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EX-32.2 - EXHIBIT 32.2 - FEDERAL REALTY INVESTMENT TRUSTfrt-09302017xex322.htm
EX-32.1 - EXHIBIT 32.1 - FEDERAL REALTY INVESTMENT TRUSTfrt-09302017xex321.htm
EX-31.2 - EXHIBIT 31.2 - FEDERAL REALTY INVESTMENT TRUSTfrt-09302017xex312.htm
EX-31.1 - EXHIBIT 31.1 - FEDERAL REALTY INVESTMENT TRUSTfrt-09302017xex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 1-07533 
FEDERAL REALTY INVESTMENT TRUST
(Exact Name of Registrant as Specified in its Declaration of Trust) 
Maryland
 
52-0782497
(State of Organization)
 
(IRS Employer Identification No.)
 
 
1626 East Jefferson Street, Rockville, Maryland
 
20852
(Address of Principal Executive Offices)
 
(Zip Code)
(301) 998-8100
(Registrant’s Telephone Number, Including Area Code) 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
ý
Accelerated filer
¨
 
 
 
 
Non-Accelerated Filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨
 
 
 
 
If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    ý  No
The number of Registrant’s common shares outstanding on October 27, 2017 was 72,546,870.



FEDERAL REALTY INVESTMENT TRUST
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2017

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016
 
 
Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2017 and 2016
 
 
Consolidated Statement of Shareholders' Equity (unaudited) for the nine months ended September 30, 2017
 
 
Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2017 and 2016
 
 
Notes to Consolidated Financial Statements (unaudited)
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
Item 4.
Controls and Procedures
 
 
 
 
PART II. OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
Item 1A.
Risk Factors
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
Item 3.
Defaults Upon Senior Securities
 
Item 4.
Mine Safety Disclosures
 
Item 5.
Other Information
 
Item 6.
Exhibits
 
 
 
SIGNATURES



2



Federal Realty Investment Trust
Consolidated Balance Sheets
 
 
September 30,
 
December 31,
 
2017
 
2016
 
(In thousands, except share and per share data)
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate, at cost
 
 
 
Operating (including $1,666,691 and $1,226,918 of consolidated variable interest entities, respectively)
$
6,758,728

 
$
6,125,957

Construction-in-progress
769,882

 
599,260

Asset held for sale

 
33,856

 
7,528,610

 
6,759,073

Less accumulated depreciation and amortization (including $236,391 and $209,239 of consolidated variable interest entities, respectively)
(1,828,845
)
 
(1,729,234
)
Net real estate
5,699,765

 
5,029,839

Cash and cash equivalents
22,850

 
23,368

Accounts and notes receivable, net
200,878

 
116,749

Mortgage notes receivable, net
30,429

 
29,904

Investment in real estate partnerships
23,925

 
14,864

Prepaid expenses and other assets
243,290

 
208,555

TOTAL ASSETS
$
6,221,137

 
$
5,423,279

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Mortgages payable (including $461,873 and $439,120 of consolidated variable interest entities, respectively)
$
493,240

 
$
471,117

Capital lease obligations
71,565

 
71,590

Notes payable
320,718

 
279,151

Senior notes and debentures
2,377,939

 
1,976,594

Accounts payable and accrued expenses
206,441

 
201,756

Dividends payable
73,466

 
71,440

Security deposits payable
16,698

 
16,285

Other liabilities and deferred credits
175,464

 
115,817

Total liabilities
3,735,531

 
3,203,750

Commitments and contingencies (Note 6)

 

Redeemable noncontrolling interests
151,815

 
143,694

Shareholders’ equity
 
 
 
Preferred shares, authorized 15,000,000 shares, $.01 par:
 
 
 
5.0% Series C Cumulative Redeemable Preferred Shares, (stated at liquidation preference $25,000 per share), 6,000 and 0 shares issued and outstanding, respectively
150,000

 

5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 399,896 shares issued and outstanding
9,997

 
9,997

Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 72,542,909 and 71,995,897 shares issued and outstanding, respectively
728

 
722

Additional paid-in capital
2,773,890

 
2,718,325

Accumulated dividends in excess of net income
(724,919
)
 
(749,734
)
Accumulated other comprehensive loss
(742
)
 
(2,577
)
Total shareholders’ equity of the Trust
2,208,954

 
1,976,733

Noncontrolling interests
124,837

 
99,102

Total shareholders’ equity
2,333,791

 
2,075,835

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
6,221,137

 
$
5,423,279


The accompanying notes are an integral part of these consolidated statements.

3


Federal Realty Investment Trust
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
REVENUE
 
 
 
 
 
 
 
Rental income
$
212,048

 
$
197,469

 
$
620,741

 
$
585,712

Other property income
5,171

 
2,759

 
10,429

 
8,559

Mortgage interest income
734

 
929

 
2,221

 
3,211

Total revenue
217,953

 
201,157

 
633,391

 
597,482

EXPENSES
 
 
 
 
 
 
 
Rental expenses
41,250

 
38,588

 
119,487

 
118,385

Real estate taxes
27,492

 
24,973

 
79,104

 
71,164

General and administrative
9,103

 
8,232

 
26,013

 
25,278

Depreciation and amortization
55,611

 
48,903

 
159,656

 
145,137

Total operating expenses
133,456

 
120,696

 
384,260

 
359,964

OPERATING INCOME
84,497

 
80,461

 
249,131

 
237,518

Other interest income
79

 
105

 
253

 
285

Interest expense
(26,287
)
 
(24,313
)
 
(73,952
)
 
(71,143
)
(Loss) income from real estate partnerships
(182
)
 

 
(296
)
 
41

INCOME FROM CONTINUING OPERATIONS
58,107

 
56,253

 
175,136

 
166,701

Gain on sale of real estate and change in control of interests, net
50,775

 
4,945

 
69,949

 
32,458

NET INCOME
108,882

 
61,198

 
245,085

 
199,159

Net income attributable to noncontrolling interests
(2,105
)
 
(2,221
)
 
(5,827
)
 
(7,286
)
NET INCOME ATTRIBUTABLE TO THE TRUST
106,777

 
58,977

 
239,258

 
191,873

Dividends on preferred shares
(177
)
 
(136
)
 
(448
)
 
(406
)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS
$
106,600

 
$
58,841

 
$
238,810

 
$
191,467

EARNINGS PER COMMON SHARE, BASIC:
 
 
 
 
 
 
 
       Net income available for common shareholders
$
1.47

 
$
0.82

 
$
3.31

 
$
2.70

Weighted average number of common shares
72,091

 
71,319

 
71,983

 
70,626

EARNINGS PER COMMON SHARE, DILUTED:

 

 

 

       Net income available for common shareholders
$
1.47

 
$
0.82

 
$
3.30

 
$
2.70

Weighted average number of common shares
72,206

 
71,489

 
72,110

 
70,804

 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME
$
109,240

 
$
63,097

 
$
246,920

 
$
197,875

 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST
$
107,135

 
$
60,876

 
$
241,093

 
$
190,589


The accompanying notes are an integral part of these consolidated statements.

4


Federal Realty Investment Trust
Consolidated Statement of Shareholders’ Equity
For the Nine Months Ended September 30, 2017
(Unaudited)
 
Shareholders’ Equity of the Trust
 
 
 
 
 
Preferred Shares
 
Common Shares
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of Net
Income
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling Interests
 
Total Shareholders' Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
(In thousands, except share data)
BALANCE AT DECEMBER 31, 2016
399,896


$
9,997

 
71,995,897

 
$
722

 
$
2,718,325

 
$
(749,734
)
 
$
(2,577
)
 
$
99,102

 
$
2,075,835

January 1, 2017 adoption of new accounting standard - See Note 2

 

 

 

 
83

 
(83
)
 

 

 

Net income, excluding $2,774 attributable to redeemable noncontrolling interests

 

 

 

 

 
239,258

 

 
3,053

 
242,311

Other comprehensive income - change in fair value of interest rate swaps

 

 

 

 

 

 
1,835

 

 
1,835

Dividends declared to common shareholders

 

 

 

 

 
(213,954
)
 

 

 
(213,954
)
Dividends declared to preferred shareholders

 

 

 

 

 
(406
)
 

 

 
(406
)
Distributions declared to noncontrolling interests

 

 

 

 

 

 

 
(4,435
)
 
(4,435
)
Common shares issued, net

 

 
325,451

 
4

 
42,690

 

 

 

 
42,694

Preferred shares issued, net
6,000

 
150,000

 

 

 
(5,027
)
 

 

 

 
144,973

Exercise of stock options

 

 
112,334

 
1

 
8,213

 

 

 

 
8,214

Shares issued under dividend reinvestment plan

 

 
13,521

 

 
1,809

 

 

 

 
1,809

Share-based compensation expense, net of forfeitures

 

 
105,291

 
1

 
9,401

 

 

 

 
9,402

Shares withheld for employee taxes

 

 
(29,615
)
 

 
(4,216
)
 

 

 

 
(4,216
)
Conversion and redemption of OP units

 

 
20,030

 

 
2,569

 

 

 
(2,569
)
 

Contributions from noncontrolling interests

 

 

 

 

 

 

 
35,264

 
35,264

Purchase of noncontrolling interest

 

 

 

 
43

 

 

 
(5,578
)
 
(5,535
)
BALANCE AT SEPTEMBER 30, 2017
405,896

 
$
159,997

 
72,542,909

 
$
728

 
$
2,773,890

 
$
(724,919
)
 
$
(742
)
 
$
124,837

 
$
2,333,791


The accompanying notes are an integral part of these consolidated statements.

