10-K 1 rpt-12312016_10k.htm 10-K Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-K
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission file number 1-10093

 RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland
13-6908486
(State or Other Jurisdiction of
(I.R.S. Employer Identification No.)
Incorporation or Organization)
 
 
 
31500 Northwestern Highway, Suite 300
48334
Farmington Hills, Michigan
(Zip Code)
(Address of Principal Executive Offices)
 
Registrant’s Telephone Number, Including Area Code: 248-350-9900

Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange
On Which Registered
Common Shares of Beneficial Interest,
 
New York Stock Exchange
($0.01 Par Value Per Share)
 
 
Securities Registered Pursuant to Section 12(g) of the Act:  None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes [X]    No [   ]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes [   ]    No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X ]  No [   ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,”  “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X]
Accelerated Filer [  ]
Non-Accelerated Filer   [  ]   
Small Reporting Company  [  ]
 
 
(Do not check if small reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [   ]    No [X]

The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2016) was $1,525,818,861. As of February 16, 2017 there were outstanding 79,280,029 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual meeting of shareholders to be held May 16, 2017 are in incorporated by reference into Part III.




TABLE OF CONTENTS
 

 
Item
PART I
Page
1.
1A.
1B.
2.
3.
4.
 
 
 
 
PART II
 
5.
 
 
6.
7.
7A.
8.
9.
9A.
9B.
 
 
 
 
PART III
 
10.
11.
12.
13.
14.
 
 
 
 
PART IV
 
15.
 



Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict”, or similar terms.  Although the forward-looking statements made in this document are based on our good-faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements, including: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; our business prospects and outlook; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a real estate investment trust (“REIT”); and other factors discussed elsewhere in this document and our other filings with the Securities and Exchange Commission (the “SEC”).  Given these uncertainties, you should not place undue reliance on any forward-looking statements.  Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.
PART I

Item 1. Business

The terms “Company,” “we,” “our”, or “us” refer to Ramco-Gershenson Properties Trust, Ramco-Gershenson Properties, L.P., and/or its subsidiaries, as the context may require.

General

Ramco-Gershenson Properties Trust is a fully integrated, self-administered, publicly-traded equity real estate investment trust (“REIT”) organized in Maryland.  Our primary business is the ownership and management of large multi-anchored shopping centers primarily in twelve of the largest metropolitan markets in the United States. We aim to own multiple properties in each of these metropolitan areas to leverage our management platform and to operate our centers efficiently in these markets. Our target submarkets are affluent communities where our centers can offer value, convenience and a sense of place to the residents of the trade area.

As of December 31, 2016, our property portfolio consisted of 65 wholly-owned shopping centers comprising approximately 14.5 million square feet.  We also have ownership interests of 7%, 20% and 30%, in three joint ventures. Our joint ventures are reported using the equity method of accounting.  We earn fees from these joint ventures for managing, leasing and redeveloping the shopping centers they own.  In addition, we own various parcels of land available for development or for sale, the majority of which are adjacent to certain of our existing developed properties.

We conduct substantially all of our business through our operating partnership, Ramco-Gershenson Properties, L.P. (the “Operating Partnership” or “OP”), a Delaware limited partnership.  The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all owned properties.  As general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership.  As of December 31, 2016, we owned approximately 97.6% of the interests in the Operating Partnership.  The limited partners are reflected as noncontrolling interests in our financial statements and are generally individuals or entities that contributed interests in certain assets or entities to the Operating Partnership in exchange for units of limited partnership interest (“OP Units”).  The holders of OP units are entitled to exchange them for our common shares on a 1:1 basis or for cash.  The form of payment is at our election.
We operate in a manner intended to qualify as a REIT pursuant to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”).  Certain of our operations, including property and asset management, as well as ownership of certain land parcels, are conducted through taxable REIT subsidiaries (“TRSs”), which are subject to federal and state income taxes.


1




Business Objectives, Strategies and Significant Transactions

Our business objective is to own and manage high quality shopping centers that generate cash flow for distribution to our shareholders and that have the potential for capital appreciation.  To achieve this objective, we seek to acquire, develop or redevelop shopping centers that meet our investment criteria.  We also seek to recycle capital through the sale of land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria.  We use debt to finance our activities and focus on managing the amount, structure and terms of our debt to limit the risks inherent in debt financing.  From time to time, we enter into joint venture arrangements where we believe we can benefit by owning a partial interest in shopping centers and by earning fees for managing the centers for our partners.

We invest primarily in large, multi-anchored shopping centers that include national chain store tenants and market dominant supermarket tenants.  National chain anchor tenants in our centers include, among others, TJ Maxx/Marshalls, Bed Bath and Beyond, Dick's Sporting Goods, and Home Depot.  Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Kroger and Sprouts.  Our shopping centers are primarily located in metropolitan markets such as Metro Detroit, Southeast Florida, Greater Denver, Cincinnati, St. Louis, Jacksonville, Tampa/Lakeland, Milwaukee, Chicago and Atlanta.

We also own land which is available for development or sale.  At December 31, 2016, the three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. We closed on the sale of 3.18 acres at Lakeland Park Center in the fourth quarter of 2016 for the development of a health club. At Hartland Towne Square, we are under contract to sell 7.5 acres for the development of a theater with certain due diligence contingencies unresolved at year-end. The remaining future phases at these projects are in pre-development. We estimate that if we proceed with the development of the projects, up to approximately 510,000 square feet of gross leasable area ("GLA") could be developed, excluding various out parcels of land. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

Our development and construction activities are subject to risks and uncertainties such as our inability to obtain the necessary governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development or our change in plan or scope for the development.  If any of these events occur, we may record an impairment provision.

Operating Strategies and Significant Transactions

Our operating objective is to maximize the risk-adjusted return on invested capital at our shopping centers.  We seek to do so by increasing the property operating income of our centers, controlling our capital expenditures, monitoring our tenants’ credit risk and taking actions to mitigate our exposure to that tenant credit risk.
During 2016, our consolidated properties reported the following leasing activity:
 
Leasing Transactions

Square Footage

 Base Rent/SF (1)

Prior Rent/SF

Tenant Improvements/SF

Leasing Commissions/SF

Renewals
224

1,506,439

$
15.15

$
14.26

$
0.16

$
0.02

New Leases - Comparable
28

145,571

17.65

12.47

49.05

4.06

New Leases - Non-Comparable (2)
74

372,516

17.07

N/A

48.92

3.98

Total
326

2,024,526

$
15.67

N/A

$
12.65

$
1.04

 
 
 
 
 
 
 
(1) Base rent/sf (square foot) represents contractual minimum rent under the new lease for the first 12 months of the term.
(2) Non-comparable lease transactions include leases for space vacant for greater than 12 months, leases for space which has been combined from smaller spaces or demised from larger spaces and leases structured differently from the prior lease. As a result, there is no comparable prior rent per square foot to compare to the base rent per square foot of the new lease.

2




Investing Strategies and Significant Transactions
Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions and developments.  In addition, we seek to sell land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria.  We underwrite acquisitions based upon current cash flow, projections of future cash flow and scenario analyses that take into account the risks and opportunities of ownership.  We underwrite development of new shopping centers on the same basis, but also take into account the unique risks of entitling land, constructing buildings and leasing newly built space.  
In October 2016, we acquired Centennial Shops, a high-quality, multi-anchor 85,000 square foot upscale shopping center in the affluent Minneapolis suburb of Edina, Minnesota, for $32.0 million. In addition, we sold six shopping centers and several land outparcels for gross proceeds of $113.7 million. Refer to Note 4 for additional information related to acquisitions and dispositions.
At December 31, 2016, we had ten redevelopment, expansion or re-anchoring projects in process with an anticipated cost of $69.6 million, of which $40.8 million remained to be invested. Completion dates are anticipated during 2017 and early 2018.
Financing Strategies and Significant Transactions

Our financing objective is to maintain a strong and flexible balance sheet in order to ensure access to capital at a competitive cost.  In general, we seek to increase our financial flexibility by increasing our pool of unencumbered properties and borrowing on an unsecured basis.  In keeping with our objective, we routinely benchmark our balance sheet on a variety of measures to our peers in the shopping center sector and to REITs in general.  

