Company Quick10K Filing
Quick10K
Federal Realty Investment Trust
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$129.05 75 $9,670
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-06-19 Officers
8-K 2019-06-04 Other Events, Exhibits
8-K 2019-05-02 Earnings, Exhibits
8-K 2019-05-01 Shareholder Vote
8-K 2019-02-13 Earnings, Exhibits
8-K 2019-02-07 Officers, Amend Bylaw, Exhibits
8-K 2019-01-02 Officers
8-K 2018-10-31 Earnings, Exhibits
8-K 2018-08-01 Earnings, Exhibits
8-K 2018-05-07 Other Events, Exhibits
8-K 2018-05-02 Shareholder Vote
PNC PNC Financial Services Group 59,560
TWTR Twitter 29,820
GOLF Acushnet Holdings 1,870
GIII G III Apparel Group 1,850
AMR Alta Mesa Resources 83
WINT Windtree Therapeutics 0
FEPI First Equity Properties 0
MFST Medifirst Solutions 0
AMNL Applied Minerals 0
GTBP GT Biopharma 0
FRT 2019-03-31
Note 1-Business and Organization
Note 2-Summary of Significant Accounting Policies
Note 3-Real Estate
Note 4-Debt
Note 5-Fair Value of Financial Instruments
Note 6-Commitments and Contingencies
Note 7-Shareholders' Equity
Note 8-Share-Based Compensation Plans
Note 9-Earnings per Share
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
EX-3.2 frt-03312019xex32.htm
EX-31.1 frt-03312019xex311.htm
EX-31.2 frt-03312019xex312.htm
EX-32.1 frt-03312019xex321.htm
EX-32.2 frt-03312019xex322.htm

Federal Realty Investment Trust Earnings 2019-03-31

FRT 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Document
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Table of Contents


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 March 31, 2019
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) 
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest, $.01 par value per share, with associated Common Share Purchase Rights
FRT
New York Stock Exchange
Depositary Shares, each representing 1/1000 of a share of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share
FRT-C
New York Stock Exchange
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 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 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 
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 April 29, 2019 was 74,905,997.


Table of Contents

FEDERAL REALTY INVESTMENT TRUST
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2019

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018
 
 
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2019 and 2018
 
 
Consolidated Statements of Shareholders' Equity (unaudited) for the three months ended March 31, 2019 and 2018
 
 
Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018
 
 
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

Table of Contents


Federal Realty Investment Trust
Consolidated Balance Sheets
 
March 31,
 
December 31,
 
2019
 
2018
 
(In thousands, except share and per share data)
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate, at cost
 
 
 
Operating (including $1,699,440 and $1,701,804 of consolidated variable interest entities, respectively)
$
7,293,205

 
$
7,307,622

Construction-in-progress (including $62,037 and $51,313 of consolidated variable interest entities, respectively)
540,192

 
495,274

Assets held for sale
10,771

 
16,576

 
7,844,168

 
7,819,472

Less accumulated depreciation and amortization (including $301,029 and $292,374 of consolidated variable interest entities, respectively)
(2,105,159
)
 
(2,059,143
)
Net real estate
5,739,009

 
5,760,329

Cash and cash equivalents
43,003

 
64,087

Accounts and notes receivable, net
137,779

 
142,237

Mortgage notes receivable, net
30,429

 
30,429

Investment in partnerships
30,530

 
26,859

Operating lease right of use assets
95,402

 

Finance lease right of use assets
53,365

 

Prepaid expenses and other assets
221,849

 
265,703

TOTAL ASSETS
$
6,351,366

 
$
6,289,644

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Mortgages payable, net (including $441,107 and $444,388 of consolidated variable interest entities, respectively)
$
452,466

 
$
474,379

Capital lease obligations

 
71,519

Notes payable, net
299,106

 
279,027

Senior notes and debentures, net
2,404,987

 
2,404,279

Accounts payable and accrued expenses
156,029

 
177,922

Dividends payable
78,547

 
78,207

Security deposits payable
19,381

 
17,875

Operating lease liabilities
75,057

 

Finance lease liabilities
72,071

 

Other liabilities and deferred credits
157,451

 
182,898

Total liabilities
3,715,095

 
3,686,106

Commitments and contingencies (Note 6)

 

Redeemable noncontrolling interests
134,708

 
136,208

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 shares issued and outstanding
150,000

 
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, 74,836,984 and 74,249,633 shares issued and outstanding, respectively
752

 
745

Additional paid-in capital
3,071,981

 
3,004,442

Accumulated dividends in excess of net income
(843,947
)
 
(818,877
)
Accumulated other comprehensive loss
(625
)
 
(416
)
Total shareholders’ equity of the Trust
2,388,158

 
2,345,891

Noncontrolling interests
113,405

 
121,439

Total shareholders’ equity
2,501,563

 
2,467,330

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
6,351,366

 
$
6,289,644

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

3

Table of Contents

Federal Realty Investment Trust
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
(In thousands, except per share data)
REVENUE
 
 
 
Rental income
$
231,492

 
$
224,648

Mortgage interest income
735

 
757

Total revenue
232,227

 
225,405

EXPENSES
 
 
 
Rental expenses
44,260

 
44,773

Real estate taxes
27,687

 
28,448

General and administrative
9,565

 
7,929

Depreciation and amortization
59,622

 
58,110

Total operating expenses
141,134

 
139,260

 
 
 
 
       Gain on sale of real estate, net of tax

 
3,316

 
 
 
 
OPERATING INCOME
91,093

 
89,461

 
 
 
 
OTHER INCOME/(EXPENSE)
 
 
 
