Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20202021
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: 001-35481
RETAIL PROPERTIES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Maryland42-1579325
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2021 Spring Road,, Suite 200,, Oak Brook,, Illinois60523
(Address of principal executive offices and zip code)offices) (Zip Code)
(630) (630) 634-4200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par valueRPAINew 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. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Number of shares outstanding of the registrant’s class of common stock as of May 1, 2020:April 30, 2021:
Class A common stock:    214,732,558 shares
214,121,973 shares

Table of Contents
RETAIL PROPERTIES OF AMERICA, INC.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
1
Item 1.2.
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2320
4238
4339
PART II — OTHER INFORMATION
4440
4440
4540
4540
4540
4640
4641
4742




Table of Contents
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RETAIL PROPERTIES OF AMERICA, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except par value amounts)

March 31,
2021		December 31,
2020
Assets  
Investment properties:  
Land$1,075,720 $1,075,037 
Building and other improvements3,593,830 3,590,495 
Developments in progress197,453 188,556 
4,867,003 4,854,088 
Less: accumulated depreciation(1,547,223)(1,514,440)
Net investment properties (includes $84,278 and $74,314 from consolidated
variable interest entities, respectively)
3,319,780 3,339,648 
Cash and cash equivalents38,315 41,785 
Accounts receivable, net66,130 73,983 
Acquired lease intangible assets, net63,489 66,799 
Right-of-use lease assets42,306 42,768 
Other assets, net (includes $423 and $354 from consolidated
variable interest entities, respectively)
68,838 72,220 
Total assets$3,598,858 $3,637,203 
Liabilities and Equity  
Liabilities:  
Mortgages payable, net$90,943 $91,514 
Unsecured notes payable, net1,186,522 1,186,000 
Unsecured term loans, net467,727 467,559 
Unsecured revolving line of credit0 0 
Accounts payable and accrued expenses48,637 78,692 
Distributions payable15,031 12,855 
Acquired lease intangible liabilities, net60,033 61,698 
Lease liabilities84,358 84,628 
Other liabilities (includes $4,067 and $3,890 from consolidated
variable interest entities, respectively)
64,130 72,127 
Total liabilities2,017,381 2,055,073 
Commitments and contingencies (Note 13)00
Equity:  
Preferred stock, $0.001 par value, 10,000 shares authorized, NaN issued or outstanding0 0 
Class A common stock, $0.001 par value, 475,000 shares authorized,
214,733 and 214,168 shares issued and outstanding as of March 31, 2021
and December 31, 2020, respectively
215 214 
Additional paid-in capital4,521,067 4,519,522 
Accumulated distributions in excess of earnings(2,920,701)(2,910,383)
Accumulated other comprehensive loss(23,611)(31,730)
Total shareholders’ equity1,576,970 1,577,623 
Noncontrolling interests4,507 4,507 
Total equity1,581,477 1,582,130 
Total liabilities and equity$3,598,858 $3,637,203 
 March 31,
2020		 December 31,
2019
Assets   
Investment properties:   
Land$1,075,577
 $1,021,829
Building and other improvements3,548,769
 3,544,582
Developments in progress126,761
 113,353
 4,751,107
 4,679,764
Less: accumulated depreciation(1,416,981) (1,383,274)
Net investment properties (includes $30,600 and $12,445 from consolidated
variable interest entities, respectively)
3,334,126
 3,296,490
Cash and cash equivalents769,241
 9,989
Accounts and notes receivable, net72,003
 73,832
Acquired lease intangible assets, net78,439
 79,832
Right-of-use lease assets44,157
 50,241
Other assets, net (includes $344 and $164 from consolidated
variable interest entities, respectively)
71,627
 75,978
Total assets$4,369,593
 $3,586,362
    
Liabilities and Equity   
Liabilities:   
Mortgages payable, net$93,562
 $94,155
Unsecured notes payable, net796,420
 796,247
Unsecured term loans, net716,792
 716,523
Unsecured revolving line of credit849,704
 18,000
Accounts payable and accrued expenses50,622
 78,902
Distributions payable35,464
 35,387
Acquired lease intangible liabilities, net67,573
 63,578
Lease liabilities85,340
 91,129
Other liabilities (includes $3,233 and $1,707 from consolidated
variable interest entities, respectively)
76,815
 56,368
Total liabilities2,772,292
 1,950,289
    
Commitments and contingencies (Note 13)

 

    
Equity:   
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding—
 —
Class A common stock, $0.001 par value, 475,000 shares authorized,
214,122 and 213,600 shares issued and outstanding as of March 31, 2020
and December 31, 2019, respectively
214
 214
Additional paid-in capital4,512,939
 4,510,484
Accumulated distributions in excess of earnings(2,879,040) (2,865,933)
Accumulated other comprehensive loss(39,870) (12,288)
Total shareholders’ equity1,594,243
 1,632,477
Noncontrolling interests3,058
 3,596
Total equity1,597,301
 1,636,073
Total liabilities and equity$4,369,593
 $3,586,362

See accompanying notes to condensed consolidated financial statements

1
Table of Contents
RETAIL PROPERTIES OF AMERICA, INC.
Condensed Consolidated Statements of Operations and Other Comprehensive LossIncome (Loss)
(Unaudited)
(in thousands, except per share amounts)

Three Months Ended March 31,
 20212020
Revenues: 
Lease income$119,380 $118,695 
Expenses:  
Operating expenses18,065 16,414 
Real estate taxes18,934 18,533 
Depreciation and amortization47,867 40,173 
Provision for impairment of investment properties0 346 
General and administrative expenses11,118 9,165 
Total expenses95,984 84,631 
Other (expense) income:
Interest expense(18,752)(17,046)
Gain on litigation settlement0 6,100 
Other income (expense), net69 (761)
Net income4,713 22,357 
Net income attributable to noncontrolling interests0 0 
Net income attributable to common shareholders$4,713 $22,357 
Earnings per common share – basic and diluted:  
Net income per common share attributable to common shareholders$0.02 $0.10 
Net income$4,713 $22,357 
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments (Note 8)8,119 (27,582)
Comprehensive income (loss) attributable to the Company$12,832 $(5,225)
Weighted average number of common shares outstanding – basic213,651 213,215 
Weighted average number of common shares outstanding – diluted214,348 213,215 
 Three Months Ended March 31,
 2020 2019
Revenues:   
Lease income$118,695
 $122,703
    
Expenses:   
Operating expenses16,414
 17,686
Real estate taxes18,533
 18,403
Depreciation and amortization40,173
 43,267
Provision for impairment of investment properties346
 —
General and administrative expenses9,165
 10,499
Total expenses84,631
 89,855
    
Other (expense) income:

 

Interest expense(17,046) (17,430)
Gain on sales of investment properties—
 8,449
Gain on litigation settlement6,100
 —
Other expense, net(761) (659)
Net income22,357
 23,208
Net income attributable to noncontrolling interests—
 —
Net income attributable to common shareholders$22,357
 $23,208
    
Earnings per common share – basic and diluted:   
Net income per common share attributable to common shareholders$0.10
 $0.11
    
Net income$22,357
 $23,208
Other comprehensive loss:   
Net unrealized loss on derivative instruments (Note 8)(27,582) (3,514)
Comprehensive (loss) income attributable to the Company$(5,225) $19,694
    
Weighted average number of common shares outstanding – basic213,215
 212,850
    
Weighted average number of common shares outstanding – diluted213,215
 213,223

See accompanying notes to condensed consolidated financial statements

2
Table of Contents
RETAIL PROPERTIES OF AMERICA, INC.
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands, except per share amounts)

Class A
Common Stock		Additional
Paid-in
Capital		Accumulated
Distributions
in Excess of
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Total
Shareholders’
Equity		Noncontrolling
Interests		Total Equity
Class A
Common Stock
 
Additional
Paid-in
Capital
 
Accumulated
Distributions
in Excess of
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Shareholders’
Equity
 
Noncontrolling
Interests
 Total EquitySharesAmount
Shares Amount
Balance as of January 1, 2019213,176
 $213
 $4,504,702
 $(2,756,802) $(1,522) $1,746,591
 $418
 $1,747,009
Net income—
 —
 —
 23,208
 —
 23,208
 —
 23,208
Other comprehensive loss—
 —
 —
 —
 (3,514) (3,514) —
 (3,514)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 —
 358
 358
Distributions declared to common shareholders
($0.165625 per share)
—
 —
 —
 (35,371) —
 (35,371) —
 (35,371)
Issuance of common stock111
 —
 —
 —
 —
 —
 —
 —
Issuance of restricted shares392
 1
 —
 —
 —
 1
 —
 1
Stock-based compensation expense, net of forfeitures(9) —
 1,966
 —
 —
 1,966
 —
 1,966
Shares withheld for employee taxes(85) —
 (1,037) —
 —
 (1,037) —
 (1,037)
Balance as of March 31, 2019213,585
 $214
 $4,505,631
 $(2,768,965) $(5,036) $1,731,844
 $776
 $1,732,620
               
Balance as of January 1, 2020213,600
 $214
 $4,510,484
 $(2,865,933) $(12,288) $1,632,477
 $3,596
 $1,636,073
Balance as of January 1, 2020213,600 $214 $4,510,484 $(2,865,933)$(12,288)$1,632,477 $3,596 $1,636,073 
Net income—
 —
 —
 22,357
 —
 22,357
 —
 22,357
Net income— — — 22,357 — 22,357 — 22,357 
Other comprehensive loss—
 —
 —
 —
 (27,582) (27,582) —
 (27,582)Other comprehensive loss— — — — (27,582)(27,582)— (27,582)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 —
 1,123
 1,123
Contributions from noncontrolling interests— — — — — — 1,123 1,123 
Termination of consolidated joint venture—
 —
 1,661
 —
 —
 1,661
 (1,661) —
Termination of consolidated joint venture— — 1,661 — — 1,661 (1,661)— 
Distributions declared to common shareholders
($0.165625 per share)
—
 —
 —
 (35,464) —
 (35,464) —
 (35,464)
Distributions declared to common shareholders
($0.165625 per share)
— — — (35,464)— (35,464)— (35,464)
Issuance of common stock148
 —
 —
 —
 —
 —
 —
 —
Issuance of common stock148 — — — — — — — 
Issuance of restricted shares493
 —
 —
 —
 —
 —
 —
 —
Issuance of restricted shares493 — — — — — — — 
Stock-based compensation expense—
 —
 2,233
 —
 —
 2,233
 —
 2,233
Stock-based compensation expense— — 2,233 — — 2,233 — 2,233 
Shares withheld for employee taxes(119) —
 (1,439) —
 —
 (1,439) —
 (1,439)Shares withheld for employee taxes(119)— (1,439)— — (1,439)— (1,439)
Balance as of March 31, 2020214,122
 $214
 $4,512,939
 $(2,879,040) $(39,870) $1,594,243
 $3,058
 $1,597,301
Balance as of March 31, 2020214,122 $214 $4,512,939 $(2,879,040)$(39,870)$1,594,243 $3,058 $1,597,301 
Balance as of January 1, 2021Balance as of January 1, 2021214,168 $214 $4,519,522 $(2,910,383)$(31,730)$1,577,623 $4,507 $1,582,130 
Net incomeNet income— — — 4,713 — 4,713 — 4,713 
Other comprehensive incomeOther comprehensive income— — — — 8,119 8,119 — 8,119 
Distributions declared to common shareholders
($0.07 per share)
Distributions declared to common shareholders
($0.07 per share)
— — — (15,031)— (15,031)— (15,031)
Issuance of common stock, net of offering costsIssuance of common stock, net of offering costs151 — (2)— — (2)— (2)
Issuance of restricted sharesIssuance of restricted shares543 1 — — — 1 — 1 
Stock-based compensation expenseStock-based compensation expense— — 2,806 — — 2,806 — 2,806 
Shares withheld for employee taxesShares withheld for employee taxes(129)— (1,259)— — (1,259)— (1,259)
Balance as of March 31, 2021Balance as of March 31, 2021214,733 $215 $4,521,067 $(2,920,701)$(23,611)$1,576,970 $4,507 $1,581,477 
See accompanying notes to condensed consolidated financial statements

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Table of Contents


RETAIL PROPERTIES OF AMERICA, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

Three Months Ended March 31,
 20212020
Cash flows from operating activities:  
Net income$4,713 $22,357 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization47,867 40,173 
Provision for impairment of investment properties0 346 
Amortization of loan fees and debt discount, net1,204 950 
Amortization of stock-based compensation2,806 2,233 
Payment of leasing fees and inducements(2,236)(3,676)
Changes in accounts receivable, net8,013 778 
Changes in right-of-use lease assets462 467 
Changes in accounts payable and accrued expenses, net(29,217)(26,319)
Changes in lease liabilities(269)(230)
Changes in other operating assets and liabilities, net4,010 (2,652)
Other, net(1,222)615 
Net cash provided by operating activities36,131 35,042 
Cash flows from investing activities:  
Purchase of investment properties0 (54,970)
Capital expenditures and tenant improvements(9,818)(14,165)
Proceeds from sales of investment properties0 11,343 
Investment in developments in progress(15,411)(12,715)
Net cash used in investing activities(25,229)(70,507)
Cash flows from financing activities:  
Principal payments on mortgages payable(598)(619)
Proceeds from unsecured revolving line of credit7,000 937,704 
Repayments of unsecured revolving line of credit(7,000)(106,000)
Distributions paid(12,855)(35,387)
Other, net(1,261)(316)
Net cash (used in) provided by financing activities(14,714)795,382 
Net (decrease) increase in cash, cash equivalents and restricted cash(3,812)759,917 
Cash, cash equivalents and restricted cash, at beginning of period45,329 14,447 
Cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
(continued)
4
 Three Months Ended March 31,
 2020 2019
Cash flows from operating activities:   
Net income$22,357
 $23,208
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization40,173
 43,267
Provision for impairment of investment properties346
 —
Gain on sales of investment properties—
 (8,449)
Amortization of loan fees and debt premium and discount, net950
 798
Amortization of stock-based compensation2,233
 1,966
Payment of leasing fees and inducements(3,676) (2,739)
Changes in accounts receivable, net778
 6,312
Changes in right-of-use lease assets467
 485
Changes in accounts payable and accrued expenses, net(26,319) (25,058)
Changes in lease liabilities(230) (150)
Changes in other operating assets and liabilities, net(2,652) 398
Other, net615
 (3,083)
Net cash provided by operating activities35,042
 36,955
    
Cash flows from investing activities:   
Purchase of investment properties(54,970) (25,204)
Capital expenditures and tenant improvements(14,165) (18,746)
Proceeds from sales of investment properties11,343
 21,605
Investment in developments in progress(12,715) (5,841)
Net cash used in investing activities(70,507) (28,186)
    
Cash flows from financing activities:   
Principal payments on mortgages payable(619) (764)
Proceeds from unsecured revolving line of credit937,704
 94,000
Repayments of unsecured revolving line of credit(106,000) (68,000)
Payment of loan fees and deposits—
 (4)
Distributions paid(35,387) (35,383)
Other, net(316) (679)
Net cash provided by (used in) financing activities795,382
 (10,830)
    
Net increase (decrease) in cash, cash equivalents and restricted cash759,917
 (2,061)
Cash, cash equivalents and restricted cash, at beginning of period14,447
 19,601
Cash, cash equivalents and restricted cash, at end of period$774,364
 $17,540
(continued) 
Table of Contents



RETAIL PROPERTIES OF AMERICA, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)

Three Months Ended March 31,
20212020
Supplemental cash flow disclosure, including non-cash activities:  
Cash paid for interest, net of interest capitalized$23,901 $14,263 
Cash paid for amounts included in the measurement of operating lease liabilities$1,491 $1,446 
Distributions payable$15,031 $35,464 
Accrued capital expenditures and tenant improvements$4,309 $6,246 
Accrued leasing fees and inducements$1,441 $683 
Accrued redevelopment costs$935 $2,573 
Amounts reclassified to developments in progress$0 $305 
Developments in progress placed in service$6,046 $0 
Change in noncontrolling interest due to termination of joint venture$0 $1,661 
Lease liabilities arising from obtaining right-of-use lease assets$0 $383 
Purchase of investment properties (after credits at closing):
Net investment properties$0 $(58,760)
Right-of-use lease assets0 5,999 
Accounts receivable, acquired lease intangibles and other assets0 (1,801)
Lease liabilities0 (5,942)
Accounts payable, acquired lease intangibles and other liabilities0 5,534 
Purchase of investment properties (after credits at closing)$0 $(54,970)
Proceeds from sales of investment properties:  
Net investment properties$0 $11,281 
Accounts receivable, acquired lease intangibles and other assets0 167 
Accounts payable, acquired lease intangibles and other liabilities0 (105)
Proceeds from sales of investment properties$0 $11,343 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, at beginning of period$41,785 $9,989 
Restricted cash, at beginning of period (included within “Other assets, net”)3,544 4,458 
Total cash, cash equivalents and restricted cash, at beginning of period$45,329 $14,447 
Cash and cash equivalents, at end of period$38,315 $769,241 
Restricted cash, at end of period (included within “Other assets, net”)3,202 5,123 
Total cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
 Three Months Ended March 31,
 2020 2019
Supplemental cash flow disclosure, including non-cash activities:   
Cash paid for interest, net of interest capitalized$14,263
 $16,216
Cash paid for amounts included in the measurement of operating lease liabilities$1,446
 $1,679
Distributions payable$35,464
 $35,375
Accrued capital expenditures and tenant improvements$6,246
 $9,407
Accrued leasing fees and inducements$683
 $754
Accrued redevelopment costs$2,573
 $395
Amounts reclassified to developments in progress$305
 $—
Change in noncontrolling interest due to termination of joint venture$1,661
 $—
Lease liabilities arising from obtaining right-of-use lease assets$383
 $103,519
Straight-line ground rent liabilities reclassified to right-of-use lease asset$—
 $31,030
Straight-line office rent liability reclassified to right-of-use lease asset$—
 $507
Acquired ground lease intangible liability reclassified to right-of-use lease asset$—
 $11,898
    
Purchase of investment properties (after credits at closing):   
Net investment properties$(58,760) $(23,894)
Right-of-use lease assets5,999
 —
Accounts receivable, acquired lease intangibles and other assets(1,801) (1,694)
Lease liabilities(5,942) —
Accounts payable, acquired lease intangibles and other liabilities5,534
 384
Purchase of investment properties (after credits at closing)$(54,970) $(25,204)
    
Proceeds from sales of investment properties:   
Net investment properties$11,281
 $17,456
Right-of-use lease assets—
 8,242
Accounts receivable, acquired lease intangibles and other assets167
 1,417
Lease liabilities—
 (11,326)
Accounts payable, acquired lease intangibles and other liabilities(105) (2,633)
Gain on sales of investment properties—
 8,449
Proceeds from sales of investment properties$11,343
 $21,605
    
Reconciliation of cash, cash equivalents and restricted cash:   
Cash and cash equivalents, at beginning of period$9,989
 $14,722
Restricted cash, at beginning of period (included within “Other assets, net”)4,458
 4,879
Total cash, cash equivalents and restricted cash, at beginning of period$14,447
 $19,601
    
Cash and cash equivalents, at end of period$769,241
 $11,855
Restricted cash, at end of period (included within “Other assets, net”)5,123
 5,685
Total cash, cash equivalents and restricted cash, at end of period$774,364
 $17,540