5


Federal Realty Investment Trust
Consolidated Statements of Cash Flows
 (Unaudited)
 
Nine Months Ended September 30,
 
2017
 
2016
 
(In thousands)
OPERATING ACTIVITIES
 
Net income
$
245,085

 
$
199,159

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
159,656

 
145,137

Gain on sale of real estate and change in control of interests, net
(69,949
)
 
(32,458
)
Loss (income) from real estate partnerships
296

 
(41
)
Other, net
(4,821
)
 
556

Changes in assets and liabilities, net of effects of acquisitions and dispositions:
 
 
 
Increase in accounts receivable, net
(1,565
)
 
(3,604
)
Increase in prepaid expenses and other assets
(5,819
)
 
(25,769
)
Increase in accounts payable and accrued expenses
13,617

 
11,164

Increase (decrease) in security deposits and other liabilities
3,138

 
(736
)
Net cash provided by operating activities
339,638

 
293,408

INVESTING ACTIVITIES
 
 
 
Acquisition of real estate
(436,652
)
 
(135,151
)
Capital expenditures - development and redevelopment
(335,666
)
 
(263,606
)
Capital expenditures - other
(52,875
)
 
(40,326
)
Proceeds from sale of real estate and real estate partnership interests
127,538

 

Investment in real estate partnerships
(502
)
 
(3,494
)
Distribution from real estate partnership in excess of earnings
1,672

 
3,910

Leasing costs
(11,295
)
 
(11,471
)
(Issuance) repayment of mortgage and other notes receivable, net
(500
)
 
11,721

Net cash used in investing activities
(708,280
)
 
(438,417
)
FINANCING ACTIVITIES
 
 
 
Net borrowings (repayment) under revolving credit facility, net of costs
41,500

 
(53,500
)
Issuance of senior notes, net of costs
399,454

 
241,787

Repayment of mortgages and capital leases
(54,844
)
 
(38,849
)
Issuance of common shares, net of costs
51,189

 
300,040

Issuance of preferred shares, net of costs
145,456

 

Dividends paid to common and preferred shareholders
(210,845
)
 
(197,750
)
Shares withheld for employee taxes
(4,216
)
 
(4,436
)
Contributions from noncontrolling interests
13,312

 
302

Distributions to and redemptions of noncontrolling interests
(12,882
)
 
(22,350
)
Net cash provided by financing activities
368,124

 
225,244

(Decrease) increase in cash and cash equivalents
(518
)
 
80,235

Cash and cash equivalents at beginning of year
23,368

 
21,046

Cash and cash equivalents at end of period
$
22,850

 
$
101,281


The accompanying notes are an integral part of these consolidated statements.


6


Federal Realty Investment Trust
Notes to Consolidated Financial Statements
September 30, 2017
(Unaudited)

NOTE 1—BUSINESS AND ORGANIZATION
Federal Realty Investment Trust (the “Trust”) is an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of retail and mixed-use properties. Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida. As of September 30, 2017, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects.
We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts taxes in certain states. Such state taxes also have not been material.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated balance sheet as of December 31, 2016, which has been derived from audited financial statements, and unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Trust’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation for the periods presented have been included. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year.
Principles of Consolidation
Our consolidated financial statements include the accounts of the Trust, its corporate subsidiaries, and all entities in which the Trust has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures, which we do not control, using the equity method of accounting. Certain 2016 amounts have been reclassified to conform to current period presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
Revenue Recognition
We are currently under construction on 221 condominium units at our Assembly Row and Pike & Rose properties. Gains or losses on the sale of these condominium units are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sales.” We account for contracted condominium sales under the percentage-of-completion method, based on an evaluation of the criteria specified in ASC Topic 360-20 including: the legal commitment of the purchaser in the real estate contract, whether the construction of the project is beyond a preliminary phase, whether sufficient units have been contracted to ensure the project will not revert to a rental project, the ability to reasonably estimate the aggregate project sale proceeds and aggregate project costs, and the determination that the buyer has made an adequate initial and continuing cash investment under the contract. When the percentage-of-completion criteria have not been met, no profit is recognized. The application of this criteria can be complex and requires us to make assumptions.

7


Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 as amended and interpreted by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, supersedes nearly all existing revenue recognition guidance under GAAP and replaces it with a core revenue recognition principle, that an entity will recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and creates a five-step model for revenue recognition in accordance with this principle. While we are still completing the assessment of the impact of these
standards to our consolidated financial statements, we believe the majority of our revenue falls outside of the scope of this
guidance. However, the new guidance will affect the accounting method related to our gains on condominium sales. Currently, gains on contracted sales are recognized using the percentage-of-completion method, with the gain recognized once certain criteria have been met in advance of legal closing (see further discussion in Note 3 to the consolidated financial statements). Under the new guidance, condominium sale gains will be recognized as the condominium units are legally sold, which will typically be upon closing. We intend to implement the new revenue recognition guidance retrospectively with the cumulative effect recognized in retained earnings at the date of initial application.
In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." ASU 2017-05 clarifies that ASC 610-20 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and also clarifies that all businesses are derecognized using the deconsolidation guidance. Additionally, it defines an insubstance nonfinancial asset as a financial asset that is promised to a counterparty in a contract in which substantially all of the fair value of the assets promised in the contract is concentrated in nonfinancial assets, which excludes cash or cash equivalents and liabilities. The new guidance is expected to impact the gain recognized when a real estate asset is sold to a non-customer and a noncontrolling interest is retained. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest, however, the new guidance eliminates the use of carryover basis and generally requires a full gain to be recognized. ASU 2017-05 is effective for us in the first quarter of 2018, and we are currently assessing the impact of this standard to our consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, an entity will not apply modification accounting if the awards' fair value, vesting conditions, and the classification of the award as equity or a liability are the same immediately before and after the change. ASU 2017-09 is effective for us in the first quarter of 2018, is applied prospectively to awards granted or modified after the adoption date, and is not expected to have a significant impact to our consolidated financial statements.
Recently Adopted Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation." ASU 2016-09 simplifies the accounting for share-based payment transactions, including a policy election option with respect to accounting for forfeitures either as they occur or estimating forfeitures (as is currently required), as well as increasing the amount an employer can withhold to cover income taxes on equity awards. Additionally, ASU 2016-09 requires the cash paid to a taxing authority when shares are withheld to pay employee taxes to be classified as a "financing activity" rather than an "operating activity," as was done previously on the Statement of Cash Flows. We adopted this standard effective January 1, 2017, and as a result, we are now accounting for forfeitures as they occur, and have recorded the cumulative impact on the adoption date as a $0.1 million adjustment to additional paid in capital and retained earnings. The amount reclassified from "operating activities" to "financing activities" for shares withheld for employee taxes was $4.4 million.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business." ASU 2017-01 changes the definition of a business to exclude acquisitions where substantially all of the fair value of the assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets. Given this change in definition, we believe most of our shopping center acquisitions will no longer be considered business combinations but rather asset acquisitions. While there are various differences between the accounting for an asset acquisition and a business combination, the largest impact will be that transaction costs are capitalized for asset acquisitions rather than expensed when they were considered business combinations. Based on acquisitions in the past several years, transaction costs for a single shopping center acquisition have typically ranged from $0.2 million to $2.4 million with significantly higher transaction costs expected for an acquisition of a larger portfolio. We adopted this standard effective January 1, 2017, and are applying the new guidance prospectively. Our acquisitions in the first nine months of 2017 (further discussed in Note 3 below) qualified as asset acquisitions and consequently, all transaction costs were capitalized.

