2017 ANNUAL REPORT
Transforming Vision Into Reality RAMCO (NYSE:RPT) 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 dynamic town centers,
urban-infill properties, and neighborhood shopping centers
primarily located in 15 of the 40 largest metropolitan markets in
the United States. At December 31, 2017, the Company owned
interests in and managed a portfolio of 56 shopping centers,
and three joint venture properties. At December 31, 2017, the
Company’s consolidated portfolio was 93.3% leased. RAMCO
is a fully-integrated qualified REIT that is self-administered
and self-managed.
SELECTED FINANCIAL HIGHLIGHTS
Years Ended December 31,
2017
2016
2015
2014
2013
(Dollars in thousands, except per share amounts)
Total Revenues
Funds from Operations
Operating Funds from Operations
$ 265,082
$ 118,563
$ 119,583
$ 260,930
$ 118,683
$ 119,923
$ 251,790
$ 119,556
$ 117,800
$ 218,363
$ 77,574
$ 102,668
$ 170,068
$ 79,861
$ 77,571
Funds from Operations, Diluted Shares
Operating Funds from Operations, Diluted Shares
Cash Distributions Declared
$1.34
$1.36
$0.88
$1.35
$1.36
$0.86
$1.36
$1.34
$0.82
$0.95
$1.27
$0.78
$1.16
$1.13
$0.71
Total Assets
Mortgages and Notes Payable
Total Liabilities
Shareholders’ Equity
Wholly Owned Shopping Centers
JV Shopping Centers
Leased %
Leased %—Anchors
Leased %—Non-Anchors
Occupied %
$2,030,394
$ 999,215
$1,145,225
$ 885,169
$2,061,498
$1,021,223
$1,172,900
$ 888,598
$2,136,082
$1,083,711
$1,234,709
$ 904,466
$1,951,743
$ 917,658
$1,058,428
$ 896,408
$1,653,146
$ 746,661
$ 860,150
$ 796,089
56
3
93.3%
96.1%
86.4%
92.2%
65
2
94.4%
97.0%
88.2%
93.4%
71
3
94.6%
97.5%
87.5%
94.0%
68
13
94.6%
97.2%
88.5%
94.0%
67
14
94.6%
97.7%
89.5%
93.3%
BEST-IN-CLASS GROCERS:
RAMCO 2017 ANNUAL REPORT 1
DEAR SHAREHOLDERS,
2017 WAS A VERY INTERESTING YEAR IN
A NUMBER OF RESPECTS.
The Dow Jones Industrial Average grew by 25%.
The S&P and Nasdaq also had their best years since
2013. This booming stock market can be attributed to
resurgent economic growth, high corporate profits and
sweeping tax cuts. In addition, consumer confidence
soared to a 17-year high. All these factors were good
news for the macroeconomic environment.
Shopping center REIT shares, however, largely
underperformed the broader markets as the industry
was buffeted by a barrage of forecasts that there was
trouble brewing for bricks-and-mortar retailers as
well as the impact of retailer bankruptcies, the impact
of ecommerce and an evolving consumer mindset.
This challenging retail environment, provided the setting
for the development of our long-term business plan,
which envisions the future of retail in any economic
environment and anticipates those markets, property
types and merchandising preferences that will be viable
both now and in the future.
It is with this philosophy that we pursued and
accomplished a number of key objectives in 2017.
• First, we completed the strategic transformation
of our portfolio by selling $226 million of non-core
properties. In addition, we invested $168 million in two
shopping center acquisitions, Providence Marketplace,
a dynamic town center in suburban Nashville, and
Webster Place, an urban-infill destination in Chicago.
As of year-end, over two thirds of our shopping
center portfolio consisted of properties acquired
since 2011; and was predominantly composed of
dynamic town centers, urban-infill properties and
strategic neighborhood assets. These three property
types cater to both the needs and wants of the
consumers. In addition, we anticipated the risk to
big-box retailing, and at year-end, less than 10% of our
portfolio consisted of traditional power center assets.
• Second, we reduced our rental exposure in the state of
Michigan to 20%, from a high of 43% at the start of our
portfolio transformation. A major component of this
effort was to concentrate our Michigan properties in
the highly-desirable Oakland County, one of only 33
AAA-rated counties in the United States.
• Third, at the end of 2017, 90% of our total annualized
base rents were generated from properties located
in 15 of the country’s largest markets. In a review
of RAMCO’s markets against our peers, based on
Green Street’s proprietary “TAP” scoring—which
ranks income, population, density and buying
power—we rank 6th best in overall market strength
against comparable shopping center REITs.
“ This challenging retail environment,
provided the setting for the development
of our long-term business plan, which
envisions the future of retail in any economic
environment and anticipates those
markets, property types and merchandising
preferences that will be viable both now
and in the future.”
• Fourth, we maintained an active redevelopment
pipeline of $74 million that will produce an estimated
weighted average return on cost of between 9-10%,
which will add to our centers’ market dominance for
years to come. These redevelopment projects vary
in scope and size, however, each one promotes our
core operating strategy of adding Value, Variety,
Convenience, Experience and Entertainment (VVCE2)
to draw customers to our properties and creating trade
area loyalty. Continuously investing in our properties is
fundamental to our strategy. With an identified shadow
pipeline of $190 million, which will come on-line over the
next several years, we have a long runway for growth.
Notable projects in 2017 demonstrate the opportunities
that exist in our portfolio:
• Deerfield Towne Center in Mason (Cincinnati
MSA), Ohio—A densification and placemaking
transformation designed to cement the property
as the region’s Town Center with the right
BEST-IN-CLASS RESTAURANTS:
2 RAMCO 2017 ANNUAL REPORT
retailers, amenities and entertainment uses to draw
large crowds to the center throughout an 18-hour
day, thus driving tenant demand at the property and
generating rental rates on new leases in excess of
$22 per square foot compared to $18 per square
foot at the time of acquisition.
• Woodbury Lakes in Woodbury (Minneapolis/St. Paul
MSA), Minnesota—A $23 million lifestyle revitalization
project including the addition of a 44,000 square
foot Alamo Theater (the first in Minnesota) as well
as a relocated and expanded 20,000 square foot
H&M flagship store. Both retailers are serving as the
catalyst for attracting additional well-known national
retailers to this property and enticing local, high-quality
restaurants that will complement the new theater.
• Troy Marketplace in Troy (Detroit MSA),
Michigan—The creation of a streetside retail district
taking advantage of a superior location adjacent
to a heavily-traveled I-75 interchange (137,000 cars
per day). The new development features an eclectic
mix of food and retail uses which complements the
line-up of leading national anchors —Nordstrom Rack,
REI, and LA Fitness.
• Fifth, even in this challenging retail environment,
we maintained solid leasing velocity improving our
tenant line-up by signing 186 comparable leases
encompassing 1,073,197 square feet at a positive rental
spread of 8.8%, including 24 new leases with an average
base rent (ABR) of $19.38 per square foot and positive
rental spreads of 18.0% above prior tenant’s contractual
rents. Although we ended the year at a leased
occupancy rate of 93.3%, (due to a number of large
format retailer bankruptcies), our fourth quarter 2017
leasing momentum was better than the prior two years.
• Lastly, we continued to strengthen our balance sheet
by raising $75 million of low-cost, long-term debt at
an effective interest rate of 4.46%. We amended and
extended our $350 million line of credit. We attractively
repriced a $75 million term loan, and paid off two
mortgages totaling $36.7 million. We also lengthened
our average loan maturity date to 6.7 years, one of the
longest average terms amongst our peers.
BEST-IN-CLASS VALUE RETAILERS:
“ Each redevelopment
project promotes our core
operating strategy of
adding Value, Variety,
Convenience,
Experience and
Entertainment
(VVCE2) drawing
customers to
our properties
and creating
community
loyalty.”
As we enter 2018, I am encouraged by our Company’s
plans for the future. As many of you may know, I
announced my pending retirement as CEO at the end
of last year and will be transitioning out of my executive
positon sometime in 2018. As part of that transition, we
are moving forward with a re-branding initiative that
simplifies and enhances our corporate identity in-line with
the changes taking place at the Company as well as the
evolution of the retail environment. Our new look and
abbreviated name was previewed at our December 2017
Investor Day and is evident in the design of this Annual
Report. We believe the change to a more distinct name
represented by a striking word mark—RAMCO—reflects a
modern approach to our business.
As we continue to execute on our vision for the future
of retail, I am confident that our portfolio of high-quality
properties, skilled and experienced management team,
and our focused growth strategy will deliver value for
our shareholders in 2018 and in the future.
On behalf of the entire RAMCO team, I would like to thank
you for your support.
DENNIS GERSHENSON
President and Chief Executive Officer
RAMCO 2017 ANNUAL REPORT 3
OUR PHILOSOPHY
• Picking winning markets and asset types is critical to long-term success in an
ever-evolving retail landscape
• Investment in dynamic town centers, unique urban-infill properties and
strategic neighborhood centers
• Retail is undergoing a change where consumers place a premium on
convenience that caters to their 18-hour day
CONSUMERS ARE LOOKING FOR VALUE, VARIETY AND CONVENIENCE
VALUE—high-reward, differentiated
VARIETY—diverse merchandise mix, multiple retail categories
CONVENIENCE—instant demand, streamlined, user-friendly, easily accessible
CONSUMERS ARE LOOKING FOR AN EXPERIENCE AND TO BE
ENTERTAINED
EXPERIENCE—placemaking, personalized shopping, specialty retailers,
service-oriented
ENTERTAINMENT—theaters, restaurants, Community First events
OUR BUSINESS MODEL
H S U B M ARKETS
E T O P 4 0 MSAs
O W T
Y G R
IN T H
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VENIENCE,
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INVESTMENT STRATEGY
• Investing in key growth submarkets
in the top 40 MSAs
• Acquiring dynamic town centers and unique
urban-infill properties and strategic neighborhood
centers
• High-quality, low-risk centers that are flexible
in any retail environment
OPERATING STRATEGY
• Promoting value, variety, convenience, experience
and entertainment holistically across the portfolio
• Solid foundation for growth
• Executing on value-creation opportunities to
deliver sustainable same-center growth, healthy
rental spreads, high occupancy and consistent
increases in asset value
• Superior management and leasing platforms
CAPITAL STRATEGY
• Providing financial flexibility and a solid capital
structure to fund our business plan
• Maintaining a strong, unsecured balance sheet
• Limiting risk in any economic cycle
• Promoting liquidity to grow intelligently as
opportunities arise
4 RAMCO 2017 ANNUAL REPORT
ENVISIONING THE FUTURE OF RETAIL
PHYSICAL
EXPERIENTIAL
COMMUNITY BASED
SEAMLESS
DIGITAL
SOCIAL
VALUE-BRAND FOCUSED
WHY RAMCO —
MARKETS AND CENTERS
positioned to benefit in an
evolving retail landscape—
astute investments in key,
growing sub-markets with
growing populations and
strong household incomes—
dynamic town centers and
urban-infill environments
to deliver long-term value
appreciation
OPERATING STRATEGY
poised to deliver sustainable
same-center growth of
3.0%-4.5% to shareholders—
through cost containment,
ancillary revenue generation
and leasing discipline—
coupled with strategic value-
added redevelopments and
market-leading management
initiatives
BALANCE SHEET
MANAGEMENT designed to
provide funding flexibility and
ample liquidity that supports
future growth
UNIFIED TEAM reinforced
by a revitalized brand and
culture—committed to its
vision for the future and
catapulting RAMCO to the
top tier in its industry
RAMCO 2017 ANNUAL REPORT 5
STRONG MARKETS
91% of ABR in 15 of the Top 40 MSAs
Minneapolis—MSA Rank #16
Milwaukee—MSA Rank #39
Columbus—MSA Rank #33
Indianapolis—MSA Rank #34
Detroit—MSA Rank #14
Baltimore—
MSA Rank #21
St. Louis—
MSA Rank #20
Atlanta—
MSA Rank #9
Jacksonville—
MSA Rank #40
Tampa—
MSA Rank #18
Miami—
MSA Rank #8
STRONG SUBMARKET DEMOGRAPHICS
(within 5-mile trade area)
DENSE
Population
Number of Households
209,214
84,827
GROWING
Average Population
4.3%
Growth (2017-2022)
AFFLUENT
Average Household
Income
$92,138
Denver—MSA Rank #19
6 RAMCO 2017 ANNUAL REPORT
Milwaukee—MSA Rank #39
Columbus—MSA Rank #33
Indianapolis—MSA Rank #34
Chicago—MSA Rank #3
Detroit—MSA Rank #14
Baltimore—
MSA Rank #21
Cincinnati—MSA Rank #28
St. Louis—
MSA Rank #20
Atlanta—
MSA Rank #9
Jacksonville—
MSA Rank #40
Tampa—
MSA Rank #18
Miami—
MSA Rank #8
Nashville—MSA Rank #36
New market in 2017
RAMCO 2017 ANNUAL REPORT 7
ABOUT US
In 2017, RAMCO adopted five core values—BE BOLD, OWN IT, PURSUE
EXCELLENCE TOGETHER, ENJOY WHAT YOU DO, EXECUTE
WITH INTEGRITY—that exemplify the shared values, progressive culture
and inspirational goals of the Company. Each core value is meant to encourage
successful outcomes that benefit all of our stakeholders and are designed around
three motivational drivers, Autonomy—the desire to direct our own lives; Mastery—
the desire to constantly learn and grow; and Purpose—the desire to contribute to the
greater good.
Our goal is to live our core values every day and use them as a barometer for strong
decision making and superior performance now and in the future.
WE ARE RAMCO!
8 RAMCO 2017 ANNUAL REPORT
CORPORATE OFFICE TEAM MEMBERS—
CASUAL FOR A CAUSE BENEFITTING
THE SCLERODERMA FOUNDATION
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
(State or Other Jurisdiction of
Incorporation or Organization)
31500 Northwestern Highway, Suite 300
Farmington Hills, Michigan
(Address of Principal Executive Offices)
13-6908486
(I.R.S. Employer Identification No.)
48334
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 248-350-9900
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Shares of Beneficial Interest,
($0.01 Par Value Per Share)
Securities Registered Pursuant to Section 12(g) of the Act: None
Name of Each Exchange
On Which Registered
New York Stock Exchange
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
(Do not check if small reporting company)
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
PART I
Page
Item
1.
Business
1A. Risk Factors
1B. Unresolved Staff Comments
2.
3.
Properties
Legal Proceedings
4. Mine Safety Disclosures
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Selected Financial Data
6.
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8.
9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
10. Directors, Executive Officers and Corporate Governance
PART III
11.
12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14.
Principal Accountant Fees and Services
15.
Exhibits and Financial Statement Schedules
Consolidated Financial Statements and Notes
PART IV
1
5
14
15
23
23
24
26
27
41
41
42
42
42
43
43
43
43
43
44
F-1
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.
1
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:
Renewals
New Leases - Comparable
New Leases - Non-Comparable (4)
Total
Leasing
Transactions
162
24
51
237
Square
Footage
949,579 $
123,618
287,877
1,361,074 $
Base Rent/
SF (1)
16.12 $
19.38
12.40
15.63
Prior Rent/
SF(2)
15.00 $
16.42
N/A
N/A $
Tenant
Improvements
/SF(3)
0.66 $
23.84
35.73
10.18 $
Leasing
Commissions/
SF
0.15
4.15
5.01
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.
2
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.
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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
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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
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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.
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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.
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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.
14
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.
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base
rent per
leased
SF (1) Anchor Tenants (2)
Property Name
Atlanta [MSA Rank 9]
Holcomb Center
Alpharetta
Peachtree Hill
Promenade at Pleasant
Hill
Baltimore [MSA Rank 21]
Duluth
Duluth
GA
GA
GA
100% 1997/2004/NA
106,143
84.2 % $
12.80 Aspire Fitness(4), Studio
100% 1986/2007/NA
154,700
97.1 %
Movie Grill
13.56 Kroger, LA Fitness
100% 1993/2004/NA
261,808
96.1 %
9.97 K1 Speed, LA Fitness,
Publix
Crofton Centre
Crofton
MD
100% 1974/1996/NA
252,230
98.5 %
8.50 Gold's Gym, Kmart,
Chicago [MSA Rank 3]
Deer Grove Centre
Palatine
Market Plaza
Glen Ellyn
Mount Prospect Plaza
Mount
Prospect
IL
IL
IL
100% 1997/2013/2013
237,644
87.0 %
Shoppers Food Warehouse
10.29 Aldi, Hobby Lobby, Ross
Dress for Less, T.J. Maxx,
(Target)
100% 1965/2007/2009
166,572
96.2 %
15.96
Jewel-Osco, Ross Dress for
Less
100% 1962/2013/2013
227,785
88.3 %
14.94 Aldi, LA Fitness, Marshalls,
Ross Dress for Less,
(Walgreens)
25.23 Barnes & Noble, Regal
Cinema, Webster Place
Athletic Club
Webster Place
Lincoln Park
IL
100% 1987/2017/NA
134,918
95.0 %
Cincinnati [MSA Rank 28]
Bridgewater Falls
Hamilton
OH
100% 2005/2014/NA
503,366
92.5 %
14.52 Bed Bath & Beyond, Best
Buttermilk Towne Center
Crescent
Springs
KY
100% 2005/2014/NA
290,033
100.0 %
10.07
Buy, Dick's Sporting Goods,
Five Below, J.C. Penney,
Michaels, PetSmart, T.J.
Maxx, (Target)
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
Columbus [MSA Rank 33]
Olentangy Plaza
Columbus
OH
100% 1981/2007/1997
253,204
87.3 %
HomeStore, Bed Bath &
Beyond, buybuy Baby,
Crunch Fitness Dick's
Sporting Goods, Five
Below, Regal Cinemas,
Whole Foods Market
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
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base
rent per
leased
SF (1) Anchor Tenants (2)
Property Name
Denver [MSA Rank 19]
Front Range Village
Fort Collins
CO
100% 2008/2014/NA
459,515
80.8 %
Harvest Junction North
Longmont
CO
100% 2006/2012/NA
188,758
100.0 %
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)
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
Hunter's Square
Clinton
Township
Farmington
Hills
Southfield Plaza
Southfield
Tel-Twelve
Southfield
The Shops at Old Orchard West
Troy Marketplace
Bloomfield
Troy
West Oaks I Shopping
Center
Novi
MI
MI
MI
MI
MI
MI
MI
100% 1992/2003/NA
135,450
97.6 %
10.46 Gibralter Trade Center (5),
OfficeMax, T.J. Maxx (5),
(Target)
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
100% 1969/1996/2003
190,099
98.1 %
9.29 Big Lots, Burlington Coat
Factory, Forman Mills
100% 1968/1996/2005
523,392
100.0 %
11.49 Best Buy, DSW Shoe
Warehouse, Lowe's, Meijer,
Michaels, Office Depot,
PetSmart
100% 1972/2007/2011
96,768
100.0 %
18.46
Plum Market
100% 2000/2005/2010
217,754
100.0 %
17.32 Airtime, Golf Galaxy, LA
Fitness, Nordstrom Rack,
PetSmart, (REI)
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)
Jo-Ann, Marshalls, (Art
Van), (ABC Warehouse),
(Bed Bath & Beyond),
(Kohl's), (Toys "R" Us),
(Value City Furniture)
West Oaks II Shopping
Center
Novi
MI
100% 1986/1996/2000
167,954
94.8 %
17.79
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
Miami [MSA Rank 8]
Coral Creek Shops
Marketplace of Delray
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base
rent per
leased
SF (1) Anchor Tenants (2)
Coconut
Creek
Delray
Beach
FL
FL
100% 1992/2002/NA
109,312
98.5 %
18.67
Publix
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
The Crossroads
West Broward Shopping
Center
Milwaukee [MSA Rank 39]
Deerfield
Beach
Royal Palm
Beach
Plantation
FL
FL
FL
100% 1980/1998/2010
146,666
92.0 %
10.59 Bealls, Winn-Dixie
100% 1988/2002/NA
121,509
92.9 %
16.88
Publix
100% 1965/2005/NA
152,973
92.9 %
10.94 Badcock, DD's Discounts,
Save-A-Lot
Nagawaukee Center
Delafield
WI
100% 1994/2012-13/NA
220,083
100.0 %
14.83 HomeGoods, Kohl's,
The Shoppes at Fox River Waukesha
WI
100% 2009/2010/2011
335,511
85.5 %
Marshalls, Sierra Trading
Post, (Sentry Foods)
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,
Minneapolis [MSA Rank 16]
Centennial Shops
Edina
MN
100% 2008/2016/NA
85,206
100.0 %
38.27
Five Below, Hobby Lobby
(5), Ross Dress for Less,
Xperience Fitness
Pinstripes, The Container
Store, West Elm
Woodbury Lakes
Woodbury
MN
100% 2005/2014/NA
307,273
87.4 %
21.80 DSW, Michaels, (Trader
Nashville [MSA Rank 36]
Providence Marketplace
Mt. Juliet
TN
100% 2006/2017/NA
632,081
98.4 %
Joe's)
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
Deer Creek Shopping
Center
Maplewood MO
100% 1975/2013/2013
208,122
86.3 %
10.55
buybuy Baby, Jo-Ann, Ross
Dress for Less
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,
Town & Country Crossing
Town &
Country
MO
100% 2008/2011/2011
185,080
96.2 %
Marshalls, Office Depot,
T.J. Maxx
23.00 HomeGoods, Starbucks,
Stein Mart, Whole Foods
Market, (Target)
17
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base
rent per
leased
SF (1) Anchor Tenants (2)
Property Name
Tampa [MSA Rank 18]
Cypress Point
Clearwater
Lakeland Park Center
Lakeland
FL
FL
100% 1983/2007/NA
167,280
95.2 %
12.90 Burlington Coat Factory,
The Fresh Market
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
Village Lakes Shopping
Center
Properties Not in Top 40 MSA's
Land O'
Lakes
FL
100% 1987/1997/NA
166,485
99.2 %
HomeStore, Michaels,
Staples, T.J. Maxx, (Target)
9.66 Bealls Outlet, Marshalls,
Ross Dress for Less
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-
Jackson Crossing
Jackson
MI
100% 1967/1996/2002
419,770
87.4 %
Ann, Marshalls, (Shopko),
(Babies "R" Us)
12.20 Bed Bath & Beyond, Best
Buy, Jackson 10 Theater,
Kohl's, Shoe Carnival, T.J.
