RPT Realty (RPT) 2018年年度報告「NYSE」.pdf

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1、CHANGING THE NARRATIVE2018 ANNUAL REPORTTIMOTHY COLLIEREXECUTIVE VICE PRESIDENT LEASING“I elected to leave my position as head of leasing at a highly respected REIT because I was drawn to the energy,excitement and growth plans for RPT under the direction of Brian.This executive team believes in hold

2、ing each other accountable,operating with complete integrity and being transparent in everything we do.I am convinced we will bring meaningful change to the company that will be reflected in our results and the growth of our people.19 W 44th ST,SUITE 1002NEW YORK,NY 10036RPTREALTY.COMSETTING NEW STA

3、NDARDSMICHAEL FITZMAURICEEXECUTIVE VICE PRESIDENT ANDCHIEF FINANCIAL OFFICERAfter discussing the CFO role with Brian,I called my wife and simply said our lives are about to change.My conversation with Brian was more like reconnecting with an old friend,and our vision to unlock RPTs embedded sharehol

4、der value was completely aligned.Joining RPT is a generational opportunity and its my goal to leverage my 20 years of cycle-tested public REIT experience and help lead RPTs next chapter of success.CATHERINE CLARKEXECUTIVE VICE PRESIDENT TRANSACTIONSI have been an executive with RPT for over 22 years

5、 and can say I have never been more excited for the future of the company than I am now.Change was needed in order to help us reach our true potential,and this new team is full of energy and vitality and focused on being transparent and acting with integrity.I am enthusiastic over our new strategic

6、direction and look forward to what the future holds.ss.dsTIMOTHY COLLIEREXECUTIVE VICE PRESIDENT LEASING“I elected to leave my position as head of leasing at a highly respected REIT because I was drawn to the energy,excitement and growth plans for RPT under the direction of Brian.This executive team

7、 believes in holding each other accountable,operating with complete integrity and being transparent in everything we do.I am convinced we will bring meaningful change to the company that will be re?ected in our results and the growth of our people.DEANNA CAINHEAD OF HUMAN RESOURCES“From my very?rst

8、conversation with Brian,I knew I would have a true partner in revitalizing and shaping the culture at RPT.Since he started,our team has made massive strides in attracting and retaining best in class talent and building a culture of empowerment,collaboration and excellence.We have never been more com

9、mitted to creating a workplace that our employees can be proud of,and I believe our actions and initiatives over the past nine months re?ect this.is.VINCENT CHAOVICE PRESIDENT FINANCEHaving covered RPT as a sell-side e?uity research analyst for eight years prior to joining the company,I had a good u

10、nderstanding of the underappreciated nature of the assets and the?uality of the organization.After hearing Brians vision and getting a sense for the caliber of the new leadership team,it was an easy decision to join.I am excited by the opportunity to help reshape the future of RPT and to learn from

11、such a dedicated and experienced group of people.HEATHER OHLBERGSENIOR VICE PRESIDENT LEGAL COUNSEL AND SECRETARYI am fortunate to be part of an organization that is an industry leader in employee growth and recognition.RPTs leadership team recognizes that a vital component to success is having a di

12、verse and inclusive employee base whose collaborative voices are both heard and sought after.It is inspiring to work with a team who sets far-reaching goals and is determined to achieve them.with some long-time colleagues,but through it all,our team stayed focused and continued to execute on their c

13、ore responsibilities and numerous initiatives,thus positioning the company for sustainable growth.Importantly,we are investing in our people by retooling and decentralizing our leasing and development teams,while internalizing our marketing and certain legal functions.We also implemented a series of

14、 changes with the goal of creating a more cohesive workforce and stronger culture,thereby allowing us to retain our most valuable team members.These initiatives include clear and consistent communication,breaking down barriers across the organization both figuratively and literally,employee recognit

15、ion awards and a host of work-life balance enhancement programs.With our experienced and energized team set and our culture built around urgency,innovation,entrepreneurial spirit,integrity,stewardship,discipline,collaboration,passion and humility,we believe we are well-prepared to produce consistent

16、ly positive results while we navigate through unprecedented waters.While our people will drive our success,our consistency will be defined by our platform.In only nine months,we have put in place several enhanced governance processes including executive lease and investment committees,weekly legal l

17、easing and tracking calls,bi-weekly property portfolio and leasing portfolio reviews and employee-wide objectives and key results.We are also improving our technology platform by implementing best-in-class reporting tools to provide improved visibility into our business and modernizing our asset lev

18、el infrastructure to provide real-time data and a better experience for tenants,consumers and ourselves.Turning to our portfolio.One of the primary reasons that drove my decision to join RPT was the opportunity to unlock shareholder value within a misunderstood and undervalued portfolio.As I examine

19、d the companys portfolio,I discovered hidden gems.For instance,our Oakland County portfolio,which is part of the broader Detroit market,is located in the 14th wealthiest county in the country and weathered the Great Recession with minimal impact.Our small shop occupancy level did not reflect the qua

20、lity of the real estate providing material upside potential.And finally,I saw many redevelopment opportunities that will maximize the value of the properties.All of this has me beyond excited about the possibilities ahead.While I saw plenty of upside in the portfolio,I also saw risk.This drove our d

21、ecision to quickly sell almost$200 million of non-core assets located in secondary and tertiary markets.It is no secret that retail is evolving at a faster pace than weve ever seen before.These changes are quickly separating the winners from the losers.Those retailers providing the most utility to c

22、ustomers,be it value,convenience,experience or some combination thereof,will win,while those that do not will lose.As a partner to our retail tenants,RPT needs to adapt as well.We are accomplishing this by aligning ourselves with brands that are better equipped to adapt to the evolving retail landsc

23、ape and investing in our properties to curate a truly unique experience for our shoppers.We are also rethinking the highest and best use for our assets,which may not be entirely retail in all cases and may include densification and mixed-use components at certain of our centers such as Webster Place

24、 and Rivertowne Square.Our strategy also entails improving the quality of our future cash flows by proactively reducing our exposure to tenants that dont have a strong value proposition or have diminishing brand appeal.As the first new Chief Executive Officer of RPT in 22 years,I am both humbled and

25、 honored that the Board chose me to lead this companys next generation of success.I believe my selection,along with the myriad of leadership and Board changes that have been implemented since I started,reflects our organizations understanding of todays dynamic environment where consumers have more c

26、hoices as to why,what,where and how to shop than ever before.Given the unprecedented pace of change unfolding,it is imperative that RPT evolves at an equal pace and with renewed urgency.On this front,I am very pleased with how much we have already accomplished in a short time frame.Since the new man

27、agement team started in June 2018,we have set in motion a series of changes designed to drive efficiency,fuel innovation,unlock the significant embedded value within our real estate and create a lasting culture of excellence within the organization.Along the way,we have transformed our people,our pl

28、atform,our portfolio and our balance sheet to drive consistent,high-quality cash flow growth while reducing future risk.Central to our future success are the great people who work at RPT.During the leadership transition,we parted DEAR FELLOWSHAREHOLDERS,VINCENT CHAOVICE PRESIDENT FINANCEHaving cover

29、ed RPT as a sell-side equity research analyst for eight years prior to joining the company,I had a good understanding of the underappreciated nature of the assets and the quality of the organization.After hearing Brians vision and getting a sense for the caliber of the new leadership team,it was an

30、easy decision to join.I am excited by the opportunity to help reshape the future of RPT and to learn from such a dedicated and experienced group of people.HEATHER OHLBERGSENIOR VICE PRESIDENT LEGAL COUNSELAND SECRETARYI am fortunate to be part of an organization that is an industry leader in employe

31、e growth and recognition.RPTs leadership team recognizes that a vital component to success is having a diverse and inclusive employee base whose collaborative voices are both heard and sought after.It is inspiring to work with a team who sets far-reaching goals and is determined to achieve them.COMP

32、ANY INFORMATIONBOARD OF TRUSTEESPRINCIPLE EXECUTIVE OFFICERSCONTACT INFORMATIONBRIANHARPERPresident&Chief Executive OfficerSTEPHEN R.BLANKFormer Senior Fellow-Finance,Urban Land InstituteAudit Committee Financial Expert and MemberNominating&Governance Committee MemberCompensation Committee MemberRIC