Specifically, we completed the following financing transactions:

Debt

During 2016, we issued $75.0 million in senior unsecured notes and repaid $146.5 million in mortgage notes. Refer to Note 8 for additional information related to our debt.

Equity

In June 2016, we terminated our previous controlled equity offering arrangement and commenced a new distribution agreement that registered up to 8.0 million common shares for issuance from time to time, in our sole discretion. For the year ended December 31, 2016, we did not issue any common shares through either arrangement. The shares issuable in the new distribution agreement are registered with the Securities and Exchange Commission ("SEC") on our registration statement on Form S-3 (No. 333-211925).
As of December 31, 2016 we had net debt to total market capitalization of 41.0% as compared to 42.3%, at December 31, 2015.  At December 31, 2016 and 2015 we had $263.5 million and $286.5 million, respectively, available to draw under our unsecured revolving line of credit.

Competition

See page 6 of Item 1A. “Risk Factors” for a description of competitive conditions in our business.

Environmental Matters

See page 12 of Item 1A. "Risk Factors" for a description of environmental risks for our business.

Employment

As of December 31, 2016, we had 117 full-time employees. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.


3




Available Information

All reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports, are available, free of charge, on our website at www.rgpt.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC.  Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Board of Trustees’ committee charters also are available on our website.

Shareholders may request free copies of these documents from:

Ramco-Gershenson Properties Trust
Attention:  Investor Relations
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334

4





Item 1A.  Risk Factors

You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC.  We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations and financial condition.  Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.

Operating Risks

National economic conditions and retail sales trends may adversely affect the performance of our properties.

Demand to lease space in our shopping centers generally fluctuates with the overall economy.  Economic downturns often result in a lower rate of retail sales growth, or even declines in retail sales.  In response, retailers that lease space in shopping centers typically reduce their demand for retail space during such downturns.  As a result, economic downturns and unfavorable retail sales trends may diminish the income, cash flow, and value of our properties.  

Our concentration of properties in Michigan and Florida makes us more susceptible to adverse market conditions in these states.

Our performance depends on the economic conditions in the markets in which we operate.  In 2016, our wholly-owned properties located in Michigan and Florida accounted for approximately 28%, and 21%, respectively, of our annualized base rent. In 2015 Michigan and Florida accounted for approximately 29% and 21%, respectively. To the extent that market conditions in these or other states in which we operate deteriorate, the performance or value of our properties may be adversely affected.

Changes in the supply and demand for the type of space we lease to our tenants could affect the income, cash flow and value of our properties.

Our shopping centers generally compete for tenants with similar properties located in the same neighborhood, community or region.  Although we believe we own high quality centers, competing centers may be newer, better located or have a better tenant mix.  In addition, new centers or retail stores may be developed, increasing the supply of retail space competing with our centers or taking retail sales from our tenants.  Our tenants also compete with alternate forms of retailing, including on-line shopping, home shopping networks and mail order catalogs.  Alternate forms of retailing may reduce the demand for space in our shopping centers.

As a result, we may not be able to renew leases or attract replacement tenants as leases expire.  When we do renew tenants or attract replacement tenants, the terms of renewals or new leases may be less favorable to us than current lease terms.  In order to lease our vacancies, we often incur costs to reconfigure or modernize our properties to suit the needs of a particular tenant.  Under competitive circumstances, such costs may exceed our budgets.   If we are unable to lease vacant space promptly, if the rental rates upon a renewal or new lease are lower than expected, or if the costs incurred to lease space exceed our expectations, then the income and cash flow of our properties will decrease.

Our reliance on key tenants for significant portions of our revenues exposes us to increased risk of tenant bankruptcies that could adversely affect our income and cash flow.

As of December 31, 2016, we received 40.7% of our combined annualized base rents from our top 25 tenants, including our top four tenants:  TJ Maxx/Marshalls (4.0%), Bed Bath & Beyond (2.8%), Dicks Sporting Goods (2.6%) and LA Fitness (2.4%). No other tenant represented more than 2.0% of our total annualized base rent.  The credit risk posed by our major tenants varies.

If any of our major tenants experiences financial difficulties or files for bankruptcy protection, our operating results could be adversely affected.  Bankruptcy filings by our tenants or lease guarantors generally delay our efforts to collect pre-bankruptcy receivables and could ultimately preclude full collection of these sums.  If a tenant rejects a lease, we would have only a general unsecured claim for damages, which may be collectible only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.  In 2016, two key tenants, The Sports Authority and Golfsmith, filed for bankruptcy protection.

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Our properties generally rely on anchor tenants to attract customers.  The loss of anchor tenants may adversely impact the performance of our properties.

If any of our anchor tenants becomes insolvent, suffers a downturn in business, abandons occupancy or decides not to renew its lease, such event would adversely impact the performance of the affected center.  An abandonment or lease termination by an anchor tenant may give other tenants in the same shopping center the right to terminate their leases or pay less rent pursuant to the terms of their leases.  Our leases with anchor tenants may, in certain circumstances, permit them to transfer their leases to other retailers.  The transfer to a new anchor tenant could result in lower customer traffic to the center, which would affect our other tenants.  In addition, a transfer of a lease to a new anchor tenant could give other tenants the right to make reduced rental payments or to terminate their leases.

We may be restricted from leasing vacant space based on existing exclusivity lease provisions with some of our tenants.

In a number of cases, our leases give a tenant the exclusive right to sell clearly identified types of merchandise or provide specific types of services at a particular shopping center.  In other cases, leases with a tenant may limit the ability of other tenants to sell similar merchandise or provide similar services to that tenant. When leasing a vacant space, these restrictions may limit the number and types of prospective tenants suitable for that space.  If we are unable to lease space on satisfactory terms, our operating results would be adversely impacted.

Increases in operating expenses could adversely affect our operating results.

Our operating expenses include, among other items, property taxes, insurance, utilities, repairs and the maintenance of the common areas of our shopping centers.  We may experience increases in our operating expenses, some or all of which may be out of our control.  Most of our leases require that tenants pay for a share of property taxes, insurance and common area maintenance costs.  However, if any property is not fully occupied or if recovery income from tenants is not sufficient to cover operating expenses, then we could be required to expend our own funds for operating expenses.  In addition, we may be unable to renew leases or negotiate new leases with terms requiring our tenants to pay all the property tax, insurance and common area maintenance costs that tenants currently pay, which would adversely affect our operating results.

If we suffer losses that are uninsured or in excess of our insurance coverage limits, we could lose invested capital and anticipated profits.

Catastrophic losses, such as losses resulting from wars, acts of terrorism, earthquakes, floods, hurricanes, and tornadoes or other natural disasters, pollution or environmental matters, generally are either uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. Although we currently maintain “all risk” replacement cost insurance for our buildings, rents and personal property, commercial general liability insurance and pollution and environmental liability insurance, our insurance coverage may be inadequate if any of the events described above occurs to, or causes the destruction of, one or more of our properties. Under that scenario, we could lose both our invested capital and anticipated profits from that property.

Our real estate assets may be subject to additional impairment provisions based on market and economic conditions.
 
On a periodic basis, we assess whether there are any indicators that the value of our real estate properties and other investments may be impaired. Under generally accepted accounting principles (“GAAP”) a property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. We are required to make subjective assessments as to whether there are impairments in the value of our real estate properties and other investments.

No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our unconsolidated joint ventures.  There can be no assurance that we will not take charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.  We recorded an impairment provision of $1.0 million in 2016 related to our real estate properties.  Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for a further information related to impairment provisions.

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We do not control all decisions related to the activities of joint ventures in which we are invested, and we may have conflicts of interest with our joint venture partners.

Various restrictive provisions and rights govern sales or transfers of interests in our joint ventures.  We may be required to make decisions as to the purchase or sale of interests in our joint ventures at a time that is disadvantageous to us.  In addition, a bankruptcy filing of one of our joint venture partners could adversely affect us because we may make commitments that rely on our partners to fund capital from time to time.  The profitability of shopping centers held in a joint venture could also be adversely affected by the bankruptcy of one of our joint venture partners if, because of certain provisions of the bankruptcy laws, we were unable to make important decisions in a timely fashion or were to became subject to additional liabilities.

