UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K

(Mark One)

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

2020

OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9876

Weingarten Realty Investors

(Exact name of registrant as specified in its charter)

Texas

74-1464203

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2600 Citadel Plaza Drive, Suite 125

Houston,

Texas

77008

(Address of principal executive offices)

(Zip Code)

(713)

866-6000

Registrant’s telephone number, including area code


Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Shares of Beneficial Interest, $.03 par value

WRI

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesYesNo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesAct. YesNo

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. YesYesNo

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). YesYesNo

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 filer

Accelerated 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes. YesNo

The aggregate market value of the common shares of beneficial interest held by non-affiliates on June 28, 201930, 2020 (based upon the most recent closing sale price on the New York Stock Exchange as of such date of $27.42)$18.93) was $3.3$2.3 billion.

As of February 21, 2020,15, 2021, there were 128,961,786127,744,937 common shares of beneficial interest outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement relating to its Annual Meeting of Shareholders to be held on April 29, 202026, 2021 have been incorporated by reference to Part III of this Form 10-K.




TABLE OF CONTENTS

Item No.

Page
No.

PART I

1.

Business

1

1A.

Risk Factors

4

1B.

Unresolved Staff Comments

18

2.

Properties

19

3.

Legal Proceedings

24

4.

Mine Safety Disclosures

25

PART II

5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

25

6.

Reserved

27

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

7A.

Quantitative and Qualitative Disclosures About Market Risk

46

8.

Financial Statements and Supplementary Data

46

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

93

9A.

Controls and Procedures

93

9B.

Other Information

95

PART III

10.

Trust Managers, Executive Officers and Corporate Governance

95

11.

Executive Compensation

95

12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

95

13.

Certain Relationships and Related Transactions, and Trust Manager Independence

96

14.

Principal Accountant Fees and Services

96

PART IV

15.

Exhibits and Financial Statement Schedules

96

Signatures

103

Item No. 
Page
No.
   
  
   
1.
1A.
1B.
2.
3.
4.
   
  
   
5.
6.
7.
7A.
8.
9.
9A.
9B.
   
  
   
10.
11.
12.
13.
14.
   
  
   
15.
   
 


Table of Contents


Forward-Looking Statements

This annual report on Form 10-K, together with other statements and information publicly disseminated by us, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) disruptions in financial markets,markets; (ii) general and regional economic and local real estate conditions,conditions; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business,business; (iv) changes in consumer retail shopping patterns; (v) financing risks, such as the inability to obtain equity, debt, or other sources of financing on favorable terms and changes in LIBOR availability, (v)availability; (vi) changes in governmental laws and regulations, (vi)regulations; (vii) the level and volatility of interest rates, (vii)rates; (viii) the availability of suitable acquisition opportunities, (viii)opportunities; (ix) the ability to dispose of properties, (ix)properties; (x) changes in expected development activity, (x)activity; (xi) increases in operating costs, (xi)costs; (xii) tax matters, including the effect of changes in tax laws and the failure to qualify as a real estate investment trust, and (xii)trust; (xiii) technology system failures, disruptions or cybersecurity attacks; (xiv) investments through real estate joint ventures and partnerships, which involve risks not present in investments in which we are the sole investor.investor; and (xv) the impact of public health issues, such as the current novel coronavirus (“COVID-19”) pandemic, natural disasters or severe weather conditions. Accordingly, there is no assurance that our expectations will be realized. For further discussion of the factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see Item 1A. "Risk Factors.”

PART I

ITEM 1. Business

General Development of Business.    

Weingarten Realty Investors is a real estate investment trust (“REIT”) organized under the Texas Business Organizations Code. We, and our predecessor entity, began the ownership of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping centers we own or lease. These centers may include mixed-use properties that have both retail and residential components. We also provide property management services for which we charge fees to either joint ventures where we are partners or other outside owners.

We are in the business of owning, managing and developing retail shopping centers, which may include mixed-use properties that have both retail and residential components. At December 31, 2020, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 159 properties, which are located in 15 states spanning the country from coast to coast. The portfolio of properties contains approximately 30.2 million square feet of gross leasable area that is either owned by us or others. We also owned interests at December 31, 2020 in 22 parcels of land held for development that totaled approximately 11.5 million square feet.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for the year ended December 31, 20192020 for information on certain recent developments of the Company.Company, including the impact of the COVID-19 pandemic.

1

Narrative DescriptionTable of BusinessContents.    We are in the business of owning, managing and developing retail shopping centers. These centers may be mixed-use properties that have both retail and residential components. At December 31, 2019, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 170 properties, which are located in 16 states spanning the country from coast to coast. The portfolio of properties contains approximately 32.5 million square feet of gross leasable area that is either owned by us or others. We also owned interests in 23 parcels of land held for development that totaled approximately 11.9 million square feet.

Investment and Operating Strategy.    Strategy.   Our goal is to remain a leader in owning and operating top-tier neighborhood and community shopping centers in certain markets of the United States ("U.S."). We expect to achieve this goal by:

raising net asset value and cash flows through quality acquisitions, redevelopments and new developments;
focusing on core operating fundamentals through our decentralized operating platform built on local expertise in leasing and property management;
disciplined growth from strategic acquisitions, redevelopments and new developments;
disposition of assets that no longer meet our ownership criteria, in which proceeds may be recycled by repaying debt, purchasing new assets or reinvesting in currently owned assets or for other corporate purposes; and
commitment to maintaining a conservatively leveraged balance sheet, strong liquidity, a well-staggered debt maturity schedule and strong credit agency ratings.
raising net asset value and cash flows through quality acquisitions, redevelopments and new developments;
focusing on core operating fundamentals through our decentralized operating platform built on local expertise in leasing and property management;
disciplined growth from strategic acquisitions, redevelopments and new developments;
disposition of assets that no longer meet our ownership criteria, in which proceeds may be recycled by repaying debt, purchasing new assets or reinvesting in currently owned assets or for other corporate purposes; and
commitment to maintaining a conservatively leveraged balance sheet, strong liquidity, a well-staggered debt maturity schedule and strong credit agency ratings.

We may either purchase, develop or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership.

We may invest in mortgages; however, we have traditionally invested in first mortgages to real estate joint ventures or partnerships in which we own an equity interest or to obtain control over a real estate asset that we desire to own. We may also invest in securities of other issuers for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification.
In acquiring and developing properties, we attempt to accumulate enough properties in a geographic area to allow for the establishment of a regional office, which enables us to obtain in-depth knowledge of the market from a leasing perspective and to have easy access to the property and our tenants from a management viewpoint.

We expect to continue our focus on the future growth of the portfolio in neighborhood and community shopping centers in markets where we currently operate throughout the U.S. Our markets of interest reflect high income and job growth, as well as high barriers-to-entry. We are primarily located in the Sunbelt states, which due to favorable state tax and pro-business environments has resulted in a recent migration to this geography given the recent work from home policies adopted during the pandemic. Our attention is also focused on high quality, supermarket-anchored and necessity-based centers, which may include mixed-use properties containing this type of retail component in addition to a residential component.

In concentrating on these markets, we are able to obtain in-depth knowledge of the market from a leasing perspective and have easy access to the properties and our tenants from a management perspective.

Diversification from both a geographic and tenancy perspective is a critical component of our operating strategy. Our largest markets are located in California,Texas, Florida and Texas,California, which represent 10.0%30.2%, 21.4%22.9% and 31.8%10.7%, respectively, of our total properties'properties’ gross leasable area. Total revenues generated by our centers located in Houston and its surrounding areas was 20.0%20.6% of total revenue for the year ended December 31, 2019,2020, and an additional 9.3%9.8% of total revenue was generated in 20192020 from centers that are located in other parts of Texas. An additional 19.8%20.4% and 17.9%16.4% of total revenue was generated in 20192020 by our centers located in Florida and California, respectively. As of December 31, 2019,2020, we also had 2322 parcels of land held for development, fivefour of which were located in Houston and its surrounding areas and 10 of which were located in other parts of Texas. Because of our investments in Texas, including Houston and its surrounding areas, Florida and California, changes in economic or real estate conditions in any of these areas could more significantly affect our business and operations than changes in other geographic areas.

With respect to tenant diversification, our two largest tenants, The Kroger Co. and TJX Companies, Inc. and The Kroger Co., each accounted for 2.6% and 2.5%, respectively, of our total base minimum rental revenues for the year ended December 31, 2019.2020. No other tenant accounted for more than 1.8%2.0% of our total base minimum rental revenues. Our anchor tenants are supermarkets, value-oriented apparel/discount stores and other retailers or service providers who generally sell basic necessity-type goods and services. We believe the stability of our anchor tenants, combined with convenient locations, attractive and well-maintained properties, high quality retailers and a strong tenant mix, should ensure the long-term viability of our portfolio.

Strategically, we strive to finance our growth and working capital needs in a conservative manner, including managing our debt maturities. Our senior debt credit ratings were BBB with a projected stable outlook from Standard & Poors and Baa1 with a projected stable outlook from Moody’s Investor Services as of December 31, 2019.2020. We intend to maintain a conservative approach to managing our balance sheet, which, in turn, should permit us to raise debt or equity capital when needed. At December 31, 20192020 and 2018,2019, our debt to total assets before depreciation ratio was 34.3%35.9% and 36.4%34.3%, respectively.

2

We have a $200 million share repurchase plan under which we may repurchase common shares of beneficial interest ("common shares") from time-to-time in open-market or privately negotiated purchases based on management'smanagement’s evaluation of market conditions and other factors. As of the date of this filing, $181.5$149.4 million of common shares remained available to be repurchased under the plan.

Our policies with respect to the investment and operating strategies discussed above are periodically reviewed by our Board of Trust Managers and may be modified without a vote of our shareholders.

Corporate Responsibility.   Our goal is to remain a leader in owning and operating top-tier neighborhood shopping centers and mixed-use properties in certain markets of the United States. In pursuit of that goal, we incorporate corporate responsibility functions prevalently in our daily practices and consider it a duty to our associates, tenants, investors and the communities our properties reside in. Our programs focus on the environment, our people and governance.

We believe sustainability to be in the best interest of our tenants, investors, associates and the communities we serve. We are committed to reducing our environmental impact and believe this commitment is not only the right thing to do, but also supports us in achieving key strategic objectives in operations and development. Our sustainability initiatives include zeroscape landscaping, recycling and waste management; support at our centers and offices for alternative transportation options, including bike racks, electric vehicle charging stations and transportation stops; and utility and energy management.

Our associates are our greatest asset and are critical to achieving our initiatives and strategies. At December 31, 2020, we employed 243 full-time associates. A knowledgeable and skilled workforce drives our business with an average tenure for full time employees at 13 years for 2020. Having a diversified workforce is important to us as is indicative in our hiring practices. During 2020, 64.9% and 48.6% of our new hires represented females and minorities, respectively. During 2020, our associates received an average merit increase of 2.9% based on their 2019 performance. Additionally, we offer our associates a comprehensive benefits package, continuing education and tuition reimbursement, as well as, recognition awards. Associate development is essential to professional growth and tenure, which is funded by us and provided through Company sponsored programs, as well as through third party training and professional continuing education. Our wellness program is available to all associates and designed with their well-being in mind to develop both personally and professionally. Our wellness program targets an active life style, nutrition, physical and mental health, personal finances and community and charitable events. During 2020, our associates logged over 1,500 hours of volunteer work despite the limitations imposed by the pandemic.

We pride ourselves on having a long standing reputation for exhibiting the highest ethical standards which provide the foundation upon which we have conducted our business for over 70 years. These standards are reinforced through the governance-related charters and polices that guide our Board of Trust Managers, officers and associates. As custodians for our shareholders, we are committed to practicing at the highest level of corporate governance which embraces elevated principles of integrity and transparency to meet our financial, operational and strategic objectives to achieve long-term sustainability and shareholders’ value. We have adopted a Corporate code of conduct and ethics that requires our Board of Trust Managers, officers, associates and other representatives to adhere to higher than required standards. This is reinforced by mandatory training, which not only addresses and reinforces our code of conduct and ethics but also incorporates the topics of diversity and harassment. Associates are provided several means of reporting any violations, including our whistle blower hotline designed to provide caller confidentiality.

More information about our corporate responsibility strategy, goals and performance is available on our website at www.weingarten.com. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

3

Competition.   We compete with numerous other developers and real estate companies (both public and private), financial institutions and other investors engaged in the development, acquisition and operation of shopping centers and mixed-use properties in our geographical areas. This results in competition for the acquisition of both existing income-producing properties and prime development sites.


We also compete for tenants to occupy the space that is developed, acquired and managed by our competitors. The principal competitive factors in attracting tenants to our properties are location, price, anchor tenants and maintenance of properties. We believe our key competitive advantages include the favorable locations of our properties, the strong demographics surrounding our centers, knowledge of markets and customer bases, our ability to provide a retailer with multiple locations with quality anchor tenants and the practice of continuous maintenance and renovation of our properties.

Qualification as a Real Estate Investment Trust.Trust.   As of December 31, 2019,2020, we met the qualification requirements of a REIT under the Internal Revenue Code, as amended. As a result, we will not be subject to federal income tax to the extent we meet certain requirements of the Internal Revenue Code, with the exception of our taxable REIT subsidiary.

Employees.    At December 31, 2019, we employed 239 full-time persons; our

Location.   Our principal executive offices are located at 2600 Citadel Plaza Drive, Houston, Texas 77008; and our phone number is (713) 866-6000. We also have nine regional offices located in various parts of the U.S. Management considers its relations with their personnel to be good.

Sustainability.    We believe sustainability to be in the best interest of our tenants, investors, employees and the communities we operate. We are committed to reducing our environmental impact and believe this commitment is not only the right thing to do, but also supports us in achieving key strategic objectives in operations and development. More information about our sustainability initiatives, performance and disclosures are available on our website at www.weingarten.com

Governmental Regulation.

Environmental Exposure.   We are under various federal, state and local laws, ordinances and regulations that may cause us to be liable for costs and damages to remove or remediate certain hazardous or toxic substances as an operator and owner of real estate. For further information regarding our risks related to environmental exposure, see Item 1A. "Risk Factors."

Company Website and SEC Filings.   Our website may be accessed at www.weingarten.com. We use the Investors section of our website as a channel for routine distribution of important information, including news releases, analyst presentations and financial information. All of our filings with the Securities and Exchange Commission ("SEC") can be accessed, and we post filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, our proxy statements and any amendments to those reports or statements. All such postings and filings are available on our website free of charge. You may also view any materials we file with the SEC at the SEC’s Internet site at www.sec.gov.

Financial Information.   Additional financial information concerning us is included in the Consolidated Financial Statements located in Item 8 herein.

ITEM 1A. Risk Factors

The risks described below could materially and adversely affect our shareholders and our results of operations, financial condition, liquidity and cash flows. In addition to these risks, our operations may also be affected by additional factors not presently known or that we currently consider immaterial to our operations.

4

Pandemic Related Factors:

The outbreak of the COVID-19 pandemic and related government, private sector and individual consumer responses, and recent fluctuations in energy prices, has affected and may continue to adversely affect our business operations, employee availability, financial performance, liquidity and cash flow for an unknown period of time.

The outbreak of COVID-19 has been declared a pandemic by the World Health Organization and has spread throughout the world, including the U.S. Related government and private sector responsive actions may adversely affect our operations and have adversely affected the operations of our tenants. It is impossible to predict the length, effect or ultimate impact of this pandemic, as the situation continues to evolve. The COVID-19 pandemic has disrupted many of our tenants’ operations primarily due to mandated non-essential business shut downs and consumer/employee stay-at-home provisions. Retailers continue to seek ways to engage the customer by utilizing on-line ordering and curbside pick-up or delivery; however, there has clearly been an acceleration of e-commerce during the pandemic that has adversely affected some of our tenants. Current and continued disruptions to our tenants’ operations have had and may continue to have a material adverse impact on our financial performance, liquidity and cash flows if tenants do not make their rental payments when due for a lengthy period of time.

In early 2020, there were significant fluctuations in the price of oil and natural gas resulting, at least in part, from the collapse in the global demand for oil from the COVID-19 induced closure of non-essential businesses, consumer/employee stay-at-home provisions and the near-elimination of airline and other non-essential travel worldwide, and related supply glut. A prolonged collapse in energy prices increases the levels and unpredictability of losses of employment and general business activity, which could further negatively impact the operations of our tenants located throughout Texas, including the city of Houston, where we have a concentration of properties.

In December 2020, the U.S. Food and Drug Administration issued Emergency Use Authorizations for two COVID-19 vaccines. It is unknown when these vaccinations or other treatments for COVID-19 will become widely available and if they will be effective. The COVID-19 pandemic and related economic impact has and may continue to adversely affect lease extensions or renewals, as well as increase the number of store closings and tenant bankruptcies, all of which could also have a material adverse impact on our financial performance, liquidity and cash flows. Also, even after the COVID-19 pandemic subsides, the U.S. economy may continue to experience a recession which could adversely impact our tenants and our financial performance, liquidity and cash flows.

As a result of COVID-19, most of our personnel are currently working remotely, and it is possible this could have a negative impact on the execution of our business plans and operations. If a natural disaster, power outage, connectivity issues or other events occur that impact our employees’ ability to work remotely, it may be difficult for us to continue our business for a substantial period of time. The increase in remote working may also result in consumer privacy, IT security and fraud concerns.

The impact of COVID-19 may also affect our development and redevelopment plans over the next few years resulting in possible delays or higher costs for both labor and materials. Our ability to acquire new centers or dispose of centers could also be impacted due to market and liquidity issues. These disruptions to our growth and liquidity plans may negatively impact our financial performance and slow future growth.

5

The uncertainty around the duration of the business disruptions and the extent of the spread of the virus has and continues to adversely impact the national economy and negatively impact consumer spending. Any of these outcomes could have a material adverse impact on our business, financial condition, operating results and ability to execute and capitalize on our strategies. The full extent of the impact on our operations and financial performance of the COVID-19 pandemic and fluctuations in energy prices depends on future developments that are uncertain and unpredictable, including, among others, their duration and impact on employment and capital and financial markets, federal and state actions on businesses, taxes and consumers, the reactions to new information that may emerge concerning the virus and actions to contain it, and any negative impact on consumer demand for the goods and services of our tenants. Management’s estimates of the impact on our business are sensitive to change, and current estimates may not prove to be accurate due to, among other factors, the uncertainties described above. In addition, many of the other risk factors described within this Form 10-K may be more likely to impact us as a result of the COVID-19 pandemic and the responses to curb its spread or fluctuations in energy prices.

Industry Related Factors:

The economic performance and value of our shopping centers depend on many factors, each of which could have an adverse impact on our cash flows and operating results.

The economic performance and value of our properties can be affected by many factors, including the following:

Risks associated with the COVID-19 pandemic or fluctuations in energy prices, as discussed above;
Changes in the national, regional and local economic climate;
Changes in existing laws and regulations, including environmental regulatory requirements including, but not limited to, legislation on global warming, trade reform, health care reform, employment laws and immigration laws;
Local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
The attractiveness of the properties to tenants;
Competition from other available space;
Competition for our tenants from Internet sales and shifts in consumer shopping patterns;
Our tenants’ ability to anticipate or revise their marketing and/or sales approach to meet changes in consumer shopping patterns;
The ongoing disruption and/or consolidation of the retail sector;
Our ability to provide adequate management services and to maintain our properties;
Increased operating costs, if these costs cannot be passed through to tenants;
The cost of periodically renovating, repairing and releasing spaces;
The consequences of any armed conflict involving, or terrorist attack against, the U.S.;
Our ability to secure adequate insurance;
Fluctuations in interest rates;
Changes in real estate taxes and other expenses; and
Availability of financing on acceptable terms or at all.

6

Our properties consist primarily of neighborhood and community shopping centers and, therefore, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and could in the future be adversely affected by weakness in the national, regional and local economies where our properties are located, the adverse financial condition of some large retail companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through the Internet. To the extent that any of these conditions exist, they are likely to affect market rents for retail space. In addition, we may face challenges in the management and maintenance of the properties or encounter increased operating costs, such as real estate taxes, insurance and utilities, which may make our properties unattractive to tenants. A significant decrease in rental revenue and an inability to replace such revenues may adversely affect our profitability, the ability to meet debt and other financial obligations and pay dividends to shareholders.

Adverse effects resulting from a shift in retail shopping from brick and mortar stores to online shopping may impact our operating results.

Online sales for many retailers has become a fundamental part of their business in addition to operating brick and mortar stores. Additionally, online sales from companies without physical stores has increased significantly. Although many of the retailers operating in our properties sell groceries, value-oriented apparel and other necessity-based type goods or provide services, including entertainment and dining, the shift to online shopping may cause certain of our tenants to reduce the size or number of their retail locations in the future. As a result, this could negatively affect our ability to lease space and our operating results.

We face significant competition in the leasing market, which may decrease or prevent increases in the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of retail properties, many of which own properties similar to, and in the same market sectors as, our properties. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants, or we may be forced to reduce rental rates in order to attract new tenants and retain existing tenants when their leases expire.

Also, if our competitors develop additional retail properties in locations near our properties, there may be increased competition for customer traffic and creditworthy tenants, which may result in fewer tenants or decreased cash flows from tenants, or both, and may require us to make capital improvements to properties that we would not have otherwise made. Our tenants also face increasing competition from other forms of marketing of goods, such as direct mail and Internet marketing, which may decrease cash flow from such tenants. As a result, our financial condition and our ability to pay dividends to our shareholders may be adversely affected.

Adverse effects on the success and stability of our anchor tenants, could lead to reductions of rental income.

Our rental income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency of, any anchor store or anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations or reductions in rent from other tenants, whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Furthermore, tenant demand for certain of our anchor spaces may decrease, and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces, which could have a negative impact to our rental income.

7

Real estate property investments are illiquid, and therefore, we may not be able to dispose of properties when desirable or on favorable terms.

Real estate property investments generally cannot be disposed of quickly. In addition, the Internal Revenue Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Therefore, we may not be able to quickly vary our portfolio in response to economic or other conditions promptly or on favorable terms, which could cause us to incur extended losses and reduce our cash flows and adversely affect dividends paid to shareholders.

Real Estate Investments and Operations Factors:

We have properties that are geographically concentrated, and adverse economic or other conditions in that area could have a material adverse effect on us.

We are particularly susceptible to adverse economic or other conditions in markets where our properties are concentrated, including California, Florida and Texas. These adverse conditions include increases in unemployment, industry slowdowns, including declining energy prices, business layoffs or downsizing, decreases in consumer confidence, relocations of businesses, changes in demographics, increases in real estate and other taxes, increases in regulations, pandemics, severe weather conditions and natural disasters, any of which could have an increased material adverse effect on us than if our portfolio was more geographically diverse.

Our real estate assets may be subject to impairment charges.

Periodically, we assess whether there are any indicators that the value of our real estate assets, including any capitalized costs and any identifiable intangible assets, may be impaired. A property’s value is impaired only if the estimate of the aggregate future undiscounted cash flows without interest charges to be generated by the property are less than the carrying value of the property. In estimating cash flows, we consider factors such as expected future income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development/redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. If market conditions deteriorate or management’s plans for certain properties change, additional write-downs could be required in the future, and any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

Our development, redevelopment and construction activities could adversely affect our operating results.

We intend to continue the selective development, redevelopment and construction of retail and/or mixed-use properties in accordance with our development and underwriting policies as opportunities arise. Our development, redevelopment and construction activities include risks that:

We may abandon development opportunities after expending resources to determine feasibility;
Construction costs of a project may exceed our original estimates;
Occupancy rates and rents at a newly completed or redeveloped property may not be sufficient to make the property profitable;
Rental rates could be less than projected;

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Delivery of multi-family units into uncertain residential environments may result in lower rents, sale price or take longer periods of time to reach economic stabilization;
Project completion may be delayed because of a number of factors, including weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, adverse economic conditions, acts of terror or other acts of violence, or acts of God (such as pandemics, fires, earthquakes or floods);
Financing may not be available to us on favorable terms for development or redevelopment of a property; and
We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs.

Additionally, the time frame required for development, redevelopment, construction and lease-up of these properties means that we may have to wait years for a significant cash return. If any of the above events occur, the development and redevelopment of properties may hinder our growth and have an adverse effect on our results of operations, including additional impairment charges. Also, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management.

Our acquisition activities may not produce the cash flows that we expect and may be limited by competitive pressures or other factors.

We intend to acquire existing commercial properties to the extent that suitable acquisitions can be made on advantageous terms. Acquisitions of commercial properties involve risks such as:

We may have difficulty identifying acquisition opportunities that fit our investment strategy;
Our estimates on expected occupancy and rental rates may differ from actual conditions;
Our estimates of the costs of any redevelopment or repositioning of acquired properties may prove to be inaccurate;
We may be unable to operate successfully in new markets where acquired properties are located, due to a lack of market knowledge or understanding of local economies;
We may be unable to successfully integrate new properties into our existing operations; or
We may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy.

In addition, we may not be in a position or have the opportunity in the future to make suitable property acquisitions on advantageous terms due to competition for such properties with others engaged in real estate investment. Our inability to successfully acquire new properties may have an adverse effect on our results of operations.

There is a lack of operating history with respect to any recent acquisitions and redevelopment or development of properties, and we may not succeed in the integration or management of additional properties.

These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. We also may not have the experience in developing and managing mixed-use properties and may need to rely on external resources which may not perform as we expected. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate any new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties. Also, newly acquired properties may not perform as expected.

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Real estate property investments are illiquid, and therefore, we may not be able to dispose of properties when desirable or on favorable terms.

Real estate property investments generally cannot be disposed of quickly. In addition, the Internal Revenue Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Therefore, we may not be able to quickly vary our portfolio in response to economic or other conditions promptly or on favorable terms, which could cause us to incur extended losses and reduce our cash flows and adversely affect dividends paid to shareholders.

An uninsured loss or a loss that exceeds the policies on our properties could subject us to lost capital or revenue on those properties.

Under the terms and conditions of the leases currently in force on our properties, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from our negligence or intentional misconduct or that of our agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and tenant’s property damage insurance policies. We have obtained comprehensive liability, casualty, property, flood, earthquake, environmental and rental loss insurance policies on our properties. All of these policies may involve substantial deductibles and certain exclusions. In addition, we cannot assure the shareholders that the tenants will properly maintain their insurance policies or have the ability to pay the deductibles. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition, as well as our ability to pay dividends to the shareholders.

Natural disasters and severe weather conditions could have an adverse effect on our cash flow and operating results.

Changing weather patterns and climatic conditions, such as global warming, may have added to the unpredictability and frequency of natural disasters in some parts of the world and created additional uncertainty as to future trends and exposures. Our operations are located in many areas that have experienced and may in the future experience natural disasters and severe weather conditions such as hurricanes, tornadoes, earthquakes, droughts, floods and fires. The occurrence of natural disasters or severe weather conditions can delay new development and redevelopment projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs, and negatively impact the tenant demand for lease space. Additionally, these weather conditions may also disrupt our tenants’ businesses, which could affect the ability of some tenants to pay rent and may reduce the willingness of tenants to remain in or move to the affected area. Intense weather conditions during the last decade, among other factors, have caused our cost of property insurance to increase significantly. If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from these events, our earnings, liquidity or capital resources could be adversely affected.

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Debt and Capital Funding Factors:

Reduction of rental income would adversely affect our profitability, our ability to meet our debt obligations and our ability to pay dividends to our shareholders.

The substantial majority of our income is derived from rental income from real property. As a result, our performance depends on our ability to collect rent from tenants. Our income and funds to pay dividends would be negatively affected if a significant number of our tenants, or any of our major tenants (as discussed in more detail below):

Delay lease commencements;
Decline to extend or renew leases upon expiration;
Fail to make rental payments when due; or
Close stores or declare bankruptcy.

Any of these actions could result in the termination of the tenants’ lease and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in the same shopping center under the terms of some leases. In these events, we cannot be sure that any tenant whose lease expires will renew that lease or that we will be able to re-lease space on economically advantageous terms. Furthermore, certain costs remain fixed even though a property may not be fully occupied. The loss of rental revenues from a number of our tenants and our inability to replace such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability, our ability to meet debt and other financial obligations and our ability to pay dividends to the shareholders.

Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

We are generally subject to risks associated with debt financing. These risks include:

Our cash flow may not satisfy required payments of principal and interest;
We may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt;
Required debt payments are not reduced if the economic performance of any property declines;
Debt service obligations could reduce funds available for dividends to our shareholders and funds available for capital investment;
Any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and
The risk that capital expenditures necessary for purposes such as re-leasing space cannot be financed on favorable terms.

If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks can place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

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We may be adversely affected by changes in London Interbank Offered Rate (“LIBOR”) reporting practices or the method in which LIBOR is determined.

As of December 31, 2020, we had $40 million outstanding debt on our $500 million unsecured revolving credit facility, expiring in March 2024, which bears interest at a floating rate based on the LIBOR plus an applicable margin. We may incur additional debt indexed to LIBOR in the future. Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. The Financial Conduct Authority that regulates LIBOR previously announced its intent to stop compelling banks to submit rates for the calculation of LIBOR after 2021, and the administrator of LIBOR announced its intention to cease the publication of the one week and two month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. Accordingly, there is considerable uncertainty regarding the publication of such rates beyond these dates.

Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR (“USD-LIBOR”). The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice in the U.S. as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR. We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement. If LIBOR ceases to exist, we will need to agree upon a benchmark replacement index with our lenders under LIBOR-based loans, and as such the interest rate on our revolving credit facility and certain secured debt may change. The new rate may not be as favorable as those in effect prior to any LIBOR phase-out. Furthermore, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR. Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear and may span several reporting periods, these changes may have a material adverse impact on the availability of financing, including LIBOR-based loans, and on our financing costs.

Rising interest rates could increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for dividends to our shareholders, and decrease our share price, if investors seek higher yields through other investments.