8



Consolidated Statements of Cash Flows—Supplemental Disclosures
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows:

 
Nine Months Ended
 
September 30,
 
2017
 
2016
 
(In thousands)
SUPPLEMENTAL DISCLOSURES:
 
 
 
Total interest costs incurred
$
92,520

 
$
83,803

Interest capitalized
(18,568
)
 
(12,660
)
Interest expense
$
73,952

 
$
71,143

Cash paid for interest, net of amounts capitalized
$
70,486

 
$
66,921

Cash paid for income taxes
$
342

 
$
300

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
 
 
 
Mortgage loans refinanced
$
166,823

 
$

Mortgage loans assumed with acquisition
$
79,401

 
$
34,385

DownREIT operating partnership units issued with acquisition of noncontrolling interest
$
5,918

 
$

DownREIT operating partnership units redeemed for common shares
$
2,569

 
$
18,679

Shares issued under dividend reinvestment plan
$
1,528

 
$
1,523


NOTE 3—REAL ESTATE
On February 1, 2017, we acquired a leasehold interest in Hastings Ranch Plaza, a 274,000 square foot shopping center in Pasadena, California for $29.5 million. The land is subject to a long-term ground lease that expires on April 30, 2054. Approximately $21.5 million of assets acquired were allocated to lease intangibles and included within other assets. Approximately $15.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities.
On March 31, 2017, we acquired the fee interest in Riverpoint Center, a 211,000 square foot shopping center in the Lincoln Park neighborhood of Chicago, Illinois for $107.0 million. Approximately $1.0 million and $12.3 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.
We leased three parcels of land at our Assembly Row property to two ground lessees. During 2016, both lessees exercised purchase options under the related ground leases. The sale transaction related to the purchase option on one of our ground leases was completed on April 4, 2017 for a sales price of $36.0 million. On June 28, 2017, the sale transactions related to the purchase options on our other two ground lease parcels were completed for a total sales price of $17.3 million. The net gain recognized in connection with these transactions was approximately $15.4 million.
On May 19, 2017, we acquired the fee interest in a 71,000 square foot, mixed-use property located in Berkeley, California based on a gross value of $23.9 million. The acquisition was completed through a newly formed entity for which we own a 90% controlling interest. Approximately $0.8 million and $0.3 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively. Additionally, approximately $2.4 million was allocated to noncontrolling interests.
On August 2, 2017, we acquired an approximately 90% interest in a joint venture that owns six shopping centers in Los Angeles County, California based on a gross value of $357 million, including the assumption of $79.4 million of mortgage debt. Approximately $7.8 million of assets acquired were allocated to lease intangibles and included within other assets. Approximately $36.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities. Additionally, approximately $30.6 million was allocated to noncontrolling interests. That joint venture also acquired a 24.5% interest in La Alameda, a shopping center in Walnut Park, California for $19.8 million. The property has $41.0 million of mortgage debt, of which the joint venture's share is approximately $10 million. Additional information on the properties is listed below:

9



Property
 
City/State
 
GLA
 
 
 
 
 
(in square feet)
 
Azalea
 
South Gate, CA
 
222,000
 
Bell Gardens
 
Bell Gardens, CA
 
330,000
 
La Alameda
 
Walnut Park, CA
 
245,000
 
Olivo at Mission Hills (1)
 
Mission Hills, CA
 
155,000
 
Plaza Del Sol
 
South El Monte, CA
 
48,000
 
Plaza Pacoima
 
Pacoima, CA
 
204,000
 
Sylmar Towne Center
 
Sylmar, CA
 
148,000
 
 
 
 
 
1,352,000
 
 
 
 
 
 
 
(1) Property is currently being redeveloped. GLA reflects approximate square footage once the property is open and operating.
The following unaudited pro forma financial data includes the incremental revenues, operating expenses (including approximately $2.8 million and $8.5 million of depreciation and amortization expense for the three and nine months ended September 30, 2017 and 2016, respectively), and interest expense/financing costs related to the properties acquired on August 2, 2017 as if they had occurred on January 1, 2016. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it represent the results of income for future periods.
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
(in millions) (unaudited)
 
 
 
 
 
 
 
 
 
Total revenue
 
$
220.2

 
$
207.3

 
$
649.0

 
$
616.0

Net income available for common shareholders
 
106.2

 
57.5

 
235.9

 
187.5

On August 25, 2017, we sold our property located at 150 Post Street in San Francisco, California for a sales price of $69.3 million, resulting in a gain of $45.2 million.
On September 25, 2017, we sold our North Lake Commons property in Lake Zurich, Illinois for a sales price of $15.6 million, resulting in a gain of $4.9 million.
For the three and nine months ended September 30, 2017 we recognized a $0.6 million and $3.9 million gain, respectively, net of $0.3 million and $2.0 million of income taxes, respectively, related to the sale of condominiums at our Assembly Row property based on the percentage-of-completion method. In connection with recording the gain, we recognized a receivable of $59.1 million as of September 30, 2017. The closing of the Assembly Row condominium sales is expected to commence in 2018. As of September 30, 2017, no gain has been recognized for contracted condominium sales at Pike & Rose, as not all of the criteria necessary for profit recognition have been met.

NOTE 4—DEBT
On June 5, 2017 we refinanced the $175.0 million mortgage loan on Plaza El Segundo at a face amount of $125.0 million and repaid the remaining $50.0 million at par. The new mortgage loan bears interest at 3.83% and matures on June 5, 2027.
On June 23, 2017, we issued $400.0 million aggregate principal amount of fixed rate senior unsecured notes in two separate series. We issued $300.0 million of 3.25% notes that mature on July 15, 2027, were offered at 99.083% of the principal amount, with a yield to maturity of 3.358%. Additionally, we issued $100.0 million of 4.50% notes due December 1, 2044. The 4.50% notes were offered at 105.760% of the principal amount, with a yield to maturity of 4.143%, and have the same terms and are of the same series as the senior notes first issued on November 14, 2014. Our net proceeds from the June note offering after net issuance premium, underwriting fees and other costs was approximately $399.5 million.
In connection with the acquisition of six shopping centers in Los Angeles County, California on August 2, 2017 (as further discussed in Note 3), we assumed mortgage loans with a face amount of $79.4 million and a fair value of $80.1 million. The mortgage loans are secured by the individual properties with the following contractual terms:

10


 
 
Principal
 
Stated Interest Rate
 
Maturity Date
 
 
(in millions)
 
 
 
 
Sylmar Towne Center
 
$
17.5

 
5.39
%
 
June 6, 2021
Plaza Del Sol
 
8.6

 
5.23
%
 
December 1, 2021
Azalea
 
40.0

 
3.73
%
 
November 1, 2025
Bell Gardens
 
13.3

 
4.06
%
 
August 1, 2026
On August 31, 2017, we refinanced the $41.8 million mortgage loan, at par, on The Grove at Shrewsbury (East) at a face amount of $43.6 million. The new mortgage loan bears interest at 3.77% and matures on September 1, 2027.
During the three and nine months ended September 30, 2017, the maximum amount of borrowings outstanding under our $800.0 million revolving credit facility was $281.5 million and $344.0 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 2.1% and 1.9%, respectively. During the three and nine months ended September 30, 2017, the weighted average borrowings outstanding were $172.7 million and $173.0 million, respectively. At September 30, 2017, there was $41.5 million outstanding balance. Our revolving credit facility, term loan and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of September 30, 2017, we were in compliance with all default related debt covenants.

NOTE 5—FAIR VALUE OF FINANCIAL INSTRUMENTS
Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows:

 
September 30, 2017
 
December 31, 2016
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
(In thousands)
Mortgages and notes payable
$
813,958

 
$
826,012

 
$
750,268

 
$
760,260

Senior notes and debentures
$
2,377,939

 
$
2,452,494

 
$
1,976,594

 
$
2,015,973

 
As of September 30, 2017, we have two interest rate swap agreements with a notional amount of $275.0 million that are measured at fair value on a recurring basis. The interest rate swap agreements fix the variable portion of our $275.0 million term loan at 1.72% through November 1, 2018. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Within the next 12 months, we expect to reclassify an estimated $0.7 million as an increase to interest expense. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit-worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. Hedge ineffectiveness has not impacted earnings as of September 30, 2017, and we do not anticipate it will have a significant effect in the future.
The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair value of our swaps at September 30, 2017 was a liability of $0.7 million and is included in "accounts payable and accrued expenses" on our consolidated balance sheet. For the three and nine months ended September 30, 2017, the change in valuation on our interest rate swaps resulted in a $0.4 million and $1.8 million decrease in our derivative liability, respectively, (including $0.4 million and $1.5 million, respectively, reclassified from other comprehensive loss to interest expense). The change in valuation on our interest rate swaps is included in "accumulated other comprehensive loss."

11


A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:
 
September 30, 2017
 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Interest rate swaps
$

 
$
742

 
$

 
$
742

 
$

 
$
2,577

 
$

 
$
2,577


NOTE 6—COMMITMENTS AND CONTINGENCIES
We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.
We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.
Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option. A total of 787,962 downREIT operating partnership units are outstanding which have a total fair value of $97.9 million, based on our closing stock price on September 30, 2017.
On January 12, 2017, we exercised our purchase option on non-controlling interests in San Antonio Center for $2.6 million of cash and 44,195 of downREIT operating partnership units.

NOTE 7—SHAREHOLDERS’ EQUITY
The following table provides a summary of dividends declared and paid per share:

 
Nine Months Ended September 30,
 
2017
 
2016
 
Declared
 
Paid
 
Declared
 
Paid
Common shares
$
2.960

 
$
2.940

 
$
2.860

 
$
2.820

5.417% Series 1 Cumulative Convertible Preferred shares
$
1.016

 
$
1.016

 
$
1.016

 
$
1.016


We have an at the market (“ATM”) equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $400.0 million. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. For the three months ended September 30, 2017, we issued 226,739 common shares at a weighted average price per share of $131.00 for net cash proceeds of $29.3 million and paid $0.3 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. For the nine months ended September 30, 2017, we issued 325,397 common shares at a weighted average price per share of $133.09 for net cash proceeds of $42.7 million and paid $0.4 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. As of September 30, 2017, we had the capacity to issue up to $327.6 million in common shares under our ATM equity program.

