We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Retail Properties of America Inc | NYSE:RPAI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 13.15 | 0 | 01:00:00 |
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
|
42-1579325
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
2021 Spring Road, Suite 200, Oak Brook, Illinois
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
||||
Investment properties:
|
|
|
|
|
||||
Land
|
|
$
|
1,235,929
|
|
|
$
|
1,254,131
|
|
Building and other improvements
|
|
4,333,989
|
|
|
4,428,554
|
|
||
Developments in progress
|
|
5,860
|
|
|
5,157
|
|
||
|
|
5,575,778
|
|
|
5,687,842
|
|
||
Less accumulated depreciation
|
|
(1,460,799
|
)
|
|
(1,433,195
|
)
|
||
Net investment properties
|
|
4,114,979
|
|
|
4,254,647
|
|
||
Cash and cash equivalents
|
|
69,071
|
|
|
51,424
|
|
||
Accounts and notes receivable (net of allowances of $6,277 and $7,910, respectively)
|
|
79,943
|
|
|
82,804
|
|
||
Acquired lease intangible assets, net
|
|
137,310
|
|
|
138,766
|
|
||
Assets associated with investment properties held for sale
|
|
3,581
|
|
|
—
|
|
||
Other assets, net
|
|
108,117
|
|
|
93,610
|
|
||
Total assets
|
|
$
|
4,513,001
|
|
|
$
|
4,621,251
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Mortgages payable, net
|
|
$
|
1,000,089
|
|
|
$
|
1,123,136
|
|
Unsecured notes payable, net
|
|
595,479
|
|
|
495,576
|
|
||
Unsecured term loans, net
|
|
447,302
|
|
|
447,526
|
|
||
Unsecured revolving line of credit
|
|
—
|
|
|
100,000
|
|
||
Accounts payable and accrued expenses
|
|
67,141
|
|
|
69,800
|
|
||
Distributions payable
|
|
39,315
|
|
|
39,297
|
|
||
Acquired lease intangible liabilities, net
|
|
105,211
|
|
|
114,834
|
|
||
Liabilities associated with investment properties held for sale
|
|
36
|
|
|
—
|
|
||
Other liabilities
|
|
76,444
|
|
|
75,745
|
|
||
Total liabilities
|
|
2,331,017
|
|
|
2,465,914
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, 7.00% Series A cumulative
redeemable preferred stock, 5,400 shares issued and outstanding as of September 30, 2016
and December 31, 2015; liquidation preference $135,000
|
|
5
|
|
|
5
|
|
||
Class A common stock, $0.001 par value, 475,000 shares authorized, 237,376 and 237,267
shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
|
237
|
|
|
237
|
|
||
Additional paid-in capital
|
|
4,934,381
|
|
|
4,931,395
|
|
||
Accumulated distributions in excess of earnings
|
|
(2,752,743
|
)
|
|
(2,776,215
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
104
|
|
|
(85
|
)
|
||
Total equity
|
|
2,181,984
|
|
|
2,155,337
|
|
||
Total liabilities and equity
|
|
$
|
4,513,001
|
|
|
$
|
4,621,251
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental income
|
|
$
|
113,627
|
|
|
$
|
116,715
|
|
|
$
|
344,081
|
|
|
$
|
355,525
|
|
Tenant recovery income
|
|
29,130
|
|
|
28,901
|
|
|
89,140
|
|
|
89,617
|
|
||||
Other property income
|
|
1,769
|
|
|
5,339
|
|
|
7,170
|
|
|
9,898
|
|
||||
Total revenues
|
|
144,526
|
|
|
150,955
|
|
|
440,391
|
|
|
455,040
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
20,285
|
|
|
22,741
|
|
|
63,438
|
|
|
71,589
|
|
||||
Real estate taxes
|
|
19,937
|
|
|
20,961
|
|
|
60,966
|
|
|
61,957
|
|
||||
Depreciation and amortization
|
|
56,763
|
|
|
52,871
|
|
|
163,602
|
|
|
163,345
|
|
||||
Provision for impairment of investment properties
|
|
4,742
|
|
|
169
|
|
|
11,048
|
|
|
4,113
|
|
||||
General and administrative expenses
|
|
11,110
|
|
|
10,939
|
|
|
33,289
|
|
|
35,949
|
|
||||
Total expenses
|
|
112,837
|
|
|
107,681
|
|
|
332,343
|
|
|
336,953
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income
|
|
31,689
|
|
|
43,274
|
|
|
108,048
|
|
|
118,087
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
13,653
|
|
|
—
|
|
||||
Gain on extinguishment of other liabilities
|
|
—
|
|
|
—
|
|
|
6,978
|
|
|
—
|
|
||||
Interest expense
|
|
(25,602
|
)
|
|
(40,425
|
)
|
|
(78,343
|
)
|
|
(110,610
|
)
|
||||
Other income, net
|
|
22
|
|
|
479
|
|
|
449
|
|
|
1,398
|
|
||||
Income from continuing operations
|
|
6,109
|
|
|
3,328
|
|
|
50,785
|
|
|
8,875
|
|
||||
Gain on sales of investment properties
|
|
66,385
|
|
|
75,001
|
|
|
97,737
|
|
|
113,214
|
|
||||
Net income
|
|
72,494
|
|
|
78,329
|
|
|
148,522
|
|
|
122,089
|
|
||||
Preferred stock dividends
|
|
(2,362
|
)
|
|
(2,362
|
)
|
|
(7,087
|
)
|
|
(7,087
|
)
|
||||
Net income attributable to common shareholders
|
|
$
|
70,132
|
|
|
$
|
75,967
|
|
|
$
|
141,435
|
|
|
$
|
115,002
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share – basic and diluted
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to common shareholders
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
|
$
|
0.60
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
72,494
|
|
|
$
|
78,329
|
|
|
$
|
148,522
|
|
|
$
|
122,089
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain on derivative instruments (Note 9)
|
|
666
|
|
|
155
|
|
|
189
|
|
|
157
|
|
||||
Comprehensive income attributable to the Company
|
|
$
|
73,160
|
|
|
$
|
78,484
|
|
|
$
|
148,711
|
|
|
$
|
122,246
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – basic
|
|
236,783
|
|
|
236,439
|
|
|
236,692
|
|
|
236,348
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding – diluted
|
|
237,108
|
|
|
236,553
|
|
|
236,983
|
|
|
236,400
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Distributions
in Excess of
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
Balance as of January 1, 2015
|
5,400
|
|
|
$
|
5
|
|
|
236,602
|
|
|
$
|
237
|
|
|
$
|
4,922,864
|
|
|
$
|
(2,734,688
|
)
|
|
$
|
(537
|
)
|
|
$
|
2,187,881
|
|
|
$
|
1,494
|
|
|
$
|
2,189,375
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,089
|
|
|
—
|
|
|
122,089
|
|
|
—
|
|
|
122,089
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|
157
|
|
|
—
|
|
|
157
|
|
||||||||
Distributions declared to preferred shareholders
($1.3125 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,087
|
)
|
|
—
|
|
|
(7,087
|
)
|
|
—
|
|
|
(7,087
|
)
|
||||||||
Distributions declared to common shareholders
($0.496875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,876
|
)
|
|
—
|
|
|
(117,876
|
)
|
|
—
|
|
|
(117,876
|
)
|
||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
8,225
|
|
|
—
|
|
|
—
|
|
|
8,225
|
|
|
—
|
|
|
8,225
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(1,723
|
)
|
|
—
|
|
|
—
|
|
|
(1,723
|
)
|
|
—
|
|
|
(1,723
|
)
|
||||||||
Balance as of September 30, 2015
|
5,400
|
|
|
$
|
5
|
|
|
237,287
|
|
|
$
|
237
|
|
|
$
|
4,929,255
|
|
|
$
|
(2,737,562
|
)
|
|
$
|
(380
|
)
|
|
$
|
2,191,555
|
|
|
$
|
1,494
|
|
|
$
|
2,193,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance as of January 1, 2016
|
5,400
|
|
|
$
|
5
|
|
|
237,267
|
|
|
$
|
237
|
|
|
$
|
4,931,395
|
|
|
$
|
(2,776,215
|
)
|
|
$
|
(85
|
)
|
|
$
|
2,155,337
|
|
|
$
|
—
|
|
|
$
|
2,155,337
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,522
|
|
|
—
|
|
|
148,522
|
|
|
—
|
|
|
148,522
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||||||
Distributions declared to preferred shareholders
($1.3125 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,087
|
)
|
|
—
|
|
|
(7,087
|
)
|
|
—
|
|
|
(7,087
|
)
|
||||||||
Distributions declared to common shareholders
($0.496875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117,946
|
)
|
|
—
|
|
|
(117,946
|
)
|
|
—
|
|
|
(117,946
|
)
|
||||||||
Issuance of common stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
||||||||
Issuance of restricted shares
|
—
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||||
Stock-based compensation expense, net of forfeitures
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
5,296
|
|
|
—
|
|
|
—
|
|
|
5,296
|
|
|
—
|
|
|
5,296
|
|
||||||||
Shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(2,250
|
)
|
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|
—
|
|
|
(2,250
|
)
|
||||||||
Balance as of September 30, 2016
|
5,400
|
|
|
$
|
5
|
|
|
237,376
|
|
|
$
|
237
|
|
|
$
|
4,934,381
|
|
|
$
|
(2,752,743
|
)
|
|
$
|
104
|
|
|
$
|
2,181,984
|
|
|
$
|
—
|
|
|
$
|
2,181,984
|
|
|
Nine Months Ended
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
148,522
|
|
|
$
|
122,089
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
163,602
|
|
|
163,345
|
|
||
Provision for impairment of investment properties
|
11,048
|
|
|
4,113
|
|
||
Gain on sales of investment properties
|
(97,737
|
)
|
|
(113,214
|
)
|
||
Gain on extinguishment of debt
|
(13,653
|
)
|
|
—
|
|
||
Gain on extinguishment of other liabilities
|
(6,978
|
)
|
|
—
|
|
||
Amortization of loan fees and debt premium and discount, net
|
4,372
|
|
|
3,881
|
|
||
Amortization of stock-based compensation
|
5,296
|
|
|
8,225
|
|
||
Premium paid in connection with defeasance of mortgages payable
|
—
|
|
|
16,285
|
|
||
Payment of leasing fees and inducements
|
(7,730
|
)
|
|
(6,151
|
)
|
||
Changes in accounts receivable, net
|
(1,109
|
)
|
|
6,820
|
|
||
Changes in accounts payable and accrued expenses, net
|
803
|
|
|
2,325
|
|
||
Changes in other operating assets and liabilities, net
|
(637
|
)
|
|
2,930
|
|
||
Other, net
|
(791
|
)
|
|
(1,572
|
)
|
||
Net cash provided by operating activities
|
205,008
|
|
|
209,076
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Changes in restricted escrows, net
|
(5,904
|
)
|
|
21,268
|
|
||
Purchase of investment properties
|
(266,377
|
)
|
|
(407,857
|
)
|
||
Capital expenditures and tenant improvements
|
(43,207
|
)
|
|
(35,565
|
)
|
||
Proceeds from sales of investment properties
|
307,355
|
|
|
395,207
|
|
||
Investment in developments in progress
|
(315
|
)
|
|
(1,019
|
)
|
||
Other, net
|
194
|
|
|
(26
|
)
|
||
Net cash used in investing activities
|
(8,254
|
)
|
|
(27,992
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from mortgages payable
|
—
|
|
|
967
|
|
||
Principal payments on mortgages payable
|
(45,244
|
)
|
|
(346,164
|
)
|
||
Proceeds from unsecured notes payable
|
100,000
|
|
|
248,815
|
|
||
Proceeds from unsecured credit facility
|
390,000
|
|
|
550,000
|
|
||
Repayments of unsecured credit facility
|
(490,000
|
)
|
|
(420,000
|
)
|
||
Payment of loan fees and deposits, net
|
(6,386
|
)
|
|
(2,237
|
)
|
||
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable
|
—
|
|
|
(81,547
|
)
|
||
Distributions paid
|
(125,015
|
)
|
|
(124,849
|
)
|
||
Other, net
|
(2,462
|
)
|
|
(1,823
|
)
|
||
Net cash used in financing activities
|
(179,107
|
)
|
|
(176,838
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
17,647
|
|
|
4,246
|
|
||
Cash and cash equivalents, at beginning of period
|
51,424
|
|
|
112,292
|
|
||
Cash and cash equivalents, at end of period
|
$
|
69,071
|
|
|
$
|
116,538
|
|
(continued)
|
|
|
Nine Months Ended
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental cash flow disclosure, including non-cash activities:
|
|
|
|
||||
Cash paid for interest, net of interest capitalized
|
$
|
73,603
|
|
|
$
|
86,054
|
|
Distributions payable
|
$
|
39,315
|
|
|
$
|
39,301
|
|
Accrued capital expenditures and tenant improvements
|
$
|
7,740
|
|
|
$
|
5,875
|
|
Accrued leasing fees and inducements
|
$
|
913
|
|
|
$
|
532
|
|
Amounts reclassified to developments in progress
|
$
|
2,467
|
|
|
$
|
—
|
|
Developments in progress placed in service
|
$
|
—
|
|
|
$
|
2,288
|
|
U.S. Treasury securities transferred in connection with defeasance of mortgages payable
|
$
|
—
|
|
|
$
|
81,547
|
|
Defeasance of mortgages payable
|
$
|
—
|
|
|
$
|
65,262
|
|
|
|
|
|
||||
Purchase of investment properties (after credits at closing):
|
|
|
|
||||
Land, building and other improvements, net
|
$
|
(261,657
|
)
|
|
$
|
(400,484
|
)
|
Accounts receivable, acquired lease intangibles and other assets
|
(25,049
|
)
|
|
(41,450
|
)
|
||
Accounts payable, acquired lease intangibles and other liabilities
|
5,013
|
|
|
34,077
|
|
||
Mortgages payable assumed, net
|
15,316
|
|
|
—
|
|
||
|
$
|
(266,377
|
)
|
|
$
|
(407,857
|
)
|
|
|
|
|
||||
Proceeds from sales of investment properties:
|
|
|
|
||||
Land, building and other improvements, net
|
$
|
282,661
|
|
|
$
|
279,559
|
|
Accounts receivable, acquired lease intangibles and other assets
|
15,306
|
|
|
6,583
|
|
||
Accounts payable, acquired lease intangibles and other liabilities
|
(9,149
|
)
|
|
(4,181
|
)
|
||
Deferred gain
|
1,500
|
|
|
32
|
|
||
Mortgage debt forgiven or assumed
|
(94,353
|
)
|
|
—
|
|
||
Gain on extinguishment of debt
|
13,653
|
|
|
—
|
|
||
Gain on sales of investment properties
|
97,737
|
|
|
113,214
|
|
||
|
$
|
307,355
|
|
|
$
|
395,207
|
|
|
Wholly-owned
|
|
Retail operating properties (a)
|
174
|
|
Office properties
|
1
|
|
Total operating properties
|
175
|
|
|
|
|
Development and redevelopment properties
|
2
|
|
(a)
|
Excludes
one
wholly-owned operating property classified as held for sale as of
September 30, 2016
.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area (MSA) |
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 15, 2016
|
|
Shoppes at Hagerstown (a)
|
|
Hagerstown
|
|
Multi-tenant retail
|
|
113,000
|
|
|
$
|
27,055
|
|
January 15, 2016
|
|
Merrifield Town Center II (a)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
76,000
|
|
|
45,676
|
|
|
March 29, 2016
|
|
Oak Brook Promenade
|
|
Chicago
|
|
Multi-tenant retail
|
|
183,200
|
|
|
65,954
|
|
|
April 1, 2016
|
|
The Shoppes at Union Hill (b)
|
|
New York
|
|
Multi-tenant retail
|
|
91,700
|
|
|
63,060
|
|
|
April 29, 2016
|
|
Ashland & Roosevelt – Fee Interest (c)
|
|
Chicago
|
|
Ground lease interest
|
|
—
|
|
|
13,850
|
|
|
May 5, 2016
|
|
Tacoma South
|
|
Seattle
|
|
Multi-tenant retail
|
|
230,700
|
|
|
39,400
|
|
|
June 15, 2016
|
|
Eastside
|
|
Dallas
|
|
Multi-tenant retail
|
|
67,100
|
|
|
23,842
|
|
|
August 30, 2016
|
|
Woodinville Plaza – Anchor Space
Improvements (d)
|
|
Seattle
|
|
Anchor space improvements (d)
|
|
—
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
761,700
|
|
|
$
|
283,337
|
|
(a)
|
These properties were acquired as a
two
-property portfolio. Merrifield Town Center II also contains
62,000
square feet of storage space for a total of
138,000
square feet.
|
(b)
|
In conjunction with the acquisition, the Company assumed mortgage debt with a principal balance of
$15,971
and an interest rate of
3.75%
that matures in 2031.
|
(c)
|
The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Chicago, Illinois, which was previously subject to a ground lease with a third party. In conjunction with this transaction, the Company reversed the straight-line ground rent liability of
$6,978
, which is reflected as “Gain on extinguishment of other liabilities” in the accompanying condensed consolidated statements of operations and other comprehensive income.
|
(d)
|
The Company acquired the anchor space improvements, which were previously subject to a ground lease with the Company, in an existing wholly-owned multi-tenant retail operating property located in Woodinville, Washington.
|
Date
|
|
Property Name
|
|
MSA
|
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 8, 2015
|
|
Downtown Crown
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
258,000
|
|
|
$
|
162,785
|
|
January 23, 2015
|
|
Merrifield Town Center
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
84,900
|
|
|
56,500
|
|
|
January 23, 2015
|
|
Fort Evans Plaza II
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
228,900
|
|
|
65,000
|
|
|
February 19, 2015
|
|
Cedar Park Town Center
|
|
Austin
|
|
Multi-tenant retail
|
|
179,300
|
|
|
39,057
|
|
|
March 24, 2015
|
|
Lake Worth Towne Crossing – Parcel (a)
|
|
Dallas
|
|
Land
|
|
—
|
|
|
400
|
|
|
May 4, 2015
|
|
Tysons Corner
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
37,700
|
|
|
31,556
|
|
|
June 10, 2015
|
|
Woodinville Plaza
|
|
Seattle
|
|
Multi-tenant retail
|
|
170,800
|
|
|
35,250
|
|
|
July 31, 2015
|
|
Southlake Town Square – Outparcel (b)
|
|
Dallas
|
|
Single-user outparcel
|
|
13,800
|
|
|
8,440
|
|
|
August 27, 2015
|
|
Coal Creek Marketplace
|
|
Seattle
|
|
Multi-tenant retail
|
|
55,900
|
|
|
17,600
|
|
|
|
|
|
|
|
|
|
|
1,029,300
|
|
|
$
|
416,588
|
|
(a)
|
The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property.
|
(b)
|
The Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with the Company prior to the transaction.
|
|
|
Nine Months Ended
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
84,720
|
|
|
$
|
146,107
|
|
Building and other improvements
|
|
176,937
|
|
|
254,377
|
|
||
Acquired lease intangible assets (a)
|
|
25,016
|
|
|
39,986
|
|
||
Acquired lease intangible liabilities (b)
|
|
(3,991
|
)
|
|
(23,882
|
)
|
||
Mortgages payable, net
|
|
(15,316
|
)
|
|
—
|
|
||
Net assets acquired
|
|
$
|
267,366
|
|
|
$
|
416,588
|
|
(a)
|
The weighted average amortization period for acquired lease intangible assets is
6 years
and
15 years
for acquisitions completed during the
nine
months ended
September 30, 2016
and
2015
, respectively.
|
(b)
|
The weighted average amortization period for acquired lease intangible liabilities is
11 years
and
21 years
for acquisitions completed during the
nine
months ended
September 30, 2016
and
2015
, respectively.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
|
$
|
144,526
|
|
|
$
|
156,158
|
|
|
$
|
444,622
|
|
|
$
|
473,387
|
|
Net income
|
|
$
|
72,494
|
|
|
$
|
77,232
|
|
|
$
|
147,421
|
|
|
$
|
118,753
|
|
Net income attributable to common shareholders
|
|
$
|
70,132
|
|
|
$
|
74,870
|
|
|
$
|
140,334
|
|
|
$
|
111,666
|
|
Earnings per common share – basic and diluted
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share attributable to common shareholders
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
|
$
|
0.59
|
|
|
$
|
0.47
|
|
Weighted average number of common shares outstanding – basic
|
|
236,783
|
|
|
236,439
|
|
|
236,692
|
|
|
236,348
|
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
February 1, 2016
|
|
The Gateway (b)
|
|
Multi-tenant retail
|
|
623,200
|
|
|
$
|
75,000
|
|
|
$
|
(795
|
)
|
|
$
|
3,868
|
|
February 10, 2016
|
|
Stateline Station
|
|
Multi-tenant retail
|
|
142,600
|
|
|
17,500
|
|
|
17,210
|
|
|
4,253
|
|
|||
March 30, 2016
|
|
Six Property Portfolio (c)
|
|
Single-user retail
|
|
230,400
|
|
|
35,413
|
|
|
34,986
|
|
|
13,618
|
|
|||
April 20, 2016
|
|
CVS Pharmacy – Oklahoma City
|
|
Single-user retail
|
|
10,900
|
|
|
4,676
|
|
|
4,608
|
|
|
1,764
|
|
|||
June 2, 2016
|
|
Rite Aid Store (Eckerd) – Canandaigua
& Tim Horton Donut Shop (d)
|
|
Single-user retail
|
|
16,600
|
|
|
5,400
|
|
|
5,333
|
|
|
1,444
|
|
|||
June 15, 2016
|
|
Academy Sports – Midland (e)
|
|
Single-user retail
|
|
61,200
|
|
|
5,541
|
|
|
5,399
|
|
|
2,220
|
|
|||
June 23, 2016
|
|
Four Rite Aid Portfolio (f)
|
|
Single-user retail
|
|
45,400
|
|
|
15,934
|
|
|
14,646
|
|
|
2,287
|
|
|||
July 8, 2016
|
|
Broadway Shopping Center
|
|
Multi-tenant retail
|
|
190,300
|
|
|
20,500
|
|
|
20,103
|
|
|
7,958
|
|
|||
July 21, 2016
|
|
Mid-Hudson Center
|
|
Multi-tenant retail
|
|
235,600
|
|
|
27,500
|
|
|
25,615
|
|
|
—
|
|
|||
July 27, 2016
|
|
Rite Aid Store (Eckerd), Main St. –
Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,388
|
|
|
3,296
|
|
|
344
|
|
|||
July 29, 2016
|
|
Rite Aid Store (Eckerd) – Lancaster
|
|
Single-user retail
|
|
10,900
|
|
|
3,425
|
|
|
3,349
|
|
|
625
|
|
|||
August 4, 2016
|
|
Alison’s Corner
|
|
Multi-tenant retail
|
|
55,100
|
|
|
7,850
|
|
|
7,559
|
|
|
3,334
|
|
|||
August 5, 2016
|
|
Rite Aid Store (Eckerd) – Lake Ave.
|
|
Single-user retail
|
|
13,200
|
|
|
5,400
|
|
|
5,334
|
|
|
907
|
|
|||
August 12, 2016
|
|
Maple Tree Place
|
|
Multi-tenant retail
|
|
489,000
|
|
|
90,000
|
|
|
87,047
|
|
|
15,566
|
|
|||
August 12, 2016
|
|
CVS Pharmacy – Burleson
|
|
Single-user retail
|
|
10,900
|
|
|
4,190
|
|
|
4,102
|
|
|
1,425
|
|
|||
August 18, 2016
|
|
Mitchell Ranch Plaza
|
|
Multi-tenant retail
|
|
199,600
|
|
|
55,625
|
|
|
54,305
|
|
|
33,612
|
|
|||
August 22, 2016
|
|
Rite Aid Store (Eckerd), E. Main St. –
Batavia
|
|
Single-user retail
|
|
13,800
|
|
|
5,050
|
|
|
4,924
|
|
|
1,249
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd) – Lockport
|
|
Single-user retail
|
|
13,800
|
|
|
4,690
|
|
|
4,415
|
|
|
753
|
|
|||
September 9, 2016
|
|
Rite Aid Store (Eckerd), Ferry St. –
Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,600
|
|
|
3,370
|
|
|
612
|
|
|||
|
|
|
|
|
|
2,384,300
|
|
|
$
|
390,682
|
|
|
$
|
304,806
|
|
|
$
|
95,839
|
|
(a)
|
Aggregate proceeds are net of transaction costs.