Other interest income
177

 
179

Interest expense
(28,033
)
 
(26,184
)
Loss from partnerships
(1,434
)
 
(525
)
NET INCOME
61,803

 
62,931

Net income attributable to noncontrolling interests
(1,659
)
 
(1,684
)
NET INCOME ATTRIBUTABLE TO THE TRUST
60,144

 
61,247

Dividends on preferred shares
(2,010
)
 
(2,010
)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS
$
58,134

 
$
59,237

EARNINGS PER COMMON SHARE, BASIC:
 
 
 
       Net income available for common shareholders
$
0.78

 
$
0.81

Weighted average number of common shares
74,200

 
72,905

EARNINGS PER COMMON SHARE, DILUTED:

 

       Net income available for common shareholders
$
0.78

 
$
0.81

Weighted average number of common shares
74,200

 
72,968

 
 
 
 
COMPREHENSIVE INCOME
$
61,594

 
$
63,398

 
 
 
 
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST
$
59,935

 
$
61,714


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

4

Table of Contents

Federal Realty Investment Trust
Consolidated Statements of Shareholders’ Equity
For the Three Months Ended March 31, 2019 and 2018
(Unaudited)
 
Shareholders’ Equity of the Trust
 
 
 
 
 
Preferred Shares
 
Common Shares
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of Net
Income
 
Accumulated
Other
Comprehensive
Income
 
Noncontrolling Interests
 
Total Shareholders' Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
(In thousands, except share data)
BALANCE AT DECEMBER 31, 2018
405,896

 
$
159,997

 
74,249,633

 
$
745

 
$
3,004,442

 
$
(818,877
)
 
$
(416
)
 
$
121,439

 
$
2,467,330

January 1, 2019 adoption of new accounting standard - See Note 2

 

 

 

 

 
(7,098
)
 

 

 
(7,098
)
Net income, excluding $876 attributable to redeemable noncontrolling interests

 

 

 

 

 
60,144

 

 
783

 
60,927

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

 

 

 

 

 

 
(209
)
 

 
(209
)
Dividends declared to common shareholders ($1.02 per share)

 

 

 

 

 
(76,106
)
 

 

 
(76,106
)
Dividends declared to preferred shareholders

 

 

 

 

 
(2,010
)
 

 

 
(2,010
)
Distributions declared to noncontrolling interests

 

 

 

 

 

 

 
(1,266
)
 
(1,266
)
Common shares issued, net

 

 
446,132

 
5

 
59,348

 

 

 

 
59,353

Shares issued under dividend reinvestment plan

 

 
4,273

 

 
528

 

 

 

 
528

Share-based compensation expense, net of forfeitures

 

 
100,586

 
1

 
3,860

 

 

 

 
3,861

Shares withheld for employee taxes

 

 
(32,686
)
 

 
(4,414
)
 

 

 

 
(4,414
)
Conversion and redemption of OP units

 

 
69,046

 
1

 
7,550

 

 

 
(7,551
)
 

Adjustment to redeemable noncontrolling interests

 

 

 

 
667

 

 

 

 
667

BALANCE AT MARCH 31, 2019
405,896

 
$
159,997

 
74,836,984

 
$
752

 
$
3,071,981

 
$
(843,947
)
 
$
(625
)
 
$
113,405

 
$
2,501,563

BALANCE AT DECEMBER 31, 2017
405,896

 
$
159,997

 
73,090,877

 
$
733

 
$
2,855,321

 
$
(749,367
)
 
$
22

 
$
124,808

 
2,391,514

January 1, 2018 adoption of new accounting standard - See Note 2

 

 

 

 

 
(6,028
)
 

 

 
(6,028
)
Net income, excluding $1,015 attributable to redeemable noncontrolling interests

 

 

 

 

 
61,247

 

 
669

 
61,916

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

 

 

 

 

 

 
467

 

 
467

Dividends declared to common shareholders ($1.00 per share)

 

 

 

 

 
(73,153
)
 

 

 
(73,153
)
Dividends declared to preferred shareholders

 

 

 

 

 
(2,010
)
 

 

 
(2,010
)
Distributions declared to noncontrolling interests

 

 

 

 

 

 

 
(1,348
)
 
(1,348
)
Common shares issued, net

 

 
30

 

 
4

 

 

 

 
4

Exercise of stock options

 

 
30,000

 
1

 
1,261

 

 

 

 
1,262

Shares issued under dividend reinvestment plan

 

 
4,440

 

 
547

 

 

 

 
547

Share-based compensation expense, net of forfeitures

 

 
97,968

 
1

 
3,869

 

 

 

 
3,870

Shares withheld for employee taxes

 

 
(6,795
)
 

 
(753
)
 

 

 

 
(753
)
Conversion and redemption of OP units

 

 

 

 
(532
)
 

 

 
(2,646
)
 
(3,178
)
BALANCE AT MARCH 31, 2018
405,896

 
$
159,997

 
73,216,520

 
$
735

 
$
2,859,717

 
$
(769,311
)
 
$
489

 
$
121,483

 
$
2,373,110


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

5

Table of Contents

Federal Realty Investment Trust
Consolidated Statements of Cash Flows
 (Unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
(In thousands)
OPERATING ACTIVITIES
 
Net income
$
61,803

 
$
62,931

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
59,622

 
58,110

Gain on sale of real estate, net

 
(3,316
)
Loss from partnerships
1,434

 
525

Other, net
2,230

 
1,737

Changes in assets and liabilities, net of effects of acquisitions and dispositions:
 
 
 
(Increase) decrease in accounts receivable, net
(1,245
)
 