On September 29, 2017, we issued 6,000,000 Depository Shares, each representing 1/1000th interest in a 5.0% Series C Cumulative Redeemable Preferred Share, par value $0.01 per share, ("Series C Preferred Shares") at the liquidation preference of $25.00 per depository share (or $25,000 per Series C Preferred share) in an underwritten public offering. The Series C Preferred Shares accrue dividends at a rate of 5.0% of the $25,000 liquidation preference per year and are redeemable at our

12


option on or after September 29, 2022. Additionally, they are not convertible and holders of these shares generally have no voting rights, unless we fail to pay dividends for six or more quarters. The net proceeds after underwriting fees and other costs were approximately $145.0 million.

NOTE 8—COMPONENTS OF RENTAL INCOME
The principal components of rental income are as follows:

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Minimum rents
 
 
 
 
 
 
 
Retail and commercial
$
147,971

 
$
137,009

 
$
434,390

 
$
409,027

Residential
13,837

 
12,886

 
40,781

 
36,476

Cost reimbursement
43,602

 
40,565

 
124,997

 
119,004

Percentage rents
2,304

 
2,315

 
7,524

 
7,866

Other
4,334

 
4,694

 
13,049

 
13,339

Total rental income
$
212,048

 
$
197,469

 
$
620,741

 
$
585,712


Minimum rents include the following:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Straight-line rents
$
3.9

 
$
1.5

 
$
11.3

 
$
6.2

Amortization of above market leases
$
(1.6
)
 
$
(1.7
)
 
$
(4.4
)
 
$
(5.3
)
Amortization of below market leases
$
2.5

 
$
2.2

 
$
7.7

 
$
6.5


NOTE 9—SHARE-BASED COMPENSATION PLANS
A summary of share-based compensation expense included in net income is as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Grants of common shares and options
$
2,945

 
$
2,766

 
$
9,402

 
$
8,818

Capitalized share-based compensation
(405
)
 
(375
)
 
(1,103
)
 
(1,002
)
Share-based compensation expense
$
2,540

 
$
2,391

 
$
8,299

 
$
7,816


NOTE 10—EARNINGS PER SHARE
We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating securities is calculated according to dividends declared and participation rights in undistributed earnings. For the three and nine months ended September 30, 2017 and 2016, we had 0.2 million weighted average unvested shares outstanding, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares; the portion of earnings allocated to the unvested shares is reflected as “earnings allocated to unvested shares” in the reconciliation below.
In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods. There were 682 anti-dilutive stock options for the three and nine months ended September 30, 2017, and no anti-

13


dilutive stock options for the thee and nine months ended September 30, 2016. The conversions of downREIT operating partnership units and 5.417% Series 1 Cumulative Convertible Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
NUMERATOR
 
 
 
 
 
 
 
Income from continuing operations
$
58,107

 
$
56,253

 
$
175,136

 
$
166,701

Less: Preferred share dividends
(177
)
 
(136
)
 
(448
)
 
(406
)
Less: Income from continuing operations attributable to noncontrolling interests
(2,105
)
 
(1,982
)
 
(5,537
)
 
(5,961
)
Less: Earnings allocated to unvested shares
(317
)
 
(170
)
 
(785
)
 
(534
)
Income from continuing operations available for common shareholders
55,508

 
53,965

 
168,366

 
159,800

Gain on sale of real estate and change in control of interests, net
50,775

 
4,706

 
69,659

 
31,133

Net income available for common shareholders, basic and diluted
$
106,283

 
$
58,671

 
$
238,025

 
$
190,933

DENOMINATOR
 
 
 
 
 
 
 
Weighted average common shares outstanding—basic
72,091

 
71,319

 
71,983

 
70,626

Stock options
115

 
170

 
127

 
178

Weighted average common shares outstanding—diluted
72,206

 
71,489

 
72,110

 
70,804

 
 
 
 
 
 
 
 
EARNINGS PER COMMON SHARE, BASIC:
 
 
 
 
 
 
 
Net income available for common shareholders
$
1.47

 
$
0.82

 
$
3.31

 
$
2.70

EARNINGS PER COMMON SHARE, DILUTED:
 
 
 
 
 
 
 
Net income available for common shareholders
$
1.47

 
$
0.82

 
$
3.30

 
$
2.70

Income from continuing operations attributable to the Trust
$
56,002

 
$
54,271

 
$
169,599

 
$
160,740



14


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the consolidated interim financial statements and notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2017.
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. When we refer to forward-looking statements or information, sometimes we use words such as “may,” “will,” “could,” “should,” “plans,” “intends,” “expects,” “believes,” “estimates,” “anticipates” and “continues.” Forward-looking statements are not historical facts or guarantees of future performance and involve certain known and unknown risks, uncertainties, and other factors, many of which are outside our control, that could cause actual results to differ materially from those we describe.
Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this Quarterly Report on Form 10-Q. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2016 and under Part II, Item 1A in this Quarterly Report on Form 10-Q, before making any investments in us.
Overview
We are an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of September 30, 2017, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects comprising approximately 24.1 million square feet. In total, the real estate projects were 94.9% leased and 93.8% occupied at September 30, 2017.
2017 Significant Property Acquisitions & Dispositions
On February 1, 2017, we acquired a leasehold interest in Hastings Ranch Plaza, a 274,000 square foot shopping center in Pasadena, California for $29.5 million. The land is subject to a long-term ground lease that expires on April 30, 2054. Approximately $21.5 million of assets acquired were allocated to lease intangibles and included within other assets. Approximately $15.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities.
On March 31, 2017, we acquired the fee interest in Riverpoint Center, a 211,000 square foot shopping center in the Lincoln Park neighborhood of Chicago, Illinois for $107.0 million. Approximately $1.0 million and $12.3 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.
On April 4, 2017 and June 28, 2017, the sale transactions at our Assembly Row property in Somerville, Massachusetts related to the purchase options on our Partners HealthCare and AvalonBay ground lease parcels, respectively, closed. The total sales price was $53.3 million, which resulted in a gain of $15.4 million.
On May 19, 2017, we acquired the fee interest in a 71,000 square foot, mixed-use property located in Berkeley, California based on a gross value of $23.9 million. The acquisition was completed through a newly formed entity for which we own a 90% controlling interest. Approximately $0.8 million and $0.3 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively. Additionally, approximately $2.4 million was allocated to noncontrolling interests.
On August 2, 2017, we acquired an approximately 90% interest in a joint venture that owns six shopping centers in Los Angeles County, California based on a gross value of $357 million, including the assumption of $79.4 million of mortgage debt. Approximately $7.8 million of assets acquired were allocated to lease intangibles and included within other assets. Approximately $36.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities. Additionally, approximately $30.6 million was allocated to noncontrolling interests. That joint venture also acquired a 24.5% interest in La Alameda, a shopping center in Walnut Park, California for $19.8 million. The property has $41 million of mortgage debt, of which the joint venture's share is approximately $10 million. Additional information on the properties is listed below:

15



Property
 
City/State
 
GLA
 
 
 
 
 
(in square feet)
 
Azalea
 
South Gate, CA
 
222,000
 
Bell Gardens
 
Bell Gardens, CA
 
330,000
 
La Alameda
 
Walnut Park, CA
 
245,000
 
Olivo at Mission Hills (1)
 
Mission Hills, CA
 
155,000
 
Plaza Del Sol
 
South El Monte, CA
 
48,000
 
Plaza Pacoima
 
Pacoima, CA
 
204,000
 
Sylmar Towne Center
 
Sylmar, CA
 
148,000
 
 
 
 
 
1,352,000
 
 
 
 
 
 
 
(1) Property is currently being redeveloped. GLA reflects approximate square footage once the property is open and operating.
On August 25, 2017, we sold our property at 150 Post Street in San Francisco, California for a sales price of $69.3 million, resulting in a gain of $45.2 million.
On September 25, 2017, we sold our North Lake Commons property in Lake Zurich, Illinois for a sales price of $15.6 million, resulting in a gain of $4.9 million.
For the three and nine months ended September 30, 2017 we recognized a $0.6 million and $3.9 million gain, respectively, net of $0.3 million and $2.0 million of income taxes, respectively, related to the sale of condominiums at our Assembly Row property based on the percentage-of-completion method. In connection with recording the gain, we recognized a receivable of $59.1 million. The closing of the Assembly Row condominium sales is expected to commence in 2018. As of September 30, 2017, no gain has been recognized for contracted condominium sales at Pike & Rose, as not all of the criteria necessary for profit recognition have been met.
2017 Significant Debt and Equity Transactions
On June 5, 2017 we refinanced the $175.0 million mortgage loan on Plaza El Segundo at a face amount of $125.0 million and repaid the remaining $50.0 million at par. The new mortgage loan bears interest at 3.83% and matures on June 5, 2027.
On June 23, 2017, we issued $400.0 million aggregate principal amount of fixed rate senior unsecured notes in two separate series. We issued $300.0 million of 3.25% notes that mature on July 15, 2027, were offered at 99.083% of the principal amount, with a yield to maturity of 3.358%. Additionally, we issued $100.0 million of 4.50% notes due December 1, 2044. The 4.50% notes were offered at 105.760% of the principal amount, with a yield to maturity of 4.143%, and have the same terms and are of the same series as our senior notes first issued on November 14, 2014. Our net proceeds from the June note offering after net issuance premium, underwriting fees and other costs was approximately $399.5 million.
In connection with the acquisition of six shopping centers in Los Angeles County, California on August 2, 2017 (as further discussed above), we assumed mortgage loans with a face amount of $79.4 million and a fair value of $80.1 million. The mortgage loans are secured by the individual properties with the following contractual terms:
 
