
|
|
14,446
|
|
|
23,932
|
|
|
1,278
|
|
|
14,295
|
|
|
25,361
|
|
|
39,656
|
|
|
5,526
|
|
|
2004
|
|
06/14
|
||||||||
John's Creek, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
King Philip's Crossing
|
|
—
|
|
|
3,710
|
|
|
19,144
|
|
|
(11,171
|
)
|
|
3,388
|
|
|
8,295
|
|
|
11,683
|
|
|
—
|
|
|
2005
|
|
11/05
|
||||||||
Seekonk, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
La Plaza Del Norte
|
|
—
|
|
|
16,005
|
|
|
37,744
|
|
|
5,404
|
|
|
16,005
|
|
|
43,148
|
|
|
59,153
|
|
|
24,321
|
|
|
1996/1999
|
|
01/04
|
||||||||
San Antonio, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Lake Worth Towne Crossing
|
|
—
|
|
|
6,600
|
|
|
30,910
|
|
|
9,357
|
|
|
6,600
|
|
|
40,267
|
|
|
46,867
|
|
|
18,947
|
|
|
2005
|
|
06/06
|
||||||||
Lake Worth, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Lakewood Towne Center
|
|
$
|
—
|
|
|
$
|
12,555
|
|
|
$
|
74,612
|
|
|
$
|
(8,038
|
)
|
|
$
|
12,555
|
|
|
$
|
66,574
|
|
|
$
|
79,129
|
|
|
$
|
34,695
|
|
|
1998/2002-
|
|
06/04
|
Lakewood, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
|
||||||||||||||||
Lincoln Park
|
|
—
|
|
|
38,329
|
|
|
17,772
|
|
|
733
|
|
|
38,329
|
|
|
18,505
|
|
|
56,834
|
|
|
3,957
|
|
|
1997
|
|
06/14
|
||||||||
Dallas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Lincoln Plaza
|
|
—
|
|
|
13,000
|
|
|
46,482
|
|
|
23,209
|
|
|
13,110
|
|
|
69,581
|
|
|
82,691
|
|
|
35,147
|
|
|
2001-2004
|
|
09/05
|
||||||||
Worcester, MA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Lowe's/Bed, Bath & Beyond
|
|
—
|
|
|
7,423
|
|
|
799
|
|
|
(8
|
)
|
|
7,415
|
|
|
799
|
|
|
8,214
|
|
|
763
|
|
|
2005
|
|
08/05
|
||||||||
Butler, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
MacArthur Crossing
|
|
—
|
|
|
4,710
|
|
|
16,265
|
|
|
2,691
|
|
|
4,710
|
|
|
18,956
|
|
|
23,666
|
|
|
10,766
|
|
|
1995-1996
|
|
02/04
|
||||||||
Los Colinas, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Main Street Promenade
|
|
—
|
|
|
4,317
|
|
|
83,276
|
|
|
289
|
|
|
4,317
|
|
|
83,565
|
|
|
87,882
|
|
|
9,027
|
|
|
2003 & 2014
|
|
01/17
|
||||||||
Naperville, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Manchester Meadows
|
|
—
|
|
|
14,700
|
|
|
39,738
|
|
|
9,395
|
|
|
14,700
|
|
|
49,133
|
|
|
63,833
|
|
|
25,661
|
|
|
1994-1995
|
|
08/04
|
||||||||
Town and Country, MO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mansfield Towne Crossing
|
|
—
|
|
|
3,300
|
|
|
12,195
|
|
|
3,701
|
|
|
3,300
|
|
|
15,896
|
|
|
19,196
|
|
|
8,716
|
|
|
2003-2004
|
|
11/04
|
||||||||
Mansfield, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Merrifield Town Center
|
|
—
|
|
|
18,678
|
|
|
36,496
|
|
|
1,224
|
|
|
18,678
|
|
|
37,720
|
|
|
56,398
|
|
|
7,001
|
|
|
2008
|
|
01/15
|
||||||||
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Merrifield Town Center II
|
|
—
|
|
|
28,797
|
|
|
14,698
|
|
|
105
|
|
|
28,797
|
|
|
14,803
|
|
|
43,600
|
|
|
2,142
|
|
|
1972 Renov:
|
|
01/16
|
||||||||
Falls Church, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006-2007
|
|
|
||||||||||||||||
New Forest Crossing
|
|
—
|
|
|
4,390
|
|
|
11,313
|
|
|
1,107
|
|
|
4,390
|
|
|
12,420
|
|
|
16,810
|
|
|
2,949
|
|
|
2003
|
|
10/13
|
||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
New Hyde Park Shopping Center
|
|
—
|
|
|
14,568
|
|
|
5,562
|
|
|
(11
|
)
|
|
14,568
|
|
|
5,551
|
|
|
20,119
|
|
|
625
|
|
|
1964 Renov:
|
|
07/17
|
||||||||
New Hyde Park, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
||||||||||||||||
Newnan Crossing I & II
|
|
—
|
|
|
15,100
|
|
|
33,987
|
|
|
9,863
|
|
|
15,100
|
|
|
43,850
|
|
|
58,950
|
|
|
22,945
|
|
|
1999 &
|
|
12/03 &
|
||||||||
Newnan, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
02/04
|
||||||||||||||||
Newton Crossroads
|
|
—
|
|
|
3,350
|
|
|
6,927
|
|
|
927
|
|
|
3,350
|
|
|
7,854
|
|
|
11,204
|
|
|
4,037
|
|
|
1997
|
|
12/04
|
||||||||
Covington, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
North Benson Center
|
|
—
|
|
|
13,275
|
|
|
10,619
|
|
|
487
|
|
|
13,275
|
|
|
11,106
|
|
|
24,381
|
|
|
386
|
|
|
1988-1990
|
|
03/19
|
||||||||
