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, 20162017
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to                
Commission file number 1-10093

 RAMCO-GERSHENSON PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland13-6908486
(State or Other Jurisdiction of(I.R.S. Employer Identification No.)
Incorporation or Organization) 
  
31500 Northwestern Highway, Suite 30048334
Farmington Hills, Michigan(Zip Code)
(Address of Principal Executive Offices) 
Registrant’s Telephone Number, Including Area Code: 248-350-9900

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

The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2016)2017) was $1,525,818,861.$1,010,192,369. As of February 16, 201715, 2018 there were outstanding 79,280,02979,375,669 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual meeting of shareholders to be held May 16, 2017in 2018 are in incorporated by reference into Part III.

TABLE OF CONTENTS
 

 
ItemPART IPagePART IPage
1.
1A.
1B.
2.
3.
4.
  
PART II PART II 
5.  
6.
7.
7A.
8.
9.
9A.
9B.
    
PART III PART III 
10.
11.
12.
13.
14.
    
PART IV PART IV 
15.

Forward-Looking Statements

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

Item 1. Business

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

General

Ramco-Gershenson Properties Trust is a fully integrated, self-administered,premier, national publicly-traded equityshopping center real estate investment trust (“REIT”) organized(REIT) based in Maryland.  OurFarmington Hills, Michigan. The Company’s primary business is the ownership and management of large multi-anchored shoppingregional town centers primarilyand urban-infill properties in twelve ofkey growth sub-markets in the 40 largest metropolitan markets in the United States. We aim to own multiple properties in each of these metropolitan areas to leverage our management platform and to operate our centers efficiently in these markets.  Our target submarkets are affluent communities where our centers can offer value, variety, convenience, entertainment, and a sense of place toan experience for the residents of the trade area.consumer.

As of December 31, 2016,2017, our property portfolio consisted of 6556 wholly-owned shopping centers comprisingcomprised of approximately 14.513.5 million square feet.  We also have ownership interests of 7%, 20%, 30%, and 30%, in threefour joint ventures. Our joint ventures are reported using the equity method of accounting.  We earn fees from certain of these joint ventures for managing, leasing and redeveloping the shopping centers they own.  In addition, we own various parcels of land available for development or for sale, the majority of which are adjacent to certain of our existing developed properties.

We conduct substantially all of our business through our operating partnership, Ramco-Gershenson Properties, L.P. (the “Operating Partnership” or “OP”), a Delaware limited partnership.  The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all owned properties.  As the sole general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership.  As of December 31, 2016,2017, we owned approximately 97.6%97.7% of the interests in the Operating Partnership.  The interests of the limited partners are reflected as noncontrolling interests in our financial statements and the limited partners are generally individuals or entities that contributed interests in certain assets or entities to the Operating Partnership in exchange for units of limited partnership interest (“OP Units”).  The holders of OP units are entitled to exchange them for our common shares on a 1:1 basis or for cash.  The form of payment is at our election.

We operate in a manner intended to qualify as a REIT pursuant to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”).  Certain of our operations, including property and asset management, as well as ownership of certain land parcels, are conducted through taxable REIT subsidiaries (“TRSs”), which are subject to federal and state income taxes.


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Business Objectives, Strategies and Significant Transactions

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

We invest primarily in large, multi-anchored shoppingregional town centers and urban-infill properties that include national chain store tenants, market leading supermarket tenants, as well as a strong line-up of smaller national retailers to optimize the overall merchandise mix. Our centers also include entertainment components, including theaters, fitness centers and market dominant supermarket tenants.restaurants, which, in addition to supermarkets, are daily drivers of consumer traffic at our properties.  National chain anchor tenants in our centers include, among others, TJ Maxx/Marshalls, Bed Bath and Beyond, Dick's Sporting Goods, and Home Depot.  Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Kroger, Aldi, and Sprouts.  Theater, fitness and restaurant tenants include, among others, Regal Cinema, LA Fitness, Starbucks, Panera, and Rusty Bucket. Our shopping centers are primarily located in metropolitan markets such as Metro Detroit, Southeast Florida, Greater Denver, Cincinnati, St. Louis, Jacksonville, Tampa/Lakeland, Milwaukee, Chicago, Atlanta, and Atlanta.Minneapolis - St. Paul.

We also own land which is available for development or sale.  At December 31, 2016,2017, the three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. We closed on the sale of 3.18 acres at Lakeland Park Center in the fourth quarter of 2016 for the development of a health club. At Hartland Towne Square, we are under contract to sell 7.5 acres for the development of a theater with certain due diligence contingencies unresolved at year-end. The remaining future phases at these projects are in pre-development. We estimate that if we proceed with the development of the projects, up to approximately 510,000 square feet of gross leasable area ("GLA") could be developed, excluding various out parcels of land. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

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

Operating Strategies and Significant Transactions

Our operating objective is to maximize the risk-adjusted return on invested capital at our shopping centers.  We seek to do so by increasing the property operating income of our centers, controlling our capital expenditures, monitoring our tenants’ credit risk and taking actions to mitigate our exposure to that tenant credit risk.

During 2016,2017, our consolidated properties reported the following leasing activity:
Leasing Transactions
Square Footage
 Base Rent/SF (1)

Prior Rent/SF
Tenant Improvements/SF
Leasing Commissions/SF
Leasing Transactions
Square Footage
 Base Rent/SF (1)

Prior Rent/SF(2)

Tenant Improvements/SF(3)

Leasing Commissions/SF
Renewals224
1,506,439
$15.15
$14.26
$0.16
$0.02
162
949,579
$16.12
$15.00
$0.66
$0.15
New Leases - Comparable28
145,571
17.65
12.47
49.05
4.06
24
123,618
19.38
16.42
23.84
4.15
New Leases - Non-Comparable (2)(4)
74
372,516
17.07
N/A
48.92
3.98
51
287,877
12.40
N/A
35.73
5.01
Total326
2,024,526
$15.67
N/A
$12.65
$1.04
237
1,361,074
$15.63
N/A
$10.18
$1.54
    
(1) Base rent/sf (square foot) represents contractual minimum rent under the new lease for the first 12 months of the term.
(2) Prior rent represents minimum rent, if any, paid by the prior tenant in the final 12 months of the term.
(3) Includes tenant improvement cost, tenant allowances, and landlord costs. Excludes first generation space and new leases related to development and redevelopment activity.
(4) Non-comparable lease transactions include leases for space vacant for greater than 12 months, leases for space which has been combined from smaller spaces or demised from larger spaces and leases structured differently from the prior lease. As a result, there is no comparable prior rent per square foot to compare to the base rent per square foot of the new lease.

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Investing Strategies and Significant Transactions

Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions, developments, and developments.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 October 2016,February 2017, we acquired Centennial Shops,Providence Marketplace, a high-quality, multi-anchor 85,000632,000 square foot upscale shopping center in the affluent Minneapolis suburb of Edina, Minnesota,Mt. Juliet, Tennessee and Webster Place, a 135,000 square foot shopping center in Chicago, Illinois for $32.0 million.$115.1 million and $53.2 million, respectively. In addition, we sold sixeleven shopping centers and several land outparcels for gross proceeds of $113.7$229.0 million. Refer to Note 4 for additional information related to acquisitions and dispositions.

At December 31, 2016,2017, we had tenseven redevelopment, expansion or re-anchoring projects in process with an anticipated cost of $69.6$73.7 million, of which $40.8$33.9 million remained to be invested. Completion dates are anticipated during 2017 and earlythroughout 2018.

Financing Strategies and Significant Transactions

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

Specifically, we completed the following financing transactions:

Debt

During 2016,2017, we amended and restated our $350.0 million unsecured revolving credit facility that extended the maturity date from October 2018 to September 2021, we amended and repriced our $75.0 million term loan due in 2021 by reducing the interest rate 35 basis points, we issued $75.0 million in senior unsecured notes in three tranches with a weighted average interest rate of 4.46%, and we repaid $146.5$49.2 million in mortgage notes. Refer to Note 8 for additional information related to our debt.

Equity

In June 2016, we terminated our previous controlled equity offering arrangement and commenced a new distribution agreement that registered up to 8.0 million common shares for issuance from time to time, in our sole discretion. For the year ended December 31, 2016,2017, we did not issue any common shares through either arrangement. The shares issuable in the new distribution agreement are registered with the Securities and Exchange Commission ("SEC") on our registration statement on Form S-3 (No. 333-211925).

As of December 31, 20162017 we had net debt to total market capitalization of 41.0%43.5% as compared to 42.3%41.0%, at December 31, 2015.2016.  At December 31, 20162017 and 20152016 we had $263.5$318.7 million and $286.5$263.5 million, respectively, available to draw under our unsecured revolving line of credit.credit, subject to compliance with applicable covenants.

Competition

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

Environmental Matters

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

Employment

As of December 31, 2016,2017, we had 117122 full-time employees. None of our employees is represented by a collective bargaining unit. We believe that our relations with our employees are good.


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Available Information

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

Shareholders may request free copies of these documents from:

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

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Item 1A.  Risk Factors

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

Operating Risks

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

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

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

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

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

Our performance depends on the economic conditions in the markets in which we operate.  In 2016,As of December 31, 2017, our wholly-owned properties located in Michigan and Florida accounted for approximately 28%20%, and 21%, respectively, of our annualized base rent. In 2015As of December 31, 2016, Michigan and Florida accounted for approximately 29%28% and 21%, respectively. To the extent that market conditions in these or other states in which we operate deteriorate, the performance or value of our properties may be adversely affected.

ChangesIncreasing 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.  Our tenants also compete with alternate forms of retailing, including on-line shopping, home shopping networks and mail order catalogs.  Alternate forms of retailing may reduce the demand for space in our shopping centers.

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

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

As of December 31, 2016,2017, we received 40.7%41.5% of our combined annualized base rents from our top 25 tenants, including our top fourfive tenants:  TJ Maxx/Marshalls (4.0%), Bed Bath & Beyond (2.8%(4.6%), Dicks Sporting Goods (2.6%(3.6%). Bed Bath & Beyond (2.9%), Regal Cinemas (2.7%) and LA Fitness (2.4%(2.5%). No other tenant represented more than 2.0% of our total annualized base rent.  The credit risk posed by our major tenants varies.

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

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

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

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

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

Increases in operating expenses could adversely affect our operating results.

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

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

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

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

No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our unconsolidated joint ventures.  There can be no assurance that we will not take charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the

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charge is taken.  We recorded an impairment provision of $1.0$9.4 million in 20162017 related to our real estate properties.  Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for a further information related to impairment provisions.

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

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

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

As of December 31, 2016,2017, we had interests in unconsolidated joint ventures that collectively own twothree shopping centers.  Although we manage thecertain properties owned by these joint ventures, we do not control the decisions for any of the joint ventures.  Accordingly, we may not be able to resolve in our favor any issues which arise or we may have to provide financial or other inducements to our joint venture partners to obtain such favorable resolution.

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

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

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

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

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

Investing Risks

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

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

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

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

7





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

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

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

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

If any of these events occur, our development activities may have an adverse effect on our results of operations, including additional impairment provisions.  For a detailed discussion of development projects, refer to Notes 3 and 6 of the notes to the consolidated financial statements.

Financing Risks

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

As of December 31, 2016,2017, we had nine interest rate swap agreements in effect for an aggregate notional amount of $210.0 million converting our floating rate corporate debt to fixed rate debt. In addition we have entered into one forward starting interest rate swap agreementsagreement for an aggregate notional amount of $60.0 million. After accounting for these interest rate swap agreements, we had $114.1$58.1 million of variable rate debt outstanding, net of deferred financing costs.costs at December 31, 2017.  Increases in interest rates on our existing indebtedness would increase our interest expense, which would adversely affect our cash flow and our ability to distribute cash to our shareholders.  For example, if market rates of interest on our variable rate debt outstanding as of December 31, 20162017 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $1.1$0.6 million annually.  Interest rate increases could also constrain our ability to refinance maturing debt because lenders may reduce their advance rates in order to maintain debt service coverage ratios.

We have no corporate debt limitations.

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

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

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We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our debt at maturity.  Instead, we expect to refinance our debt by raising equity, debt or other capital prior to the time that it matures.  As of December 31, 2016,2017, we had $1.0 billion of outstanding indebtedness, net of deferred financing costs, including $1.1$1.0 million of capital lease obligations.

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

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

As of December 31, 2016,2017, we had $160.7$120.9 million of mortgage debt, net of unamortized deferred financing costs, encumbering our properties.  A default on any of our mortgage debt may result in foreclosure actions by lenders and ultimately our loss of the mortgaged property.  We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.  For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage.  If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.

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

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

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

Because weWe 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.

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There may be future dilution of our common shares

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

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

There were 327,543412,195 shares of unvested restricted common shares and options to purchase 57,140 common shares outstanding at December 31, 2016.2017.

Corporate Risks

The price of our common shares may fluctuate significantly.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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outstanding shares of beneficial interest may be owned, directly or indirectly by five or fewer individuals (as defined in the Code) during the last half of any taxable year.  If an individual or entity were found to own constructively more than 9.8% in value of our outstanding shares, then any excess shares would be transferred by operation of our Declaration of Trust to a charitable trust, which would sell such shares for the benefit of the shareholder in accordance with procedures specified in our Declaration of Trust.

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

Certain anti-takeover provisions of our Declaration of Trust and Bylaws may inhibit a change of our control.

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

These provisions and actions include:

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

In addition, the Trust, by Board action, may elect to be subject to certain provisions of the Maryland General Corporation Law that inhibit takeovers such as the provision that permits the Board by way of resolution to classify itself, notwithstanding any provision our Declaration of Trust or Bylaws.

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

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

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

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


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Changes in accounting standards may adversely impact our financial results.

The Financial Accounting Standards Board, in conjunction with the SEC, has several projects on its agenda, as well as recently issued updates that could impact how we currently account for material transactions, including lease accounting and revenue.accounting. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact the lease accounting and revenue standardsstandard may have on the presentation of our consolidated financial statements, results of operations and financial ratios required by our debt covenants.

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

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

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Item 2.  Properties
 
As of December 31, 2016,2017, we owned and managed a portfolio of 6759 shopping centers with approximately 15.014.3 million square feet ("SF") of GLA.  Our wholly-owned properties consist of 6556 shopping centers comprising approximately 14.513.5 million SF. 
Property Name Location City StateOwnership % Year Built / Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Colorado [3]               
Front Range Village Fort Collins CO100% 2008/2014/NA 459,307
 83.3% $20.81
 Charming Charlie, Cost Plus World Markets, DSW, Microsoft Corporation, Party City, Sprouts Farmers Market, Staples, Toys "R" Us, Ulta Beauty, (Fort Collins Library), (Lowes), (Target)
Harvest Junction North Longmont CO100% 2006/2012/NA 188,758
 100.0% 16.91
 Best Buy, Dick's Sporting Goods, Dollar Tree, DSW Shoe Warehouse, Staples
Harvest Junction South Longmont CO100% 2006/2012/NA 177,030
 98.1% 15.44
 Bed Bath & Beyond, Marshalls, Michaels, Petco, Ross Dress for Less, (Lowe's)
Florida [15]               
Coral Creek Shops Coconut Creek FL100% 1992/2002/NA 109,312
 96.0% 17.88
 Publix
Cypress Point Clearwater FL100% 1983/2007/NA 167,280
 95.3% 12.56
 Burlington Coat Factory, The Fresh Market
Lakeland Park Center Lakeland FL100% 2014/NA/NA 210,422
 99.5% 13.46
 Dick's Sporting Goods, Floor & Décor, Ross Dress for Less
Marketplace of Delray Delray Beach FL100% 1981/2005/2010 241,715
 94.5% 15.17
 Office Depot, Ross Dress for Less, Winn-Dixie
Mission Bay Plaza Boca Raton FL100% 1989/2004/NA 259,306
 87.6% 25.81
 Dick's Sporting Goods, The Fresh Market, LA Fitness, OfficeMax
Parkway Shops Jacksonville FL100% 2013/2011/NA 144,114
 100.0% 11.20
 Dick's Sporting Goods, Hobby Lobby, Marshalls
River City Marketplace Jacksonville FL100% 2005/2005/NA 557,087
 99.7% 17.71
 Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Gander Mountain, Hollywood Theaters, Michaels, PetSmart, Ross Dress for Less, (Lowe's), (Wal-Mart Supercenter)
Rivertowne Square Deerfield Beach FL100% 1980/1998/2010 146,666
 90.5% 10.43
 Bealls, Winn-Dixie
Shoppes of Lakeland Lakeland FL100% 1985/1996/NA 183,702
 100.0% 12.78
 Ashley Furniture HomeStore, Michaels, Staples, T.J. Maxx, (Target)
The Crossroads Royal Palm Beach FL100% 1988/2002/NA 121,509
 90.9% 16.60
 Publix
Treasure Coast Commons Jensen Beach FL100% 1996/2004/NA 91,656
 100.0% 7.71
 Barnes & Noble, Dick's Sporting Goods, OfficeMax
Village Lakes Shopping Center Land O' Lakes FL100% 1987/1997/NA 166,485
 96.8% 8.49
 Bealls Outlet, Marshalls, Ross Dress for Less
Village Plaza Lakeland FL100% 1989/2004/NA 158,956
 99.1% 12.04
 Big Lots, Hobby Lobby

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Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Vista Plaza Jensen Beach FL100% 1998/2004/NA 109,761
 100.0% $14.02
 Bed Bath & Beyond, Michaels, Total Wine & More
West Broward Shopping Center Plantation FL100% 1965/2005/NA 152,973
 99.1% 11.58
 Badcock, DD's Discounts
Georgia [3]               
Holcomb Center Alpharetta GA100% 1997/2004/NA 106,003
 72.3% 12.77
 Studio Movie Grill
Peachtree Hill Duluth GA100% 1986/2007/NA 154,700
 96.1% 13.39
 Kroger, LA Fitness
Promenade at Pleasant Hill Duluth GA100% 1993/2004/NA 261,808
 95.5% 9.81
 K1 Speed, LA Fitness, Publix
Illinois [5]               
Deer Grove Centre Palatine IL100% 1997/2013/2013 237,644
 87.0% 10.13
 Aldi(4), Hobby Lobby, Ross Dress for Less, T.J. Maxx, (Target)
Liberty Square Wauconda IL100% 1987/2010/2008 107,427
 82.4% 13.44
 Jewel-Osco
Market Plaza Glen Ellyn IL100% 1965/2007/2009 166,634
 95.5% 15.69
 Jewel-Osco, Ross Dress for Less
Mount Prospect Plaza Mount Prospect IL100% 1962/2013/2013 300,682
 92.8% 12.21
 Aldi, LA Fitness, Marshalls, Ross Dress for Less, Walgreens
Rolling Meadows Shopping Center Rolling Meadows IL100% 1956/2008/1995 134,012
 91.9% 11.58
 Jewel-Osco, Northwest Community Hospital
Indiana [1]               
Merchants' Square Carmel IN100% 1970/2010/2014 246,630
 74.4% 13.45
 Flix Brewhouse, Planet Fitness
Kentucky [1]               
Buttermilk Towne Center Crescent Springs KY100% 2005/2014/NA 277,533
 100.0% 9.57
 Field & Stream, Home Depot, LA Fitness, Remke Market
Maryland [1]               
Crofton Centre Crofton MD100% 1974/1996/NA 252,230
 97.2% 7.83
 Gold's Gym, Kmart, Shoppers Food Warehouse
Michigan [19]               
Clinton Pointe Clinton Township MI100% 1992/2003/NA 135,330
 66.1% 10.40
 OfficeMax, (Target)
Clinton Valley Sterling Heights MI100% 1977/1996/2009 205,435
 91.2% 13.20
 DSW Shoe Warehouse, Hobby Lobby, Office Depot
Gaines Marketplace Gaines Township MI100% 2004/2004/NA 60,576
 100.0% 15.98
 Staples, (Target), (Meijer)
Hoover Eleven Warren MI100% 1989/2003/NA 280,719
 83.5% 11.28
 Dunham's, Kroger, Marshalls
Hunter's Square Farmington Hills MI100% 1988/2005/NA 353,951
 100.0% 16.74
 Bed Bath & Beyond, buybuy Baby, DSW Shoe Warehouse (4), Marshalls, Saks Fifth Avenue , T.J. Maxx
Jackson Crossing Jackson MI100% 1967/1996/2002 419,770
 92.3% 12.01
 Bed Bath & Beyond, Best Buy, Jackson 10 Theater, Kohl's, Shoe Carnival, T.J. Maxx, Toys "R" Us, (Sears), (Target)
Jackson West Jackson MI100% 1996/1996/1999 209,800
 100.0% 8.03
  Lowe's, Michaels, OfficeMax
Millennium Park Livonia MI100% 2000/2005/NA 273,029
 100.0% 15.31
 Home Depot, Marshalls, Michaels,(Costco), (Meijer)
Property Name Location City StateOwnership % Year Built / Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Atlanta [MSA Rank 9]             
Holcomb Center Alpharetta GA100% 1997/2004/NA 106,143
 84.2% $12.80
 Aspire Fitness(4), Studio Movie Grill
Peachtree Hill Duluth GA100% 1986/2007/NA 154,700
 97.1% 13.56
 Kroger, LA Fitness
Promenade at Pleasant Hill Duluth GA100% 1993/2004/NA 261,808
 96.1% 9.97
 K1 Speed, LA Fitness, Publix
Baltimore [MSA Rank 21]             
Crofton Centre Crofton MD100% 1974/1996/NA 252,230
 98.5% 8.50
 Gold's Gym, Kmart, Shoppers Food Warehouse
Chicago [MSA Rank 3]             
Deer Grove Centre Palatine IL100% 1997/2013/2013 237,644
 87.0% 10.29
 Aldi, Hobby Lobby, Ross Dress for Less, T.J. Maxx, (Target)
Market Plaza Glen Ellyn IL100% 1965/2007/2009 166,572
 96.2% 15.96
 Jewel-Osco, Ross Dress for Less
Mount Prospect Plaza Mount Prospect IL100% 1962/2013/2013 227,785
 88.3% 14.94
 Aldi, LA Fitness, Marshalls, Ross Dress for Less, (Walgreens)
Webster Place Lincoln Park IL100% 1987/2017/NA 134,918
 95.0% 25.23
 Barnes & Noble, Regal Cinema, Webster Place Athletic Club
Cincinnati [MSA Rank 28]             
Bridgewater Falls Hamilton OH100% 2005/2014/NA 503,366
 92.5% 14.52
 Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Five Below, J.C. Penney, Michaels, PetSmart, T.J. Maxx, (Target)
Buttermilk Towne Center Crescent Springs KY100% 2005/2014/NA 290,033
 100.0% 10.07
 Field & Stream, Home Depot, LA Fitness, Petco, Remke Market
Deerfield Towne Center Mason OH100% 2004/2013/2013 464,772
 89.2% 20.35
 Ashley Furniture HomeStore, Bed Bath & Beyond, buybuy Baby, Crunch Fitness Dick's Sporting Goods, Five Below, Regal Cinemas, Whole Foods Market
Columbus [MSA Rank 33]             
Olentangy Plaza Columbus OH100% 1981/2007/1997 253,204
 87.3% 12.02
 Aveda Institute Columbus, Eurolife Furniture, Marshalls, Micro Center, Tuesday Morning
The Shops on Lane Avenue Upper Arlington OH100% 1952/2007/2004 173,938
 94.9% 23.81
 Bed Bath & Beyond, Whole Foods Market
                
                

15





Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
New Towne Plaza Canton Township MI100% 1975/1996/2005 193,446
 100.0% $11.88
 DSW Shoe Warehouse, Jo-Ann, Kohl's
Oak Brook Square Flint MI100% 1982/1996/2008 152,073
 96.1% 9.57
 Hobby Lobby, T.J. Maxx
Roseville Towne Center Roseville MI100% 1963/1996/2004 76,998
 98.3% 13.57
 Marshalls, (Wal-Mart)
Southfield Plaza Southfield MI100% 1969/1996/2003 190,099
 98.9% 8.90
 Big Lots, Burlington Coat Factory, Forman Mills
Tel-Twelve Southfield MI100% 1968/1996/2005 523,411
 99.2% 11.17
 Best Buy, DSW Shoe Warehouse, Lowe's, Meijer, Michaels, Office Depot, PetSmart
The Auburn Mile 1 Auburn Hills MI100% 2000/1999/NA 90,553
 100.0% 11.59
 Jo-Ann, Staples, (Best Buy), (Costco), (Meijer), (Target)
The Shops at Old Orchard West Bloomfield MI100% 1972/2007/2011 96,768
 100.0% 18.46
 Plum Market
Troy Marketplace Troy MI100% 200/2005/2010 217,754
 100.0% 17.24
 Airtime, Golfsmith, LA Fitness, Nordstrom Rack, PetSmart, (REI)
West Oaks I Shopping Center Novi MI100% 1979/1996/2004 284,973
 100.0% 14.54
 Gander Mountain, Nordstrom Rack, Old Navy, Petco, Rally House, The Container Store, (Home Goods), (Michaels)
West Oaks II Shopping Center Novi MI100% 1986/1996/2000 167,954
 98.4% 17.97
 Jo-Ann, Marshalls, (Art Van), (ABC Warehouse), (Bed Bath & Beyond), (Kohl's), (Toys "R" Us), (Value City Furniture)
Winchester Center Rochester Hills MI100% 1980/2005/NA 320,134
 100.0% 11.61
 Bed Bath & Beyond, Dick's Sporting Goods, Marshalls, Michaels, Party City, PetSmart, Stein Mart
Minnesota [2]               
Centennial Shops Edina MN100% 2008/2016/NA 85,206
 100.0% 31.28
 Pinstripes, The Container Store, West Elm
Woodbury Lakes Woodbury MN100% 2005/2014/NA 306,336
 87.2% 21.91
 DSW, Michaels, (Trader Joe's)
Missouri [4]               
Central Plaza Ballwin MO100% 1970/2012/2012 166,431
 92.3% 12.26
 buybuy Baby, Jo-Ann, OfficeMax, Ross Dress for Less
Deer Creek Shopping Center Maplewood MO100% 1975/2013/2013 208,122
 94.6% 10.34
 buybuy Baby, State of Missouri, Marshalls, Ross Dress for Less
Heritage Place Creve Coeur MO100% 1989/2011/2005 269,105
 97.9% 13.94
 Dierbergs Markets, Marshalls, Office Depot, T.J. Maxx
Town & Country Crossing Town & Country MO100% 2008/2011/2011 176,830
 95.0% 23.80
 HomeGoods(5), Starbucks, Stein Mart, Whole Foods Market, (Target)
Ohio [7]               
Bridgewater Falls Hamilton OH100% 2005/2014/NA 503,293
 94.2% 14.30
 Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, Five Below (5), J.C. Penney, Michaels, PetSmart, T.J. Maxx, (Target)
Crossroads Centre Rossford OH100% 2001/2001/NA 344,045
 93.7% 9.43
 Giant Eagle (3), Home Depot, Michaels, T.J. Maxx, (Target)
Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Denver [MSA Rank 19]             
Front Range Village Fort Collins CO100% 2008/2014/NA 459,515
 80.8% 21.42
 Charming Charlie, Cost Plus World Market, DSW, Microsoft Corporation, Party City, Sprouts Farmers Market, Staples, Toys "R" Us, Ulta Beauty, (Fort Collins Library), (Lowes), (Target)
Harvest Junction North Longmont CO100% 2006/2012/NA 188,758
 100.0% 17.50
 Best Buy, Dick's Sporting Goods, Dollar Tree, DSW Shoe Warehouse, Staples
Harvest Junction South Longmont CO100% 2006/2012/NA 177,030
 100.0% 16.38
 Bed Bath & Beyond, Marshalls, Michaels, Petco, Ross Dress for Less, (Lowe's)
Detroit [MSA Rank 14]             
Clinton Pointe Clinton Township MI100% 1992/2003/NA 135,450
 97.6% 10.46
 Gibralter Trade Center (5), OfficeMax, T.J. Maxx (5), (Target)
Hunter's Square Farmington Hills MI100% 1988/2005/NA 352,772
 99.0% 16.97
 Bed Bath & Beyond, buybuy Baby, DSW Shoe Warehouse , Old Navy, Marshalls, Saks Fifth Avenue Off 5th, T.J. Maxx
Southfield Plaza Southfield MI100% 1969/1996/2003 190,099
 98.1% 9.29
 Big Lots, Burlington Coat Factory, Forman Mills
Tel-Twelve Southfield MI100% 1968/1996/2005 523,392
 100.0% 11.49
 Best Buy, DSW Shoe Warehouse, Lowe's, Meijer, Michaels, Office Depot, PetSmart
The Shops at Old Orchard West Bloomfield MI100% 1972/2007/2011 96,768
 100.0% 18.46
 Plum Market
Troy Marketplace Troy MI100% 2000/2005/2010 217,754
 100.0% 17.32
 Airtime, Golf Galaxy, LA Fitness, Nordstrom Rack, PetSmart, (REI)
West Oaks I Shopping Center Novi MI100% 1979/1996/2004 284,973
 100.0% 13.46
 Gardner White Furniture (4), Nordstrom Rack, Old Navy, Petco, Rally House, The Container Store, (Home Goods), (Michaels)
West Oaks II Shopping Center Novi MI100% 1986/1996/2000 167,954
 94.8% 17.79
 Jo-Ann, Marshalls, (Art Van), (ABC Warehouse), (Bed Bath & Beyond), (Kohl's), (Toys "R" Us), (Value City Furniture)
Winchester Center Rochester Hills MI100% 1980/2005/NA 320,134
 92.9% 12.08
 Bed Bath & Beyond, Dick's Sporting Goods, Marshalls, Michaels, Party City, PetSmart, Stein Mart
Indianapolis [MSA Rank 34]             
Merchants' Square Carmel IN100% 1970/2010/2014 246,630
 86.6% 12.80
 American Ninja Warriors (5), Flix Brewhouse, Planet Fitness
Jacksonville [MSA Rank 40]             
Parkway Shops Jacksonville FL100% 2013/2011/NA 144,114
 100.0% 11.22
 Dick's Sporting Goods, Hobby Lobby, Marshalls, (Wal-Mart Supercenter)
River City Marketplace Jacksonville FL100% 2005/2005/NA 562,998
 84.8% 18.98
 Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Hollywood Theaters, Michaels, PetSmart, Ross Dress for Less, (Lowe's), (Wal-Mart Supercenter)
                

16





Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Deerfield Towne Center Mason OH100% 2004/2013/2013 463,246
 88.4% $20.30
 Ashley Furniture HomeStore, Bed Bath & Beyond, buybuy Baby, Crunch Fitness Dick's Sporting Goods, Five Below (5), Regal Cinemas, Whole Foods Market
Olentangy Plaza Columbus OH100% 1981/2007/1997 253,204
 94.9% 10.67
 Eurolife Furniture, Marshalls, Micro Center, Tuesday Morning
Rossford Pointe Rossford OH100% 2006/2005/NA 47,477
 100.0% 10.83
 MC Sporting Goods, PetSmart
Spring Meadows Place Holland OH100% 1987/1996/2005 314,514
 94.7% 11.29
 Ashley Furniture HomeStore, Big Lots, DSW, Guitar Center, HomeGoods (5), Michaels, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Sam's Club), (Target), (Wal-Mart)
The Shops on Lane Avenue Upper Arlington OH100% 1952/2007/2004 171,550
 96.8% 22.65
 Bed Bath & Beyond, Whole Foods Market
Wisconsin [4]               
East Town Plaza Madison WI100% 1992/2000/2000 208,472
 84.2% 10.11
 Burlington Coat Factory, Jo-Ann, Marshalls, (Shopko), (Babies "R" Us)
Nagawaukee Center Delafield WI100% 1994/2012-13/NA 220,083
 99.0% 14.65
 HomeGoods(5), Kohl's, Marshalls, Sierra Trading Post(5), (Sentry Foods)
The Shoppes at Fox River Waukesha WI100% 2009/2010/2011 276,642
 100.0% 14.50
 Hobby Lobby, Pick 'n Save, Ross Dress for Less, T.J. Maxx, (Target)
West Allis Towne Centre West Allis WI100% 1987/1996/2011 326,265
 94.8% 9.09
 Burlington Coat Factory, Kmart, Ross Dress for Less, Xperience Fitness
CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE 14,484,936
 94.4% $13.93
  