 
Principal
 
Stated Interest Rate
 
Maturity Date
 
 
(in millions)
 
 
 
 
Sylmar Towne Center
 
$
17.5

 
5.39
%
 
June 6, 2021
Plaza Del Sol
 
8.6

 
5.23
%
 
December 1, 2021
Azalea
 
40.0

 
3.73
%
 
November 1, 2025
Bell Gardens
 
13.3

 
4.06
%
 
August 1, 2026
On August 31, 2017, we refinanced the $41.8 million mortgage loan, at par, on The Grove at Shrewsbury (East) at a face amount of $43.6 million. The new mortgage loan bears interest at 3.77% and matures on September 1, 2027.
We have an at the market (“ATM”) equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $400.0 million. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. For the three months ended September 30, 2017, we issued 226,739 common shares at a weighted average price per share of $131.00 for net cash proceeds of $29.3 million and paid $0.3 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. For the nine months ended September 30,

16


2017, we issued 325,397 common shares at a weighted average price per share of $133.09 for net cash proceeds of $42.7 million and paid $0.4 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. As of September 30, 2017, we had the capacity to issue up to $327.6 million in common shares under our ATM equity program.
On September 29, 2017, we issued 6,000,000 Depository Shares, each representing 1/1000th interest in a 5.0% Series C Cumulative Redeemable Preferred Share, par value $0.01 per share, ("Series C Preferred Shares") at the liquidation preference of $25.00 per depository share (or $25,000 per Series C Preferred share) in an underwritten public offering. The Series C Preferred Shares accrue dividends at a rate of 5.0% of the $25,000 liquidation preference per year and are redeemable at our option on or after September 29, 2022. Additionally, they are not convertible and holders of these shares generally have no voting rights, unless we fail to pay dividends for six or more quarters. The net proceeds after underwriting fees and other costs were approximately $145.0 million.
Capitalized Costs
Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of $320 million and $6 million, respectively, for the nine months ended September 30, 2017, and $289 million and $7 million, respectively, for the nine months ended September 30, 2016. We capitalized external and internal costs related to other property improvements of $47 million and $2 million, respectively, for the nine months ended September 30, 2017, and $39 million and $2 million for the nine months ended September 30, 2016. We capitalized external and internal costs related to leasing activities of $6 million and $5 million, respectively, for the nine months ended September 30, 2017, and $7 million and $4 million, respectively, for the nine months ended September 30, 2016. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $6 million, $2 million, and $5 million, for the nine months ended September 30, 2017, and $6 million, $2 million, and $4 million, respectively, for the nine months ended September 30, 2016. Total capitalized costs were $386 million and $348 million for the nine months ended September 30, 2017 and 2016, respectively.
Recently Issued and Recently Adopted Accounting Pronouncements
See Note 2 to the consolidated financial statements.
Outlook
We seek growth in earnings, funds from operations, and cash flows primarily through a combination of the following:
growth in our same-center portfolio,
growth in our portfolio from property development and redevelopments, and
expansion of our portfolio through property acquisitions.
Our same-center growth is primarily driven by increases in rental rates on new leases and lease renewals, changes in portfolio occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and increase rental rates. We continue to see strong levels of interest from prospective tenants for our retail spaces; however, the time it takes to complete new lease deals is longer, as tenants have become more selective and more deliberate in their decision-making process. We have also experienced extended periods of time for some government agencies to process permits and inspections further delaying rent commencement on newly leased spaces. Additionally, we have seen an overall decrease in the number of tenants available to fill anchor spaces, and have seen in 2017, an uptick in the number of retail tenants closing early and/or filing for bankruptcy. We believe the locations of our centers and diverse tenant base partially mitigates any potential negative changes in the economic environment. However, any significant reduction in our tenants' abilities to pay base rent, percentage rent or other charges will adversely affect our financial condition and results of operations. We seek to maintain a mix of strong national, regional, and local retailers. At September 30, 2017, no single tenant accounted for more than 2.9% of annualized base rent.
Our properties are located primarily in densely populated and/or affluent areas with high barriers to entry which allow us to take advantage of redevelopment opportunities that enhance our operating performance through renovation, expansion, reconfiguration, and/or retenanting. We evaluate our properties on an ongoing basis to identify these types of opportunities. We currently have redevelopment projects underway with a projected total cost of approximately $242 million that we expect to stabilize in the next several years.

17


We continue our ongoing redevelopment efforts at Santana Row and are proceeding with an eight story 284,000 square foot office building which will include 29,000 square feet of retail space and 1,300 parking spaces. The building is expected to cost between $205 million and $215 million and to deliver in 2019. After current phases, we have approximately 4 acres remaining for further redevelopment and entitlements in place for an additional 395 residential units and 321,000 square feet of commercial space. Additionally, we control 12 acres of land adjacent to Santana Row.
We continue to invest in our long-term multi-phased mixed-use development projects at Assembly Row in Somerville, Massachusetts and Pike & Rose in North Bethesda, Maryland which we expect to be involved in over the coming years.
Construction of Phase II of Assembly Row which will include 161,000 square feet of retail space, a 158 room boutique hotel and 447 residential units is underway. The hotel will be owned and operated by a joint venture in which we are a partner. Approximately 36,000 square feet of retail space in Phase II has opened in 2017, and in September, the first tenants moved into the new residential building. Total expected costs range from $280 million to $295 million and delivery is expected through 2017 and 2018. Phase II will also include 122 for-sale condominium units with an expected total cost of $74 million to $79 million. Additionally, as part of the second phase, we entered into a ground lease agreement with Partners HealthCare to bring 741,500 square feet of office space to Assembly Row. The ground lease agreement included a purchase option, which was exercised and the related sale closed on April 4, 2017.
Construction of Phase II of Pike & Rose is also underway. Phase II will include approximately 216,000 square feet of retail space, a 177 room boutique hotel and 272 residential units. Approximately 102,000 square feet of retail space in Phase II has opened in 2017, and in August, the first tenants moved into the new residential building. Total expected costs range from $200 million to $207 million and delivery is expected through 2017 and 2018. The hotel will be owned and operated by a joint venture in which we are a partner. Phase II will also include 99 for-sale condominium units with an expected cost of $53 million to $58 million.
Including costs incurred in the first nine months of 2017, we expect to invest between $270 million and $300 million at Assembly Row and Pike & Rose in 2017.
The development of future phases of Assembly Row, Pike & Rose and Santana Row will be pursued opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases will generate an appropriate financial return.
We continue to review acquisition opportunities in our primary markets that complement our portfolio and provide long-term growth opportunities. Initially, some of our acquisitions do not contribute significantly to earnings growth; however, we believe they provide long-term re-leasing growth, redevelopment opportunities, and other strategic opportunities. Any growth from acquisitions is contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must be paid to acquire a property, as well as our ability to economically finance the property acquisition. Generally, our acquisitions are initially financed by available cash and/or borrowings under our revolving credit facility which may be repaid later with funds raised through the issuance of new equity or new long-term debt. We may also finance our acquisitions through the issuance of common shares, preferred shares, or downREIT units as well as through new or assumed mortgages and property sales.
At September 30, 2017, the leasable square feet in our properties was 94.9% leased and 93.8% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.
Lease Rollovers
For the third quarter of 2017, we signed leases for a total of 424,000 square feet of retail space including 400,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 14% on a cash basis and 27% on a straight-line basis. New leases for comparable spaces were signed for 165,000 square feet at an average rental increase of 23% on a cash basis and 36% on a straight-line basis. Renewals for comparable spaces were signed for 234,000 square feet at an average rental increase of 8% on a cash basis and 20% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $51.81 per square foot for new leases and $7.89 per square foot for renewals for the three months ended September 30, 2017.
For the nine months ended September 30, 2017, we signed leases for a total of 1,448,000 square feet of retail space including 1,321,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of

18


13% on a cash basis and 26% on a straight-line basis. New leases for comparable spaces were signed for 615,000 square feet at an average rental increase of 19% on a cash basis and 33% on a straight-line basis. Renewals for comparable spaces were signed for 706,000 square feet at an average rental increase of 9% on a cash basis and 21% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $62.57 per square foot for new leases and $14.33 per square foot for renewals for the nine months ended September 30, 2017.
The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and in some instances, projections of first lease year percentage rent, to be paid on the new lease. In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement (fit out) of a space as it relates to a specific lease and, except for redevelopments, may also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as inducement to sign a lease that do not represent building improvements.
The leases signed in 2017 generally become effective over the following two years though some may not become effective until 2020 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, these increases do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.
Historically, we have executed comparable space leases for 1.2 to 1.5 million square feet of retail space each year, and expect that volume for 2017 will be in line with, or slightly above, our historical averages with overall positive increases in rental income. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all.
Same-Center
Throughout this section, we have provided certain information on a “same-center” basis. Information provided on a same-center basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties for which significant redevelopment or expansion occurred during either of the periods being compared. For the three and nine months ended September 30, 2017, all or a portion of 83 and 78 properties, respectively, were considered same-center and 16 and 15 properties, respectively, were considered redevelopment or expansion. For the nine months ended September 30, 2017, one property and one portion of a property were moved from redevelopment to same-center and two properties were removed from same-center as they were sold in the third quarter of 2017, compared to the designations as of December 31, 2016. While there is judgment surrounding changes in designations, we typically move redevelopment properties to same-center once they have stabilized, which is typically considered 95% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from same center when the redevelopment has or is expected to have a significant impact to property operating income within the calendar year. Acquisitions are moved to same-center once we have owned the property for the entirety of comparable periods and the property is not under significant redevelopment or expansion.