2,322

Decrease in prepaid expenses and other assets
1,168

 
4,088

Decrease in accounts payable and accrued expenses
(6,815
)
 
(5,380
)
(Decrease) increase in security deposits and other liabilities
(13,278
)
 
3,163

Net cash provided by operating activities
104,919

 
124,180

INVESTING ACTIVITIES
 
 
 
Acquisition of real estate
(25,176
)
 

Capital expenditures - development and redevelopment
(63,380
)
 
(69,119
)
Capital expenditures - other
(14,061
)
 
(20,194
)
Proceeds from sale of real estate
6,106

 
51,459

Investment in partnerships
(300
)
 
(180
)
Distribution from partnerships in excess of earnings
983

 
93

Leasing costs
(8,259
)
 
(8,057
)
Repayment (issuance) of mortgage and other notes receivable, net
50

 
(180
)
Net cash used in investing activities
(104,037
)
 
(46,178
)
FINANCING ACTIVITIES
 
 
 
Net borrowings under revolving credit facility, net of costs
20,000

 
62,000

Repayment of mortgages and finance leases
(21,718
)
 
(11,978
)
Issuance of common shares, net of costs
59,427

 
1,336

Dividends paid to common and preferred shareholders
(77,296
)
 
(74,925
)
Shares withheld for employee taxes
(4,414
)
 
(753
)
Contributions from noncontrolling interests
106

 
69

Distributions to and redemptions of noncontrolling interests
(3,107
)
 
(5,251
)
Net cash used in financing activities
(27,002
)
 
(29,502
)
(Decrease) increase in cash, cash equivalents and restricted cash
(26,120
)
 
48,500

Cash, cash equivalents, and restricted cash at beginning of year
108,332

 
25,200

Cash, cash equivalents, and restricted cash at end of period
$
82,212

 
$
73,700


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


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Federal Realty Investment Trust
Notes to Consolidated Financial Statements
March 31, 2019
(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 March 31, 2019, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 105 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, 2018, 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 months ended March 31, 2019 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 2018 amounts have been reclassified to conform to current period presentation, which includes the presentation of rental income on our Consolidated Statements of Comprehensive Income.
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.

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Recently Adopted Accounting Pronouncements
Standard
 
Description
 
Effect on the financial statements or significant matters
 
 
 
 
 
Adopted on January 1, 2019:
 
 
Leases (Topic 842) and related updates:

ASU 2016-02,
February 2016,
Leases (Topic 842)

ASU 2018-10, July
2018, Codification
improvements to
  Topic 842, Leases

ASU 2018-11, July
2018, Leases (Topic
842)
 
  ASU 2019-01, March
  2019, Leases (Topic
  842), Codification
  Improvements
 
ASC 842 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet.  The larger changes to the lessor model include: a change in the definition of initial direct costs of leases (resulting in the upfront expensing of more leasing related costs), the requirement to make an upfront and ongoing assessment of whether collection of substantially all of the lease payments required for the term of each lease is probable (if not probable, lease revenue is effectively recognized when cash is collected), certain presentation changes, and the elimination of real estate specific guidance.


ASU 2018-10 and ASU 2019-01 provide narrow amendments that clarify how to apply certain aspects of the guidance in ASU 2016-02. ASU 2018-11 provides the option of an additional transition method, by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. It also provides lessors an option to not separate lease and non-lease components when certain criteria are met.
 
We have elected to apply the transition provisions of ASC Topic 842 at the beginning of the period of adoption (i.e., January 1, 2019), and therefore, did not retrospectively adjust prior periods presented. We have also elected to apply certain adoption related practical expedients for all leases that commenced prior to the effective date. These practical expedients include not reassessing whether any expired or existing contracts are or contain leases; not reassessing the lease classification for any expired or existing leases; and not reassessing initial direct costs for any existing leases. We have also elected the practical expedient allowing lessors to combine non-lease and lease components (primarily impacts common area maintenance recoveries).

From a lessee perspective, the primary impact of adoption on January 1, 2019 was to record a lease obligation liability and right of use asset for operating leases where we are the lessee.  The most significant of these operating leases are ground leases at 14 properties. The operating lease right of use assets and related liabilities are shown separately on the face of our consolidated balance sheet. Additionally, amounts previously recorded as capital lease assets and included in real estate have been reclassified in the March 31, 2019 balance sheet as finance lease right of use assets and the related capital lease obligations have been reclassified in the March 31, 2019 balance sheet as finance lease liabilities. Income statement presentation is not impacted for our existing operating and finance leases.

From a lessor perspective, adoption of ASC 842 results in a charge to opening accumulated dividends in excess of net income of $7.1 million. This charge is attributable to the write off of certain direct leasing costs recorded as of December 31, 2018 under the previous lease accounting rules for leases which had not commenced and the write off of December 31, 2018 unreserved receivables (including straight-line receivables) for leases where we have determined that the collection of substantially all of the lease payments required for the term of the lease is not probable. Income statement presentation changes incorporated into our March 31, 2019 financial statements include: no longer recording a gross up of revenue and expense for costs (such as real estate taxes) paid directly by lessees on our behalf and recording collectability adjustments against revenue rather than as bad debt within rental expenses.

The allowance for doubtful accounts recorded against lease receivables as of December 31, 2018 has been carried forward to the January 1, 2019 adoption date consolidated balance sheet.

As a result of the change in the definition of initial direct costs of leases, capitalized leasing costs excluding external commissions decreased to $0.4 million for the three months ended March 31, 2019 from $1.6 million for the three months ended March 31, 2018.
 