Maxx, Toys "R" Us,
(Sears), (Target)
8.06 GFS, Lowe's, Michaels,
Jackson West
Jackson
Rossford Pointe
Rossford
Spring Meadows Place
Holland
Treasure Coast Commons
Vista Plaza
Jensen
Beach
Jensen
Beach
MI
OH
OH
FL
FL
100% 1996/1996/1999
209,800
100.0 %
100% 2006/2005/NA
47,477
100.0 %
8.93
OfficeMax
Fin Feather Fur (4),
PetSmart
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)
100% 1996/2004/NA
91,656
100.0 %
14.60 Barnes&Noble, Dick's
Sporting Goods, OfficeMax
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
Millennium Park
Livonia
Martin Square
Martin
IN
MI
FL
7% 1958/2007/2002
139,743
98.2 % $
14.50 Marshalls, Whole Foods
Market, (Target)
30% 2000/2005/NA
273,029
100.0 %
15.39 Home Depot, Marshalls,
30% 1981/2005/NA
330,134
77.9 %
Michaels, (Costco), (Meijer)
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
Anchor (1)
Retail (non-anchor)
Total
% of Total
Annualized Base
Rent
GLA
% of Total GLA
Annualized Base
Rent
$ 105,874,512
76,824,556
$ 182,699,068
100.0%
13,541,915
58.0%
42.0%
9,660,424
3,881,491
71.3%
28.7%
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:
Credit Rating
S&P/Moody's (1)
A+/A2
Number
of Leases
26
% of
Total
Company
Owned
GLA
6.0 % $
Total
Annualized
Base Rent
8,341,936
Annualized
Base Rent
PSF
10.24
$
% of
Annualized
Base Rent
4.6 %
--/--
BBB/Baa2
BB-/B1
B+/B2
A-/A3
CCC+/--
--/--
BB-/--
BBB-/Baa1
B/B1
B+/Ba3
--/--
AA-/Baa1
BB/--
B/--
BB+/Baa2
BB+/Ba1
A-/A3
B/B1
B+/B1
--/--
BBB-/Baa2
--/--
--/--
Tenant Name
TJX Companies (2)
Dick's Sporting Goods (3)
Bed Bath & Beyond (4)
Regal Cinemas
LA Fitness
Ross Stores (5)
PetSmart
ULTA Salon
Michaels Stores
Best Buy
Office Depot (6)
Ascena Retail (7)
DSW Designer Shoe Warehouse
Whole Foods
Burlington Coat Factory
Petco (8)
Gap, Inc. (9)
Dollar Tree
Lowe's Home Centers
Jo-Ann Fabric and Craft Stores
Staples
Panera Bread
Kohl's
Party City Corporation
Meijer
Sub-Total top 25 tenants
Remaining tenants
Sub-Total all tenants
Leased / Vacant
GLA
814,958
524,259
466,700
219,160
252,000
362,219
212,628
132,355
252,191
195,309
212,626
140,642
149,865
118,879
277,315
140,927
131,458
198,932
270,394
154,949
117,335
57,401
185,375
90,261
11
16
4
6
14
10
13
11
6
9
26
8
3
4
10
9
19
2
5
6
11
3
7
3.9 %
3.4 %
1.6 %
1.9 %
2.7 %
1.6 %
1.0 %
1.9 %
1.4 %
1.6 %
1.0 %
1.1 %
0.9 %
2.0 %
1.0 %
1.0 %
1.4 %
2.0 %
1.1 %
0.9 %
0.4 %
1.4 %
0.7 %
6,517,461
5,377,579
4,898,068
4,598,913
3,320,457
3,082,457
3,071,630
2,971,597
2,929,745
2,870,112
2,762,300
2,632,296
2,342,617
2,330,322
2,282,719
2,165,698
1,998,644
1,962,450
1,951,280
1,730,684
1,477,075
1,441,537
1,398,071
1
240
189,635
5,867,773
1.4 %
1,391,500
43.3 % $ 75,847,148
$
1,131
6,622,352
48.9 % 106,851,920
1,371
12,490,125
92.2% 182,699,068
$
212
1,051,790
7.8 %
N/A
12.43
11.52
22.35
18.25
9.17
14.50
23.21
11.78
15.00
13.50
19.64
17.56
19.71
8.40
16.20
16.47
10.05
7.26
12.59
14.75
25.73
7.78
15.49
7.34
12.93
16.14
14.63
N/A
N/A
3.6 %
2.9 %
2.7 %
2.5 %
1.8 %
1.7 %
1.7 %
1.6 %
1.6 %
1.6 %
1.5 %
1.4 %
1.3 %
1.3 %
1.3 %
1.2 %
1.1 %
1.0 %
1.0 %
0.9 %
0.8 %
0.8 %
0.8 %
0.8 %
41.5 %
58.5 %
100.0%
N/A
100.0%
Total including vacant
1,583
13,541,915
100.0% $ 182,699,068
(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
Year
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
177
172
173
217
189
116
53
46
60
73
65
30
1,371
10
202
1,583
Expiring Leases As of December 31, 2017
Average
Annualized
Base Rent
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
GLA
766,111
1,035,311
1,356,759
1,980,036
1,508,231
1,508,084
679,100
640,166
966,821
680,768
1,274,088
$
$
(per square foot)
18.18
16.75
13.47
14.18
15.21
13.76
12.55
15.34
13.11
16.55
13.72
13,973,636
17,340,888
18,276,306
28,084,438
22,937,926
20,702,307
8,522,548
9,819,486
12,676,700
11,264,772
17,475,482
$
94,650
12,490,125
146,887
904,903
13,541,915
$
17.16
14.63
N/A
N/A
N/A $
1,624,579
182,699,068
N/A
N/A
182,699,068
7.6 %
9.5 %
10.0 %
15.3 %
12.5 %
11.4 %
4.7 %
5.4 %
6.9 %
6.2 %
9.6 %
0.9 %
100.0%
N/A
N/A
100.0%
ANCHOR TENANTS (greater than or equal to 10,000 square feet)
Expiring Anchor Leases As of December 31, 2017
Year
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
17
22
31
54
40
39
18
18
18
20
26
1
304
6
17
327
GLA
354,979
546,438
949,058
1,522,990
1,069,648
1,211,004
553,419
505,669
818,166
477,544
1,130,939
12,665
9,152,519
131,995
375,910
9,660,424
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where the space has not yet been delivered.
Average
Annualized
Base Rent
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
$
$
(per square foot)
13.00
12.23
9.73
11.44
11.73
11.48
10.62
13.26
10.78
13.42
11.99
4,659,390
6,680,326
9,236,420
17,417,561
12,550,126
13,853,353
5,879,888
6,702,950
8,818,280
6,406,739
13,556,928
$
$
8.89
11.57
N/A
N/A
N/A $
112,551
105,874,512
N/A
N/A
105,874,512
4.4 %
6.3 %
8.7 %
16.5 %
11.9 %
13.1 %
5.6 %
6.3 %
8.3 %
6.1 %
12.7 %
0.1 %
100.0%
N/A
N/A
100.0%
21
NON-ANCHOR TENANTS (less than 10,000 square feet)
Expiring Non-Anchor Leases As of December 31, 2017
Year
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
160
150
142
163
149
77
35
28
42
53
39
29
1,067
4
185
1,256
$
Average
Annualized
Base Rent
(per square foot)
22.66
$
21.81
22.17
23.34
23.68
23.05
21.03
23.17
25.96
23.90
27.37
GLA
411,132
488,873
407,701
457,046
438,583
297,080
125,681
134,497
148,655
203,224
143,149
$
81,985
3,337,606
14,892
528,993
3,881,491
$
18.44
23.02
N/A
N/A
N/A $
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
9,314,246
10,660,562
9,039,886
10,666,877
10,387,800
6,848,954
2,642,660
3,116,536
3,858,420
4,858,033
3,918,554
1,512,028
76,824,556
N/A
N/A
76,824,556
12.1 %
13.9 %
11.8 %
13.9 %
13.5 %
8.9 %
3.4 %
4.1 %
5.0 %
6.3 %
5.1 %
2.0 %
100.0%
N/A
N/A
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.
22
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.
23
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Market Information
Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”. On
February 15, 2018, the closing price of our common shares on the NYSE was $11.74.
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, 2012 through
December 31, 2017. The stock price performance shown is not necessarily indicative of future price performance.
The following table depicts high/low closing prices and dividends declared per share for each quarter in 2017 and 2016:
Quarter Ended
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017
December 31, 2016
September 30, 2016
June 30, 2016
March 31, 2016
(1) Paid on January 2, 2018
(2) Paid on January 3, 2017
Stock Price
High
Low
Dividends
$
$
$
$
$
$
$
$
15.00
14.41
14.68
17.11
18.44
20.19
19.61
18.03
$
$
$
$
$
$
$
$
12.43
12.48
11.86
13.26
16.18
17.80
17.35
15.98
$
$
$
$
$
$
$
$
0.22000 (1)
0.22000
0.22000
0.22000
0.22000 (2)
0.22000
0.21000
0.21000
24
Holders
The number of holders of record of our common shares was 1,177 at February 15, 2018. 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 2017 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, 2017, 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.
25
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.
Operating Data:
Total revenue
Operating income
Income (loss) from continuing operations
Gain on sale of depreciable real estate
Gain on sale of land
Net income (loss)
Net (income) loss attributable to noncontrolling partner interest
Preferred share dividends
Net income (loss) available to common shareholders
Earnings (loss) per common share, basic
Continuing operations
Discontinued operations
Basic Earnings (loss)
Earnings (loss) per common share, diluted
Continuing operations
Discontinued operations
Diluted earnings (loss)
Weighted average shares outstanding:
Basic
Diluted
Cash dividends declared per RPT preferred share
Cash dividends declared per RPT common share
Cash distributions to RPT preferred shareholders
Cash distributions to RPT common shareholders
Balance Sheet Data (at December 31):
Investment in real estate (before accumulated depreciation)
Total assets
Total notes payable, net
Total liabilities
Total RPT shareholders' equity
Noncontrolling interest
Total shareholders' equity
Year Ended December 31,
2017
2016
2015
(In thousands, except per share)
2014
2013
265,082
63,399
70,719
51,977
787
70,719
(1,659)
(6,701)
62,359
0.78
—
0.78
0.78
—
0.78
79,344
79,530
3.625
0.8800
6,701
70,225
$
$
$
$
$
$
$
$
$
260,930
70,908
61,112
34,108
1,673
61,112
(1,448)
(6,701)
52,963
0.66
—
0.66
0.66
—
0.66
79,236
79,435
3.625
0.8600
6,701
67,710
$
$
$
$
$
$
$
$
$
251,790
65,497
66,895
13,529
4,041
66,895
(1,786)
(6,838)
57,771
0.73
—
0.73
0.73
—
0.73
78,848
79,035
3.625
0.8200
6,977
63,972
$
$
$
$
$
$
$
$
$
218,363
23,330
(2,412)
10,022
835
(2,412)
48
(7,250)
(9,614)
(0.14)
—
(0.14)
(0.14)
—
(0.14)
72,118
72,118
3.625
0.7750
7,250
54,149
$
$
$
$
$
$
$
$
$
170,068
35,460
8,371
2,120
4,279
11,462
(465)
(7,250)
3,747
0.01
0.05
0.06
0.01
0.05
0.06
59,336
59,728
3.625
0.7115
7,250
40,108
2,130,779
$
2,132,670
$
2,184,481
$
1,934,032
$
1,625,217
$
$
$
$
$
$
$
$
$
$
2,030,394
999,215
1,145,225
864,322
20,847
885,169
2,061,498
1,021,223
1,172,900
867,701
20,897
888,598
2,136,082
1,083,711
1,234,709
879,391
21,982
904,466
1,951,743
917,658
1,058,428
867,525
25,790
896,408
1,653,146
746,661
860,150
765,265
27,731
796,089
79,861
85,583
(355,752)
271,731
Other Data:
Funds from operations ("FFO") available to common shareholders (1)
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash (used in) provided by financing activities
$
118,563
$
118,683
$
119,556
$
77,574
$
117,925
(10,341)
(103,085)
117,669
7,746
(128,477)
105,630
(154,333)
46,012
110,592
(315,723)
208,671
(1) Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses)
from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by
measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing
costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis See “Funds From
Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income.
26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements, the notes thereto, and the
comparative summary of selected financial data appearing elsewhere in this report.
Overview
We are a fully integrated, self-administered, publicly-traded REIT specializing in the ownership, management, development and
redevelopment of community shopping centers. Most of our properties are multi-anchored by supermarkets and/or national chain
stores. Our primary business is managing and leasing space to tenants in the shopping centers we own. We also manage certain
centers for our unconsolidated joint ventures for which we charge fees. Our credit risk, therefore, is concentrated in the retail
industry.
At December 31, 2017, we owned and managed, either directly or through our interest in real estate joint ventures, a total of 59
shopping centers, with approximately 14.3 million square feet of gross leasable area owned by us and our joint ventures. We also
own various parcels of land available for development or for sale, the majority of which are adjacent to certain of our existing
developed properties.
Our portfolio consists of town center and urban-infill neighborhood and power center 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 key growth markets in the 40 largest metropolitan markets in the United States such as Metro Detroit,
Southeast Florida, Greater Denver, Cincinnati, St. Louis, Jacksonville, Tampa/Lakeland, Milwaukee, Chicago, Atlanta, and
Minneapolis-St. Paul.
Our focus on these markets has enabled us to develop a thorough understanding of their unique characteristics and potentially take
advantage of additional acquisition opportunities in these markets. Our consolidated portfolio was 93.3% leased at December 31,
2017 as compared to 94.4% at December 31, 2016. The decline in leased occupancy is primarily a result of the Gander Mountain,
MC Sporting Goods and rue21 bankruptcies.
Hurricane Irma
In September 2017 Hurricane Irma made landfall in Florida where several of our shopping centers are located. Certain of these
centers incurred minimal damage, primarily to rooftops, signage and landscaping, as a result of high winds. Overall, repair costs
were less than $0.4 million which were partially offset by recovery income in accordance with our current tenant recovery rates.
No centers incurred repairs that exceeded our insurance deductible.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure
of contingent assets and liabilities. Our estimates are based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions
or conditions.
We believe the following critical accounting policies require our most subjective judgment and use of estimates in the preparation
of our consolidated financial statements.
Revenue Recognition and Accounts Receivable
Most of our leases contain non-contingent rent escalations for which we recognize income on a straight-line basis over the non-
cancelable lease term. This method results in rental income in the early years of a lease being higher than actual cash received,
creating a straight-line rent receivable asset which is included in the “Other Assets” line item in our consolidated balance sheets. We
review our unbilled straight-line rent receivable balance to determine the future collectability of revenue that will not be billed to
27
or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors. An allowance to
write down the straight-line receivable balance is taken in the period that future collectability is uncertain.
Additionally, we provide for bad debt expense based upon the allowance method of accounting. We continuously monitor the
collectability of our accounts receivable from specific tenants, analyze historical bad debts, customer creditworthiness, current
economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. Allowances
are taken for those balances that we have reason to believe will be uncollectible.
For more information refer to Note 1 Organization and Summary of Significant Accounting Policies, Revenue Recognition and
Accounts Receivable subtopics of the notes to the consolidated financial statements.
Acquisitions
Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the results of operations of an
acquired property are included in our results of operations from the date of acquisition. Estimates of fair values are based upon
future cash flows and other valuation techniques in accordance with our fair value measurements policy, which are used to allocate
the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, identifiable
intangibles and any gain on purchase. Identifiable intangible assets and liabilities include the effect of above-and below-market
leases, the value of having leases in place (“as-is” versus “as if vacant” and absorption costs), other intangible assets such as
assumed tax increment revenue bonds and out-of-market assumed mortgages. Depreciation and amortization are computed using
the straight-line method over the estimated useful lives of 40 years for buildings, and over the remaining terms of any intangible
asset contracts and the respective tenant leases, which may include bargain renewal options. The impact of these estimates,
including estimates in connection with acquisition values and estimated useful lives, could result in significant differences related
to the purchased assets, liabilities and subsequent depreciation or amortization expense. For more information, refer to Note 1,
Organization and Summary of Significant Accounting Policies - Real Estate of the notes to the consolidated financial statements.
Impairment
We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis
whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable. These
changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income,
geographic location, real estate values and expected holding period. The viability of all projects under construction or development,
including those owned by unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including
requirements relating to abandonment of assets or changes in use. To the extent a project or an individual component of the project,
is no longer considered to have value, the related capitalized costs are charged against operations.
Impairment provisions resulting from any event or change in circumstances, including changes in our intentions or our analysis
of varying scenarios, could be material to our consolidated financial statements.
We recognize an impairment of an investment in real estate when the estimated discounted or undiscounted cash flow is less than
the net carrying value of the property. If it is determined that an investment in real estate is impaired, then the carrying value is
reduced to the estimated fair value as determined by cash flow models and discount rates or comparable sales in accordance with
our fair value measurement policy. Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting
for the Impairment of Long-Lived Assets for further information regarding impairment provisions.
28
Results of Operations
Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016
The following summarizes certain line items from our audited statements of operations which we believe are important in
understanding our operations and/or those items that have significantly changed during the year ended December 31, 2017 as
compared to 2016:
Year Ended December 31,
$
Total revenue
Recoverable operating expenses
Non-recoverable operating expense
Real estate taxes
Depreciation and amortization
General and administrative expense
Provision for impairment
Gain on sale of real estate
Earnings from unconsolidated joint ventures
Interest expense and amortization of deferred financing fees
Other gain on unconsolidated joint ventures
(Loss) gain on extinguishment of debt
NM - Not meaningful
$
2017
265,082
27,653
4,449
42,683
91,335
26,159
9,404
52,764
273
44,866
—
—
2016
(In thousands)
260,930
$
29,581
3,575
41,739
91,793
22,041
977
35,781
454
44,514
215
(1,256)
Dollar
Change
Percent
Change
4,152
(1,928)
874
944
(458)
4,118
8,427
16,983
(181)
352
(215)
1,256
1.6 %
(6.5)%
24.4 %
2.3 %
(0.5)%
18.7 %
862.5 %
47.5 %
(39.9)%
0.8 %
(100.0)%
NM
Total revenue in 2017 increased $4.2 million, or 1.6% from 2016. The increase is primarily due to the following:
•
•
•
•
•
$17.3 million increase related to acquisitions completed in 2017 and 2016;
$3.1 million increase at existing centers; offset by
$14.8 million decrease related to properties sold in 2017 and 2016;
$1.1 million decrease related to disposal of our office building; and a
$0.1 million decrease in management and other fee income
The $3.1 million increase at existing centers was primarily the result of higher minimum rent. Recovery income from tenants
decreased $1.4 million, or 2.2%, primarily due to lower net recoverable operating expenses and real estate taxes of $1.0 million.
Recoverable operating expense in 2017 decreased $1.9 million, or (6.5)%, from 2016 primarily due to a decrease at existing centers
of $1.3 million, as a result of lower spending, as well as a net decrease in operating expenses from acquisition and disposition
activity of $0.6 million.
Non-recoverable operating expense in 2017 increased $0.9 million, or 24.4%, from 2016 primarily due to ground rent expense at
a property acquired in the fourth quarter of 2016.
Real estate tax expense in 2017 increased $0.9 million, or 2.3%, from 2016, primarily due to incremental tax increases within
existing properties of $0.6 million, as well as net tax increases from acquisition and disposition activity of $0.3 million.
Depreciation and amortization expense in 2017 decreased $(0.5) million, or (0.5)%, from 2016. The net decrease was primarily
attributable to tenant bankruptcy and vacancy write-offs in 2017 resulting in partial year expense recognition, lease origination
costs reaching full amortization and a reduction in expense from property dispositions. The net decrease was partially offset by
depreciation and amortization on new building and improvement assets and lease origination costs from the 2017 and 2016
acquisitions.
General and administrative expense in 2017 increased $4.1 million, or 18.7%, from 2016. The increase was primarily due to
increased costs associated with professional fees, the change in performance-based executive compensation recognized in the
respective periods and an increase in wages.
29
During 2017 we recorded an impairment provision totaling $9.4 million, of which $8.4 million was on shopping centers classified
as income producing and $1.0 million on land held for development or sale. The adjustments were triggered by changes in associated
sales price assumptions, a purchase price reduction at one property and changes in the expected use of the land. Impairment
provisions of $1.0 million recorded in 2016 related to developable land held for sale triggered by unforeseen increases in
development costs and changes in the associated sales price assumptions. 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 further information related to impairment provisions.
Gain on sale of real estate was $52.8 million in 2017. In the comparable period in 2016 we had a gain of $35.8 million. Refer to
Note 4 of the notes to the consolidated financial statements for further detail on dispositions.
Earnings from unconsolidated joint ventures in 2017 decreased $0.2 million from 2016. The decrease was primarily due to the
reduced level of properties in unconsolidated joint ventures for the majority of 2017 as compared to 2016.
Interest expense increased in 2017 by $0.4 million, or 0.8% from 2016, primarily due to a 7% increase in our average outstanding
debt and lower debt premium amortization, offset partially by a 30 basis point decline in our weighted average interest rate.
Loss on extinguishment of debt of approximately $1.3 million in 2016 resulted from a $0.9 million loss upon the conveyance of
our Aquia office property to the lender and a $0.4 million cash prepayment penalty on a mortgage payoff in 2016. There was no
loss on extinguishment of debt in 2017.
Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015
The following summarizes certain line items from our audited statements of operations which we believe are important in
understanding our operations and/or those items which have significantly changed during the year ended December 31, 2016 as
compared to 2015:
Total revenue
Operating expense
Real estate tax
Depreciation and amortization
General and administrative expense
Provision for impairment
Gain on sale of real estate
Earnings (loss) from unconsolidated joint ventures
Interest expense and amortization of deferred financing fees
Other gain on unconsolidated joint ventures
Gain (loss) on extinguishment of debt
NM - Not meaningful
Year Ended December 31,
2016
2015
(In thousands)
$
260,930
$
251,790
$
33,156
41,739
91,793
22,041
977
35,781
454
44,514
215
(1,256)
34,875
38,737
89,439
20,077
2,521
17,570
17,696
42,211
7,892
1,414
Dollar
Change
Percent
Change
9,140
(1,719)
3,002
2,354
1,964
(1,544)
18,211
(17,242)
2,303
(7,677)
(2,670)
3.6 %
(4.9)%
7.7 %
2.6 %
9.8 %
(61.2)%
103.6 %
NM
5.5 %
NM
NM
Total revenue in 2016 increased $9.1 million, or 3.6%, from 2015. The increase is primarily due to the following:
•
•
•
•
•
$16.0 million increase related to acquisitions completed in 2016 and 2015;
$3.9 million increase at existing centers; offset by
$9.2 million decrease related to properties sold in 2016 and 2015;
$1.2 million decrease in management and other fee income; and
$0.4 million decrease related to the disposal of our office building.
30
Operating expense in 2016 decreased $1.7 million, or 4.9%, from 2015 primarily due to certain operating costs direct billed to
tenants by the service provider which were previously part of the Company’s recovery cost, lower bad debt expense and our
dispositions which were partially offset by the impact of a full year from our 2015 acquisitions.
Real estate tax expense in 2016 increased $3.0 million, or 7.7%, from 2015, primarily due to our 2015 acquisitions and
incremental tax increases within existing properties, partially offset by dispositions.
Depreciation and amortization expense in 2016 increased $2.4 million, or 2.6%, from 2015. The increase was primarily related
to a $4.5 million increase from our nine acquisitions in 2015, one acquisition in 2016, new development completion and other
capital activities offset by a decrease of $2.2 million related to properties disposed of.
General and administrative expense in 2016 increased $2.0 million, or 9.8%, from 2015. The increase was primarily due to
increased costs associated with our long-term incentive plans, including increased stock compensation in 2016 related to a one-
time award to our current Chief Financial Officer in December 2015. By way of contrast, general and administration expense in
2015 included a reversal of expense attributable to the resignation of our former Chief Financial Officer.
Impairment provisions of $1.0 million recorded in 2016 related to developable land held for sale triggered by unforeseen increases
in development costs and changes in the associated sales price assumptions. In 2015 our impairment provisions totaled $2.5
million related to our plan to sell certain land parcels that we had previously intended to develop. 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 further information related to impairment provisions.
Gain on sale of real estate was $35.8 million in 2016. In the comparable period in 2015 we had a gain of $17.6 million. Refer to
Note 4 of the notes to the consolidated financial statements for further detail on dispositions.
Earnings from unconsolidated joint ventures in 2016 decreased $17.2 million from 2015. The decrease was primarily due to the
reduced level of properties in unconsolidated joint ventures following sales in 2015.
Interest expense increased in 2016 by $2.3 million, or 5.5% from 2015, primarily due to an 8% increase in our average outstanding
debt, offset partially by a 15 basis point decline in our weighted average interest rate.
Other gain on unconsolidated joint ventures in 2016 was $0.2 million, primarily due to the reduced level of activity in our
unconsolidated joint ventures. In 2015 we acquired our partners' interest in seven properties. The 2015 gain of $7.9 million
represents the difference between the carrying value and the fair value of our previously held equity investment in the seven
properties. In 2016 only a single property was disposed of by a joint venture.
Loss on extinguishment of debt of approximately $1.3 million in 2016 resulted from a $0.9 million loss upon the conveyance of
our Aquia office property to the lender and a $0.4 million cash prepayment penalty on a mortgage payoff in 2016 with an original
maturity of April 2017 in order to issue unsecured long term financing at a lower interest rate. The gain of $1.4 million in 2015
related to the write-off of debt premiums associated with the early payoff of corresponding debt.
Liquidity and Capital Resources
Our primary uses of capital include principal and interest payments on our outstanding indebtedness, recurring capital expenditures
such as tenant improvements, leasing commissions, improvements made to individual properties, shareholder dividends,
redevelopments, operating expenses of our business, debt maturities, acquisitions and developments. We generally strive to cover
our principal and interest payments, operating expenses, shareholder distributions, and recurring capital expenditures from cash
flow from operations, although from time to time we may borrow or sell assets to finance a portion of those uses. We believe the
combination of cash flow from operations, cash balances, available borrowings under our Unsecured Credit Facility, issuance of
long-term debt, property dispositions, and issuance of equity securities will provide adequate capital resources to fund all of our
expected uses over at least the next 12 months. Although we believe that the combination of factors discussed above will provide
sufficient liquidity, no such assurance can be given.
We believe our current capital structure provides us with the financial flexibility to fund our current capital needs. We intend to
continue to enhance our financial and operational flexibility by extending the duration of our debt, appropriately ladder our debt
maturities and further expand our unencumbered asset base. In addition, we believe we have access to multiple forms of capital
which includes unsecured corporate debt, preferred and common equity including our at-the-market equity program we have in
place.
31
At December 31, 2017 and 2016, we had $12.9 million and $14.7 million, respectively, in cash and cash equivalents and restricted
cash. Restricted cash was comprised primarily of funds held in escrow by lenders to pay real estate taxes, insurance premiums
and certain capital expenditures, in addition to deposits on potential future acquisitions. In the fourth quarter of 2017 we repaid
$36.3 million of mortgage debt originally scheduled to mature in early 2018. As of December 31, 2017 we had no debt maturing
in 2018. As of December 31, 2017 we had $318.7 million available to be drawn on our $350.0 million unsecured revolving credit
facility subject to our compliance with certain covenants.
Our long-term liquidity needs consist primarily of funds necessary to pay indebtedness at maturity, potential acquisitions of
properties, redevelopment of existing properties, the development of land and non-recurring capital expenditures. We continually
search for investment opportunities that may require additional capital and/or liquidity, which will afford us the opportunity to
significantly increase our return on total investment. We will continue to pursue the strategy of selling mature properties or non-
core assets that no longer meet our investment criteria. Our ability to obtain acceptable selling prices and satisfactory terms and
financing will impact the timing of future sales. We anticipate using net proceeds from the sale of properties to reduce outstanding
debt and support current and future growth initiatives. To the extent that asset sales are not sufficient to meet our long-term
liquidity needs, we expect to meet such needs by incurring debt or issuing equity.
The following is a summary of our cash flow activities:
Cash provided by operating activities
Cash (used in) provided by investing activities
Cash (used in) provided by financing activities
Operating Activities
$
2017
Year Ended December 31,
2016
(In thousands)
117,669
$
7,746
(128,477)
117,925
(10,341)
(103,085)
$
2015
105,630
(154,333)
46,012
Net cash flow provided by operating activities increased $0.3 million in 2017 compared to 2016 primarily due to the following:
• Operating income, adjusted for non-cash activity, increased $0.5 million;
•
•
•
net accounts receivable decreased $3.8 million;
accounts payable, accrued expenses and other liabilities, and other assets increased approximately $2.8 million; and
long-term and share-based compensation expense increased $0.9 million.
Investing Activities
Net cash used in investing activities increased $18.1 million compared to 2016 primarily due to:
• Acquisitions of real estate increased $152.9 million;
• Development and capital improvements to real estate decreased $8.8 million;
• Net proceeds from the sale of real estate increased $125.5 million;
• Distributions from sales of joint venture properties decreased $1.3 million; and
• Restricted cash increased $1.8 million.
In early 2017 we acquired two properties at a combined gross purchase price of $164.3 million, net of $4.0 million paid in the
previous year as deposits and three outparcel acquisitions throughout the year with a combined gross purchase price of $1.6 million.
In 2016 we acquired one property in the fourth quarter for $32.0 million. Proceeds of $19.0 million from a prior disposal were
placed into escrow at closing and subsequently released for the 2016 acquisition under an Internal Revenue Code Section 1031
exchange.
At December 31, 2017, we had six properties under redevelopment or expansion that have an estimated cost of $73.7 million, of
which $33.9 million remains to be invested. Completion for these projects is expected over the next year.
During 2017 we closed eleven property dispositions, a Walgreen’s Data Center and five outparcel sales with aggregate net selling
proceeds of $216.5 million. In 2016 we sold six properties and six outparcels with aggregate net selling proceeds of $91.0 million.
Refer to Note 4 Property Acquisitions and Dispositions of the notes to the consolidated financial statements for additional
information related to dispositions.
32
Financing Activities
Net cash used in financing activities decreased $25.4 million compared to 2016 primarily due to:
•
•
•
•
•
costs associated with our share distribution agreement decreased $0.2 million;
an increase in cash dividends to common shareholders of $2.5 million primarily due to an increase in our per share
quarterly dividend payment;
a decrease in cash paid for OP unit redemptions of $1.5 million;
an increase in cash paid for taxes on restricted stock vesting of (0.1) million; and
a decrease in net borrowings of $26.2 million including debt extinguishment costs and deferred financing costs.
As of December 31, 2017, $318.7 million was available to be drawn on our $350.0 million unsecured revolving credit facility
subject to our compliance with certain covenants. It is anticipated that additional funds borrowed under our credit facilities will
be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other
corporate activities. For further information on the credit facilities and other debt, refer to Note 8 of notes to the consolidated
financial statements.
Dividends and Equity
We currently qualify, and intend to continue to qualify in the future, as a REIT under the Code. As a REIT, we must distribute to
our shareholders at least 90% of our REIT taxable income annually, excluding net capital gain. Distributions paid are at the
discretion of our Board and depend on our actual net income available to common shareholders, cash flow, financial condition,
capital requirements, restrictions in financing arrangements, the annual distribution requirements under REIT provisions of the
Code and such other factors as our Board deems relevant.
We paid cash dividends of $0.88 per common share to shareholders in 2017. Cash dividends for 2016 and 2015 were $0.85 and
$0.81 per common share, respectively. Our dividend policy is to make distributions to shareholders of at least 90% of our REIT
taxable income, excluding net capital gain, in order to maintain qualification as a REIT. On an annualized basis, our current
dividend is above our estimated minimum required distribution. Distributions paid by us are expected to be funded from cash
flows from operating activities. To the extent that cash flows from operating activities are insufficient to pay total distributions
for any period, alternative funding sources could be used. Examples of alternative funding sources may include proceeds from
sales of real estate and bank borrowings. As of December 31, 2017 we had $318.7 million available to be drawn on our $350.0
million unsecured revolving credit facility subject to compliance with certain covenants.
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. The shares issuable in the
new distribution agreement are registered with the Securities and Exchange Commission on our registration statement on Form
S-3 (No. 333-211925).
Debt
At December 31, 2017, we had $30.0 million outstanding on our revolving credit facility, $120.9 million of fixed rate mortgage
loans encumbering certain properties, $210.0 million of unsecured term loan facilities, $610.0 million in senior unsecured notes
and $28.1 million of junior subordinated notes.
In 2017, we completed eleven property and five land dispositions, generating net proceeds of approximately $216.5 million.
Proceeds from these dispositions were used to fund the acquisition of two properties, net of previous deposits, for $164.3 million
and repay borrowings under our revolving credit facility.
On September 14, 2017, we closed on our amended and restated $350.0 million unsecured revolving credit facility. The credit
facility matures September 2021 and may be extended one year to 2022 through two six-month options. Borrowings on the credit
facility will be priced at LIBOR plus a margin of between 1.30% and 1.95% based on our leverage ratio as calculated under the
credit facility. Additionally, the facility allows for increased borrowing capacity up to $650.0 million through an accordion feature.
In December 2017, we issued $75.0 million senior unsecured notes. The notes were issued in three maturity tranches as follows:
$25.0 million, maturing 2022, at a rate of 4.13%; $30.0 million maturing 2027, at a rate of 4.57%; and $20.0 million maturing
2029, at a rate of 4.72%. Proceeds from this issuance were used to repay without penalty $36.3 million of mortgage debt originally
scheduled to mature in early 2018 and for general corporate purposes.
33
In November 2017, we amended and repriced our $75.0 million term loan due 2021 to reduce the loans interest rate by 35 basis
points for the remainder of the term.
In addition, we had interest rate swap derivative instruments in effect for an aggregate notional amount of $270.0 million converting
a portion of our floating rate corporate debt to fixed rate debt. After taking into account the impact of converting our variable
rate debt to fixed rate debt by use of the interest rate swap agreements, at December 31, 2017, we had $58.1 million of variable
rate debt outstanding.
Off Balance Sheet Arrangements
Real Estate Joint Ventures
We consolidate entities in which we own less than 100% equity interest if we have a controlling interest or are the primary
beneficiary in a variable interest entity, as defined in the Consolidation Topic of FASB ASC 810. From time to time, we enter
into joint venture arrangements from which we believe we can benefit by owning a partial interest in one or more properties.
As of December 31, 2017, our investments in unconsolidated joint ventures were approximately $3.5 million representing our
ownership interest in four joint ventures. We accounted for these entities under the equity method. Refer to Note 6 of the notes
to the consolidated financial statements for further information regarding our equity investments in unconsolidated joint ventures.
We are engaged by certain our joint ventures to provide asset management, property management, leasing and investing services
for such ventures' respective properties. We receive fees for our services, including a property management fee calculated as a
percentage of gross revenues received.
Contractual Obligations
The following are our contractual cash obligations as of December 31, 2017:
Contractual Obligations
Mortgages and notes payable:
Scheduled amortization
Payments due at maturity
Total mortgages and notes payable (1)
Interest expense (2)
Employment contracts
Capital lease
Operating leases
Construction commitments
Development obligations
Total contractual obligations
Payments due by period
Less than 1
year
Total
1-3 years
(In thousands)
3-5 years
More than
5 years
$
15,071
983,998
999,069
281,637
2,812
1,500
100,630
20,753
4,840
$ 1,411,241
$
$
2,561
—
2,561
41,455
1,349
100
1,494
20,753
583
68,295
$
$
7,772
244,865
252,637
114,231
1,463
300
2,997
—
1,399
373,027
$
$
2,277
204,508
206,785
54,604
—
200
1,712
—
571
263,872
$
$
2,461
534,625
537,086
71,347
—
900
94,427
—
2,287
706,047
(1) Excludes $4.0 million of unamortized mortgage debt premium and $3.8 million in deferred financing costs.
(2) Variable rate debt interest is calculated using rates at December 31, 2017.
At December 31, 2017, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with
consideration other than cash.
Mortgages and notes payable
See the analysis of our debt included in “Liquidity and Capital Resources” above.
34
Employment Contracts
At December 31, 2017, we had employment contracts with our Chief Executive, Chief Financial and Chief Operating Officers,
that contain minimum guaranteed compensation.
Operating and Capital Leases
We lease office space for our corporate headquarters under an operating lease that expires in August 2019.
We have a capital ground lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky. The lease provides
for fixed annual payments of $0.1 million through maturity in December 2032, at which time we can acquire the land for one
dollar.
We also have an operating ground lease at Centennial Shops located in Edina, Minnesota. The lease includes rent escalations
throughout the lease period and expires in April 2105.
Construction Costs
In connection with the development and expansion of various shopping centers as of December 31, 2017, we have entered into
agreements for construction activities with an aggregate cost of approximately $20.8 million.
Planned Capital Spending
We are focused on enhancing the value of our existing portfolio of shopping centers through successful leasing efforts and the
completion of our redevelopment projects currently in process.
For 2018, we anticipate spending between $80.0 million and $100.0 million for capital expenditures, of which $20.8 million is
reflected in the construction commitments in the above contractual obligations table. The total anticipated spending relates to
redevelopment projects, tenant improvements and leasing costs. Estimates for future spending will change as new projects are
approved.
Capitalization
At December 31, 2017 our total market capitalization was $2.3 billion and is detailed below:
Net debt (including property-specific mortgages, unsecured revolving credit facility, term loans and capital
lease obligation net of $8.1 million in cash)
(In thousands)
$ 1,004,709
Common shares, OP units, and dilutive securities based on market price of $14.73 at December 31, 2017
1,200,024
Convertible perpetual preferred shares based on market price of $57.66 at December 31, 2017
Total market capitalization
106,613
$ 2,311,346
Net debt to total market capitalization
43.5%
At December 31, 2017, noncontrolling interests represented a 2.3% ownership in the Operating Partnership. The OP Units may,
under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis. We, as sole general
partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash.
Assuming the exchange of all OP Units, there would have been 81,282,641 of our common shares of beneficial interest outstanding
at December 31, 2017, with a market value of approximately $1.2 billion.
35
Non-GAAP Financial Measures
Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along
with our GAAP financial statements in order to evaluate our operations results. We believe these additional measures provide
users of our financial information additional comparable indicators of our industry, as well as our performance.
Funds From Operations
We consider funds from operations, also known as “FFO,” to be an appropriate supplemental measure of the financial performance
of an equity REIT. Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable
real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable
real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for
unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.
In addition to FFO available to common shareholders, we include Operating FFO available to common shareholders as an additional
measure of our financial and operating performance. Operating FFO excludes acquisition costs and periodic items such as
impairment provisions on land available for development or sale, bargain purchase gains, accelerated amortization of debt premiums
and gains or losses on extinguishment of debt that are not adjusted under the current NAREIT definition of FFO. We provide a
reconciliation of FFO to Operating FFO. FFO and Operating FFO should not be considered alternatives to GAAP net income
available to common shareholders or as alternatives to cash flow as measures of liquidity.
While we consider FFO available to common shareholders and Operating FFO available to common shareholders useful measures
for reviewing our comparative operating and financial performance between periods or to compare our performance to different
REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies,
and therefore, may not be comparable.
We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common
shareholders. FFO and Operating FFO available to common shareholders do not represent amounts available for needed capital
replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO and Operating FFO
do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash
available to fund cash needs, including the payment of dividends. FFO and Operating FFO are simply used as additional indicators
of our operating performance. The following table illustrates the calculations of FFO and Operating FFO:
36
Years Ended December 31,
2017
2015
2016
(In thousands, except per share data)
Net income
Net (income) attributable to noncontrolling partner interest
Preferred share dividends
Preferred share conversion costs
Net income (loss) available to common shareholders
Adjustments:
$
$
70,719
(1,659)
(6,701)
—
62,359
$
61,112
(1,448)
(6,701)
—
52,963
Rental property depreciation and amortization expense
Pro-rata share of real estate depreciation from unconsolidated joint ventures
Gain on sale of depreciable real estate
Gain on sale of joint venture depreciable real estate (1)
Provision for impairment on income-producing properties
Other gain on unconsolidated joint ventures (2)
FFO available to common shareholders
Noncontrolling interest in Operating Partnership (3)
Preferred share dividends (assuming conversion) (4)
FFO available to common shareholders and dilutive securities
$
Gain on sale of land
Provision for impairment for land available for development or sale
Loss (gain) on extinguishment of debt
Accelerated amortization of debt premium
Severance expense
Acquisition costs
Preferred share conversion costs
Operating FFO available to common shareholders and dilutive securities
$
Weighted average common shares
Shares issuable upon conversion of Operating Partnership Units (3)
Dilutive effect of restricted stock
Shares issuable upon conversion of preferred shares (4)
Weighted average equivalent shares outstanding, diluted
91,097
302
(51,977)
—
8,422
—
110,203
1,659
6,701
118,563
(787)
982
—
110
715
—
—
119,583
79,344
1,917
186
6,740
88,187
$
$
91,610
310
(34,108)
(26)
—
(215)
110,534
1,448
6,701
118,683
(1,673)
977
1,256
(128)
492
316
—
119,923
79,236
1,943
199
6,630
88,008
$
$
Diluted earnings (loss) per share (5)
Per share adjustments for FFO available to common shareholders and dilutive
securities
FFO available to common shareholders and dilutive securities per share, diluted
$
0.78
$
0.66
$
0.56
1.34
0.69
1.35
66,895
(1,786)
(6,838)
(500)
57,771
89,289
1,782
(13,529)
(16,489)
—
(7,892)
110,932
1,786
6,838
119,556
(4,042)
2,521
(1,414)
—
35
644
500
117,800
78,848
2,187
187
6,692
87,914
0.73
0.63
1.36
Per share adjustments for Operating FFO available to common shareholders and
dilutive securities
Operating FFO available to common shareholders and dilutive securities per
share, diluted
0.02
0.01
(0.02)
$
1.36
$
1.36
$
1.34
(1) Amount included in earnings (loss) from unconsolidated joint ventures.
(2)
(3)
(4)
(5)
The gain represents the difference between the carrying value and the fair value of our previously held equity investment in the joint properties triggered
by disposals of joint venture properties.
The total noncontrolling interest reflects OP units convertible 1:1 into common shares.
In 2017, our Series D convertible preferred shares paid annual dividends of $6.7 million and are currently convertible into approximately 6.7
million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $1.00 per diluted share per year The conversion
ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred
shares on FFO and earnings per share in future periods.
The denominator to calculate diluted earnings per share excludes shares issuable upon conversion of Operating Partnership Units and preferred shares
for all periods reported.
37
Same Property Operating Income
Same Property Operating Income ("Same Property NOI with Redevelopment") is a supplemental non-GAAP financial measure
of real estate companies' operating performance. Same Property NOI with Redevelopment is considered by management to be a
relevant performance measure of our operations because it includes only the NOI of comparable properties for the reporting period.
Same Property NOI with Redevelopment excludes acquisitions and dispositions. Same Property NOI with Redevelopment is
calculated using consolidated operating income and adjusted to exclude management and other fee income, depreciation and
amortization, general and administrative expense, provision for impairment and non-comparable income/expense adjustments
such as straight-line rents, lease termination fees, above/below market rents, and other non-comparable operating income and
expense adjustments.
In addition to Same Property NOI with Redevelopment, the Company also believes Same Property NOI without Redevelopment
to be a relevant performance measure of our operations. Same Property NOI without Redevelopment follows the same methodology
as Same Property NOI with Redevelopment, however it excludes redevelopment activity that significantly impacts the entire
property, as well as lesser redevelopment activity where we are adding GLA or retenanting a specific space. A property is designated
as redevelopment when projected costs exceed $1.0 million, and the construction impacts approximately 20% or more of the
income producing property's gross leasable area ("GLA") or the location and nature of the construction significantly impacts or
disrupts the daily operations of the property. Redevelopment may also include a portion of certain properties designated as same
property for which we are adding additional GLA or retenanting space.
Same Property NOI should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity.
Our method of calculating Same Property NOI may differ from methods used by other REITs and, accordingly, may not be
comparable to such other REITs.
The following is a summary of our wholly owned properties for the periods noted with consistent classification in the prior period
for presentation of Same Property NOI:
Three Months Ended December 31,
Twelve Months Ended December 31,
Property Designation
Same-property
Acquisitions (1)
Redevelopment (2)
Total wholly owned properties
2017
49
3
4
56
2016
49
3
4
56
2017
49
3
4
56
2016
49
3
4
56
(1)
(2)
Includes the following properties for the three and twelve months ended December 31, 2017 and 2016: Centennial Shops, Providence
Marketplace and Webster Place.
Includes the following properties for the three months ended December 31, 2017 and 2016: Deerfield Towne Center, Hunter’s Square,
Woodbury Lakes and West Oaks. The entire property indicated for each period is completely excluded from the same property NOI.
38
The following is a reconciliation of our Operating Income to Same Property NOI:
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2017
2016
2017
2016
(in thousands)
Net income available to common shareholders
$
19,248
$
Preferred share dividends
Net income attributable to noncontrolling partner interest
Income tax provision
Interest expense
Costs associated with early extinguishment of debt
Earnings from unconsolidated joint ventures
Gain on sale of real estate
Gain on remeasurement of unconsolidated joint venture
Other expense, net
Management and other fee income
Depreciation and amortization
Acquisition costs
General and administrative expenses
Provision for impairment
Lease termination fees
Amortization of lease inducements
Amortization of acquired above and below market lease intangibles,
net
Straight-line ground rent expense
Amortization of acquired ground lease intangibles
Straight-line rental income
NOI
NOI from Other Investments
Same Property NOI with Redevelopment
NOI from Redevelopment (1)
1,675
501
24
10,995
—
(50)
(16,843)
—
96
(141)
22,053
—
7,383
982
(23)
44
5,235
1,676
166
65
10,696
409
(117)
(96)
—
(129)
(98)
21,986
198
4,967
—
(71)
44
$
62,359
$
52,963
6,701
1,659
143
44,866
—
(273)
(52,764)
—
708
(455)
91,335
—
26,159
9,404
(83)
175
6,701
1,448
299
44,514
1,256
(454)
(35,781)
(215)
177
(529)
91,793
316
22,041
977
(139)
221
(1,130)
(1,069)
(4,397)
(3,397)
70
6
(872)
44,018
(4,951)
39,067
(6,016)
63
6
(948)
42,983
(4,788)
38,195
(5,850)
281
25
(2,669)
183,174
(25,529)
157,645
(23,991)
63
6
(2,383)
179,877
(25,866)
154,011
(21,954)
Same Property NOI without Redevelopment
$
33,051
$
32,345
$
133,654
$
132,057
(1) The NOI from Redevelopment adjustments represent 100% of the NOI related to Deerfield Towne Center, Hunter’s Square, Woodbury
Lakes and West Oaks, and a portion of the NOI related to specific GLA at Spring Meadows, The Shoppes at Fox River II, The Shops on
Lane Avenue, Mission Bay, River City Marketplace and Town & Country for the periods presented. Because of the redevelopment activity,
the center or specific space is not considered comparable for the periods presented and adjusted out of Same Property NOI with
Redevelopment in arriving at Same Property NOI without Redevelopment.
39
The following table summarizing GLA and NOI at properties for which we are adding additional GLA or retenanting space. The
property is included in same property NOI, however a portion of GLA and NOI is excluded.
Property
Mission Bay
River City Marketplace
Shops on Lane
Spring Meadows
The Shoppes at Fox River
Town & Country Crossing
Total adjustments
Stable
GLA
214
557
168
241
288
134
Portion of GLA & NOI Impacted by Redevelopment
Three Months Ended December 31,
Twelve Months Ended December 31,
2017
2016
2017
2016
GLA
NOI
GLA
NOI
(in thousands)
GLA
NOI
GLA
NOI
52 $
6
4
74
48
51
235 $
(401)
(39)
(27)
(140)
(141)
(155)
(903)
52 $
6
4
74
48
51
235 $
(327)
—
(7)
—
(54)
(65)
(453)
52 $ (1,475)
(100)
6
(108)
4
(635)
74
(422)
48
(506)
51
235 $ (3,246)
(882)
52 $
6
—
(7)
4
(142)
74
(68)
48
(126)
51
235 $ (1,225)
40
Inflation
Inflation has been relatively low in recent years and has not had a significant impact on the results of our operations. Should
inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to partially mitigate the
negative impact of inflation in the near term. Such lease provisions include clauses that require our tenants to reimburse us for
real estate taxes and many of the operating expenses we incur. Also, many of our leases provide for periodic increases in base
rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant
pays us rent based on a percentage of its sales). Significant inflation rate increases over a prolonged period of time may have a
material adverse impact on our business.
Recent Accounting Pronouncements
Refer to Note 2 of the notes to the consolidated financial statements for a discussion of Recent Accounting Pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to interest rate risk on our variable rate debt obligations. Based on market conditions, we may manage our
exposure to interest rate risk by entering into interest rate swap agreements to hedge our variable rate debt. We are not subject to
any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks. Based on our debt and
interest rates and interest rate swap agreements in effect at December 31, 2017, a 100 basis point change in interest rates would
impact our future earnings and cash flows by approximately $0.6 million annually. We believe that a 100 basis point increase in
interest rates would decrease the fair value of our total outstanding debt by approximately $44.8 million at December 31, 2017.
We had interest rate swap agreements with an aggregate notional amount of $270.0 million as of December 31, 2017. The
agreements provided for fixed rates ranging from 1.46% to 2.15% and had expirations ranging from October 2018 to March 2023.
The following table sets forth information as of December 31, 2017 concerning our long-term debt obligations, including principal
cash flows by scheduled maturity, weighted average interest rates of maturing amounts and fair market value. Net debt premium
and unamortized deferred financing costs of approximately $0.1 million are excluded:
2018
2019
2020
2021
2022
Thereafter
Total
Fair Value
(dollars in thousands)
Fixed-rate debt
$ 2,562
$ 5,859
$102,269
$114,508
$77,397
$ 638,349
$ 940,944
$ 940,768
Average interest rate
Variable-rate debt
Average interest rate
6.0%
6.8%
$ — $ — $
—%
—%
3.5%
4.0%
— $ 30,000
—%
2.7%
3.9%
3.2%
3.8%
3.9%
$ — $ 28,125
$ 58,125
$ 58,125
—%
4.7%
3.7%
4.6%
We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on borrowing rates for similar
types of borrowing arrangements with the same remaining maturity. Considerable judgment is required to develop estimated fair
values of financial instruments. The table incorporates only those exposures that exist at December 31, 2017 and does not consider
those exposures or positions which could arise after that date or firm commitments as of such date. Therefore, the information
presented therein has limited predictive value. Our actual interest rate fluctuations will depend on the exposures that arise during
the period and on market interest rates at that time.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements and supplementary data are included as a separate section in this Annual Report on Form
10-K commencing on page F-1 and are incorporated herein by reference.
41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under
the Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report on Form 10-K, is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the design control objectives, and management was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
We carried out an assessment as of December 31, 2017 of the effectiveness of the design and operation of our disclosure controls
and procedures. This assessment was done under the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer. Based on such evaluation, our management, including our Chief Executive Officer
and Chief Financial Officer, concluded that such disclosure controls and procedures were effective at the reasonable assurance
level as of December 31, 2017.
Statement of Our Management
Our management has issued a report on its assessment of the Trust’s internal control over financial reporting, which appears on
page F-2 of this Annual Report on Form 10-K.
Statement of Our Independent Registered Public Accounting Firm
Grant Thornton LLP, our independent registered public accounting firm that audited the financial statements included in this
Annual Report on Form 10-K, has issued an attestation report on the Trust’s internal control over financial reporting, which appears
on page F-3 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
42
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered
by this Form 10-K.
Item 11. Executive Compensation
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered
by this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding our equity compensations plans as of December 31, 2017:
(A)
(B)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
(C)
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (A))
13,933
—
13,933
$—
—
$—
1,204,000
—
1,204,000
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
The total in Column (A) above consisted of 13,933 deferred common shares.
Additional information required by this Item is incorporated by reference from our definitive proxy statement to be filed within
120 days after the end of our fiscal year covered by this Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered
by this Form 10-K.
Item 14. Principal Accountant Fees and Services
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered
by this Form 10-K.
43
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a)(1)
Consolidated financial statements. See “Item 8 – Financial Statements and Supplementary Data.”
(2)
(3)
3.1
3.2
3.3
3.4
3.5
3.6
10.1
10.2
10.3
10.4
10.5*
10.6
10.7
10.8
10.9
10.10
Financial statement schedule. See “Item 8 – Financial Statements and Supplementary Data.”
Exhibits
Articles of Restatement of Declaration of Trust of the Company, effective June 8, 2010, incorporated
by reference Appendix A to the Company's 2010 Proxy dated April 30, 2010.
Amended and Restated Bylaws of the Company, effective February 23, 2012, incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the period ended
December 31, 2015.
Articles of Amendment, as filed with the State Department of Assessments and Taxation of
Maryland on April 5, 2011, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K
dated April 6, 2011.
Articles Supplementary, as filed with the State Department of Assessments and Taxation of
Maryland on April 5, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K
dated April 6, 2011.
Articles Supplementary, as filed with the State Department of Assessments and Taxation of
Maryland on April 28, 2011, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K
dated April 28, 2011.
Articles of Amendment, as filed with the State Department of Assessments and Taxation of
Maryland on July 31, 2013, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K
dated July 31, 2013.
Registration Rights Agreement, dated as of May 10, 1996, among the Company, Dennis Gershenson,
Joel Gershenson, Bruce Gershenson, Richard Gershenson, Michael A. Ward U/T/A dated 2/22/77, as
amended, and each of the Persons set forth on Exhibit A attached thereto, incorporated by reference
to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30,
1996.
Exchange Rights Agreement, dated as of May 10, 1996, by and among the Company and each of the
Persons whose names are set forth on Exhibit A attached thereto, incorporated by reference to
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
Amended and Restated Limited Partnership Agreement of Ramco/Lion Venture LP, dated as of
December 29, 2004, by Ramco-Gershenson Properties, L.P., as a limited partner, Ramco Lion LLC,
as a general partner, CLPF-Ramco, L.P. as a limited partner, and CLPF-Ramco GP, LLC as a general
partner, incorporated by reference Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2004.
Amended and Restated Employment Agreement, dated April 26, 2017, between the Company and
Dennis Gershenson, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated
April 26, 2017.**
Summary of Trustee Compensation Program.**
Ramco-Gershenson Properties Trust 2012 Omnibus Long-Term Incentive Plan, incorporated by
reference to Exhibit 10.1 to Registrant’s Form 8-K, dated June 12, 2012.**
Change in Control Policy, dated May 14, 2013, incorporated by reference to Exhibit 10.1 to
Registrant’s Form 8-K dated May 16, 2013.
Form of Non-Qualified Option Agreement Under 2012 Omnibus Long-Term Incentive Plan,
incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated June 12, 2012**
Form of Restricted Stock Award Agreement Under 2012 Omnibus Long-Term Incentive Plan,
incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated June 6, 2012**
Unsecured Term Loan Agreement, dated as of September 30, 2011 among Ramco-Gershenson
Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National
44
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
Association, The Huntington National Bank, PNC Bank, National Association, KeyBank National
Association, as Agent, and KeyBanc Capital Markets, as Sole Lead Manager and Arranger
incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2011.
Unconditional Guaranty of Payment and Performance, dated as of September 30, 2011, by Ramco-
Gershenson Properties Trust, in favor of KeyBank National Association and the other lenders under
the Unsecured Term Loan Agreement incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q for the period ended September 30, 2011.
2017 Executive Incentive Plan, dated March 6, 2017, incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K dated March 10, 2017.**
$110 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 2, 2013.
Agreement for the Acquisition of Partnership and Limited Liability Company Interests, dated March
5, 2013, between CLPF-Ramco, LLC, CLPF-Ramco L.P., Ramco Lion, LLC, Ramco-Gershenson
Properties, L.P. and Ramco GP incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q ended March 31, 2013.
Unsecured Term Loan Agreement, dated May 16, 2013 among Ramco-Gershenson Properties, L.P., as
borrower, Ramco-Gershenson Properties Trust, as Guarantor, Capital One, National Association, as
bank, The Other Banks Which Are A Party To this Agreement, The Other Banks Which May Become
Parties To This Agreement, Capital One, National Association, as Agent and Capital One, National
Association, as Sole Lead Manager and Arranger incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q ended June 30, 2013.
Third Amendment To Unsecured Term Loan Agreement by and among Ramco-Gershenson Properties,
L.P. and KeyBank National Association incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q ended June 30, 2013.
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated May 28, 2014
incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended June
30, 2014.
Unsecured Term Loan Agreement, dated May 29, 2014 among Ramco-Gershenson Properties, L.P., as
borrower, Ramco-Gershenson Properties Trust, as a Guarantor, Capital One, National Association, as
a Bank, The Other Banks Which Are A Party To This Agreement, The Other Banks Which May Become
Parties To This Agreement, Capital One, National Association, as Administrative Agent, and Capital
One, National Association, as Sole Lead Arranger and Sole Bookrunner incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended June 30, 2014.
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated September 8,
2014 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended
September 30, 2014.
First Amended Employment Agreement dated January 29, 2018, between Ramco-Gershenson
Properties Trust and John Hendrickson incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K dated February 2, 2018.**
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated September 30,
2015 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended
September 30, 2015.
Employment Agreement, dated December 16, 2015, between Ramco-Gershenson Properties Trust and
Geoffrey Bedrosian incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated December 18, 2015.**
$75 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated August 19, 2016
incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 8-K dated July
8, 2016.
Fourth Amended and Restated Unsecured Credit Agreement dated September 14, 2017 among Ramco-
Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as a Guarantor,
KeyBank National Association, as a Bank, the Other Banks which are a Party to this Agreement, the
45
Other Banks which may become Parties to this Agreement, KeyBank National Association, as
Administrative Agent, KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc., and PNC Capital
Markets LLC, as Joint-Lead Arrangers, Deutsche Bank Securities Inc. and PNC Bank, National
Association as Syndication Agents, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as
Documentation Agents incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K dated September 20, 2017.
Guaranty, dated September 14, 2017 among Ramco-Gershenson Properties Trust, as Guarantor, in favor
of KeyBank National Association and certain other lenders as Exhibit 10.1.
$75 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated December 21,
2017 incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated
December 27, 2017.
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends.
Subsidiaries.
Consent of Grant Thornton LLP.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document
XBRL Taxonomy Extension Schema
XBRL Extension Calculation
XBRL Extension Definition
XBRL Taxonomy Extension Label
XBRL Taxonomy Extension Presentation
10.25
10.26
12.1*
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
101.INS(1)
101.SCH(1)
101.CAL(1)
101.DEF(1)
101.LAB(1)
101.PRE(1)
* Filed herewith
** Management contract or compensatory plan or arrangement
(1) Pursuant to Rule 406T of Regulations S-T, these interactive data files are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Sections 18 of the
Securities Exchange Act of 1924 and otherwise are not subject to liability thereunder.
15(b) The exhibits listed at item 15(a)(3) that are noted ‘filed herewith’ are hereby filed with this report.
15(c) The financial statement schedules listed at Item 15(a)(2) are hereby filed with this report.
46
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 22, 2018
By: /s/ Dennis E. Gershenson
Ramco-Gershenson Properties Trust
Dennis E. Gershenson,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of registrant and in the capacities and on the dates indicated.
Dated:
February 22, 2018
By: /s/ Stephen R. Blank
Stephen R. Blank,
Chairman
Dated:
February 22, 2018
By: /s/ Dennis E. Gershenson
Dennis E. Gershenson,
Trustee, President and Chief Executive Officer
(Principal Executive Officer)
Dated:
February 22, 2018
By: /s/ Arthur H. Goldberg
Arthur H. Goldberg,
Trustee
Dated:
February 22, 2018
By: /s/ David J. Nettina
David J. Nettina,
Trustee
Dated:
February 22, 2018
By: /s/ Joel M. Pashcow
Joel M. Pashcow,
Trustee
Dated:
February 22, 2018
By: /s/ Mark K. Rosenfeld
Mark K. Rosenfeld,
Trustee
Dated:
February 22, 2018
By: /s/ Laurie M. Shahon
Laurie M. Shahon,
Trustee
Dated:
February 22, 2018
By: /s/ Geoffrey Bedrosian
Dated:
February 22, 2018
Geoffrey Bedrosian,
Chief Financial Officer and Secretary
(Principal Financial Officer)
By: /s/ Raymond J. Merk
Raymond J. Merk
Chief Accounting Officer
(Principal Accounting Officer)
47
RAMCO-GERSHENSON PROPERTIES TRUST
Index to Consolidated Financial Statements
Consolidated Financial Statements:
Management's Assessment Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - December 31, 2017 and 2016
Consolidated Statements of Operations and Comprehensive Income - Years Ended December 31, 2017, 2016, and 2015
Consolidated Statements of Shareholders’ Equity - Years Ended December 31, 2017, 2016, and 2015
Consolidated Statements of Cash Flows – Years Ended December 31, 2017, 2016, and 2015
Notes to Consolidated Financial Statements
Schedules to Consolidated Financial Statements
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-10
F-40
F-1
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting as such term is
defined under Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and preparation of our consolidated financial statements for external purposes in accordance with generally accepted
accounting principles.
Internal control over financial reporting includes those policies and procedures that pertain to our ability to record, process,
summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of
any internal control and effective internal control over financial reporting can provide only reasonable assurance with respect to
financial statement preparation. Additionally, because of changes in conditions, the effectiveness of internal control over financial
reporting may vary over time.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an assessment of our internal controls over financial reporting as of December 31, 2017 using the
framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control
– Integrated Framework. Based on this assessment, management has concluded that our internal control over financial reporting
was effective as of December 31, 2017.
Our independent registered public accounting firm, Grant Thornton LLP, has issued an attestation report on our internal control
over financial reporting. Their report appears on page F-3 of this Annual Report on Form 10-K.
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Ramco-Gershenson Properties Trust
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Ramco-Gershenson Properties Trust (a Maryland corporation) and
subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based
on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2017, and our report
dated February 22, 2018, expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 22, 2018
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Ramco-Gershenson Properties Trust
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Ramco-Gershenson Properties Trust (a Maryland corporation)
and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations and
comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,
and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results
of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in
the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated February 22, 2018 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/GRANT THORNTON LLP
We have served as the Company's auditor since 2005.
Philadelphia, Pennsylvania
February 22, 2018
F-4
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
ASSETS
Income producing properties, at cost:
Land
Buildings and improvements
Less accumulated depreciation and amortization
Income producing properties, net
Construction in progress and land available for development or sale
Real estate held for sale
Net real estate
Equity investments in unconsolidated joint ventures
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Acquired lease intangibles, net
Other assets, net
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable, net
Capital lease obligation
Accounts payable and accrued expenses
Acquired lease intangibles, net
Other liabilities
Distributions payable
TOTAL LIABILITIES
Commitments and Contingencies
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible
Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares
issued and outstanding as of December 31, 2017 and 2016, respectively
Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,366 and
79,272 shares issued and outstanding as of December 31, 2017 and 2016, respectively
Additional paid-in capital
Accumulated distributions in excess of net income
Accumulated other comprehensive income
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT
Noncontrolling interest
TOTAL SHAREHOLDERS' EQUITY
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
The accompanying notes are an integral part of these consolidated financial statements.
F-5
December 31,
2017
2016
(as revised)
$
$
$
397,935
1,732,844
(351,632)
1,779,147
58,243
—
1,837,390
3,493
8,081
4,810
26,145
59,559
90,916
2,030,394
999,215
1,022
56,750
60,197
8,375
19,666
1,145,225
374,889
1,757,781
(345,204)
1,787,466
61,224
8,776
1,857,466
3,150
3,582
11,144
24,016
72,424
89,716
2,061,498
1,021,223
1,066
57,357
63,734
9,893
19,627
1,172,900
92,427
92,427
794
1,160,862
(392,619)
2,858
864,322
20,847
885,169
2,030,394
$
793
1,158,430
(384,934)
985
867,701
20,897
888,598
2,061,498
$
$
$
$
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
Year Ended December 31,
2016
2015
2017
REVENUE
Minimum rent
Percentage rent
Recovery income from tenants
Other property income
Management and other fee income
TOTAL REVENUE
EXPENSES
Real estate taxes
Recoverable operating expense
Other non-recoverable operating expense
Depreciation and amortization
Acquisitions costs
General and administrative expense
Provision for impairment
TOTAL EXPENSES
OPERATING INCOME
OTHER INCOME AND EXPENSES
Other expense, net
Gain on sale of real estate
Earnings from unconsolidated joint ventures
Interest expense
Other gain on unconsolidated joint ventures
(Loss) gain on extinguishment of debt
NET INCOME BEFORE TAX
Income tax provision
NET INCOME
Net (income) attributable to noncontrolling partner interest
NET INCOME ATTRIBUTABLE TO RPT
Preferred share dividends
Preferred share conversion costs
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
EARNINGS PER COMMON SHARE
Basic
Diluted
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic
Diluted
OTHER COMPREHENSIVE INCOME
Net income
Other comprehensive income:
Change in fair value of interest rate swaps
Comprehensive income
Comprehensive income attributable to noncontrolling interest
COMPREHENSIVE INCOME ATTRIBUTABLE TO RPT
$
$
$
$
$
$
$
$
$
$
198,362
704
61,258
4,303
455
265,082
42,683
27,653
4,449
91,335
—
26,159
9,404
201,683
63,399
(708)
52,764
273
(44,866)
—
—
70,862
(143)
70,719
(1,659)
69,060
(6,701)
—
62,359
0.78
0.78
79,344
79,530
$
$
$
$
192,793
600
62,841
4,167
529
260,930
41,739
29,581
3,575
91,793
316
22,041
977
190,022
70,908
(177)
35,781
454
(44,514)
215
(1,256)
61,411
(299)
61,112
(1,448)
59,664
(6,701)
—
52,963
0.66
0.66
79,236
79,435
183,198
539
61,561
4,739
1,753
251,790
38,737
30,604
4,271
89,439
644
20,077
2,521
186,293
65,497
(624)
17,570
17,696
(42,211)
7,892
1,414
67,234
(339)
66,895
(1,786)
65,109
(6,838)
(500)
57,771
0.73
0.73
78,848
79,035
70,719
$
61,112
$
66,895
2,082
72,801
(1,708)
71,093
$
2,442
63,554
(1,501)
62,053
$
570
67,465
(1,794)
65,671
The accompanying notes are an integral part of these consolidated financial statements.
F-6
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share amounts)
Shareholders' Equity of Ramco-Gershenson Properties
Trust
Preferred
Shares
Common
Shares
Additional
Paid-in
Capital
Accumulated
Distributions
in Excess of
Net Income
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interest
Total
Shareholders’
Equity
Balance, December 31, 2014 (as revised)
$ 100,000
$
776
$ 1,130,262
$
(361,547) $
(1,966) $
25,790
$
893,315
Issuance of common shares, net of costs
Conversion and redemption of OP unit holders
Conversion of preferred shares
Share-based compensation and other expense,
net of shares withheld for employee taxes
Dividends declared to common shareholders
Dividends declared to preferred shareholders
Distributions declared to noncontrolling interests
Dividends paid on restricted shares
Other comprehensive loss adjustment
Net income
—
—
(7,573)
—
—
—
—
—
—
—
9
—
5
2
—
—
—
—
—
—
17,101
—
7,568
1,414
—
—
—
—
—
—
—
—
(500)
—
(64,656)
(6,838)
—
(337)
—
65,109
—
—
—
—
—
—
—
—
562
—
Balance, December 31, 2015 (as revised)
92,427
792
1,156,345
(368,769)
(1,404)
Issuance of common shares, net of costs
Conversion and redemption of OP unit holders
Share-based compensation and other expense,
net of shares withheld for employee taxes
Dividends declared to common shareholders
Dividends declared to preferred shareholders
Distributions declared to noncontrolling interests
Dividends declared to deferred shares
Other comprehensive income adjustment
Net income
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
(202)
—
2,287
—
—
—
—
—
—
—
(598)
—
(68,160)
(6,701)
—
(370)
—
59,664
Balance, December 31, 2016 (as revised)
92,427
793
1,158,430
(384,934)
Issuance of common shares, net of costs
Cumulative effect adjustment - ASU adoption
Conversion and redemption of OP unit holders
Share-based compensation and other expense,
net of shares withheld for employee taxes
Dividends declared to common shareholders
Dividends declared to preferred shareholders
Distributions declared to noncontrolling interests
Dividends declared to deferred shares
Other comprehensive income adjustment
Net income
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
(24)
—
—
2,456
—
—
—
—
—
—
—
221
(1)
—
(69,845)
(6,701)
—
(419)
—
69,060
—
—
—
—
—
—
—
2,389
—
985
—
(160)
—
—
—
—
—
—
2,033
—
—
(3,826)
—
—
—
—
(1,776)
—
8
1,786
21,982
—
(919)
—
—
—
(1,667)
—
53
1,448
20,897
—
(61)
(10)
—
—
—
(1,687)
—
49
1,659
17,110
(3,826)
(500)
1,416
(64,656)
(6,838)
(1,776)
(337)
570
66,895
901,373
(202)
(1,517)
2,288
(68,160)
(6,701)
(1,667)
(370)
2,442
61,112
888,598
(24)
—
(11)
2,457
(69,845)
(6,701)
(1,687)
(419)
2,082
70,719
Balance, December 31, 2017
$ 92,427
$
794
$ 1,160,862
$
(392,619) $
2,858
$
20,847
$
885,169
The accompanying notes are an integral part of these consolidated financial statements.
F-7
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2016
2015
2017
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred financing fees
Income tax provision
Earnings from unconsolidated joint ventures
Distributions received from operations of unconsolidated joint ventures
Provision for impairment
Loss (gain) on extinguishment of debt
Other gain on unconsolidated joint ventures
Gain on sale of real estate
Amortization of premium on mortgages and notes payable, net
Service-based restricted share expense
Long-term incentive cash and equity compensation expense (benefit)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable, net
Acquired lease intangibles and other assets, net
Accounts payable, acquired lease intangibles and other liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Acquisitions of real estate, net of assumed debt
Development and capital improvements
Net proceeds from sales of real estate
Distributions from sale of joint venture property
Change in restricted cash
Net cash (used in) provided by investing activities
FINANCING ACTIVITIES
Proceeds on mortgages and notes payable
Repayment of mortgages and notes payable
Proceeds on revolving credit facility
Repayments on revolving credit facility
Payment of debt extinguishment costs
Payment of deferred financing costs
Proceeds from issuance of common shares, net of costs
Repayment of capitalized lease obligation
Redemption of operating partnership units for cash
Conversion of preferred shares
Shares used for employee taxes upon vesting of awards
Dividends paid to preferred shareholders
Dividends paid to common shareholders
Distributions paid to operating partnership unit holders
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
70,719
$
61,112
$
66,895
91,335
1,418
143
(273)
738
9,404
—
—
(52,764)
(1,153)
2,710
1,695
(1,974)
(170)
(3,903)
117,925
91,793
1,443
299
(454)
496
977
1,256
(215)
(35,781)
(1,815)
2,861
664
1,859
674
(7,500)
117,669
$
$
$
(165,882) $
(63,256)
216,463
—
2,334
(10,341)
(12,990) $
(72,038)
90,975
1,303
496
7,746
75,000
(39,775)
258,000
(314,000)
—
(3,120)
(24)
(44)
(11)
—
(498)
(6,701)
(70,225)
(1,687)
(103,085)
4,499
3,582
8,081
$
$
75,000
(149,956)
185,000
(159,000)
(410)
(698)
(202)
(42)
(1,517)
—
(574)
(6,701)
(67,710)
(1,667)
(128,477)
(3,062)
6,644
3,582
$
$
89,439
1,433
339
(17,696)
1,744
2,521
(1,414)
(7,892)
(17,570)
(1,687)
1,888
(271)
(6,708)
4,529
(9,920)
105,630
(152,923)
(60,923)
45,960
14,098
(545)
(154,333)
150,000
(92,305)
246,000
(196,000)
—
(522)
17,110
(720)
(3,826)
(500)
(472)
(6,977)
(63,972)
(1,804)
46,012
(2,691)
9,335
6,644
The accompanying notes are an integral part of these consolidated financial statements.
F-8
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Assumption of debt related to acquisitions
Equity investment in unconsolidated joint venture
Deferred gain on real estate sold to unconsolidated joint venture
Escrowed proceeds used in acquisition of real estate
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest (net of capitalized interest of $345, $743 and $1,613, respectively)
The accompanying notes are an integral part of these consolidated financial statements.
Year Ended December 31,
2017
2016
2015
$
$
$
$
$
— $
3,000
$
(2,167) $
— $
— $
— $
— $
18,990
43,744
$
46,937
$
$
60,048
—
—
—
42,898
F-9
RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2017, 2016 and 2015
1. Organization and Summary of Significant Accounting Policies
Ramco-Gershenson Properties Trust, together with our subsidiaries (the “Company”), is a real estate investment trust (“REIT”)
primarily engaged in the business of owning and managing regionally dominant and urban-oriented infill shopping centers in key
growth sub-markets in the 40 largest metropolitan markets in the United States. Our property portfolio consists of 56 wholly
owned shopping centers comprising approximately 13.5 million square feet. We also have ownership interests of 7%, 20%, 30%
and 30%, respectively, in four joint ventures, three of which own a single shopping center and one with no significant activity.
Our joint ventures are reported using equity method accounting. We earn fees from certain joint ventures for managing, leasing
and redeveloping the shopping centers they own. We also own interests in several land parcels that are available for development
or sale. Most of our properties are anchored by supermarkets and/or national chain stores. The Company's credit risk, therefore,
is concentrated in the retail industry. 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, 2012, Michigan
accounted for approximately 40%.