We have indebtedness with interest rates that vary depending on market indices. Also, our credit facilities bear interest at variable rates. We may incur variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase our interest expense, which would negatively affect net income and cash available for payment of our debt obligations and dividends to shareholders. In addition, an increase in interest rates could adversely affect the market value of our outstanding debt, as well as increase the cost of refinancing and the issuance of new debt or securities. An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our shares. One of the factors which may influence the price of our shares in public markets is the annual dividend rate we pay as compared with the yields on alternative investments.

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Our financial condition could be adversely affected by financial covenants.

Our credit facilities and public debt indentures under which our indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur secured and unsecured indebtedness, restrictions on our ability to sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants could limit our ability to obtain additional funds needed to address cash shortfalls or pursue growth opportunities or transactions that would provide substantial return to our shareholders. In addition, a breach of these covenants could cause a default under or accelerate some or all of our indebtedness, which could have a material adverse effect on our financial condition.

Turmoil in capital markets could adversely impact acquisition activities and pricing of real estate assets.

Volatility in the capital markets could impact the availability of debt financing due to numerous factors, including the tightening of underwriting standards by lenders and credit rating agencies. These factors directly affect a lender’s ability to provide debt financing as well as increase the cost of available debt financing. As a result, we may not be able to obtain debt financing on favorable terms or at all. This may result in future acquisitions generating lower overall economic returns, which may adversely affect our results of operations and dividends paid to shareholders. Furthermore, any turmoil in the capital markets could adversely impact the overall amount of capital available to invest in real estate, which may result in price or value decreases of real estate assets.

Credit ratings may not reflect all the risks of an investment in our debt or equity securities and rating changes could adversely affect our revolving credit facility.

Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt. Credit ratings may be revised or withdrawn at any time by the rating agency at its sole discretion. Additionally, our revolving credit facility fees are based on our credit ratings. We do not undertake any obligation to maintain the ratings or to advise holders of our debt of any change in ratings. Each agency’s rating should be evaluated independently of any other agency’s rating.

There can be no assurance that we will be able to maintain our current credit ratings. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and could significantly reduce the market price of our publicly-traded securities.

Investments with Partnerships and Joint Ventures Factors:

Property ownership through real estate partnerships and joint ventures could limit our control of those investments and reduce our expected return.

Real estate partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, that our partner or co-venturer might at any time have different interests or goals than us, and that our partner or co-venturer may take action contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments could include impasse on decisions, such as a sale or refinance, because neither our partner or co-venturer nor we would have full control over the partnership or joint venture. These factors could limit the return that we receive from those investments or cause our cash flows to be lower than our estimates.

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Volatility in market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control or the liquidation plans of its underlying properties.

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

Federal Income Tax Factors:

If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability.

We intend to operate in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires us to satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Internal Revenue Code, for which there are a limited number of judicial or administrative interpretations. Our status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within our control. Accordingly, it is not certain we will be able to qualify and remain qualified as a REIT for U.S. federal income tax purposes. Even a technical or inadvertent violation of the REIT requirements could jeopardize our REIT qualification. If we fail to qualify as a REIT in any tax year, then:

We would be taxed as a regular domestic corporation, which, among other things, means that we would be unable to deduct dividends paid to our shareholders in computing our taxable income and would be subject to U.S. federal income tax on our taxable income at regular corporate rates;
Any resulting tax liability could be substantial and would reduce the amount of cash available for dividends to shareholders, and could force us to liquidate assets or take other actions that could have a detrimental effect on our operating results; and
Unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost our qualification, and our cash available for dividends to our shareholders would, therefore, be reduced for each of the years in which we do not qualify as a REIT.

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. We may also be subject to certain U.S. federal, state and local taxes on our income and property either directly or at the level of our subsidiaries. Any of these taxes would decrease cash available for dividends to our shareholders.

Tax laws have changed and may continue to change at any time, and any such legislative or other actions could have a negative effect on us.

Tax laws remain under constant review by persons involved in the legislative process, at the Internal Revenue Service ("IRS") and the U.S. Department of the Treasury, and by various state and local tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us in a number of ways, including making it more difficult or more costly for us to qualify as a REIT or decreasing real estate values generally.

We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to us or our shareholders may be further changed.

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Compliance with REIT requirements may negatively affect our operating decisions.

To maintain our status as a REIT for U.S. federal income tax purposes, we must meet certain requirements, on an ongoing basis, including requirements regarding our sources of income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our common shares. We may also be required to pay dividends to our shareholders when we do not have funds readily available for distribution or at times when our funds are otherwise needed to fund capital expenditures or debt service obligations.

As a REIT, we must distribute at least 90% of our annual net taxable income (excluding net capital gains) to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our net taxable income may be greater than our cash flow available for distribution to our shareholders. If we do not have other funds available in these situations, we could be required to borrow funds, sell a portion of our securities at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements.

Corporate Related Factors:

Loss of our key personnel could adversely affect the value of our common shares and operations.

We are dependent on the efforts of our key executive personnel, none of which have employment contracts with us. A significant number of persons in our management group are eligible for retirement. Although we believe qualified replacements could be found for these key executives and other members of our management group, the loss of their services could adversely affect the value of our common shares and operations.

Our declaration of trust contains certain limitations that make removal of our Trust Managers difficult, which could limit our shareholders ability to effect changes to our management.

Our declaration of trust provides that a Trust Manager may only be removed for cause upon the affirmative vote of holders of two-thirds of the total votes authorized to be cast by shares outstanding and entitled to be voted. Vacancies may be filled by either a majority of the remaining Trust Managers or elected by the vote of holders of at least two-thirds of the outstanding shares at the Annual Meeting or a special meeting of the shareholders. These requirements provide limitations to make changes in our management by removing and replacing Trust Managers and may prevent a change of control that is in the best interests of our shareholders.

We could be subject to litigation that may negatively impact our cash flows, financial condition and results of operations.

From time to time, we may be a defendant in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. We could experience a negative impact to our cash flows, financial condition and results of operations due to an unfavorable outcome.

Additionally, all of our properties are required to comply with certain laws and governmental rules and regulations, including the Americans with Disabilities Act, fire and safety regulations, building codes and other land use regulations, as they may be in effect or adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could have a material adverse effect on our ability to meet the financial obligations and pay dividends to our shareholders.

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Heightened focus on corporate responsibility and sustainability may impose additional costs and expose us to new risks.

As corporate responsibility and sustainability awareness heightens, specifically as it relates to environmental, social and governance matters (“ESG”), our shareholders, tenants, associates and business partners may incorporate these matters when deciding on their future business and investment strategies. There is a growing demand for information and measurements in this field. As these measurements and demands increase and evolve, they could negatively impact us if we cannot meet them which may result in adverse effects on the price of our shares and our business, financial condition and results of operations, including increased capital expenditures and/or increased operating expenses.

We may be subject to liability under environmental laws, ordinances and regulations.

Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or have arranged for the disposal or treatment of hazardous or toxic substances. As a result, we may become liable for the costs of disposal or treatment of hazardous or toxic substances released on or in our property. We may also be liable for certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). We may incur such liability whether or not we knew of, or were responsible for, the presence of such hazardous or toxic substances.

Our business and operations would suffer in the event of system failures.

Despite the implementation of security measures and the existence of a disaster recovery and business continuity plans for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions.

We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.

Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. In addition to our own information technology systems, third parties have been engaged to provide information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions. While we and such third parties employ a number of measures to prevent, detect and mitigate these threats including a defense in depth strategy of firewalls, intrusion sensors, malware detection, password protection, backup servers, user training and periodic penetration testing, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third-party vendors and disrupt and affect the efficiency of our business operations.

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Investments in Securities and Security Ownership Factors:

Disruptions in the financial markets could affect our liquidity and have other adverse effects on us and the market price of our common shares of beneficial interest.

The U.S. and global equity and credit markets may experience significant price volatility, dislocations and liquidity disruptions, which could cause market prices of many stocks to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances could materially impact liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases result in the unavailability of certain types of financing. Uncertainties in the equity and credit markets may negatively impact our ability to access additional financing at reasonable terms or at all, which may negatively affect our ability to complete dispositions, form joint ventures or refinance our debt. A prolonged downturn in the equity or credit markets could cause us to seek alternative sources of potentially less attractive financing, and require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of our common shares or preferred shares. These disruptions in the financial markets also may have a material adverse effect on the market value of our common shares and other adverse effects on us or the economy generally. There can be no assurances that government responses to any disruptions in the financial markets would restore consumer confidence, maintain stabilized markets or provide the availability of equity or credit financing.


Among the market conditions that may affect the value of our common shares and access to the capital markets are the following:

The attractiveness of REIT securities as compared to other securities, including securities issued by other real estate companies, fixed income equity securities and debt securities;
Changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
The degree of interest held by institutional investors;
The market’s perception of the quality of our assets and our growth potential in general and specifically as it relates to retail real estate companies;
The ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms;
Our ability to re-lease space as leases expire;
Our ability to refinance our indebtedness as it matures;
Actual or anticipated quarterly fluctuations in our operating results and financial condition;
Any changes in our dividend policy;
Any future issuances of equity securities;
Strategic actions by us or our competitors, such as acquisitions or restructurings;
General market conditions and, in particular, developments related to market conditions for the real estate industry; and
Domestic and international economic and political factors unrelated to our performance.
The attractiveness of REIT securities as compared to other securities, including securities issued by other real estate companies, fixed income equity securities and debt securities;
Changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;
The degree of interest held by institutional investors;
The market's perception of the quality of our assets and our growth potential;
The ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms;
Our ability to re-lease space as leases expire;
Our ability to refinance our indebtedness as it matures;
Actual or anticipated quarterly fluctuations in our operating results and financial condition;
Any changes in our dividend policy;
Any future issuances of equity securities;
Strategic actions by us or our competitors, such as acquisitions or restructurings;
General market conditions and, in particular, developments related to market conditions for the real estate industry; and
Domestic and international economic and political factors unrelated to our performance.

The volatility in the stock market can create price and volume fluctuations that may not necessarily be comparable to operating performance.

The economic performance and value

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The economic performance and value of our properties can be affected by many factors, including the following:
Changes in the national, regional and local economic climate;
Changes in existing laws and regulations, including environmental regulatory requirements including, but not limited to, legislation on global warming, trade reform, health care reform, employment laws and immigration laws;
Local conditions such as an oversupply of space or a reduction in demand for real estate in the area;
The attractiveness of the properties to tenants;
Competition from other available space;
Competition for our tenants from Internet sales and shifts in consumer shopping patterns;
Our tenant's ability to anticipate or revise their marketing and/or sales approach to meet changes in consumer shopping patterns;
The ongoing disruption and/or consolidation of the retail sector;
Our ability to provide adequate management services and to maintain our properties;
Increased operating costs, if these costs cannot be passed through to tenants;
The cost of periodically renovating, repairing and releasing spaces;
The consequences of any armed conflict involving, or terrorist attack against, the U.S.;
Our ability to secure adequate insurance;
Fluctuations in interest rates;
Changes in real estate taxes and other expenses; and

Availability of financing on acceptable terms or at all.
Our properties consist primarily of neighborhood and community shopping centers and, therefore, our performance is linked to general economic conditions in the market for retail space. The market for retail space has been and could in the future be adversely affected by weakness in the national, regional and local economies where our properties are located, the adverse financial condition of some large retail companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing consumer purchases through the Internet. To the extent that any of these conditions exist, they are likely to affect market rents for retail space. In addition, we may face challenges in the management and maintenance of the properties or encounter increased operating costs, such as real estate taxes, insurance and utilities, which may make our properties unattractive to tenants. A significant decrease in rental revenue and an inability to replace such revenues may adversely affect our profitability, the ability to meet debt and other financial obligations and pay dividends to shareholders.
We have properties that are geographically concentrated, and adverse economic or other conditions in that area could have a material adverse effect on us.
We are particularly susceptible to adverse economic or other conditions in markets where our properties are concentrated, including California, Florida and Texas. These adverse conditions include increases in unemployment, industry slowdowns, including declining oil prices, business layoffs or downsizing, decreases in consumer confidence, relocations of businesses, changes in demographics, increases in real estate and other taxes, increases in regulations, severe weather conditions and natural disasters, any of which could have an increased material adverse effect on us than if our portfolio was more geographically diverse.
Our acquisition activities may not produce the cash flows that we expect and may be limited by competitive pressures or other factors.
We intend to acquire existing commercial properties to the extent that suitable acquisitions can be made on advantageous terms. Acquisitions of commercial properties involve risks such as:
We may have difficulty identifying acquisition opportunities that fit our investment strategy;
Our estimates on expected occupancy and rental rates may differ from actual conditions;
Our estimates of the costs of any redevelopment or repositioning of acquired properties may prove to be inaccurate;
We may be unable to operate successfully in new markets where acquired properties are located, due to a lack of market knowledge or understanding of local economies;
We may be unable to successfully integrate new properties into our existing operations; or
We may have difficulty obtaining financing on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy.
In addition, we may not be in a position or have the opportunity in the future to make suitable property acquisitions on advantageous terms due to competition for such properties with others engaged in real estate investment. Our inability to successfully acquire new properties may have an adverse effect on our results of operations.
Turmoil in capital markets could adversely impact acquisition activities and pricing of real estate assets.
Volatility in the capital markets could impact the availability of debt financing due to numerous factors, including the tightening of underwriting standards by lenders and credit rating agencies. These factors directly affect a lender’s ability to provide debt financing as well as increase the cost of available debt financing. As a result, we may not be able to obtain debt financing on favorable terms or at all. This may result in future acquisitions generating lower overall economic returns, which may adversely affect our results of operations and dividends paid to shareholders. Furthermore, any turmoil in the capital markets could adversely impact the overall amount of capital available to invest in real estate, which may result in price or value decreases of real estate assets.

Our real estate assets may be subject to impairment charges.
Periodically, we assess whether there are any indicators that the value of our real estate assets, including any capitalized costs and any identifiable intangible assets, may be impaired. A property's value is impaired only if the estimate of the aggregate future undiscounted cash flows without interest charges to be generated by the property are less than the carrying value of the property. In estimating cash flows, we consider factors such as expected future income, trends and prospects, the effects of demand, competition and other factors. If we are evaluating the potential sale of an asset or development/redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. If market conditions deteriorate or management’s plans for certain properties change, additional write-downs could be required in the future, and any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.
Reduction of rental income would adversely affect our profitability, our ability to meet our debt obligations and our ability to pay dividends to our shareholders.
The substantial majority of our income is derived from rental income from real property. As a result, our performance depends on our ability to collect rent from tenants. Our income and funds to pay dividends would be negatively affected if a significant number of our tenants, or any of our major tenants (as discussed in more detail below):
Delay lease commencements;
Decline to extend or renew leases upon expiration;
Fail to make rental payments when due; or
Close stores or declare bankruptcy.
Any of these actions could result in the termination of the tenants’ lease and the loss of rental income attributable to the terminated leases. In addition, lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other tenants in the same shopping center under the terms of some leases. In these events, we cannot be sure that any tenant whose lease expires will renew that lease or that we will be able to re-lease space on economically advantageous terms. Furthermore, certain costs remain fixed even though a property may not be fully occupied. The loss of rental revenues from a number of our tenants and our inability to replace such tenants, particularly in the case of a substantial tenant with leases in multiple locations, may adversely affect our profitability, our ability to meet debt and other financial obligations and our ability to pay dividends to the shareholders.
Adverse effects on the success and stability of our anchor tenants, could lead to reductions of rental income.
Our rental income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency of, any anchor store or anchor tenant. Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at a property could adversely affect that property and result in lease terminations or reductions in rent from other tenants, whose leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Furthermore, tenant demand for certain of our anchor spaces may decrease, and as a result, we may see an increase in vacancy and/or a decrease in rents for those spaces, which could have a negative impact to our rental income.
Adverse effects resulting from a shift in retail shopping from brick and mortar stores to online shopping may impact our operating results.
Online sales for many retailers has become a fundamental part of their business in addition to operating brick and mortar stores. Additionally, online sales from companies without physical stores has increased significantly. Although many of the retailers operating in our properties sell groceries, value-oriented apparel and other necessity-based type goods or provide services, including entertainment and dining, the shift to online shopping may cause certain of our tenants to reduce the size or number of their retail locations in the future. As a result, this could negatively affect our ability to lease space and our operating results.

We face significant competition in the leasing market, which may decrease or prevent increases in the occupancy and rental rates of our properties.
We compete with numerous developers, owners and operators of retail properties, many of which own properties similar to, and in the same market sectors as, our properties. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants, or we may be forced to reduce rental rates in order to attract new tenants and retain existing tenants when their leases expire.
Also, if our competitors develop additional retail properties in locations near our properties, there may be increased competition for customer traffic and creditworthy tenants, which may result in fewer tenants or decreased cash flows from tenants, or both, and may require us to make capital improvements to properties that we would not have otherwise made. Our tenants also face increasing competition from other forms of marketing of goods, such as direct mail and Internet marketing, which may decrease cash flow from such tenants. As a result, our financial condition and our ability to pay dividends to our shareholders may be adversely affected.
We may be unable to collect balances due from tenants in bankruptcy.
A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by or relating to one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the bankruptcy court permits us to do so. A tenant or lease guarantor bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims it holds, if at all.
Our development, redevelopment and construction activities could adversely affect our operating results.
We intend to continue the selective development, redevelopment and construction of retail and/or mixed-use properties in accordance with our development and underwriting policies as opportunities arise. Our development, redevelopment and construction activities include risks that:
We may abandon development opportunities after expending resources to determine feasibility;
Construction costs of a project may exceed our original estimates;
Occupancy rates and rents at a newly completed or redeveloped property may not be sufficient to make the property profitable;
Rental rates could be less than projected;
Delivery of multi-family units into uncertain residential environments may result in lower rents, sale price or take longer periods of time to reach economic stabilization;
Project completion may be delayed because of a number of factors, including weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, adverse economic conditions, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods);
Financing may not be available to us on favorable terms for development or redevelopment of a property; and
We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs.
Additionally, the time frame required for development, redevelopment, construction and lease-up of these properties means that we may have to wait years for a significant cash return. If any of the above events occur, the development and redevelopment of properties may hinder our growth and have an adverse effect on our results of operations, including additional impairment charges. Also, new development activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management.

There is a lack of operating history with respect to any recent acquisitions and redevelopment or development of properties, and we may not succeed in the integration or management of additional properties.
These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. We also may not have the experience in developing and managing mixed-use properties and may need to rely on external resources which may not perform as we expected. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate any new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties. Also, newly acquired properties may not perform as expected.
Real estate property investments are illiquid, and therefore, we may not be able to dispose of properties when desirable or on favorable terms.
Real estate property investments generally cannot be disposed of quickly. In addition, the Internal Revenue Code imposes restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. Therefore, we may not be able to quickly vary our portfolio in response to economic or other conditions promptly or on favorable terms, which could cause us to incur extended losses and reduce our cash flows and adversely affect dividends paid to shareholders.
As part of our capital recycling program, we intend to sell our non-core assets and may not be able to recover our investments, which may result in losses to us.
There can be no assurance that we will be able to recover the current carrying amount of all of our owned and partially owned non-core properties and investments in the future. Our failure to do so would require us to recognize impairment charges in the period in which we reached that conclusion, which could adversely affect our business, financial condition, operating results and cash flows.
Credit ratings may not reflect all the risks of an investment in our debt or equity securities and rating changes could adversely effect our revolving credit facility.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt. Credit ratings may be revised or withdrawn at any time by the rating agency at its sole discretion. Additionally, our revolving credit facility fees are based on our credit ratings. We do not undertake any obligation to maintain the ratings or to advise holders of our debt of any change in ratings. Each agency's rating should be evaluated independently of any other agency's rating.
There can be no assurance that we will be able to maintain our current credit ratings. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and could significantly reduce the market price of our publicly-traded securities.
Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.
We are generally subject to risks associated with debt financing. These risks include:
Our cash flow may not satisfy required payments of principal and interest;
We may not be able to refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less favorable to us than the terms of existing debt;
Required debt payments are not reduced if the economic performance of any property declines;
Debt service obligations could reduce funds available for dividends to our shareholders and funds available for capital investment;
Any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; and

The risk that capital expenditures necessary for purposes such as re-leasing space cannot be financed on favorable terms.
If a property is mortgaged to secure payment of indebtedness and we cannot make the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks can place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.
We may be adversely affected by changes in LIBOR reporting practices or the method in which LIBOR is determined.
As of December 31, 2019, we had $17.4 million of secured debt and $0 outstanding debt on our $500 million unsecured revolving credit facility, expiring in March 2024, which bears interest at a floating rate based on the London Interbank Offered Rate (“LIBOR”) plus an applicable margin. We may incur additional debt indexed to LIBOR in the future. Central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR based on observable market transactions. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next few years. The United Kingdom Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.
Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. The Federal Reserve Bank of New York and various other authorities have commenced the publication of reforms and actions relating to alternatives to U.S. dollar LIBOR (“USD-LIBOR”). The Alternative Reference Rates Committee ("ARRC") has proposed that the Secured Overnight Financing Rate ("SOFR") is the rate that represents best practice in the U.S. as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR. We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement. If LIBOR ceases to exist, we will need to agree upon a benchmark replacement index with the bank, and as such the interest rate on our revolving credit facility and certain secured debt may change. The new rate may not be as favorable as those in effect prior to any LIBOR phase-out. Furthermore, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR. Although the full impact of such reforms and actions, together with any transition away from LIBOR, including the potential or actual discontinuance of LIBOR publication, remains unclear and may span several reporting periods, these changes may have a material adverse impact on the availability of financing, including LIBOR-based loans, and on our financing costs.
Rising interest rates could increase our borrowing costs, thereby adversely affecting our cash flows and the amounts available for dividends to our shareholders, and decrease our share price, if investors seek higher yields through other investments.
We have indebtedness with interest rates that vary depending on market indices. Also, our credit facilities bear interest at variable rates. We may incur variable-rate debt in the future. Increases in interest rates on variable-rate debt would increase our interest expense, which would negatively affect net income and cash available for payment of our debt obligations and dividends to shareholders. In addition, an increase in interest rates could adversely affect the market value of our outstanding debt, as well as increase the cost of refinancing and the issuance of new debt or securities. An environment of rising interest rates could also lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our shares. One of the factors which may influence the price of our shares in public markets is the annual dividend rate we pay as compared with the yields on alternative investments.
Our financial condition could be adversely affected by financial covenants.
Our credit facilities and public debt indentures under which our indebtedness is, or may be, issued contain certain financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our ability to incur secured and unsecured indebtedness, restrictions on our ability to sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants could limit our ability to obtain additional funds needed to address cash shortfalls or pursue growth opportunities or transactions that would provide substantial return to our shareholders. In addition, a breach of these covenants could cause a default under or accelerate some or all of our indebtedness, which could have a material adverse effect on our financial condition.

Property ownership through real estate partnerships and joint ventures could limit our control of those investments and reduce our expected return.
Real estate partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, that our partner or co-venturer might at any time have different interests or goals than us, and that our partner or co-venturer may take action contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments could include impasse on decisions, such as a sale or refinance, because neither our partner or co-venturer nor we would have full control over the partnership or joint venture. These factors could limit the return that we receive from those investments or cause our cash flows to be lower than our estimates.
Volatility in market and economic conditions may impact our partners’ ability to perform in accordance with our real estate joint venture and partnership agreements resulting in a change in control or the liquidation plans of its underlying properties.
Changes in control of our investments could result if any reconsideration events occur, such as amendments to our real estate joint venture and partnership agreements, changes in debt guarantees or changes in ownership due to required capital contributions. Any changes in control will result in the revaluation of our investments to fair value, which could lead to an impairment. We are unable to predict whether, or to what extent, a change in control may result or the impact of adverse market and economic conditions may have to our partners.
If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability.
We intend to operate in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires us to satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Internal Revenue Code, for which there are a limited number of judicial or administrative interpretations. Our status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within our control. Accordingly, it is not certain we will be able to qualify and remain qualified as a REIT for U.S. federal income tax purposes. Even a technical or inadvertent violation of the REIT requirements could jeopardize our REIT qualification. If we fail to qualify as a REIT in any tax year, then:
We would be taxed as a regular domestic corporation, which, among other things, means that we would be unable to deduct dividends paid to our shareholders in computing our taxable income and would be subject to U.S. federal income tax on our taxable income at regular corporate rates;
Any resulting tax liability could be substantial and would reduce the amount of cash available for dividends to shareholders, and could force us to liquidate assets or take other actions that could have a detrimental effect on our operating results; and
Unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the four taxable years following the year during which we lost our qualification, and our cash available for dividends to our shareholders would, therefore, be reduced for each of the years in which we do not qualify as a REIT.
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. We may also be subject to certain U.S. federal, state and local taxes on our income and property either directly or at the level of our subsidiaries. Any of these taxes would decrease cash available for dividends to our shareholders.
Tax laws have changed and may continue to change at any time, and any such legislative or other actions could have a negative effect on us.
Tax laws remain under constant review by persons involved in the legislative process, at the Internal Revenue Service ("IRS") and the U.S. Department of the Treasury, and by various state and local tax authorities. Changes to tax laws, regulations, or administrative interpretations, which may be applied retroactively, could adversely affect us in a number of ways, including making it more difficult or more costly for us to qualify as a REIT or decreasing real estate values generally.
We cannot predict whether, when, in what forms, or with what effective dates, the tax laws, regulations, and administrative interpretations applicable to us or our shareholders may be further changed.

Compliance with REIT requirements may negatively affect our operating decisions.
To maintain our status as a REIT for U.S. federal income tax purposes, we must meet certain requirements, on an ongoing basis, including requirements regarding our sources of income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our common shares. We may also be required to pay dividends to our shareholders when we do not have funds readily available for distribution or at times when our funds are otherwise needed to fund capital expenditures or debt service obligations.
As a REIT, we must distribute at least 90% of our annual net taxable income (excluding net capital gains) to our shareholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. From time to time, we may generate taxable income greater than our income for financial reporting purposes, or our net taxable income may be greater than our cash flow available for distribution to our shareholders. If we do not have other funds available in these situations, we could be required to borrow funds, sell a portion of our securities at unfavorable prices or find other sources of funds in order to meet the REIT distribution requirements.

Our common shares dividend policy may change in the future.

The timing, amount and composition of any future dividends to our common shareholders will be at the sole discretion of our Board of Trust Managers and will depend upon a variety of factors as to which no assurance can be given. Our ability to make dividends to our common shareholders depends, in part, upon our operating results, overall financial condition, the performance of our portfolio (including occupancy levels and rental rates), our capital requirements, access to capital, our ability to qualify for taxation as a REIT and general business and market conditions. Any change in our dividend policy could have an adverse effect on the market price of our common shares.

Our declaration of trust contains certain limitations associated with share ownership.

To maintain our status as a REIT, our declaration of trust prohibits any individual from owning more than 9.8% of our outstanding common shares. This restriction is likely to discourage third parties from acquiring control without the consent of our Board of Trust Managers, even if a change in control were in the best interests of our shareholders.

Also, our declaration of trust requires the approval of the holders of 80% of our outstanding common shares and the approval by not less than 50% of the outstanding common shares not owned by any related person (a person owning more than 50% of our common shares) to consummate a business transaction such as a merger. There are certain exceptions to this requirement; however, the 80% approval requirement could make it difficult for us to consummate a business transaction even if it is in the best interests of our shareholders.

There may be future dilution of our common shares.

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

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


In the future, we may attempt to increase our capital resources by entering into unsecured or secured debt or debt-like financings, or by issuing additional debt or equity securities, which could include issuances of medium-term notes, senior notes, subordinated notes, secured debt, guarantees, preferred shares, hybrid securities, or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and, if any, preferred securities would receive distributions of our available assets before distributions to the holders of our common shares. Because any decision to incur debt and issue securities in future offerings may be influenced by market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

Our declaration of trust contains certain limitations that make removal of our Trust Managers difficult, which could limit our shareholders ability to effect changes to our management.
Our declaration of trust provides that a Trust Manager may only be removed for cause upon the affirmative vote of holders of two-thirds of the total votes authorized to be cast by shares outstanding and entitled to be voted. Vacancies may be filled by either a majority of the remaining Trust Managers or elected by the vote of holders of at least two-thirds of the outstanding shares at the Annual Meeting or a special meeting of the shareholders. These requirements provide limitations to make changes in our management by removing and replacing Trust Managers and may prevent a change of control that is in the best interests of our shareholders.
Loss of our key personnel could adversely affect the value of our common shares and operations.
We are dependent on the efforts of our key executive personnel. A significant number of persons in our management group are eligible for retirement. Although we believe qualified replacements could be found for these key executives and other members of our management group, the loss of their services could adversely affect the value of our common shares and operations.
Changes in accounting standards may adversely impact our reported financial condition and results of operations.
The Financial Accounting Standards Board (“FASB”), in conjunction with the SEC, continually engages in projects to evaluate additions or changes to current accounting standards which could impact how we currently account for our material transactions. We believe that these and other potential proposals could have varying degrees of impact on us ranging from minimal to material. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on us, except as disclosed in Item 8.
We could be subject to litigation that may negatively impact our cash flows, financial condition and results of operations.
From time to time, we may be a defendant in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such litigation or proceedings. We could experience a negative impact to our cash flows, financial condition and results of operations due to an unfavorable outcome.
Compliance with certain laws and governmental rules and regulations may require us to make unintended expenditures that adversely affect our cash flows.
All of our properties are required to comply with certain laws and governmental rules and regulations, including the Americans with Disabilities Act, fire and safety regulations, building codes and other land use regulations, as they may be in effect or adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements, and these expenditures could have a material adverse effect on our ability to meet the financial obligations and pay dividends to our shareholders.