 
 
 
 





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The following table provides additional information on our operating and finance leases where we are the lessee:
 
Three Months Ended
 
March 31, 2019
 
(In thousands)
 
 
LEASE COST:
 
Finance lease cost:


     Amortization of right-of-use assets
$
321

     Interest on lease liabilities
1,456

Operating lease cost
1,504

Variable lease cost
91

Total lease cost
$
3,372

 
 
OTHER INFORMATION:
 
Cash paid for amounts included in the measurement of lease liabilities
 
     Operating cash flows for finance leases
$
1,460

     Operating cash flows for operating leases
$
1,511

     Financing cash flows for finance leases
$
25

 
 
Weighted-average remaining lease term - finance leases
18.9 years

Weighted-average remaining lease term - operating leases
53.7 years

Weighted-average discount rate - finance leases
8.0
%
Weighted-average discount rate - operating leases
4.5
%


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

 
Three Months Ended
 
March 31,
 
2019
 
2018
 
(In thousands)
SUPPLEMENTAL DISCLOSURES:
 
 
 
Total interest costs incurred
$
32,580

 
$
32,276

Interest capitalized
(4,547
)
 
(6,092
)
Interest expense
$
28,033

 
$
26,184

Cash paid for interest, net of amounts capitalized
$
32,485

 
$
31,832

Cash paid for income taxes
$
7

 
$
57

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
 
 
 
DownREIT operating partnership units redeemed for common shares
$
7,551

 
$

Shares issued under dividend reinvestment plan
$
455

 
$
477


See additional disclosures in the "Recently Adopted Accounting Pronouncements" section of this footnote relating to operating lease right of use assets and lease liabilities recorded in connection with our adoption of ASC Topic 842.

 
March 31,
 
December 31,
 
2019
 
2018
 
(In thousands)
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
 
 
 
Cash and cash equivalents
$
43,003

 
$
64,087

Restricted cash (1)
39,209

 
44,245

Total cash, cash equivalents, and restricted cash
$
82,212

 
$
108,332

(1)
Restricted cash balances are included in "prepaid expenses and other assets" on our consolidated balance sheets.

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NOTE 3—REAL ESTATE
On February 8, 2019, we acquired the fee interest in Fairfax Junction, a 75,000 square foot shopping center in Fairfax, Virginia for $22.5 million. Approximately $0.6 million and $0.4 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.

NOTE 4—DEBT

On January 31, 2019, we repaid the $20.3 million mortgage loan on Rollingwood Apartments, at par, prior to its original
maturity date.
During the three months ended March 31, 2019, the maximum amount of borrowings outstanding under our $800.0 million revolving credit facility was $116.5 million, the weighted average borrowings outstanding was $63.4 million, and the weighted average interest rate, before amortization of debt fees, was 3.2%. At March 31, 2019, the outstanding balance was $20.0 million. 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 March 31, 2019, 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:

 
March 31, 2019
 
December 31, 2018
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
(In thousands)
Mortgages and notes payable
$
751,572

 
$
751,170

 
$
753,406

 
$
751,361

Senior notes and debentures
$
2,404,987

 
$
2,443,338

 
$
2,404,279

 
$
2,371,392



One of our equity method investees has two interest rate swaps which qualify for cash flow hedge accounting. During the three months ended March 31, 2019, our share of the change in fair value of the related swaps included in "accumulated other comprehensive income" was $0.2 million.

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.

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Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or common shares, at our option. A total of 669,377 downREIT operating partnership units are outstanding which have a total fair value of $92.3 million, based on our closing stock price on March 31, 2019.

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

 
Three Months Ended March 31,
 
2019
 
2018
 
Declared
 
Paid
 
Declared
 
Paid
Common shares
$
1.020

 
$
1.020

 
$
1.000

 
$
1.000

5.417% Series 1 Cumulative Convertible Preferred shares
$
0.339

 
$
0.339

 
$
0.339

 
$
0.339

5.0% Series C Cumulative Redeemable Preferred shares (1)
$
0.313

 
$
0.313

 
$
0.313

 
$
0.368


(1)
Amount represents dividends per depository share, each representing 1/1000th of a share.

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 March 31, 2019, we sold 511,938 common shares (of which, 65,812 settled on April 2, 2019) at a weighted average price per share of $134.96 for net cash proceeds of $68.4 million and paid $0.7 million in commissions and less than $0.1 million in additional offering expenses related to the sales of these common shares. As of March 31, 2019, we had the capacity to issue up to $203.4 million in common shares under our ATM equity program.

NOTE 8—SHARE-BASED COMPENSATION PLANS
A summary of share-based compensation expense included in net income is as follows:
 
Three Months Ended
 
March 31,
 
2019
 
2018
 
(In thousands)
Grants of common shares and options
$
3,861

 
$
3,870

Capitalized share-based compensation
(226
)
 
(438
)
Share-based compensation expense
$
3,635

 
$
3,432



NOTE 9—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 months ended March 31, 2019 and 2018, we had 0.2 million and 0.3 million weighted average unvested shares outstanding, respectively, 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 both the three months ended March 31, 2019 and 2018. 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.

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Three Months Ended
 
March 31,
 
2019
 
2018
 
(In thousands, except per share data)
NUMERATOR
 
 
 
Net income
$
61,803

 
$
62,931

Less: Preferred share dividends
(2,010
)
 
(2,010
)
Less: Income from operations attributable to noncontrolling interests
(1,659
)
 
(1,684
)
Less: Earnings allocated to unvested shares
(220
)
 
(253
)
Net income available for common shareholders, basic and diluted
$
57,914

 
$
58,984

DENOMINATOR
 
 
 
Weighted average common shares outstanding—basic
74,200

 
72,905

Stock options

 
63

Weighted average common shares outstanding—diluted
74,200

 
72,968

 
 
 
 
EARNINGS PER COMMON SHARE, BASIC:
 
 
 
Net income available for common shareholders
$
0.78

 
$
0.81

EARNINGS PER COMMON SHARE, DILUTED:
 
 
 
Net income available for common shareholders
$
0.78

 
$
0.81




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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, 2018 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2019.
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, 2018 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 March 31, 2019, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 105 predominantly retail real estate projects comprising approximately 24.2 million square feet. In total, the real estate projects were 94.0% leased and 93.0% occupied at March 31, 2019.
2019 Property Acquisition
On February 8, 2019, we acquired the fee interest in Fairfax Junction, a 75,000 square foot shopping center in Fairfax, Virginia for $22.5 million. Approximately $0.6 million and $0.4 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.
2019 Significant Debt and Equity Transactions

On January 31, 2019, we repaid the $20.3 million mortgage loan on Rollingwood Apartments, at par, prior to its original
maturity date.

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 March 31, 2019, we sold 511,938 common shares (of which, 65,812 settled on April 2, 2019) at a weighted average price per share of $134.96 for net cash proceeds of $68.4 million and paid $0.7 million in commissions and less than $0.1 million in additional offering expenses related to the sales of these common shares. As of March 31, 2019, we had the capacity to issue up to $203.4 million in common shares under our ATM equity program.
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 $58 million and $2 million, respectively, for the three months ended March 31, 2019, and $64 million and $2 million, respectively, for the three months ended March 31, 2018. We capitalized external and internal costs related to other property improvements of $6 million and $1 million, respectively, for the three months ended March 31, 2019, and $14 million and $1 million for the three months ended March 31, 2018. We capitalized external and internal costs related to leasing activities of $8 million and less than $1 million, respectively, for the three months ended March 31, 2019, and $7 million and $1 million, respectively, for the three months ended March 31, 2018. The amount of capitalized internal costs for salaries and related

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benefits for development and redevelopment activities, other property improvements, and leasing activities were $2 million, $1 million, and less than $1 million, respectively, for the three months ended March 31, 2019 and $2 million, $1 million, and $1 million, respectively for the three months ended March 31, 2018. Total capitalized costs were $76 million and $90 million for the three months ended March 31, 2019 and 2018, respectively.
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 comparable property portfolio,
growth in our portfolio from property development and redevelopments, and
expansion of our portfolio through property acquisitions.
Our comparable property 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 generally 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 an uptick in the number of retail tenants vacating prior to the end of their lease term and/or filing for bankruptcy. We believe the locations and nature 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 March 31, 2019, no single tenant accounted for more than 2.7% 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 $210 million that we expect to stabilize in the next several years.
We continue our ongoing redevelopment efforts at Santana Row and are under construction on an eight story 301,000 square foot office building which will include an additional 18,000 square feet of retail space and 1,300 parking spaces. The project is expected to cost between $210 million and $220 million, to be delivered in 2020, and the office portion is 100% pre-leased. 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 across from Santana Row, which has approximately 1 million square feet of commercial space entitlements. We are proceeding with the first phase of construction on this land, which includes an eight story 360,000 square foot office building, with over 1,700 parking spaces. The building is expected to cost between $250 and $270 million, with deliveries beginning in 2021.
Phase II of Assembly Row includes approximately 161,000 square feet of retail space, 447 residential units, and a 158 room boutique hotel (owned and operated by a joint venture in which we are a partner). Total expected costs range from $290 million to $305 million and delivery is expected to continue through mid 2019. As of March 31, 2019, approximately 128,000 square feet of retail space and the 158 room hotel have opened, and all of the residential units have been completed. Phase II also includes 122 for-sale condominium units of which 107 units have closed as of March 31, 2019. The remaining 15 units are expected to close in 2019. The condominium units have an expected total cost of $81 million.
Additionally, we commenced construction on Phase III of Assembly Row, which will include 277,000 square feet of office space (of which, 150,000 square feet is pre-leased), 56,000 square feet of retail space, 500 residential units, and over 800 additional parking spaces. The expected costs for Phase III are between $465 million and $485 million and is projected to open beginning in 2022.

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Phase II of Pike & Rose includes approximately 216,000 square feet of retail space, 272 residential units, and a 177 room boutique hotel (owned and operated by a joint venture in which we are a partner). As of March 31, 2019, approximately 192,000 square feet of retail space and the 177 room hotel have opened, and all of the residential units have been completed. Total expected costs range from $200 million to $207 million and remaining delivery is expected to continue through 2019. As of March 31, 2019, we closed on the sale of 79 of the 99 for-sale condominium units in Phase II. The condominium units have an expected total cost of $62 million.
Additionally, at Pike & Rose, we have commenced construction on a 212,000 square foot office building (which includes 4,000 square feet of ground floor retail space), and will include over 600 additional parking spaces. The building is expected to cost between $128 million and $135 million and is projected to open beginning in 2021.
Including costs incurred in the first three months of 2019, we expect to invest between $175 million and $200 million at Assembly Row and Pike & Rose in 2019.
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 March 31, 2019, the leasable square feet in our properties was 94.0% leased and 93.0% 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 first quarter of 2019, we signed leases for a total of 306,000 square feet of retail space including 247,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 10% on a cash basis. New leases for comparable spaces were signed for 128,000 square feet at an average rental increase of 17% on a cash basis. Renewals for comparable spaces were signed for 119,000 square feet at an average rental increase of 1% on a cash basis. Tenant improvements and incentives for comparable spaces were $54.97 per square foot, of which, $104.80 per square foot was for new leases and $1.28 per square foot was for renewals for the three months ended March 31, 2019.
The rental increases associated with comparable spaces generally include all leases signed for retail space 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 2019 generally become effective over the following two years though some may not become effective until 2022 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.