See accompanying notes to condensed consolidated financial statements

5
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report should refer to the audited financial statements of Retail Properties of America, Inc. for the year ended December 31, 2019,2020, which are included in its 20192020 Annual Report on Form 10-K, as certain footnote disclosures which would substantially duplicate those contained in the Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary, all of which were of normal recurring nature, for a fair presentation have been included in this Quarterly Report.
(1) ORGANIZATION AND BASIS OF PRESENTATION
Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 and its primary purpose is to own and operate high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of March 31, 2020,2021, the Company owned 102 retail operating properties in the United States.
The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has 1 wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to capitalization of development costs,(i) the reserve for uncollectible lease income, (ii) provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and (iii) initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates.
All sharedollar amounts and dollarshare amounts in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes thereto, are stated in thousands with the exception of per share, per square foot and per unit amounts.
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts.
In March 2020, the World Health Organization declared the outbreakThe Company’s property ownership as of the novel coronavirus (COVID-19) a global pandemic. COVID-19 has caused significant disruptions to the U.S. and global economy and has contributed to significant volatility and negative pressure in the financial markets. The global impact of the COVID-19 outbreak has been rapidly evolving and many U.S. states and cities, including where the Company owns properties and/or has development sites, have imposed measures intended to control its spread, such as instituting “shelter-in-place” rules and restrictions on the types of businesses that may continue to operate and/or the types of construction projects that may continue. While the Company did not incur significant disruptions to its lease income and occupancy during the three months ended March 31, 2020 from COVID-19, the Company continues to closely monitor the impact of the pandemic on all aspects of its business. Due to numerous uncertainties, it2021 is not possible to accurately predict the impact the pandemic will have on the Company’s financial condition, results of operations and cash flows. To date, as a result of the pandemic and the measures noted above to mitigate its impact, a number of the Company’s tenants have announced temporary closures of their stores or modifications of their operations and requested lease concessions. Generally, the Company has not yet reached agreement with tenants regarding concession requests, as discussions are ongoing. Certain other tenants are considered essential businesses which remain open and continue to operate during this time. Except for a small, enclosedsummarized below:
Property Count
Retail operating properties102 
Expansion and redevelopment projects:
Circle East1 
One Loudoun Downtown – Pads G & H (a)0 
Carillon1 
The Shoppes at Quarterfield1 
Total number of properties105 
(a)The operating portion of onethis property is included within the Company has not closed any of its properties and continues to operate themproperty count for the benefit of the communities and customers that the Company’s tenants serve.retail operating properties.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company’s property ownership as of March 31, 2020 is summarized below:
Property Count
Retail operating properties102
Expansion and redevelopment projects:
Circle East1
One Loudoun Downtown – Pads G & H (a)—
Carillon1
The Shoppes at Quarterfield1
Total number of properties105
(a)The operating portion of this property is included within the property count for retail operating properties.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Refer to the Company’s 20192020 Annual Report on Form 10-K for a summary of its significant accounting policies. Except as disclosed below, thereThere have been no changes to the Company’s significant accounting policies in the three months ended March 31, 2020.2021.
Recently Adopted Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses. This new guidance was effective January 1, 2020 and replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses. Financial assets that are measured at amortized cost are required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. In addition, an entity must consider broader information in developing its expected credit loss estimate, including the use of forecasted information. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. Generally, the pronouncement requires a modified retrospective method of adoption. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements as it did not have any financial assets within the scope of this guidance.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement. This new guidance was effective January 1, 2020 and provides new and, in some cases, eliminates or modifies the previously existing disclosure requirements on fair value measurements. Public entities are now required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities are no longer required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifies that materiality is an appropriate consideration when evaluating disclosure requirements. As permitted by the new pronouncement, the Company removed the discussion of its valuation processes for Level 3 fair value measurements. The Company did not remove any other disclosures as it did not have any transfers between levels of the fair value hierarchy during the current and comparative periods. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements. The amended disclosure guidance will be applied prospectively.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). Specifically, the guidance allows for certain changes in critical terms of a designated hedging instrument or hedged item as a result of reference rate reform to not result in the dedesignation of the hedging relationship. In addition, the optional expedients related to probability and effectiveness assessments allow companies to disregard certain economic mismatches in a hedging relationship arising due to reference rate reform until both the derivative and hedged transactions have completed the transition, where current GAAP requires those mismatches to be modeled into the assessment of effectiveness.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company adopted this guidance as of the effective date and elected to apply the optional expedients related to probability and effectiveness prospectively. The Company has not modified any hedging relationship and has disregarded the potential economic mismatches in hedging relationships due to reference rate reform during the three months ended March 31, 2020.
Recently Issued Accounting Pronouncements
In April 2020, the FASB staff issued a question-and-answer (Q&A) document focusing on the application of the lease guidance in ASC 842, Leases, for lease concessions related to the effects of the COVID-19 pandemic. The FASB staff noted that due to the business disruptions and challenges caused by the COVID-19 pandemic, many lessors are, or will be, providing lease concessions such as payment forgiveness and deferral of payments. Changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications under ASC 842. Within the Q&A, the FASB staff provides relief for lease concessions offered as a result of the effects of the COVID-19 pandemic and does not require these concessions to be accounted for in accordance with the lease modification guidance in ASC 842. Under existing lease guidance, the Company would determine, on a lease by lease basis, if a lease concession was the result of a new arrangement with the tenant or if it was under the enforceable rights and obligations within the lease agreement. Under the relief guidance, a company can account for the concessions (i) as if no changes to the existing lease contract were made or (ii) as a variable lease adjustment. The Q&A allows the Company, if certain criteria have been met, to bypass the lease by lease analysis and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. This election is optional and available for concessions related to the effects of the COVID-19 pandemic that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the existing contract. The Company expects to apply the lease modification relief, however, the Q&A has not had a material impact on the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2020 as the Company has not yet reached agreement with tenants regarding any concession requests, as discussions are ongoing. The future impact is dependent upon the extent of lease concessions granted to tenants as a result of the COVID-19 pandemic in future periods and the elections made by the Company at the time of entering such concessions.
(3) ACQUISITIONS AND DEVELOPMENTS IN PROGRESS
Acquisitions
The Company did not acquire any properties during the three months ended March 31, 2021.
The Company closed on the following acquisition during the three months ended March 31, 2020:
DateProperty NameMetropolitan
Statistical Area (MSA)		Property TypeSquare
Footage		Acquisition
Price
February 6, 2020Fullerton MetrocenterLos AngelesFee interest (a)154,700 $55,000 
154,700 $55,000 (b)
Date Property Name Metropolitan
Statistical Area (MSA)		 Property Type 
Square
Footage
 
Acquisition
Price
 
February 6, 2020 Fullerton Metrocenter Los Angeles Fee interest (a) 154,700
 $55,000
 
        154,700
 $55,000
(b)
(a)The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor.
(b)Acquisition price does not include capitalized closing costs and adjustments totaling $240.
(a)The Company closed onacquired the followingfee interest in an existing multi-tenant retail operating property. In connection with this acquisition, during the three months ended March 31, 2019:Company also assumed the lessor position in a ground lease with a shadow anchor.
Date Property Name MSA Property Type 
Square
Footage
 
Acquisition
Price
 
March 7, 2019 North Benson Center Seattle Multi-tenant retail 70,500
 $25,340
 
        70,500
 $25,340
(a)

(b)
(a)Acquisition price does not include capitalized closing costs and adjustments totaling $90.

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Table of ContentsAcquisition price does not include capitalized closing costs and adjustments totaling $240.
RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisitionsacquisition discussed above:
 Three Months Ended March 31,
 2020 2019
Land$57,137
 $13,275
Building and other improvements, net1,623
 10,619
Acquired lease intangible assets (a)2,014
 1,770
Acquired lease intangible liabilities (b)(5,534) (234)
Net assets acquired$55,240
 $25,430

(a)The weighted average amortization period for acquiredThree Months Ended
March 31, 2020
Land$57,137 
Building and other improvements, net1,623 
Acquired lease intangible assets is 17 years and five years for acquisitions completed during the three months ended March 31, 2020 and 2019, respectively.(a)2,014 
Acquired lease intangible liabilities (b)(5,534)
(b)The weighted average amortization period for
Net assets acquired lease intangible liabilities is 17 years and five years for acquisitions completed during the three months ended March 31, 2020 and 2019, respectively.$55,240 
These acquisitions were(a)The weighted average amortization period for acquired lease intangible assets is 17 years for the acquisition completed during the three months ended March 31, 2020.
(b)The weighted average amortization period for acquired lease intangible liabilities is 17 years for the acquisition completed during the three months ended March 31, 2020.
The acquisition was funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. All of the acquisitionsThe acquisition completed during 2020 and 2019 werewas considered an asset acquisitionsacquisition and, as such, transaction costs were capitalized upon closing.
In addition, the Company capitalized $626$716 and $675$626 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three months ended March 31, 20202021 and 2019,2020, respectively. The Company also capitalized $60$57 and $54$60 of internal leasing incentives, all of which were incremental to signed leases, during the three months ended March 31, 2021 and 2020, and 2019, respectively.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Developments in Progress
The carrying amount of the Company’s developments in progress are as follows:
Property NameMSAMarch 31, 2021December 31, 2020
Expansion and redevelopment projects
Circle EastBaltimore$34,075 $38,180 
One Loudoun DowntownWashington, D.C.101,493 89,103 
CarillonWashington, D.C.33,393 33,463 
The Shoppes at QuarterfieldBaltimore923 865 
Pad development projects
Southlake Town SquareDallas2,119 1,495 
172,003 163,106 
Land held for future development
One Loudoun UptownWashington, D.C.25,450 25,450 
Total developments in progress$197,453 $188,556 
Property Name MSA March 31, 2020 December 31, 2019
Expansion and redevelopment projects:      
Circle East (a) Baltimore $34,665
 $33,628
One Loudoun Downtown Washington, D.C. 36,346
 27,868
Carillon Washington, D.C. 29,517
 26,407
The Shoppes at Quarterfield Baltimore 524
 —
Pad development projects:      
Southlake Town Square Dallas 259
 —
    101,311
 87,903
Land held for future development:      
One Loudoun Uptown Washington, D.C. 25,450
 25,450
Total developments in progress   $126,761
 $113,353
(a)During the year ended December 31, 2018, the Company received net proceeds of $11,820 in connection with the sale of air rights to a third party to develop multi-family rental units at Circle East, which is shown net in the “Developments in progress” balance as of March 31, 2020 and December 31, 2019 in the accompanying condensed consolidated balance sheets.
In response to current macroeconomic conditions related to the COVID-19novel coronavirus (COVID-19) pandemic, the Company halted plans for vertical construction at its Carillon redevelopment during the three months ended March 31, 2020 and has materially reduced the planned scope and spend for the project. As of March 31, 2020,2021, the Company was actively completing site work preparation at the propertycontinues to evaluate scenarios in anticipation of potentialrestarting future development at the site. The Company expects to complete the site work preparation during 2020 for an expected additional capital investment of approximately $4,500.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

development.
The Company capitalized $1,316$1,811 and $574$1,316 of indirect project costs related to redevelopment projects during the three months ended March 31, 20202021 and 2019,2020, respectively, including, among other costs, $372$409 and $365$372 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $785$1,292 and $144$785 of interest, respectively.
Variable Interest Entities
As of January 1, 2020,March 31, 2021, the Company had 1 joint venturesventure related to the development, ownership and operation of the (i) multi-family rental portion of the expansion project at One Loudoun Downtown – Pads G & H, of which joint venture the Company ownedowns 90%; (ii) multi-family rental portion of the redevelopment project at Carillon, of which joint venture the Company owned 95%, and (iii) medical office building portion of the redevelopment project at Carillon, of which joint venture the Company owned 95%.
The joint ventures areventure is considered VIEsa VIE primarily because the Company’s joint venture partners dopartner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in eachthe joint venture. As such, the Company has consolidated thesethe joint venturesventure and presented the joint venture partners’ interestspartner’s interest as noncontrolling interests.
As a result of halting the planned vertical construction at Carillon, the Company terminated the joint venture related to the multi-family rental portion of the redevelopment during the three months ended March 31, 2020. In accordance with the terms of the joint venture agreement, costs incurred prior to the termination were funded evenly by the partners2021 and there was no payment between the partners upon termination. Subsequent to the termination, if the Company commences the redevelopment and uses the materials developed, or approvals obtained, by the joint venture, the Company is required to reimburse the partner’s costs incurred in connection with such materials or approvals. As a result of the termination, the Company reclassified the noncontrolling interest balance of $1,661 related to this multi-family rental joint venture from noncontrolling interests to additional paid-in capital within equity. There was no gain or loss recognized in connection with the termination. Subsequent to MarchDecember 31, 2020, the Company terminated the joint venture related to the medical office building portion of the redevelopment at Carillon.
As of March 31, 2020 and December 31, 2019, the Company had recorded the following related to the One Loudoun Downtown – Pads G & H consolidated joint ventures:venture:
 March 31, 2020 December 31, 2019
 
One Loudoun Downtown –
Pads G & H
 
Carillon – Phase One
Multi-family Rental
 
Carillon – Phase One
Medical Office
 Total 
One Loudoun Downtown –
Pads G & H
 
Carillon – Phase One
Multi-family Rental
 
Carillon – Phase One
Medical Office
 Total
Net investment properties$29,715
 $—
 $885
 $30,600
 $8,830
 $2,940
 $675
 $12,445
Other assets, net$344
 $—
 $—
 $344
 $164
 $—
 $—
 $164
Other liabilities$3,066
 $—
 $167
 $3,233
 $1,546
 $32
 $129
 $1,707
Noncontrolling interests$2,699
 $—
 $359
 $3,058
 $1,869
 $1,454
 $273
 $3,596

One Loudoun Downtown – Pads G & H
March 31, 2021December 31, 2020
Net investment properties$84,278 $74,314 
Other assets, net$423 $354 
Other liabilities$4,067 $3,890 
Noncontrolling interests$4,507 $4,507 
DevelopmentAs of March 31, 2021, the Company has funded $3,556 of the partner’s development costs are fundedrelated to One Loudoun Downtown – Pads G & H through a loan provided by the partners, includingCompany to the Company, and/orjoint venture. The loan, secured by the joint venture project, is required to be repaid subsequent to the completion of construction loan financing throughoutand stabilization of the construction period.project and is eliminated upon consolidation. Under terms defined in the joint venture agreements,agreement, after construction completion and stabilization of the respective development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the respective joint venture at fair value. The Company has not provided financial support to these VIEs in excess of any amounts that it is contractually required to provide. There was no income from the joint venture projectsproject during the three months ended March 31, 20202021 and 20192020 and, as such, no income was attributed to the noncontrolling interests.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(4) DISPOSITIONS
The Company did not sell any properties during the three months ended March 31, 2021.
The Company closed on the following disposition during the three months ended March 31, 2020:
DateProperty NameProperty TypeSquare
Footage		ConsiderationAggregate
Proceeds, Net (a)		Gain
February 13, 2020King Philip’s CrossingMulti-tenant retail105,900 $13,900 $11,343 $0 
105,900 $13,900 $11,343 $0 
Date Property Name Property Type 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (a)
 Gain
February 13, 2020 King Philip’s Crossing Multi-tenant retail 105,900
 $13,900
 $11,343
 $—
      105,900
 $13,900
 $11,343
 $—
(a)(a)Aggregate proceeds are net of transaction costs.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company closed on the following disposition during the three months ended March 31, 2019:
Date Property Name Property Type 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (a)
 Gain
March 8, 2019 Edwards Multiplex – Fresno (a) Single-user retail 94,600
 $25,850
 $21,605
 $8,449
      94,600
 $25,850
 $21,605
 $8,449
(a)Aggregate proceeds are net of transaction costs. Prior to the disposition, the Company was subject to a ground lease whereby it leased the underlying land from a third party. The ground lease was assumed by the purchaser in connection with the disposition.
None of the dispositions completed during the three months ended March 31, 2020 and 2019 qualifieddid not qualify for discontinued operations treatment and none areis not considered individually significant.
As of March 31, 20202021 and December 31, 2019, no2020, 0 properties qualified for held for sale accounting treatment.
(5) EQUITY COMPENSATION PLANS
The Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management.
The following table summarizes the Company’s unvested restricted shares as of and for the three months ended March 31, 20202021:
Unvested
Restricted Shares		Weighted Average
Grant Date
Fair Value per
Restricted Share
Balance as of January 1, 2021685 $10.81 
Shares granted (a)543 $11.20 
Shares vested(258)$11.88 
Balance as of March 31, 2021 (b)970 $10.74 
(a):Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.
(b)As of March 31, 2021, total unrecognized compensation expense related to unvested restricted shares was $3,772, which is expected to be amortized over a weighted average term of 1.5 years.

Unvested
Restricted Shares
Weighted Average
Grant Date
Fair Value per
Restricted Share
Balance as of January 1, 2020535

$12.46
Shares granted (a)493

$12.87
Shares vested(213)
$13.08
Balance as of March 31, 2020 (b)815

$12.55
(a)Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.
(b)As of March 31, 2020, total unrecognized compensation expense related to unvested restricted shares was $4,937, which is expected to be amortized over a weighted average term of 1.5 years.
The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the three months ended March 31, 2020:2021:
Unvested
RSUs		Weighted Average
Grant Date
Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2021974 $12.81 
RSUs granted (a)452 $10.06 
Conversion of RSUs to common stock and restricted shares (b)(260)$14.39 
RSUs eligible for future conversion as of March 31, 2021 (c)1,166 $11.39 
(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 0.16%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s projected common stock dividend yield of 4.08%. Subject to continued employment, in 2024, following the performance period which concludes on December 31, 2023, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.
(b)On February 8, 2021, 260 RSUs converted into 102 shares of common stock and 197 restricted shares that will vest on December 31, 2021, subject to continued employment through such date, after applying a conversion rate of 115% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2020.
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Unvested
RSUs
 
Weighted Average
Grant Date
Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2020839
 $13.10
RSUs granted (a)331
 $13.67
Conversion of RSUs to common stock and restricted shares (b)(196) $15.52
RSUs eligible for future conversion as of March 31, 2020 (c)974
 $12.81
(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 1.54%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s common stock dividend yield of 5.07%. Subject to continued employment, in 2023, following the performance period which concludes on December 31, 2022, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.
(b)
On February 10, 2020, 196 RSUs converted into 105 shares of common stock and 175 restricted shares that will vest on December 31, 2020, subject to continued employment through such date, after applying a conversion rate of 142.5% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