An uninsured loss or a loss that exceeds the policies on our properties could subject us to lost capital or revenue on those properties.
Under the terms and conditions of the leases currently in force on our properties, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the properties, except for claims arising from our negligence or intentional misconduct or that of our agents. Tenants are generally required, at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and tenant's property damage insurance policies. We have obtained comprehensive liability, casualty, property, flood, earthquake, environmental and rental loss insurance policies on our properties. All of these policies may involve substantial deductibles and certain exclusions. In addition, we cannot assure the shareholders that the tenants will properly maintain their insurance policies or have the ability to pay the deductibles. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our operating results and financial condition, as well as our ability to pay dividends to the shareholders.
We may be subject to liability under environmental laws, ordinances and regulations.
Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property or have arranged for the disposal or treatment of hazardous or toxic substances. As a result, we may become liable for the costs of disposal or treatment of hazardous or toxic substances released on or in our property. We may also be liable for certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). We may incur such liability whether or not we knew of, or were responsible for, the presence of such hazardous or toxic substances.
Natural disasters and severe weather conditions could have an adverse effect on our cash flow and operating results.

Changing weather patterns and climatic conditions, such as global warming, may have added to the unpredictability and frequency of natural disasters in some parts of the world and created additional uncertainty as to future trends and exposures. Our operations are located in many areas that have experienced and may in the future experience natural disasters and severe weather conditions such as hurricanes, tornadoes, earthquakes, droughts, floods and fires. The occurrence of natural disasters or severe weather conditions can delay new development and redevelopment projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs, and negatively impact the tenant demand for lease space. Additionally, theseweather conditions may also disrupt our tenants' businesses, which could affect the ability of some tenants to pay rent and may reduce the willingness of tenants to remain in or move to the affected area. Intense weather conditions during the last decade, among other factors, have caused our cost of property insurance to increase significantly. If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from these events, our earnings, liquidity or capital resources could be adversely affected.

Our business and operations would suffer in the event of system failures.
Despite the implementation of security measures and the existence of a disaster recovery and business continuity plans for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions.

We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.
Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cybersecurity attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. In addition to our own information technology systems, third parties have been engaged to provide information technology services relating to several key business functions, such as payroll, human resources, electronic communications and certain finance functions. While we and such third parties employ a number of measures to prevent, detect and mitigate these threats including a defense in depth strategy of firewalls, intrusion sensors, malware detection, password protection, backup servers, user training and periodic penetration testing, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third-party vendors and disrupt and affect the efficiency of our business operations.

ITEM 1B. Unresolved Staff Comments

None.

None.

18

ITEM 2. Properties

At December 31, 2019,2020, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 170159 centers, primarily neighborhood, community and power shopping centers, which are located in 1615 states spanning the country from coast to coast with approximately 32.530.2 million square feet of gross leasable area. Our centers are located principally in the South, West Coast and Southeast CoastSunbelt states of the U.S. with concentrations in California, Florida, and Texas. We also owned interests in 2322 parcels of land held for development that totaled approximately 11.911.5 million square feet at December 31, 2019,2020, of which approximately 11.711.3 million square feet may be used for new development or sold, and the remaining of which is adjacent to our existing operating centers may be used for expansion of those centers.

In 2019,2020, no single center accounted for more than 7.1%6.8% of our total assets or 4.3%4.0% of base minimum rental revenues. The five largest centers, in the aggregate, represented approximately 13.4%12.7% of our base minimum rental revenues for the year ended December 31, 2019;2020; otherwise, none of the remaining centers accounted for more than 2% of our base minimum rental revenues during the same period.

Our centers are designed to attract local area customers and are typically anchored by a supermarket or other national tenants (such as Kroger, HEBH-E-B or T.J. Maxx). The centers are primarily neighborhood and community shopping centers that often include discounters, value-oriented retailers and specialty grocers as additional anchors or tenants, and typically range in size from 50,000 to 600,000 square feet of building area. Very few of the centers have climate-controlled common areas, but are designed to allow retail customers to park their automobiles in close proximity to any retailer in the center. Our centers are customarily constructed of masonry, steel and glass, and all have lighted, paved parking areas, which are typically landscaped with berms, trees and shrubs. They are generally located at major intersections in close proximity to neighborhoods that have existing populations sufficient to support retail activities of the types conducted in our centers.

We actively embrace various initiatives that support the future of environmentally friendly shopping centers. Our primary areas of focus include zeroscape landscaping, energy efficiency, waste recycling, water conservation and construction/development best practices. We recognize there are economic, environmental and social implications associated with the full range of our sustainability efforts, and that a commitment to incorporating sustainable practices should add long-term value to our centers.

As of December 31, 2019,2020, the weighted average occupancy rate for our centers was 95.2%92.9% compared to 94.4%95.2% as of December 31, 2018.2019. The average base rent per square foot was approximately $20.43 in 2020, $19.87 in 2019,, $19.35 in 2018,, $18.69 in 2017, and $17.93 in 2016 and $16.92 in 2015 for our centers.

We have approximately 3,8003,500 separate leases with 2,9002,700 different tenants. Included among our top revenue-producing tenants are: TJX Companies, Inc., The Kroger Co., Whole Foods Market,TJX Companies, Inc., H-E-B Grocery Company, LP, Whole Foods Market, Inc., Ross Stores, Inc., Albertsons Companies, Inc., Home Depot, Inc., PetSmart, Inc., 24 Hour Fitness Worldwide,Dollar Tree Stores, Inc., and Bed, Bath & Beyond Inc. The diversity of our tenant base is also evidenced by the fact that our largest tenant, TJX Companies, Inc.The Kroger Co., accounted for only 2.6% of base minimum rental revenues during 2019.2020.


19

Tenant Lease Expirations

As of December 31, 2019,2020, lease expirations for the next 10 years, assuming tenants do not exercise renewal options, are as follows:

    

    

Square Feet

    

    

Annual Rent of Expiring Leases

 

Number of

of Expiring

Percentage of

Percentage of

 

Expiring

Leases

Leasable

Total

Per Square

Total Annual

 

Year

    

Leases

    

(000’s)

    

Square Feet

    

(000’s)

    

Foot

    

Net Rent

 

2021

 

470

 

1,744

 

5.78

%  

$

38,306

$

21.96

 

11.22

%

2022

 

487

 

2,618

 

8.67

%  

 

51,186

 

19.55

 

15.00

%

2023

 

453

 

2,353

 

7.80

%  

 

43,981

 

18.69

 

12.89

%

2024

 

394

 

2,784

 

9.22

%  

 

49,713

 

17.86

 

14.57

%

2025

 

350

 

2,265

 

7.50

%  

 

43,368

 

19.15

 

12.71

%

2026

 

145

 

1,061

 

3.52

%  

 

22,244

 

20.97

 

6.52

%

2027

 

88

 

945

 

3.13

%  

 

16,556

 

17.52

 

4.85

%

2028

 

88

 

1,284

 

4.25

%  

 

22,183

 

17.28

 

6.50

%

2029

 

97

 

840

 

2.78

%  

 

14,748

 

17.56

 

4.32

%

2030

 

85

 

702

 

2.33

%  

 

16,085

 

22.91

 

4.71

%

        Annual Rent of Expiring Leases
Year 
Number of
Expiring
Leases
 
Square Feet
of Expiring
Leases
(000’s)
 
Percentage of
Leasable
Square Feet
 
Total
(000’s)
 
Per Square
Foot
 
Percentage of
Total Annual
Net Rent
2020 449
 1,754
 5.39% $35,652
 $20.33
 10.38%
2021 525
 2,553
 7.84% 49,827
 19.52
 14.50%
2022 517
 2,921
 8.97% 56,190
 19.24
 16.35%
2023 413
 2,408
 7.40% 43,818
 18.20
 12.75%
2024 384
 2,652
 8.15% 45,994
 17.34
 13.39%
2025 156
 1,265
 3.89% 22,974
 18.16
 6.69%
2026 93
 650
 2.00% 14,667
 22.56
 4.27%
2027 80
 857
 2.63% 15,129
 17.65
 4.40%
2028 95
 1,323
 4.06% 21,119
 15.96
 6.15%
2029 87
 818
 2.51% 13,748
 16.81
 4.00%

New Development/Redevelopment

At December 31, 2019,2020, we had three projects in various stages of construction that were partially or wholly owned. We have funded $368.4$444.4 million through December 31, 20192020 on these projects. We estimate our aggregate net investment upon completion to be $485.0 million. These projects are forecasted to have an averagemillion; however, the timing of the realization of a stabilized return on investmentis currently unknown due to the uncertainties regarding the impact of approximately 5.5% when completed.

COVID-19.

Upon completion, the estimated costs and square footage to be added to the portfolio for the three projects are as follows:

    

    

    

Retail

    

    

    

Square

Net Estimated

Estimated

Feet

Residential

Costs

Year of

Project

City, State

Project Type

(000’s)

Units

(000's)

Completion

West Alex

 

Alexandria, Virginia

 

Mixed-Use

 

127

 

278

$

200,000

 

2022

Centro Arlington (1)

 

Arlington, Virginia

 

Mixed-Use

 

72

 

366

 

135,000

 

2021

The Driscoll at River Oaks

 

Houston, Texas

 

Mixed-Use

 

11

 

318

 

150,000

 

2022

Project City, State Project Type 
Retail
Square Feet
(000’s)
 Residential Units 
Net Estimated
Costs (1)
(000's)
 
Estimated
Year of
Completion
West Alex Alexandria, Virginia Mixed-Use 127 278 $200,000 2022
Centro Arlington (2)
 Arlington, Virginia Mixed-Use 72 366 135,000 2020
The Driscoll at River Oaks Houston, Texas Mixed-Use 11 318 150,000 2022
___________________
(1)Current net estimated costs represents WRI's share of capital expenditures net of any forecasted sales of land pads.
(2)Represents an unconsolidated joint venture where we have funded $121.1$129.8 million as of December 31, 2019,2020, and we anticipate funding an additional $9$.4 million through 2020.2021.

20

Property Listing

The following table is a list of centers, summarized by state and includes our share of both consolidated and unconsolidated real estate partnerships and joint ventures as of December 31, 2019:

2020:

    

    

Gross

    

 

Number of

Leasable

% of

 

ALL PROPERTIES BY STATE

Properties

Area (GLA)

Total GLA

 

Arizona

 

19

 

2,863,365

 

9.5

%

California

 

17

 

3,222,212

 

10.7

%

Colorado

 

4

 

1,180,292

 

3.9

%

Florida

 

28

 

6,926,883

 

22.9

%

Georgia

 

11

 

1,987,699

 

6.6

%

Kentucky

 

1

 

218,107

 

0.7

%

Maryland

 

1

 

80,869

 

0.3

%

Nevada

 

4

 

871,702

 

2.9

%

New Mexico

 

1

 

146,051

 

0.5

%

North Carolina

 

9

 

1,487,090

 

4.9

%

Oregon

 

2

 

179,746

 

0.5

%

Tennessee

 

4

 

654,550

 

2.2

%

Texas

 

48

 

9,109,048

 

30.2

%

Virginia

 

3

 

448,763

 

1.5

%

Washington

 

7

 

808,007

 

2.7

%

Total

 

159

 

30,184,384

 

100

%


ALL PROPERTIES BY STATE 
Number of
Properties
 
Gross
Leasable
Area (GLA)
 
% of
Total GLA
Arizona 19
 2,863,083
 8.8%
California 18
 3,249,876
 10.0%
Colorado 5
 1,710,705
 5.3%
Florida 28
 6,953,434
 21.4%
Georgia 11
 1,987,551
 6.1%
Kentucky 1
 218,107
 0.7%
Maryland 1
 80,841
 0.2%
Nevada 4
 872,819
 2.7%
New Mexico 1
 145,851
 0.4%
North Carolina 11
 1,857,435
 5.7%
Oregon 2
 179,746
 0.5%
Tennessee 4
 654,550
 2.0%
Texas 54
 10,339,646
 31.8%
Utah 1
 304,899
 0.9%
Virginia 3
 323,105
 1.0%
Washington 7
 808,264
 2.5%
Total 170
 32,549,912
 100%
___________________

GLA includes 4.53.7 million square feet of our partners’ ownership interest in these properties and 6.55.8 million square feet not owned or managed by us. Additionally, encumbrances on our properties total $263.4$345.1 million. See Schedule III for additional information.

The following table is a detailed list of centers by state and includes our share of both consolidated and unconsolidated real estate partnerships and joint ventures as of December 31, 2019:2020:

Grocer Anchor

Foot

( ) indicates owned

Other Anchors

Center

  

CBSA (6)

  

Owned %

  

Notes

  

GLA

  

by others

  

( ) indicates owned by others

Operating Properties

Arizona

  

  

  

  

  

Broadway Marketplace

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

87,379

 

Office Max, Ace Hardware

Camelback Miller Plaza

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

150,638

 

Sprouts Farmers Market

T.J. Maxx, PetSmart

Camelback Village Square

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

240,951

 

Fry's Supermarket

(LA Fitness)

Desert Village Shopping Center

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

107,071

 

AJ Fine Foods

CVS

Fountain Plaza

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

304,107

 

Fry's Supermarket

Dollar Tree, (Lowe's)

Madison Village Marketplace

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

90,264

 

Safeway

Monte Vista Village Center

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

108,551

 

(Wells Fargo)

Phoenix Office Building

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

21,088

 

Weingarten Realty Regional Office, Endurance Rehab

Pueblo Anozira Shopping Center

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

157,532

 

Fry's Supermarket

Petco, Dollar Tree

Raintree Ranch Center

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

133,020

 

Whole Foods

Red Mountain Gateway

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

204,928

 

(Target), Bed Bath & Beyond, Famous Footwear

Scottsdale Horizon

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

155,046

 

Safeway

CVS

Scottsdale Waterfront

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

93,334

 

Olive & Ivy, P.F. Chang's, David's Bridal, Urban Outfitters

Squaw Peak Plaza

 

Phoenix-Mesa-Scottsdale, AZ

 

100.0

  

 

61,102

 

Sprouts Farmers Market

Summit at Scottsdale

 

Phoenix-Mesa-Scottsdale, AZ

 

51.0

(1)(3)

 

322,992

 

Safeway

(Target), CVS, OfficeMax, PetSmart

Entrada de Oro Plaza Shopping Center

 

Tucson, AZ

 

100.0

  

 

109,075

 

Walmart Neighborhood Market

Madera Village Shopping Center

 

Tucson, AZ

 

100.0

  

 

106,858

 

Safeway

Dollar Tree

Oracle Wetmore Shopping Center

 

Tucson, AZ

 

100.0

  

 

343,298

 

(Home Depot), (Nordstrom Rack), Jo-Ann Fabric, Cost Plus World Market, PetSmart, Walgreens, Ulta Beauty

Shoppes at Bears Path

 

Tucson, AZ

 

100.0

  

 

66,131

 

(CVS Drug)

Arizona Total:

 

  

 

  

 

  

 

2,863,365

 

California

 

  

 

  

 

  

 

  

 

8000 Sunset Strip Shopping Center

 

Los Angeles-Long Beach-Anaheim, CA

 

100.0

  

 

169,775

 

Trader Joe's

CVS, Crunch, AMC Theaters, CB2

Centerwood Plaza

 

Los Angeles-Long Beach-Anaheim, CA

 

100.0

  

 

75,486

 

Superior Grocers

Dollar Tree

Westminster Center

 

Los Angeles-Long Beach-Anaheim, CA

 

100.0

  

 

440,437

 

Albertsons

Home Depot, Ross Dress for Less, Petco, Rite Aid, Dollar Tree

Chino Hills Marketplace

 

Riverside-San Bernardino-Ontario, CA

 

100.0

  

 

310,722

 

Smart & Final Stores

Dollar Tree, 24 Hour Fitness, Rite Aid

Valley Shopping Center

 

Sacramento--Roseville--Arden-Arcade, CA

 

100.0

  

 

107,191

 

Food 4 Less

El Camino Promenade

 

San Diego-Carlsbad, CA

 

100.0

  

 

128,740

 

T.J. Maxx, Dollar Tree, BevMo

Rancho San Marcos Village

 

San Diego-Carlsbad, CA

 

100.0

  

 

134,420

 

21

Grocer Anchor

Foot

( ) indicates owned

Other Anchors

Center

  

CBSA (6)

  

Owned %

  

Notes

  

GLA

  

by others

  

( ) indicates owned by others

San Marcos Plaza

 

San Diego-Carlsbad, CA

 

100.0

  

 

80,086

 

(Albertsons)

580 Market Place

 

San Francisco-Oakland-Hayward, CA

 

100.0

  

 

100,097

 

Safeway

24 Hour Fitness, Petco

Gateway Plaza

 

San Francisco-Oakland-Hayward, CA

 

100.0

  

 

352,778

 

Raley's

24 Hour Fitness

Greenhouse Marketplace

 

San Francisco-Oakland-Hayward, CA

 

100.0

  

 

232,367

 

(Safeway)

(CVS), Jo-Ann Fabric, 99 Cents Only, Petco, Factory 2 U

Cambrian Park Plaza

 

San Jose-Sunnyvale-Santa Clara, CA

 

100.0

  

 

171,029

 

BevMo, Dollar Tree

Silver Creek Plaza

 

San Jose-Sunnyvale-Santa Clara, CA

 

100.0

  

 

201,716

 

Sprouts Farmers Market

Walgreens

Stevens Creek Central

 

San Jose-Sunnyvale-Santa Clara, CA

 

100.0

  

 

204,466

 

Safeway

Marshalls, Total Wine, Cost Plus World Market

Freedom Centre

 

Santa Cruz-Watsonville, CA

 

100.0

  

 

150,865

 

Safeway

Rite Aid, Big Lots

Stony Point Plaza

 

Santa Rosa, CA

 

100.0

  

 

200,011

 

Food Maxx

Ross Dress for Less, Fallas Paredes, Dollar Tree

Southampton Center

 

Vallejo-Fairfield, CA

 

100.0

  

 

162,026

 

Raley's

Ace Hardware, Dollar Tree

California Total:

 

  

 

  

 

  

 

3,222,212

 

  

  

Colorado

 

  

 

  

 

  

 

  

 

  

 

  

Crossing at Stonegate

 

Denver-Aurora-Lakewood, CO

 

100.0

  

 

109,079

 

King Sooper's

 

Edgewater Marketplace

 

Denver-Aurora-Lakewood, CO

 

100.0

  

 

270,548

 

King Sooper's

 

Ace Hardware, (Target)

Lowry Town Center

 

Denver-Aurora-Lakewood, CO

 

100.0

  

 

129,425

 

(Safeway)

 

River Point at Sheridan

 

Denver-Aurora-Lakewood, CO

 

100.0

  

 

671,240

 

 

(Target), (Costco), Regal Cinema, Michaels, Conn's, PetSmart, Burlington

Colorado Total:

 

  

 

  

 

  

 

1,180,292

 

 

Florida

 

  

 

  

 

  

 

  

 

 

Argyle Village Shopping Center

 

Jacksonville, FL

 

100.0

  

 

306,506

 

Publix

 

Bed Bath & Beyond, T.J. Maxx, Jo-Ann Fabric, Michaels, American Signature Furniture

Atlantic West

 

Jacksonville, FL

 

50.0

(1)(3)

 

188,278

 

(Walmart Supercenter)

 

T.J. Maxx, HomeGoods, Dollar Tree, Shoe Carnival, (Kohl's)

Epic Village St. Augustine

 

Jacksonville, FL

 

70.0

(1)

 

60,738

 

 

(Epic Theaters)

Kernan Village

 

Jacksonville, FL

 

50.0

(1)(3)

 

288,780

 

(Walmart Supercenter)

 

Ross Dress for Less, Petco

Boca Lyons Plaza

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

117,597

 

Aroma Market & Catering

 

Ross Dress for Less

Deerfield

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

415,800

 

Publix

 

T.J. Maxx, Marshalls, YouFit, Ulta Beauty

Embassy Lakes Shopping Center

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

142,779

 

 

Tuesday Morning, Dollar Tree

Flamingo Pines

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

20.0

(1)(3)

 

153,641

 

Publix

 

Hollywood Hills Plaza

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

20.0

(1)(3)

 

416,769

 

Publix

 

Target, Chewy.com

Northridge

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

20.0

(1)(3)

 

237,703

 

Publix

 

Petco, Ross Dress for Less, Dollar Tree

Pembroke Commons

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

20.0

(1)(3)

 

323,382

 

Publix

 

Ross Dress for Less, Marshalls, LA Fitness, Dollar Tree

Sea Ranch Centre

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

98,870

 

Publix

 

CVS, Dollar Tree

Tamiami Trail Shops

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

20.0

(1)(3)

 

132,647

 

Publix

 

CVS

The Palms at Town & County

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

658,342

 

Publix

 

Kohl's, Marshalls, HomeGoods, Dick's Sporting Goods, Nordstrom Rack

TJ Maxx Plaza

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

161,429

 

Fresco Y Mas

 

T.J. Maxx, Dollar Tree

Village Green Center

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

70,240

 

Trader Joe's

 

Vizcaya Square Shopping Center

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

110,081

 

Winn Dixie

 

Wellington Green Commons

 

Miami-Fort Lauderdale-West Palm Beach, FL

 

100.0

  

 

136,556

 

Whole Foods Market

 

Clermont Landing

 

Orlando-Kissimmee-Sanford, FL

 

75.0

(1)(3)

 

347,958

 

 

(J.C. Penney), (Epic Theater), T.J. Maxx, Ross Dress for Less, Michaels

Colonial Plaza

 

Orlando-Kissimmee-Sanford, FL

 

100.0

  

 

492,935

 

Sprouts Farmers Market

 

Hobby Lobby, Ross Dress for Less, Marshalls, Old Navy, Staples, Barnes & Noble, Petco, Big Lots

Phillips Crossing

 

Orlando-Kissimmee-Sanford, FL

 

100.0

  

 

145,644

 

Whole Foods

 

Golf Galaxy, Michaels

The Marketplace at Dr. Phillips

 

Orlando-Kissimmee-Sanford, FL

 

20.0

(1)(3)

 

326,760

 

Publix

 

HomeGoods, Morton's of Chicago, Office Depot

Winter Park Corners

 

Orlando-Kissimmee-Sanford, FL

 

100.0

  

 

95,211

 

Sprouts Farmers Market

 

Pineapple Commons

 

Port St. Lucie, FL

 

20.0

(1)(3)

 

269,924

 

 

Ross Dress for Less, Best Buy, PetSmart, Marshalls, (CVS)

Countryside Centre

 

Tampa-St. Petersburg-Clearwater, FL

 

100.0

  

 

245,958

 

 

T.J. Maxx, HomeGoods, Dick's Sporting Goods, Ross Dress for Less

East Lake Woodlands

 

Tampa-St. Petersburg-Clearwater, FL

 

20.0

(1)(3)

 

104,430

 

Walmart Neighborhood Market

 

Walgreens

Largo Mall

 

Tampa-St. Petersburg-Clearwater, FL

 

100.0

  

 

610,106

 

(Publix)

 

Marshalls, Bealls, PetSmart, Bed Bath & Beyond, Staples, Michaels, (Target)

Sunset 19 Shopping Center

 

Tampa-St. Petersburg-Clearwater, FL

 

100.0

  

 

267,819

 

Sprouts Farmers Market

 

Hobby Lobby, Bed Bath & Beyond, Barnes & Noble, Old Navy, Cost Plus World Market

Florida Total:

 

  

 

  

 

  

 

6,926,883

 

  

 

  

Georgia

 

  

 

  

 

  

 

  

 

  

 

  

Brownsville Commons

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

81,913

 

(Kroger)

 

  

Camp Creek Marketplace II

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

228,003

 

 

Burlington, DSW, LA Fitness, American Signature Furniture

Grayson Commons

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

76,581

 

Kroger

 

Lakeside Marketplace

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

332,699

 

(Super Target)

 

Ross Dress for Less, Petco

Mansell Crossing

 

Atlanta-Sandy Springs-Roswell, GA

 

20.0

(1)(3)

 

102,930

 

 

buybuy BABY, Ross Dress for Less, Party City

North Decatur Station

 

Atlanta-Sandy Springs-Roswell, GA

 

51.0

(1)(3)

 

88,778

 

Whole Foods

 

Perimeter Village

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

380,686

 

Walmart Supercenter

 

Hobby Lobby, Cost Plus World Market, DSW

Publix at Princeton Lakes

 

Atlanta-Sandy Springs-Roswell, GA

 

20.0

(1)(3)

 

72,205

 

Publix

 

22

Grocer Anchor

Foot

( ) indicates owned

Other Anchors

Center

  

CBSA (6)

  

Owned %

  

Notes

  

GLA

  

by others

  

( ) indicates owned by others

Roswell Corners

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

327,261

 

(Super Target), Fresh Market

 

T.J. Maxx

Roswell Crossing Shopping Center

 

Atlanta-Sandy Springs-Roswell, GA

 

100.0

  

 

201,056

 

Trader Joe's

 

Office Max, PetSmart, Walgreens

Thompson Bridge Commons

 

Gainesville, GA

 

100.0

  

 

95,587

 

(Kroger)

 

Georgia Total:

 

  

 

  

 

  

 

1,987,699

 

 

Kentucky

 

  

 

  

 

  

 

  

 

 

Festival on Jefferson Court

 

Louisville/Jefferson County, KY-IN

 

100.0

  

 

218,107

 

Kroger

 

(PetSmart), (T.J. Maxx), Party City

Kentucky Total:

 

  

 

  

 

  

 

218,107

 

 

Maryland

 

  

 

  

 

  

 

  

 

 

Pike Center

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

100.0

  

 

80,869

 

 

DXL Mens Apparel

Maryland Total:

 

  

 

  

 

  

 

80,869

 

 

Nevada

 

  

 

  

 

  

 

  

 

 

Charleston Commons Shopping Center

 

Las Vegas-Henderson-Paradise, NV

 

100.0

  

 

366,394

 

Walmart

 

Burlington, Ross Dress for Less, 99 Cents Only, PetSmart

College Park Shopping Center

 

Las Vegas-Henderson-Paradise, NV

 

100.0

  

 

194,873

 

El Super

 

Factory 2 U, CVS

Francisco Center

 

Las Vegas-Henderson-Paradise, NV

 

100.0

  

 

148,598

 

La Bonita Grocery

 

(Ross Dress for Less), dd's Discount

Rancho Towne & Country

 

Las Vegas-Henderson-Paradise, NV

 

100.0

  

 

161,837

 

Smith's Food

 

Nevada Total:

 

  

 

  

 

  

 

871,702

 

 

New Mexico

 

  

 

  

 

  

 

  

 

 

North Towne Plaza

 

Albuquerque, NM

 

100.0

  

 

146,051

 

Whole Foods Market

 

HomeGoods

New Mexico Total:

 

  

 

  

 

  

 

146,051

 

 

North Carolina

 

  

 

  

 

  

 

  

 

 

Hope Valley Commons

 

Durham-Chapel Hill, NC

 

100.0

  

 

81,327

 

Harris Teeter

 

Avent Ferry Shopping Center

 

Raleigh, NC

 

100.0

  

 

119,652

 

Food Lion

 

Family Dollar

Capital Square

 

Raleigh, NC

 

100.0

  

 

143,063

 

Food Lion

 

Falls Pointe Shopping Center

 

Raleigh, NC

 

100.0

  

 

198,549

 

Harris Teeter

 

(Kohl's)

High House Crossing

 

Raleigh, NC

 

100.0

  

 

82,566

 

Lidl

 

Leesville Towne Centre

 

Raleigh, NC

 

100.0

  

 

127,106

 

Harris Teeter

 

Northwoods Shopping Center

 

Raleigh, NC

 

100.0

  

 

77,802

 

Walmart Neighborhood Market

 

Dollar Tree

Six Forks Shopping Center

 

Raleigh, NC

 

100.0

  

 

468,402

 

Food Lion

 

Target, Home Depot, Bed Bath & Beyond, PetSmart

Stonehenge Market

 

Raleigh, NC

 

100.0

  

 

188,623

 

Harris Teeter

 

Walgreens

North Carolina Total:

 

  

 

  

 

  

 

1,487,090

 

 

Oregon

 

  

 

  

 

  

 

  

 

 

Clackamas Square

 

Portland-Vancouver-Hillsboro, OR-WA

 

20.0

(1)(3)

 

140,226

 

(Winco Foods)

 

T.J. Maxx

Raleigh Hills Plaza

 

Portland-Vancouver-Hillsboro, OR-WA

 

20.0

(1)(3)

 

39,520

 

New Seasons Market

 

Walgreens

Oregon Total:

 

  

 

  

 

  

 

179,746

 

  

 

  

Tennessee

 

  

 

  

 

  

 

  

 

  

Highland Square

 

Memphis, TN-MS-AR

 

100.0

  

 

14,490

 

Mendenhall Commons

 

Memphis, TN-MS-AR

 

100.0

  

 

88,108

 

Kroger

Ridgeway Trace

 

Memphis, TN-MS-AR

 

100.0

  

 

306,556

 

(Target), Best Buy, PetSmart, REI

The Commons at Dexter Lake

 

Memphis, TN-MS-AR

 

100.0

  

 

245,396

 

Kroger

Marshalls, HomeGoods

Tennessee Total:

 

  

 

  

 

  

 

654,550

 

Texas

 

  

 

  

 

  

 

  

 

Mueller Regional Retail Center

 

Austin-Round Rock, TX

 

100.0

  

 

357,186

 

Marshalls, PetSmart, Bed Bath & Beyond, Home Depot, Best Buy, Total Wine, Staples

North Towne Plaza

 

Brownsville-Harlingen, TX

 

100.0

  

 

144,846

 

(Lowe's)

Rock Prairie Marketplace

 

College Station-Bryan, TX

 

100.0

  

 

18,163

 

10-Federal Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

131,620

 

Sellers Bros.