33、HARD L.FEDERICONon-Executive Chair,P.F.Changs China Bistro Inc.Audit Committee MemberDENNIS E.GERSHENSONFormer Chairman&CEO,RPT RealtyARTHUR H.GOLDBERGChairman,South Palm Beach Jewish FederationCompensation Committee ChairAudit Committee Financial Expert and MemberExecutive Committee MemberBRIAN L.H

34、ARPERPresident&CEO,RPT RealtyExecutive Committee ChairDAVID J.NETTINAManaging Principal,Briarwood Capital Group,LLCAudit Committee Financial Expert&ChairNominating&Governance Committee MemberExecutive Committee MemberJOEL M.PASHCOWManaging Member,Nassau Capital,LLCCompensation Committee MemberNomina

35、ting&Governance Committee MemberLAURIE M.SHAHONPresident,Wilton Capital GroupNominating&Governance Committee ChairAudit Committee Financial Expert and MemberCompensation Committee MemberExecutive Committee MemberANDREA M.WEISSFounder,President,&CEO,Retail Consulting,Inc.Co-Founder&Managing Member,Th

36、e O Alliance,LLCCompensation Committee MemberTIMOTHYCOLLIERExecutive Vice President LeasingHEATHEROHLBERGSenior Vice President Legal Counsel&SecretaryMICHAELFITZMAURICEExecutive Vice President&Chief Financial OfficerRAYMONDMERKSenior Vice President&Chief Accounting OfficerMICHAELMcBRIDESenior Vice P

37、resident Asset ManagementCATHERINECLARKExecutive Vice President TransactionsJONATHANKRAUSCHESenior VicePresident DevelopmentDEANNACAINHead of Human ResourcesNEW YORK(CORPORATE OFFICE)19 W 44th St.10th Floor,Suite 1002New York,New York 10036212.221.1261INVESTOR RELATIONSVincent Chao,CFAVice President

38、 of FVINCENT CHAOVICE PRESIDENT FINANCEHaving covered RPT as a sell-side equity research analyst for eight years prior to joining the company,I had a good understanding of the underappreciated nature of the assets and the quality of the organization.After hearing Brians vision and getting a sense fo

39、r the caliber of the new leadership team,it was an easy decision to join.I am excited by the opportunity to help reshape the future of RPT and to learn from such a dedicated and experienced group of people.HEATHER OHLBERGSENIOR VICE PRESIDENT LEGAL COUNSELAND SECRETARYI am fortunate to be part of an

40、 organization that is an industry leader in employee growth and recognition.RPTs leadership team recognizes that a vital component to success is having a diverse and inclusive employee base whose collaborative voices are both heard and sought after.It is inspiring to work with a team who sets far-re

41、aching goals and is determined to achieve them.COMPANY INFORMATIONBOARD OF TRUSTEESPRINCIPLE EXECUTIVE OFFICERSCONTACT INFORMATIONBRIANHARPERPresident&Chief Executive OfficerSTEPHEN R.BLANKFormer Senior Fellow-Finance,Urban Land InstituteAudit Committee Financial Expert and MemberNominating&Governan

42、ce Committee MemberCompensation Committee MemberRICHARD L.FEDERICONon-Executive Chair,P.F.Changs China Bistro Inc.Audit Committee MemberDENNIS E.GERSHENSONFormer Chairman&CEO,RPT RealtyARTHUR H.GOLDBERGChairman,South Palm Beach Jewish FederationCompensation Committee ChairAudit Committee Financial E

43、xpert and MemberExecutive Committee MemberBRIAN L.HARPERPresident&CEO,RPT RealtyExecutive Committee ChairDAVID J.NETTINAManaging Principal,Briarwood Capital Group,LLCAudit Committee Financial Expert&ChairNominating&Governance Committee MemberExecutive Committee MemberJOEL M.PASHCOWManaging Member,Na

44、ssau Capital,LLCCompensation Committee MemberNominating&Governance Committee MemberLAURIE M.SHAHONPresident,Wilton Capital GroupNominating&Governance Committee ChairAudit Committee Financial Expert and MemberCompensation Committee MemberExecutive Committee MemberANDREA M.WEISSFounder,President,&CEO,

45、Retail Consulting,Inc.Co-Founder&Managing Member,The O Alliance,LLCCompensation Committee MemberTIMOTHYCOLLIERExecutive Vice President LeasingHEATHEROHLBERGSenior Vice President Legal Counsel&SecretaryMICHAELFITZMAURICEExecutive Vice President&Chief Financial OfficerRAYMONDMERKSenior Vice President&

46、Chief Accounting OfficerMICHAELMcBRIDESenior Vice President Asset ManagementCATHERINECLARKExecutive Vice President TransactionsJONATHANKRAUSCHESenior VicePresident DevelopmentDEANNACAINHead of Human ResourcesNEW YORK(CORPORATE OFFICE)19 W 44th St.10th Floor,Suite 1002New York,New York 10036212.221.1

47、261INVESTOR RELATIONSVincent Chao,CFAVice President of FBRIAN HARPERPRESIDENT&CEOThese dispositions have not only improved our portfolio demographics,reduced our exposure to non-Top 40 MSAs and increased our average ABR per square foot,but most importantly,have meaningfully strengthened our cash flo

48、ws and materially enhanced our liquidity profile while improving our leverage.We executed our disposition program with the same urgency that underpins everything we do,finishing almost a full year ahead of plan,which should limit dilutive impacts to 2019 and set RPT up for a return to earnings growt

49、h in 2020 and beyond.Special thanks to Catherine Clark and her team for their excellent execution of our disposition program.Moving to our balance sheet,which we view as a key competitive advantage.Led by our talented Chief Financial Officer,Michael Fitzmaurice,we endeavor to maintain a conservative

50、 and flexible capital structure to support our internal and external growth initiatives and ultimately will look to obtain an investment grade credit rating to further enhance our cost of capital.We ended 2018 with zero outstanding on our revolving line of credit and zero debt maturities in 2019.We

51、also ended the year with over$40 million of cash and generated close to$70 million of additional disposition proceeds in the first quarter of 2019.Our completed disposition program will fund our growth initiatives in 2019 and 2020 with limited need to access our line of credit during a time of risin

52、g short-term rates.Following the expected redemption of our$28 million Junior Subordinated note,we will also have zero floating rate debt exposure,further insulating our business from an uncertain rate environment.While 2018 was a foundational year for RPT,2019 will be the year that we demonstrate o

53、ur leasing power.Led by our accomplished Executive Vice President of Leasing,Timothy Collier,our dedicated and decentralized team of local sharpshooters will invest in upgrading our portfolio and will target double-digit returns on our invested capital starting this year.Our success in this regard w

54、ill be demonstrated by our small shop occupancy rate rising toward our goal of 91-92%over the next few years and in our 2019 same property NOI growth,which we expect to be in a range of+2 to+3%.Longer-term,we expect to further mine our portfolio for attractive redevelopment and development opportuni

55、ties at high-single-digit returns.Led by another terrific addition,Senior Vice President of Development,Jonathan Krausche,our Design,Development and Construction Team will continue to cultivate and refine our strategic redevelopment and development plans at Webster Place in Chicagos Lincoln Park nei

56、ghborhood,Rivertowne Square in South Florida and many more,with a goal of incubating an annual redevelopment and development capital plan of$30-40 million starting in 2020.Before I end my inaugural letter,I would like to take a moment to discuss RPTs commitment to corporate social responsibility,whi

57、ch is a consistent focus in everything we do.We have already made significant progress on this front,including our environmentally responsible LEED Silver New York headquarters.Looking forward,we are targeting a double-digit reduction in energy usage by 2020 through our LED lighting,white roof,contr

58、olled irrigation and waste recycling programs along with a number of other initiatives.I am happy to announce that RPT won Michigans Best and Brightest in Wellness award for the fifth consecutive year in 2018,something we plan to win again in 2019 as we expand our holistic wellness programs.As a Boa