                
JOINT VENTURE PORTFOLIO          
Nora Plaza Marion IN7% 1958/2007/2002 139,753
 94.3% $14.11
 Marshalls, Whole Foods Market, (Target)
Martin Square Martin FL30% 1981/2005/NA 330,134
 85.3% 6.73
 Home Depot, Old Time Pottery, Paradise Home & Patio, Staples
Total/Average        469,887
 88.0% $9.09
  
CONSOLIDATED AND JV PORTFOLIO TOTAL / AVERAGE 14,954,823
 94.2% $13.78
  
                
Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Miami [MSA Rank 8]             
Coral Creek Shops Coconut Creek FL100% 1992/2002/NA 109,312
 98.5% 18.67
 Publix
Marketplace of Delray Delray Beach FL100% 1981/2005/2010 241,715
 95.3% 15.39
 Office Depot, Ross Dress for Less, Winn-Dixie
Mission Bay Plaza Boca Raton FL100% 1989/2004/NA 265,785
 99.3% 23.46
 
Dick's Sporting Goods, LA Fitness, OfficeMax, The Fresh Market, World of Décor (4)
Rivertowne Square Deerfield Beach FL100% 1980/1998/2010 146,666
 92.0% 10.59
 Bealls, Winn-Dixie
The Crossroads Royal Palm Beach FL100% 1988/2002/NA 121,509
 92.9% 16.88
 Publix
West Broward Shopping Center Plantation FL100% 1965/2005/NA 152,973
 92.9% 10.94
 Badcock, DD's Discounts, Save-A-Lot
Milwaukee [MSA Rank 39]             
Nagawaukee Center Delafield WI100% 1994/2012-13/NA 220,083
 100.0% 14.83
 HomeGoods, Kohl's, Marshalls, Sierra Trading Post, (Sentry Foods)
The Shoppes at Fox River Waukesha WI100% 2009/2010/2011 335,511
 85.5% 15.31
 Hobby Lobby, Old Navy (5), Pick 'n Save, Ross Dress for Less, T.J. Maxx, (Target)
West Allis Towne Centre West Allis WI100% 1987/1996/2011 326,223
 83.6% 10.72
 Burlington Coat Factory, Five Below, Hobby Lobby (5), Ross Dress for Less, Xperience Fitness
Minneapolis [MSA Rank 16]             
Centennial Shops Edina MN100% 2008/2016/NA 85,206
 100.0% 38.27
 Pinstripes, The Container Store, West Elm
Woodbury Lakes Woodbury MN100% 2005/2014/NA 307,273
 87.4% 21.80
 DSW, Michaels, (Trader Joe's)
Nashville [MSA Rank 36]             
Providence Marketplace Mt. Juliet TN100% 2006/2017/NA 632,081
 98.4% 13.13
 Belk, Best Buy, Books A Million, Dick's Sporting Goods, J C Penney, JoAnn Fabrics, Old Navy, PetSmart, Regal Cinema, Ross Dress for Less, Staples, T.J. Maxx/HomeGoods, (Kroger), (Target)
St. Louis [MSA Rank 20]               
Central Plaza Ballwin MO100% 1970/2012/2012 166,431
 80.3% 13.09
 buybuy Baby, Jo-Ann, Ross Dress for Less
Deer Creek Shopping Center Maplewood MO100% 1975/2013/2013 208,122
 86.3% 10.55
 buybuy Baby, GFS, State of Missouri, Marshalls, Ross Dress for Less
Heritage Place Creve Coeur MO100% 1989/2011/2005 269,127
 97.9% 14.64
 Dierbergs Markets, Marshalls, Office Depot, T.J. Maxx
Town & Country Crossing Town & Country MO100% 2008/2011/2011 185,080
 96.2% 23.00
 HomeGoods, Starbucks, Stein Mart, Whole Foods Market, (Target)
                
                
                

17





Property Name Location City StateOwnership % Year Built /Acquired / Redeveloped Total GLA
 % Leased
 
Average base rent per leased SF (1)

 
Anchor Tenants (2)
Tampa [MSA Rank 18]             
Cypress Point Clearwater FL100% 1983/2007/NA 167,280
 95.2% 12.90
 Burlington Coat Factory, The Fresh Market
Lakeland Park Center Lakeland FL100% 2014/NA/NA 210,422
 100.0% 13.88
 Dick's Sporting Goods, Floor & Décor, Ross Dress for Less, (Target)
Shoppes of Lakeland Lakeland FL100% 1985/1996/NA 183,702
 100.0% 13.02
 Ashley Furniture HomeStore, Michaels, Staples, T.J. Maxx, (Target)
Village Lakes Shopping Center Land O' Lakes FL100% 1987/1997/NA 166,485
 99.2% 9.66
 Bealls Outlet, Marshalls, Ross Dress for Less
Properties Not in Top 40 MSA's             
Crossroads Centre Rossford OH100% 2001/2001/NA 344,025
 92.6% 9.90
 Giant Eagle (3), Home Depot, Michaels, T.J. Maxx, (Target)
East Town Plaza Madison WI100% 1992/2000/2000 208,472
 84.2% 10.38
 Burlington Coat Factory, Jo-Ann, Marshalls, (Shopko), (Babies "R" Us)
Jackson Crossing Jackson MI100% 1967/1996/2002 419,770
 87.4% 12.20
 Bed Bath & Beyond, Best Buy, Jackson 10 Theater, Kohl's, Shoe Carnival, T.J. Maxx, Toys "R" Us, (Sears), (Target)
Jackson West Jackson MI100% 1996/1996/1999 209,800
 100.0% 8.06
 GFS, Lowe's, Michaels, OfficeMax
Rossford Pointe Rossford OH100% 2006/2005/NA 47,477
 100.0% 8.93
 Fin Feather Fur (4), PetSmart
Spring Meadows Place Holland OH100% 1987/1996/2005 314,514
 90.6% 11.01
 Ashley Furniture HomeStore, Big Lots, DSW, Guitar Center, HomeGoods, Michaels, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Sam's Club), (Target), (Wal-Mart)
Treasure Coast Commons Jensen Beach FL100% 1996/2004/NA 91,656
 100.0% 14.60
 Barnes&Noble, Dick's Sporting Goods, OfficeMax
Vista Plaza Jensen Beach FL100% 1998/2004/NA 109,761
 100.0% 14.04
 Bed Bath & Beyond, Michaels, Total Wine & More
CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE 13,541,915
 93.3% $14.63
  
                
JOINT VENTURE PORTFOLIO           
Nora Plaza Marion IN7% 1958/2007/2002 139,743
 98.2% $14.50
 Marshalls, Whole Foods Market, (Target)
Millennium Park Livonia MI30% 2000/2005/NA 273,029
 100.0% 15.39
 Home Depot, Marshalls, Michaels, (Costco), (Meijer)
Martin Square Martin FL30% 1981/2005/NA 330,134
 77.9% 6.66
 Home Depot, Old Time Pottery, Staples
  Total / Average        742,906
 89.8% $11.85
  
                
CONSOLIDATED AND JV PORTFOLIO TOTAL / AVERAGE 14,284,821
 93.1% $14.49
  
                
Footnotes
(1)  Average base rent per leased SF is calculated based on annual minimum contractual base rent pursuant to the tenant lease, excluding percentage rent and recovery income from tenants, and is net of tenant concessions. Percentage rent and recovery income from tenants is presented separately in our consolidated statements of operations and comprehensive income (loss) statement.
(2) Anchor tenant is defined as any tenant leasing 10,000 square feet or more. Tenants in parenthesis represent non-company owned GLA.
(3)  Tenant closed - lease obligated.
(4) Space delivered to tenant.
(5) Space leased to tenant.tenant, not yet delivered.  


18





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

17





volume, reimbursement of the tenant’s allocable real estate taxes, insurance and common area maintenance (“CAM”) expenses and reimbursement for utility costs if not directly metered.

Major Tenants

The following table sets forth as of December 31, 20162017 the GLA, of our 56 existing properties leased to tenants for our wholly owned properties portfolio: 
 Type of TenantAnnualized Base Rent
 % of Total Annualized Base Rent
 
GLA (2)

 
% of Total GLA (2)

 
Anchor (1)
$109,422,914
 58.1% 10,249,524
 70.8%
 Retail (non-anchor)78,970,769
 41.9% 4,235,412
 29.2%
 Total$188,393,683
 100.0% 14,484,936
 100.0%
         
 Type of TenantAnnualized Base Rent
 % of Total Annualized Base Rent
 GLA
 % of Total GLA
 
Anchor (1)
$105,874,512
 58.0% 9,660,424
 71.3%
 Retail (non-anchor)76,824,556
 42.0% 3,881,491
 28.7%
 Total$182,699,068
 100.0% 13,541,915
 100.0%
         
(1) Anchor tenant is defined as any tenant leasing 10,000 square feet or more.
(2)GLA owned directly by us or our unconsolidated joint ventures.

1819





The following table depicts, as of December 31, 2016,2017, information regarding leases with the 25 largest retail tenants (in terms of annualized base rent) for our wholly owned properties portfolio: 
 Tenant Name 
Credit Rating S&P/Moody's (1)
 Number of Leases
 GLA
 % of Total GLA
 Total Annualized Base Rent
 Annualized Base Rent PSF
 % of Annualized Base Rent
 
TJX Companies (2)
 A+/A2 25
 779,770
 5.4% $7,598,049
 $9.74
 4.0%
 
Bed Bath & Beyond (3)
 BBB+/Baa1 16
 466,700
 3.2% 5,297,844
 11.35
 2.8%
 
Dick's Sporting Goods (4)
 --/-- 9
 443,277
 3.1% 4,885,410
 11.02
 2.6%
 LA Fitness B+/B2 6
 245,521
 1.7% 4,501,820
 18.34
 2.4%
 Home Depot A/A2 3
 354,295
 2.5% 3,375,725
 9.53
 1.8%
 
Office Depot (5)
 --/B1 11
 262,801
 1.8% 3,310,871
 12.60
 1.8%
 DSW Designer Shoe Warehouse --/-- 10
 193,829
 1.3% 3,266,248
 16.85
 1.7%
 Michaels Stores B+/Ba2 12
 273,800
 1.9% 3,198,491
 11.68
 1.7%
 
Ascena Retail (6)
 BB-/Ba2 29
 162,384
 1.1% 3,191,443
 19.65
 1.7%
 PetSmart B+/-- 10
 208,863
 1.4% 3,132,281
 15.00
 1.7%
 ULTA Salon --/-- 13
 134,684
 0.9% 3,054,741
 22.68
 1.6%
 
Ross Stores (7)
 A-/A3 13
 332,052
 2.3% 2,996,969
 9.03
 1.6%
 Regal Cinemas B+/B1 2
 119,080
 0.8% 2,853,269
 23.96
 1.5%
 Dollar Tree BB+/Ba2 24
 253,243
 1.8% 2,516,631
 9.94
 1.3%
 Best Buy BBB-/Baa1 5
 165,309
 1.1% 2,467,745
 14.93
 1.3%
 Jo-Ann Fabric and Craft Stores B/Caa1 6
 198,947
 1.4% 2,429,479
 12.21
 1.3%
 Whole Foods BBB-/Baa3 3
 118,879
 0.8% 2,342,617
 19.71
 1.2%
 Hobby Lobby --/-- 6
 330,096
 2.3% 2,324,634
 7.04
 1.2%
 Burlington Coat Factory BB-/-- 4
 277,315
 1.9% 2,285,421
 8.24
 1.2%
 
Petco (8)
 B/-- 9
 128,427
 0.9% 2,119,266
 16.50
 1.1%
 Gander Mountain --/-- 2
 142,354
 1.0% 1,994,898
 14.01
 1.1%
 Kohl's BBB-/Baa2 5
 276,497
 1.9% 1,984,330
 7.18
 1.1%
 Lowe's Home Centers A-/A3 2
 270,394
 1.9% 1,962,450
 7.26
 1.0%
 
Gap, Inc. (9)
 BB+/Baa2 8
 116,575
 0.8% 1,901,136
 16.31
 1.0%
 Staples BBB-/Baa2 7
 137,618
 0.9% 1,773,276
 12.89
 1.0%
 Sub-Total top 25 tenants   240
 6,392,710
 44.1% $76,765,044
 $12.01
 40.7%
                
 Remaining tenants   1,255
 7,135,943
 49.3% 111,628,639
 15.64
 59.3%
                
 Sub-Total all tenants  1,495
 13,528,653
 93.4% 188,393,683
 $13.93
 100.0%
                
 Leased / Vacant   225
 956,283
 6.6%  N/A
 N/A
 N/A
                
 Total including vacant   1,720
 14,484,936
 100.0% $188,393,683
  N/A
 100.0%
                
 Tenant Name 
Credit Rating S&P/Moody's (1)
 Number of Leases
 GLA
 % of Total Company Owned GLA
 Total Annualized Base Rent
 Annualized Base Rent PSF
 % of Annualized Base Rent
 
TJX Companies (2)
 A+/A2 26
 814,958
 6.0% $8,341,936
 $10.24
 4.6%
 
Dick's Sporting Goods (3)
 --/-- 11
 524,259
 3.9% 6,517,461
 12.43
 3.6%
 
Bed Bath & Beyond (4)
 BBB/Baa2 16
 466,700
 3.4% 5,377,579
 11.52
 2.9%
 Regal Cinemas BB-/B1 4
 219,160
 1.6% 4,898,068
 22.35
 2.7%
 LA Fitness B+/B2 6
 252,000
 1.9% 4,598,913
 18.25
 2.5%
 
Ross Stores (5)
 A-/A3 14
 362,219
 2.7% 3,320,457
 9.17
 1.8%
 PetSmart CCC+/-- 10
 212,628
 1.6% 3,082,457
 14.50
 1.7%
 ULTA Salon --/-- 13
 132,355
 1.0% 3,071,630
 23.21
 1.7%
 Michaels Stores BB-/-- 11
 252,191
 1.9% 2,971,597
 11.78
 1.6%
 Best Buy BBB-/Baa1 6
 195,309
 1.4% 2,929,745
 15.00
 1.6%
 
Office Depot (6)
 B/B1 9
 212,626
 1.6% 2,870,112
 13.50
 1.6%
 
Ascena Retail (7)
 B+/Ba3 26
 140,642
 1.0% 2,762,300
 19.64
 1.5%
 DSW Designer Shoe Warehouse --/-- 8
 149,865
 1.1% 2,632,296
 17.56
 1.4%
 Whole Foods AA-/Baa1 3
 118,879
 0.9% 2,342,617
 19.71
 1.3%
 Burlington Coat Factory BB/-- 4
 277,315
 2.0% 2,330,322
 8.40
 1.3%
 
Petco (8)
 B/-- 10
 140,927
 1.0% 2,282,719
 16.20
 1.3%
 
Gap, Inc. (9)
 BB+/Baa2 9
 131,458
 1.0% 2,165,698
 16.47
 1.2%
 Dollar Tree BB+/Ba1 19
 198,932
 1.4% 1,998,644
 10.05
 1.1%
 Lowe's Home Centers A-/A3 2
 270,394
 2.0% 1,962,450
 7.26
 1.0%
 Jo-Ann Fabric and Craft Stores B/B1 5
 154,949
 1.1% 1,951,280
 12.59
 1.0%
 Staples B+/B1 6
 117,335
 0.9% 1,730,684
 14.75
 0.9%
 Panera Bread --/-- 11
 57,401
 0.4% 1,477,075
 25.73
 0.8%
 Kohl's BBB-/Baa2 3
 185,375
 1.4% 1,441,537
 7.78
 0.8%
 Party City Corporation --/-- 7
 90,261
 0.7% 1,398,071
 15.49
 0.8%
 Meijer --/-- 1
 189,635
 1.4% 1,391,500
 7.34
 0.8%
 Sub-Total top 25 tenants   240
 5,867,773
 43.3% $75,847,148
 $12.93
 41.5%
                
 Remaining tenants   1,131
 6,622,352
 48.9% 106,851,920
 16.14
 58.5%
                
 Sub-Total all tenants  1,371
 12,490,125
 92.2% 182,699,068
 $14.63
 100.0%
                
 Leased / Vacant   212
 1,051,790
 7.8%  N/A
 N/A
 N/A
                
 Total including vacant   1,583
 13,541,915
 100.0% $182,699,068
  N/A
 100.0%
                
 
(1)
Source: Latest Company filings, as of December 31, 2016,2017, per CreditRiskMonitor.
(2)
Marshalls (15)(12) / TJ Maxx (10) / HomeGoods (3) / Sierra Trading Post (1)
(3)
Dick's Sporting Goods (10) / Field & Stream (1)
(4)
Bed Bath & Beyond (9) / Buy Buy Baby (5) / Cost Plus World Market (2)
(4) Dick's Sporting Goods (8) / Field & Stream (1)
(5) OfficeMax (7)
Ross Dress for Less (13) / Office Depot (4)DD's Discounts (1)
(6)
OfficeMax (6) / Office Depot (3)
(7)
Ann Taylor (3) / Catherine's (3) / Dress Barn (6)(4) / Justice (5) / Lane Bryant (6) / Maurice's (6)
(7) Ross Dress for Less (12) / DD's Discounts (1)
(5)
(8)
Petco (8)(9) / Unleashed (1)
(9)
Old Navy (5)(6) / Gap (2) / Banana Republic / (1)

1920





Lease Expirations

The following tables set forth a schedule of lease expirations, for our wholly owned portfolio, for the next ten years and thereafter, assuming that no renewal options are exercised:
 
ALL TENANTS 
Expiring Leases As of December 31, 2016
Expiring Leases As of December 31, 2017Expiring Leases As of December 31, 2017
Year Number of Leases
 
GLA (1)

 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 % of Total Annualized
Base Rent

 Number of Leases
 GLA
 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 % of Total Annualized
Base Rent

     (per square foot)         (per square foot)    
(3)
 35
 90,998
 $18.01
 $1,639,114
 0.9%
2017 184
 852,296
 15.49
 13,205,813
 7.0%
2018 245
 1,201,121
 16.69
 20,052,631
 10.6% 177
 766,111
 $18.18
 $13,973,636
 7.6%
2019 195
 1,322,814
 14.63
 19,352,220
 10.3% 172
 1,035,311
 16.75
 17,340,888
 9.5%
2020 183
 1,493,847
 13.09
 19,553,610
 10.4% 173
 1,356,759
 13.47
 18,276,306
 10.0%
2021 224
 2,020,262
 13.57
 27,407,701
 14.5% 217
 1,980,036
 14.18
 28,084,438
 15.3%
2022 107
 1,315,621
 13.10
 17,235,133
 9.1% 189
 1,508,231
 15.21
 22,937,926
 12.5%
2023 77
 1,268,968
 13.01
 16,506,262
 8.8% 116
 1,508,084
 13.76
 20,702,307
 11.4%
2024 51
 612,441
 13.08
 8,013,018
 4.3% 53
 679,100
 12.55
 8,522,548
 4.7%
2025 48
 776,462
 13.81
 10,721,333
 5.7% 46
 640,166
 15.34
 9,819,486
 5.4%
2026 65
 957,323
 14.79
 14,159,183
 7.5% 60
 966,821
 13.11
 12,676,700
 6.9%
2027+ 81
 1,616,500
 12.71
 20,547,665
 10.9%
2027 73
 680,768
 16.55
 11,264,772
 6.2%
2028+ 65
 1,274,088
 13.72
 17,475,482
 9.6%
Tenants month to month 30
 94,650
 17.16
 1,624,579
 0.9%
Sub-Total 1,495
 13,528,653
 $13.93
 $188,393,683
 100.0% 1,371
 12,490,125
 $14.63
 $182,699,068
 100.0%
Leased (4)(2)
 16
 147,298
  N/A
  N/A
 N/A
 10
 146,887
  N/A
  N/A
 N/A
Vacant 209
 808,985
  N/A
  N/A
 N/A
 202
 904,903
  N/A
  N/A
 N/A
Total 1,720
 14,484,936
 $13.93
 $188,393,683
 100.0% 1,583
 13,541,915
 N/A
 $182,699,068
 100.0%
                    

 ANCHOR TENANTS (greater than or equal to 10,000 square feet) 
Expiring Anchor Leases As of December 31, 2016
Expiring Anchor Leases As of December 31, 2017Expiring Anchor Leases As of December 31, 2017
Year Number of Leases
 
GLA (1)

 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 % of Total Annualized
Base Rent

 Number of Leases
 
GLA 

 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 % of Total Annualized
Base Rent

     (per square foot)         (per square foot)    
2017 21
 434,435
 $11.15
 $4,844,194
 4.4%
2018 27
 623,171
 11.78
 7,343,891
 6.7% 17
 354,979
 $13.00
 $4,659,390
 4.4%
2019 30
 786,893
 10.24
 8,059,546
 7.4% 22
 546,438
 12.23
 6,680,326
 6.3%
2020 34
 1,038,452
 9.67
 10,046,510
 9.2% 31
 949,058
 9.73
 9,236,420
 8.7%
2021 55
 1,538,517
 10.94
 16,824,171
 15.4% 54
 1,522,990
 11.44
 17,417,561
 16.5%
2022 37
 1,069,525
 11.23
 12,015,594
 11.0% 40
 1,069,648
 11.73
 12,550,126
 11.9%
2023 30
 1,028,300
 11.15
 11,460,472
 10.5% 39
 1,211,004
 11.48
 13,853,353
 13.1%
2024 17
 482,655
 11.00
 5,310,537
 4.9% 18
 553,419
 10.62
 5,879,888
 5.6%
2025 19
 632,791
 11.86
 7,504,344
 6.9% 18
 505,669
 13.26
 6,702,950
 6.3%
2026 17
 783,791
 12.37
 9,698,856
 8.9% 18
 818,166
 10.78
 8,818,280
 8.3%
2027+ 37
 1,440,466
 11.33
 16,314,799
 14.7%
2027 20
 477,544
 13.42
 6,406,739
 6.1%
2028+ 26
 1,130,939
 11.99
 13,556,928
 12.7%
Tenants month to month 1
 12,665
 8.89
 112,551
 0.1%
Sub-Total 324
 9,858,996
 $11.10
 $109,422,914
 100.0% 304
 9,152,519
 $11.57
 $105,874,512
 100.0%
Leased (4)
 4
 78,113
  N/A
 N/A
  N/A
Leased (2)
 6
 131,995
  N/A
 N/A
  N/A
Vacant 17
 312,415
  N/A
  N/A
  N/A
 17
 375,910
  N/A
  N/A
  N/A
Total 345
 10,249,524
 $11.10
 $109,422,914
 100.0% 327
 9,660,424
 N/A
 $105,874,512
 100.0%
                    
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent is based upon rents currently in place.
(3) Tenants currently under month to month lease or in the process of renewal.
(4)(2) Lease has been executed, butIncludes signed leases where the space has not yet been delivered.

2021





NON-ANCHOR TENANTS (less than 10,000 square feet)
 
 Expiring Non-Anchor Leases As of December 31, 2016 
 Year Number of Leases
 
GLA (1)

 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(2)

 % of Total Annualized
Base Rent

 
       (per square foot)     
 
(3) 
 35
 90,998
 $18.01
 $1,639,114
 2.1% 
 2017 163
 417,861
 20.01
 8,361,619
 10.6% 
 2018 218
 577,950
 21.99
 12,708,740
 16.1% 
 2019 165
 535,921
 21.07
 11,292,674
 14.3% 
 2020 149
 455,395
 20.88
 9,507,101
 12.0% 
 2021 169
 481,745
 21.97
 10,583,530
 13.4% 
 2022 70
 246,096
 21.21
 5,219,538
 6.6% 
 2023 47
 240,668
 20.97
 5,045,790
 6.4% 
 2024 34
 129,786
 20.82
 2,702,480
 3.4% 
 2025 29
 143,671
 22.39
 3,216,989
 4.1% 
 2026 48
 173,532
 25.70
 4,460,327
 5.6% 
 2027+ 44
 176,034
 24.05
 4,232,867
 5.4% 
 Sub-Total 1,171
 3,669,657
 $21.52
 $78,970,769
 100.0% 
 
Leased (4)
 12
 69,185
  N/A
  N/A
  N/A
 
 Vacant 192
 496,570
  N/A
  N/A
  N/A
 
 Total 1,375
 4,235,412
 $21.52
 $78,970,769
 100.0% 
             
 Expiring Non-Anchor Leases As of December 31, 2017 
 Year Number of Leases
 GLA
 Average Annualized
Base Rent

 
Total
Annualized
Base Rent
(1)

 % of Total Annualized
Base Rent

 
       (per square foot)     
 2018 160
 411,132
 $22.66
 $9,314,246
 12.1% 
 2019 150
 488,873
 21.81
 10,660,562
 13.9% 
 2020 142
 407,701
 22.17
 9,039,886
 11.8% 
 2021 163
 457,046
 23.34
 10,666,877
 13.9% 
 2022 149
 438,583
 23.68
 10,387,800
 13.5% 
 2023 77
 297,080
 23.05
 6,848,954
 8.9% 
 2024 35
 125,681
 21.03
 2,642,660
 3.4% 
 2025 28
 134,497
 23.17
 3,116,536
 4.1% 
 2026 42
 148,655
 25.96
 3,858,420
 5.0% 
 2027 53
 203,224
 23.90
 4,858,033
 6.3% 
 2028+ 39
 143,149
 27.37
 3,918,554
 5.1% 
 Tenants month to month 29
 81,985
 18.44
 1,512,028
 2.0% 
 Sub-Total 1,067
 3,337,606
 $23.02
 $76,824,556
 100.0% 
 
Leased (2)
 4
 14,892
  N/A
  N/A
  N/A
 
 Vacant 185
 528,993
  N/A
  N/A
  N/A
 
 Total 1,256
 3,881,491
 N/A
 $76,824,556
 100.0% 
             
 
(1) GLA owned directly by us or our unconsolidated joint ventures.
(2) Annualized Base Rent is based upon rents currently in place.
(3)(2) Tenants currently under month to month lease or inIncludes signed leases where the process of renewal.
(4) Lease has been executed, but space has not yet been delivered.

Land Available for Development and/or Sale
 
At December 31, 2016,2017, our three largest development sites, Hartland Towne Square, Lakeland Park Center and Parkway Shops, had phase one completed. We closed on the sale of 3.18 acres at Lakeland Park Center in the fourth quarter of 2016 for the development of a health club. At Hartland Towne Square, we are under contract to sell 7.5 acres for the development of a theater with certain due diligence contingencies unresolved at year-end. . The remaining future phases at those projects are in pre-development. We estimate that if we proceed with the development of the projects, up to approximately 510,000 square feet of GLA could be developed, excluding various outparcels of land. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

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

During 2016,2017, we recorded an impairment provision of $1.0 million.$9.4 million related to income producing shopping centers and developable land.  We also recorded impairment provisions of $1.0 million and $2.5 million in 2016 and $23.3 million in 2015, and 2014, respectively, related to developable land that we decided to market for sale. Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for a further information related to impairment provisions.

Insurance

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

2122






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

Not Applicableapplicable.

2223





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

Market Information

Our common shares are currently listed and traded on the New York Stock Exchange (“NYSE”) under the symbol “RPT”.  On February 16, 2017,15, 2018, the closing price of our common shares on the NYSE was $16.13.$11.74.

Shareholder Return Performance Graph

The following line graph sets forth the cumulative total return on a $100 investment (assuming the reinvestment of dividends) in each of our common shares, the NAREIT Equity Index, and the S&P 500 Index for the period December 31, 20112012 through December 31, 2016.2017.  The stock price performance shown is not necessarily indicative of future price performance.


 The following table depicts high/low closing prices and dividends declared per share for each quarter in 20162017 and 2015:2016:
Stock Price   Stock Price   
Quarter EndedHigh Low Dividends High Low Dividends 
December 31, 2017$15.00
 $12.43
 $0.22000
(1) 
September 30, 2017$14.41
 $12.48
 $0.22000
 
June 30, 2017$14.68
 $11.86
 $0.22000
 
March 31, 2017$17.11
 $13.26
 $0.22000
 
      
December 31, 2016$18.44
 $16.18
 $0.22000
(1) 
$18.44
 $16.18
 $0.22000
(2) 
September 30, 2016$20.19
 $17.80
 $0.22000
 $20.19
 $17.80
 $0.22000
 
June 30, 2016$19.61
 $17.35
 $0.21000
 $19.61
 $17.35
 $0.21000
 
March 31, 2016$18.03
 $15.98
 $0.21000
 $18.03
 $15.98
 $0.21000
 
            
December 31, 2015$17.11
 $15.07
 $0.21000
(2) 
September 30, 2015$17.24
 $14.84
 $0.21000
 
June 30, 2015$19.02
 $16.32
 $0.20000
 
March 31, 2015$20.04
 $18.04
 $0.20000
 
      
(1)Paid on January 2, 2018
(2) Paid on January 3, 2017
(2) Paid on January 4, 2016

2324





Holders
 
The number of holders of record of our common shares was 1,3241,177 at February 16, 2017.15, 2018.  A substantially greater number of holders are beneficial owners whose shares of record are held by banks, brokers, and other financial institutions.

Dividends
 
Under the Code, a REIT must meet requirements, including a requirement that it distribute to its shareholders at least 90% of its REIT taxable income annually, excluding net capital gain.  Distributions paid by us are at the discretion of our Board and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code, and such other factors as the Board deems relevant.

Distributions on our 7.25% Series D Cumulative Convertible Perpetual Preferred Shares declared in 20162017 totaled $3.625 per share.  We do not believe that the preferential rights available to the holders of our preferred shares or the financial covenants contained in our debt agreements had or will have an adverse effect on our ability to pay dividends in the normal course of business to our common shareholders or to distribute amounts necessary to maintain our qualification as a REIT.

For information on our equity compensation plans as of December 31, 2016,2017, refer to Item 12 of Part III of this report and Note 15 of the notes to the consolidated financial statements for further information regarding our share-based compensation and other benefit plans.