Harbor Freight Tools, dd's Discount

Alabama Shepherd Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

59,120

 

Trader Joe's

PetSmart

Baybrook Gateway

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

241,149

 

Ashley Furniture, Cost Plus World Market, Barnes & Noble, Michaels, I-Tile

Bellaire Blvd. Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

43,891

 

Randall's

Blalock Market at I-10

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

97,277

 

99 Ranch Market

Citadel Building

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

121,000

 

Weingarten Realty Investors Corporate Office

Galveston Place

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

210,102

 

Randall's

Office Depot, Spec's

Griggs Road Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

80,093

 

Family Dollar, Citi Trends

Harrisburg Plaza

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

93,620

 

dd's Discount

HEB - Dairy Ashford & Memorial

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

36,874

 

H-E-B Fulfillment Center

Heights Plaza Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

71,277

 

Kroger

Goodwill

I45/Telephone Rd.

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

172,540

 

Sellers Bros.

Famsa, Harbor Freight Tools

Kings Crossing

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

126,397

 

CVS

League City Plaza

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

129,440

 

Crunch Fitness, Spec's, Northern Tool & Equipment Co.

Oak Forest Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

157,822

 

Kroger

Ross Dress for Less, Dollar Tree, PetSmart

Richmond Square

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

92,657

 

Best Buy, Cost Plus World Market

River Oaks Shopping Center - East

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

71,265

 

Kroger

River Oaks Shopping Center - West

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

(5)

 

229,960

 

Kroger

Barnes & Noble, Talbots, Ann Taylor, JoS. A. Bank

Shoppes at Memorial Villages

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

166,777

 

Gulf Coast Veterinary Specialists

23

Grocer Anchor

Foot

( ) indicates owned

Other Anchors

Center

  

CBSA (6)

  

Owned %

  

Notes

  

GLA

  

by others

  

( ) indicates owned by others

Shops at Kirby Drive

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

55,460

 

Shops at Three Corners

 

Houston-The Woodlands-Sugar Land, TX

 

70.0

(1)

 

282,613

 

Fiesta

Ross Dress for Less, PetSmart, Office Depot, Big Lots

Southgate Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

15.0

(1)

 

124,453

 

Food-A-Rama

CVS, Family Dollar, dd's Discount

The Centre at Post Oak

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

183,940

 

Marshalls, Old Navy, Grand Lux Café, Nordstrom Rack, Arhaus

The Shops at Hilshire Village

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

119,009

 

Kroger

Walgreens

Tomball Marketplace

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

326,545

 

(Academy), (Kohl's), Ross Dress For Less, Marshalls

Village Plaza at Bunker Hill

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

 

491,686

 

H-E-B

PetSmart, Academy, Nordstrom Rack, Burlington, Ross Dress for Less

West Gray

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

36,900

 

Westchase Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

347,475

 

Whole Foods Market

(Target), Ross Dress for Less, Petco

Westhill Village Shopping Center

 

Houston-The Woodlands-Sugar Land, TX

 

100.0

  

 

130,851

 

Ross Dress for Less, Office Depot, 99 Cents Only

Independence Plaza

 

Laredo, TX

 

100.0

  

 

347,339

 

H-E-B

T.J. Maxx, Ross Dress for Less, Hobby Lobby, Petco, Ulta Beauty

North Creek Plaza

 

Laredo, TX

 

100.0

  

 

484,157

 

(H-E-B)

(Target), Marshalls, Old Navy, Best Buy, HomeGoods

Plantation Centre

 

Laredo, TX

 

100.0

  

 

144,129

 

H-E-B

Las Tiendas Plaza

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

500,084

 

(Target), Dick's Sporting Goods, Conn's, Ross Dress for Less, Marshalls, Office Depot, (HomeGoods), (Forever 21)

Market at Nolana

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

245,057

 

(Walmart Supercenter)

Market at Sharyland Place

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

301,174

 

(Walmart Supercenter)

Kohl's, Dollar Tree

McAllen Center

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

103,702

 

Xtreme Jump

Northcross

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

74,766

 

Barnes & Noble

Old Navy Building

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

15,000

 

Old Navy

Sharyland Towne Crossing

 

McAllen-Edinburg-Mission, TX

 

50.0

(1)(3)

 

492,797

 

H-E-B

(Target), T.J. Maxx, Petco, Office Depot, Ross Dress for Less

Trenton Crossing

 

McAllen-Edinburg-Mission, TX

 

100.0

  

 

570,921

 

(Target), (Kohl's), Hobby Lobby, Ross Dress for Less, Marshalls, PetSmart

Starr Plaza

 

Rio Grande City, TX

 

50.0

(1)(3)

 

176,694

 

H-E-B

Fiesta Trails

 

San Antonio-New Braunfels, TX

 

100.0

  

 

498,020

 

(H-E-B)

Marshalls, Bob Mills Furniture, Petco

Stevens Ranch

 

San Antonio-New Braunfels, TX

 

50.0

(1)

 

21,312

 

(H-E-B)

The Shoppes at Wilderness Oaks

 

San Antonio-New Braunfels, TX

 

100.0

  

 

20,081

 

Thousand Oaks Shopping Center

 

San Antonio-New Braunfels, TX

 

15.0

(1)

 

161,807

 

H-E-B

Tuesday Morning

Texas Total:

 

  

 

  

 

  

 

9,109,048

 

Virginia

 

  

 

  

 

  

 

  

 

Hilltop Village Center

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

100.0

(4)

 

250,811

 

Wegmans

L.A. Fitness

Virginia Total:

 

  

 

  

 

  

 

250,811

 

Washington

 

  

 

  

 

  

 

  

 

2200 Westlake

 

Seattle-Tacoma-Bellevue, WA

 

69.4

(1)(3)

 

87,014

 

Whole Foods

Covington Esplanade

 

Seattle-Tacoma-Bellevue, WA

 

100.0

  

 

187,388

 

The Home Depot

Meridian Town Center

 

Seattle-Tacoma-Bellevue, WA

 

20.0

(1)(3)

 

143,236

 

(Safeway)

Jo-Ann Fabric, Tuesday Morning

Queen Anne Marketplace

 

Seattle-Tacoma-Bellevue, WA

 

51.0

(1)(3)

 

80,961

 

Metropolitan Market

Bartell's Drug

Rainier Square Plaza

 

Seattle-Tacoma-Bellevue, WA

 

20.0

(1)(3)

 

111,735

 

Safeway

Ross Dress for Less

South Hill Center

 

Seattle-Tacoma-Bellevue, WA

 

20.0

(1)(3)

 

134,010

 

Bed Bath & Beyond, Ross Dress for Less, Best Buy

The Whittaker

 

Seattle-Tacoma-Bellevue, WA

 

100.0

  

 

63,663

 

Whole Foods

  

Washington Total:

 

808,007

Total Operating Properties

 

29,986,432

New Development

Virginia

Centro Arlington

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

90.0

(1)(2)(3)

 

72,413

 

Harris Teeter

West Alex

 

Washington-Arlington-Alexandria, DC-VA-MD-WV

 

100.0

(2)

 

125,539

 

Harris Teeter

Virginia Total:

 

197,952

Total New Developments

 

197,952

Operating & New Development Properties

 

30,184,384

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Operating Properties          
Arizona            
Broadway Marketplace Phoenix-Mesa-Scottsdale, AZ100.0%   87,379
   Office Max, Ace Hardware
Camelback Miller Plaza Phoenix-Mesa-Scottsdale, AZ100.0%   150,711
 Sprouts Farmers Market T.J. Maxx, PetSmart
Camelback Village Square Phoenix-Mesa-Scottsdale, AZ 100.0%   240,951
 Fry’s Supermarket (LA Fitness)
Desert Village Shopping Center Phoenix-Mesa-Scottsdale, AZ 100.0%   107,071
 AJ Fine Foods CVS
Fountain Plaza Phoenix-Mesa-Scottsdale, AZ 100.0%   304,107
 Fry’s Supermarket Dollar Tree, (Lowe's)
Madison Village Marketplace Phoenix-Mesa-Scottsdale, AZ 100.0%   90,264
 Safeway 
Monte Vista Village Center Phoenix-Mesa-Scottsdale, AZ 100.0%   108,551
 
 (Wells Fargo)
Phoenix Office Building Phoenix-Mesa-Scottsdale, AZ 100.0%   21,122
   Weingarten Realty Regional Office, Endurance Rehab
Pueblo Anozira Shopping Center Phoenix-Mesa-Scottsdale, AZ 100.0%   157,532
 Fry’s Supermarket Petco, Dollar Tree
Raintree Ranch Center Phoenix-Mesa-Scottsdale, AZ 100.0%   133,020
 Whole Foods  
Red Mountain Gateway Phoenix-Mesa-Scottsdale, AZ 100.0%   204,928
   (Target), Bed Bath & Beyond, Famous Footwear
Scottsdale Horizon Phoenix-Mesa-Scottsdale, AZ 100.0%   155,046
 Safeway CVS
Scottsdale Waterfront Phoenix-Mesa-Scottsdale, AZ 100.0%   93,334
   Olive & Ivy, P.F. Chang's, David's Bridal, Urban Outfitters

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Squaw Peak Plaza Phoenix-Mesa-Scottsdale, AZ 100.0%   60,713
 Sprouts Farmers Market  
Summit at Scottsdale Phoenix-Mesa-Scottsdale, AZ 51.0% (1)(3) 322,992
 Safeway (Target), CVS, OfficeMax, PetSmart
Entrada de Oro Plaza Shopping Center Tucson, AZ 100.0%   109,075
 Walmart Neighborhood Market  
Madera Village Shopping Center Tucson, AZ 100.0%   106,858
 Safeway Dollar Tree
Oracle Wetmore Shopping Center Tucson, AZ 100.0%   343,298
   (Home Depot), (Nordstrom Rack), Jo-Ann Fabric, Cost Plus World Market, PetSmart, Walgreens, Ulta Beauty
Shoppes at Bears Path Tucson, AZ 100.0%   66,131
   (CVS Drug)
Arizona Total:       2,863,083
    
California            
8000 Sunset Strip Shopping Center Los Angeles-Long Beach-Anaheim, CA 100.0%   169,775
 Trader Joe's CVS, Crunch, AMC Theaters, CB2
Centerwood Plaza Los Angeles-Long Beach-Anaheim, CA 100.0%   75,486
 Superior Grocers Dollar Tree
The Westside Center Los Angeles-Long Beach-Anaheim, CA 100.0%   36,540
   Guitar Center
Westminster Center Los Angeles-Long Beach-Anaheim, CA 100.0%   440,437
 Albertsons Home Depot, Ross Dress for Less, Petco, Rite Aid, Dollar Tree, 24 Hour Fitness
Chino Hills Marketplace Riverside-San Bernardino-Ontario, CA 100.0%   310,812
 Smart & Final Stores Dollar Tree, 24 Hour Fitness, Rite Aid
Valley Shopping Center Sacramento--Roseville--Arden-Arcade, CA 100.0%   107,191
 Food 4 Less 
El Camino Promenade San Diego-Carlsbad, CA 100.0%   128,740
 
 T.J. Maxx, Dollar Tree, BevMo
Rancho San Marcos Village San Diego-Carlsbad, CA 100.0%   133,439
 Vons 24 Hour Fitness
San Marcos Plaza San Diego-Carlsbad, CA 100.0%   80,086
 (Albertsons) 
580 Market Place San Francisco-Oakland-Hayward, CA 100.0%   100,097
 Safeway 24 Hour Fitness, Petco
Gateway Plaza San Francisco-Oakland-Hayward, CA 100.0%   352,778
 Raley’s 24 Hour Fitness
Greenhouse Marketplace San Francisco-Oakland-Hayward, CA 100.0%   232,824
 (Safeway) (CVS), Jo-Ann Fabric, 99 Cents Only, Petco
Cambrian Park Plaza San Jose-Sunnyvale-Santa Clara, CA 100.0%   171,190
 
 BevMo, Dollar Tree
Silver Creek Plaza San Jose-Sunnyvale-Santa Clara, CA 100.0%   201,716
 Sprouts Farmers Market Walgreens
Stevens Creek Central San Jose-Sunnyvale-Santa Clara, CA 100.0%   195,863
 Safeway Marshalls, Total Wine, Cost Plus World Market
Freedom Centre Santa Cruz-Watsonville, CA 100.0%   150,865
 Safeway Rite Aid, Big Lots
Stony Point Plaza Santa Rosa, CA 100.0%   200,011
 Food Maxx Ross Dress for Less, Fallas Paredes
Southampton Center Vallejo-Fairfield, CA 100.0%   162,026
 Raley’s Ace Hardware, Dollar Tree
California Total:       3,249,876
    
Colorado            
Aurora City Place Denver-Aurora-Lakewood, CO 50.0% (1)(3) 538,152
 (Super Target) Barnes & Noble, Ross Dress For Less, PetSmart, Michaels, Conn's
Crossing at Stonegate Denver-Aurora-Lakewood, CO 100.0%   109,080
 King Sooper’s  
Edgewater Marketplace Denver-Aurora-Lakewood, CO 100.0%   270,548
 King Sooper's Ace Hardware, (Target)
Lowry Town Center Denver-Aurora-Lakewood, CO 100.0%   129,425
 (Safeway)  
River Point at Sheridan Denver-Aurora-Lakewood, CO 100.0%   663,500
   (Target), (Costco), Regal Cinema, Michaels, Conn's, PetSmart, Burlington
Colorado Total:       1,710,705
    
Florida            
Argyle Village Shopping Center Jacksonville, FL 100.0%   306,506
 Publix Bed Bath & Beyond, T.J. Maxx, Jo-Ann Fabric, Michaels, American Signature Furniture
Atlantic West Jacksonville, FL 50.0% (1)(3) 188,278
 (Walmart Supercenter) T.J. Maxx, HomeGoods, Dollar Tree, Shoe Carnival, (Kohl's)
Epic Village St. Augustine Jacksonville, FL 70.0% (1) 64,180
   (Epic Theaters)
Kernan Village Jacksonville, FL 50.0% (1)(3) 288,780
 (Walmart Supercenter) Ross Dress for Less, Petco
Boca Lyons Plaza Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   117,597
 Aroma Market & Catering Ross Dress for Less
Deerfield Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   408,803
 Publix T.J. Maxx, Marshalls, Cinépolis, YouFit, Ulta
Embassy Lakes Shopping Center Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   142,751
 
 Tuesday Morning, Dollar Tree

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Flamingo Pines Miami-Fort Lauderdale-West Palm Beach, FL 20.0% (1)(3) 148,841
 Publix  
Hollywood Hills Plaza Miami-Fort Lauderdale-West Palm Beach, FL 20.0% (1)(3) 416,769
 Publix Target, Chewy.com
Northridge Miami-Fort Lauderdale-West Palm Beach, FL 20.0% (1)(3) 236,478
 Publix Petco, Ross Dress for Less, Dollar Tree
Pembroke Commons Miami-Fort Lauderdale-West Palm Beach, FL 20.0% (1)(3) 323,687
 Publix Marshalls, Office Depot, LA Fitness, Dollar Tree
Sea Ranch Centre Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   98,851
 Publix CVS, Dollar Tree
Tamiami Trail Shops Miami-Fort Lauderdale-West Palm Beach, FL 20.0% (1)(3) 132,647
 Publix CVS
The Palms at Town & County Miami-Fort Lauderdale-West Palm Beach, FL100.0%   657,638
 Publix Kohl's, Marshalls, HomeGoods, Dick's Sporting Goods, 24 Hour Fitness, Nordstrom Rack, CVS
TJ Maxx Plaza Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   161,429
 Fresco Y Mas T.J. Maxx, Dollar Tree
Vizcaya Square Shopping Center Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   110,081
 Winn Dixie  
Wellington Green Commons Miami-Fort Lauderdale-West Palm Beach, FL 100.0%   136,556
 Whole Foods Market  
Clermont Landing Orlando-Kissimmee-Sanford, FL 75.0% (1)(3) 347,284
   (J.C. Penney), (Epic Theater), T.J. Maxx, Ross Dress for Less, Michaels
Colonial Plaza Orlando-Kissimmee-Sanford, FL 100.0%   498,457
   Hobby Lobby, Ross Dress for Less, Marshalls, Old Navy, Staples, Stein Mart, Barnes & Noble, Petco, Big Lots
Phillips Crossing Orlando-Kissimmee-Sanford, FL 100.0%   145,644
 Whole Foods Golf Galaxy, Michaels
Shoppes of South Semoran Orlando-Kissimmee-Sanford, FL 100.0%   103,779
 Walmart Neighborhood Market Dollar Tree
The Marketplace at Dr. Phillips Orlando-Kissimmee-Sanford, FL 20.0% (1)(3) 326,850
 Publix HomeGoods, Stein Mart, Morton's of Chicago, Office Depot
Winter Park Corners Orlando-Kissimmee-Sanford, FL 100.0%   93,311
 Sprouts Farmers Market  
Pineapple Commons Port St. Lucie, FL 20.0% (1)(3) 269,924
   Ross Dress for Less, Best Buy, PetSmart, Marshalls, (CVS)
Countryside Centre Tampa-St. Petersburg-Clearwater, FL 100.0%   245,958
   T.J. Maxx, HomeGoods, Dick's Sporting Goods, Ross Dress for Less
East Lake Woodlands Tampa-St. Petersburg-Clearwater, FL 20.0% (1)(3) 104,430
 Walmart Neighborhood Market Walgreens
Largo Mall Tampa-St. Petersburg-Clearwater, FL 100.0%   610,106
 (Publix) Marshalls, Bealls, PetSmart, Bed Bath & Beyond, Staples, Michaels, (Target)
Sunset 19 Shopping Center Tampa-St. Petersburg-Clearwater, FL 100.0%   267,819
 Sprouts Farmers Market Hobby Lobby, Bed Bath & Beyond, Barnes & Noble, Old Navy, Cost Plus World Market
Florida Total:       6,953,434
    
Georgia            
Brownsville Commons Atlanta-Sandy Springs-Roswell, GA 100.0%   81,913
 (Kroger)  
Camp Creek Marketplace II Atlanta-Sandy Springs-Roswell, GA 100.0%   228,003
   Burlington, DSW, LA Fitness, American Signature Furniture
Grayson Commons Atlanta-Sandy Springs-Roswell, GA 100.0%   76,581
 Kroger  
Lakeside Marketplace Atlanta-Sandy Springs-Roswell, GA 100.0%   332,699
 (Super Target) Ross Dress for Less, Petco
Mansell Crossing Atlanta-Sandy Springs-Roswell, GA 20.0% (1)(3) 102,930
   buybuy BABY, Ross Dress for Less, Party City
North Decatur Station Atlanta-Sandy Springs-Roswell, GA 51.0% (1)(3) 88,778
 Whole Foods 365 
Perimeter Village Atlanta-Sandy Springs-Roswell, GA 100.0%   380,538
 Walmart Supercenter Hobby Lobby, Cost Plus World Market, DSW
Publix at Princeton Lakes Atlanta-Sandy Springs-Roswell, GA 20.0% (1)(3) 72,205
 Publix  
Roswell Corners Atlanta-Sandy Springs-Roswell, GA 100.0%   327,261
 (Super Target), Fresh Market T.J. Maxx
Roswell Crossing Shopping Center Atlanta-Sandy Springs-Roswell, GA 100.0%   201,056
 Trader Joe's Office Max, PetSmart, Walgreens
Thompson Bridge Commons Gainesville, GA 100.0%   95,587
 (Kroger)  
Georgia Total:       1,987,551
    
Kentucky            
Festival on Jefferson Court Louisville/Jefferson County, KY-IN 100.0%   218,107
 Kroger (PetSmart), (T.J. Maxx), Staples, Party City
Kentucky Total:       218,107
    
Maryland            
Pike Center Washington-Arlington-Alexandria, DC-VA-MD-WV 100.0%   80,841
 
 Pier 1, DXL Mens Apparel
Maryland Total:       80,841
    

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Nevada            
Charleston Commons Shopping Center Las Vegas-Henderson-Paradise, NV 100.0%   366,952
 Walmart Ross Dress for Less, Office Max, 99 Cents Only, PetSmart
College Park Shopping Center Las Vegas-Henderson-Paradise, NV 100.0%   195,215
 El Super Factory 2 U, CVS
Francisco Center Las Vegas-Henderson-Paradise, NV 100.0%   148,815
 La Bonita Grocery (Ross Dress for Less)
Rancho Towne & Country Las Vegas-Henderson-Paradise, NV 100.0%   161,837
 Smith’s Food 
Nevada Total:       872,819
    
New Mexico            
North Towne Plaza Albuquerque, NM 100.0%   145,851
 Whole Foods Market HomeGoods
New Mexico Total:       145,851
    
North Carolina            
Galleria Shopping Center Charlotte-Concord-Gastonia, NC-SC 100.0%   324,704
 (Walmart Supercenter) 
Bull City Market Durham-Chapel Hill, NC 100.0%   40,875
 Whole Foods Market  
Hope Valley Commons Durham-Chapel Hill, NC 100.0%   81,327
 Harris Teeter  
Avent Ferry Shopping Center Raleigh, NC 100.0%   119,652
 Food Lion Family Dollar
Capital Square Raleigh, NC 100.0%   143,063
 Food Lion  
Falls Pointe Shopping Center Raleigh, NC 100.0%   198,549
 Harris Teeter (Kohl’s)
High House Crossing Raleigh, NC 100.0%   87,517
 Lidl  
Leesville Towne Centre Raleigh, NC 100.0%   127,106
 Harris Teeter 
Northwoods Shopping Center Raleigh, NC 100.0%   77,803
 Walmart Neighborhood Market Dollar Tree
Six Forks Shopping Center Raleigh, NC 100.0%   468,402
 Food Lion Target, Home Depot, Bed Bath & Beyond, PetSmart
Stonehenge Market Raleigh, NC 100.0%   188,437
 Harris Teeter Stein Mart, Walgreens
North Carolina Total:       1,857,435
    
Oregon            
Clackamas Square Portland-Vancouver-Hillsboro, OR-WA 20.0% (1)(3) 140,226
 (Winco Foods) T.J. Maxx
Raleigh Hills Plaza Portland-Vancouver-Hillsboro, OR-WA 20.0% (1)(3) 39,520
 New Seasons Market Walgreens
Oregon Total:       179,746
    
Tennessee            
Highland Square Memphis, TN-MS-AR 100.0%   14,490
 
 Walgreens
Mendenhall Commons Memphis, TN-MS-AR 100.0%   88,108
 Kroger 
Ridgeway Trace Memphis, TN-MS-AR 100.0%   306,556
 
 (Target), Best Buy, PetSmart, REI
The Commons at Dexter Lake Memphis, TN-MS-AR 100.0%   245,396
 Kroger Marshalls, HomeGoods, Stein Mart
Tennessee Total:       654,550
    
Texas            
Mueller Regional Retail Center Austin-Round Rock, TX100.0%   351,099
   Marshalls, PetSmart, Bed Bath & Beyond, Home Depot, Best Buy, Total Wine
North Park Plaza Beaumont-Port Arthur, TX 50.0% (1)(3) 281,035
   (Target), Spec's, Kirkland's
North Towne Plaza Brownsville-Harlingen, TX 100.0%   144,846
   (Lowe's)
Rock Prairie Marketplace College Station-Bryan, TX 100.0%   18,163
   
Overton Park Plaza Dallas-Fort Worth-Arlington, TX 100.0%   462,800
 Sprouts Farmers Market Burlington, PetSmart, T.J. Maxx, (Home Depot), buybuy BABY
Preston Shepard Place Dallas-Fort Worth-Arlington, TX 20.0% (1)(3) 361,830
   Nordstrom, Marshalls, Stein Mart, Office Depot, Petco, Burlington
10-Federal Shopping Center Houston-The Woodlands-Sugar Land, TX 15.0% (1) 132,473
 Sellers Bros. Palais Royal, Harbor Freight Tools
Alabama Shepherd Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   59,120
 Trader Joe's PetSmart
Baybrook Gateway Houston-The Woodlands-Sugar Land, TX 100.0%   241,149
   Ashley Furniture, Cost Plus World Market, Barnes & Noble, Michaels
Bellaire Blvd. Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   43,891
 Randall’s  
Blalock Market at I-10 Houston-The Woodlands-Sugar Land, TX 100.0%   97,277
 99 Ranch Market  

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Citadel Building Houston-The Woodlands-Sugar Land, TX 100.0%   121,000
   Weingarten Realty Investors Corporate Office
Galveston Place Houston-The Woodlands-Sugar Land, TX 100.0%   210,361
 Randall’s Office Depot, Palais Royal, Spec's
Griggs Road Shopping Center Houston-The Woodlands-Sugar Land, TX 15.0% (1) 80,093
 
 Family Dollar, Citi Trends
Harrisburg Plaza Houston-The Woodlands-Sugar Land, TX 15.0% (1) 93,620
   dd's Discount
HEB - Dairy Ashford & Memorial Houston-The Woodlands-Sugar Land, TX 100.0%   36,874
   H-E-B Fulfillment Center
Heights Plaza Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   71,277
 Kroger Goodwill
I45/Telephone Rd. Houston-The Woodlands-Sugar Land, TX 15.0% (1) 171,600
 Sellers Bros. Famsa, Harbor Freight Tools
League City Plaza Houston-The Woodlands-Sugar Land, TX 15.0% (1) 129,467
 
 Crunch Fitness, Spec’s
Market at Westchase Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   81,441
   Blink Fitness
Oak Forest Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   157,812
 Kroger Ross Dress for Less, Dollar Tree, PetSmart
Randalls Center/Kings Crossing Houston-The Woodlands-Sugar Land, TX 100.0%   126,397
 Randall’s CVS
Richmond Square Houston-The Woodlands-Sugar Land, TX 100.0%   92,657
 
 Best Buy, Cost Plus World Market
River Oaks Shopping Center - East Houston-The Woodlands-Sugar Land, TX 100.0%   71,265
 Kroger 
River Oaks Shopping Center - West Houston-The Woodlands-Sugar Land, TX 100.0% (5) 230,026
 Kroger Barnes & Noble, Talbots, Ann Taylor, GAP, JoS. A. Bank
Shoppes at Memorial Villages Houston-The Woodlands-Sugar Land, TX 100.0%   166,777
 
 Gulf Coast Veterinary Specialists
Shops at Kirby Drive Houston-The Woodlands-Sugar Land, TX 100.0%   55,460
 
 Freebirds Burrito
Shops at Three Corners Houston-The Woodlands-Sugar Land, TX 70.0% (1) 282,613
 Fiesta Ross Dress for Less, PetSmart, Office Depot, Big Lots
Southgate Shopping Center Houston-The Woodlands-Sugar Land, TX 15.0% (1) 124,453
 Food-A-Rama CVS, Family Dollar, Palais Royal
The Centre at Post Oak Houston-The Woodlands-Sugar Land, TX 100.0%   183,940
 
 Marshalls, Old Navy, Grand Lux Café, Nordstrom Rack, Arhaus
The Shops at Hilshire Village Houston-The Woodlands-Sugar Land, TX 100.0%   117,473
 Kroger Walgreens
Tomball Marketplace Houston-The Woodlands-Sugar Land, TX 100.0%   326,545
   (Academy), (Kohl's), Ross Dress For Less, Marshalls
Village Plaza at Bunker Hill Houston-The Woodlands-Sugar Land, TX 57.8% (1)(3) 491,687
 H-E-B PetSmart, Academy, Nordstrom Rack, Burlington
West Gray Houston-The Woodlands-Sugar Land, TX 100.0%   36,900
 
 Pier 1
Westchase Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   347,475
 Whole Foods Market (Target), Ross Dress for Less, Petco
Westhill Village Shopping Center Houston-The Woodlands-Sugar Land, TX 100.0%   130,851
 
 Ross Dress for Less, Office Depot, 99 Cents Only
Independence Plaza Laredo, TX 100.0%   347,302
 H-E-B T.J. Maxx, Ross Dress for Less, Hobby Lobby, Petco, Ulta Beauty
North Creek Plaza Laredo, TX 100.0%   487,850
 (H-E-B) (Target), Marshalls, Old Navy, Best Buy, HomeGoods
Plantation Centre Laredo, TX 100.0%   144,129
 H-E-B 
Las Tiendas Plaza McAllen-Edinburg-Mission, TX 50.0% (1)(3) 500,084
 
 (Target), Dick's Sporting Goods, Conn's, Ross Dress for Less, Marshalls, Office Depot, (HomeGoods), (Forever 21)
Market at Nolana McAllen-Edinburg-Mission, TX 50.0% (1)(3) 245,057
 (Walmart Supercenter) 
Market at Sharyland Place McAllen-Edinburg-Mission, TX 50.0% (1)(3) 301,174
 (Walmart Supercenter) Kohl's, Dollar Tree
McAllen Center McAllen-Edinburg-Mission, TX 50.0% (1)(3)(6) 103,702
 H-E-B 
North Sharyland Crossing McAllen-Edinburg-Mission, TX 50.0% (1)(3) 3,576
   
Northcross McAllen-Edinburg-Mission, TX 50.0% (1)(3) 75,066
   Barnes & Noble
Old Navy Building McAllen-Edinburg-Mission, TX 50.0% (1)(3) 15,000
   Old Navy
Sharyland Towne Crossing McAllen-Edinburg-Mission, TX 50.0% (1)(3) 492,797
 H-E-B (Target), T.J. Maxx, Petco, Office Depot, Ross Dress for Less
Trenton Crossing McAllen-Edinburg-Mission, TX 100.0%   571,255
 
 (Target), (Kohl's), Hobby Lobby, Ross Dress for Less, Marshalls, PetSmart
Starr Plaza Rio Grande City, TX 50.0% (1)(3) 176,694
 H-E-B Bealls
Fiesta Trails San Antonio-New Braunfels, TX 100.0%   486,470
 (H-E-B) Marshalls, Bob Mills Furniture, Act III Theatres, Stein Mart, Petco
Parliament Square II San Antonio-New Braunfels, TX 100.0%   54,541
 
 Incredible Pizza

Center 
CBSA (7)
 Owned % 
Foot
Notes  
 GLA 
Grocer Anchor
( ) indicates owned
by others
 
Other Anchors
( ) indicates owned by others
Stevens Ranch San Antonio-New Braunfels, TX 50.0% (1) 21,314
   
The Shoppes at Wilderness Oaks San Antonio-New Braunfels, TX 100.0%   20,081
 
 
Thousand Oaks Shopping Center San Antonio-New Braunfels, TX 15.0% (1) 161,807
 H-E-B Bealls, Tuesday Morning
Texas Total:       10,339,646
    
Utah            
West Jordan Town Center Salt Lake City, UT 100.0%   304,899
 Lucky Supermarket (Target), Petco
Utah Total:       304,899
    
Virginia            
Hilltop Village Center Washington-Arlington-Alexandria, DC-VA-MD-WV 100.0% (4) 250,811
 Wegmans L.A. Fitness
Virginia Total:       250,811
    
Washington            
2200 Westlake Seattle-Tacoma-Bellevue, WA 69.4% (1)(3) 87,014
 Whole Foods  
Covington Esplanade Seattle-Tacoma-Bellevue, WA 100.0%   187,388
 
 The Home Depot
Meridian Town Center Seattle-Tacoma-Bellevue, WA 20.0% (1)(3) 143,401
 (Safeway) Jo-Ann Fabric, Tuesday Morning
Queen Anne Marketplace Seattle-Tacoma-Bellevue, WA 51.0% (1)(3) 81,053
 Metropolitan Market Bartell's Drug
Rainier Square Plaza Seattle-Tacoma-Bellevue, WA 20.0% (1)(3) 111,735
 Safeway Ross Dress for Less
South Hill Center Seattle-Tacoma-Bellevue, WA 20.0% (1)(3) 134,010
   Bed Bath & Beyond, Ross Dress for Less, Best Buy
The Whittaker Seattle-Tacoma-Bellevue, WA 100.0% 
 63,663
 Whole Foods  
Washington Total:       808,264
    
Total Operating Properties     32,477,618
    
New Development          
Virginia            
Centro Arlington Washington-Arlington-Alexandria, DC-VA-MD-WV 90.0% (1)(2)(3) 72,294
 Harris Teeter  
West Alex Washington-Arlington-Alexandria, DC-VA-MD-WV 100.0%  (2) 
 Harris Teeter  
Virginia Total:       72,294
    
Total New Developments     72,294
    
Operating & New Development Properties     32,549,912
    
___________________
(1)Denotes property is held by a real estate joint venture or partnership; however, the gross leasable area square feet figures include our partners’ ownership interest in the property and property owned by others.partnership.
(2)Denotes property currently under development.
(3)Denotes properties that are not consolidated under generally accepted accounting principles.
(4)Denotes Hilltop Village Center, a 50/50 Joint Venture reflecting current 100% economics to WRI.
(5)River Oaks Shopping Center - West includes The Driscoll at River Oaks which is under development.
(6)McAllen Center formerly reported as South 10th St. HEB.
(7)CBSA represents the Core Based Statistical Area.