|
(b)
|
The property was disposed of through a lender-directed sale in full satisfaction of the Company’s
$94,353
mortgage obligation. Immediately prior to the disposition, the lender reduced the Company’s loan obligation to
$75,000
which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of
$13,653
.
|
(c)
|
Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean. At the closing of the disposition, proceeds of
$34,973
were temporarily restricted related to potential 1031 Exchanges. During the three months ended
September 30, 2016
, the related 1031 Exchanges closed and the proceeds were released to the Company.
|
(d)
|
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua and Tim Horton Donut Shop were negotiated as a single transaction.
|
(e)
|
At the closing of the disposition, proceeds of
$5,383
were temporarily restricted related to a potential 1031 Exchange. During the three months ended
September 30, 2016
, the related 1031 Exchange closed and the proceeds were released to the Company.
|
(f)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, (iii) Rite Aid Store (Eckerd), Union Rd. and (iv) Rite Aid Store (Eckerd) – Greece.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Gain
|
|||||||
January 20, 2015
|
|
Aon Hewitt East Campus
|
|
Single-user office
|
|
343,000
|
|
|
$
|
17,233
|
|
|
$
|
16,495
|
|
|
$
|
—
|
|
February 27, 2015
|
|
Promenade at Red Cliff
|
|
Multi-tenant retail
|
|
94,500
|
|
|
19,050
|
|
|
18,848
|
|
|
4,572
|
|
|||
April 7, 2015
|
|
Hartford Insurance Building
|
|
Single-user office
|
|
97,400
|
|
|
6,015
|
|
|
5,663
|
|
|
860
|
|
|||
April 30, 2015
|
|
Rasmussen College
|
|
Single-user office
|
|
26,700
|
|
|
4,800
|
|
|
4,449
|
|
|
1,334
|
|
|||
May 15, 2015
|
|
Mountain View Plaza
|
|
Multi-tenant retail
|
|
162,000
|
|
|
28,500
|
|
|
27,949
|
|
|
10,184
|
|
|||
June 4, 2015
|
|
Massillon Commons
|
|
Multi-tenant retail
|
|
245,900
|
|
|
12,520
|
|
|
12,145
|
|
|
—
|
|
|||
June 5, 2015
|
|
Citizen's Property Insurance Building
|
|
Single-user office
|
|
59,800
|
|
|
3,650
|
|
|
3,368
|
|
|
440
|
|
|||
June 17, 2015
|
|
Pine Ridge Plaza
|
|
Multi-tenant retail
|
|
236,500
|
|
|
33,200
|
|
|
31,858
|
|
|
12,938
|
|
|||
June 17, 2015
|
|
Bison Hollow
|
|
Multi-tenant retail
|
|
134,800
|
|
|
18,800
|
|
|
18,657
|
|
|
4,061
|
|
|||
June 17, 2015
|
|
The Village at Quail Springs
|
|
Multi-tenant retail
|
|
100,400
|
|
|
11,350
|
|
|
11,267
|
|
|
3,824
|
|
|||
July 17, 2015
|
|
Greensburg Commons
|
|
Multi-tenant retail
|
|
272,500
|
|
|
18,400
|
|
|
18,283
|
|
|
2,810
|
|
|||
July 28, 2015
|
|
Arvada Connection and
Arvada Marketplace
|
|
Multi-tenant retail
|
|
367,500
|
|
|
54,900
|
|
|
53,159
|
|
|
20,208
|
|
|||
July 30, 2015
|
|
Traveler's Office Building
|
|
Single-user office
|
|
50,800
|
|
|
4,841
|
|
|
4,643
|
|
|
—
|
|
|||
August 6, 2015
|
|
Shaw's Supermarket
|
|
Single-user retail
|
|
65,700
|
|
|
3,000
|
|
|
2,769
|
|
|
—
|
|
|||
August 24, 2015
|
|
Harvest Towne Center
|
|
Multi-tenant retail
|
|
39,700
|
|
|
7,800
|
|
|
7,381
|
|
|
1,217
|
|
|||
August 31, 2015
|
|
Trenton Crossing &
McAllen Shopping Center (b)
|
|
Multi-tenant retail
|
|
265,900
|
|
|
39,295
|
|
|
38,410
|
|
|
13,760
|
|
|||
September 15, 2015
|
|
The Shops at Boardwalk
|
|
Multi-tenant retail
|
|
122,400
|
|
|
27,400
|
|
|
26,634
|
|
|
3,146
|
|
|||
September 29, 2015
|
|
Best on the Boulevard
|
|
Multi-tenant retail
|
|
204,400
|
|
|
42,500
|
|
|
41,542
|
|
|
15,932
|
|
|||
September 29, 2015
|
|
Montecito Crossing
|
|
Multi-tenant retail
|
|
179,700
|
|
|
52,200
|
|
|
51,415
|
|
|
17,928
|
|
|||
|
|
|
|
|
|
3,069,600
|
|
|
$
|
405,454
|
|
|
$
|
394,935
|
|
|
$
|
113,214
|
|
(a)
|
Aggregate proceeds are net of transaction costs and exclude
$272
of condemnation proceeds, which did not result in any additional gain recognition.
|
(b)
|
The terms of the disposition of Trenton Crossing and McAllen Shopping Center were negotiated as a single transaction.
|
|
September 30,
2016 |
||
Assets
|
|
||
Land, building and other improvements
|
$
|
5,524
|
|
Accumulated depreciation
|
(2,042
|
)
|
|
Net investment properties
|
3,482
|
|
|
Other assets
|
99
|
|
|
Assets associated with investment properties held for sale
|
$
|
3,581
|
|
|
|
||
Liabilities
|
|
||
Other liabilities
|
$
|
36
|
|
Liabilities associated with investment properties held for sale
|
$
|
36
|
|
|
Unvested
Restricted
Shares
|
|
Weighted Average
Grant Date
Fair Value per
Restricted Share
|
|||
Balance as of January 1, 2016
|
788
|
|
|
$
|
15.52
|
|
Shares granted (a)
|
269
|
|
|
$
|
14.74
|
|
Shares vested
|
(460
|
)
|
|
$
|
15.48
|
|
Shares forfeited (b)
|
(10
|
)
|
|
$
|
14.70
|
|
Balance as of September 30, 2016 (c)
|
587
|
|
|
$
|
15.21
|
|
(a)
|
Shares granted vest over periods ranging from
0.4 years
to
3.9 years
in accordance with the terms of applicable award agreements.
|
(b)
|
Effective January 1, 2016, the Company made an accounting policy election to account for forfeitures when they occur.
|
(c)
|
As of
September 30, 2016
, total unrecognized compensation expense related to unvested restricted shares was
$4,120
, which is expected to be amortized over a weighted average term of
1.4 years
.
|
|
Unvested
RSUs
|
|
Weighted Average
Grant Date
Fair Value
per RSU
|
|||
RSUs eligible for future conversion as of January 1, 2016
|
174
|
|
|
$
|
14.20
|
|
RSUs granted
|
246
|
|
|
$
|
13.85
|
|
RSUs ineligible for conversion
|
(29
|
)
|
|
$
|
13.56
|
|
RSUs eligible for future conversion as of September 30, 2016 (a)
|
391
|
|
|
$
|
14.02
|
|
(a)
|
As of
September 30, 2016
, total unrecognized compensation expense related to unvested RSUs was
$3,861
, which is expected to be amortized over a weighted average term of
2.7 years
.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||
|
Aggregate
Principal
Balance
|
|
Weighted
Average
Interest Rate
|
|
Weighted
Average Years
to Maturity
|
|
Aggregate
Principal
Balance
|
|
Weighted
Average
Interest Rate
|
|
Weighted
Average Years
to Maturity
|
||||||
Fixed rate mortgages payable (a)
|
$
|
1,004,879
|
|
|
6.06
|
%
|
|
3.7
|
|
$
|
1,128,505
|
|
(b)
|
6.08
|
%
|
|
3.9
|
Premium, net of accumulated amortization
|
1,544
|
|
|
|
|
|
|
1,865
|
|
|
|
|
|
||||
Discount, net of accumulated amortization
|
(633
|
)
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
||||
Capitalized loan fees, net of accumulated
amortization
|
(5,701
|
)
|
|
|
|
|
|
(7,233
|
)
|
|
|
|
|
||||
Mortgages payable, net
|
$
|
1,000,089
|
|
|
|
|
|
|
$
|
1,123,136
|
|
|
|
|
|
(a)
|
The fixed rate mortgages had interest rates ranging from
3.50%
to
8.00%
and
3.35%
to
8.00%
as of
September 30, 2016
and
December 31, 2015
, respectively.
|
(b)
|
Includes
$7,910
of variable rate mortgage debt that was swapped to a fixed rate as of
December 31, 2015
.
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgages payable (a)
|
$
|
2,865
|
|
|
$
|
227,451
|
|
|
$
|
11,647
|
|
|
$
|
444,324
|
|
|
$
|
4,334
|
|
|
$
|
314,258
|
|
|
$
|
1,004,879
|
|
Unsecured credit facility – fixed rate term loan (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600,000
|
|
|
600,000
|
|
|||||||
Total fixed rate debt
|
2,865
|
|
|
227,451
|
|
|
11,647
|
|
|
444,324
|
|
|
4,334
|
|
|
1,164,258
|
|
|
1,854,879
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unsecured credit facility – variable rate term loan
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||||
Total variable rate debt
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||||
Total debt (d)
|
$
|
2,865
|
|
|
$
|
227,451
|
|
|
$
|
211,647
|
|
|
$
|
444,324
|
|
|
$
|
4,334
|
|
|
$
|
1,164,258
|
|
|
$
|
2,054,879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate debt
|
7.18
|
%
|
|
5.08
|
%
|
|
6.52
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
3.85
|
%
|
|
4.90
|
%
|
|||||||
Variable rate debt (e)
|
—
|
|
|
—
|
|
|
1.97
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.97
|
%
|
|||||||
Total
|
7.18
|
%
|
|
5.08
|
%
|
|
2.22
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
3.85
|
%
|
|
4.61
|
%
|
(a)
|
Excludes mortgage premium of
$1,544
and discount of
$(633)
, net of accumulated amortization, as of
September 30, 2016
.
|
(b)
|
$250,000
of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through
two
interest rate swaps. The swaps effectively convert
one-month floating rate LIBOR
to a weighted average fixed rate of
0.6677%
through December 31, 2017.
|
(c)
|
Excludes discount of
$(1,001)
, net of accumulated amortization, as of
September 30, 2016
and
$100,000
of 12-year
4.24%
senior unsecured notes which the Company expects to issue on December 28, 2016 pursuant to a note purchase agreement it entered into with certain institutional investors on September 30, 2016.
|
(d)
|
Total debt excludes capitalized loan fees of
$(11,919)
, net of accumulated amortization, as of
September 30, 2016
which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was
4.8 years
as of
September 30, 2016
.
|
(e)
|
Represents interest rates as of
September 30, 2016
.