Renton, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Northgate North
|
|
24,675
|
|
|
7,540
|
|
|
49,078
|
|
|
(12,582
|
)
|
|
7,540
|
|
|
36,496
|
|
|
44,036
|
|
|
21,016
|
|
|
1999-2003
|
|
06/04
|
||||||||
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Northpointe Plaza
|
|
—
|
|
|
13,800
|
|
|
37,707
|
|
|
9,544
|
|
|
13,800
|
|
|
47,251
|
|
|
61,051
|
|
|
24,725
|
|
|
1991-1993
|
|
05/04
|
||||||||
Spokane, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Oak Brook Promenade
|
|
$
|
—
|
|
|
$
|
10,343
|
|
|
$
|
50,057
|
|
|
$
|
1,776
|
|
|
$
|
10,343
|
|
|
$
|
51,833
|
|
|
$
|
62,176
|
|
|
$
|
7,789
|
|
|
2006
|
|
03/16
|
Oak Brook, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
One Loudoun (a)
|
|
—
|
|
|
26,799
|
|
|
122,224
|
|
|
129
|
|
|
15,067
|
|
|
134,085
|
|
|
149,152
|
|
|
15,409
|
|
|
2013-2017
|
|
11/16, 2/17,
|
||||||||
Ashburn, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/17, 5/17, 8/17 & 11/18
|
||||||||||||||||
Oswego Commons
|
|
—
|
|
|
6,454
|
|
|
16,004
|
|
|
1,701
|
|
|
6,454
|
|
|
17,705
|
|
|
24,159
|
|
|
4,241
|
|
|
2002-2004
|
|
06/14
|
||||||||
Oswego, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Paradise Valley Marketplace
|
|
—
|
|
|
8,134
|
|
|
20,425
|
|
|
2,562
|
|
|
8,134
|
|
|
22,987
|
|
|
31,121
|
|
|
12,343
|
|
|
2002
|
|
4/04 & 6/19
|
||||||||
Phoenix, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Parkway Towne Crossing
|
|
—
|
|
|
6,142
|
|
|
20,423
|
|
|
9,508
|
|
|
6,142
|
|
|
29,931
|
|
|
36,073
|
|
|
15,903
|
|
|
2010
|
|
08/06
|
||||||||
Frisco, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pavilion at Kings Grant I & II
|
|
—
|
|
|
10,274
|
|
|
12,392
|
|
|
21,340
|
|
|
10,105
|
|
|
33,901
|
|
|
44,006
|
|
|
13,023
|
|
|
2002-2003
|
|
12/03 &
|
||||||||
Concord, NC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
06/06
|
||||||||||||||||
Pelham Manor Shopping Plaza
|
|
—
|
|
|
—
|
|
|
67,870
|
|
|
938
|
|
|
—
|
|
|
68,808
|
|
|
68,808
|
|
|
16,824
|
|
|
2008
|
|
11/13
|
||||||||
Pelham Manor, NY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Peoria Crossings I & II
|
|
24,110
|
|
|
6,995
|
|
|
32,816
|
|
|
4,653
|
|
|
8,495
|
|
|
35,969
|
|
|
44,464
|
|
|
20,076
|
|
|
2002-2003
|
|
03/04 &
|
||||||||
Peoria, AZ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
& 2005
|
|
05/05
|
||||||||||||||||
Plaza at Marysville
|
|
—
|
|
|
6,600
|
|
|
13,728
|
|
|
1,162
|
|
|
6,600
|
|
|
14,890
|
|
|
21,490
|
|
|
8,230
|
|
|
1995
|
|
07/04
|
||||||||
Marysville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Plaza del Lago
|
|
—
|
|
|
12,042
|
|
|
33,382
|
|
|
4,027
|
|
|
12,042
|
|
|
37,409
|
|
|
49,451
|
|
|
2,741
|
|
|
1928 Renov:
|
|
12/17
|
||||||||
Wilmette, IL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996/2019
|
|
|
||||||||||||||||
Pleasant Run
|
|
—
|
|
|
4,200
|
|
|
29,085
|
|
|
7,629
|
|
|
4,200
|
|
|
36,714
|
|
|
40,914
|
|
|
19,012
|
|
|
2004
|
|
12/04
|
||||||||
Cedar Hill, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Reisterstown Road Plaza
|
|
—
|
|
|
15,800
|
|
|
70,372
|
|
|
24,474
|
|
|
15,790
|
|
|
94,856
|
|
|
110,646
|
|
|
45,506
|
|
|
1986/2004/
|
|
08/04
|
||||||||
Baltimore, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
||||||||||||||||
Rivery Town Crossing
|
|
—
|
|
|
2,900
|
|
|
6,814
|
|
|
1,284
|
|
|
2,900
|
|
|
8,098
|
|
|
10,998
|
|
|
3,638
|
|
|
2005
|
|
10/06
|
||||||||
Georgetown, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Royal Oaks Village II
|
|
—
|
|
|
3,450
|
|
|
17,000
|
|
|
964
|
|
|
3,450
|
|
|
17,964
|
|
|
21,414
|
|
|
7,022
|
|
|
2004-2005
|
|
11/05
|
||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sawyer Heights Village
|
|
—
|
|
|
24,214
|
|
|
15,797
|
|
|
778
|
|
|
24,214
|
|
|
16,575
|
|
|
40,789
|
|
|
4,170
|
|
|
2007
|
|
10/13
|
||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shoppes at Hagerstown
|
|
—
|
|
|
4,034
|
|
|
21,937
|
|
|
275
|
|
|
4,034
|
|
|
22,212
|
|
|
26,246
|
|
|
3,670
|
|
|
2008
|
|
01/16
|
||||||||
Hagerstown, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Shoppes at Quarterfield
|
|
—
|
|
|
2,190
|
|
|
8,840
|
|
|
359
|
|
|
2,190
|