We may invest in additional joint ventures, the terms of which may differ from our existing joint ventures.  In general, we would expect to share the rights and obligations to make major decisions regarding the venture with our partners, which would expose us to the risks identified above.

As of December 31, 2016, we had interests in unconsolidated joint ventures that collectively own two shopping centers.  Although we manage the properties owned by these joint ventures, we do not control the decisions for the joint ventures.  Accordingly, we may not be able to resolve in our favor any issues which arise or we may have to provide financial or other inducements to our joint venture partners to obtain such favorable resolution.

Our equity investment in each of our unconsolidated joint ventures is subject to impairment testing in the event of certain triggering events, such as a change in market conditions or events at properties held by those joint ventures.  If the fair value of our equity investment is less than our net book value on an other than temporary basis, an impairment charge is required to be recognized under generally accepted accounting principles.  Refer to Note 6 of the notes to the consolidated financial statements for further information related to our equity investments.

Market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control.

Changes in control of our investments could result from events such as amendments to our real estate joint venture and partnership agreements, changes in debt guarantees or changes in ownership due to required capital contributions.  Any changes in control will result in the revaluation of our investments to fair value, which could lead to impairment.  We are unable to predict whether, or to what extent, a change in control may occur or what the impact of adverse market and economic conditions might be to our partners.

Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.

Our redevelopment activities generally call for a capital commitment and project scope greater than that required to lease vacant space.  To the extent a significant amount of construction is required, we are susceptible to risks such as permitting, cost overruns and timing delays as a result of the lack of availability of materials and labor, the failure of tenants to commit or fulfill their commitments, weather conditions and other factors outside of our control.  Any substantial unanticipated delays or expenses would adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.

Investing Risks

We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.

We compete with many other entities for the acquisition of shopping centers and land suitable for new developments, including other REITs, private institutional investors and other owner-operators of shopping centers.  In particular, larger REITs may enjoy competitive advantages that result from, among other things, a lower cost of capital.  These competitors may increase the market prices we would have to pay in order to acquire properties.  If we are unable to acquire properties that meet our criteria at prices we deem reasonable, our ability to grow will be adversely affected.

Commercial real estate investments are relatively illiquid, which could hamper our ability to dispose of properties that no longer meet our investment criteria or respond to adverse changes in the performance of our properties.

Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited because real estate investments are relatively illiquid.  The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond

7





our control.  We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us.  We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property.  We may be required to expend funds to correct defects or to make improvements before a property can be sold.  Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.

We are seeking to develop new properties, an activity that has inherent risks including cost overruns related to entitling land, improving the site, constructing buildings, and leasing new space.

We are seeking to develop and construct retail properties at several land parcels we own.  Our development and construction activities are subject to the following risks:

The pre-construction phase for a development project typically extends over several years, and the time to obtain anchor commitments, zoning and regulatory approvals and financing can vary significantly from project to project;
We may not be able to obtain the necessary zoning or other governmental approvals for a project, or we may determine that the expected return on a project is not sufficient.  If we abandon our development activities with respect to a particular project, we may incur an impairment loss on our investment;
Construction and other project costs may exceed our original estimates because of increases in material and labor costs, delays and costs to obtain anchor and other tenant commitments;
We may not be able to obtain financing for construction;
Occupancy rates and rents at a completed project may not meet our projections; and
The time frame required for development, construction and lease-up of these properties means that we may have to wait years for a significant cash return.
If any of these events occur, our development activities may have an adverse effect on our results of operations, including additional impairment provisions.  For a detailed discussion of development projects, refer to Notes 3 and 6 of the notes to the consolidated financial statements.

Financing Risks
Increases in interest rates may affect the cost of our variable-rate borrowings, our ability to refinance maturing debt, and the cost of any such refinancings.

As of December 31, 2016, we had nine interest rate swap agreements in effect for an aggregate notional amount of $210.0 million converting our floating rate corporate debt to fixed rate debt. In addition we have entered into one forward starting interest rate swap agreements for an aggregate notional amount of $60.0 million. After accounting for these interest rate swap agreements, we had $114.1 million of variable rate debt outstanding, net of deferred financing costs.  Increases in interest rates on our existing indebtedness would increase our interest expense, which would adversely affect our cash flow and our ability to distribute cash to our shareholders.  For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2016 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $1.1 million annually.  Interest rate increases could also constrain our ability to refinance maturing debt because lenders may reduce their advance rates in order to maintain debt service coverage ratios.

We have no corporate debt limitations.

Our management and Board of Trustees (“Board”) have discretion to increase the amount of our outstanding debt at any time.  Subject to existing financial covenants, we could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our cash flow and the amount available for distribution to our shareholders.  If we increase our debt, we may also increase the risk of default on our debt.

Our debt must be refinanced upon maturity, which makes us reliant on the capital markets on an ongoing basis.

We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our debt at maturity.  Instead, we expect to refinance our debt by raising equity, debt or other capital prior to the time that it matures.  As of December 31, 2016, we had $1.0 billion of outstanding indebtedness, net of deferred financing costs, including $1.1 million of capital lease obligations.

8





The availability and price of capital can vary significantly.  If we seek to refinance maturing debt when capital market conditions are restrictive, we may find capital scarce, costly or unavailable.  Refinancing debt at a higher cost would affect our operating results and cash available for distribution.  The failure to refinance our debt at maturity would result in default and the exercise by our lenders of the remedies available to them, including foreclosure and, in the case of recourse debt, liability for unpaid amounts.

Our mortgage debt exposes us to the risk of loss of property, which could adversely affect our financial condition.

As of December 31, 2016, we had $160.7 million of mortgage debt, net of unamortized deferred financing costs, encumbering our properties.  A default on any of our mortgage debt may result in foreclosure actions by lenders and ultimately our loss of the mortgaged property.  We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.  For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage.  If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.

Financial covenants may restrict our operating, investing or financing activities, which may adversely impact our financial condition and operating results.

The financial covenants contained in our mortgages and debt agreements reduce our flexibility in conducting our operations and create a risk of default on our debt if we cannot continue to satisfy them.  The mortgages on our properties contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage.  In addition, if we breach covenants in our debt agreements, the lender can declare a default and require us to repay the debt immediately and, if the debt is secured, can ultimately take possession of the property securing the loan.

Our outstanding line of credit contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including limitations on the maximum ratio of total liabilities to assets, the minimum fixed charge coverage and the minimum tangible net worth.  Our ability to borrow under our line of credit is subject to compliance with these financial and other covenants.  We rely on our ability to borrow under our line of credit to finance acquisition, development and redevelopment activities and for working capital.  If we are unable to borrow under our line of credit, our financial condition and results of operations would be adversely impacted.

Because we must distribute a substantial portion of our income annually in order to maintain our REIT status, we may not retain sufficient cash from operations to fund our investing needs.

As a REIT, we are subject to annual distribution requirements under the Code.  In general, we must distribute at least 90% of our REIT taxable income annually, excluding net capital gains, to our shareholders to maintain our REIT status.  We intend to make distributions to our shareholders to comply with the requirements of the Code.
 
Differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement.  In addition, the distribution requirement reduces the amount of cash we retain for use in funding our capital requirements and our growth.  As a result, we have historically funded our acquisition, development and redevelopment activities by any of the following:  selling assets that no longer meet our investment criteria; selling common shares and preferred shares; borrowing from financial institutions; and entering into joint venture transactions with third parties.  Our failure to obtain funds from these sources could limit our ability to grow, which could have a material adverse effect on the value of our securities.

9





There may be future dilution of our common shares

Our Declaration of Trust authorizes our Board to, among other things, issue additional common or preferred shares, or securities convertible or exchangeable into equity securities, without shareholder approval.  We may issue such additional equity or convertible securities to raise additional capital.  The issuance of any additional common or preferred shares or convertible securities could be dilutive to holders of our common shares.  Moreover, to the extent that we issue restricted shares, options or warrants to purchase our common shares in the future and those options or warrants are exercised or the restricted shares vest, our shareholders may experience further dilution.  Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.