19


RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
 
 
 
 
 
 
Change
 
2017
 
2016
 
Dollars
 
%
 
(Dollar amounts in thousands)
Rental income
$
212,048

 
$
197,469

 
$
14,579

 
7.4
 %
Other property income
5,171

 
2,759

 
2,412

 
87.4
 %
Mortgage interest income
734

 
929

 
(195
)
 
(21.0
)%
Total property revenue
217,953

 
201,157

 
16,796

 
8.3
 %
Rental expenses
41,250

 
38,588

 
2,662

 
6.9
 %
Real estate taxes
27,492

 
24,973

 
2,519

 
10.1
 %
Total property expenses
68,742

 
63,561

 
5,181

 
8.2
 %
Property operating income (1)
149,211

 
137,596

 
11,615

 
8.4
 %
General and administrative expense
(9,103
)
 
(8,232
)
 
(871
)
 
10.6
 %
Depreciation and amortization
(55,611
)
 
(48,903
)
 
(6,708
)
 
13.7
 %
Operating Income
84,497

 
80,461

 
4,036

 
5.0
 %
Other interest income
79

 
105

 
(26
)
 
(24.8
)%
Interest expense
(26,287
)
 
(24,313
)
 
(1,974
)
 
8.1
 %
Loss from real estate partnerships
(182
)
 

 
(182
)
 
(100.0
)%
Total other, net
(26,390
)
 
(24,208
)
 
(2,182
)
 
9.0
 %
Income from continuing operations
58,107

 
56,253

 
1,854

 
3.3
 %
Gain on sale of real estate, net
50,775

 
4,945

 
45,830

 
926.8
 %
Net income
108,882

 
61,198

 
47,684

 
77.9
 %
Net income attributable to noncontrolling interests
(2,105
)
 
(2,221
)
 
116

 
(5.2
)%
Net income attributable to the Trust
$
106,777

 
$
58,977

 
$
47,800

 
81.0
 %
(1)
Property operating income is a non-GAAP measure that consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

Property Revenues
Total property revenue increased $16.8 million, or 8.3%, to $218.0 million in the three months ended September 30, 2017 compared to $201.2 million in the three months ended September 30, 2016. The percentage occupied at our shopping centers was 93.8% at September 30, 2017 compared to 93.1% at September 30, 2016. Changes in the components of property revenue are discussed below.
Rental Income
Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased $14.6 million, or 7.4%, to $212.0 million in the three months ended September 30, 2017 compared to $197.5 million in the three months ended September 30, 2016 due primarily to the following:
an increase of $7.4 million from acquisitions, primarily related to the six shopping centers acquired in Los Angeles County, California, Riverpoint Center, and Hastings Ranch Plaza,
an increase of $3.7 million at redevelopment properties due to the opening of our new office building at Santana Row in late 2016, the lease-up of two of our retail redevelopments, partially offset by lower occupancy at two of our retail properties in Florida in the beginning stages of redevelopment,
an increase of $2.8 million at same-center properties due primarily to higher rental rates of approximately $2.3 million, and
an increase of $0.9 million from Assembly Row and Pike & Rose due primarily to the lease-up of residential units at Pike & Rose and the opening of the second phase of retail at both properties during 2017, partially offset by lower income from ground lease parcels which were sold in 2017.

20


Other Property Income
Other property income increased $2.4 million or 87.4% to $5.2 million in the three months ended September 30, 2017 compared to $2.8 million in the three months ended September 30, 2016. Included in other property income are items which, although recurring, inherently tend to fluctuate more than rental income from period to period, such as lease termination fees. This increase is primarily related to higher lease termination fees.
Mortgage Interest Income
Mortgage interest income decreased $0.2 million, or 21.0%, to $0.7 million in the three months ended September 30, 2017 compared to $0.9 million in the three months ended September 30, 2016. This decrease is related to a mortgage note receivable that was repaid in September 2016.
Property Expenses
Total property expenses increased $5.2 million, or 8.2%, to $68.7 million in the three months ended September 30, 2017 compared to $63.6 million in the three months ended September 30, 2016. Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses increased $2.7 million, or 6.9%, to $41.3 million in the three months ended September 30, 2017 compared to $38.6 million in the three months ended September 30, 2016. This increase is primarily due to the following:
an increase of $1.5 million from acquisitions, primarily related to six shopping centers acquired in Los Angeles County, California, Hastings Ranch Plaza, and Riverpoint Center,
an increase of $0.8 million from Assembly Row and Pike & Rose primarily related to Phase II of both properties, and
an increase of $0.5 million from redevelopment and same-center properties primarily due to higher bad debt expense.
As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income decreased to 19.0% in the three months ended September 30, 2017 from 19.3% in the three months ended September 30, 2016.
Real Estate Taxes
Real estate tax expense increased $2.5 million, or 10.1%, to $27.5 million in the three months ended September 30, 2017 compared to $25.0 million in the three months ended September 30, 2016 due primarily to
an increase of $1.5 million from acquisitions, primarily related to our acquisition of six shopping centers in Los Angeles County, California, Riverpoint Center, and Hastings Ranch Plaza, and
an increase of $1.2 million at redevelopment and same-center properties due primarily to higher assessments and our new office building at Santana Row.
Property Operating Income
Property operating income increased $11.6 million, or 8.4%, to $149.2 million in the three months ended September 30, 2017 compared to $137.6 million in the three months ended September 30, 2016. This increase is primarily due to growth in earnings at same-center and redevelopment properties, our acquisition of six shopping centers in Los Angeles County, California in August 2017 and Riverpoint Center in March 2017, and Assembly Row and Pike & Rose.
Other Operating Expenses
General and Administrative
General and administrative expense increased $0.9 million, or 10.6%, to $9.1 million in the three months ended September 30, 2017 from $8.2 million in the three months ended September 30, 2016. This increase is primarily due to higher personnel costs.
Depreciation and Amortization
Depreciation and amortization expense increased $6.7 million, or 13.7%, to $55.6 million in the three months ended September 30, 2017 from $48.9 million in the three months ended September 30, 2016. This increase is primarily due to 2017 acquisitions (primarily the acquisition of six shopping centers in Los Angeles County, California and Riverpoint Center),

21


redevelopment properties (largely the new office building at Santana Row), same-center properties, and Assembly Row and Pike & Rose.
Operating Income
Operating income increased $4.0 million, or 5.0%, to $84.5 million in the three months ended September 30, 2017 compared to $80.5 million in the three months ended September 30, 2016. This increase is primarily due to growth in earnings at same-center and redevelopment properties, 2017 acquisitions, and earnings growth at Assembly Row and Pike & Rose.
Other
Interest Expense
Interest expense increased $2.0 million, or 8.1%, to $26.3 million in the three months ended September 30, 2017 compared to $24.3 million in the three months ended September 30, 2016. This increase is due primarily to the following:
an increase of $6.0 million due to higher borrowings primarily attributable to the $300 million 3.25% senior notes and the reopening of $100 million on the 4.50% senior notes, both issued in June 2017 and higher weighted average borrowings on our revolving credit facility,
partially offset by
an increase of $2.2 million in capitalized interest, and
a decrease of $1.8 million due to a lower overall weighted average borrowing rate.
Gross interest costs were $33.2 million and $29.0 million in the three months ended September 30, 2017 and 2016, respectively. Capitalized interest was $6.9 million and $4.7 million in the three months ended September 30, 2017 and 2016, respectively.
Gain on Sale of Real Estate, Net
The $50.8 million gain on sale of real estate, net for the three months ended September 30, 2017 is primarily due to the following:
$45.2 million gain related to the sale of our 150 Post Street property in August 2017,
$4.9 million gain related to the sale of our North Lake Commons property in September 2017, and
$0.6 million net percentage-of-completion gain, related to condominiums under binding contract at our Assembly Row property.
The $4.9 million gain for the three months ended September 30, 2016 is due to the reversal of the unused portion of the warranty reserve for condominium units at Santana Row, as the statutorily mandated latent construction defect period ended in third quarter 2016.