|
|
9,199
|
|
|
11,389
|
|
|
5,207
|
|
|
1999
|
|
01/04
|
||||||||
Severn, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
The Shoppes at Union Hill
|
|
$
|
12,351
|
|
|
$
|
12,666
|
|
|
$
|
45,227
|
|
|
$
|
2,608
|
|
|
$
|
12,666
|
|
|
$
|
47,835
|
|
|
$
|
60,501
|
|
|
$
|
6,789
|
|
|
2003
|
|
04/16
|
Denville, NJ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shoppes of New Hope
|
|
—
|
|
|
1,350
|
|
|
11,045
|
|
|
258
|
|
|
1,350
|
|
|
11,303
|
|
|
12,653
|
|
|
6,325
|
|
|
2004
|
|
07/04
|
||||||||
Dallas, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shoppes of Prominence Point I & II
|
|
—
|
|
|
3,650
|
|
|
12,652
|
|
|
734
|
|
|
3,650
|
|
|
13,386
|
|
|
17,036
|
|
|
7,304
|
|
|
2004 & 2005
|
|
06/04 &
|
||||||||
Canton, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
09/05
|
||||||||||||||||
Shops at Forest Commons
|
|
—
|
|
|
1,050
|
|
|
6,133
|
|
|
428
|
|
|
1,050
|
|
|
6,561
|
|
|
7,611
|
|
|
3,607
|
|
|
2002
|
|
12/04
|
||||||||
Round Rock, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
The Shops at Legacy
|
|
—
|
|
|
8,800
|
|
|
108,940
|
|
|
19,162
|
|
|
8,800
|
|
|
128,102
|
|
|
136,902
|
|
|
58,203
|
|
|
2002
|
|
06/07
|
||||||||
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shops at Park Place
|
|
—
|
|
|
9,096
|
|
|
13,175
|
|
|
4,735
|
|
|
9,096
|
|
|
17,910
|
|
|
27,006
|
|
|
8,900
|
|
|
2001
|
|
10/03
|
||||||||
Plano, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Southlake Corners
|
|
—
|
|
|
6,612
|
|
|
23,605
|
|
|
200
|
|
|
6,612
|
|
|
23,805
|
|
|
30,417
|
|
|
5,567
|
|
|
2004
|
|
10/13
|
||||||||
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Southlake Town Square I - VII (c)
|
|
—
|
|
|
43,790
|
|
|
210,402
|
|
|
32,890
|
|
|
41,604
|
|
|
245,478
|
|
|
287,082
|
|
|
111,172
|
|
|
1998-2007
|
|
12/04, 5/07,
|
||||||||
Southlake, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/08 & 3/09
|
||||||||||||||||
Stilesboro Oaks
|
|
—
|
|
|
2,200
|
|
|
9,426
|
|
|
816
|
|
|
2,200
|
|
|
10,242
|
|
|
12,442
|
|
|
5,448
|
|
|
1997
|
|
12/04
|
||||||||
Acworth, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Stonebridge Plaza
|
|
—
|
|
|
1,000
|
|
|
5,783
|
|
|
847
|
|
|
1,000
|
|
|
6,630
|
|
|
7,630
|
|
|
3,373
|
|
|
1997
|
|
08/05
|
||||||||
McKinney, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Streets of Yorktown
|
|
—
|
|
|
3,440
|
|
|
22,111
|
|
|
(20,558
|
)
|
|
1,062
|
|
|
3,931
|
|
|
4,993
|
|
|
72
|
|
|
2005
|
|
12/05
|
||||||||
Houston, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tacoma South
|
|
—
|
|
|
10,976
|
|
|
22,898
|
|
|
222
|
|
|
10,976
|
|
|
23,120
|
|
|
34,096
|
|
|
3,367
|
|
|
1984-2015
|
|
05/16
|
||||||||
Tacoma, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Target South Center
|
|
—
|
|
|
2,300
|
|
|
8,760
|
|
|
730
|
|
|
2,300
|
|
|
9,490
|
|
|
11,790
|
|
|
5,029
|
|
|
1999
|
|
11/05
|
||||||||
Austin, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tollgate Marketplace
|
|
—
|
|
|
8,700
|
|
|
61,247
|
|
|
14,954
|
|
|
8,700
|
|
|
76,201
|
|
|
84,901
|
|
|
37,215
|
|
|
1979/1994
|
|
07/04
|
||||||||
Bel Air, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Towson Square (b)
|
|
—
|
|
|
13,757
|
|
|
21,958
|
|
|
383
|
|
|
13,757
|
|
|
22,341
|
|
|
36,098
|
|
|
3,441
|
|
|
2014
|
|
11/15
|
||||||||
Towson, MD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tysons Corner
|
|
—
|
|
|
22,525
|
|
|
7,184
|
|
|
3,799
|
|
|
22,525
|
|
|
10,983
|
|
|
33,508
|
|
|
1,504
|
|
|
1980
|
|
05/15
|
||||||||
Vienna, VA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renov:2004,
2012/2013 |
|
|
||||||||||||||||
Village Shoppes at Simonton
|
|
—
|
|
|
2,200
|
|
|
10,874
|
|
|
376
|
|
|
2,200
|
|
|
11,250
|
|
|
13,450
|
|
|
6,089
|
|
|
2004
|
|
08/04
|
||||||||
Lawrenceville, GA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost (A)
|
|
|
|
Gross amount carried at end of period
|
|
|
|
|
|
|
||||||||||||||||||||||
Property Name
|
|
Encumbrance
|
|
Land
|
|
Buildings and Improvements
|
|
Adjustments to Basis (C)
|
|
Land and Improvements
|
|
Buildings and Improvements (D)
|
|
Total (B), (D)
|
|
Accumulated Depreciation (E)