59、rd member of Autism Speaks,I could not be prouder of RPTs deep engagement with a host of amazing charitable organizations.In 2018,RPT and our employees donated our time and resources to local and national charities like Ronald McDonald House Charities,Susan G.Komen for the Cure,the American Heart As

60、sociation and the Scleroderma Foundation.Each month,the company supports a local community organization through charitable giving or volunteerism.Over the past year,our efforts to promote workforce diversity have also paid dividends within our employee base and Board,and in 2019,we will assemble ded

61、icated committees to advance our diversity efforts to support women and minority leadership.In the coming year,we also plan to adopt GRESB standards to measure our sustainability performance.At RPT,we believe the path to long-term value creation lies in our ability to sustainably grow our cash flow

62、and reduce cash flow risk,while holding ourselves to the highest standards of corporate governance and corporate citizenship.This path is neither easy nor quick,but I believe that we have successfully laid the foundation in 2018 to achieve these objectives,which gives me great confidence that we are

63、 on the right course to create significant shareholder value over the years to come.On behalf of the entire team,I thank our retail partners for choosing us,our Board of Trustees for its counsel and guidance,and our shareholders for trusting us as stewards of their capital.RPTs future is bright,and

64、I could not be more excited about the opportunities ahead.Sincerely,UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2018 OR TRANSITION REPORT PURS

65、UANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 1-10093 RPT REALTY(Exact Name of Registrant as Specified in its Charter)Maryland13-6908486(State or Other Jurisdiction of(I.R.S.Employer Identification No.)Incorporation or Organ

66、ization)31500 Northwestern Highway,Suite 30048334Farmington Hills,Michigan(Zip Code)(Address of Principal Executive Offices)Registrants Telephone Number,Including Area Code:248-350-9900Securities Registered Pursuant to Section 12(b)of the Act:Title of Each Class Name of Each ExchangeOn Which Registe

67、redCommon Shares of Beneficial Interest,($0.01 Par Value Per Share)New York Stock Exchange7.25%Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest($0.01 Par Value Per Share)New York Stock ExchangeSecurities Registered Pursuant to Section 12(g)of the Act:None Indicate by

68、 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

69、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 Indica

70、te by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes X No Indicate by check

71、 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 registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Fo

72、rm 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growt

73、h company”in Rule 12b-2 of the Exchange Act.Large Accelerated Filer X Accelerated Filer Non-Accelerated Filer Small Reporting Company Emerging Growth Company Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No XThe aggregate market va

74、lue of the common equity held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter(June 29,2018)was$1,039,336,657.As of February 15,2019 there were outstanding 80,154,911 Common Shares of Beneficial Interest.DOCUMENTS INCORP

75、ORATED BY REFERENCEPortions of the proxy statement for the annual meeting of shareholders to be held in 2019 are incorporated by reference into Part III.TABLE OF CONTENTS ItemPART IPage1.Business1A.Risk Factors1B.Unresolved Staff Comments2.Properties3.Legal Proceedings4.Mine Safety Disclosures PART

76、II 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities6.Selected Financial Data7.Managements Discussion and Analysis of Financial Condition and Results of Operations7A.Quantitative and Qualitative Disclosures About Market Risk8.Financial State

77、ments and Supplementary Data9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A.Controls and Procedures9B.Other Information PART III 10.Directors,Executive Officers and Corporate Governance11.Executive Compensation12.Security Ownership of Certain Beneficial Owner

78、s and Management and Related Stockholder Matters13.Certain Relationships and Related Transactions,and Director Independence14.Principal Accountant Fees and Services PART IV 15.Exhibits and Financial Statement Schedules Consolidated Financial Statements and Notes15141522222324254040414141424242424243

79、F-11Forward-Looking StatementsThis 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 co

80、ncerning future events and may be identified by terminology such as“may,”“will,”“should,”“believe,”“expect,”“estimate,”“anticipate,”“continue,”“predict,”or similar terms.Although the forward-looking statements made in this document are based on our good-faith beliefs,reasonable assumptions and our b

81、est 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

82、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

83、 estate investment trust(“REIT”);and other factors detailed from time to time in our filings with the Securities and Exchange Commission(the“SEC”)and in particular those set forth under Risk Factors in this Annual Report on Form 10-K.Given these uncertainties,you should not place undue reliance on a

84、ny 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 IItem 1.BusinessThe terms“Company,”“we,”“our,”or“us”refer to RPT Realty,RPT Realty,L.P.,and/or its subsidiaries,as t

85、he context may require.The content of our website and the websites of third parties noted herein in not incorporated by reference in this Annual Report on Form 10-K.GeneralRPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S.markets.As of

86、 December 31,2018,our property portfolio consisted of 51 shopping centers(including one shopping center owned through a joint venture)representing 12.4 million square feet of gross leasable area.As of December 31,2018,the Companys aggregate portfolio was 94.3%leased.The Companys principal executive

87、offices are located at 19 West 44th Street,New York,New York 10036 and its telephone number is(212)221-1261.The Companys website is .As of December 31,2018,the Company had 95 full-time employees.None of our employees is represented by a collective bargaining unit,and we believe that our relations wi

88、th our employees are good.We conduct substantially all of our business through our operating partnership,RPT Realty,L.P.(the“Operating Partnership”or “OP”),a Delaware limited partnership.The Operating Partnership,either directly or indirectly through partnerships or limited liability companies,holds

89、 fee title to all owned properties.As the sole general partner of the Operating Partnership,we have the exclusive power to manage and conduct the business of the Operating Partnership.As of December 31,2018,we owned approximately 97.7%of the Operating Partnership.The interests of the limited partner

90、s 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 o

91、f 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,includ

92、ing property and asset management,as well as ownership of certain land parcels,are conducted through taxable REIT subsidiaries(“TRSs”),which are subject to federal and state income taxes.Business StrategyIn 2018,the new executive management team set and met several key foundational objectives which

93、included the streamlining of the organizational platform,resetting the company culture,conducting a strategic asset review that resulted in the decision to sell approximately$200 million of non-core assets,cultivating a redevelopment pipeline and changing the name of the Company to RPT Realty.The as

94、set sale proceeds are expected to be re-allocated into the Companys balance sheet to lower leverage,as well as fund its near-term accretive internal growth initiatives,including the reconfiguration of anchor boxes and the increasing of small shop occupancy.2Our goal is to be a dominant shopping cent

95、er owner,with a focus on the following:Own and manage high quality open-air shopping centers predominantly concentrated in the top U.S.metro areas;Maintain value creation redevelopment and expansion pipeline;Maximize balance sheet liquidity and flexibility;and Retain motivated,talented and high perf

96、orming employees.Key methods to achieve our strategy:Deliver above average relative shareholder return and generate outsized consistent and sustainable same property NOI and Operating FFO per share growth;Pursue selective redevelopment projects with significant pre-leasing for which we expect to ach

97、ieve attractive returns on investment;Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease,redevelop and acquire assets in our core markets;Achieve lower leverage while maintaining low variable interest rate risk;and Retain access to diverse sources of capital,ma

98、intain liquidity through borrowing capacity under our unsecured line of credit and minimize the amount of debt maturities in a single year.Our portfolio consists of town center and urban-infill neighborhood and power center properties that include national chain store tenants,market-leading supermar

99、ket tenants,as well as a strong lineup of smaller national retailers to optimize the overall merchandise mix.Our centers also include entertainment components,including theaters,fitness centers and restaurants,which,in addition to supermarkets,are daily drivers of consumer traffic at our properties.

100、National chain anchor tenants in our centers include,among others,TJ Maxx/Marshalls,Dicks Sporting Goods,and ULTA Salon.Supermarket anchor tenants in our centers include,among others,Publix Super Market,Whole Foods,Kroger,Aldi,and Sprouts.Theater,fitness and restaurant tenants include,among others,R

101、egal Cinema,LA Fitness,Starbucks,Panera,and Rusty Bucket.Our shopping centers are primarily located in key growth markets in the 40 largest metropolitan markets in the United States such as Metro Detroit,Cincinnati,Southeast Florida,Milwaukee,St.Louis,Chicago,Tampa/Lakeland,Jacksonville,and Minneapo

102、lis-St.Paul.Operating Strategies and Significant TransactionsOur 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 ten

103、ants credit risk and taking actions to mitigate our exposure to that tenant credit risk.During 2018,our consolidated properties reported the following leasing activity:LeasingTransactionsSquareFootage Base Rent/SF(1)Prior Rent/SF(2)Tenant Improvements/SF(3)LeasingCommissions/SFRenewals173969,782$17.