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||
Unsecured Notes Payable
|
|
Maturity Date
|
|
Principal Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
|
Principal Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
||||||
Senior notes – 4.12% due 2021
|
|
June 30, 2021
|
|
$
|
100,000
|
|
|
4.12
|
%
|
|
$
|
100,000
|
|
|
4.12
|
%
|
Senior notes – 4.58% due 2024
|
|
June 30, 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
150,000
|
|
|
4.58
|
%
|
||
Senior notes – 4.00% due 2025
|
|
March 15, 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
250,000
|
|
|
4.00
|
%
|
||
Senior notes – 4.08% due 2026 (a)
|
|
September 30, 2026
|
|
100,000
|
|
(a)
|
4.08
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
600,000
|
|
|
4.18
|
%
|
|
500,000
|
|
|
4.20
|
%
|
||
Discount, net of accumulated amortization
|
|
|
|
(1,001
|
)
|
|
|
|
(1,090
|
)
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
|
(3,520
|
)
|
|
|
|
(3,334
|
)
|
|
|
|||||
|
|
Total
|
|
$
|
595,479
|
|
|
|
|
$
|
495,576
|
|
|
|
(a)
|
On September 30, 2016, the Company issued
$100,000
of 10-year
4.08%
senior unsecured notes (Notes Due 2026) in a private placement transaction pursuant to a note purchase agreement it entered into with certain institutional investors on September 30, 2016. The proceeds were used to pay down the Company’s unsecured revolving line of credit and for general corporate purposes. Pursuant to the same note purchase agreement, the Company also expects to issue
$100,000
of 12-year
4.24%
senior unsecured notes on December 28, 2016.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||
Unsecured Credit Facility
|
|
Balance
|
|
Interest Rate/
Weighted Average
Interest Rate
|
|
Balance
|
|
Interest Rate/
Weighted Average Interest Rate |
||||||
$250,000 unsecured term loan – fixed rate (a)
|
|
$
|
250,000
|
|
|
1.97
|
%
|
|
$
|
—
|
|
|
—
|
%
|
$200,000 unsecured term loan – variable rate
|
|
200,000
|
|
|
1.97
|
%
|
|
—
|
|
|
—
|
%
|
||
$450,000 unsecured term loan – fixed rate portion (b)
|
|
—
|
|
|
—
|
%
|
|
300,000
|
|
|
1.99
|
%
|
||
$450,000 unsecured term loan – variable rate portion
|
|
—
|
|
|
—
|
%
|
|
150,000
|
|
|
1.88
|
%
|
||
Subtotal
|
|
450,000
|
|
|
|
|
450,000
|
|
|
|
||||
Capitalized loan fees, net of accumulated amortization
|
|
(2,698
|
)
|
|
|
|
(2,474
|
)
|
|
|
||||
Term loans, net
|
|
447,302
|
|
|
|
|
447,526
|
|
|
|
||||
Revolving line of credit – variable rate (c)
|
|
—
|
|
|
1.87
|
%
|
|
100,000
|
|
|
1.93
|
%
|
||
Total unsecured credit facility, net
|
|
$
|
447,302
|
|
|
1.97
|
%
|
|
$
|
547,526
|
|
|
1.95
|
%
|
(a)
|
As of
September 30, 2016
,
$250,000
of LIBOR-based variable rate debt has been swapped to a weighted average fixed rate of
0.6677%
plus a credit spread based on a leverage grid ranging from
1.30%
to
2.20%
through December 31, 2017. The applicable credit spread was
1.30%
as of
September 30, 2016
.
|
(b)
|
As of December 31, 2015,
$300,000
of LIBOR-based variable rate debt had been swapped to a fixed rate of
0.53875%
plus a credit spread based on a leverage grid ranging from
1.45%
to
2.00%
through February 2016. The applicable credit spread was
1.45%
as of December 31, 2015.
|
(c)
|
Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
|
Effective Date
|
|
Notional
|
|
Fixed
Interest Rate
|
|
Termination Date
|
|||
March 1, 2016
|
|
$
|
100,000
|
|
|
0.6591
|
%
|
|
December 31, 2017
|
May 16, 2016
|
|
$
|
150,000
|
|
|
0.6735
|
%
|
|
December 31, 2017
|
|
|
Number of Instruments
|
|
Notional
|
||||||||||
Interest Rate Derivatives
|
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||
Interest rate swaps
|
|
2
|
|
|
2
|
|
|
$
|
250,000
|
|
|
$
|
307,910
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets, net
|
|
$
|
138
|
|
|
N/A
|
|
$
|
—
|
|
Interest rate swaps
|
|
N/A
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
85
|
|
Derivatives in
Cash Flow
Hedging
Relationships
|
|
Amount of (Gain) Loss
Recognized in Other
Comprehensive Income
on Derivative
(Effective Portion)
|
|
Location of Loss
Reclassified from
Accumulated Other
Comprehensive Income (AOCI)
into Income
(Effective Portion)
|
|
Amount of Loss
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Location of Gain
Recognized in
Income on Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
|
|
Amount of Gain
Recognized in Income
on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
||||||||||||||||||
Interest rate swaps
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended September 30, |
|
|
|
Three Months
Ended September 30, |
|
Nine Months
Ended September 30, |
|
|
|
Three Months
Ended September 30, |
|
Nine Months
Ended September 30, |
||||||||||||
2016
|
|
$
|
(534
|
)
|
|
$
|
153
|
|
|
Interest expense
|
|
$
|
132
|
|
|
$
|
342
|
|
|
Other income, net
|
|
$
|
(38
|
)
|
|
$
|
(35
|
)
|
2015
|
|
$
|
109
|
|
|
$
|
691
|
|
|
Interest expense
|
|
$
|
264
|
|
|
$
|
848
|
|
|
Other income, net
|
|
$
|
(4
|
)
|
|
$
|
(25
|
)
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
6,109
|
|
|
$
|
3,328
|
|
|
$
|
50,785
|
|
|
$
|
8,875
|
|
|
Gain on sales of investment properties
|
66,385
|
|
|
75,001
|
|
|
97,737
|
|
|
113,214
|
|
|
||||
Preferred stock dividends
|
(2,362
|
)
|
|
(2,362
|
)
|
|
(7,087
|
)
|
|
(7,087
|
)
|
|
||||
Net income attributable to common shareholders
|
70,132
|
|
|
75,967
|
|
|
141,435
|
|
|
115,002
|
|
|
||||
Distributions paid on unvested restricted shares
|
(108
|
)
|
|
(130
|
)
|
|
(348
|
)
|
|
(340
|
)
|
|
||||
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares
|
$
|
70,024
|
|
|
$
|
75,837
|
|
|
$
|
141,087
|
|
|
$
|
114,662
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for earnings per common share – basic:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding
|
236,783
|
|
(a)
|
236,439
|
|
(b)
|
236,692
|
|
(a)
|
236,348
|
|
(b)
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
2
|
|
(c)
|
2
|
|
(c)
|
2
|
|
(c)
|
2
|
|
(c)
|
||||
RSUs
|
323
|
|
(d)
|
112
|
|
(e)
|
289
|
|
(d)
|
50
|
|
(e)
|
||||
Denominator for earnings per common share – diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common and common equivalent
shares outstanding
|
237,108
|
|
|
236,553
|
|
|
236,983
|
|
|
236,400
|
|
|
(a)
|
Excludes
587
shares of unvested restricted common stock as of
September 30, 2016
, which equate to
596
and
657
shares, respectively, on a weighted average basis for the three and
nine
months ended
September 30, 2016
. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
|
(b)
|
Excludes
848
shares of unvested restricted common stock as of
September 30, 2015
, which equate to
818
and
760
shares, respectively, on a weighted average basis for the three and
nine
months ended
September 30, 2015
. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
|
(c)
|
There were outstanding options to purchase
41
and
53
shares of common stock as of
September 30, 2016
and
2015
, respectively, at a weighted average exercise price of
$19.33
and
$19.39
, respectively. Of these totals, outstanding options to purchase
35
and
45
shares of common stock as of
September 30, 2016
and
2015
, respectively, at a weighted average exercise price of
$20.63
and
$20.74
, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive.
|
(d)
|
There were
391
RSUs eligible for future conversion following the performance periods as of
September 30, 2016
(see Note 5 to the condensed consolidated financial statements), which equate to
391
and
360
RSUs on a weighted average basis for the three and
nine
months ended
September 30, 2016
, respectively. These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming the end of the reporting period was the end of the contingency periods.
|
(e)
|
There were
180
RSUs eligible for future conversion following the performance period as of
September 30, 2015
, which equate to
168
and
76
RSUs on a weighted average basis for the three and
nine
months ended
September 30, 2015
, respectively. These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would have been outstanding during the period, if any, assuming
September 30, 2015
was the end of the contingency period.
|
|
|
September 30, 2016
|
|
September 30, 2015
|
|
||
Number of properties for which indicators of impairment were identified
|
|
5
|
|
|
3
|
|
(a)
|
Less: number of properties for which an impairment charge was recorded
|
|
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
|
|
3
|
|
|
3
|
|
|
|
|
|
|
|
|
||
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties
|
|
14
|
%
|
|
39
|
%
|
|
(a)
|
Includes
two
properties which have subsequently been sold as of
September 30, 2016
.
|
(a)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract, which was subsequently terminated. The property was not under active development as of
September 30, 2016
.
|
(b)
|
The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of June 30, 2016 and was sold on July 21, 2016.
|
(c)
|
The Company recorded an impairment charge driven by a change in the estimated holding period for the property.
|
(a)
|
The Company recorded impairment charges based upon the terms and conditions of an executed sales contract for the respective properties, which were sold during 2015.
|
(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, 2015 and was sold on July 30, 2015.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
138
|
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
1,000,089
|
|
|
$
|
1,094,472
|
|
|
$
|
1,123,136
|
|
|
$
|
1,213,620
|
|
Unsecured notes payable, net
|
$
|
595,479
|
|
|
$
|
617,473
|
|
|
$
|
495,576
|
|
|
$
|
486,701
|
|
Unsecured term loans, net
|
$
|
447,302
|
|
|
$
|
450,000
|
|
|
$
|
447,526
|
|
|
$
|
450,000
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
85
|
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Derivative asset
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
138
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Derivative liability
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
Fair Value
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Provision for
Impairment (a)
|
||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment properties
|
$
|
—
|
|
|
$
|
3,000
|
|
(b)
|
$
|
6,600
|
|
(c)
|
$
|
9,600
|
|
|
$
|
6,906
|
|
(a)
|
Excludes impairment charges recorded on investment properties sold prior to September 30, 2016.
|
(b)
|
Represents the fair value of the Company’s South Billings Center development property, which was not under active development during the
nine
months ended
September 30, 2016
. The estimated fair value of South Billings Center was based upon the expected sales price from the executed sales contract, which was subsequently terminated, and determined to be a Level 2 input.
|
(c)
|
Represents the fair value of the Company’s Saucon Valley Square investment property. The estimated fair value of Saucon Valley Square 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. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following are the key Level 3 inputs used in estimating the fair value of Saucon Valley Square as of
September 30, 2016
, the date the asset was measured at fair value:
|
|
|
Saucon Valley Square
|
Rental growth rates
|
|
Varies (i)
|
Operating expense growth rate
|
|
3.10%
|
Discount rate
|
|
9.35%
|
Terminal capitalization rate
|
|
8.35%
|
(i)
|
Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors.
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,094,472
|
|
|
$
|
1,094,472
|
|
Unsecured notes payable, net
|
$
|
249,908
|
|
|
$
|
—
|
|
|
$
|
367,565
|
|
|
$
|
617,473
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgages payable, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,213,620
|
|
|
$
|
1,213,620
|
|
Unsecured notes payable, net
|
$
|
239,482
|
|
|
$
|
—
|
|
|
$
|
247,219
|
|
|
$
|
486,701
|
|
Unsecured term loans, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Unsecured revolving line of credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
•
|
economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
|
•
|
economic and other developments in the state of Texas and in other markets where we have a high concentration of properties;
|
•
|
our business strategy;
|
•
|
our projected operating results;
|
•
|
rental rates and/or vacancy rates;
|
•
|
frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;
|
•
|
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
|
•
|
interest rates or operating costs;
|
•
|
real estate and zoning laws and changes in real property tax rates;
|
•
|
real estate valuations;
|
•
|
our leverage;
|
•
|
our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
|
•
|
our ability to obtain necessary outside financing;
|
•
|
the availability, terms and deployment of capital;
|
•
|
general volatility of the capital and credit markets and the market price of our Class A common stock;
|
•
|
risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
|
•
|
risks generally associated with redevelopment, including the impact of construction delays and cost overruns, our ability to lease redeveloped space and our ability to identify and pursue redevelopment opportunities;
|
•
|
composition of members of our senior management team;
|
•
|
our ability to attract and retain qualified personnel;
|
•
|
our ability to continue to qualify as a real estate investment trust (REIT);
|
•
|
governmental regulations, tax laws and rates and similar matters;
|
•
|
our compliance with laws, rules and regulations;
|
•
|
environmental uncertainties and exposure to natural disasters;
|
•
|
insurance coverage; and
|
•
|
the likelihood or actual occurrence of terrorist attacks in the U.S.