There were 327,543 shares of unvested restricted common shares and options to purchase 57,140 common shares outstanding at December 31, 2016.

Corporate Risks

The price of our common shares may fluctuate significantly.

The market price of our common shares fluctuates based upon numerous factors, many of which are outside of our control.  A decline in our share price, whether related to our operating results or not, may constrain our ability to raise equity in pursuit of our business objectives.  In addition, a decline in price may affect the perceptions of lenders, tenants or others with whom we transact.  Such parties may withdraw from doing business with us as a result.  An inability to raise capital at a suitable cost or at any cost, or to do business with certain tenants or other parties, would affect our operations and financial condition.

Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.

We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes.  Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, shareholder ownership and other requirements on a continuing basis.  Our ability to satisfy the asset requirements depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination and for which we will not obtain independent appraisals.  In addition, our compliance with the REIT income and asset requirements depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis.  Moreover, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements.  Accordingly, there can be no assurance that the Internal Revenue Service (“IRS”) will not contend that our interests in subsidiaries or other issuers constitute a violation of the REIT requirements.  Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT.

If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates and distributions to shareholders would not be deductible by us in computing our taxable income.  Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of and trading prices for, our common shares.  Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Even as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes.

Even as a REIT, we may be subject to federal income and excise taxes in various situations, such as if we fail to distribute all of our REIT taxable income. We also will be required to pay a 100% tax on non-arm’s length transactions between us and our TRSs and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course of business. Additionally, we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business.  The state and local tax laws may not conform to the federal income tax treatment.  Any taxes imposed on us would reduce our operating cash flow and net income.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Treasury Department.  Changes to tax laws, which may have retroactive application, could adversely affect our shareholders or us.  We cannot predict how changes in tax laws might affect our shareholders or us.

10






We are party to litigation in the ordinary course of business, and an unfavorable court ruling could have a negative effect on us.

We are the defendant in a number of claims brought by various parties against us.  Although we intend to exercise due care and consideration in all aspects of our business, it is possible additional claims could be made against us.  We maintain insurance coverage including general liability coverage to help protect us in the event a claim is awarded; however, some claims may be uninsured.  In the event that claims against us are successful and uninsured or underinsured, or we elect to settle claims that we determine are in our interest to settle, our operating results and cash flow could be adversely impacted.  In addition, an increase in claims and/or payments could result in higher insurance premiums, which could also adversely affect our operating results and cash flow.

We are subject to various environmental laws and regulations which govern our operations and which may result in potential liability.

Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such environmental laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.

In connection with ownership (direct or indirect), operation, management and development of real properties, we have the potential to be liable for remediation, releases or injury. In addition, environmental laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance.  Several of our properties have or may contain ACMs or underground storage tanks; however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.

Our business and operations would suffer in the event of system failures or cyber security attacks.

We rely upon information technology network and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage and support a variety of business processes and activities. Despite the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, telecommunication failures and cyber security attacks, such as computer viruses or unauthorized access. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions. Risks that could result from a cyber incident include operational interruption, damage to our relationships with tenants and private data disclosures including, personally identifiable, confidential or proprietary information. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business.

Restrictions on the ownership of our common shares are in place to preserve our REIT status.

Our Declaration of Trust restricts ownership by any one shareholder to no more than 9.8% of our outstanding common shares, subject to certain exceptions granted by our Board.  The ownership limit is intended to ensure that we maintain our REIT status

11





given that the Code imposes certain limitations on the ownership of the stock of a REIT.  Not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly by five or fewer individuals (as defined in the Code) during the last half of any taxable year.  If an individual or entity were found to own constructively more than 9.8% in value of our outstanding shares, then any excess shares would be transferred by operation of our Declaration of Trust to a charitable trust, which would sell such shares for the benefit of the shareholder in accordance with procedures specified in our Declaration of Trust.

The ownership limit may discourage a change in control, may discourage tender offers for our common shares and may limit the opportunities for our shareholders to receive a premium for their shares.  Upon due consideration, our Board previously has granted limited exceptions to this restriction for certain shareholders who requested an increase in their ownership limit.  However, the Board has no obligation to grant such limited exceptions in the future.
Certain anti-takeover provisions of our Declaration of Trust and Bylaws may inhibit a change of our control.

Certain provisions contained in our Declaration of Trust and Bylaws and the Maryland General Corporation Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us. These provisions and actions may delay, deter or prevent a change in control or the removal of existing management. These provisions and actions also may delay or prevent the shareholders from receiving a premium for their common shares of beneficial interest over then-prevailing market prices.

These provisions and actions include:

the REIT ownership limit described above;
authorization of the issuance of our preferred shares of beneficial interest with powers, preferences or rights to be determined by our Board;
special meetings of our shareholders may be called only by the chairman of our Board, the president, one-third of the Trustees, or the secretary upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting;
a two-thirds shareholder vote is required to approve some amendments to our Declaration of Trust;
our Bylaws contain advance-notice requirements for proposals to be presented at shareholder meetings; and
our Board, without the approval of our shareholders, may from time to time (i) amend our Declaration of Trust to increase or decrease the aggregate number of shares of beneficial interest, or the number of shares of beneficial interest of any class, that we have authority to issue, and (ii) reclassify any unissued shares of beneficial interest into one or more classes or series of shares of beneficial interest.
In addition, the Trust, by Board action, may elect to be subject to certain provisions of the Maryland General Corporation Law that inhibit takeovers such as the provision that permits the Board by way of resolution to classify itself, notwithstanding any provision our Declaration of Trust or Bylaws.

Certain officers and trustees may have potential conflicts of interests with respect to properties contributed to the Operating Partnership in exchange for OP Units.

Certain of our officers and members of our Board of Trustees own OP Units obtained in exchange for contributions of their partnership interests in properties to the Operating Partnership.  By virtue of this exchange, these individuals may have been able to defer some, if not all, of the income tax liability they could have incurred if they sold the properties for cash.  As a result, these individuals may have potential conflicts of interest with respect to these properties, such as sales or refinancings that might result in federal income tax consequences.

Our success depends on key personnel whose continued service is not guaranteed.

We depend on the efforts and expertise of our senior management team to manage our day-to-day operations and strategic business direction. While we have retention and severance agreements with certain members of our executive management team that provide for certain payments in the event of a change of control or termination without cause, we do not have employment agreements with all of the members of our executive management team. Therefore, we cannot guarantee their continued service. The loss of their services, and our inability to find suitable replacements, could have an adverse effect on our operations.

12






Changes in accounting standards may adversely impact our financial results.

The Financial Accounting Standards Board, in conjunction with the SEC, has several projects on its agenda, as well as recently issued updates that could impact how we currently account for material transactions, including lease accounting and revenue. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact the lease accounting and revenue standards may have on the presentation of our consolidated financial statements, results of operations and financial ratios required by our debt covenants.
Item 1B.  Unresolved Staff Comments.
None.