|
|
Date Constructed
|
|
Date Acquired
|
||||||||||||||||
Walter's Crossing
|
|
$
|
—
|
|
|
$
|
14,500
|
|
|
$
|
16,914
|
|
|
$
|
507
|
|
|
$
|
14,500
|
|
|
$
|
17,421
|
|
|
$
|
31,921
|
|
|
$
|
8,854
|
|
|
2005
|
|
07/06
|
Tampa, FL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Watauga Pavilion
|
|
—
|
|
|
5,185
|
|
|
27,504
|
|
|
1,728
|
|
|
5,185
|
|
|
29,232
|
|
|
34,417
|
|
|
16,223
|
|
|
2003-2004
|
|
05/04
|
||||||||
Watauga, TX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Winchester Commons
|
|
—
|
|
|
4,400
|
|
|
7,471
|
|
|
930
|
|
|
4,400
|
|
|
8,401
|
|
|
12,801
|
|
|
4,384
|
|
|
1999
|
|
11/04
|
||||||||
Memphis, TN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Woodinville Plaza
|
|
—
|
|
|
16,073
|
|
|
25,433
|
|
|
8,013
|
|
|
16,073
|
|
|
33,446
|
|
|
49,519
|
|
|
5,253
|
|
|
1981
|
|
06/15 &
|
||||||||
Woodinville, WA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/16
|
||||||||||||||||
Total
|
|
94,155
|
|
|
1,058,803
|
|
|
3,266,098
|
|
|
241,510
|
|
|
1,021,829
|
|
|
3,544,582
|
|
|
4,566,411
|
|
|
1,383,274
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Developments in Progress
|
|
—
|
|
|
25,450
|
|
|
—
|
|
|
87,903
|
|
|
65,319
|
|
|
48,034
|
|
|
113,353
|
|
|
—
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total Investment Properties
|
|
$
|
94,155
|
|
|
$
|
1,084,253
|
|
|
$
|
3,266,098
|
|
|
$
|
329,413
|
|
|
$
|
1,087,148
|
|
|
$
|
3,592,616
|
|
|
$
|
4,679,764
|
|
|
$
|
1,383,274
|
|
|
|
|
|
(a)
|
The cost basis associated with this property or a portion of this property is included within “Developments in progress” as the property or a portion of the property is an active redevelopment.
|
(b)
|
The redevelopment at Circle East is no longer combined with the Company’s neighboring property Towson Square.
|
(c)
|
The Company acquired a parcel at this property in 2019.
|
(A)
|
The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
|
(B)
|
The aggregate cost of real estate owned as of December 31, 2019 for U.S. federal income tax purposes was approximately $4,690,491.
|
(C)
|
Adjustments to basis include payments received under master lease agreements as well as additional tangible costs associated with the investment properties, including any earnout of tenant space.
|
(D)
|
Reconciliation of real estate owned:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of January 1,
|
|
$
|
4,692,754
|
|
|
$
|
4,785,927
|
|
|
$
|
5,499,506
|
|
Purchases and additions to investment property
|
|
133,259
|
|
|
114,050
|
|
|
272,145
|
|
|||
Sale and write-offs of investment property
|
|
(111,557
|
)
|
|
(203,766
|
)
|
|
(829,170
|
)
|
|||
Property held for sale
|
|
—
|
|
|
—
|
|
|
(2,791
|
)
|
|||
Provision for asset impairment
|
|
(34,692
|
)
|
|
(3,457
|
)
|
|
(153,763
|
)
|
|||
Balance as of December 31,
|
|
$
|
4,679,764
|
|
|
$
|
4,692,754
|
|
|
$
|
4,785,927
|
|
(E)
|
Reconciliation of accumulated depreciation:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of January 1,
|
|
$
|
1,313,602
|
|
|
$
|
1,215,990
|
|
|
$
|
1,443,333
|
|
Depreciation expense
|
|
173,619
|
|
|
149,302
|
|
|
171,823
|
|
|||
Sale and write-offs of investment property
|
|
(81,438
|
)
|
|
(48,795
|
)
|
|
(308,662
|
)
|
|||
Property held for sale
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|||
Provision for asset impairment
|
|
(22,509
|
)
|
|
(2,895
|
)
|
|
(90,477
|
)
|
|||
Balance as of December 31,
|
|
$
|
1,383,274
|
|
|
$
|
1,313,602
|
|
|
$
|
1,215,990
|
|
|
|
Years
|
Building and improvements
|
|
30
|
Site improvements
|
|
15
|
Tenant improvements
|
|
Life of related lease
|
(a)
|
List of documents filed:
|
(1)
|
The consolidated financial statements of the Company are set forth in this report in Item 8.
|
(2)
|
Financial Statement Schedules:
|
|
|
Page
|
|
Valuation and Qualifying Accounts (Schedule II)
|
|
88
|
|
Real Estate and Accumulated Depreciation (Schedule III)
|
|
89
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
10.1
|
|
|
10.2
|
|
Exhibit No.
|
|
Description
|
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document (filed herewith).