2425





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.
Year Ended December 31,Year Ended December 31,
2016 2015 2014 2013 20122017 2016 2015 2014 2013
(In thousands, except per share)(In thousands, except per share)
Operating Data:                  
Total revenue$260,930
 $251,790
 $218,363
 $170,068
 $125,225
$265,082
 $260,930
 $251,790
 $218,363
 $170,068
Operating income70,908
 65,497
 23,330
 35,460
 30,385
63,399
 70,908
 65,497
 23,330
 35,460
Income (loss) from continuing operations61,112
 66,895
 (2,412) 8,371
 7,171
70,719
 61,112
 66,895
 (2,412) 8,371
Gain on sale of depreciable real estate34,108
 13,529
 10,022
 2,120
 336
51,977
 34,108
 13,529
 10,022
 2,120
Gain on sale of land1,673
 4,041
 835
 4,279
 69
787
 1,673
 4,041
 835
 4,279
Net income (loss)61,112
 66,895
 (2,412) 11,462
 7,092
70,719
 61,112
 66,895
 (2,412) 11,462
Net (income) loss attributable to noncontrolling partner interest(1,448) (1,786) 48
 (465) 112
(1,659) (1,448) (1,786) 48
 (465)
Preferred share dividends(6,701) (6,838) (7,250) (7,250) (7,250)(6,701) (6,701) (6,838) (7,250) (7,250)
Net income (loss) available to common shareholders52,963
 57,771
 (9,614) 3,747
 (46)62,359
 52,963
 57,771
 (9,614) 3,747
Earnings (loss) per common share, basic                  
Continuing operations$0.66
 $0.73
 $(0.14) $0.01
 $
$0.78
 $0.66
 $0.73
 $(0.14) $0.01
Discontinued operations
 
 
 0.05
 

 
 
 
 0.05
Basic Earnings (loss)$0.66
 $0.73
 $(0.14) $0.06
 $
$0.78
 $0.66
 $0.73
 $(0.14) $0.06
Earnings (loss) per common share, diluted   
  
  
  
   
  
  
  
Continuing operations$0.66
 $0.73
 $(0.14) $0.01
 $
$0.78
 $0.66
 $0.73
 $(0.14) $0.01
Discontinued operations
 
 
 0.05
 

 
 
 
 0.05
Diluted earnings (loss)$0.66
 $0.73
 $(0.14) $0.06
 $
$0.78
 $0.66
 $0.73
 $(0.14) $0.06
Weighted average shares outstanding:       
  
       
  
Basic79,236
 78,848
 72,118
 59,336
 44,101
79,344
 79,236
 78,848
 72,118
 59,336
Diluted79,435
 79,035
 72,118
 59,728
 44,101
79,530
 79,435
 79,035
 72,118
 59,728
                  
Cash dividends declared per RPT preferred share$3.625
 $3.625
 $3.625
 $3.625
 $3.625
$3.625
 $3.625
 $3.625
 $3.625
 $3.625
Cash dividends declared per RPT common share$0.8600
 $0.8200
 $0.7750
 $0.7115
 $0.6600
$0.8800
 $0.8600
 $0.8200
 $0.7750
 $0.7115
Cash distributions to RPT preferred shareholders$6,701
 $6,977
 $7,250
 $7,250
 $7,250
$6,701
 $6,701
 $6,977
 $7,250
 $7,250
Cash distributions to RPT common shareholders$67,710
 $63,972
 $54,149
 $40,108
 $28,333
$70,225
 $67,710
 $63,972
 $54,149
 $40,108
                  
Balance Sheet Data (at December 31):                  
Investment in real estate (before accumulated depreciation)$2,132,670
 $2,184,481
 $1,934,032
 $1,625,217
 $1,119,171
$2,130,779
 $2,132,670
 $2,184,481
 $1,934,032
 $1,625,217
Total assets2,061,498
 2,136,082
 1,951,743
 1,653,146
 1,166,629
2,030,394
 2,061,498
 2,136,082
 1,951,743
 1,653,146
Total notes payable, net1,021,223
 1,083,711
 917,658
 746,661
 535,208
999,215
 1,021,223
 1,083,711
 917,658
 746,661
Total liabilities1,169,807
 1,231,616
 1,055,335
 857,057
 608,668
1,145,225
 1,172,900
 1,234,709
 1,058,428
 860,150
Total RPT shareholders' equity870,723
 882,413
 870,547
 768,287
 527,973
864,322
 867,701
 879,391
 867,525
 765,265
Noncontrolling interest20,968
 22,053
 25,861
 27,802
 29,988
20,847
 20,897
 21,982
 25,790
 27,731
Total shareholders' equity891,691
 904,466
 896,408
 796,089
 557,961
885,169
 888,598
 904,466
 896,408
 796,089
                  
Other Data:                  
Funds from operations ("FFO") available to common shareholders (1)
$118,685
 $119,556
 $77,574
 $79,861
 $47,816
$118,563
 $118,683
 $119,556
 $77,574
 $79,861
Net cash provided by operating activities117,095
 105,158
 110,592
 85,583
 62,194
117,925
 117,669
 105,630
 110,592
 85,583
Net cash provided by (used in) investing activities7,746
 (154,333) (315,723) (355,752) (173,210)
Net cash (used in) provided by investing activities(10,341) 7,746
 (154,333) (315,723) (355,752)
Net cash (used in) provided by financing activities(127,903) 46,484
 208,671
 271,731
 103,094
(103,085) (128,477) 46,012
 208,671
 271,731
                  
                  
(1) Under the NAREIT definition, FFO represents net income available to common shareholders (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”), excluding gains (losses) from sales of depreciable property and impairment provisions on depreciable property or on equity investments in depreciable property plus real estate related depreciation and amortization (excluding amortization of financing costs), and adjustments for unconsolidated partnerships and joint ventures. See “Funds From Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income.
(1) Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis See “Funds From Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income.
(1) Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis See “Funds From Operations” in Item 7 for a discussion of FFO and a reconciliation of FFO to net income.


2526





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.  The financial information in this MD&A is based on results from continuing operations.

Overview

We are a fully integrated, self-administered, publicly-traded REIT specializing in the ownership, management, development and redevelopment of community shopping centers. Most of our properties are multi-anchored by supermarkets and/or national chain stores. Our primary business is managing and leasing space to tenants in the shopping centers we own.  We also manage certain centers for our unconsolidated joint ventures for which we charge fees.  Our credit risk, therefore, is concentrated in the retail industry.

At December 31, 2016,2017, we owned and managed, either directly or through our interest in real estate joint ventures, a total of 6759 shopping centers, with approximately 15.014.3 million square feet of gross leasable area owned by us and our joint ventures.  We also own various parcels of land available for development or for sale, the majority of which are adjacent to certain of our existing developed properties.

WeOur portfolio consists of town center and urban-infill neighborhood and power center properties that include national chain store tenants, market leading supermarket tenants, as well as a strong-line-up of smaller national retailers to optimize the overall merchandise mix. Our centers also include entertainment components, including theaters, fitness centers and restaurants, which, in addition to supermarkets, are predominantly a community shopping center company with a focus on managing and adding value todaily drivers of consumer traffic at our portfolio of centers that are primarily multi-anchored by grocery stores and/or nationally recognized discount department stores.  We believe that centers with a grocery and/or discount component attract consumers seeking value-priced products.  Since these products are required to satisfy everyday needs, customers often visit the centers on a weekly basis.  Over half of our shopping centers are anchored by tenants that sell groceries.  Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Kroger and Sprouts.properties. National chain anchor tenants in our centers include, among others, TJ Maxx/Marshalls, Bed Bath and Beyond, Dick’s Sporting Goods, and Home DepotDepot. Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Kroger, Aldi, and Dick's Sporting Goods.

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 a number ofkey growth markets in the 40 largest metropolitan markets in the central United States.  States such as Metro Detroit, Southeast Florida, Greater Denver, Cincinnati, St. Louis, Jacksonville, Tampa/Lakeland, Milwaukee, Chicago, Atlanta, and Minneapolis-St. Paul.

Our focus on these markets has enabled us to develop a thorough understanding of their unique characteristics. Throughoutcharacteristics and potentially take advantage of additional acquisition opportunities in these markets. Our consolidated portfolio was 93.3% leased at December 31, 2017 as compared to 94.4% at December 31, 2016. The decline in leased occupancy is primarily a result of the Gander Mountain, MC Sporting Goods and rue21 bankruptcies.

Hurricane Irma

In September 2017 Hurricane Irma made landfall in Florida where several of our primary regions, we have concentratedshopping centers are located. Certain of these centers incurred minimal damage, primarily to rooftops, signage and landscaping, as a numberresult of high winds. Overall, repair costs were less than $0.4 million which were partially offset by recovery income in accordance with our current tenant recovery rates. No centers in reasonable proximity to each other in order to achieve efficiencies in management, leasing and acquiring new properties.incurred repairs that exceeded our insurance deductible.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies require our most subjective judgment and use of estimates in the preparation of our consolidated financial statements.

Revenue Recognition and Accounts Receivable

Most of our leases contain non-contingent rent escalations for which we recognize income on a straight-line basis over the non-cancelable lease term.  This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the “Other Assets” line item in our consolidated balance sheets.  We review our unbilled straight-line rent receivable balance to determine the future collectability of revenue that will not be billed to

27





or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors. An allowance to write down the straight-line receivable balance is taken in the period that future collectability is uncertain.  


26





Additionally, we provide for bad debt expense based upon the allowance method of accounting. We continuously monitor the collectability of our accounts receivable from specific tenants, analyze historical bad debts, customer creditworthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts.  Allowances are taken for those balances that we have reason to believe will be uncollectible.  

For more information refer to Note 1 Organization and Summary of Significant Accounting Policies, Revenue Recognition and Accounts Receivable subtopics of the notes to the consolidated financial statements.

Acquisitions

Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the results of operations of an acquired property are included in our results of operations from the date of acquisition.  Estimates of fair values are based upon future cash flows and other valuation techniques in accordance with our fair value measurements policy, which are used to allocate the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, identifiable intangibles and any gain on purchase.  Identifiable intangible assets and liabilities include the effect of above-and below-market leases, the value of having leases in place (“as-is” versus “as if vacant” and absorption costs), other intangible assets such as assumed tax increment revenue bonds and out-of-market assumed mortgages.  Depreciation and amortization are computed using the straight-line method over the estimated useful lives of 40 years for buildings, and over the remaining terms of any intangible asset contracts and the respective tenant leases, which may include bargain renewal options. The impact of these estimates, including estimates in connection with acquisition values and estimated useful lives, could result in significant differences related to the purchased assets, liabilities and subsequent depreciation or amortization expense. For more information, refer to Note 1, Organization and Summary of Significant Accounting Policies - Real Estate of the notes to the consolidated financial statements.

Impairment

We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable.  These changes in circumstances include, but are not limited to, changes in occupancy, rental rates, tenant sales, net operating income, geographic location, real estate values and expected holding period.  The viability of all projects under construction or development, including those owned by unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use.  To the extent a project or an individual component of the project, is no longer considered to have value, the related capitalized costs are charged against operations.

Impairment provisions resulting from any event or change in circumstances, including changes in our intentions or our analysis of varying scenarios, could be material to our consolidated financial statements.

We recognize an impairment of an investment in real estate when the estimated discounted or undiscounted cash flow is less than the net carrying value of the property.  If it is determined that an investment in real estate is impaired, then the carrying value is reduced to the estimated fair value as determined by cash flow models and discount rates or comparable sales in accordance with our fair value measurement policy. Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets for further information regarding impairment provisions.


27
28






Results of Operations

Comparison of the Year Ended December 31, 20162017 to the Year Ended December 31, 20152016

The following summarizes certain line items from our audited statements of operations which we believe are important in understanding our operations and/or those items that have significantly changed during the year ended December 31, 2017 as compared to 2016:
  Year Ended December 31,    
  2017
 2016
 Dollar Change
 Percent Change
  (In thousands)  
Total revenue $265,082
 $260,930
 $4,152
 1.6 %
Recoverable operating expenses 27,653
 29,581
 (1,928) (6.5)%
Non-recoverable operating expense 4,449
 3,575
 874
 24.4 %
Real estate taxes 42,683
 41,739
 944
 2.3 %
Depreciation and amortization 91,335
 91,793
 (458) (0.5)%
General and administrative expense 26,159
 22,041
 4,118
 18.7 %
Provision for impairment 9,404
 977
 8,427
 862.5 %
Gain on sale of real estate 52,764
 35,781
 16,983
 47.5 %
Earnings from unconsolidated joint ventures 273
 454
 (181) (39.9)%
Interest expense and amortization of deferred financing fees 44,866
 44,514
 352
 0.8 %
Other gain on unconsolidated joint ventures 
 215
 (215) (100.0)%
(Loss) gain on extinguishment of debt 
 (1,256) 1,256
 NM
         
NM - Not meaningful        
Total revenue in 2017 increased $4.2 million, or 1.6% from 2016.  The increase is primarily due to the following:
$17.3 million increase related to acquisitions completed in 2017 and 2016;
$3.1 million increase at existing centers; offset by 
$14.8 million decrease related to properties sold in 2017 and 2016;
$1.1 million decrease related to disposal of our office building; and a
$0.1 million decrease in management and other fee income

The $3.1 million increase at existing centers was primarily the result of higher minimum rent. Recovery income from tenants decreased $1.4 million, or 2.2%, primarily due to lower net recoverable operating expenses and real estate taxes of $1.0 million.

Recoverable operating expense in 2017 decreased $1.9 million, or (6.5)%, from 2016 primarily due to a decrease at existing centers of $1.3 million, as a result of lower spending, as well as a net decrease in operating expenses from acquisition and disposition activity of $0.6 million.

Non-recoverable operating expense in 2017 increased $0.9 million, or 24.4%, from 2016 primarily due to ground rent expense at a property acquired in the fourth quarter of 2016.

Real estate tax expense in 2017 increased $0.9 million, or 2.3%, from 2016, primarily due to incremental tax increases within existing properties of $0.6 million, as well as net tax increases from acquisition and disposition activity of $0.3 million.

Depreciation and amortization expense in 2017 decreased $(0.5) million, or (0.5)%, from 2016.  The net decrease was primarily attributable to tenant bankruptcy and vacancy write-offs in 2017 resulting in partial year expense recognition, lease origination costs reaching full amortization and a reduction in expense from property dispositions. The net decrease was partially offset by depreciation and amortization on new building and improvement assets and lease origination costs from the 2017 and 2016 acquisitions.

General and administrative expense in 2017 increased $4.1 million, or 18.7%, from 2016. The increase was primarily due to increased costs associated with professional fees, the change in performance-based executive compensation recognized in the respective periods and an increase in wages.


29





During 2017 we recorded an impairment provision totaling $9.4 million, of which $8.4 million was on shopping centers classified as income producing and $1.0 million on land held for development or sale. The adjustments were triggered by changes in associated sales price assumptions, a purchase price reduction at one property and changes in the expected use of the land. Impairment provisions of $1.0 million recorded in 2016 related to developable land held for sale triggered by unforeseen increases in development costs and changes in the associated sales price assumptions. Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for further information related to impairment provisions.

Gain on sale of real estate was $52.8 million in 2017. In the comparable period in 2016 we had a gain of $35.8 million. Refer to Note 4 of the notes to the consolidated financial statements for further detail on dispositions.

Earnings from unconsolidated joint ventures in 2017 decreased $0.2 million from 2016.  The decrease was primarily due to the reduced level of properties in unconsolidated joint ventures for the majority of 2017 as compared to 2016.

Interest expense increased in 2017 by $0.4 million, or 0.8% from 2016, primarily due to a 7% increase in our average outstanding debt and lower debt premium amortization, offset partially by a 30 basis point decline in our weighted average interest rate.

Loss on extinguishment of debt of approximately $1.3 million in 2016 resulted from a $0.9 million loss upon the conveyance of our Aquia office property to the lender and a $0.4 million cash prepayment penalty on a mortgage payoff in 2016. There was no loss on extinguishment of debt in 2017.

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015

The following summarizes certain line items from our audited statements of operations which we believe are important in understanding our operations and/or those items which have significantly changed during the year ended December 31, 2016 as compared to 2015:
 Year Ended December 31,     Year Ended December 31,    
 2016
 2015
 Dollar Change
 Percent Change
 2016
 2015
 Dollar Change
 Percent Change
 (In thousands)   (In thousands)  
Total revenue $260,930
 $251,790
 $9,140
 3.6 % $260,930
 $251,790
 $9,140
 3.6 %
Operating expenses 33,156
 34,875
 (1,719) (4.9)%
Real estate taxes 41,739
 38,737
 3,002
 7.7 %
Operating expense 33,156
 34,875
 (1,719) (4.9)%
Real estate tax 41,739
 38,737
 3,002
 7.7 %
Depreciation and amortization 91,793
 89,439
 2,354
 2.6 % 91,793
 89,439
 2,354
 2.6 %
General and administrative expense 22,041
 20,077
 1,964
 9.8 % 22,041
 20,077
 1,964
 9.8 %
Provision for impairment 977
 2,521
 (1,544) (61.2)% 977
 2,521
 (1,544) (61.2)%
Gain on sale of real estate 35,781
 17,570
 18,211
 103.6 % 35,781
 17,570
 18,211
 103.6 %
Earnings from unconsolidated joint ventures 454
 17,696
 (17,242) (97.4)%
Earnings (loss) from unconsolidated joint ventures 454
 17,696
 (17,242) NM
Interest expense and amortization of deferred financing fees 44,514
 42,211
 2,303
 5.5 % 44,514
 42,211
 2,303
 5.5 %
Other gain on unconsolidated joint ventures 215
 7,892
 (7,677) (97.3)% 215
 7,892
 (7,677) NM
(Loss) gain on extinguishment of debt (1,256) 1,414
 (2,670) NM
Gain (loss) on extinguishment of debt (1,256) 1,414
 (2,670) NM
                
NM - Not meaningful          
  
  
  

Total revenue in 2016 increased $9.1 million, or 3.6%, from 2015.  The increase is primarily due to the following:
$16.0 million increase related to acquisitions completed in 2016 and 2015;
$3.9 million increase at existing centers; offset by 
$9.2 million decrease related to properties sold in 2016 and 2015;
$1.2 million decrease in management and other fee income; and
$0.4 million decrease related to the disposal of our office building.


30





Operating expense in 2016 decreased $1.7 million, or 4.9%, from 2015 primarily due to certain operating costs direct billed to tenants by the service provider which were previously part of the Company’s recovery cost, lower bad debt expense and our dispositions which were partially offset by the impact of a full year from our 2015 acquisitions.

Real estate tax expense in 2016 increased $3.0 million, or 7.7%, from 2015, primarily due to our 2015 acquisitions and incremental tax increases within existing properties, partially offset by dispositions.

Depreciation and amortization expense in 2016 increased $2.4 million, or 2.6%, from 2015.  The increase was primarily related to a $4.5 million increase from our nine acquisitions in 2015, one acquisition in 2016, new development completion and other capital activities offset by a decrease of $2.2 million related to properties disposed of.

General and administrative expense in 2016 increased $2.0 million, or 9.8%, from 2015.  The increase was primarily due to increased costs associated with our long-term incentive plans, including increased stock compensation in 2016 related to a one-time award to our current Chief Financial Officer in December 2015. By way of contrast, general and administration expense in 2015 included a reversal of expense attributable to the resignation of our former Chief Financial Officer.

Impairment provisions of $1.0 million recorded in 2016 related to developable land held for sale triggered by unforeseen increases in development costs and changes in the associated sales price assumptions. In 2015 our impairment provisions totaled $2.5 million related to our plan to sell certain land parcels that we had previously intended to develop.  Refer to Note 1 Organization and Summary of Significant Accounting Policies - Accounting for the Impairment of Long-Lived Assetsof the notes to the consolidated financial statements for further information related to impairment provisions.

Gain on sale of real estate was $35.8 million in 2016. In the comparable period in 2015 we had a gain of $17.6 million. Refer to Note 4 of the notes to the consolidated financial statements for further detail on dispositions.

28





Earnings from unconsolidated joint ventures in 2016 decreased $17.2 million from 2015.  The decrease was primarily due to the reduced level of properties in unconsolidated joint ventures following sales in 2015.

Interest expense and amortization of deferred financing fees increased in 2016 by $2.3 million, or 5.5% from 2015, primarily due to changesan 8% increase in the composition between senior unsecured notes and mortgageour average outstanding debt, as well as higheroffset partially by a 15 basis point decline in our weighted average balancesinterest rate.

Other gain on our term loan and revolving credit facility.
Gain on remeasurement of unconsolidated joint ventures in 2016 was $0.2 million, primarily due to the reduced level of activity in our unconsolidated joint ventures. In 2015 we acquired our partners' interest in seven properties. The 2015 gain on remeasurementof $7.9 million represents the difference between the carrying value and the fair value of our previously held equity investment in the seven properties. In 2016 only a single property was disposed of by a joint venture.

Loss on extinguishment of debt of approximately $1.3 million in 2016 resulted from a $0.9 million loss upon the conveyance of our Aquia office property to the lender and a $0.4 million cash prepayment penalty on a mortgage payoff in 2016 with an original maturity of April 2017 comparedin order to issue unsecured long term financing at a lower interest rate. The gain of $1.4 million in 2015 related to the write-off of debt premiums associated with the early payoff of corresponding debt.
Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014
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, 2015 as compared to 2014:
  Year Ended December 31,    
  2015
 2014
 Dollar Change
 Percent Change
  (In thousands)  
Total revenue $251,790
 $218,363
 $33,427
 15.3 %
Operating expense 34,875
 30,952
 3,923
 12.7 %
Real estate tax 38,737
 31,474
 7,263
 23.1 %
Depreciation and amortization 89,439
 81,182
 8,257
 10.2 %
General and administrative expense 20,077
 21,670
 (1,593) (7.4)%
Provision for impairment 2,521
 27,865
 (25,344) (91.0)%
Gain on sale of real estate 17,570
 10,857
 6,713
 61.8 %
Earnings (loss) from unconsolidated joint ventures 17,696
 75
 17,621
 NM
Interest expense and amortization of deferred financing fees 42,211
 35,188
 7,023
 20.0 %
Other gain on unconsolidated joint ventures 7,892
 117
 7,775
 NM
Gain (loss) on extinguishment of debt 1,414
 (860) 2,274
 NM
         
NM - Not meaningful  
  
  
  

Total revenue in 2015 increased $33.4 million, or 15.3%, from 2014.  The increase is primarily due to the following:
$32.3 million increase related to acquisitions completed in 2015 and 2014; 
$2.9 million increase due to the completion of Phase I of Lakeland Park Center;
$4.0 million increase at existing centers primarily related to redevelopment or re-tenanting activities; offset by
$5.8 million decrease related to properties sold in 2014 and reduced management fee income and lower office tenant revenue in 2015.
Operating expense in 2015 increased $3.9 million, or 12.7%, from 2014 primarily due to our 2015 and 2014 acquisitions.
Real estate tax expense in 2015 increased $7.3 million, or 23.1%, from 2014, primarily due to our 2015 and 2014 acquisitions.

Depreciation and amortization expense in 2015 increased $8.3 million, or 10.2%, from 2014.  The increase was primarily related to a $14.8 million increase from our acquisitions in 2015 and 2014, new development completion and other capital activities offset by a decrease of $6.5 million related to sold properties and accelerated depreciation for demolition of certain centers undergoing redevelopment in 2014.

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General and administrative expense in 2015 decreased $1.6 million, or 7.4%, from 2014.  The decrease was primarily due to lower costs associated with our long-term incentive plans which are based on our stock price performance relative to a group of our peers and the reversal of share based and long-term compensation expense related to the previous Chief Financial Officer offset in part by a one-time award to our new Chief Financial Officer.
Impairment provisions of $2.5 million recorded in 2015 related to developable land that was subsequently sold in the second quarter of 2015.  In 2014 our impairment provisions totaled $27.9 million.  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 $17.6 million in 2015. In the comparable period in 2014 we had a gain of $10.9 million. Refer to Note 4 of the notes to the consolidated financial statements for further detail on dispositions.
Earnings from unconsolidated joint ventures in 2015 increased $17.6 million from 2014. The increase was primarily related to our proportionate share of gains totaling $16.5 million generated by the sale of ten properties owned by two of our joint ventures. In addition, in 2014 we recorded accelerated depreciation expense as a result of the demolition of a portion of centers for redevelopment and additional proceeds related to the 2011 sale of a joint venture property. Refer to Note 7 of the notes to the consolidated financial statements for additional information regarding our unconsolidated joint venture sales activity.
Interest expense and amortization of deferred financing fees increased in 2015 by $7.0 million, or 20% from 2014, primarily due to the issuance of new senior unsecured notes and higher average loan balances on our credit facility.
Gain on remeasurement of unconsolidated joint ventures in 2015 was $7.9 million, triggered by our acquisition of our partner's equity interest in seven properties. The gain on remeasurement represents the difference between the carrying value and the fair value of our previously held equity investment in the properties. In 2014, we recognized a similar gain of $0.1 million.
Gain on extinguishment of debt of approximately $1.4 million in 2015 was related to the write-off of debt premiums associated with two mortgages that were repaid compared to a loss of $0.9 million in 2014 related to write-off of deferred financing costs associated with the early payoff of unsecured term loan debt.
Liquidity and Capital Resources
The majority
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 is generatedflow from operations, and is dependent on the rents thatalthough from time to time we are ablemay borrow or sell assets to charge and collect from our tenants. The principal usesfinance a portion of our liquidity and capital resources are for operations, developments, redevelopments, including expansion and renovation programs, acquisitions and debt repayment.  In addition, we make quarterly dividend payments in accordance with REIT requirements for distributing the substantial majority of our taxable income on an annual basis.those uses. We anticipate thatbelieve the combination of cash on hand, cashflow from operations, availabilitycash balances, available borrowings under our credit facilities, additional financings,Unsecured Credit Facility, issuance of long-term debt, property dispositions, and issuance of equity offerings and the salesecurities will provide adequate capital resources to fund all of existing properties will satisfy our expected working capital requirements throughuses over at least the next 12 months. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given.

We believe our current capital structure provides us with the financial flexibility to fund our current capital needs. We intend to continue to enhance our financial and operational flexibility by extending the duration of our debt, appropriately ladder our debt maturities and further expand our unencumbered asset base. In addition, we believe we have access to multiple forms of capital which includes unsecured corporate debt, preferred and common equity including our at-the-market equity program we have in place.


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At December 31, 20162017 and 2015,2016, we had $14.7$12.9 million and $15.4$14.7 million, respectively, in cash and cash equivalents and restricted cash.  Restricted cash was comprised primarily of funds held in escrow by lenders to pay real estate taxes, insurance premiums and certain capital expenditures, in addition to deposits on potential future acquisitions.
Short-Term Liquidity Requirements
Our short-term liquidity needs are met primarily from rental income and expense recoveries and consist primarily In the fourth quarter of funds necessary2017 we repaid $36.3 million of mortgage debt originally scheduled to pay operating expenses associated with our properties, interest and scheduled principal payments on our debt, quarterly dividend payments (including distributions to OP unit holders) and capital expenditures related to tenant improvements and redevelopment activities, as well as general corporate expenses. We believe that our cash on hand, retained cash flow from operations along with, availability under our revolving credit facility, issuance of equity, as well as other debt and equity alternatives is sufficient to meet these obligations.
mature in early 2018. As of December 31, 20162017 we had $263.5no debt maturing in 2018. As of December 31, 2017 we had $318.7 million available to be drawn on our $350.0 million unsecured revolving credit facility subject to our compliance with certain covenants.

Our long-term liquidity needs consist primarily of funds necessary to pay indebtedness at maturity, potential acquisitions of properties, redevelopment of existing properties, the development of land and non-recurring capital expenditures. We continually search for investment opportunities that may require additional capital and/or liquidity, which will afford us the opportunity to significantly increase our return on total investment. We will continue to pursue the strategy of selling mature properties or non-core assets that no longer meet our investment criteria. Our ability to obtain acceptable selling prices and satisfactory terms and financing will impact the timing of future sales. We anticipate using net proceeds from the sale of properties to reduce outstanding debt and support current and future growth initiatives.

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We continually search for investment opportunities To the extent that may require additional capital and/or liquidity.  As of December 31, 2016, we had one proposed property acquisition under contract and one property disposition under contract, subjectasset sales are not sufficient to due diligence contingencies.
Long-Term Liquidity Requirements

Ourmeet our long-term liquidity needs, consist primarily of funds necessarywe expect to pay indebtedness at maturity, potential acquisitions of properties, redevelopment of existing properties, the development of land and non-recurring capital expenditures.meet such needs by incurring debt or issuing equity.

The following is a summary of our cash flow activities:
Year Ended December 31,Year Ended December 31,
2016 2015 20142017 2016 2015
(In thousands)(In thousands)
Cash provided by operating activities$117,095
 $105,158
 $110,592
$117,925
 $117,669
 $105,630
Cash provided by (used in) investing activities7,746
 (154,333) (315,723)
Cash (used in) provided by investing activities(10,341) 7,746
 (154,333)
Cash (used in) provided by financing activities(127,903) 46,484
 208,671
(103,085) (128,477) 46,012

Operating Activities

We anticipate that cash on hand, operating cash flows, borrowings under our revolving credit facility, issuance of equity, as well as other debt and equity alternatives, will provide the necessary capital that we require to operate. Net cash flow provided by operating activities increased $11.9$0.3 million in 20162017 compared to 20152016 primarily due to the following:

Operating income, adjusted for non-cash activity, increased $3.0$0.5 million;
net accounts receivable decreased $8.6$3.8 million;
accounts payable, accrued expenses and other liabilities, and other assets decreasedincreased approximately $1.5$2.8 million; and
long-term and share-based compensation expense increased $1.9 million; and
net interest expense increased approximately $2.3 million due to the composition between senior unsecured notes and mortgage debt, as well as a higher average balances of our term loan and revolving credit facility.$0.9 million.

Investing Activities

Net cash fromused in investing activities increased $162.1$18.1 million compared to 20152016 primarily due to:

Acquisitions of real estate decreased $139.9increased $152.9 million;
Development and capital improvements to real estate increased $11.1decreased $8.8 million;
Net proceeds from the sale of real estate increased $45.0$125.5 million; and
Distributions from sales of joint venture properties decreased $12.8$1.3 million; and
Restricted cash increased $1.0$1.8 million.

In early 2017 we acquired two properties at a combined gross purchase price of $164.3 million, net of $4.0 million paid in the previous year as deposits and three outparcel acquisitions throughout the year with a combined gross purchase price of $1.6 million. In 2016 we acquired one property in the fourth quarter for $32.0 million. Proceeds of $19.0 million from a prior disposal were placed into escrow at closing and subsequently released for the 2016 acquisition under an Internal Revenue Code Section 1031 exchange.

At December 31, 2017, we had six properties under redevelopment or expansion that have an estimated cost of $73.7 million, of which $33.9 million remains to be invested. Completion for these projects is expected over the next year.

During 2017 we closed eleven property dispositions, a Walgreen’s Data Center and five outparcel sales with aggregate net selling proceeds of $216.5 million. In 2016 we sold six properties and six outparcels with aggregate net selling proceeds of $91.0 million. Refer to Note 4 Property Acquisitions and Dispositions of the notes to the consolidated financial statements for additional information related to dispositions.

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Financing Activities

Cash flowsNet cash used in financing activities were $127.9decreased $25.4 million as compared to cash flows provided by financing activities of $46.5 million in 2015.  This difference of $174.4 million is2016 primarily explained by:due to:

net proceeds from commoncosts associated with our share issuancesdistribution agreement decreased $17.3$0.2 million;
an increase in cash dividends to common shareholders of $3.7$2.5 million primarily due to an increase in our per share quarterly dividend payment; and
a decrease in cash paid for OP unit redemptions of $2.3$1.5 million; offset
an increase in part bycash paid for taxes on restricted stock vesting of (0.1) million; and
a decrease in net borrowings of $157.2$26.2 million including debt extinguishment costs and deferred financing costs.

As of December 31, 2016, $263.52017, $318.7 million was available to be drawn on our $350.0 million unsecured revolving credit facility subject to our compliance with certain covenants. It is anticipated that additional funds borrowed under our credit facilities will be used for general corporate purposes, including working capital, capital expenditures, the repayment of indebtedness or other corporate activities.  For further information on the credit facilities and other debt, refer to Note 8 of notes to the consolidated financial statements.