104、80$16.87$1.24$0.16New Leases-Comparable22142,339$13.24$9.27$15.07$7.48New Leases-Non-Comparable(4)93495,131$15.59N/A$43.51$6.45Total2881,607,252$16.72N/A$15.48$2.75(1)Base rent represents contractual minimum rent under the new lease for the first 12 months of the term.(2)Prior rent represents minimu

105、m 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

106、space vacant for greater than 12 months and leases signed where the previous and current lease do not have a consistent lease structure.As a result,there is no comparable prior rent per square foot to compare to the base rent per square foot of the new lease.Investing Activities and Significant Tran

107、sactions3Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions,developments,and redevelopments.In addition we seek to sell land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria.We underwrite acq

108、uisitions 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

109、buildings and leasing newly built space.In January 2018,we acquired a 60,000 square foot leasehold interest in West Oaks,a shopping center in Novi,Michigan for$6.4 million.In addition,we sold six shopping centers and three land outparcels for gross proceeds of$125.1 million.Refer to Note 4 for addit

110、ional information related to acquisitions and dispositions.Financing Strategies and Significant TransactionsOur financing objective is to maintain a strong and flexible balance sheet to ensure access to capital at a competitive cost.In general,we seek to increase our financial flexibility by increas

111、ing our pool of unencumbered properties and borrowing on an unsecured basis.In keeping with our objective,we routinely benchmark our balance sheet on a variety of measures to our peers in the shopping center sector and REITs in general.Specifically,we completed the following financing transactions:D

112、ebtDuring 2018,our outstanding debt balance decreased by approximately$36.1 million,primarily through repayments on our revolving credit facility with the net proceeds received from disposed properties during the year.Refer to Note 8 for additional information related to our debt.At December 31,2018

113、 and 2017 we had$349.8 million and$318.7 million,respectively,available to draw under our unsecured revolving line of credit,subject to compliance with applicable covenants.EquityIn June 2016,we terminated our previous controlled equity offering arrangement and commenced a new distribution agreement

114、 that registered up to 8.0 million common shares for issuance from time to time,in our sole discretion.For the year ended December 31,2018,we did not issue any common shares through either arrangement.The shares issuable in the new distribution agreement are registered with the Securities and Exchan

115、ge Commission(SEC)on our registration statement on Form S-3(No.333-211925).SustainabilityWe continue to advance our commitment to sustainability,with a focus on achieving goals in each of the Environmental,Social and Governance(“ESG”)areas of sustainability.We believe that sustainability initiatives

116、 are a vital part of supporting our primary goal to maximize value for our shareholders.Our commitment to ESG principles starts with our employees.We are establishing a culture that intentionally attracts and retains talented employees to work in an engaging and energetic team environment that share

117、s a passion for innovation,transparency and excellence.Our employees are awarded competitive compensation packages,including healthcare benefits for employees and their families,participation in a 401(k)plan,paid time-off benefits and employee referral bonuses.In addition,we have recently adopted“RP

118、T Remote”,a flexible work initiative that allows employees the ability to telecommute one day per week.We are focused on creating healthy workspaces and promote health and wellness for our employees and their families.In 2018,we were recognized for winning Michigans Best and Brightest in Wellness fo

119、r the fifth year in a row.The Best and Brightest in Wellness awards program honors organizations that are making their workplaces,their employees and the community a healthier place to live and work.We are also devoted to philanthropy initiatives and partner with organizations that are committed to

120、improving the overall quality of life in our communities.Each month,we support a local community organization through charitable giving or volunteerism.In 2019,we intend to establish an environmental stewardship policy aimed at providing the necessary framework to commence comprehensive sustainabili

121、ty initiatives that meet our objectives of safeguarding the environment,while improving the energy efficiency of our portfolio and corporate office locations and lowering operating costs.We intend to establish measurable goals to reduce energy consumption,water usage and waste reduction across our p

122、ortfolio and will report on actual performance in our environmental disclosures.Our New York City office is already a Leadership in Energy and Environmental Design(“LEED”)certified location.LEED is an internationally recognized green building certification system,providing third-party verification 4

123、that a building or community was designed and built using strategies aimed at improving performance metrics that matter most:energy savings,water efficiency,CO2 emissions reduction,improved indoor environmental quality,and stewardship of resources and sensitivity to their impacts.We are committed to

124、 transparency with regard to our sustainability performance and will strive to enhance our disclosure using industry accepted measures.CompetitionSee page 5 of Item 1A.“Risk Factors”for a description of competitive conditions in our business.Environmental MattersSee page 11 of Item 1A.Risk Factors f

125、or a description of environmental risks for our business.Available InformationAll 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,

126、on our website at ,as soon as reasonably practicable after we electronically file such reports with,or furnish those reports to,the SEC.These filings are also available at the SECs website at www.sec.gov.Our Corporate Governance Guidelines,Code of Business Conduct and Ethics and Board of Trustees co

127、mmittee charters also are available on our website.5Item 1A.Risk FactorsYou 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 thes

128、e 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 uncertainti

129、es not presently known to us or that we currently deem immaterial may also impair our results and business operations.Operating RisksA 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

130、 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 prov

131、ide 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

132、,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

133、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,ca

134、sh flow,and value of our properties.Our concentration of properties in Florida and Michigan makes us more susceptible to adverse market conditions in these states.Our performance depends on the economic conditions in the markets in which we operate.As of December 31,2018 and 2017,our wholly-owned pr

135、operties located in Florida and Michigan accounted for approximately 23%and 19%,and 21%and 20%,respectively,of our annualized base rent.To the extent that market conditions in these or other states in which we operate deteriorate,the performance or value of our properties may be adversely affected.I

136、ncreasing 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 mai

137、l 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

138、be newer,better located or have a better tenant mix.In addition,new centers or retail stores may be developed,increasing the supply of retail space competing with our centers or taking retail sales from our tenants.As a result,we may not be able to renew leases or attract replacement tenants as leas

139、es 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 co

140、mpetitive 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 decre

141、ase.Our reliance on key tenants for significant portions of our revenues exposes us to increased risk of tenant bankruptcies that could adversely affect our income and cash flow.As of December 31,2018,we received 40.6%of our combined annualized base rents from our top 25 tenants,including our top fi

142、ve tenants:TJX Companies(4.8%),Dicks Sporting Goods(3.4%),Regal Cinemas(2.8%),Bed Bath&Beyond(2.8%)and LA Fitness(2.7%).No other tenant represented more than 2.0%of our total annualized base rent.The credit risk posed by our major tenants varies.6If any of our major tenants experiences financial dif

143、ficulties 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 lea

144、se,we would have only a general unsecured claim for damages,which may be collectible only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.Our properties generally rely on anchor tenants(tenants greater than or equal to 10,000

145、 square feet)to attract customers.The loss of anchor tenants may adversely impact the performance of our properties.If any of our anchor tenants becomes insolvent,suffers a downturn in business,abandons occupancy or decides not to renew its lease,such event could adversely impact the performance of

146、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 transfe

147、r 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

148、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

149、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 una

150、ble 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

151、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 recov

152、ery 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 m

153、aintenance costs that tenants currently pay,which would adversely affect our operating results.Our real estate assets may be subject to additional impairment provisions based on market and economic conditions.On a periodic basis,we assess whether there are any indicators that the value of our real e

154、state properties and other investments may be impaired.Under generally accepted accounting principles(“GAAP”)a propertys 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

155、 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 prop

156、erties 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

157、 future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.We recorded an impairment provision of$13.7 million in 2018 related to our real estate properties.Refer to Note 1 Organization and Summary of Significant Accounting Policie

158、s-Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for further information related to impairment provisions.Our redevelopment projects may not yield anticipated returns,which would adversely affect our operating results.Our redevelopment activi