22


RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
 
 
 
 
 
 
Change
 
2017
 
2016
 
Dollars
 
%
 
(Dollar amounts in thousands)
Rental income
$
620,741

 
$
585,712

 
$
35,029

 
6.0
 %
Other property income
10,429

 
8,559

 
1,870

 
21.8
 %
Mortgage interest income
2,221

 
3,211

 
(990
)
 
(30.8
)%
Total property revenue
633,391

 
597,482

 
35,909

 
6.0
 %
Rental expenses
119,487

 
118,385

 
1,102

 
0.9
 %
Real estate taxes
79,104

 
71,164

 
7,940

 
11.2
 %
Total property expenses
198,591

 
189,549

 
9,042

 
4.8
 %
Property operating income (1)
434,800

 
407,933

 
26,867

 
6.6
 %
General and administrative expense
(26,013
)
 
(25,278
)
 
(735
)
 
2.9
 %
Depreciation and amortization
(159,656
)
 
(145,137
)
 
(14,519
)
 
10.0
 %
Operating Income
249,131

 
237,518

 
11,613

 
4.9
 %
Other interest income
253

 
285

 
(32
)
 
(11.2
)%
Interest expense
(73,952
)
 
(71,143
)
 
(2,809
)
 
3.9
 %
(Loss) income from real estate partnerships
(296
)
 
41

 
(337
)
 
(822.0
)%
Total other, net
(73,995
)
 
(70,817
)
 
(3,178
)
 
4.5
 %
Income from continuing operations
175,136

 
166,701

 
8,435

 
5.1
 %
Gain on sale of real estate and change in control of interests, net
69,949

 
32,458

 
37,491

 
115.5
 %
Net income
245,085

 
199,159

 
45,926

 
23.1
 %
Net income attributable to noncontrolling interests
(5,827
)
 
(7,286
)
 
1,459

 
(20.0
)%
Net income attributable to the Trust
$
239,258

 
$
191,873

 
$
47,385

 
24.7
 %
(1)
Property operating income is a non-GAAP measure that consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

Property Revenues
Total property revenue increased $35.9 million, or 6.0%, to $633.4 million in the nine months ended September 30, 2017 compared to $597.5 million in the nine months ended September 30, 2016. The percentage occupied at our shopping centers was 93.8% at September 30, 2017 compared to 93.1% at September 30, 2016. Changes in the components of property revenue are discussed below.
Rental Income
Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased $35.0 million, or 6.0%, to $620.7 million in the nine months ended September 30, 2017 compared to $585.7 million in the nine months ended September 30, 2016 due primarily to the following:
an increase of $13.1 million at redevelopment properties due to the opening of our new office building at Santana Row in late 2016, the lease-up of three of our retail redevelopments, and the lease-up of the new residential building at Congressional Plaza throughout 2016, partially offset by lower occupancy at two of our retail properties in Florida in the beginning stages of redevelopment,
an increase of $11.2 million from acquisitions, primarily related to the six shopping centers acquired in Los Angeles County, California, Riverpoint Center, and Hastings Ranch Plaza.
an increase of $4.1 million at same-center properties due primarily to higher rental rates of approximately $4.5 million and higher recoveries of $0.7 million primarily the net result of higher real estate tax assessments partially offset by lower snow removal expense, partially offset by lower average occupancy of approximately $0.9 million,

23


an increase of $4.0 million from Assembly Row and Pike & Rose due primarily to the lease-up of residential units and the opening of the second phase of retail at Pike & Rose during third quarter 2017, and
an increase of $2.4 million from the acquisition of six previously unconsolidated Clarion joint venture properties in January 2016.
Other Property Income
Other property income increased $1.9 million, or 21.8%, to $10.4 million in the nine months ended September 30, 2017 compared to $8.6 million in the nine months ended September 30, 2016. Included in other property income are items which, although recurring, inherently tend to fluctuate more than rental income from period to period, such as lease termination fees. This increase is primarily related to higher lease termination fees.
Mortgage Interest Income
Mortgage interest income decreased $1.0 million, or 30.8%, to $2.2 million in the nine months ended September 30, 2017 compared to $3.2 million in the nine months ended September 30, 2016. This decrease is related to a mortgage note receivable that was repaid in 2016.
Property Expenses
Total property expenses increased $9.0 million, or 4.8%, to $198.6 million in the nine months ended September 30, 2017 compared to $189.5 million in the nine months ended September 30, 2016. Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses increased $1.1 million, or 0.9%, to $119.5 million in the nine months ended September 30, 2017 compared to $118.4 million in the nine months ended September 30, 2016. This increase is primarily due to the following:
an increase of $2.4 million from acquisitions, primarily related to our acquisition of six shopping centers in Los Angeles County, California, Hastings Ranch Plaza, and Riverpoint Center, and
an increase of $0.4 million from Assembly Row and Pike & Rose,
partially offset by
a decrease of $1.6 million at same-center and redevelopment properties primarily due to lower snow removal costs.
As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income decreased to 18.9% in the nine months ended September 30, 2017 from 19.9% in the nine months ended September 30, 2016.
Real Estate Taxes
Real estate tax expense increased $7.9 million, or 11.2%, to $79.1 million in the nine months ended September 30, 2017 compared to $71.2 million in the nine months ended September 30, 2016 due primarily to:
an increase of $3.4 million at same-center properties due primarily to higher assessments,
an increase of $2.3 million from acquisitions, primarily related to Riverpoint Center, six shopping centers in Los Angeles County, California, and Hastings Ranch Plaza,
an increase of $1.5 million from redevelopment properties, primarily related to our new office building at Santana Row, and
an increase of $0.5 million from Assembly Row and Pike & Rose.
Property Operating Income
Property operating income increased $26.9 million, or 6.6%, to $434.8 million in the nine months ended September 30, 2017 compared to $407.9 million in the nine months ended September 30, 2016. This increase is primarily due to growth in earnings at redevelopment and same-center properties, 2017 acquisitions, Assembly Row and Pike & Rose (primarily the lease-up of residential units at Pike & Rose, higher lease termination fees, and the opening of the second phase of retail at Pike & Rose), and the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016. The increases are partially offset by lower mortgage interest income related to a note receivable that was repaid in 2016.

24


Other Operating Expenses
General and Administrative
General and administrative expense increased $0.7 million, or 2.9%, to $26.0 million in the nine months ended September 30, 2017 from $25.3 million in the nine months ended September 30, 2016. The increase is primarily due to higher personnel costs.
Depreciation and Amortization
Depreciation and amortization expense increased $14.5 million, or 10.0%, to $159.7 million in the nine months ended September 30, 2017 from $145.1 million in the nine months ended September 30, 2016. This increase is primarily due to redevelopment properties (largely the new office building at Santana Row), 2017 acquisitions, Assembly Row and Pike & Rose, and same-center properties.
Operating Income
Operating income increased $11.6 million, or 4.9%, to $249.1 million in the nine months ended September 30, 2017 compared to $237.5 million in the nine months ended September 30, 2016. This increase is primarily due to growth in earnings at redevelopment and same-center properties, Assembly Row and Pike & Rose, our 2017 acquisitions, and the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016, partially offset by lower mortgage interest income related to a note receivable that was repaid in 2016.
Other
Interest Expense
Interest expense increased $2.8 million, or 3.9%, to $74.0 million in the nine months ended September 30, 2017 compared to $71.1 million in the nine months ended September 30, 2016. This increase is due primarily to the following:
an increase of $10.8 million due to higher borrowings primarily attributable to the $300 million 3.25% senior notes and the reopening of $100 million on the 4.5% senior notes, both issued in June 2017, the 3.625% senior notes issued in July 2016, and higher weighted average borrowings on our revolving credit facility,
partially offset by
an increase of $5.9 million in capitalized interest, and
a decrease of $2.1 million due to a lower overall weighted average borrowing rate.
Gross interest costs were $92.5 million and $83.8 million in the nine months ended September 30, 2017 and 2016, respectively. Capitalized interest was $18.6 million and $12.7 million in the nine months ended September 30, 2017 and 2016, respectively.
Gain on Sale of Real Estate and Change in Control of Interests, Net
The $69.9 million gain on sale of real estate and change in control of interests, net for the nine months ended September 30, 2017 is primarily due to the following:
$45.2 million gain related to the sale of our 150 Post Street property in August 2017,
$15.4 million gain related to the sale of three ground lease parcels at our Assembly Row property in Somerville, Massachusetts,
$4.9 million gain related to the sale of our North Lake Commons property in September 2017, and
$3.9 million net percentage-of-completion gain, related to condominiums under binding contract at our Assembly Row property.
The $32.5 million gain on sale of real estate and change in control of interests, net for the nine months ended September 30, 2016 is primarily due to the following:
$25.7 million gain related to our obtaining control of six properties when we acquired Clarion’s 70% interest in the partnership that owned those properties. The properties were previously accounted for under the equity method of accounting. We consolidated these assets effective January 13, 2016, and consequently recognized a gain on obtaining the controlling interest,
$4.9 million gain related to the reversal of the unused portion of the warranty reserve for condominium units at Santana Row, as the statutorily mandated latent construction defect period ended in third quarter 2016, and
$1.8 million gain related to the sale of a building in Coconut Grove, Florida. Our share of the gain, net of noncontrolling interests, was $0.7 million.