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).
|
|
/s/ STEVEN P. GRIMES
|
|
|
By:
|
Steven P. Grimes
|
|
Chief Executive Officer
|
Date:
|
February 19, 2020
|
|
/s/ STEVEN P. GRIMES
|
|
|
/s/ BONNIE S. BIUMI
|
|
|
/s/ RICHARD P. IMPERIALE
|
|
|
|
|
|
|
|
|||
By:
|
Steven P. Grimes
|
By:
|
Bonnie S. Biumi
|
By:
|
Richard P. Imperiale
|
|||
|
Director and Chief Executive Officer
(Principal Executive Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
|||
|
|
|
|
|
|
|||
|
/s/ JULIE M. SWINEHART
|
|
|
/s/ FRANK A. CATALANO, JR.
|
|
|
/s/ PETER L. LYNCH
|
|
|
|
|
|
|
|
|||
By:
|
Julie M. Swinehart
|
By:
|
Frank A. Catalano, Jr.
|
By:
|
Peter L. Lynch
|
|||
|
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
|
|
Director
|
|
Director
|
|||
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
|||
|
|
|
|
|
|
|||
|
/s/ GERALD M. GORSKI
|
|
|
/s/ ROBERT G. GIFFORD
|
|
|
/s/ THOMAS J. SARGEANT
|
|
|
|
|
|
|
|
|||
By:
|
Gerald M. Gorski
|
By:
|
Robert G. Gifford
|
By:
|
Thomas J. Sargeant
|
|||
|
Chairman of the Board and Director
|
|
Director
|
|
Director
|
|||
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
Date:
|
February 19, 2020
|
•
|
any person from transferring shares of our stock if such transfer would result in shares of our stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution); and
|
•
|
any person from beneficially or constructively owning shares of our stock if such ownership would result in our failing to qualify as a REIT.
|
•
|
to rescind as void any vote cast by a purported transferee prior to our discovery that the shares have been transferred to the trust; and
|
•
|
to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust.
|
•
|
provisions opting out of the control share acquisition statute; and
|
•
|
provisions prohibiting our board of directors without the approval of a majority of the votes entitled to be cast by the holders of outstanding shares of our common stock, from revoking, altering or amending any resolution, or adopting any resolution inconsistent with any previously-adopted resolution of our board of directors, that exempts any business combination between us and any other person or entity from the business combination provisions of the MGCL.
|
•
|
any present or former director who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity; or
|
•
|
any individual who, while a director of our company and at our request, serves or has served another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner, member, manager or trustee of such corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity.
|
•
|
the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;
|
•
|
the director or officer actually received an improper personal benefit in money, property or services; or
|
•
|
in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
|
•
|
a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
|
•
|
a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.
|
Entity
|
Formation
|
3503 RP Plano Investments, L.L.C.
|
Delaware
|
3503 RP Renton North Benson, L.L.C.
|
Delaware
|
3503 RP Southlake Corners Kimball GP, L.L.C.
|
Delaware
|
3503 RP Southlake Corners Kimball Limited Partnership
|
Illinois
|
3503 RP Spokane Northpointe, L.L.C.
|
Delaware
|
3503 RP Stony Creek, L.L.C.
|
Delaware
|
3503 RP Summerville Azalea Square, L.L.C.
|
Delaware
|
3503 RP Temecula Commons, L.L.C.
|
Delaware
|
3503 RP Waco Central GP, L.L.C.
|
Delaware
|
3503 RP Waco Central Limited Partnership
|
Illinois
|
3503 RP Waco Central LP, L.L.C.
|
Delaware
|
3503 RP Wesley Chapel Northwoods, L.L.C.
|
Delaware
|
3503 RP Wilmette Plaza Del Lago, L.L.C.
|
Delaware
|
3503 RPK Ashburn Loudoun JV, L.L.C.
|
Delaware
|
3503 RPK Ashburn Loudoun Property, L.L.C.
|
Delaware
|
Bel Air Square LLC
|
Maryland
|
Birch Property & Casualty, LLC
|
Vermont
|
C&S Southlake Capital Partners I, L.P.
|
Texas
|
Capital Centre LLC
|
Maryland
|
Centre at Laurel, LLC
|
Maryland
|
Colesville One, LLC
|
Maryland
|
Dallas Metro Maintenance, L.L.C.
|
Delaware
|
Denville Union Hill, L.L.C.
|
Delaware
|
Gateway Village LLC
|
Maryland
|
Inland Western Chicago Ashland, L.L.C.
|
Delaware
|
Inland Western Chicago Ashland I, L.L.C.
|
Delaware
|
Inland Western Colesville New Hampshire SPE, L.L.C.
|
Delaware
|
Inland Western Easton Forks Town DST
|
Delaware
|
Inland Western Glendale, L.L.C.
|
Delaware
|
Inland Western Glendale Outlot D, L.L.C.
|
Delaware
|
Inland Western Glendale Peoria II, L.L.C.
|
Delaware
|
Inland Western Greer Wade Hampton, L.L.C.