ITEM 3. Legal Proceedings

We are involved in various matters of litigation arising in the normal course of business. In accordance with SEC rules, we have limited our materiality threshold to $1 million, as we believe this threshold will provide more meaningful disclosures on proceedings material to us. While we are unable to predict the amounts involved, our management and counsel believe that when such litigation is resolved, our resulting liability, if any, will not have exceeded the threshold or have a material effect on our consolidated financial statements.

24

ITEM 4. Mine Safety Disclosures

Not applicable.


PART II

ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our common shares are listed and traded on the New York Stock Exchange under the symbol “WRI.” As of February 21, 2020,15, 2021, the number of holders of record of our common shares was 1,651.

1,578.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes the equity compensation plans under which our common shares may be issued as of December 31, 20192020:

    

Number of

    

    

Number of

shares to

shares

be issued upon

remaining

exercise of

available for

outstanding

Weighted average

future issuance

options,

exercise price of

under equity

warrants and

outstanding options,

compensation

Plan category

 

rights

warrants and rights

plans

Equity compensation plans approved by shareholders

 

43,016

$

24.87

 

657,902

Equity compensation plans not approved by shareholders

 

 

 

Total

 

43,016

$

24.87

 

657,902

:

25

Plan category Number of shares to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of shares remaining available for future issuance under equity compensation plans
Equity compensation plans approved by shareholders 207,416 $23.84 952,877
Equity compensation plans not approved by shareholders   
Total 207,416 $23.84 952,877

Performance Graph

The graph and table below provides an indicator of cumulative total shareholder returns for us as compared with the S&P 500 Stock Index and the FTSE NAREIT Equity Shopping Centers Index, weighted by market value at each measurement point. The graph assumes that on December 31, 2014,2015, $100 was invested in our common shares and that all dividends were reinvested by the shareholder.

Comparison of Five Year Cumulative Return

wri-2019123_chartx01077a12.jpg

Graphic

*$100 invested on December 31, 20142015 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
Source: SNL Financial LC

 2015 2016 2017 2018 2019
Weingarten Realty Investors$103.18
 $111.00
 $109.40
 $92.03
 $122.49
S&P 500 Index101.38
 113.51
 138.29
 132.23
 173.86
FTSE NAREIT Equity Shopping Centers Index104.72
 108.57
 96.23
 82.23
 102.81
S&P Global Market Intelligence

    

2016

    

2017

    

2018

    

2019

    

2020

Weingarten Realty Investors

$

107.58

$

106.03

$

89.20

$

118.71

$

87.35

S&P 500 Index

 

111.96

 

136.40

 

130.42

 

171.49

 

203.04

FTSE NAREIT Equity Shopping Centers Index

 

103.68

 

91.90

 

78.53

 

98.18

 

71.04

There can be no assurance that our share performance will continue into the future with the same or similar trends depicted in the graph above. We do not make or endorse any predications as to future share performance.

26

Issuer Purchases of Equity Securities

We have a $200 million share repurchase plan. Under this plan, we may repurchase common shares from time-to-time in open-market or in privately negotiated purchases. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors. The repurchase plan may be suspended or discontinued at any time, and we have no obligations to repurchase any amount of our common shares under the plan. As of the date of this filing, $181.5$149.4 million of common shares remained available to be repurchased under thethis plan. Also,

Repurchases of our common shares for the three monthsquarter ended December 31, 2019, no common shares were surrendered or deemed surrendered to us to satisfy any employees' tax withholding obligations in connection with the vesting and/or exercise of awards under our equity-based compensation plans.


ITEM 6. Selected Financial Data
The following table sets forth our selected consolidated financial data and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Consolidated Financial Statements and accompanying Notes in “Item 8. Financial Statements and Supplementary Data” and the financial schedules included elsewhere in this Form 10-K.
2020 are as follows (in thousands, except per share amounts):

(a)

(b)

(c)

(d)

Maximum

Total Number

Dollar Value

of Shares

of Shares that

Total

Purchased as

May Yet be

Number of

Average

Part of Publicly

Purchased

Shares

Price Paid

Announced

Under the

Period

Purchased

Per Share

Program

Program

November 1, 2020 to November 30, 2020 (1)

833

$

16.67

 

832

$

149,398

 
(Amounts in thousands, except per share amounts)
Year Ended December 31,
 
2019 (1)
 
2018 (1)
 2017 2016 2015
Operating Data:         
Revenues$486,625
 $531,147
 $573,163
 $549,555
 $512,844
Operating expenses327,095
 356,820
 395,356
 354,453
 327,993
Interest expense, net57,601
 63,348
 80,326
 83,003
 87,783
Interest and other income, net11,003
 2,807
 7,532
 1,910
 4,406
Gain on sale of property189,914
 207,865
 218,611
 100,714
 59,621
Income before income taxes and equity in earnings of real estate joint ventures and partnerships, net302,846
 321,651
 323,624
 214,723
 161,095
(Provision) benefit for income taxes(1,040) (1,378) 17
 (6,856) (52)
Equity in earnings of real estate joint ventures and partnerships, net20,769
 25,070
 27,074
 20,642
 19,300
Gain on sale and acquisition of real estate joint venture and partnership interests
 
 
 48,322
 879
Net income322,575
 345,343
 350,715
 276,831
 181,222
Less: net income attributable to noncontrolling interests(7,140) (17,742) (15,441) (37,898) (6,870)
Dividends and redemption costs of preferred shares
 
 
 
 (13,517)
Net income attributable to common shareholders$315,435
 $327,601
 $335,274
 $238,933
 $160,835
Per Share Data - Basic:         
Net income attributable to common shareholders$2.47
 $2.57
 $2.62
 $1.90
 $1.31
Weighted average number of shares - basic127,842
 127,651
 127,755
 126,048
 123,037
Per Share Data - Diluted:         
Net income attributable to common shareholders$2.44
 $2.55
 $2.60
 $1.87
 $1.29
Weighted average number of shares - diluted130,116
 128,441
 130,071
 128,569
 124,329
Balance Sheet Data:         
Property before accumulated depreciation$4,145,249
 $4,105,068
 $4,498,859
 $4,789,145
 $4,262,959
Total assets3,937,934
 3,826,961
 4,196,639
 4,426,928
 3,901,945
Debt, net1,732,338
 1,794,684
 2,081,152
 2,356,528
 2,113,277
Total equity1,876,160
 1,750,699
 1,809,842
 1,716,896
 1,545,010
Other Data:         
Cash flows from operating activities$270,050
 $285,960
 $269,758
 $252,411
 $245,435
Cash flows from investing activities(16,026) 432,954
 298,992
 (366,172) (197,132)
Cash flows from financing activities(274,870) (664,111) (588,695) 129,798
 (126,248)
Cash dividends per common share1.58
 2.98
 2.29
 1.46
 1.38
NAREIT funds from operations attributable to common shareholders - basic (2)
271,608
 307,934
 308,517
 291,656
 258,126
NAREIT funds from operations attributable to common shareholders - diluted (2)
273,720
 307,934
 311,601
 293,652
 260,029
Core funds from operations attributable to common shareholders - diluted (2)
273,730
 292,515
 318,446
 300,894
 274,772
___________________
(1)Includes common shares surrendered or deemed surrendered to us to satisfy such employees' tax withholding obligations in connection with the vesting and/or exercise of awards under our equity-based compensation plans and shares repurchased under our share repurchase plan. See Note 28 in Item 8 for newly issued accounting pronouncements that were adopted using a modified retrospective approach during the respective year and may affect the comparability of the above selected financialadditional information.
(2)See Item 7 for the definition of funds from operations attributable to common shareholders for these non-GAAP measures.

ITEM 6. Reserved

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto and the comparative summary of selected financial data appearing elsewhere in this report. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying consolidated financial statements and related footnotes, are subject to management’s evaluation and interpretation of business conditions, retailertenant performance, changing capital market conditions and other factors which could affect the ongoing viability of our tenants. Discussion regarding our results of operations for fiscal year 20182019 as compared to fiscal year 20172018 is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2018,2019, filed with the SEC on February 28, 2019.27, 2020.

The COVID-19 pandemic has resulted in a widespread health crisis, which has adversely affected international, national and local economies and financial markets generally, and has had an unprecedented negative effect on most of the commercial real estate industry. While the distribution of vaccinations and the recent trend in declining infection rates has provided us reasonable optimistic expectations, there remains significant uncertainty regarding the future impact of the pandemic. During 2020, there were also fluctuations in oil and natural gas prices; however, current prices show a partial recovery from the earlier lows. Also, after much disruption, the financial markets have rebounded and are accessible. The discussions below, including without limitation with respect to outlooks and liquidity, are subject to the future effects of the COVID-19 pandemic and the responses to curb its spread, and changes in energy prices, all of which continue to evolve, as well as the other risks described in this report. As such, as described in Part I, Item 1A entitled “Risk Factors,” it is uncertain as to the magnitude of the impact of the pandemic and fluctuations in energy prices, and such other risks, on our results of operations, cash flows, financial condition, or liquidity for fiscal year 2021 and beyond.

27

Executive Overview

Weingarten Realty Investors is a REIT organized under the Texas Business Organizations Code. We, and our predecessor entity, began the ownership of shopping centers and other commercial real estate in 1948. Our primary business is leasing space to tenants in the shopping centers we own or lease. These centers may be mixed-use properties that have both retail and residential components. We also provide property management services for which we charge fees to either joint ventures where we are partners or other outside owners.

We operate a portfolio of rental properties, primarily neighborhood and community shopping centers, totaling approximately 32.530.2 million square feet of gross leasable area that is either owned by us or others. We have a diversified tenant base with two of our largest tenanttenants each comprising only 2.6% of base minimum rental revenues during 2019.

2020.

At December 31, 2019,2020, we owned or operated under long-term leases, either directly or through our interest in real estate joint ventures or partnerships, a total of 170159 properties, which are located in 1615 states spanning the country from coast to coast.

We also owned interests in 2322 parcels of land held for development that totaled approximately 11.911.5 million square feet at December 31, 2019.

2020.

We had approximately 3,8003,500 leases with 2,9002,700 different tenants at December 31, 2019.2020. Rental revenue is primarily derived from operating leases with terms of 10 years or less, and may include multiple options, upon tenant election, to extend the lease term in increments up to five years. Many of our leases have increasing minimum rental rates during the terms of the leases through escalation provisions. In addition, the majority of our leases provide for variable rental revenues, such as reimbursements of real estate taxes, maintenance and insurance and may include an amount based on a percentage of the tenants’ sales. Our anchor tenants are supermarkets, value-oriented apparel/discount stores and other retailers or service providers who generally sell basic necessity-type goods and services. Although there is a broad shift in shopping patterns, including internet shopping that continues to affect our tenants, we believe our anchor tenants, most of which have adopted omni-channel models which help drive foot traffic, combined with convenient locations, attractive and well-maintained properties, high quality retailers and a strong tenant mix, should lessen the effects of these conditions and maintain the viability of our portfolio.

Pandemic

The COVID-19 pandemic has dramatically impacted our business due largely to the extreme hardships facing our tenants. Our tenants have been impacted greatly due to a number of factors, including federal, state and local governmental and legislative mandates to temporarily close and/or limit the operations of non-essential businesses, as well as encouraging or mandating most people to shelter in place and general economic conditions. While all of our markets have embarked upon a reopening of select businesses, including retailers, service providers and restaurants, the impact of these measures on the ability of our tenants to pay rent is indeterminable at this time. Many of our tenants have moved to include on-line sales with curbside pickup or delivery, including restaurants, apparel discounters and electronics. The grocery stores and other retailers with a grocery component that anchor the majority of our shopping centers have increased sales in this environment. The economy continues to gain traction in all of our markets with most of our tenants open for business. Based on annualized base rents, including our share of interest in real estate joint ventures or partnerships, we have estimated that 44% and 19% of our tenants are designated as essential businesses and restaurants, respectively. During 2020, we have experienced an increase from 2019 in tenant fallout of approximately 658,000 square feet representing approximately $12.1 million in annualized base rents, either directly or through our interest in real estate joint ventures or partnerships.

28

Beginning in the second quarter of 2020, we entered into deferrals and abatement agreements with our tenants to provide some relief to the tenants greatly impacted by the COVID-19 shut down. As of February 12, 2021, we have negotiated deferrals with tenants on approximately 995 leases, of which nearly $17.9 million remains of rental payments that have been billed or are to be billed and are primarily scheduled to be repaid by December 31, 2021. In addition, in 2020, we have reduced rental revenues by $36.1 million due to lease related reserves and write-offs, of which $15.0 million is associated with straight-line rent receivables. Due to the anticipated impact from the administration of the COVID-19 vaccinations and the likely ensuing increase in our tenant operations, our current expectation is that rent collections will trend upward throughout 2021; however, no assurances can be given that this will occur due to the uncertainties surrounding our tenants’ reopening and any resurgence of the pandemic and the governmental reaction to any resurgence. As of February 12, 2021, tenant billing data, which includes base minimum rental revenues and escrows for common area maintenance (“CAM”), real estate taxes and insurance either directly or through our interest in real estate joint ventures or partnerships, was as follows:

Percent of Annualized Base Rent

Percent of Cash Collections for the Three Months Ending December 31, 2020

Percent of Cash Collections for January 1, 2021 through January 31, 2021

Essential

63

%

96

%

95

%

Non-essential

37

91

90

Total Cash Collections

100

%

94

93

Deferrals

2

1

Abatement

1

1

Total Cash Collections and Other

97

%

95

%

To conserve liquidity and preserve financial flexibility in light of the uncertainty surrounding the impact of COVID-19, we reduced our dividend payments beginning in the second quarter of 2020 to $.18 per share from $.395 per share. Due to the magnitude of gain generated by our dispositions during 2020, we paid a special dividend near year-end of $.36 per share. On February 18, 2021, our Board of Trust Managers approved a first quarter 2021 dividend of $.30 per common share. Absent a significant deterioration in cash collections, we believe our cash flow from operations will meet our planned capital needs for 2021; however, no assurances can be given that this level of cash flow will occur due to the uncertainty in the duration and restrictions of operations for our tenants. Further, the ability to draw down under our revolving credit facility should provide ample liquidity for us to operate and maintain compliance with our debt covenants.

While all of our offices are currently open, many of our employees continue to work remotely to stay healthy, support operations and in response to stay-at-home mandates or recommendations. Working remotely presents various challenges, including (but not all inclusive) concerns about productivity, connectivity, consumer privacy and IT security.

29

Strategy

Our goal is to remain a leader in owning and operating top-tier neighborhood and community shopping centers and mixed-use properties in certain markets of the United States. Our strategic initiatives include: (1) owning quality shopping centers in preferred locations that attract strong tenants, (2) growing net income from our existing portfolio by increasing occupancy and rental rates, (3) raising net asset value and cash flow through quality acquisitions and new developments, (4) continuously redeveloping our existing shopping centers to increase cash flow and enhance the value of the centers and (5) maintaining a strong, flexible consolidated balance sheet and a well-managed debt maturity schedule. We believe these initiatives will keep our portfolio of properties among the strongest in our sector. Due to current capitalization rates in the market along with the uncertainty of changes in interest rates and various other market conditions, we intend to continue to be very prudent in our evaluation of all new investment opportunities. We believe the pricing of assets that no longer meet our ownership criteria remains reasonably stable while the price of our common shares remains below our net asset value. Given these conditions, we have been focused on dispositions of properties with risk factorscharacteristics that impact our willingness to own them going forward, and although we intend to continue with this strategy, our dispositions are expected to decrease to a normalized level in 2021 from 2020. We intend to utilize the proceeds from dispositions to, among other things, fund acquisitions along with both new development and redevelopment projects.


Dispositions

As we discussed above, we continuously recycle non-core operating centers that no longer meet our ownership criteria and that will provide capital for growth opportunities. During 2019,2020, we disposed of real estate assets, which were owned by us either directly or through our interest in real estate joint ventures or partnerships, with our share of aggregate gross sales proceeds totaling $451.7$248.0 million. Subsequent to December 31, 2020, we sold real estate with our share of the aggregate gross sales proceeds totaling approximately $53.8 million. We have approximately $96$25.4 million of dispositions currently under contracts or letters of intent; however, there are no assurances that these transactions will close at such prices or at all. For 2020,2021, we expect the volume of dispositions will significantly decrease from those in 2019, and we anticipate that our normal disposition recycling program will range from $100 million to $150 million.

We

Acquisitions

Subject to evolving market conditions, we intend to continue to actively seek acquisition properties that meet our return hurdles and to actively evaluate other opportunities as they enter the market. Due to the significant amount of capital available in the market, it has been difficult to participate at price points that meet our investment criteria. During 2019,2020, we acquired six centersone grocery-anchored shopping center and other property, of which five are grocery-anchored shopping centers and one is in a 51% unconsolidated real estate joint venture, adding 828,00094,000 square feet to the portfolio with our share of thean aggregate gross purchase price totaling $246.4$51.5 million. In December 2020, we also acquired our partner’s 42.25% interest in a center at an unconsolidated real estate joint venture for approximately $115.2 million and redeemed our 57.75% interest in the related unconsolidated joint venture while simultaneously disposing of a wholly owned center to our former partner. The transaction resulted in the consolidation of the property in our consolidated financial statements. For 2020,2021, we expect to complete acquisition investments in the range of $100$50 million to $150$100 million; however, there are no assurances that thiswe will actuallyfind suitable acquisition opportunities or, if found, whether and when the closing of the transaction will occur.

New Development and Redevelopment

We intend to continue to focus on identifying new development projects as another source of growth, as well as continue to look for redevelopment opportunities. The opportunities for additional new development projects are limited at this time primarily due to a lack of demand for new retail space. During 2019,2020, we invested $150.4$76.0 million in two mixed-use new development projects that are partially or wholly owned and a 30-story, high-rise residential tower at our River Oaks Shopping Center in Houston, Texas, and we invested $19.2$9.6 million in 11 redevelopment projects that were partially or wholly owned. During 2019,2020, we completed eight redevelopment projects, which added approximately 101,000155,000 square feet to the portfolio with an incremental investment totaling $26.7$29.1 million. For 2020,2021, we expect to investour investment in new development and redevelopments into proceed as planned; however, no assurance can be given as to the rangetiming or cost to complete these developments due to a number of $75 million to $125 million, but we can give no assurances that this will actually occur.uncertainties, including the impact of the pandemic.

30

Capital

We strive to maintain a strong, conservative capital structure, which should provide ready access to a variety of attractive long and short-term capital sources. We carefully balance lower cost, short-term financing with long-term liabilities associated with acquired or developed long-term assets. WeSubject to evolving market conditions, we continue to look for transactions that will strengthen our consolidated balance sheet and further enhance our access to various sources of capital, while reducing our cost of capital. During 2019,2020, we repaid a $50repurchased $32.1 million secured fixed-rate mortgage with a 7% interest rate.of our common shares. Additionally, proceeds from our disposition program and cash generated from operations further strengthened our balance sheet in 2019.2020. Due to the current variability in the capital markets, there can be no assurance that favorable pricing and accessibility will be available in the future.

Operational Metrics

In assessing the performance of our centers, management carefully monitors various operating metrics of the portfolio. As a resultIn light of our strong leasing activitycurrent circumstance and low tenant fallout,the negative impact related to potentially uncollectible revenues, the operating metrics of our portfolio remained strongperformed relatively well in 2019 as we2020. We focused on increasing rental ratescollections and maintaining tenants to minimize the decline in same property net operating income ("SPNOI" and see). See Non-GAAP Financial Measures for additional information).information. Our portfolio delivered solidthe following operating results with:results:

signed occupancy of 92.9% at December 31, 2020 decreased from 95.2% at December 31, 2019;
a decrease of 10.4% in SPNOI for the twelve months ended December 31, 2020 over the same period of 2019; and
rental rate increases of 9.2% for new leases and 6.6% for renewals for the twelve months ended December 31, 2020.
occupancy of 95.2% at December 31, 2019;
an increase of 3.3% in SPNOI that includes redevelopments for the twelve months ended December 31, 2019 over the same period of 2018; and
rental rate increases of 16.3% for new leases and 10.2% for renewals during the three months ended December 31, 2019.

Below are performance metrics associated with our signed and commenced occupancy, SPNOI growth and leasing activity on a pro rata basis:

December 31, 

    

2020

    

2019

Signed Occupancy:

Anchor (space of 10,000 square feet or greater)

95.4

%  

97.7

%

Non-Anchor

88.6

%  

90.8

%

Total

92.9

%

95.2

%

Commenced Occupancy

90.7

%  

92.8

%

Three Months Ended

Twelve Months Ended

December 31, 2020

December 31, 2020

 

SPNOI (1)

(12.1)

%

(10.4)

%

 December 31,
 2019 2018
Anchor (space of 10,000 square feet or greater)97.7% 96.6%
Non-Anchor90.8% 90.6%
Total Occupancy95.2% 94.4%
 Three Months Ended
December 31, 2019
 Twelve Months Ended
December 31, 2019
SPNOI Growth (including Redevelopments) (1)
2.5% 3.3%
_______________
(1)See Non-GAAP Financial Measures for a definition of the measurement of SPNOI and a reconciliation to net income attributable to common shareholders within this section of Item 7.

31

    

    

    

Average

    

Average

    

Average Cost

    

New

Prior

of Tenant

Change in

Number

Square

Rent per

Rent per

Improvements

Base Rent

of

Feet

Square

Square

per Square

on Cash

Leases

('000's)

Foot ($)

Foot ($)

Foot ($)

Basis

Leasing Activity:

  

  

  

  

  

  

Three Months Ended December 31, 2020

New leases (1)

55

172

$

25.46

$

24.25

$

44.33

5.0

%

Renewals

91

271

 

30.47

 

29.36

 

3.8

%

Not comparable spaces

26

98

 

 

 

Total

172

541

$

28.53

$

27.38

$

17.22

4.2

%

Twelve Months Ended December 31, 2020

New leases (1)

144

416

$

25.77

$

23.60

$

41.43

9.2

%

Renewals

443

2,271

 

19.37

 

18.18

 

6.6

%

Not comparable spaces

79

307

 

 

 

Total

666

2,994

$

20.37

$

19.02

$

6.43

7.1

%

 
Number
of
Leases
 
Square
Feet
('000's)
 
Average
New
Rent per
Square
Foot ($)
 
Average
Prior
Rent per
Square
Foot ($)
 
Average Cost
of Tenant
Improvements
per Square
Foot ($)
 
Change in
Base Rent
on Cash
Basis
Leasing Activity:           
Three Months Ended December 31, 2019      
New leases (1)
49
 160
 $21.73
 $18.69
 $60.86
 16.3%
Renewals109
 434
 19.75
 17.93
 
 10.2%
Not comparable spaces37
 153
        
Total195
 747
 $20.29
 $18.14
 $16.43
 11.9%
            
Twelve Months Ended December 31, 2019      
New leases (1)
172
 503
 $25.34
 $21.94
 $43.99
 15.5%
Renewals483
 2,292
 17.52
 16.64
 
 5.2%
Not comparable spaces128
 509
        
Total783
 3,304
 $18.92
 $17.60
 $7.92
 7.5%
_______________
(1)Average external lease commissions per square foot for the three and twelve months ended December 31, 20192020 were $6.82$7.39 and $5.91,$7.04, respectively.

Changing shopping habits, driven by rapid expansion of internet-driven procurement and accelerated by the pandemic, led to increased financial problems for many retailers,businesses, which has had a negative impact on the retail real estate sector. We continue to monitor the effects of these trends, including the impact of retail customer spending over the long-term. We believe the desirability of our physical locations, the significant diversification of our portfolio, both geographically and by tenant base, and the quality of our portfolio, along with its leading retailers and service providers that sell primarily grocery and basic necessity-type goods and services, position us well to mitigate the impact of these changes. Additionally, most retailers have implemented omni-channel models that integrate on-line shopping with in-store experiences that has further reinforced the need for bricks and mortar locations. Despite somerecent market disruption and tenant bankruptcies, we continue to believe there is long-term retailer demand for quality space within strong, strategically located centers.


While

In 2020, we anticipate occupancyexperienced fluctuations in 2020tenant demand for retail space due to, increase slightly from 2019, we may experience some fluctuations due toamong other factors, announced bankruptcies and the repositioning of those spaces inspaces. Currently, the future. Afuture impact to occupancy is unknown due to the uncertainty and duration of the pandemic. Previously, a reduction in the availability of quality retail space, as well as continued retailer demand, contributed to the increase in overall rental rates on a same-space basis as we completed new leases and renewed existing leases; however,leases. Given the magnitudeuncertainty surrounding the impact of these increases decreased in comparisonthe pandemic, we are unclear of its impact to previous years due to, among other factors, a shift in negotiating leverage to the tenant. We expect rental rates to continue to increase; however, we also expectand the funding of tenant improvements and allowances will increase as well, and theallowances. The variability in the mix of leasing transactions as to size of space, market, use and other factors may impact the magnitude of these increases,changes, both positively and negatively. Leasing volume is anticipated to fluctuate due to the uncertainty in tenant falloutsfallouts; including those related to both bankruptcies and tenant non-renewals. Our expectation is that SPNOI growth including redevelopments will average between 1.5%non-renewals; however, leasing activity was strong in the fourth quarter and has remained strong subsequent to 2.5% for 2020year-end. Due to the uncertainties imposed by the pandemic and its impact to our tenants’ operations, we are unable to project SPNOI; however, assuming no significant tenant bankruptcies or significant mandated business closures, SPNOI should improve year-to-date 2021 over 2020, although there are no assurances that this will occur.

New Development/Redevelopment

32

At December 31, 2019, we had two mixed-use projects in the Washington D. C. market and a 30-story, high-rise residential tower at our River Oaks Shopping Center in Houston that were in various stages
We have 11 redevelopment projects in which we plan to invest approximately $74.2 million. Upon completion, the average projected stabilized return on our incremental investment on these redevelopment projects is expected to be between 8.0% and 12.0%.
We had approximately $40.7 million in land held for development at December 31, 2019 that may either be developed or sold. While we are experiencing some interest from retailers and other market participants in our land held for development, opportunities for economically viable developments remain limited. We intend to continue to pursue additional development and redevelopment opportunities in multiple markets; however, finding the right opportunities remains challenging.
Acquisitions
Acquisitions are a key component of our long-term growth strategy. The availability of quality acquisition opportunities remains sporadic in our targeted markets. Intense competition, along with a decline in the volume of high-quality core properties on the market, has driven pricing to very high levels. We intend to remain disciplined in approaching these opportunities, pursuing only those that provide appropriate risk-adjusted returns.
Dispositions
Dispositions are also a key component of our ongoing management process where we selectively prune properties from our portfolio that no longer meet our geographic or growth targets. Dispositions provide capital, which may be recycled into properties that are high barrier-to-entry locations within high growth metropolitan markets, and thus have higher long-term growth potential. Additionally, proceeds from dispositions may be used to reduce outstanding debt, further deleveraging our consolidated balance sheet, to repurchase our common shares and/or debt, dependent upon market prices, or to fund new development and redevelopment projects.

Summary of Critical Accounting Policies

and Estimates

Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and contingencies as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis.basis using available information. We base our estimates on current economic conditions, historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Uncertainty in the current economic environment due to the outbreak of COVID-19 has and may continue to significantly impact the judgments regarding estimates and assumptions utilized by management. We believe the following critical accounting policies require more significant judgments and estimates used in the preparation of our consolidated financial statements.