25


Liquidity and Capital Resources
Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations. The cash generated from operations is largely paid to our common and preferred shareholders in the form of dividends. As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income.
Our short-term liquidity requirements consist primarily of normal recurring operating expenses, obligations under our capital and operating leases, regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities), recurring expenditures, non-recurring expenditures (such as tenant improvements and redevelopments) and dividends to common and preferred shareholders. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions.
We intend to operate with and maintain a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings. In the short and long term, we may seek to obtain funds through the issuance of additional equity, unsecured and/or secured debt financings, joint venture relationships relating to existing properties or new acquisitions, and property dispositions that are consistent with this conservative structure.
At September 30, 2017, we had cash and cash equivalents of $22.9 million and $41.5 million outstanding on our $800.0 million unsecured revolving credit facility which matures on April 20, 2020, subject to two six-month extensions at our option. In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.5 billion. Our $275.0 million unsecured term loan, which matures on November 21, 2018, subject to a one-year extension at our option, also has an option (subject to bank approval) to increase the term loan through an accordion feature to $350.0 million. As of September 30, 2017, we had the capacity to issue up to $327.6 million in common shares under our ATM equity program.
For the nine months ended September 30, 2017, the maximum amount of borrowings outstanding under our revolving credit facility was $344.0 million, the weighted average amount of borrowings outstanding was $173.0 million and the weighted average interest rate, before amortization of debt fees, was 1.9%. On June 23, 2017, we issued $300.0 million of 3.25% senior unsecured notes that mature on July 15, 2027, and $100.0 million of 4.50% notes that mature on December 1, 2044 for net proceeds (after net issuance premium, underwriting fees and other costs) of approximately $399.5 million. On September 29, 2017, we issued 6,000,000 Depository Shares, each representing a 1/1000th interest in a 5.0% Series C Cumulative Redeemable Preferred Share ("Series C Preferred Shares") for net proceeds (after underwriting fees and other costs) of approximately $145.0 million. For the remainder of 2017, we have no further debt maturing. We currently believe that cash flows from operations, cash on hand, our ATM program, our revolving credit facility and our general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements (including maturities) and capital expenditures.
Our overall capital requirements for the remainder of 2017 will depend upon acquisition opportunities, the level of improvements and redevelopments on existing properties and the timing and cost of development of Assembly Row, Pike & Rose and future phases of Santana Row. While the amount of future expenditures will depend on numerous factors, we expect to continue to see higher levels of capital investments in our properties under development and redevelopment which is the result of construction on Phase II at both Assembly Row and Pike & Rose, the construction of our next phase of Santana Row, and our redevelopment pipeline. With respect to other capital investments related to our existing properties, we expect to incur levels consistent with prior years. Our capital investments will be funded on a short-term basis with cash flow from operations, cash on hand and/or our revolving credit facility, and on a long-term basis, with long-term debt or equity including shares issued under our ATM equity program. If necessary, we may access the debt or equity capital markets to finance significant acquisitions. Given our past ability to access the capital markets, we expect debt or equity to be available to us. Although there is no intent at this time, if market conditions deteriorate, we may delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy.
In addition to conditions in the capital markets which could affect our ability to access those markets, the following factors could affect our ability to meet our liquidity requirements:
restrictions in our debt instruments or preferred shares may limit us from incurring debt or issuing equity at all, or on acceptable terms under then-prevailing market conditions; and
we may be unable to service additional or replacement debt due to increases in interest rates or a decline in our operating performance.

26


Summary of Cash Flows
 
Nine Months Ended September 30,
 
2017
 
2016
 
(In thousands)
Cash provided by operating activities
$
339,638

 
$
293,408

Cash used in investing activities
(708,280
)
 
(438,417
)
Cash provided by financing activities
368,124

 
225,244

(Decrease) increase in cash and cash equivalents
(518
)
 
80,235

Cash and cash equivalents, beginning of year
23,368

 
21,046

Cash and cash equivalents, end of period
$
22,850

 
$
101,281


Net cash provided by operating activities increased $46.2 million to $339.6 million during the nine months ended September 30, 2017 from $293.4 million during the nine months ended September 30, 2016. The increase was primarily attributable to higher net income before certain non-cash items, lower escrow balances, and higher prepaid rent.
Net cash used in investing activities increased $269.9 million to $708.3 million during the nine months ended September 30, 2017 from $438.4 million during the nine months ended September 30, 2016. The increase was primarily attributable to:
a $301.5 million increase in acquisitions of real estate, primarily due to the August 2017 acquisition of six shopping centers in Los Angeles County, California,
an $84.4 million increase in capital expenditures as we continue to invest in Pike & Rose, Assembly Row, Santana Row, and other current redevelopments, and
a $12.2 million decrease in repayments of mortgage notes receivable due to the payoff of an $11.7 million note receivable in September 2016,
partially offset by
$127.5 million in proceeds primarily from the sale of our property at 150 Post Street, three land parcels at Assembly Row, and North Lake Commons in 2017.
Net cash provided by financing activities increased $142.9 million to $368.1 million during the nine months ended September 30, 2017 from $225.2 million during the nine months ended September 30, 2016. The increase was primarily attributable to:
$399.5 million net proceeds from the June 2017 issuance of $300.0 million of 3.25% senior unsecured notes that mature on July 15, 2027 and $100.0 million of 4.50% notes that mature on December 1, 2044, compared to $241.8 million in net proceeds from the issuance of 3.625% senior notes in July 2016,
$145.5 million in net proceeds from the September 29, 2017 issuance of 6,000 Series C Preferred Shares,
$41.5 million of borrowings on our revolving credit facility in 2017 as compared to $53.5 million of repayments in 2016,
a $13.0 million increase in contributions from noncontrolling interests primarily due to contributions to fund the $50.0 million partial repayment of the Plaza El Segundo mortgage loan, and
a $9.5 million decrease in distributions to and redemptions of noncontrolling interests primarily due to the 2016 acquisition of the 10% noncontrolling interest of a partnership which owns a project in Southern California,
partially offset by
a $248.9 million decrease in net proceeds from the issuance of common shares primarily due to our March 2016 issuance of 1.0 million common shares at $149.43 per share in an underwritten public offering, and 1.0 million common shares under our ATM equity program at a weighted average price of $155.48 during the nine months ended September 30, 2016, compared to 0.3 million common shares at a weighted average share price of $133.09 in 2017,
a $16.0 million increase in repayment of mortgages and capital leases primarily due to the $50.0 million pay down of the Plaza El Segundo mortgage loan on June 5, 2017, as compared to the payoff of $34.4 million of mortgage loans on April 1, 2016, and
a $13.1 million increase in dividends paid to shareholders due to an increase in the dividend rate and an increased number of shares outstanding.

27


Debt Financing Arrangements
The following is a summary of our total debt outstanding as of September 30, 2017:
Description of Debt
Original
Debt
Issued
 
Principal Balance as of September 30, 2017
 
Stated Interest Rate as of September 30, 2017
 
Maturity Date
 
(Dollar amounts in thousands)
 
 
 
 
Mortgages payable
 
 
 
 
 
 
 
Secured fixed rate
 
 
 
 
 
 
 
The Grove at Shrewsbury (West)
Acquired

 
$
10,608

 
6.38
%
 
March 1, 2018
Rollingwood Apartments
24,050

 
20,939

 
5.54
%
 
May 1, 2019
The Shops at Sunset Place
Acquired

 
67,124

 
5.62
%
 
September 1, 2020
29th Place
Acquired

 
4,395

 
5.91
%
 
January 31, 2021
Sylmar Towne Center
Acquired

 
17,448

 
5.39
%
 
June 6, 2021
Plaza Del Sol
Acquired

 
8,621

 
5.23
%
 
December 1, 2021
The AVENUE at White Marsh
52,705

 
52,705

 
3.35
%
 
January 1, 2022
Montrose Crossing
80,000

 
71,478

 
4.20
%
 
January 10, 2022
Azalea
Acquired

 
40,000

 
3.73
%
 
November 1, 2025
Bell Gardens
Acquired

 
13,245

 
4.06
%
 
August 1, 2026
Plaza El Segundo
125,000

 
125,000

 
3.83
%
 
June 5, 2027
The Grove at Shrewsbury (East)
43,600

 
43,600

 
3.77
%
 
September 1, 2027
Brook 35
11,500

 
11,500

 
4.65
%
 
July 1, 2029
Chelsea
Acquired

 
6,346

 
5.36
%
 
January 15, 2031
Subtotal
 
 
493,009

 
 
 
 
Net unamortized premium and debt issuance costs
 
 
231

 
 
 
 
Total mortgages payable