|
Delaware
|
Inland Western Kill Devil Hills Croatan, L.L.C.
|
Delaware
|
Inland Western Lansing Eastwood (Tenant), L.L.C.
|
Delaware
|
Inland Western Mt. Pleasant Park West, L.L.C.
|
Delaware
|
Inland Western Orange 440 Boston, L.L.C.
|
Delaware
|
Inland Western Pottstown GP, L.L.C.
|
Delaware
|
Inland Western Pottstown Limited Partnership
|
Illinois
|
Inland Western Pottstown LP DST
|
Delaware
|
Inland Western Salt Lake City Gateway, L.L.C.
|
Delaware
|
Inland Western Seattle Northgate North, L.L.C.
|
Delaware
|
Inland Western Spartanburg, L.L.C.
|
Delaware
|
Inland Western Spartanburg SPE, L.L.C.
|
Delaware
|
IWR Gateway Central Plant, L.L.C.
|
Delaware
|
IWR Protective Corporation
|
Delaware
|
MS Inland Fund, LLC
|
Delaware
|
Reisterstown Plaza Associates, LLC
|
Maryland
|
RPAI Acquisitions, Inc.
|
Illinois
|
RPAI Ashburn Loudoun, L.L.C.
|
Delaware
|
RPAI Austin Mopac GP, L.L.C.
|
Delaware
|
RPAI Austin Mopac Limited Partnership
|
Illinois
|
RPAI Austin Mopac LP, L.L.C.
|
Delaware
|
RPAI Bangor Broadway, L.L.C.
|
Delaware
|
RPAI Bangor Parkade, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country, L.L.C.
|
Delaware
|
RPAI Bluffton Low Country II, L.L.C.
|
Delaware
|
Entity
|
Formation
|
RPAI Bradenton Beachway, L.L.C.
|
Delaware
|
RPAI Brooklyn Park 93rd Avenue, L.L.C.
|
Delaware
|
RPAI Butler Kinnelon, L.L.C.
|
Delaware
|
RPAI Canton Paradise, L.L.C.
|
Delaware
|
RPAI Canton Paradise Outlot, L.L.C.
|
Delaware
|
RPAI Capital Centre II, L.L.C.
|
Delaware
|
RPAI Cedar Park Town Center, L.L.C.
|
Delaware
|
RPAI Chantilly Crossing, L.L.C.
|
Delaware
|
RPAI Chicago Ashland Land, L.L.C.
|
Delaware
|
RPAI Chicago Brickyard, L.L.C.
|
Delaware
|
RPAI Clear Lake Clear Shores GP, L.L.C.
|
Delaware
|
RPAI Clear Lake Clear Shores Limited Partnership
|
Illinois
|
RPAI Clear Lake Clear Shores LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway GP, L.L.C.
|
Delaware
|
RPAI College Station Gateway Limited Partnership
|
Illinois
|
RPAI College Station Gateway LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway II GP, L.L.C.
|
Delaware
|
RPAI College Station Gateway II Limited Partnership
|
Illinois
|
RPAI College Station Gateway II LP, L.L.C.
|
Delaware
|
RPAI College Station Gateway III, L.L.C.
|
Delaware
|
RPAI Continental Rave Houston, L.L.C.
|
Delaware
|
RPAI Cypress Mill, L.L.C.
|
Delaware
|
RPAI Cypress Mill GP, L.L.C.
|
Delaware
|
RPAI Cypress Mill Limited Partnership
|
Illinois
|
RPAI Darien SPE, L.L.C.
|
Delaware
|
RPAI Duluth John’s Creek, L.L.C.
|
Delaware
|
RPAI Duluth John’s Creek SPE, L.L.C.
|
Delaware
|
RPAI Euless GP, L.L.C.
|
Delaware
|
RPAI Euless Limited Partnership
|
Illinois
|
RPAI Euless LP, L.L.C.
|
Delaware
|
RPAI Falls Church Merrifield, L.L.C.
|
Delaware
|
RPAI Falls Church Merrifield II, L.L.C.
|
Delaware
|
RPAI Fordham Place Office, L.L.C.
|
Delaware
|
RPAI Fordham Place Retail, L.L.C.
|
Delaware
|
RPAI Fort Mill West Town, L.L.C.
|
Delaware
|
RPAI Fort Myers Page Field, L.L.C.
|
Delaware
|
RPAI Frisco Parkway GP, L.L.C.
|
Delaware
|
RPAI Frisco Parkway Limited Partnership
|
Texas
|
RPAI Frisco Parkway LP, L.L.C.
|
Delaware
|
RPAI Gaithersburg Downtown Crown, L.L.C.
|
Delaware
|
RPAI Galveston Galvez GP, L.L.C.
|
Delaware
|
RPAI Galveston Galvez Limited Partnership
|
Illinois
|
RPAI Galveston Galvez LP, L.L.C.
|
Delaware
|
RPAI Georgetown Rivery GP, L.L.C.
|
Delaware
|
RPAI Georgetown Rivery Limited Partnership
|
Illinois
|
RPAI Georgetown Rivery LP, L.L.C.
|
Delaware
|
RPAI Grapevine GP, L.L.C.
|
Delaware
|
RPAI Grapevine Limited Partnership
|
Illinois
|
RPAI Grapevine LP, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks, L.L.C.
|
Delaware
|
RPAI Greenville Five Forks Outlot, L.L.C.
|
Delaware
|
RPAI Hagerstown, L.L.C.
|
Delaware
|
RPAI Hartford New Park, L.L.C.