We made an election to qualify as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal
income tax, provided that we annually distribute at least 90% of our taxable income to our shareholders and meet other conditions.
Principles of Consolidation
The consolidated financial statements include the accounts of us and our majority owned subsidiary, the Operating Partnership,
Ramco-Gershenson Properties, L.P. (97.7%, 97.6% and 97.2% owned by us at December 31, 2017, 2016 and 2015, respectively),
and all wholly-owned subsidiaries, including entities in which we have a controlling interest or have been determined to be the
primary beneficiary of a variable interest entity (“VIE”). The presentation of consolidated financial statements does not itself
imply that assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to
pay the liabilities of any other consolidated entity, or that the liabilities of any other consolidated entity (including any special-
purpose entity formed for a particular project) are obligations of any other consolidated entity. Investments in real estate joint
ventures over which we have the ability to exercise significant influence, but for which we do not have financial or operating
control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings (loss) of these joint
ventures is included in consolidated net income (loss). All intercompany transactions and balances are eliminated in consolidation.
We own 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), and therefore it is included
in the consolidated financial statements. Ramco has elected to be a taxable REIT subsidiary for federal income tax
purposes. Ramco provides property management services to us and to other entities, including certain real estate joint venture
partners.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities and reported amounts that are not readily apparent from other sources. Actual results could differ
from those estimates.
Reclassifications
Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order
to conform to the current presentation.
Correction of Immaterial Error
In the third quarter of 2017, management identified certain special assessment obligations on undeveloped land that required
revision. The adjustment to revise the obligations approximated $3.1 million. The correction had no impact on earnings or cash
flows for 2016 and 2015.
F-10
Pursuant to the guidance of Staff Accounting Bulletin ("SAB") No. 99, Materiality, the Company concluded that the adjustments
were not material to any of its prior period financial statements. Although the adjustments were immaterial to prior periods, the
prior period financial statements were revised, in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements, due to the significance of the out-of-period correction in
the third quarter of 2017.
A reconciliation of the effects of the correction to the previously reported balance sheet at December 31, 2016 follows:
Other liabilities
Total liabilities
Accumulated distributions in excess of net income
Noncontrolling interest
Total shareholder's equity
As reported
6,800
December 31, 2016
Adjustment
(In thousands)
3,093
$
$
1,169,807
$
(381,912) $
$
20,968
891,691
$
3,093
$
(3,022) $
(71) $
(3,093) $
$
$
$
$
$
Adjusted
9,893
1,172,900
(384,934)
20,897
888,598
A reconciliation of the effects of the correction to the previously reported statement of stockholders' equity for the years ending
December 31, 2016, 2015 and 2014 follows:
Accumulated distributions in excess of net income, as reported
Correction
Accumulated distributions in excess of net income, adjusted
Noncontrolling interest, as reported
Correction
Noncontrolling interest, adjusted
Revenue Recognition and Accounts Receivable
Year Ended December 31,
2016
2015
2014
(In thousands)
(381,912) $
(3,022)
(384,934) $
(365,747) $
(3,022)
(368,769) $
(358,525)
(3,022)
(361,547)
20,968
(71)
20,897
$
$
22,053
(71)
21,982
$
$
25,861
(71)
25,790
$
$
$
$
Our shopping center space is generally leased to retail tenants under leases that are classified as operating leases. We recognize
minimum rents using the straight-line method over the terms of the leases commencing when the tenant takes possession of the
space or when construction of landlord funded improvements is substantially complete. Certain of the leases also provide for
contingent percentage rental income which is recorded on an accrual basis once the specified target that triggers this type of income
is achieved. The leases also provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real
estate taxes and other operating expenses ("Recovery Income"). The majority of our Recovery Income is estimated and recognized
as revenue in the period the recoverable costs are incurred or accrued. Revenues from management, leasing, and other fees are
recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income
is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space. When a lease is
terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is
generally recognized evenly over the remaining term of the modified lease agreement.
Current accounts receivable from tenants primarily relate to contractual minimum rent, percentage rent and recovery income.
We provide for bad debt expense based upon the allowance method of accounting. We monitor the collectability of our accounts
receivable from specific tenants on an ongoing basis, analyze historical bad debts, customer creditworthiness, current economic
trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts. Allowances are taken
for those balances that we have reason to believe may be uncollectible. When tenants are in bankruptcy, we make estimates of
F-11
the expected recovery of pre-petition and post-petition claims. The period to resolve these claims can exceed one
year. Management believes the allowance for doubtful accounts is adequate to absorb currently estimated bad debts. However,
if we experience bad debts in excess of the allowance we have established, our operating income would be reduced. At
December 31, 2017 and 2016, our accounts receivable were $26.1 million and $24.0 million, respectively, net of allowances for
doubtful accounts of $1.4 million and $1.9 million, respectively.
In addition, many of our leases contain non-contingent rent escalations for which we recognize income on a straight-line basis
over the non-cancelable lease term. This method results in rental income in the early years of a lease being higher than actual
cash received, creating a straight-line rent receivable asset which is included in the “Other assets, net” line item in our consolidated
balance sheets. We review our unbilled straight-line rent receivable balance to determine the future collectability of revenue that
will not be billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other
factors. Our evaluation is based on our assessment of tenant credit risk changes indicating that expected future straight-line rent
may not be realized. Depending on circumstances, we may provide a reserve against the previously recognized straight-line rent
receivable asset for a portion, up to its full value, that we estimate may not be received. The balance of straight-line rent receivable
at December 31, 2017 and 2016, net of allowances of $2.7 million and $3.2 million was $19.4 million and $18.8 million,
respectively. To the extent any of the tenants under these leases become unable to pay its contractual cash rents, we may be required
to write down the straight-line rent receivable from that tenant, which would reduce our operating income.
Real Estate
Real estate assets that we own directly are stated at cost less accumulated depreciation. Depreciation is computed using the straight-
line method. The estimated useful lives for computing depreciation are generally 10 – 40 years for buildings and improvements
and 5 – 30 years for parking lot surfacing and equipment. We capitalize all capital improvement expenditures associated with
replacements and improvements to real property that extend the property's useful life and depreciate them over their estimated
useful lives ranging from 15 – 25 years. In addition, we capitalize qualifying tenant leasehold improvements and depreciate them
over the lesser of the useful life of the improvements or the term of the related tenant lease. We also capitalize direct internal and
external costs of procuring leases and amortize them over the base term of the lease. If a tenant vacates before the expiration of
its lease, we charge unamortized leasing costs and undepreciated tenant leasehold improvements of no future value to expense. We
charge maintenance and repair costs that do not extend an asset’s life to expense as incurred.
Sale of a real estate asset is recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing
investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks
and rewards of ownership of the asset. We will classify properties as held for sale when executed purchase and sales agreement
contingencies have been satisfied thereby signifying that the sale is legally binding.
Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the results of operations of an
acquired property are included in our results of operations from the date of acquisition. Estimates of fair values are based upon
future cash flows and other valuation techniques in accordance with our fair value measurements policy, which are used to allocate
the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, identifiable
intangibles and any gain on purchase. Identifiable intangible assets and liabilities include the effect of above-and below-market
leases, the value of having leases in place (“as-is” versus “as if vacant” and absorption costs), other intangible assets such as
assumed tax increment revenue bonds and out-of-market assumed mortgages. Depreciation and amortization are computed using
the straight-line method over the estimated useful lives of 40 years for buildings, and over the remaining terms of any intangible
asset contracts and the respective tenant leases, which may include bargain renewal options. The impact of these estimates,
including estimates in connection with acquisition values and estimated useful lives, could result in significant differences related
to the purchased assets, liabilities and subsequent depreciation or amortization expense.
Real estate also includes costs incurred in the development of new operating properties and the redevelopment of existing operating
properties. These properties are carried at cost and no depreciation is recorded on these assets until the commencement of rental
revenue or no later than one year from the completion of major construction. These costs include pre-development costs directly
identifiable with the specific project, development and construction costs, interest, real estate taxes and insurance. Interest is
capitalized on land under development and buildings under construction based on the weighted average rate applicable to our
borrowings outstanding during the period and the weighted average balance of qualified assets under development/redevelopment
during the period. Indirect project costs associated with development or construction of a real estate project are capitalized until
the earlier of one year following substantial completion of construction or when the property becomes available for occupancy.
The capitalized costs associated with development and redevelopment projects are depreciated over the useful life of the
improvements. If we determine a development or redevelopment project is no longer probable, we expense all capitalized costs
which are not recoverable.
F-12
It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant
anchor leasing commitments, construction financing and joint venture partner commitments, if appropriate. We are in the
entitlement and pre-leasing phases at our development projects.
Accounting for the Impairment of Long-Lived Assets
We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis
whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable. These
changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income,
real estate values and expected holding period. The viability of all projects under construction or development, including those
owned by unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including requirements
relating to abandonment of assets or changes in use. To the extent a project, or individual components of the project, is no longer
considered to have value, the related capitalized costs are charged against operations.
Impairment provisions resulting from any event or change in circumstances, including changes in management’s intentions or
management’s analysis of varying scenarios, could be material to our consolidated financial statements.
We recognize an impairment of an investment in real estate when the estimated undiscounted cash flow is less than the net carrying
value of the property. If it is determined that an investment in real estate is impaired, then the carrying value is reduced to the
estimated fair value as determined by cash flow models and discount rates or comparable sales in accordance with our fair value
measurement policy.
In 2017, we recorded impairment provisions totaling $1.0 million and $8.4 million, related to developable land and on shopping
centers classified as income producing, respectively. The adjustment related to land was triggered by unforeseen increases in
development costs and changes in associated sales price assumptions. The impairment provision on income producing properties
was related to the Company's decision to market for potential sale certain wholly-owned income producing properties.
Investments in Real Estate Joint Ventures
We have four equity investments in unconsolidated joint venture entities in which we own 30% or less of the total ownership
interest. Under three of the joint ventures, because we can influence but not make significant decisions without our partners'
approval, these investments are accounted for under the equity method of accounting. We provide leasing, development, asset
and property management services to these joint ventures for which we are paid fees.
The fourth joint venture operating agreement does not provide any of the equity holders substantive kick-out rights nor substantive
participating rights, therefore we have concluded it is a variable interest entity. We have evaluated all explicit and implicit interests
and further concluded we do not control the entity, nor are we the primary beneficiary. Because we do not control the joint venture
we do not consolidate it as a variable interest entity, but instead account for it using the equity method. Refer to Note 6 of the
notes to the consolidated financial statements for further information regarding our equity investments in unconsolidated joint
ventures.
We review our equity investments in unconsolidated entities for impairment on a venture-by-venture basis whenever events or
changes in circumstances indicate that the carrying value of the equity investment may not be recoverable. In testing for impairment
of these equity investments, we primarily use cash flow models, discount rates, and capitalization rates to estimate the fair value
of properties held in joint ventures, and mark the debt of the joint ventures to market. Considerable judgment by management is
applied when determining whether an equity investment in an unconsolidated entity is impaired and, if so, the amount of the
impairment. Changes to assumptions regarding cash flows, discount rates or capitalization rates could be material to our
consolidated financial statements.
There were no impairment provisions on our equity investments in joint ventures recorded in 2017, 2016 or 2015.
Deferred Financing Costs
Debt issuance costs related to a recognized debt liability is presented in the balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. Unamortized debt issuance costs of $3.8 million and $3.7 million
are included in Notes payable, net as of December 31, 2017 and 2016, respectively.
F-13
Debt issuance costs associated with a line of credit arrangement is classified as an asset and subsequently amortized ratably over
the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit
arrangement. Unamortized debt issuance costs related to our unsecured revolving credit facility of $2.7 million and $1.2 million
are included in Other assets, net as of December 31, 2017 and 2016, respectively.
Other Assets, net
Other assets consist primarily of acquired development agreement intangibles, an acquired ground lease intangible, straight-line
rent receivable, deferred leasing costs, deferred financing costs related to our unsecured revolving credit facility and prepaid
expenses. Deferred financing costs related to our unsecured revolving credit facility and leasing costs are amortized using the
straight-line method over the terms of the respective agreements, which approximates the effective interest method. Should a
tenant terminate its lease, the unamortized portion of the leasing cost is expensed. Unamortized deferred financing costs are
expensed when the related agreements are terminated before their scheduled maturity dates. Lastly, the acquired development
agreement and acquired ground lease intangible assets are amortized over the terms of the respective agreements as well.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash balances
in individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). As of
December 31, 2017, we had $11.1 million in excess of the FDIC insured limit.
Recognition of Share-based Compensation Expense
We grant share-based compensation awards to employees and trustees in the form of restricted common shares and in the past we
have granted stock options to employees and trustees. Our share-based award costs are equal to each grant date fair value and are
recognized over the service periods of the awards using the graded vesting method. See Note 15 of the notes to the consolidated
financial statements for further information regarding our share based compensation.
Income Tax Status
We made an election, and believe our operating activities permit us, to qualify as a REIT for federal income tax
purposes. Accordingly, we generally will not be subject to federal income tax, provided that we distribute at least 90% of our
taxable income annually to our shareholders and meet other conditions. We are obligated to pay state taxes, generally consisting
of franchise or gross receipts taxes in certain states which are not material to our consolidated financial statements.
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. During the years ended
December 31, 2017, 2016, and 2015, we sold various properties and land parcels at a gain, resulting in both a federal and state
tax liability. See Note 16 of the notes to the consolidated financial statements for further information regarding income taxes.
Variable Interest Entities
Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest
qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both
(i) the power to direct the activities that most significantly impact economic performance of the VIE, and (ii) the obligation to
absorb losses or the right to receive benefits that could potentially be significant to the VIE.
We have evaluated our investments in joint ventures and determined that three of our joint ventures do not meet the requirements
of a VIE and, therefore, consolidation of these ventures is not required. While the fourth joint venture does meet the requirements
of a VIE, we have concluded we are not the primary beneficiary and therefore do not consolidate the entity. Accordingly, all our
investments are accounted for using the equity method.
Noncontrolling Interest in Subsidiaries
There are third parties who have certain noncontrolling interests in the Operating Partnership that are exchangeable for our common
shares on a 1:1 basis or cash, at our election. Noncontrolling interest is classified as a separate component of equity outside of
the permanent equity section of our consolidated balance sheets. Consolidated net income and comprehensive income includes
the noncontrolling interest’s share. The calculation of earnings per share is based on income available to common shareholders.
F-14
Segment Information
Our primary business is the ownership, management, redevelopment, development and operation of retail shopping centers. We
do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance. We
review operating and financial data for each property on an individual basis and define an operating segment as an individual
property. The individual properties have been aggregated into one reportable segment based upon their similarities with regard
to both the nature and economics of the centers, tenants and operational processes, as well as long-term financial performance. No
one individual property constitutes more than 10% of our revenue or property operating income and none of our shopping centers
is located outside the United States. Accordingly, we have a single reportable segment for disclosure purposes.
2. Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2017-01,
"Clarifying the Definition of a Business" ("ASU 2017-01"). ASU 2017-01 changes the definition of a business to exclude
acquisitions where substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or a group
of similar identifiable assets. While there are various differences between the accounting for an asset acquisition and a business
combination, the largest impact is that certain transaction costs are capitalized for asset acquisitions rather than expensed when
they are considered business combinations. ASU 2017-01 is effective for annual periods beginning after December 15, 2018;
however the Company early adopted this standard during the first quarter of 2017. Transaction costs of $0.6 million have been
capitalized in connection with our 2017 acquisitions.
In 2016, the FASB issued ASU 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition
to the Equity Method of Accounting" ("ASU 2016-07"). ASU 2016-07 eliminates the requirement that when an investment qualifies
for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must
adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had
been in effect during all previous periods that the investment had been held. The amendments require that the equity method
investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest
and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore,
upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments
also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting
recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the
investment becomes qualified for use of the equity method. The amendments should be applied prospectively upon their effective
date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The
Company adopted this standard on January 1, 2017 and it did not have a material impact on our consolidated financial statements.
In March 2016, the FASB updated ASC Topic 718 "Compensation - Stock Compensation" with ASU 2016-09 "Improvements to
Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of share-based payment
award transactions, including tax consequences, classification of awards and the classification on the statement of cash flows.
ASU 2016-09 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2016.
The adoption of this standard resulted in classifying cash paid by the Company to taxing authorities when directly withholding
shares upon vesting as financing activities in the consolidated statements of cash flows. The adoption of this update did not have
a material impact on our consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12 "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting
for Hedging Activities" ("ASU 2017-12"). These amendments refine and expand hedge accounting for both financial (e.g., interest
rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face
of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge
accounting guidance. It is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal
years, however the Company early adopted this standard during the fourth quarter of 2017. The adoption resulted in a cumulative
effect adjustment of approximately $0.2 million as reflected in the consolidated statements of stockholders' equity.
F-15
Recent Accounting Pronouncements
In September 2017, the FASB issued ASU 2017-13 "'Revenue Recognition (Topic 605), Revenue from Contracts with Customers
(Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement
at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments" ("ASU 2017-13").
The amendments in ASU 2017-13 amend the early adoption date option for certain companies related to the adoption of ASU
2014-09 related to revenue and ASU 2016-02 related to leases and is effective consistent with each of these updates. The adoption
of this update is not anticipated to have a material impact on our consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09 "Compensation - Stock Compensation (Topic 718): Scope of Modification
Accounting" ("ASU 2017-09"). ASU 2017-09 clarifies guidance about what changes to the terms and conditions of a share-based
payment award require an entity to apply modification accounting in Topic 718. It is effective for annual periods, and interim
periods within those annual periods, beginning after December 15, 2017. The adoption of this standard is not anticipated to have
a material impact on our consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial
Assets" ("ASU 2017-05"). ASU 2017-05 clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the
definition of an in substance nonfinancial asset. ASU 2017-05 also defines the term in substance nonfinancial asset. In addition,
ASU 2017-05 eliminates the guidance specific to real estate sales in ASC 360-20. It is effective for annual periods beginning after
December 15, 2017. We will adopt ASU 2017-05 simultaneously with the new revenue standard using the modified retrospective
method on January 1, 2018.
In preparing for the adoption of ASU 2017-05, the Company identified the sale of a nonfinancial asset (real estate) in the fourth
quarter of 2017 that the new guidance applies to. As such, the Company anticipates an adjustment under the modified retrospective
method on January 1, 2018 of approximately $2.2 million to equity associated with this transaction. The adjustment will have no
impact on earnings or cash flows in 2018.
In January 2017, the FASB issued ASU 2017-04 "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04
simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical
purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after
December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill
impairment tests performed on testing dates after January 1, 2017. We do not anticipate the adoption of ASU 2017-04 will have
a material impact on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18 "Statement of Cash Flows". This new guidance is effective January 1, 2018,
with early adoption permitted, and requires amounts that are generally described as restricted cash and restricted cash equivalents
to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown
on the statement of cash flows. The pronouncement requires a retrospective transition method of adoption. Upon adoption, the
Company will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period
total amounts on the statement of cash flows rather than within an activity on the statement of cash flows.
In August 2016, the FASB issued ASU 2016-15 "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"),
which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash
payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant
source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those
fiscal years, with early adoption permitted, including adoption in an interim period. We are currently evaluating the guidance and
have not determined the impact this standard may have on our consolidated financial statements.
In June 2016, the FASB updated Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses"
with ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” ("ASU 2016-13"). ASU 2016-13 enhances the
methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss
estimates. ASU 2016-13 is effective for annual periods (including interim periods within those periods) beginning after December
15, 2019. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated
financial statements.
In February 2016, the FASB updated ASC Topic 842 "Leases" ("ASU 2016-02"). ASU 2016-02 requires lessees to record operating
and financing leases as assets and liabilities on the balance sheet and lessors to expense costs that are not direct leasing costs.
ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted using a modified
retrospective approach. The Company continues to evaluate the effect the adoption of ASU 2016-02 will have on our consolidated
F-16
financial statements and related disclosures. However, we currently believe the adoption of ASU 2016-02 will not have a material
impact for operating leases where we are a lessor and we will continue to record revenues from rental properties for operating
leases on a straight-line basis. In addition, for leases where the Company is a lessee, primarily the Company’s ground lease and
administrative office lease, the Company believes it will record a lease liability and a right of use asset at fair value upon adoption
related to these items. Also under this new pronouncement, non-lease components of new or modified leases, including common
area maintenance reimbursements, will be accounted for under the Revenue from Contracts with Customers guidance described
below. The Company anticipates that it will be required to bifurcate certain lease revenues between lease and non-lease components.
Additionally, only incremental direct leasing costs may be capitalized under this new guidance. The Company expects to adopt
this new guidance on January 1, 2019 and will continue to evaluate the impact of this guidance until it becomes effective.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 is a
comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well
as impact the existing GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company
will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an
amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance
obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP
guidance. ASU 2014-09 will be effective for public entities for annual and interim reporting periods beginning after December
15, 2017 and early adoption is permitted in periods ending after December 15, 2016. The guidance permits two methods of adoption:
retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect
initially applying the guidance recognized at the date of initial application (modified retrospective method). We will adopt the
standard and the related updates subsequently issued by the FASB using the modified retrospective method on January 1, 2018.
ASU 2014-09 applies only to certain revenue included in Other Property Income and Management and Other Fee Income in our
Consolidated Statement of Operations which approximate $4.8 million or less than 2.0% of total revenue. The timing of revenue
recognition associated with these items is expected to remain substantially unchanged and no adjustment is expected upon adoption.
In addition, ASU 2014-09 may result in additional disclosures associated with disaggregation of revenue, contract balances included
in the consolidated balance sheet, information associated with our performance obligations included in our contracts with customers,
significant judgments and changes in judgments made by management around contracts, and assets recognized from costs to obtain
or fulfill a contract, where applicable.
3. Real Estate
Included in our net real estate are income producing shopping center properties that are recorded at cost less accumulated
depreciation and amortization, construction in process and land available for development or sale.
Following is the detail of the construction in progress and land available for development or sale as of December 31, 2017 and
2016:
Construction in progress
Land available for development
Land available for sale
Total
December 31,
2017
2016
(In thousands)
$
$
26,598
25,596
6,049
58,243
$
$
23,445
26,805
10,974
61,224
Construction in progress represents existing development, redevelopment and tenant build-out projects. When projects are
substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.
Land available for development or sale includes real estate projects where vertical construction has yet to commence, but which
have been identified by us and are available for future development when market conditions dictate the demand for a new shopping
center.
F-17
4. Property Acquisitions and Dispositions
Acquisitions
The following table provides a summary of our acquisitions during 2017 and 2016:
Property Name
Location
2017
Providence Marketplace
Webster Place
Total consolidated income producing acquisitions
Mt. Juliet, TN
Chicago, IL
Troy Marketplace - Outparcel
Troy Marketplace - Outparcel
Troy Marketplace - Outparcel
Total consolidated land acquisitions / outparcel
acquisitions
Troy, MI
Troy, MI
Troy, MI
Total acquisitions
2016
Centennial Shops
Total acquisitions
Edina, MN
GLA Acreage
Date
Acquired
Purchase
Price
Debt
(In thousands)
(In thousands)
Gross
632
135
767
N/A
N/A
N/A
—
767
85
85
N/A
N/A
—
0.4
0.4
0.5
1.3
1.3
N/A
—
02/17/17
02/17/17
$ 115,126
53,162
168,288
$ —
—
—
08/24/17
06/30/17
01/17/17
901
175
475
1,551
—
—
—
—
$ 169,839
$ —
10/11/16
$ 31,980
$ 31,980
$ —
$ —
The total aggregate fair value of the acquisitions was allocated and is reflected in the following table in accordance with accounting
guidance for business combinations. At the time of acquisition, these assets and liabilities were considered Level 3 fair value
measurements:
Land
Buildings and improvements
Above market leases
Ground leasehold
Lease origination costs
Other assets
Below market leases
Net assets acquired (1)
December 31,
2017
2016
(In thousands)
$
$
52,132
107,156
409
—
12,885
3,899
(6,642)
169,839
$
$
—
29,639
—
2,203
4,717
813
(5,392)
31,980
(1) The 2017 net assets acquired include $4.0 million of deposits paid in 2016. The 2016 net assets acquired include $19.0
million of escrowed proceeds from dispositions.
Total revenue and net income for the 2017 acquisitions included in our consolidated statement of operations for the year ended
December 31, 2017 were $13.4 million and $2.3 million, respectively.
F-18
Unaudited Proforma Information
If the 2017 and 2016 acquisitions had occurred on January 1, 2016, our consolidated revenues and net income for the years ended
December 31, 2017 and 2016 would have been as follows:
Consolidated revenue
Consolidated net income available to common shareholders
Years Ended December 31,
2017
2016
(in thousands)
267,181
62,696
$
$
267,170
53,539
$
$
F-19
Dispositions
The following table provides a summary of our disposition activity during 2017 and 2016.
Property Name
Location
GLA
Acreage
Date Sold
(In thousands)
Gross
Sales
Price
Gain (loss)
on Sale
(In thousands)
2017
Liberty Square
Rolling Meadows
Village Plaza
Millennium Park
(1)
Hoover Eleven
Auburn Mile - Aqua Tots
New Towne Plaza
Clinton Valley
Roseville Towne Center
Gaines Marketplace
Walgreen's Data Center
Auburn Mile
Oak Brook Square
Total income producing dispositions
Holcomb Roswell - Outparcel
River City Marketplace - Outparcel
Hartland - Outparcel
River City Marketplace
Lakeland Park Center - Outparcel
Total outparcel dispositions
Total dispositions
2016
Shoppes at Fairlane Meadows
Livonia Plaza
Lakeshore Marketplace
River Crossing Centre
Centre at Woodstock
Troy Towne Center
Total income producing dispositions
Lakeland Park Center - Outparcel
Harvest Junction LLC - Outparcel
Conyers Crossing - Chipotle Outparcel
Lakeshore Marketplace - Outparcel
The Towne Center at Aquia - Outparcel
Total outparcel dispositions
Total dispositions
Wauconda, IL
Rolling Meadows, IL
Lakeland, FL
Livonia, MI
Warren, MI
Auburn Hills, MI
Canton Township, MI
Sterling Heights, MI
Roseville, MI
Caledonia, MI
Mount Prospect, IL
Auburn Hills, MI
Flint, MI
Alpharetta, GA
Jacksonville, FL
Hartland, MI
Jacksonville, FL
Lakeland, FL
Dearborn, MI
Livonia, MI
Norton Shores, MI
New Port Ritchey, FL
Woodstock, GA
Troy, OH
Lakeland, FL
Longmont, CO
Conyers, GA
Norton Shores, MI
Stafford, VA
107
134
158
273
281
5
193
205
77
60
73
91
152
1,809
N/A
N/A
N/A
N/A
N/A
—
1,809
157
137
343
62
87
144
930
N/A
N/A
N/A
N/A
N/A
—
930
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
—
1.0
0.9
1.3
1.4
1.8
6.4
6.4
N/A
N/A
4.6
N/A
N/A
N/A
4.6
3.2
6.4
0.5
0.7
0.7
11.5
16.1
12/27/17
$
14,075
$
12/21/17
12/15/17
11/30/17
09/29/17
08/25/17
08/04/17
08/01/17
07/24/17
07/07/17
07/07/17
03/17/17
02/10/17
17,350
19,000
51,000
20,350
1,000
26,000
23,500
10,250
9,500
6,200
13,311
14,200
$ 225,736
12/29/17
$
09/29/17
08/04/17
07/27/17
03/31/17
$
375
360
550
675
1,305
3,265
$ 229,001
$
$
$
$
09/30/16
$
20,333
$
09/20/16
06/30/16
06/29/16
06/29/16
02/02/16
19,800
27,750
12,500
16,000
12,400
$ 108,783
12/29/16
$
12/15/16
06/27/16
06/15/16
01/15/16
1,829
1,000
1,000
302
750
$
4,881
$ 113,664
$
$
$
$
2,113
5,815
3,547
5,056
—
123
16,120
7,376
(291)
690
252
6,991
4,185
51,977
(102)
63
148
493
185
787
52,764
484
9,091
6,368
6,750
5,893
6,274
34,860
76
21
579
(6)
251
921
35,781
(1) In November 2017, we disposed of Millennium Park to an entity in which we hold a 30.0% equity interest. Net proceeds from closing excluded
$3.0 million which was used to fund our equity investment. In addition, as a result of our continuing involvement with the shopping center, we
deferred approximately $2.2 million of gain on the transaction.
In September 2016, approximately $19.0 million of the proceeds related to the Livonia Plaza disposition were placed into escrow at closing for
the acquisition of Centennial Shops under an Internal Revenue Code 1031 exchange.
In August 2016, we conveyed the title to and interest in The Towne Center at Aquia to the mortgage lender for the property. At the time of
conveyance, the outstanding balance of the mortgage loan was $11.8 million, resulting in a loss on extinguishment of debt of $0.8 million.
F-20
5. Impairment Provisions
We established provisions for impairment for the following consolidated assets:
Land available for development or sale
Income producing properties marketed for sale
Total
Year Ended December 31,
2017
$
$
982
8,422
9,404
$
$
2016
(In thousands)
977
—
977
$
$
2015
2,521
—
2,521
During 2017, the Company's decision to market for potential sale certain wholly-owned income producing properties resulted in
an impairment provision of $8.4 million. The adjustment was triggered by changes in the associated market prices and expected
hold period assumptions related to these shopping centers.
During 2017, changes in the expected use and changes in associated sales price assumptions related to land held for development
or sale resulted in an impairment provision of $1.0 million.
During 2016 and 2015, unforeseen increases in development costs and changes in associated sales price assumptions related to
land held for development or sale resulted in impairment provisions of $1.0 million and 2.5 million, respectively.
F-21
6. Equity Investments in Unconsolidated Joint Ventures
We have four joint venture agreements whereby we own 7%, 20%, 30% and 30%, respectively, of the equity in each joint venture.
Under three of the joint ventures, we and the joint venture partners have joint approval rights for major decisions, including those
regarding property operations. We cannot make significant decisions without our partner’s approval. Accordingly, we account
for our interest in the joint ventures using the equity method.
The fourth joint venture was created in November 2017. The Company became a 30.0% equity investor in the entity for $3.0
million. In connection with the formation of the joint venture, the joint venture also acquired the Millennium Park shopping center
from the Company. The partial disposal resulted in a deferred gain of approximately $2.2 million. The operating agreement of
the joint venture does not provide the equity investors substantive kick-out rights nor substantive participating rights, therefore
we have concluded it is a variable interest entity. The Company has evaluated all explicit and implicit interests and further
concluded we do not control the entity, nor are we the primary beneficiary. Because we do not control the joint venture we do not
consolidate it as a variable interest entity, but instead account for it using the equity method. As of December 31, 2017, the
Company's exposure to loss in the variable interest joint venture approximated the carrying value of its equity investment of $0.8
million.
Combined financial information of our unconsolidated joint ventures is summarized as follows:
Balance Sheets
ASSETS
Investment in real estate, net
Other assets
Total Assets
LIABILITIES AND OWNERS' EQUITY
Mortgage notes payable
Other liabilities
Owners' equity
Total Liabilities and Owners' Equity
RPT's equity investments in unconsolidated joint ventures
December 31,
2017
2016
(In thousands)
$
$
$
$
$
93,801
4,099
97,900
42,330
220
55,350
97,900
3,493
$
$
$
$
$
43,995
3,712
47,707
—
219
47,488
47,707
3,150
F-22
Statements of Operations
2017
Total revenue
Total expenses
Gain on sale of real estate
Net income from continuing operations
Discontinued operations (1)
Gain on sale of real estate (2)
Income (loss) from discontinued operations
Net income (loss) from discontinued operations
Net income (loss)
RPT's share of earnings from unconsolidated joint ventures
$
$
$
Years Ended December 31,
2016
(In thousands)
4,742
$
(3,030)
—
1,712
4,620
(3,067)
—
1,553
$
—
—
—
1,553
273
$
$
371
492
863
2,575
454
$
$
2015
10,297
(7,113)
9,237
12,421
3,025
857
3,882
16,303
17,696
(1) Discontinued operations reflects results of operations for those properties that meet the criteria for discontinued operations under ASU
2014-08.
(2) During 2015 Ramco 450 sold all of the properties from the joint venture. Ramco acquired its partners interest in six properties, our joint
venture partner acquired our interest in one property and the final property, Chester Springs, was sold to an unrelated third party. The
seven properties sold to partners in the venture generated a gain of $65.6 million, our share, $13.1 million, is recognized in the earnings
(loss) from unconsolidated joint ventures. Ramco 450 recognized the gain as a distribution to the partners.
Acquisitions
The following table provides a summary of our unconsolidated joint venture property acquisitions during 2017 and 2016:
Property Name
Location
2017
Millennium Park (1)
Livonia, MI
GLA
(In thousands)
Acreage
Date
Acquired
Gross
Purchase
Price
(In thousands)
Debt
Assumed
273
273
N/A
N/A
11/30/17 $ 51,000
$ 51,000
$
$
—
—
2016
None
(1) In November 2017, we disposed of Millennium Park to an entity in which we hold a 30.0% equity interest. Net proceeds from
closing excluded $3.0 million which was used to fund our equity investment. In addition, as a result of our continuing involvement
with the shopping center, we deferred approximately $2.2 million of gain on the transaction.
F-23
Dispositions
The following table provides a summary of our unconsolidated joint venture property disposition activity during 2017 and 2016.
Property Name
2017
None
Location
GLA
(In thousands)
Ownership
%
Date
Sold
Gross
Sales
Price
(In thousands)
Gain on
Sale (at
100%)
2016
Kissimmee West Shopping Center
Kissimmee, FL
116
116
RPT proportionate share of gross sales price and gain on sale of joint venture property
Joint Venture Management and Other Fee Income
7% 6/14/2016
$ 19,400
$ 19,400
$
1,358
$
$
$
371
371
26
We are engaged by certain of our joint ventures, which we consider to be related parties, to provide asset management, property
management, leasing and investing services for such ventures' respective properties. We receive fees for our services, including
property management fees calculated as a percentage of gross revenues received and recognize these fees as the services are
rendered.
The following table provides information for our fees earned which are reported in our consolidated statements of operations:
Years Ended December 31,
2016
(In thousands)
318
$
118
45
48
529
276
146
33
—
455
$
$
$
2015
1,149
311
108
185
1,753
Management fees
Leasing fees
Acquisition/disposition fees
Construction fees
Total
2017
$
$
F-24
7. Other Assets, Net and Acquired Lease Intangible Assets, Net
Other assets, net consisted of the following:
Deferred leasing costs, net
Deferred financing costs on unsecured revolving credit facility, net
Acquired development agreements (1)
Ground leasehold intangible
Other, net
Total amortizable other assets
Straight-line rent receivable, net
Goodwill
Cash flow hedge mark-to-market asset
Prepaid and other deferred expenses, net
Other assets, net
December 31,
2017
2016
(In thousands)
$
$
34,545
2,691
20,105
2,173
2,579
62,093
19,370
2,089
3,133
4,231
90,916
$
$
35,071
1,190
21,149
2,198
2,835
62,443
18,794
2,089
2,143
4,247
89,716
(1) Represents in-place public improvement agreement of approximately $15.1 million and real estate tax exemption agreement of
approximately $5.0 million associated with two properties acquired in 2014.
Straight-line rent receivables are recorded net of allowances of $2.7 million and $3.2 million at December 31, 2017 and 2016,
respectively.
Acquired lease intangible assets, net consisted of the following:
Lease originations costs
Above market leases
Accumulated amortization
Net acquired lease intangibles
December 31,
2017
2016
(In thousands)
$
$
94,200
9,587
103,787
(44,228)
59,559
$
$
107,625
12,393
120,018
(47,594)
72,424
Acquired lease intangible assets have a remaining weighted-average amortization period of 10.3 years as of December 31,
2017. These intangible assets are being amortized over the lives of the applicable lease. Amortization of lease origination costs
is an increase to amortization expense and amortization of above-market leases is a reduction to minimum rent revenue over the
applicable terms of the respective leases. Amortization of the above market lease asset resulted in a reduction of revenue of
approximately $2.0 million, $2.5 million, and $3.1 million for the years ended December 31, 2017, 2016, and 2015, respectively.
F-25
Combined, amortizable other assets, net and acquired lease intangibles, net totaled $121.7 million. The following table
represents estimated aggregate amortization expense related to those assets as of December 31, 2017:
Year Ending December 31,
2018
2019
2020
2021
2022
Thereafter
Total
8. Debt
(In thousands)
20,228
$
15,956
12,900
10,958
8,522
53,088
121,652
$
The following table summarizes our mortgages and notes payable and capital lease obligation as of December 31, 2017 and 2016:
Senior unsecured notes
Unsecured term loan facilities
Fixed rate mortgages
Unsecured revolving credit facility
Junior subordinated notes
Unamortized premium
Unamortized deferred financing costs
Capital lease obligation
December 31,
2017
2016
(In thousands)
610,000
210,000
120,944
30,000
28,125
999,069
3,967
(3,821)
999,215
1,022
$
$
$
535,000
210,000
160,718
86,000
28,125
1,019,843
5,120
(3,740)
1,021,223
1,066
$
$
$
Senior unsecured notes and unsecured term loans
We completed the following financing transactions during 2017:
The Company closed a $75.0 million private placement of senior unsecured notes. The notes were issued in three tranches with
terms of 5, 10, and 12 years and a weighted average interest rate of 4.46%. Proceeds were used to pay off without penalty two
existing mortgages and for general corporate purposes.
In addition, the Company amended and repriced its $75.0 million term loan due 2021. The transaction reduced the loan’s interest
rate by 35 basis points for the remainder of the term.
Our $820.0 million of senior unsecured notes and unsecured term loans have interest rates ranging from 2.84% to 4.74% and are
due at various maturity dates from May 2020 through December 2029.
Mortgages
During 2017 we had the following mortgage transactions:
•
In November 2017, we repaid a maturing mortgage note secured by Market Plaza totaling $14.3 million with an interest
rate of 2.86%.
F-26
•
In December 2017, we repaid a mortgage note secured by Jackson Crossing totaling $22.3 million with an interest rate
of 5.76%.
Our $120.9 million of fixed rate mortgages have interest rates ranging from 3.76% to 7.38% and are due at various maturity dates
from December 2019 through June 2026. The fixed rate mortgage notes are secured by mortgages on properties that have an
approximate net book value of $179.9 million as of December 31, 2017.
We have no mortgages maturing in 2018 and only one mortgage maturing in 2019 for $3.0 million. It is our intent to repay this
mortgage using cash flow from operations, borrowings under our unsecured line of credit, or other sources of financing.
The mortgage loans encumbering our properties are generally nonrecourse, subject to certain exceptions for which we would be
liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a
material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower
that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly
and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy
petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued
thereon and certain other costs, including penalties and expenses.
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.
Revolving Credit Facility
In September 2017, the Company closed on its amended and restated $350.0 million unsecured revolving credit facility. The
credit facility matures September 2021 and can be extended one year to 2022 through two six-month options. Borrowings on the
credit facility are priced on a leverage grid ranging from LIBOR plus 130 basis points to LIBOR plus 195 basis points. At
December 31, 2017 borrowings were priced at LIBOR plus 135 basis points. Additionally, the facility allows for increased
borrowing capacity up to $650.0 million through an accordion feature.
During 2017 we had net payments of $56.0 million on our revolving credit facility and had outstanding letters of credit issued
under our revolving credit facility, not reflected in the accompanying consolidated balance sheets, totaling $1.3 million. These
letters of credit reduce borrowing availability under our bank facility. As of December 31, 2017, $318.7 million was available to
be drawn on our $350.0 million unsecured revolving credit facility subject to our compliance with certain covenants. As of
December 31, 2017 the variable interest rate was 2.71%.
Junior Subordinated Notes
Our junior subordinated notes have a variable rate of LIBOR plus 3.30%, for an effective rate of 4.68% at December 31, 2017. The
maturity date is January 2038.
Capital lease
At December 31, 2017 we had a capital ground lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky
with a gross carrying value of $13.2 million classified as land. Total amounts expensed as interest relating to this lease were $0.1
million, $0.1 million and $0.1 million for each of the years ended December 31, 2017, 2016, and 2015 respectively.
Covenants
Our revolving credit facility, senior unsecured notes and term loans contain financial covenants relating to total leverage, fixed
charge coverage ratio, tangible net worth and various other calculations. As of December 31, 2017, we were in compliance with
these covenants.
F-27
The following table presents scheduled principal payments on mortgages and notes payable and capital lease payments as of
December 31, 2017:
Year Ending December 31,
2018
2019
2020
2021(1)
2022
Thereafter
Subtotal debt
Unamortized mortgage premium
Unamortized deferred financing costs
Amounts representing interest
Total
$
$
Principal
Payments
Capital
Lease
Payments
$
(In thousands)
2,562
5,859
102,269
144,508
77,397
666,474
999,069
3,967
(3,821)
—
999,215
$
100
100
100
100
100
1,000
1,500
—
—
(478)
1,022
(1)
Scheduled maturities in 2021 include the $30.0 million balance on the unsecured revolving credit facility drawn as of December 31, 2017.
9. Acquired Lease Intangible Liabilities, Net
Acquired lease intangible liabilities, net were $60.2 million and $63.7 million as of December 31, 2017 and 2016, respectively.
The lease intangible liabilities relate to below-market leases and are being accreted over the applicable terms of the acquired leases,
which resulted in an increase in revenue of $6.4 million, $5.9 million, and $5.8 million for the years ended December 31, 2017,
2016 and 2015, respectively.
We completed two acquisitions in 2017 and the purchase price allocations included $6.6 million of acquired lease intangible
liabilities.
10. Fair Value
We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value
disclosures. Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis. Additionally, we, from
time to time, may be required to record other assets at fair value on a nonrecurring basis. As a basis for considering market
participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the
assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The assessed inputs used in
determining any fair value measurement could result in incorrect valuations that could be material to our consolidated financial
statements. These levels are:
Level 1
Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2
Level 3
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions
are observable in the market.
Valuation is generated from model-based techniques that use at least one significant assumption not observable in
the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in
pricing the asset or liability.
The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.
F-28
Derivative Assets and Liabilities
All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available. For those
derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such
as yield curves. We classify derivative instruments as Level 2. Refer to Note 11 of notes to the consolidated financial statements
for additional information on our derivative financial instruments.
The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31,
2017 and 2016.
2017
Balance Sheet location
Total Fair
Value
Level 1
Level 2
Level 3
(In thousands)
Derivative assets - interest rate swaps
Other assets
Derivative liabilities - interest rate swaps
2016
Other liabilities
Derivative assets - interest rate swaps
Derivative liabilities - interest rate swaps
Other assets
Other liabilities
$
$
$
$
3,133
$
(208) $
— $
— $
3,133
$
(208) $
2,143
$
(1,300) $
— $
— $
2,143
$
(1,300) $
—
—
—
—
Other Assets and Liabilities
The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are
reasonable estimates of their fair values because of the short maturity of these financial instruments.
Debt
We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements
with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount
rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the
debt is outstanding through maturity and considers the debt’s collateral (if applicable). Since such amounts are estimates that are
based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any
financial instrument could be realized by immediate settlement of the instrument. Fixed rate debt (including variable rate debt
swapped to fixed through derivatives) with carrying values of $940.9 million and $905.7 million as of December 31, 2017 and
2016, respectively, have fair values of approximately $940.8 million and $900.3 million, respectively. Variable rate debt’s fair
value is estimated to be the carrying values of $58.1 million and $114.1 million as of December 31, 2017 and 2016, respectively.
We classify our debt as Level 2.
F-29
Net Real Estate
Our net real estate, including any identifiable intangible assets, are regularly subject to impairment testing but marked to fair value
on a nonrecurring basis. To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates
that market participants would use in pricing the asset. To the extent impairment has occurred, we charge to expense the excess
of the carrying value of the property over its estimated fair value. We classify impaired real estate assets as nonrecurring Level
3.
The table below presents the recorded amount of assets at the time they were marked to fair value during the years ended
December 31, 2017 and 2016 on a nonrecurring basis. We did not have any material liabilities that were required to be measured
at fair value on a nonrecurring basis during the years ended December 31, 2017 and 2016.
Assets
2017
Income producing properties
Land available for sale
Total
2016
Land available for sale
Total
Total Fair
Value
Level 1
Level 2
(In thousands)
Level 3
Total
Impairment
$
$
$
$
68,100
1,896
69,996
6,815
6,815
$
$
$
— $
—
— $
—
— $
— $
—
— $
— $
— $
68,100
1,896
69,996
6,815
6,815
$
$
$
$
(8,422)
(982)
(9,404)
(977)
(977)
Equity Investments in Unconsolidated Entities
Our equity investments in unconsolidated joint venture entities are subject to impairment testing on a nonrecurring basis if a decline
in the fair value of the investment below the carrying amount is determined to be a decline that is other-than-temporary. To estimate
the fair value of properties held by unconsolidated entities, we use cash flow models, discount rates, and capitalization rates based
upon assumptions of the rates that market participants would use in pricing the asset. To the extent other-than-temporary impairment
has occurred, we charge to expense the excess of the carrying value of the equity investment over its estimated fair value. We
classify other-than-temporarily impaired equity investments in unconsolidated entities as nonrecurring Level 3.
11. Derivative Financial Instruments
We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our
variable rate debt. We may also enter into forward starting swaps to set the effective interest rate on planned fixed rate financing. On
the date we enter into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to
be paid in connection with a recognized liability. Subsequent changes in the fair value of a derivative designated as a cash flow
hedge that is determined to be highly effective are recorded in other comprehensive income (“OCI”) until earnings are affected
by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received
is accrued, as interest rates change, and recognized currently as interest expense in our consolidated statements of operations. We
assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. Our cash flow hedges become ineffective
if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset
dates, calculation period and LIBOR rate. At December 31, 2017, all of our hedges were highly effective.
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 agreements for an aggregate notional amount of $60.0 million. All of our interest rate swap agreements are designated as
cash flow hedges The agreements provide for swapping one-month LIBOR interest rates ranging from 1.460% to 2.150% and
have expirations ranging from October 2018 to March 2023.
F-30
The following table summarizes the notional values and fair values of our derivative financial instruments as of December 31,
2017:
Underlying Debt
Derivative Assets
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Derivative Assets - Forward Swaps
Unsecured term loan facility
Total Derivative Assets
Derivative Liabilities
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Total Derivative Liabilities
Hedge
Type
Notional
Value
(In thousands)
Fixed
Rate
Fair
Value
Expiration
Date
(In thousands)
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
$
$
$
$
$
50,000
20,000
15,000
40,000
125,000
60,000
185,000
30,000
25,000
5,000
15,000
10,000
85,000
1.460% $
1.498%
1.490%
1.480%
$
$
1.770%
2.048% $
1.850%
1.840%
2.150%
2.150%
$
616
372
284
769
2,041
1,092
3,133
(78)
(28)
(5)
(58)
(39)
(208)
05/2020
05/2021
05/2021
05/2021
03/2023
10/2018
10/2018
10/2018
05/2020
05/2020
The effect of fair value and cash flow hedge accounting on Accumulated Other Comprehensive Income for the years ended
December 31, 2017 and 2016 is summarized as follows:
Derivatives in Cash Flow Hedging Relationship
Amount of Gain
Recognized in OCI on
Derivative
Year Ended December
31,
2017
2016
(In thousands)
Location of Loss
Reclassified from
Accumulated OCI into
Income
Interest rate contracts - assets
Interest rate contracts - liabilities
Total
$
$
1,373
1,983
3,356
$
$
3,718
Interest Expense
1,230
Interest Expense
4,948 Total
Amount of Loss
Reclassified from
Accumulated OCI into
Income
Year Ended December
31,
2017
2016
(In thousands)
$
(383) $ (2,217)
(289)
(891)
$ (1,274) $ (2,506)
F-31
12. Leases
Revenues
Approximate future minimum revenues from rentals under non-cancelable operating leases in effect at December 31, 2017,
assuming no new or renegotiated leases or option extensions on lease agreements and no early lease terminations were as follows:
Year Ending December 31,
2018
2019
2020
2021
2022
Thereafter
Total
Expenses
(In thousands)
175,747
$
160,699
145,066
123,300
96,357
309,956
1,011,125
$
We have an operating lease for our corporate headquarters in Michigan for a term expiring in 2019. We recognized rent expense
of $0.6 million, $0.6 million, and $0.6 million for the years ended December 31, 2017, 2016, and 2015, respectively.
We also have an operating ground lease at Centennial Shops located in Edina, Minnesota. The lease includes rent escalations
throughout the lease period and expires in April 2105. We recognized rent expense of $1.2 million and $0.2 million for the years
ended December 31, 2017 and 2016, respectively.
Approximate future rental payments under our non-cancelable operating leases, assuming no option extensions are as follows:
Year Ending December 31,
2018
2019
2020
2021
2022
Thereafter
Total
(In thousands)
1,494
$
1,285
856
856
856
95,283
100,630
$
F-32
13. Earnings per Common Share
The following table sets forth the computation of basic earnings per share (“EPS”):
Net income
Net (income) attributable to noncontrolling interest
Preferred share dividends and conversion costs
Allocation of income to restricted share awards
Net income available to common shareholders
Weighted average shares outstanding, Basic
Earnings per common share, Basic
The following table sets forth the computation of diluted EPS:
Net income
Net (income) attributable to noncontrolling interest
Preferred share dividends and conversion costs
Allocation of income to restricted share awards
Net income available to common shareholders
Weighted average shares outstanding, Basic
Stock options and restricted share awards using the treasury method
Weighted average shares outstanding, Diluted (1)(2)
$
$
$
$
$
Year Ended December 31,
2017
2015
2016
(In thousands, except per share data)
70,719
(1,659)
(6,701)
(429)
61,930
$
$
61,112
(1,448)
(6,701)
(354)
52,609
$
$
66,895
(1,786)
(7,338)
(336)
57,435
79,344
79,236
78,848
0.78
$
0.66
$
0.73
Year Ended December 31,
2015
2016
2017
(In thousands, except per share data)
70,719
(1,659)
(6,701)
(429)
61,930
$
$
61,112
(1,448)
(6,701)
(354)
52,609
$
$
79,344
186
79,530
79,236
199
79,435
66,895
(1,786)
(7,338)
(336)
57,435
78,848
187
79,035
Earnings per common share, Diluted
$
0.78
$
0.66
$
0.73
(1)
(2)
The assumed conversion of preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average
common shares used to compute diluted EPS.
The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable
for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests
in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination
of diluted earnings per share.
14. Shareholders’ Equity
Underwritten public offerings
We did not complete any underwritten public offerings in 2017, 2016 nor 2015.
Controlled equity offerings
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. The shares issuable in the
new distribution agreement are registered with the Securities and Exchange Commission on our registration statement on Form
S-3 (No. 333-211925). We issued no shares under the arrangement in either 2017 or 2016.
In 2015, through our previous controlled equity offering we issued 0.9 million common shares at an average price of $19.28 and
received approximately $17.1 million in net proceeds, after sales commissions and fees of $0.3 million.
F-33
Non-Controlling Interests
As of December 31, 2017, 2016 and 2015 we had 1,916,403, 1,917,329 and 2,001,461 OP Units outstanding, respectively. OP
Unit holders are entitled to exchange their units for our common shares on a 1:1 basis or for cash. The form of payment is at our
election. During 2017, 2016 and 2015, 926, 84,132 and 245,734 units were converted for cash in the amount of $0.01 million,
$1.5 million and $3.8 million, respectively.
Preferred Shares
As of December 31, 2017, 2016 and 2015 we had 1,848,539 shares of 7.25% Series D Cumulative Convertible Preferred Shares
(“Preferred Shares”) outstanding that have a liquidation preference of $50 per share and par value $0.01 per share, respectively.
The Preferred Shares are convertible at any time by the holders to our common shares at a conversion rate of $13.71, $13.94 and
$14.10 per share as of December 31, 2017, 2016 and 2015, respectively. The conversion rate is adjusted quarterly. The Preferred
Shares are also convertible under certain circumstances at our election. The holders of the Preferred Shares have no voting rights.
At December 31, 2017, 2016, and 2015, the Preferred Shares were convertible into approximately 6.7 million. 6.6 million and 6.6
million shares of common stock, respectively.
In April 2015, holders converted Preferred Shares with a liquidation preference of $7.6 million into 532,628 common shares
pursuant to the terms of the securities, and in connection we incurred conversion costs of approximately $0.5 million.
The following table provides a summary of dividends declared and paid per share:
Year Ended December 31,
2017
2016
2015
Declared
Paid
Declared
Paid
Declared
Paid
Common shares
Preferred shares
$
$
0.880
3.625
$
$
0.880
3.625
$
$
0.860
3.625
$
$
0.850
3.625
$
$
0.820
3.625
$
$
0.810
3.625
A summary of the income tax status of dividends per share paid is as follows:
Common shares
Ordinary dividend
Capital gain distribution
Non-dividend distribution
7.25% Series D Cumulative Convertible Preferred Shares
Ordinary dividend
Capital gain distribution
Year Ended December 31,
2017
2016
2015
$
$
$
$
0.686
0.034
—
0.720
2.725
0.137
2.862
$
$
$
$
0.64
0.16
—
0.800
2.881
0.744
3.625
$
$
$
$
0.658
—
0.162
0.820
3.625
—
3.625
The fourth quarter common shares distribution for 2017, which was paid on January 2, 2018, has been treated as paid on January 2,
2018 for income tax purposes. The fourth quarter distribution for 2016 which was paid on January 3, 2017 was treated as paid in
two tax years for income tax purposes, $0.16 per share is treated as paid on and reported to shareholders on December 31, 2016
and $0.06 per share is treated as paid on and reported to shareholders on January 3, 2017.
The fourth quarter preferred shares distribution for 2017, which was paid on January 2, 2018 has been treated as paid in two tax
years for income tax purposes, $0.14 has been treated as paid on December 31, 2017 and $0.76 has been treated as paid on January 2,
2018.
F-34
Dividend reinvestment plan
We have a dividend reinvestment plan that allows for participating shareholders to have their dividend distributions automatically
invested in additional shares of beneficial interest based on the average price of the shares acquired for the distribution.
15. Share-Based Compensation and Other Benefit Plans
Incentive and Stock Option Plans
As of December 31, 2017 we have one share-based compensation plan in effect, the 2012 Omnibus Long-Term Incentive Plan
(“2012 LTIP”). Under the plan our compensation committee may grant, subject to performance conditions as specified by the
compensation committee, restricted shares, restricted share units, options and other awards for up to 2.0 million of our common
shares, units or stock options, of which 1.2 million is available for issuance as of December 31, 2017.
The following share-based compensation plans have been terminated, except with respect to awards outstanding under each plan:
• The 2009 Omnibus Long-Term Incentive Plan ("2009 LTIP") which allowed for the grant of restricted shares, restricted
share units, options and other awards to trustees, officers and other key employees; and
• The 2008 Restricted Share Plan for Non-Employee Trustees (the "Trustees' Plan") which allowed for the grant of
restricted shares to non-employee trustees of the Company;
We recognized total share-based compensation expense of $4.4 million, $3.4 million, and $1.6 million for 2017, 2016, and 2015,
respectively.
Restricted Stock Share-Based Compensation
Under the 2012 LTIP, the Company has made grants of service-based restricted shares, performance-based cash awards and
performance-based equity awards.
The service-based employee restricted share awards include a five year vesting period and the compensation expense is recognized
on a graded vesting basis. The service-based trustee restricted share awards include a one year vesting period. We recognized
expense related to all restricted share awards of $2.7 million for the year ended December 31, 2017, $2.9 million for year ended
December 31, 2016 and $1.9 million for the year ended December 31, 2015.
The performance-based cash awards granted prior to 2017 are earned subject to a future performance measurement based on a
three-year shareholder return peer comparison (the “TSR Grants”). If the performance criterion is met the actual value of the
grant earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the
following year. The performance-based equity awards granted in 2017 are also earned subject to a future performance measurement
based upon a three-year shareholder return peer comparison. We recognized compensation expense of $1.5 million, $0.5 million
and $0.4 million related to these performance awards recorded during the years ended December 31, 2017, 2016 and 2015,
respectively.
Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of the cash and equity TSR Grants, and any
subsequent re-measurements, based upon a Monte Carlo simulation model. We recognize the compensation expense ratably over
the requisite service period and we are required to re-value the performance cash awards at the end of each quarter. We use the
same methodology as was used at the initial grant date and adjust the compensation expense accordingly. If it is determined that
the performance criteria will not be met, compensation expense previously recognized is reversed.
F-35
A summary of the activity of service based restricted shares under the LTIP for the years ended December 31, 2017, 2016 and
2015 is presented below:
Outstanding, beginning of the year
Granted
Vested
Forfeited or expired
Outstanding, end of the year
2017
2016
2015
Number of
Shares
327,543
210,895
$
$
(119,134) $
(7,109) $
412,195
$
Weighted-
Average
Grant Date
Fair Value
17.02
14.22
16.66
14.75
15.58
Number of
Shares
327,732
$
130,890
$
(124,187) $
(6,892) $
$
327,543
Weighted-
Average
Grant Date
Fair Value
16.39
17.80
15.88
16.76
17.02
Number of
Shares
365,524
$
180,914
$
(176,816) $
(41,890) $
$
327,732
Weighted-
Average
Grant Date
Fair Value
14.92
17.77
14.29
16.17
16.39
As of December 31, 2017 there was approximately $4.9 million of total unrecognized compensation cost related to non-vested
restricted share awards granted under our various share-based plans that we expect to recognize over a weighted average period
of 2.7 years.
Stock Option Share-Based Compensation
When we grant options, the fair value of each option granted, used in determining the share-based compensation expense, is
estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for
inputs including risk-free rates, expected dividend yield of the underlying common shares, expected option life and expected
volatility.
No options were granted under the LTIP in the years ended December 31, 2017, 2016 and 2015.
The following table reflects the stock option activity for all plans described above:
2017
2016
2015
Outstanding, beginning of the year
57,140
Shares
Under
Option
Weighted-
Average
Exercise Price
34.69
$
Shares
Under
Option
107,165
Weighted-
Average
Exercise Price
32.13
$
Shares
Under
Option
155,248
Weighted-
Average
Exercise Price
30.94
$
Exercised
Forfeited or expired
Outstanding, end of the year
Exercisable, end of the year
— $
—
(57,140) $
34.69
— $
— $
—
—
— $
(50,025) $
$
57,140
57,140
$
—
29.21
34.69
34.69
— $
(48,083) $
$
107,165
107,165
$
—
28.29
32.13
32.13
Other Benefit Plan
The Company has a defined contribution profit sharing plan and trust (the "Plan") with a qualified cash or deferred 401(k)
arrangement covering all employees. Participation in the Plan is discretionary for all full-time employees who have attained the
age of 21. The entry date eligibility is the first pay date of a quarter following the date of hire. Our expense for the years ended
December 31, 2017, 2016 and 2015 was approximately $0.2 million, $0.2 million and $0.2 million, respectively.
F-36
16. Taxes
Income Taxes
We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of
the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required to distribute annually at least 90%
of our REIT taxable income, excluding net capital gain, to our shareholders. As long as we qualify as a REIT, we will generally
not be liable for federal corporate income taxes.
Certain of our operations, including property management and asset management, as well as ownership of certain land, are
conducted through our TRSs which allows us to provide certain services and conduct certain activities that are not generally
considered as qualifying REIT activities.
Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for
financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Deferred tax assets are reduced
by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence,
including expected taxable earnings and potential tax planning strategies. Our temporary differences primarily relate to deferred
compensation, depreciation, impairment charges and net operating loss carryforwards.
As of December 31, 2017, we had a federal and state deferred tax asset of $6.7 million and a valuation allowance of $6.7 million,
which represents a decrease of $4.4 million from December 31, 2016. The decrease of $4.4 million is primarily attributable to
the reduction in the federal corporate income tax rate from 35% to 21% enacted by the Tax Cuts and Jobs Act of 2017 and effective
for taxable years beginning after December 31, 2017. Our deferred tax assets, such as net operating losses and land basis differences,
are reduced by an offsetting valuation allowance where there is uncertainty regarding their realizability. We believe that it is more
likely than not that the results of future operations will not generate sufficient taxable income to recognize the deferred tax assets.
These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales,
and other factors affecting the results of operations of the TRSs.
If in the future we are able to conclude it is more likely than not that we will realize a future benefit from a deferred tax asset, we
will reduce the related valuation allowance by the appropriate amount. The first time this occurs, it will result in a net deferred
tax asset on our balance sheet and an income tax benefit of equal magnitude in our statement of operations in the period we made
the determination.
During the years ended December 31, 2017, 2016 and 2015, we recorded an income tax provision of approximately $143 thousand,
$299 thousand, and $339 thousand, respectively.
We had no unrecognized tax benefits as of or during the three year period ended December 31, 2017. We expect no significant
increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2017. No
material interest or penalties relating to income taxes were recognized in the statement of operations for the years ended
December 31, 2017, 2016, and 2015 or in the consolidated balance sheets as of December 31, 2017, 2016, and 2015. It is our
accounting policy to classify interest and penalties relating to unrecognized tax benefits as tax expense. As of December 31, 2017,
returns for the calendar years 2014 through 2017 remain subject to examination by the Internal Revenue Service (“IRS”) and
various state and local tax jurisdictions. As of December 31, 2017, certain returns for calendar year 2013 also remain subject to
examination by various state and local tax jurisdictions.
Sales Tax
We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities.
17. Commitments and Contingencies
Construction Costs
In connection with the development and expansion of various shopping centers as of December 31, 2017, we had entered into
agreements for construction costs of approximately $20.8 million.
F-37
Litigation
We are currently involved in certain litigation arising in the ordinary course of business. We are not aware of any matters that
would have a material effect on our consolidated financial statements.
Environmental Matters
We are subject to numerous federal, state and local environmental laws, ordinances and regulations in the areas where we own or
operate properties. We are not aware of any contamination which may have been caused by us or any of our tenants that would
have a material effect on our consolidated financial statements.
As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs which
will expedite and assure satisfactory compliance with environmental laws and regulations should contaminants need to be
remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs.
While we believe that we do not have any material exposure to environmental remediation costs, we cannot give absolute assurance
that changes in the law or new discoveries of contamination will not result in additional liabilities to us.
18. Subsequent Events
We have evaluated subsequent events through the date that the consolidated financial statements were issued.
19. Selected Quarterly Financial Data (Unaudited)
The following table sets forth summarized quarterly financial data for the year ended December 31, 2017:
Total revenue
Operating income
Net income attributable to RPT
Net income available to common shareholders
Earnings per common share, basic: (1)
Earnings per common share, diluted:(1)
Quarters Ended 2017
March 31
June 30
September 30
December 31
(In thousands, except per share amounts)
$
$
$
$
$
$
67,825
13,091
13,098
11,423
0.14
0.14
$
$
$
$
$
$
67,062
18,132
6,105
4,430
0.05
0.05
$
$
$
$
$
$
65,931
16,531
28,933
27,258
0.34
0.33
$
$
$
$
$
$
64,263
15,646
20,923
19,248
0.24
0.24
(1)
EPS amounts are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the EPS calculated for
the year ended December 31, 2017.
The following table sets forth summarized quarterly financial data for the year ended December 31, 2016:
Total revenue
Operating income
Net income attributable to RPT
Net income (loss) available to common shareholders
Earnings per common share, basic: (1)
Earnings per common share, diluted:(1)
Quarters Ended 2016
March 31 (1)
June 30 (1)
September 30 (1)
(In thousands, except per share amounts)
December 31 (1)
$
$
$
$
$
$
66,512
17,219
11,845
10,170
0.13
0.13
$
$
$
$
$
$
65,884
19,115
27,363
25,688
0.32
0.32
$
$
$
$
$
$
64,080
16,669
13,545
11,870
0.15
0.15
$
$
$
$
$
$
64,454
17,905
6,911
5,235
0.07
0.07
(1)
EPS amounts are based on weighted average common shares outstanding during the quarter and, therefore, may not agree with the EPS calculated for
the year ended December 31, 2016.
F-38
RAMCO-GERSHENSON PROPERTIES TRUST
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2017
(in thousands of dollars)
Balance at
Beginning of Year
Charged to Costs
and Expenses
Charged to
Other Accounts
Deductions
Balance at End
of Year
For the Year Ended December 31, 2017
Allowance for Doubtful Accounts
Straight Line Rent Reserve
For the Year Ended December 31, 2016
Allowance for Doubtful Accounts
Straight Line Rent Reserve
For the Year Ended December 31, 2015
Allowance for Doubtful Accounts
Straight Line Rent Reserve
$
$
$
$
$
$
1,861
3,245
2,790
3,531
2,292
4,258
298
(500)
477
353
1,107
769
(929)
(67)
(1,506)
(619)
(609)
(569)
144
$
(11) $
100
$
(20) $
— $
(927) $
1,374
2,667
1,861
3,245
2,790
3,531
F-39
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A
GUARANTY
EXHIBIT 10.1
This Guaranty (this "Guaranty") is made as of September 14, 2017, by the parties identified
in the signature pages thereto, and any Joinder to Guaranty hereafter delivered (collectively, the
"Guarantors"), to and for the benefit of KeyBank National Association, individually {"KeyBank")
and as administrative agent {"Administrative Agent") for itself and the lenders under the Credit
Agreement (as defined below) and their respective successors and assigns (collectively, the
"Lenders").
RECITAS
A.
Ramco-Gershenson Properties, L.P., a limited partnership organized under the laws
of the State of Delaware ("Borrower"), the REIT and Subsidiary Guarantors have requested that the
Lenders make a combined revolving credit facility with a potential term loan facility available to
Borrower in an aggregate principal amount of $350,000,000, subject to possible future increase
to an aggregate of $650,000,000 (the "Facility").
B.
The Lenders have agreed to make available the Facility to Borrower pursuant to the
terms and conditions set forth in a Fourth Amended and Restated Credit Agreement dated as of
September 14, 2017 among Borrower, KeyBank, individually, and as Administrative Agent, and the
Lenders named therein (as amended, modified, supplemented, restated, or renewed, from time to
time, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement.
C.
Borrower has executed and delivered or will execute and deliver to the Lenders upon
request, promissory notes in the principal amount of each Lender's Revolving Commitment and Term
Loans, as applicable, as evidence, in addition to the Credit Agreement, of Borrower's indebtedness
to each such Lender with respect to the Facility (the promissory notes described above, together with
any amendments or allonges thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Credit Agreement, are collectively referred to herein as
the ''Notes").
D.
The REIT is the sole general partner of the Borrower. Subsidiary Guarantors are
Wholly- Owned Subsidiaries of Borrower. Subsidiary Guarantors acknowledge that the extension of
credit by the Administrative Agent and the Lenders to Borrower pursuant to the Credit Agreement
will benefit Subsidiary Guarantors by making funds available to Subsidiary Guarantors through
Borrower and by enhancing the financial strength of the consolidated group of which Subsidiary
Guarantors, Borrower and the REIT are members. The execution and delivery of this Guaranty by
Guarantors are conditions precedent to the performance by the Lenders of their obligations under the
Credit Agreement.
AGREEMENTS
NOW, THEREFORE, Guarantors, in consideration of the matters described in the foregoing
Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and
valuable consideration, hereby agree as follows:
AGREEMENTS
NOW, THEREFORE, Guarantors, in consideration of the matters described in the foregoing
Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and
valuable consideration, hereby agree as follows:
1.
Guarantors absolutely, unconditionally, and irrevocably guaranty to each of the Lenders:
(a)
the full and prompt payment of the principal of and interest on the Facility Obligations when
due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, and the prompt payment
of all sums which may now be or may hereafter become due and owing under the Notes, the Credit Agreement, and
the other Loan Documents;
(b)
(c)
hereof); and
the full and prompt payment of the Related Swap Obligations;
the payment of all Enforcement Costs (as hereinafter defined in Paragraph 7
the full, complete, and punctual observance, performance, and satisfaction of all of the
obligations, duties, covenants, and agreements of Borrower under the Credit Agreement and the Loan Documents.
(d)
All amounts due, debts, liabilities, and payment obligations described in subparagraphs (a) and (b) of this Paragraph
I are referred to herein as the "Facility Indebtedness." All obligations described in subparagraph (d) of this Paragraph
1 are referred to herein as the "Obligations." Subsidiary Guarantors and Lenders agree that Subsidiary Guarantors'
obligations hereunder shall not exceed the greater of: (i) the aggregate amount of all monies received, directly or
indirectly, by Subsidiary Guarantors from Borrower after the date hereof (whether by loan, capital infusion or other
means), or (ii) the maximum amount of the Facility Indebtedness not subject to avoidance under Title 11 of the
United States Code, as same may be amended from time to time, or any applicable state law (the "Bankruptcy Code").
To that end, to the extent such obligations would otherwise be subject to avoidance under the Bankruptcy Code if
Subsidiary Guarantors are not deemed to have received valuable consideration, fair value or reasonably equivalent
value for its obligations hereunder, each Subsidiary Guarantor's obligations hereunder shall be reduced to that amount
which, after giving effect thereto, would not render such Subsidiary Guarantor insolvent, or leave such Subsidiary
Guarantor with an unreasonably small capital to conduct its business, or cause such Subsidiary Guarantor to have
incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, as such terms
are determined, and at the time such obligations are deemed to have been incurred, under the Bankruptcy Code. In
the event a Guarantor shall make any payment or payments under this Guaranty, each other Guarantor of the Facility
Indebtedness shall contribute to such Guarantor an amount equal to such nonpaying Guarantor's pro rata share (based
on their respective maximum liabilities hereunder) of such payment or payments made by such Guarantor, provided
that such contribution right shall be subordinate and junior in right of payment in full of all the Facility Indebtedness
to Lenders. Guarantors and Lenders further agree that Guarantors' obligations hereunder with regard to the Facility
Obligations and the Related Swap Obligations shall be determined in accordance with the terms hereof and
Guarantors' obligations hereunder are not intended to be determined by or subject to the definition of "Guarantee
Obligations" in the Credit Agreement.
2.
In the event of any default by Borrower in making payment of the Facility Indebtedness, or in
performance of the Obligations, as aforesaid, in each case beyond the expiration of any applicable grace period,
Guarantors agree, on demand by the Administrative Agent or the holder of a Note, to pay all the Facility Indebtedness
and to perform all the Obligations as are then or thereafter become due and owing or are to be performed under the
terms of the Notes, the Credit Agreement, and the other Loan Documents.
3.
Guarantors do hereby waive (i) notice of acceptance of this Guaranty by the Administrative Agent
and the Lenders and any and all notices and demands of every kind which may be required to be given by any
statute, rule or law, (ii) any defense, right of set-off or other claim which
Guarantors may have against Borrower or which Guarantors or Borrower may have against the Administrative Agent
or the Lenders or the holder of a Note, (iii) presentment for payment, demand for payment (other than as provided
for in Paragraph 2 above), notice of nonpayment (other than as provided for in Paragraph 2 above) or dishonor,
protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally
required to charge Guarantors with liability, (iv) any failure by the Administrative Agent and the Lenders to inform
Guarantors of any facts the Administrative Agent and the Lenders may now or hereafter know about Borrower, the
Facility, or the transactions contemplated by the Credit Agreement, it being understood and agreed that the
Administrative Agent and the Lenders have no duty so to inform and that Guarantors are fully responsible for being
and remaining informed by Borrower of all circumstances bearing on the existence or creation, or the risk of
nonpayment of the Facility Indebtedness or the risk of nonperformance of the Obligations, (v) any and all right to
cause a marshaling of assets of Borrower or any other action by any court or governmental body with respect thereto,
or to cause the Administrative Agent and the Lenders to proceed against any other security given to a Lender in
connection with the Facility Indebtedness or the Obligations, (vi) any invalidity or unenforceability of the Facility
Indebtedness, and (vii) any amendment or waiver of the Facility Indebtedness, including without limitation any of
the actions described in Paragraph 4 below. Credit may be granted or continued from time to time by the Lenders
to Borrower without notice to or authorization from Guarantors, regardless of the financial or other condition of
Borrower at the time of any such grant or continuation. The Administrative Agent and the Lenders shall have no
obligation to disclose or discuss with Guarantors the Lenders' assessment of the financial condition of Borrower.