An additional 49 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.
(c)As of March 31, 2020, total unrecognized compensation expense related to unvested RSUs was $7,892, which is expected to be amortized over a weighted average term of 2.4 years.
(c)As of March 31, 2021, total unrecognized compensation expense related to unvested RSUs was $8,169, which is expected to be amortized over a weighted average term of 2.3 years.
During the three months ended March 31, 20202021 and 2019,2020, the Company recorded compensation expense of $2,233$2,806 and $1,966,$2,233, respectively, related to the amortization of unvested restricted shares and RSUs. The total fair value of restricted shares that vested during the three months ended March 31, 20202021 was $2,513.$2,514. In addition, the total fair value of RSUs that converted into common stock during the three months ended March 31, 20202021 was $1,321.$1,002.
Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of March 31, 2021 and 2020,, options to purchase 10 and 16 shares of common stock, respectively, remained outstanding and exercisable pursuant to such plan.exercisable. The Company did not0t grant any options in 2021 or 2020 or 2019 and did not record any0 compensation expense related to stock options was recorded during the three months ended March 31, 20202021 and 2019.2020.
(6) LEASES
Leases as Lessor
Lease income related to the Company’s operating leases is comprised of the following:
Three Months Ended March 31,
20212020
Lease income related to fixed and variable lease payments
Base rent (a) (b)$86,074 $90,433 
Percentage and specialty rent (c)524 874 
Tenant recoveries (b) (c)26,028 25,741 
Lease termination fee income (c)679 124 
Other lease-related income (c)1,309 1,505 
Straight-line rental income, net (d)420 341 
Other
Uncollectible lease income, net (e)3,544 (880)
Amortization of above and below market lease intangibles and lease inducements802 557 
Lease income$119,380 $118,695 
 Three Months Ended March 31,
 2020 2019
Lease income related to fixed lease payments$91,147
 $90,434
Lease income related to variable lease payments28,495
 30,631
Other (a)(947) 1,638
Lease income$118,695
 $122,703
(a)“Other” is comprised of revenue adjustments related to changes in collectibility and amortization of above and below market lease intangibles and lease inducements.
Leases(a)Base rent primarily consists of fixed lease payments; however, it also includes the net impact of variable lease payments related to lease concessions granted as Lessee
Duringrelief due to COVID-19 in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. The impact of these lease concessions includes an increase of $1,230 and $0 for the three months ended March 31, 2021 and 2020, respectively, in base rent related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment; as a result, lease income was reduced for the deferral in previous periods, however recognized as variable lease income upon receipt of payment, more than offset by a decrease of $2,609 and $0 for the three months ended March 31, 2021 and 2020, respectively, in base rent related to lease concession agreements executed during the period that did not meet deferral accounting treatment and for which payment has not been received. The aggregate $2,609 decrease from lease concession agreements was associated with billed base rent of $1,254 from the three months ended March 31, 2021 and $1,355 from prior periods.
(b)Base rent and tenant recoveries are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.”
(c)Represents lease income related to variable lease payments.
(d)Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in the reserve for straight-line receivables related to tenants accounted for on a cash basis of $(2,610) and $(1,035) for the three months ended March 31, 2021 and 2020, respectively.
(e)Uncollectible lease income, net is comprised of (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the impact of executed lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these anticipated concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants, and (v) the impact of lease concessions we have agreed in principle of $454 and $0 for the three months ended March 31, 2021 and 2020, respectively, that are not expected to meet deferral
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
accounting treatment, however, such agreements have not been executed as of March 31, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed.
In response to COVID-19 and its related impact on many of the Company’s tenants, the Company extendedreached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of March 31, 2021, the Company has agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $36 of 1 office lease resulting inpreviously uncollected base rent charges and to address an additional $1,877 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease liability and right-of-useterm.
As of March 31, 2021, $7,063 of executed lease assetconcessions to defer rental payment without an extension of $383.the lease term, net of related reserves, remain outstanding within “Accounts receivable, net” in the accompanying condensed consolidated balance sheets. Further, as of March 31, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, will be received over a period of approximately nine months.
(7) DEBT
The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit.
Mortgages Payable
The following table summarizes the Company’s mortgages payable:
March 31, 2021December 31, 2020
BalanceWeighted
Average
Interest Rate		Weighted
Average Years
to Maturity		BalanceWeighted
Average
Interest Rate		Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$91,558 4.36 %3.8$92,156 4.36 %4.1
Discount, net of accumulated amortization(439)(450)
Capitalized loan fees, net of accumulated
amortization
(176)(192)
Mortgages payable, net$90,943 $91,514 
 March 31, 2020 December 31, 2019

Balance
Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
 Balance 
Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$94,285

4.37% 4.8 $94,904
 4.37% 5.1
Discount, net of accumulated amortization(483)
    (493)    
Capitalized loan fees, net of accumulated
amortization
(240)     (256)    
Mortgages payable, net$93,562

    $94,155
    

(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% as of March 31, 2021 and December 31, 2020.
(a)The fixed rate mortgages had interest rates ranging from 3.75% to 7.48% as of March 31, 2020 and December 31, 2019.
During the three months ended March 31, 2020,2021, the Company made scheduled principal payments of $619$598 related to amortizing loans.

Unsecured Notes Payable
The following table summarizes the Company’s unsecured notes payable:
March 31, 2021December 31, 2020
Unsecured Notes PayableMaturity DateBalanceInterest Rate/
Weighted Average
Interest Rate		BalanceInterest Rate/
Weighted Average
Interest Rate
Senior notes – 4.58% due 2024June 30, 2024$150,000 4.58 %$150,000 4.58 %
Senior notes – 4.00% due 2025March 15, 2025350,000 4.00 %350,000 4.00 %
Senior notes – 4.08% due 2026September 30, 2026100,000 4.08 %100,000 4.08 %
Senior notes – 4.24% due 2028December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030September 15, 2030400,000 4.75 %400,000 4.75 %
1,200,000 4.42 %1,200,000 4.42 %
Discount, net of accumulated amortization(6,258)(6,473)
Capitalized loan fees, net of accumulated amortization(7,220)(7,527)
Total$1,186,522 $1,186,000 
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Unsecured Notes Payable
The following table summarizes the Company’s unsecured notes payable:
    March 31, 2020 December 31, 2019
Unsecured Notes Payable Maturity Date Balance 
Interest Rate/
Weighted Average
Interest Rate
 Balance 
Interest Rate/
Weighted Average
Interest Rate
Senior notes – 4.12% due 2021 June 30, 2021 $100,000
 4.12% $100,000
 4.12%
Senior notes – 4.58% due 2024 June 30, 2024 150,000
 4.58% 150,000
 4.58%
Senior notes – 4.00% due 2025 March 15, 2025 250,000
 4.00% 250,000
 4.00%
Senior notes – 4.08% due 2026 September 30, 2026 100,000
 4.08% 100,000
 4.08%
Senior notes – 4.24% due 2028 December 28, 2028 100,000
 4.24% 100,000
 4.24%
Senior notes – 4.82% due 2029 June 28, 2029 100,000
 4.82% 100,000
 4.82%
    800,000
 4.27% 800,000
 4.27%
Discount, net of accumulated amortization   (586)   (616)  
Capitalized loan fees, net of accumulated amortization   (2,994)   (3,137)  
  Total $796,420
   $796,247
  

Unsecured Term Loans and Revolving Line of Credit
The following table summarizes the Company’s term loans and revolving line of credit:
March 31, 2021December 31, 2020
Maturity DateBalanceInterest
Rate		BalanceInterest
Rate
Unsecured term loan due 2023 – fixed rate (a)November 22, 2023$200,000 4.10 %$200,000 4.10 %
Unsecured term loan due 2024 – fixed rate (b)July 17, 2024120,000 2.88 %120,000 2.88 %
Unsecured term loan due 2026 – fixed rate (c)July 17, 2026150,000 3.37 %150,000 3.37 %
Subtotal470,000 470,000 
Capitalized loan fees, net of accumulated amortization(2,273)(2,441)
Term loans, net$467,727 $467,559 
Unsecured credit facility revolving line of credit –
variable rate (d)
April 22, 2022$0 1.21 %$0 1.25 %
    March 31, 2020 December 31, 2019
  Maturity Date Balance 
Interest
Rate
 Balance Interest
Rate
Unsecured credit facility term loan due 2021 – fixed rate (a) January 5, 2021 $250,000
 3.20% $250,000
 3.20%
Unsecured term loan due 2023 – fixed rate (b) November 22, 2023 200,000
 4.05% 200,000
 4.05%
Unsecured term loan due 2024 – fixed rate (c) July 17, 2024 120,000
 2.88% 120,000
 2.88%
Unsecured term loan due 2026 – fixed rate (d) July 17, 2026 150,000
 3.27% 150,000
 3.27%
Subtotal   720,000
   720,000
  
Capitalized loan fees, net of accumulated amortization   (3,208)   (3,477)  
Term loans, net   $716,792
   $716,523
  
           
Unsecured credit facility revolving line of credit –
variable rate (e)
 April 22, 2022 $849,704
 2.04% $18,000
 2.85%
(a)$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of March 31, 2021 and December 31, 2020.
(a)
$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of March 31, 2020 and December 31, 2019.
(b)$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2021 and December 31, 2020.
(c)$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of March 31, 2021 and December 31, 2020.
(d)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has 2 six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
(b)
$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of March 31, 2020 and December 31, 2019.
(c)
$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2020 and December 31, 2019.
(d)
$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of March 31, 2020 and December 31, 2019.
(e)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has 2 six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
Unsecured Credit Facility
TheOn April 23, 2018, the Company hasentered into its fifth amended and restated credit agreement with a $1,100,000syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility) that. The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company may electhas the option to make an irrevocable election to convert to an investment grade pricing grid. As of March 31, 2020, making such an election would have resulted in a higher interest rate and, as such, the Company has not made

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

the election to convert to an investment grade pricing grid. During the three months ended March 31, 2020, the Company elected to increase its borrowings under its unsecured revolving line of credit to enhance its liquidity and provide maximum financial flexibility as the effects of the COVID-19 pandemic continue to evolve and impact the global financial markets. As a result, as of March 31, 2020, the Company’s $850,000 unsecured revolving line of credit was nearly fully drawn.
The following table summarizes the key terms of the Unsecured Credit Facility:
Leverage-Based PricingInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$250,000 unsecured term loan due 2021,1/5/2021N/AN/A1.20%–1.70%N/A0.90%–1.75%N/A
$850,000 unsecured revolving line of credit4/22/20222-six month0.075%
1.05%–1.50%
0.15%–0.30%0.825%–1.55%0.125%–0.30%

The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,600,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments.
Unsecured Term Loans
As of March 31, 2020, the Company has the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026) each of which bears interest at a rate of LIBOR, adjusted based on applicable reserve percentages established by the Federal Reserve, plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the Company may elect to convert to an investment grade pricing grid. As of March 31, 2020, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the unsecured revolving line of credit:
Leverage-Based PricingInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$850,000 unsecured revolving line of credit4/22/2022
2 six-month
0.075%1.05%–1.50%0.15%–0.30%0.825%–1.55%0.125%–0.30%
The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Unsecured Term Loans
As of March 31, 2021, the Company has the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of March 31, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in higher interest rates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the unsecured term loans:
Unsecured Term LoansMaturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread
$200,000 unsecured term loan due 202311/22/20231.20 %–1.85%0.85 %–1.65%
$120,000 unsecured term loan due 20247/17/20241.20 %–1.70%0.80 %–1.65%
$150,000 unsecured term loan due 20267/17/20261.50 %–2.20%1.35 %–2.25%

The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of March 31, 20202021 for the remainder of 2020,2021, each of the next four years and thereafter, and the weighted average interest rates by year. The table does not reflect the impact
20212022202320242025ThereafterTotal
Debt:       
Fixed rate debt:       
Mortgages payable (a)$1,811 $26,641 $31,758 $1,737 $1,809 $27,802 $91,558 
Fixed rate term loans (b)0 0 200,000 120,000 0 150,000 470,000 
Unsecured notes payable (c)0 0 0 150,000 350,000 700,000 1,200,000 
Total fixed rate debt1,811 26,641 231,758 271,737 351,809 877,802 1,761,558 
Variable rate debt:       
Variable rate revolving line of credit0 0 0 0 0 0 0 
Total debt (d)$1,811 $26,641 $231,758 $271,737 $351,809 $877,802 $1,761,558 
Weighted average interest rate on debt:       
Fixed rate debt4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
Variable rate debt (e)0 1.21 %0 0 0 0 1.21 %
Total4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
(a)Excludes mortgage discount of any debt activity that occurred after $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 20202021.
(b).Excludes capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 2020 2021 2022 2023 2024 Thereafter Total
Debt:             
Fixed rate debt:             
Mortgages payable (a)$1,875
 $2,626
 $26,678
 $31,758
 $1,737
 $29,611
 $94,285
Fixed rate term loans (b)—
 250,000
 —
 200,000
 120,000
 150,000
 720,000
Unsecured notes payable (c)—
 100,000
 —
 —
 150,000
 550,000
 800,000
Total fixed rate debt1,875
 352,626
 26,678
 231,758
 271,737
 729,611
 1,614,285
              
Variable rate debt:             
Variable rate revolving line of credit—
 —
 849,704
 —
 —
 —
 849,704
Total debt (d)$1,875
 $352,626
 $876,382
 $231,758
 $271,737
 $729,611
 $2,463,989
              
Weighted average interest rate on debt:             
Fixed rate debt4.39% 3.47% 4.81% 4.06% 3.83% 4.02% 3.89%
Variable rate debt (e)—
 —
 2.04% —
 —
 —
 2.04%
Total4.39% 3.47% 2.12% 4.06% 3.83% 4.02% 3.25%
variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2021, the applicable credit spread for (i) 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.
(a)Excludes mortgage discount of $(483) and capitalized loan fees of $(240), net of accumulated amortization, as of March 31, 2020.
(b)
Excludes capitalized loan fees of $(3,208), net of accumulated amortization, as of March 31, 2020. The following variable rate term loans have been swapped to fixed rate debt: (i) $250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2020, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
(c)Excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021.
(d)The weighted average years to maturity of consolidated indebtedness was 5.6 years as of March 31, 2021.
(e)Represents interest rate as of March 31, 2021, however, the revolving line of credit was not drawn as of March 31, 2021.
(c)Excludes discount of $(586) and capitalized loan fees of $(2,994), net of accumulated amortization, as of March 31, 2020.
(d)The weighted average years to maturity of consolidated indebtedness was 3.7 years as of March 31, 2020.
(e)Represents interest rate as of March 31, 2020.
The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) amended term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.12% senior unsecured notes due 2021 and the 4.58% senior unsecured notes due 2024 (Notes Due 2021 and 2024), (v) indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 (Notes Due 2025), (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), and (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the 4.75% senior unsecured notes due 2030 (Notes Due 2030), contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of March 31, 2020, management2021, the Company believes the Companyit was in compliance with the financial covenants and default provisions under the unsecured debt agreements.
The Company plans on addressing its debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, including cash on hand of $769,241 as of March 31, 2020, and (iii) capital markets transactions.transactions and (iv) its unsecured revolving line of credit.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(8) DERIVATIVES
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
As of March 31, 2020,2021, the Company has 118 interest rate swaps to hedge the variable cash flows associated with variable rate debt. Changes in fair value of the derivatives that are designated and that qualify as cash flow hedges are recorded inwithin “Accumulated other comprehensive loss” and are reclassified into interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $12,010$9,728 will be reclassified as an increase to interest expense.
The following table summarizes the Company’s interest rate swaps as of March 31, 2020,2021, which effectively convert one-month floating rate LIBOR to a fixed rate:
Number of InstrumentsEffective DateAggregate
Notional		Fixed
Interest Rate		Maturity Date
NaNNovember 23, 2018$200,000 2.85 %November 22, 2023
NaNAugust 15, 2019$120,000 1.68 %July 17, 2024
NaNAugust 15, 2019$150,000 1.77 %July 17, 2026
Number of Instruments Effective Date 
Aggregate
Notional
 
Fixed
Interest Rate
 Maturity Date
NaN December 29, 2017 $250,000
 2.00% January 5, 2021
NaN November 23, 2018 $200,000
 2.85% November 22, 2023
NaN August 15, 2019 $120,000
 1.68% July 17, 2024
NaN August 15, 2019 $150,000
 1.77% July 17, 2026
The Company previously had 3 interest rate swaps with notional amounts totaling $250,000 and a maturity date of January 5, 2021 that were terminated during 2020 in conjunction with the repayment of the Company’s $250,000 unsecured term loan due 2021. At termination, these interest rate swaps were in a liability position and had a fair value of $1,699. The associated other comprehensive income was amortized into expense through the original maturity date. As a result, the Company recognized $64 of interest expense, which is included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss), in connection with the termination of these swaps during the three months ended March 31, 2021.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk:
  Number of Instruments Notional
Interest Rate Derivatives March 31, 2020 December 31, 2019 March 31, 2020 December 31, 2019
Interest rate swaps 11
 11
 $720,000
 $720,000

 Number of InstrumentsNotional
Interest Rate DerivativesMarch 31, 2021December 31, 2020March 31, 2021December 31, 2020
Interest rate swaps8 8 $470,000 $470,000 
The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements.
  Fair Value
  March 31, 2020 December 31, 2019
Derivatives designated as cash flow hedges:    
Interest rate swaps $39,870
 $12,288

Fair Value
March 31, 2021December 31, 2020
Derivatives designated as cash flow hedges:
Interest rate swaps$23,611 $31,666 
The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive lossincome (loss) for the three months ended March 31, 20202021 and 2019:2020:
Derivatives in
Cash Flow
Hedging
Relationships
 
Amount of Loss
Recognized in Other
Comprehensive Income
on Derivative
 
Location of Loss (Gain)
Reclassified from
Accumulated Other
Comprehensive Income
(AOCI) into Income
 
Amount of Loss (Gain)
Reclassified from
AOCI into Income
 
Total Interest Expense
Presented in the Statements
of Operations in which
the Effects of Cash Flow
Hedges are Recorded
  2020 2019   2020 2019 2020 2019
Interest rate swaps $28,653
 $3,386
 Interest expense $1,071
 $(128) $17,046
 $17,430

Derivatives in
Cash Flow
Hedging
Relationships		Amount of (Gain) Loss
Recognized in Other
Comprehensive Income
on Derivative		Location of Loss
Reclassified from
Accumulated Other
Comprehensive Income
(AOCI) into Income		Amount of Loss
Reclassified from
AOCI into Income		Total Interest Expense
Presented in the Statements
of Operations in which
the Effects of Cash Flow
Hedges are Recorded
202120202021202020212020
Interest rate swaps$(5,606)$28,653 Interest expense$2,513 $1,071 $18,752 $17,046 
(9) EQUITY
The Company has an existing common stock repurchase program under which it may repurchase, from time to time, up to a maximum of $500,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

may be suspended or terminated at any time without prior notice. The Company did not0t repurchase any shares during the three months ended March 31, 20202021 and 2019.2020. As of March 31, 2020,2021, $189,105 remained available for repurchases of shares of the Company’s common stock under its common stock repurchase program.
On April 1, 2021, the Company established an at-the-market (ATM) equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(10) EARNINGS PER SHARE
The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):
Three Months Ended March 31,
 2021 2020 
Numerator:  
Net income attributable to common shareholders$4,713 $22,357 
Earnings allocated to unvested restricted shares(52)(109)
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares
$4,661 $22,248 
Denominator:   
Denominator for earnings per common share – basic:    
Weighted average number of common shares outstanding213,651 (a)213,215 (b)
Effect of dilutive securities:
Stock options0 (c)0 (c)
RSUs697 (d)0 (e)
Denominator for earnings per common share – diluted:
Weighted average number of common and common equivalent shares outstanding214,348  213,215  
(a)Excludes 970 shares of unvested restricted common stock as of March 31, 2021, which equate to 879 shares for the three months ended March 31, 2021 on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
(b)Excludes 815 shares of unvested restricted common stock as of March 31, 2020, which equate to 677 shares for the three months ended March 31, 2020 on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
(c)There were outstanding options to purchase 10 and 16 shares of common stock as of March 31, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively. Of these totals, outstanding options to purchase 10 and 16 shares of common stock as of March 31, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(d)As of March 31, 2021, there were 1,166 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 1,159 RSUs for the three months ended March 31, 2021 on a weighted average basis. These contingently issuable shares are a component of calculating diluted EPS.
(e)As of March 31, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods, which equate to 969 RSUs for the three months ended March 31, 2020 on a weighted average basis. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(11) PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES
 Three Months Ended March 31, 
 2020 2019 
Numerator: 
 
Net income attributable to common shareholders$22,357

$23,208

Earnings allocated to unvested restricted shares(109) (80)
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares
$22,248

$23,128






Denominator: 
  
Denominator for earnings per common share – basic:    
Weighted average number of common shares outstanding213,215
(a)212,850
(b)
Effect of dilutive securities:    
Stock options—
(c)—
(c)
RSUs—
(d)373
(e)
Denominator for earnings per common share – diluted:





Weighted average number of common and common equivalent shares outstanding213,215
 213,223
 
As of March 31, 2021 and 2020, the Company identified indicators of impairment at certain of its properties and took into consideration the most current information available and expectations at the time of the assessment. Such indicators included a low occupancy rate, expected sustained difficulty in leasing space and related cost of re-leasing, significant exposure to financially troubled tenants or reduced anticipated holding periods. The following table summarizes the results of these analyses as of March 31, 2021 and 2020:
(a)Excludes 815 shares of unvested restricted common stock as of March 31, 2020, which equate to 677 shares on a weighted average basis for the three months ended March 31, 2020. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
(b)Excludes 667 shares of unvested restricted common stock as of March 31, 2019, which equate to 602 shares on a weighted average basis for the three months ended March 31, 2019. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
(c)There were outstanding options to purchase 16 and 22 shares of common stock as of March 31, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $17.34, respectively. Of these totals, outstanding options to purchase 16 and 18 shares of common stock as of March 31, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $18.58, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(d)As of March 31, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 969 RSUs on a weighted average basis for the three months ended March 31, 2020. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(e)As of March 31, 2019, there were 839 RSUs eligible for future conversion upon completion of the performance periods, which equate to 832 RSUs on a weighted average basis for the three months ended March 31, 2019. These contingently issuable shares are a component of calculating diluted EPS.