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Historically, we have executed comparable space leases for 1.2 to 1.7 million square feet of retail space each year, and expect that volume for 2019 will be in line with 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.
Comparable Properties
Throughout this section, we have provided certain information on a “comparable property” basis. Information provided on a comparable property basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties that are currently under development or are being repositioned for significant redevelopment and investment. For the three months ended March 31, 2019, all or a portion of 98 properties were considered comparable properties and eight properties were considered non-comparable properties. For the three months ended March 31, 2019, eight properties were moved from acquisitions to comparable properties, one property was moved from acquisitions to non-comparable properties, and one portion of a property was moved from non-comparable to comparable properties, compared to the designations for the year ended December 31, 2018, which were 90 properties or portions of properties considered comparable and eight considered non-comparable. While there is judgment surrounding changes in designations, we typically move non-comparable properties to comparable properties once they have stabilized, which is typically considered 90% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from comparable properties when the repositioning of the asset has commenced and has or is expected to have a significant impact to property operating income within the calendar year. Acquisitions are moved to comparable properties once we have owned the property for the entirety of comparable periods and the property is not under development or being repositioned for significant redevelopment and investment.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2019 AND 2018
 
 
 
 
 
Change
 
2019
 
2018
 
Dollars
 
%
 
(Dollar amounts in thousands)
Rental income
$
231,492

 
$
224,648

 
$
6,844

 
3.0
 %
Mortgage interest income
735

 
757

 
(22
)
 
(2.9
)%
Total property revenue
232,227

 
225,405

 
6,822

 
3.0
 %
Rental expenses
44,260

 
44,773

 
(513
)
 
(1.1
)%
Real estate taxes
27,687

 
28,448

 
(761
)
 
(2.7
)%
Total property expenses
71,947

 
73,221

 
(1,274
)
 
(1.7
)%
Property operating income (1)
160,280

 
152,184

 
8,096

 
5.3
 %
General and administrative expense
(9,565
)
 
(7,929
)
 
(1,636
)
 
20.6
 %
Depreciation and amortization
(59,622
)
 
(58,110
)
 
(1,512
)
 
2.6
 %
Gain on sale of real estate, net

 
3,316

 
(3,316
)
 
(100.0
)%
Operating income
91,093

 
89,461

 
1,632

 
1.8
 %
Other interest income
177

 
179

 
(2
)
 
(1.1
)%
Interest expense
(28,033
)
 
(26,184
)
 
(1,849
)
 
7.1
 %
Loss from partnerships
(1,434
)
 
(525
)
 
(909
)
 
(173.1
)%
Total other, net
(29,290
)
 
(26,530
)
 
(2,760
)
 
10.4
 %
Net income
61,803

 
62,931

 
(1,128
)
 
(1.8
)%
Net income attributable to noncontrolling interests
(1,659
)
 
(1,684
)
 
25

 
(1.5
)%
Net income attributable to the Trust
$
60,144

 
$
61,247

 
$
(1,103
)
 
(1.8
)%
(1)
Property operating income is a non-GAAP measure that consists of rental 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.


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Property Revenues
Total property revenue increased $6.8 million, or 3.0%, to $232.2 million in the three months ended March 31, 2019 compared to $225.4 million in the three months ended March 31, 2018. The percentage occupied at our shopping centers was 93.0% at March 31, 2019 compared to 93.3% at March 31, 2018. 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 $6.8 million, or 3.0%, to $231.5 million in the three months ended March 31, 2019 compared to $224.6 million in the three months ended March 31, 2018 due primarily to the following:
an increase of $4.3 million at non-comparable properties due primarily to the openings at Phase II at Assembly Row and Pike & Rose and the lease-up of one other retail redevelopment, partially offset by lower occupancy at two of our Florida properties and one Virginia property in the beginning stages of redevelopment, and
an increase of $3.1 million at comparable properties due primarily to higher lease termination fees of $3.5 million and higher rental rates of approximately $2.4 million, partially offset by $1.5 million related to collectibility adjustments, which are now being presented as a reduction of rental income rather than rental expense, and a $1.2 million decrease in real estate tax recoveries. Both of these decreases are primarily due to requirements of the new lease accounting standard (see Note 2 for additional disclosure).
Property Expenses
Total property expenses decreased $1.3 million, or 1.7%, to $71.9 million in the three months ended March 31, 2019 compared to $73.2 million in the three months ended March 31, 2018. Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses decreased $0.5 million, or 1.1%, to $44.3 million in the three months ended March 31, 2019 compared to $44.8 million in the three months ended March 31, 2018. This decrease is primarily due to the following:
a decrease of $0.9 million from comparable properties due to the new lease accounting standard requirement to record collectibility adjustments as a reduction to revenue rather than rental expense effective at adoption on January 1, 2019,
partially offset by
an increase of $0.4 million from non-comparable properties due primarily to our residential properties at Assembly Row and Pike & Rose stabilizing throughout 2018, as well as one of our retail redevelopments opening.
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 19.1% in the three months ended March 31, 2019 from 19.9% in the three months ended March 31, 2018.
Real Estate Taxes
Real estate tax expense decreased $0.8 million, or 2.7%, to $27.7 million in the three months ended March 31, 2019 compared to $28.4 million in the three months ended March 31, 2018. This decrease is primarily due to the following:
a decrease of $1.0 million from comparable properties due primarily to the new lease accounting standard requirement, which no longer permits the gross up of real estate tax revenue and expense for real estate taxes that our tenants pay directly to the taxing authority (see Note 2 for additional disclosure) of $1.3 million, partially offset by higher assessments,
partially offset by
an increase of $0.2 million from non-comparable properties due primarily to increases in assessments as a result of our redevelopment activities.
Property Operating Income
Property operating income increased $8.1 million, or 5.3%, to $160.3 million in the three months ended March 31, 2019 compared to $152.2 million in the three months ended March 31, 2018. This increase is primarily due to growth in earnings at comparable properties and Assembly Row and Pike & Rose, partially offset by 2018 property sales.