159、ties 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 mat

160、erials 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 operati

161、ng results.7Current or future joint venture investments could be adversely affected by our lack of sole decision-making authority.As of December 31,2018,we were a party to three joint venture agreements pursuant to which one property was owned by one of the joint ventures,and we expect that we may e

162、nter into additional joint venture arrangements in the future.Our existing joint ventures are subject to various risks,and any additional joint venture arrangements in which we may engage in the future are likely to be subject to various risks,including the following:lack of exclusive control over t

163、he joint venture,which may prevent us from taking actions that are in our best interest;future capital constraints of our partners or failure of our partners to fund their share of required capital contributions,which may require us to contribute more capital than we anticipated to fund developments

164、 and/or cover the joint ventures liabilities;actions by our partners that could jeopardize our REIT status,require us to pay taxes or subject the properties owned by the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements;disputes between us and

165、our partners that may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business;changes in economic and market conditions for any adjacent non-retail use that may adversely impact the cash flow o

166、f our retail property;joint venture agreements that may require prior consent of our joint venture partners for a sale or transfer to a third party of our interest in the joint venture,which would restrict our ability to dispose of our interest in such a joint venture;and joint venture agreements th

167、at may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring us to buy the other partners interest.If any of the foregoing were to occur,our cash flow,financial condition and results of operations could be adversely affected.If we suffer losses that are uninsure

168、d or in excess of our insurance coverage limits,we could lose invested capital and anticipated profits.Catastrophic losses,such as losses resulting from wars,acts of terrorism,earthquakes,floods,hurricanes and tornadoes or other natural disasters,and pollution or environmental matters,generally are

169、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 po

170、llution 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.Inve

171、sting RisksWe 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 developm

172、ents,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 or

173、der 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 o

174、ur investment criteria or respond to adverse changes in the performance of our properties.Our ability to promptly sell one or more properties in our portfolio in response to changing economic,financial and investment conditions is limited because real estate investments are relatively illiquid.The r

175、eal estate market is affected by many factors,such as general economic conditions,supply and demand,availability of financing,interest rates and other factors that are beyond our control.We cannot be certain that we will be able to sell any property for the price and other terms we seek,or that any

176、price 8or 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

177、a property can be sold.Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.We are seeking to develop new properties,an activity that has inherent risks that could adversely impact our cash flow,financial condition and results

178、of operations.These activities are subject to the following risks:We may not be able to complete construction on schedule due to labor disruptions,construction delays,and delays or failure to receive zoning or other regulatory approvals;We may abandon our development,redevelopment and expansion oppo

179、rtunities after expending resources to determine feasibility and we may incur an impairment loss on our investment;Construction and other project costs may exceed our original estimates because of increases in material and labor costs,interest rates,operating costs,and leasing costs;We may not be ab

180、le to obtain financing on favorable terms for construction;We might not be able to secure key anchor or other tenants;We may experience a decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;Occupancy rates and rents at a completed project may not meet our

181、projections;and The time frame required for development,constructions and lease-up of these properties means that we may have to wait years for a significant cash return.If any of these events occur,our development activities may have an adverse effect on our results of operations,including addition

182、al impairment provisions.For a detailed discussion of development projects,refer to Notes 3 and 5 of the notes to the consolidated financial statements.Financing RisksIncreases in interest rates may affect the cost of our variable-rate borrowings,our ability to refinance maturing debt and the cost o

183、f any such refinancings.As of December 31,2018,we had seven interest rate swap agreements in effect for an aggregate notional amount of$210.0 millionconverting our floating rate corporate debt to fixed rate debt.After accounting for these interest rate swap agreements,we had$28.1 million of variable

184、 rate debt outstanding at December 31,2018.Increases in interest rates on our existing indebtedness would increase our interest expense,which would adversely affect our cash flow and our ability to distribute cash to our shareholders.For example,if market rates of interest on our variable rate debt

185、outstanding as of December 31,2018 increased by 1.0%,the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately$0.3 million annually.Interest rate increases could also constrain our ability to refinance maturing debt because len

186、ders may reduce their advance rates in order to maintain debt service coverage ratios.Our debt must be refinanced upon maturity,which makes us reliant on the capital markets on an ongoing basis.We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our

187、 debt at maturity.Instead,we expect to refinance our debt by raising equity,debt or other capital prior to the time that it matures.As of December 31,2018,we had$964.1 million of outstanding indebtedness,net of deferred financing costs,including$1.0 million of capital lease obligations.The availabil

188、ity,price and duration of capital can vary significantly.If we seek to refinance maturing debt when capital market conditions are restrictive,we may find capital scarce,costly or unavailable.Refinancing debt at a higher cost would affect our operating results and cash available for distribution.The

189、failure to refinance our debt at maturity would result in default and the exercise by our lenders of the remedies available to them,including foreclosure and,in the case of recourse debt,liability for unpaid amounts.We could increase our outstanding debt.Our management and Board of Trustees(“Board”)

190、generally have discretion to increase the amount of our outstanding debt at any time.Subject to existing financial covenants,we could become more highly leveraged,resulting in an increase in debt service 9costs that could adversely affect our cash flow and the amount available for distribution to ou

191、r shareholders.If we increase our debt,we may also increase the risk of default on our debt.Our mortgage debt exposes us to the risk of loss of property,which could adversely affect our financial condition.As of December 31,2018,we had$118.0 million of mortgage debt,net of unamortized premiums and d

192、eferred 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

193、 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 i

194、ncome 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

195、 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 agree

196、ments 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 mortga

197、ge 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 outs

198、tanding 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 ou

199、r 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 condi

200、tion and results of operations would be adversely impacted.We must distribute a substantial portion of our income annually in order to maintain our REIT status,and as a result we may not retain sufficient cash from operations to fund our investing needs.As a REIT,we are subject to annual distributio

201、n 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 timin

202、g 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 c

203、apital 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

204、entering into joint venture transactions with third parties.Our failure to obtain funds from these sources could limit our ability to grow,which could have a material adverse effect on the value of our securities.There may be future dilution to holders of our common shares.Our Declaration of Trust a

205、uthorizes 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

206、 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

207、 shareholders will experience further dilution.Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and,therefore,such sales or offerings could result in increased dilution to our shareholders.10We may

208、issue debt and equity securities or securities convertible into equity securities,any of which may be senior to our common shares as to distributions and in liquidation,which could negatively affect the value of our common shares.There were 354,029 shares of unvested restricted common shares outstan

209、ding at December 31,2018.Corporate RisksThe 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 co

210、nstrain 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

211、 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

212、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 ou

213、r 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 compositi

214、on 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

215、 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

216、 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

217、 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 a

218、s 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,su

219、ch as if we fail to distribute all of our REIT taxable income.We also will be required to pay a 100%tax on non-arms 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 cours

220、e 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

221、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.W

222、e cannot predict how changes in tax laws might affect our shareholders or us.We are party to litigation in the ordinary course of business,and an unfavorable court ruling could have a negative effect on us.We are the defendant in a number of claims brought by various parties against us.Although we i

223、ntend 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 eve

224、nt 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 premi

225、ums,which could also adversely affect our operating results and cash flow.11We 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 prote

226、ction 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 of

227、ten 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

228、 affect the owners 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 th

229、e 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

230、 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 owne

231、rship(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-rel

232、ated 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

233、 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 ot

234、her 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 positio

235、n or results of operations.No assurance can be given that future laws,ordinances or regulations will not impose any material environmental requirement or liability,or that a material adverse environmental condition does not otherwise exist.Our success depends on key personnel whose continued service

236、 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

237、 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 adve

238、rse effect on our operations.Our business and operations would suffer in the event of system failures,security breaches,cyber security intrusions,cyber-attacks or other disruptions of our information technology systems.We rely extensively upon information technology networks and systems,some of whic

239、h are managed by third parties,to process,transmit and store electronic information,and to manage and support a variety of business processes and activities.Although we employ a number of security measures to prevent,detect and mitigate these risks,including a disaster recovery plan for our internal

240、 information technology systems,a dedicated IT team,employee training and background checks and password protection,along with purchasing cyber liability insurance coverage,there can be no assurance that these measures will be effective and our systems,networks and services remain vulnerable to dama