13






Item 2.  Properties
 
As of December 31, 2016, we owned and managed a portfolio of 67 shopping centers with approximately 15.0 million square feet ("SF") of GLA.  Our wholly-owned properties consist of 65 shopping centers comprising approximately 14.5 million SF. 
Property Name
 
Location City
 
State
Ownership %
 
Year Built / Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Colorado [3]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Front Range Village
 
Fort Collins
 
CO
100
%
 
2008/2014/NA
 
459,307

 
83.3
%
 
$
20.81

 
Charming Charlie, Cost Plus World Markets, DSW, Microsoft Corporation, Party City, Sprouts Farmers Market, Staples, Toys "R" Us, Ulta Beauty, (Fort Collins Library), (Lowes), (Target)
Harvest Junction North
 
Longmont
 
CO
100
%
 
2006/2012/NA
 
188,758

 
100.0
%
 
16.91

 
Best Buy, Dick's Sporting Goods, Dollar Tree, DSW Shoe Warehouse, Staples
Harvest Junction South
 
Longmont
 
CO
100
%
 
2006/2012/NA
 
177,030

 
98.1
%
 
15.44

 
Bed Bath & Beyond, Marshalls, Michaels, Petco, Ross Dress for Less, (Lowe's)
Florida [15]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Coral Creek Shops
 
Coconut Creek
 
FL
100
%
 
1992/2002/NA
 
109,312

 
96.0
%
 
17.88

 
Publix
Cypress Point
 
Clearwater
 
FL
100
%
 
1983/2007/NA
 
167,280

 
95.3
%
 
12.56

 
Burlington Coat Factory, The Fresh Market
Lakeland Park Center
 
Lakeland
 
FL
100
%
 
2014/NA/NA
 
210,422

 
99.5
%
 
13.46

 
Dick's Sporting Goods, Floor & Décor, Ross Dress for Less
Marketplace of Delray
 
Delray Beach
 
FL
100
%
 
1981/2005/2010
 
241,715

 
94.5
%
 
15.17

 
Office Depot, Ross Dress for Less, Winn-Dixie
Mission Bay Plaza
 
Boca Raton
 
FL
100
%
 
1989/2004/NA
 
259,306

 
87.6
%
 
25.81

 
Dick's Sporting Goods, The Fresh Market, LA Fitness, OfficeMax
Parkway Shops
 
Jacksonville
 
FL
100
%
 
2013/2011/NA
 
144,114

 
100.0
%
 
11.20

 
Dick's Sporting Goods, Hobby Lobby, Marshalls
River City Marketplace
 
Jacksonville
 
FL
100
%
 
2005/2005/NA
 
557,087

 
99.7
%
 
17.71

 
Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Gander Mountain, Hollywood Theaters, Michaels, PetSmart, Ross Dress for Less, (Lowe's), (Wal-Mart Supercenter)
Rivertowne Square
 
Deerfield Beach
 
FL
100
%
 
1980/1998/2010
 
146,666

 
90.5
%
 
10.43

 
Bealls, Winn-Dixie
Shoppes of Lakeland
 
Lakeland
 
FL
100
%
 
1985/1996/NA
 
183,702

 
100.0
%
 
12.78

 
Ashley Furniture HomeStore, Michaels, Staples, T.J. Maxx, (Target)
The Crossroads
 
Royal Palm Beach
 
FL
100
%
 
1988/2002/NA
 
121,509

 
90.9
%
 
16.60

 
Publix
Treasure Coast Commons
 
Jensen Beach
 
FL
100
%
 
1996/2004/NA
 
91,656

 
100.0
%
 
7.71

 
Barnes & Noble, Dick's Sporting Goods, OfficeMax
Village Lakes Shopping Center
 
Land O' Lakes
 
FL
100
%
 
1987/1997/NA
 
166,485

 
96.8
%
 
8.49

 
Bealls Outlet, Marshalls, Ross Dress for Less
Village Plaza
 
Lakeland
 
FL
100
%
 
1989/2004/NA
 
158,956

 
99.1
%
 
12.04

 
Big Lots, Hobby Lobby

14





Property Name
 
Location City
 
State
Ownership %
 
Year Built /Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Vista Plaza
 
Jensen Beach
 
FL
100
%
 
1998/2004/NA
 
109,761

 
100.0
%
 
$
14.02

 
Bed Bath & Beyond, Michaels, Total Wine & More
West Broward Shopping Center
 
Plantation
 
FL
100
%
 
1965/2005/NA
 
152,973

 
99.1
%
 
11.58

 
Badcock, DD's Discounts
Georgia [3]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Holcomb Center
 
Alpharetta
 
GA
100
%
 
1997/2004/NA
 
106,003

 
72.3
%
 
12.77

 
Studio Movie Grill
Peachtree Hill
 
Duluth
 
GA
100
%
 
1986/2007/NA
 
154,700

 
96.1
%
 
13.39

 
Kroger, LA Fitness
Promenade at Pleasant Hill
 
Duluth
 
GA
100
%
 
1993/2004/NA
 
261,808

 
95.5
%
 
9.81

 
K1 Speed, LA Fitness, Publix
Illinois [5]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deer Grove Centre
 
Palatine
 
IL
100
%
 
1997/2013/2013
 
237,644

 
87.0
%
 
10.13

 
Aldi(4), Hobby Lobby, Ross Dress for Less, T.J. Maxx, (Target)
Liberty Square
 
Wauconda
 
IL
100
%
 
1987/2010/2008
 
107,427

 
82.4
%
 
13.44

 
Jewel-Osco
Market Plaza
 
Glen Ellyn
 
IL
100
%
 
1965/2007/2009
 
166,634

 
95.5
%
 
15.69

 
Jewel-Osco, Ross Dress for Less
Mount Prospect Plaza
 
Mount Prospect
 
IL
100
%
 
1962/2013/2013
 
300,682

 
92.8
%
 
12.21

 
Aldi, LA Fitness, Marshalls, Ross Dress for Less, Walgreens
Rolling Meadows Shopping Center
 
Rolling Meadows
 
IL
100
%
 
1956/2008/1995
 
134,012

 
91.9
%
 
11.58

 
Jewel-Osco, Northwest Community Hospital
Indiana [1]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Merchants' Square
 
Carmel
 
IN
100
%
 
1970/2010/2014
 
246,630

 
74.4
%
 
13.45

 
Flix Brewhouse, Planet Fitness
Kentucky [1]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Buttermilk Towne Center
 
Crescent Springs
 
KY
100
%
 
2005/2014/NA
 
277,533

 
100.0
%
 
9.57

 
Field & Stream, Home Depot, LA Fitness, Remke Market
Maryland [1]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crofton Centre
 
Crofton
 
MD
100
%
 
1974/1996/NA
 
252,230

 
97.2
%
 
7.83

 
Gold's Gym, Kmart, Shoppers Food Warehouse
Michigan [19]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clinton Pointe
 
Clinton Township
 
MI
100
%
 
1992/2003/NA
 
135,330

 
66.1
%
 
10.40

 
OfficeMax, (Target)
Clinton Valley
 
Sterling Heights
 
MI
100
%
 
1977/1996/2009
 
205,435

 
91.2
%
 
13.20

 
DSW Shoe Warehouse, Hobby Lobby, Office Depot
Gaines Marketplace
 
Gaines Township
 
MI
100
%
 
2004/2004/NA
 
60,576

 
100.0
%
 
15.98

 
Staples, (Target), (Meijer)
Hoover Eleven
 
Warren
 
MI
100
%
 
1989/2003/NA
 
280,719

 
83.5
%
 
11.28

 
Dunham's, Kroger, Marshalls
Hunter's Square
 
Farmington Hills
 
MI
100
%
 
1988/2005/NA
 
353,951

 
100.0
%
 
16.74

 
Bed Bath & Beyond, buybuy Baby, DSW Shoe Warehouse (4), Marshalls, Saks Fifth Avenue , T.J. Maxx
Jackson Crossing
 
Jackson
 
MI
100
%
 
1967/1996/2002
 
419,770

 
92.3
%
 
12.01

 
Bed Bath & Beyond, Best Buy, Jackson 10 Theater, Kohl's, Shoe Carnival, T.J. Maxx, Toys "R" Us, (Sears), (Target)
Jackson West
 
Jackson
 
MI
100
%
 
1996/1996/1999
 
209,800

 
100.0
%
 
8.03

 
 Lowe's, Michaels, OfficeMax
Millennium Park
 
Livonia
 
MI
100
%
 
2000/2005/NA
 
273,029

 
100.0
%
 
15.31

 
Home Depot, Marshalls, Michaels,(Costco), (Meijer)

15





Property Name
 
Location City
 
State
Ownership %
 
Year Built /Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
New Towne Plaza
 