March 31, 2021March 31, 2020
Number of properties for which indicators of impairment were identified5 2 
Less: number of properties for which an impairment charge was recorded0 0 
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
0 0 
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
5 2 
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (a)
134 %58 %
(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(11) PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES
As of The Company did 0t record any investment property impairment charges during the three months ended March 31, 2020, the Company identified indicators of impairment at certain of its properties. Such indicators included a low occupancy rate, difficulty in leasing space and related cost of re-leasing, or significant change in the scope, cost or timing of planned redevelopment. As of March 31, 2019, the Company did not identify indicators of impairment at any of its properties. The following table summarizes the results of these analyses as of March 31, 2020.2021.
March 31, 2020
Number of properties for which indicators of impairment were identified2
Less: number of properties for which an impairment charge was recorded—
Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of
impairment were identified but no impairment charge was recorded
—
Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary2
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (a)
58%
(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
The Company recorded the following investment property impairment charge during the three months ended March 31, 2020:
Property NameProperty TypeImpairment DateSquare
Footage		Provision for
Impairment of
Investment
Properties
King Philip’s Crossing (a)Multi-tenant retailFebruary 13, 2020105,900 $346 
$346 
Estimated fair value of impaired property as of impairment date$11,644 
Property Name Property Type Impairment Date 
Square
Footage
 
Provision for
Impairment of
Investment
Properties
King Philip’s Crossing (a) Multi-tenant retail February 13, 2020 105,900
 $346
        $346
  Estimated fair value of impaired property as of impairment date$11,644
(a)The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.
(a)The Company did not record any investmentrecorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment charges duringwas recognized pursuant to the three months ended March 31, 2019.terms and conditions of an executed sales contract.
The extent to which COVID-19 impacts the Company and its tenants will depend, in part, on future developments, which are highly uncertain and cannot be predicted with confidence.uncertain. If the effects of COVID-19 cause economic and market conditions to continue to deteriorate, which, consequently, result in deterioration of operating conditions, and/or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future. As of March 31, 2020, the Company does not consider the impacts of COVID-19, including tenant requests for lease concessions, to be impairment indicators. However, indicationsIndications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry, as a result of COVID-19, or changes in the Company’s long-term hold strategies could change in future periods. The Company will continue to monitor circumstances and events in future periods and can provide no assurance that material impairment charges with respect to its investment properties will not occur in future periods.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(12) FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The following table presents the carrying value and estimated fair value of the Company’s financial instruments:
 March 31, 2020 December 31, 2019
 Carrying Value Fair Value Carrying Value Fair Value
Financial liabilities:       
Mortgages payable, net$93,562
 $95,831
 $94,155
 $98,082
Unsecured notes payable, net$796,420
 $788,109
 $796,247
 $822,883
Unsecured term loans, net$716,792
 $711,013
 $716,523
 $720,000
Unsecured revolving line of credit$849,704
 $841,529
 $18,000
 $18,000
Derivative liability$39,870
 $39,870
 $12,288
 $12,288

 March 31, 2021December 31, 2020
 Carrying ValueFair ValueCarrying ValueFair Value
Financial liabilities:    
Mortgages payable, net$90,943 $93,180 $91,514 $93,664 
Unsecured notes payable, net$1,186,522 $1,272,721 $1,186,000 $1,253,928 
Unsecured term loans, net$467,727 $468,294 $467,559 $464,072 
Unsecured revolving line of credit$0 $0 $0 $0 
Derivative liability$23,611 $23,611 $31,666 $31,666 
The carrying value of the derivative liability is included within “Other liabilities” in the accompanying condensed consolidated balance sheets.
Recurring Fair Value Measurements
The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.
 Fair Value
 Level 1 Level 2 Level 3 Total
March 31, 2020       
Derivative liability$—
 $39,870
 $—
 $39,870
        
December 31, 2019       
Derivative liability$—
 $12,288
 $—
 $12,288

Fair Value
Level 1Level 2Level 3Total
March 31, 2021    
Derivative liability$— $23,611 $— $23,611 
December 31, 2020    
Derivative liability$— $31,666 $— $31,666 
Derivatives:  The fair value of the derivative liability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis uses observable market data including forward yield curves and implied volatilities
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 20202021 and December 31, 2019,2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 8 to the condensed consolidated financial statements.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Nonrecurring Fair Value Measurements
The Company did not remeasure any assets to fair value on a nonrecurring basis as of March 31, 2020.2021. The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2019,2020, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to a properties remeasured to fair value as a result of impairment charges recorded during the year ended December 31, 2019,2020, except for those properties sold prior to December 31, 2019.2020. Methods and assumptions used to estimate the fair value of these assets as of December 31, 2019 arethis asset is described after the table.
Fair Value
Level 1Level 2Level 3TotalProvision for
Impairment
December 31, 2020
Investment property$— $— $2,500 (a)$2,500 $2,279 
 Fair Value  
 Level 1 Level 2 Level 3 Total 
Provision for
Impairment
December 31, 2019         
Investment properties$—
 $11,644
(a)$5,300
(b)$16,944
 $12,298
(a)Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs.
(a)Represents the fair value of the Company’s King Philip’s Crossing investment property as of December 31, 2019, the date the asset was measured at fair value. The estimated fair value of King Philip’s Crossing was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input.
(b)Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2019, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. The discount rates and third-party comparable sales prices used in this approach are derived from property-specific information, market transactions and other industry data and are considered significant inputs to this valuation. The reversion value of the property was based upon third-party comparable sales prices, which contain unobservable inputs used by these third parties. A weighted average discount rate of 6.89% was used to (i) present value the estimated income stream over the estimated holding period and (ii) present value the reversion value.
Fair Value Disclosures
The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall.
 Fair Value
 Level 1 Level 2 Level 3 Total
March 31, 2020       
Mortgages payable, net$—
 $—
 $95,831
 $95,831
Unsecured notes payable, net$242,485
 $—
 $545,624
 $788,109
Unsecured term loans, net$—
 $—
 $711,013
 $711,013
Unsecured revolving line of credit$—
 $—
 $841,529
 $841,529
        
December 31, 2019       
Mortgages payable, net$—
 $—
 $98,082
 $98,082
Unsecured notes payable, net$255,965
 $—
 $566,918
 $822,883
Unsecured term loans, net$—
 $—
 $720,000
 $720,000
Unsecured revolving line of credit$—
 $—
 $18,000
 $18,000


Fair Value
Level 1Level 2Level 3Total
March 31, 2021    
Mortgages payable, net$— $— $93,180 $93,180 
Unsecured notes payable, net$800,708 $— $472,013 $1,272,721 
Unsecured term loans, net$— $— $468,294 $468,294 
Unsecured revolving line of credit$— $— $0 $0 
December 31, 2020    
Mortgages payable, net$— $— $93,664 $93,664 
Unsecured notes payable, net$790,379 $— $463,549 $1,253,928 
Unsecured term loans, net$— $— $464,072 $464,072 
Unsecured revolving line of credit$— $— $0 $0 
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities:
 March 31, 2020 December 31, 2019
Mortgages payable, net – range of discount rates used3.6% to 4.1% 3.2% to 3.6%
Unsecured notes payable, net – weighted average discount rate used4.72% 3.79%
Unsecured term loans, net – weighted average credit spread portion of discount rate used1.75% 1.26%
Unsecured revolving line of credit – credit spread portion of discount rate used1.63% 1.05%

March 31, 2021December 31, 2020
Mortgages payable, net – range of discount rates used2.9% to 4.5%3.5% to 4.2%
Unsecured notes payable, net – weighted average discount rate used3.54%3.84%
Unsecured term loans, net – weighted average credit spread portion of discount rate used1.50%1.71%
Unsecured revolving line of credit – credit spread portion of discount rate used1.35%1.68%
There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 20202021 and the year ended December 31, 2019.2020.
(13) COMMITMENTS AND CONTINGENCIES
As of March 31, 2020,2021, the Company had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at 1 of its properties and reduce the available borrowings on its unsecured revolving line of credit.
The following table summarizes the Company’s active expansion and redevelopment projects as of March 31, 2020:2021:
Estimated Net InvestmentNet Investment as of
March 31, 2021
Project NameMSALowHigh
Circle East (a)Baltimore$42,000 $44,000 $27,803 
One Loudoun Downtown – Pads G & H (b)Washington, D.C.$125,000 $135,000 $84,251 
The Shoppes at QuarterfieldBaltimore$9,700 $10,700 $2,782 
Southlake Town Square – PadDallas$2,000 $2,500 $2,119 
    Estimated Net Investment 
Net Investment as of
March 31, 2020
Project Name MSA Low High 
Circle East (a) Baltimore $42,000
 $44,000
 $22,804
One Loudoun Downtown – Pads G & H (b) Washington, D.C. $125,000
 $135,000
 $21,542
The Shoppes at Quarterfield Baltimore $9,000
 $10,000
 $524
Southlake Town Square – Pad Dallas $2,000
 $2,500
 $259
(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.
(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.
(b)
(b)Investment amounts are net of expected contributions from the Company’s joint venture partners.
In response to current macroeconomic conditions, the Company halted plans for vertical construction at its Carillon redevelopment during the three months ended March 31, 2020 and has materially reduced the planned scope and spend for the project. As of March 31, 2020, the Company was actively completing site work preparation at the property in anticipation of potential future development at the site. The Company expects to complete the site work preparation during 2020 for an expected additional capital investment of approximately $4,500. In addition, the Company terminated the joint venture related to the multi-family rental portion of the redevelopment and subsequent to March 31, 2020, the Company terminated the joint venture related to the medical office building portion of the redevelopment at Carillon.partner.
(14) LITIGATION
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. During the three months ended March 31, 2020, the Company entered into a settlement agreement related to litigation with a former tenant and received $6,100 in proceeds.

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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(15) SUBSEQUENT EVENTS
Subsequent to March 31, 2020,2021, the Company:
terminatedCompany paid the joint venture related to the medical office building portion of the redevelopment at Carillon; and
executed amendments to its unsecured debt agreements for its Unsecured Credit Facility, Term Loan Due 2023, Term Loan Due 2024 and Term Loan Due 2026 that changed the covenant calculationcash dividend for the unencumbered interest coverage ratio to include operating results from the most recent four fiscal quarters. Prior to these amendments, the calculation only included operating results from the most recent fiscal quarter. As a result, the updated calculation applies to all unsecured debt instruments to which this covenant relates, including the Company’s unsecured revolving linefirst quarter of credit, all unsecured term loans and all unsecured private placement notes payable.
On May 1, 2020, the Company’s board2021 of directors temporarily suspended future quarterly dividend payments$0.07 per share on the Company’sits outstanding Class A common stock, in orderwhich was paid on April 9, 2021 to preserveClass A common shareholders of record at the close of business on March 26, 2021.
On April 1, 2021, the Company established an ATM equity program under which it may issue and enhance liquiditysell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and capital positioning. The Company’s boardthe trading price of directors will evaluate dividend declaration decisions quarterly and consider REIT taxable income distribution requirements in these deliberations. The timing and amount of dividend resumption depends largely on the Company’s operating cash flow performance as well as other factors.Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intends,” “plans,” “estimates” or “anticipates” and variations of such words or similar expressions or the negative of such words. You can also identify forward-looking statements by discussions of strategies, plans or intentions. Risks, uncertainties and changes in the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
•economic and other developments in markets where we have a high concentration of properties;
•our business strategy;
•our projected operating results;
•rental rates and/or vacancy rates;
•frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;
•bankruptcy, insolvency or general downturn in the business of a major tenant or a significant number of smaller tenants;
•adverse impact of e-commerce developments and shifting consumer retail behavior on our tenants;
•interest rates or operating costs;
•the discontinuation of London Interbank Offered Rate (LIBOR);
•real estate and zoning laws and changes in real property tax rates;
•real estate valuations;
•our leverage;
•our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
•changes in the dividend policy for our Class A common stock and our ability to pay dividends at current levels;stock;
•our ability to obtain necessary outside financing;
•the availability, terms and deployment of capital;
•general volatility of the capital and credit markets and the market price of our Class A common stock;
•risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
•risks generally associated with redevelopment, including the impact of construction delays and cost overruns and related impact on our estimated investments in such redevelopment, our ability to lease redeveloped space, and our ability to identify and pursue redevelopment opportunities;opportunities and the risk that it takes longer than expected for development assets to stabilize or that we do not achieve our estimated returns on such investments;
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•composition of members of our senior management team;
•our ability to attract and retain qualified personnel;
•our ability to continue to qualify as a real estate investment trust (REIT);

•governmental regulations, tax laws and rates and similar matters;
•our compliance with laws, rules and regulations;
•environmental uncertainties and exposure to natural disasters;
•pandemics or other public health crises, such as the novel coronavirus (COVID-19) outbreak,pandemic, and the related impact on (i) our ability to manage our properties, finance our operations and perform necessary administrative and reporting functions and (ii) our tenants’ ability to operate their businesses, generate sales and meet their financial obligations, including the obligation to pay rent and other charges as specified in their leases;
•insurance coverage; and
•the likelihood or actual occurrence of terrorist attacks in the U.S.
The extent to which COVID-19 ultimately impacts us and our tenants will depend, in part, on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption of available COVID-19 vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Part II, “Item 1A. Risk Factors” in this document and in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, which you should interpret as being heightened as a result of the numerous and ongoing adverse impacts of COVID-19. Readers should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by applicable law.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this report.
Impact of the COVID-19 Pandemic
In March 2020, the World Health Organization declared theThe global outbreak of COVID-19 a global pandemic. COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economy, including the retail sector within the U.S. Additionally, the COVID-19 pandemic has had, and has contributedcould continue to have, a significant volatility and negative pressure inadverse impact on the financial markets. The global impactunderlying industries of many of our tenants. As a result of the pandemic and the measures implemented to control the spread of COVID-19, outbreak hasour tenants and their operations, and their ability to pay rent in full, on time or at all, have been, rapidly evolving and may continue to be, adversely impacted, including because of required temporary closures of their stores or modifications to, or restrictions placed on, their operations. While many U.S. states and cities have eased or lifted such restrictions, continued mitigation efforts or the effect of any relaxation or revocation of restrictions, including where we own properties and/or have development sites, have imposed measures intended to control its spread, such as instituting “shelter-in-place” rulesthe impact on and restrictions on the types of businesses that mayconsumer behavior, all of which vary by geography, will continue to operate and/or the types of construction projects thatimpact our business and such impacts may continue.be significant and materially adverse to us. While we did not incur significant disruptions tohave been negatively impacted by the COVID-19 pandemic, including a decline in our lease income andretail portfolio occupancy during the three months endedof 260 basis points from 94.1% as of March 31, 2020 to 91.5% as of March 31, 2021 and a 4.0% decrease in annualized base rent (ABR) within our retail operating portfolio from COVID-19,$366,285 at March 31, 2020 to $351,686 at March 31, 2021, we also note recent positive trends, including continued improvement in base rent collection since the start of the pandemic, positive blended re-leasing spreads throughout the pandemic and increased leasing demand over the previous three quarters. However, due to numerous uncertainties, it is not possible to accurately predict the ultimate impact the pandemic will have on our financial condition, results of operations and cash flows and we continue to closely monitor the impact of the pandemic on all aspects of our business. Due
In response to numerous uncertainties, it is not possibleCOVID-19 and its related impact on many of our tenants, we reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to accurately predictand, in the impactmajority of these circumstances, executed during the pandemic willyear ended December 31, 2020. As of March 31, 2021, we have agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $36 of previously uncollected base rent
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charges and to address an additional $1,877 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.
As of April 26, 2021, we have collected 96% of base rent charges related to the three months ended March 31, 2021 and have executed lease concession agreements to address an additional 1% of base rent related to the three months ended March 31, 2021. Uncollected billed base rent related to tenants who have declared bankruptcy represents an additional 0.2% for the three months ended March 31, 2021. As of April 26, 2021, we have collected 81%, 89% and 95% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as compared to 78%, 88% and 94% as of February 8, 2021, respectively.
As of March 31, 2021, we have collected 93% of the base rent charges that had previously been deferred under executed lease concession agreements and were due to be paid during the three months ended March 31, 2021. As of March 31, 2021, the amounts that have been deferred to future periods under executed lease concessions, on our financial condition, resultsa weighted average basis, are expected to be received over a period of operations and cash flows. To date,approximately nine months. While we have reached agreement with the majority of tenants that have requested lease concessions as a result of COVID-19, we can provide no assurances whether certain tenants may request additional concessions in the pandemicfuture. As of March 31, 2021, all of our properties were open for the benefit of the communities and the measures noted above to mitigate its impact, a numbercustomers that our tenants serve and approximately 98% of our tenants have announced temporary closures of their stores(based on gross leasable area (GLA)), or modifications of their operations. Certain other tenants are considered essential businesses which remain open and continue to operate during this time. Essential businesses and office represent approximately 37%97% of our annualized base rent (ABR)tenants (based on ABR), including 8% from grocery/warehouse clubs and 6% from office tenants. We have collected more than 52% of April rent charges as of April 30, 2020.

were open.
The following table,ABR information is based on ABR of leases in our retail operating portfolio that were in effect as of March 31, 2020, sets forth information regarding the percent of April rent collected by tenant type as of April 30, 2020. This information2021, and is being provided to assist with analysis of the actual and potential impact of COVID-19. April rental receiptsThe information may not be indicative of collectionscollection, lease concession activity and cash-basis designation in future periods. The classification of tenant type, including the classification between essential and non-essential, is based on management’s understanding of the tenanttenant’s operations and may not be comparative to similarly titled classifications by other companies.
Billed Base Rent Collections as of April 26, 2021
Resiliency Category/Tenant Type3/31/2021
ABR		% of
3/31/2021 ABR		Q1 2021
Billed Base
Rent Collected
Essential$113,070 32 %100 %
Office23,483 7 %96 %
Non-Essential158,788 45 %94 %
Restaurants
Restaurants – Full Service28,683 8 %90 %
Restaurants – Quick Service27,662 8 %95 %
Total Restaurants56,345 16 %93 %
Total Retail Operating Portfolio – Billed base rent collected$351,686 100 %96 %
Addressed through executed lease amendments1 %(a)
Total Retail Operating Portfolio – Billed base rent addressed97 %
Resiliency Category/Tenant Type ABR % of Total ABR % of April
Rent Collected
Essential      
Grocery/Warehouse Clubs $30,333
 8.3% 99.9%
Financial Services/Banks 13,673
 3.7% 99.6%
Medical 12,211
 3.3% 67.2%
Electronics 10,241
 2.8% 72.7%
Hardware 10,136
 2.8% 95.6%
Auto and Other Essentials 9,936
 2.7% 96.2%
Pet/Animal Supplies 9,832
 2.7% 71.9%
Office Supplies 6,396
 1.7% 100.0%
Wireless Communications 6,308
 1.7% 87.6%
Drug Stores 3,190
 0.9% 99.0%
Total Essential 112,256
 30.6% 90.1%
       
Non-Essential      
Apparel 36,856
 10.1% 9.8%
Housewares 28,172
 7.7% 31.2%
Soft Goods/Discount Stores 25,619
 7.0% 57.8%
Services 22,600
 6.2% 32.3%
Sporting Goods/Hobby 14,218
 3.9% 41.6%
Movie Theaters 10,294
 2.8% 0.0%
Specialty 10,205
 2.8% 39.6%
Health Clubs 10,035
 2.7% 27.9%
Other 7,763
 2.1% 13.9%
Book Stores 4,621
 1.2% 8.1%
Amusement/Play Centers 2,116
 0.6% 18.8%
Total Non-Essential 172,499
 47.1% 28.5%
       
Restaurants      
Restaurants – Full Service 31,908
 8.8% 31.4%
Restaurants – Quick Service 26,543
 7.2% 50.8%
Total Restaurants 58,451
 16.0% 40.6%
       
Office 23,079
 6.3% 75.7%
       
Total Retail Operating Portfolio $366,285
 100.0% 52.4%
While working(a)We have executed lease amendments to preserve our profitability and cash flow, we are also working with our tenants regarding requests for lease concessions and other formsaddress an additional 1% of assistance available to them, including small business loans under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law on March 27, 2020 and provides small businesses access to loan programs to cover monthly expenses such as payroll,billed base rent and utilities. Generally, we have not yet reached agreement with tenants regarding concession requests, as discussions are ongoing. While seeking to work toward a mutually agreeable outcome with tenants directly impacted by COVID-19, we believe that certain tenants, which remain open and hold an ability to pay, have elected to withhold April rent unnecessarily. We are not forgoing our contractual rights under our lease agreements and our tenants do not have a clear contractual right to cease paying rent due to government closures. However, COVID-19 and the related governmental orders present fairly novel situations and it is possible government action could impact our rights. Except for a small, enclosed portion of one property, we have not closed any of our properties and continue to operate them for the benefit of the communities and the customers that our tenants serve.