|
Property Type
|
|
Number of
Properties
|
|
GLA
(in thousands)
|
|
Occupancy
|
|
Percent Leased
Including Leases
Signed (a)
|
||||
Operating portfolio:
|
|
|
|
|
|
|
|
|
||||
Multi-tenant retail
|
|
|
|
|
|
|
|
|
||||
Power centers
|
|
52
|
|
|
11,872
|
|
|
94.5
|
%
|
|
96.5
|
%
|
Neighborhood and community centers
|
|
83
|
|
|
10,251
|
|
|
91.5
|
%
|
|
94.0
|
%
|
Lifestyle centers and mixed-use properties
|
|
14
|
|
|
3,645
|
|
|
88.1
|
%
|
|
88.7
|
%
|
Total multi-tenant retail
|
|
149
|
|
|
25,768
|
|
|
92.4
|
%
|
|
94.4
|
%
|
Single-user retail
|
|
25
|
|
|
747
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total retail operating portfolio
|
|
174
|
|
|
26,515
|
|
|
92.6
|
%
|
|
94.5
|
%
|
Office
|
|
1
|
|
|
895
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Total operating portfolio (b)
|
|
175
|
|
|
27,410
|
|
|
92.9
|
%
|
|
94.7
|
%
|
(a)
|
Includes leases signed but not commenced.
|
(b)
|
Excludes one single-user retail operating property classified as held for sale as of
September 30, 2016
.
|
Date
|
|
Property Name
|
|
Metropolitan
Statistical Area (MSA) |
|
Property Type
|
|
Square
Footage
|
|
Acquisition
Price
|
|||
January 15, 2016
|
|
Shoppes at Hagerstown (a)
|
|
Hagerstown
|
|
Multi-tenant retail
|
|
113,000
|
|
|
$
|
27,055
|
|
January 15, 2016
|
|
Merrifield Town Center II (a)
|
|
Washington, D.C.
|
|
Multi-tenant retail
|
|
76,000
|
|
|
45,676
|
|
|
March 29, 2016
|
|
Oak Brook Promenade
|
|
Chicago
|
|
Multi-tenant retail
|
|
183,200
|
|
|
65,954
|
|
|
April 1, 2016
|
|
The Shoppes at Union Hill (b)
|
|
New York
|
|
Multi-tenant retail
|
|
91,700
|
|
|
63,060
|
|
|
April 29, 2016
|
|
Ashland & Roosevelt – Fee Interest (c)
|
|
Chicago
|
|
Ground lease interest
|
|
—
|
|
|
13,850
|
|
|
May 5, 2016
|
|
Tacoma South
|
|
Seattle
|
|
Multi-tenant retail
|
|
230,700
|
|
|
39,400
|
|
|
June 15, 2016
|
|
Eastside
|
|
Dallas
|
|
Multi-tenant retail
|
|
67,100
|
|
|
23,842
|
|
|
August 30, 2016
|
|
Woodinville Plaza – Anchor Space
Improvements (d)
|
|
Seattle
|
|
Anchor space improvements (d)
|
|
—
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
761,700
|
|
|
$
|
283,337
|
|
(a)
|
These properties were acquired as a two-property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet.
|
(b)
|
In conjunction with the acquisition, we assumed mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031.
|
(c)
|
We acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Chicago, Illinois, which was previously subject to a ground lease with a third party. In conjunction with this transaction, we reversed the straight-line ground rent liability of $6,978, which is reflected as “Gain on extinguishment of other liabilities” in the accompanying condensed consolidated statements of operations and other comprehensive income.
|
(d)
|
We acquired the anchor space improvements, which were previously subject to a ground lease with us, in an existing wholly-owned multi-tenant retail operating property located in Woodinville, Washington.
|
Date
|
|
Property Name
|
|
Property Type
|
|
Square
Footage
|
|
Consideration
|
|||
February 1, 2016
|
|
The Gateway (a)
|
|
Multi-tenant retail
|
|
623,200
|
|
|
$
|
75,000
|
|
February 10, 2016
|
|
Stateline Station
|
|
Multi-tenant retail
|
|
142,600
|
|
|
17,500
|
|
|
March 30, 2016
|
|
Six Property Portfolio (b)
|
|
Single-user retail
|
|
230,400
|
|
|
35,413
|
|
|
April 20, 2016
|
|
CVS Pharmacy – Oklahoma City
|
|
Single-user retail
|
|
10,900
|
|
|
4,676
|
|
|
June 2, 2016
|
|
Rite Aid Store (Eckerd) – Canandaigua
& Tim Horton Donut Shop (c)
|
|
Single-user retail
|
|
16,600
|
|
|
5,400
|
|
|
June 15, 2016
|
|
Academy Sports – Midland (d)
|
|
Single-user retail
|
|
61,200
|
|
|
5,541
|
|
|
June 23, 2016
|
|
Four Rite Aid Portfolio (e)
|
|
Single-user retail
|
|
45,400
|
|
|
15,934
|
|
|
July 8, 2016
|
|
Broadway Shopping Center
|
|
Multi-tenant retail
|
|
190,300
|
|
|
20,500
|
|
|
July 21, 2016
|
|
Mid-Hudson Center
|
|
Multi-tenant retail
|
|
235,600
|
|
|
27,500
|
|
|
July 27, 2016
|
|
Rite Aid Store (Eckerd), Main St. – Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,388
|
|
|
July 29, 2016
|
|
Rite Aid Store (Eckerd) – Lancaster
|
|
Single-user retail
|
|
10,900
|
|
|
3,425
|
|
|
August 4, 2016
|
|
Alison’s Corner
|
|
Multi-tenant retail
|
|
55,100
|
|
|
7,850
|
|
|
August 5, 2016
|
|
Rite Aid Store (Eckerd) – Lake Ave.
|
|
Single-user retail
|
|
13,200
|
|
|
5,400
|
|
|
August 12, 2016
|
|
Maple Tree Place
|
|
Multi-tenant retail
|
|
489,000
|
|
|
90,000
|
|
|
August 12, 2016
|
|
CVS Pharmacy – Burleson
|
|
Single-user retail
|
|
10,900
|
|
|
4,190
|
|
|
August 18, 2016
|
|
Mitchell Ranch Plaza
|
|
Multi-tenant retail
|
|
199,600
|
|
|
55,625
|
|
|
August 22, 2016
|
|
Rite Aid Store (Eckerd), E. Main St. – Batavia
|
|
Single-user retail
|
|
13,800
|
|
|
5,050
|
|
|
September 9, 2016
|
|
Rite Aid Store (Eckerd) – Lockport
|
|
Single-user retail
|
|
13,800
|
|
|
4,690
|
|
|
September 9, 2016
|
|
Rite Aid Store (Eckerd), Ferry St. – Buffalo
|
|
Single-user retail
|
|
10,900
|
|
|
3,600
|
|
|
|
|
|
|
|
|
2,384,300
|
|
|
$
|
390,682
|
|
(a)
|
The property was disposed of through a lender-directed sale in full satisfaction of our $94,353 mortgage obligation. Immediately prior to the disposition, the lender reduced our loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
|
(b)
|
Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean. At the closing of the disposition, proceeds of $34,973 were temporarily restricted related to potential 1031 Exchanges. During the three months ended
September 30, 2016
, the related 1031 Exchanges closed and the proceeds were released to us.
|
(c)
|
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua and Tim Horton Donut Shop were negotiated as a single transaction.
|
(d)
|
At the closing of the disposition, proceeds of $5,383 were temporarily restricted related to a potential 1031 Exchange. During the three months ended
September 30, 2016
, the related 1031 Exchange closed and the proceeds were released to us.
|
(e)
|
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, (ii) Rite Aid Store (Eckerd) – W. Main St., Batavia, (iii) Rite Aid Store (Eckerd) – Union Rd., West Seneca and (iv) Rite Aid Store (Eckerd) – Greece.
|
Property Type/Market
|
|
Number of
Properties
|
|
ABR (a)
|
|
% of Total
Multi-Tenant
Retail ABR (a)
|
|
ABR per
Occupied
Sq. Ft.
|
|
GLA
(in thousands) (a)
|
|
% of Total
Multi-Tenant
Retail GLA (a)
|
|
Occupancy
|
|
% Leased
Including
Signed
|
||||||||||
Multi-Tenant Retail:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Target Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dallas, Texas
|
|
20
|
|
|
$
|
81,261
|
|
|
20.3
|
%
|
|
$
|
21.55
|
|
|
4,094
|
|
|
15.9
|
%
|
|
92.1
|
%
|
|
93.5
|
%
|
Washington, D.C. /
Baltimore, Maryland
|
|
13
|
|
|
43,404
|
|
|
10.8
|
%
|
|
21.04
|
|
|
2,388
|
|
|
9.3
|
%
|
|
86.4
|
%
|
|
86.7
|
%
|
||
New York, New York
|
|
8
|
|
|
33,864
|
|
|
8.4
|
%
|
|
27.74
|
|
|
1,260
|
|
|
4.9
|
%
|
|
96.9
|
%
|
|
98.0
|
%
|
||
Chicago, Illinois
|
|
6
|
|
|
19,988
|
|
|
5.0
|
%
|
|
19.87
|
|
|
1,076
|
|
|
4.2
|
%
|
|
93.5
|
%
|
|
94.5
|
%
|
||
Seattle, Washington
|
|
8
|
|
|
19,352
|
|
|
4.8
|
%
|
|
14.23
|
|
|
1,473
|
|
|
5.7
|
%
|
|
92.3
|
%
|
|
94.5
|
%
|
||
Atlanta, Georgia
|
|
9
|
|
|
18,988
|
|
|
4.7
|
%
|
|
12.86
|
|
|
1,513
|
|
|
5.9
|
%
|
|
97.6
|
%
|
|
98.2
|
%
|
||
Houston, Texas
|
|
9
|
|
|
15,231
|
|
|
3.8
|
%
|
|
14.01
|
|
|
1,141
|
|
|
4.4
|
%
|
|
95.3
|
%
|
|
95.9
|
%
|
||
San Antonio, Texas
|
|
3
|
|
|
11,770
|
|
|
2.9
|
%
|
|
16.54
|
|
|
724
|
|
|
2.8
|
%
|
|
98.3
|
%
|
|
98.6
|
%
|
||
Phoenix, Arizona
|
|
3
|
|
|
10,000
|
|
|
2.5
|
%
|
|
17.14
|
|
|
632
|
|
|
2.4
|
%
|
|
92.3
|
%
|
|
92.5
|
%
|
||
Austin, Texas
|
|
4
|
|
|
5,227
|
|
|
1.4
|
%
|
|
15.96
|
|
|
350
|
|
|
1.4
|
%
|
|
93.6
|
%
|
|
93.6
|
%
|
||
Subtotal
|
|
83
|
|
|
259,085
|
|
|
64.6
|
%
|
|
19.04
|
|
|
14,651
|
|
|
56.9
|
%
|
|
92.9
|
%
|
|
93.8
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Top 50 MSAs
|
|
29
|
|
|
57,811
|
|
|
14.4
|
%
|
|
15.41
|
|
|
4,326
|
|
|
16.7
|
%
|
|
86.7
|
%
|
|
94.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subtotal Target Markets
and Top 50 MSAs
|
|
112
|
|
|
316,896
|
|
|
79.0
|
%
|
|
18.25
|
|
|
18,977
|
|
|
73.6
|
%
|
|
91.5
|
%
|
|
93.9
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Target – Other
|
|
37
|
|
|
84,020
|
|
|
21.0
|
%
|
|
13.01
|
|
|
6,791
|
|
|
26.4
|
%
|
|
95.1
|
%
|
|
95.7
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Multi-Tenant Retail
|
|
149
|
|
|
400,916
|
|
|
100.0
|
%
|
|
16.84
|
|
|
25,768
|
|
|
100.0
|
%
|
|
92.4
|
%
|
|
94.4
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single-User Retail
|
|
25
|
|
|
17,251
|
|
|
|
|
23.09
|
|
|
747
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Retail
|
|
174
|
|
|
418,167
|
|
|
|
|
17.03
|
|
|
26,515
|
|
|
|
|
92.6
|
%
|
|
94.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Office
|
|
1
|
|
|
10,476
|
|
|
|
|
11.71
|
|
|
895
|
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Portfolio (b)
|
|
175
|
|
|
$
|
428,643
|
|
|
|
|
$
|
16.83
|
|
|
27,410
|
|
|
|
|
92.9
|
%
|
|
94.7
|
%
|
(a)
|
Excludes $8,257 of multi-tenant retail ABR and 740 square feet of multi-tenant retail GLA attributable to our active redevelopment, which is located in the Washington, D.C./Baltimore MSA. Including these amounts, 65.3% of our multi-tenant retail ABR and 58.1% of our multi-tenant retail GLA is located in Target Markets.