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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 $0.85$0.88 per common share to shareholders in 2016.  In the third quarter we increased our quarterly dividend 4.8% to $0.22 per share, or an annualized amount of $0.88 per share.2017. Cash dividends for 2016 and 2015 were $0.85 and 2014 were $0.8100 and $0.7625$0.81 per common share, respectively. Our dividend policy is to make distributions to shareholders of at least 90% of our REIT taxable income, excluding net capital gain, in order to maintain qualification as a REIT. On an annualized basis, our current dividend is above our estimated minimum required distribution.  Distributions paid by us are expected to be funded from cash flows from operating activities.  To the extent that cash flows from operating activities are insufficient to pay total distributions for any period, alternative funding sources could be used.  Examples of alternative funding sources may include proceeds from sales of real estate and bank borrowings.  AlthoughAs of December 31, 2017 we may use alternative sources of cashhad $318.7 million available to fund distributions in a given period, we expect that distribution requirements for an entire year will be metdrawn on our $350.0 million unsecured revolving credit facility subject to compliance with cash flows from operating activities.
 Year Ended December 31,
 2016 2015 2014
 (In thousands)
Cash provided by operating activities$117,095
 $105,158
 $110,592
      
Cash distributions to preferred shareholders(6,701) (6,977) (7,250)
Cash distributions to common shareholders(67,710) (63,972) (54,149)
Cash distributions to operating partnership unit holders(1,667) (1,804) (1,716)
Total distributions$(76,078) $(72,753) $(63,115)
Surplus$41,017
 $32,405
 $47,477
      
certain covenants.
 
In June 2016, we terminated our previous controlled equity offering arrangement and commenced a new distribution agreement that registered up to 8.0 million common shares for issuance from time to time, in our sole discretion. The shares issuable in the new distribution agreement are registered with the Securities and Exchange Commission on our registration statement on Form S-3 (No. 333-211925).

Debt

At December 31, 2017, we had $30.0 million outstanding on our revolving credit facility, $120.9 million of fixed rate mortgage loans encumbering certain properties, $210.0 million of unsecured term loan facilities, $610.0 million in senior unsecured notes and $28.1 million of junior subordinated notes.

In 2017, we completed eleven property and five land dispositions, generating net proceeds of approximately $216.5 million. Proceeds from these dispositions were used to fund the acquisition of two properties, net of previous deposits, for $164.3 million and repay borrowings under our revolving credit facility.

On September 14, 2017, we closed on our amended and restated $350.0 million unsecured revolving credit facility. The credit facility matures September 2021 and may be extended one year to 2022 through two six-month options. Borrowings on the credit facility will be priced at LIBOR plus a margin of between 1.30% and 1.95% based on our leverage ratio as calculated under the credit facility. Additionally, the facility allows for increased borrowing capacity up to $650.0 million through an accordion feature.

In December 2017, we issued $75.0 million senior unsecured notes. The notes were issued in three maturity tranches as follows: $25.0 million, maturing 2022, at a rate of 4.13%; $30.0 million maturing 2027, at a rate of 4.57%; and $20.0 million maturing 2029, at a rate of 4.72%. Proceeds from this issuance were used to repay without penalty $36.3 million of mortgage debt originally scheduled to mature in early 2018 and for general corporate purposes.


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In November 2017, we amended and repriced our $75.0 million term loan due 2021 to reduce the loans interest rate by 35 basis points for the remainder of the term.

In addition, we had interest rate swap derivative instruments in effect for an aggregate notional amount of $270.0 million converting a portion of our floating rate corporate debt to fixed rate debt. After taking into account the impact of converting our variable rate debt to fixed rate debt by use of the interest rate swap agreements, at December 31, 2017, we had $58.1 million of variable rate debt outstanding.

Off Balance Sheet Arrangements

Real Estate Joint Ventures
 
We consolidate entities in which we own less than 100% equity interest if we have a controlling interest or are the primary beneficiary in a variable interest entity, as defined in the Consolidation Topic of FASB ASC 810.  From time to time, we enter into joint venture arrangements from which we believe we can benefit by owning a partial interest in one or more properties.

As of December 31, 2016,2017, our investments in unconsolidated joint ventures were approximately $3.2$3.5 million representing our ownership interestinterest in three jointfour 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.

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Contractual Obligations

The following are our contractual cash obligations as of December 31, 2016:2017:
Payments due by period    Payments due by period    
Contractual ObligationsTotal Less than 1 year 1-3 years 3-5 years More than 5 yearsTotal Less than 1 year 1-3 years 3-5 years More than 5 years
(In thousands)(In thousands)
Mortgages and notes payable:                  
Scheduled amortization$18,545
 $3,203
 $8,095
 $3,956
 $3,291
$15,071
 $2,561
 $7,772
 $2,277
 $2,461
Payments due at maturity1,001,298
 
 225,165
 162,949
 613,184
983,998
 
 244,865
 204,508
 534,625
Total mortgages and notes payable (1)
1,019,843
 3,203
 233,260
 166,905
 616,475
999,069
 2,561
 252,637
 206,785
 537,086
Interest expense (2)
321,600
 41,062
 112,062
 88,027
 80,449
281,637
 41,455
 114,231
 54,604
 71,347
Employment contracts1,914
 1,314
 600
 
 
2,812
 1,349
 1,463
 
 
Capital lease1,600
 100
 300
 200
 1,000
1,500
 100
 300
 200
 900
Operating leases102,115
 1,485
 3,635
 1,712
 95,283
100,630
 1,494
 2,997
 1,712
 94,427
Construction commitments5,859
 5,859
 
 
 
20,753
 20,753
 
 
 
Development obligations4,840
 583
 1,399
 571
 2,287
Total contractual obligations$1,452,931
 $53,023
 $349,857
 $256,844
 $793,207
$1,411,241
 $68,295
 $373,027
 $263,872
 $706,047
                  

(1) 
Excludes $5.1$4.0 million of unamortized mortgage debt premium and $3.7$3.8 million in deferred financing costs.
(2) 
Variable rate debt interest is calculated using rates at December 31, 2016.2017.
We anticipate that the combination of cash on hand, cash provided from operating activities, the availability under our credit facility ($263.5 million at December 31, 2016 subject to our compliance with certain covenants), our access to the capital markets and the potential sale of existing properties will satisfy our expected working capital requirements through at least the next 12 months.

At December 31, 2016,2017, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Mortgages and notes payable

See the analysis of our debt included in “Liquidity and Capital Resources” above.


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Employment Contracts

At December 31, 2016,2017, we had employment contracts with our Chief Executive, Chief Financial and Chief Operating Officers, that contain minimum guaranteed compensation.  All other employees are subject to at-will employment.

Operating and Capital Leases

We lease office space for our corporate headquarters under an operating lease that expires in August 2019.

We have a capital ground lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky. The lease provides for fixed annual payments of $0.1 million through maturity in December 2032, at which time we can acquire the centerland for one dollar.

We also have aan operating ground lease at Centennial Shops located in Edina, Minnesota. The lease includes rent escalations throughout the lease period and expires in April 2105.

Construction Costs

In connection with the development and expansion of various shopping centers as of December 31, 2016,2017, we have entered into agreements for construction activities with an aggregate cost of approximately $5.9$20.8 million.


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Planned Capital Spending
 
We are focused on our core strength of enhancing the value of our existing portfolio of shopping centers through successful leasing efforts and the completion of our redevelopment projects currently in process.  

For 2017,2018, we anticipate spending between $60.0between $80.0 million and $70.0$100.0 million for capital expenditures, of which $5.9$20.8 million is reflected in the construction commitments in the above contractual obligations table. The total anticipated spending relates to redevelopment projects, tenant improvements and leasing costs. Estimates for future spending will change as new projects are approved.

Capitalization

At December 31, 20162017 our total market capitalization was $2.5$2.3 billion and is detailed below:
 (In thousands)
Net debt (including property-specific mortgages, unsecured revolving credit facility, term loans and capital lease obligation net of $3.6 million in cash)$1,017,327
Common shares, OP units, and dilutive securities based on market price of $16.58 at December 31, 20161,349,314
Convertible perpetual preferred shares based on market price of $61.28 at December 31, 2016113,307
Total market capitalization$2,479,948
  
Net debt to total market capitalization41.0%
  
 (In thousands)
Net debt (including property-specific mortgages, unsecured revolving credit facility, term loans and capital lease obligation net of $8.1 million in cash)$1,004,709
Common shares, OP units, and dilutive securities based on market price of $14.73 at December 31, 20171,200,024
Convertible perpetual preferred shares based on market price of $57.66 at December 31, 2017106,613
Total market capitalization$2,311,346
  
Net debt to total market capitalization43.5%
  

At December 31, 2016,2017, noncontrolling interests represented a 2.4%2.3% ownership in the Operating Partnership.  The OP Units may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis.  We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash. Assuming the exchange of all OP Units, there would have been 81,188,91981,282,641 of our common shares of beneficial interest outstanding at December 31, 2016,2017, with a market value of approximately $1.3$1.2 billion.

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Non-GAAP Financial Measures

Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operations results. We believe these additional measures provide users of our financial information additional comparable indicators of our industry, as well as our performance.

Funds From Operations

We consider funds from operations, also known as “FFO,” to be an appropriate supplemental measure of the financial performance of an equity REIT.  Under the NAREIT definition, FFO represents net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis.

In addition to FFO available to common shareholders, we include Operating FFO available to common shareholders as an additional measure of our financial and operating performance. Operating FFO excludes acquisition costs and periodic items such as impairment provisions on land available for development or sale, bargain purchase gains, accelerated amortization of debt premiums and gains or losses on extinguishment of debt that are not adjusted under the current NAREIT definition of FFO.  We provide a reconciliation of FFO to Operating FFO. FFO and Operating FFO should not be considered alternatives to GAAP net income available to common shareholders or as alternatives to cash flow as measures of liquidity.

While we consider FFO available to common shareholders and Operating FFO available to common shareholders useful measures for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable.

We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common shareholders.  FFO and Operating FFO available to common shareholders do not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties.  In addition, FFO and Operating FFO do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs, including the payment of dividends.  FFO and Operating FFO are simply used as additional indicators of our operating performance.  The following table illustrates the calculations of FFO and Operating FFO:

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Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
(In thousands, except per share data)(In thousands, except per share data)
Net income (loss)$61,112
 $66,895
 $(2,412)
Net (income) loss attributable to noncontrolling partner interest(1,448) (1,786) 48
Net income$70,719
 $61,112
 $66,895
Net (income) attributable to noncontrolling partner interest(1,659) (1,448) (1,786)
Preferred share dividends(6,701) (6,838) (7,250)(6,701) (6,701) (6,838)
Preferred share conversion costs
 (500) 

 
 (500)
Net income (loss) available to common shareholders52,963
 57,771
 (9,614)62,359
 52,963
 57,771
Adjustments:     
     
Rental property depreciation and amortization expense91,610
 89,289
 80,826
91,097
 91,610
 89,289
Pro-rata share of real estate depreciation from unconsolidated joint ventures310
 1,782
 4,719
302
 310
 1,782
Gain on sale of depreciable real estate(34,106) (13,529) (10,022)(51,977) (34,108) (13,529)
Gain on sale of joint venture depreciable real estate (1)
(26) (16,489) 

 (26) (16,489)
Provision for impairment on income-producing properties
 
 4,580
8,422
 
 
Other gain on unconsolidated joint ventures (2)
(215) (7,892) (117)
 (215) (7,892)
FFO available to common shareholders110,536
 110,932
 70,372
110,203
 110,534
 110,932
Noncontrolling interest in Operating Partnership (3)
1,448
 1,786
 (48)1,659
 1,448
 1,786
Preferred share dividends (assuming conversion) (4)
6,701
 6,838
 7,250
6,701
 6,701
 6,838
FFO available to common shareholders and dilutive securities$118,685
 $119,556
 $77,574
$118,563
 $118,683
 $119,556
          
Gain on sale of land(1,673) (4,042) (835)(787) (1,673) (4,042)
Provision for impairment for land available for development or sale977
 2,521
 23,285
982
 977
 2,521
Loss (gain) on extinguishment of debt1,256
 (1,414) 860

 1,256
 (1,414)
Accelerated amortization of debt premium(128) 
 
110
 (128) 
Gain on extinguishment of joint venture debt, net of RPT expenses (1)

 
 (106)
Severance expense715
 492
 35
Acquisition costs316
 644
 1,890

 316
 644
Preferred share conversion costs
 500
 

 
 500
Operating FFO available to common shareholders and dilutive securities$119,433
 $117,765
 $102,668
$119,583
 $119,923
 $117,800
          
Weighted average common shares79,236
 78,848
 72,118
79,344
 79,236
 78,848
Shares issuable upon conversion of Operating Partnership Units (3)
1,943
 2,187
 2,250
1,917
 1,943
 2,187
Dilutive effect of restricted stock199
 187
 217
186
 199
 187
Shares issuable upon conversion of preferred shares (4)
6,630
 6,692
 7,019
6,740
 6,630
 6,692
Weighted average equivalent shares outstanding, diluted88,008
 87,914
 81,604
88,187
 88,008
 87,914
          
Diluted earnings (loss) per share (5)
$0.66
 $0.73
 $(0.14)$0.78
 $0.66
 $0.73
Per share adjustments for FFO available to common shareholders and dilutive securities0.69
 0.63
 1.09
0.56
 0.69
 0.63
FFO available to common shareholders and dilutive securities per share, diluted1.35
 1.36
 0.95
1.34
 1.35
 1.36


 

  

 

  
Per share adjustments for Operating FFO available to common shareholders and dilutive securities0.01
 (0.02) 0.32
0.02
 0.01
 (0.02)
Operating FFO available to common shareholders and dilutive securities per share, diluted$1.36
 $1.34
 $1.27
$1.36
 $1.36
 $1.34
          
 
(1) 
Amount included in earnings (loss) from unconsolidated joint ventures.
(2) 
The gain represents the difference between the carrying value and the fair value of our previously held equity investment in the joint properties triggered by disposals of joint venture properties.
(3) 
The total noncontrolling interest reflects OP units convertible 1:1 into common shares.
(4) 
Series D convertible preferred shares were dilutive for FFO for the years ended December 31, 2016 and 2015, were anti-dilutive for the comparable period in 2014. In 2016,2017, our Series D convertible preferred shares paid annual dividends of $6.7 million and are currently convertible into approximately 6.6 million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $1.01 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.6.7
million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $1.00 per diluted share per year The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred shares on FFO and earnings per share in future periods.
(5) 
The denominator to calculate diluted earnings per share excludes shares issuable upon conversion of Operating Partnership Units and preferred shares for all periods reported. In addition, the denominator to calculate diluted earnings per share also for the year ended December 31,2014 also excludes restricted share awards under the treasury method.


3637





Same Property Operating Income

Same Property Operating Income ("Same Property NOI"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 dispositions 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 properties.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 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.

Acquisition and redevelopment properties removed from the pool will not be added until owned and operated or construction is complete for the entirety of both periods being compared. 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, Three Months Ended December 31, Twelve Months Ended December 31,
Property Designation 20162015 20162015 20172016 20172016
Same-property 61 52 49 49
Acquisitions (1)
 1 8 3 3
Redevelopment (2)
 3 5 4 4
Total wholly owned properties 65 65 56 56
  
(1) Includes the following property for the three months ended December 31, 2016 and 2015: Centennial Shops. Includes the following properties for the twelve months ended December 31, 2016 and 2015: Centennial Shops, Crofton Centre, Market Plaza, Olentangy Plaza, Peachtree Hill, Rolling Meadows, Shops on Lane Avenue and Millennium Park.
(2) Includes the following properties for the three months ended December 31, 2016 and 2015: Hunter's Square, West Oaks, and Deerfield Towne Center. Includes the following properties for the twelve months ended December 31, 2016 and 2015: Hunter's Square, West Oaks, Deerfield Towne Center, Merchant's Square and Promenade at Pleasant Hill. The entire property indicated for each period is completely excluded from same property NOI.
 

(1)
Includes the following properties for the three and twelve months ended December 31, 2017 and 2016: Centennial Shops, Providence Marketplace and Webster Place.
(2)
Includes the following properties for the three months ended December 31, 2017 and 2016: Deerfield Towne Center, Hunter’s Square, Woodbury Lakes and West Oaks. The entire property indicated for each period is completely excluded from the same property NOI.


3738







The following is a reconciliation of our Operating Income to Same Property NOI:
 Three Months Ended December 31, Twelve Months Ended December 31,
 2016 2015 2016 2015
 (in thousands)
        
Operating income$17,905
 $16,102
 $70,908
 $65,497
        
Adjustments:       
Management and other fee income(98) (331) (529) (1,753)
Depreciation and amortization21,986
 25,042
 91,793
 89,439
Acquisition costs198
 70
 316
 644
General and administrative expenses4,967
 5,709
 22,041
 20,077
Provision for impairment
 
 977
 2,521
Properties excluded from pool - Acquisitions(457) (22) (18,164) (6,991)
Properties excluded from pool - Development/Redevelopment(4,289) (3,612) (20,121) (17,977)
Properties excluded from pool - Dispositions15
 (2,854) (5,788) (11,896)
Non-comparable income/expense adjustments (1)
(2,065) (1,234) (1,416) (1,300)
Recovery income proforma adjustment (2)
443
 (40) 322
 (161)
Adjustments to NOI attributable to partial redevelopment(707) (431) (1,719) (1,047)
Same Property NOI without redevelopment$37,898
 $38,399
 $138,620
 $137,053
        
 Three Months Ended December 31, Twelve Months Ended December 31,
 2017 2016 2017 2016
 (in thousands)
        
Net income available to common shareholders$19,248
 $5,235
 $62,359
 $52,963
Preferred share dividends1,675
 1,676
 6,701
 6,701
Net income attributable to noncontrolling partner interest501
 166
 1,659
 1,448
Income tax provision24
 65
 143
 299
Interest expense10,995
 10,696
 44,866
 44,514
Costs associated with early extinguishment of debt
 409
 
 1,256
Earnings from unconsolidated joint ventures(50) (117) (273) (454)
Gain on sale of real estate(16,843) (96) (52,764) (35,781)
Gain on remeasurement of unconsolidated joint venture
 
 
 (215)
Other expense, net96
 (129) 708
 177
Management and other fee income(141) (98) (455) (529)
Depreciation and amortization22,053
 21,986
 91,335
 91,793
Acquisition costs
 198
 
 316
General and administrative expenses7,383
 4,967
 26,159
 22,041
Provision for impairment982
 
 9,404
 977
Lease termination fees(23) (71) (83) (139)
Amortization of lease inducements44
 44
 175
 221
Amortization of acquired above and below market lease intangibles, net(1,130) (1,069) (4,397) (3,397)
Straight-line ground rent expense70
 63
 281
 63
Amortization of acquired ground lease intangibles6
 6
 25
 6
Straight-line rental income(872) (948) (2,669) (2,383)
NOI44,018
 42,983
 183,174
 179,877
NOI from Other Investments(4,951) (4,788) (25,529) (25,866)
Same Property NOI with Redevelopment39,067
 38,195
 157,645
 154,011
NOI from Redevelopment (1)
(6,016) (5,850) (23,991) (21,954)
Same Property NOI without Redevelopment$33,051
 $32,345
 $133,654
 $132,057
        

(1)
IncludesThe NOI from Redevelopment adjustments for items that affect the comparabilityrepresent 100% of the same center NOI results. Such items include straight-line rents, net of reserves, above/below market rents, other non-comparable operating income/expense adjustments, and the effect of lease termination income/expense.
(2)
In Q416, the Company recorded a reserve adjustment to recovery income of $483 related to Deerfield Towne Center, Hunter’s Square, Woodbury Lakes and West Oaks, and a three year utility billing dispute. Becauseportion of the reserve adjustment consists of activity for a three year periodNOI related to specific GLA at Spring Meadows, The Shoppes at Fox River II, The Shops on Lane Avenue, Mission Bay, River City Marketplace and not Q416 specifically, the Company has made proforma adjustmentsTown & Country for the amounts presented such that eachperiods presented. Because of the periods are comparable. The proforma adjustmentsredevelopment activity, the center or specific space is not considered comparable for the three months ended December 31, 2016periods presented and 2015 resultadjusted out of Same Property NOI with Redevelopment in a comparable reserve of $40 and the proforma adjustments for the twelve months ended December 31, 2016 and 2015 result in a comparable reserve of $161.
arriving at Same Property NOI without Redevelopment.
















39





The following table summarizing GLA and NOI at properties for which we are adding additional GLA or retenanting space. The property is included in same property NOI, however a portion of GLA and NOI is excluded.
                        
 Portion of GLA & NOI Impacted by Redevelopment Portion of GLA & NOI Impacted by Redevelopment
 Three Months Ended December 31, Twelve Months Ended December 31, Three Months Ended December 31, Twelve Months Ended December 31,
 Stable 2016 2015 2016 2015 Stable 2017 2016 2017 2016
Property GLA GLANOI GLANOI GLANOI GLANOI GLA GLANOI GLANOI GLANOI GLANOI
 (in thousands) (in thousands)
Harvest Junction North 161 28
$(185) 28
$(83) 28
$(704) 28
$(207)
Parkway Shops 89 

 

 55
(309) 55
(19)
Mission Bay 214 52
$(401) 52
$(327) 52
$(1,475) 52
$(882)
River City Marketplace 557 6
(39) 6

 6
(100) 6

Shops on Lane 168 4
(27) 4
(7) 4
(108) 4
(7)
Spring Meadows 290 25
(97) 25
(42) 25
(97) 25
(42) 241 74
(140) 74

 74
(635) 74
(142)
Shoppes at Fox River 267 10
(33) 10

 10
(33) 10

The Shoppes at Fox River 288 48
(141) 48
(54) 48
(422) 48
(68)
Town & Country Crossing 146 31
(65) 31
(30) 31
(72) 31
(60) 134 51
(155) 51
(65) 51
(506) 51
(126)
Mission Bay 207 52
(327) 52
(276) 52
(504) 52
(719)
Total adjustments 146
$(707) 146
$(431) 201
$(1,719) 201
$(1,047) 235
$(903) 235
$(453) 235
$(3,246) 235
$(1,225)
                        
                        


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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, 2016,2017, a 100 basis point change in interest rates would impact our future earnings and cash flows by approximately $1.1$0.6 million annually.  We believe that a 100 basis point increase in interest rates would decrease the fair value of our total outstanding debt by approximately $2.3$44.8 million at December 31, 2016.2017.

We had interest rate swap agreements with an aggregate notional amount of $270.0 million as of December 31, 2016.2017. The agreements provided for fixed rates ranging from 1.46% to 2.15% and had expirations ranging from October 2018 to March 2023.  
The following table sets forth information as of December 31, 20162017 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 $1.4$0.1 million are excluded:
2017 2018 2019 2020 2021 Thereafter Total Fair Value2018 2019 2020 2021 2022 Thereafter Total Fair Value
(dollars in thousands)
Fixed-rate debt$3,203
 $39,132
 $5,860
 $102,269
 $114,508
 $640,746
 $905,718
 $902,621
$2,562
 $5,859
 $102,269
 $114,508
 $77,397
 $638,349
 $940,944
 $940,768
Average interest rate5.6% 4.7% 6.8% 3.9% 3.4% 4.3% 4.2% 4.2%6.0% 6.8% 4.0% 3.5% 3.9% 3.2% 3.8% 3.9%
Variable-rate debt$
 $86,000
 $
 $
 $
 $28,125
 $114,125
 $114,125
$
 $
 $
 $30,000
 $
 $28,125
 $58,125
 $58,125
Average interest rate% 2.1% % % % 4.2% 2.6% 2.6%% % % 2.7% % 4.7% 3.7% 4.6%
                              
We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment is required to develop estimated fair values of financial instruments.  The table incorporates only those exposures that exist at December 31, 20162017 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.

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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, 20162017 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, 2016.2017.

Statement of Our Management

Our management has issued a report on its assessment of the Trust’s internal control over financial reporting, which appears on page F-2 of this Annual Report on Form 10-K.

Statement of Our Independent Registered Public Accounting Firm

Grant Thornton LLP, our independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust’s internal control over financial reporting, which appears on page F-3 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
 
None.

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PART III
Item 10. Directors, Executive Officers and Corporate Governance

Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered by this Form 10-K.

Item 11. Executive Compensation

Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered by this Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth information regarding our equity compensations plans as of December 31, 2016:2017:
 
 (A) (B) (C) (A) (B) (C)
Plan Category 
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (A))
 
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (A))
Equity compensation plans approved by security holders 71,073 $34.69 1,412,166 13,933 $— 1,204,000
Equity compensation plans not approved by security holders      
Total 71,073 $34.69 1,412,166 13,933 $— 1,204,000
            

The total in Column (A) above consisted of options to purchase 57,140 common shares and 13,933 deferred common shares (see Note 15 of the notes to the consolidated financial statements for further information regarding options).shares.
 
Additional information required by this Item is incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered by this Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence
 
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered by this Form 10-K.

Item 14. Principal Accountant Fees and Services
 
Incorporated by reference from our definitive proxy statement to be filed within 120 days after the end of our fiscal year covered by this Form 10-K.

4143





PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1)
Consolidated financial statements. See “Item 8 – Financial Statements and Supplementary Data.”
(2)Financial statement schedule.  See “Item 8 – Financial Statements and Supplementary Data.”
(3)Exhibits
3.1
Articles of Restatement of Declaration of Trust of the Company, effective June 8, 2010, incorporated by reference Appendix A to the Company's 2010 Proxy dated April 30, 2010.
3.2
Amended and Restated Bylaws of the Company, effective February 23, 2012.2012, incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the period ended December 31, 2015.
3.3
Articles of Amendment, as filed with the State Department of Assessments and Taxation of Maryland on April 5, 2011, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated April 6, 2011.
3.4
Articles Supplementary, as filed with the State Department of Assessments and Taxation of Maryland on April 5, 2011, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K dated April 6, 2011.
3.5
Articles Supplementary, as filed with the State Department of Assessments and Taxation of Maryland on April 28, 2011, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated April 28, 2011.
3.6
Articles of Amendment, as filed with the State Department of Assessments and Taxation of Maryland on July 31, 2013, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated July 31, 2013.
4.1Amended and Restated Fixed Rate Note ($110 million), dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.1 to  Registrant’s Form 8-K dated April 16, 2007.
4.2Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.2 to Registrant’s Form 8-K dated April 16, 2007.
4.3Assignment of Leases and Rents, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.3 to Registrant’s Form 8-K dated April 16, 2007.
4.4Environmental Liabilities Agreement, dated March 30, 2007, by and between Ramco Jacksonville LLC and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.4 to Registrant’s Form 8-K dated April 16, 2007.
4.5Acknowledgment of Property Manager, dated March 30, 2007 by and between Ramco-Gershenson, Inc. and JPMorgan Chase Bank, N.A., incorporated by reference to Exhibit 4.6 to Registrant’s Form 8-K dated April 16, 2007.
10.1
Registration Rights Agreement, dated as of May 10, 1996, among the Company, Dennis Gershenson, Joel Gershenson, Bruce Gershenson, Richard Gershenson, Michael A. Ward U/T/A dated 2/22/77, as amended, and each of the Persons set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.
10.2
Exchange Rights Agreement, dated as of May 10, 1996, by and among the Company and each of the Persons whose names are set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1996.

42





10.3
Amended and Restated Limited Partnership Agreement of Ramco/Lion Venture LP, dated as of December 29, 2004, by Ramco-Gershenson Properties, L.P., as a limited partner, Ramco Lion LLC, as a general partner, CLPF-Ramco, L.P. as a limited partner, and CLPF-Ramco GP, LLC as a general partner, incorporated by reference Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
10.4Second
Amended and Restated Limited Liability Company Agreement of Ramco Jacksonville LLC, dated March 1, 2005, by Ramco-Gershenson Properties , L.P. and SGC Equities LLC., incorporated by reference Exhibit 10.65 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2005.
10.5Employment Agreement, dated as of August 1, 2007,April 26, 2017, between the Company and Dennis Gershenson, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onCompany's Form 10-Q for the period ended June 30, 2007.8-K dated April 26, 2017.**
10.5*
10.6Restricted Share Award Agreement Under 2008 Restricted Share Plan for Non-Employee Trustee, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.**
10.7Restricted Share Plan for Non-Employee Trustees, incorporated by reference to Appendix A of the Company’s 2008 Proxy Statement filed on April 30, 2008.**
10.8*Summary of Trustee Compensation Program.**
10.9
Ramco-Gershenson Properties Trust 2012 Omnibus Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K, dated June 12, 2012. ****
10.1010.7
Change in Control Policy, dated May 14, 2013, incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated May 16, 2013.
10.1110.8
Form of Non-Qualified Option Agreement Under 2012 Omnibus Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated June 12, 2012**
10.1210.9
Form of Restricted Stock Award Agreement Under 2012 Omnibus Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated June 6, 2012**
10.1310.10Unsecured Term Loan Agreement, dated as of September 30, 2011 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as Guarantor, KeyBank National Association, The Huntington National Bank, PNC Bank, National Association, KeyBank National Association, as Agent, and KeyBanc Capital Markets, as Sole Lead Manager and Arranger incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011.

44





Association, The Huntington National Bank, PNC Bank, National Association, KeyBank National Association, as Agent, and KeyBanc Capital Markets, as Sole Lead Manager and Arranger incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011.
10.1410.11
Unconditional Guaranty of Payment and Performance, dated as of September 30, 2011, by Ramco-Gershenson Properties Trust, in favor of KeyBank National Association and the other lenders under the Unsecured Term Loan Agreement incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2011.
10.1510.122016
2017 Executive Incentive Plan, dated February 29, 2016,March 6, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 4, 2016.10, 2017.**
10.1610.13Third Amended and Restated Unsecured Master Loan Agreement dated as of July 19, 2012 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 Agent, KeyBanc Capital Markets, as Sole Lead Manager and Arranger, JPMorgan Chase Bank, N.A. and Bank of America, N.A. as Co-Syndication Agents, and Deutsche Bank Securities Inc. and PNC Bank, National Association, as Co Documentation Agents incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q ended  June 30, 2012.
10.17Third Amended and Restated Unconditional Guaranty of Payment and Performance, dated as of July 19, 2012 by Ramco-Gershenson Properties Trust, as Guarantor, in favor of KeyBank National Association and certain other lenders incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q ended June 30, 2012.