In response to current macroeconomic conditions related to the COVID-19 pandemic, we halted plans for vertical construction at our Carillon redevelopment during the three months ended March 31, 2020 and have materially reduced the planned scope and spend for the project, driving a reduction in our expected 2020 redevelopment spend of approximately $75,000 to $100,000. As of March 31, 2020, we were actively completing site work preparation at Carillon in anticipation of potential future development at the site. We expect to complete the site work preparation during 2020 for an expected additional capital investment of approximately $4,500. In addition, we terminated the joint venture related to the multi-family rental portion of the redevelopment. Subsequent to March 31, 2020, we terminated the joint venture related to the medical office building portion of the redevelopment at Carillon.Q1 2021 through abatements, combinations and/or modifications.
During the three months ended March 31, 2020, we elected to increase our borrowings under our unsecured revolving line of credit to enhance our liquidity and provide maximum financial flexibility as the effects of the COVID-19 pandemic continue to evolve and impact the global financial markets. As a result, as of March 31, 2020, our $850,000 unsecured revolving line of credit was nearly fully drawn and the proceeds were deposited into accounts at FDIC-insured institutions. As of March 31, 2020, we have $769,241 of cash on hand and the ability to repay the vast majority of the amount drawn on our unsecured revolving line of credit; however, we may elect to not repay it for some time, which will increase our interest expense.
In order to preserve and enhance liquidity and capital positioning, our board of directors has temporarily suspended future quarterly dividend payments on our outstanding Class A common stock. Our board of directors will evaluate dividend declaration decisions quarterly and consider REIT taxable income distribution requirements in these deliberations. The timing and amount of dividend resumption depends largely on our operating cash flow performance as well as other factors.
During this period, our employees, except for a small number that are considered essential to be on-site for the safe operation of our properties, have successfully transitioned to working remotely, and we have not furloughed any employees nor significantly modified our key processes or internal controls over financial reporting. In addition, we expect to reduce our 2020 capital expenditures, including tenant improvements, and certain expenses, including overhead, from the original budget.
Executive Summary
Retail Properties of America, Inc. (we, our, us) is a REIT that owns and operates high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of March 31, 2020,2021, we owned 102 retail operating properties in the United States representing 19,961,00019,928,000 square feet of gross leasable area (GLA)GLA and had four expansion and redevelopment projects. Our retail operating portfolio includes (i) neighborhood and community centers, (ii) power centers, and (iii) lifestyle centers and multi-tenant retail-focused mixed-use properties, as well as single-user retail properties.
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The following table summarizes our portfolio as of March 31, 20202021:
Property TypeNumber of 
Properties		GLA
(in thousands)		OccupancyPercent Leased 
Including Leases 
Signed (a)
Retail operating portfolio
Multi-tenant retail:
Neighborhood and community centers62 10,337 92.5 %93.6 %
Power centers22 4,784 94.8 %95.7 %
Lifestyle centers and mixed-use properties (b)16 4,546 85.5 %87.1 %
Total multi-tenant retail100 19,667 91.4 %92.6 %
Single-user retail2 261 100.0 %100.0 %
Total retail operating properties102 19,928 91.5 %92.7 %
Expansion and redevelopment projects:
Circle East1 
One Loudoun Downtown – Pads G & H (c)— 
Carillon1 
The Shoppes at Quarterfield1 
Total number of properties105 
(a):Includes leases signed but not commenced.
(b)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2021, 17 multi-family rental units were leased at an average monthly rental rate per unit of $1,370.
Property Type 
Number of 
Properties
 
GLA
(in thousands)
 Occupancy 
Percent Leased 
Including Leases 
Signed (a)
Retail operating portfolio:        
Multi-tenant retail:        
Neighborhood and community centers 62
 10,337
 94.7% 96.0%
Power centers 22
 4,816
 95.2% 96.4%
Lifestyle centers and mixed-use properties (b) 16
 4,547
 91.4% 92.4%
Total multi-tenant retail 100
 19,700
 94.0% 95.3%
Single-user retail 2
 261
 100.0% 100.0%
Total retail operating properties 102
 19,961
 94.1% 95.3%
Expansion and redevelopment projects:        
Circle East 1
      
One Loudoun Downtown – Pads G & H (c) —
      
Carillon 1
      
The Shoppes at Quarterfield 1
      
Total number of properties 105
      
(a)Includes leases signed but not commenced.
(b)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2020, 16 multi-family rental units were leased at an average monthly rental rate per unit of $1,339.

(c)(c)The operating portion of this property is included in the property count of lifestyle centers and mixed-use properties within our retail operating portfolio.
In 2018, we completed our portfolio transformation andretail operating portfolio.
We are now a prominent owner of multi-tenant retail properties, many with a mixed-use component, primarily located in the following markets: Dallas, Washington, D.C./Baltimore, New York, Chicago, Seattle, Atlanta, Houston, San Antonio, Phoenix and Austin. As a result, our portfolio is better focused and sinceSince our inaugural investor day in 2013, we have (i) have:
•improved our retail ABR by 35%33% to $19.50$19.28 per square foot as of March 31, 20202021 from $14.46 per square foot as of March 31, 2013, (ii) 2013;
•increased our concentration in lifestyle and mixed-use properties based on multi-tenant retail ABR by 1,9001,700 basis points to 35%33% as of March 31, 20202021 from 16% as of March 31, 2013, (iii) 2013;
•reduced our top 20 retail tenant concentration of total ABR by 1,1301,040 basis points to 26.6%27.5% as of March 31, 20202021 from 37.9% as of March 31, 2013,2013; and (iv)
•reduced our indebtedness by 5%32% to $2,463,989$1,761,558 as of March 31, 2020, which includes our nearly fully drawn $850,000 unsecured revolving line of credit,2021 from $2,601,912 as of March 31, 2013.
Additionally, as of March 31, 2020,2021, approximately 88.1%88.4% of our multi-tenant retail ABR was generated in the top 25 metropolitan statistical areas (MSAs), as determined by the United States Census Bureau and ranked based on the most recently available population estimates.
In addition to addressing tenant lease concession requests stemming from COVID-19 in the near term, weWe are focused on optimizing our tenancy, asset level configurations and merchandising through (i) accretive leasing activity and (ii)growth-producing mixed-use expansion and redevelopment projects. For the three months ended March 31, 2020,2021, we achieved a blended re-leasing spread of positive 5.8% consisting of comparable cash leasing spreads of 4.8%positive 21.3% on signed new leases and 4.9%positive 3.0% on signed renewal leases for a blended re-leasing spread of 4.9%.leases. During this period, we achieved average annual contractual rent increases on comparable signed new leases of approximately 170180 basis points. As of March 31, 2020,2021, we have $16,272$16,882 of ABR related to 647,000791 square feet of GLA pertaining to 20202021 lease expirations and $4,545$5,891 of ABR related to 245,000233 square feet of GLA pertaining to leases signed but not yet commenced. In light of the COVID-19 pandemic, we are unable to project the impact on our leasing volume or other leasing trends. However, while existing tenants are continuing to pursue renewals, we have to a certain extent experienced, and may continue to experience, a slowdown in (i) rent commencing on signed leases, (ii) the volume of renewal leases and (iii) our ability to finalize the execution of new leases given current uncertainty.
Our active and near-term expansion and redevelopment projects consist of approximately $178,000$179,000 to $192,000 of expected investment through 2022, equivalent to approximately 6% of the net book value of our investment properties as of March 31, 2020.2021. These predominantly mixed-use-focused projects include the redevelopment at Circle East, the expansion projects of Pads G & H at One Loudoun Downtown and site and building reconfiguration at The Shoppes at Quarterfield as well as the vacant pad development at Southlake Town Square. In response to current macroeconomic conditions due to the impact of the COVID-19 pandemic, we halted plans for vertical construction at our Carillon redevelopment during the three months ended March 31, 2020 and have materially reduced the planned scope and spend for the project, driving a reduction in our expected 2020 redevelopment spend of approximately $75,000 to $100,000. As of March 31, 2020, we were actively completing site work preparation at Carillon in anticipation of potential future development at the site. We expect to complete the site work preparation during 2020 for an expected additional capital investment of approximately $4,500. In addition, we terminated the joint venture related to the multi-family rental portion of the redevelopment. Subsequent to March 31, 2020, we terminated the joint venture related to the medical office building portion of the redevelopment at Carillon. Our current portfolio of assets contains numerous additional projects in the longer-term pipeline, including, among others, redevelopment at Carillon, additional pad developments at One Loudoun Downtown,
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pad developments and expansions at Main Street Promenade and Downtown Crown, and future projects at Merrifield Town Center, Tysons Corner, Southlake Town Square, Lakewood Towne Center and One Loudoun Uptown.
Company Highlights — Three Months Ended March 31, 20202021
Developments in Progress
During the three months ended March 31, 2020, we 2021, we:
•invested $12,715$15,411 in our expansion and redevelopment projects at Circle East, One Loudoun Downtown, Carillon, The Shoppes at Quarterfield and Southlake Town Square. We expect that the majority of our additional 20202021 project spend will be for the One Loudoun Downtown project.project; and

•placed a portion of Circle East and The Shoppes at Quarterfield in service and reclassified the related costs from “Developments in progress” into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.
The following table summarizes the carrying amount of our developments in progress as of March 31, 2021 and December 31, 2020:
Property NameMSAMarch 31, 2021December 31, 2020
Expansion and redevelopment projects
Circle EastBaltimore$34,075 $38,180 
One Loudoun DowntownWashington, D.C.101,493 89,103 
Carillon (a)Washington, D.C.33,393 33,463 
The Shoppes at QuarterfieldBaltimore923 865 
Pad development projects
Southlake Town SquareDallas2,119 1,495 
172,003 163,106 
Land held for future development
One Loudoun UptownWashington, D.C.25,450 25,450 
Total developments in progress$197,453 $188,556 
Property Name MSA March 31, 2020
Expansion and redevelopment projects:    
Circle East Baltimore $34,665
One Loudoun Downtown Washington, D.C. 36,346
Carillon Washington, D.C. 29,517
The Shoppes at Quarterfield Baltimore 524
Pad development projects:    
Southlake Town Square Dallas 259
    101,311
Land held for future development:    
One Loudoun Uptown Washington, D.C. 25,450
Total developments in progress   $126,761
(a)In response to macroeconomic conditions due to the COVID-19 pandemic, we halted plans for vertical construction at the redevelopment during 2020. As of March 31, 2021, we continue to evaluate scenarios in anticipation of restarting future development.
Acquisitions and Dispositions
The following table summarizes our acquisition activityWe did not acquire or sell any properties during the three months ended March 31, 2020:2021.
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Date Property Name MSA Property Type 
Square
Footage
 
Acquisition
Price
February 6, 2020 Fullerton Metrocenter Los Angeles Fee interest (a) 154,700
 $55,000
        154,700
 $55,000
(a)We acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor. The total number of properties in our portfolio was not affected by this transaction.
Dispositions
The following table summarizes our disposition activity during the three months ended March 31, 2020:
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Date Property Name Property Type 
Square
Footage
 Consideration
February 13, 2020 King Philip’s Crossing Multi-tenant retail 105,900
 $13,900
      105,900
 $13,900

Market Summary
The following table summarizes our retail operating portfolio by market as of March 31, 2020:2021. Square feet of GLA is presented in thousands.
Property Type/MarketNumber of
Properties		ABR (a)% of Total
Multi-Tenant
Retail ABR (a)		ABR per
Occupied
Sq. Ft.		GLA (a)% of Total
Multi-Tenant
Retail GLA (a)		Occupancy% Leased
Including
Signed
Multi-Tenant Retail:
Top 25 MSAs (b)
Dallas19 $79,898 23.1 %$23.15 3,943 20.0 %87.5 %88.1 %
New York9 36,460 10.5 %30.02 1,292 6.6 %94.0 %96.7 %
Washington, D.C.8 35,716 10.3 %28.78 1,388 7.1 %89.4 %90.0 %
Chicago8 27,346 7.9 %23.58 1,358 6.9 %85.4 %85.9 %
Seattle9 23,690 6.9 %16.46 1,516 7.7 %94.9 %95.9 %
Baltimore4 22,669 6.6 %16.08 1,542 7.9 %91.4 %93.2 %
Atlanta9 20,908 6.0 %14.09 1,513 7.7 %98.1 %98.5 %
Houston9 14,169 4.1 %13.19 1,141 5.8 %94.2 %94.4 %
San Antonio3 12,373 3.6 %17.67 722 3.7 %97.0 %97.0 %
Phoenix3 10,384 3.0 %17.71 632 3.2 %92.8 %94.8 %
Los Angeles1 6,894 2.0 %17.97 396 2.0 %96.9 %97.2 %
Riverside1 4,663 1.3 %16.26 292 1.5 %98.1 %100.0 %
Charlotte1 4,181 1.2 %13.97 319 1.6 %93.8 %97.5 %
St. Louis1 4,067 1.2 %9.72 453 2.3 %92.3 %92.3 %
Tampa1 2,339 0.7 %19.19 126 0.6 %97.0 %97.0 %
Subtotal86 305,757 88.4 %20.02 16,633 84.6 %91.8 %92.7 %
Non-Top 25 MSAs (b)14 40,065 11.6 %14.78 3,034 15.4 %89.4 %92.0 %
Total Multi-Tenant Retail100 345,822 100.0 %19.23 19,667 100.0 %91.4 %92.6 %
Single-User Retail2 5,864 22.49 261 100.0 %100.0 %
Total Retail
Operating Portfolio (c)
102 $351,686 $19.28 19,928 91.5 %92.7 %
Property Type/Market 
Number of
Properties
 ABR (a) 
% of Total
Multi-Tenant
Retail ABR (a)
 
ABR per
Occupied
Sq. Ft.
 
GLA
(in thousands) (a)
 
% of Total
Multi-Tenant
Retail GLA (a)
 Occupancy 
% Leased
Including
Signed
Multi-Tenant Retail:                
Top 25 MSAs (b)                
Dallas 19
 $83,234
 23.1% $22.88
 3,943
 20.0% 92.2% 92.9%
Washington, D.C. 8
 39,300
 10.9% 29.32
 1,388
 7.0% 96.5% 96.8%
New York 9
 36,638
 10.1% 29.77
 1,292
 6.6% 95.2% 95.2%
Chicago 8
 29,603
 8.2% 24.08
 1,358
 6.9% 90.5% 90.5%
Seattle 9
 24,450
 6.8% 16.69
 1,548
 7.9% 94.6% 97.6%
Baltimore 4
 21,963
 6.1% 16.02
 1,543
 7.8% 88.9% 93.8%
Atlanta 9
 20,874
 5.8% 14.00
 1,513
 7.7% 98.6% 98.6%
Houston 9
 16,199
 4.5% 14.97
 1,141
 5.8% 94.9% 96.1%
San Antonio 3
 12,729
 3.5% 17.95
 721
 3.7% 98.3% 98.4%
Phoenix 3
 11,019
 3.0% 18.02
 632
 3.2% 96.8% 98.1%
Los Angeles 1
 6,742
 1.9% 18.06
 396
 2.0% 94.3% 96.2%
Riverside 1
 4,584
 1.3% 15.99
 292
 1.5% 98.1% 98.1%
St. Louis 1
 4,275
 1.2% 9.60
 453
 2.3% 98.3% 98.3%
Charlotte 1
 3,691
 1.0% 14.06
 320
 1.6% 82.1% 96.2%
Tampa 1
 2,401
 0.7% 19.69
 126
 0.6% 97.0% 97.0%
Subtotal 86
 317,702
 88.1% 20.29
 16,666
 84.6% 93.9% 95.3%
                 
Non-Top 25 MSAs (b) 14
 42,719
 11.9% 14.90
 3,034
 15.4% 94.5% 95.0%
                 
Total Multi-Tenant Retail 100
 360,421
 100.0% 19.46
 19,700
 100.0% 94.0% 95.3%
                 
Single-User Retail 2
 5,864
   22.49
 261
   100.0% 100.0%
                 
Total Retail
Operating Portfolio (c)
 102
 $366,285
   $19.50
 19,961
   94.1% 95.3%
(a)Excludes $2,731 of multi-tenant retail ABR and 176 square feet of multi-tenant retail GLA attributable to Circle East and The Shoppes at Quarterfield, located in the Baltimore MSA, and Carillon, located in the Washington, D.C. MSA, all three of which are in redevelopment. Including these amounts, 88.5% of our multi-tenant retail ABR and 84.7% of our multi-tenant retail GLA is located in the top 25 MSAs.
(a)Excludes $2,025 of multi-tenant retail ABR and 167 square feet of multi-tenant retail GLA attributable to Circle East and The Shoppes at Quarterfield, located in the Baltimore MSA, and Carillon, located in the Washington, D.C. MSA, all three of which are in redevelopment. Including these amounts, 88.2% of our multi-tenant retail ABR and 84.7% of our multi-tenant retail GLA is located in the top 25 MSAs.
(b)Top 25 MSAs are determined by the United States Census Bureau and ranked based on the most recently available population estimates.
(c)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2020, 16 multi-family rental units were leased at an average monthly rental rate per unit of $1,339.
(b)Top 25 MSAs are determined by the United States Census Bureau and ranked based on the most recently available population estimates.
(c)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2021, 17 multi-family rental units were leased at an average monthly rental rate per unit of $1,370.
Leasing Activity
The following table summarizes the leasing activity in our retail operating portfolio and our active and near-term expansion and redevelopment projects during the three months ended March 31, 2020. Leases2021. New leases with terms of less than 12 months and renewal leases that extend the lease term by less than 12 months have been excluded from the table.
Number of
Leases Signed		GLA Signed
(in thousands)		New
Contractual
Rent per Square
Foot (PSF) (a)		Prior
Contractual
Rent PSF (a)		% Change
over Prior
ABR (a)		Weighted
Average
Lease Term		Tenant
Allowances
PSF (b)
Comparable Renewal Leases59 320 $22.08 $21.44 3.0 %3.6 $0.82 
Comparable New Leases17 47 $31.60 $26.05 21.3 %7.3 $41.41 
Non-Comparable New and
Renewal Leases (c)
37 320 $16.58 N/AN/A7.2 $11.09 
Total113 687 $23.30 $22.03 5.8 %5.4 $8.25 
(a)Total excludes the impact of Non-Comparable New and Renewal Leases.
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Number of
Leases
Signed
 
GLA Signed
(in thousands)
 
New
Contractual
Rent per Square
Foot (PSF) (a)
 
Prior
Contractual
Rent PSF (a)
 
% Change
over Prior
ABR (a)
 
Weighted
Average
Lease Term
 
Tenant
Allowances
PSF (b)
Comparable Renewal Leases 62
 195
 $22.29
 $21.25
 4.9% 4.8
 $8.73
Comparable New Leases 5
 33
 $23.01
 $21.95
 4.8% 9.4
 $41.30
Non-Comparable New and
Renewal Leases (c)
 15
 57
 $26.62
 N/A
 N/A
 8.7
 $47.57
Total 82
 285
 $22.39
 $21.35
 4.9% 6.2
 $18.51
(b)Excludes tenant allowances and related square foot amounts at our active expansion and redevelopment projects. These tenant allowances, if any, are included in the expected investment for each project.
(a)Total excludes the impact of Non-Comparable New and Renewal Leases.
(b)Excludes tenant allowances and related square foot amounts at our active and near-term expansion and redevelopment projects. These tenant allowances, if any, are included in the expected investment for each project.