241、ges from any number of sources,including system failures due to energy blackouts,natural disasters,terrorism,war or telecommunication failures,security breaches,cyber intrusions and cyber security attacks,such as computer viruses,malware or e-mail attachments or any unauthorized access to our data a

242、nd/or computer systems.In recent years,there has been an increased number of significant cyber security attacks that include,but are not limited to,gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information,corrupting data or causing operational d

243、isruption.A system failure,security breach,cyber intrusion,cyber-attack or other disruption of our information technology systems may cause interruptions in our operations and other negative consequences,which may include but are not limited to the following,any of which could have a material advers

244、e effect on our cash flow,financial condition and results of operations:Compromising of confidential information;Manipulation and destruction of data;12 System downtimes and operational disruptions;Remediation cost that may include liability for stolen assets or information,expenses related to repai

245、ring system damage,costs associated with damage to business relationships or due to legal requirements imposed;Loss of revenues resulting from unauthorized use of proprietary information;Cost to deploy additional protection strategies,training employees and engaging third party experts and consultan

246、ts;Reputational damage adversely affecting investor confidence;Damage to tenant relationships;Violation of applicable privacy and other laws;Litigation;and Loss of trade secrets.Restrictions on the ownership of our common shares are in place to preserve our REIT status.Our Declaration of Trust restr

247、icts ownership by any one shareholder to no more than 9.8%of our outstanding common shares,subject to certain exceptions granted by our Board.The ownership limit is intended to ensure that we maintain our REIT status given that the Code imposes certain limitations on the ownership of the stock of a

248、REIT.Not more than 50%in value of our outstanding shares of beneficial interest may be owned,directly or indirectly by five or fewer individuals(as defined in the Code)during the last half of any taxable year.If an individual or entity were found to own constructively more than 9.8%in value of our o

249、utstanding 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

250、 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

251、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

252、 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

253、 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 powe

254、rs,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

255、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 f

256、rom 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 cl

257、asses or series of shares of beneficial interest.13In 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 a

258、ny provision our Declaration of Trust or Bylaws.Changes in accounting standards may adversely impact our financial results.The Financial Accounting Standards Board,in conjunction with the SEC,has several projects on its agenda,as well as recently issued updates that could impact how we currently acc

259、ount for material transactions,including lease accounting.At this time,we are unable to predict with certainty which,if any,proposals may be passed or what level of impact that new standards may have on the presentation of our consolidated financial statements,results of operations and financial rat

260、ios required by our debt covenants.Refer to Note 2 Recently Issued Accounting Pronouncements of the notes to the consolidated financial statements for further information related to the impact of the new leasing standard(ASC Topic 842).U.S.federal tax reform legislation could affect REITs generally,

261、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

262、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 parti

263、cular,H.R.1,which generally took effect for taxable years that began on or after January 1,2018(subject to certain exceptions),made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals,corporations(both regular C corporations as well as corpora

264、tions 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

265、,some of which are adverse or potentially adverse compared to prior law.To date,the IRS has issued some guidance with respect to certain of the new provisions but there are numerous interpretive issues that still require further guidance.It is highly likely that technical corrections legislation wil

266、l be needed to clarify certain aspects of the new law and give proper effect to Congressional intent.There can be no assurance,however,that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future.In additi

267、on,while certain elements of tax reform legislation do not impact us directly as a REIT,they could impact the geographic markets in which we operate,the tenants that populate our shopping centers and the customers who frequent our properties in ways,both positive and negative,that are difficult to a

268、nticipate.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

269、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

270、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.A

271、s 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 qualif

272、y 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

273、 to a 100%tax on any gain if we sell assets in transactions that are considered to be“prohibited transactions,”which are explained in the risk factor“Even as a REIT,we may be subject to various federal income and excise taxes,as well as state and local taxes”.Dividends payable by REITs do not qualif

274、y 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 REI

275、Ts,however,generally are not eligible for the reduced rates applicable to qualified dividend income.Commencing with taxable years beginning 14on 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 c

276、apital 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 r

277、eceive.Taking into account H.R.1s reduction in the maximum individual federal income tax rate from 39.6%to 37%,this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6%through 2025(as compared to the 20%maximum federal income tax rate applicable to qualified

278、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 di

279、stributions.This could materially and adversely affect the value of the stock of REITs,including our common stock.Item 1B.Unresolved Staff Comments.None.15Item 2.Properties As of December 31,2018,we owned and managed a portfolio of 51 shopping centers with approximately 12.4 million square feet(SF)o

280、f GLA.Our wholly-owned properties consist of 50 shopping centers comprising approximately 12.3 million square feet.Property NameLocationCityStateOwnership%Year Built/Acquired/RedevelopedTotal GLA%LeasedAverage base rent per leased SF(1)Anchor Tenants(2)Atlanta MSA Rank 9Holcomb CenterAlpharettaGA100

281、%1986/1996/2010106,14389.6%$12.81Aspire Fitness,Studio Movie Grill Peachtree Hill DuluthGA100%1986/2015/NA154,70099.3%14.02Kroger,LA FitnessPromenade at Pleasant HillDuluthGA100%1993/2004/NA265,39896.4%10.26K1 Speed,LA Fitness,PublixBaltimore MSA Rank 21Crofton CentreCroftonMD100%1974/2015/NA252,230

282、94.7%9.70At Home,Golds Gym,Shoppers Food Warehouse,Chicago MSA Rank 3Deer Grove CentrePalatineIL100%1997/2013/2013237,64487.0%10.42Aldi,Hobby Lobby,Ross Dress for Less,T.J.Maxx,(Target)Market Plaza Glen EllynIL100%1965/2015/2009166,57294.7%16.24Jewel-Osco,Ross Dress for LessMount Prospect PlazaMount

283、 ProspectIL100%1958/2012/2013227,78576.8%14.52Aldi,LA Fitness,Marshalls,Ross Dress for Less,(Walgreens)Webster PlaceLincoln ParkIL100%1987/2017/NA134,91895.0%25.25Barnes&Noble,Regal CinemaCincinnati MSA Rank 28Bridgewater FallsHamiltonOH100%2005/2014/NA503,34093.3%14.65Bed Bath&Beyond,Best Buy,Dicks

284、 Sporting Goods,Five Below,J.C.Penney,Michaels,PetSmart,T.J.Maxx,(Target)Buttermilk Towne CenterCrescent SpringsKY100%2005/2014/NA290,033100.0%10.19Field&Stream,Home Depot,LA Fitness,Petco,Remke MarketDeerfield Towne CenterMasonOH100%2004/2013/2018469,58389.0%20.69Ashley Furniture HomeStore,Bed Bath

285、&Beyond,buybuy Baby,Crunch Fitness Dicks Sporting Goods,Five Below,Regal Cinemas,Whole Foods MarketColumbus MSA Rank 33Olentangy Plaza ColumbusOH100%1981/2015/1997252,73990.4%12.27Aveda Institute Columbus,Eurolife Furniture,Marshalls,Micro Center,Tuesday MorningThe Shops on Lane AvenueUpper Arlingto

286、nOH100%1952/2015/2004183,38198.2%23.59Bed Bath&Beyond,CoHatch(4),Whole Foods MarketDenver MSA Rank 19Front Range VillageFort CollinsCO100%2008/2014/NA502,10389.5%21.302nd and Charles,Charming Charlie,Cost Plus World Market,DSW,Microsoft Corporation,Party City,Sprouts Farmers Market,Staples,TruFut At

287、hletic Club,Ulta Beauty,Urban Air Adventure Park(3),(Fort Collins Library),(Lowes),(Target)16Property NameLocationCityStateOwnership%Year Built/Acquired/RedevelopedTotal GLA%LeasedAverage base rent per leased SF(1)Anchor Tenants(2)Detroit MSA Rank 14Clinton PointeClinton TownshipMI100%1992/2003/NA13

288、5,45097.6%9.92Gibralter Rug,OfficeMax,T.J.Maxx,(Target)Hunters Square Farmington HillsMI100%1988/2013/NA352,77298.2%17.04Bed Bath&Beyond,buybuy Baby,DSW Shoe Warehouse,Old Navy,Marshalls,Saks Fifth Avenue Off 5th,T.J.Maxx Southfield PlazaSouthfieldMI100%1969/1996/2003190,09999.1%9.00Big Lots,Burling