43





10.18
$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.
10.1810.14
Agreement for the Acquisition of Partnership and Limited Liability Company Interests, dated March 5, 2013, between CLPF-Ramco, LLC, CLPF-Ramco L.P., Ramco Lion, LLC, Ramco-Gershenson Properties, L.P. and Ramco GP incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended March 31, 2013.
10.2010.15
Unsecured Term Loan Agreement, dated May 16, 2013 among Ramco-Gershenson Properties, L.P., as borrower, Ramco-Gershenson Properties Trust, as Guarantor, Capital One, National Association, as bank, The Other Banks Which Are A Party To this Agreement, The Other Banks Which May Become Parties To This Agreement, Capital One, National Association, as Agent and Capital One, National Association, as Sole Lead Manager and Arranger incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended June 30, 2013.
10.2110.16First Amendment To Third Amended And Restated Unsecured Master Loan Agreement, dated March 29, 2013 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q ended June 30, 2013.
10.22
Third Amendment To Unsecured Term Loan Agreement by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q ended June 30, 2013.
10.2310.17Second Amendment To Third Amended And Restated Unsecured Master Loan Agreement, dated June 26, 2013 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended September 30, 2013.
10.24Third Amendment To Third Amended And Restated Unsecured Master Loan Agreement, dated August 27, 2013 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended September 30, 2013.
10.25
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated May 28, 2014 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended June 30, 2014.
10.2610.18
Unsecured Term Loan Agreement, dated May 29, 2014 among Ramco-Gershenson Properties, L.P., as borrower, Ramco-Gershenson Properties Trust, as a Guarantor, Capital One, National Association, as a Bank, The Other Banks Which Are A Party To This Agreement, The Other Banks Which May Become Parties To This Agreement, Capital One, National Association, as Administrative Agent, and Capital One, National Association, as Sole Lead Arranger and Sole Bookrunner incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended June 30, 2014.
10.2710.19
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated September 8, 2014 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended September 30, 2014.
10.2810.20Fourth Amendment to Third
First Amended and Restated Unsecured Master Loan Agreement, dated October 10, 2014 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended September 30, 2014.
10.29Fifth Amendment to Third Amended and Restated Unsecured Master Loan Agreement, dated October 10, 2014 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q ended September 30, 2014.
10.30Sixth Amendment to Third Amended and Restated Unsecured Master Loan Agreement, dated March 4, 2016 by and among Ramco-Gershenson Properties, L.P. and KeyBank National Association incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended March 31, 2016.

44





10.31Employment Agreement dated April 20, 2015,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 April 23, 2015.February 2, 2018.**
10.3210.21Agreement for Partial Liquidation of Joint Venture between Ramco HMW LLC, Ramco Gershenson Properties, L.P., Ramco 450 Venture LLC and the State Board of Administration of Florida dated June 29, 2015 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended June 30, 2015.
10.33
$100 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated September 30, 2015 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q ended September 30, 2015.
10.3410.22
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.**
10.3510.23
$75 Million Note Purchase Agreement, by Ramco-Gershenson Properties, L.P. dated August 19, 2016 incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 8-K dated July 8, 2016.
10.24Fourth Amended and Restated Unsecured Credit Agreement dated September 14, 2017 among Ramco-Gershenson Properties, L.P., as Borrower, Ramco-Gershenson Properties Trust, as a Guarantor, KeyBank National Association, as a Bank, the Other Banks which are a Party to this Agreement, the

45





Other Banks which may become Parties to this Agreement, KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc., and PNC Capital Markets LLC, as Joint-Lead Arrangers, Deutsche Bank Securities Inc. and PNC Bank, National Association as Syndication Agents, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Documentation Agents incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 20, 2017.
10.25
Guaranty, dated September 14, 2017 among Ramco-Gershenson Properties Trust, as Guarantor, in favor of KeyBank National Association and certain other lenders as Exhibit 10.1.
10.26
$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.

12.1*
21.1*Subsidiaries
23.1*
31.1*
31.2*
32.1*
32.2*
101.INS(1) 
XBRL Instance Document
101.SCH(1) 
XBRL Taxonomy Extension Schema
101.CAL(1) 
XBRL Extension Calculation
101.DEF(1) 
XBRL Extension Definition
101.LAB(1) 
XBRL Taxonomy Extension Label
101.PRE(1) 
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 1924 and otherwise are not subject to liability thereunder.
15(b)  The exhibits listed at item 15(a)(3) that are noted ‘filed herewith’ are hereby filed with this report.
15(c) The financial statement schedules listed at Item 15(a)(2) are hereby filed with this report.

4546





SIGNATURES
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.
   Ramco-Gershenson Properties Trust
    
Dated:February 23, 201722, 2018 By: /s/ Dennis E. Gershenson
   Dennis E. Gershenson,
   President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of registrant and in the capacities and on the dates indicated.
Dated:February 23, 201722, 2018 By: /s/ Stephen R. Blank
   Stephen R. Blank,
   Chairman
    
Dated:February 23, 201722, 2018 By: /s/ Dennis E. Gershenson
   Dennis E. Gershenson,
   Trustee, President and Chief Executive Officer
   (Principal Executive Officer)
    
Dated:February 23, 2017
Alice M. Connell
Trustee
Dated:February 23, 201722, 2018 By: /s/ Arthur H. Goldberg
   Arthur H. Goldberg,
   Trustee
    
Dated:February 23, 201722, 2018 By: /s/ David J. Nettina
   David J. Nettina,
   Trustee
    
Dated:February 23, 201722, 2018 By: /s/ Joel M. Pashcow
   Joel M. Pashcow,
   Trustee
    
Dated:February 23, 201722, 2018 By: /s/ Mark K. Rosenfeld
   Mark K. Rosenfeld,
   Trustee
    
Dated:February 23, 201722, 2018 By: /s/ Laurie M. Shahon
   Laurie M. Shahon,
   Trustee
    
Dated:February 23, 2017By: /s/ Michael A. Ward
Michael A. Ward,
Trustee
Dated:February 23, 201722, 2018 By: /s/ Geoffrey Bedrosian
   Geoffrey Bedrosian,
   Chief Financial Officer and Secretary
   (Principal Financial Officer)
Dated:February 22, 2018By: /s/ Raymond J. Merk
Raymond J. Merk
Chief Accounting Officer
(Principal Accounting Officer)

4647





RAMCO-GERSHENSON PROPERTIES TRUST
 
Index to Consolidated Financial Statements  
 Page
Consolidated Financial Statements: 
  
  
  
  
  
  
  
  
  

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, 20162017 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, 2016.2017.

Our independent registered public accounting firm, Grant Thornton LLP, has issued an attestation report on our internal control over financial reporting.  Their report appears on page F-3 of this Annual Report on Form 10-K.


F-2





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Board of Trustees and Shareholders
Ramco-Gershenson Properties Trust
 
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Ramco-Gershenson Properties Trust (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2016,2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2017, and our report dated February 22, 2018, expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Overover 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 Public Company Accounting Oversight Board (United States).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.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, 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), the consolidated financial statements of the Company as of and for the year ended December 31, 2016, and our report dated February 23, 2017 expressed an unqualified opinion on those financial statements.


/s/ GRANT THORNTON LLP

Southfield, MichiganPhiladelphia, Pennsylvania
February 23, 201722, 2018


F-3





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
Board of Trustees and Shareholders
Ramco-Gershenson Properties Trust
 
Opinion on the financial statements
We have audited the accompanying consolidatedbalance sheets of Ramco-Gershenson Properties Trust (a Maryland corporation)and subsidiaries (the(the “Company”) as of December 31, 20162017 and 2015,2016, and the related consolidatedstatements of operations and comprehensive income, (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits2017, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, thefinancial statements present fairly, in all material respects, the financial position of the basic consolidated financial statements includedCompany as of December 31, 2017 and 2016, and the financial statement schedule listedresults of its operations and its cash flows for each of the three years in the index appearing under Item 15(a)(2). period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2018 expressed an unqualified opinion.

Basis for opinion
These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements and financial statement schedule 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 Public Company Accounting Oversight Board (United States).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. An audit includesmisstatement, 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. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ramco-Gershenson Properties Trust and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, 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 23, 2017 expressed an unqualified opinion.


/s/GRANT THORNTON LLP

Southfield, MichiganWe have served as the Company's auditor since 2005.

Philadelphia, Pennsylvania
February 23, 201722, 2018



F-4





RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
December 31,December 31,
2016 20152017 2016
ASSETS     (as revised)
Income producing properties, at cost:      
Land$374,889
 $392,352
$397,935
 $374,889
Buildings and improvements1,757,781
 1,792,129
1,732,844
 1,757,781
Less accumulated depreciation and amortization(345,204) (331,520)(351,632) (345,204)
Income producing properties, net1,787,466
 1,852,961
1,779,147
 1,787,466
Construction in progress and land available for development or sale61,224
 60,166
58,243
 61,224
Real estate held for sale8,776
 453

 8,776
Net real estate1,857,466
 1,913,580
1,837,390
 1,857,466
Equity investments in unconsolidated joint ventures3,150
 4,325
3,493
 3,150
Cash and cash equivalents3,582
 6,644
8,081
 3,582
Restricted cash11,144
 8,708
4,810
 11,144
Accounts receivable, net24,016
 26,116
26,145
 24,016
Acquired lease intangibles, net72,424
 88,819
59,559
 72,424
Other assets, net89,716
 87,890
90,916
 89,716
TOTAL ASSETS$2,061,498
 $2,136,082
$2,030,394
 $2,061,498
      
LIABILITIES AND SHAREHOLDERS' EQUITY      
Notes payable, net$1,021,223
 $1,083,711
$999,215
 $1,021,223
Capital lease obligation1,066
 1,108
1,022
 1,066
Accounts payable and accrued expenses57,357
 53,762
56,750
 57,357
Acquired lease intangibles, net63,734
 64,193
60,197
 63,734
Other liabilities6,800
 10,035
8,375
 9,893
Distributions payable19,627
 18,807
19,666
 19,627
TOTAL LIABILITIES1,169,807
 1,231,616
1,145,225
 1,172,900
      
Commitments and Contingencies
 

 
      
Ramco-Gershenson Properties Trust ("RPT") Shareholders' Equity:      
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred shares, (stated at liquidation preference $50 per share), 1,849 shares issued and outstanding as of December 31, 2016 and 2015, respectively92,427
 92,427
Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,272 and 79,162 shares issued and outstanding as of December 31, 2016 and 2015, respectively793
 792
Preferred shares, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares issued and outstanding as of December 31, 2017 and 2016, respectively92,427
 92,427
Common shares of beneficial interest, $0.01 par, 120,000 shares authorized, 79,366 and 79,272 shares issued and outstanding as of December 31, 2017 and 2016, respectively794
 793
Additional paid-in capital1,158,430
 1,156,345
1,160,862
 1,158,430
Accumulated distributions in excess of net income(381,912) (365,747)(392,619) (384,934)
Accumulated other comprehensive income (loss)985
 (1,404)
Accumulated other comprehensive income2,858
 985
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT870,723
 882,413
864,322
 867,701
Noncontrolling interest20,968
 22,053
20,847
 20,897
TOTAL SHAREHOLDERS' EQUITY891,691
 904,466
885,169
 888,598
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$2,061,498
 $2,136,082
$2,030,394
 $2,061,498
The accompanying notes are an integral part of these consolidated financial statements.

F-5





RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share amounts)
Year Ended December 31,Year Ended December 31,
2016 2015 20142017 2016 2015
REVENUE          
Minimum rent$192,793
 $183,198
 $157,691
$198,362
 $192,793
 $183,198
Percentage rent600
 539
 264
704
 600
 539
Recovery income from tenants62,841
 61,561
 52,828
61,258
 62,841
 61,561
Other property income4,167
 4,739
 5,521
4,303
 4,167
 4,739
Management and other fee income529
 1,753
 2,059
455
 529
 1,753
TOTAL REVENUE260,930
 251,790
 218,363
265,082
 260,930
 251,790
EXPENSES 
  
  
 
  
  
Real estate taxes41,739
 38,737
 31,474
42,683
 41,739
 38,737
Recoverable operating expense29,581
 30,604
 27,319
27,653
 29,581
 30,604
Other non-recoverable operating expense3,575
 4,271
 3,633
4,449
 3,575
 4,271
Depreciation and amortization91,793
 89,439
 81,182
91,335
 91,793
 89,439
Acquisitions costs316
 644
 1,890

 316
 644
General and administrative expense22,041
 20,077
 21,670
26,159
 22,041
 20,077
Provision for impairment977
 2,521
 27,865
9,404
 977
 2,521
TOTAL EXPENSES190,022
 186,293
 195,033
201,683
 190,022
 186,293
OPERATING INCOME70,908
 65,497
 23,330
63,399
 70,908
 65,497
OTHER INCOME AND EXPENSES 
  
  
 
  
  
Other expense, net(177) (624) (689)(708) (177) (624)
Gain on sale of real estate35,781
 17,570
 10,857
52,764
 35,781
 17,570
Earnings from unconsolidated joint ventures454
 17,696
 75
273
 454
 17,696
Interest expense(43,071) (40,778) (33,742)(44,866) (44,514) (42,211)
Amortization of deferred financing fees(1,443) (1,433) (1,446)
Other gain on unconsolidated joint ventures215
 7,892
 117

 215
 7,892
(Loss) gain on extinguishment of debt(1,256) 1,414
 (860)
 (1,256) 1,414
NET INCOME (LOSS) BEFORE TAX61,411
 67,234
 (2,358)
NET INCOME BEFORE TAX70,862
 61,411
 67,234
Income tax provision(299) (339) (54)(143) (299) (339)
NET INCOME (LOSS)61,112
 66,895
 (2,412)
NET INCOME70,719
 61,112
 66,895
          
Net (income) loss attributable to noncontrolling partner interest(1,448) (1,786) 48
NET INCOME (LOSS) ATTRIBUTABLE TO RPT59,664
 65,109
 (2,364)
Net (income) attributable to noncontrolling partner interest(1,659) (1,448) (1,786)
NET INCOME ATTRIBUTABLE TO RPT69,060
 59,664
 65,109
Preferred share dividends(6,701) (6,838) (7,250)(6,701) (6,701) (6,838)
Preferred share conversion costs
 (500) 

 
 (500)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS$52,963
 $57,771
 $(9,614)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS$62,359
 $52,963
 $57,771
          
EARNINGS (LOSS) PER COMMON SHARE 
  
  
EARNINGS PER COMMON SHARE 
  
  
Basic$0.66
 $0.73
 $(0.14)$0.78
 $0.66
 $0.73
Diluted$0.66
 $0.73
 $(0.14)$0.78
 $0.66
 $0.73


 

 



 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 
  
  
 
  
  
Basic79,236
 78,848
 72,118
79,344
 79,236
 78,848
Diluted79,435
 79,035
 72,118
79,530
 79,435
 79,035
          
OTHER COMPREHENSIVE INCOME (LOSS) 
  
  
Net income (loss)$61,112
 $66,895
 $(2,412)
Other comprehensive income (loss): 
  
  
Gain (loss) on interest rate swaps2,442
 570
 (2,115)
Comprehensive income (loss)63,554
 67,465
 (4,527)
Comprehensive (income) loss attributable to noncontrolling interest(1,501) (1,794) 113
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RPT$62,053
 $65,671
 $(4,414)
OTHER COMPREHENSIVE INCOME 
  
  
Net income$70,719
 $61,112
 $66,895
Other comprehensive income: 
  
  
Change in fair value of interest rate swaps2,082
 2,442
 570
Comprehensive income72,801
 63,554
 67,465
Comprehensive income attributable to noncontrolling interest(1,708) (1,501) (1,794)
COMPREHENSIVE INCOME ATTRIBUTABLE TO RPT$71,093
 $62,053
 $65,671
The accompanying notes are an integral part of these consolidated financial statements.

F-6





RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share amounts)  
Shareholders' Equity of Ramco-Gershenson Properties Trust    Shareholders' Equity of Ramco-Gershenson Properties Trust    
Preferred Shares Common Shares Additional Paid-in Capital Accumulated Distributions in Excess of Net Income Accumulated Other Comprehensive (Loss) Income Noncontrolling Interest Total Shareholders’ EquityPreferred 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, 2013100,000
 667
 959,183
 (291,647) 84
 27,802
 796,089
Issuance of common shares, net of costs
 107
 170,265
 
 
 
 170,372
Conversion and redemption of OP unit holders
 
 
 
 
 (84) (84)
Share-based compensation and other expense, net of shares withheld for employee taxes
 2
 814
 
 
 
 816
Dividends declared to common shareholders
 
 
 (56,905) 
 
 (56,905)
Dividends declared to preferred shareholders
 
 
 (7,250) 
 
 (7,250)
Distributions declared to noncontrolling interests
 
 
 
 
 (1,744) (1,744)
Dividends paid on restricted shares
 
 
 (359) 
 
 (359)
Other comprehensive loss adjustment
 
 
 
 (2,050) (65) (2,115)
Net loss
 
 
 (2,364) 
 (48) (2,412)
Balance, December 31, 2014100,000
 776
 1,130,262
 (358,525) (1,966) 25,861
 896,408
Balance, December 31, 2014 (as revised)$100,000
 $776
 $1,130,262
 $(361,547) $(1,966) $25,790
 $893,315
Issuance of common shares, net of costs
 9
 17,101
 
 
 
 17,110

 9
 17,101
 
 
 
 17,110
Conversion and redemption of OP unit holders
 
 
 
 
 (3,826) (3,826)
 
 
 
 
 (3,826) (3,826)
Conversion of preferred shares(7,573) 5
 7,568
 (500) 
 
 (500)(7,573) 5
 7,568
 (500) 
 
 (500)
Share-based compensation and other expense, net of shares withheld for employee taxes
 2
 1,414
 
 
 
 1,416

 2
 1,414
 
 
 
 1,416
Dividends declared to common shareholders
 
 
 (64,656) 
 
 (64,656)
 
 
 (64,656) 
 
 (64,656)
Dividends declared to preferred shareholders
 
 
 (6,838) 
 
 (6,838)
 
 
 (6,838) 
 
 (6,838)
Distributions declared to noncontrolling interests
 
 
 
 
 (1,776) (1,776)
 
 
 
 
 (1,776) (1,776)
Dividends declared to deferred shares
 
 
 (337) 
 
 (337)
Other comprehensive income adjustment
 
 
 
 562
 8
 570
Dividends paid on restricted shares
 
 
 (337) 
 
 (337)
Other comprehensive loss adjustment
 
 
 
 562
 8
 570
Net income
 
 
 65,109
 
 1,786
 66,895

 
 
 65,109
 
 1,786
 66,895
Balance, December 31, 201592,427
 792
 1,156,345
 (365,747) (1,404) 22,053
 904,466
Balance, December 31, 2015 (as revised)92,427
 792
 1,156,345
 (368,769) (1,404) 21,982
 901,373
Issuance of common shares, net of costs
 
 (202) 
 
 
 (202)
 
 (202) 
 
 
 (202)
Conversion and redemption of OP unit holders
 
 
 (598) 
 (919) (1,517)
 
 
 (598) 
 (919) (1,517)
Share-based compensation and other expense, net of shares withheld for employee taxes
 1
 2,287
 
 
 
 2,288

 1
 2,287
 
 
 
 2,288
Dividends declared to common shareholders
 
 
 (68,160) 
 
 (68,160)
 
 
 (68,160) 
 
 (68,160)
Dividends declared to preferred shareholders
 
 
 (6,701) 
 
 (6,701)
 
 
 (6,701) 
 
 (6,701)
Distributions declared to noncontrolling interests
 
 
 
 
 (1,667) (1,667)
 
 
 
 
 (1,667) (1,667)
Dividends declared to deferred shares
 
 
 (370) 
 
 (370)
 
 
 (370) 
 
 (370)
Other comprehensive income adjustment
 
 
 
 2,389
 53
 2,442

 
 
 
 2,389
 53
 2,442
Net income
 
 
 59,664
 
 1,448
 61,112

 
 
 59,664
 
 1,448
 61,112
Balance, December 31, 2016$92,427
 $793
 $1,158,430
 $(381,912) $985
 $20,968
 $891,691
Balance, December 31, 2016 (as revised)92,427
 793
 1,158,430
 (384,934) 985
 20,897
 888,598
Issuance of common shares, net of costs
 
 (24) 
 
 
 (24)
Cumulative effect adjustment - ASU adoption
 
 
 221
 (160) (61) 
Conversion and redemption of OP unit holders
 
 
 (1) 
 (10) (11)
Share-based compensation and other expense, net of shares withheld for employee taxes
 1
 2,456
 
 
 
 2,457
Dividends declared to common shareholders
 
 
 (69,845) 
 
 (69,845)
Dividends declared to preferred shareholders
 
 
 (6,701) 
 
 (6,701)
Distributions declared to noncontrolling interests
 
 
 
 
 (1,687) (1,687)
Dividends declared to deferred shares
 
 
 (419) 
 
 (419)
Other comprehensive income adjustment
 
 
 
 2,033
 49
 2,082
Net income
 
 
 69,060
 
 1,659
 70,719
Balance, December 31, 2017$92,427
 $794
 $1,160,862
 $(392,619) $2,858
 $20,847
 $885,169
The accompanying notes are an integral part of these consolidated financial statements.

F-7





RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,Year Ended December 31,
2016 2015 20142017 2016 2015
OPERATING ACTIVITIES          
Net income (loss)$61,112
 $66,895
 $(2,412)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
  
Net income$70,719
 $61,112
 $66,895
Adjustments to reconcile net income to net cash provided by operating activities:   
  
Depreciation and amortization91,793
 89,439
 81,182
91,335
 91,793
 89,439
Amortization of deferred financing fees1,443
 1,433
 1,446
1,418
 1,443
 1,433
Income tax provision299
 339
 54
143
 299
 339
Earnings from unconsolidated joint ventures(454) (17,696) (75)(273) (454) (17,696)
Distributions received from operations of unconsolidated joint ventures496
 1,744
 1,881
738
 496
 1,744
Provision for impairment977
 2,521
 27,865
9,404
 977
 2,521
Loss (gain) on extinguishment of debt1,256
 (1,414) 860

 1,256
 (1,414)
Other gain on unconsolidated joint ventures(215) (7,892) (117)
 (215) (7,892)
Gain on sale of real estate(35,781) (17,570) (10,857)(52,764) (35,781) (17,570)
Amortization of premium on mortgages and notes payable, net(1,815) (1,687) (1,138)(1,153) (1,815) (1,687)
Share-based compensation expense2,861
 1,888
 2,093
Long-term incentive cash compensation expense (benefit)664
 (271) 2,527
Changes in assets and liabilities: 
  
  
Service-based restricted share expense2,710
 2,861
 1,888
Long-term incentive cash and equity compensation expense (benefit)1,695
 664
 (271)
Changes in assets and liabilities, net of effect of acquisitions and dispositions: 
  
  
Accounts receivable, net1,859
 (6,708) (2,349)(1,974) 1,859
 (6,708)
Other assets, net674
 4,529
 5,420
Accounts payable, accrued expenses and other liabilities(8,074) (10,392) 4,212
Acquired lease intangibles and other assets, net(170) 674
 4,529
Accounts payable, acquired lease intangibles and other liabilities(3,903) (7,500) (9,920)
Net cash provided by operating activities117,095
 105,158
 110,592
117,925
 117,669
 105,630
INVESTING ACTIVITIES 
  
  
 
  
  
Acquisitions of real estate, net of assumed debt$(12,990) $(152,923) $(264,414)$(165,882) $(12,990) $(152,923)
Development and capital improvements(72,038) (60,923) (80,742)(63,256) (72,038) (60,923)
Net proceeds from sales of real estate90,975
 45,960
 34,156
216,463
 90,975
 45,960
Distributions from sale of joint venture property1,303
 14,098
 

 1,303
 14,098
Net change in restricted cash496
 (545) (4,709)
Investment in unconsolidated joint ventures
 
 (14)
Net cash provided by (used in) investing activities7,746
 (154,333) (315,723)
Change in restricted cash2,334
 496
 (545)
Net cash (used in) provided by investing activities(10,341) 7,746
 (154,333)
FINANCING ACTIVITIES 
  
  
 
  
  
Proceeds on mortgages and notes payable$75,000
 $150,000
 $275,000
$75,000
 $75,000
 $150,000
Repayment of mortgages and notes payable(149,956) (92,305) (153,795)(39,775) (149,956) (92,305)
Proceeds on revolving credit facility185,000
 246,000
 250,000
258,000
 185,000
 246,000
Repayments on revolving credit facility(159,000) (196,000) (267,000)(314,000) (159,000) (196,000)
Payment of debt extinguishment costs(410) 
 

 (410) 
Payment of deferred financing costs(698) (522) (2,379)(3,120) (698) (522)
Proceeds from issuance of common shares(202) 17,110
 170,372
Proceeds from issuance of common shares, net of costs(24) (202) 17,110
Repayment of capitalized lease obligation(42) (720) (328)(44) (42) (720)
Redemption of operating partnership units for cash(1,517) (3,826) (84)(11) (1,517) (3,826)
Conversion of preferred shares
 (500) 

 
 (500)
Shares used for employee taxes upon vesting of awards(498) (574) (472)
Dividends paid to preferred shareholders(6,701) (6,977) (7,250)(6,701) (6,701) (6,977)
Dividends paid to common shareholders(67,710) (63,972) (54,149)(70,225) (67,710) (63,972)
Distributions paid to operating partnership unit holders(1,667) (1,804) (1,716)(1,687) (1,667) (1,804)
Net cash (used in) provided by financing activities(127,903) 46,484
 208,671
(103,085) (128,477) 46,012
Net change in cash and cash equivalents(3,062) (2,691) 3,540
4,499
 (3,062) (2,691)
Cash and cash equivalents at beginning of period6,644
 9,335
 5,795
3,582
 6,644
 9,335
Cash and cash equivalents at end of period$3,582
 $6,644
 $9,335
$8,081
 $3,582
 $6,644
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY 
  
  
Assumption of debt related to acquisitions$
 $60,048
 $58,634
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 
  
  
Cash paid for interest (net of capitalized interest of $743, $1,613 and $1,862, respectively)$46,937
 $42,898
 $35,507
Escrowed proceeds used in acquisition of real estate$18,990
 $
 $
The accompanying notes are an integral part of these consolidated financial statements.
RAMCO-GERSHENSON PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended December 31,
 2017 2016 2015
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY 
  
  
Assumption of debt related to acquisitions$
 $
 $60,048
Equity investment in unconsolidated joint venture$3,000
 $
 $
Deferred gain on real estate sold to unconsolidated joint venture$(2,167) $
 $
Escrowed proceeds used in acquisition of real estate$
 $18,990
 $
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION 
  
  
Cash paid for interest (net of capitalized interest of $345, $743 and $1,613, respectively)$43,744
 $46,937
 $42,898
      
The accompanying notes are an integral part of these consolidated financial statements.

F-8





RAMCO-GERSHENSON PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2017, 2016 2015 and 20142015
1. Organization and Summary of Significant Accounting Policies

Ramco-Gershenson Properties Trust, together with our subsidiaries (the “Company”), is a real estate investment trust (“REIT”) primarily engaged in the business of owning developing, redeveloping, acquiring,and managing regionally dominant and leasing large multi-anchoredurban-oriented infill shopping centers primarily in a dozen ofkey growth sub-markets in the 40 largest metropolitan markets in the United States.  Our property portfolio consists of 6556 wholly owned shopping centers comprising approximately 14.513.5 million square feet. We also have ownership interests of 7%, 20%, 30% and 30%, respectively, in threefour joint ventures, twothree of which own a single shopping center.center and one with no significant activity. Our joint ventures are reported using equity method accounting.  We earn fees from thecertain joint ventures for managing, leasing and redeveloping the shopping centers they own.  We also own interests in several land parcels that are available for development or sale. Most of our properties are anchored by supermarkets and/or national chain stores. The Company's credit risk, therefore, is concentrated in the retail industry. As of December 31, 2017, our wholly-owned properties located in Michigan and Florida accounted for approximately 20%, and 21%, respectively, of our annualized base rent. As of December 31, 2012, Michigan accounted for approximately 40%.

We made an election to qualify as a REIT for federal income tax purposes.  Accordingly, we generally will not be subject to federal income tax, provided that we annually distribute at least 90% of our taxable income to our shareholders and meet other conditions.

Principles of Consolidation

The consolidated financial statements include the accounts of us and our majority owned subsidiary, the Operating Partnership, Ramco-Gershenson Properties, L.P. (97.6%97.7%, 97.6% and 97.2% owned by us at December 31, 20162017, 20152016 and 20142015, respectively), and all wholly-owned subsidiaries, including entities in which we have a controlling interest or have been determined to be the primary beneficiary of a variable interest entity (“VIE”).  The presentation of consolidated financial statements does not itself imply that assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any other consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity.  Investments in real estate joint ventures over which we have the ability to exercise significant influence, but for which we do not have financial or operating control, are accounted for using the equity method of accounting.  Accordingly, our share of the earnings (loss) of these joint ventures is included in consolidated net income (loss).  All intercompany transactions and balances are eliminated in consolidation.

We own 100% of the non-voting and voting common stock of Ramco-Gershenson, Inc. (“Ramco”), and therefore it is included in the consolidated financial statements.  Ramco has elected to be a taxable REIT subsidiary for federal income tax purposes.  Ramco provides property management services to us and to other entities, including ourcertain real estate joint venture partners.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources.  Actual results could differ from those estimates.

Reclassifications

Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.

Correction of Immaterial Error

In the fourththird quarter of 2016,2017, management identified certain special assessment obligations on undeveloped land that certain accruals related to real estate taxes primarily associated with shopping centers acquired prior to 2014 required correction.revision. The cumulative adjustment to correctrevise the accrualsobligations approximated $9.3$3.1 million. The correction had no impact on earnings or cash flows for 20152016 and 2014.2015.

F-9






Pursuant to the guidance of Staff Accounting Bulletin ("SAB") No. 99, Materiality, the Company concluded that the adjustments were not material to any of its prior period financial statements. Although the adjustments were immaterial to prior periods, the prior period financial statements were revised, in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements

F-9





when Quantifying Misstatements in Current Year Financial Statements, due to the significance of the out-of-period correction in the fourththird quarter of 2016.

2017.

A reconciliation of the effects of the correction to the previously reported balance sheet at December 31, 20152016 follows:

December 31, 2015December 31, 2016
As reported Adjustment AdjustedAs reported Adjustment Adjusted
(In thousands)(In thousands)
Accounts receivable, net$18,705
 $7,411
 $26,116
Total assets$2,128,671
 $7,411
 $2,136,082
Accounts payable and accrued expenses$44,480
 $9,282
 $53,762
Other liabilities$6,800
 $3,093
 $9,893
Total liabilities$1,222,334
 $9,282
 $1,231,616
$1,169,807
 $3,093
 $1,172,900
Accumulated distributions in excess of net income$(363,937) $(1,810) $(365,747)$(381,912) $(3,022) $(384,934)
Noncontrolling interest$22,114
 $(61) $22,053
$20,968
 $(71) $20,897
Total shareholder's equity$906,337
 $(1,871) $904,466
$891,691
 $(3,093) $888,598
          

A reconciliation of the effects of the correction to the previously reported statement of stockholders' equity for the years ending December 31, 2016, 2015 2014 and 20132014 follows:
Year Ended December 31,Year Ended December 31,
2015 2014 20132016 2015 2014
(In thousands)(In thousands)
Accumulated distributions in excess of net income, as reported$(363,937) $(356,715) $(289,837)$(381,912) $(365,747) $(358,525)
Correction(1,810) (1,810) (1,810)(3,022) (3,022) (3,022)
Accumulated distributions in excess of net income, adjusted$(365,747) $(358,525) $(291,647)$(384,934) $(368,769) $(361,547)
          
Noncontrolling interest, as reported$22,114
 $25,922
 $27,863
$20,968
 $22,053
 $25,861
Correction(61) (61) (61)(71) (71) (71)
Noncontrolling interest, adjusted$22,053
 $25,861
 $27,802
$20,897
 $21,982
 $25,790
          
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 is achieved. The leases also provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses ("Recovery Income"). The majority of our Recovery Income is estimated and recognized as revenue in the period the recoverable costs are incurred or accrued.  Revenues from management, leasing, and other fees are recognized in the period in which the services have been provided and the earnings process is complete. Lease termination income is recognized when a lease termination agreement is executed by the parties and the tenant vacates the space.  When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Current accounts receivable from tenants primarily relate to contractual minimum rent, percentage rent and recovery income.