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Other Operating
General and Administrative
General and administrative expense increased $1.6 million, or 20.6%, to $9.6 million in the three months ended March 31, 2019 from $7.9 million in the three months ended March 31, 2018. The increase is primarily due to higher leasing related costs as certain costs can no longer be capitalized as a result of the new lease accounting standard (see Note 2 for additional disclosure) and higher personnel costs.
Depreciation and Amortization
Depreciation and amortization expense increased $1.5 million, or 2.6%, to $59.6 million in the three months ended March 31, 2019 from $58.1 million in the three months ended March 31, 2018. This increase is primarily due to Phase II of Assembly Row and Pike & Rose being placed in service and our investment in comparable properties, partially offset by the redevelopment of one of our Florida properties and our 2018 property sales.
Gain on Sale of Real Estate, Net
The $3.3 million net gain for the three months ended March 31, 2018 is related to condominium unit sales that closed at our Assembly Row and Pike and Rose properties.
Operating Income
Operating income increased $1.6 million, or 1.8%, to $91.1 million in the three months ended March 31, 2019 compared to $89.5 million in the three months ended March 31, 2018. This increase is primarily due to growth in earnings at our comparable properties and the opening of Phase II of Assembly Row and Pike & Rose, partially offset by the 2018 net gain related to the condominium unit sales at our Assembly Row and Pike & Rose properties, and higher leasing and personnel related costs.
Other
Interest Expense
Interest expense increased $1.8 million, or 7.1%, to $28.0 million in the three months ended March 31, 2019 compared to $26.2 million in the three months ended March 31, 2018. This increase is due primarily to the following:
a decrease of $1.5 million in capitalized interest, primarily attributable to portions of Phase II of Assembly Row and Pike & Rose being placed in service,
an increase of $0.7 million due to a higher overall weighted average borrowing rate,
partially offset by
a decrease of $0.4 million due to lower weighted average borrowings primarily from our revolving credit facility and the repayment of our Rollingwood mortgage loan in January 2019.
Gross interest costs were $32.6 million and $32.3 million in the three months ended March 31, 2019 and 2018, respectively. Capitalized interest was $4.5 million and $6.1 million in the three months ended March 31, 2019 and 2018, respectively.
Loss from Partnerships
Loss from partnerships increased $0.9 million, or 173.1%, to $1.4 million in the three months ended March 31, 2019 compared to $0.5 million in the three months ended March 31, 2018. This increase is due primarily to our share of losses related to the hotel joint ventures at Assembly Row and Pike & Rose, which opened in August 2018 and March 2018, respectively.
 
 
 
 
 
 
 
 

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.

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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 March 31, 2019, we had cash and cash equivalents of $43.0 million and $20.0 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. For the three months ended March 31, 2019, the maximum amount of borrowings outstanding under our revolving credit facility was $116.5 million, the weighted average amount of borrowings outstanding was $63.4 million and the weighted average interest rate, before amortization of debt fees, was 3.2%. Our only remaining debt maturing in 2019 is our $275.0 million unsecured term loan which matures on November 21, 2019. During the three months ended March 31, 2019, we raised $68.4 million, after fees and other costs, under our ATM equity program, which as of March 31, 2019, had the capacity to issue up to $203.4 million in common shares. 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 and capital expenditures.
Our overall capital requirements for the remainder of 2019 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 to see higher levels of capital investments in our properties under development and redevelopment compared to 2018, as we invest in the next phase of these projects. 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.
Summary of Cash Flows
 
Three Months Ended March 31,
 
2019
 
2018
 
(In thousands)
Cash provided by operating activities
$
104,919

 
$
124,180

Cash used in investing activities
(104,037
)
 
(46,178
)
Cash used in financing activities
(27,002
)
 
(29,502
)
(Decrease) increase in cash, cash equivalents and restricted cash
(26,120
)
 
48,500

Cash, cash equivalents and restricted cash, beginning of year
108,332

 
25,200

Cash, cash equivalents and restricted cash, end of period
$
82,212

 
$
73,700


Net cash provided by operating activities decreased $19.3 million to $104.9 million during the three months ended March 31, 2019 from $124.2 million during the three months ended March 31, 2018. The decrease was primarily attributable to timing of cash receipts, partially offset by higher net income before certain non-cash items.
Net cash used in investing activities increased $57.9 million to $104.0 million during the three months ended March 31, 2019 from $46.2 million during the three months ended March 31, 2018. The increase was primarily attributable to:
a $45.4 million decrease in proceeds from the sale of condominiums at our Assembly Row and Pike & Rose properties, and

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a $25.2 million increase in acquisition of real estate, primarily due to the acquisition of Fairfax Junction in February 2019,
partially offset by
an $11.9 million decrease in capital expenditures as we complete portions of Phase II of both our Assembly Row and Pike & Rose projects.
Net cash used in financing activities decreased $2.5 million to $27.0 million used during the three months ended March 31, 2019 from $29.5 million during the three months ended March 31, 2018. The decrease was primarily attributable to:
a $58.1 million increase in net proceeds from the issuance of common shares under our ATM program during the three months ended March 31, 2019,
partially offset by
a $42.0 million decrease in net borrowings on our revolving credit facility,
a $9.7 million increase in repayment of mortgages and capital leases due to the $20.3 million payoff of the mortgage loan on Rollingwood Apartments in January 2019 as compared to the $10.5 million payoff of the mortgage loan on the Grove at Shrewsbury (West) in March 2018.