Revenue Recognition and Accrued Rent, Accrued Customer Contract Receivables and Accounts Receivable

Individual leases and contracts are assessed for collectability and upon the determination that the collection of rents over the life of the lease or contract is not probable, rental revenue and customer contract revenue is then converted to the cash basis and accrued rent and accounts receivables are written off as an adjustment to rental or other revenues, respectively. An additional assessment is made at the portfolio level to determine whether operating lease receivables are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends. An allowance for the uncollectible portion of the portfolio is recorded as an adjustment to rental revenues.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies. Additionally with the uncertainties regarding COVID-19, our assessment also considers the type of tenant and current discussions with the tenants, as well as recent rent collection experience. Determining whether a lease or contract, as well as any related receivables, are appropriately assessed and valued requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. During 2020, we reduced rental revenues by $36.1 million based on these evaluations. The evaluations used in these analyses could result in incorrect estimates when determining values that could be material to our consolidated financial statements.

Real Estate Joint Ventures and Partnerships

To determine the method of accounting for real estate joint ventures and partnerships, management determines whether an entity is a variable interest entity (“VIE”) and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary.

Primary risks associated with our involvement with our VIEs include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations or capital activities.

Non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining whether we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

33

Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation treatment remains appropriate. Decisions regarding consolidation of real estate joint ventures and partnerships frequently require significant judgment by our management. Errors in the assessment of consolidation could result in material changes to our consolidated financial statements.

Impairment

Our property, including right-of-use assets, is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property, any capitalized costs and any identifiable intangible assets, may not be recoverable.

If such an event occurs, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future, with consideration of applicable holding periods, on an undiscounted basis to the carrying amount of such property. If we determine the carrying amount is not recoverable, our basis in the property is reduced to its estimated fair value to reflect impairment in the value of the asset. Fair values are determined by management utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker or appraisal estimates.

We review current economic considerations each reporting period, including the effects of tenant bankruptcies, the suspension of tenant expansion plans for new development projects, declines in real estate values and any changes to plans related to our new development projects, including land held for development, to identify properties where we believe market values may be deteriorating. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. The evaluations used in these analyses could result in incorrect estimates when determining carrying values that could be material to our consolidated financial statements.

During 2020, we sold or marketed several properties that no longer met our risk threshold for ownership and based upon broker opinions or contract pricing, we recognized impairment totaling $24.2 million.

Our investment in real estate joint ventures and partnerships is reviewed for impairment each reporting period. We evaluate various factors, including operating results of the investee, our ability and intent to hold the investment and our views on current market and economic conditions, when determining if there is a decline in the investment value. We will record an impairment charge if we determine that a decline in the estimated fair value of an investment below its carrying amount is other than temporary. The ultimate realization of impairment losses is dependent on a number of factors, including the performance of each investment and market conditions. A considerable amount of judgment by our management is used in this evaluation and may have a significant impact on the resulting factors analyzed for these purposes. During 2019, we recognized impairment totaling $3.1 million on our interests in joint ventures and partnerships due to the investment value associated with the underlying properties being marketed for sale.

We are uncertain whether we will experience additional impairment related to both our properties and investment in real estate joint ventures and partnerships if the effects of COVID-19 are prolonged over a significant period of time; however, we are cautiously optimistic that with introduction of the vaccinations that the economy and our tenants’ economic health will improve throughout 2021. Further, additional impairment could be recognized if management’s or our partners’ plans to hold a property change due to new opportunities to de-risk the portfolio.


34

Results of Operations

Currently, the COVID-19 pandemic has created uncertainties surrounding the global economy and financial markets. Additionally, as noted earlier, tenants have been markedly impacted by the pandemic, which has affected our results. As a result, the full magnitude of the pandemic and the ultimate effect upon our future revenues and operations is uncertain at this time. While we are cautiously optimistic there will be a gradual improvement in the retail environment resulting from the distribution of vaccinations and the related re-opening of the economy, we do not expect revenues and operations to return to pre-COVID levels in the near term.

Comparison of the Year Ended December 31, 20192020 to the Year Ended December 31, 2018

2019

The following table is a summary of certain items in income from continuing operations from our Consolidated Statements of Operations, which we believe represent items that significantly changed during 20192020 as compared to the same period in 2019:

Year Ended December 31, 

 

2020

    

2019

    

Change

    

% Change

 

Revenues

$

433,917

$

486,625

$

(52,708)

 

(10.8)

%

Depreciation and amortization

 

149,930

 

135,674

 

14,256

 

10.5

Operating expenses

91,075

94,620

(3,545)

 

(3.7)

Real estate taxes, net

 

62,564

 

60,813

 

1,751

 

2.9

Impairment loss

24,153

74

24,079

32,539.2

General and administrative expenses

 

37,388

 

35,914

 

1,474

 

4.1

Interest expense, net

 

61,148

 

57,601

 

3,547

 

6.2

Interest and other income, net

 

7,143

 

11,003

 

(3,860)

 

(35.1)

Gain on sale of property

 

65,402

 

189,914

 

(124,512)

 

(65.6)

Equity in earnings of real estate joint ventures and partnerships, net

 

39,206

 

20,769

 

18,437

 

88.8

2018:

 Year Ended December 31,
 2019 2018 Change % Change
Revenues$486,625
 $531,147
 $(44,522) (8.4)%
Depreciation and amortization135,674
 161,838
 (26,164) (16.2)
Real estate taxes, net60,813
 69,268
 (8,455) (12.2)
Impairment loss74
 10,120
 (10,046) (99.3)
General and administrative expenses35,914
 25,040
 10,874
 43.4
Interest expense, net57,601
 63,348
 (5,747) (9.1)
Interest and other income, net11,003
 2,807
 8,196
 292.0
Gain on sale of property189,914
 207,865
 (17,951) (8.6)
Equity in earnings of real estate joint ventures and partnerships, net20,769
 25,070
 (4,301) (17.2)

Revenues

The decrease in revenues of $44.5$52.7 million is attributable primarily to the $47.5 million impact of dispositions, a decrease of $9.1$35.4 million for potentially uncollectible revenues associated primarily with the COVID-19 pandemic and the impact of $28.4 million related to dispositions. Our revenues have decreased $3.2 million from the write-off of lease intangiblesrent abatements and have also declined by approximately $3.0 million due primarily to the terminationnumber of tenant leases, which includes a write-off of a $10.1 million below-market lease intangiblecash basis tenants and changes in 2018,rental rates and $4.3 million of revenues for real estate taxes paid directly by our tenants in 2018 that can no longer be recorded due to the adoption of the new lease accounting standard on January 1, 2019.occupancy. Partially offsetting this decrease is revenue from acquisitions as well as increases in rental rates and occupancy at our existing portfolio, new developments and redevelopments, which contributed $16.4of $17.3 million.

Depreciation and Amortization

The decreaseincrease in depreciation and amortization of $26.2$14.3 million is attributable primarily to the $13.1$19.1 million write-offimpact of acquisitions and new developments and an in-place lease intangibleincrease of $1.8 million from the termination of a tenant lease in 2018other capital activities at our existing portfolio and disposition activities of $15.1 million,redevelopment centers, which is partially offset by dispositions of $6.6 million.

Operating Expenses

The decrease in operating expense of $3.5 million is attributable primarily to a $4.7 million reduction in expense associated with deferred compensation (see General and Administrative Expenses and Interest and Other Income, net below for additional information) and the impact of dispositions of $4.6 million. Effective the first quarter of 2020, the allocation of the fair value adjustments associated with the assets held in the grantor trust was changed to reflect the current expense classification of the employees in the deferred compensation plan; therefore, all changes to the liability are recorded in general and administrative expense with no allocation to operating expense unless future employee expense classifications change. Partially offsetting this decrease is an increase in expense of $2.0$4.6 million primarily from acquisitions.acquisitions and mixed-use operations and an increase in insurance costs between the respective periods of $1.3 million.

35

Real Estate Taxes, net

The decrease$1.8 million increase in real estate taxes, net of $8.5 million is attributable primarily to the impact from acquisitions and mixed-use centers of $3.7 million, and an increase of $1.5 million attributable primarily to rate and valuation changes for the portfolio between the respective periods, which is partially offset by dispositions and $4.3 million of real estate taxes paid directly by our tenants in 2018 that can no longer be recorded due to the adoption of the new lease accounting standard on January 1, 2019.

$3.4 million.

Impairment Loss

The decreaseincrease in impairment loss of $10.0$24.1 million is attributable primarily to losses recognized in 20182020 associated with three centers, that were sold.

of which one had been sold in 2020. Subsequent to year-end, we sold another of these centers, and one is currently on the market.

General and Administrative Expenses

The increase in general and administrative expenses of $10.9$1.5 million is attributable primarily to a fair value increase of $2.3 million associated with assets held in a grantor trust related to deferred compensation offset by a reduction in capitalized indirect leasing costs of $10.2 million resulting fromprimarily travel and convention related expenses due to the adoption of the new lease accounting standard on January 1, 2019.


COVID-19 pandemic.

Interest Expense, net

Net interest expense decreased $5.7increased $3.5 million or 9.1%6.2%. The components of net interest expense were as follows (in thousands):

 Year Ended December 31,
 2019 2018
Gross interest expense$67,993
 $71,899
Gain on extinguishment of debt including related swap activity
 (3,759)
Amortization of debt deferred costs, net3,521
 3,546
Over-market mortgage adjustment(327) (400)
Capitalized interest(13,586) (7,938)
Total$57,601
 $63,348

Year Ended December 31, 

2020

    

2019

Gross interest expense

$

66,580

$

67,993

Amortization of debt deferred costs, net

 

3,174

 

3,521

Over-market mortgage adjustment

 

(422)

 

(327)

Capitalized interest

 

(8,184)

 

(13,586)

Total

$

61,148

$

57,601

The decreaseincrease in net interest expense is attributable primarily to a reduction in capitalized interest, which is offset by a slight reduction in gross interest expense. The reduction of capitalized interest is primarily attributable to the near completion of two of the residential portions of our new developments. The decrease in gross interest expense is primarily attributable to a reduction in the weighted average interest rates due to the difference in outstanding balances under the revolver between the respective periods, which is offset by an increase in the weighted average debt outstanding due to the pay down of debtassociated primarily with proceeds from dispositions and cash generated from operations.acquisitions. For the year ended December 31, 2019,2020, the weighted average debt outstanding was $1.8$1.9 billion at a weighted average interest rate of 4.0%3.7% as compared to $1.9$1.8 billion outstanding at a weighted average interest rate of 4.0% in the same period of 2018. Additionally, net interest expense was impacted by an increase in capitalized interest of $5.6 million associated with an increase in new development investment, and a $3.8 million gain on extinguishment of debt in the first quarter of 2018, including the effect of a swap termination.

2019.

Interest and Other Income, net

The increasedecrease of $8.2$3.9 million in interest and other income, net is attributable primarily to a fair value increasereduction of $6.8$2.4 million forassociated with assets held in a grantor trust related to deferred compensation and an increasea decrease in interest income of $1.4$2.5 million associated primarily with interest incomeshort-term and other investments. Partially offsetting this decrease is $1.1 million associated with the components of net periodic benefit cost from our short-term cash investments and other investments.

pension plan between the respective periods (see Note 15 for additional information).

Gain on Sale of Property

The decrease of $18.0$124.5 million in gain on sale of property is attributable to the disposition of five centers as compared to 15 centers and other property during 2019 as comparedin the same period of 2019. In addition, we realized a gain of $32.5 million associated with the acquisition of our partner’s 42.25% interest in a center at an unconsolidated real estate joint venture while simultaneously redeeming our interest in the joint venture and disposing a wholly owned center to 21 centers and other propertyour former partner in 2018.December 2020.

36

Equity in Earnings of Real Estate Joint Ventures and Partnerships, net

The decreaseincrease of $4.3$18.4 million in equity in earnings of real estate joint ventures and partnerships, net is attributable primarily to an increase in earnings of $18.8 million associated with disposition activities between the respective periods and the impairment of interests in two joint ventures in 2019 totaling $3.1 million.

Effects Partially offsetting this increase are adjustments totaling $2.5 million for potentially uncollectible amounts associated primarily with the COVID-19 pandemic and a general reduction in earnings from a pre-stabilized mixed-use center and other equity investments.

Economic Conditions

The economic conditions of Inflation

We have structured our leases in such a way2020 were extremely challenging and remain uncertain as the virus continues to remain largely unaffected should significant inflation occur. Many leases provide for increasing minimum rental rates during the termsspread and new strains of the leases through escalation provisions. In addition, manyvirus are discovered. After a strong start to the year, March witnessed the devastating effects of our leasesa global pandemic that affected every industry and geographic area in unprecedented ways. With the release of vaccines as the year ended, and an uncertain election having been settled, we are for termscautiously optimistic that the prospects of less than 10 years, allowing usa recovery will slowly but steadily take root. We expect to adjust rentalsee improvements in all areas of the economy, particularly concerning employment and, thus, wages and incomes, which will, in turn, support retail’s revival. Interest rates to changing market conditions when the leases expire. Some of our leases also contain percentage rent provisions whereby we receive increased rentals based on the tenants’ gross sales. Most of our leases also require the tenants to pay their proportionate share of operating expenses and real estate taxes, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. Under the current economic climate, inflation has been kept in check by the Federal Reserve and looksare expected to remain low for the foreseeable future.
Economic Conditions
The U.S. is currently infuture, which should contribute to a longstronger economic expansion. Atenvironment once the end of 2019, certain financial indicators, such as yield curves, have declined or weakened somewhat, while other economic indicators, such as employment, remain strong. We believe that regardless of any mixed messages provided by the various soft-data trends, the recent trend by the U.S. leading economic indicators still pointspandemic begins to continuing, if moderate, growth in the national economy.wane. Our focus on supermarket-anchoredgrocery-anchored centers with a high percentage of necessity-based retail in densely populated major metropolitantrade areas has helped us and our tenants weather this downturn. This core strategy should position our portfolioensure we continue to take advantage of a growing economy, and weatherthrive through any downturns shouldunforeseen economic setbacks during the economy falter.

coming recovery.

With respect to Houstonour markets, we are witnessing the migration of firms and otherindividuals toward the business-friendly markets where we are so strongly positioned, particularly in Texas, Florida and Arizona. In all of our markets, intra-market migration has benefited our properties due to their proximity to highly desirable residential neighborhoods that are attractive to people and families whether they commute to an office or telecommute from home. Houston is witnessing better than expected employment numbers due to its business friendly environment, a partial recovery of energy dependent,prices and the economic recovery from the oil downturninflux of 2015 to 2017exogenous corporate offices and headquarters, and its continued into its second year in 2019; however, future disruptions could impact the market in the long-term. The outlook for Houston’s economy specifically remains positive due primarily to economic diversity. Job growth throughout the Sunbelt is strong. Metros are becoming more economically diverse, with cities actively growing theirof indigenous non-energy sectors, like medical and high-tech. Houston has been particularly focused on growing itshigh-tech sectors, specifically data science, digital tech, and biotech clusters. Our presence in healthy, resilient metropolitan areas has been a part of our strategy to ensure our continued healthy, resilient property portfolio.

The majority of the trade areas for our portfolio of centers have seen robustpositive growth in population, personal income, and home values over the past year. As strengthening retail fundamentals drive demand for investments in top-tier retail real estate,year, despite the overall economic hardship. With our foundation solidly set, we continue to dedicate internal resources to identify and evaluate available assets in our markets so that we may purchase the bestsearch for new assets and properties with the strongest upside potential. Also,In addition, we continue to look for redevelopment opportunities within our existing portfolio by repositioning our anchor tenants and new development opportunities to spur growth.

Capital Resources and Liquidity

Our primary operating liquidity needs are paying our common share dividends, maintaining and operating our existing properties, paying our debt service costs, excluding debt maturities, and funding capital expenditures. Under our 2020 business plan,In forecasting for 2021, cash flows from operating activities, as well as the availability of funds under our unsecured revolving credit facility are expected to meet these planned capital needs.

needs; however, no assurance can be given due to, among other factors, the evolving impact of the pandemic.

The primary sources of capital for funding any debt maturities, acquisitions, share repurchases, new developments and redevelopments are our excess cash flow generated by our operating and new development properties; credit facilities; proceeds from both secured and unsecured debt issuances; proceeds from equity issuances; and cash generated from the sale of property or interests in real estate joint ventures and partnerships and the formation of joint ventures. Amounts outstanding under the unsecured revolving credit facility are retired as needed with proceeds from the issuance of long-term debt, equity, cash generated from the disposition of properties and cash flow generated by our operating properties.

37

As of December 31, 2019,2020, we had available borrowing capacity of $497.9$458.1 million under our unsecured revolving credit facility, and our debt maturities for 2020 total $22.7 million. As of December 31, 2019, we had cash and cash equivalents available of $41.5$35.4 million. Currently, we anticipate our disposition activities to continue, albeit at a lower rate, than previous periods, and estimate between $100 million to $150 million in dispositions for 2020.

2021. Even with the current uncertainty in the capital markets due to the pandemic, we believe other debt and equity alternatives are available to us based on recent market transactions within our industry sector.

We believe net proceeds from planned capital recycling, combined with our available capacity under the revolving credit and short-term borrowing facilities, will provide adequate liquidity to fund our capital needs, including acquisitions, redevelopment and new development activities and, if necessary, special dividends. In the event our capital recycling program does not progress as expected, we believe other debt and equity alternatives are available to us. Although external market conditions are not within our control, we do not currently foresee any impediments to our entering the capital markets if needed.

We generally have the ability to sell or otherwise dispose of our assets except in certain cases where we are required to obtain our joint venture partners’ consent or a lender’s consent for assets held in special purpose entities. Additionally under many of our joint venture agreements, we and our joint venture partners are required to fund operating capital upon shortfalls in working capital. As operating manager of most of these entities, we have considered these funding requirements in our forecasting. Also our material real estate joint ventures are with entities which appear sufficiently stable; however, if market conditions were to deteriorate and our partners are unable to meet their commitments, our venture agreements provide multiple remedies, including but not limited to, the liquidation of the venture. Further, under these conditions, we would be required to reconsider our consolidation conclusions for those ventures and it is possible we may have to also consolidate any unconsolidated interests.

Operating Activities

During 2020, cash flows from operations have decreased by $45.8 million primarily due to disposition of centers and the impact of the pandemic on rent collections including an increase in the number of tenants placed on the cash basis and deferral and abatement agreements put in place to assist them during this uncertainty. Collections of rents due were initially hindered earlier in 2020; however, during the three months ending December 31, 2020, we have collected 94% of our tenant billings. Also subsequent to year-end 2020 through February 12, 2021, we reached collections of 93% of tenant billings for the month of January 2021. Significant cash requirements for operating activities expected to be paid include $64.2 million of real estate tax expenses. Additionally, we expect operating activities in 2021 to cover our human capital expenditures including salaries and related benefits, along with property operating expenses.

Since 2017, we have experienced a downward trend in revenues due to dispositions related to our portfolio transformation in which we have pruned our portfolio to concentrate on high-quality, grocery anchored, open-air centers located in the southern and western U.S. that provide basic goods and services. Additionally, 2020 revenue has also declined due to the impact of the pandemic. We anticipate that 2021 may see lower revenues as a result of our 2020 dispositions and continued effects of the pandemic; however, we are cautiously optimistic that revenues will recover once these effects are overcome.

Investing Activities

Acquisitions

During 2020, we acquired one grocery-anchored shopping center and other property with an aggregate gross purchase price totaling $51.5 million. In December 2020, we acquired our partner’s 42.25% interest in a premier grocery-anchored center at an unconsolidated real estate joint venture for approximately $115.2 million and simultaneously redeemed our 57.75% interest in the related unconsolidated joint venture and disposed a wholly owned center to our former partner. The transaction resulted in the consolidation of the property in our consolidated financial statements and a gain of $32.5 million.

38

Acquisitions are a key component of our long-term growth strategy. The availability of quality acquisition opportunities remains sporadic in our targeted markets. Market pricing of retail real estate assets is highly uncertain under current economic conditions. We intend to remain disciplined in approaching these opportunities, pursuing only those that provide appropriate risk-adjusted returns. Additionally, funds for acquisitions would come initially from proceeds from operations, dispositions and our outstanding credit facilities’ capacity. For 2021, we expect to complete acquisition investments in the range of $50 million to $100 million; however, there are no assurances that this will actually occur.

Dispositions

During 2019,2020, we sold 11 centers and other property, including real estate assets owned through our interest in unconsolidated real estate joint ventures and partnerships. Our share of aggregate gross sales proceeds from dispositionsthese transactions, including the center simultaneously disposed associated with the acquisition of centers owned by us, either directly or through our partner’s 42.25% interest in real estate joint ventures or partnerships,a center (see Acquisitions above for additional information), totaled $451.7 million.$248.0 million and generated our share of the gains of approximately $88.3 million, which is inclusive of the transaction with the former partner described above. Operating cash flows from assets disposed are included in net cash from operating activities in our Consolidated Statements of Cash Flows, while proceeds from these disposals are included as investing activities.

We have non-recourse debt secured by acquired or developed properties held in several

Dispositions are also a key component of our real estate joint venturesongoing management process where we selectively prune properties from our portfolio that no longer meet our geographic or growth targets. Dispositions provide capital, which may be recycled into properties that are high barrier-to-entry locations within high growth metropolitan markets, and partnerships. Atthus have higher long-term growth potential. Additionally, proceeds from dispositions may be used to reduce outstanding debt, further deleveraging our consolidated balance sheet, repurchase our common shares and/or debt, dependent upon market prices, or to fund acquisitions, new development and redevelopment projects. Subsequent to December 31, 2019, off-balance sheet mortgage debt for our unconsolidated2020, we sold real estate joint ventures and partnerships totaled $264.8 million, of which our pro rata ownership is $86.8 million. Scheduled principal mortgage payments on this debt, excluding deferred debt costs and non-cash related items totaling $(.6) million, at 100% are as follows (in millions): 

2020$3.1
2021173.0
20222.1
20232.2
20242.3
Thereafter82.7
Total$265.4

We generally have the right to sell or otherwise dispose of our assets except in certain cases where we are required to obtain our joint venture partners’ consent or a lender's consent for assets held in special purpose entities.
Investing Activities
Acquisitions
During 2019, we acquired six grocery-anchored shopping centers and other property, one of which is in a 51% unconsolidated real estate joint venture, with our share of the aggregate gross purchase price totaling $246.4 million.
Dispositions
During 2019, we sold 15 centers and other property, including real estate assets owned through our interest in unconsolidated real estate joint ventures and partnerships. Our share of aggregate gross sales proceeds fromtotaling approximately $53.8 million. We have approximately $25.4 million of dispositions currently under contracts or letters of intent; however, there are no assurances that these transactions totaled $451.7will close at such prices or at all. For 2021, we expect the volume of dispositions will range from $100 million to $150 million.

As mentioned under operating activities, our transformation program resulted in significant dispositions over the last few years, which has resulted in a downward trend in our cash flows from dispositions and generatedassociated gains. Dispositions are a key component of our shareongoing strategy to prune properties from our portfolio that no longer meet our growth or geographic targets. Although we anticipate lower levels of the gainsdispositions in future years, there are no assurances that we will not have higher volumes of approximately $190.8 million.

transactions due to unexpected opportunities or changes in strategy.

New Development/Redevelopment

At December 31, 2019,2020, we had two mixed-use projects in the Washington D. C. market and a 30-story, high-rise residential tower at our River Oaks Shopping Center underin Houston in various stages of development, with approximately .2 million of total square footage for retail and 962 residential units, that werewhich are partially or wholly owned. We have funded $368.4$444.4 million through December 31, 20192020 on these projects. Upon completion, we expect our aggregate net investment in these multi-use projects to be $485.0 million.

million and will add approximately .2 million of total square footage for retail and 962 residential units to the property portfolio; however, the timing of the realization of a stabilized return is currently unknown due to the uncertainties regarding the impact of COVID-19.

At December 31, 2019,2020, we had 11 redevelopment projects in which we plan to invest approximately $74.2 million. Upon completion, the average projected stabilized return on our incremental investment on these redevelopment projects is expected to be between 8.0% and 12.0%. During 2019, we completed eight redevelopment projects with an expected final investment estimated to be $47.7 million, of which we have funded approximately $40.9 million. Realization of the stabilized return may take longer than originally planned due to the impact of COVID-19. During 2020, completed redevelopment projects added approximately 101,000155,000 square feet to the portfolio with an incremental investment totaling $26.7$29.1 million.

39

We typically financehad approximately $39.9 million in land held for development at December 31, 2020 that may either be developed or sold. While we are experiencing some interest from retailers and other market participants in our land held for development, opportunities for economically viable developments remain limited. We intend to continue to pursue additional development and redevelopment opportunities in multiple markets; however, finding the right opportunities remains challenging.

For 2021, our new development and redevelopment investment is estimated to be lower than 2020 expenditures as we are near the completion of our new development projects, with proceeds fromand this investment is anticipated to be funded primarily through our unsecured revolvingexcess cash flow generated by our operating properties, credit facility, as it is our general practice not to use third party construction financing. Management monitors amounts outstanding under our unsecured revolving credit facilityfacilities and periodically pays down such balances using cash generated from operations, from debt issuances, from common and preferred share issuances and from the disposition of properties.

dispositions.

Capital Expenditures

Capital expenditures for additions to the existing portfolio, acquisitions, tenant improvements, new development, redevelopment and our share of investments in unconsolidated real estate joint ventures and partnerships are as follows (in thousands):

 Year Ended December 31,
 2019 2018
Acquisitions$245,814
 $
New Development149,080
 103,102
Redevelopment25,342
 38,657
Tenant Improvements30,072
 27,560
Capital Improvements20,340
 20,825
Other5,991
 4,745
Total$476,639
 $194,889

Year Ended December 31, 

    

2020

    

2019

Acquisitions

$

42,209

$

245,814

New Development

 

84,017

 

149,080

Redevelopment

 

14,131

 

25,342

Tenant Improvements

 

29,771

 

30,072

Capital Improvements

 

15,832

 

20,340

Other

 

1,979

 

5,991

Total

$

187,939

$

476,639

The increasedecrease in capital expenditures is attributable primarily to the acquisition of six centersa reduction in acquisitions and the net increased activity from our new development and redevelopment centers.

activity.

For 2020,2021, we anticipate our acquisitions to total approximately $100$50 million to $150$100 million. Our new development and redevelopment investment for 20202021 is estimated to be approximately $75 million to $125 million.lower than 2020 expenditures. For 2020,2021, capital and tenant improvements is expected to be consistent with 20192020 expenditures. No assurances can be provided that our planned activities will occur. Further, we have entered into commitments aggregating $98.5$51.2 million comprised principally of construction contracts, which are generally due in 12 to 36 months and anticipated to be funded underthrough our excess cash flow funded by operating activities or with proceeds from our unsecured revolving credit facility or through the use of excess cash.


facility.

Capital expenditures for additions described above relate to cash flows from investing activities as follows (in thousands):

 Year Ended December 31,
 2019 2018
Acquisition of real estate and land, net$218,849
 $1,265
Development and capital improvements183,188
 155,528
Real estate joint ventures and partnerships - Investments74,602
 38,096
Total$476,639
 $194,889

Year Ended December 31, 

    

2020

    

2019

Acquisition of real estate and land, net

$

42,209

$

218,849

Development and capital improvements

 

137,059

 

183,188

Real estate joint ventures and partnerships - Investments

 

8,671

 

74,602

Total

$

187,939

$

476,639

Capitalized soft costs, including payroll and other general and administrative costs, interest, insurance and real estate taxes, totaled $22.9$17.7 million and $16.2$22.9 million for the year ended December 31, 2020 and 2019, and 2018, respectively.

40

Financing Activities

Debt

Total debt outstanding was $1.7$1.8 billion at December 31, 2019 and consisted of $17.4 million, which bears interest at variable rates, and $1.7 billion,2020, which bears interest at fixed rates and includes $40 million that bears interest at variable rates. Additionally, of our total debt, $281.6$349.5 million was secured by operating centers while the remaining $1.5 billion was unsecured.

We also had letters of credit totaling $7.9 million outstanding at December 31, 2020. Our debt maturities for 2021 and 2022 total $18.8 million and $308.3 million, respectively (see Note 6 for additional information on Debt maturities). For 2021, we expect to fund our outstanding maturities through our excess cash flow generated by our operating properties, credit facilities and cash generated from dispositions. The 2022 maturities are expected be funded through our excess cash flow generated by our operating properties, credit facilities, cash generated from dispositions or with proceeds from the issuance of long-term debt.

At December 31, 2019,2020, we have a $500 million unsecured revolving credit facility, which expires in March 2024 and provides borrowing rates that float at a margin over LIBOR plus a facility fee. At December 31, 2019,2020, the borrowing margin and facility fee, which are priced off a grid that is tied to our senior unsecured credit ratings, were 82.5 and 15 basis points, respectively. The facility also contains a competitive bid feature that allows us to request bids for up to $250 million. Additionally, an accordion feature allows us to increase the facility amount up to $850 million. As of February 21, 2020,15, 2021, we had no amounts outstanding, and the available balance was $497.9 million, net of $2.1$1.9 million in outstanding letters of credit.

At December 31, 2019,2020, we have a $10 million unsecured short-term facility that we maintain for cash management purposes. The facility, which matures in March 2021, provides for fixed interest rate loans at a 30-day LIBOR rate plus borrowing margin, facility fee and an unused facility fee of 125, 10, and 5 basis points, respectively. As of February 21, 2020,15, 2021, we had no amounts outstanding under this facility.

During 2019,2020, the maximum balance and weighted average balance outstanding under both facilities combined were $5.0$497.0 million and $.1$74.3 million, respectively, at a weighted average interest rate of 3.3%1.0%.