Canton Township
 
MI
100
%
 
1975/1996/2005
 
193,446

 
100.0
%
 
$
11.88

 
DSW Shoe Warehouse, Jo-Ann, Kohl's
Oak Brook Square
 
Flint
 
MI
100
%
 
1982/1996/2008
 
152,073

 
96.1
%
 
9.57

 
Hobby Lobby, T.J. Maxx
Roseville Towne Center
 
Roseville
 
MI
100
%
 
1963/1996/2004
 
76,998

 
98.3
%
 
13.57

 
Marshalls, (Wal-Mart)
Southfield Plaza
 
Southfield
 
MI
100
%
 
1969/1996/2003
 
190,099

 
98.9
%
 
8.90

 
Big Lots, Burlington Coat Factory, Forman Mills
Tel-Twelve
 
Southfield
 
MI
100
%
 
1968/1996/2005
 
523,411

 
99.2
%
 
11.17

 
Best Buy, DSW Shoe Warehouse, Lowe's, Meijer, Michaels, Office Depot, PetSmart
The Auburn Mile 1
 
Auburn Hills
 
MI
100
%
 
2000/1999/NA
 
90,553

 
100.0
%
 
11.59

 
Jo-Ann, Staples, (Best Buy), (Costco), (Meijer), (Target)
The Shops at Old Orchard
 
West Bloomfield
 
MI
100
%
 
1972/2007/2011
 
96,768

 
100.0
%
 
18.46

 
Plum Market
Troy Marketplace
 
Troy
 
MI
100
%
 
200/2005/2010
 
217,754

 
100.0
%
 
17.24

 
Airtime, Golfsmith, LA Fitness, Nordstrom Rack, PetSmart, (REI)
West Oaks I Shopping Center
 
Novi
 
MI
100
%
 
1979/1996/2004
 
284,973

 
100.0
%
 
14.54

 
Gander Mountain, Nordstrom Rack, Old Navy, Petco, Rally House, The Container Store, (Home Goods), (Michaels)
West Oaks II Shopping Center
 
Novi
 
MI
100
%
 
1986/1996/2000
 
167,954

 
98.4
%
 
17.97

 
Jo-Ann, Marshalls, (Art Van), (ABC Warehouse), (Bed Bath & Beyond), (Kohl's), (Toys "R" Us), (Value City Furniture)
Winchester Center
 
Rochester Hills
 
MI
100
%
 
1980/2005/NA
 
320,134

 
100.0
%
 
11.61

 
Bed Bath & Beyond, Dick's Sporting Goods, Marshalls, Michaels, Party City, PetSmart, Stein Mart
Minnesota [2]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Centennial Shops
 
Edina
 
MN
100
%
 
2008/2016/NA
 
85,206

 
100.0
%
 
31.28

 
Pinstripes, The Container Store, West Elm
Woodbury Lakes
 
Woodbury
 
MN
100
%
 
2005/2014/NA
 
306,336

 
87.2
%
 
21.91

 
DSW, Michaels, (Trader Joe's)
Missouri [4]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Central Plaza
 
Ballwin
 
MO
100
%
 
1970/2012/2012
 
166,431

 
92.3
%
 
12.26

 
buybuy Baby, Jo-Ann, OfficeMax, Ross Dress for Less
Deer Creek Shopping Center
 
Maplewood
 
MO
100
%
 
1975/2013/2013
 
208,122

 
94.6
%
 
10.34

 
buybuy Baby, State of Missouri, Marshalls, Ross Dress for Less
Heritage Place
 
Creve Coeur
 
MO
100
%
 
1989/2011/2005
 
269,105

 
97.9
%
 
13.94

 
Dierbergs Markets, Marshalls, Office Depot, T.J. Maxx
Town & Country Crossing
 
Town & Country
 
MO
100
%
 
2008/2011/2011
 
176,830

 
95.0
%
 
23.80

 
HomeGoods(5), Starbucks, Stein Mart, Whole Foods Market, (Target)
Ohio [7]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridgewater Falls
 
Hamilton
 
OH
100
%
 
2005/2014/NA
 
503,293

 
94.2
%
 
14.30

 
Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Five Below (5), J.C. Penney, Michaels, PetSmart, T.J. Maxx, (Target)
Crossroads Centre
 
Rossford
 
OH
100
%
 
2001/2001/NA
 
344,045

 
93.7
%
 
9.43

 
Giant Eagle (3), Home Depot, Michaels, T.J. Maxx, (Target)

16





Property Name
 
Location City
 
State
Ownership %
 
Year Built /Acquired / Redeveloped
 
Total GLA

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Deerfield Towne Center
 
Mason
 
OH
100
%
 
2004/2013/2013
 
463,246

 
88.4
%
 
$
20.30

 
Ashley Furniture HomeStore, Bed Bath & Beyond, buybuy Baby, Crunch Fitness Dick's Sporting Goods, Five Below (5), Regal Cinemas, Whole Foods Market
Olentangy Plaza
 
Columbus
 
OH
100
%
 
1981/2007/1997
 
253,204

 
94.9
%
 
10.67

 
Eurolife Furniture, Marshalls, Micro Center, Tuesday Morning
Rossford Pointe
 
Rossford
 
OH
100
%
 
2006/2005/NA
 
47,477

 
100.0
%
 
10.83

 
MC Sporting Goods, PetSmart
Spring Meadows Place
 
Holland
 
OH
100
%
 
1987/1996/2005
 
314,514

 
94.7
%
 
11.29

 
Ashley Furniture HomeStore, Big Lots, DSW, Guitar Center, HomeGoods (5), Michaels, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Sam's Club), (Target), (Wal-Mart)
The Shops on Lane Avenue
 
Upper Arlington
 
OH
100
%
 
1952/2007/2004
 
171,550

 
96.8
%
 
22.65

 
Bed Bath & Beyond, Whole Foods Market
Wisconsin [4]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East Town Plaza
 
Madison
 
WI
100
%
 
1992/2000/2000
 
208,472

 
84.2
%
 
10.11

 
Burlington Coat Factory, Jo-Ann, Marshalls, (Shopko), (Babies "R" Us)
Nagawaukee Center
 
Delafield
 
WI
100
%
 
1994/2012-13/NA
 
220,083

 
99.0
%
 
14.65

 
HomeGoods(5), Kohl's, Marshalls, Sierra Trading Post(5), (Sentry Foods)
The Shoppes at Fox River
 
Waukesha
 
WI
100
%
 
2009/2010/2011
 
276,642

 
100.0
%
 
14.50

 
Hobby Lobby, Pick 'n Save, Ross Dress for Less, T.J. Maxx, (Target)
West Allis Towne Centre
 
West Allis
 
WI
100
%
 
1987/1996/2011
 
326,265

 
94.8
%
 
9.09

 
Burlington Coat Factory, Kmart, Ross Dress for Less, Xperience Fitness
CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE
 
14,484,936

 
94.4
%
 
$
13.93

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JOINT VENTURE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
Nora Plaza
 
Marion
 
IN
7
%
 
1958/2007/2002
 
139,753

 
94.3
%
 
$
14.11

 
Marshalls, Whole Foods Market, (Target)
Martin Square
 
Martin
 
FL
30
%
 
1981/2005/NA
 
330,134

 
85.3
%
 
6.73

 
Home Depot, Old Time Pottery, Paradise Home & Patio, Staples
Total/Average
 
 
 
 
 
 
 
 
469,887

 
88.0
%
 
$
9.09

 
 
CONSOLIDATED AND JV PORTFOLIO TOTAL / AVERAGE
 
14,954,823

 
94.2
%
 
$
13.78

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Footnotes
(1)  Average base rent per leased SF is calculated based on annual minimum contractual base rent pursuant to the tenant lease, excluding percentage rent, recovery income from tenants, and is net of tenant concessions. Percentage rent and recovery income from tenants is presented separately in our consolidated statements of operations and comprehensive income (loss) statement.
(2) Anchor tenant is defined as any tenant leasing 10,000 square feet or more. Tenants in parenthesis represent non-company owned GLA.
(3)  Tenant closed - lease obligated.
(4) Space delivered to tenant.
(5) Space leased to tenant.  