289、ton Coat Factory,Forman MillsTel-TwelveSouthfieldMI100%1968/1996/2005523,392100.0%11.94Best Buy,DSW Shoe Warehouse,Lowes,Meijer,Michaels,Office Depot,PetSmartThe Shops at Old Orchard West BloomfieldMI100%1972/2013/201196,76898.2%18.34Plum MarketTroy Marketplace TroyMI100%2000/2013/2010240,608100.0%1

290、9.94Airtime,Golf Galaxy,LA Fitness,Nordstrom Rack,PetSmart,(REI)West Oaks I Shopping CenterNoviMI100%1979/1996/2004284,97391.0%17.28Gardner White Furniture,Home Goods,Michaels,Nordstrom Rack,Old Navy,Rally House,The Container StoreWest Oaks II Shopping CenterNoviMI100%1986/1996/2000167,95497.8%18.22

291、Jo-Ann,Marshalls,(Art Van),(ABC Warehouse),(Bed Bath&Beyond),(Kohls),(Value City Furniture)Winchester Center Rochester HillsMI100%1980/2013/NA320,134100.0%12.36Bed Bath&Beyond,Dicks Sporting Goods,Marshalls,Michaels,Party City,PetSmart,Stein Mart Indianapolis MSA Rank 34Merchants Square CarmelIN100%

292、1970/2010/2014246,63086.0%13.53Flix Brewhouse,Planet FitnessJacksonville MSA Rank 40Parkway ShopsJacksonvilleFL100%2013/2008/NA144,114100.0%11.61Dicks Sporting Goods,Hobby Lobby,Marshalls,(Wal-Mart Supercenter)River City Marketplace JacksonvilleFL100%2005/2005/NA562,99884.5%19.41Ashley Furniture Hom

293、eStore,Bed Bath&Beyond,Best Buy,Hollywood Theaters,Michaels,PetSmart,Ross Dress for Less,(Lowes),(Wal-Mart Supercenter)Miami MSA Rank 8Coral Creek ShopsCoconut CreekFL100%1992/2002/NA109,31296.5%19.04PublixMarketplace of Delray Delray BeachFL100%1981/2013/2010241,71595.4%15.56Office Depot,Ross Dress

294、 for Less,Winn-DixieMission Bay Plaza Boca RatonFL100%1989/2013/NA262,75998.4%24.95Dicks Sporting Goods,Five Below,LA Fitness,OfficeMax,Tuesday Morning,The Fresh MarketRivertowne SquareDeerfield BeachFL100%1980/1998/2010146,66692.6%10.77Bealls,Winn-DixieThe CrossroadsRoyal Palm BeachFL100%1988/2002/

295、NA121,50999.2%17.11PublixWest Broward Shopping Center PlantationFL100%1965/2005/NA152,97391.0%12.04Badcock,DDs Discounts,Save-A-LotMilwaukee MSA Rank 39Nagawaukee CenterDelafieldWI100%1994/2012-13/NA220,083100.0%14.94HomeGoods,Kohls,Marshalls,Sierra Trading Post,(Sentry Foods)The Shoppes at Fox Rive

296、rWaukeshaWI100%2009/2010/2011331,54197.4%15.31Hobby Lobby,Old Navy,Pick n Save,Ross Dress for Less,T.J.Maxx,Tuesday Morning(4),(Target)West Allis Towne CentreWest AllisWI100%1987/1996/2011326,22383.2%10.79Burlington Coat Factory,Five Below,Hobby Lobby(3),Ross Dress for Less,Xperience Fitness17Proper

297、ty NameLocationCityStateOwnership%Year Built/Acquired/RedevelopedTotal GLA%LeasedAverage base rent per leased SF(1)Anchor Tenants(2)Minneapolis MSA Rank 16Centennial ShopsEdinaMN100%2008/2016/NA85,206100.0%38.80Pinstripes,The Container Store,West ElmWoodbury LakesWoodburyMN100%2005/2014/NA360,02891.

298、3%21.15Alamo Drafthouse Cinema,Athleta,DSW,H&M,Michaels,(Trader Joes)Nashville MSA Rank 36Providence MarketplaceMt.JulietTN100%2006/2017/NA634,08898.2%13.09Belk,Best Buy,Books A Million,Dicks Sporting Goods,J C Penney,JoAnn Fabrics,Old Navy,PetSmart,Regal Cinema,Ross Dress for Less,Staples,T.J.Maxx/

299、HomeGoods,(Kroger),(Target)St.Louis MSA Rank 20Central PlazaBallwinMO100%1970/2012/2012163,62593.7%12.62buybuy Baby,Jo-Ann,Old Navy,Ross Dress for LessDeer Creek Shopping CenterMaplewoodMO100%1975/2013/2013208,12295.0%10.76buybuy Baby,GFS,State of Missouri,Marshalls,Ross Dress for LessHeritage Place

300、Creve CoeurMO100%1989/2011/2005269,12798.9%14.69Dierbergs Markets,Marshalls,Office Depot,T.J.MaxxTown&Country CrossingTown&CountryMO100%2008/2011/2011186,59099.0%24.17HomeGoods,Starbucks,Stein Mart,Whole Foods Market,(Target)Tampa MSA Rank 18Cypress Point ClearwaterFL100%1983/2013/NA167,19797.7%13.1

301、4Burlington Coat Factory,The Fresh MarketLakeland Park CenterLakelandFL100%2014/NA/NA210,42298.1%13.67Dicks Sporting Goods,Floor&Dcor,Ross Dress for Less,(Target)Shoppes of Lakeland LakelandFL100%1985/1996/NA183,702100.0%13.28Ashley Furniture HomeStore,Michaels,Staples,T.J.Maxx,(Target)Village Lakes

302、 Shopping CenterLand O LakesFL100%1987/1997/NA166,48598.7%9.73Bealls Outlet,Marshalls,Ross Dress for LessProperties Not in Top 40 MSAsEast Town PlazaMadisonWI100%1992/2000/2000216,73283.1%11.73Burlington Coat Factory,Jo-Ann,Marshalls,Ross Dress for Less,(Shopko)Spring Meadows PlaceHollandOH100%1987/

303、1996/2005314,51495.4%11.20Ashley Furniture HomeStore,Big Lots,DSW,Guitar Center,HomeGoods,Michaels,OfficeMax,PetSmart,T.J.Maxx,(Best Buy),(Dicks Sporting Goods),(Sams Club),(Target),(Wal-Mart)Treasure Coast Commons Jensen BeachFL100%1996/2013/NA91,656100.0%12.75Barnes&Noble,Bealls Outlet Store,Dicks

304、 Sporting GoodsVista Plaza Jensen BeachFL100%1998/2013/NA109,761100.0%14.18Bed Bath&Beyond,Michaels,Total Wine&More CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE12,292,49794.3%$15.28JOINT VENTURE PORTFOLIONora Plaza MarionIN7%1958/2007/2002139,74397.1%$14.58Marshalls,Whole Foods Market,(Target)CONSOLI

305、DATED AND JV PORTFOLIO TOTAL/AVERAGE12,432,24094.3%$15.27(1)Average base rent per leased SF is calculated based on annual minimum contractual base rent pursuant to the tenant lease,excluding percentage rent and recovery income from tenants,and is net of tenant concessions.Percentage rent and recover

306、y income from tenants is presented separately in our consolidated statements of operations and comprehensive income(loss)statement.(2)Anchor tenant is defined as any tenant leasing 10,000 square feet or more.Tenants in parenthesis represent non-company owned GLA.(3)Space delivered to tenant.(4)Space

307、 leased to tenant,not yet delivered.18Our 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 a

308、nchor 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 fo

309、r monthly payment of base rent in advance,percentage rent based on the tenants sales volume,reimbursement of the tenants allocable real estate taxes,insurance and common area maintenance(“CAM”)expenses and reimbursement for utility costs if not directly metered.Major TenantsThe following table sets