(c)Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed with variable lease payment terms and (iii) leases signed where the previous and current lease do not have a consistent lease structure.
(c)Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and current lease do not have a consistent lease structure.
Our near-term leasing efforts are primarily focused on reaching resolution of tenant lease concession requests. In addition, our leasing efforts are focused on (i) vacant anchor and small shop space, (ii) upcoming lease expirations and (iii) spaces within our expansion and redevelopment projects. Through these collective efforts, we look to situationally focus on stability and tenancy, and to optimize the mix of operators and unique retailers at our properties. As of March 31, 2020,2021, we have $16,272$16,882 of ABR related to 647,000791 square feet of GLA pertaining to 20202021 lease expirations and $4,545$5,891 of ABR related to 245,000233 square feet of GLA pertaining to leases signed but not commenced. In light of the COVID-19 pandemic, we are unable to project the impact on our leasing volume or other leasing trends. However, while existing tenants are continuing to pursue renewals, we have to a certain extent experienced, and may continue to experience, a slowdown in (i) rent commencing on signed leases, (ii) the volume of renewal leases and (iii) our ability to finalize the execution of new leases given current uncertainty.
Capital Markets
During the three months ended March 31, 2020, we:
borrowed $831,704, net of repayments, on our unsecured revolving line of credit to enhance our liquidity and provide maximum financial flexibility as the effects of the COVID-19 pandemic continue to evolve and impact the global financial markets; and
2021, we made scheduled principal payments of $619$598 related to amortizing loans.
Distributions
We declared a quarterly distribution of $0.165625$0.07 per share of common stock during the three months ended March 31, 2021. During the three months ended March 31, 2021, we paid the fourth quarter 2020. distribution of $0.06 per share in January 2021.
Results of Operations
Comparison of Results for the Three Months Ended March 31, 20202021 and 20192020
Three Months Ended March 31,   Three Months Ended March 31,
2020 2019 Change20212020Change
Revenues:     Revenues:
Lease income$118,695
 $122,703
 $(4,008)Lease income$119,380 $118,695 $685 
     
Expenses:     Expenses:
Operating expenses16,414
 17,686
 (1,272)Operating expenses18,065 16,414 1,651 
Real estate taxes18,533
 18,403
 130
Real estate taxes18,934 18,533 401 
Depreciation and amortization40,173
 43,267
 (3,094)Depreciation and amortization47,867 40,173 7,694 
Provision for impairment of investment properties346
 —
 346
Provision for impairment of investment properties— 346 (346)
General and administrative expenses9,165
 10,499
 (1,334)General and administrative expenses11,118 9,165 1,953 
Total expenses84,631
 89,855
 (5,224)Total expenses95,984 84,631 11,353 
     
Other (expense) income:
 
 
Other (expense) income:
Interest expense(17,046) (17,430) 384
Interest expense(18,752)(17,046)(1,706)
Gain on sales of investment properties—
 8,449
 (8,449)
Gain on litigation settlement6,100
 —
 6,100
Gain on litigation settlement— 6,100 (6,100)
Other expense, net(761) (659) (102)
Other income (expense), netOther income (expense), net69 (761)830 
Net income22,357
 23,208
 (851)Net income4,713 22,357 (17,644)
Net income attributable to noncontrolling interests—
 —
 —
Net income attributable to noncontrolling interests— — — 
Net income attributable to common shareholders$22,357
 $23,208
 $(851)Net income attributable to common shareholders$4,713 $22,357 $(17,644)
Net income attributable to common shareholders was $4,713 for the three months ended March 31, 2021 compared to $22,357 for the three months ended March 31, 2020 compared to $23,208 for the three months ended March 31, 2019.2020. The $851$17,644 decrease was primarily due to the following:
an $8,449 decrease•a $7,694 increase in gain on sales of investment properties relateddepreciation and amortization primarily due to the salewrite-off of oneassets taken out of service due to the demolition of a retail outparcel at our Tacoma South investment property consisting of approximately 105,900 square feet of GLA that was impaired during the three months ended March 31, 2020 compared

to the sale of one investment property consisting of approximately 94,600 square feet of GLA that was sold for a gain2021. No such write-off occurred during the three months ended March 31, 2019; and2020;
a $4,008 decrease in lease income primarily consisting of:
a $1,358 decrease in amortization from acquired below market lease intangibles primarily as a result of the write-off of an acquired lease intangible liability associated with a lease that was not renewed at one of our operating properties during the three months ended March 31, 2019;
a $1,159 decrease in straight-line rent;
a $1,104 increase in bad debt;
a $1,064 decrease in lease termination fee income; and
a $1,007 decrease in tenant recovery income;
partially offset by
an $1,872 increase in base rent primarily due to the growth from our same store portfolio and the operating properties acquired during 2019 and 2020, partially offset by the operating properties sold during 2019 and 2020.
partially offset by
•a $6,100 gain on litigation settlement recognized during the three months ended March 31, 2020 related to litigation with a former tenant. No such gain was recognized during the three months ended March 31, 2019;2021;
•a $3,094 decrease in depreciation and amortization primarily due to site improvement and in-place lease intangible assets becoming fully depreciated or amortized upon reaching the end of the asset’s estimated useful life during the three months ended March 31, 2020;
a $1,334 decrease$1,953 increase in general and administrative expenses primarily due to the timing of recognition of cash bonus expense;
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•a $1,706 increase in interest expense primarily consisting of:
•a $4,750 increase in interest on our 4.75% senior unsecured notes due 2030 (Notes Due 2030), which were issued in August 2020; and
•a $1,000 increase in interest on our additional $100,000 4.00% senior unsecured notes due 2025 (Notes Due 2025), which were issued in July 2020;
partially offset by
•a $1,960 decrease in comparative cash bonus expense resulting from interest on our $250,000 unsecured term loan due 2021, which was repaid in August 2020;
•a significant reduction$1,030 decrease in cash bonus expectations forinterest on our 4.12% senior unsecured notes due 2021, the remaining $100,000 principal balance of which was repaid in September 2020; and
•a $1,272$778 decrease in interest on our unsecured revolving line of credit as it was undrawn as of March 31, 2021; and
•a $1,651 increase in operating expenses primarily due to lowerhigher snow-related expenses in 2020.2021.
Net operating income (NOI)
We define NOI as all revenues other than (i) straight-line rental income (non-cash), (ii) amortization of lease inducements, (iii) amortization of acquired above and below market lease intangibles and (iv) lease termination fee income, less real estate taxes and all operating expenses other than lease termination fee expense and non-cash ground rent expense, which is comprised of amortization of right-of-use lease assets and amortization of lease liabilities. NOI consists of same store NOI (Same Store NOI) and NOI from other investment properties (NOI from Other Investment Properties). We believe that NOI, Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Net income” or “Net income attributable to common shareholders” in accordance with accounting principles generally accepted in the United States (GAAP). We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI, Same Store NOI and NOI from Other Investment Properties do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of NOI, Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. For reference and as an aid in understanding our computation of NOI, a reconciliation of net income attributable to common shareholders as computed in accordance with GAAP to Same Store NOI has been presented for each comparable period presented.

Same store portfolio
For the three months ended March 31, 2020,2021, our same store portfolio consisted of 101102 retail operating properties acquired or placed in service and stabilized prior to January 1, 2019.2020. The number of properties in our same store portfolio decreasedincreased to 101102 as of March 31, 20202021 from 102101 as of December 31, 20192020 as a result of the following:
•
the removal of King Philip’s Crossing, a same store investment property that was sold during the three months ended March 31, 2020; and
the removal of The Shoppes at Quarterfield, which was reclassified to active redevelopment during the three months ended March 31, 2020;
partially offset by
the addition of Reisterstown Road Plaza,North Benson Center, a redevelopment projectsame store investment property that was reclassified into our retail operating portfolio during 2018.acquired on March 7, 2019.
The properties and financial results reported in “Other investment properties” primarily include the following:
•properties acquired or placed in service and stabilized during 20192020 and 2020;2021;
•the multi-family rental units at Plaza del Lago, a redevelopment project that was placed in service during 2019;Lago;
•Circle East, which is in active redevelopment;
•
•One Loudoun Downtown – Pads G & H, which are in active development;
•– Pads G & H, which are in active development;
Carillon, a redevelopment project where we halted plans for vertical construction during the three months ended March 31, 2020 in response to current macroeconomic conditions due to the impact of the COVID-19 pandemic; however, we are actively completing site work preparation at the property in anticipation of potential future development at the site;
•The Shoppes at Quarterfield, which is in active redevelopment;
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•land held for future development;
•investment properties that were sold or classified as held for sale during 2019 and 2020; and
•the net income from our wholly owned captive insurance company.
The following tables present a reconciliation of net income attributable to common shareholders to Same Store NOI and details of the components of Same Store NOI for the three months ended March 31, 20202021 and 2019:2020:
Three Months Ended March 31,
 20212020Change
Net income attributable to common shareholders$4,713 $22,357 $(17,644)
Adjustments to reconcile to Same Store NOI: 
Gain on litigation settlement— (6,100)6,100 
Depreciation and amortization47,867 40,173 7,694 
Provision for impairment of investment properties— 346 (346)
General and administrative expenses11,118 9,165 1,953 
Interest expense18,752 17,046 1,706 
Straight-line rental income, net(420)(341)(79)
Amortization of acquired above and below market lease intangibles, net(1,225)(976)(249)
Amortization of lease inducements423 419 4 
Lease termination fees, net(679)(124)(555)
Non-cash ground rent expense, net212 333 (121)
Other (income) expense, net(69)761 (830)
NOI80,692 83,059 (2,367)
NOI from Other Investment Properties(326)(811)485 
Same Store NOI$80,366 $82,248 $(1,882)
 Three Months Ended March 31,  
 2020 2019 Change
Net income attributable to common shareholders$22,357
 $23,208
 $(851)
Adjustments to reconcile to Same Store NOI:     
Gain on sales of investment properties—
 (8,449) 8,449
Gain on litigation settlement(6,100) —
 (6,100)
Depreciation and amortization40,173
 43,267
 (3,094)
Provision for impairment of investment properties346
 —
 346
General and administrative expenses9,165
 10,499
 (1,334)
Interest expense17,046
 17,430
 (384)
Straight-line rental income, net(341) (1,500) 1,159
Amortization of acquired above and below market lease intangibles, net(976) (2,334) 1,358
Amortization of lease inducements419
 296
 123
Lease termination fees, net(124) (1,188) 1,064
Non-cash ground rent expense, net333
 358
 (25)
Other expense, net761
 659
 102
NOI83,059
 82,246
 813
NOI from Other Investment Properties(1,318) (1,484) 166
Same Store NOI$81,741
 $80,762
 $979

Three Months Ended March 31,  Three Months Ended March 31,
2020 2019 Change20212020Change
Same Store NOI:     Same Store NOI:
Base rent$89,323
 $86,591
 $2,732
Base rent$85,003 $89,370 $(4,367)
Percentage and specialty rent1,035
 1,280
 (245)Percentage and specialty rent521 864 (343)
Tenant recoveries25,445
 26,818
 (1,373)Tenant recoveries26,112 25,549 563 
Other lease-related income1,466
 1,289
 177
Other lease-related income1,285 1,468 (183)
Bad debt, net(1,505) (428) (1,077)
Uncollectible lease income, netUncollectible lease income, net3,758 (822)4,580 
Property operating expenses(15,718) (16,365) 647
Property operating expenses(17,190)(15,802)(1,388)
Real estate taxes(18,305) (18,423) 118
Real estate taxes(19,123)(18,379)(744)
Same Store NOI$81,741
 $80,762
 $979
Same Store NOI$80,366 $82,248 $(1,882)
Same Store NOI increased $979,decreased $1,882, or 1.2%2.3%, primarily due to the following:
•a $2,732 increase$4,367 decrease in base rent primarily driven by increasesas a result of (i) $1,093a $3,680 decrease from occupancy growth,declines, (ii) $996a $2,609 decrease from lease concession agreements that do not meet deferral accounting treatment, partially offset by $1,230 related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment, and (iii) an increase of $645 from contractual rent changeschanges. The aggregate $2,609 decrease from lease concession agreements was associated with billed base rent of $1,254 from the three months ended March 31, 2021 and (iii) $552$1,355 from re-leasing spreads;prior periods; and
partially offset by
•a $1,077 increase in bad debt, net; and
a $608$1,569 increase in property operating expenses and real estate taxes, net of tenant recoveries, primarily due to (i) decreases in tenant recoveries as a positive impact from the common area maintenanceresult of a decline in occupancy and real estate tax reconciliation process in 2019, increases(ii) an increase in certain non-recoverable property operating expenses and higher net real estate taxes, partially offset by decreases in net recoverable property operating expensesexpenses;
partially offset by
•a $4,580 decrease in reserve for uncollectible lease income primarily drivendue to (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of
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these concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by lower snow-related expenses.(iv) the uncollected portion of current period charges related to cash-basis tenants and (v) the impact of lease concessions we have agreed in principle as of March 31, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of March 31, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed.
Funds From Operations Attributable to Common Shareholders
The National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a financial measure known as funds from operations (FFO). As defined by NAREIT, FFO means net income computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains from sales of real estate assets, (iii) gains and losses from change in control and (iv) impairment write-downs of real estate assets and investments in entities directly attributable to decreases in the value of real estate held by the entity. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. Management believes that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other REITs.
We define Operating FFO attributable to common shareholders as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events whichthat we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, (i) the impact on earnings from gains or losses associated with the early extinguishment of debt or other liabilities, (ii) litigation involving the Company, including gains recognized as a result of settlement and costs to engage outside counsel related to litigation with former tenants, (iii) the impact on earnings from executive separation, and (iv) the excess of redemption value over carrying value of preferred stock redemption, which are not otherwise adjusted in our calculation of FFO attributable to common shareholders.
We believe that FFO attributable to common shareholders and Operating FFO attributable to common shareholders, which are supplemental non-GAAP financial measures, provide an additional and useful means to assess the operating performance of REITs. FFO attributable to common shareholders and Operating FFO attributable to common shareholders do not represent alternatives to (i) “Net Income” or “Net income attributable to common shareholders” as indicators of our financial performance, or (ii) “Cash flows from operating activities” in accordance with GAAP as measures of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

The following table presents a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders:
Three Months Ended March 31,
20212020
Net income attributable to common shareholders$4,713 $22,357 
Depreciation and amortization of real estate (a)47,540 39,838 
Provision for impairment of investment properties— 346 
FFO attributable to common shareholders$52,253 $62,541 
FFO attributable to common shareholders per common share outstanding – diluted$0.24 $0.29 
FFO attributable to common shareholders$52,253 $62,541 
Impact on earnings from the early extinguishment of debt, net (b)64 — 
Gain on litigation settlement— (6,100)
Other (c)28 1,011 
Operating FFO attributable to common shareholders$52,345 $57,452 
Operating FFO attributable to common shareholders per common share outstanding – diluted$0.24 $0.27 
(a)Includes $7,527 of accelerated depreciation recorded in connection with the write-off of assets taken out of service due to the demolition of a retail outparcel at our Tacoma South investment property during the three months ended March 31, 2021.
(b)Included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
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 Three Months Ended March 31,
 2020 2019
Net income attributable to common shareholders$22,357
 $23,208
Depreciation and amortization of real estate39,838
 42,913
Provision for impairment of investment properties346
 —
Gain on sales of investment properties—
 (8,449)
FFO attributable to common shareholders$62,541
 $57,672
    
FFO attributable to common shareholders per common share outstanding – diluted$0.29
 $0.27
    
FFO attributable to common shareholders$62,541
 $57,672
Gain on litigation settlement(6,100) —
Other (a)1,011
 711
Operating FFO attributable to common shareholders$57,452
 $58,383
    