|
Delaware
|
RPAI HOLDCO Management LLC
|
Delaware
|
RPAI Houston Little York GP, L.L.C.
|
Delaware
|
RPAI Houston Little York Limited Partnership
|
Illinois
|
Entity
|
Formation
|
RPAI Houston New Forest GP, L.L.C.
|
Delaware
|
RPAI Houston New Forest Limited Partnership
|
Illinois
|
RPAI Houston New Forest, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village II GP, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village II Limited Partnership
|
Illinois
|
RPAI Houston Royal Oaks Village II LP, L.L.C.
|
Delaware
|
RPAI Houston Royal Oaks Village III, L.L.C.
|
Delaware
|
RPAI Houston Sawyer Heights, L.L.C.
|
Delaware
|
RPAI Humble Humblewood GP, L.L.C.
|
Delaware
|
RPAI Humble Humblewood Limited Partnership
|
Illinois
|
RPAI Humble Humblewood LP, L.L.C.
|
Delaware
|
RPAI I DST
|
Delaware
|
RPAI II DST
|
Delaware
|
RPAI Irving GP, L.L.C.
|
Delaware
|
RPAI Irving Limited Partnership
|
Illinois
|
RPAI Irving LP, L.L.C.
|
Delaware
|
RPAI Issaquah Heritage, L.L.C.
|
Delaware
|
RPAI Kansas City, L.L.C.
|
Delaware
|
RPAI Kansas City Stateline, L.L.C.
|
Delaware
|
RPAI King’s Grant GP, L.L.C.
|
Delaware
|
RPAI King’s Grant II GP, L.L.C.
|
Delaware
|
RPAI King’s Grant Limited Partnership
|
Delaware
|
RPAI King’s Grant II Limited Partnership
|
Delaware
|
RPAI Kingsport East Stone, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing GP, L.L.C.
|
Delaware
|
RPAI Lake Worth Towne Crossing Limited Partnership
|
Illinois
|
RPAI Lake Worth Towne Crossing LP, L.L.C.
|
Delaware
|
RPAI Lakewood, L.L.C.
|
Delaware
|
RPAI Lakewood II, L.L.C.
|
Delaware
|
RPAI Lansing Eastwood, L.L.C.
|
Delaware
|
RPAI Lawton Lee Blvd., L.L.C.
|
Delaware
|
RPAI Leesburg Fort Evans, L.L.C.
|
Delaware
|
RPAI Mansfield GP, L.L.C.
|
Delaware
|
RPAI Mansfield Limited Partnership
|
Illinois
|
RPAI Mansfield LP, L.L.C.
|
Delaware
|
RPAI Maple Grove Wedgwood, L.L.C.
|
Delaware
|
RPAI McDonough Henry Town, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge GP, L.L.C.
|
Delaware
|
RPAI McKinney Stonebridge Limited Partnership
|
Illinois
|
RPAI McKinney Stonebridge LP, L.L.C.
|
Delaware
|
RPAI Miami 19th Street II, L.L.C.
|
Delaware
|
RPAI Middletown Fairgrounds Plaza, L.L.C.
|
Delaware
|
RPAI Naperville Main, L.L.C.
|
Delaware
|
RPAI Naperville Main North, L.L.C.
|
Delaware
|
RPAI New Hartford Orchard, L.L.C.
|
Delaware
|
RPAI New Port Richey Mitchell, L.L.C.
|
Delaware
|
RPAI New York Portfolio, L.L.C.
|
Delaware
|
RPAI Newcastle Coal Creek, L.L.C.
|
Delaware
|
RPAI Newnan Crossing, L.L.C.
|
Delaware
|
RPAI Newnan Crossing II, L.L.C.
|
Delaware
|
RPAI Newport News Jefferson, L.L.C.
|
Delaware
|
RPAI North Carolina Sales, Inc.
|
Illinois
|
RPAI North Richland Hills Davis GP, L.L.C.
|
Delaware
|
RPAI North Richland Hills Davis Limited Partnership
|
Illinois
|
RPAI North Richland Hills Davis LP, L.L.C.
|
Delaware
|
RPAI Northwest Management Corp.
|
Delaware
|
Entity
|
Formation
|
RPAI Oak Brook Promenade I, L.L.C.
|
Delaware
|
RPAI Orange 53 Boston, L.L.C.
|
Delaware
|
RPAI Oswego Douglass, L.L.C.
|
Delaware
|
RPAI Oswego Gerry Centennial, L.L.C.
|
Delaware
|
RPAI Pacific Property Services LLC
|
Delaware
|
RPAI Pelham Manor, L.L.C.
|
Delaware
|
RPAI Pittsburgh William Penn GP, L.L.C.
|
Delaware
|
RPAI Pittsburgh William Penn, L.P.
|
Illinois
|
RPAI Pittsburgh William Penn Member II DST
|
Delaware
|
RPAI Pittsburgh William Penn Partner, L.P.
|
Delaware
|
RPAI Quakertown GP, L.L.C.
|
Delaware
|
RPAI Quakertown Limited Partnership
|
Illinois
|
RPAI Quakertown LP DST
|
Delaware
|
RPAI Redmond Avondale, L.L.C.
|
Delaware
|
RPAI Richardson Eastside, L.L.C.
|
Delaware
|
RPAI Round Rock Forest Commons GP, L.L.C.
|
Delaware
|
RPAI Round Rock Forest Commons Limited Partnership
|
Illinois
|
RPAI Round Rock Forest Commons LP, L.L.C.