On July 1, 2019,

We have non-recourse debt secured by properties held in several of our real estate joint ventures and partnerships. At December 31, 2020, off-balance sheet mortgage debt for our unconsolidated real estate joint ventures and partnerships totaled $192.7 million, of which our pro rata ownership is $45.4 million. Scheduled principal mortgage payments on this debt, excluding deferred debt costs and non-cash related items totaling $(.2) million, at 100% are as follows (in millions):

2021

    

$

173.0

2022

2.1

2023

 

2.2

2024

 

2.3

2025

 

2.3

Thereafter

 

11.0

Total

$

192.9

For the 2021 maturities, we repaidexpect the joint venture to extend a $50$170 million secured fixed-rate mortgage with a 7.0% interest rate with cashloan under an available one-year extension or refinance the loan. The remaining 2021 and 2022 maturities are expected to be paid by excess operating funds from the related venture or partnership and/or capital calls of which we would use our funds from our disposition proceeds.

other operating properties, credit facilities and cash generated from dispositions.

Our five most restrictive covenants, composed from both our public debt and revolving credit facility, include debt to asset, secured debt to asset, fixed charge, unencumbered asset test and unencumbered interest coverage ratios. We are not aware of any non-compliance with our public debt and revolving credit facility covenants as of December 31, 2019.2020.

41

Our most restrictive public debt covenant ratios, as defined in our indenture and supplemental indenture agreements, were as follows at December 31, 2019:

2020:

Covenant

Restriction

Actual

CovenantRestrictionActual

Debt to Asset Ratio

Less than 60.0%60.0 %

35.9%

37.7

%

Secured Debt to Asset Ratio

Less than 40.0%40.0 %

5.8%

7.1

%

Fixed Charge Ratio

Greater than 1.5

4.6

3.9

Unencumbered Asset Test

Greater than 150%150 %

299.7%

283.7

%


Included in our debt balance is a guaranty we provided for the payment of any debt service shortfalls on tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. The Sheridan Redevelopment Agency ("Agency") issued Series A bonds used for an urban renewal project, of which $53.7 million remain outstanding at December 31, 2020. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

Equity

Common share dividends paid totaled $203.3$166.0 million for the year ended December 31, 2019.2020. Our dividend payout ratio (as calculated as dividends paid on common shares divided by core funds from operations attributable to common shareholders - basic) for the year ended December 31, 20192020 approximated 74.8%78.1% (see Non-GAAP Financial Measures for additional information). Our Board of Trust Managers approved a first quarter 20202021 dividend of $.395$.30 per common share.

Funds to pay dividends and share repurchases would come initially from excess proceeds from operations, dispositions and our outstanding credit facilities.

We have a $200 million share repurchase plan. Under this plan, we may repurchase common shares from time-to-time in open-market or in privately negotiated purchases. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors. The repurchase plan may be suspended or discontinued at any time, and we have no obligations to repurchase any amount of our common shares under the plan. During 2020, we repurchased 1.7 million common shares at an average price of $19.09 per share. At December 31, 20192020 and as of the date of this filing, $181.5$149.4 million of common shares remained available to be repurchased under this plan.

We have an effective universal shelf registration statement, which expires in September 2020.2023. We will continue to closely monitor both the debt and equity markets and carefully consider our available financing alternatives, including both public offerings and private placements.

Contractual Obligations
We have debt obligations related to our mortgage loans and unsecured debt, including any draws on our credit facilities and payments for our finance lease obligation. We have shopping centers that are subject to ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. The table below excludes obligations related to our new development projects because such amounts are not fixed or determinable, and commitments aggregating $98.5 million comprised principally of construction contracts which are generally due in 12 to 36 months. The following table summarizes our primary contractual obligations as of December 31, 2019 (in thousands):
 Payments due by period
 Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years
Mortgages and Notes Payable (1)
         
Unsecured Debt$1,648,315
 $53,375
 $404,456
 $604,889
 $585,595
Secured Debt349,146
 35,306
 49,128
 91,421
 173,291
Lease Payments109,660
 2,696
 5,161
 4,616
 97,187
Other Obligations (2)
94,698
 65,485
 29,213
    
Total Contractual Obligations$2,201,819
 $156,862
 $487,958
 $700,926
 $856,073
_______________
(1)Includes our finance lease obligation (see Note 7 for additional information) and principal and interest with interest on variable-rate debt calculated using rates at December 31, 2019. Also, excludes a $57.4 million debt service guaranty liability. See Note 6 for additional information.
(2)Other obligations include income and real estate tax payments, commitments associated with our secured debt and other employee payments. Included in 2020, is the estimated contribution to our pension plan, which meets or exceeds the minimum statutory funding requirements; however, we have the right to discontinue contributions at any time. See Note 15 for additional information.
Related to a development project in Sheridan, Colorado, we have provided a guaranty for the payment of any debt service shortfalls on tax increment revenue bonds issued in connection with the project. The Sheridan Redevelopment Agency ("Agency") issued Series A bonds used for an urban renewal project, of which $57.4 million remain outstanding at December 31, 2019. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040. The debt associated with this guaranty has been recorded in our consolidated financial statements as of December 31, 2019.
Off Balance Sheet Arrangements
As of December 31, 2019, none of our off-balance sheet arrangements had a material effect on our liquidity or availability of, or requirement for, our capital resources. Letters of credit totaling $7.0 million were outstanding at December 31, 2019.

We have entered into several unconsolidated real estate joint ventures and partnerships. Under many of these agreements, we and our joint venture partners are required to fund operating capital upon shortfalls in working capital. As operating manager of most of these entities, we have considered these funding requirements in our business plan.
Reconsideration events, including changes in variable interests, could cause us to consolidate these joint ventures and partnerships. We continuously evaluate these events as we become aware of them. Some triggers to be considered are additional contributions required by each partner and each partner’s ability to make those contributions. Under certain of these circumstances, we may purchase our partner’s interest. Our material unconsolidated real estate joint ventures are with entities which appear sufficiently stable; however, if market conditions were to deteriorate and our partners are unable to meet their commitments, there is a possibility we may have to consolidate these entities. If we were to consolidate all of our unconsolidated real estate joint ventures, we would continue to be in compliance with our debt covenants.
As of December 31, 2019, one unconsolidated real estate joint venture was determined to be a VIE through the issuance of a secured loan, since the lender had the ability to make decisions that could have a significant impact on the profitability of the entity. Our maximum risk of loss associated with this VIE was limited to $34.0 million at December 31, 2019. Also at December 31, 2019, another joint venture arrangement for the future development of a mixed-use project was determined to be a VIE. We are not the primary beneficiary as the substantive participating rights associated with the entity are shared, and we do not have the power to direct the significant activities of the entity. We anticipate future funding of approximately $9 million associated with the mixed-use project through 2020.

Non-GAAP Financial Measures

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

Funds from Operations Attributable to Common Shareholders

Effective January 1, 2019, the National Association of Real Estate Investment Trusts ("NAREIT") defines NAREIT FFO as net income (loss) attributable to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets (including: depreciable real estate with land, land development property and securities), changes in control of real estate equity investments, and interests in real estate equity investments and their applicable taxes, plus depreciation and amortization related to real estate and impairment of certain real estate assets and in substance real estate equity investments, including our share of unconsolidated real estate joint ventures and partnerships. We calculate NAREIT FFO in a manner consistent with the NAREIT definition.

42

Management believes NAREIT FFO is a widely recognized measure of REIT operating performance, which provides our shareholders with a relevant basis for comparison among other REITs. Management uses NAREIT FFO as a supplemental internal measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that NAREIT FFO presented by us is comparable to similarly titled measures of other REITs.

We also present Core FFO as an additional supplemental measure as it is more reflective of the core operating performance of our portfolio of properties. Core FFO is defined as NAREIT FFO excluding charges and gains related to non-cash, non-operating assets and other transactions or events that hinder the comparability of operating results. Specific examples of items excluded from Core FFO include, but are not limited to, gains or losses associated with the extinguishment of debt or other liabilities and transactional costs associated with unsuccessful development activities.

NAREIT FFO and Core FFO should not be considered as alternatives to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. NAREIT FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.


43

NAREIT FFO and Core FFO is calculated as follows (in thousands):

Year Ended December 31, 

2020

    

2019

    

2018

Net income attributable to common shareholders

$

112,149

$

315,435

$

327,601

Depreciation and amortization of real estate

 

149,389

 

134,772

 

160,679

Depreciation and amortization of real estate of unconsolidated real estate joint ventures and partnerships

 

17,251

 

12,152

 

12,454

Impairment of properties and real estate equity investments

 

24,153

 

3,144

 

9,969

Gain on sale of property, investment securities and interests in real estate equity investments

 

(65,385)

 

(190,597)

 

(206,930)

Gain on dispositions of unconsolidated real estate joint ventures and partnerships

 

(23,523)

 

(1,380)

 

(6,300)

Provision (benefit) for income taxes (1)

 

2

 

133

 

2,223

Noncontrolling interests and other (2)

 

(1,852)

 

(2,051)

 

8,238

NAREIT FFO – basic (3)

 

212,184

 

271,608

 

307,934

Income attributable to operating partnership units

 

1,731

 

2,112

 

NAREIT FFO – diluted (3)

 

213,915

 

273,720

 

307,934

Adjustments for Core FFO:

 

  

 

  

 

  

Provision (benefit) for income taxes (1)

 

 

 

(1,488)

Other impairment loss

 

 

 

134

Gain on extinguishment of debt including related swap activity

 

 

 

(3,131)

Lease terminations

(10,023)

Contract terminations

 

340

 

 

Other

 

 

10

 

(911)

Core FFO – diluted

$

214,255

$

273,730

$

292,515

FFO weighted average shares outstanding – basic

 

127,291

 

127,842

 

127,651

Effect of dilutive securities:

 

 

 

  

Share options and awards

 

878

 

842

 

790

Operating partnership units

 

1,432

 

1,432

 

FFO weighted average shares outstanding – diluted

 

129,601

 

130,116

 

128,441

NAREIT FFO per common share – basic

$

1.67

$

2.12

$

2.41

NAREIT FFO per common share – diluted

$

1.65

$

2.10

$

2.40

Core FFO per common share – diluted

$

1.65

$

2.10

$

2.28

 Year Ended December 31,
 2019 2018 2017
Net income attributable to common shareholders$315,435
 $327,601
 $335,274
Depreciation and amortization of real estate134,772
 160,679
 166,125
Depreciation and amortization of real estate of unconsolidated real estate joint ventures and partnerships12,152
 12,454
 14,020
Impairment of properties and real estate equity investments3,144
 9,969
 12,247
Gain on sale of property, investments securities and interests in real estate equity investments(190,597) (206,930) (217,659)
Gain on dispositions of unconsolidated real estate joint ventures and partnerships(1,380) (6,300) (6,187)
Provision (benefit) for income taxes (1)
133
 2,223
 (711)
Noncontrolling interests and other (2)
(2,051) 8,238
 5,408
NAREIT FFO – basic (3)
271,608
 307,934
 308,517
Income attributable to operating partnership units2,112
 
 3,084
NAREIT FFO – diluted (3)
273,720
 307,934
 311,601
Adjustments to Core FFO:     
Provision (benefit) for income taxes (1)

 (1,488) (729)
Other impairment loss
 134
 3,031
Gain on extinguishment of debt including related swap activity
 (3,131) 
Lease terminations
 (10,023) 
Severance costs
 
 1,378
Storm damage costs
 
 1,822
Recovery of pre-development costs
 
 (949)
Other10
 (911) 2,292
Core FFO – diluted$273,730
 $292,515
 $318,446
      
FFO weighted average shares outstanding – basic127,842
 127,651
 127,755
Effect of dilutive securities:     
Share options and awards842
 790
 870
Operating partnership units1,432
 
 1,446
FFO weighted average shares outstanding – diluted130,116
 128,441
 130,071
      
NAREIT FFO per common share – basic$2.12
 $2.41
 $2.41
      
NAREIT FFO per common share – diluted$2.10
 $2.40
 $2.40
      
Core FFO per common share – diluted$2.10
 $2.28
 $2.45
_______________
(1)The applicable taxes related to gains and impairments of operating and non-operating real estate assets.
(2)Related to gains, impairments and depreciation on operating properties and unconsolidated real estate joint ventures, where applicable.
(3)2020 and 2019 NAREIT FFO is presented in accordance with 2018 Restatement of “Nareit’s Funds from Operations White Paper.”
(1) The applicable taxes related to gains and impairments of operating and non-operating real estate assets.
(2) Related to gains, impairments and depreciation on operating properties and unconsolidated real estate joint ventures, where applicable.
(3) 2019 NAREIT FFO is presented in accordance with 2018 Restatement of "Nareit's Funds from Operations White Paper."

Same Property Net Operating Income

We consider SPNOI an important additional financial measure because it reflects only those income and expense items that are incurred at the property level, and when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates and operating costs. We calculate this most useful measurement by determining our proportional share of SPNOI from all owned properties, including our share of SPNOI from unconsolidated joint ventures and partnerships, which cannot be readily determined under GAAP measurements and presentation. Although SPNOI is a widely used measure among REITs, there can be no assurance that SPNOI presented by us is comparable to similarly titled measures of other REITs. Additionally, we do not control these unconsolidated joint ventures and partnerships, and the assets, liabilities, revenues or expenses of these joint ventures and partnerships, as presented, do not represent our legal claim to such items.

44

Properties are included in the SPNOI calculation if they are owned and operated for the entirety of the most recent two fiscal year periods, except for properties for which significant redevelopment or expansion occurred during either of the periods presented, and properties that have been sold. While there is judgment surrounding changes in designations, we move new development and redevelopment properties once they have stabilized, which is typically upon attainment of 90% occupancy. A rollforward of the properties included in our same property designation is as follows:

 Three Months Ended
December 31, 2019
 Twelve Months Ended
December 31, 2019
Beginning of the period159
 171
Properties added:   
New Developments
 1
Properties removed:   
Dispositions(4) (17)
End of the period155
 155

Three Months Ended

Twelve Months Ended

December 31, 2020

December 31, 2020

Beginning of the period

145

155

Properties removed:

  

  

Redevelopments

(1)

Dispositions

(2)

(10)

Other

(1)

(2)

End of the period

142

142

We calculate SPNOI using net income attributable to common shareholders and adjusted for net income attributable to noncontrolling interests, other income (expense), income taxes and equity in earnings of real estate joint ventures and partnerships. Additionally to reconcile to SPNOI, we exclude the effects of property management fees, certain non-cash revenues and expenses such as straight-line rental revenue and the related reversal of such amounts upon early lease termination, depreciation and amortization, impairment losses, general and administrative expenses and other items such as lease cancellation income, environmental abatement costs, demolition expenses and lease termination fees. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from SPNOI. A reconciliation of net income attributable to common shareholders to SPNOI is as follows (in thousands):

Three Months Ended

Twelve Months Ended

December 31, 

December 31, 

    

2020

    

2019

    

2020

    

2019

Net income attributable to common shareholders

$

23,070

$

75,218

$

112,149

$

315,435

Add:

  

  

  

  

Net income attributable to noncontrolling interests

1,803

2,074

6,810

7,140

(Benefit) provision for income taxes

(259)

358

451

1,040

Interest expense, net

15,726

13,539

61,148

57,601

Property management fees

948

686

3,773

2,899

Depreciation and amortization

37,701

33,355

149,930

135,674

Impairment loss

24,109

24,153

74

General and administrative

11,916

9,021

37,388

35,914

Other (1)

103

937

573

3,762

Less:

  

  

  

Gain on sale of property

(33,660)

(45,951)

(65,402)

(189,914)

Equity in earnings of real estate joint ventures and partnership interests, net

(3,867)

(2,989)

(39,206)

(20,769)

Interest and other income, net

(4,929)

(3,594)

(7,143)

(11,003)

Other (2)

(3,641)

(3,817)

(3,089)

(14,871)

Adjusted income

69,020

78,837

281,535

322,982

Less: Adjusted income related to consolidated entities not defined as same property and noncontrolling interests

(5,900)

(6,540)

(28,271)

(38,628)

Add: Pro rata share of unconsolidated entities defined as same property

5,742

6,057

23,125

23,958

Same Property Net Operating Income

$

68,862

$

78,354

$

276,389

$

308,312

 Three Months Ended
December 31,
 Twelve Months Ended
December 31,
 2019 2018 2019 2018
Net income attributable to common shareholders$75,218
 $59,507
 $315,435
 $327,601
Add:       
Net income attributable to noncontrolling interests2,074
 3,722
 7,140
 17,742
Provision for income taxes358
 10
 1,040
 1,378
Interest expense, net13,539
 15,663
 57,601
 63,348
Property management fees686
 685
 2,899
 2,904
Depreciation and amortization33,355
 35,280
 135,674
 161,838
Impairment loss
 7,722
 74
 10,120
General and administrative9,021
 7,325
 35,914
 25,040
Other (1)
937
 752
 3,762
 2,680
Less:       
Gain on sale of property(45,951) (34,788) (189,914) (207,865)
Equity in earnings of real estate joint ventures and partnership interests, net(2,989) (5,737) (20,769) (25,070)
Interest and other (income) expense, net(3,594) 1,928
 (11,003) (2,807)
Revenue adjustments (2)
(3,817) (3,022) (14,871) (25,007)
Adjusted income78,837
 89,047
 322,982
 351,902
Less: Adjusted income related to consolidated entities not defined as same property and noncontrolling interests(2,589) (14,780) (23,312) (62,520)
Add: Pro rata share of unconsolidated entities defined as same property8,931
 8,838
 34,440
 34,201
Same Property Net Operating Income85,179
 83,105
 334,110
 323,583
Less: Redevelopment Net Operating Income(8,794) (7,880) (33,797) (29,181)
Same Property Net Operating Income excluding Redevelopments$76,385
 $75,225
 $300,313
 $294,402
___________________
(1)Other includes items such as environmental abatement costs, demolition expenses and lease termination fees and ground rent. Prior year amounts were restated to conform to the current year presentation due to the adoption on January 1, 2019 of Accounting Standard Codification 842.fees.
(2)Revenue adjustments consistOther consists primarily of straight-line rentals, lease cancellation income and fee income primarily from real estate joint ventures and partnerships.

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Table of Contents

Newly Issued Accounting Pronouncements

See Note 2 to our consolidated financial statements in Item 8 for additional information related to recent accounting pronouncements.


ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

We use fixed and floating-rate debt to finance our capital requirements. These transactions expose us to market risk related to changes in interest rates. Derivative financial instruments may be used to manage a portion of this risk, primarily interest rate contracts with major financial institutions. These agreements expose us to credit risk in the event of non-performance by the counter-parties. We do not engage in the trading of derivative financial instruments in the normal course of business. At December 31, 2019,2020, we had fixed-rate debt of $1.7$1.8 billion and variable-rate debt of $17.4$40.0 million. In the event interest rates were to increase 100 basis points and holding all other variables constant, annual net income and cash flows for the following year would decrease by approximately $.2$.4 million associated with our variable-rate debt, including the effect of the interest rate contracts. The effect of the 100 basis points increase would decrease the fair value of our variable-rate and fixed-rate debt by approximately $.1$1.3 million and $75.9$68.3 million, respectively.

ITEM 8. Financial Statements and Supplementary Data

WEINGARTEN REALTY INVESTORS

Index to Financial Statements

Page

(A)

(A)

47

(B)

(B)

Financial Statements:

(i)

(i)

50

(ii)

(ii)

51

(iii)

(iii)

52

(iv)

(iv)


53

(v)

(v)

54

(vi)

(vi)

55

(C)

(C)

Financial Statement Schedules:

II

II

105

III

III

106

IV

IV

111

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements and notes thereto.


46

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trust Managers of Weingarten Realty Investors

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Weingarten Realty Investors and subsidiaries (the "Company") as of December 31, 20192020 and 2018,2019, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2019,2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2020, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2020,26, 2021, expressed an unqualified opinion on the Company'sCompany’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Matters

The critical audit mattermatters communicated below is a matterare matters arising from the current-period audit of the financial statements that waswere communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinionopinions on the critical audit mattermatters or on the accounts or disclosures to which they relate.

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Table of Contents

Summary of Significant Accounting Policies - Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net – Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company evaluates individual leases to determine whether the future lease payments are not probable of collection over the remaining lease term. If it relates.

is concluded that the lease payments are not probable of collection, rental revenue is recognized on a cash basis. The Company considered the type of retailer, current discussions with the tenants, and current economic trends to determine the probability of collection for the individual leases. Changes in the probability of collection assumption could have a material impact on either the recorded accrued rent, accounts receivable, or rental revenues. The Company reduced revenues by $36.1 million, of which the majority includes amounts for the lease payments that are not probable of collection, for the year ended December 31, 2020.    

Given the significant judgments made by management to determine collectability, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions required significant auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s evaluation of the Company’s determination of the probability of collection of operating lease receivables included the following:

We tested the effectiveness of controls, including those related to management’s determination of revenue recognized on a cash basis based on management’s determination of the probability of collection.
We evaluated external market information including bankruptcy announcements, tenant filings, news articles, and analyst reports, and compared it to management’s lease collectability conclusions.
We corroborated management’s conclusions by making inquiries of management outside of accounting to understand the type of tenant and current tenant discussions and by reading the minutes of the board of trustees.  
We analyzed tenants that were deemed collectible and had large outstanding accounts receivable balances by assessing tenant filings, news articles, and analyst reports to evaluate management’s conclusions.
We evaluated the reasonableness of management’s estimates for the probability of collection by comparing to the actual lease payments received from tenants.

Summary of Significant Accounting Policies – Impairment of Investment in Real Estate Joint Ventures and Partnerships - Refer to Note 1 Summary of Significant Accounting Policies ofto the 2019 Form 10-K

financial statements

Critical Audit Matter Description

The Company’s evaluation of impairment for their investments in real estate joint ventures and partnerships (“investments”) involves an initial assessment of various factors, including operating results of the investee and the Company'sCompany’s ability and intent to hold the investment, to determinewhen determining if there is a decreasedecline in the investment value that may be other than temporary.value. Changes in the assumptionsthis assumption could have a significant impact on the investments in real estate joint venturestiming of if and partnerships identified for further analysis. Based on changes in management's intent for investments in real estate joint ventures and partnerships, a $3.1 millionwhen an other than temporary impairment loss has beenis recorded. No impairment losses were recognized for the year ended December 31, 2019.2020.

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Table of Contents

Given the Company’s evaluationsignificant judgment made by management of its intentability to hold the investment when evaluating if a decline in fair value is other than temporary, requires management to make significant assumptions, performing audit procedures to evaluate whether management appropriately evaluated this factor required a high degree of auditor judgment.


How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s evaluation of the Company’s intentconclusion on their ability to hold the investment in identifying indicators of an other than temporary decline in fair value included the following:

We tested the effectiveness of controls, including those related to the evaluation of the Company’s intent and ability to hold their investments.
We evaluated the investments to identify any indications that impairment may be other than temporary by considering operating results of the investee and the Company’s intent to hold the investment. This included performing corroborating inquiries with management.

We tested the effectiveness of controls, including those related to the evaluation of the Company’s ability to hold their investments.

We evaluated the Company’s historical experience regarding the timely recognition of impairment by evaluating real estate sales within the joint venturesconclusion related to evaluate if they were sold at a gain and any subsequent changes to the Company’s intenttheir ability to hold the investment.

investment by analyzing:

o

the underlying investment for operating losses and

o

the liquidity needs of both the investee and the Company by assessing debt maturities over the next twelve months.  

We inquired of management about their intent and ability to hold the investment by reading the minutes of the board of trustees to determine if there was any contradictory evidence to management’s assertion.

/s/ Deloitte & Touche LLP


Houston, Texas

February 27, 2020  


26, 2021

We have served as the Company'sCompany’s auditor since 1963.


49

Table of Contents

WEINGARTEN REALTY INVESTORS
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 Year Ended December 31,
 2019 2018 2017
Revenues:     
Rentals, net$472,446
 $517,836
 $563,183
Other14,179
 13,311
 9,980
Total Revenues486,625
 531,147
 573,163
Operating Expenses:     
Depreciation and amortization135,674
 161,838
 167,101
Operating94,620
 90,554
 109,310
Real estate taxes, net60,813
 69,268
 75,636
Impairment loss74
 10,120
 15,257
General and administrative35,914
 25,040
 28,052
Total Operating Expenses327,095
 356,820
 395,356
Other Income (Expense):

 

 

Interest expense, net(57,601) (63,348) (80,326)
Interest and other income, net11,003
 2,807
 7,532
Gain on sale of property189,914
 207,865
 218,611
Total Other Income143,316
 147,324
 145,817
Income Before Income Taxes and Equity in Earnings of Real Estate Joint Ventures and Partnerships302,846
 321,651
 323,624
(Provision) Benefit for Income Taxes(1,040) (1,378) 17
Equity in Earnings of Real Estate Joint Ventures and Partnerships, net20,769
 25,070
 27,074
Net Income322,575
 345,343

350,715
Less: Net Income Attributable to Noncontrolling Interests(7,140) (17,742) (15,441)
Net Income Attributable to Common Shareholders$315,435
 $327,601
 $335,274
Earnings Per Common Share - Basic:     
Net income attributable to common shareholders$2.47
 $2.57
 $2.62
Earnings Per Common Share - Diluted:     
Net income attributable to common shareholders$2.44
 $2.55
 $2.60

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Year Ended December 31, 

2020

2019

2018

Revenues:

  

 

  

  

  

  

  

Rentals, net

$

422,339

$

472,446

$

517,836

Other

 

11,578

 

14,179

 

13,311

Total Revenues

 

433,917

 

486,625

 

531,147

Operating Expenses:

 

  

 

  

 

  

Depreciation and amortization

 

149,930

 

135,674

 

161,838

Operating

 

91,075

 

94,620

 

90,554

Real estate taxes, net

 

62,564

 

60,813

 

69,268

Impairment loss

 

24,153

 

74

 

10,120

General and administrative

 

37,388

 

35,914

 

25,040

Total Operating Expenses

 

365,110

 

327,095

 

356,820

Other Income (Expense):

 

  

 

  

 

  

Interest expense, net

 

(61,148)

 

(57,601)

 

(63,348)

Interest and other income, net

 

7,143

 

11,003

 

2,807

Gain on sale of property

 

65,402

 

189,914

 

207,865

Total Other Income

 

11,397

 

143,316

 

147,324

Income Before Income Taxes and Equity in Earnings of Real Estate Joint Ventures and Partnerships

 

80,204

 

302,846

 

321,651

Provision for Income Taxes

 

(451)

 

(1,040)

 

(1,378)

Equity in Earnings of Real Estate Joint Ventures and Partnerships, net

 

39,206

 

20,769

 

25,070

Net Income

 

118,959

 

322,575

 

345,343

Less: Net Income Attributable to Noncontrolling Interests

 

(6,810)

 

(7,140)

 

(17,742)

Net Income Attributable to Common Shareholders

$

112,149

$

315,435

$

327,601

Earnings Per Common Share - Basic:

 

  

 

  

 

  

Net income attributable to common shareholders

$

0.88

$

2.47

$

2.57

Earnings Per Common Share - Diluted:

 

  

 

  

 

  

Net income attributable to common shareholders

$

0.88

$

2.44

$

2.55

See Notes to Consolidated Financial Statements.


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Table of Contents

WEINGARTEN REALTY INVESTORS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 Year Ended December 31,
 2019 2018 2017
Net Income$322,575
 $345,343
 $350,715
Cumulative effect adjustment of new accounting standards
 (1,541) 
Other Comprehensive (Loss) Income:     
Net unrealized gain on investments, net of taxes
 
 1,228
Realized gain on investments
 
 (651)
Net unrealized gain on derivatives
 1,379
 1,063
Reclassification adjustment of derivatives and designated hedges into net income(887) (4,302) (42)
Retirement liability adjustment153
 85
 1,393
Total(734) (2,838) 2,991
Comprehensive Income321,841
 340,964
 353,706
Comprehensive Income Attributable to Noncontrolling Interests(7,140) (17,742) (15,441)
Comprehensive Income Adjusted for Noncontrolling Interests$314,701
 $323,222
 $338,265

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year Ended December 31, 

2020

   

2019

   

2018

Net Income

$

118,959

$

322,575

$

345,343

Cumulative effect adjustment of new accounting standards

 

 

 

(1,541)

Other Comprehensive Loss:

 

  

 

  

 

  

Net unrealized gain on derivatives

 

 

 

1,379

Reclassification adjustment of derivatives and designated hedges into net income

 

(890)

 

(887)

 

(4,302)

Retirement liability adjustment

 

123

 

153

 

85

Total

 

(767)

 

(734)

 

(2,838)

Comprehensive Income

 

118,192

 

321,841

 

340,964

Comprehensive Income Attributable to Noncontrolling Interests

 

(6,810)

 

(7,140)

 

(17,742)

Comprehensive Income Adjusted for Noncontrolling Interests

$

111,382

$

314,701

$

323,222

See Notes to Consolidated Financial Statements.