|
(b)
|
Excludes one single-user retail operating property classified as held for sale as of
September 30, 2016
.
|
|
|
Number of
Leases
Signed
|
|
GLA Signed
(in thousands)
|
|
New
Contractual
Rent per Square
Foot (PSF) (a)
|
|
Prior
Contractual
Rent PSF (a)
|
|
% Change
over Prior
ABR (a) (b)
|
|
Weighted
Average
Lease Term
|
|
Tenant
Allowances
PSF
|
||||||||||
Comparable Renewal Leases
|
|
283
|
|
|
1,964
|
|
|
$
|
18.92
|
|
|
$
|
17.65
|
|
|
7.2
|
%
|
|
4.72
|
|
|
$
|
1.41
|
|
Comparable New Leases
|
|
44
|
|
|
278
|
|
|
$
|
17.84
|
|
|
$
|
16.07
|
|
|
11.0
|
%
|
|
9.59
|
|
|
$
|
28.22
|
|
Non-Comparable New and
Renewal Leases (c)
|
|
77
|
|
|
588
|
|
|
$
|
12.63
|
|
|
N/A
|
|
|
N/A
|
|
|
7.47
|
|
|
$
|
16.38
|
|
|
Total
|
|
404
|
|
|
2,830
|
|
|
$
|
18.78
|
|
|
$
|
17.46
|
|
|
7.6
|
%
|
|
5.62
|
|
|
$
|
7.16
|
|
(a)
|
Total excludes the impact of Non-Comparable New and Renewal Leases.
|
(b)
|
Excluding the impact from eight Rite Aid leases executed in the first quarter that were extended to effectuate the planned 2016 disposition of these single-user assets, all of which were sold during the second and third quarters, combined comparable re-leasing spreads were
|
(c)
|
Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and the current lease do not have a consistent lease structure.
|
•
|
issued $100,000 of 10-year 4.08% senior unsecured notes in a private placement transaction pursuant to a note purchase agreement we entered into with certain institutional investors on September 30, 2016. Pursuant to the same note purchase agreement, we also expect to issue $100,000 of 12-year 4.24% senior unsecured notes on December 28, 2016;
|
•
|
entered into our fourth amended and restated unsecured credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,200,000, consisting of a $750,000 unsecured revolving line of credit and two unsecured term loans totaling $450,000 (collectively, our Unsecured Credit Facility);
|
•
|
disposed of The Gateway through a lender-directed sale in full satisfaction of our $94,353 mortgage obligation;
|
•
|
repaid $100,000, net of borrowings, on our unsecured revolving line of credit;
|
•
|
entered into the following interest rate swaps that terminate on December 31, 2017: (i) $100,000 interest rate swap that effectively converts one-month floating rate London Interbank Offered Rate (LIBOR) to a fixed rate of 0.6591% and (ii) $150,000 interest rate swap that effectively converts one-month floating rate LIBOR to a fixed rate of 0.6735%. We previously had a $300,000 interest rate swap that matured on February 24, 2016;
|
•
|
as discussed above, assumed a mortgage payable with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031 in conjunction with the acquisition of The Shoppes at Union Hill; and
|
•
|
repaid mortgages payable totaling $35,344 and made scheduled principal payments of $9,900 related to amortizing loans. One of the mortgages repaid, with a principal balance of $7,750 at maturity, had been swapped to a fixed rate and we had guaranteed a portion of the outstanding balance. Upon repayment of the mortgage on its scheduled maturity date, the interest rate swap expired and our guarantee was extinguished.
|
|
Three Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
113,627
|
|
|
$
|
116,715
|
|
|
$
|
(3,088
|
)
|
Tenant recovery income
|
29,130
|
|
|
28,901
|
|
|
229
|
|
|||
Other property income
|
1,769
|
|
|
5,339
|
|
|
(3,570
|
)
|
|||
Total revenues
|
144,526
|
|
|
150,955
|
|
|
(6,429
|
)
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
20,285
|
|
|
22,741
|
|
|
(2,456
|
)
|
|||
Real estate taxes
|
19,937
|
|
|
20,961
|
|
|
(1,024
|
)
|
|||
Depreciation and amortization
|
56,763
|
|
|
52,871
|
|
|
3,892
|
|
|||
Provision for impairment of investment properties
|
4,742
|
|
|
169
|
|
|
4,573
|
|
|||
General and administrative expenses
|
11,110
|
|
|
10,939
|
|
|
171
|
|
|||
Total expenses
|
112,837
|
|
|
107,681
|
|
|
5,156
|
|
|||
|
|
|
|
|
|
||||||
Operating income
|
31,689
|
|
|
43,274
|
|
|
(11,585
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(25,602
|
)
|
|
(40,425
|
)
|
|
14,823
|
|
|||
Other income, net
|
22
|
|
|
479
|
|
|
(457
|
)
|
|||
Income from continuing operations
|
6,109
|
|
|
3,328
|
|
|
2,781
|
|
|||
Gain on sales of investment properties
|
66,385
|
|
|
75,001
|
|
|
(8,616
|
)
|
|||
Net income
|
72,494
|
|
|
78,329
|
|
|
(5,835
|
)
|
|||
Preferred stock dividends
|
(2,362
|
)
|
|
(2,362
|
)
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
70,132
|
|
|
$
|
75,967
|
|
|
$
|
(5,835
|
)
|
•
|
a
$8,616
decrease in gain on sales of investment properties related to the sales of 12 investment properties, representing approximately 1,254,000 square feet of GLA, during the three months ended
September 30, 2016
compared to the sales of 10 investment properties, representing approximately 1,568,600 square feet of GLA, during the three months ended
September 30, 2015
;
|
•
|
a $4,573 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 condensed consolidated financial statements), we recognized impairment charges of $4,742 and $169 for the three months ended September 30, 2016 and 2015, respectively;
|
•
|
a $3,892 increase in depreciation and amortization primarily due to the write-off of assets taken out of service at a redevelopment property during the three months ended September 30, 2016;
|
•
|
a $3,570 decrease in other property income primarily as a result of a decrease in lease termination fee income from our same store portfolio; and
|
•
|
a
$3,088
decrease in rental income primarily consisting of:
|
•
|
a $4,033 decrease in base rent primarily from the operating properties sold or held for sale as of
September 30, 2016
and our redevelopment properties, partially offset by an increase from the properties acquired after June 30, 2015 and our same store portfolio;
|
•
|
a $936 increase in amortization of acquired above and below market lease intangibles primarily from the properties acquired after June 30, 2015;
|
•
|
a
$14,823
decrease in interest expense primarily consisting of:
|
•
|
a $10,136 decrease in prepayment penalties and defeasance premiums; and
|
•
|
a $4,438 decrease in interest on mortgages payable due to a reduction in mortgage debt; and
|
•
|
a $3,709 decrease in operating expenses and real estate taxes, net of tenant recovery income, primarily as a result of our same store portfolio and the operating properties sold or held for sale as of
September 30, 2016
.
|
•
|
the removal of nine same store investment properties sold during the three months ended
September 30, 2016
; and
|
•
|
the removal of one same store investment property classified as held for sale as of
September 30, 2016
;
|
•
|
the addition of two investment properties acquired during the second quarter of 2015.
|
•
|
properties acquired after June 30, 2015;
|
•
|
our development property;
|
•
|
our one remaining office property;
|
•
|
three properties where we have begun redevelopment and/or activities in anticipation of future redevelopment;
|
•
|
properties that were sold or held for sale in 2015 and 2016;
|
•
|
the net income from our wholly-owned captive insurance company; and
|
•
|
the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest on April 29, 2016.
|
|
Three Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
70,132
|
|
|
$
|
75,967
|
|
|
$
|
(5,835
|
)
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
2,362
|
|
|
2,362
|
|
|
—
|
|
|||
Gain on sales of investment properties
|
(66,385
|
)
|
|
(75,001
|
)
|
|
8,616
|
|
|||
Depreciation and amortization
|
56,763
|
|
|
52,871
|
|
|
3,892
|
|
|||
Provision for impairment of investment properties
|
4,742
|
|
|
169
|
|
|
4,573
|
|
|||
General and administrative expenses
|
11,110
|
|
|
10,939
|
|
|
171
|
|
|||
Interest expense
|
25,602
|
|
|
40,425
|
|
|
(14,823
|
)
|
|||
Straight-line rental income, net
|
(1,226
|
)
|
|
(655
|
)
|
|
(571
|
)
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(1,441
|
)
|
|
(505
|
)
|
|
(936
|
)
|
|||
Amortization of lease inducements
|
265
|
|
|
256
|
|
|
9
|
|
|||
Lease termination fees
|
(385
|
)
|
|
(3,245
|
)
|
|
2,860
|
|
|||
Straight-line ground rent expense
|
692
|
|
|
931
|
|
|
(239
|
)
|
|||
Amortization of acquired ground lease intangibles
|
(140
|
)
|
|
(140
|
)
|
|
—
|
|
|||
Other income, net
|
(22
|
)
|
|
(479
|
)
|
|
457
|
|
|||
NOI
|
102,069
|
|
|
103,895
|
|
|
(1,826
|
)
|
|||
NOI from Other Investment Properties
|
(11,763
|
)
|
|
(17,581
|
)
|
|
5,818
|
|
|||
Same Store NOI
|
$
|
90,306
|
|
|
$
|
86,314
|
|
|
$
|
3,992
|
|
|
Three Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
97,262
|
|
|
$
|
95,092
|
|
|
$
|
2,170
|
|
Percentage and specialty rent
|
565
|
|
|
708
|
|
|
(143
|
)
|
|||
Tenant recovery income
|
26,125
|
|
|
25,029
|
|
|
1,096
|
|
|||
Other property operating income
|
954
|
|
|
1,032
|
|
|
(78
|
)
|
|||
|
124,906
|
|
|
121,861
|
|
|
3,045
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
16,903
|
|
|
17,393
|
|
|
(490
|
)
|
|||
Bad debt expense
|
(250
|
)
|
|
38
|
|
|
(288
|
)
|
|||
Real estate taxes
|
17,947
|
|
|
18,116
|
|
|
(169
|
)
|
|||
|
34,600
|
|
|
35,547
|
|
|
(947
|
)
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
90,306
|
|
|
$
|
86,314
|
|
|
$
|
3,992
|
|
•
|
base rent increased
$2,170
primarily due to an increase of $1,037 from occupancy growth, $830 from contractual rent changes and $647 from re-leasing spreads, partially offset by a decrease of $143 primarily from percentage and specialty rent; and
|
•
|
property operating expenses, bad debt expense and real estate taxes, net of tenant recovery income, decreased $2,043 primarily as a result of decreases in net recoverable property operating expenses, net real estate taxes resulting from lower than anticipated real estate tax assessments and the receipt of real estate tax refunds, non-recoverable property operating expenses and bad debt expense.