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Debt Financing Arrangements
The following is a summary of our total debt outstanding as of March 31, 2019:
Description of Debt
Original
Debt
Issued
 
Principal Balance as of March 31, 2019
 
Stated Interest Rate as of March 31, 2019
 
Maturity Date
 
(Dollar amounts in thousands)
 
 
 
 
Mortgages payable
 
 
 
 
 
 
 
Secured fixed rate
 
 
 
 
 
 
 
The Shops at Sunset Place
Acquired

 
$
63,884

 
5.62
%
 
September 1, 2020
29th Place
Acquired

 
4,058

 
5.91
%
 
January 31, 2021
Sylmar Towne Center
Acquired

 
16,911

 
5.39
%
 
June 6, 2021
Plaza Del Sol
Acquired

 
8,365

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

 
52,705

 
3.35
%
 
January 1, 2022
Montrose Crossing
80,000

 
68,863

 
4.20
%
 
January 10, 2022
Azalea
Acquired

 
40,000

 
3.73
%
 
November 1, 2025
Bell Gardens
Acquired

 
12,872

 
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

 
5,856

 
5.36
%
 
January 15, 2031
Subtotal
 
 
453,614

 
 
 
 
Net unamortized premium and debt issuance costs
 
 
(1,148
)
 
 
 
 
Total mortgages payable, net
 
 
452,466

 
 
 
 
Notes payable
 
 
 
 
 
 
 
Term loan
275,000

 
275,000

 
LIBOR + 0.90%

 
November 21, 2019
Revolving credit facility (1)
800,000

 
20,000

 
LIBOR + 0.825%

 
April 20, 2020
Various
7,239

 
4,386

 
11.31%

 
Various through 2028
Subtotal
 
 
299,386

 
 
 
 
Net unamortized debt issuance costs
 
 
(280
)
 
 
 
 
Total notes payable, net
 
 
299,106

 
 
 
 
 
 
 
 
 
 
 
 
Senior notes and debentures
 
 
 
 
 
 
 
Unsecured fixed rate
 
 
 
 
 
 
 
2.55% notes
250,000

 
250,000

 
2.55
%
 
January 15, 2021
3.00% notes
250,000

 
250,000

 
3.00
%
 
August 1, 2022
2.75% notes
275,000

 
275,000

 
2.75
%
 
June 1, 2023
3.95% notes
300,000

 
300,000

 
3.95
%
 
January 15, 2024
7.48% debentures
50,000

 
29,200

 
7.48
%
 
August 15, 2026
3.25% notes
475,000

 
475,000

 
3.25
%
 
July 15, 2027
6.82% medium term notes
40,000

 
40,000

 
6.82
%
 
August 1, 2027
4.50% notes
550,000

 
550,000

 
4.50
%
 
December 1, 2044
3.625% notes
250,000

 
250,000

 
3.625
%
 
August 1, 2046
Subtotal
 
 
2,419,200

 
 
 
 
Net unamortized discount and debt issuance costs
 
 
(14,213
)
 
 
 
 
Total senior notes and debentures, net
 
 
2,404,987

 
 
 
 
 
 
 
 
 
 
 
 
Total debt, net
 
 
$
3,156,559

 
 
 
 
_____________________
1)
The maximum amount drawn under our revolving credit facility during the three months ended March 31, 2019 was $116.5 million, and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was 3.2%.
Our revolving credit facility, term loan and other debt agreements include financial and other covenants that may limit our operating activities in the future. As of March 31, 2019, we were in compliance with all financial and other covenants related to our revolving credit facility, term loan and senior notes. Additionally, as of March 31, 2019, we were in compliance with all of the financial and other covenants that could trigger loan default on our mortgage loans. If we were to breach any of these financial and other covenants and did not cure the breach within an applicable cure period, our lenders could require us to repay the debt immediately and, if the debt is secured, could immediately begin proceedings to take possession of the property securing the loan. Many of our debt arrangements, including our public notes, term loan and our revolving credit facility, are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt obligations. As a result, any

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default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations and the market value of our shares. Our organizational documents do not limit the level or amount of debt that we may incur.
The following is a summary of our scheduled principal repayments as of March 31, 2019:
 
 
Unsecured
 
Secured
 
Total
 
 
(In thousands)
 
2019
$
275,545

 
$
4,101

 
$
279,646

 
2020
20,613

(1)
65,539

 
86,152

  
2021
250,682

 
30,541

 
281,223

  
2022
250,758

 
117,018

 
367,776

  
2023
275,787

 
730

 
276,517

  
Thereafter
1,645,201

 
235,685

 
1,880,886

  
 
$
2,718,586

  
$
453,614

 
$
3,172,200

(2)
__________________
1)
Our $800.0 million revolving credit facility matures on April 20, 2020, subject to two six-month extensions at our option. As of March 31, 2019, there was $20.0 million outstanding under this credit facility.
2)
The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net premium/discount and debt issuance costs on mortgage loans, notes payable, and senior notes as of March 31, 2019.
Interest Rate Hedging
We may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt. We enter into derivative instruments that qualify as cash f