Guarantors acknowledge that no representations of any kind whatsoever have been made by the Administrative
Agent and the Lenders to Guarantors. No modification or waiver of any of the provisions of this Guaranty shall be
binding upon the Administrative Agent and the Lenders except as expressly set forth in a writing duly signed and
delivered on behalf of the Administrative Agent and the Lenders. Guarantors further agree that any exculpatory
language contained in the Credit Agreement, the Notes, and the other Loan Documents shall in no event apply to
this Guaranty, and will not prevent the Administrative Agent and the Lenders from proceeding against Guarantors
to enforce this Guaranty.
4.
Guarantors further agree that Guarantors' liability as guarantors shall in no way be impaired by any
renewals or extensions which may be made from time to time, with or without the knowledge or consent of Guarantors
of the time for payment of interest or principal under a Note or by any forbearance or delay in collecting: interest or
principal under a Note, or by any waiver by the Administrative Agent and the Lenders under the Credit Agreement,
or any other Loan Documents, or by the Administrative Agent or the Lenders' failure or election not to pursue any
other remedies they may have against Borrower, or by any change or modification in a Note, the Credit Agreement,
or any other Loan Documents, or by the acceptance by the Administrative Agent or the Lenders of any security or
any increase, substitution or change therein, or by the release by the Administrative Agent and the Lenders of any
security or any withdrawal thereof or decrease therein, or by the application of payments received from any source
to the payment of any obligation other than the Facility Indebtedness, even though a Lender might lawfully have
elected to apply such payments to any part or all of the Facility Indebtedness, it being the intent hereof that Guarantors
shall remain liable as principal for payment of the Facility Indebtedness and performance of the Obligations until
all indebtedness has been paid in full and the other terms, covenants and conditions of the Credit Agreement, and
other Loan Documents and this Guaranty have been performed, notwithstanding: any act or thing which might
otherwise operate as a legal or equitable discharge of a surety. Guarantors further understand and agree that the
Administrative Agent and the Lenders may at any time enter into agreements with Borrower to amend and modify
a Note, the Credit Agreement or any of the other Loan Documents, or any other documents related thereto, and may
waive or release any provision or provisions of a Note, the Credit Agreement, or any other Loan Document and,
with reference to such instruments, may make and enter into any such agreement or agreements as the Administrative
Agent, the Lenders and Borrower may deem proper and desirable, without in any manner impairing this Guaranty
or any of the Administrative Agent and the Lenders'rights hereunder or any of Guarantors' obligations hereunder.
Each of the Guarantors agrees not to assert any claim against the Administrative Agent or any Lender, any of their
respective Affiliates, or any of their or their respective Affiliates, officers, directors, employees, attorneys and agents,
on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating
to the Facility, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions
contemplated thereby.
5. This is an absolute, unconditional, complete, present and continuing guaranty of payment and
performance and not of collection. Guarantors agree that its obligations hereunder shall be joint and several with
any and all other guaranties given in connection with the Facility from time to time. Guarantors agree that this
Guaranty may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting
to or exhausting any security or collateral, if any, given in connection herewith or with a Note, the Credit Agreement,
or any of the other Loan Documents or by or resorting to any other guaranties, and Guarantors hereby waive the
right to require the Administrative Agent and the Lenders to join Borrower in any action brought hereunder or to
commence any action against or obtain any judgment against Borrower or to pursue any other remedy or enforce
any other right. Guarantors further agree that nothing contained herein or otherwise shall prevent the Administrative
Agent and the Lenders from pursuing concurrently or successively all rights and remedies available to them at law
and/or in equity or under a Note, the Credit Agreement or any other Loan Documents, and the exercise of any of
their rights or the completion of any of their remedies shall not constitute a discharge of any of Guarantors' obligations
hereunder, it being the purpose and intent of Guarantors that the obligations of such Guarantors hereunder shall be
primary, absolute, independent and unconditional under any and all circumstances whatsoever. Neither Guarantors'
obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed
or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability
of Borrower under a Note, the Credit Agreement or any other Loan Document or by reason of Borrower's bankruptcy
or by reason of any creditor or bankruptcy proceeding instituted by or against Borrower. This Guaranty shall continue
to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time
payment of all or any part of any sum payable pursuant to a Note, the Credit Agreement or any other Loan Document
is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization
of the payor, all as though such payment to such Lender had not been made, regardless of whether such Lender
contested the order requiring the return of such payment. The obligations of Guarantors pursuant to the preceding
sentence shall survive any termination, cancellation, or release of this Guaranty.
6.
This Guaranty shall be assignable by a Lender to any permitted assignee of all or a portion of such
Lender's rights under the Loan Documents.
7.
If: (i) this Guaranty, a Note, or any of the Loan Documents are placed in the hands of an attorney for
collection or is collected through any legal proceeding; (ii) an attorney is retained to represent the Administrative
Agent or any Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights
and involving a claim under this Guaranty, a Note, the Credit Agreement, or any Loan Document; (iii) an attorney
is retained to enforce any of the other Loan Documents or to provide advice or other representation with respect to
the Loan Documents in connection with an enforcement action or potential enforcement action; or (iv) an attorney
is retained to represent the Administrative Agent or any Lender in any other legal proceedings whatsoever in
connection with this Guaranty, a Note, the Credit Agreement, any of the Loan Documents, or any property subject
thereto (other than any action or proceeding brought by any Lender or participant against the Administrative Agent
alleging a breach by the Administrative Agent of its duties under the Loan Documents), then Guarantors shall pay
to the Administrative Agent or such Lender upon demand all reasonable and documented attorney's fees, costs and
expenses, including, without limitation, court costs, filing fees and all other costs and expenses incurred in connection
therewith (all of which are referred to herein as "Enforcement Costs"), in addition to all other amounts due hereunder.
8.
The parties hereto intend that each provision in this Guaranty comports with all
applicable local, state and federal laws and judicial decisions. However, if any provision or provisions,
or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial
decision, or public policy, and if such court should declare such portion, provision or provisions of
this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given force to the fullest possible
extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed
as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not
contained therein, and that the rights, obligations and interest of the Administrative Agent and the
Lender or the holder of a Note under the remainder of this Guaranty shall continue in full force and
effect.
9.
Any indebtedness of Borrower to Guarantors now or hereafter existing is hereby
subordinated to the Facility Indebtedness. Guarantors will not seek, accept, or retain for Guarantors'
own account, any payment from Borrower on account of such subordinated debt at any time when a
Default exists under the Credit Agreement or the Loan Documents, and any such payments to
Guarantors made while any Default then exists under the Credit Agreement or the Loan Documents
on account of such subordinated debt shall be collected and received by Guarantors in trust for the
Lenders and shall be paid over to the Administrative Agent on behalf of the Lenders on account of
the Facility Indebtedness without impairing or releasing the obligations of Guarantors hereunder.
10. Guarantors hereby subordinate to the Facility Indebtedness any and all claims and
rights, including, without limitation, subrogation rights, contribution rights, reimbursement rights
and set-off rights, which Guarantors may have against Borrower arising from a payment made by
Guarantors under this Guaranty and agree that, until the entire Facility Indebtedness is paid in full,
not to assert or take advantage of any subrogation rights of Guarantors or the Lenders or any right
of Guarantors or the Lenders to proceed against (i) Borrower for reimbursement, or (ii) any other
guarantor or any collateral security or guaranty or right of offset held by the Lenders for the payment
of the Facility Indebtedness and performance of the Obligations, nor shall Guarantors seek or be
entitled to seek any contribution or reimbursement from Borrower or any other guarantor in respect
of payments made by Guarantors hereunder. It is expressly understood that the agreements of
Guarantors set forth above constitute additional and cumulative benefits given to the Lenders for
their security and as an inducement for their extension of credit to Borrower.
11.
The Guarantors hereby agree as among themselves that, if any Guarantor shall make
an Excess Payment (as defined below), such Guarantor shall have a right of contribution from each
other Guarantor in an amount equal to such other Guarantor's Contribution Share (as defined below)
of such Excess Payment. The payment obligations of any Guarantor under this paragraph shall be
subordinate and subject in right of payment to the Obligations until the entire Facility Indebtedness
is paid in full, and none of the Guarantors shall exercise any right or remedy under this paragraph
against any other Guarantor until the entire Facility Indebtedness is paid in full. Subject to the
immediately preceding paragraph l 0, this paragraph shall not be deemed to affect any claims or rights,
including, without limitation, subrogation rights, contribution rights, reimbursement rights and set-
off rights, that any Guarantor may have under applicable law against the Borrower in respect of any
payment of the Facility Indebtedness or the Obligations. Notwithstanding the foregoing, all rights of
contribution against any Guarantor shall terminate from and after such time, if ever, that such
Guarantor shall cease to be a Guarantor in accordance with Section 6.26 of the Credit Agreement.
For purposes of this paragraph, the following terms have the indicated meanings:
(a)
"Contribution Share" means, for any Guarantor in respect of any Excess Payment made by
any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount
by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts
and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of such Guarantor hereunder) to
(ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower
and the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the
Borrower and the Guarantors) of the Borrower and the Guarantors other than the maker of such Excess Payment;
provided, however, that, for purposes of calculating the Contribution ShaJ·es of the Guarantors in respect of any
Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall
be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with
such Excess Payment.
(b)
"Excess Payment" means the amount paid by any Guarantor in excess of its Ratable Share
(as defined below) of the Facility Indebtedness.
(c)
"Ratable Share" means, for any Guarantor in respect of any payment of the Facility
Indebtedness, the ratio (expressed as a percentage) as of the date of such payment of the Facility Indebtedness of
(i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount
of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate
present fair salable value of all assets and other properties of the Borrower and the Guarantors exceeds the amount
of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but
excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and the Guarantors;
provided, however, that, for purposes of calculating the Ratable Shares of the Guarantors in respect of any payment
of the Facility Indebtedness, any Guarantor that became a Guarantor subsequent to the date of any such payment
shall be deemed to have been a Guarantor on the date of such payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with
such payment.
12. Any amounts received by a Lender from any source on account of any indebtedness may be applied
by such Lender toward the payment of such indebtedness, and in such order of application, as a Lender may from
time to time elect.
13. Guarantors hereby submit to personal jurisdiction in the State of New York for the enforcement of
this Guaranty and waive any and all personal rights to object to such jurisdiction for the purposes of litigation to
enforce this Guaranty. Guarantors hereby consent to the non-exclusive jurisdiction of any United States Federal or
Court of the State of New York sitting in New York County, New York in any action, suit, or proceeding which the
Administrative Agent or a Lender may at any time wish to file in connection with this Guaranty or any related
matter. Guarantors hereby agree that an action, suit, or proceeding to enforce this Guaranty may be brought in any
state or federal court in the State of New York or in the courts of any other jurisdiction and hereby waives any
objection which Guarantors may have to the laying of the venue of any such action, suit, or proceeding in any such
court; provided, however, that the provisions of this Paragraph shall not be deemed to preclude the Administrative
Agent or a Lender from filing any such action, suit, or proceeding in any other appropriate forum.
14.
All notices and other communications provided to any party hereto under this Agreement or any
other Loan Document shall be in writing or by facsimile and addressed or delivered to such party at its address set
forth below or at such other address as may be designated by such party in a notice to the other parties. Any notice,
if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when transmitted. Notice may be given as follows:
To Guarantors:
c/o Ramco-Gershenson Properties, L.P. Suite
300
31500 Northwestern Highway Farmington
Hills, Michigan 48334 Attn: Chief Financial
Officer Telecopy No.: (248) 350-9925
With a copy to:
Honigman Miller Schwartz & Cohn LLP Suite
100
38500 Woodward Avenue
Bloomfield Hills, Michigan 48304-5048 Attn:
Richard J. Burstein
Telecopy No.: (248) 566-8431
If to the Administrative Agent or any Lender, to its address set forth in the Credit
15.
This Guaranty shall be binding upon the heirs, executors, legal and personal representatives,
successors and assigns of Guarantors and shall inure to the benefit of the Administrative Agent and the Lenders'
successors and assigns. Notwithstanding the foregoing, no Guarantor shall assign or transfer any of its rights or
obligations under this Guaranty without the prior written consent of the Administrative Agent and the Lenders.
16.
THIS GUARANTY SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401 BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK.
17. GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR
ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER TIDS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING
RELATIONSHIP WIDCH IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
18. Neither the execution and delivery by the Guarantors of this Guaranty, nor the consummation of the
transactions contemplated by the Credit Agreement, nor compliance with the provisions thereof will violate any
law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any of the Guarantors or their
respective articles of organization, articles of formation, certificates of trust, limited partnership certificates,
operating agreements, trust agreements, or limited partnership agreements, or the provisions of any indenture,
instrument or agreement to which any of the Guarantors is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, except where such violation, conflict or default would not
have a Material Adverse Effect, or result in the creation or imposition of any Lien (other the Liens created pursuant
to the Credit Agreement) in, of or on the Property of such Guarantor pursuant to the terms of any such indenture,
instrument or agreement. No order, consent, approval, license, authorization, or validation of, or filing, recording
or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, this Guaranty.
19.
From time to time, additional parties may execute a joinder substantially in the form of Exhibit A
hereto, and thereby become a party to this Guaranty. From and after delivery of such joinder, the Subsidiary delivering
such joinder shall be a Guarantor, and be bound by all of the terms and provisions of this Guaranty. From time to
time, certain Guarantors shall be released from their obligations under this Guaranty upon satisfaction of the
conditions to such release established pursuant to Section 6.26 of the Credit Agreement.
20.
Each Qualified ECP Contributing Party hereby jointly and severally absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other
Contributing Party to honor all of its obligations under this Guaranty or the other Loan Documents in respect of the
Related Swap Obligations (provided, however, that each Qualified ECP Contributing Party shall only be liable
under this Paragraph 20 for the maximum amount of such liability that can be incurred without rendering its
obligations under this Paragraph 20, or otherwise under this Guaranty or the other Loan Documents, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The
obligations of each Qualified ECP Contributing Party under this Paragraph 20 shall remain in full force and effect
until a discharge of the obligations of Guarantors under this Guaranty if such Qualified ECP Contributing Party is
a Guarantor, or of Borrower under the Credit Agreement and the other Loan Documents and the documents for the
Related Swap Obligations if such Qualified ECP Contributing Party is the Borrower. Each Qualified ECP
Contributing Party intends that this Paragraph 20 constitute, and this Paragraph 20 shall be deemed to constitute, a
keepwell, support, or other agreement for the benefit of each other Contributing Party for all purposes of Section
la(IS)(A)(v)(JI) of the Commodity Exchange Act. For purposes of Paragraph 20 of this Guaranty, the term "Qualified
ECP Contributing Patty" means in respect of any Related Swap Obligation, each Contributing Party that has total
assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or grant of the relevant
security interest becomes effective with respect to such Related Swap Obligations or such other person as constitutes
an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell
under Section la(IS)(A)(v)(II) of the Commodity Exchange Act. For the purposes of this Paragraph 20, "Contributing
Party" shall mean Borrower and each Guarantor, collectively.
IN WITNESS WHEREOF, Guarantors have delivered this Guaranty as of the date first written above
(Remainder of page intentionally left blank.)
RAMCO-GERSHENSON -PROPERTIES TRUST, a
Maryland real estate investment trust
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
RAMCO GATEWAY LLC, a Delaware limited liability company
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
RAMCO PARKWAY LLC, a Delaware limited liability company
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
RAMCO CENTENNIAL SHOPS LLC, a Delaware limited liability company
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
CROFTON 450 LLC, a Delaware limited liability company
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
RAMCO WEBSTER PLACE LLC, a Delaware limited liability company
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
The undersigned Borrower joins on the execution of this Guaranty to evidence its agreement to be
bound by the terms of Paragraph 20 of the Guaranty
BORROWER:
RAMCO-GERSHENSON PROPERTIES, L.P.,
a Delaware limited partnership
By:
Ramco-Gershenson Properties Trust, a Maryland real estate
investment trust, its General Partner
By: /s/ GEOFFREY BEDROSIAN
Name: Geoffrey Bedrosian
Title: Executive Vice President, Chief Financial Officer and Secretary
Accepted:
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ DANIEL L. SILBERT
Name: Daniel L. Silbert
Title: Sr. Banker
SUMMARY OF COMPENSATION FOR
THE BOARD OF TRUSTEES OF
RAMCO-GERSHENSON PROPERTIES TRUST
The following table sets forth the compensation program for non-employee Trustees:
Annual cash retainer (1)
Additional cash retainer:
Chairman
Audit Committee chair
Compensation Committee chair
Nominating and Governance Committee chair
Executive Committee chair
Executive Committee members
Annual equity retainer (value of restricted shares) (2)
Exhibit 10.8
$ 40,000
100,000
15,000
10,000
10,000
5,000
—
90,000
(1) The annual cash retainer is equal to $130,000 less the grant date fair value, which approximates $90,000, of the restricted
shares granted in the applicable year.
(2) Grants are made under the Trust's 2012 LTIP. The restricted shares vest over one year. The grant is made on July 1st or,
if not a business day, the business day prior to July 1st. During 2017, 5,814 shares were granted to each Trustee that was
in service as of the July 1st date.
The Trust also reimburses all Trustees for all expenses incurred in connection with attending any meetings or performing their
duties as Trustees.
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
2017
Year Ended December 31,
2015
2014
2016
Exhibit 12.1
2013
Net income (loss) before adjustment for noncontrolling
interest
$ 70,719
$ 61,112
$ 66,895
$ (2,412) $
8,371
(In thousands, except ratio computation)
Add back:
Fixed charges
Distributed income of equity investees
Deduct:
Equity in (earnings) loss of equity investees
Capitalized interest
Earnings as Defined
Fixed Charges
45,820
738
45,416
1,799
44,039
15,842
37,274
4,919
31,918
3,793
(273)
(345)
$ 116,659
(454)
(743)
$ 107,130
(17,696)
(1,613)
$ 107,467
4,759
(1,862)
$ 42,678
(3,248)
(1,161)
$ 39,673
Interest expense including amortization of deferred
financing fees
Capitalized interest
Interest portion of rent expense
Fixed Charges
Preferred share dividends
$ 44,866
$ 44,514
$ 42,211
$ 35,188
$ 30,522
345
609
743
159
1,613
215
1,862
224
1,161
235
$ 45,820
$ 45,416
$ 44,039
$ 37,274
$ 31,918
6,701
6,838
7,250
7,250
7,250
Combined Fixed Charges and Preferred Dividends
$ 52,521
$ 52,254
$ 51,289
$ 44,524
$ 39,168
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends
2.22
2.06
2.11
(a)
1.25
(a) Due to the loss, as restated for discontinued operations, for year ended December 31, 2014, the ratio coverage was less than
1:1. We would have needed to generate additional earnings of $9.7 million to achieve a coverage of 1:1 for 2014.
Subsidiaries
Exhibit 21.1
Name
Ramco-Gershenson, Inc.
Ramco-Gershenson, Properties L.P.
Ramco Lion LLC
Ramco/Lion Venture L.P.
Ramco Properties GP, L.L.C.
Jurisdiction
Michigan
Delaware
Delaware
Delaware
Michigan
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 22, 2018, with respect to the consolidated financial statements, schedules, and internal
control over financial reporting included in the Annual Report of Ramco-Gershenson Properties Trust on Form 10-K for the year
ended December 31, 2017. We hereby consent to the incorporation by reference of said reports in the Registration Statements of
Ramco-Gershenson Properties Trust on Form S-3 (File No. 333-211925) and on Forms S-8 (File No. 333-121008, File No.
333-160168 and File No. 333-182514).
Exhibit 23.1
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 22, 2018
Exhibit 31.1
I, Dennis E. Gershenson, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 22, 2018
/s/ Dennis E. Gershenson
Dennis E. Gershenson
President and Chief Executive Officer
Exhibit 31.2
I, Geoffrey Bedrosian, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Ramco-Gershenson Properties Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 22, 2018
/s/ Geoffrey Bedrosian
Geoffrey Bedrosian
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-K for the period ended
December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis E.
Gershenson, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Dennis E. Gershenson
Dennis E. Gershenson
President and Chief Executive Officer
February 22, 2018
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ramco-Gershenson Properties Trust (the “Company”) on Form 10-K for the period ended
December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Geoffrey Bedrosian,
Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
/s/ Geoffrey Bedrosian
Geoffrey Bedrosian
Chief Financial Officer
February 22, 2018
COMPANY INFORMATION
BOARD OF TRUSTEES:
PRINCIPAL EXECUTIVE OFFICERS:
STEPHEN R. BLANK, CHAIRMAN
Senior Fellow, Finance
Urban Land Institute
Audit Committee—
Financial Expert and Member
Compensation Committee—Member
Nominating and Corporate Governance
Committee—Member
DENNIS GERSHENSON
President and CEO
RAMCO
Executive Committee—Member
ARTHUR GOLDBERG
Managing Director
Corporate Solutions Group LLC
Audit Committee—
Financial Expert and Member
Compensation Committee—Chairman
DAVID J. NETTINA
President and Co-Chief Executive Officer
Career Management, LLC
Audit Committee—
Financial Expert and Chairman
Nominating and Corporate Governance
Committee—Member
JOEL M. PASHCOW
Managing Member
Nassau Capital LLC
Compensation Committee—Member
Executive Committee—Chairman
Nominating and Corporate Governance
Committee—Member
MARK K. ROSENFELD
Chairman and CEO
Wilherst Developers, Inc.
Audit Committee—
Financial Expert and Member
Compensation Committee—Member
Nominating and Corporate Governance
Committee—Chairman
LAURIE M. SHAHON
President of Wilton Capital Group
Compensation Committee—Member
DENNIS GERSHENSON
President and CEO
JOHN HENDRICKSON
Executive Vice President
and Chief Operating Officer
GEOFFREY BEDROSIAN
Executive Vice President,
Chief Financial Officer and
Secretary
CATHERINE CLARK
Executive Vice President
Transactions
EDWARD EICKHOFF
Senior Vice President
Development
DAWN HENDERSHOT
Senior Vice President
Investor Relations and
Public Affairs
CORPORATE INFORMATION
CORPORATE
HEADQUARTERS
31500 Northwestern Highway
Suite 300
Farmington Hills, MI 48334
Tel: (248) 350-9900
Fax: (248) 350-9925
www.RAMCOproperties.com
STOCK EXCHANGE LISTING
New York Stock Exchange
NYSE: RPT
INDEPENDENT AUDITORS
Grant Thornton LLP
Southfield, MI
CORPORATE COUNSEL
Honigman Miller Schwartz
and Cohn LLP
Detroit, MI
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
Dividend Paying and Reinvestment Plan Agent
59 Maiden Lane, Plaza Level
New York, NY 10038
Shareholder Services and Information: (800) 937-5449
SHAREHOLDER INFORMATION
Current and prospective investors can receive a copy of
the Company’s proxy statement, earnings announcements
as well as quarterly and annual reports (and exhibits)
through the corporate website, www.RAMCOproperties.com
or by contacting:
Dawn L. Hendershot
Senior Vice President, Investor Relations and Public Affairs
RAMCO
31500 Northwestern Highway
Suite 300
Farmington Hills, MI 48334
(248) 592-6202
dhendershot@RAMCOproperties.com
MEMBER
NAREIT
ICSC
CERTIFICATIONS
On June 9, 2017, the Company submitted the Annual CEO Certification to the NYSE,
pursuant to Section 303A.12 of the NYSE’s listing standards, whereby our CEO certified
that he is not aware of any violation by the Trust of the NYSE’s corporate governance listing
standards as of the date of the certification. In addition, we have filed with the Securities and
Exchange Commission, as exhibits to our Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 2017, and our Annual Report on Form 10-K for
the year ended December 31, 2017, certifications by our CEO and CFO in accordance with
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Envisioning the Future of Retail
31500 Northwestern Highway
Suite 300
Farmington Hills, MI 48334
telephone (248) 350-9900
fax (248) 350-9925
www.RAMCOproperties.com