|
|
Nine Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Revenues
|
|
|
|
|
|
||||||
Rental income
|
$
|
344,081
|
|
|
$
|
355,525
|
|
|
$
|
(11,444
|
)
|
Tenant recovery income
|
89,140
|
|
|
89,617
|
|
|
(477
|
)
|
|||
Other property income
|
7,170
|
|
|
9,898
|
|
|
(2,728
|
)
|
|||
Total revenues
|
440,391
|
|
|
455,040
|
|
|
(14,649
|
)
|
|||
|
|
|
|
|
|
||||||
Expenses
|
|
|
|
|
|
||||||
Operating expenses
|
63,438
|
|
|
71,589
|
|
|
(8,151
|
)
|
|||
Real estate taxes
|
60,966
|
|
|
61,957
|
|
|
(991
|
)
|
|||
Depreciation and amortization
|
163,602
|
|
|
163,345
|
|
|
257
|
|
|||
Provision for impairment of investment properties
|
11,048
|
|
|
4,113
|
|
|
6,935
|
|
|||
General and administrative expenses
|
33,289
|
|
|
35,949
|
|
|
(2,660
|
)
|
|||
Total expenses
|
332,343
|
|
|
336,953
|
|
|
(4,610
|
)
|
|||
|
|
|
|
|
|
||||||
Operating income
|
108,048
|
|
|
118,087
|
|
|
(10,039
|
)
|
|||
|
|
|
|
|
|
||||||
Gain on extinguishment of debt
|
13,653
|
|
|
—
|
|
|
13,653
|
|
|||
Gain on extinguishment of other liabilities
|
6,978
|
|
|
—
|
|
|
6,978
|
|
|||
Interest expense
|
(78,343
|
)
|
|
(110,610
|
)
|
|
32,267
|
|
|||
Other income, net
|
449
|
|
|
1,398
|
|
|
(949
|
)
|
|||
Income from continuing operations
|
50,785
|
|
|
8,875
|
|
|
41,910
|
|
|||
Gain on sales of investment properties
|
97,737
|
|
|
113,214
|
|
|
(15,477
|
)
|
|||
Net income
|
148,522
|
|
|
122,089
|
|
|
26,433
|
|
|||
Preferred stock dividends
|
(7,087
|
)
|
|
(7,087
|
)
|
|
—
|
|
|||
Net income attributable to common shareholders
|
$
|
141,435
|
|
|
$
|
115,002
|
|
|
$
|
26,433
|
|
•
|
a
$32,267
decrease in interest expense primarily consisting of:
|
•
|
a $19,097 decrease in interest on mortgages payable due to a reduction in mortgage debt; and
|
•
|
a $17,027 decrease in prepayment penalties and defeasance premiums;
|
•
|
a $2,217 increase in interest on our Unsecured Credit Facility primarily due to higher average balances on our unsecured revolving line of credit; and
|
•
|
a $1,944 increase in interest on our unsecured notes payable related to our 4.00% senior unsecured notes due 2025 (4.00% Notes Due 2025), which were issued in March 2015;
|
•
|
a $13,653 gain on extinguishment of debt recognized during the
nine
months ended
September 30, 2016
associated with the disposition of The Gateway through a lender-directed sale in full satisfaction of our mortgage obligation. No such gain was recorded during the
nine
months ended
September 30, 2015
;
|
•
|
an $8,665 decrease in operating expenses and real estate taxes, net of tenant recovery income, primarily as a result of the operating properties sold or held for sale as of
September 30, 2016
and our same store portfolio; and
|
•
|
a $6,978 gain on extinguishment of other liabilities recognized during the
nine
months ended
September 30, 2016
related to the acquisition of the fee interest in one of our existing investment properties that was previously subject to a ground lease with a third party. The amount recognized represents the reversal of the straight-line ground rent liability associated with the ground lease;
|
•
|
a
$15,477
decrease in gain on sales of investment properties related to the sales of 28 investment properties and one outparcel, representing approximately 2,387,700 square feet of GLA, during the
nine
months ended
September 30, 2016
compared to the sales of 20 investment properties, representing approximately 3,069,600 square feet of GLA, during the
nine
months ended
September 30, 2015
;
|
•
|
an
$11,444
decrease in rental income primarily consisting of:
|
•
|
a $12,365 decrease in base rent from the operating properties sold or held for sale as of
September 30, 2016
and our redevelopment properties, partially offset by an increase from the properties acquired during 2015 and 2016 and our same store portfolio;
|
•
|
a $1,066 increase in amortization of acquired above and below market lease intangibles primarily from the properties acquired during 2015 and 2016; and
|
•
|
a $6,935 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 $11,048 and $4,113 for the nine months ended September 30, 2016 and 2015, respectively.
|
|
Nine Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Net income attributable to common shareholders
|
$
|
141,435
|
|
|
$
|
115,002
|
|
|
$
|
26,433
|
|
Adjustments to reconcile to Same Store NOI:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
7,087
|
|
|
7,087
|
|
|
—
|
|
|||
Gain on sales of investment properties
|
(97,737
|
)
|
|
(113,214
|
)
|
|
15,477
|
|
|||
Depreciation and amortization
|
163,602
|
|
|
163,345
|
|
|
257
|
|
|||
Provision for impairment of investment properties
|
11,048
|
|
|
4,113
|
|
|
6,935
|
|
|||
General and administrative expenses
|
33,289
|
|
|
35,949
|
|
|
(2,660
|
)
|
|||
Gain on extinguishment of debt
|
(13,653
|
)
|
|
—
|
|
|
(13,653
|
)
|
|||
Gain on extinguishment of other liabilities
|
(6,978
|
)
|
|
—
|
|
|
(6,978
|
)
|
|||
Interest expense
|
78,343
|
|
|
110,610
|
|
|
(32,267
|
)
|
|||
Straight-line rental income, net
|
(3,054
|
)
|
|
(2,297
|
)
|
|
(757
|
)
|
|||
Amortization of acquired above and below market lease intangibles, net
|
(2,412
|
)
|
|
(1,346
|
)
|
|
(1,066
|
)
|
|||
Amortization of lease inducements
|
817
|
|
|
636
|
|
|
181
|
|
|||
Lease termination fees
|
(3,070
|
)
|
|
(3,712
|
)
|
|
642
|
|
|||
Straight-line ground rent expense
|
2,372
|
|
|
2,797
|
|
|
(425
|
)
|
|||
Amortization of acquired ground lease intangibles
|
(420
|
)
|
|
(420
|
)
|
|
—
|
|
|||
Other income, net
|
(449
|
)
|
|
(1,398
|
)
|
|
949
|
|
|||
NOI
|
310,220
|
|
|
317,152
|
|
|
(6,932
|
)
|
|||
NOI from Other Investment Properties
|
(55,162
|
)
|
|
(71,058
|
)
|
|
15,896
|
|
|||
Same Store NOI
|
$
|
255,058
|
|
|
$
|
246,094
|
|
|
$
|
8,964
|
|
|
Nine Months Ended
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Same Store NOI:
|
|
|
|
|
|
||||||
Base rent
|
$
|
275,664
|
|
|
$
|
270,173
|
|
|
$
|
5,491
|
|
Percentage and specialty rent
|
2,676
|
|
|
2,559
|
|
|
117
|
|
|||
Tenant recovery income
|
73,383
|
|
|
72,316
|
|
|
1,067
|
|
|||
Other property operating income
|
2,468
|
|
|
2,703
|
|
|
(235
|
)
|
|||
|
354,191
|
|
|
347,751
|
|
|
6,440
|
|
|||
|
|
|
|
|
|
||||||
Property operating expenses
|
48,149
|
|
|
50,196
|
|
|
(2,047
|
)
|
|||
Bad debt expense
|
(450
|
)
|
|
709
|
|
|
(1,159
|
)
|
|||
Real estate taxes
|
51,434
|
|
|
50,752
|
|
|
682
|
|
|||
|
99,133
|
|
|
101,657
|
|
|
(2,524
|
)
|
|||
|
|
|
|
|
|
||||||
Same Store NOI
|
$
|
255,058
|
|
|
$
|
246,094
|
|
|
$
|
8,964
|
|
•
|
base rent increased
$5,491
primarily due to an increase of $2,370 from contractual rent changes, $2,089 from occupancy growth and $1,698 from re-leasing spreads, partially offset by a decrease of $661 from rent abatements; and
|
•
|
property operating expenses, bad debt expense and real estate taxes, net of tenant recovery income, decreased $3,591 primarily as a result of decreases in non-recoverable property operating expenses, bad debt expense, net recoverable property operating expenses, and net real estate taxes resulting from lower than anticipated real estate tax assessments and the receipt of real estate tax refunds.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to common shareholders
|
$
|
70,132
|
|
|
$
|
75,967
|
|
|
$
|
141,435
|
|
|
$
|
115,002
|
|
Depreciation and amortization of depreciable real estate
|
56,384
|
|
|
52,596
|
|
|
162,577
|
|
|
162,520
|
|
||||
Provision for impairment of investment properties
|
4,742
|
|
|
169
|
|
|
8,884
|
|
|
4,113
|
|
||||
Gain on sales of depreciable investment properties
|
(66,385
|
)
|
|
(75,001
|
)
|
|
(97,737
|
)
|
|
(113,214
|
)
|
||||
FFO attributable to common shareholders
|
$
|
64,873
|
|
|
$
|
53,731
|
|
|
$
|
215,159
|
|
|
$
|
168,421
|
|
|
|
|
|
|
|
|
|
||||||||
FFO attributable to common shareholders per common share outstanding
|
$
|
0.27
|
|
|
$
|
0.23
|
|
|
$
|
0.91
|
|
|
$
|
0.71
|
|
|
|
|
|
|
|
|
|
||||||||
FFO attributable to common shareholders
|
$
|
64,873
|
|
|
$
|
53,731
|
|
|
$
|
215,159
|
|
|
$
|
168,421
|
|
Impact on earnings from the early extinguishment of debt, net
|
—
|
|
|
10,618
|
|
|
(12,842
|
)
|
|
17,635
|
|
||||
Provision for hedge ineffectiveness
|
(38
|
)
|
|
(4
|
)
|
|
(35
|
)
|
|
(25
|
)
|
||||
Provision for impairment of non-depreciable investment property
|
—
|
|
|
—
|
|
|
2,164
|
|
|
—
|
|
||||
Gain on extinguishment of other liabilities
|
—
|
|
|
—
|
|
|
(6,978
|
)
|
|
—
|
|
||||
Executive separation charges (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,537
|
|
||||
Other (b)
|
(5
|
)
|
|
91
|
|
|
(189
|
)
|
|
(909
|
)
|
||||
Operating FFO attributable to common shareholders
|
$
|
64,830
|
|
|
$
|
64,436
|
|
|
$
|
197,279
|
|
|
$
|
188,659
|
|
|
|
|
|
|
|
|
|
||||||||
Operating FFO attributable to common shareholders
per common share outstanding
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.83
|
|
|
$
|
0.80
|
|
(a)
|
Included in “General and administrative expenses” in the condensed consolidated statements of operations and other comprehensive income.
|
(b)
|
Consists of the impact on earnings from net settlements and easement proceeds, which are included in “Other income, net” in the accompanying condensed consolidated statements of operations and other comprehensive income.
|
|
SOURCES
|
|
USES
|
▪
|
Operating cash flow
|
▪
|
Tenant allowances and leasing costs
|
▪
|
Cash and cash equivalents
|
▪
|
Improvements made to individual properties that are not
|
▪
|
Available borrowings under our unsecured revolving
|
|
recoverable through common area maintenance charges to tenants
|
|
line of credit
|
▪
|
Acquisitions
|
▪
|
Proceeds from capital markets transactions
|
▪
|
Debt repayments
|
▪
|
Proceeds from asset dispositions
|
▪
|
Distribution payments
|
|
|
▪
|
Redevelopment, renovation or expansion activities
|
|
|
▪
|
New development
|
|
|
▪
|
Repurchases of our common stock
|
Debt
|
|
Aggregate
Principal
Amount
|
|
Weighted
Average
Interest Rate
|
|
Maturity Date
|
|
Weighted
Average Years
to Maturity
|
|||
Fixed rate mortgages payable (a)
|
|
$
|
1,004,879
|
|
|
6.06
|
%
|
|
Various
|
|
3.7 years
|
|
|
|
|
|
|
|
|
|
|||
Unsecured notes payable:
|
|
|
|
|
|
|
|
|
|||
Senior notes – 4.12% due 2021
|
|
100,000
|
|
|
4.12
|
%
|
|
June 30, 2021
|
|
4.8 years
|
|
Senior notes – 4.58% due 2024
|
|
150,000
|
|
|
4.58
|
%
|
|
June 30, 2024
|
|
7.8 years
|
|
Senior notes – 4.00% due 2025
|
|
250,000
|
|
|
4.00
|
%
|
|
March 15, 2025
|
|
8.5 years
|
|
Senior notes – 4.08% due 2026 (b)
|
|
100,000
|
|
|
4.08
|
%
|
|
September 30, 2026
|
|
10.0 years
|
|
Total unsecured notes payable (a)
|
|
600,000
|
|
|
4.18
|
%
|
|
|
|
7.9 years
|
|
|
|
|
|
|
|
|
|
|
|||
Unsecured credit facility:
|
|
|
|
|
|
|
|
|
|||
Term loan – fixed rate (c)
|
|
250,000
|
|
|
1.97
|
%
|
|
January 5, 2021
|
|
4.3 years
|
|
Term loan – variable rate (d)
|
|
200,000
|
|
|
1.97
|
%
|
|
May 11, 2018 (c)
|
|
1.6 years
|
|
Revolving line of credit – variable rate (d)
|
|
—
|
|
|
1.87
|
%
|
|
January 5, 2020 (c)
|
|
3.3 years
|
|
Total unsecured credit facility (a)
|
|
450,000
|
|
|
1.97
|
%
|
|
|
|
3.1 years
|
|
|
|
|
|
|
|
|
|
|
|||
Total consolidated indebtedness
|
|
$
|
2,054,879
|
|
|
4.61
|
%
|
|
|
|
4.8 years
|
(a)
|
Fixed rate mortgages payable excludes mortgage premium of
$1,544
, discount of
$(633)
and capitalized loan fees of
$(5,701)
, net of accumulated amortization, as of
September 30, 2016
. Unsecured notes payable excludes discount of
$(1,001)
and capitalized loan fees of
$(3,520)
, net of accumulated amortization, as of
September 30, 2016
. Term loans exclude capitalized loan fees of
$(2,698)
, net of accumulated amortization, as of
September 30, 2016
. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
|
(b)
|
On September 30, 2016, we issued $100,000 of 10-year 4.08% senior unsecured notes in a private placement transaction pursuant to a note purchase agreement we entered into with certain institutional investors on September 30, 2016. Pursuant to the same note purchase agreement, we also expect to issue $100,000 of 12-year 4.24% senior unsecured notes on December 28, 2016.