Operating FFO attributable to common shareholders per common share outstanding – diluted$0.27
 $0.27
(c)Primarily consists of the impact on earnings from litigation involving the Company, including costs to engage outside counsel related to litigation with former tenants, which is included within “Other income (expense), net” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
(a)Primarily consists of the impact on earnings from litigation involving the Company, including costs to engage outside counsel related to litigation with former tenants, which are included within “Other expense, net” in the accompanying condensed consolidated statements of operations and other comprehensive loss.
Liquidity and Capital Resources
We anticipate that cash flows from the below-listed sources will provide adequate capital for the next 12 months and beyond for all scheduled principal and interest payments on our outstanding indebtedness, including maturing debt, current and anticipated tenant allowances or other capital obligations, the shareholder distributions required to maintain our REIT status and compliance with the financial covenants of our unsecured debt agreements.
Our primary expected sources and uses of liquidity are as follows:
SOURCESUSES
▪Operating cash flow▪Tenant allowances and leasing costs
▪Cash and cash equivalents▪Improvements made to individual properties, certain of which are not
▪Proceeds from capital markets transactionsAvailable borrowings under our unsecured revolvingrecoverable through common area maintenance charges to tenants
▪line of credit▪Debt repayments
▪Proceeds from capital markets transactions▪Distribution payments
▪Proceeds from asset dispositions▪Debt repaymentsRedevelopment, expansion and pad development activities
▪Proceeds from the sales of air rights▪���Distribution paymentsAcquisitions
▪Redevelopment, expansion and padNew development activities
▪Acquisitions
▪New development
▪Repurchases of our common stock
During the three months ended March 31, 2020, we elected to nearly fully draw on our $850,000 unsecured revolving line of credit to enhance our liquidity and provide maximum financial flexibility as the effects of the COVID-19 pandemic continue to evolve and impact the global financial markets. As of March 31, 2020, we have $769,241 of cash on hand and the ability to repay the vast majority of the amount drawn on our unsecured revolving line of credit; however, we may elect to not repay it for some time, which will increase our interest expense. Over the last several years, we have made substantial progress in strengtheningreinforcing the strength of our balance sheet, as demonstrated by our reduced leverage, improved financial flexibility and higher unencumbered asset ratio.abundant liquidity. We believe this progress places us in a position to be able to better withstand the current unprecedented macroeconomic environment. However, there can be no assurances in this regard or that additional financing or capital will be available to us going forward on favorable terms, or at all. Additionally, throughas of April 30, 2020,26, 2021, we have collected more than 52%96% of base rent charges related to the three months ended March 31, 2021 and have executed lease concession agreements for an additional 1% of billed base rent fromrelated to the three months ended March 31, 2021. Uncollected billed base rent related to tenants who have declared bankruptcy represents an additional 0.2% for the three months ended March 31, 2021. As of April 26, 2021, we have collected 81%, 89% and 95% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as compared to 78%, 88% and 94% as of February 8, 2021, respectively. If our tenants. If such a trend continues, or possiblycash collection activity deteriorates, and if we agreereach additional agreements with certain tenants thatto defer or abate rent, may be deferred until a later date, our operating cash flows and liquidity will be negatively impacted. AsWe can make no assurances that the in-process lease amendments will ultimately be executed in the lease concession type being actively negotiated, or at all. Over the last several years as we worked to fortify our balance sheet, we funded debt maturities primarily through asset dispositions and capital markets transactions, including the public offering of our common stock and private and public offerings of senior unsecured notes.notes, as well as asset dispositions. As of March 31, 2020,2021, we have no scheduled debt maturities and $1,875

$1,811 of principal amortization due through the end of 2020,2021, which we plan on satisfying through a combination of cash flows from operations, and working capital including cash on handand our unsecured revolving line of $769,241 ascredit.
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Table of March 31, 2020.Contents
The table below summarizes our consolidated indebtedness as of March 31, 20202021:
DebtAggregate
Principal
Amount		Weighted
Average
Interest Rate		Maturity DateWeighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$91,558 4.36 %Various3.8 years
Unsecured notes payable:
Senior notes – 4.58% due 2024150,000 4.58 %June 30, 20243.3 years
Senior notes – 4.00% due 2025350,000 4.00 %March 15, 20254.0 years
Senior notes – 4.08% due 2026100,000 4.08 %September 30, 20265.5 years
Senior notes – 4.24% due 2028100,000 4.24 %December 28, 20287.8 years
Senior notes – 4.82% due 2029100,000 4.82 %June 28, 20298.2 years
Senior notes – 4.75% due 2030400,000 4.75 %September 15, 20309.5 years
Total unsecured notes payable (a)1,200,000 4.42 %6.5 years
Unsecured credit facility:
Revolving line of credit – variable rate— 1.21 %April 22, 2022 (b)1.1 years
Unsecured term loans:
Term Loan Due 2023 – fixed rate (c)200,000 4.10 %November 22, 20232.6 years
Term Loan Due 2024 – fixed rate (d)120,000 2.88 %July 17, 20243.3 years
Term Loan Due 2026 – fixed rate (e)150,000 3.37 %July 17, 20265.3 years
Total unsecured term loans (a)470,000 3.56 %3.7 years
Total consolidated indebtedness$1,761,558 4.19 %5.6 years
(a):Fixed rate mortgages payable excludes mortgage discount of $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 2021. Unsecured notes payable excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021. Unsecured term loans exclude capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. Capitalized loan fees related to the revolving line of credit are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.
(b)We have two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.075% of the commitment amount being extended.
Debt 
Aggregate
Principal
Amount
 
Weighted
Average
Interest Rate
 Maturity Date 
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a) $94,285
 4.37% Various 4.8 years
         
Unsecured notes payable:        
Senior notes – 4.12% due 2021 100,000
 4.12% June 30, 2021 1.2 years
Senior notes – 4.58% due 2024 150,000
 4.58% June 30, 2024 4.3 years
Senior notes – 4.00% due 2025 250,000
 4.00% March 15, 2025 5.0 years
Senior notes – 4.08% due 2026 100,000
 4.08% September 30, 2026 6.5 years
Senior notes – 4.24% due 2028 100,000
 4.24% December 28, 2028 8.8 years
Senior notes – 4.82% due 2029 100,000
 4.82% June 28, 2029 9.2 years
Total unsecured notes payable (a) 800,000
 4.27%   5.6 years
         
Unsecured credit facility:        
Term loan due 2021 – fixed rate (b) 250,000
 3.20% January 5, 2021 0.8 years
Revolving line of credit – variable rate 849,704
 2.04% April 22, 2022 (c) 2.1 years
Total unsecured credit facility (a) 1,099,704
 2.30%   1.8 years
         
Unsecured term loans:        
Term Loan Due 2023 – fixed rate (d) 200,000
 4.05% November 22, 2023 3.6 years
Term Loan Due 2024 – fixed rate (e) 120,000
 2.88% July 17, 2024 4.3 years
Term Loan Due 2026 – fixed rate (f) 150,000
 3.27% July 17, 2026 6.3 years
Total unsecured term loans (a) 470,000
 3.50%   4.7 years
         
Total consolidated indebtedness $2,463,989
 3.25%   3.7 years
(c)Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of March 31, 2021.
(a)Fixed rate mortgages payable excludes mortgage discount of $(483) and capitalized loan fees of $(240), net of accumulated amortization, as of March 31, 2020. Unsecured notes payable excludes discount of $(586) and capitalized loan fees of $(2,994), net of accumulated amortization, as of March 31, 2020. Unsecured term loans exclude capitalized loan fees of $(3,208), net of accumulated amortization, as of March 31, 2020. Capitalized loan fees related to the revolving line of credit are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.
(b)Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of March 31, 2020.
(c)We have two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.075% of the commitment amount being extended.
(d)Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of March 31, 2020.
(e)Reflects $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2020.
(f)Reflects $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of March 31, 2020.
(d)Reflects $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2021.
(e)Reflects $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of March 31, 2021.
Mortgages Payable
During the three months ended March 31, 2020,2021, we made scheduled principal payments of $619$598 related to amortizing loans.
Unsecured Term Loans and Revolving Line of Credit
Unsecured Credit Facility
We haveOn April 23, 2018, we entered into our fifth amended and restated credit agreement with a $1,100,000syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility) that. The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we may electhave the option to make an irrevocable election to convert to an investment grade pricing grid. As of March 31,

2020, 2021, making such an election would have resulted in a higher interest rate and, as such, we have not made the election to convert to an investment grade pricing grid.
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The following table summarizes the key terms of the Unsecured Credit Facility:
unsecured revolving line of credit:
Leverage-Based PricingInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadFacility FeeCredit SpreadFacility Fee
$250,000 unsecured term loan due 20211/5/2021N/AN/A1.20%–1.70%N/A0.90%–1.75%N/A
$850,000 unsecured revolving line of credit4/22/20222-six month2 six-month0.075%1.05%–1.50%0.15%–0.30%0.825%–1.55%0.125%–0.30%
The Unsecured Credit Facility has a $500,000 accordion option that allows us, at our election, to increase the total Unsecured Credit Facility up to $1,600,000,$1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) our ability to obtain additional lender commitments.
As of March 31, 2020,2021, we had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at one of our properties and reduce the available borrowings on our unsecured revolving line of credit.
Unsecured Term Loans
As of March 31, 2020,2021, we have the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan (Term Loan Due 2023), (ii) a five-year $120,000 unsecured term loan (Term Loan Due 2024), and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR adjusted based on applicable reserve percentages established by the Federal Reserve, plus a credit spread based on a leverage grid. In accordance with the respective term loan agreements, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we may electhave the option to make an irrevocable election to convert to an investment grade pricing grid. As of March 31, 2020,2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in a higher interest raterates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, we have not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the unsecured term loans:
Unsecured Term LoansMaturity Date
Leverage-Based Pricing

Credit Spread
Investment Grade Pricing

Credit Spread
$200,000 unsecured term loan due 202311/22/20231.20% – 1.85%0.85% – 1.65%
$120,000 unsecured term loan due 20247/17/20241.20% – 1.70%0.80% – 1.65%
$150,000 unsecured term loan due 20267/17/20261.50% – 2.20%1.35% – 2.25%
The Term Loan Due 2023 has a $100,000 accordion option that allows us, at our election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) our ability to obtain additional lender commitments.
The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow us, at our election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) our ability to obtain additional lender commitments.
The Term Loan Due 2023 has a $100,000 accordion option that allows us, at our election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence
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Table of an event of default as defined in the amended term loan agreement and (ii) our ability to obtain additional lender commitments.Contents
Our unsecured revolving line of credit and unsecured term loans each bear interest at a rate of LIBOR plus a credit spread, which is based on leverage grids. To the extent that our leverage ratio increases, the applicable credit spread will increase according to the tiers of each respective leverage grid. Based on our unsecured revolving line of credit and unsecured term loans balance of $1,569,704 as of March 31, 2020, the resulting increase in our leverage ratio and related movement to a higher tier on each respective leverage grid is expected to increase the weighted average credit spread portion of the interest rate by 0.11% applicable to the $1,569,704 balance for, at a minimum, the next quarterly compliance period under our debt agreements. Additionally, the facility fee on our unsecured revolving line of credit is expected to increase by 0.05% due to the increase in our leverage ratio and related movement to a higher tier on the leverage grid.

Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of our indebtedness as of March 31, 20202021 for the remainder of 2020,2021, each of the next four years and thereafter, and the weighted average interest rates by year, as well as the fair value of our indebtedness as of March 31, 2020. The table does not reflect the impact2021.
20212022202320242025ThereafterTotalFair Value
Debt:
Fixed rate debt:
Mortgages payable (a)$1,811 $26,641 $31,758 $1,737 $1,809 $27,802 $91,558 $93,180 
Fixed rate term loans (b)— — 200,000 120,000 — 150,000 470,000 468,294 
Unsecured notes payable (c)— — — 150,000 350,000 700,000 1,200,000 1,272,721 
Total fixed rate debt1,811 26,641 231,758 271,737 351,809 877,802 1,761,558 1,834,195 
Variable rate debt:
Variable rate revolving line of credit— — — — — — — — 
Total debt (d)$1,811 $26,641 $231,758 $271,737 $351,809 $877,802 $1,761,558 $1,834,195 
Weighted average interest rate on debt:
Fixed rate debt4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
Variable rate debt (e)— 1.21 %— — — — 1.21 %
Total4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
(a)Excludes mortgage discount of any debt activity that occurred after $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 20202021.
(b)Excludes capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2021, the applicable credit spread for (i) was 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.
(c)Excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021.
 2020 2021 2022 2023 2024 Thereafter Total Fair Value
Debt:               
Fixed rate debt:               
Mortgages payable (a)$1,875
 $2,626
 $26,678
 $31,758
 $1,737
 $29,611
 $94,285
 $95,831
Fixed rate term loans (b)—
 250,000
 —
 200,000
 120,000
 150,000
 720,000
 711,013
Unsecured notes payable (c)—
 100,000
 —
 —
 150,000
 550,000
 800,000
 788,109
Total fixed rate debt1,875
 352,626
 26,678
 231,758
 271,737
 729,611
 1,614,285
 1,594,953
                
Variable rate debt:               
Variable rate revolving line of credit—
 —
 849,704
 —
 —
 —
 849,704
 841,529
Total debt (d)$1,875
 $352,626
 $876,382
 $231,758
 $271,737
 $729,611
 $2,463,989
 $2,436,482
                
Weighted average interest rate on debt:               
Fixed rate debt4.39% 3.47% 4.81% 4.06% 3.83% 4.02% 3.89%  
Variable rate debt (e)—
 —
 2.04% —
 —
 —
 2.04%  
Total4.39% 3.47% 2.12% 4.06% 3.83% 4.02% 3.25%  
(d)The weighted average years to maturity of consolidated indebtedness was 5.6 years as of March 31, 2021.
(a)Excludes mortgage discount of $(483) and capitalized loan fees of $(240), net of accumulated amortization, as of March 31, 2020.
(b)Excludes capitalized loan fees of $(3,208), net of accumulated amortization, as of March 31, 2020. The following variable rate term loans have been swapped to fixed rate debt: (i) $250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid through January 5, 2021; (ii) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (iii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iv) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2020, the applicable credit spread for (i), (ii) and (iii) was 1.20% and for (iv) was 1.50%.
(c)Excludes discount of $(586) and capitalized loan fees of $(2,994), net of accumulated amortization, as of March 31, 2020.
(d)The weighted average years to maturity of consolidated indebtedness was 3.7 years as of March 31, 2020.
(e)Represents interest rate as of March 31, 2020.
(e)Represents interest rate as of March 31, 2021, however, the revolving line of credit was not drawn as of March 31, 2021.

Our unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended governing the Unsecured Credit Facility, (ii) amended term loan agreement, as amended governing the Term Loan Due 2023, (iii) term loan agreement, as amended governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.12% senior unsecured notes due 2021 and the 4.58% senior unsecured notes due 2024 (Notes Due 2021 and 2024), (v) indenture, as supplemented, governing the 4.00% senior unsecured notes dueNotes Due 2025, (Notes Due 2025), (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), and (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029), and (viii) indenture, as supplemented, governing the Notes Due 2030, contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in the covenant calculations are based on the most recent four fiscal quarters of activity. As such, the impact of short-term relative adverse operating results, if any, on our financial covenants is partially mitigated by previous and/or subsequent operating results. As of March 31, 2020, management believes2021, we believe we were in compliance with the financial covenants and default provisions under the unsecured debt agreements.
We plan on addressing our debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, including cash on hand of $769,241 as of March 31, 2020, and (iii) capital markets transactions.transactions and (iv) our unsecured revolving line of credit.
Distributions and Equity Transactions
Our distributions of current and accumulated earnings and profits for U.S. federal income tax purposes are taxable to shareholders, generally, as ordinary income. Distributions in excess of these earnings and profits generally are treated as a non-taxable reduction

of the shareholders’ basis in the shares to the extent thereof (non-dividend distributions) and thereafter as taxable gain. We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Internal Revenue Code of
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1986, as amended (the Code) generally requires that a REIT annually distributes to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. The Code imposes tax on any undistributed REIT taxable income.
To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make distributions of all, or substantially all, of our taxable income to shareholders. Our future distributions will be at the discretion of our board of directors and are required to be declared 10 days prior to the record date. When determining the amount of future distributions, we expect to consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future cash flow, (iii) our determination of near-term cash needs for debt repayments and potential future share repurchases, (iv) the market of available acquisitions of new properties and redevelopment, expansion and pad development opportunities, (v) the timing of significant re-leasing activities and the establishment of additional cash reserves for anticipated tenant allowances and general property capital improvements, (vi) our ability to continue to access additional sources of capital, and (vii) the amount required to be distributed to maintain our status as a REIT, which is a requirement of our unsecured credit agreement, and to avoid or minimize any income and excise taxes that we otherwise would be required to pay. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the REIT distribution requirements.
In order to preserve and enhance liquidity and capital positioning, our boardWe declared a quarterly distribution of directors has temporarily suspended future quarterly dividend payments on our outstanding Class A$0.07 per share of common stock. Our board of directors will evaluate dividend declaration decisions quarterly and consider REIT taxable income distribution requirements in these deliberations. The timing and amount of dividend resumption depends largely on our operating cash flow performance as well as other factors.stock during the three months ended March 31, 2021.
We have an existing common stock repurchase program under which we may repurchase, from time to time, up to a maximum of $500,000 of shares of our Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of our assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. We did not repurchase any shares during the three months ended March 31, 2020.2021. As of March 31, 2020,2021, $189,105 remained available for repurchases of shares of our common stock under our common stock repurchase program.
On April 1, 2021, we established an at-the-market (ATM) equity program under which we may issue and sell shares of our Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of our Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
Capital Expenditures and Redevelopment Activity
We anticipate that obligations related to capital improvements and redevelopments, including expansions and pad developments, in 2021 can be met with (i) cash flows generated from operations, (ii) working capital, including cash on hand of $769,241 as of March 31, 2020, and (iii) capital markets transactions.transactions and (iv) our unsecured revolving line of credit.
As of March 31, 2020,2021, we have active expansion and redevelopment projects at Circle East, One Loudoun Downtown, The Shoppes at Quarterfield and a vacant pad development at Southlake Town Square. To date,Square and we have invested a total of approximately $45,000$117,000 in these projects, which is net of proceeds of $11,820 from the sale of air rights at Circle East and net of contributions from our joint venture partner at One Loudoun Downtown. These projects are at various stages of completion, and based on our current plans and estimates, we anticipate that it will require approximately $133,000$62,000 to $147,000$75,000 of additional investment from us to complete these projects. During the three months ended March 31, 2020, we halted plans for vertical construction at our Carillon redevelopment in response to current macroeconomic conditions due to the impact of the COVID-19 pandemic and have materially reduced the planned scope and spend for the project, driving a reduction in our expected 2020 redevelopment spend of approximately $75,000 to $100,000. As of March 31, 2020, we were actively completing site work preparation at Carillon in anticipation of potential future development at the site. We expect to complete the site work preparation during 2020 for an expected additional capital investment of approximately $4,500.
We capitalized $626$716 and $675$626 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three months ended March 31, 20202021 and 2019,2020, respectively. We also capitalized $60$57 and $54$60 of internal leasing incentives, all of which were incremental to signed leases, during the three months ended March 31, 2021 and 2020, and 2019, respectively.

In addition, we capitalized $1,316$1,811 and $574$1,316 of indirect project costs, which includes, among other costs, $372$409 and $365$372 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $785$1,292 and $144$785 of interest, related to expansion and redevelopment projects during the three months ended March 31, 2021 and 2020, and 2019, respectively.
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Dispositions
We did not sell any properties during the three months ended March 31, 2021. The following table highlights our property dispositionsdisposition during 2020:
Number of
Properties Sold		Square
Footage		ConsiderationAggregate
Proceeds, Net (a)		Debt
Extinguished
2020 Disposition1 105,900 $13,900 $12,695 $— 
(a)2019 and the three months ended March 31, 2020:Represents total consideration net of transaction costs.
  
Number of
Properties Sold
 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (a)
 
Debt
Extinguished
2020 Disposition (through March 31, 2020) 1
 105,900
 $13,900
 $11,343
 $—
2019 Dispositions 2
 236,100
 $44,750
 $39,594
 $—
(a)Represents total consideration net of transaction costs, as well as capital and tenant-related costs credited to the buyer at close, as applicable.
In addition to the transactionstransaction presented in the preceding table, during the year ended December 31, 2019,2020, we received net proceeds of $5,062 in connection with the second and third phases of the sale of$26 from a land parcel, which included rights to develop 22 residential units, at One Loudoun Downtown.condemnation award.
Acquisitions
We did not acquire any properties during the three months ended March 31, 2021. The following table highlights our asset acquisitionsacquisition during 2019 and2020:
Number of
Assets Acquired		Square FootageAcquisition PriceMortgage Debt
2020 Acquisition (a)1 154,700 $55,000 $— 
(a)2020 acquisition is the three months ended March 31, 2020:fee interest in our Fullerton Metrocenter multi-tenant retail operating property. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor. The total number of properties in our portfolio was not affected by this transaction.
  