We provide for bad debt expense based upon the allowance method of accounting. We monitor the collectability of our accounts receivable from specific tenants on an ongoing basis, analyze historical bad debts, customer creditworthiness, current economic trends and changes in tenant payment terms when evaluating the adequacy of the allowance for bad debts.  Allowances are taken for those balances that we have reason to believe may be uncollectible.  When tenants are in bankruptcy, we make estimates of

F-10





the expected recovery of pre-petition and post-petition claims.  The period to resolve these claims can exceed one

F-10





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, 20162017 and 20152016, our accounts receivable were $26.1 million and $24.0 million, and $26.1 million, respectively, net of allowances for doubtful accounts of $1.91.4 million and $2.8$1.9 million, respectively.

In addition, many of our leases contain non-contingent rent escalations for which we recognize income on a straight-line basis over the non-cancelable lease term.  This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the “Other assets, net” line item in our consolidated balance sheets.  We review our unbilled straight-line rent receivable balance to determine the future collectability of revenue that will not be billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors.  Our evaluation is based on our assessment of tenant credit risk changes indicating that expected future straight-line rent may not be realized.  Depending on circumstances, we may provide a reserve against the previously recognized straight-line rent receivable asset for a portion, up to its full value, that we estimate may not be received.  The balance of straight-line rent receivable at December 31, 20162017 and 20152016, net of allowances of $3.2$2.7 million and $3.5$3.2 million was $18.819.4 million and $17.4$18.8 million, respectively.  To the extent any of the tenants under these leases become unable to pay its contractual cash rents, we may be required to write down the straight-line rent receivable from that tenant, which would reduce our operating income.

Real Estate

Real estate assets that we own directly are stated at cost less accumulated depreciation.  Depreciation is computed using the straight-line method.  The estimated useful lives for computing depreciation are generally 1040 years for buildings and improvements and 530 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 1525 years.  In addition, we capitalize qualifying tenant leasehold improvements and depreciate them over the lesser of the useful life of the improvements or the term of the related tenant lease.  We also capitalize direct internal and external costs of procuring leases and amortize them over the base term of the lease.  If a tenant vacates before the expiration of its lease, we charge unamortized leasing costs and undepreciated tenant leasehold improvements of no future value to expense.  We charge maintenance and repair costs that do not extend an asset’s life to expense as incurred.

Sale of a real estate asset is recognized when it is determined that the sale has been consummated, the buyer’s initial and continuing investment is adequate, our receivable, if any, is not subject to future subordination, and the buyer has assumed the usual risks and rewards of ownership of the asset. We will classify properties as held for sale when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is legally binding.

Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the results of operations of an acquired property are included in our results of operations from the date of acquisition.  Estimates of fair values are based upon future cash flows and other valuation techniques in accordance with our fair value measurements policy, which are used to allocate the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, identifiable intangibles and any gain on purchase.  Identifiable intangible assets and liabilities include the effect of above-and below-market leases, the value of having leases in place (“as-is” versus “as if vacant” and absorption costs), other intangible assets such as assumed tax increment revenue bonds and out-of-market assumed mortgages.  Depreciation and amortization are computed using the straight-line method over the estimated useful lives of 40 years for buildings, and over the remaining terms of any intangible asset contracts and the respective tenant leases, which may include bargain renewal options. The impact of these estimates, including estimates in connection with acquisition values and estimated useful lives, could result in significant differences related to the purchased assets, liabilities and subsequent depreciation or amortization expense.

Real estate also includes costs incurred in the development of new operating properties and the redevelopment of existing operating properties.  These properties are carried at cost and no depreciation is recorded on these assets until the commencement of rental revenue or no later than one year from the completion of major construction.  These costs include pre-development costs directly identifiable with the specific project, development and construction costs, interest, real estate taxes and insurance.  Interest is capitalized on land under development and buildings under construction based on the weighted average rate applicable to our borrowings outstanding during the period and the weighted average balance of qualified assets under development/redevelopment during the period.  Indirect project costs associated with development or construction of a real estate project are capitalized until the earlier of one year following substantial completion of construction or when the property becomes available for occupancy.

The capitalized costs associated with development and redevelopment projects are depreciated over the useful life of the improvements.  If we determine a development or redevelopment project is no longer probable, we expense all capitalized costs which are not recoverable.


F-11






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 the third quarter 2016,2017, we recorded an impairment provisionprovisions totaling $1.0 million and $8.4 million, related to developable land that was subsequently sold in the fourth quarter of 2016.and on shopping centers classified as income producing, respectively. The adjustment related to land was triggered by an unforeseen increaseincreases in development costs and changes in the associated sales price assumptions. The impairment provision on income producing properties was related to the Company's decision to market for potential sale certain wholly-owned income producing properties.

Investments in Real Estate Joint Ventures

We have threefour equity investments in unconsolidated joint venture entities in which we own 30% or less of the total ownership interest.  BecauseUnder three of the joint ventures, because we can influence but not make significant decisions without our partners' approval, these investments are accounted for under the equity method of accounting. We provide leasing, development, asset and property management services to these joint ventures for which we are paid fees.

The fourth joint venture operating agreement does not provide any of the equity holders substantive kick-out rights nor substantive participating rights, therefore we have concluded it is a variable interest entity. We have evaluated all explicit and implicit interests and further concluded we do not control the entity, nor are we the primary beneficiary. Because we do not control the joint venture we do not consolidate it as a variable interest entity, but instead account for it using the equity method. Refer to Note 6 of the notes to the consolidated financial statements for further information regarding our equity investments in unconsolidated joint ventures.

We review our equity investments in unconsolidated entities for impairment on a venture-by-venture basis whenever events or changes in circumstances indicate that the carrying value of the equity investment may not be recoverable. In testing for impairment of these equity investments, we primarily use cash flow models, discount rates, and capitalization rates to estimate the fair value of properties held in joint ventures, and mark the debt of the joint ventures to market.  Considerable judgment by management is applied when determining whether an equity investment in an unconsolidated entity is impaired and, if so, the amount of the impairment. Changes to assumptions regarding cash flows, discount rates or capitalization rates could be material to our consolidated financial statements.

There were no impairment provisions on our equity investments in joint ventures recorded in 2017, 2016 2015 or 2014.2015.

Deferred Financing Costs

Debt issuance costs related to a recognized debt liability is presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Unamortized debt issuance costs of $3.7$3.8 million and $3.8$3.7 million are included in Notes payable, net as of December 31, 2017 and 2016, and 2015, respectively.


F-12





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 $1.2$2.7 million and $1.9$1.2 million are included in Other assets, net as of December 31, 2017 and 2016, and 2015, respectively.

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Other Assets, net

Other assets consist primarily of acquired development agreement intangibles, an acquired ground lease intangibles,intangible, straight-line rent receivable, deferred leasing costs, deferred financing costs related to our unsecured revolving credit facility and prepaid expenses. Other assets also include the fair value of in-place public improvement fee income and real estate tax exemption agreements associated with two properties acquired in 2014. 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.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.  We review our unbilled straight-line rent receivable balance to determineLastly, the future collectabilityacquired development agreement and acquired ground lease intangible assets are amortized over the terms 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.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, 2016,2017, we had $4.011.1 million in excess of the FDIC insured limit.

Recognition of Share-based Compensation Expense

We grant share-based compensation awards to employees and trustees in the form of restricted common shares and in the past we have granted stock options to employees and trustees.  Our share-based award costs are equal to each grant date fair value and are recognized over the service periods of the awards using the graded vesting method.  See Note 15 of the notes to the consolidated financial statements for further information regarding our share based compensation.

Income Tax Status

We made an election, to qualify, 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, 20162017, 20152016, and 20142015, 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 thethree of our joint ventures do not meet the requirements of a VIE and, therefore, consolidation of these ventures is not required.  While the fourth joint venture does meet the requirements of a VIE, we have concluded we are not the primary beneficiary and therefore do not consolidate the entity. Accordingly, theseall our investments are accounted for using the equity method.
 
Noncontrolling Interest in Subsidiaries
 
There are third parties who have certain noncontrolling interests in the Operating Partnership that are exchangeable for our common shares on a 1:1 basis or cash, at our election.   Noncontrolling interest is classified as a separate component of equity outside of the permanent equity section of our consolidated balance sheets.  Consolidated net income and comprehensive income includes the noncontrolling interest’s share.  The calculation of earnings per share is based on income available to common shareholders.

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Segment Information

Our primary business is the ownership, management, redevelopment, development and operation of retail shopping centers.  We do not distinguish our primary business or group our operations on a geographical basis for purposes of measuring performance.  We review operating and financial data for each property on an individual basis and define an operating segment as an individual property.  The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term financial performance.  No one individual property constitutes more than 10% of our revenue or property operating income and none of our shopping centers is located outside the United States.   Accordingly, we have a single reportable segment for disclosure purposes.
2.  Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASBFinancial Accounting Standards Board (the "FASB") issued ASUAccounting Standards Update ("ASU") 2017-01, "Clarifying the Definition of a Business."Business" ("ASU 2017-01"). ASU 2017-01 changes the definition of a business to exclude acquisitions where substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets. Given this change in definition, we believe most of our shopping center acquisitions will no longer be considered business combinations but rather asset acquisitions. While there are various differences between the accounting for an asset acquisition and a business combination, we expect the largest impact will beis that certain transaction costs are capitalized for asset acquisitions rather than currently expensed when they are considered business combinations. The new guidance will be applied prospectively to any transactions occurring in the period of adoption. ASU 2017-01 is effective for annual periods beginning after December 15, 2018; however the Company early adopted this standard during the first quarter of 2017. Transaction costs of $0.6 million have been capitalized in connection with our 2017 acquisitions.

In 2016, the FASB issued ASU 2016-07 "Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting" ("ASU 2016-07"). ASU 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The Company adopted this standard on January 1, 2019, however, we expect2017 and it did not have a material impact on our consolidated financial statements.

In March 2016, the FASB updated ASC Topic 718 "Compensation - Stock Compensation" with ASU 2016-09 "Improvements to early adoptEmployee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of share-based payment award transactions, including tax consequences, classification of awards and the classification on the statement of cash flows. ASU 2016-09 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2016. The adoption of this standard resulted in classifying cash paid by the Company to taxing authorities when directly withholding shares upon vesting as financing activities in the consolidated statements of cash flows. The adoption of this update did not have a material impact on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12 "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" ("ASU 2017-12"). These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. It is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, however the Company early adopted this standard during the fourth quarter of 2017. The adoption resulted in a cumulative effect adjustment of approximately $0.2 million as reflected in the consolidated statements of stockholders' equity.

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Recent Accounting Pronouncements

In September 2017, the FASB issued ASU 2017-13 "'Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments" ("ASU 2017-13"). The amendments in ASU 2017-13 amend the early adoption date option for certain companies related to the adoption of ASU 2014-09 related to revenue and ASU 2016-02 related to leases and is effective consistent with each of these updates. The adoption of this update is not anticipated to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09 "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting" ("ASU 2017-09"). ASU 2017-09 clarifies guidance about what changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The adoption of this standard is not anticipated to have a material impact on our consolidated financial statements.

In February 2017, the FASB issued ASU 2017-05 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASU 2017-05"). ASU 2017-05 clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. ASU 2017-05 also defines the term in substance nonfinancial asset. In addition, ASU 2017-05 eliminates the guidance specific to real estate sales in ASC 360-20. It is effective for annual periods beginning after December 15, 2017. We will adopt ASU 2017-05 simultaneously with the new revenue standard using the modified retrospective method on January 1, 2018.

In preparing for the adoption of ASU 2017-05, the Company identified the sale of a nonfinancial asset (real estate) in the fourth quarter of 2017 that the new guidance applies to. As such, the Company anticipates an adjustment under the modified retrospective method on January 1, 2018 of approximately $2.2 million to equity associated with this transaction. The adjustment will have no impact on earnings or cash flows in 2018.
In January 2017, the FASB issued ASU 2017-04 "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not anticipate the adoption of ASU 2017-04 will have a material impact on our consolidated financial statements.

In November 2016, the Financial Accounting Standards Board ("FASB")FASB issued Accounting Standards Update (“ASU”)ASU 2016-18 which"Statement of Cash Flows". This new guidance is effective January 1, 2018, with early adoption permitted, and requires amounts that a statement of cash flows explain the change during the period in the total cash, cash equivalents and amountsare generally described as restricted cash orand restricted cash equivalents. Restricted cash isequivalents to be included with cash and cash equivalents when reconciling the beginning of the periodbeginning-of-period and end of the periodend-of-period total amounts shown on the statement of cash flows. This update is effective for annual periods beginning after December 15, 2017,The pronouncement requires a retrospective transition method of adoption. Upon adoption, the Company will include amounts generally described as restricted cash within the beginning-of-period, change and interim periodsend-of-period total amounts on the statement of cash flows rather than within those fiscal years, with early adoption permitted, including adoption in an interim period. We are currently evaluatingactivity on the guidance and have not determined the impact this standard may have on our consolidated financial statements.statement of cash flows.

In August 2016, the FASB issued ASU 2016-15 "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which clarifies the treatment of several cash flow categories. In addition, ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted, including adoption in an interim period. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements.

In June 2016, the FASB updated Accounting Standards Codification ("ASC") Topic 326 "Financial Instruments - Credit Losses" with ASU 2016-13 “Measurement of Credit Losses on Financial Instruments.”Instruments” ("ASU 2016-13"). ASU 2016-13 enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss estimates. ASU 2016-13 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2019. We are currently evaluating the guidance and have not determined the impact this standard may have on our consolidated financial statements.

In March 2016, the FASB updated ASC Topic 718 "Compensation - Stock Compensation" with ASU 2016-09 "Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 simplifies several aspects of share-based payment award transactions, including tax consequences, classification of awards and the classification on the statement of cash flows. ASU 2016-09 is effective for annual periods (including interim periods within those periods) beginning after December 15, 2016. The adoption of this standard will not have a material impact on our consolidated financial statements.

In February 2016, the FASB updated ASC Topic 842 "Leases." In"Leases" ("ASU 2016-02"). ASU 2016-02 which requires lessees to record operating and financing leases as assets and liabilities on the balance sheet and lessors to expense costs that are not direct leasing costs. ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted upon issuance using a modified retrospective approach. We are currently evaluatingThe Company continues to evaluate the effect thatthe adoption of ASU 2016-02 will have on our consolidated

F-15





financial statements and related disclosures. However, we currently believe the adoption of ASU 2016-02 will not have a material impact for operating leases where we are a lessor and we will continue to record revenues from rental properties for operating leases on a straight-line basis. In addition, for leases where the Company is a lessee, primarily the Company’s ground lease and administrative office lease, the Company believes it will record a lease liability and a right of use asset at fair value upon adoption related to these items. Also under this new pronouncement, non-lease components of new or modified leases, including common area maintenance reimbursements, will be accounted for under the Revenue from Contracts with Customers guidance described below. The Company anticipates that it will be required to bifurcate certain lease revenues between lease and non-lease components. Additionally, only incremental direct leasing costs may be capitalized under this new guidance. The Company expects to adopt this new guidance on January 1, 2019 and will continue to evaluate the impact of this guidance until it becomes effective.

In May 2014, the FASB issued ASU 2014-09, "Revenue from ContractContracts with Customers" as a new Topic, ASC Topic 606. The objective of("ASU 2014-09"). ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and itrecognition standard that will supersede most of thenearly all existing GAAP revenue recognition guidance including industry-specific guidance.as well as impact the existing GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company shouldwill recognize revenue to depict the transfer ofwhen it satisfies performance obligations, by transferring promised goods or services to

F-14





customers, in an amount that reflects the consideration to which the entitycompany expects to be entitled in exchange for fulfilling those goods or services.performance obligations. In applying the new standard,doing so, companies will perform a five-step analysis of transactionsneed to determine whenexercise more judgment and how revenue is recognized.make more estimates than under existing GAAP guidance. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. Adoption shallwill be applied using either a full retrospective or modified retrospective approach and the standard is effective for public entities for annual and interim reporting periods (including interim periods within those periods) beginning after December 15, 2017. While we are still completing2017 and early adoption is permitted in periods ending after December 15, 2016. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the assessmentcumulative effect initially applying the guidance recognized at the date of initial application (modified retrospective method). We will adopt the impactstandard 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 this standardOperations which approximate $4.8 million or less than 2.0% of total revenue. The timing of revenue recognition associated with these items is expected to remain substantially unchanged and no adjustment is expected upon adoption.

In addition, ASU 2014-09 may result in additional disclosures associated with disaggregation of revenue, contract balances included in the consolidated balance sheet, information associated with our consolidated financial statements, we believe the majority ofperformance obligations included in our revenue falls outside of the scope of this guidance.contracts with customers, significant judgments and changes in judgments made by management around contracts, and assets recognized from costs to obtain or fulfill a contract, where applicable.

3. Real Estate

Included in our net real estate are income producing shopping center properties that are recorded at cost less accumulated depreciation and amortization, construction in process and land available for development or sale.

Following is the detail of the construction in progress and land available for development or sale as of December 31, 20162017 and 2015:2016:
 December 31, December 31,
 2016 2015 2017 2016
 (In thousands) (In thousands)
        
Construction in progress $23,445
 $20,603
 $26,598
 $23,445
Land available for development 26,805
 28,503
 25,596
 26,805
Land available for sale 10,974
 11,060
 6,049
 10,974
Total $61,224
 $60,166
 $58,243
 $61,224
  
    
  

Construction in progress represents existing development, redevelopment and tenant build-out projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.

Land available for development or sale includes real estate projects where vertical construction has yet to commence, but which have been identified by us and are available for future development when market conditions dictate the demand for a new shopping center.  At December 31, 2016, we had five projects under pre-development.

F-15F-16





4. Property Acquisitions and Dispositions
Acquisitions

The following table provides a summary of our acquisitions during 20162017 and 20152016:
          Gross
Property Name Location GLA
 Acreage
 Date Acquired Purchase Price
 Debt
    (In thousands)
     (In thousands)
2017            
Providence Marketplace Mt. Juliet, TN 632
 N/A
 02/17/17 $115,126
 $
Webster Place Chicago, IL 135
 N/A
 02/17/17 53,162
 
Total consolidated income producing acquisitions 767
 
   168,288
 
             
Troy Marketplace - Outparcel Troy, MI N/A
 0.4
 08/24/17 901
 
Troy Marketplace - Outparcel Troy, MI N/A
 0.4
 06/30/17 175
 
Troy Marketplace - Outparcel Troy, MI N/A
 0.5
 01/17/17 475
 
Total consolidated land acquisitions / outparcel acquisitions 
 1.3
   1,551
 
           
Total acquisitions 767
 1.3
   $169,839
 $
             
2016            
Centennial Shops Edina, MN 85
 N/A
 10/11/16 $31,980
 $
Total acquisitions 85
 
   $31,980
 $
             
          Gross
Property Name Location GLA
 Acreage
 Date Acquired Purchase Price
 Debt
    (In thousands)
     (In thousands)
2016            
Centennial Shops Edina, MN 85
 N/A
 10/11/16 $31,980
 $
Total acquisitions 85
 

   $31,980
 $
             
2015            
Millennium Park (1)
 Livonia, MI 273
 N/A
 08/15/15 $47,000
 $
Spring Meadows - Kroger Building Holland, OH 51
 N/A
 08/06/15 4,110
 
Ramco 450 - 6 Income Producing Properties (1)
 GA, IL, OH, & MD 1,126
 N/A
 07/21/15 191,090
 60,048
Jackson Plaza Jackson, MI 15
 N/A
 06/22/15 5,000
 
West Oaks II - Petco parcel Novi, MI 26
 N/A
 06/10/15 5,500
 
Total income producing acquisitions 1,491
 

   252,700
 60,048
             
Gaines Marketplace Gaines Township, MI N/A
 1.9
 02/12/15 1,000
 $
Lakeland Park Center Lakeland, FL N/A
 1.6
 01/23/15 475
 
Total land acquisitions 

 3.5
   1,475
 
Total acquisitions 1,491
 3.5
   $254,175
 $60,048
             
(1) Acquired from related parties. See note 1 to the fair value of the acquisitions table following.
 
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:
 December 31,
 2016 2015 2014
 (In thousands)
Land$
 $50,367
 $55,618
Buildings and improvements29,639
 183,651
 235,322
Above market leases
 1,014
 4,775
Ground leasehold2,203
 
 
Lease origination costs4,717
 32,683
 23,343
Other assets813
 4,256
 30,883
Below market leases(5,392) (16,616) (18,836)
Premium for above market interest rates on assumed debt
 (1,180) (6,830)
Capital lease obligation
 
 (1,167)
Total purchase price allocated31,980
 254,175
 323,108
Mortgages notes assumed
 (60,048) (58,634)
RPT's fair value of existing ownership (1)

 (41,204) 
Net assets acquired$31,980
 $152,923
 $264,474
      
(1) We acquired our partner's 80% interest in six properties owned by the Ramco 450 Venture LLC ("Ramco 450") and our partner's 70% interest in Millennium Park owned by the Ramco/Lion Venture LP ("RLV").
 December 31,
 2017 2016 
 (In thousands)
Land$52,132
 $
 
Buildings and improvements107,156
 29,639
 
Above market leases409
 
 
Ground leasehold
 2,203
 
Lease origination costs12,885
 4,717
 
Other assets3,899
 813
 
Below market leases(6,642) (5,392) 
Net assets acquired (1)
$169,839
 $31,980
 
     


(1) The 2017 net assets acquired include $4.0 million of deposits paid in 2016. The 2016 net assets acquired include $19.0 million of escrowed proceeds from dispositions.
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Total revenue and net income for the 2016 acquisition2017 acquisitions included in our consolidated statement of operations for the year ended December 31, 20162017 were $0.9$13.4 million and $42.2 thousand,$2.3 million, respectively.







F-17





Unaudited Proforma Information

If the 20162017 and 20152016 acquisitions had occurred on January 1, 2015,2016, our consolidated revenues and net income for the years ended December 31, 20162017 and 20152016 would have been as follows:

  Years Ended December 31,  Years Ended December 31,
 2016 2015 2017 2016
(in thousands)(in thousands)
Consolidated revenue $263,819
 $269,271
 $267,181
 $267,170
Consolidated net income available to common shareholders $53,105
 $59,282
 $62,696
 $53,539
    

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Dispositions
 
Pursuant to the criteria established under ASC Topic 360 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. Refer to Note 1 under Real Estate for additional information regarding the classification criteria. As of December 31, 2016, we had one property classified as held for sale with a net book value of $8.8 million included in Net real estate. The purchase and sale agreement was executed in December 2016 and we closed on the disposition in February 2017. In addition, subsequent to year-end, the Company executed a purchase and sale agreement on another property with a net book value of $6.1 million with the disposition expected to close in March 2017. As of December 31, 2015, the Company had one parcel of land classified as held for sale which was sold in January 2016.

The following table provides a summary of our disposition activity during 20162017 and 20152016.

         Gross         Gross
Property Name Location GLA
 Acreage
 Date Sold 
Sales
Price
 Gain (loss) on Sale Location GLA
 Acreage
 Date Sold 
Sales
Price
 Gain (loss) on Sale
   (In thousands)     (In thousands)
2017        
Liberty Square Wauconda, IL 107
 N/A
 12/27/17 $14,075
 $2,113
Rolling Meadows Rolling Meadows, IL 134
 N/A
 12/21/17 17,350
 5,815
Village Plaza Lakeland, FL 158
 N/A
 12/15/17 19,000
 3,547
Millennium Park (1)
 Livonia, MI 273
 N/A
 11/30/17 51,000
 5,056
Hoover Eleven Warren, MI 281
 N/A
 09/29/17 20,350
 
Auburn Mile - Aqua Tots Auburn Hills, MI 5
 N/A
 08/25/17 1,000
 123
New Towne Plaza Canton Township, MI 193
 N/A
 08/04/17 26,000
 16,120
Clinton Valley Sterling Heights, MI 205
 N/A
 08/01/17 23,500
 7,376
Roseville Towne Center Roseville, MI 77
 N/A
 07/24/17 10,250
 (291)
Gaines Marketplace Caledonia, MI 60
 N/A
 07/07/17 9,500
 690
Walgreen's Data Center Mount Prospect, IL 73
 N/A
 07/07/17 6,200
 252
Auburn Mile Auburn Hills, MI 91
 N/A
 03/17/17 13,311
 6,991
Oak Brook Square Flint, MI 152
 N/A
 02/10/17 14,200
 4,185
Total income producing dispositionsTotal income producing dispositions 1,809
 
 $225,736
 $51,977
        
Holcomb Roswell - Outparcel Alpharetta, GA N/A
 1.0
 12/29/17 $375
 $(102)
River City Marketplace - Outparcel Jacksonville, FL N/A
 0.9
 09/29/17 360
 63
Hartland - Outparcel Hartland, MI N/A
 1.3
 08/04/17 550
 148
River City Marketplace Jacksonville, FL N/A
 1.4
 07/27/17 675
 493
Lakeland Park Center - Outparcel Lakeland, FL N/A
 1.8
 03/31/17 1,305
 185
Total outparcel dispositionsTotal outparcel dispositions 
 6.4
 $3,265
 $787
        
Total dispositionsTotal dispositions 1,809
 6.4
 $229,001
 $52,764
   (In thousands)     (In thousands)        
2016                
Shoppes at Fairlane Meadows Dearborn, MI 157
 N/A
 09/30/16 $20,333
 $484
 Dearborn, MI 157
 N/A
 09/30/16 $20,333
 $484
Livonia Plaza Livonia, MI 137
 N/A
 09/20/16 19,800
 9,091
 Livonia, MI 137
 N/A
 09/20/16 19,800
 9,091
Lakeshore Marketplace Norton Shores, MI 343
 4.6
 06/30/16 27,750
 6,368
 Norton Shores, MI 343
 4.6
 06/30/16 27,750
 6,368
River Crossing Centre New Port Ritchey, FL 62
 N/A
 06/29/16 12,500
 6,750
 New Port Ritchey, FL 62
 N/A
 06/29/16 12,500
 6,750
Centre at Woodstock Woodstock, GA 87
 N/A
 06/29/16 16,000
 5,893
 Woodstock, GA 87
 N/A
 06/29/16 16,000
 5,893
Troy Towne Center Troy, OH 144
 N/A
 02/02/16 12,400
 6,274
 Troy, OH 144
 N/A
 02/02/16 12,400
 6,274
Total income producing dispositionsTotal income producing dispositions 930
 4.6
 $108,783
 $34,860
Total income producing dispositions 930
 4.6
 $108,783
 $34,860
 
 

 

 
 

 

        
Lakeland Park Center - Outparcel Lakeland, FL N/A
 3.2
 12/29/16 $1,829
 $76
 Lakeland, FL N/A
 3.2
 12/29/16 $1,829
 $76
Harvest Junction LLC - Outparcel Longmont, CO N/A
 6.4
 12/15/16 1,000
 21
 Longmont, CO N/A
 6.4
 12/15/16 1,000
 21
Conyers Crossing - Chipotle Outparcel Conyers, GA N/A
 0.5
 06/27/16 1,000
 579
 Conyers, GA N/A
 0.5
 06/27/16 1,000
 579
Lakeshore Marketplace - Outparcel Norton Shores, MI N/A
 0.7
 06/15/16 302
 (6) Norton Shores, MI N/A
 0.7
 06/15/16 302
 (6)
The Towne Center at Aquia - Outparcel Stafford, VA N/A
 0.7
 01/15/16 750
 251
 Stafford, VA N/A
 0.7
 01/15/16 750
 251
Total outparcel dispositionsTotal outparcel dispositions 

 11.5
 $4,881
 $921
Total outparcel dispositions 
 11.5
 $4,881
 $921
                 
Total dispositionsTotal dispositions 930
 16.1
 $113,664
 $35,781
Total dispositions 930
 16.1
 $113,664
 $35,781
                
2015        
Horizon Village Suwanee, GA 97
  N/A
 12/23/15 $9,300
 $1,268
Cocoa Commons Cocoa, FL 90
  N/A
 11/19/15 12,000
 2,420
Conyers Crossing Conyers, GA 170
 1.3
 09/30/15 9,750
 4,536
Total income producing dispositions 357
 1.3
 $31,050
 $8,224
The Towne Center at Aquia - Commercial / Residential Outparcels Stafford, VA 35
 32.8
 05/29/15 13,350
 495
Taylors Square - Outparcel Taylors, SC  N/A
 0.6
 04/22/15 250
 (16)
Gaines Marketplace-Target and Shell Oil Parcels Gaines Township, MI  N/A
 11.3
 02/12/15 5,150
 3,196
Total outparcel dispositions 35
 44.7
 $18,750
 $3,675
        
Gain recognized on sale of joint venture real estate (1)
 
 
 
 5,671
        
Total dispositions 392
 46.0
 $49,800
 $17,570
        
(1)Represents the netIn November 2017, we disposed of Millennium Park to an entity in which we hold a 30.0% equity interest. Net proceeds from closing excluded $3.0 million which was used to fund our equity investment. In addition, as a joint venture property sale to a third party in October 2015.result of our continuing involvement with the shopping center, we deferred approximately $2.2 million of gain on the transaction.
Approximately
In September 2016, approximately $19.0 million of the proceeds related to the Livonia Plaza disposition were placed into escrow at closing for the acquisition of Centennial Shops under an Internal Revenue Code Section 1031 exchange.

F-18





In August 2016, we conveyed the title to and interest in The Towne Center at Aquia to the mortgage lender for the property. At the time of conveyance, the outstanding balance of the mortgage loan was $11.8 million, resulting in a loss on extinguishment of debt of $0.8 million.

F-19





5. Impairment Provisions

We established provisions for impairment for the following consolidated assets:
Year Ended
December 31,
Year Ended December 31,
2016 2015 20142017 2016 2015
(In thousands)(In thousands)
Land available for development or sale (1)
$977
 $2,521
 $23,285
$982
 $977
 $2,521
Income producing properties marketed for sale
 
 4,580
8,422
 
 
Total$977
 $2,521
 $27,865
$9,404
 $977
 $2,521
          
 
During 2016, unforeseen increases2017, the Company's decision to market for potential sale certain wholly-owned income producing properties resulted in development costsan impairment provision of $8.4 million. The adjustment was triggered by changes in the associated market prices and expected hold period assumptions related to these shopping centers.
During 2017, changes in the expected use and changes in associated sales price assumptions related to land held for development or sale resulted in an impairment provision of $1.0 million.
During 2016 and 2015, unforeseen increases in development costs and changes in associated sales price assumptions related to land held for development or sale resulted in an impairment provisionprovisions of $2.5$1.0 million
During 2014, changes to development plans and to estimated fair values triggered an impairment provision of $23.32.5 million, associated with land available for development or sale. As well, the Company's decision to market for potential sale certain wholly-owned income producing properties resulted in an impairment provision of $4.6 million.
Refer to Note 1 under Accounting for the Impairment of Long-Lived Assets for a discussion of inputs used in determining the fair value of long-lived assets.respectively.

F-19F-20





6. Equity Investments in Unconsolidated Joint Ventures

We have threefour joint venture agreements whereby we own 7%, 20%, 30% and 30%, respectively, of the equity in each joint venture.  We

Under three of the joint ventures, we and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.  We cannot make significant decisions without our partner’s approval.  Accordingly, we account for our interest in the joint ventures using the equity method.