|
(c)
|
Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a weighted average fixed rate of 0.6677% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of
September 30, 2016
.
|
(d)
|
We have two one year extension options on the term loan due 2018 and two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.15% for the term loan and 0.075% of the commitment amount being extended for the revolving line of credit.
|
|
|
|
|
|
|
|
|
Leverage-Based Pricing
|
|
Ratings-Based Pricing
|
||
Unsecured Credit Facility
|
|
Maturity Date
|
|
Extension Option
|
|
Extension Fee
|
|
Credit Spread
|
Unused Fee
|
|
Credit Spread
|
Facility Fee
|
$250,000 unsecured term loan
|
|
1/5/2021
|
|
N/A
|
|
N/A
|
|
1.30% - 2.20%
|
N/A
|
|
0.90% - 1.75%
|
N/A
|
$200,000 unsecured term loan
|
|
5/11/2018
|
|
2 one year
|
|
0.15%
|
|
1.45% - 2.20%
|
N/A
|
|
1.05% - 2.05%
|
N/A
|
$750,000 unsecured revolving line of credit
|
|
1/5/2020
|
|
2 six month
|
|
0.075%
|
|
1.35% - 2.25%
|
0.15% - 0.25%
|
|
0.85% - 1.55%
|
0.125% - 0.30%
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgages payable (a)
|
$
|
2,865
|
|
|
$
|
227,451
|
|
|
$
|
11,647
|
|
|
$
|
444,324
|
|
|
$
|
4,334
|
|
|
$
|
314,258
|
|
|
$
|
1,004,879
|
|
|
$
|
1,094,472
|
|
Unsecured credit facility – fixed rate term loan (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
||||||||
Unsecured notes payable (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600,000
|
|
|
600,000
|
|
|
617,473
|
|
||||||||
Total fixed rate debt
|
2,865
|
|
|
227,451
|
|
|
11,647
|
|
|
444,324
|
|
|
4,334
|
|
|
1,164,258
|
|
|
1,854,879
|
|
|
1,961,945
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unsecured credit facility – variable rate term loan
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
200,000
|
|
||||||||
Total variable rate debt
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
200,000
|
|
||||||||
Total debt (d)
|
$
|
2,865
|
|
|
$
|
227,451
|
|
|
$
|
211,647
|
|
|
$
|
444,324
|
|
|
$
|
4,334
|
|
|
$
|
1,164,258
|
|
|
$
|
2,054,879
|
|
|
$
|
2,161,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average interest rate on debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt
|
7.18
|
%
|
|
5.08
|
%
|
|
6.52
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
3.85
|
%
|
|
4.90
|
%
|
|
|
|||||||||
Variable rate debt (e)
|
—
|
|
|
—
|
|
|
1.97
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.97
|
%
|
|
|
|||||||||
Total
|
7.18
|
%
|
|
5.08
|
%
|
|
2.22
|
%
|
|
7.49
|
%
|
|
4.58
|
%
|
|
3.85
|
%
|
|
4.61
|
%
|
|
|
(a)
|
Excludes mortgage premium of
$1,544
and discount of
$(633)
, net of accumulated amortization, as of
September 30, 2016
.
|
(b)
|
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a weighted average fixed rate of 0.6677% through December 31, 2017.
|
(c)
|
Excludes discount of
$(1,001)
, net of accumulated amortization, as of
September 30, 2016
and $100,000 of 12-year 4.24% senior unsecured notes which we expect to issue on December 28, 2016 pursuant to a note purchase agreement we entered into with certain institutional investors on September 30, 2016.
|
(d)
|
Total debt excludes capitalized loan fees of
$(11,919)
, net of accumulated amortization, as of
September 30, 2016
which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was
4.8 years
as of
September 30, 2016
. The $107,066 difference between total debt outstanding and its fair value is primarily attributable to a $57,011 difference related to our IW JV 2009, LLC pool of mortgages. This pool matures in 2019, has an interest rate of 7.50% and an outstanding principal balance of
$391,436
as of
September 30, 2016
.
|
(e)
|
Represents interest rates as of
September 30, 2016
.
|
|
|
Number of
Properties Sold
|
|
Square
Footage
|
|
Consideration
|
|
Aggregate
Proceeds, Net (a)
|
|
Debt
Extinguished
|
|
||||||||
2016 Dispositions (through September 30, 2016)
|
|
28
|
|
|
2,384,300
|
|
|
$
|
390,682
|
|
|
$
|
304,806
|
|
|
$
|
94,353
|
|
(b)
|
2015 Dispositions
|
|
26
|
|
|
3,917,200
|
|
|
$
|
516,444
|
|
|
$
|
505,524
|
|
|
$
|
25,724
|
|
(c)
|
(a)
|
Represents total consideration net of transaction costs. 2015 dispositions include the disposition of two development properties, one of which had been held in a consolidated joint venture.
|
(b)
|
Represents The Gateway’s outstanding mortgage payable prior to the lender-directed sale of the property. Immediately prior to the disposition, the lender reduced our loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
|
(c)
|
Excludes $95,881 of mortgages payable repayments or defeasances completed prior to disposition of the respective property for the year ended December 31, 2015.
|
|
|
Number of
Assets Acquired
|
|
Square
Footage
|
|
Acquisition
Price
|
|
Mortgage
Debt
|
||||||
2016 Acquisitions (through September 30, 2016) (a)
|
|
8
|
|
|
761,700
|
|
|
$
|
283,337
|
|
|
$
|
15,971
|
|
2015 Acquisitions (b)
|
|
11
|
|
|
1,179,800
|
|
|
$
|
463,136
|
|
|
$
|
—
|
|
(a)
|
2016 acquisitions include the purchase of the fee interest in our Ashland & Roosevelt multi-tenant retail operating property that was previously subject to a ground lease with a third party and the anchor space improvements in our Woodinville Plaza multi-tenant retail operating property that was previously subject to a ground lease with us. The total number of properties in our portfolio was not affected by these transactions.
|
(b)
|
2015 acquisitions include the purchase of the following: 1) a land parcel at our Lake Worth Towne Crossing multi-tenant retail operating property, 2) a single-user outparcel located at our Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with us prior to the transaction, and 3) a single-user outparcel located at our Royal Oaks Village II multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Cash provided by operating activities
|
|
$
|
205,008
|
|
|
$
|
209,076
|
|
|
$
|
(4,068
|
)
|
Cash used in investing activities
|
|
(8,254
|
)
|
|
(27,992
|
)
|
|
19,738
|
|
|||
Cash used in financing activities
|
|
(179,107
|
)
|
|
(176,838
|
)
|
|
(2,269
|
)
|
|||
Increase in cash and cash equivalents
|
|
17,647
|
|
|
4,246
|
|
|
13,401
|
|
|||
Cash and cash equivalents, at beginning of period
|
|
51,424
|
|
|
112,292
|
|
|
|
||||
Cash and cash equivalents, at end of period
|
|
$
|
69,071
|
|
|
$
|
116,538
|
|
|
|
•
|
a $6,932 decrease in NOI (including a decrease in NOI from Other Investment Properties of $15,896, partially offset by an increase in Same Store NOI of $8,964);
|
•
|
a $5,427 increase in cash bonuses paid;
|
•
|
a $1,579 increase in cash paid for leasing fees and inducements; and
|
•
|
ordinary course fluctuations in working capital accounts;
|
•
|
a $12,451 reduction in cash paid for interest.
|
•
|
a $141,480 decrease in cash paid to purchase investment properties;
|
•
|
an $87,852 decrease in proceeds from the sales of investment properties; and
|
•
|
a $27,172 net change in restricted escrow activity;
|
•
|
a $230,000 decrease in net proceeds from our Unsecured Credit Facility;
|
•
|
a $148,815 decrease in proceeds from the issuance of unsecured notes related to a $100,000 private placement transaction during the nine months ended September 30, 2016 and a $248,815 underwritten public offering in 2015; and
|
•
|
a $4,149 increase in the payment of loan fees and deposits;
|
•
|
a $300,920 decrease in principal payments on mortgages payable; and
|
•
|
an $81,547 decrease in the purchase of U.S. Treasury securities in connection with defeasance of mortgages payable during the
nine
months ended
September 30, 2015
.
|
|
|
Notional
Amount
|
|
Termination Date
|
|
Fair Value of
Derivative Asset
|
||||
Fixed rate portion of unsecured credit facility
|
|
$
|
250,000
|
|
|
December 31, 2017
|
|
$
|
138
|
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
(c)
|
Issuer Purchases of Equity Securities
|
Period
|
|
Total number
of shares of
Class A common
stock purchased
|
|
Average price
paid per share
of Class A
common stock
|
|
Total number of
shares purchased
as part of publicly
announced plans
or programs
|
|
Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
|
|||||
July 1, 2016 to July 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
250,000
|
|
August 1, 2016 to August 31, 2016
|
|
5
|
|
|
$
|
16.78
|
|
|
N/A
|
|
$
|
250,000
|
|
September 1, 2016 to September 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
$
|
250,000
|
|
Total
|
|
5
|
|
|
$
|
16.78
|
|
|
N/A
|
|
$
|
250,000
|
|
(a)
|
Represents the amount outstanding under our $250,000 common stock repurchase program, which has no scheduled expiration date. As of
September 30, 2016
, we had not repurchased any shares under our common stock repurchase program.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Note Purchase Agreement dated as of September 30, 2016, among the Registrant as Issuer and Certain Institutions as Purchasers (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 5, 2016).
|
10.2
|
|
Indemnification Agreement, dated October 25, 2016, by and between the Registrant and Robert G. Gifford (filed herewith).
|
10.3
|
|
Amended and Restated Retention Agreement dated October 31, 2016 by and between the Registrant and Steven P. Grimes (filed herewith).
|
10.4
|
|
Amended and Restated Retention Agreement dated October 31, 2016 by and between the Registrant and Shane C. Garrison (filed herewith).
|
10.5
|
|
Retention Agreement dated October 31, 2016 by and between the Registrant and Heath R. Fear (filed herewith).
|
10.6
|
|
Retention Agreement dated October 31, 2016 by and between the Registrant and Paula C. Maggio (filed herewith).
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
31.2
|
|
Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
|
32.1
|
|
Certification of President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
|
101
|
|
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Operations and Other Comprehensive Income for the Three-Month Periods and Nine-Month Periods Ended September 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Equity for the Nine-Month Periods Ended September 30, 2016 and 2015, (iv) Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2016 and 2015, and (v) Notes to Condensed Consolidated Financial Statements.
|
By:
|
/s/ STEVEN P. GRIMES
|
|
|
|
|
|
Steven P. Grimes
|
|
|
President and Chief Executive Officer
|
|
Date:
|
November 2, 2016
|
|
|
|
|
By:
|
/s/ HEATH R. FEAR
|
|
|
|
|
|
Heath R. Fear
|
|
|
Executive Vice President,
|
|
|
Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
Date:
|
November 2, 2016
|
|
|
|
|
By:
|
/s/ JULIE M. SWINEHART
|
|
|
|
|
|
Julie M. Swinehart
|
|
|
Senior Vice President and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
Date:
|
November 2, 2016
|
|
1 Year Retail Properties of Ame... Chart |
1 Month Retail Properties of Ame... Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions