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EX-10.8 - EXHIBIT 10.8 - RPT Realtyrpt-12312017_ex108.htm
EX-32.2 - EXHIBIT 32.2 - RPT Realtyrpt-12312017_ex322.htm
EX-32.1 - EXHIBIT 32.1 - RPT Realtyrpt-12312017_ex321.htm
EX-31.2 - EXHIBIT 31.2 - RPT Realtyrpt-12312017_ex312.htm
EX-31.1 - EXHIBIT 31.1 - RPT Realtyrpt-12312017_ex311.htm
EX-23.1 - EXHIBIT 23.1 - RPT Realtyrpt-12312017_ex231.htm
EX-21.1 - EXHIBIT 21.1 - RPT Realtyrpt-12312017_ex211.htm
EX-12.1 - EXHIBIT 12.1 - RPT Realtyrpt-12312017_ex121.htm
EX-10.1 - EXHIBIT 10.1 - RPT Realtyrpt-12312017_ex101.htm
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, 2017
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, 2017) was $1,010,192,369. As of February 15, 2018 there were outstanding 79,375,669 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual meeting of shareholders to be held in 2018 are 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 premier, national publicly-traded shopping center real estate investment trust (REIT) based in Farmington Hills, Michigan. The Company’s primary business is the ownership and management of regional town centers and urban-infill properties in key growth sub-markets in the 40 largest metropolitan markets in the United States.  Our target submarkets are affluent communities where our centers can offer value, variety, convenience, entertainment, and an experience for the consumer.

As of December 31, 2017, our property portfolio consisted of 56 wholly-owned shopping centers comprised of approximately 13.5 million square feet.  We also have ownership interests of 7%, 20%, 30%, and 30% in four joint ventures. Our joint ventures are reported using the equity method of accounting.  We earn fees from certain of 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 the sole 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, 2017, we owned approximately 97.7% of the Operating Partnership.  The interests of the limited partners are reflected as noncontrolling interests in our financial statements and the limited partners 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.


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Business Objectives, Strategies and Significant Transactions

Our business objective is to own and manage market dominant 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, equity and operating cash flow 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 regional town centers and urban-infill properties that include national chain store tenants, market leading supermarket tenants, as well as a strong line-up of smaller national retailers to optimize the overall merchandise mix. Our centers also include entertainment components, including theaters, fitness centers and restaurants, which, in addition to supermarkets, are daily drivers of consumer traffic at our properties.  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, Aldi, and Sprouts.  Theater, fitness and restaurant tenants include, among others, Regal Cinema, LA Fitness, Starbucks, Panera, and Rusty Bucket. 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, Atlanta, and Minneapolis - St. Paul.

We also own land which is available for development or sale.  At December 31, 2017, the three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. 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 2017, our consolidated properties reported the following leasing activity:
 
Leasing Transactions

Square Footage

 Base Rent/SF (1)

Prior Rent/SF(2)

Tenant Improvements/SF(3)

Leasing Commissions/SF

Renewals
162

949,579

$
16.12

$
15.00

$
0.66

$
0.15

New Leases - Comparable
24

123,618

19.38

16.42

23.84

4.15

New Leases - Non-Comparable (4)
51

287,877

12.40

N/A

35.73

5.01

Total
237

1,361,074

$
15.63

N/A

$
10.18

$
1.54

 
 
 
 
 
 
 
(1) Base rent/sf (square foot) represents contractual minimum rent under the new lease for the first 12 months of the term.
(2) Prior rent represents minimum rent, if any, paid by the prior tenant in the final 12 months of the term.
(3) Includes tenant improvement cost, tenant allowances, and landlord costs. Excludes first generation space and new leases related to development and redevelopment activity.
(4) 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.

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Investing Strategies and Significant Transactions

Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions, developments, and redevelopments.  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 February 2017, we acquired Providence Marketplace, a 632,000 square foot shopping center in Mt. Juliet, Tennessee and Webster Place, a 135,000 square foot shopping center in Chicago, Illinois for $115.1 million and $53.2 million, respectively. In addition, we sold eleven shopping centers and several land outparcels for gross proceeds of $229.0 million. Refer to Note 4 for additional information related to acquisitions and dispositions.

At December 31, 2017, we had seven redevelopment, expansion or re-anchoring projects in process with an anticipated cost of $73.7 million, of which $33.9 million remained to be invested. Completion dates are anticipated throughout 2018.

Financing Strategies and Significant Transactions

Our financing objective is to maintain a strong and flexible balance sheet 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 2017, we amended and restated our $350.0 million unsecured revolving credit facility that extended the maturity date from October 2018 to September 2021, we amended and repriced our $75.0 million term loan due in 2021 by reducing the interest rate 35 basis points, we issued $75.0 million in senior unsecured notes in three tranches with a weighted average interest rate of 4.46%, and we repaid $49.2 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, 2017, 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, 2017 we had net debt to total market capitalization of 43.5% as compared to 41.0%, at December 31, 2016.  At December 31, 2017 and 2016 we had $318.7 million and $263.5 million, respectively, available to draw under our unsecured revolving line of credit, subject to compliance with applicable covenants.

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, 2017, we had 122 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

A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.

In recent periods, sales by online retailers such as Amazon have increased, and many retailers operating brick and mortar stores have made online sales a vital piece of their businesses. Although many of the retailers operating in our properties sell groceries and other necessity-based soft goods or provide services, including entertainment and dining options, the shift to online shopping may cause declines in brick and mortar sales generated by certain of our tenants and/or may cause certain of our tenants to reduce the size or number of their retail locations in the future. As a result, our cash flow, financial condition and results of operations could be adversely affected.

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.  As of December 31, 2017, our wholly-owned properties located in Michigan and Florida accounted for approximately 20%, and 21%, respectively, of our annualized base rent. As of December 31, 2016, Michigan and Florida accounted for approximately 28% 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.

Increasing sales through non-retail channels and 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 tenants 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. 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.  

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, 2017, we received 41.5% of our combined annualized base rents from our top 25 tenants, including our top five tenants:  TJ Maxx/Marshalls (4.6%), Dicks Sporting Goods (3.6%). Bed Bath & Beyond (2.9%), Regal Cinemas (2.7%) and LA Fitness (2.5%). No other tenant represented more than 2.0% of our total annualized base rent.  The credit risk posed by our major tenants varies.

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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.  
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

6





charge is taken.  We recorded an impairment provision of $9.4 million in 2017 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.
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, 2017, we had interests in unconsolidated joint ventures that collectively own three shopping centers.  Although we manage certain properties owned by these joint ventures, we do not control the decisions for any of 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.

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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 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, 2017, 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 agreement for an aggregate notional amount of $60.0 million. After accounting for these interest rate swap agreements, we had $58.1 million of variable rate debt outstanding, net of deferred financing costs at December 31, 2017.  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, 2017 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $0.6 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.

8






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, 2017, we had $1.0 billion of outstanding indebtedness, net of deferred financing costs, including $1.0 million of capital lease obligations. The availability, price and duration 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, 2017, we had $120.9 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.

We must distribute a substantial portion of our income annually in order to maintain our REIT status, and as a result 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 412,195 shares of unvested restricted common shares outstanding at December 31, 2017.

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 given that the Code imposes certain limitations on the ownership of the stock of a REIT.  Not more than 50% in value of our

11





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.

Our Chief Executive Officer may have potential conflicts of interests with respect to properties contributed to the Operating Partnership in exchange for OP Units.

Our Chief Executive Officer owns OP Units obtained in exchange for contributions of his partnership interests in properties to the Operating Partnership.  By virtue of this exchange, he may have been able to defer some, if not all, of the income tax liability he could have incurred if the properties were sold for cash.  As a result, he 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. 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 standard may have on the presentation of our consolidated financial statements, results of operations and financial ratios required by our debt covenants.

U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate. 
Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which generally takes effect for taxable years beginning on or after January 1, 2018 (subject to certain exceptions), makes many significant changes to the federal income tax laws that will profoundly impact the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes will impact us and our shareholders in various ways, some of which are adverse or potentially adverse compared to prior law. To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require guidance. It is highly likely that technical corrections legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. In addition, while certain elements of tax reform legislation would not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our shopping centers and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate.
Other legislative proposals could be enacted in the future that could affect REITs and their shareholders. Prospective investors are urged to consult their tax advisors regarding the effect of H.R. 1 and any other potential tax law changes on an investment in our common stock.
We may have to borrow funds or sell assets to meet our distribution requirements.  
Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some that which actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the Internal Revenue Service. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.
Liquidation of our assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below.
Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20%, and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years beginning on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduces the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to

13





qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.
Item 1B.  Unresolved Staff Comments.
None.

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Item 2.  Properties
 
As of December 31, 2017, we owned and managed a portfolio of 59 shopping centers with approximately 14.3 million square feet ("SF") of GLA.  Our wholly-owned properties consist of 56 shopping centers comprising approximately 13.5 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)
Atlanta [MSA Rank 9]
 
 
 
 
 
 
 
 
 
 
 
 
 
Holcomb Center
 
Alpharetta
 
GA
100
%
 
1997/2004/NA
 
106,143

 
84.2
%
 
$
12.80

 
Aspire Fitness(4), Studio Movie Grill
Peachtree Hill
 
Duluth
 
GA
100
%
 
1986/2007/NA
 
154,700

 
97.1
%
 
13.56

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

 
96.1
%
 
9.97

 
K1 Speed, LA Fitness, Publix
Baltimore [MSA Rank 21]
 
 
 
 
 
 
 
 
 
 
 
 
 
Crofton Centre
 
Crofton
 
MD
100
%
 
1974/1996/NA
 
252,230

 
98.5
%
 
8.50

 
Gold's Gym, Kmart, Shoppers Food Warehouse
Chicago [MSA Rank 3]
 
 
 
 
 
 
 
 
 
 
 
 
 
Deer Grove Centre
 
Palatine
 
IL
100
%
 
1997/2013/2013
 
237,644

 
87.0
%
 
10.29

 
Aldi, Hobby Lobby, Ross Dress for Less, T.J. Maxx, (Target)
Market Plaza
 
Glen Ellyn
 
IL
100
%
 
1965/2007/2009
 
166,572

 
96.2
%
 
15.96

 
Jewel-Osco, Ross Dress for Less
Mount Prospect Plaza
 
Mount Prospect
 
IL
100
%
 
1962/2013/2013
 
227,785

 
88.3
%
 
14.94

 
Aldi, LA Fitness, Marshalls, Ross Dress for Less, (Walgreens)
Webster Place
 
Lincoln Park
 
IL
100
%
 
1987/2017/NA
 
134,918

 
95.0
%
 
25.23

 
Barnes & Noble, Regal Cinema, Webster Place Athletic Club
Cincinnati [MSA Rank 28]
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridgewater Falls
 
Hamilton
 
OH
100
%
 
2005/2014/NA
 
503,366

 
92.5
%
 
14.52

 
Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Five Below, J.C. Penney, Michaels, PetSmart, T.J. Maxx, (Target)
Buttermilk Towne Center
 
Crescent Springs
 
KY
100
%
 
2005/2014/NA
 
290,033

 
100.0
%
 
10.07

 
Field & Stream, Home Depot, LA Fitness, Petco, Remke Market
Deerfield Towne Center
 
Mason
 
OH
100
%
 
2004/2013/2013
 
464,772

 
89.2
%
 
20.35

 
Ashley Furniture HomeStore, Bed Bath & Beyond, buybuy Baby, Crunch Fitness Dick's Sporting Goods, Five Below, Regal Cinemas, Whole Foods Market
Columbus [MSA Rank 33]
 
 
 
 
 
 
 
 
 
 
 
 
 
Olentangy Plaza
 
Columbus
 
OH
100
%
 
1981/2007/1997
 
253,204

 
87.3
%
 
12.02

 
Aveda Institute Columbus, Eurolife Furniture, Marshalls, Micro Center, Tuesday Morning
The Shops on Lane Avenue
 
Upper Arlington
 
OH
100
%
 
1952/2007/2004
 
173,938

 
94.9
%
 
23.81

 
Bed Bath & Beyond, Whole Foods Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

15





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

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Denver [MSA Rank 19]
 
 
 
 
 
 
 
 
 
 
 
 
 
Front Range Village
 
Fort Collins
 
CO
100
%
 
2008/2014/NA
 
459,515

 
80.8
%
 
21.42

 
Charming Charlie, Cost Plus World Market, 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
%
 
17.50

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

 
100.0
%
 
16.38

 
Bed Bath & Beyond, Marshalls, Michaels, Petco, Ross Dress for Less, (Lowe's)
Detroit [MSA Rank 14]
 
 
 
 
 
 
 
 
 
 
 
 
 
Clinton Pointe
 
Clinton Township
 
MI
100
%
 
1992/2003/NA
 
135,450

 
97.6
%
 
10.46

 
Gibralter Trade Center (5), OfficeMax, T.J. Maxx (5), (Target)
Hunter's Square
 
Farmington Hills
 
MI
100
%
 
1988/2005/NA
 
352,772

 
99.0
%
 
16.97

 
Bed Bath & Beyond, buybuy Baby, DSW Shoe Warehouse , Old Navy, Marshalls, Saks Fifth Avenue Off 5th, T.J. Maxx
Southfield Plaza
 
Southfield
 
MI
100
%
 
1969/1996/2003
 
190,099

 
98.1
%
 
9.29

 
Big Lots, Burlington Coat Factory, Forman Mills
Tel-Twelve
 
Southfield
 
MI
100
%
 
1968/1996/2005
 
523,392

 
100.0
%
 
11.49

 
Best Buy, DSW Shoe Warehouse, Lowe's, Meijer, Michaels, Office Depot, PetSmart
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
%
 
2000/2005/2010
 
217,754

 
100.0
%
 
17.32

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

 
100.0
%
 
13.46

 
Gardner White Furniture (4), 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

 
94.8
%
 
17.79

 
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

 
92.9
%
 
12.08

 
Bed Bath & Beyond, Dick's Sporting Goods, Marshalls, Michaels, Party City, PetSmart, Stein Mart
Indianapolis [MSA Rank 34]
 
 
 
 
 
 
 
 
 
 
 
 
 
Merchants' Square
 
Carmel
 
IN
100
%
 
1970/2010/2014
 
246,630

 
86.6
%
 
12.80

 
American Ninja Warriors (5), Flix Brewhouse, Planet Fitness
Jacksonville [MSA Rank 40]
 
 
 
 
 
 
 
 
 
 
 
 
 
Parkway Shops
 
Jacksonville
 
FL
100
%
 
2013/2011/NA
 
144,114

 
100.0
%
 
11.22

 
Dick's Sporting Goods, Hobby Lobby, Marshalls, (Wal-Mart Supercenter)
River City Marketplace
 
Jacksonville
 
FL
100
%
 
2005/2005/NA
 
562,998

 
84.8
%
 
18.98

 
Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Hollywood Theaters, Michaels, PetSmart, Ross Dress for Less, (Lowe's), (Wal-Mart Supercenter)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

16





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

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Miami [MSA Rank 8]
 
 
 
 
 
 
 
 
 
 
 
 
 
Coral Creek Shops
 
Coconut Creek
 
FL
100
%
 
1992/2002/NA
 
109,312

 
98.5
%
 
18.67

 
Publix
Marketplace of Delray
 
Delray Beach
 
FL
100
%
 
1981/2005/2010
 
241,715

 
95.3
%
 
15.39

 
Office Depot, Ross Dress for Less, Winn-Dixie
Mission Bay Plaza
 
Boca Raton
 
FL
100
%
 
1989/2004/NA
 
265,785

 
99.3
%
 
23.46

 
Dick's Sporting Goods, LA Fitness, OfficeMax, The Fresh Market, World of Décor (4)
Rivertowne Square
 
Deerfield Beach
 
FL
100
%
 
1980/1998/2010
 
146,666

 
92.0
%
 
10.59

 
Bealls, Winn-Dixie
The Crossroads
 
Royal Palm Beach
 
FL
100
%
 
1988/2002/NA
 
121,509

 
92.9
%
 
16.88

 
Publix
West Broward Shopping Center
 
Plantation
 
FL
100
%
 
1965/2005/NA
 
152,973

 
92.9
%
 
10.94

 
Badcock, DD's Discounts, Save-A-Lot
Milwaukee [MSA Rank 39]
 
 
 
 
 
 
 
 
 
 
 
 
 
Nagawaukee Center
 
Delafield
 
WI
100
%
 
1994/2012-13/NA
 
220,083

 
100.0
%
 
14.83

 
HomeGoods, Kohl's, Marshalls, Sierra Trading Post, (Sentry Foods)
The Shoppes at Fox River
 
Waukesha
 
WI
100
%
 
2009/2010/2011
 
335,511

 
85.5
%
 
15.31

 
Hobby Lobby, Old Navy (5), Pick 'n Save, Ross Dress for Less, T.J. Maxx, (Target)
West Allis Towne Centre
 
West Allis
 
WI
100
%
 
1987/1996/2011
 
326,223

 
83.6
%
 
10.72

 
Burlington Coat Factory, Five Below, Hobby Lobby (5), Ross Dress for Less, Xperience Fitness
Minneapolis [MSA Rank 16]
 
 
 
 
 
 
 
 
 
 
 
 
 
Centennial Shops
 
Edina
 
MN
100
%
 
2008/2016/NA
 
85,206

 
100.0
%
 
38.27

 
Pinstripes, The Container Store, West Elm
Woodbury Lakes
 
Woodbury
 
MN
100
%
 
2005/2014/NA
 
307,273

 
87.4
%
 
21.80

 
DSW, Michaels, (Trader Joe's)
Nashville [MSA Rank 36]
 
 
 
 
 
 
 
 
 
 
 
 
 
Providence Marketplace
 
Mt. Juliet
 
TN
100
%
 
2006/2017/NA
 
632,081

 
98.4
%
 
13.13

 
Belk, Best Buy, Books A Million, Dick's Sporting Goods, J C Penney, JoAnn Fabrics, Old Navy, PetSmart, Regal Cinema, Ross Dress for Less, Staples, T.J. Maxx/HomeGoods, (Kroger), (Target)
St. Louis [MSA Rank 20]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Central Plaza
 
Ballwin
 
MO
100
%
 
1970/2012/2012
 
166,431

 
80.3
%
 
13.09

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

 
86.3
%
 
10.55

 
buybuy Baby, GFS, State of Missouri, Marshalls, Ross Dress for Less
Heritage Place
 
Creve Coeur
 
MO
100
%
 
1989/2011/2005
 
269,127

 
97.9
%
 
14.64

 
Dierbergs Markets, Marshalls, Office Depot, T.J. Maxx
Town & Country Crossing
 
Town & Country
 
MO
100
%
 
2008/2011/2011
 
185,080

 
96.2
%
 
23.00

 
HomeGoods, Starbucks, Stein Mart, Whole Foods Market, (Target)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

17





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

 
% Leased

 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Tampa [MSA Rank 18]
 
 
 
 
 
 
 
 
 
 
 
 
 
Cypress Point
 
Clearwater
 
FL
100
%
 
1983/2007/NA
 
167,280

 
95.2
%
 
12.90

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

 
100.0
%
 
13.88

 
Dick's Sporting Goods, Floor & Décor, Ross Dress for Less, (Target)
Shoppes of Lakeland
 
Lakeland
 
FL
100
%
 
1985/1996/NA
 
183,702

 
100.0
%
 
13.02

 
Ashley Furniture HomeStore, Michaels, Staples, T.J. Maxx, (Target)
Village Lakes Shopping Center
 
Land O' Lakes
 
FL
100
%
 
1987/1997/NA
 
166,485

 
99.2
%
 
9.66

 
Bealls Outlet, Marshalls, Ross Dress for Less
Properties Not in Top 40 MSA's
 
 
 
 
 
 
 
 
 
 
 
 
 
Crossroads Centre
 
Rossford
 
OH
100
%
 
2001/2001/NA
 
344,025

 
92.6
%
 
9.90

 
Giant Eagle (3), Home Depot, Michaels, T.J. Maxx, (Target)
East Town Plaza
 
Madison
 
WI
100
%
 
1992/2000/2000
 
208,472

 
84.2
%
 
10.38

 
Burlington Coat Factory, Jo-Ann, Marshalls, (Shopko), (Babies "R" Us)
Jackson Crossing
 
Jackson
 
MI
100
%
 
1967/1996/2002
 
419,770

 
87.4
%
 
12.20

 
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
%
 
8.06

 
GFS, Lowe's, Michaels, OfficeMax
Rossford Pointe
 
Rossford
 
OH
100
%
 
2006/2005/NA
 
47,477

 
100.0
%
 
8.93

 
Fin Feather Fur (4), PetSmart
Spring Meadows Place
 
Holland
 
OH
100
%
 
1987/1996/2005
 
314,514

 
90.6
%
 
11.01

 
Ashley Furniture HomeStore, Big Lots, DSW, Guitar Center, HomeGoods, Michaels, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Sam's Club), (Target), (Wal-Mart)
Treasure Coast Commons
 
Jensen Beach
 
FL
100
%
 
1996/2004/NA
 
91,656

 
100.0
%
 
14.60

 
Barnes&Noble, Dick's Sporting Goods, OfficeMax
Vista Plaza
 
Jensen Beach
 
FL
100
%
 
1998/2004/NA
 
109,761

 
100.0
%
 
14.04

 
Bed Bath & Beyond, Michaels, Total Wine & More
CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE
 
13,541,915

 
93.3
%
 
$
14.63

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JOINT VENTURE PORTFOLIO
 
 
 
 
 
 
 
 
 
 
 
Nora Plaza
 
Marion
 
IN
7
%
 
1958/2007/2002
 
139,743

 
98.2
%
 
$
14.50

 
Marshalls, Whole Foods Market, (Target)
Millennium Park
 
Livonia
 
MI
30
%
 
2000/2005/NA
 
273,029

 
100.0
%
 
15.39

 
Home Depot, Marshalls, Michaels, (Costco), (Meijer)
Martin Square
 
Martin
 
FL
30
%
 
1981/2005/NA
 
330,134

 
77.9
%
 
6.66

 
Home Depot, Old Time Pottery, Staples
  Total / Average
 
 
 
 
 
 
 
 
742,906

 
89.8
%
 
$
11.85

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATED AND JV PORTFOLIO TOTAL / AVERAGE
 
14,284,821

 
93.1
%
 
$
14.49

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 and 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, not yet delivered.  


18





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 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, 2017 the GLA, of our 56 existing properties leased to tenants for our wholly owned properties portfolio: 
 
Type of Tenant
Annualized Base Rent

 
% of Total Annualized Base Rent

 
GLA

 
% of Total GLA

 
Anchor (1)
$
105,874,512

 
58.0
%
 
9,660,424

 
71.3
%
 
Retail (non-anchor)
76,824,556

 
42.0
%
 
3,881,491

 
28.7
%
 
Total
$
182,699,068

 
100.0
%
 
13,541,915

 
100.0
%
 
 
 
 
 
 
 
 
 
(1) Anchor tenant is defined as any tenant leasing 10,000 square feet or more.


19





The following table depicts, as of December 31, 2017, 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 Company Owned GLA

 
Total Annualized Base Rent

 
Annualized Base Rent PSF

 
% of Annualized Base Rent

 
TJX Companies (2)
 
A+/A2
 
26

 
814,958

 
6.0
%
 
$
8,341,936

 
$
10.24

 
4.6
%
 
Dick's Sporting Goods (3)
 
--/--
 
11

 
524,259

 
3.9
%
 
6,517,461

 
12.43

 
3.6
%
 
Bed Bath & Beyond (4)
 
BBB/Baa2
 
16

 
466,700

 
3.4
%
 
5,377,579

 
11.52

 
2.9
%
 
Regal Cinemas
 
BB-/B1
 
4

 
219,160

 
1.6
%
 
4,898,068

 
22.35

 
2.7
%
 
LA Fitness
 
B+/B2
 
6

 
252,000

 
1.9
%
 
4,598,913

 
18.25

 
2.5
%
 
Ross Stores (5)
 
A-/A3
 
14

 
362,219

 
2.7
%
 
3,320,457

 
9.17

 
1.8
%
 
PetSmart
 
CCC+/--
 
10

 
212,628

 
1.6
%
 
3,082,457

 
14.50

 
1.7
%
 
ULTA Salon
 
--/--
 
13

 
132,355

 
1.0
%
 
3,071,630

 
23.21

 
1.7
%
 
Michaels Stores
 
BB-/--
 
11

 
252,191

 
1.9
%
 
2,971,597

 
11.78

 
1.6
%
 
Best Buy
 
BBB-/Baa1
 
6

 
195,309

 
1.4
%
 
2,929,745

 
15.00

 
1.6
%
 
Office Depot (6)
 
B/B1
 
9

 
212,626

 
1.6
%
 
2,870,112

 
13.50

 
1.6
%
 
Ascena Retail (7)
 
B+/Ba3
 
26

 
140,642

 
1.0
%
 
2,762,300

 
19.64

 
1.5
%
 
DSW Designer Shoe Warehouse
 
--/--
 
8

 
149,865

 
1.1
%
 
2,632,296

 
17.56

 
1.4
%
 
Whole Foods
 
AA-/Baa1
 
3

 
118,879

 
0.9
%
 
2,342,617

 
19.71

 
1.3
%
 
Burlington Coat Factory
 
BB/--
 
4

 
277,315

 
2.0
%
 
2,330,322

 
8.40

 
1.3
%
 
Petco (8)
 
B/--
 
10

 
140,927

 
1.0
%
 
2,282,719

 
16.20

 
1.3
%
 
Gap, Inc. (9)
 
BB+/Baa2
 
9

 
131,458

 
1.0
%
 
2,165,698

 
16.47

 
1.2
%
 
Dollar Tree
 
BB+/Ba1
 
19

 
198,932

 
1.4
%
 
1,998,644

 
10.05

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

 
270,394

 
2.0
%
 
1,962,450

 
7.26

 
1.0
%
 
Jo-Ann Fabric and Craft Stores
 
B/B1
 
5

 
154,949

 
1.1
%
 
1,951,280

 
12.59

 
1.0
%
 
Staples
 
B+/B1
 
6

 
117,335

 
0.9
%
 
1,730,684

 
14.75

 
0.9
%
 
Panera Bread
 
--/--
 
11

 
57,401

 
0.4
%
 
1,477,075

 
25.73

 
0.8
%
 
Kohl's
 
BBB-/Baa2
 
3

 
185,375

 
1.4
%
 
1,441,537

 
7.78

 
0.8
%
 
Party City Corporation
 
--/--
 
7

 
90,261

 
0.7
%
 
1,398,071

 
15.49

 
0.8
%
 
Meijer
 
--/--
 
1

 
189,635

 
1.4
%
 
1,391,500

 
7.34

 
0.8
%
 
Sub-Total top 25 tenants
 
 
 
240

 
5,867,773

 
43.3
%
 
$
75,847,148

 
$
12.93

 
41.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remaining tenants
 
 
 
1,131

 
6,622,352

 
48.9
%
 
106,851,920

 
16.14

 
58.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sub-Total all tenants
 
 
1,371

 
12,490,125

 
92.2
%
 
182,699,068

 
$
14.63

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leased / Vacant
 
 
 
212

 
1,051,790

 
7.8
%
 
 N/A

 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total including vacant
 
 
 
1,583

 
13,541,915

 
100.0
%
 
$
182,699,068

 
 N/A

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) 
Source: Latest Company filings, as of December 31, 2017, per CreditRiskMonitor.
(2) 
Marshalls (12) / TJ Maxx (10) / HomeGoods (3) / Sierra Trading Post (1)
(3) 
Dick's Sporting Goods (10) / Field & Stream (1)
(4) 
Bed Bath & Beyond (9) / Buy Buy Baby (5) / Cost Plus World Market (2)
(5) 
Ross Dress for Less (13) / DD's Discounts (1)
(6) 
OfficeMax (6) / Office Depot (3)
(7) 
Ann Taylor (3) / Catherine's (3) / Dress Barn (4) / Justice (5) / Lane Bryant (6) / Maurice's (5)
(8) 
Petco (9) / Unleashed (1)
(9) 
Old Navy (6) / Gap (2) / Banana Republic / (1)

20





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, 2017
Year
 
Number of Leases

 
GLA

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
2018
 
177

 
766,111

 
$
18.18

 
$
13,973,636

 
7.6
%
2019
 
172

 
1,035,311

 
16.75

 
17,340,888

 
9.5
%
2020
 
173

 
1,356,759

 
13.47

 
18,276,306

 
10.0
%
2021
 
217

 
1,980,036

 
14.18

 
28,084,438

 
15.3
%
2022
 
189

 
1,508,231

 
15.21

 
22,937,926

 
12.5
%
2023
 
116

 
1,508,084

 
13.76

 
20,702,307

 
11.4
%
2024
 
53

 
679,100

 
12.55

 
8,522,548

 
4.7
%
2025
 
46

 
640,166

 
15.34

 
9,819,486

 
5.4
%
2026
 
60

 
966,821

 
13.11

 
12,676,700

 
6.9
%
2027
 
73

 
680,768

 
16.55

 
11,264,772

 
6.2
%
2028+
 
65

 
1,274,088

 
13.72

 
17,475,482

 
9.6
%
Tenants month to month
 
30

 
94,650

 
17.16

 
1,624,579

 
0.9
%
Sub-Total
 
1,371

 
12,490,125

 
$
14.63

 
$
182,699,068

 
100.0
%
Leased (2)
 