|
Delaware
|
RPAI Royal Palm Beach Commons, L.L.C.
|
Delaware
|
RPAI San Antonio GP, L.L.C.
|
Delaware
|
RPAI San Antonio HQ GP, L.L.C.
|
Delaware
|
RPAI San Antonio HQ Limited Partnership
|
Illinois
|
RPAI San Antonio HQ LP, L.L.C.
|
Delaware
|
RPAI San Antonio Huebner Oaks GP, L.L.C.
|
Delaware
|
RPAI San Antonio Huebner Oaks Limited Partnership
|
Illinois
|
RPAI San Antonio Huebner Oaks LP, L.L.C.
|
Delaware
|
RPAI San Antonio Limited Partnership
|
Illinois
|
RPAI San Antonio LP, L.L.C.
|
Delaware
|
RPAI Santa Fe, L.L.C.
|
Delaware
|
RPAI Saratoga Springs Wilton, L.L.C.
|
Delaware
|
RPAI Schaumburg American Lane, L.L.C.
|
Delaware
|
RPAI Seekonk Power Center, L.L.C.
|
Delaware
|
RPAI Severn, L.L.C.
|
Delaware
|
RPAI Southlake Corners Kimball, L.L.C.
|
Delaware
|
RPAI Southlake GP, L.L.C.
|
Delaware
|
RPAI Southlake Limited Partnership
|
Illinois
|
RPAI Southlake LP, L.L.C.
|
Delaware
|
RPAI Southwest Management Corp.
|
Delaware
|
RPAI Southwest Management LLC
|
Delaware
|
RPAI Stony Creek II, L.L.C.
|
Delaware
|
RPAI Sugar Land Colony GP, L.L.C.
|
Delaware
|
RPAI Sugar Land Colony Limited Partnership
|
Illinois
|
RPAI Sugar Land Colony LP, L.L.C.
|
Delaware
|
RPAI Summerville Azalea Square III GP, L.L.C.
|
Delaware
|
RPAI Summerville Azalea Square III Limited Partnership
|
Tennessee
|
RPAI Summerville Azalea Square III LP, L.L.C.
|
Delaware
|
RPAI Tacoma South I, L.L.C.
|
Delaware
|
RPAI Tallahassee Governor’s One, L.L.C.
|
Delaware
|
RPAI Tampa Walters, L.L.C.
|
Delaware
|
RPAI Town and Country Manchester, L.L.C.
|
Delaware
|
RPAI Towson Square, L.L.C.
|
Delaware
|
RPAI Towson Square Parking, L.L.C.
|
Delaware
|
RPAI US Management LLC
|
Delaware
|
RPAI Vienna Tysons, L.L.C.
|
Delaware
|
RPAI Watauga GP, L.L.C.
|
Delaware
|
RPAI Watauga Limited Partnership
|
Illinois
|
Entity
|
Formation
|
RPAI Watauga LP, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III GP, L.L.C.
|
Delaware
|
RPAI West Mifflin Century III, L.P.
|
Illinois
|
RPAI West Mifflin Century III Member II DST
|
Delaware
|
RPAI West Mifflin Century III Partner, L.P.
|
Delaware
|
RPAI Westbury Merchants Plaza, L.L.C.
|
Delaware
|
RPAI Western Management Corp.
|
Delaware
|
RPAI Williston Maple Tree, L.L.C.
|
Delaware
|
RPAI Winter Springs Red Bug, L.L.C.
|
Delaware
|
RPAI Woodinville Plaza, L.L.C.
|
Delaware
|
RPAI Worcester Lincoln Plaza, L.L.C.
|
Delaware
|
RRP Hecht, LLC
|
Maryland
|
SLTS Grand Avenue II, L.P.
|
Texas
|
SLTS Grand Avenue II GP, L.L.C.
|
Delaware
|
South Billings Center, LLC
|
Delaware
|
The Shops At Legacy (RPAI) GP, L.L.C.
|
Delaware
|
The Shops At Legacy (RPAI) L.P.
|
Illinois
|
The Shops At Legacy (RPAI) Mezz, L.L.C.
|
Delaware
|
Town Square Ventures, L.P.
|
Illinois
|
Town Square Ventures II, L.P.
|
Texas
|
Town Square Ventures II GP, L.L.C.
|
Texas
|
Town Square Ventures III, L.P.
|
Texas
|
Town Square Ventures III GP, L.L.C.
|
Delaware
|
Town Square Ventures III LP, L.L.C.
|
Delaware
|
Town Square Ventures IV, L.P.
|
Texas
|
Town Square Ventures IV GP, L.L.C.
|
Delaware
|
Town Square Ventures IV LP, L.L.C.
|
Delaware
|
Town Square Ventures V, L.P.
|
Texas
|
Town Square Ventures V GP, L.L.C.
|
Delaware
|
Town Square Ventures V LP, L.L.C.
|
Delaware
|
Towson Circle LLC
|
Maryland
|
Western Town Square Ventures GP, L.L.C.
|
Delaware
|
Western Town Square Ventures I GP, L.L.C.
|
Delaware
|
Western Town Square Ventures LP, L.L.C.
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
Chief Executive Officer
|
|
|
Date:
|
February 19, 2020
|
1.
|
I have reviewed this Annual Report on Form 10-K of Retail Properties of America, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 19, 2020
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
Steven P. Grimes
|
|
Chief Executive Officer
|
|
|
Date:
|
February 19, 2020
|
|
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
Julie M. Swinehart
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
|
|
Date:
|
February 19, 2020
|