310、forth as of December 31,2018 the breakdown of GLA between anchor and retail tenants,of our 50 existing properties for our wholly owned properties portfolio:Type of TenantAnnualizedBase Rent%of TotalAnnualizedBase RentGLA%of TotalGLAAnchor(1)$98,966,17257.5%8,649,66270.4%Retail(non-anchor)73,232,1334

311、2.5%3,642,83529.6%Total$172,198,305100.0%12,292,497100.0%(1)Anchor tenant is defined as any tenant leasing 10,000 square feet or more.19The following table depicts,as of December 31,2018,information regarding leases with the 25 largest retail tenants(in terms of annualized base rent)for our wholly o

312、wned properties portfolio:Tenant NameCredit Rating S&P/Moodys(1)Numberof LeasesGLA%of TotalCompanyOwnedGLATotalAnnualizedBase RentAnnualizedBase RentPSF%ofAnnualizedBase RentTJX Companies(2)A+/A225780,1116.3%$8,193,758$10.504.8%Dicks Sporting Goods(3)-/-10474,2593.9%5,810,46012.253.4%Regal Cinemas-/

313、Ba14219,1601.8%4,898,06822.352.8%Bed Bath&Beyond(4)BB+/Baa314418,0623.4%4,830,59411.552.8%LA FitnessB+/B26252,0002.0%4,701,62618.662.7%Ross Stores(5)A-/A314353,9092.9%3,205,1179.061.9%PetSmartCCC/Caa18178,2501.4%2,829,18015.871.6%Michaels StoresBB-/Ba29217,4561.8%2,761,11312.701.6%ULTA Salon-/-10103

314、,7190.8%2,554,15524.631.5%Gap,Inc.(6)BB+/Baa211147,4451.2%2,463,87716.711.4%Whole FoodsA+/A33118,8791.0%2,457,59220.671.4%Ascena Retail(7)B/Ba324126,4251.0%2,449,24619.371.4%DSW Designer Shoe Warehouse-/-7135,6801.1%2,414,62717.801.4%Burlington Coat FactoryBB+/Ba14260,1152.1%2,337,0218.981.4%Office

315、Depot(8)B/Ba37166,0111.4%2,258,63213.611.3%Best BuyBBB/Baa14134,1291.1%2,089,14715.581.2%Dollar TreeBBB-/Baa319195,9881.6%1,959,71710.001.1%Jo-Ann Fabric and Craft StoresB/B25154,9491.3%1,951,28012.591.1%Meijer-/-1189,6351.5%1,530,6508.070.9%Ashley Furniture HomeStore-/-4147,7781.2%1,463,2439.900.9%

316、Party City CorporationB+/-790,2610.7%1,436,39615.910.8%Five Below-/-982,9040.7%1,429,61117.240.8%Barnes&Noble-/-254,9470.5%1,352,32124.610.8%Pinstripes-/-132,4140.3%1,301,09840.140.8%Hobby Lobby-/-3165,0001.3%1,278,7507.750.8%Total top 25 tenants2115,199,48642.3%$69,957,279$13.4540.6%(1)Source:Lates

317、t Company filings,as of December 31,2018,per CreditRiskMonitor.(2)Marshalls(11)/TJ Maxx(9)/HomeGoods(4)/Sierra Trading Post(1)(3)Dicks Sporting Goods(8)/Field&Stream(1)/Golf Galaxy(1)(4)Bed Bath&Beyond(7)/Buy Buy Baby(5)/Cost Plus World Market(2)(5)Ross Dress for Less(13)/DDs Discounts(1)(6)Old Navy

318、(7)/Gap(2)/Banana Republic(1)/Athleta(1)(7)Ann Taylor(3)/Catherines(3)/Dress Barn(3)/Justice(5)/Lane Bryant(6)/Maurices(4)(8)OfficeMax(4)/Office Depot(3)20Lease ExpirationsThe following tables set forth a schedule of lease expirations for our wholly owned portfolio,for the next ten years and thereaf

319、ter,assuming that no renewal options are exercised:ALL TENANTS Expiring Leases As of December 31,2018YearNumber ofLeasesGLAAverageAnnualized Base RentTotal Annualized Base Rent(1)%of TotalAnnualized Base Rent(per square foot)2019120613,137$17.77$10,897,7466.3%20201571,166,12214.5516,961,8919.9%20212

320、191,599,49615.9525,509,89514.9%20221721,106,75317.1318,964,06211.0%20231911,728,39215.1926,261,31415.3%202481943,95512.8212,100,2167.0%202550614,60515.809,707,7685.6%202655954,27213.0012,407,2537.2%202761581,87917.019,899,4245.7%202883840,26816.6213,966,0838.1%2029+531,023,91713.3513,673,4637.9%Tena

321、nts month tomonth27100,08318.481,849,1901.1%Sub-Total1,26911,272,879$15.28$172,198,305100.0%Leased(2)50318,269N/AN/AN/AVacant163701,349N/AN/AN/ATotal1,48212,292,497N/A$172,198,305100.0%ANCHOR TENANTS(greater than or equal to 10,000 square feet)Expiring Anchor Leases As of December 31,2018YearNumber

322、ofLeasesGLA AverageAnnualized Base RentTotal Annualized Base Rent(1)%of TotalAnnualized Base Rent(per square foot)201912284,343$12.90$3,667,8903.7%202026765,06211.008,418,1348.5%2021471,131,78612.9814,688,80314.9%202231702,05813.159,231,4909.3%2023371,256,70311.5914,561,20514.7%202428744,16910.587,8

323、73,7058.0%202517466,73413.386,243,3416.3%202618818,16610.788,818,2808.9%202718420,15313.885,833,0375.9%202818633,65113.028,248,2328.3%2029+24924,59111.6410,759,97410.9%Tenants month tomonth238,61016.11622,0810.6%Sub-Total2788,186,026$12.09$98,966,172100.0%Leased(2)6169,480N/AN/AN/AVacant14294,156N/A

324、N/AN/ATotal2988,649,662N/A$98,966,172100.0%(1)Annualized Base Rent is based upon rents currently in place.(2)Includes signed leases where the space has not yet been delivered.21NON-ANCHOR TENANTS(less than 10,000 square feet)Expiring Non-Anchor Leases As of December 31,2018YearNumber ofLeasesGLAAver

325、ageAnnualized Base RentTotal Annualized Base Rent(1)%of TotalAnnualized Base Rent(per square foot)2019108328,794$21.99$7,229,8569.9%2020131401,06021.308,543,75711.6%2021172467,71023.1410,821,09214.8%2022141404,69524.059,732,57213.3%2023154471,68924.8011,700,10916.0%202453199,78621.164,226,5115.8%202

326、533147,87123.433,464,4274.7%202637136,10626.373,588,9734.9%202743161,72625.144,066,3875.5%202865206,61727.675,717,8517.8%2029+2999,32629.332,913,4894.0%Tenants month tomonth2561,47319.961,227,1091.7%Sub-Total9913,086,853$23.72$73,232,133100.0%Leased(2)44148,789N/AN/AN/AVacant149407,193N/AN/AN/ATotal

327、1,1843,642,835N/A$73,232,133100.0%(1)Annualized Base Rent is based upon rents currently in place.(2)Includes signed leases where the space has not yet been delivered.Land Available for Development At December 31,2018,our three largest development sites,Hartland Towne Square,Lakeland Park Center and

328、Parkway Shops,had environmental phase one assessments completed.We continue to evaluate the best use for land available for development,portions of which are adjacent to our existing shopping centers.It is our policy to start vertical construction on new development projects only after the project h

329、as 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

330、return on a project is not sufficient to warrant continuation of the planned development,or our change in plan or scope for the development.If any of these events occur,we may record an impairment provision.The Company evaluates these assets each reporting period and records an impairment charge equ

331、al to the difference between the current carrying value and fair value,when the fair value is determined to be less than the assets carrying value.During 2018,we recorded a$0.2 million impairment charge on a land parcel that was ultimately sold.We also recorded impairment provisions of$1.0 million i

332、n both 2017 and 2016 related to developable land that we decided to market for sale.Refer to Note 1 Organization and Summary of Significant Accounting Policies-Accounting for the Impairment of Long-Lived Assets of the notes to the consolidated financial statements for further information related to

333、impairment provisions.InsuranceOur 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 commerciall