10

 
146,887

 
 N/A

 
 N/A

 
N/A

Vacant
 
202

 
904,903

 
 N/A

 
 N/A

 
N/A

Total
 
1,583

 
13,541,915

 
N/A

 
$
182,699,068

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 

 ANCHOR TENANTS (greater than or equal to 10,000 square feet) 
Expiring Anchor Leases As of December 31, 2017
Year
 
Number of Leases

 
GLA 

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
(per square foot)
 
 
 
 
2018
 
17

 
354,979

 
$
13.00

 
$
4,659,390

 
4.4
%
2019
 
22

 
546,438

 
12.23

 
6,680,326

 
6.3
%
2020
 
31

 
949,058

 
9.73

 
9,236,420

 
8.7
%
2021
 
54

 
1,522,990

 
11.44

 
17,417,561

 
16.5
%
2022
 
40

 
1,069,648

 
11.73

 
12,550,126

 
11.9
%
2023
 
39

 
1,211,004

 
11.48

 
13,853,353

 
13.1
%
2024
 
18

 
553,419

 
10.62

 
5,879,888

 
5.6
%
2025
 
18

 
505,669

 
13.26

 
6,702,950

 
6.3
%
2026
 
18

 
818,166

 
10.78

 
8,818,280

 
8.3
%
2027
 
20

 
477,544

 
13.42

 
6,406,739

 
6.1
%
2028+
 
26

 
1,130,939

 
11.99

 
13,556,928

 
12.7
%
Tenants month to month
 
1

 
12,665

 
8.89

 
112,551

 
0.1
%
Sub-Total
 
304

 
9,152,519

 
$
11.57

 
$
105,874,512

 
100.0
%
Leased (2)
 
6

 
131,995

 
 N/A

 
N/A

 
 N/A

Vacant
 
17

 
375,910

 
 N/A

 
 N/A

 
 N/A

Total
 
327

 
9,660,424

 
N/A

 
$
105,874,512

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where the space has not yet been delivered.

21





NON-ANCHOR TENANTS (less than 10,000 square feet)
 
 
Expiring Non-Anchor Leases As of December 31, 2017
 
 
Year
 
Number of Leases

 
GLA

 
Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 
% of Total Annualized
Base Rent

 
 
 
 
 
 
 
 
(per square foot)
 
 
 
 
 
 
2018
 
160

 
411,132

 
$
22.66

 
$
9,314,246

 
12.1
%
 
 
2019
 
150

 
488,873

 
21.81

 
10,660,562

 
13.9
%
 
 
2020
 
142

 
407,701

 
22.17

 
9,039,886

 
11.8
%
 
 
2021
 
163

 
457,046

 
23.34

 
10,666,877

 
13.9
%
 
 
2022
 
149

 
438,583

 
23.68

 
10,387,800

 
13.5
%
 
 
2023
 
77

 
297,080

 
23.05

 
6,848,954

 
8.9
%
 
 
2024
 
35

 
125,681

 
21.03

 
2,642,660

 
3.4
%
 
 
2025
 
28

 
134,497

 
23.17

 
3,116,536

 
4.1
%
 
 
2026
 
42

 
148,655

 
25.96

 
3,858,420

 
5.0
%
 
 
2027
 
53

 
203,224

 
23.90

 
4,858,033

 
6.3
%
 
 
2028+
 
39

 
143,149

 
27.37

 
3,918,554

 
5.1
%
 
 
Tenants month to month
 
29

 
81,985

 
18.44

 
1,512,028

 
2.0
%
 
 
Sub-Total
 
1,067

 
3,337,606

 
$
23.02

 
$
76,824,556

 
100.0
%
 
 
Leased (2)
 
4

 
14,892

 
 N/A

 
 N/A

 
 N/A

 
 
Vacant
 
185

 
528,993

 
 N/A

 
 N/A

 
 N/A

 
 
Total
 
1,256

 
3,881,491

 
N/A

 
$
76,824,556

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where the space has not yet been delivered.

Land Available for Development and/or Sale
 
At December 31, 2017, our three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. 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 2017, we recorded an impairment provision of $9.4 million related to income producing shopping centers and developable land.  We also recorded impairment provisions of $1.0 million and $2.5 million in 2016 and 2015, 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.

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Item 3. Legal Proceedin