The fourth joint venture was created in November 2017. The Company became a 30.0% equity investor in the entity for $3.0 million. In connection with the formation of the joint venture, the joint venture also acquired the Millennium Park shopping center from the Company. The partial disposal resulted in a deferred gain of approximately $2.2 million. The operating agreement of the joint venture does not provide the equity investors substantive kick-out rights nor substantive participating rights, therefore we have concluded it is a variable interest entity. The Company has evaluated all explicit and implicit interests and further concluded we do not control the entity, nor are we the primary beneficiary. Because we do not control the joint venture we do not consolidate it as a variable interest entity, but instead account for it using the equity method. As of December 31, 2017, the Company's exposure to loss in the variable interest joint venture approximated the carrying value of its equity investment of $0.8 million.

Combined financial information of our unconsolidated joint ventures is summarized as follows:
December 31,December 31,
Balance Sheets2016 20152017 2016
(In thousands)(In thousands)
ASSETS      
Investment in real estate, net$43,995
 $63,623
$93,801
 $43,995
Other assets3,712
 4,230
4,099
 3,712
Total Assets$47,707
 $67,853
$97,900
 $47,707
LIABILITIES AND OWNERS' EQUITY 
  
 
  
Mortgage notes payable$42,330
 $
Other liabilities$219
 $750
220
 219
Owners' equity47,488
 67,103
55,350
 47,488
Total Liabilities and Owners' Equity$47,707
 $67,853
$97,900
 $47,707
      
RPT's equity investments in unconsolidated joint ventures$3,150
 $4,325
$3,493
 $3,150
      


F-21





Years Ended December 31,Years Ended December 31,
Statements of Operations2016 2015 20142017 2016 2015
(In thousands)(In thousands)
Total revenue$4,742
 $10,297
 $14,038
$4,620
 $4,742
 $10,297
Total expenses(3,030) (7,113) (10,848)(3,067) (3,030) (7,113)
Gain on sale of real estate
 9,237
 740

 
 9,237
Gain on extinguishment of debt
 
 529
Net income from continuing operations1,712
 12,421
 4,459
1,553
 1,712
 12,421
Discontinued operations (1)
 
  
  
 
  
  
Gain on sale of real estate (2)
371
 3,025
 

 371
 3,025
Income (loss) from discontinued operations492
 857
 (7,477)
 492
 857
Net income (loss) from discontinued operations863
 3,882
 (7,477)
 863
 3,882
Net income (loss)$2,575
 $16,303
 $(3,018)$1,553
 $2,575
 $16,303
          
RPT's share of earnings from unconsolidated joint ventures$454
 $17,696
 $75
$273
 $454
 $17,696
          
 
(1) 
Discontinued operations reflects results of operations for those properties that meet the criteria for discontinued operations under ASU 2014-08.
(2) 
During 2015 Ramco 450 sold all of the properties from the joint venture. Ramco acquired its partners interest in six properties, our joint venture partner acquired our interest in one property and the final property, Chester Springs, was sold to an unrelated third party. The seven properties sold to partners in the venture generated a gain of $65.6 million, our share, $13.1 million, is recognized in the earnings (loss) from unconsolidated joint ventures. Ramco 450 recognized the gain as a distribution to the partners.

Acquisitions

The following table provides a summary of our unconsolidated joint venture property acquisitions during 2017 and 2016:

F-20
          Gross
Property Name Location GLA
 Acreage Date Acquired Purchase Price
 Debt Assumed
    (In thousands)   (In thousands)
2017            
Millennium Park (1)
 Livonia, MI 273
 N/A 11/30/17 $51,000
 $
    273
 N/A   $51,000
 $
             
2016            
None            
             
(1) In November 2017, we disposed of Millennium Park to an entity in which we hold a 30.0% equity interest. Net proceeds from closing excluded $3.0 million which was used to fund our equity investment. In addition, as a result of our continuing involvement with the shopping center, we deferred approximately $2.2 million of gain on the transaction.















F-22








Dispositions
 
The following table provides a summary of our unconsolidated joint venture property disposition activity during 20162017 and 2015.2016.
               
Property Name Location GLA Ownership %
 Date Sold Gross Sales Price
 Debt Repaid
 Gain on Sale (at 100%)
          (In thousands)   (In thousands)
2016              
Kissimmee West Shopping Center Kissimmee, FL 116
 7% 6/14/2016 $19,400
 $
 $371
  116
     $19,400
 $
 $371
       
RPT proportionate share of gross sales price and gain on sale of joint venture property $1,358
 $
 $26
               
2015              
Ramco 450 Venture LLC              
Chester Springs Chester, NJ 223
 20% 10/8/2015 $53,781
 $22,000
 $3,025
Partners Portfolio - 7 Income Producing Properties FL, GA, IL, OH, & MD 1,440
 20% 7/21/2015 291,908
 117,959
 65,566
    1,663
     $345,689
 $139,959
 $68,591
               
RPT proportionate share of gross sales price and gain on sale of joint venture property $69,138
 $27,992
 $13,718
             
Ramco/Lion Venture LP            
Millennium Park Livonia, MI 273
 30% 8/11/2015 $47,000
 $29,658
 $1,776
Village of Oriole Plaza Delray Beach, FL 156
 30% 3/24/2015 27,500
 
 7,463
    429
     $74,500
 $29,658
 $9,239
               
RPT proportionate share of gross sales price and gain on sale of joint venture property $22,350
 $8,897
 $2,772
               

             
Property Name Location GLA Ownership %
 Date Sold Gross Sales Price
 Gain on Sale (at 100%)
          (In thousands)   (In thousands)
2017            
None            
             
2016            
Kissimmee West Shopping Center Kissimmee, FL 116
 7% 6/14/2016 $19,400
 $371
  116
     $19,400
 $371
     
RPT proportionate share of gross sales price and gain on sale of joint venture property $1,358
 $26
             
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:
Years Ended December 31,Years Ended December 31,
2016 2015 20142017 2016 2015
(In thousands)(In thousands)
Management fees$318
 $1,149
 $1,514
$276
 $318
 $1,149
Leasing fees118
 311
 315
146
 118
 311
Acquisition/disposition fees45
 108
 
33
 45
 108
Construction fees48
 185
 230

 48
 185
Total$529
 $1,753
 $2,059
$455
 $529
 $1,753
          
 

F-21F-23






7. Other Assets, Net and Acquired Lease Intangible Assets, Net

Other assets, net consisted of the following:
December 31,December 31,
2016 20152017 2016
(In thousands)(In thousands)
Deferred leasing costs, net$35,071
 $35,282
$34,545
 $35,071
Deferred financing costs on unsecured revolving credit facility, net1,190
 1,871
2,691
 1,190
Acquired development agreements (1)
21,149
 22,194
20,105
 21,149
Ground leasehold intangible2,198
 
2,173
 2,198
Other, net
2,835
 2,655
2,579
 2,835
Total amortizable other assets62,443
 62,002
62,093
 62,443
Straight-line rent receivable, net18,794
 17,366
19,370
 18,794
Goodwill2,089
 2,089
2,089
 2,089
Cash flow hedge mark-to-market asset2,143
 642
3,133
 2,143
Prepaid and other deferred expenses, net4,247
 5,791
4,231
 4,247
Other assets, net$89,716
 $87,890
$90,916
 $89,716
      
(1) 
Represents in-place public improvement feeagreement of approximately $15.9$15.1 million and real estate tax exemption agreement of approximately $5.3$5.0 million associated with two properties acquired in 2014.
Straight-line rent receivables are recorded net of allowances of $3.2$2.7 million and $3.5$3.2 million at December 31, 20162017 and 2015,2016, respectively.
Acquired lease intangible assets, net consisted of the following:
Years Ended December 31,December 31,
2016 20152017 2016
(In thousands)(In thousands)
Lease originations costs$107,625
 $119,181
$94,200
 $107,625
Above market leases12,393
 13,994
9,587
 12,393
120,018
 133,175
103,787
 120,018
Accumulated amortization(47,594) (44,356)(44,228) (47,594)
Net acquired lease intangibles$72,424
 $88,819
$59,559
 $72,424
      
Acquired lease intangible assets have a remaining weighted-average amortization period of 3.310.3 years as of December 31, 20162017.  These intangible assets are being amortized over the lives of the applicable lease.  Amortization of lease origination costs is an increase to amortization expense and amortization of above-market leases is a reduction to minimum rent revenue over the applicable terms of the respective leases. Amortization of the above market lease asset resulted in a reduction of revenue of approximately $2.52.0 million, $3.1$2.5 million,, and $2.7$3.1 million for the years ended December 31, 20162017, 20152016, and 20142015, respectively.


F-22F-24





Combined, amortizable other assets, net and acquired lease intangibles, net totaled $134.9$121.7 million. The following table represents estimated aggregate amortization expense related to those assets as of December 31, 2016:2017:
Year Ending December 31,  
(In thousands)
(In thousands)
2017$21,986
201818,127
$20,228
201914,777
15,956
202012,167
12,900
20219,822
10,958
20228,522
Thereafter57,988
53,088
Total
$134,867
$121,652
  
 

8. Debt
 
The following table summarizes our mortgages and notes payable and capital lease obligation as of December 31, 20162017 and 20152016:
December 31,December 31,
2016 20152017 2016
(In thousands)(In thousands)
Senior unsecured notes$535,000
 $460,000
$610,000
 $535,000
Unsecured term loan facilities210,000
 210,000
210,000
 210,000
Fixed rate mortgages160,718
 322,457
120,944
 160,718
Unsecured revolving credit facility86,000
 60,000
30,000
 86,000
Junior subordinated notes28,125
 28,125
28,125
 28,125
1,019,843
 1,080,582
999,069
 1,019,843
Unamortized premium5,120
 6,935
3,967
 5,120
Unamortized deferred financing costs(3,740) (3,806)(3,821) (3,740)
$1,021,223
 $1,083,711
$999,215
 $1,021,223
      
Capital lease obligation$1,066
 $1,108
$1,022
 $1,066
      
Senior unsecured notes and unsecured term loans

We completed the following financing transactions during 2016:2017:

In July 2016, we entered into agreements to issueThe Company closed a $75.0 million private placement of senior unsecured notes in a private placement offering. The notes have a 12-year term and are priced at a fixed interest rate of 3.64%.notes. The notes were issued to extend the Company's maturity waterfallin three tranches with terms of 5, 10, and reduce its12 years and a weighted average interest rate. The salerate of the notes closed on November 30, 2016.4.46%.  Proceeds were used to pay off without penalty two existing mortgages and for general corporate purposes.

In March 2016, we executed an amendment extendingaddition, the maturity of our $60.0Company amended and repriced its $75.0 million unsecured term loan originally maturing in 2018 to 2023 and entered into a forward startingdue 2021.  The transaction reduced the loan’s interest rate swap agreementby 35 basis points for an aggregate notional amountthe remainder of $60.0 million.the term.

Our $745.0$820.0 million of senior unsecured notes and unsecured term loans have interest rates ranging from 2.99%2.84% to 4.74% and are due at various maturity dates from May 2020 through November 2028.December 2029.

Mortgages

During 20162017 we had the following mortgage transactions:

In December 2016,November 2017, we repaid twoa maturing mortgage notesnote secured by certain propertiesMarket Plaza totaling $125.9$14.3 million with an average weighted interest rate of 5.49%2.86%. In conjunction with the mortgage repayments we recognized a cash loss on extinguishment

F-23F-25





of debt of approximately $0.4 million related to a pre-payment penalty and a non-cash benefit of approximately $0.1 million related to the write off of a mortgage premium.

In August 2016, we conveyed the title to and interest in The Towne Center at Aquia to the mortgage lender for the property. At the time of conveyance, the outstanding balance of the mortgage loan was $11.8 million, resulting in a loss on extinguishment of debt of $0.8 million.

In March 2016,December 2017, we repaid a mortgage note secured by Troy Marketplace in the amount of $20.6Jackson Crossing totaling $22.3 million that hadwith an interest rate of 5.90%5.76%.

Our $160.7$120.9 million of fixed rate mortgages have interest rates ranging from 2.86%3.76% to 7.38% and are due at various maturity dates from January 2018December 2019 through June 2026. The fixed rate mortgage notes are secured by mortgages on properties that have an approximate net book value of $360.9$179.9 million as of December 31, 20162017.
We have no mortgage maturities until Januarymortgages maturing in 2018 and itonly one mortgage maturing in 2019 for $3.0 million. It is our intent to repay these mortgagesthis mortgage using cash flow from operations, borrowings under our unsecured line of credit, or other sources of financing.

The mortgage loans encumbering our properties are generally nonrecourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender.  These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly and certain environmental liabilities.  In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.
We have entered into mortgage loans which are secured by multiple properties and contain cross-collateralization and cross-default provisions.  Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan.  Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Revolving Credit Facility

In September 2017, the Company closed on its amended and restated $350.0 million unsecured revolving credit facility.  The credit facility matures September 2021 and can be extended one year to 2022 through two six-month options.  Borrowings on the credit facility are priced on a leverage grid ranging from LIBOR plus 130 basis points to LIBOR plus 195 basis points. At December 31, 2017 borrowings were priced at LIBOR plus 135 basis points.  Additionally, the facility allows for increased borrowing capacity up to $650.0 million through an accordion feature.
During 20162017 we had net borrowingspayments of $26.0$56.0 million on our revolving credit facility and had outstanding letters of credit issued under our revolving credit facility, not reflected in the accompanying consolidated balance sheets, totaling $0.5$1.3 million. These letters of credit reduce borrowing availability under our bank facility. As of December 31, 2016, $263.52017, $318.7 million was available to be drawn on our $350.0 million unsecured revolving credit facility subject to our compliance with certain covenants. As of December 31, 20162017 the variable interest rate was 2.07%2.71%.

The revolving credit and term loan facilities contain financial covenants relating to total leverage, fixed charge coverage ratio, tangible net worth and various other calculations.  As of December 31, 2016, we were in compliance with these covenants.

Junior Subordinated Notes

Our junior subordinated notes have a variable rate of LIBOR plus 3.30%, for an effective rate of 4.19%4.68% at December 31, 2016.2017.  The maturity date is January 2038.

Capital lease

At December 31, 20162017 we had a capital ground lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky with a gross carrying value of $13.2 million classified as land. Total amounts expensed as interest relating to this lease were $0.1 million, $0.1 million and $0.1 million for each of the years ended December 31, 2017, 2016, and 2015 respectively.

Covenants

Our revolving credit facility, senior unsecured notes and 2014 respectively.term loans contain financial covenants relating to total leverage, fixed charge coverage ratio, tangible net worth and various other calculations.  As of December 31, 2017, we were in compliance with these covenants.








F-26






The following table presents scheduled principal payments on mortgages and notes payable and capital lease payments as of December 31, 20162017:

F-24





Year Ending December 31, Principal Payments Capital Lease Payments Principal Payments Capital Lease Payments
 (In thousands) (In thousands)
2017 $3,203
 $100
2018 (1)
 125,132
 100
2018 $2,562
 $100
2019 5,860
 100
 5,859
 100
2020 102,269
 100
 102,269
 100
2021 114,508
 100
2021(1)
 144,508
 100
2022 77,397
 100
Thereafter 668,871
 1,100
 666,474
 1,000
Subtotal debt 1,019,843
 1,600
 999,069
 1,500
Unamortized mortgage premium 5,120
 
 3,967
 
Deferred financing costs (3,740) 
Unamortized deferred financing costs (3,821) 
Amounts representing interest 
 (534) 
 (478)
Total $1,021,223
 $1,066
 $999,215
 $1,022
  
    
  
 
(1) 
Scheduled maturities in 20182021 include the $86.0$30.0 million balance on the unsecured revolving credit facility drawn as of December 31, 2016.2017.
9. Acquired Lease Intangible Liabilities, Net

Acquired lease intangible liabilities, net were $63.7$60.2 million and $64.2$63.7 million as of December 31, 2017 and 2016, and 2015, respectively. We completed one acquisition in 2016 and the purchase price allocation included $5.4 million of acquired lease intangible liabilities. 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 $5.96.4 million, $5.85.9 million, and $4.95.8 million for the years ended December 31, 20162017, 20152016 and 20142015, respectively.

We completed two acquisitions in 2017 and the purchase price allocations included $6.6 million of acquired lease intangible liabilities.

10.  Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis. Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis.  As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our consolidated financial statements. These levels are:
 
Level 1Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2Valuation 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.
Level 3Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.


F-27





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.


F-25





The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 20162017 and 20152016.
 Balance Sheet location Total Fair Value Level 1 Level 2 Level 3 Balance Sheet location Total Fair Value Level 1 Level 2 Level 3
2017 (In thousands)
Derivative assets - interest rate swaps Other assets $3,133
 $
 $3,133
 $
Derivative liabilities - interest rate swaps Other liabilities $(208) $
 $(208) $
2016 (In thousands)        
Derivative assets - interest rate swaps Other assets $2,143
 $
 $2,143
 $
 Other assets $2,143
 $
 $2,143
 $
Derivative liabilities - interest rate swaps Other liabilities $(1,300) $
 $(1,300) $
 Other liabilities $(1,300) $
 $(1,300) $
2015        
Derivative assets - interest rate swaps Other assets $642
 $
 $642
 $
Derivative liabilities - interest rate swaps Other liabilities $(2,241) $
 $(2,241) $
                

Other Assets and Liabilities
The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

Debt

We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt.  The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the debt is outstanding through maturity and considers the debt’s collateral (if applicable).  Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.  Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $940.9 million and $905.7 million and $996.3 millionas of December 31, 20162017 and 2015,2016, respectively, have fair values of approximately $900.3$940.8 million and $1.0 billion,$900.3 million, respectively.  Variable rate debt’s fair value is estimated to be the carrying values of $114.1$58.1 million and $87.4$114.1 million as of December 31, 20162017 and 20152016, respectively. We classify our debt as Level 2.


F-28





Net Real Estate

Our net real estate, including any identifiable intangible assets, isare 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, 20162017 and 20152016 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, 20162017 and 20152016.
AssetsTotal Fair Value Level 1 Level 2 Level 3 
Total
Impairment
Total Fair Value Level 1 Level 2 Level 3 
Total
Impairment
(In thousands)(In thousands)
2017         
Income producing properties$68,100
 $
 $
 $68,100
 $(8,422)
Land available for sale1,896
 
 
 1,896
 (982)
Total$69,996
 $
 $
 $69,996
 $(9,404)
2016          
  
  
  
  
Land available for sale$6,815
 $
 $
 $6,815
 $(977)$6,815
 
 
 $6,815
 $(977)
Total$6,815
 $
 $
 $6,815
 $(977)$6,815
 $
 $
 $6,815
 $(977)
2015 
  
  
  
  
Land available for sale$453
 
 
 $453
 $(2,521)
Total$453
 $
 $
 $453
 $(2,521)
                  

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

F-26





has occurred, we charge to expense the excess of the carrying value of the equity investment over its estimated fair value.  We classify other-than-temporarily impaired equity investments in unconsolidated entities as nonrecurring Level 3.

11.  Derivative Financial Instruments

We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt. We may also enter into forward starting swaps to set the effective interest rate on planned fixed rate financing.  On the date we enter into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability.  Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be highly effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction. The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in our consolidated statements of operations.  We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis.  Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. At December 31, 2016,2017, all of our hedges were highly effective.

As of December 31, 2016,2017, we had nine interest rate swap agreements in effect for an aggregate notional amount of $210.0 million converting our floating rate corporate debt to fixed rate debt. In addition we have entered into one forward starting interest rate swap agreements for an aggregate notional amount of $60.0 million. All of our interest rate swap agreements are designated as cash flow hedges The agreements provide for swapping one-month LIBOR interest rates ranging from 1.460% to 2.150% and have expirations ranging from October 2018 to March 2023.


F-29





The following table summarizes the notional values and fair values of our derivative financial instruments as of December 31, 20162017:
Underlying Debt 
Hedge
Type
 
Notional
Value
 
Fixed
Rate
 
Fair
Value
 
Expiration
Date
 
Hedge
Type
 
Notional
Value
 
Fixed
Rate
 
Fair
Value
 
Expiration
Date
   (In thousands)   (In thousands)     (In thousands)   (In thousands)  
Derivative Assets              
Unsecured term loan facility Cash Flow $50,000
 1.460% $185
 05/2020 Cash Flow $50,000
 1.460% $616
 05/2020
Unsecured term loan facility Cash Flow 20,000
 1.498% 177
 05/2021 Cash Flow 20,000
 1.498% 372
 05/2021
Unsecured term loan facility Cash Flow 15,000
 1.490% 138
 05/2021 Cash Flow 15,000
 1.490% 284
 05/2021
Unsecured term loan facility Cash Flow 40,000
 1.480% 429
 05/2021 Cash Flow 40,000
 1.480% 769
 05/2021
 $125,000
 

 $929
  $125,000
 

 $2,041
 
Derivative Assets - Forward Swaps              
Unsecured term loan facility Cash Flow 60,000
 1.770% 1,214
 03/2023 Cash Flow 60,000
 1.770% 1,092
 03/2023
Total Derivative Assets $185,000
 
 $2,143
  $185,000
 
 $3,133
 
              
Derivative Liabilities              
Unsecured term loan facility Cash Flow $30,000
 2.048% $(457) 10/2018 Cash Flow $30,000
 2.048% $(78) 10/2018
Unsecured term loan facility Cash Flow 25,000
 1.850% (291) 10/2018 Cash Flow 25,000
 1.850% (28) 10/2018
Unsecured term loan facility Cash Flow 5,000
 1.840% (58) 10/2018 Cash Flow 5,000
 1.840% (5) 10/2018
Unsecured term loan facility Cash Flow 15,000
 2.150% (296) 05/2020 Cash Flow 15,000
 2.150% (58) 05/2020
Unsecured term loan facility Cash Flow 10,000
 2.150% (198) 05/2020 Cash Flow 10,000
 2.150% (39) 05/2020
Total Derivative Liabilities   $85,000
  
 $(1,300)     $85,000
  
 $(208)  
              
 

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The effect of derivative financial instrumentsfair value and cash flow hedge accounting on our consolidated statements of operationsAccumulated Other Comprehensive Income for the yearyears ended December 31, 20162017 and 20152016 is summarized as follows:
 Amount of Gain (Loss)
Recognized in OCI on Derivative
(Effective Portion)
 Location of Loss Reclassified from Accumulated OCI 
Amount of Loss Reclassified from
Accumulated OCI into
Income (Effective Portion)
 Amount of Gain
Recognized in OCI on Derivative
 Location of Loss Reclassified from Accumulated OCI into Income 
Amount of Loss Reclassified from
Accumulated OCI into
Income
Derivatives in Cash Flow Hedging Relationship Year Ended December 31, into Income Year Ended December 31, Year Ended December 31, Year Ended December 31,
2016 2015 (Effective Portion) 2016 2015 2017 2016 Location of Loss Reclassified from Accumulated OCI into Income2017 2016
 (In thousands)   (In thousands) (In thousands)  (In thousands)
Interest rate contracts - assets $3,718
 $1,008
 Interest Expense $(2,217) $(902) $1,373
 $3,718
 Interest Expense$(383) $(2,217)
Interest rate contracts - liabilities 1,230
 2,589
 Interest Expense (289) (2,125) 1,983
 1,230
 Interest Expense (891) (289)
Total $4,948
 $3,597
 Total $(2,506) $(3,027) $3,356
 $4,948
 Total $(1,274) $(2,506)
                

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12. Leases

Revenues

Approximate future minimum revenues from rentals under non-cancelable operating leases in effect at December 31, 20162017, assuming no new or renegotiated leases or option extensions on lease agreements and no early lease terminations were as follows:
Year Ending December 31,  
(In thousands)(In thousands)
2017$181,697
2018167,846
$175,747
2019147,880
160,699
2020130,637
145,066
2021107,892
123,300
202296,357
Thereafter347,640
309,956
Total$1,083,592
$1,011,125
 
 

Expenses

We have an operating lease for our corporate headquarters in Michigan for a term expiring in 2019. We recognized rent expense of $0.6 million, $0.6 million, and $0.6 million for the years ended December 31, 2017, 2016, 2015, and 2014,2015, respectively.

We also have aan operating ground lease at Centennial Shops located in Edina, Minnesota. The lease includes rent escalations throughout the lease period and expires in April 2105. We recognized rent expense of $1.2 million and $0.2 million forfor the yearyears ended December 31, 2016.2017 and 2016, respectively.

Approximate future rental payments under our non-cancelable operating leases, assuming no option extensions are as follows:
Year Ending December 31,  
(In thousands)(In thousands)
2017$1,485
20181,494
$1,494
20191,285
1,285
2020856
856
2021856
856
2022856
Thereafter96,139
95,283
Total$102,115
$100,630
 
 

F-28F-31





13. Earnings per Common Share
 
The following table sets forth the computation of basic earnings per share (“EPS”):
 Year Ended December 31,
 2016 2015 2014
 (In thousands, except per share data)
Income (loss) from continuing operations$61,112
 $66,895
 $(2,412)
Net (income) loss from continuing operations attributable to noncontrolling interest(1,448) (1,786) 48
Preferred share dividends and conversion costs(6,701) (7,338) (7,250)
Allocation of continuing income to restricted share awards(354) (336) (180)
Net income (loss) available to common shareholders$52,609
 $57,435
 $(9,794)
      
Weighted average shares outstanding, Basic79,236
 78,848
 72,118
      
Earnings (loss) per common share, Basic$0.66
 $0.73
 $(0.14)
      
 Year Ended December 31,
 2017 2016 2015
 (In thousands, except per share data)
Net income$70,719
 $61,112
 $66,895
Net (income) attributable to noncontrolling interest(1,659) (1,448) (1,786)
Preferred share dividends and conversion costs(6,701) (6,701) (7,338)
Allocation of income to restricted share awards(429) (354) (336)
Net income available to common shareholders$61,930
 $52,609
 $57,435
      
Weighted average shares outstanding, Basic79,344
 79,236
 78,848
      
Earnings per common share, Basic$0.78
 $0.66
 $0.73
      
 The following table sets forth the computation of diluted EPS:
 Year Ended December 31,
 2016 2015 2014
 (In thousands, except per share data)
Income (loss) from continuing operations$61,112
 $66,895
 $(2,412)
Net (income) loss from continuing operations attributable to noncontrolling interest(1,448) (1,786) 48
Preferred share dividends and conversion costs(6,701) (7,338) (7,250)
Allocation of continuing income to restricted share awards(354) (336) (180)
Net income (loss) available to common shareholders$52,609
 $57,435
 $(9,794)
      
Weighted average shares outstanding, Basic79,236
 78,848
 72,118
Stock options and restricted share awards using the treasury method (1)
199
 187
 
Weighted average shares outstanding, Diluted (2)(3)
79,435
 79,035
 72,118
      
Earnings (loss) per common share, Diluted$0.66
 $0.73
 $(0.14)
      
 Year Ended December 31,
 2017 2016 2015
 (In thousands, except per share data)
Net income$70,719
 $61,112
 $66,895
Net (income) attributable to noncontrolling interest(1,659) (1,448) (1,786)
Preferred share dividends and conversion costs(6,701) (6,701) (7,338)
Allocation of income to restricted share awards(429) (354) (336)
Net income available to common shareholders$61,930
 $52,609
 $57,435
      
Weighted average shares outstanding, Basic79,344
 79,236
 78,848
Stock options and restricted share awards using the treasury method186
 199
 187
Weighted average shares outstanding, Diluted (1)(2)
79,530
 79,435
 79,035
      
Earnings per common share, Diluted$0.78
 $0.66
 $0.73
      
 
(1)
For the year ended December 31, 2014 stock options and restricted stock awards are anti-dilutive and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.
(2) 
The assumed conversion of preferred shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.
(3)(2) 
The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share.
14. Shareholders’ Equity

Underwritten public offerings

In 2016 and 2015 weWe did not complete any underwritten public offerings.offerings in 2017, 2016 nor 2015.

Controlled equity offerings

In June 2016, we terminated our previous controlled equity offering arrangement and commenced a new distribution agreement that registered up to 8.0 million common shares for issuance from time to time, in our sole discretion. The shares issuable in the new distribution agreement are registered with the Securities and Exchange Commission on our registration statement on Form S-3 (No. 333-211925). We issued no shares under the arrangement in either 2017 or 2016.

In 2015, through our previous controlled equity offering we issued 0.9 million common shares at an average price of $19.28 and received approximately $17.1 million in net proceeds, after sales commissions and fees of $0.3 million.

Non-Controlling Interests

F-29F-32





Non-Controlling Interests

As of December 31, 2017, 2016 and 2015 we had 1,916,403, 1,917,329 and 2,001,461 OP Units outstanding.outstanding, respectively. OP Unit holders are entitled to exchange their units for our common shares on a 1:1 basis or for cash.  The form of payment is at our election. During 2017, 2016 and 2015, 926, 84,132 and 245,734 units were converted for cash in the amount of $0.01 million, $1.5 million.million and $3.8 million, respectively.

Preferred Shares

As of December 31, 2017, 2016 and 2015 we had 1,848,539 shares of 7.25% Series D Cumulative Convertible Preferred Shares (“Preferred Shares”) outstanding that have a liquidation preference of $50 per share and par value $0.01 per share.share, respectively. The Preferred Shares are convertible at any time by the holders to our common shares at a conversion rate of $13.71, $13.94 and $14.10 per share.share as of December 31, 2017, 2016 and 2015, respectively. The conversion rate is adjusted quarterly. The Preferred Shares are also convertible under certain circumstances at our election. The holders of the Preferred Shares have no voting rights. At December 31, 2017, 2016, and 2015, the Preferred Shares were convertible into approximately 6.7 million. 6.6 million and 6.6 million shares of common stock.stock, respectively.

In April 2015, holders of preferred shares converted Preferred Shares with a liquidation preference of $7.6 million into 532,628 common shares pursuant to the terms of the securities, and in that connection we incurred conversion costs of approximately $0.5 million.

The following table provides a summary of dividends declared and paid per share:
Year Ended December 31,Year Ended December 31,
2016 2015 20142017 2016 2015
Declared Paid Declared Paid Declared PaidDeclared Paid Declared Paid Declared Paid
                      
Common shares$0.860
 $0.850
 $0.820
 $0.810
 $0.775
 $0.763
$0.880
 $0.880
 $0.860
 $0.850
 $0.820
 $0.810
Preferred shares$3.625
 $3.625
 $3.625
 $3.625
 $3.625
 $3.625
$3.625
 $3.625
 $3.625
 $3.625
 $3.625
 $3.625
                      

A summary of the income tax status of dividends per share paid is as follows:
Year Ended December 31,Year Ended December 31,
2016 2015 20142017 2016 2015
Common shares          
Ordinary dividend$0.640
 $0.658
 $0.715
$0.686
 $0.64
 $0.658
Capital gain distribution0.160
 
 0.060
0.034
 0.16
 
Non-dividend distribution
 0.162
  
 
 0.162
$0.800
 $0.820
 $0.775
$0.720
 $0.800
 $0.820
7.25% Series D Cumulative Convertible Preferred Shares          
Ordinary dividend$2.881
 $3.625
 $3.342
$2.725
 $2.881
 $3.625
Capital gain distribution0.744
 
 0.283
0.137
 0.744
 
$3.625
 $3.625
 $3.625
$2.862
 $3.625
 $3.625
          

The fourth quarter common shares distribution for 2017, which was paid on January 2, 2018, has been treated as paid on January 2, 2018 for income tax purposes. The fourth quarter distribution for 2016 distribution iswhich was paid on January 3, 2017 was treated as paid in two tax years for income tax purposes, $0.160$0.16 per share is treated as paid on and reported to shareholders on December 31, 2016 and $0.06 per share is treated as paid on and reported to shareholders on January 3, 2017.