Number of
Assets Acquired
 Square Footage Acquisition Price Mortgage Debt
2020 Acquisition (through March 31, 2020) (a) 1
 154,700
 $55,000
 $—
2019 Acquisitions (b) 3
 73,600
 $29,976
 $—
(a)2020 acquisition is the fee interest in our Fullerton Metrocenter multi-tenant retail operating property. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor. The total number of properties in our portfolio was not affected by this transaction.
(b)In addition to the acquisition of one multi-tenant retail operating property, 2019 acquisitions include the purchase of the following that did not affect our property count: (i) a parcel adjacent to our Paradise Valley Marketplace multi-tenant retail operating property and (ii) a single-user parcel at our Southlake Town Square multi-tenant retail operating property.
Summary of Cash Flows
 Three Months Ended March 31,Three Months Ended March 31,
 2020 2019 Change20212020Change
Net cash provided by operating activities $35,042
 $36,955
 $(1,913)Net cash provided by operating activities$36,131 $35,042 $1,089 
Net cash used in investing activities (70,507) (28,186) (42,321)Net cash used in investing activities(25,229)(70,507)45,278 
Net cash provided by (used in) financing activities 795,382
 (10,830) 806,212
Increase (decrease) in cash, cash equivalents and restricted cash 759,917
 (2,061) 761,978
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(14,714)795,382 (810,096)
(Decrease) increase in cash, cash equivalents and restricted cash(Decrease) increase in cash, cash equivalents and restricted cash(3,812)759,917 (763,729)
Cash, cash equivalents and restricted cash, at beginning of period 14,447
 19,601
  Cash, cash equivalents and restricted cash, at beginning of period45,329 14,447 
Cash, cash equivalents and restricted cash, at end of period $774,364
 $17,540
  Cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
Cash Flows from Operating Activities
Cash flows from operating activities consist primarily of net income from property operations, adjusted for the following, among others: (i) depreciation and amortization, (ii) provision for impairment of investment properties, and (iii) gain on sales of investment properties.properties, and (iv) amortization of stock-based compensation, loan fees and debt discount, net. Net cash provided by operating activities during the three months ended March 31, 2020 decreased $1,9132021 increased $1,089 primarily due to the following:
•a $937$7,235 increase in comparative changes in accounts receivable, net due to an increase in cash collections of charges billed to tenants, including collection of charges from prior periods, and the collection of amounts previously deferred under lease concession agreements as a result of COVID-19;
•an $1,862 decrease in cash bonuses paid;
•a $1,440 decrease in cash paid for leasing fees and inducements; and
a $337 increase in cash bonuses paid related to the results of 2019; and
•ordinary course fluctuations in working capital accounts;
partially offset by

•a $1,953 decrease$9,638 increase in cash paid for interest; and
an $813 increase•a $2,367 decrease in NOI, consisting of an increasea decrease in Same Store NOI of $979, partially offset by a decrease inand NOI from properties that were sold or held for sale in 2019 and 2020 and other properties not included in our same store portfolioportfolio.
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Table of $166.Contents
DuringSee “Impact of the three months ended March 31, 2020, we distributed $35,387 to common shareholders, which is $345COVID-19 Pandemic” in excessItem 2. “Management’s Discussion and Analysis of net cash provided by operating activities duringFinancial Condition and Results of Operations” for a discussion of the period. This is primarily driven by the timing of ordinary course annual real estate tax payments. We used existing cash and cash equivalents in addition to net cash flows provided by operating activities to fund such distributions.
As a resultimpact of COVID-19 a number of our tenants have announced temporary closures of their stores or modifications of their operations. While working to preserveon our cash flow, we are also working with our tenants regarding requests for lease concessions. While we have not yet reached agreement with tenants regarding concession requests, certain tenants have not paid or only partially paid their April rent and other charges. As of April 30, 2020, we have collected more than 52% of April rent charges. flows.
We will continue to work with tenants regarding lease concession requests, which may or may not include some element of rent deferral and, in some cases, partial rent abatement. While seeking to work toward a mutually agreeable outcome with tenants directly impacted by COVID-19, we believe that certain tenants, which remain open and hold an ability to pay, have elected to withhold April rent unnecessarily. We are not forgoing our contractual rights under our lease agreements and our tenants do not have a clear contractual right to cease paying rent due to government closures. However, COVID-19 and the related governmental orders present fairly novel situations and it is possible government action could impact our rights.
Management believes that cash flows from operations, working capital and existing cash and cash equivalentsour unsecured revolving line of credit will provide sufficient liquidity to sustain future operations; however, we cannot provide any such assurances.
Cash Flows from Investing Activities
Cash flows from investing activities consist primarily of cash paid to purchase investment properties and fund capital expenditures, tenant improvements and developments in progress, net of proceeds from the sales of investment properties. Net cash flows from investing activities during the three months ended March 31, 2020 decreased $42,3212021 increased $45,278 due to the following:
•a $29,766 increase$54,970 decrease in cash paid to purchase investment properties; and
•a $10,262$4,347 decrease capital expenditures and tenant improvements;
partially offset by
•an $11,343 decrease in proceeds from the sales of investment properties; and
•a $6,874$2,696 increase in investment in developments in progress;progress.
partially offset by
a $4,581 decrease in capital expenditures and tenant improvements.
For 2020,In 2021, we expect to fund redevelopment, expansion and pad development activities, capital expenditures and tenant improvements through (i) cash flows generated from operations, (ii) working capital, including cash on hand of $769,241 as of March 31, 2020, and (iii) capital markets transactions.transactions and our unsecured revolving line of credit.
Cash Flows from Financing Activities
Cash flows from financing activities primarily consist of proceeds from our unsecured revolving line of credit and the issuance of debt instruments, partially offset by (i) repayments of our unsecured revolving line of credit, unsecured debt instruments and mortgages payable, (ii) distribution payments, (iii) payment of loan fees and deposits, (iv) debt prepayment costs, (v) principal payments on mortgages payable, and (iv) payment of loan fees and deposits.(vi) shares repurchased through our common stock repurchase program. Net cash flows from financing activities during the three months ended March 31, 2020 increased $806,2122021 decreased $810,096 primarily due to the following:
•an $805,704$831,704 change in the activity on our unsecured revolving line of credit from net proceeds of $26,000 during the three months ended March 31, 2019 compared to net proceedsborrowings of $831,704 during the three months ended March 31, 2020; and2020 compared to net borrowings of $0 during the three months ended March 31, 2021;
partially offset by
•a $145$22,532 decrease in principal payments on mortgages payable.distributions paid.
We plan to continue to address our debt maturities through a combination of (i) cash flows from operations, (ii) working capital, including cash on hand of $769,241 as of March 31, 2020, and (iii) capital markets transactions.transactions and (iv) our unsecured revolving line of credit.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Contractual Obligations
During the three months ended March 31, 2020,2021, except as otherwise disclosed herein, there were no material changes outside the normal course of business to the contractual obligations identified in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
Critical Accounting Policies and Estimates
Our 20192020 Annual Report on Form 10-K contains a description of our critical accounting policies, including those relating to the acquisitioncollectibility of investment properties,lease income and accounts receivable and impairment of long-lived assets and lease income.assets. For the three months ended March 31, 2020,2021, there were no significant changes to these policies.
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Impact of Recently Issued Accounting Pronouncements
See Note 2 – Summary of Significant Accounting Policies in the accompanying condensed consolidated financial statements regarding recently issued accounting pronouncements.
Subsequent Events
Subsequent to March 31, 2020, we:
terminated2021, we paid the joint venture related to the medical office building portion of the redevelopment at Carillon; and
executed amendments to our unsecured debt agreements for our Unsecured Credit Facility, Term Loan Due 2023, Term Loan Due 2024 and Term Loan Due 2026 that changed the covenant calculationcash dividend for the unencumbered interest coverage ratio to include operating results from the most recent four fiscal quarters. Prior to these amendments, the calculation only included operating results from the most recent fiscal quarter. As a result, the updated calculation applies to all unsecured debt instruments to which this covenant relates, including our unsecured revolving linefirst quarter of credit, all unsecured term loans and all unsecured private placement notes payable.
On May 1, 2020, our board2021 of directors temporarily suspended future quarterly dividend payments$0.07 per share on our outstanding Class A common stock, in orderwhich was paid on April 9, 2021 to preserveClass A common shareholders of record at the close of business on March 26, 2021.
On April 1, 2021, we established an ATM equity program under which we may issue and enhance liquiditysell shares of our Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and capital positioning. Our boardthe trading price of directors will evaluate dividend declaration decisions quarterlyour Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and consider REIT taxable income distribution requirements in these deliberations. The timingredevelopment activities and amountrepaying debt.
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Table of dividend resumption depends largely on our operating cash flow performance as well as other factors.Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We may be exposed to interest rate changes primarily as a result of our long-term debt that is used to maintain liquidity and fund our operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates, and in some cases variable rates with the ability to convert to fixed rates.
With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.
As of March 31, 2020,2021, we had $720,000$470,000 of variable rate debt based on LIBOR that has been swapped to fixed rate debt through interest rate swaps. Our interest rate swaps as of March 31, 20202021 are summarized in the following table:
Notional
Amount		Maturity DateFair Value of
Derivative
Liability
Term Loan Due 2023$200,000 November 22, 2023$13,030 
Term Loan Due 2024120,000 July 17, 20244,586 
Term Loan Due 2026150,000 July 17, 20265,995 
$470,000 $23,611 
  
Notional
Amount
 Maturity Date 
Fair Value of
Derivative
Liability
Unsecured credit facility term loan due 2021 $250,000
 January 5, 2021 $3,158
Term Loan Due 2023 200,000
 November 22, 2023 18,124
Term Loan Due 2024 120,000
 July 17, 2024 6,672
Term Loan Due 2026 150,000
 July 17, 2026 11,916
  $720,000
   $39,870
For a discussion concerning the scheduled debt maturities and principal amortization of our indebtedness as of March 31, 20202021 for the remainder of 2020,2021, each of the next four years and thereafter and the weighted average interest rates by year to evaluate the expected cash flows and sensitivity to interest rate changes, refer to Note 7 – Debt in the accompanying condensed consolidated financial statements and Part I, “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Maturities” contained herein.
A decrease of 1% in market interest rates would result in a hypothetical increase in our derivative liability of approximately $25,013.$17,527.
The combined carrying amount of our debt is approximately $19,996 higher$89,003 lower than the fair value as of March 31, 2020.2021.
WeAs of March 31, 2021, we had $849,704 of variable rate debt, excluding $720,000$470,000 of variable rate debt that has been swapped to fixed rate debt and access to a variable rate revolving line of credit with an interest rate of 2.04%1.21% based upon LIBORon LIBOR; however, the revolving line of credit was not drawn as of March 31, 2020.2021. An increase in the variable interest rate on this debtthe revolving line of credit constitutes a market risk. If interest rates increase by 1% based on debt outstanding, there would be no change to interest expense as the revolving line of credit is undrawn as of March 31, 2020, interest expense would increase by approximately $8,497 on an annualized basis.2021.
We may use additional derivative financial instruments to hedge exposures to changes in interest rates. To the extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we generally are not exposed to the credit risk of the counterparty. We minimize credit risk in derivative instruments by entering into transactions with highly rated counterparties or with the same party providing the financing, with the right of offset.
When LIBOR is discontinued, the interest rate for certain of our debt instruments, including our unsecured credit facility term loan due 2021, unsecured credit facility revolving line of credit, Term Loan Due 2023, Term Loan Due 2024 and Term Loan Due 2026, and interest rate swap agreements that are indexed to LIBOR will be based on a replacement rate or an alternate base rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. We understand that LIBOR is expected to remain available through the endJune 30, 2023 and that banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021.
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Table of 2021.Contents

ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to the members of senior management and the board of directors.
Based on management’s evaluation as of March 31, 2020,2021, our Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, to allow timely decisions regarding required disclosure.
There were no changes to our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended March 31, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material effect on our condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such factors (including, without limitation, the matters discussed in Part I. “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to our risk factors during the three months ended March 31, 20202021 compared to those risk factors presented in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019:2020.
The current novel coronavirus (COVID-19) pandemic and measures intended to prevent its spread has caused, and could continue to cause, severe disruptions in the U.S., regional and global economies, and could materially and adversely impact our cash flow, financial condition and results of operations.
In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economy and has contributed to significant volatility and negative pressure in the financial markets. The global impact of the COVID-19 outbreak has been rapidly evolving and many U.S. states and cities, including where we own properties and/or have development sites, have imposed measures intended to control its spread, such as instituting “shelter-in-place” rules and restrictions on the types of businesses that may continue to operate and/or the types of construction projects that may continue. As a result of these measures, a number of our tenants have announced temporary closures of their stores or modifications of their operations and requested lease concessions. In addition, in response to macroeconomic conditions, we halted plans for vertical construction at our Carillon redevelopment and temporarily suspended future quarterly dividend payments. Furthermore, we withdrew guidance for 2020 and nearly fully drew on our $850,000 unsecured revolving line of credit to enhance our liquidity and provide maximum financial flexibility as the effects of the COVID-19 pandemic continue to evolve and impact the global financial markets.
The extent to which COVID-19 impacts our business, operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, actions taken to contain the pandemic or mitigate its impact, all of which could vary by geographic region in which our properties are located. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of COVID-19. Nevertheless, COVID-19 may materially adversely affect our cash flow, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019, including:
a complete or partial closure of, or a decrease in customer traffic at, one or more of our properties, which has and could continue to adversely affect our operations and those of our tenants;
reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which has caused and could continue to cause one or more of our tenants, including certain significant tenants, to be unable to meet their rent payment or other obligations to us in full, or at all, or to otherwise seek modifications of such obligations or declare bankruptcy;
decreases in consumer discretionary spending and consumer confidence during the pandemic, as well as a decrease in individuals’ willingness to frequent our properties once reopened as a result of the public health risks and social impacts of such outbreak, which could affect the ability of our properties to generate sufficient revenues to meet operating and other expenses in the short and long term;
inability to renew leases, lease vacant space or re-let space as leases expire on favorable terms, or at all, which could cause interruptions or delays in the receipt of rental payments or the non-receipt of rental payments;
state, local or industry-initiated efforts, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions, which may affect our ability to collect rent or enforce remedies for the failure to pay rent;
severe disruption and instability in the U.S. and global financial markets or deteriorations in credit and financing conditions, which may affect our ability to access capital on attractive terms or at all;

a reduction in cash flows, which could impact our ability to pay dividends to our stockholders;
our ability to remain in compliance with the financial covenants set forth in our unsecured credit agreement and other debt agreements, which non-compliance could result in a default and, potentially, an acceleration of such indebtedness;
a general decline in business activity and demand for real estate transactions, which could adversely affect the value of our portfolio and our ability or desire to make strategic acquisitions or dispositions;
disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis or at all, including as a result of restrictions on construction activity due to containment measures, which could cause delays in completing ongoing or future construction, expansion or redevelopment projects;
the potential negative impact on the health of our employees or the employees of our tenants, particularly if a significant number of our or their executive management team or key employees are impacted, which could result in a deterioration in our and our tenants’ ability to ensure business continuity during a disruption;
any inability to effectively manage our portfolio and operations while working remotely during the COVID-19 pandemic and for a time after such pandemic, which could adversely impact our business; and
the limited access to our facilities, management, tenants, support staff and professional advisors, which could decrease the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, increase our susceptibility to security breaches, or hamper our ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines.
There have been no other material changes to our risk factors during the three months ended March 31, 2020 compared to those risk factors presented in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)Not applicable.
(b)Not applicable.
(c)Issuer Purchases of Equity Securities
(a)Not applicable.
(b)Not applicable.
(c)Issuer Purchases of Equity Securities
The following table summarizes the number of shares of Class A common stock surrendered to the Company by employees to satisfy their tax withholding obligations in connection with the vesting of common stock and restricted shares for the specified periods and amounts outstanding under our common stock repurchase program:
PeriodTotal number
of shares of
Class A common
stock purchased		Average price
paid per share
of Class A
common stock		Total number of
shares purchased
as part of publicly
announced plans
or programs		Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
January 1, 2021 to January 31, 202135 $8.33 N/A$189,105 
February 1, 2021 to February 28, 202150 $9.78 N/A$189,105 
March 1, 2021 to March 31, 202144 $10.91 N/A$189,105 
Total129 $9.77 N/A$189,105 
(a)As disclosed on the Current Reports on Form 8-K dated December 15, 2015 and December 14, 2017, represents the amount outstanding under our $500,000 common stock repurchase program, which has no scheduled expiration date.
Period 
Total number
of shares of
Class A common
stock purchased
 
Average price
paid per share
of Class A
common stock
 
Total number of
shares purchased
as part of publicly
announced plans
or programs
 
Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
January 1, 2020 to January 31, 2020 34
 $13.07
 N/A $189,105
February 1, 2020 to February 29, 2020 55
 $12.53
 N/A $189,105
March 1, 2020 to March 31, 2020 30
 $10.47
 N/A $189,105
Total 119
 $12.16
 N/A $189,105
(a)As disclosed on the Current Reports on Form 8-K dated December 15, 2015 and December 14, 2017, this value represents the amount outstanding under our $500,000 common stock repurchase program, which has no scheduled expiration date.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
On May 4, 2020, following a reviewNone.
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Table of the covenants included in our unsecured debt agreements, we entered into (i) the First Amendment to our unsecured credit agreement, with KeyBank National Association, a national banking association, as administrative agent and certain lenders from time to time party thereto, as lenders, (ii) the Third Amendment to our term loan agreement governing the Term Loan Due 2023, with Capital One, National Association, a national banking association, as administrative agent and certain lenders from time to time party thereto, as lenders, and (iii) the First Amendment to our term loan agreement governing the Term Loan Due 2024 and Term Loan Due 2026, with KeyBank National Association, a national banking association, as administrative agent and certain lenders from time to time party thereto, as lenders.Contents
Each of the amendments changed the covenant calculation for the unencumbered interest coverage ratio to include operating results from the most recent four fiscal quarters. Prior to these amendments, the calculation only included operating results from the most recent fiscal quarter.
The foregoing summary is qualified in its entirety by reference to the copies of the amendments, which are filed with this report as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by reference.
ITEM 6. EXHIBITS
Exhibit No.Description
Exhibit No.31.1Description
10.1
First Amendment to Fifth Amended and Restated Agreement, dated as of May 4, 2020, by and among the Registrant as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties hereto, as Lenders (filed herewith).
10.2
Third Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among the Registrant as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties hereto, as Lenders (filed herewith).
10.3
First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among the Registrant as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties hereto, as Lenders (filed herewith).
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
31.2
Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
32.1
Certification of Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
101.SCHInline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith).

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RETAIL PROPERTIES OF AMERICA, INC.
By:/s/ STEVEN P. GRIMES
By:/s/ STEVEN P. GRIMES
Steven P. Grimes
Chief Executive Officer
(Principal Executive Officer)
Date:May 6, 20205, 2021
By:/s/ JULIE M. SWINEHART
Julie M. Swinehart
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date:May 6, 20205, 2021



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