Our leases for tenant space under 10,000 square feet generally have terms ranging from three to five years.  Tenant leases greater than or equal to 10,000 square feet generally have lease terms of five years or longer, and are considered anchor leases.  Many of the anchor leases contain provisions allowing the tenant the option of extending the lease term at expiration at contracted rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent.  The majority of our leases provide for monthly payment of base rent in advance, percentage rent based on the tenant’s sales

17





volume, reimbursement of the tenant’s allocable real estate taxes, insurance and common area maintenance (“CAM”) expenses and reimbursement for utility costs if not directly metered.
Major Tenants
The following table sets forth as of December 31, 2016 the GLA, of our existing properties leased to tenants for our wholly owned properties portfolio: 
 
Type of Tenant
Annualized Base Rent

 
% of Total Annualized Base Rent

 
GLA (2)

 
% of Total GLA (2)

 
Anchor (1)
$
109,422,914

 
58.1
%
 
10,249,524

 
70.8
%
 
Retail (non-anchor)
78,970,769

 
41.9
%
 
4,235,412

 
29.2
%
 
Total
$
188,393,683

 
100.0
%
 
14,484,936

 
100.0
%
 
 
 
 
 
 
 
 
 
(1) Anchor tenant is defined as any tenant leasing 10,000 square feet or more.
(2) GLA owned directly by us or our unconsolidated joint ventures.

18





The following table depicts, as of December 31, 2016, information regarding leases with the 25 largest retail tenants (in terms of annualized base rent) for our wholly owned properties portfolio: 
 
Tenant Name
 
Credit Rating S&P/Moody's (1)
 
Number of Leases

 
GLA

 
% of Total GLA

 
Total Annualized Base Rent

 
Annualized Base Rent PSF

 
% of Annualized Base Rent

 
TJX Companies (2)
 
A+/A2
 
25

 
779,770

 
5.4
%
 
$
7,598,049

 
$
9.74

 
4.0
%
 
Bed Bath & Beyond (3)
 
BBB+/Baa1
 
16

 
466,700

 
3.2
%
 
5,297,844

 
11.35

 
2.8
%
 
Dick's Sporting Goods (4)
 
--/--
 
9

 
443,277

 
3.1
%
 
4,885,410

 
11.02

 
2.6
%
 
LA Fitness
 
B+/B2
 
6

 
245,521

 
1.7
%
 
4,501,820

 
18.34

 
2.4
%
 
Home Depot
 
A/A2
 
3

 
354,295

 
2.5
%
 
3,375,725

 
9.53

 
1.8
%
 
Office Depot (5)
 
--/B1
 
11

 
262,801

 
1.8
%
 
3,310,871

 
12.60

 
1.8
%
 
DSW Designer Shoe Warehouse
 
--/--
 
10

 
193,829

 
1.3
%
 
3,266,248

 
16.85

 
1.7
%
 
Michaels Stores
 
B+/Ba2
 
12

 
273,800

 
1.9
%
 
3,198,491

 
11.68

 
1.7
%
 
Ascena Retail (6)
 
BB-/Ba2
 
29

 
162,384

 
1.1
%
 
3,191,443

 
19.65

 
1.7
%
 
PetSmart
 
B+/--
 
10

 
208,863

 
1.4
%
 
3,132,281

 
15.00

 
1.7
%
 
ULTA Salon
 
--/--
 
13

 
134,684

 
0.9
%
 
3,054,741

 
22.68

 
1.6
%
 
Ross Stores (7)
 
A-/A3
 
13

 
332,052

 
2.3
%
 
2,996,969

 
9.03

 
1.6
%
 
Regal Cinemas
 
B+/B1
 
2

 
119,080

 
0.8
%
 
2,853,269

 
23.96

 
1.5
%
 
Dollar Tree
 
BB+/Ba2
 
24

 
253,243

 
1.8
%
 
2,516,631

 
9.94

 
1.3
%
 
Best Buy
 
BBB-/Baa1
 
5

 
165,309

 
1.1
%
 
2,467,745

 
14.93

 
1.3
%
 
Jo-Ann Fabric and Craft Stores
 
B/Caa1
 
6

 
198,947

 
1.4
%
 
2,429,479

 
12.21

 
1.3
%
 
Whole Foods
 
BBB-/Baa3
 
3

 
118,879

 
0.8
%
 
2,342,617

 
19.71

 
1.2
%
 
Hobby Lobby
 
--/--
 
6

 
330,096

 
2.3
%
 
2,324,634

 
7.04

 
1.2
%
 
Burlington Coat Factory
 
BB-/--
 
4

 
277,315

 
1.9
%
 
2,285,421

 
8.24

 
1.2
%
 
Petco (8)
 
B/--
 
9

 
128,427

 
0.9
%
 
2,119,266

 
16.50

 
1.1
%
 
Gander Mountain
 
--/--
 
2

 
142,354

 
1.0
%
 
1,994,898

 
14.01

 
1.1
%
 
Kohl's
 
BBB-/Baa2
 
5

 
276,497

 
1.9
%
 
1,984,330

 
7.18

 
1.1
%
 
Lowe's Home Centers
 
A-/A3
 
2

 
270,394

 
1.9
%
 
1,962,450

 
7.26

 
1.0
%
 
Gap, Inc. (9)
 
BB+/Baa2
 
8

 
116,575

 
0.8
%
 
1,901,136

 
16.31

 
1.0
%
 
Staples
 
BBB-/Baa2
 
7

 
137,618

 
0.9
%
 
1,773,276

 
12.89

 
1.0
%
 
Sub-Total top 25 tenants
 
 
 
240

 
6,392,710

 
44.1
%
 
$
76,765,044

 
$
12.01

 
40.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining tenants
 
 
 
1,255

 
7,135,943

 
49.3
%
 
111,628,639

 
15.64

 
59.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-Total all tenants
 
 
1,495

 
13,528,653

 
93.4
%
 
188,393,683

 
$
13.93

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leased / Vacant
 
 
 
225

 
956,283

 
6.6
%
 
 N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total including vacant
 
 
 
1,720

 
14,484,936

 
100.0
%
 
$
188,393,683

 
 N/A

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Source: Latest Company filings, as of December 31, 2016, per CreditRiskMonitor.
(2) Marshalls (15) / TJ Maxx (10)
(3) Bed Bath & Beyond (9) / Buy Buy Baby (5) / Cost Plus World Market (2)
(4) Dick's Sporting Goods (8) / Field & Stream (1)
(5) OfficeMax (7) / Office Depot (4)
(6) Ann Taylor (3) / Catherine's (3) / Dress Barn (6) / Justice (5) / Lane Bryant (6) / Maurice's (6)
(7) Ross Dress for Less (12) / DD's Discounts (1)
(8) Petco (8) / Unleashed (1)
(9) Old Navy (5) / Gap (2) / Banana Republic / (1)

19





Lease Expirations

The following tables set forth a schedule of lease expirations, for our wholly owned portfolio, for the next ten years and thereafter, assuming that no renewal options are exercised:
 
ALL TENANTS 
Expiring Leases As of December 31, 2016
Year
 
Number of Leases

 
GLA (1)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
(3) 
 
35

 
90,998

 
$
18.01

 
$
1,639,114

 
0.9
%
2017
 
184

 
852,296

 
15.49

 
13,205,813

 
7.0
%
2018
 
245

 
1,201,121

 
16.69

 
20,052,631

 
10.6
%
2019
 
195

 
1,322,814

 
14.63

 
19,352,220

 
10.3
%
2020
 
183

 
1,493,847

 
13.09

 
19,553,610

 
10.4
%
2021
 
224

 
2,020,262

 
13.57

 
27,407,701

 
14.5
%
2022
 
107

 
1,315,621

 
13.10

 
17,235,133

 
9.1
%
2023
 
77

 
1,268,968

 
13.01

 
16,506,262

 
8.8
%
2024
 
51

 
612,441

 
13.08

 
8,013,018

 
4.3
%
2025
 
48

 
776,462

 
13.81

 
10,721,333

 
5.7
%
2026
 
65

 
957,323

 
14.79

 
14,159,183

 
7.5
%
2027+
 
81

 
1,616,500

 
12.71

 
20,547,665

 
10.9
%
Sub-Total
 
1,495

 
13,528,653

 
$
13.93

 
$
188,393,683

 
100.0
%
Leased (4)
 
