S E T T I N G N E W S T A N D A R D S
1 9 W 4 4 t h S T , S U I T E 1 0 0 2
N E W Y O R K , N Y 1 0 0 3 6
R P T R E A L T Y . C O M
2 0 1 8 A N N U A L R E P O R T
C H A N G I N G T H E N A R R A T I V E
M I C H A E L F I T Z M A U R I C E
E X E C U T I V E V I C E P R E S I D E N T A N D
C H I E F F I N A N C I A L O F F I C E R
After discussing the CFO role with Brian, I called my wife and
simply said our lives are about to change. My conversation
with Brian was more like reconnecting with an old friend, and
our vision to unlock RPT’s embedded shareholder value was
completely aligned. Joining RPT is a generational opportunity
and it’s my goal to leverage my 20 years of cycle-tested public
REIT experience and help lead RPT’s next chapter of success.
C A T H E R I N E C L A R K
E X E C U T I V E V I C E P R E S I D E N T T R A N S A C T I O N S
I have been an executive with RPT for over 22 years and
can say I have never been more excited for the future of the
company than I am now. Change was needed in order to help
us reach our true potential, and this new team is full of energy
and vitality and focused on being transparent and acting with
integrity. I am enthusiastic over our new strategic direction and
look forward to what the future holds.
T I M O T H Y C O L L I E R
E X E C U T I V E V I C E P R E S I D E N T L E A S I N G
“I elected to leave my position as head of leasing at a highly
respected REIT because I was drawn to the energy, excitement
and growth plans for RPT under the direction of Brian. This
executive team believes in holding each other accountable,
operating with complete integrity and being transparent in
everything we do. I am convinced we will bring meaningful
change to the company that will be reflected in our results and
the growth of our people.
M I C H A E L F I T Z M A U R I C E
E X E C U T I V E V I C E P R E S I D E N T A N D
C H I E F F I N A N C I A L O F F I C E R
H E A T H E R O H L B E R G
S E N I O R V I C E P R E S I D E N T L E G A L C O U N S E L
A N D S E C R E T A R Y
After discussing the CFO role with Brian, I called my wife and
simply said our lives are about to change. My conversation
with Brian was more like reconnecting with an old friend, and
our vision to unlock RPT’s embedded shareholder value was
completely aligned. Joining RPT is a generational opportunity
and it’s my goal to leverage my 20 years of cycle-tested public
REIT experience and help lead RPT’s next chapter of success.
ss.
I am fortunate to be part of an organization that is an
industry leader in employee growth and recognition.
RPT’s leadership team recognizes that a vital component
to success is having a diverse and inclusive employee
base whose collaborative voices are both heard and
sought after. It is inspiring to work with a team who sets
far-reaching goals and is determined to achieve them.
C A T H E R I N E C L A R K
E X E C U T I V E V I C E P R E S I D E N T T R A N S A C T I O N S
V I N C E N T C H A O
V I C E P R E S I D E N T F I N A N C E
I have been an executive with RPT for over 22 years and
can say I have never been more excited for the future of the
company than I am now. Change was needed in order to help
us reach our true potential, and this new team is full of energy
and vitality and focused on being transparent and acting with
integrity. I am enthusiastic over our new strategic direction and
look forward to what the future holds.
.ds
Having covered RPT as a sell-side e(cid:84)uity research analyst
for eight years prior to joining the company, I had a good
understanding of the underappreciated nature of the assets
and the (cid:84)uality of the organization. After hearing Brian’s vision
and getting a sense for the caliber of the new leadership team,
it was an easy decision to join. I am excited by the opportunity
to help reshape the future of RPT and to learn from such a
dedicated and experienced group of people.
T I M O T H Y C O L L I E R
E X E C U T I V E V I C E P R E S I D E N T L E A S I N G
D E A N N A C A I N
H E A D O F H U M A N R E S O U R C E S
“I elected to leave my position as head of leasing at a highly
respected REIT because I was drawn to the energy, excitement
and growth plans for RPT under the direction of Brian. This
executive team believes in holding each other accountable,
operating with complete integrity and being transparent in
everything we do. I am convinced we will bring meaningful
change to the company that will be re(cid:192)ected in our results and
the growth of our people.
“From my very (cid:191)rst conversation with Brian, I knew I would
have a true partner in revitalizing and shaping the culture at
RPT. Since he started, our team has made massive strides
in attracting and retaining best in class talent and building a
culture of empowerment, collaboration and excellence. We
have never been more committed to creating a workplace that
our employees can be proud of, and I believe our actions and
initiatives over the past nine months re(cid:192)ect this.is.
D E A R F E L L O W
D E A R F E L L O W
S H A R E H O L D E R S,
S H A R E H O L D E R S,
It is no secret that retail is evolving at a faster pace than we’ve
ever seen before. These changes are quickly separating the
winners from the losers. Those retailers providing the most
utility to customers, be it value, convenience, experience
or some combination thereof, will win, while those that do
not will lose. As a partner to our retail tenants, RPT needs
to adapt as well. We are accomplishing this by aligning
ourselves with brands that are better equipped to adapt to
the evolving retail landscape and investing in our properties
to curate a truly unique experience for our shoppers. We
are also rethinking the highest and best use for our assets,
which may not be entirely retail in all cases and may include
densification and mixed-use components at certain of our
centers such as Webster Place and Rivertowne Square. Our
strategy also entails improving the quality of our future cash
flows by proactively reducing our exposure to tenants that
don’t have a strong value proposition or have diminishing
brand appeal.
It is no secret that retail is evolving at a faster pace than we’ve
ever seen before. These changes are quickly separating the
winners from the losers. Those retailers providing the most
utility to customers, be it value, convenience, experience
or some combination thereof, will win, while those that do
not will lose. As a partner to our retail tenants, RPT needs
to adapt as well. We are accomplishing this by aligning
ourselves with brands that are better equipped to adapt to
the evolving retail landscape and investing in our properties
to curate a truly unique experience for our shoppers. We
are also rethinking the highest and best use for our assets,
which may not be entirely retail in all cases and may include
densification and mixed-use components at certain of our
centers such as Webster Place and Rivertowne Square. Our
strategy also entails improving the quality of our future cash
flows by proactively reducing our exposure to tenants that
don’t have a strong value proposition or have diminishing
brand appeal.
As the first new Chief Executive Officer of RPT in 22 years,
I am both humbled and honored that the Board chose
me to lead this company’s next generation of success. I
believe my selection, along with the myriad of leadership
and Board changes that have been implemented since I
started, reflects our organization’s understanding of today’s
dynamic environment where consumers have more choices
as to why, what, where and how to shop than ever before.
Given the unprecedented pace of change unfolding, it is
imperative that RPT evolves at an equal pace and with
renewed urgency.
As the first new Chief Executive Officer of RPT in 22 years,
I am both humbled and honored that the Board chose
me to lead this company’s next generation of success. I
believe my selection, along with the myriad of leadership
and Board changes that have been implemented since I
started, reflects our organization’s understanding of today’s
dynamic environment where consumers have more choices
as to why, what, where and how to shop than ever before.
Given the unprecedented pace of change unfolding, it is
imperative that RPT evolves at an equal pace and with
renewed urgency.
On this front, I am very pleased with how much we have
already accomplished in a short time frame. Since the new
management team started in June 2018, we have set in
motion a series of changes designed to drive efficiency, fuel
innovation, unlock the significant embedded value within our
real estate and create a lasting culture of excellence within
the organization. Along the way, we have transformed our
people, our platform, our portfolio and our balance sheet
to drive consistent, high-quality cash flow growth while
reducing future risk.
On this front, I am very pleased with how much we have
already accomplished in a short time frame. Since the new
management team started in June 2018, we have set in
motion a series of changes designed to drive efficiency, fuel
innovation, unlock the significant embedded value within our
real estate and create a lasting culture of excellence within
the organization. Along the way, we have transformed our
people, our platform, our portfolio and our balance sheet
to drive consistent, high-quality cash flow growth while
reducing future risk.
with some long-time colleagues, but through it all, our team
stayed focused and continued to execute on their core
responsibilities and numerous initiatives, thus positioning
the company for sustainable growth. Importantly, we are
investing in our people by retooling and decentralizing our
leasing and development teams, while internalizing our
marketing and certain legal functions. We also implemented
a series of changes with the goal of creating a more cohesive
workforce and stronger culture, thereby allowing us to
retain our most valuable team members. These initiatives
include clear and consistent communication, breaking
down barriers across the organization both figuratively and
literally, employee recognition awards and a host of work-life
balance enhancement programs. With our experienced and
energized team set and our culture built around urgency,
innovation, entrepreneurial spirit, integrity, stewardship,
discipline, collaboration, passion and humility, we believe
we are well-prepared to produce consistently positive results
while we navigate through unprecedented waters.
with some long-time colleagues, but through it all, our team
stayed focused and continued to execute on their core
responsibilities and numerous initiatives, thus positioning
the company for sustainable growth. Importantly, we are
investing in our people by retooling and decentralizing our
leasing and development teams, while internalizing our
marketing and certain legal functions. We also implemented
a series of changes with the goal of creating a more cohesive
workforce and stronger culture, thereby allowing us to
retain our most valuable team members. These initiatives
include clear and consistent communication, breaking
down barriers across the organization both figuratively and
literally, employee recognition awards and a host of work-life
balance enhancement programs. With our experienced and
energized team set and our culture built around urgency,
innovation, entrepreneurial spirit, integrity, stewardship,
discipline, collaboration, passion and humility, we believe
we are well-prepared to produce consistently positive results
while we navigate through unprecedented waters.
While our people will drive our success, our consistency will
While our people will drive our success, our consistency will
be defined by our platform. In only nine months, we have put
be defined by our platform. In only nine months, we have put
in place several enhanced governance processes including
in place several enhanced governance processes including
executive lease and investment committees, weekly legal
executive lease and investment committees, weekly legal
leasing and tracking calls, bi-weekly property portfolio and
leasing and tracking calls, bi-weekly property portfolio and
leasing portfolio reviews and employee-wide objectives and
leasing portfolio reviews and employee-wide objectives and
key results. We are also improving our technology platform
key results. We are also improving our technology platform
by implementing best-in-class reporting tools to provide
by implementing best-in-class reporting tools to provide
improved visibility into our business and modernizing our
improved visibility into our business and modernizing our
asset level infrastructure to provide real-time data and a
asset level infrastructure to provide real-time data and a
better experience for tenants, consumers and ourselves.
better experience for tenants, consumers and ourselves.
Turning to our portfolio. One of the primary reasons that
drove my decision to join RPT was the opportunity to unlock
shareholder value within a misunderstood and undervalued
portfolio. As I examined the company’s portfolio, I discovered
hidden gems. For instance, our Oakland County portfolio,
which is part of the broader Detroit market, is located in
the 14th wealthiest county in the country and weathered
the Great Recession with minimal impact. Our small shop
occupancy level did not reflect the quality of the real estate
providing material upside potential. And finally, I saw many
redevelopment opportunities that will maximize the value of
the properties. All of this has me beyond excited about the
possibilities ahead.
Turning to our portfolio. One of the primary reasons that
drove my decision to join RPT was the opportunity to unlock
shareholder value within a misunderstood and undervalued
portfolio. As I examined the company’s portfolio, I discovered
hidden gems. For instance, our Oakland County portfolio,
which is part of the broader Detroit market, is located in
the 14th wealthiest county in the country and weathered
the Great Recession with minimal impact. Our small shop
occupancy level did not reflect the quality of the real estate
providing material upside potential. And finally, I saw many
redevelopment opportunities that will maximize the value of
the properties. All of this has me beyond excited about the
possibilities ahead.
Central to our future success are the great people who
work at RPT. During the leadership transition, we parted
Central to our future success are the great people who
work at RPT. During the leadership transition, we parted
While I saw plenty of upside in the portfolio, I also saw risk.
This drove our decision to quickly sell almost $200 million of
non-core assets located in secondary and tertiary markets.
While I saw plenty of upside in the portfolio, I also saw risk.
This drove our decision to quickly sell almost $200 million of
non-core assets located in secondary and tertiary markets.
C O M P A N Y I N F O R M A T I O N
C O M P A N Y I N F O R M A T I O N
STEPHEN R. BLANK
STEPHEN R. BLANK
Former Senior Fellow - Finance, Urban Land Institute
Former Senior Fellow - Finance, Urban Land Institute
Audit Committee Financial Expert and Member
Audit Committee Financial Expert and Member
Nominating & Governance Committee Member
Nominating & Governance Committee Member
Compensation Committee Member
Compensation Committee Member
RICHARD L. FEDERICO
RICHARD L. FEDERICO
Non-Executive Chair, P.F. Chang’s China Bistro Inc.
Non-Executive Chair, P.F. Chang’s China Bistro Inc.
Audit Committee Member
Audit Committee Member
ARTHUR H. GOLDBERG
ARTHUR H. GOLDBERG
Chairman, South Palm Beach Jewish Federation
Chairman, South Palm Beach Jewish Federation
Compensation Committee Chair
Compensation Committee Chair
Audit Committee Financial Expert and Member
Audit Committee Financial Expert and Member
Executive Committee Member
Executive Committee Member
BRIAN L. HARPER
BRIAN L. HARPER
President & CEO, RPT Realty
President & CEO, RPT Realty
Executive Committee Chair
Executive Committee Chair
DAVID J. NETTINA
DAVID J. NETTINA
Managing Principal, Briarwood Capital Group, LLC
Managing Principal, Briarwood Capital Group, LLC
Audit Committee Financial Expert & Chair
Audit Committee Financial Expert & Chair
Nominating & Governance Committee Member
Nominating & Governance Committee Member
Executive Committee Member
Executive Committee Member
JOEL M. PASHCOW
JOEL M. PASHCOW
Managing Member, Nassau Capital, LLC
Managing Member, Nassau Capital, LLC
Compensation Committee Member
Compensation Committee Member
Nominating & Governance Committee Member
Nominating & Governance Committee Member
LAURIE M. SHAHON
LAURIE M. SHAHON
President, Wilton Capital Group
President, Wilton Capital Group
Nominating & Governance Committee Chair
Nominating & Governance Committee Chair
Audit Committee Financial Expert and Member
Audit Committee Financial Expert and Member
Compensation Committee Member
Compensation Committee Member
Executive Committee Member
Executive Committee Member
ANDREA M. WEISS
ANDREA M. WEISS
Founder, President, & CEO, Retail Consulting, Inc.
Founder, President, & CEO, Retail Consulting, Inc.
Co-Founder & Managing Member, The O Alliance, LLC
Co-Founder & Managing Member, The O Alliance, LLC
Compensation Committee Member
Compensation Committee Member
B O A R D O F T R U S T E E S
B O A R D O F T R U S T E E S
P R I N C I P L E E X E C U T I V E O F F I C E R S
P R I N C I P L E E X E C U T I V E O F F I C E R S
DENNIS E. GERSHENSON
DENNIS E. GERSHENSON
Former Chairman & CEO, RPT Realty
Former Chairman & CEO, RPT Realty
President & Chief
President & Chief
Executive Officer
Executive Officer
B R I A N
B R I A N
H A R P E R
H A R P E R
M I C H A E L
M I C H A E L
F I T Z M A U R I C E
F I T Z M A U R I C E
Executive Vice
Executive Vice
President & Chief
President & Chief
Financial Officer
Financial Officer
C A T H E R I N E
C A T H E R I N E
C L A R K
C L A R K
Executive Vice
Executive Vice
President Transactions
President Transactions
T I M O T H Y
T I M O T H Y
C O L L I E R
C O L L I E R
Executive Vice
Executive Vice
President Leasing
President Leasing
R A Y M O N D
R A Y M O N D
M E R K
M E R K
Senior Vice President &
Senior Vice President &
Chief Accounting Officer
Chief Accounting Officer
J O N A T H A N
J O N A T H A N
K R A U S C H E
K R A U S C H E
Senior Vice
Senior Vice
President Development
President Development
M I C H A E L
M I C H A E L
M c B R I D E
M c B R I D E
Senior Vice President
Senior Vice President
Asset Management
Asset Management
H E A T H E R
H E A T H E R
O H L B E R G
O H L B E R G
Legal Counsel
Legal Counsel
& Secretary
& Secretary
D E A N N A
D E A N N A
C A I N
C A I N
Resources
Resources
Senior Vice President
Senior Vice President
Head of Human
Head of Human
C O N T A C T I N F O R M A T I O N
C O N T A C T I N F O R M A T I O N
NEW YORK (CORPORATE OFFICE)
NEW YORK (CORPORATE OFFICE)
INVESTOR RELATIONS
INVESTOR RELATIONS
19 W 44th St. 10th Floor, Suite 1002
19 W 44th St. 10th Floor, Suite 1002
New York, New York 10036
New York, New York 10036
212.221.1261
212.221.1261
Vincent Chao, CFA
Vincent Chao, CFA
Vice President of Finance
Vice President of Finance
212.221.1752
212.221.1752
vchao@rptrealty.com
vchao@rptrealty.com
H E A T H E R O H L B E R G
H E A T H E R O H L B E R G
S E N I O R V I C E P R E S I D E N T L E G A L C O U N S E L
S E N I O R V I C E P R E S I D E N T L E G A L C O U N S E L
A N D S E C R E T A R Y
A N D S E C R E T A R Y
I am fortunate to be part of an organization that is an
I am fortunate to be part of an organization that is an
industry leader in employee growth and recognition.
industry leader in employee growth and recognition.
RPT’s leadership team recognizes that a vital component
RPT’s leadership team recognizes that a vital component
to success is having a diverse and inclusive employee
to success is having a diverse and inclusive employee
base whose collaborative voices are both heard and
base whose collaborative voices are both heard and
sought after. It is inspiring to work with a team who sets
sought after. It is inspiring to work with a team who sets
far-reaching goals and is determined to achieve them.
far-reaching goals and is determined to achieve them.
V I N C E N T C H A O
V I N C E N T C H A O
V I C E P R E S I D E N T F I N A N C E
V I C E P R E S I D E N T F I N A N C E
Having covered RPT as a sell-side equity research analyst
Having covered RPT as a sell-side equity research analyst
for eight years prior to joining the company, I had a good
for eight years prior to joining the company, I had a good
understanding of the underappreciated nature of the assets
understanding of the underappreciated nature of the assets
and the quality of the organization. After hearing Brian’s vision
and the quality of the organization. After hearing Brian’s vision
and getting a sense for the caliber of the new leadership team,
and getting a sense for the caliber of the new leadership team,
it was an easy decision to join. I am excited by the opportunity
it was an easy decision to join. I am excited by the opportunity
to help reshape the future of RPT and to learn from such a
to help reshape the future of RPT and to learn from such a
dedicated and experienced group of people.
dedicated and experienced group of people.
D E A N N A C A I N
D E A N N A C A I N
H E A D O F H U M A N R E S O U R C E S
H E A D O F H U M A N R E S O U R C E S
“From my very first conversation with Brian, I knew I would
“From my very first conversation with Brian, I knew I would
have a true partner in revitalizing and shaping the culture at
have a true partner in revitalizing and shaping the culture at
RPT. Since he started, our team has made massive strides
RPT. Since he started, our team has made massive strides
in attracting and retaining best in class talent and building a
in attracting and retaining best in class talent and building a
culture of empowerment, collaboration and excellence. We
culture of empowerment, collaboration and excellence. We
have never been more committed to creating a workplace that
have never been more committed to creating a workplace that
our employees can be proud of, and I believe our actions and
our employees can be proud of, and I believe our actions and
initiatives over the past nine months reflect this.
initiatives over the past nine months reflect this.
York headquarters. Looking forward, we are targeting a
double-digit reduction in energy usage by 2020 through
our LED lighting, white roof, controlled irrigation and waste
recycling programs along with a number of other initiatives.
I am happy to announce that RPT won Michigan’s Best
and Brightest in Wellness award for the fifth consecutive
year in 2018, something we plan to win again in 2019 as
we expand our holistic wellness programs. As a Board
member of Autism Speaks, I could not be prouder of
RPT’s deep engagement with a host of amazing charitable
organizations. In 2018, RPT and our employees donated
our time and resources to local and national charities like
Ronald McDonald House Charities, Susan G. Komen
for the Cure, the American Heart Association and the
Scleroderma Foundation. Each month, the company
supports a local community organization through charitable
giving or volunteerism. Over the past year, our efforts
to promote workforce diversity have also paid dividends
within our employee base and Board, and in 2019, we will
assemble dedicated committees to advance our diversity
efforts to support women and minority leadership. In the
coming year, we also plan to adopt GRESB standards to
measure our sustainability performance.
At RPT, we believe the path to long-term value creation
lies in our ability to sustainably grow our cash flow and
reduce cash flow risk, while holding ourselves to the
highest standards of corporate governance and corporate
citizenship. This path is neither easy nor quick, but I
believe that we have successfully laid the foundation in
2018 to achieve these objectives, which gives me great
confidence that we are on the right course to create
significant shareholder value over the years to come.
On behalf of the entire team, I thank our retail partners
for choosing us, our Board of Trustees for its counsel and
guidance, and our shareholders for trusting us as stewards
of their capital. RPT’s future is bright, and I could not be
more excited about the opportunities ahead.
Sincerely,
B R I A N H A R P E R
P R E S I D E N T & C E O
These dispositions have not only improved our portfolio
demographics, reduced our exposure to non-Top 40 MSAs
and increased our average ABR per square foot, but most
importantly, have meaningfully strengthened our cash flows
and materially enhanced our liquidity profile while improving
our leverage. We executed our disposition program with the
same urgency that underpins everything we do, finishing
almost a full year ahead of plan, which should limit dilutive
impacts to 2019 and set RPT up for a return to earnings
growth in 2020 and beyond. Special thanks to Catherine
Clark and her team for their excellent execution of our
disposition program.
Moving to our balance sheet, which we view as a key
competitive advantage. Led by our talented Chief Financial
Officer, Michael Fitzmaurice, we endeavor to maintain a
conservative and flexible capital structure to support our
internal and external growth initiatives and ultimately will
look to obtain an investment grade credit rating to further
enhance our cost of capital. We ended 2018 with zero
outstanding on our revolving line of credit and zero debt
maturities in 2019. We also ended the year with over
$40 million of cash and generated close to $70 million of
additional disposition proceeds in the first quarter of 2019.
Our completed disposition program will fund our growth
initiatives in 2019 and 2020 with limited need to access
our line of credit during a time of rising short-term rates.
Following the expected redemption of our $28 million Junior
Subordinated note, we will also have zero floating rate debt
exposure, further insulating our business from an uncertain
rate environment.
While 2018 was a foundational year for RPT, 2019 will be
the year that we demonstrate our leasing power. Led by our
accomplished Executive Vice President of Leasing, Timothy
Collier, our dedicated and decentralized team of local
sharpshooters will invest in upgrading our portfolio and will
target double-digit returns on our invested capital starting
this year. Our success in this regard will be demonstrated by
our small shop occupancy rate rising toward our goal of 91-
92% over the next few years and in our 2019 same property
NOI growth, which we expect to be in a range of +2 to +3%.
Longer-term, we expect to further mine our portfolio for
attractive redevelopment and development opportunities
at high-single-digit returns. Led by another terrific addition,
Senior Vice President of Development, Jonathan Krausche,
our Design, Development and Construction Team will
continue to cultivate and refine our strategic redevelopment
and development plans at Webster Place in Chicago’s
Lincoln Park neighborhood, Rivertowne Square in South
Florida and many more, with a goal of incubating an annual
redevelopment and development capital plan of $30-40
million starting in 2020.
Before I end my inaugural letter, I would like to take a
moment to discuss RPT’s commitment to corporate social
responsibility, which is a consistent focus in everything we
do. We have already made significant progress on this front,
including our environmentally responsible LEED Silver New
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, 2018
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
RPT REALTY
(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)
7.25% Series D Cumulative Convertible Perpetual Preferred Shares of
Beneficial Interest ($0.01 Par Value Per Share)
Name of Each Exchange
On Which Registered
New York Stock Exchange
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X] Accelerated Filer [ ] Non-Accelerated Filer [ ] Small Reporting Company [ ] Emerging Growth Company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most
recently completed second fiscal quarter (June 29, 2018) was $1,039,336,657. As of February 15, 2019 there were outstanding 80,154,911
Common Shares of Beneficial Interest.
Portions of the proxy statement for the annual meeting of shareholders to be held in 2019 are incorporated by reference into Part III.
DOCUMENTS INCORPORATED BY REFERENCE
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
6.
Selected Financial Data
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8.
Financial Statements and Supplementary Data
9.
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
22
22
23
24
25
40
40
41
41
41
42
42
42
42
42
43
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 detailed from time to time
in our filings with the Securities and Exchange Commission (the “SEC”) and in particular those set forth under "Risk Factors"
in this Annual Report on Form 10-K. 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.
Item 1. Business
PART I
The terms “Company,” “we,” “our,” or “us” refer to RPT Realty, RPT Realty, L.P., and/or its subsidiaries, as the context may
require. The content of our website and the websites of third parties noted herein in not incorporated by reference in this Annual
Report on Form 10-K.
General
RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. As
of December 31, 2018, our property portfolio consisted of 51 shopping centers (including one shopping center owned through a
joint venture) representing 12.4 million square feet of gross leasable area. As of December 31, 2018, the Company's aggregate
portfolio was 94.3% leased.
The Company's principal executive offices are located at 19 West 44th Street, New York, New York 10036 and its telephone
number is (212) 221-1261. The Company’s website is rptrealty.com. As of December 31, 2018, the Company had 95 full-time
employees. None of our employees is represented by a collective bargaining unit, and we believe that our relations with our
employees are good.
We conduct substantially all of our business through our operating partnership, RPT Realty, 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, 2018, 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.
Business Strategy
In 2018, the new executive management team set and met several key foundational objectives which included the streamlining of
the organizational platform, resetting the company culture, conducting a strategic asset review that resulted in the decision to sell
approximately $200 million of non-core assets, cultivating a redevelopment pipeline and changing the name of the Company to
RPT Realty. The asset sale proceeds are expected to be re-allocated into the Company’s balance sheet to lower leverage, as well
as fund its near-term accretive internal growth initiatives, including the reconfiguration of anchor boxes and the increasing of
small shop occupancy.
1
Our goal is to be a dominant shopping center owner, with a focus on the following:
• Own and manage high quality open-air shopping centers predominantly concentrated in the top U.S. metro areas;
• Maintain value creation redevelopment and expansion pipeline;
• Maximize balance sheet liquidity and flexibility; and
• Retain motivated, talented and high performing employees.
Key methods to achieve our strategy:
• Deliver above average relative shareholder return and generate outsized consistent and sustainable same property NOI
and Operating FFO per share growth;
•
•
Pursue selective redevelopment projects with significant pre-leasing for which we expect to achieve attractive returns
on investment;
Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease, redevelop and acquire assets
in our core markets;
• Achieve lower leverage while maintaining low variable interest rate risk; and
• Retain access to diverse sources of capital, maintain liquidity through borrowing capacity under our unsecured line of
credit and minimize the amount of debt maturities in a single year.
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 lineup 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, Dick’s Sporting Goods, and ULTA Salon. 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, Cincinnati,
Southeast Florida, Milwaukee, St. Louis, Chicago, Tampa/Lakeland, Jacksonville, and Minneapolis-St. Paul.
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 2018, our consolidated properties reported the following leasing activity:
Renewals
New Leases - Comparable
New Leases - Non-Comparable (4)
Total
Leasing
Transactions
173
22
93
288
Square
Footage
969,782
142,339
495,131
1,607,252
Base Rent/
SF (1)
$17.80
$13.24
$15.59
$16.72
Prior Rent/
SF (2)
$16.87
$9.27
N/A
N/A
Tenant
Improvements
/SF (3)
$1.24
$15.07
$43.51
$15.48
Leasing
Commissions/
SF
$0.16
$7.48
$6.45
$2.75
(1) Base rent 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 and leases signed where the previous and
current lease do not have a consistent lease structure. 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.
Investing Activities and Significant Transactions
2
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 January 2018, we acquired a 60,000 square foot leasehold interest in West Oaks, a shopping center in Novi, Michigan for $6.4
million. In addition, we sold six shopping centers and three land outparcels for gross proceeds of $125.1 million. Refer to Note
4 for additional information related to acquisitions and dispositions.
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 REITs in general.
Specifically, we completed the following financing transactions:
Debt
During 2018, our outstanding debt balance decreased by approximately $36.1 million, primarily through repayments on our
revolving credit facility with the net proceeds received from disposed properties during the year. Refer to Note 8 for additional
information related to our debt.
At December 31, 2018 and 2017 we had $349.8 million and $318.7 million, respectively, available to draw under our unsecured
revolving line of credit, subject to compliance with applicable covenants.
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, 2018, 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).
Sustainability
We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the Environmental, Social
and Governance (“ESG”) areas of sustainability. We believe that sustainability initiatives are a vital part of supporting our primary
goal to maximize value for our shareholders.
Our commitment to ESG principles starts with our employees. We are establishing a culture that intentionally attracts and retains
talented employees to work in an engaging and energetic team environment that shares a passion for innovation, transparency and
excellence. Our employees are awarded competitive compensation packages, including healthcare benefits for employees and
their families, participation in a 401(k) plan, paid time-off benefits and employee referral bonuses. In addition, we have recently
adopted “RPT Remote”, a flexible work initiative that allows employees the ability to telecommute one day per week. We are
focused on creating healthy workspaces and promote health and wellness for our employees and their families. In 2018, we were
recognized for winning Michigan’s Best and Brightest in Wellness for the fifth year in a row. The Best and Brightest in Wellness
awards program honors organizations that are making their workplaces, their employees and the community a healthier place to
live and work. We are also devoted to philanthropy initiatives and partner with organizations that are committed to improving the
overall quality of life in our communities. Each month, we support a local community organization through charitable giving or
volunteerism.
In 2019, we intend to establish an environmental stewardship policy aimed at providing the necessary framework to commence
comprehensive sustainability initiatives that meet our objectives of safeguarding the environment, while improving the energy
efficiency of our portfolio and corporate office locations and lowering operating costs. We intend to establish measurable goals
to reduce energy consumption, water usage and waste reduction across our portfolio and will report on actual performance in our
environmental disclosures. Our New York City office is already a Leadership in Energy and Environmental Design (“LEED”)
certified location. LEED is an internationally recognized green building certification system, providing third-party verification
3
that a building or community was designed and built using strategies aimed at improving performance metrics that matter most:
energy savings, water efficiency, CO2 emissions reduction, improved indoor environmental quality, and stewardship of resources
and sensitivity to their impacts. We are committed to transparency with regard to our sustainability performance and will strive
to enhance our disclosure using industry accepted measures.
Competition
See page 5 of Item 1A. “Risk Factors” for a description of competitive conditions in our business.
Environmental Matters
See page 11 of Item 1A. "Risk Factors" for a description of environmental risks for our business.
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
rptrealty.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the
SEC. These filings are also available at the SEC's website at www.sec.gov. Our Corporate Governance Guidelines, Code of
Business Conduct and Ethics and Board of Trustees’ committee charters also are available on our website.
4
Item 1A. Risk Factors
You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form
10-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties,
individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could
materially and adversely affect our business operations, results of operations and financial condition. Further, additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.
Operating Risks
A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow,
financial condition and results of operations.
In recent periods, sales by online retailers such as Amazon have increased, and many retailers operating brick and mortar stores
have made online sales a vital piece of their businesses. Although many of the retailers operating in our properties sell groceries
and other necessity-based soft goods or provide services, including entertainment and dining options, the shift to online shopping
may cause declines in brick and mortar sales generated by certain of our tenants and/or may cause certain of our tenants to reduce
the size or number of their retail locations in the future. As a result, our cash flow, financial condition and results of operations
could be adversely affected.
National economic conditions and retail sales trends may adversely affect the performance of our properties.
Demand to lease space in our shopping centers generally fluctuates with the overall economy. Economic downturns often result
in a lower rate of retail sales growth, or even declines in retail sales. In response, retailers that lease space in shopping centers
typically reduce their demand for retail space during such downturns. As a result, economic downturns and unfavorable retail
sales trends may diminish the income, cash flow, and value of our properties.
Our concentration of properties in Florida and Michigan 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, 2018 and 2017,
our wholly-owned properties located in Florida and Michigan accounted for approximately 23% and 19%, and 21% and 20%,
respectively, of our annualized base rent. 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, 2018, we received 40.6% of our combined annualized base rents from our top 25 tenants, including our top
five tenants: TJX Companies (4.8%), Dick's Sporting Goods (3.4%), Regal Cinemas (2.8%), Bed Bath & Beyond (2.8%) and LA
Fitness (2.7%). No other tenant represented more than 2.0% of our total annualized base rent. The credit risk posed by our major
tenants varies.
5
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 (tenants greater than or equal to 10,000 square feet) 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 could 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.
Our real estate assets may be subject to additional impairment provisions based on market and economic conditions.
On a periodic basis, we assess whether there are any indicators that the value of our real estate properties and other investments
may be impaired. Under generally accepted accounting principles (“GAAP”) a property’s value is impaired only if the estimate
of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the
carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends
and prospects, the effects of demand, competition and other factors. We are required to make subjective assessments as to whether
there are impairments in the value of our real estate properties and other investments.
No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our
unconsolidated joint ventures. There can be no assurance that we will not take charges in the future related to the impairment of
our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the
charge is taken. We recorded an impairment provision of $13.7 million in 2018 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 further information related to impairment provisions.
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.
6
Current or future joint venture investments could be adversely affected by our lack of sole decision-making authority.
As of December 31, 2018, we were a party to three joint venture agreements pursuant to which one property was owned by one
of the joint ventures, and we expect that we may enter into additional joint venture arrangements in the future. Our existing joint
ventures are subject to various risks, and any additional joint venture arrangements in which we may engage in the future are likely
to be subject to various risks, including the following:
•
•
•
•
•
•
•
lack of exclusive control over the joint venture, which may prevent us from taking actions that are in our best interest;
future capital constraints of our partners or failure of our partners to fund their share of required capital contributions,
which may require us to contribute more capital than we anticipated to fund developments and/or cover the joint venture's
liabilities;
actions by our partners that could jeopardize our REIT status, require us to pay taxes or subject the properties owned by
the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements;
disputes between us and our partners that may result in litigation or arbitration that would increase our expenses and
prevent our officers and/or directors from focusing their time and effort on our business;
changes in economic and market conditions for any adjacent non-retail use that may adversely impact the cash flow of
our retail property;
joint venture agreements that may require prior consent of our joint venture partners for a sale or transfer to a third party
of our interest in the joint venture, which would restrict our ability to dispose of our interest in such a joint venture; and
joint venture agreements that may contain buy-sell provisions pursuant to which one partner may initiate procedures
requiring us to buy the other partner's interest.
If any of the foregoing were to occur, our cash flow, financial condition and results of operations could be adversely affected.
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, and 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.
Investing Risks
We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our
operations or may increase the cost of these activities.
We compete with many other entities for the acquisition of shopping centers and land suitable for new developments, including
other REITs, private institutional investors and other owner-operators of shopping centers. In particular, larger REITs may enjoy
competitive advantages that result from, among other things, a lower cost of capital. These competitors may increase the market
prices we would have to pay in order to acquire properties. If we are unable to acquire properties that meet our criteria at prices
we deem reasonable, our ability to grow will be adversely affected.
Commercial real estate investments are relatively illiquid, which could hamper our ability to dispose of properties that no longer
meet our investment criteria or respond to adverse changes in the performance of our properties.
Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment
conditions is limited because real estate investments are relatively illiquid. The real estate market is affected by many factors,
such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond
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
7
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 that could adversely impact our cash flow, financial
condition and results of operations. These activities are subject to the following risks:
• We may not be able to complete construction on schedule due to labor disruptions, construction delays, and delays or
failure to receive zoning or other regulatory approvals;
• We may abandon our development, redevelopment and expansion opportunities after expending resources to determine
feasibility and 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,
interest rates, operating costs, and leasing costs;
• We may not be able to obtain financing on favorable terms for construction;
• We might not be able to secure key anchor or other tenants;
• We may experience a decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
• Occupancy rates and rents at a completed project may not meet our projections; and
• The time frame required for development, constructions 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 5 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, 2018, we had seven 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. After accounting for these interest rate swap agreements, we had
$28.1 million of variable rate debt outstanding at December 31, 2018. 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, 2018 increased
by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by
approximately $0.3 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.
Our debt must be refinanced upon maturity, which makes us reliant on the capital markets on an ongoing basis.
We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our debt at maturity. Instead,
we expect to refinance our debt by raising equity, debt or other capital prior to the time that it matures. As of December 31, 2018,
we had $964.1 million 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.
We could increase our outstanding debt.
Our management and Board of Trustees (“Board”) generally 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
8
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 mortgage debt exposes us to the risk of loss of property, which could adversely affect our financial condition.
As of December 31, 2018, we had $118.0 million of mortgage debt, net of unamortized premiums and 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.
There may be future dilution to holders 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
will 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.
9
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 354,029 shares of unvested restricted common shares outstanding at December 31, 2018.
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.
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.
10
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 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.
Our business and operations would suffer in the event of system failures, security breaches, cyber security intrusions, cyber-attacks
or other disruptions of our information technology systems.
We rely extensively upon information technology networks 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. Although we
employ a number of security measures to prevent, detect and mitigate these risks, including a disaster recovery plan for our internal
information technology systems, a dedicated IT team, employee training and background checks and password protection, along
with purchasing cyber liability insurance coverage, there can be no assurance that these measures will be effective and our systems,
networks and services remain vulnerable to damages from any number of sources, including system failures due to energy blackouts,
natural disasters, terrorism, war or telecommunication failures, security breaches, cyber intrusions and cyber security attacks, such
as computer viruses, malware or e-mail attachments or any unauthorized access to our data and/or computer systems. In recent
years, there has been an increased number of significant cyber security attacks that include, but are not limited to, gaining
unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing
operational disruption. A system failure, security breach, cyber intrusion, cyber-attack or other disruption of our information
technology systems may cause interruptions in our operations and other negative consequences, which may include but are not
limited to the following, any of which could have a material adverse effect on our cash flow, financial condition and results of
operations:
• Compromising of confidential information;
• Manipulation and destruction of data;
11
•
System downtimes and operational disruptions;
• Remediation cost that may include liability for stolen assets or information, expenses related to repairing system damage,
costs associated with damage to business relationships or due to legal requirements imposed;
• Loss of revenues resulting from unauthorized use of proprietary information;
• Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants;
• Reputational damage adversely affecting investor confidence;
• Damage to tenant relationships;
• Violation of applicable privacy and other laws;
• Litigation; and
• Loss of trade secrets.
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
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.
12
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.
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 that new standards may have
on the presentation of our consolidated financial statements, results of operations and financial ratios required by our debt covenants.
Refer to Note 2 Recently Issued Accounting Pronouncements of the notes to the consolidated financial statements for further
information related to the impact of the new leasing standard (ASC Topic 842).
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 took effect for taxable years that began
on or after January 1, 2018 (subject to certain exceptions), made many significant changes to the federal income tax laws
that profoundly impacted 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
some guidance with respect to certain of the new provisions but there are numerous interpretive issues that still require further
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 further 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 do 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 “Even as a REIT, we may be subject to various
federal income and excise taxes, as well as state and local taxes”.