The fourth quarter preferred shares distribution for 2017, which was paid on January 2, 2018 has been treated as paid in two tax years for income tax purposes, $0.14 has been treated as paid on December 31, 20162017 and $0.060 is$0.76 has been treated as paid on January 3, 2017, which accounts for the variance between the dividend declared of $0.860 for the year ended December 31, 2016 and the tax status of $0.800.2, 2018.

F-33






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.

F-30





15.  Share-Based Compensation and Other Benefit Plans

Incentive and Stock Option Plans

As of December 31, 20162017 we have one share-based compensation plan in effect, the 2012 Omnibus Long-Term Incentive Plan (“2012 LTIP”). Under the plan our compensation committee may grant, subject to performance conditions as specified by the compensation committee, restricted shares, restricted share units, options and other awards for up to 2.0 million of our common shares, units or stock options, of which 1.41.2 million is available for issuance as of December 31, 20162017.

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;
2003 LTIP which allowed for the grant of stock options to our executive officers and employees.  As of December 31, 2016, there were 47,140 options exercisable; and
2003 Non-Employee Trustee Stock Option Plan – this plan provided for the annual grant of options to purchase our shares to our non-employee trustees.  As of December 31, 2016, there were 10,000 options exercisable.
We recognized total share-based compensation expense of $3.44.4 million, $1.63.4 million, and $4.61.6 million for 20162017, 20152016, and 20142015, respectively.

Restricted Stock Share-Based Compensation

Beginning inUnder the 2012 LTIP, the compensation committee determined that the LTIP award would consistCompany has made grants of 50% service basedservice-based restricted shares, and 50%performance-based cash awards and performance-based equity awards.

The service-based employee restricted share awards include a five year vesting period and the compensation expense is recognized on a graded vesting basis. The service-based trustee restricted share awards include a one year vesting period.  We recognized expense related to all restricted share grantsawards of $2.9 million for the year ended December 31, 2016, $1.9 million for year ended December 31, 2015 and $2.1$2.7 million for the year ended December 31, 2014.2017, $2.9 million for year ended December 31, 2016 and $1.9 million for the year ended December 31, 2015.

The performance sharesperformance-based cash awards granted prior to 2017 are earned subject to a future performance measurement based on a three-year shareholder return peer comparison (the “TSR Grants”). If the performance criterion is met the actual value of the grant earned will be determined and 50% of the award will be paid in cash immediately while the balance will be paid in cash the following year. The performance-based equity awards granted in 2017 are also earned subject to a future performance measurement based upon a three-year shareholder return peer comparison. We recognized a compensation expense of $1.5 million, $0.5 million compensation benefit ofand $0.4 million and compensation expense of $2.5 million related to the cashthese performance awards recorded during the years ended December 31, 2017, 2016 and 2015, and 2014, respectively.

Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of the cash and equity TSR Grants, and any subsequent re-measurements, based upon a Monte Carlo simulation model.  We recognize the compensation expense ratably over the requisite service period and we are required to re-value the performance cash awards at the end of each quarter. We use the same methodology as was used at the initial grant date and adjust the compensation expense accordingly.  If it is determined that the performance criteria will not be met, compensation expense previously recognized is reversed.


F-34





A summary of the activity of service based restricted shares under the LTIP for the years ended December 31, 20162017, 20152016 and 20142015 is presented below:
2016 2015 20142017 2016 2015
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 ValueNumber 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 year327,732
 $16.39
 365,524
 $14.92
 375,813
 $13.71
327,543
 $17.02
 327,732
 $16.39
 365,524
 $14.92
Granted130,890
 17.80
 180,914
 17.77
 286,954
 16.70
210,895
 $14.22
 130,890
 $17.80
 180,914
 $17.77
Vested(124,187) 15.88
 (176,816) 14.29
 (281,851) 12.69
(119,134) $16.66
 (124,187) $15.88
 (176,816) $14.29
Forfeited or expired(6,892) 16.76
 (41,890) 16.17
 (15,392) 14.69
(7,109) $14.75
 (6,892) $16.76
 (41,890) $16.17
Outstanding, end of the year327,543
 17.02
 327,732
 16.39
 365,524
 14.92
412,195
 $15.58
 327,543
 $17.02
 327,732
 $16.39
                      
 

F-31





As of December 31, 20162017 there was approximately $4.24.9 million of total unrecognized compensation cost related to non-vested restricted share awards granted under our various share-based plans that we expect to recognize over a weighted average period of 4.22.7 years.

Stock Option Share-Based Compensation

When we grant options, the fair value of each option granted, used in determining the share-based compensation expense, is estimated on the date of grant using the Black-Scholes option-pricing model.  This model incorporates certain assumptions for inputs including risk-free rates, expected dividend yield of the underlying common shares, expected option life and expected volatility.

No options were granted under the LTIP in the years ended December 31, 20162017, 20152016 and 20142015.

The following table reflects the stock option activity for all plans described above:
 2016 2015 2014
 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 year107,165
 $32.13
 155,248
 $30.94
 190,993
 $30.34
Exercised
 $
 
 $
 
 $
Forfeited or expired(50,025) $29.21
 (48,083) $28.29
 (35,745) $27.73
Outstanding, end of the year57,140
 $34.69
 107,165
 $32.13
 155,248
 $30.94
Exercisable, end of the year57,140
 $34.69
 107,165
 $32.13
 155,248
 $30.94
            
The following table summarizes information about options outstanding at December 31, 2016:
 Options Outstanding Options Exercisable
Range of Exercise PriceOutstanding Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price Exercisable Weighted-Average Exercise Price
          
$34.30 - $36.5057,140
 0.2 $34.69
 57,140
 $34.69
          
 2017 2016 2015
 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 year57,140
 $34.69
 107,165
 $32.13
 155,248
 $30.94
Exercised
 $
 
 $
 
 $
Forfeited or expired(57,140) $34.69
 (50,025) $29.21
 (48,083) $28.29
Outstanding, end of the year
 $
 57,140
 $34.69
 107,165
 $32.13
Exercisable, end of the year
 $
 57,140
 $34.69
 107,165
 $32.13
            
 
Other Benefit Plan

The Company has a defined contribution profit sharing plan and trust (the "Plan") with a qualified cash or deferred 401(k) arrangement covering all employees. Participation in the Plan is discretionary for all full-time employees who have attained the age of 21. The entry date eligibility is the first pay date of a quarter following the date of hire. Our expense for the years ended December 31, 2017, 2016 2015 and 20142015 was approximately $0.2 million, $0.2 million and $0.2 million, respectively.


F-32F-35





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, 20162017, we had a federal and state deferred tax asset of $11.1$6.7 million and a valuation allowance of $11.1$6.7 million, which represents an increasea decrease of $0.4$4.4 million from December 31, 2015.2016. The decrease of $4.4 million is primarily attributable to the reduction in the federal corporate income tax rate from 35% to 21% enacted by the Tax Cuts and Jobs Act of 2017 and effective for taxable years beginning after December 31, 2017.  Our deferred tax assets, such as net operating losses and land basis differences, are reduced by an offsetting valuation allowance where there is uncertainty regarding their realizability. We believe that it is more likely than not that the results of future operations will not generate sufficient taxable income to recognize the deferred tax assets. These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs.  

If in the future we are able to conclude it is more likely than not that we will realize a future benefit from a deferred tax asset, we will reduce the related valuation allowance by the appropriate amount. The first time this occurs, it will result in a net deferred tax asset on our balance sheet and an income tax benefit of equal magnitude in our statement of operations in the period we made the determination.

During the years ended December 31, 20162017, 20152016 and 2014,2015, we recorded an income tax provision of approximately $299,000, $339,000,$143 thousand, $299 thousand, and $54,000,$339 thousand, respectively.

We had no unrecognized tax benefits as of or during the three year period ended December 31, 20162017.  We expect no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 20162017.  No material interest or penalties relating to income taxes were recognized in the statement of operations for the years ended December 31, 20162017, 20152016, and 20142015 or in the consolidated balance sheets as of December 31, 20162017, 20152016, and 20142015.  It is our accounting policy to classify interest and penalties relating to unrecognized tax benefits as tax expense.  As of December 31, 20162017, returns for the calendar years 20132014 through 20162017 remain subject to examination by the Internal Revenue Service (“IRS”) and various state and local tax jurisdictions.  As of December 31, 20162017, certain returns for calendar year 20122013 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, 2016,2017, we had entered into agreements for construction costs of approximately $5.9$20.8 million.


F-36





Litigation

We are currently involved in certain litigation arising in the ordinary course of business.


F-33




We are not aware of any matters that would have a material effect on our consolidated financial statements.

Environmental Matters

We are subject to numerous federal, state and local environmental laws, ordinances and regulations in the areas where we own or operate properties. We are not aware of any contamination which may have been caused by us or any of our tenants that would have a material effect on our consolidated financial statements.

As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs which will expedite and assure satisfactory compliance with environmental laws and regulations should contaminants need to be remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs.

While we believe that we do not have any material exposure to environmental remediation costs, we cannot give absolute assurance that changes in the law or new discoveries of contamination will not result in additional liabilities to us.
18.  Subsequent Events

We have evaluated subsequent events through the date that the consolidated financial statements were issued.

Subsequent to year-end, the Company sold one Michigan shopping center and agreed to sell another for a combined total of $28.5 million.

In addition, the Company also acquired two high-quality shopping centers for $167.4 million.
19.  Selected Quarterly Financial Data (Unaudited)

The following table sets forth summarized quarterly financial data for the year ended December 31, 20162017:
Quarters Ended 2016Quarters Ended 2017
March 31 June 30 September 30 December 31March 31 June 30 September 30 December 31
(In thousands, except per share amounts)(In thousands, except per share amounts)
Total revenue$66,512
 $65,884
 $64,080
 $64,454
$67,825
 $67,062
 $65,931
 $64,263
Operating income$17,219
 $19,115
 $16,669
 $17,905
$13,091
 $18,132
 $16,531
 $15,646
Net income attributable to RPT$11,845
 $27,363
 $13,545
 $6,911
$13,098
 $6,105
 $28,933
 $20,923
Net income available to common shareholders$10,170
 $25,688
 $11,870
 $5,235
$11,423
 $4,430
 $27,258
 $19,248
Earnings per common share, basic: (1)
$0.13
 $0.32
 $0.15
 $0.07
$0.14
 $0.05
 $0.34
 $0.24
Earnings per common share, diluted:(1)
$0.13
 $0.32
 $0.15
 $0.07
$0.14
 $0.05
 $0.33
 $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, 20162017.


The following table sets forth summarized quarterly financial data for the year ended December 31, 20152016:
Quarters Ended 2015Quarters Ended 2016
March 31 (1)
 
June 30 (1)
 
September 30 (1)
 
December 31 (1)
March 31 (1)
 
June 30 (1)
 
September 30 (1)
 
December 31 (1)
(In thousands, except per share amounts)(In thousands, except per share amounts)
Total revenue$59,417
 $59,735
 $64,060
 $68,578
$66,512
 $65,884
 $64,080
 $64,454
Operating income$14,631
 $15,910
 $18,854
 $16,102
$17,219
 $19,115
 $16,669
 $17,905
Net income attributable to RPT$9,667
 $7,090
 $33,666
 $14,686
$11,845
 $27,363
 $13,545
 $6,911
Net income (loss) available to common shareholders$7,885
 $4,915
 $31,991
 $13,010
$10,170
 $25,688
 $11,870
 $5,235
Earnings per common share, basic: (1)
$0.10
 $0.06
 $0.39
 $0.16
$0.13
 $0.32
 $0.15
 $0.07
Earnings per common share, diluted:(1)
$0.10
 $0.06
 $0.38
 $0.16
$0.13
 $0.32
 $0.15
 $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, 2015.2016.


F-34F-37





RAMCO-GERSHENSON PROPERTIES TRUST
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2017
(in thousands of dollars)
  
Balance at
Beginning of Year
 
Charged to Costs
 and Expenses
 
Charged to
Other Accounts
 Deductions 
Balance at End
 of Year
           
For the Year Ended December 31, 2017          
Allowance for Doubtful Accounts $1,861
 298
 (929) 144
 $1,374
Straight Line Rent Reserve $3,245
 (500) (67) (11) $2,667
           
For the Year Ended December 31, 2016          
Allowance for Doubtful Accounts $2,790
 477
 (1,506) 100
 $1,861
Straight Line Rent Reserve $3,531
 353
 (619) (20) $3,245
           
For the Year Ended December 31, 2015          
Allowance for Doubtful Accounts $2,292
 1,107
 (609) 
 $2,790
Straight Line Rent Reserve $4,258
 769
 (569) (927) $3,531
           


F-38





RAMCO-GERSHENSON PROPERTIES TRUST
SCHEDULE III
SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 20162017
(in thousands of dollars)
   
INITIAL COST
TO COMPANY
 Capitalized Subsequent to
Acquisition or
Improvements, Net of Impairments
 
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
      
INITIAL COST
TO COMPANY
 Capitalized Subsequent to
Acquisition or
Improvements, Net of Impairments
 
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
   
PropertyLocation Encumbrances Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Date Constructed Date AcquiredLocation Encumbrances Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Date Constructed Date Acquired
Auburn MileMI $
 $15,704
 $
 $(9,168) $5,918
 $619
 $6,537
 $391
 2000 1999


 

 

 

 

 

 

 

 

 
 
Bridgewater FallsOH 56,518
 9,831
 76,446
 (108) 9,831
 76,339
 86,170
 6,252
 2005/2007 2014OH $55,545
 $9,831
 $76,446
 $717
 $9,831
 $77,163
 $86,994
 $8,268
 2005/2007 2014
Buttermilk Towne CenterKY 
 13,249
 21,103
 (265) 13,249
 20,838
 34,087
 1,762
 2005 2014KY 
 13,249
 21,103
 2,108
 13,249
 23,211
 36,460
 2,489
 2005 2014
Centennial ShopsMN 
 
 29,639
 5
 
 29,644
 29,644
 240
 2008 2016MN 
 
 29,639
 313
 
 29,952
 29,952
 1,316
 2008 2016
Central PlazaMO 
 10,250
 10,909
 12
 10,250
 10,921
 21,171
 1,736
 1970 2012MO 
 10,250
 10,909
 (69) 10,250
 10,840
 21,090
 1,976
 1970 2012
Clinton PointeMI 
 1,175
 10,499
 538
 1,176
 11,036
 12,212
 3,768
 1992 2003MI 
 1,175
 10,499
 967
 1,176
 11,465
 12,641
 4,056
 1992 2003
Clinton ValleyMI 
 1,500
 13,498
 11,417
 1,625
 24,791
 26,416
 10,864
 1977/1985 1996
Coral Creek ShopsFL 
 1,565
 14,085
 1,868
 1,572
 15,946
 17,518
 5,468
 1992 2002FL 
 1,565
 14,085
 1,984
 1,572
 16,062
 17,634
 5,767
 1992 2002
Crofton CentreMD 
 8,012
 22,774
 366
 8,012
 23,140
 31,152
 1,159
 1974 2015MD 
 8,012
 22,774
 504
 8,012
 23,278
 31,290
 1,973
 1974 2015
Crossroads CentreOH 3,447
 5,800
 20,709
 2,647
 4,903
 24,252
 29,155
 10,821
 2001 2001OH 3,352
 5,800
 20,709
 3,859
 4,904
 25,464
 30,368
 11,488
 2001 2001
Cypress PointFL 
 2,968
 17,637
 958
 2,968
 18,596
 21,564
 2,221
 1983 2013FL 
 2,968
 17,637
 880
 2,968
 18,517
 21,485
 2,739
 1983 2013
Deer Creek Shopping CenterMO 
 6,070
 18,105
 230
 6,070
 18,336
 24,406
 2,117
 1970's/2013 2013MO 
 6,070
 18,105
 80
 6,070
 18,185
 24,255
 2,615
 1970's/2013 2013
Deer Grove CentreIL 
 8,408
 8,197
 5,879
 8,408
 14,077
 22,485
 1,680
 1997 2013IL 
 8,408
 8,197
 6,454
 8,408
 14,651
 23,059
 2,524
 1997 2013
Deerfield Towne CenterOH 
 6,868
 78,551
 4,329
 6,868
 82,880
 89,748
 9,300
 2004/2007 2013OH 
 6,868
 78,551
 6,764
 6,868
 85,315
 92,183
 12,361
 2004/2007 2013
East Town PlazaWI 
 1,768
 16,216
 3,597
 1,768
 19,813
 21,581
 7,590
 1992 2000WI 
 1,768
 16,216
 4,026
 1,768
 20,242
 22,010
 8,277
 1992 2000
Front Range VillageCO 
 20,910
 80,600
 1,679
 20,910
 82,279
 103,189
 6,263
 2008 2014CO 
 20,910
 80,600
 7,805
 20,910
 88,405
 109,315
 8,894
 2008 2014
Gaines MarketplaceMI 
 226
 6,782
 3,487
 2,926
 7,570
 10,496
 2,240
 2004 2004
Harvest Junction NorthCO 
 8,254
 25,232
 5,735
 7,167
 32,054
 39,221
 3,636
 2006 2012CO 
 8,254
 25,232
 5,935
 7,374
 32,047
 39,421
 4,331
 2006 2012
Harvest Junction SouthCO 
 6,241
 22,856
 131
 6,241
 22,987
 29,228
 2,969
 2006 2012CO 
 6,241
 22,856
 199
 6,241
 23,055
 29,296
 3,432
 2006 2012
Heritage PlaceMO 
 13,899
 22,506
 1,003
 13,899
 23,508
 37,407
 4,511
 1989 2011MO 
 13,899
 22,506
 2,686
 13,899
 25,192
 39,091
 5,446
 1989 2011
Holcomb CenterGA 
 658
 5,953
 9,843
 658
 15,795
 16,453
 6,715
 1986 1996GA 
 658
 5,953
 11,078
 658
 17,031
 17,689
 7,463
 1986 1996
Hoover ElevenMI 
 3,308
 29,778
 4,239
 3,304
 34,021
 37,325
 11,241
 1989 2003
Hunters SquareMI 
 7,673
 52,774
 6,333
 7,652
 59,128
 66,780
 6,424
 1988 2013MI 
 7,673
 52,774
 6,404
 7,652
 59,199
 66,851
 8,173
 1988 2013
Jackson CrossingMI 22,730
 3,347
 24,261
 19,175
 3,347
 43,436
 46,783
 16,937
 1967 1996MI 
 3,347
 24,261
 18,935
 3,347
 43,196
 46,543
 18,429
 1967 1996
Jackson WestMI 
 2,806
 6,270
 6,639
 2,691
 13,023
 15,714
 6,079
 1996 1996MI 
 2,806
 6,270
 6,638
 2,691
 13,023
 15,714
 6,487
 1996 1996
Lakeland Park CenterFL 
 15,365
 
 34,666
 15,365
 34,666
 50,031
 2,905
 2014 2008FL ��
 15,365
 
 38,645
 15,365
 38,645
 54,010
 4,228
 2014 2008
Liberty SquareIL 
 2,670
 11,862
 (69) 2,665
 11,798
 14,463
 2,500
 1987 2010
Marketplace of DelrayFL 
 7,922
 18,910
 1,995
 7,922
 20,905
 28,827
 2,532
 1981/2010 2013FL 
 7,922
 18,910
 2,244
 7,922
 21,154
 29,076
 3,297
 1981/2010 2013
Market PlazaIL 14,634
 9,391
 22,682
 65
 9,391
 22,747
 32,138
 1,179
 1965/2009 2015IL 
 9,391
 22,682
 141
 9,391
 22,823
 32,214
 1,939
 1965/2009 2015
Merchants' SquareIN 
 4,997
 18,346
 2,185
 4,997
 20,530
 25,527
 4,228
 1970 2010IN 
 4,997
 18,346
 2,773
 4,997
 21,119
 26,116
 5,090
 1970 2010
Millennium ParkMI 
 5,886
 35,420
 88
 5,886
 35,508
 41,394
 1,899
 2000 2015
Mission BayFL 
 33,975
 48,159
 10,132
 33,975
 58,291
 92,266
 7,806
 1989 2013
Mount Prospect PlazaIL 
 11,633
 21,767
 (4,784) 9,601
 19,015
 28,616
 3,454
 1958/1987/2012 2013
Nagawaukee Shopping CenterWI 6,787
 7,549
 30,898
 4,234
 7,549
 35,132
 42,681
 4,628
 1994/2004/2008 2012/2013
Olentangy PlazaOH 
 4,283
 20,774
 1,765
 4,283
 22,539
 26,822
 2,085
 1981 2015
Parkway ShopsFL 
 3,145
 
 25,449
 5,902
 22,692
 28,594
 2,477
 2013 2008
Peachtree HillGA 
 7,517
 17,062
 399
 7,517
 17,461
 24,978
 1,678
 1986 2015
Promenade at Pleasant HillGA 
 3,891
 22,520
 6,270
 3,440
 29,241
 32,681
 9,035
 1993 2004
Providence MarketplaceTN 
 22,171
 85,657
 54
 22,171
 85,711
 107,882
 2,688
 2006 2017
River City MarketplaceFL 
 19,768
 73,859
 8,280
 11,140
 90,767
 101,907
 27,592
 2005 2005
                 
                 
                 

F-35F-39





                                  
   INITIAL COST
TO COMPANY
 Capitalized Subsequent to
Acquisition or
Improvements, Net of Impairments
 GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
      
INITIAL COST
TO COMPANY
 Capitalized Subsequent to
Acquisition or
Improvements, Net of Impairments
 
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
   
PropertyLocation Encumbrances Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Date Constructed Date AcquiredLocation Encumbrances Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Date Constructed Date Acquired
Mission BayFL 
 33,975
 48,159
 9,924
 33,975
 58,083
 92,058
 6,033
 1989 2013
Mount Prospect PlazaIL 
 11,633
 21,767
 1,257
 11,633
 23,024
 34,657
 3,055
 1958/1987/2012 2013
Nagawaukee Shopping CenterWI 7,373
 7,549
 30,898
 179
 7,549
 31,077
 38,626
 3,643
 1994/2004/2008 2012/2013
New Towne PlazaMI 
 817
 7,354
 5,858
 817
 13,212
 14,029
 5,664
 1975 1996
Oak Brook SquareMI 
 955
 8,591
 (770) 955
 7,821
 8,776
 
 1982 1996
Olentangy PlazaOH 
 4,283
 20,774
 341
 4,283
 21,116
 25,399
 1,357
 1981 2015
Parkway ShopsFL 
 3,145
 
 21,495
 5,902
 18,739
 24,641
 1,868
 2013 2008
Peachtree HillGA 
 7,517
 17,062
 199
 7,517
 17,261
 24,778
 992
 1986 2015
Promenade at Pleasant HillGA 
 3,891
 22,520
 6,105
 3,440
 29,076
 32,516
 7,938
 1993 2004
River City MarketplaceFL 
 19,768
 73,859
 9,345
 11,140
 91,832
 102,972
 26,340
 2005 2005
Rivertowne SquareFL 
 954
 8,587
 2,115
 954
 10,703
 11,657
 3,721
 1980 1998FL 
 954
 8,587
 2,214
 954
 10,801
 11,755
 4,110
 1980 1998
Rolling MeadowsIL 
 4,393
 5,252
 56
 4,393
 5,308
 9,701
 372
 1956/2009 2015
Roseville Towne CenterMI 
 1,403
 13,195
 3,460
 582
 17,476
 18,058
 7,326
 1963 1996
Rossford PointeOH 
 796
 3,087
 1,766
 797
 4,851
 5,648
 1,618
 2006 2005OH 
 796
 3,087
 1,477
 797
 4,563
 5,360
 1,558
 2006 2005
Shoppes of LakelandFL 
 5,503
 20,236
 968
 5,503
 21,203
 26,706
 2,607
 1985 1996FL 
 5,503
 20,236
 1,006
 5,503
 21,242
 26,745
 3,191
 1985 1996
Shops at Old OrchardMI 
 2,864
 16,698
 636
 2,864
 17,334
 20,198
 1,957
 1972/2011 2013MI 
 2,864
 16,698
 688
 2,864
 17,386
 20,250
 2,397
 1972/2011 2013
Southfield PlazaMI 
 1,121
 10,777
 959
 1,121
 11,736
 12,857
 6,801
 1969 1996MI 
 1,121
 10,777
 782
 1,121
 11,559
 12,680
 6,937
 1969 1996
Spring Meadows Place (1)
OH 27,366
 2,646
 16,758
 15,331
 5,041
 29,694
 34,735
 9,689
 1987 1996OH 26,610
 2,646
 16,758
 17,609
 5,041
 31,972
 37,013
 10,793
 1987 1996
Tel-TwelveMI 
 3,819
 43,181
 32,433
 3,819
 75,614
 79,433
 34,861
 1968 1996MI 
 3,819
 43,181
 29,851
 3,819
 73,032
 76,851
 33,890
 1968 1996
The CrossroadsFL 
 1,850
 16,650
 1,125
 1,857
 17,768
 19,625
 6,325
 1988 2002FL 
 1,850
 16,650
 1,244
 1,857
 17,887
 19,744
 6,812
 1988 2002
The Shoppes at Fox RiverWI 
 8,534
 26,227
 18,038
 9,750
 43,049
 52,799
 5,619
 2009 2010WI 
 8,534
 26,227
 18,644
 9,750
 43,655
 53,405
 6,983
 2009 2010
The Shops on Lane AvenueOH 28,650
 4,848
 51,273
 2,527
 4,848
 53,800
 58,648
 2,665
 1952/2004 2015OH 28,650
 4,848
 51,273
 3,007
 4,848
 54,280
 59,128
 4,438
 1952/2004 2015
Town & Country CrossingMO 
 8,395
 26,465
 7,623
 8,395
 34,088
 42,483
 4,588
 2008 2011MO 
 8,395
 26,465
 9,712
 8,395
 36,177
 44,572
 6,011
 2008 2011
Treasure Coast CommonsFL 
 2,924
 10,644
 (2,156) 2,924
 8,488
 11,412
 1,102
 1996 2013FL 
 2,924
 10,644
 479
 2,924
 11,123
 14,047
 1,380
 1996 2013
Troy MarketplaceMI 
 4,581
 19,041
 150
 4,581
 19,191
 23,772
 2,113
 2000/2010 2013MI 
 4,581
 19,041
 6,836
 6,176
 24,282
 30,458
 2,688
 2000/2010 2013
Troy Marketplace IIMI 
 3,790
 10,292
 588
 3,790
 10,880
 14,670
 1,870
 2000/2010 2013MI 
 3,790
 10,292
 610
 3,790
 10,902
 14,692
 2,380
 2000/2010 2013
Village Lakes Shopping CenterFL 
 862
 7,768
 6,796
 862
 14,564
 15,426
 5,231
 1987 1997FL 
 862
 7,768
 7,244
 862
 15,012
 15,874
 5,847
 1987 1997
Village PlazaFL 
 2,531
 12,688
 1,603
 2,531
 14,291
 16,822
 1,519
 1989 2013
Vista PlazaFL 
 3,667
 16,769
 403
 3,667
 17,172
 20,839
 1,933
 1998 2013FL 
 3,667
 16,769
 474
 3,667
 17,243
 20,910
 2,457
 1998 2013
Webster PlaceIL 
 28,410
 21,752
 44
 28,410
 21,796
 50,206
 1,198
 1987 2017
West BrowardFL 
 5,339
 11,521
 398
 5,339
 11,919
 17,258
 1,314
 1965 2013FL 
 5,339
 11,521
 576
 5,339
 12,097
 17,436
 1,603
 1965 2013
West Allis Towne CentreWI 
 1,866
 16,789
 14,880
 1,866
 31,669
 33,535
 12,214
 1987 1996WI 
 1,866
 16,789
 15,289
 1,866
 32,078
 33,944
 13,310
 1987 1996
West Oaks IMI 
 1,058
 10,746
 21,053
 2,826
 30,031
 32,857
 8,112
 1979 1996MI 
 1,058
 10,746
 20,601
 2,826
 29,579
 32,405
 8,385
 1979 1996
West Oaks IIMI 
 1,391
 12,519
 7,325
 1,391
 19,844
 21,235
 9,317
 1986 1996MI 
 1,391
 12,519
 7,715
 1,391
 20,234
 21,625
 9,926
 1986 1996
Winchester CenterMI 
 5,667
 18,559
 6,328
 5,667
 24,887
 30,554
 2,541
 1980 2013MI 
 5,667
 18,559
 6,612
 5,667
 25,171
 30,838
 3,592
 1980 2013
Woodbury LakesMN 
 10,411
 55,635
 5,055
 10,412
 60,688
 71,100
 5,272
 2005 2014MN 
 10,411
 55,635
 9,267
 10,412
 64,901
 75,313
 7,245
 2005 2014
Land Held for Future Development (2)
Various 
 28,266
 14,026
 (15,112) 26,805
 375
 27,180
 
 N/A N/AVarious 
 28,266
 14,026
 (19,705) 21,558
 1,029
 22,587
 
 N/A N/A
Land Available for Sale (3)
Various 
 10,931
 27,252
 (31,995) 6,188
 
 6,188
 
 N/A N/A
TOTALS  $160,718
 $430,664
 $1,496,219
 $275,785
 $413,623
 $1,789,047
 $2,202,670
 $345,204
      $120,944
 $430,921
 $1,431,956
 $326,145
 $420,938
 $1,768,084
 $2,189,022
 $351,632
    
(1) The property's mortgage loan is cross-collateralized with West Oaks II.
(2) Primarily in Hartland, MI, Lakeland, FL and Jacksonville, FL.
(3) Primarily in Hartland, MI.

F-36F-40





SCHEDULE III
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
December 31, 20162017
Year ended December 31,Year ended December 31,
2016 2015 20142017 2016 2015
(In thousands)(In thousands)
Reconciliation of total real estate carrying value:          
Balance at beginning of year$2,245,100
 $2,008,687
 $1,727,191
$2,202,670
 $2,245,100
 $2,008,687
Additions during period:          
Acquisition29,694
 234,018
 289,340
159,332
 29,694
 234,018
Improvements62,927
 57,046
 70,982
56,384
 62,927
 57,046
Deductions during period: 
  
  
 
  
  
Cost of real estate sold/written off(127,343) (52,130) (50,961)(219,960) (127,343) (52,130)
Impairment(977) (2,521) (27,865)(9,404) (977) (2,521)
Reclassification to held for sale(6,731) 
 

 (6,731) 
Balance at end of year$2,202,670
 $2,245,100
 $2,008,687
$2,189,022
 $2,202,670
 $2,245,100
Reconciliation of accumulated depreciation: 
  
  
 
  
  
Balance at beginning of year$331,520
 $287,177
 $253,292
$345,204
 $331,520
 $287,177
Depreciation Expense63,085
 59,602
 50,081
65,720
 63,085
 59,602
Cost of real estate sold/written off(42,670) (15,259) (16,196)(59,292) (42,670) (15,259)
Reclassification to held for sale(6,731) 
 

 (6,731) 
Balance at end of year$345,204
 $331,520
 $287,177
$351,632
 $345,204
 $331,520
          
Aggregate cost for federal income tax purposes$2,326,027
 $2,366,608
 $2,115,287
$2,243,928
 $2,326,027
 $2,366,608
          

F-37F-41