16

 
147,298

 
 N/A

 
 N/A

 
N/A

Vacant
 
209

 
808,985

 
 N/A

 
 N/A

 
N/A

Total
 
1,720

 
14,484,936

 
$
13.93

 
$
188,393,683

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 

 ANCHOR TENANTS (greater than or equal to 10,000 square feet) 
Expiring Anchor Leases As of December 31, 2016
Year
 
Number of Leases

 
GLA (1)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
2017
 
21

 
434,435

 
$
11.15

 
$
4,844,194

 
4.4
%
2018
 
27

 
623,171

 
11.78

 
7,343,891

 
6.7
%
2019
 
30

 
786,893

 
10.24

 
8,059,546

 
7.4
%
2020
 
34

 
1,038,452

 
9.67

 
10,046,510

 
9.2
%
2021
 
55

 
1,538,517

 
10.94

 
16,824,171

 
15.4
%
2022
 
37

 
1,069,525

 
11.23

 
12,015,594

 
11.0
%
2023
 
30

 
1,028,300

 
11.15

 
11,460,472

 
10.5
%
2024
 
17

 
482,655

 
11.00

 
5,310,537

 
4.9
%
2025
 
19

 
632,791

 
11.86

 
7,504,344

 
6.9
%
2026
 
17

 
783,791

 
12.37

 
9,698,856

 
8.9
%
2027+
 
37

 
1,440,466

 
11.33

 
16,314,799

 
14.7
%
Sub-Total
 
324

 
9,858,996

 
$
11.10

 
$
109,422,914

 
100.0
%
Leased (4)
 
4

 
78,113

 
 N/A

 
N/A

 
 N/A

Vacant
 
17

 
312,415

 
 N/A

 
 N/A

 
 N/A

Total
 
345

 
10,249,524

 
$
11.10

 
$
109,422,914

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent is based upon rents currently in place.
(3) Tenants currently under month to month lease or in the process of renewal.
(4) Lease has been executed, but space has not yet been delivered.

20





NON-ANCHOR TENANTS (less than 10,000 square feet)
 
 
Expiring Non-Anchor Leases As of December 31, 2016
 
 
Year
 
Number of Leases

 
GLA (1)

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
 
 
(per square foot)
 
 
 
 
 
 
(3) 
 
35

 
90,998

 
$
18.01

 
$
1,639,114

 
2.1
%
 
 
2017
 
163

 
417,861

 
20.01

 
8,361,619

 
10.6
%
 
 
2018
 
218

 
577,950

 
21.99

 
12,708,740

 
16.1
%
 
 
2019
 
165

 
535,921

 
21.07

 
11,292,674

 
14.3
%
 
 
2020
 
149

 
455,395

 
20.88

 
9,507,101

 
12.0
%
 
 
2021
 
169

 
481,745

 
21.97

 
10,583,530

 
13.4
%
 
 
2022
 
70

 
246,096

 
21.21

 
5,219,538

 
6.6
%
 
 
2023
 
47

 
240,668

 
20.97

 
5,045,790

 
6.4
%
 
 
2024
 
34

 
129,786

 
20.82

 
2,702,480

 
3.4
%
 
 
2025
 
29

 
143,671

 
22.39

 
3,216,989

 
4.1
%
 
 
2026
 
48

 
173,532

 
25.70

 
4,460,327

 
5.6
%
 
 
2027+
 
44

 
176,034

 
24.05

 
4,232,867

 
5.4
%
 
 
Sub-Total
 
1,171

 
3,669,657

 
$
21.52

 
$
78,970,769

 
100.0
%
 
 
Leased (4)
 
12

 
69,185

 
 N/A

 
 N/A

 
 N/A

 
 
Vacant
 
192

 
496,570

 
 N/A

 
 N/A

 
 N/A

 
 
Total
 
1,375

 
4,235,412

 
$
21.52

 
$
78,970,769

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent is based upon rents currently in place.
(3) Tenants currently under month to month lease or in the process of renewal.
(4) Lease has been executed, but space has not yet been delivered.

Land Available for Development and/or Sale
 
At December 31, 2016, our three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. We closed on the sale of 3.18 acres at Lakeland Park Center in the fourth quarter of 2016 for the development of a health club. At Hartland Towne Square, we are under contract to sell 7.5 acres for the development of a theater with certain due diligence contingencies unresolved at year-end. . The remaining future phases at those projects are in pre-development. We estimate that if we proceed with the development of the projects, up to approximately 510,000 square feet of GLA could be developed, excluding various outparcels of land. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

Our development and construction activities are subject to risks and uncertainties such as our inability to obtain the necessary governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development, or our change in plan or scope for the development.  If any of these events occur, we may record an impairment provision.

During 2016, we recorded an impairment provision of $1.0 million.  We recorded impairment provisions of $2.5 million and $23.3 million in 2015 and 2014, respectively, related to developable land that we decided to market for sale. Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for a further information related to impairment provisions.

Insurance

Our tenants are generally responsible under their leases for providing adequate insurance on the spaces they lease. In addition we believe our properties are adequately covered by commercial general liability, fire, flood, terrorism, environmental, and where necessary, hurricane and windstorm insurance coverages, which are all provided by reputable companies, with commercially reasonable exclusions, deductibles and limits.

21






Item 3. Legal Proceedings
 
We are currently involved in certain litigation arising in the ordinary course of business.
Item 4. Mine Safety Disclosures

Not Applicable

22





PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”.  On February 16, 2017, the closing price of our common shares on the NYSE was $16.13.

Shareholder Return Performance Graph

The following line graph sets forth the cumulative total return on a $100 investment (assuming the reinvestment of dividends) in each of our common shares, the NAREIT Equity Index, and the S&P 500 Index for the period December 31, 2011 through December 31, 2016.  The stock price performance shown is not necessarily indicative of future price performance.

rpt-1231201_chartx02307.jpg

 The following table depicts high/low closing prices and dividends declared per share for each quarter in 2016 and 2015:
 
Stock Price
 
 
 
Quarter Ended
High
 
Low
 
Dividends
 
December 31, 2016
$
18.44

 
$
16.18

 
$
0.22000

(1) 
September 30, 2016
$
20.19

 
$
17.80

 
$
0.22000

 
June 30, 2016
$
19.61

 
$
17.35

 
$
0.21000

 
March 31, 2016
$
18.03

 
$
15.98

 
$
0.21000

 
 
 
 
 
 
 
 
December 31, 2015
$
17.11

 
$
15.07

 
$
0.21000

(2) 
September 30, 2015
$
17.24

 
$
14.84

 
$
0.21000

 
June 30, 2015
$
19.02

 
$
16.32

 
$
0.20000

 
March 31, 2015
$
20.04

 
$
18.04

 
$
0.20000

 
 
 
 
 
 
 
 
(1)  Paid on January 3, 2017
(2)  Paid on January 4, 2016

23





Holders
 
The number of holders of record of our common shares was 1,324 at February 16, 2017.  A substantially greater number of holders are beneficial owners whose shares of record are held by banks, brokers and other financial institutions.
Dividends
 
Under the Code, a REIT must meet requirements, including a requirement that it distribute to its shareholders at least 90% of its REIT taxable income annually, excluding net capital gain.  Distributions paid by us are at the discretion of our Board and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code and such other factors as the Board deems relevant.

Distributions on our 7.25% Series D Cumulative Convertible Perpetual Preferred Shares declared in 2016 totaled $3.625 per share.  We do not believe that the preferential rights available to the holders of our preferred shares or the financial covenants contained in our debt agreements had or will have an adverse effect on our ability to pay dividends in the normal course of business to our common shareholders or to distribute amounts necessary to maintain our qualification as a REIT.

For information on our equity compensation plans as of December 31, 2016, refer to Item 12 of Part III of this report and Note 15 of the notes to the consolidated financial statements for further information regarding our share-based compensation and other benefit plans.



24





Item 6. Selected Financial Data
 
The following table sets forth our selected consolidated financial data and should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included elsewhere in this report.