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
13
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
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, 2018, we owned and managed a portfolio of 51 shopping centers with approximately 12.4 million square feet
("SF") of GLA. Our wholly-owned properties consist of 50 shopping centers comprising approximately 12.3 million square feet.
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
GA
100%
1986/1996/2010
106,143
89.6 % $
12.81 Aspire Fitness, Studio Movie
Grill
Peachtree Hill
Promenade at Pleasant
Hill
Baltimore [MSA Rank 21]
Duluth
Duluth
GA
GA
100%
100%
1986/2015/NA
154,700
99.3 %
14.02 Kroger, LA Fitness
1993/2004/NA
265,398
96.4 %
10.26 K1 Speed, LA Fitness, Publix
Crofton Centre
Crofton
MD
100%
1974/2015/NA
252,230
94.7 %
9.70 At Home, Gold's Gym, Shoppers
Food Warehouse,
Chicago [MSA Rank 3]
Deer Grove Centre
Palatine
Market Plaza
Mount Prospect Plaza
Glen Ellyn
Mount
Prospect
Webster Place
Lincoln Park
Cincinnati [MSA Rank 28]
IL
IL
IL
IL
100%
1997/2013/2013
237,644
87.0 %
10.42 Aldi, Hobby Lobby, Ross Dress
for Less, T.J. Maxx, (Target)
100%
100%
1965/2015/2009
166,572
94.7 %
16.24
Jewel-Osco, Ross Dress for Less
1958/2012/2013
227,785
76.8 %
14.52 Aldi, LA Fitness, Marshalls,
Ross Dress for Less, (Walgreens)
100%
1987/2017/NA
134,918
95.0 %
25.25 Barnes & Noble, Regal Cinema
Bridgewater Falls
Hamilton
OH
100%
2005/2014/NA
503,340
93.3 %
14.65 Bed Bath & Beyond, Best Buy,
Buttermilk Towne Center
Crescent
Springs
KY
100%
2005/2014/NA
290,033
100.0 %
10.19
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%
2004/2013/2018
469,583
89.0 %
Columbus [MSA Rank 33]
Olentangy Plaza
Columbus
OH
100%
1981/2015/1997
252,739
90.4 %
The Shops on Lane
Avenue
Upper
Arlington
Denver [MSA Rank 19]
OH
100%
1952/2015/2004
183,381
98.2 %
20.69 Ashley Furniture HomeStore,
Bed Bath & Beyond, buybuy
Baby, Crunch Fitness Dick's
Sporting Goods, Five Below,
Regal Cinemas, Whole Foods
Market
12.27 Aveda Institute Columbus,
Eurolife Furniture, Marshalls,
Micro Center, Tuesday Morning
23.59 Bed Bath & Beyond, CoHatch(4),
Whole Foods Market
Front Range Village
Fort Collins
CO
100%
2008/2014/NA
502,103
89.5 %
21.30
2nd and Charles, Charming
Charlie, Cost Plus World Market,
DSW, Microsoft Corporation,
Party City, Sprouts Farmers
Market, Staples, TruFut Athletic
Club, Ulta Beauty, Urban Air
Adventure Park(3), (Fort Collins
Library), (Lowes), (Target)
15
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base rent
per leased
SF (1) Anchor Tenants (2)
Property Name
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
Bloomfield
Troy Marketplace
Troy
MI
MI
MI
MI
MI
MI
100%
1992/2003/NA
135,450
97.6 %
9.92 Gibralter Rug, OfficeMax, T.J.
Maxx, (Target)
100%
1988/2013/NA
352,772
98.2 %
17.04 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
99.1 %
9.00 Big Lots, Burlington Coat
Factory, Forman Mills
100%
1968/1996/2005
523,392
100.0 %
11.94 Best Buy, DSW Shoe
Warehouse, Lowe's, Meijer,
Michaels, Office Depot,
PetSmart
100%
1972/2013/2011
96,768
98.2 %
18.34
Plum Market
100%
2000/2013/2010
240,608
100.0 %
19.94 Airtime, Golf Galaxy, LA
Fitness, Nordstrom Rack,
PetSmart, (REI)
West Oaks I Shopping
Center
West Oaks II Shopping
Center
Novi
MI
100%
1979/1996/2004
284,973
91.0 %
17.28 Gardner White Furniture, Home
Novi
MI
100%
1986/1996/2000
167,954
97.8 %
18.22
Goods, Michaels, Nordstrom
Rack, Old Navy, Rally House,
The Container Store
Jo-Ann, Marshalls, (Art Van),
(ABC Warehouse), (Bed Bath &
Beyond), (Kohl's), (Value City
Furniture)
Winchester Center
Rochester
Hills
MI
100%
1980/2013/NA
320,134
100.0 %
12.36 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
86.0 %
13.53
Flix Brewhouse, Planet Fitness
Jacksonville [MSA Rank 40]
Parkway Shops
Jacksonville
FL
100%
2013/2008/NA
144,114
100.0 %
11.61 Dick's Sporting Goods, Hobby
Lobby, Marshalls, (Wal-Mart
Supercenter)
River City Marketplace
Jacksonville
FL
100%
2005/2005/NA
562,998
84.5 %
19.41 Ashley Furniture HomeStore,
Bed Bath & Beyond, Best Buy,
Hollywood Theaters, Michaels,
PetSmart, Ross Dress for Less,
(Lowe's), (Wal-Mart
Supercenter)
Miami [MSA Rank 8]
Coral Creek Shops
Marketplace of Delray
Coconut
Creek
Delray
Beach
Mission Bay Plaza
Boca Raton
Rivertowne Square
The Crossroads
West Broward Shopping
Center
Milwaukee [MSA Rank 39]
Deerfield
Beach
Royal Palm
Beach
Plantation
FL
FL
FL
FL
FL
FL
100%
1992/2002/NA
109,312
96.5 %
19.04
Publix
100%
1981/2013/2010
241,715
95.4 %
15.56 Office Depot, Ross Dress for
Less, Winn-Dixie
100%
1989/2013/NA
262,759
98.4 %
24.95 Dick's Sporting Goods, Five
Below, LA Fitness, OfficeMax,
Tuesday Morning, The Fresh
Market
100%
1980/1998/2010
146,666
92.6 %
10.77 Bealls, Winn-Dixie
100%
1988/2002/NA
121,509
99.2 %
17.11
Publix
100%
1965/2005/NA
152,973
91.0 %
12.04 Badcock, DD's Discounts, Save-
A-Lot
Nagawaukee Center
Delafield
WI
100%
1994/2012-13/
NA
220,083
100.0 %
14.94 HomeGoods, Kohl's, Marshalls,
Sierra Trading Post, (Sentry
Foods)
The Shoppes at Fox River Waukesha
WI
100%
2009/2010/2011
331,541
97.4 %
15.31 Hobby Lobby, Old Navy, Pick n'
West Allis Towne Centre
West Allis
WI
100%
1987/1996/2011
326,223
83.2 %
16
Save, Ross Dress for Less, T.J.
Maxx, Tuesday Morning(4),
(Target)
10.79 Burlington Coat Factory, Five
Below, Hobby Lobby(3), Ross
Dress for Less, Xperience
Fitness
Property Name
Location
City
State
Ownership
%
Year Built /
Acquired /
Redeveloped
Total GLA
%
Leased
Average
base rent
per leased
SF (1) Anchor Tenants (2)
Minneapolis [MSA Rank 16]
Centennial Shops
Edina
Woodbury Lakes
Woodbury
MN
MN
Nashville [MSA Rank 36]
100%
2008/2016/NA
85,206
100.0 %
38.80
Pinstripes, The Container Store,
West Elm
100%
2005/2014/NA
360,028
91.3 %
21.15 Alamo Drafthouse Cinema,
Athleta, DSW, H&M, Michaels,
(Trader Joe's)
Providence Marketplace
Mt. Juliet
TN
100%
2006/2017/NA
634,088
98.2 %
13.09 Belk, Best Buy, Books A
St. Louis [MSA Rank 20]
Central Plaza
Ballwin
MO
100%
1970/2012/2012
163,625
93.7 %
12.62
Deer Creek Shopping
Center
Maplewood
MO
100%
1975/2013/2013
208,122
95.0 %
10.76
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)
buybuy Baby, Jo-Ann, Old Navy,
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
98.9 %
14.69 Dierbergs Markets, Marshalls,
Office Depot, T.J. Maxx
Town & Country Crossing
Town &
Country
Tampa [MSA Rank 18]
Cypress Point
Clearwater
Lakeland Park Center
Lakeland
MO
100%
2008/2011/2011
186,590
99.0 %
24.17 HomeGoods, Starbucks, Stein
Mart, Whole Foods Market,
(Target)
FL
FL
100%
1983/2013/NA
167,197
97.7 %
13.14 Burlington Coat Factory, The
Fresh Market
100%
2014/NA/NA
210,422
98.1 %
13.67 Dick's Sporting Goods, Floor &
Shoppes of Lakeland
Lakeland
FL
100%
1985/1996/NA
183,702
100.0 %
Décor, Ross Dress for Less,
(Target)
13.28 Ashley Furniture HomeStore,
Michaels, Staples, T.J. Maxx,
(Target)
Village Lakes Shopping
Center
Properties Not in Top 40 MSA's
Land O'
Lakes
FL
100%
1987/1997/NA
166,485
98.7 %
9.73 Bealls Outlet, Marshalls, Ross
Dress for Less
East Town Plaza
Madison
WI
100%
1992/2000/2000
216,732
83.1 %
11.73 Burlington Coat Factory, Jo-
Spring Meadows Place
Holland
OH
100%
1987/1996/2005
314,514
95.4 %
Ann, Marshalls, Ross Dress for
Less, (Shopko)
11.20 Ashley Furniture HomeStore,
Big Lots, DSW, Guitar Center,
HomeGoods, Michaels,
OfficeMax, PetSmart, T.J. Maxx,
(Best Buy), (Dick's Sporting
Goods), (Sam's Club), (Target),
(Wal-Mart)
Treasure Coast Commons
Vista Plaza
Jensen
Beach
Jensen
Beach
FL
FL
100%
1996/2013/NA
91,656
100.0 %
12.75 Barnes & Noble, Beall's Outlet
Store, Dick's Sporting Goods
100%
1998/2013/NA
109,761
100.0 %
14.18 Bed Bath & Beyond, Michaels,
Total Wine & More
CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE
12,292,497
94.3% $
15.28
JOINT VENTURE PORTFOLIO
Nora Plaza
Marion
IN
7%
1958/2007/2002
139,743
97.1 % $
14.58 Marshalls, Whole Foods Market,
(Target)
CONSOLIDATED AND JV PORTFOLIO TOTAL / AVERAGE
12,432,240
94.3% $
15.27
(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) Space delivered to tenant.
(4) Space leased to tenant, not yet delivered.
17
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, 2018 the breakdown of GLA between anchor and retail tenants, of our 50 existing
properties for our wholly owned properties portfolio:
Type of Tenant
Anchor (1)
Retail (non-anchor)
Total
Annualized
Base Rent
$ 98,966,172
73,232,133
$ 172,198,305
% of Total
Annualized
Base Rent
57.5%
42.5%
100.0%
GLA
8,649,662
3,642,835
12,292,497
% of Total
GLA
70.4%
29.6%
100.0%
(1) Anchor tenant is defined as any tenant leasing 10,000 square feet or more.
18
The following table depicts, as of December 31, 2018, information regarding leases with the 25 largest retail tenants (in terms of
annualized base rent) for our wholly owned properties portfolio:
$
Annualized
Base Rent
PSF
10.50
12.25
22.35
11.55
18.66
9.06
15.87
12.70
24.63
16.71
20.67
19.37
17.80
8.98
13.61
15.58
10.00
12.59
8.07
9.90
15.91
17.24
24.61
40.14
7.75
13.45
$
% of
Annualized
Base Rent
4.8 %
3.4 %
2.8 %
2.8 %
2.7 %
1.9 %
1.6 %
1.6 %
1.5 %
1.4 %
1.4 %
1.4 %
1.4 %
1.4 %
1.3 %
1.2 %
1.1 %
1.1 %
0.9 %
0.9 %
0.8 %
0.8 %
0.8 %
0.8 %
0.8 %
40.6%
Tenant Name
TJX Companies (2)
Dick's Sporting Goods (3)
Regal Cinemas
Bed Bath & Beyond (4)
LA Fitness
Ross Stores (5)
PetSmart
Michaels Stores
ULTA Salon
Gap, Inc. (6)
Whole Foods
Ascena Retail (7)
DSW Designer Shoe Warehouse
Burlington Coat Factory
Office Depot (8)
Best Buy
Dollar Tree
Jo-Ann Fabric and Craft Stores
Meijer
Ashley Furniture HomeStore
Party City Corporation
Five Below
Barnes & Noble
Pinstripes
Hobby Lobby
Total top 25 tenants
Credit Rating
S&P/Moody's (1)
A+/A2
--/--
--/Ba1
BB+/Baa3
B+/B2
A-/A3
CCC/Caa1
BB-/Ba2
--/--
BB+/Baa2
A+/A3
B/Ba3
--/--
BB+/Ba1
B/Ba3
BBB/Baa1
BBB-/Baa3
B/B2
--/--
--/--
B+/--
--/--
--/--
--/--
--/--
Number
of Leases
25
10
4
14
6
14
8
9
10
11
3
24
7
4
7
4
19
5
1
4
7
9
2
1
3
211
GLA
780,111
474,259
219,160
418,062
252,000
353,909
178,250
217,456
103,719
147,445
118,879
126,425
135,680
260,115
166,011
134,129
195,988
154,949
189,635
147,778
90,261
82,904
54,947
32,414
165,000
5,199,486
% of Total
Total
Company
Annualized
Owned
GLA
Base Rent
6.3 % $ 8,193,758
5,810,460
3.9 %
4,898,068
1.8 %
4,830,594
3.4 %
4,701,626
2.0 %
3,205,117
2.9 %
2,829,180
1.4 %
2,761,113
1.8 %
2,554,155
0.8 %
2,463,877
1.2 %
2,457,592
1.0 %
2,449,246
1.0 %
2,414,627
1.1 %
2,337,021
2.1 %
2,258,632
1.4 %
2,089,147
1.1 %
1,959,717
1.6 %
1,951,280
1.3 %
1,530,650
1.5 %
1,463,243
1.2 %
1,436,396
0.7 %
1,429,611
0.7 %
1,352,321
0.5 %
1,301,098
0.3 %
1.3 %
1,278,750
42.3% $ 69,957,279
(1)
Source: Latest Company filings, as of December 31, 2018, per CreditRiskMonitor.
(2) Marshalls (11) / TJ Maxx (9) / HomeGoods (4) / Sierra Trading Post (1)
(3) Dick's Sporting Goods (8) / Field & Stream (1) / Golf Galaxy (1)
(4) Bed Bath & Beyond (7) / Buy Buy Baby (5) / Cost Plus World Market (2)
(5) Ross Dress for Less (13) / DD's Discounts (1)
(6) Old Navy (7) / Gap (2) / Banana Republic (1) / Athleta (1)
(7) Ann Taylor (3) / Catherine's (3) / Dress Barn (3) / Justice (5) / Lane Bryant (6) / Maurice's (4)
(8) OfficeMax (4) / Office Depot (3)
19
Lease Expirations
The following tables set forth a schedule of lease expirations for our wholly owned portfolio, for the next ten years and thereafter,
assuming that no renewal options are exercised:
ALL TENANTS
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
120
157
219
172
191
81
50
55
61
83
53
27
1,269
50
163
1,482
Expiring Leases As of December 31, 2018
Average
Annualized
Base Rent
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
GLA
613,137
1,166,122
1,599,496
1,106,753
1,728,392
943,955
614,605
954,272
581,879
840,268
1,023,917
$
$
(per square foot)
17.77
14.55
15.95
17.13
15.19
12.82
15.80
13.00
17.01
16.62
13.35
10,897,746
16,961,891
25,509,895
18,964,062
26,261,314
12,100,216
9,707,768
12,407,253
9,899,424
13,966,083
13,673,463
$
100,083
11,272,879
318,269
701,349
12,292,497
$
18.48
15.28
N/A
N/A
N/A $
1,849,190
172,198,305
N/A
N/A
172,198,305
6.3 %
9.9 %
14.9 %
11.0 %
15.3 %
7.0 %
5.6 %
7.2 %
5.7 %
8.1 %
7.9 %
1.1 %
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, 2018
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
12
26
47
31
37
28
17
18
18
18
24
2
278
6
14
298
GLA
284,343
765,062
1,131,786
702,058
1,256,703
744,169
466,734
818,166
420,153
633,651
924,591
38,610
8,186,026
169,480
294,156
8,649,662
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where the space has not yet been delivered.
20
Average
Annualized
Base Rent
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
$
$
(per square foot)
12.90
11.00
12.98
13.15
11.59
10.58
13.38
10.78
13.88
13.02
11.64
$
$
16.11
12.09
N/A
N/A
N/A $
3,667,890
8,418,134
14,688,803
9,231,490
14,561,205
7,873,705
6,243,341
8,818,280
5,833,037
8,248,232
10,759,974
622,081
98,966,172
N/A
N/A
98,966,172
3.7 %
8.5 %
14.9 %
9.3 %
14.7 %
8.0 %
6.3 %
8.9 %
5.9 %
8.3 %
10.9 %
0.6 %
100.0%
N/A
N/A
100.0%
NON-ANCHOR TENANTS (less than 10,000 square feet)
Expiring Non-Anchor Leases As of December 31, 2018
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029+
Tenants month to
month
Sub-Total
Leased (2)
Vacant
Total
Number of
Leases
108
131
172
141
154
53
33
37
43
65
29
25
991
44
149
1,184
Average
Annualized
Base Rent
Total
Annualized
Base Rent (1)
% of Total
Annualized
Base Rent
GLA
328,794
401,060
467,710
404,695
471,689
199,786
147,871
136,106
161,726
206,617
99,326
$
$
(per square foot)
21.99
21.30
23.14
24.05
24.80
21.16
23.43
26.37
25.14
27.67
29.33
$
61,473
3,086,853
148,789
407,193
3,642,835
$
19.96
23.72
N/A
N/A
N/A $
7,229,856
8,543,757
10,821,092
9,732,572
11,700,109
4,226,511
3,464,427
3,588,973
4,066,387
5,717,851
2,913,489
1,227,109
73,232,133
N/A
N/A
73,232,133
9.9 %
11.6 %
14.8 %
13.3 %
16.0 %
5.8 %
4.7 %
4.9 %
5.5 %
7.8 %
4.0 %
1.7 %
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
At December 31, 2018, our three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had
environmental phase one assessments completed. We continue to evaluate the best use for land available for development, portions
of which are adjacent to our existing shopping centers. 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.
The Company evaluates these assets each reporting period and records an impairment charge equal to the difference between the
current carrying value and fair value, when the fair value is determined to be less than the asset's carrying value. During 2018, we
recorded a $0.2 million impairment charge on a land parcel that was ultimately sold. We also recorded impairment provisions of
$1.0 million in both 2017 and 2016 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 further information related to impairment provisions.
Insurance
Our tenants are generally responsible under their leases for providing adequate insurance on the spaces they lease. In addition we
believe our properties are adequately covered by commercial general liability, fire, flood, terrorism, environmental, and where
necessary, hurricane and windstorm insurance coverages, which are all provided by reputable companies, with commercially reasonable
exclusions, deductibles and limits.
21
Item 3. Legal Proceedings
We are currently involved in certain litigation arising in the ordinary course of business.
Item 4. Mine Safety Disclosures
Not applicable.
22
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, 2019, the closing price of our common shares on the NYSE was $13.36.
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, 2013 through
December 31, 2018. The stock price performance shown is not necessarily indicative of future price performance.
(1) On October 31, 2018, the Company announced it re-branded to RPT Realty.
Holders
The number of holders of record of our common shares was 1,087 at February 15, 2019. 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. 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. See "Dividends and Equity" under Item
7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, elsewhere in this report.
23
For information on our equity compensation plans as of December 31, 2018, 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.
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
Diluted
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
2018
Year Ended December 31,
2016
2017
(In thousands, except per share)
2015
2014
$
$
$
$
$
$
$
260,622
52,260
18,036
3,699
295
18,036
(417)
(6,701)
10,918
265,082
63,399
70,719
51,977
787
70,719
(1,659)
(6,701)
62,359
$ 260,930
70,908
61,112
34,108
1,673
61,112
(1,448)
(6,701)
52,963
$ 251,790
65,497
66,895
13,529
4,041
66,895
(1,786)
(6,838)
57,771
$ 218,363
23,330
(2,412)
10,022
835
(2,412)
48
(7,250)
(9,614)
$
0.13
0.13
$
0.78
0.78
$
0.66
0.66
$
0.73
0.73
(0.14)
(0.14)
79,592
80,088
3.625
0.880
6,701
70,458
$
$
$
$
79,344
79,530
3.625
0.880
6,701
70,225
$
$
$
$
79,236
79,435
3.625
0.860
6,701
67,710
$
$
$
$
78,848
79,035
3.625
0.820
6,977
63,972
$
$
$
$
72,118
72,118
3.625
0.775
7,250
54,149
$ 2,025,773
1,928,440
963,149
1,096,897
811,962
19,581
831,543
$ 2,130,779
2,030,394
999,215
1,145,225
864,322
20,847
885,169
$ 2,132,670
2,061,498
1,021,223
1,172,900
867,701
20,897
888,598
$ 2,184,481
2,136,082
1,083,711
1,234,709
879,391
21,982
904,466
$ 1,934,032
1,951,743
917,658
1,058,428
867,525
25,790
896,408
OTHER DATA:
Funds from operations ("FFO") available to common shareholders(1) $
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash (used in) provided by financing activities
109,417
106,322
42,262
(116,753)
$
118,563
117,925
(16,675)
(103,085)
$ 118,683
116,601
11,250
(128,477)
$ 119,556
105,630
(154,333)
46,012
$
77,574
110,592
(315,723)
208,671
(1) FFO is a non-GAAP financial measure that we believe provides useful information to investors. 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.
24
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
RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. As
of December 31, 2018, our property portfolio consisted of 51 shopping centers (including one shopping center owned through a
joint venture) representing 12.4 million square feet of gross leasable area. As of December 31, 2018, the Company's aggregate
portfolio was 94.3% leased.
In 2018, the new executive management team completed several key foundational objectives which included the streamlining of
the organizational platform, resetting the company culture, conducting a strategic asset review that resulted in the decision to sell
approximately $200 million of non-core assets, cultivating a redevelopment pipeline and changing the name of the Company to
RPT Realty. The asset sale proceeds are expected to be re-allocated into the Company’s balance sheet to lower leverage, as well
as fund its near-term accretive internal growth initiatives, including the reconfiguration of anchor boxes and the lease up of small
shop occupancy.
Our goal is to be a dominant shopping center owner, with a focus on the following:
• Own and manage high quality open-air shopping centers predominantly concentrated in the top U.S. metro areas;
• Maintain value creation redevelopment and expansion pipeline;
• Maximize balance sheet liquidity and flexibility; and
• Retain motivated, talented and high performing employees.
Key methods to achieve our strategy:
• Deliver above average relative shareholder return and generate outsized consistent and sustainable same property NOI
and Operating FFO per share growth;
•
•
Pursue selective redevelopment projects with significant pre-leasing for which we expect to achieve attractive returns
on investment;
Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease, redevelop and acquire assets
in our core markets;
• Achieve lower leverage while maintaining low variable interest rate risk; and
• Retain access to diverse sources of capital, maintain liquidity through borrowing capacity under our unsecured line of
credit and minimize the amount of debt maturities in a single year.
The following highlights the Company's significant transactions, events and results that occurred during the year ended
December 31, 2018:
Financial Results:
• Net income available to common shareholders was $10.9 million, or $0.13 per diluted share, for the year ended
December 31, 2018, as compared to $62.4 million, or $0.78 per diluted share, for the same period in 2017.
•
Funds from operations ("FFO") was $109.4 million, or $1.23 per diluted share, for the year ended December 31, 2018,
as compared to $118.6 million, or $1.34 per diluted share, for the same period in 2017 (see additional disclosure on
FFO beginning on page 36).
• Operating funds from operations ("Operating FFO") was $120.1 million, or $1.35 per diluted share, for the year ended
December 31, 2018, as compared to $119.6 million, or $1.36 per diluted share, for the same period in 2017 (see
additional disclosure on FFO beginning on page 36).
•
Same property net operating income with redevelopment increased 2.9% for the year ended December 31, 2018, as
compared to the same period in 2017 (see additional disclosure on FFO beginning on page 38).
• Executed 288 new leases and renewals, totaling approximately 1.6 million square feet.
25
• As of December 31, 2018, the consolidated portfolio leased rate was 94.3%, as compared to 93.3% at December 31,
2017.
Acquisition Activity (See Note 4 of the Notes to Consolidated Financial Statements included in this Form 10-K):
• Acquired leasehold interest in one operating property for a purchase price of $6.4 million.
Disposition Activity (See Note 4 of the Notes to Consolidated Financial Statements included in this Form 10-K):
• Disposed of six operating properties and three land parcels for aggregate gross proceeds of $125.1 million. These
transactions resulted in (i) an aggregate gain on real estate of $4.0 million and (ii) an aggregate impairment charge of
$5.9 million.
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
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 (which requires all assets acquired and liabilities
assumed be measured at acquisition date fair value) 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.
26
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 undiscounted cash flow are 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.
Results of Operations
Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017
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, 2018 as
compared to 2017:
Total revenue
Real estate taxes
Recoverable operating expenses
Non-recoverable operating expense
Depreciation and amortization
Acquisition costs
General and administrative expense
Provision for impairment
Gain on sale of real estate
Earnings from unconsolidated joint ventures
Interest expense
Other gain on unconsolidated joint ventures
NM - Not meaningful
Year Ended December 31,
$
$
2018
260,622
42,306
26,177
4,808
87,327
233
33,861
13,650
3,994
589
43,439
5,208
2017
(In thousands)
265,082
$
42,683
27,653
4,664
91,335
—
25,944
9,404
52,764
273
44,866
—
Dollar
Change
Percent
Change
(4,460)
(377)
(1,476)
144
(4,008)
233
7,917
4,246
(48,770)
316
(1,427)
5,208
(1.7)%
(0.9)%
(5.3)%
3.1 %
(4.4)%
NM
30.5 %
45.2 %
(92.4)%
115.8 %
(3.2)%
NM
Total revenue in 2018 decreased $4.5 million, or (1.7)%, from 2017. The decrease is primarily due to the following:
•
•
•
•
$20.1 million decrease related to properties sold in 2018 and 2017; offset by
$7.7 million increase related to our existing centers largely attributable to changes in estimates associated with recoveries
of common area maintenance and real estate taxes, and higher minimum rent;
$5.2 million increase from acceleration of a below market lease attributable to a specific tenant who vacated prior to the
original estimated lease termination date; and
$2.7 million increase related to properties acquired in 2017 and a leasehold interest acquired in 2018.
27
Real estate tax expense in 2018 decreased $0.4 million, or (0.9)%, from 2017 primarily due to properties sold during 2018 and
2017, partially offset by properties acquired in 2017 and higher net expense; specifically at two properties as a result of a change
in estimates.
Recoverable operating expense in 2018 decreased $1.5 million, or (5.3)%, from 2017 primarily due to properties sold during 2018
and 2017, partially offset by additional expense from properties acquired in 2017.
Non-recoverable operating expense in 2018 remained flat from 2017.
Depreciation and amortization expense in 2018 decreased $4.0 million, or (4.4)%, from 2017. The decrease is primarily a result
of properties sold during 2018 and 2017, partially offset by higher asset write offs in 2018 for tenant lease terminations prior to
their original estimated term, and higher depreciation expense from acquisitions completed in 2017.
During 2018 we recorded acquisition costs of $0.2 million related to legal and professional fees associated with a potential shopping
center acquisition that was abandoned during the year.
General and administrative expense in 2018 increased $7.9 million, or 30.5%, from 2017. The increase was primarily due to the
following:
•
•
•
•
$9.7 million of executive management reorganization expenses, which included severance costs associated with former
executives as well as executive recruiting fees, sign on bonuses and relocation fees associated with the new executive team;
$0.8 million of severance costs resulting from the reduction-in-force associated with the reorganization of the Company's
operating structure; offset by
$0.8 million decrease in service-based and performance-based stock compensation expense; and
$0.5 million decrease in other severance costs.
During 2018 we recorded an impairment provision totaling $13.7 million, of which $13.4 million was on shopping centers classified
as income producing and $0.2 million on land held for development. The adjustments related to shopping centers were triggered
by changes in associated market prices and expected hold period assumptions, as well as a purchase price reduction at one property.
The provision related to land held for development was triggered by changes in the expected use of the land and higher costs.
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. 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 land. 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 $4.0 million in 2018. In the comparable period in 2017 we had a gain of $52.8 million. Refer to
Note 4 of the notes to the consolidated financial statements for further detail on dispositions.
Earnings from unconsolidated joint ventures in 2018 increased $0.3 million from 2017. The increase was primarily due to our
portion of the gain on sale of the Martin Square property which was disposed of by our joint venture during the year compared to
no disposals by our unconsolidated joint ventures in the comparable period.
Interest expense decreased in 2018 by $1.4 million, or (3.2)% from 2017. The decrease is primarily a result of an 8% decrease in
our average outstanding debt, offset partially by a 45 basis point increase in our weighted average interest rate. The decline in our
average outstanding debt is primarily a result of using proceeds from asset sales in the second half of 2017 to paydown our revolving
credit line.
Other gain on unconsolidated joint ventures increased $5.2 million primarily due to the sale of the Martin Square property by our
joint venture during the year. The gain represents the difference between our share of the distributed proceeds and the carrying
value of our equity investment in the joint venture.
28
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 which have significantly changed during the year ended December 31, 2017 as
compared to 2016:
Total revenue
Real estate taxes
Recoverable operating expenses
Non-recoverable operating expenses
Depreciation and amortization
General and administrative expense
Provision for impairment
Gain on sale of real estate
Earnings from unconsolidated joint ventures
Interest expense
Other gain on unconsolidated joint ventures
Loss on extinguishment of debt
NM - Not meaningful
Year Ended December 31,
$
$
2017
265,082
42,683
27,653
4,664
91,335
25,944
9,404
52,764
273
44,866
—
—
2016
(In thousands)
260,930
$
41,739
29,581
3,575
91,793
22,041
977
35,781
454
44,514
215
(1,256)
Dollar
Change
Percent
Change
4,152
944
(1,928)
1,089
(458)
3,903
8,427
16,983
(181)
352
(215)
1,256
1.6 %
2.3 %
(6.5)%
30.5 %
(0.5)%
17.7 %
862.5 %
47.5 %
(39.9)%
0.8 %
NM
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.
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.
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 $1.1 million. or 30.5%, from 2016 primarily due to ground rent expense at
a property acquired in the fourth quarter of 2016.
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
depreciations 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 $3.9 million, or 17.7%, 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 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.
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 laddering our
debt maturities and further expanding our unencumbered asset base. In addition, we believe we have access to multiple forms of
capital which includes unsecured corporate debt, preferred equity and common equity including our at-the-market equity program
we have in place.
At December 31, 2018 and 2017, we had $44.7 million and $12.9 million, respectively, in cash and cash equivalents and restricted
cash. Restricted cash of $3.7 million and $4.8 million as of December 31, 2018 and 2017, respectively, was comprised primarily
of funds held in escrow by lenders to pay real estate taxes, insurance premiums and certain capital expenditures. As of December 31,
2018 we had no debt maturing in 2019. As of December 31, 2018 we had $349.8 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 and the development of land. 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 and 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.
30
The following is a summary of our cash flow activities:
Cash provided by operating activities
Cash provided by (used in) investing activities
Cash used in financing activities
Operating Activities
Year Ended December 31,
2018
$
106,322
42,262
(116,753)
2017
(In thousands)
117,925
$
(16,675)
(103,085)
2016
$
116,601
11,250
(128,477)
Net cash flow provided by operating activities decreased $11.6 million in 2018 compared to 2017 primarily due to the
following:
• Decrease of $13.4 million as a result of shopping centers sold in 2017; and
•
•
a $4.4 million decrease related to executive management reorganization costs; partially offset by
higher operating cash of $4.1 million from shopping centers owned and operated throughout all of 2017 and 2018.
Investing Activities
Net cash provided by investing activities was $42.3 million in 2018 compared to net cash used in investing activities of $(16.7)
million in 2017. The $58.9 million change in net cash provided by (used in) investing activities was primarily due to:
• Acquisitions of real estate decreased $163.5 million; offset by
•
•
net proceeds from the sale of real estate, including distributions on joint venture sales, decreased $93.7 million; and
development and capital improvements to real estate increased $13.9 million.
In 2018 we acquired the leasehold interest in a ground lease at our existing West Oaks shopping center for approximately $6.4
million. In 2017 we acquired two properties at a combined gross purchase price of $168.3 million and three outparcel acquisitions
with a combined gross purchase price of $1.6 million.
At December 31, 2018, we had four properties under redevelopment or expansion that have an estimated cost of $8.5 million, of
which $5.1 million remains to be invested. Completion for these projects is expected over the next twelve months.
In 2018 we sold six properties and three outparcels with aggregate net proceeds of $116.5 million. During 2017 we closed eleven
property dispositions, a Walgreen’s Data Center and five outparcel sales with aggregate net proceeds of $216.5 million. Refer to
Note 4 Property Acquisitions and Dispositions of the notes to the consolidated financial statements for additional information
related to dispositions.
Our development and capital improvements spend in 2018 and 2017 included $9.7 million and $6.1 million, respectively, for the
retenanting of anchor tenants forced to close as a result of bankruptcy proceedings.
Financing Activities
Net cash used in financing activities increased $13.7 million compared to 2017 primarily because net borrowings on our mortgages
and notes payable decreased $41.0 million, offset partially by lower net paydowns on our revolving credit facility of $26.0 million.
As of December 31, 2018, $349.8 million was available to be drawn on our $350.0 million unsecured revolving credit facility
subject to our compliance with certain covenants. In addition, as of December 31, 2018, we had $44.7 million in cash and cash
equivalents and restricted cash. 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.
31
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 2018. Cash dividends for 2017 and 2016 were $0.88 and
$0.86 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 generally 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 can be used. Examples of alternative funding sources include proceeds from sales of
real estate and bank borrowings. During 2018, the sum of our principal and interest payments, operating expenses, shareholder
distributions and recurring capital expenditures exceeded our cash flow, in order to fund our distributions from operations by $18.0
million, and we used other sources of liquidity, including a portion of the proceeds from asset sales. The $18.0 million shortfall
was primarily a result of the $11.6 million year-over-year decrease in net cash provided by operating activities due to asset sales
and $9.7 million for the retenanting of anchor tenants forced to close as a result of bankruptcy proceedings.
Additionally, we paid cash dividends of $3.625 per share of our 7.25% Series D Cumulative Convertible Perpetual Preferred
Shares to preferred shareholders in 2018.
We have an equity distribution agreement pursuant to which we may sell up to 8.0 million common shares from time to time, in
our sole discretion in an at-the-market equity program. For the year ended December 31, 2018, we did not issue any common
shares through the arrangement. The sale of such shares issuable pursuant to the distribution agreement is registered with the
Securities and Exchange Commission (“SEC”) on our registration statement on Form S-3 (No. 333-211925).
Debt
At December 31, 2018, we had no outstanding borrowings on our revolving credit facility, $115.1 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 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, 2018, borrowings were priced at LIBOR plus 130 basis points. Additionally, the facility allows for increased
borrowing capacity up to $650.0 million through an accordion feature.
Our $115.1 million of fixed rate mortgages have interest rates ranging from 3.76% to 6.50% and are due at various maturity
dates from April 2020 through June 2026. The fixed rate mortgage notes are secured by mortgages on properties that have an
approximate net book value of $181.4 million as of December 31, 2018.
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.
Our junior subordinated notes have a variable rate of LIBOR plus 3.30%, for an effective rate of 5.82% at December 31,
2018. The maturity date is January 2038.
In addition, we had interest rate swap derivative instruments in effect for an aggregate notional amount of $210.0 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, 2018, we had $28.1 million of variable
rate debt outstanding.
32
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, 2018, our investments in unconsolidated joint ventures were approximately $1.6 million representing our
ownership interest in three 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.
Guarantee
A redevelopment agreement was entered into between the City of Jacksonville, the Jacksonville Economic Development
Commission and the Company, to construct and develop River City Marketplace in 2005. As part of the agreement, the city agreed
to finance up to $12.2 million of bonds. Repayment of the bonds is to be made in accordance with a level-payment amortization
schedule over 20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service
payments due over the life of the bonds, including principal and interest, are $10.3 million. As part of the redevelopment, the
Company executed a guaranty agreement whereby the Company would fund debt service payments if incremental revenues were
not sufficient to fund repayment. There have been no payments made by the Company under this guaranty agreement to date.
Contractual Obligations
The following are our contractual cash obligations as of December 31, 2018:
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
$
12,409
950,850
963,259
243,515
4,617
1,400
101,123
6,668
3,665
$ 1,324,247
$
$
2,611
—
2,611
40,436
2,086
100
1,631
6,668
517
54,049
$
$
6,508
287,666
294,174
102,106
2,531
300
3,757
—
974
403,842
$
$
1,708
253,559
255,267
46,829
—
200
2,164
—
463
304,923
$
$
1,582
409,625
411,207
54,144
—
800
93,571
—
1,711
561,433
(1) Excludes $2.9 million of unamortized mortgage debt premium and $3.1 million in deferred financing costs.
(2) Variable rate debt interest is calculated using rates at December 31, 2018.
At December 31, 2018, 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.
33
Employment Contracts
At December 31, 2018, we had employment contract obligations with our Chief Executive Officer, Chief Financial Officer, former
Chief Executive Officer and former Chief Operating Officer that contain minimum guaranteed compensation. All other employees
are subject to at-will employment.
Operating and Capital Leases
We 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 have an operating lease for our 29,802 square foot corporate office in Farmington Hills, Michigan, and an operating lease for
our 5,629 square foot corporate office in New York, New York. These leases are set to expire in August 2019 and January 2024,
respectively.
We also 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.
Construction Costs
In connection with the development and expansion of various shopping centers as of December 31, 2018, we have entered into
agreements for construction activities with an aggregate cost of approximately $6.7 million.
Planned Capital Spending
We are focused on enhancing the value of our existing portfolio of shopping centers through successful leasing efforts, including
the reconfiguration of anchor-space and small shop lease-up, and the completion of our redevelopment projects currently in process.
For 2019, we anticipate spending between $50.0 million and $60.0 million for capital expenditures, of which $6.7 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.
34
Capitalization
At December 31, 2018 our total market capitalization was $2.0 billion and is detailed below:
Notes payable, net
Capital lease obligation
Less: Cash and cash equivalents
Net debt
Common shares outstanding
Operating Partnership Units outstanding
Restricted share awards (treasury method)
Total common shares and equivalents
Market price per common share (at December 31, 2018)
Equity market capitalization
7.25% Series D Cumulative Convertible Perpetual Preferred Shares
Market price per convertible preferred share (at December 31, 2018)
Convertible perpetual preferred shares (at market)
Total market capitalization
Net debt to total market capitalization
(In thousands)
$
963,149
975
(41,064)
923,060
79,734
1,909
763
82,406
11.95
984,752
1,849
49.45
91,433
$
$
$
$
$
$ 1,999,245
46.2%
At December 31, 2018, 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 approximately 81.6 million of our common shares of beneficial
interest outstanding at December 31, 2018, with a market value of approximately $975.6 million.
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. The National Association of Real Estate Investment Trusts "NAREIT" is an industry body public REITs
participate in and provides guidance to its members. 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, 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,
2018
2016
2017
(In thousands, except per share data)
$
$
18,036
(417)
(6,701)
10,918
$
70,719
(1,659)
(6,701)
62,359
Net income
Net (income) attributable to noncontrolling partner interest
Preferred share dividends
Net income (loss) available to common shareholders
Adjustments:
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
Provision for impairment on income-producing properties
Other gain on unconsolidated joint ventures
FFO available to common shareholders
Noncontrolling interest in Operating Partnership (1)
Preferred share dividends (assuming conversion) (2)
FFO available to common shareholders and dilutive securities
$
Gain on sale of land
Provision for impairment for land available for development
Loss on extinguishment of debt
Accelerated amortization of debt premium
Severance expense (3)
Executive management reorganization, net (3)(4)(5)
Acquisition costs
Other gain
Operating FFO available to common shareholders and dilutive securities
$
Weighted average common shares
Shares issuable upon conversion of Operating Partnership Units (1)
Dilutive effect of restricted stock
Shares issuable upon conversion of preferred shares (2)
Weighted average equivalent shares outstanding, diluted
86,970
191
(3,699)
(307)
13,434
(5,208)
102,299
417
6,701
109,417
(295)
216
134
—
1,117
9,673
233
(398)
120,097
79,592
1,912
496
6,858
88,858
$
$
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
$
$
Diluted earnings per share (6)
Per share adjustments for FFO available to common shareholders and dilutive
securities
FFO available to common shareholders and dilutive securities per share, diluted
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
$
$
$
0.13
$
0.78
$
1.10
1.23
$
0.56
1.34
$
0.12
0.02
1.35
$
1.36
$
61,112
(1,448)
(6,701)
52,963
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
0.66
0.69
1.35
0.01
1.36
(1)
(2)
(3)
(4)
(5)
(6)
The total noncontrolling interest reflects OP units convertible 1:1 into common shares.
Series D convertible preferred shares paid annual dividends of $6.7 million and are currently convertible into approximately 6.9 million
shares of common stock. They are dilutive only when earnings or FFO exceed approximately $0.98 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.
Amounts noted are included in General and Administrative expense.
Includes severance, accelerated vesting of restricted stock and performance award charges and the benefit from the forfeiture of unvested
restricted stock and performance awards associated with our former executives, in addition to recruiting fees, relocation expenses and
cash inducement bonuses related to the Company's current executive team.
The $9.7 million reported for the twelve months ended December 31, 2018 includes $0.4 million for the three months ended March 31,
2018 not previously reported.
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
2018
48
—
2
50
2017
48
—
2
50
2018
46
2
2
50
2017
46
2
2
50
(1)
(2)
Includes the following properties for the twelve months ended December 31, 2018 and 2017: Providence Marketplace and Webster Place.
Includes the following properties for the three months and twelve months ended December 31, 2018 and 2017: Deerfield Towne Center
and Woodbury Lakes. The entire property indicated for each period is completely excluded from the same property NOI without
redevelopment.
38
The following is a reconciliation of our Operating Income to Same Property NOI:
Net (loss) income available to common shareholders
$
Preferred share dividends
Net (loss) 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)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2018
2017
2018
2017
(in thousands)
$
(5,769)
1,675
(97)
51
11,085
134
(19)
(3,813)
—
189
(32)
21,608
—
6,465
13,434
(53)
43
(1,147)
70
6
(602)
43,228
(2,939)
40,289
(3,828)
19,248
1,675
501
24
10,995
—
(50)
(16,843)
—
96
(141)
22,053
—
7,383
982
(23)
44
(1,130)
70
6
(872)
44,018
(5,407)
38,611
(2,944)
$
10,918
6,701
417
198
43,439
134
(589)
(3,994)
(5,208)
244
(254)
87,327
233
33,861
13,650
(161)
173
(9,880)
281
25
(2,892)
174,623
(25,586)
149,037
(14,185)
$
62,359
6,701
1,659
143
44,866
—
(273)
(52,764)
—
708
(455)
91,335
—
25,944
9,404
(83)
175
(4,397)
281
25
(2,669)
182,959
(38,065)
144,894
(11,659)
Same Property NOI without Redevelopment
$
36,461
$
35,667
$
134,852
$
133,235
(1)
The NOI from Redevelopment adjustments represent 100% of the NOI related to Deerfield Towne Center and Woodbury Lakes, and a portion of the NOI
related to specific GLA at Buttermilk Towne Center, Front Range Village, The Shoppes at Fox River, The Shops on Lane Avenue and Troy Marketplace for
all periods presented. A portion of the NOI related to specific GLA at River City Marketplace, Spring Meadows and Town & Country Crossing is adjusted
for only the twelve-month periods presented. Because of the redevelopment activity, the center or specific space is not considered comparable for the periods
presented and is adjusted out of Same Property NOI with Redevelopment in arriving at Same Property NOI without Redevelopment.
The following table summarizes 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
Buttermilk Towne Center
Front Range Village
River City Marketplace
Spring Meadows
The Shoppes at Fox River
The Shops on Lane Avenue
Town & Country Crossing
Troy Marketplace
Total adjustments
Stable
GLA
278
461
557
266
261
177
167
218
Three Months Ended December 31,
Twelve Months Ended December 31,
2018
2017
2018
2017
GLA
NOI
GLA
NOI
(in thousands)
GLA
NOI
GLA
NOI
13 $
41
—
—
71
6
—
23
154 $
(56)
(252)
—
—
(239)
(52)
—
(203)
(802)
13 $
41
—
—
71
6
—
23
154 $
(34)
—
—
—
(141)
(27)
—
—
(202)
13 $
41
6
49
71
6
20
23
(224)
(516)
(78)
(420)
(793)
(187)
(139)
(420)
13 $
41
6
49
71
6
20
23
229 $ (2,777)
229 $
(34)
—
(19)
(205)
(422)
(108)
(25)
—
(813)
39
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, 2018, a 100 basis point change in interest rates would
impact our future earnings and cash flows by approximately $0.3 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 $39.2 million at December 31, 2018.
We had interest rate swap agreements with an aggregate notional amount of $210.0 million as of December 31, 2018. The
agreements provided for fixed rates ranging from 1.46% to 2.15% and had expirations ranging from May 2020 to March 2023.
The following table sets forth information as of December 31, 2018 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:
2019
2020
2021
2022
2023
Thereafter
Total
Fair Value
(dollars in thousands)
Fixed-rate debt
$ 2,611
$102,269
$114,508
$ 77,397
$129,388
$ 508,961
$ 935,134
$ 928,234
Average interest rate
6.0%
3.9%
3.2%
5.2%
3.7%
4.3%
4.1%
4.4%
Variable-rate debt
$ — $
— $
— $
— $
— $ 28,125
$ 28,125
$ 28,125
Average interest rate
—%
—%
—%
—%
—%
5.8%
5.8%
5.8%
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, 2018 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.
40
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, 2018 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, 2018.
Statement of Our Management
Our management has issued a report on its assessment of the Company’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 Company’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.
41
Item 10. Directors, Executive Officers and Corporate Governance
PART III
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 compensation plans as of December 31, 2018:
(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))
—
—
—
$—
—
$—
934,127
5,366,319
6,300,446
Plan Category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
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.
42
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
3.7
3.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
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 to Appendix A to the Company's 2010 Proxy dated April 30, 2010.
Amended and Restated Bylaws of the Company, effective November 13, 2018, incorporated by
reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated November 13, 2018.
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 Current
Report on 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 Current
Report on 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 Current
Report on Form 8-K dated April 28, 2011.
Articles of Amendment, as filed with the State Department of Assessments and Taxation of
Maryland on September 21, 2012, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K dated September 21, 2012.
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 Current
Report on Form 8-K dated July 31, 2013.
Articles of Amendment, as filed with the State Department of Assessments and Taxation of
Maryland on November 9, 2018, incorporated by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K dated November 13, 2018.
Registration Rights Agreement, dated 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 May 10, 1996, 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 to Exhibit 10.62 to the Company’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 Current Report on
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 the Company’s Current Report on Form 8-K, dated June 12, 2012.**
Change in Control Policy, dated May 14, 2013, incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K dated May 16, 2013.
43
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Form of Non-Qualified Option Agreement Under 2012 Omnibus Long-Term Incentive Plan,
incorporated by reference to Exhibit 10.1 to the Company's Current Report on 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 the Company’s Current Report on Form 8-K dated June
6, 2012.**
Unsecured Term Loan Agreement, dated September 30, 2011 among Ramco-Gershenson Properties,
L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National
Association, The Huntington National Bank, PNC Bank, National Association and the other lending
institutions party thereto from time to time, 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 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.
2018 Executive Incentive Plan, dated February 27, 2018, incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K dated March 5, 2018.**
$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, among CLPF-Ramco GP, LLC, CLPF-Ramco, L.P., Ramco Lion LLC and Ramco-Gershenson
Properties, L.P., incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the period 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
Party 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 for the period 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 for the period 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 for the
period 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 for the period 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 for
the period 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 for
the period ended September 30, 2015.
44
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35*
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
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 Current Report on Form 8-K dated December
7, 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
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, incorporated by referenced to Exhibit 10.1
to the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
$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.
Employment Agreement, dated April 4, 2018 between the Company and Brian Harper, incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated April 12, 2018.**
Ramco-Gershenson Properties Trust Inducement Incentive Plan, incorporated by reference to Exhibit
10.2 to the Company's Current Report on Form 8-K dated April 12, 2018.**
Form of Performance Share Award Agreement Under Inducement Incentive Plan, incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated April 12, 2018.**
Form of Restricted Share Award Agreement Under Inducement Incentive Plan, incorporated by
reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated April 12, 2018.**
Employment Agreement, dated June 2, 2018 between the Company and Michael Fitzmaurice,
incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated June
15, 2018.**
Agreement Regarding Severance, dated April 27, 2018 between the Company and Catherine Clark,
incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2018.**
Agreement Regarding Severance, dated April 27, 2018 between the Company and Edward Eickhoff,
incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2018.**
Agreement Regarding Severance, dated April 27, 2018 between the Company and Dawn
Hendershot, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 2018.
Severance Agreement, Waiver and Release, dated August 3, 2018 between the Company and Edward
Eickhoff.**
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.
45
101.INS(1)
101.SCH(1)
101.CAL(1)
101.DEF(1)
101.LAB(1)
101.PRE(1)
XBRL Instance Document
XBRL Taxonomy Extension Schema
XBRL Extension Calculation
XBRL Extension Definition
XBRL Taxonomy Extension Label
XBRL Taxonomy Extension Presentation
* 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 1934 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 21, 2019
RPT Realty
By: /s/ BRIAN L. HARPER
Brian L. Harper
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 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
Dated:
February 21, 2019
By: /s/ STEPHEN R. BLANK
Stephen R. Blank,
Trustee
By: /s/ RICHARD L. FEDERICO
Richard L. Federico,
Trustee
By: /s/ DENNIS E. GERSHENSON
Dennis E. Gershenson,
Trustee
By: /s/ ARTHUR H. GOLDBERG
Arthur H. Goldberg,
Trustee
By: /s/ BRIAN L. HARPER
Brian L. Harper
Trustee, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ DAVID J. NETTINA
David J. Nettina,
Trustee
By: /s/ JOEL M. PASHCOW
Joel M. Pashcow,
Trustee
By: /s/ LAURIE M. SHAHON
Laurie M. Shahon,
Trustee
By: /s/ ANDREA M. WEISS
Andrea M. Weiss,
Trustee
By: /s/ MICHAEL P. FITZMAURICE
Michael P. Fitzmaurice,
Chief Financial Officer and Secretary
(Principal Financial Officer)
By: /s/ RAYMOND J. MERK
Raymond J. Merk
Chief Accounting Officer
(Principal Accounting Officer)
47
RPT REALTY
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, 2018 and 2017
Consolidated Statements of Operations and Comprehensive Income - Years Ended December 31, 2018, 2017, and 2016
Consolidated Statements of Shareholders’ Equity - Years Ended December 31, 2018, 2017, and 2016
Consolidated Statements of Cash Flows – Years Ended December 31, 2018, 2017, and 2016
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-38
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, 2018 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, 2018.
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
RPT Realty
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of RPT Realty (a Maryland corporation) and subsidiaries (the
“Company”) as of December 31, 2018, 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, 2018, 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, 2018, and our report
dated February 21, 2019, 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 21, 2019
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
RPT Realty
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of RPT Realty (a Maryland corporation) and subsidiaries (the
“Company”) as of December 31, 2018 and 2017, 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, 2018, and the related notes and
financial statement schedules included under Item 15 (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, 2018 and
2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, 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, 2018, 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 21, 2019 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 21, 2019
F-4
RPT REALTY
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
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
RPT Realty ("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, 2018 and 2017, respectively
Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,734 and
79,366 shares issued and outstanding as of December 31, 2018 and 2017, 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,
2018
2017
$
$
$
373,490
1,652,283
(358,195)
1,667,578
53,222
1,720,800
1,572
41,064
3,658
23,802
44,432
93,112
1,928,440
963,149
975
56,355
48,647
8,043
19,728
1,096,897
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
92,427
92,427
797
1,164,848
(450,130)
4,020
811,962
19,581
831,543
1,928,440
$
794
1,160,862
(392,619)
2,858
864,322
20,847
885,169
2,030,394
$
$
$
$
RPT REALTY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
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 on extinguishment of debt
NET INCOME BEFORE TAX
Income tax provision
NET INCOME
Net (income) attributable to noncontrolling interest
NET INCOME ATTRIBUTABLE TO RPT
Preferred share dividends
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
Year Ended December 31,
2017
2016
2018
$
194,810
585
61,136
3,837
254
260,622
42,306
26,177
4,808
87,327
233
33,861
13,650
208,362
$
198,362
704
61,258
4,303
455
265,082
42,683
27,653
4,664
91,335
—
25,944
9,404
201,683
192,793
600
62,841
4,167
529
260,930
41,739
29,581
3,575
91,793
316
22,041
977
190,022
52,260
63,399
70,908
(244)
3,994
589
(43,439)
5,208
(134)
18,234
(198)
18,036
(417)
17,619
(6,701)
10,918
0.13
0.13
79,592
80,088
$
$
$
(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
$
$
$
(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
18,036
$
70,719
$
61,112
1,190
19,226
(445)
18,781
$
2,082
72,801
(1,708)
71,093
$
2,442
63,554
(1,501)
62,053
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-6
RPT REALTY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share amounts)
Shareholders' Equity of RPT Realty
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, 2015
$ 92,427
$
792
$ 1,156,345
$
(368,769) $
(1,404) $
21,982
$
901,373
Issuance of common shares, net of costs
Redemption of OP unit holders
Share-based compensation, 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
92,427
793
1,158,430
(384,934)
Issuance of common shares, net of costs
Adoption of ASU 2017-12
Redemption of OP unit holders
Share-based compensation, 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
Balance, December 31, 2017
92,427
794
1,160,862
(392,619)
Issuance of common shares, net of costs
Adoption of ASU 2017-05
Redemption of OP unit holders
Share-based compensation, 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
—
—
—
—
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
(39)
—
—
4,025
—
—
—
—
—
—
—
2,109
(18)
—
(70,060)
(6,701)
—
(460)
—
17,619
—
—
—
—
—
—
—
2,389
—
985
—
(160)
—
—
—
—
—
—
2,033
—
2,858
—
—
—
—
—
—
—
—
1,162
—
—
(919)
—
—
—
(1,667)
—
53
1,448
20,897
—
(61)
(10)
—
—
—
(1,687)
—
49
1,659
20,847
—
51
(79)
—
—
—
(1,683)
—
28
417
(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
885,169
(39)
2,160
(97)
4,028
(70,060)
(6,701)
(1,683)
(460)
1,190
18,036
Balance, December 31, 2018
$ 92,427
$
797
$ 1,164,848
$
(450,130) $
4,020
$
19,581
$
831,543
The accompanying notes are an integral part of these consolidated financial statements.
F-7
RPT REALTY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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 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
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
Proceeds from sale of equity interest in unconsolidated joint venture
Net cash provided by (used in) 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
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 financing activities
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Year Ended December 31,
2017
2016
2018
$
18,036
$
70,719
$
61,112
87,327
1,503
198
(589)
546
13,650
134
(5,208)
(3,994)
(1,019)
4,673
2,003
2,390
(1,418)
(11,910)
106,322
(6,365)
(77,173)
116,492
6,308
3,000
42,262
—
(5,810)
90,000
(120,000)
(134)
—
(39)
(47)
(97)
(1,784)
(6,701)
(70,458)
(1,683)
(116,753)
31,831
12,891
44,722
$
91,335
1,418
143
(273)
738
9,404
—
—
(52,764)
(1,153)
2,710
1,695
(1,974)
(170)
(3,903)
117,925
(169,882)
(63,256)
216,463
—
—
(16,675)
75,000
(39,775)
258,000
(314,000)
—
(3,120)
(24)
(44)
(11)
(498)
(6,701)
(70,225)
(1,687)
(103,085)
(1,835)
14,726
12,891
$
91,793
1,443
299
(454)
496
977
1,256
(215)
(35,781)
(1,815)
2,861
664
1,859
674
(8,568)
116,601
(12,990)
(68,038)
90,975
1,303
—
11,250
75,000
(149,956)
185,000
(159,000)
(410)
(698)
(202)
(42)
(1,517)
(574)
(6,701)
(67,710)
(1,667)
(128,477)
(626)
15,352
14,726
RPT REALTY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2018
2017
2016
— $
3,000
$
(2,167) $
—
—
2,160
43,943
$
$
43,744
$
46,937
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Equity investment in unconsolidated joint venture
Deferred gain on real estate sold to unconsolidated joint venture
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest (net of capitalized interest of $782, $345 and $743, respectively)
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-9
RPT REALTY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2018, 2017 and 2016
1. Organization and Summary of Significant Accounting Policies
RPT Realty, together with our subsidiaries (the “Company”), is a real estate investment trust (“REIT”) engaged in the business
of owning and operating a national portfolio of dynamic open-air shopping destinations principally located in the top U.S. markets.
The Company's locally-curated consumer experience reflect the lifestyles of its diverse neighborhoods and match the modern
expectation of its retail partners. As of December 31, 2018, the Company's portfolio consisted of 51 shopping centers (including
one shopping center owned through a joint venture) representing 12.4 million square feet. We also have ownership interests of
7%, 20%, and 30%, respectively, in three joint ventures, one of which owns a single shopping center and two 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. 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, 2018, our wholly-owned properties located in Michigan and
Florida accounted for approximately 19%, and 23%, respectively, of our annualized base rent.
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,
RPT Realty, L.P. (97.7%, 97.7% and 97.6% owned by us at December 31, 2018, 2017 and 2016, 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 RPT Realty, Inc., and therefore it is included in the consolidated
financial statements. RPT Realty, Inc. has elected to be a taxable REIT subsidiary for federal income tax purposes. RPT Realty,
Inc. 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.
Revenue Recognition and Accounts Receivable
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
F-10
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
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, 2018 and 2017, our accounts receivable were $23.8 million and $26.1 million, respectively, net of allowances for
doubtful accounts of $0.9 million and $1.4 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, 2018 and 2017, net of allowances of $2.3 million and $2.7 million was $21.2 million and $19.4 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,
F-11
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.
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 2018, we recorded impairment provisions totaling $0.2 million and $13.4 million, related to developable land and shopping
centers classified as income producing, respectively. The adjustment related to land was triggered by higher costs related to this
parcel. 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 three 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.
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 2018, 2017 or 2016.
F-12
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 $3.1 million and $3.8 million
are included in Notes payable, net as of December 31, 2018 and 2017, respectively.
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 $2.0 million and $2.7 million
are included in Other assets, net as of December 31, 2018 and 2017, 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, 2018, we had $39.3 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 cash settled
awards, 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. We recognize
forfeitures related to stock awards and stock options as they occur. 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, 2018, 2017, and 2016, 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 our joint ventures do not meet the requirements of a VIE and, therefore, consolidation of
these ventures is not required.
F-13
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.
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 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 became effective for annual periods beginning
after December 15, 2017, therefore we adopted the standard on January 1, 2018. In doing so, the Company recorded an adjustment
under the modified retrospective method of approximately $2.2 million to shareholders' equity associated with a transaction that
occurred in the fourth quarter of 2017. The adjustment had no impact on earnings or cash flows.
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 became effective for annual periods, and interim
periods within those annual periods, beginning after December 15, 2017. The adoption of this standard did not 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 became 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. The
adoption of this standard resulted in the reclassification of approximately $4.0 million of cash outflows from real estate acquisitions
during the year ended December 31, 2017 and approximately $4.0 million of cash outflows from development and capital
improvements during the year ended December 31, 2016 that were held in escrow as restricted cash.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balances
sheets that reconciles to the total shown within the consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash and escrows
2018
As of December 31,
2017
2016
$
$
(In thousands)
41,064
3,658
44,722
$
$
8,081
4,810
12,891
$
$
3,582
11,144
14,726
Restricted cash generally consists of funds held in escrow by lenders to pay real estate taxes, insurance premiums and certain
capital expenditures. In limited instances, restricted cash may include deposits on potential future acquisitions and/or proceeds
related to dispositions of real estate.
F-14
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 became 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. The adoption of this standard did not
have a material impact on our consolidated financial statements.
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 superseded nearly all prior GAAP revenue recognition guidance as well as prior
GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company should 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 need to exercise more judgment and make more estimates than under prior GAAP guidance. ASU 2014-09
became effective for public entities for annual and interim reporting periods beginning after December 15, 2017 and early adoption
was permitted in periods ending after December 15, 2016. The guidance permitted 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 adopted 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 $4.1 million or less than 2.0% of total revenue. The timing of revenue recognition associated
with these items remains substantially unchanged and no adjustment occurred upon adoption.
Recent Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13,
"Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement", which amends ASC 820, Fair
Value Measurement. ASU 2018-13 modified the disclosure requirements for fair value measurements by removing, modifying or
adding certain disclosures. This standard is effective for public companies for fiscal years beginning after December 15, 2019,
including interim periods within that fiscal year. We are currently evaluating the guidance and have not determined the impact
this standard may have on our consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, "Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee
Share-Based Payment Accounting", which expands the scope of Topic 718, Compensation-Stock Compensation (which currently
only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services.
Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This standard
is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal
year. The adoption of ASU 2018-07 is not expected to have a material impact on our consolidated financial statements.
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. The adoption of ASU 2017-04 is not expected to have a material
impact 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. In November 2018, the FASB subsequently issued ASU 2018-19, which clarifies that receivables arising from operating
leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases
standard. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within that
fiscal year. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated
financial statements.
F-15
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. In
addition, the following ASUs were subsequently issued related to ASC Topic 842, all of which will be effective with ASU 2016-02:
•
•
•
•
In January 2018, the FASB issued ASU 2018-01, "Leases (Topic 842): Land Easement Practical Expedient for Transition
to Topic 842". The standard provides an optional transition practical expedient for the adoption of ASU 2016-02 that, if
elected, would not require an organization to reconsider its accounting for existing land easements that are not currently
accounted for under the old leases standard.
In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases", which affects narrow
aspects of the guidance issued in the amendments in ASU 2016-02.
In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements", which provide lessors with
a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease
component and, instead, to account for those components as a single component if the nonlease components otherwise
would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. The guidance also
provides an optional transition method which would allow entities to initially apply the new guidance in the period of
adoption, recognizing a cumulative-effect adjustment to the opening balance of retained earnings, if necessary.
In December 2018, the FASB issued ASU 2018-20, "Leases (Topic 842): Narrow-Scope Improvements for Lessors",
which addresses specific issues in the leasing guidance, including sales taxes and other similar taxes collected from
lessees, certain lessor costs paid directly by lessees, and recognition of variable payments for contracts with leases and
nonlease components.
ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted using a modified
retrospective approach. The Company has elected the practical expedients allowable under ASU 2018-01 and ASU 2018-11, and
has concluded 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 leases, the Company will record a lease
liability of $16.6 million and a right of use asset of $18.0 million upon adoption related to these items. Additionally, only incremental
direct leasing costs will be capitalized under this new guidance and expect to recognize a cumulative effect adjustment to
accumulated distributions in excess of net income of primarily relating to certain costs associated with unexecuted leases that were
deferred of $0.4 million as of December 31, 2018. The Company has adopted this new guidance effective on January 1, 2019.
F-16
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.
Following is the detail of the construction in progress and land available for development as of December 31, 2018 and 2017:
Construction in progress
Land available for development
Total
December 31,
2018
2017
$
$
(In thousands)
23,747
29,475
53,222
$
$
26,598
31,645
58,243
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 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. 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.
4. Property Acquisitions and Dispositions
Acquisitions
The following table provides a summary of our acquisitions during 2018 and 2017:
Property Name
Location
2018
Leasehold Interest (West Oaks)
Total acquisitions
Novi, MI
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
GLA Acreage
Date
Acquired
Purchase
Price
Assumed
Debt
(In thousands)
(In thousands)
Gross
N/A 01/05/18
$
—
6,365
6,365
$ —
—
N/A 02/17/17
N/A 02/17/17
$ 115,126
53,162
168,288
$ —
—
—
—
0.4
0.4
0.5
1.3
1.3
$
08/24/17
06/30/17
01/17/17
901
175
475
$ —
—
—
1,551
—
$ 169,839
$ —
60
60
632
135
767
N/A
N/A
N/A
—
767
F-17
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
Lease origination costs
Other assets
Other liabilities
Below market leases
Net assets acquired (1)
December 31,
2018
2017
(In thousands)
— $
6,427
237
633
—
(353)
(579)
6,365
$
52,132
107,156
409
12,885
3,899
—
(6,642)
169,839
$
$
(1) The 2017 net assets acquired include $4.0 million of deposits paid in 2016.
Total revenue and net income for the 2018 acquisition included in our consolidated statement of operations for the year ended
December 31, 2018 were $0.8 million and $0.5 million, respectively.
Unaudited Proforma Information
If the 2018 and 2017 acquisitions had occurred on January 1, 2017, our consolidated revenues and net income for the years ended
December 31, 2018 and 2017 would have been as follows:
Consolidated revenue
Consolidated net income available to common shareholders
Year Ended December 31,
2018
2017
(in thousands)
260,630
11,143
$
$
265,755
62,749
$
$
F-18
Dispositions
The following table provides a summary of our disposition activity during 2018 and 2017.
Property Name
Location
GLA
Acreage Date Sold
(In thousands)
Gross
Sales
Price
Gain (loss)
on Sale
(In thousands)
2018
Harvest Junction North
Harvest Junction South
Jackson West
Crossroads Centre
Rossford Pointe
Jackson Crossing
Longmont, CO
Longmont, CO
Jackson, MI
Rossford, OH
Rossford, OH
Jackson, MI
Total income producing dispositions
Harvest Junction North - Outparcel
Longmont, CO
Peachtree Hills - Outparcel
Duluth, GA
Theatre Parcel - Hartland Town Square
Hartland, MI
Total outparcel dispositions
Total dispositions
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
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
Total income producing dispositions
Holcomb Roswell - Outparcel
Alpharetta, GA
River City Marketplace - Outparcel
Jacksonville, FL
Hartland - Outparcel
River City Marketplace
Hartland, MI
Jacksonville, FL
Lakeland Park Center - Outparcel
Lakeland, FL
Total outparcel dispositions
Total dispositions
191
177
210
344
47
420
1,389
N/A
N/A
N/A
—
1,389
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
N/A
N/A
N/A
N/A
N/A
N/A
—
3.2
1.7
7.5
12.4
12.4
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
12/28/18
$
33,629
$
12/28/18
12/20/18
12/14/18
12/14/18
11/14/18
12/28/18
05/25/18
04/02/18
26,097
12,750
19,931
4,169
25,000
121,576
1,424
650
1,450
3,524
125,100
$
$
$
$
$
$
$
$
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
12/29/17
09/29/17
08/04/17
07/27/17
03/31/17
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
375
360
550
675
1,305
3,265
229,001
$
$
$
$
$
$
$
$
—
58
3,641
—
—
—
3,699
114
—
181
295
3,994
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
(1) In November 2017, we disposed of Millennium Park to an entity in which we held a 30% 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 at
the time of disposal, we deferred approximately $2.2 million of gain on the transaction which upon the adoption of ASU 2017-05 in 2018 was
recognized in accumulated distributions in excess of net income. See Note 6.
F-19
5. Impairment Provisions
We established provisions for impairment for the following consolidated assets:
Land available for development
Income producing properties marketed for sale
Total
Year Ended December 31,
2018
$
$
216
13,434
13,650
$
$
2017
(In thousands)
982
8,422
9,404
$
$
2016
977
—
977
During 2018, the Company's decision to market for potential sale certain wholly-owned income producing properties resulted in
an impairment provision of $13.4 million. The adjustment was triggered by changes in the associated market prices and expected
hold period assumptions related to these shopping centers. During 2018, we recorded an impairment provision totaling $0.2
million on a land parcel due to higher costs related to this parcel.
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, unforeseen increases in development costs, changes in associated sales price assumptions and a change in the expected
use of the land held for development resulted in impairment provisions of $1.0 million.
6. Equity Investments in Unconsolidated Joint Ventures
We have three joint venture agreements whereby we own 7%, 20% and 30%, respectively, of the equity in each joint venture. 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.
On April 27, 2018 we sold our 30% interest in a joint venture created in November 2017 for proceeds of $3.1 million to our
unrelated joint venture partner. The proceeds received from the transaction represent the return of our initial investment of $3.0
million and our share of earnings from the joint venture's operations since inception of $0.1 million. We did not record a gain or
loss on sale of our interest in the joint venture.
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
F-20
December 31,
2018
2017
(In thousands)
$
$
$
$
$
22,591
2,099
24,690
$
$
— $
525
24,165
24,690
$
93,801
4,099
97,900
42,330
220
55,350
97,900
1,572
$
3,493
Statements of Operations
Total revenue
Total expenses
Income before other income and expenses and discontinued operations
Gain on sale of real estate
Net income from continuing operations
Discontinued operations (1)
Gain on sale of real estate
Income (loss) from discontinued operations
Net income (loss) from discontinued operations
Net income (loss)
RPT's share of earnings from unconsolidated joint ventures
Year Ended December 31,
2018
3,868
(2,671)
1,197
1,024
2,221
2017
(In thousands)
4,620
$
(3,067)
1,553
—
1,553
—
—
—
2,221
589
$
$
—
—
—
1,553
273
2016
4,742
(3,030)
1,712
—
1,712
371
492
863
2,575
454
$
$
$
$
$
$
(1) Discontinued operations reflects results of operations for those properties that meet the criteria for discontinued operations under ASU
2014-08.
Acquisitions
The following table provides a summary of our unconsolidated joint venture property acquisitions during 2018 and 2017:
Property Name
Location
2018
None
2017
Millennium Park (1)
Livonia, MI
GLA
(In thousands)
Acreage
Date
Acquired
Purchase
Price
Debt
Assumed
(In thousands)
Gross
273
273
11/30/17
N/A
N/A
$
$
51,000
51,000
$
$
—
—
(1) In November 2017, we disposed of Millennium Park to an entity in which we held a 30% 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.
Dispositions
The following table provides a summary of our unconsolidated joint venture property disposition activity during 2018 and 2017.
Ownership
%
Date
Sold
Gross Sales
Price
Gain on Sale
(at 100%)
Gross
(In thousands)
$
$
$
22,000
22,000
6,600
$
$
$
1,024
1,024
307
Property Name
Location
GLA
(In thousands)
2018
Martin Square
Stuart, FL
330
330
30% 7/18/18
RPT's proportionate share of gross sales price and gain on sale of joint venture property
2017
None
F-21
The Company recorded an other gain on unconsolidated joint ventures for the year ended December 31, 2018 of $5.2 million
which represents the excess of the net cash distributed to it from the Martin Square disposition and its proportionate share of the
remaining equity in the unconsolidated joint venture.
Joint Venture Management and Other Fee Income
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:
Management fees
Leasing fees
Acquisition/disposition fees
Construction fees
Total
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
2018
2016
Year Ended December 31,
2017
(In thousands)
276
$
146
33
—
455
$
$
$
159
40
55
—
254
318
118
45
48
529
$
$
December 31,
2018
2017
$
(In thousands)
36,385
1,966
19,061
2,148
3,249
62,809
21,225
2,089
4,115
2,874
93,112
$
34,545
2,691
20,105
2,173
2,579
62,093
19,370
2,089
3,133
4,231
90,916
$
$
(1) Represents in-place public improvement agreement of approximately $14.5 million and real estate tax exemption agreement of
approximately $4.6 million associated with two properties acquired in 2014.
Straight-line rent receivables are recorded net of allowances of $2.3 million and $2.7 million at December 31, 2018 and 2017,
respectively.
F-22
Acquired lease intangible assets, net consisted of the following:
December 31,
2018
2017
Lease originations costs
Above market leases
Accumulated amortization
Net acquired lease intangibles
$
$
$
(In thousands)
79,890
6,982
86,872
(42,440)
44,432
$
94,200
9,587
103,787
(44,228)
59,559
Acquired lease intangible assets have a remaining weighted-average amortization period of 10.6 years as of December 31,
2018. These intangible assets are being amortized over the terms 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 $1.6 million, $2.0 million, and $2.5 million for the years ended December 31, 2018, 2017, and 2016, respectively.
Combined, amortizable other assets, net and acquired lease intangibles, net totaled $107.2 million. The following table
represents estimated aggregate amortization expense related to those assets as of December 31, 2018:
Year Ending December 31,
2019
2020
2021
2022
2023
Thereafter
Total
(In thousands)
16,434
$
13,558
11,494
9,107
7,542
49,106
107,241
$
F-23
8. Debt
The following table summarizes our mortgages, notes payable and capital lease obligation as of December 31, 2018 and 2017:
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
Senior Unsecured Notes
December 31,
2018
2017
(In thousands)
$
$
$
610,000
210,000
115,134
—
28,125
963,259
2,948
(3,058)
963,149
975
$
$
$
610,000
210,000
120,944
30,000
28,125
999,069
3,967
(3,821)
999,215
1,022
The following table summarizes the Company's senior unsecured notes:
December 31, 2018
December 31, 2017
Interest Rate/
Weighted
Average
Interest Rate
3.75% $
4.13%
4.12%
4.65%
4.16%
4.05%
4.27%
4.20%
4.09%
4.74%
4.30%
4.28%
4.57%
3.64%
4.72%
4.21% $
Principal
Balance
(in thousands)
37,000
25,000
41,500
50,000
50,000
25,000
31,500
50,000
50,000
50,000
50,000
25,000
30,000
75,000
20,000
610,000
(1,743)
608,257
$
Interest Rate/
Weighted
Average
Interest Rate
3.75%
4.13%
4.12%
4.65%
4.16%
4.05%
4.27%
4.20%
4.09%
4.74%
4.30%
4.28%
4.57%
3.64%
4.72%
4.21%
Senior Unsecured Notes
Senior unsecured notes - 3.75% due 2021
Senior unsecured notes - 4.13% due 2022
Senior unsecured notes - 4.12% due 2023
Senior unsecured notes - 4.65% due 2024
Senior unsecured notes - 4.16% due 2024
Senior unsecured notes - 4.05% due 2024
Senior unsecured notes - 4.27% due 2025
Senior unsecured notes - 4.20% due 2025
Senior unsecured notes - 4.09% due 2025
Senior unsecured notes - 4.74% due 2026
Senior unsecured notes - 4.30% due 2026
Senior unsecured notes - 4.28% due 2026
Senior unsecured notes - 4.57% due 2027
Senior unsecured notes - 3.64% due 2028
Senior unsecured notes - 4.72% due 2029
Unamortized deferred financing costs
Maturity
Date
6/27/2021
12/21/2022
6/27/2023
5/28/2024
11/4/2024
11/18/2024
6/27/2025
7/6/2025
9/30/2025
5/28/2026
11/4/2026
11/18/2026
12/21/2027
11/30/2028
12/21/2029
Total
Principal
Balance
(in thousands)
37,000
$
25,000
41,500
50,000
50,000
25,000
31,500
50,000
50,000
50,000
50,000
25,000
30,000
75,000
20,000
610,000
(1,546)
608,454
$
$
F-24
Unsecured Term Loan Facilities and Revolving Credit Facility
The following table summarizes the Company's unsecured term loan facilities and revolving credit facility:
December 31, 2018
December 31, 2017
Unsecured Credit Facilities
Maturity
Date
Unsecured term loan due 2020 - fixed rate (1)
Unsecured term loan due 2021 - fixed rate (2)
Unsecured term loan due 2023 - fixed rate (3)
5/16/2020
5/29/2021
3/1/2023
Unamortized deferred financing costs
Term loans, net
Principal
Balance
(in thousands)
75,000
$
75,000
60,000
210,000
(808)
209,192
$
$
Interest Rate/
Weighted
Average
Interest Rate
2.99% $
2.84%
3.42%
3.06% $
Principal
Balance
(in thousands)
75,000
75,000
60,000
210,000
(1,224)
208,776
$
Interest Rate/
Weighted
Average
Interest Rate
2.99%
2.84%
3.60%
3.11%
Revolving credit facility - variable rate
9/14/2021
$
—
3.81% $
30,000
2.71%
(1) Swapped to a weighted average fixed rate of 1.69%, plus a credit spread of 1.30%, based on a leverage grid at December 31, 2018.
(2) Swapped to a weighted average fixed rate of 1.49%, plus a credit spread of 1.35%, based on a leverage grid at December 31, 2018.
(3) Swapped to a weighted average fixed rate of 1.77%, plus a credit spread of 1.65%, based on a leverage grid at December 31, 2018.
As of December 31, 2018, we had no balance outstanding under our revolving credit facility, a decrease of $30.0 million from
December 31, 2017, as a result of repayments made with the net proceeds received from disposed properties during the year. 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, 2018 borrowings were priced at LIBOR plus 130 basis points. Additionally, the facility allows for increased
borrowing capacity up to $650.0 million through an accordion feature. After adjusting for outstanding letters of credit issued
under our revolving credit facility, not reflected in the accompanying consolidated balance sheets, totaling $0.2 million, we had
$349.8 million of availability under our revolving credit facility. The interest rate as of December 31, 2018 was 3.81%.
Mortgages
The following table summarizes the Company's fixed rate mortgages:
December 31, 2018
December 31, 2017
Mortgage Debt
Crossroads Centre Home Depot
West Oaks II and Spring Meadows Place
Bridgewater Falls Shopping Center
The Shops on Lane Avenue
Nagawaukee II
Unamortized premium
Unamortized deferred financing costs
Maturity
Date
12/1/2019
4/20/2020
2/6/2022
1/10/2023
6/1/2026
Total
Principal
Balance
(in thousands)
—
$
25,804
54,514
28,650
6,166
115,134
2,948
(73)
118,009
$
$
Interest Rate/
Weighted
Average
Interest Rate
—% $
6.50%
5.70%
3.76%
5.80%
5.40% $
Principal
Balance
(in thousands)
3,352
26,611
55,545
28,650
6,786
120,944
3,967
(149)
124,762
$
Interest Rate/
Weighted
Average
Interest Rate
7.38%
6.50%
5.70%
3.76%
5.80%
5.47%
The fixed rate mortgages are secured by properties that have an approximate net book value of $181.4 million as of December 31,
2018.
F-25
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.
Junior Subordinated Notes
Our junior subordinated notes have a variable rate of LIBOR plus 3.30%, for an effective rate of 5.82% at December 31, 2018. The
maturity date is January 2038.
Capital lease
At December 31, 2018 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, 2018, 2017, and 2016, 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, 2018, we were in compliance with
these covenants.
The following table presents scheduled principal payments on mortgages and notes payable and capital lease payments as of
December 31, 2018:
Principal
Payments
Capital
Lease
Payments
$
(In thousands)
2,611
102,269
114,508
77,397
129,388
537,086
963,259
2,948
(3,058)
—
963,149
$
100
100
100
100
100
900
1,400
—
—
(425)
975
Year Ending December 31,
2019
2020
2021
2022
2023
Thereafter
Subtotal debt
Unamortized mortgage premium
Unamortized deferred financing costs
Amounts representing interest
Total
$
$
F-26
9. Acquired Lease Intangible Liabilities, Net
Acquired lease intangible liabilities, net were $48.6 million and $60.2 million as of December 31, 2018 and 2017, 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 $11.4 million, $6.4 million, and $5.9 million for the years ended December 31, 2018,
2017 and 2016, respectively.
We completed one acquisition in 2018 and the purchase price allocation included $0.6 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.
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,
2018 and 2017.
Balance Sheet Location
Total Fair
Value
Level 1
Level 2
Level 3
2018
Derivative assets - interest rate swaps
Derivative liabilities - interest rate swaps
2017
Other assets
Other liabilities
Derivative assets - interest rate swaps
Derivative liabilities - interest rate swaps
Other assets
Other liabilities
$
$
$
$
4,115
$
— $
(In thousands)
— $
— $
4,115
$
— $
3,133
$
(208) $
— $
— $
3,133
$
(208) $
—
—
—
—
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.
F-27
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 $935.1 million and $940.9 million as of December 31, 2018 and
2017, respectively, have fair values of approximately $928.2 million and $940.8 million, respectively. Variable rate debt’s fair
value is estimated to be the carrying values of $28.1 million and $58.1 million as of December 31, 2018 and 2017, respectively.
We classify our debt as Level 2.
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, 2018 and 2017 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, 2018 and 2017.
Assets
2018
Income producing properties
Land available for sale
Total
2017
Income producing properties
Land available for sale
Total
Total Fair
Value
Level 1
Level 2
(In thousands)
Level 3
Total
Impairment
$
$
$
$
85,185
610
85,795
68,100
1,896
69,996
$
$
$
$
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
85,185
610
85,795
68,100
1,896
69,996
$
$
$
$
(13,434)
(216)
(13,650)
(8,422)
(982)
(9,404)
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 variable 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
F-28
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, 2018, all of our hedges were highly effective.
As of December 31, 2018, we had seven 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. 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 May 2020 to March 2023.
The following table summarizes the notional values and fair values of our derivative financial instruments as of December 31,
2018:
Underlying Debt
Derivative Assets
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Unsecured term loan facility
Hedge
Type
Notional
Value
(In thousands)
Fixed
Rate
Fair
Value
(In thousands)
Expiration
Date
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
Cash Flow
$
$
15,000
10,000
50,000
20,000
15,000
40,000
60,000
210,000
2.150% $
2.150%
1.460%
1.498%
1.490%
1.480%
1.770%
$
77
51
726
449
340
914
1,558
4,115
05/2020
05/2020
05/2020
05/2021
05/2021
05/2021
03/2023
The effect of fair value and cash flow hedge accounting on Accumulated Other Comprehensive Income for the years ended
December 31, 2018 and 2017 is summarized as follows:
Derivatives in Cash Flow
Hedging Relationship
Amount of Gain
Recognized in OCI on
Derivative
Year Ended December 31,
2018
2017
(In thousands)
Location of Gain
(Loss) Reclassified
from Accumulated
OCI into Income
Interest rate contracts - assets
Interest rate contracts -
liabilities
Total
$
$
360
$
1,373
Interest Expense
246
606
1,983
Interest Expense
$
3,356 Total
Amount of Loss Reclassified
from
Accumulated OCI into
Income
Year Ended December 31,
2018
2017
(In thousands)
$
$
623
$
(383)
(39)
584
$
(891)
(1,274)
F-29
12. Leases
Revenues
Approximate future minimum revenues from rentals under non-cancelable operating leases in effect at December 31, 2018,
assuming no new or renegotiated leases or option extensions on lease agreements and no early lease terminations were as follows:
Year Ending December 31,
2019
2020
2021
2022
2023
Thereafter
Total
Expenses
(In thousands)
165,132
152,065
132,928
110,472
89,124
286,226
935,947
$
$
We have operating leases for our two corporate offices that expire in August 2019 and January 2024. We recognized rent expense
of $0.7 million, $0.6 million, and $0.6 million for the years ended December 31, 2018, 2017, and 2016, 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, $1.2 million and $0.2 million
for the years ended December 31, 2018, 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,
2019
2020
2021
2022
2023
Thereafter
Total
(In thousands)
1,631
1,243
1,252
1,262
1,272
94,463
101,123
$
$
F-30
13. Earnings per Common Share
The following table sets forth the computation of basic earnings per share (“EPS”):
Year Ended December 31,
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
$
2018
2016
2017
(In thousands, except per share data)
61,112
$
(1,448)
(6,701)
(354)
52,609
70,719
(1,659)
(6,701)
(429)
61,930
18,036
(417)
(6,701)
(460)
10,458
$
$
$
$
Weighted average shares outstanding, Basic
79,592
79,344
79,236
Earnings per common share, Basic
$
0.13
$
0.78
$
0.66
The following table sets forth the computation of diluted EPS:
Year Ended December 31,
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
Restricted share awards using the treasury method
Weighted average shares outstanding, Diluted
$
2016
2018
2017
(In thousands, except per share data)
61,112
$
(1,448)
(6,701)
(354)
52,609
18,036
(417)
(6,701)
(460)
10,458
70,719
(1,659)
(6,701)
(429)
61,930
$
$
$
$
79,592
496
80,088
79,344
186
79,530
79,236
199
79,435
Earnings per common share, Diluted
$
0.13
$
0.78
$
0.66
We exclude certain securities from the computation of diluted earnings per share. The following table presents the outstanding
securities that were excluded from the computation of diluted earnings per share and the number of common shares each was
convertible into (in thousands):
Operating Partnership Units
Series D Preferred Shares
Performance Share Units
Year Ended December 31,
2018
2017
2016
Issued
Converted
Issued
Converted
Issued
Converted
1,909
1,849
—
3,758
1,909
6,858
—
8,767
1,916
1,849
98
3,863
1,916
6,740
—
8,656
1,917
1,849
—
3,766
1,917
6,630
—
8,547
F-31
14. Shareholders’ Equity
Underwritten public offerings
We did not complete any underwritten public offerings in 2018, 2017 nor 2016.
Controlled equity offerings
In June 2016, we commenced an equity distribution agreement that registered up to 8.0 million common shares pursuant to which
we may sell up to 8.0 million common shares from time to time, in our sole discretion in an at-the-market equity program. The
sale of such shares issuable pursuant to the distribution agreement is registered with the Securities and Exchange Commission
(“SEC”) on our registration statement on Form S-3 (No. 333-211925). We issued no shares under the arrangement in either 2018
or 2017.
Non-Controlling Interests
As of December 31, 2018, 2017 and 2016 we had 1,909,018, 1,916,403 and 1,917,329 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 2018, 2017 and 2016, 7,385, 926 and 84,132 units were converted for cash in the amount of $0.1 million, $0.0
million and $1.5 million, respectively.
Preferred Shares
As of December 31, 2018, 2017 and 2016 we had 1,848,539 shares of 7.25% Series D Cumulative Convertible Perpetual Preferred
Shares (“Preferred Shares”) outstanding that have a liquidation preference of $50 per share and a par value of $0.01 per share.
The Preferred Shares are convertible at any time by the holders to our common shares at a conversion rate of $13.48, $13.71 and
$13.94 per share as of December 31, 2018, 2017 and 2016, 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, 2018, 2017, and 2016, the Preferred Shares were convertible into approximately 6.9 million, 6.7 million and 6.6
million shares of common stock, respectively.
The following table provides a summary of dividends declared and paid per share:
Common shares
Preferred shares
Year Ended December 31,
2018
2017
2016
Declared
Paid
Declared
Paid
Declared
Paid
$
$
0.880
3.625
$
$
0.880
3.625
$
$
0.880
3.625
$
$
0.880
3.625
$
$
0.860
3.625
$
$
0.850
3.625
A summary of the income tax status of dividends per share paid is as follows:
Common shares
Ordinary dividend (1)
Capital gain distribution
Non-dividend distribution
7.25% Series D Cumulative Convertible Perpetual Preferred Shares
Ordinary dividend (1)
Capital gain distribution
Year Ended December 31,
2018
2017
2016
$
$
$
$
0.214
—
0.666
0.880
3.482
—
3.482
$
$
$
$
0.686
0.034
—
0.720
2.725
0.137
2.862
$
$
$
$
0.640
0.160
—
0.800
2.881
0.744
3.625
(1) Represents qualified REIT dividends that may be eligible for the 20% qualified business income deduction under Section 199A of the
Internal Revenue Code if 1986, as amended, that is available for non-corporate taxpayers and is included in "Ordinary Dividends".
F-32
The fourth quarter common shares distribution for 2018, which was paid on January 2, 2019, has been treated as paid on January 2,
2019 for income tax purposes. The fourth quarter 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 preferred shares distribution for 2018, which was paid on January 2, 2019, has been treated as paid on January 2,
2019 for income tax purposes. 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.
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, Inducement and Stock Option Plans
As of December 31, 2018 we had two share-based compensation plan in effect: 1) the 2012 Omnibus Long-Term Incentive Plan
(“2012 LTIP”) under which our compensation committee may grant, subject to any Company performance conditions as specified
by the compensation committee, restricted shares, restricted share units, options and other awards to trustees, officers and other
key employees; and 2) the Inducement Incentive Plan (“Inducement Plan”), which was approved by the Board of Trustees in April
2018 and under which our compensation committee may grant, subject to any Company performance conditions as specified by
the compensation committee, restricted shares, restricted share units, options and other awards to individuals who were not
previously employees or members of the Board as an inducement material to the individual’s entry into employment with the
Company. The 2012 LTIP allows us to issue up to 2.0 million common shares of beneficial interest, of which 0.9 million remained
available for issuance as of December 31, 2018. The Inducement Plan allows us to issue up to 6.0 million common shares of
beneficial interest, of which 5.4 million remained available for issuance as of December 31, 2018.
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 $6.7 million, $4.4 million, and $3.5 million for 2018, 2017, and 2016,
respectively.
Restricted Stock Share-Based Compensation
Under the 2012 LTIP and Inducement Plan, the Company has made grants of service-based restricted shares, performance-based
cash awards and performance-based equity awards.
The service-based restricted share awards to employees vest over three years or five years and the compensation expense is
recognized on a graded vesting basis. The service-based restricted share awards to trustees vest over one year. We recognized
expense related to service-based restricted share grants of $4.7 million for the year ended December 31, 2018, $2.7 million for
year ended December 31, 2017 and $2.9 million for the year ended December 31, 2016.
F-33
A summary of the activity of service-based restricted shares under the 2012 LTIP and Inducement Plan for the years ended
December 31, 2018, 2017 and 2016 is presented below:
2018
2017
2016
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Outstanding, beginning of the year
412,195
$
Granted
Vested
Forfeited or expired
492,871
(478,863)
(72,174)
Outstanding, end of the year
354,029
$
15.58
12.99
13.57
13.96
13.05
327,543
$
210,895
(119,134)
(7,109)
412,195
$
17.02
14.22
16.66
14.75
15.58
327,732
$
130,890
(124,187)
(6,892)
327,543
$
16.39
17.80
15.88
16.76
17.02
The performance-based awards are earned subject to a future performance measurement based on a three-year shareholder return
peer comparison (the “TSR Grants”). Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR
Grants that will be settled in cash, and any subsequent re-measurements, based upon a Monte Carlo simulation model. We will
recognize the compensation expense ratably over the requisite service period. We are required to re-value the cash awards at the
end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense
accordingly. If at the end of the three-year measurement period the performance criterion is not met, compensation expense related
to the cash awards previously recognized would be reversed. We recognized compensation expense of $0.9 million, $1.5 million
and $0.7 million related to these performance awards recorded during the years ended December 31, 2018, 2017 and 2016,
respectively.
The Company also determines the grant date fair value of the TSR Grants that will be settled in equity based upon a Monte Carlo
simulation model and recognizes the compensation expense ratably over the requisite service period. These equity awards are
not re-valued at the end of each quarter. The compensation cost will be recognized regardless of whether the performance criterion
are met, provided the requisite service has been provided. We recognized compensation expense of $1.1 million and $0.2 million
related to these performance awards recorded during the years ended December 31, 2018 and 2017, respectively.
As of December 31, 2018, we had $6.9 million of total unrecognized compensation expense related to unvested restricted shares
and performance based equity and cash awards. This expense is expected to be recognized over a weighted-average period of 2.3
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, 2018, 2017 and 2016.
F-34
The following table reflects the stock option activity for all plans described above:
2018
2017
2016
Shares
Under
Option
Weighted-
Average
Exercise
Price
Shares
Under
Option
Weighted-
Average
Exercise
Price
Shares
Under
Option
Weighted-
Average
Exercise
Price
Outstanding, beginning of the year
— $
Granted
Exercised
Forfeited or expired
Outstanding, end of the year
Exercisable, end of the year
Other Benefit Plan
—
—
—
— $
— $
—
—
—
—
—
—
57,140
$
34.69
107,165
$
32.13
—
—
(57,140)
— $
— $
—
—
34.69
—
—
—
—
(50,025)
57,140
57,140
$
$
—
—
29.21
34.69
34.69
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, 2018, 2017 and 2016 was approximately $0.2 million, $0.2 million and $0.2 million, respectively.
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, 2018, we had a federal and state deferred tax asset of $7.4 million and a valuation allowance of $7.4 million,
which represents a increase of $0.7 million from 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. If 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, 2018, 2017 and 2016, we recorded an income tax provision of approximately $0.2 million,
$0.1 million, and $0.3 million, respectively.
F-35
We had no unrecognized tax benefits as of or during the three year period ended December 31, 2018. We expect no significant
increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2018. No
material interest or penalties relating to income taxes were recognized in the statement of operations for the years ended
December 31, 2018, 2017, and 2016 or in the consolidated balance sheets as of December 31, 2018, 2017, and 2016. It is our
accounting policy to classify interest and penalties relating to unrecognized tax benefits as tax expense. As of December 31, 2018,
returns for the calendar years 2015 through 2018 remain subject to examination by the Internal Revenue Service (“IRS”) and
various state and local tax jurisdictions. As of December 31, 2018, certain returns for calendar year 2014 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, 2018, we had entered into
agreements for construction costs of approximately $6.7 million.
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.
Development Obligations
As of December 31, 2018, the Company has $2.2 million of development related obligations that require annual payments through
December 2034.
Guarantee
A redevelopment agreement was entered into between the City of Jacksonville, the Jacksonville Economic Development
Commission and the Company, to construct and develop River City Marketplace in 2005. As part of the agreement, the city agreed
to finance up to $12.2 million of bonds. Repayment of the bonds is to be made in accordance with a level-payment amortization
schedule over 20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service
payments due over the life of the bonds, including principal and interest, are $10.3 million. As part of the redevelopment, the
Company executed a guaranty agreement whereby the Company would fund debt service payments if incremental revenues were
not sufficient to fund repayment. There have been no payments made by the Company under this guaranty agreement to date.
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.
F-36
18. Reorganization
In connection with the reorganization of the executive management team, we recorded one-time employee termination benefits
of $7.6 million for the year ended December 31, 2018. In connection with the reduction-in-force resulting from the reorganization
of the Company's operating structure, we recorded one-time employee termination benefits of $0.8 million for the year ended
December 31, 2018. Such charges are reflected in the consolidated statements of operations in general and administrative expense.
19. Subsequent Events
In February 2019, the Company sold the East Town Plaza shopping center in located in Madison, Wisconsin for a gross sales price
of $13.5 million.
20. Selected Quarterly Financial Data (Unaudited)
The following table sets forth summarized quarterly financial data for the year ended December 31, 2018:
Quarters Ended 2018
March 31 (1)
June 30 (1)
September 30 (1) December 31 (1)
(In thousands, except per share amounts)
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)
$
$
$
$
$
$
62,718
17,755
7,460
5,611
0.07
0.07
$
$
$
$
$
$
69,967
14,829
4,403
2,627
0.03
0.03
$
$
$
$
$
$
64,217
16,240
10,364
8,449
0.10
0.10
$
$
$
$
$
$
63,720
3,436
(4,191)
(5,769)
(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, 2018.
The following table sets forth summarized quarterly financial data for the year ended December 31, 2017:
Quarters Ended 2017
March 31 (1)
June 30 (1)
September 30 (1) December 31 (1)
(In thousands, except per share amounts)
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)
$
$
$
$
$
$
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.
F-37
RPT REALTY
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2018
(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, 2018
Allowance for Doubtful Accounts
Straight Line Rent Reserve
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
$
$
$
$
$
$
1,374
2,667
1,861
3,245
2,790
3,531
57
(337)
298
(500)
477
353
(573)
(7)
(929)
(67)
(1,506)
(619)
— $
— $
144
$
(11) $
100
$
(20) $
858
2,323
1,374
2,667
1,861
3,245
F-38
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F
SUMMARY OF COMPENSATION FOR
THE BOARD OF TRUSTEES OF
RPT REALTY
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 10.5
$ 40,000
100,000
25,000
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 2018, 6,813 shares were granted to each Trustee that was
in service as of the July 1st date. Trustees appointed subsequent to July 1st received prorated awards of 5,131 and 3,565
shares, respectively.
The Trust also reimburses all Trustees for all expenses incurred in connection with attending any meetings or performing their
duties as Trustees.
Exhibit 10.35
SEVERANCE AGREEMENT, WAIVER, AND RELEASE
This Severance Agreement, Waiver, and Release (this “Agreement”) is entered into between Edward Eickhoff and Ramco
Properties Trust (the “Trust”) and shall be effective as provided in Paragraph 13. The parties agree as follows:
DEFINITIONS
A.
As used herein, unless otherwise specified, the term “Released Parties” (and each a “Released Party”) means
the Trust, Ramco-Gershenson, Inc., and all of their past and present joint ventures, subsidiaries, divisions, partnerships, affiliated
companies and successors, successors, assigns, and related companies and entities along with each of their past and present officers,
directors, employees, representatives, shareholders, members, managers, partners, trustees, principals, insurers, attorneys, agents,
and all other persons and entities acting in connection with any of them, both individually and in their business capacities.
B.
As used herein, unless otherwise specified, the term “Executive” means Edward Eickhoff and, with respect to
Paragraph 3, his heirs, successors, and assigns, any entity owned or controlled by him, any trust for which he is the trustee, and
any individual or entity who could assert a claim through him, on his behalf, or as a result of his employment.
AGREEMENT
1.
Final Day of Work. Executive’s employment with the Trust is ending, effective July 27, 2018 (the “Separation
Date”). As of the Separation Date, Executive will be deemed to have resigned from any elected and/or appointed positions with
any Released Parties, and he will cooperate with the Trust as necessary to effectuate such resignations. Whether or not Executive
signs this Agreement, the Trust will pay Executive his accrued compensation through the Separation Date, as well as all other
amounts required by law. Executive will not be owed any additional amount from any Released Party except as set forth herein.
2.
Severance. Provided that Executive signs and does not revoke this Agreement, and that he remains in compliance
with his obligations to the Trust, the Trust will provide him with severance benefits and payments as follows:
(a)
On the first payroll date after this Agreement has become effective and irrevocable, the Trust will make a one-
time, lump sum payment to Executive in the amount of $462,200, which equals the sum of his Annual Base Salary plus
a pro rata bonus payment, in each case as defined and/or calculated in the Agreement Regarding Severance dated April
27, 2018 between Executive and the Trust. This payment will be subject to all required withholding.
(b)
On the first payroll date after this Agreement has become effective and irrevocable, the Trust will make a one-
time, lump sum payment to Executive in the amount of $14,630 to account for his accrued but unused paid time off and/
or vacation time. This payment will be subject to all required withholding.
(c)
Executive will receive a lump sum net payment of Twenty-Four Thousand, One Hundred Dollar and Zero Cents
($24,100.00) to offset payments for continuation of healthcare coverage under COBRA. The payment will be made as
soon as practicable after Employee has signed this Agreement and the revocation period set forth in Paragraph 13 below
has expired without Employee having revoked the Agreement.
(d)
22,708 shares of Restricted Stock will vest using a closing date determined by the Employer but not more than
30 days after the Employee has signed this Agreement and the revocation period set forth in Paragraph 13 below has
expired without Employee having revoked this Agreement. The shares will net settle for income taxes due on the vesting
of such shares unless otherwise specified by the employee in the AST portal.
Employee will receive a lump sum cash payment in the amount of $18,523 for the balance of the cash award
(e)
for 2015-2017 performance period that was associated with the 2015 Long Term Incentive Plan. The payment will be
made as soon as practicable after Employee has signed this Agreement and the revocation period set forth in Paragraph
13 below has expired without Employee having revoked the Agreement. Any performance shares held by Employee
related to performance periods that end following the Separation Date are forfeited as of the Separation Date.
3.
General Release. Executive waives, releases, and discharges the Released Parties, jointly and severally, from
any claims existing through the date he signs this Agreement, whether known or unknown. This includes, but is not limited to,
any claims under the Age Discrimination in Employment Act (“ADEA”), Older Workers Benefit Protection Act, Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the Equal Pay Act, and the Family and Medical Leave Act; any
claims under any other any other employment law or for any employment-related benefit; any common law claims; any claims
under any federal, state or local statute or ordinance; any claim that any Released Party breached any contract or promise, express
or implied; any claim for promissory estoppel; and any other claims Executive may have against the Released Parties. Executive
and the Released Parties intend that these waivers, releases, and discharges will be a general release, will extinguish any and all
claims, will preclude any litigation or claims by Executive against any of the Released Parties concerning anything that occurred
on or before the effective date of this Agreement, and will be effective to the fullest extent permitted by law. Notwithstanding the
foregoing, Executive understands that nothing in this Agreement precludes him from filing any charge with or from participating
in any investigation, hearing, or proceeding of a governmental or administrative agency, provided that Executive will not be entitled
to any individuals remedies as a result of such proceedings except as set forth below. By signing this Agreement, Executive is
also not releasing: (a) any rights or claims that arise after he signs this Agreement; (b) any right to any vested benefits to which
Executive is entitled; (c) any right or claim for unemployment compensation or workers’ compensation benefits; (d) any rights
that cannot be waived by operation of law; or (e) any right to receive a monetary whistleblower or similar award that cannot be
released by law.
4.
No Action Contrary to Release. To the fullest extent permitted by law, Executive agrees not to file any lawsuit,
charge or complaint against any of the Released Parties regarding any released claim or to initiate any action challenging the
enforceability of this Agreement. To the fullest extent permitted by law, Executive further agrees not to cooperate with, or assist
in, any lawsuit or arbitration against any of the Released Parties, unless required to do so by a lawfully issued subpoena, by court
order or as expressly provided by regulation or statute. In the event Executive is served with a subpoena or is required by court
order or otherwise to testify in any type of proceeding involving Released Parties, Executive shall immediately advise the Trust
of same in writing.
5.
Representations and Acknowledgements by Executive. Executive represents that he: (a) has not filed any
lawsuit, arbitration or other claim against any Released Party; (b) knows of no violation of state, federal or municipal law or
regulation by any of the Released Parties; (c) has disclosed all known workplace injuries or occupational diseases in writing to
the Trust; and (d) has returned to the Trust (or will do so within seven (7) days of the Separation Date) all documents, computer
equipment and supplies, all keys and security cards, company charge cards and any other property supplied by the Trust, and all
files, forms, papers, books, records, programs or databases, or other written, printed, or electronic materials in Executive’s
possession or control, arising out of or related to his employment.
6.
Non-Admission of Liability. This Agreement is not and shall not be used or construed as an admission of
liability or wrongdoing by any of the Released Parties. Each of the Released Parties denies any obligation, illegalities, improprieties,
liabilities or wrongdoing whatsoever.
7.
Non-Disclosure. Executive will not communicate to any person, firm or corporation the existence of or any
terms of this Agreement or the circumstances relating to it except as may be necessary to effectuate the terms of this Agreement,
as required by law, or as necessary to receive counsel from Executive’s attorney and/or financial adviser. Executive agrees not to
issue a press release, hold a press conference or otherwise communicate with the media concerning the fact of or terms of this
Agreement or the matters which are resolved in this Agreement. Executive further agrees, and acknowledges Executive’s obligation,
to keep confidential and not disclose any non-public, proprietary or confidential information regarding the Trust’s business,
including but not limited to information regarding the Trust’s business relationships, business operations and business plans.
8.
Non-Disparagement. Executive agrees not to make or cause to be made any remarks, observations or other
communications (whether in written, electronic, or oral form) now or at any time in the future that defame, slander or are likely
in any way to harm the reputation of any of the Released Parties, cast any of the Released Parties in a negative light or which
could reasonably be anticipated to interfere with any of the Released Parties’ business relationships, including, but not limited to,
with the Trust’s customers or tenants or potential customers or tenants of the Trust. This provision does not restrict Executive’s
ability to respond truthfully to any inquiry that Executive may receive from applicable regulatory authorities or to disclose
information pursuant to a lawfully issued subpoena or legal process.
9.
Applicable Law; Attorneys’ Fees. This Agreement is to be interpreted, construed, and applied in accordance
with the law of the State of Michigan. Any legal action concerning this Agreement must be filed exclusively in the state or federal
courts having jurisdiction over Farmington Hills, Michigan, and Executive consents to the personal jurisdiction of, and venue in,
such courts. In any action in which a Released Party prevails (in whole or in part) in enforcing this Agreement, in addition to
available legal and equitable damages, it will be entitled to recover from Executive its reasonable attorneys’ fees and costs associated
with such action.
Severability; Successors and Assigns. If any provision is held to be unenforceable, then such provision will
be construed or revised in a manner so as to permit its enforceability to the fullest extent permitted by applicable law. If such
10.
provision cannot be reformed in that manner, such provision will be deemed to be severed from this Agreement, but every other
provision of this Agreement will remain in full force and effect. This Agreement is binding and shall take effect for the benefit
of the Released Parties and their successors in interest, and the Trust may freely assign this Agreement. Executive may not assign
this Agreement or any part hereof except with the prior written consent of the Trust.
11.
Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject
matter hereof and supersedes any prior writing or representation by any of the Released Parties regarding the subject matter hereof.
This Agreement does not supersede or reduce any of Executive’s obligations under any agreements regarding the Trust’s trade
secrets, proprietary or other confidential information belonging to the Trust (collectively, “Confidentiality Agreements”). Such
Confidentiality Agreements are not terminated by this Agreement, and continue after the Separation Date. The provisions of this
Agreement can only be modified by a writing signed by Executive and an authorized representative of the Trust that specifically
refers to and expressly indicates that it is intended to change this Agreement.
12.
Construction; Counterparts. The headings used herein are for ease of reference only. This Agreement may
be signed in counterparts, and when this Agreement has been signed by all parties, each counterpart shall constitute an original.
A signature transmitted by facsimile or other electronic means shall be deemed to be an original.
13.
Knowing and Voluntary Acceptance. Executive has 21 calendar days to review and sign this Agreement and
is advised to consult with an attorney of his choice before signing this Agreement, which includes a release of potential claims
under the ADEA. Executive understands that he may use as much of this 21-day period as he wishes prior to signing. Executive
may expressly and voluntarily waive any part or all of the 21-day review period by signing and returning this Agreement prior to
the expiration of the review period. Executive has the right to revoke his release of ADEA claims by informing the Trust of such
revocation within 7 calendar days following his execution of this Agreement (the “Revocation Period”). The revocation must be
in writing and delivered to the Trust in care of its signatory to this Agreement. This Agreement will not become effective unless
the Revocation Period has expired without any revocation having been communicated.
14.
Code Section 409A. All payments under this Agreement are intended to be either exempt from or in compliance
with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section
409A”). In the case of any amount payable under this Agreement in installments, each installment shall be treated as a separate
payment for purposes of Section 409A.
The parties hereto confirm their agreement by the signatures shown below.
Edward Eickhoff
/s/ EDWARD EICKHOFF
Date: August 3, 2018
RAMCO-GERSHENSON PROPERTIES TRUST
/s/ DEANNA CAIN
Deanna Cain
Head of Human Resources
Date: August 3, 2018
Subsidiaries
Exhibit 21.1
Name
RPT Realty, Inc.
RPT Realty, L.P.
Ramco Lion LLC
Ramco/Lion Venture L.P.
Jurisdiction
Michigan
Delaware
Delaware
Delaware
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 21, 2019, with respect to the consolidated financial statements, schedules, and internal
control over financial reporting included in the Annual Report of RPT Realty on Form 10-K for the year ended December 31,
2018. We hereby consent to the incorporation by reference of said reports in the Registration Statements of RPT Realty on Form
S-3 (File No. 333-211925) and on Forms S-8 (File No. 333-121008, File No. 333-160168, File No. 333-182514 and File No.
333-22557).
Exhibit 23.1
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 21, 2019
Exhibit 31.1
I, Brian L. Harper, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of RPT Realty;
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 21, 2019
/s/ BRIAN L. HARPER
Brian L. Harper
President and Chief Executive Officer
Exhibit 31.2
I, Michael P. Fitzmaurice, certify that:
CERTIFICATIONS
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of RPT Realty;
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 21, 2019
/s/ MICHAEL P. FITZMAURICE
Michael P. Fitzmaurice
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 RPT Realty (the “Company”) on Form 10-K for the period ended December 31, 2018,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian L. Harper, 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/ BRIAN L. HARPER
Brian L. Harper
President and Chief Executive Officer
February 21, 2019
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 RPT Realty (the “Company”) on Form 10-K for the period ended December 31, 2018,
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael P. Fitzmaurice, 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/ MICHAEL P. FITZMAURICE
Michael P. Fitzmaurice
Chief Financial Officer
February 21, 2019
D E A R F E L L O W
S H A R E H O L D E R S,
It is no secret that retail is evolving at a faster pace than we’ve
ever seen before. These changes are quickly separating the
winners from the losers. Those retailers providing the most
utility to customers, be it value, convenience, experience
or some combination thereof, will win, while those that do
not will lose. As a partner to our retail tenants, RPT needs
to adapt as well. We are accomplishing this by aligning
ourselves with brands that are better equipped to adapt to
the evolving retail landscape and investing in our properties
to curate a truly unique experience for our shoppers. We
are also rethinking the highest and best use for our assets,
which may not be entirely retail in all cases and may include
densification and mixed-use components at certain of our
centers such as Webster Place and Rivertowne Square. Our
strategy also entails improving the quality of our future cash
flows by proactively reducing our exposure to tenants that
don’t have a strong value proposition or have diminishing
brand appeal.
As the first new Chief Executive Officer of RPT in 22 years,
I am both humbled and honored that the Board chose
me to lead this company’s next generation of success. I
believe my selection, along with the myriad of leadership
and Board changes that have been implemented since I
started, reflects our organization’s understanding of today’s
dynamic environment where consumers have more choices
as to why, what, where and how to shop than ever before.
Given the unprecedented pace of change unfolding, it is
imperative that RPT evolves at an equal pace and with
renewed urgency.
On this front, I am very pleased with how much we have
already accomplished in a short time frame. Since the new
management team started in June 2018, we have set in
motion a series of changes designed to drive efficiency, fuel
innovation, unlock the significant embedded value within our
real estate and create a lasting culture of excellence within
the organization. Along the way, we have transformed our
people, our platform, our portfolio and our balance sheet
to drive consistent, high-quality cash flow growth while
reducing future risk.
with some long-time colleagues, but through it all, our team
stayed focused and continued to execute on their core
responsibilities and numerous initiatives, thus positioning
the company for sustainable growth. Importantly, we are
investing in our people by retooling and decentralizing our
leasing and development teams, while internalizing our
marketing and certain legal functions. We also implemented
a series of changes with the goal of creating a more cohesive
workforce and stronger culture, thereby allowing us to
retain our most valuable team members. These initiatives
include clear and consistent communication, breaking
down barriers across the organization both figuratively and
literally, employee recognition awards and a host of work-life
balance enhancement programs. With our experienced and
energized team set and our culture built around urgency,
innovation, entrepreneurial spirit, integrity, stewardship,
discipline, collaboration, passion and humility, we believe
we are well-prepared to produce consistently positive results
while we navigate through unprecedented waters.
While our people will drive our success, our consistency will
be defined by our platform. In only nine months, we have put
in place several enhanced governance processes including
executive lease and investment committees, weekly legal
leasing and tracking calls, bi-weekly property portfolio and
leasing portfolio reviews and employee-wide objectives and
key results. We are also improving our technology platform
by implementing best-in-class reporting tools to provide
improved visibility into our business and modernizing our
asset level infrastructure to provide real-time data and a
better experience for tenants, consumers and ourselves.
Turning to our portfolio. One of the primary reasons that
drove my decision to join RPT was the opportunity to unlock
shareholder value within a misunderstood and undervalued
portfolio. As I examined the company’s portfolio, I discovered
hidden gems. For instance, our Oakland County portfolio,
which is part of the broader Detroit market, is located in
the 14th wealthiest county in the country and weathered
the Great Recession with minimal impact. Our small shop
occupancy level did not reflect the quality of the real estate
providing material upside potential. And finally, I saw many
redevelopment opportunities that will maximize the value of
the properties. All of this has me beyond excited about the
possibilities ahead.
Central to our future success are the great people who
work at RPT. During the leadership transition, we parted
While I saw plenty of upside in the portfolio, I also saw risk.
This drove our decision to quickly sell almost $200 million of
non-core assets located in secondary and tertiary markets.
C O M P A N Y I N F O R M A T I O N
B O A R D O F T R U S T E E S
P R I N C I P L E E X E C U T I V E O F F I C E R S
STEPHEN R. BLANK
Former Senior Fellow - Finance, Urban Land Institute
Audit Committee Financial Expert and Member
Nominating & Governance Committee Member
Compensation Committee Member
RICHARD L. FEDERICO
Non-Executive Chair, P.F. Chang’s China Bistro Inc.
Audit Committee Member
DENNIS E. GERSHENSON
Former Chairman & CEO, RPT Realty
ARTHUR H. GOLDBERG
Chairman, South Palm Beach Jewish Federation
Compensation Committee Chair
Audit Committee Financial Expert and Member
Executive Committee Member
BRIAN L. HARPER
President & CEO, RPT Realty
Executive Committee Chair
DAVID J. NETTINA
Managing Principal, Briarwood Capital Group, LLC
Audit Committee Financial Expert & Chair
Nominating & Governance Committee Member
Executive Committee Member
JOEL M. PASHCOW
Managing Member, Nassau Capital, LLC
Compensation Committee Member
Nominating & Governance Committee Member
LAURIE M. SHAHON
President, Wilton Capital Group
Nominating & Governance Committee Chair
Audit Committee Financial Expert and Member
Compensation Committee Member
Executive Committee Member
ANDREA M. WEISS
Founder, President, & CEO, Retail Consulting, Inc.
Co-Founder & Managing Member, The O Alliance, LLC
Compensation Committee Member
B R I A N
H A R P E R
President & Chief
Executive Officer
M I C H A E L
F I T Z M A U R I C E
Executive Vice
President & Chief
Financial Officer
C A T H E R I N E
C L A R K
Executive Vice
President Transactions
T I M O T H Y
C O L L I E R
Executive Vice
President Leasing
R A Y M O N D
M E R K
Senior Vice President &
Chief Accounting Officer
J O N A T H A N
K R A U S C H E
Senior Vice
President Development
M I C H A E L
M c B R I D E
Senior Vice President
Asset Management
H E A T H E R
O H L B E R G
Senior Vice President
Legal Counsel
& Secretary
D E A N N A
C A I N
Head of Human
Resources
C O N T A C T I N F O R M A T I O N
NEW YORK (CORPORATE OFFICE)
INVESTOR RELATIONS
19 W 44th St. 10th Floor, Suite 1002
New York, New York 10036
212.221.1261
Vincent Chao, CFA
Vice President of Finance
212.221.1752
vchao@rptrealty.com
H E A T H E R O H L B E R G
S E N I O R V I C E P R E S I D E N T L E G A L C O U N S E L
A N D S E C R E T A R Y
I am fortunate to be part of an organization that is an
industry leader in employee growth and recognition.
RPT’s leadership team recognizes that a vital component
to success is having a diverse and inclusive employee
base whose collaborative voices are both heard and
sought after. It is inspiring to work with a team who sets
far-reaching goals and is determined to achieve them.
V I N C E N T C H A O
V I C E P R E S I D E N T F I N A N C E
Having covered RPT as a sell-side equity research analyst
for eight years prior to joining the company, I had a good
understanding of the underappreciated nature of the assets
and the quality of the organization. After hearing Brian’s vision
and getting a sense for the caliber of the new leadership team,
it was an easy decision to join. I am excited by the opportunity
to help reshape the future of RPT and to learn from such a
dedicated and experienced group of people.
D E A N N A C A I N
H E A D O F H U M A N R E S O U R C E S
“From my very first conversation with Brian, I knew I would
have a true partner in revitalizing and shaping the culture at
RPT. Since he started, our team has made massive strides
in attracting and retaining best in class talent and building a
culture of empowerment, collaboration and excellence. We
have never been more committed to creating a workplace that
our employees can be proud of, and I believe our actions and
initiatives over the past nine months reflect this.
S E T T I N G N E W S T A N D A R D S
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C H A N G I N G T H E N A R R A T I V E
M I C H A E L F I T Z M A U R I C E
E X E C U T I V E V I C E P R E S I D E N T A N D
C H I E F F I N A N C I A L O F F I C E R
After discussing the CFO role with Brian, I called my wife and
simply said our lives are about to change. My conversation
with Brian was more like reconnecting with an old friend, and
our vision to unlock RPT’s embedded shareholder value was
completely aligned. Joining RPT is a generational opportunity
and it’s my goal to leverage my 20 years of cycle-tested public
REIT experience and help lead RPT’s next chapter of success.
C A T H E R I N E C L A R K
E X E C U T I V E V I C E P R E S I D E N T T R A N S A C T I O N S
I have been an executive with RPT for over 22 years and
can say I have never been more excited for the future of the
company than I am now. Change was needed in order to help
us reach our true potential, and this new team is full of energy
and vitality and focused on being transparent and acting with
integrity. I am enthusiastic over our new strategic direction and
look forward to what the future holds.
T I M O T H Y C O L L I E R
E X E C U T I V E V I C E P R E S I D E N T L E A S I N G
“I elected to leave my position as head of leasing at a highly
respected REIT because I was drawn to the energy, excitement
and growth plans for RPT under the direction of Brian. This
executive team believes in holding each other accountable,
operating with complete integrity and being transparent in
everything we do. I am convinced we will bring meaningful
change to the company that will be reflected in our results and
the growth of our people.