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Table of Contents

WEINGARTEN REALTY INVESTORS
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 December 31,
 2019 2018
ASSETS   
Property$4,145,249
 $4,105,068
Accumulated Depreciation(1,110,675) (1,108,188)
Property, net *3,034,574
 2,996,880
Investment in Real Estate Joint Ventures and Partnerships, net427,947
 353,828
Total3,462,521
 3,350,708
Unamortized Lease Costs, net148,479
 142,014
Accrued Rent, Accrued Contract Receivables and Accounts Receivable (net of
allowance for doubtful accounts of $6,855 in 2018) *
83,639
 97,924
Cash and Cash Equivalents *41,481
 65,865
Restricted Deposits and Escrows13,810
 10,272
Other, net188,004
 160,178
Total Assets$3,937,934
 $3,826,961
LIABILITIES AND EQUITY   
Debt, net *$1,732,338
 $1,794,684
Accounts Payable and Accrued Expenses111,666
 113,175
Other, net217,770
 168,403
Total Liabilities2,061,774
 2,076,262
Commitments and Contingencies (see Note 16)
 
Equity:   
Shareholders' Equity:   
Common Shares of Beneficial Interest - par value, $.03 per share;
shares authorized: 275,000; shares issued and outstanding:
128,702 in 2019 and 128,333 in 2018
3,905
 3,893
Additional Paid-In Capital1,779,986
 1,766,993
Net Income Less Than Accumulated Dividends(74,293) (186,431)
Accumulated Other Comprehensive Loss(11,283) (10,549)
Total Shareholders' Equity1,698,315
 1,573,906
Noncontrolling Interests177,845
 176,793
Total Equity1,876,160
 1,750,699
Total Liabilities and Equity$3,937,934
 $3,826,961
* Consolidated variable interest entities' assets and debt included in the above balances (see Note 17):
Property, net$196,636
 $198,466
Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net10,548
 12,220
Cash and Cash Equivalents8,135
 8,243
Debt, net44,993
 45,774

WEINGARTEN REALTY INVESTORS

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

    

December 31, 

2020

2019

ASSETS

  

  

Property

$

4,246,334

$

4,145,249

Accumulated Depreciation

(1,161,970)

(1,110,675)

Property, net *

3,084,364

3,034,574

Investment in Real Estate Joint Ventures and Partnerships, net

369,038

427,947

Total

3,453,402

3,462,521

Unamortized Lease Costs, net

174,152

148,479

Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net *

81,016

83,639

Cash and Cash Equivalents *

35,418

41,481

Restricted Deposits and Escrows

12,338

13,810

Other, net

205,074

188,004

Total Assets

$

3,961,400

$

3,937,934

LIABILITIES AND EQUITY

 

  

 

  

Debt, net *

$

1,838,419

$

1,732,338

Accounts Payable and Accrued Expenses

104,990

111,666

Other, net

217,489

217,770

Total Liabilities

2,160,898

2,061,774

Commitments and Contingencies (see Note 17)

0

0

Equity:

  

  

Shareholders' Equity:

  

  

Common Shares of Beneficial Interest - par value, $.03 per share; shares authorized: 275,000; shares issued and outstanding:127,313 in 2020 and 128,702 in 2019

3,866

3,905

Additional Paid-In Capital

1,755,770

1,779,986

Net Income Less Than Accumulated Dividends

(128,813)

(74,293)

Accumulated Other Comprehensive Loss

(12,050)

(11,283)

Total Shareholders' Equity

1,618,773

1,698,315

Noncontrolling Interests

181,729

177,845

Total Equity

1,800,502

1,876,160

Total Liabilities and Equity

$

3,961,400

$

3,937,934

* Consolidated variable interest entities' assets and debt included in the above balances (see Note 18):

 

  

 

  

Property, net

$

193,271

$

196,636

Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net

9,489

10,548

Cash and Cash Equivalents

10,089

8,135

Debt, net

44,177

44,993

See Notes to Consolidated Financial Statements.


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WEINGARTEN REALTY INVESTORS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended December 31,
 2019 2018 2017
Cash Flows from Operating Activities:     
Net Income$322,575
 $345,343
 $350,715
Adjustments to reconcile net income to net cash provided by operating
activities:
     
Depreciation and amortization135,674
 161,838
 167,101
Amortization of debt deferred costs and intangibles, net3,194
 3,146
 2,790
Non-cash lease expense1,241
 
 
Impairment loss74
 10,120
 15,257
Equity in earnings of real estate joint ventures and partnerships, net(20,769) (25,070) (27,074)
Gain on sale of property(189,914) (207,865) (218,611)
Distributions of income from real estate joint ventures and partnerships20,083
 19,605
 1,321
Changes in accrued rent, accrued contract receivables and accounts receivable, net10,001
 (2,807) (18,964)
Changes in unamortized lease costs and other assets, net(14,298) (8,632) (13,299)
Changes in accounts payable, accrued expenses and other liabilities, net(975) (2,315) 4,970
Other, net3,164
 (7,403) 5,552
Net cash provided by operating activities270,050
 285,960
 269,758
Cash Flows from Investing Activities:     
Acquisition of real estate and land, net(218,849) (1,265) (1,902)
Development and capital improvements(183,188) (155,528) (133,336)
Proceeds from sale of property and real estate equity investments, net445,319
 607,486
 433,661
Real estate joint ventures and partnerships - Investments(74,602) (38,096) (37,173)
Real estate joint ventures and partnerships - Distributions of capital2,482
 6,936
 28,791
Purchase of investments
 
 (5,730)
Proceeds from investments10,375
 1,500
 8,502
Other, net2,437
 11,921
 6,179
Net cash (used in) provided by investing activities(16,026) 432,954
 298,992
Cash Flows from Financing Activities:     
Proceeds from issuance of debt
 638
 
Principal payments of debt(55,556) (257,028) (28,723)
Changes in unsecured credit facilities(5,000) 5,000
 (245,000)
Repurchase of common shares of beneficial interest, net
 (18,564) 
Proceeds from issuance of common shares of beneficial interest, net1,098
 6,760
 1,588
Common share dividends paid(203,297) (382,464) (294,073)
Debt issuance and extinguishment costs paid(3,271) (1,271) (488)
Distributions to noncontrolling interests(6,782) (19,155) (19,342)
Contributions from noncontrolling interests326
 1,465
 
Other, net(2,388) 508
 (2,657)
Net cash used in financing activities(274,870) (664,111) (588,695)
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents(20,846) 54,803
 (19,945)
Cash, cash equivalents and restricted cash equivalents at January 176,137
 21,334
 41,279
Cash, cash equivalents and restricted cash equivalents at December 31$55,291
 $76,137
 $21,334
Supplemental disclosure of cash flow information:     
Cash paid for interest (net of amount capitalized of $13,586, $7,938 and $4,868, respectively)$55,413
 $65,507
 $79,161
Cash paid for income taxes$1,526
 $1,545
 $1,009
Cash paid for amounts included in operating lease liabilities$2,785
 $
 $

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31, 

    

2020

    

2019

    

2018

Cash Flows from Operating Activities:

  

  

  

Net Income

$

118,959

$

322,575

$

345,343

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation and amortization

 

149,930

 

135,674

 

161,838

Amortization of debt deferred costs and intangibles, net

 

2,752

 

3,194

 

3,146

Non-cash lease expense

 

1,242

 

1,241

 

0

Impairment loss

 

24,153

 

74

 

10,120

Equity in earnings of real estate joint ventures and partnerships, net

 

(39,206)

 

(20,769)

 

(25,070)

Gain on sale of property

 

(65,402)

 

(189,914)

 

(207,865)

Distributions of income from real estate joint ventures and partnerships

 

29,803

 

20,083

 

19,605

Changes in accrued rent, accrued contract receivables and accounts receivable, net

 

1,154

 

10,001

 

(2,807)

Changes in unamortized lease costs and other assets, net

 

(8,024)

 

(14,298)

 

(8,632)

Changes in accounts payable, accrued expenses and other liabilities, net

 

5,744

 

(975)

 

(2,315)

Other, net

 

3,122

 

3,164

 

(7,403)

Net cash provided by operating activities

 

224,227

 

270,050

 

285,960

Cash Flows from Investing Activities:

 

  

 

  

 

  

Acquisition of real estate and land, net

 

(42,209)

 

(218,849)

 

(1,265)

Development and capital improvements

 

(137,059)

 

(183,188)

 

(155,528)

Proceeds from sale of property and real estate equity investments, net

 

119,442

 

445,319

 

607,486

Real estate joint ventures and partnerships - Investments

 

(8,671)

 

(74,602)

 

(38,096)

Real estate joint ventures and partnerships - Distribution of capital

 

22,228

 

2,482

 

6,936

Proceeds from investments

 

 

10,375

 

1,500

Other, net

 

(114)

 

2,437

 

11,921

Net cash (used in) provided by investing activities

 

(46,383)

 

(16,026)

 

432,954

Cash Flows from Financing Activities:

 

  

 

  

 

  

Proceeds from issuance of debt

 

 

 

638

Principal payments of debt

 

(22,977)

 

(55,556)

 

(257,028)

Changes in unsecured credit facilities

 

40,000

 

(5,000)

 

5,000

Proceeds from issuance of common shares of beneficial interest, net

 

212

 

1,098

 

6,760

Repurchase of common shares of beneficial interest, net

 

(32,107)

 

 

(18,564)

Common share dividends paid

 

(165,958)

 

(203,297)

 

(382,464)

Debt issuance and extinguishment costs paid

 

(6)

 

(3,271)

 

(1,271)

Distributions to noncontrolling interests

 

(4,076)

 

(6,782)

 

(19,155)

Contributions from noncontrolling interests

 

1,150

 

326

 

1,465

Other, net

 

(1,617)

 

(2,388)

 

508

Net cash used in financing activities

 

(185,379)

 

(274,870)

 

(664,111)

Net (decrease) increase in cash, cash equivalents and restricted cash equivalents

 

(7,535)

 

(20,846)

 

54,803

Cash, cash equivalents and restricted cash equivalents at January 1

 

55,291

 

76,137

 

21,334

Cash, cash equivalents and restricted cash equivalents at December 31

$

47,756

$

55,291

$

76,137

Supplemental disclosure of cash flow information:

 

  

 

  

 

  

Cash paid for interest (net of amount capitalized of $8,184, $13,586 and $7,938, respectively)

$

58,744

$

55,413

$

65,507

Cash paid for income taxes

$

793

$

1,526

$

1,545

Cash paid for amounts included in operating lease liabilities

$

2,678

$

2,785

$

0

See Notes to Consolidated Financial Statements.


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Table of Contents

WEINGARTEN REALTY INVESTORS

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

Year Ended December 31, 2020, 2019 2018 and 2017


 
Common
Shares of
Beneficial
Interest
 
Additional
Paid-In
Capital
 
Net Income
Less Than
Accumulated
Dividends
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests
 Total
Balance, January 1, 2017$3,885
 $1,718,101
 $(177,647) $(9,161) $181,718
 $1,716,896
Net income    335,274
   15,441
 350,715
Shares issued under benefit plans, net12
 8,816
       8,828
Change in classification of deferred compensation plan  45,377
       45,377
Change in redemption value of deferred compensation plan    (619)     (619)
Dividends paid – common shares ($2.29 per share)    (294,073)     (294,073)
Distributions to noncontrolling interests        (19,342) (19,342)
Other comprehensive income      2,991
   2,991
Other, net  (228) 

   (703) (931)
Balance, December 31, 20173,897
 1,772,066
 (137,065) (6,170) 177,114
 1,809,842
Net income    327,601
   17,742
 345,343
Shares repurchased and cancelled(20) (18,544)       (18,564)
Shares issued under benefit plans, net16
 13,471
       13,487
Cumulative effect adjustment of new accounting standards    5,497
 (1,541)   3,956
Dividends paid – common shares ($2.98 per share)    (382,464)     (382,464)
Distributions to noncontrolling interests        (19,155) (19,155)
Contributions from noncontrolling interests        1,465
 1,465
Other comprehensive loss      (2,838)   (2,838)
Other, net  

 

   (373) (373)
Balance, December 31, 20183,893
 1,766,993
 (186,431) (10,549) 176,793
 1,750,699
Net income    315,435
   7,140
 322,575
Shares issued under benefit plans, net12
 11,046
       11,058
Dividends paid – common shares ($1.58 per share)    (203,297)     (203,297)
Distributions to noncontrolling interests        (6,782) (6,782)
Contributions from noncontrolling interests        326
 326
Other comprehensive loss      (734)   (734)
Other, net  1,947
 

 
 368
 2,315
Balance, December 31, 2019$3,905
 $1,779,986
 $(74,293) $(11,283) $177,845
 $1,876,160
2018

    

Common

    

    

Net Income

    

Accumulated

    

    

 Shares of

Additional

 Less Than

 Other

 Beneficial

 Paid-In

 Accumulated

 Comprehensive

Noncontrolling

 Interest

 Capital

 Dividends

 Loss

 Interests

Total

Balance, January 1, 2018

$

3,897

$

1,772,066

$

(137,065)

$

(6,170)

$

177,114

$

1,809,842

Net income

 

 

 

327,601

 

  

 

17,742

 

345,343

Shares repurchased and cancelled

(20)

 

(18,544)

 

 

  

 

  

(18,564)

Shares issued under benefit plans, net

 

16

 

13,471

 

 

  

 

  

 

13,487

Cumulative effect adjustment of new accounting standards

 

 

 

5,497

 

(1,541)

 

  

 

3,956

Dividends paid – common shares ($2.98 per share)

 

 

 

(382,464)

 

  

 

  

 

(382,464)

Distributions to noncontrolling interests

 

 

 

  

 

  

 

(19,155)

 

(19,155)

Contributions from noncontrolling interests

 

 

  

 

  

 

1,465

 

1,465

Other comprehensive loss

 

 

  

 

(2,838)

 

  

 

(2,838)

Other, net

 

 

  

 

  

 

(373)

 

(373)

Balance, December 31, 2018

3,893

 

1,766,993

 

(186,431)

 

(10,549)

 

176,793

 

1,750,699

Net income

 

 

315,435

 

  

 

7,140

 

322,575

Shares issued under benefit plans, net

 

12

 

11,046

 

 

  

 

  

 

11,058

Dividends paid – common shares ($1.58 per share)

 

 

 

(203,297)

 

  

 

  

 

(203,297)

Distributions to noncontrolling interests

 

 

  

 

  

 

(6,782)

 

(6,782)

Contributions from noncontrolling interests

 

 

  

 

  

 

326

 

326

Other comprehensive loss

 

 

 

  

 

(734)

 

  

 

(734)

Other, net

 

 

1,947

 

  

 

368

 

2,315

Balance, December 31, 2019

3,905

 

1,779,986

 

(74,293)

 

(11,283)

 

177,845

 

1,876,160

Net income

 

112,149

  

6,810

 

118,959

Shares repurchased and cancelled

(50)

(32,057)

(32,107)

Shares issued under benefit plans, net

 

11

7,841

  

  

 

7,852

Cumulative effect adjustment of new accounting standards

(711)

(711)

Dividends paid – common shares ($1.30 per share)

 

(165,958)

  

  

 

(165,958)

Distributions to noncontrolling interests

 

(4,076)

 

(4,076)

Contributions from noncontrolling interests

 

  

  

1,150

 

1,150

Other comprehensive loss

 

  

(767)

 

(767)

Balance, December 31, 2020

$

3,866

$

1,755,770

$

(128,813)

$

(12,050)

$

181,729

$

1,800,502

See Notes to Consolidated Financial Statements.


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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     Summary of Significant Accounting Policies

Business

Weingarten Realty Investors is a REIT organized under the Texas Business Organizations Code. We currently operate, and intend to operate in the future, as a REIT.

We, and our predecessor entity, began the ownership of shopping centers and other commercial real estate in 1948.1948. Our primary business is leasing space to tenants in the shopping centers we own or lease. These centers may be mixed-use properties that have both retail and residential components. We also provide property management services for which we charge fees to either joint ventures where we are partners or other outside owners.

We operate a portfolio of neighborhood and community shopping centers, totaling approximately 32.530.2 million square feet of gross leasable area that is either owned by us or others. We have a diversified tenant base, with 2 of our largest tenanttenants each comprising only 2.6% of base minimum rental revenues during 2019.2020. Total revenues generated by our centers located in Houston and its surrounding areas was 20.0%20.6% of total revenue for the year ended December 31, 2019,2020, and an additional 9.3%9.8% of total revenue was generated in 20192020 from centers that are located in other parts of Texas. Also, in Florida and California, an additional 19.8%20.4% and 17.9%16.4%, respectively, of total revenue was generated in 2019.2020.

In March 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) a pandemic. The impact of COVID-19 continues to evolve and most cities and states have imposed measures to control its spread including social distancing and limiting group gatherings. These measures have created risks and uncertainties surrounding our operations and geographic concentrations. The pandemic resulted in, at certain locations, the closure or limited operations of non-essential businesses and consumer/employee stay-at-home provisions. Given this continually evolving situation, the duration and severity of these matters and their ultimate effect are uncertain at this time.

Basis of Presentation

Our consolidated financial statements include the accounts of our subsidiaries, certain real estate joint ventures or partnerships and VIEs which meet the guidelines for consolidation. All intercompany balances and transactions have been eliminated.

Our financial statements are prepared in accordance with GAAP. Such statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. We have evaluated subsequent events for recognition or disclosure in our consolidated financial statements.

Leases

As part of our operations, we are primarily a lessor of commercial retail space. In certain instances, we are also a lessee, primarily of ground leases associated with our operations. Our contracts are reviewed to determine if they qualify, under the GAAP definition, as a lease. A contract is determined to be a lease when the right to obtain substantially all of the economic benefits and to direct the use of an identified asset is transferred to a customer over a defined period of time for consideration. During this review, we evaluate among other items, asset specification, substitution rights, purchase options, operating rights and control over the asset during the contract period.

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Table of Contents

We have elected accounting policy practical expedients, both as a lessor and a lessee, to not separate any nonlease components (primarily common area maintenance) within a lease contract for all classes of underlying assets (primarily real estate assets). As a lessor, we have further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. We have determined to account for both the lease and nonlease components as a single component when the lease component is the predominate component of a contract. Therefore, Accounting Standards Codification ("ASC") No. 842, “Leases” will be applied to these lease contracts for both types of components. Additionally, for lessee leases, we have also elected not to apply the overall balance sheet recognition requirements to short-term leases that are less than 12 months from the lease commencement date.

Significant judgments and assumptions are inherent in not only determining if a contract contains a lease but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options with the determination if they will be exercised, evaluation of implicit discount rates, assessment and consideration of “fixed” payments for straight-line rent revenue calculations and the evaluation of asset identification and substitution rights.

The determination of the discount rate used in a lease is the incremental borrowing rate of the lease contract. For lessee leases, this rate is often not readily determinable as the lessor’s initial direct costs and expected residual value are at the end of the lease term and are unknown. Therefore, as the lessee, our incremental borrowing rate will be used. Selected discount rates will reflect rates that we would have to pay to borrow on a fully collateralized basis over a term similar to the lease. Additionally, we will obtain lender quotes with similar terms and if not available, we consider the asset type, risk free rates and financing spreads to account for creditworthiness and collateral.


Our lessor leases are principally related to our shopping centers. We believe risk of an inadequate residual value of the leased asset upon the termination of these leases is low due to our ability to re-lease the space, the long-lived nature of our real estate assets and the propensity of real estate assets to hold their value over a long period of time.

In April 2020, the Financial Accounting Standards Board ("FASB") published a Staff Q&A regarding Accounting for Lease Concessions Related to the Effects of the COVID-19 pandemic. As the pandemic is expected to result in numerous tenant rent and lease concessions, the intent of the publication was to provide relief to lessors in assessing whether a lease modification exists. The FASB publication provides for an election to bypass the lease-by-lease analysis and account for lease concessions, directly related to the effects of the COVID-19 pandemic, consistent with how those concessions would be accounted for as though enforceable rights and obligations for those concessions existed in the original contract. Accordingly, an entity would not have to analyze each contract to determine whether those rights exist in the contract and can elect to apply or not apply lease modification guidance to those contracts. Such election is required to be applied consistently to leases with similar characteristics and circumstances. This election is available for COVID-19 related concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee and the total payments required by the modified lease are substantially the same as or less than total payments required by the original lease. As of April 1, 2020, we elected to not apply lease modification guidance to those contracts. As such, any lease deferral concessions will remain recorded in Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net, and rent abatements will be recorded as a reduction to Rentals, net in our consolidated financial statements. Subject to this guidance, as of December 31, 2020, included in Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net we have deferred lease concessions not currently due of $9.6 million and have recorded rent abatements of $3.2 million (see Note 9 for additional information). Discussions are continuing with tenants as the effects of COVID-19 and related mandates evolve.

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Revenue Recognition

At the inception of a revenue producing contract, we determine if a contract qualifies as a lease and if not, then as a customer contract. Additionally, we exclude all taxes assessed by a governmental authority that is collected by us from Revenue. Based on this determination, the appropriate GAAP is applied to the contract, including its revenue recognition.

Rentals, net

Rental revenue is primarily derived from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. Variable rental revenue consists primarily of tenant reimbursements of taxes, maintenance expenses and insurance, is subject to our interpretation of lease provisions and is recognized over the term of a lease as services are provided. Additionally, variable rental revenue based on a percentage of tenants’ sales is recognized only after the tenant exceeds its sales breakpoint. In circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. Further, at the lease commencement date and on an ongoing basis, we consider the collectability of a lease when determining revenue to be recognized. Prior to the adoption of ASC No. 842, rental revenues were recognized under ASC No. 840, “Leases.”

Other

Other revenue consists of both customer contract revenue and income from contractual agreements with third parties or real estate joint ventures or partnerships, which do not meet the definition of a lease or a customer contract. Revenues which do not meet the definition of a lease or customer contract are recognized as the related services are performed under the applicable agreement.

We have identified primarily three types of customer contract revenue: (1) management contracts with real estate joint ventures or partnerships or third parties, (2) licensing and occupancy agreements and (3) certain non-tenant contracts. At contract inception, we assess the services provided in these contracts and identify any performance obligations that are distinct. To identify the performance obligation, we consider all services, whether explicitly stated or implied by customary business practices. We have identified the following substantive services, which may or may not be included in each contract type, that represent performance obligations:

Contract Type

Performance Obligation Description

Elements of Performance Obligations

Payment Timing

Management Agreements

  Management and asset management services

  Construction and development services

  Marketing services

  Over time

  Right to invoice

  Long-term contracts

Typically monthly or quarterly

  Leasing and legal preparation services

  Sales commissions

  Point in time

  Long-term contracts

Licensing and Occupancy Agreements

  Rent of non-specific space

  Over time

  Right to invoice

  Short-term contracts

Typically monthly

  Set-up services

  Point in time

  Right to invoice

Non-tenant Contracts

  Placement of miscellaneous items at our centers that do not qualify as a lease, i.e. advertisements, trash bins, etc.

  Point in time

  Long-term contracts

Typically monthly

  Set-up services

  Point in time

  Right to invoice


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We also assess collectability of the customer contract revenue prior to recognition. None of these customer contracts include a significant financing component.


Property

Real estate assets are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-40 years for buildings and 10-20 years for parking lot surfacing and equipment. Major replacements where the betterment extends the useful life of the asset are capitalized, and the replaced asset and corresponding accumulated depreciation are removed from the accounts. All other maintenance and repair items are charged to expense as incurred.

Acquisitions of properties are accounted for utilizing the acquisition of a nonfinancial asset method and, accordingly, the results of operations of an acquired property are included in our results of operations from the date of acquisition. Estimates of fair values are based upon estimated future cash flows and other valuation techniques. Fair values are used to allocate and record the purchase price of acquired property among land, buildings on an “as if vacant” basis, tenant improvements, other identifiable intangibles and any goodwill or gain on purchase. Other identifiable intangible assets and liabilities include the effect of out-of-market leases, the value of having leases in place (“as is” versus “as if vacant” and absorption costs), out-of-market assumed mortgages and tenant relationships. Depreciation and amortization is computed using the straight-line method, generally over estimated useful lives of 40 years for buildings and over the lease term for other identifiable intangible assets. Costs associated with the successful acquisition of an asset are capitalized as incurred.

Property also includes costs incurred in the development and redevelopment of operating properties. These properties are carried at cost, and no depreciation is recorded on these assets until rent commences or no later than one year from the completion of major construction.construction. These costs include preacquisition costs directly identifiable with the specific project, development and construction costs, interest, insurance and real estate taxes. Indirect development costs, including salaries and benefits, travel and other related costs that are directly attributable to the development of the property, are also capitalized. The capitalization of such costs ceases at the earlier of one year from the completion of major construction or when the property, or any completed portion, becomes available for occupancy.

Property also includes

Also included in property is costs for tenant improvements paid by us, including reimbursements to tenants for improvements that are owned by us and will remain our property after the lease expires.

Property identified for sale is reviewed to determine if it qualifies as held for sale based on the following criteria: management has approved and is committed to the disposal plan, the assets are available for immediate sale, an active plan is in place to locate a buyer, the sale is probable and expected to qualify as a completed sale within a year, the sales price is reasonable in relation to the current fair value, and it is unlikely that significant changes will be made to the sales plan or that the sales plan will be withdrawn. Upon qualification, these properties are segregated and classified as held for sale at the lower of cost or fair value less costs to sell. Also for disposal transactions, the presence of a significant financing component is considered and evaluated, if necessary. We have adopted the practical expedient in which the promised amount of consideration is not adjusted for the effects of a significant financing component when we expect, at contract inception, that the period between the sale and payment will be one year or less. Our individual property disposals do not qualify for discontinued operations presentation; thus, the results of operations through the disposal date and any associated gains are included in income from continuing operations.

Some of our properties are held in single purpose entities. A single purpose entity is a legal entity typically established at the request of a lender solely for the purpose of owning a property or group of properties subject to a mortgage. There may be restrictions limiting the entity’s ability to engage in an activity other than owning or operating the property, assuming or guaranteeing the debt of any other entity, or dissolving itself or declaring bankruptcy before the debt has been repaid. Most of our single purpose entities are 100% owned by us and are consolidated in our consolidated financial statements.

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Real Estate Joint Ventures and Partnerships

To determine the method of accounting for real estate joint ventures and partnerships, management determines whether an entity is a VIE and, if so, determines which party is the primary beneficiary by analyzing whether we have both the power to direct the entity’s significant economic activities and the obligation to absorb potentially significant losses or receive potentially significant benefits. Significant judgments and assumptions inherent in this analysis include the design of the entity structure, the nature of the entity’s operations, future cash flow projections, the entity’s financing and capital structure, and contractual relationships and terms. We consolidate a VIE when we have determined that we are the primary beneficiary.

Primary risks associated with our involvement with our VIEs include the potential funding of the entities’ debt obligations or making additional contributions to fund the entities’ operations or capital activities.


Non-variable interest real estate joint ventures and partnerships over which we have a controlling financial interest are consolidated in our consolidated financial statements. In determining if we have a controlling financial interest, we consider factors such as ownership interest, authority to make decisions, kick-out rights and substantive participating rights. Real estate joint ventures and partnerships where we do not have a controlling financial interest, but have the ability to exercise significant influence, are accounted for using the equity method.

Management continually analyzes and assesses reconsideration events, including changes in the factors mentioned above, to determine if the consolidation or equity method treatment remains appropriate.

Unamortized Lease Costs, net

Lease costs represent the initial direct costs incurred in origination, negotiation and processing of a lease agreement. Upon the adoption of ASC No. 842, such costs include outside broker commissions and other independent third party costs, as well as internal leasing commissions paid directly related to completing a lease and are amortized over the life of the lease on a straight-line basis. Prior to the adoption of ASC No. 842, such costs included outside broker commissions and other independent third party costs, as well as salaries and benefits, travel and other internal costs directly related to completing a lease and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities are charged to expense as incurred. Also included are in place lease costs which are amortized over the life of the applicable lease term on a straight-line basis.

Accrued Rent, Accrued Contract Receivables and Accounts Receivable, net

Receivables are relatively short-term in nature with terms due in less than one year. Receivables include rental revenue, amounts billed and currently due from customer contracts and receivables attributable to straight-line rental commitments. Accrued contract receivables includes amounts due from customers for contracts that do not qualify as a lease in which we earned the right to the consideration through the satisfaction of the performance obligation, but before the customer pays consideration or before payment is due. Upon the adoption of ASC No. 842, individualIndividual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivables are reduced as an adjustment to rental revenues. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends. An allowance for the uncollectible portion of the portfolio is recorded as an adjustment to rental revenues. Management’s estimate of the collectability of accrued rents and accounts receivable is based on the best information available to management at the time of evaluation.

Prior to the adoption of ASC No. 842, an allowance for the uncollectible portion of accrued rents and accounts receivable was determined based upon an analysis of balances outstanding, historical bad debt levels, tenant creditworthiness and current economic trends. Additionally, estimatesAt December 31, 2018, we had an allowance for doubtful accounts totaling $6.9 million (which included charges to bad debt of $2.4 million and deductions of $3.0 million for the year ended December 31, 2018) that was re-characterized upon the adoption of ASC No. 842 as of January 1, 2019, to be appropriately reflected as reductions in Revenues for uncollectible amounts.

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The duration of the expected recoveryCOVID-19 pandemic and its impact on our tenants’ operations, including, in some cases, their ability to resume full operations as governmental and legislative measures are eased, or in some cases reimposed, has caused uncertainty in our ongoing ability to collect rents when due. Considering the potential impact of pre-petitionthese uncertainties, our collection assessment also took into consideration the type of tenant and post-petition claimscurrent discussions with respect tothe tenants, in bankruptcy are considered in assessing the collectability of the related receivables. Management’s estimate of the collectability of accrued rentsas well as recent rent collection experience and accounts receivable istenant bankruptcies based on the best information available to management at the time of evaluation.

For the year ended December 31, 2020, we reduced rental revenues by $36.1 million due to lease related reserves and write-offs, which included $15.0 million for straight-line rent receivables.

Cash and Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered cash equivalents. Cash and cash equivalents are primarily held at major financial institutions in the U.S. We had cash and cash equivalents in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents amongst several banking institutions in an attempt to minimize exposure to any one of these entities. We believe we are not exposed to any significant credit risk and regularly monitor the financial stability of these financial institutions.

Restricted Deposits and Escrows

Restricted deposits are held or restricted for a specific use or in a qualified escrow account for the purposes of completing like-kind exchange transactions. Escrows consist of deposits held by third parties or lenders for a specific use; including, capital improvements, rental income and taxes.

Our restricted deposits and escrows consist of the following (in thousands):

 December 31,
 2019 2018
Restricted deposits$12,793
 $8,150
Escrows1,017
 2,122
Total$13,810
 $10,272

    

December 31, 

2020

2019

Restricted deposits

$

12,122

$

12,793

Escrows

216

1,017

Total

$

12,338

$

13,810



Other Assets, net

Other assets include an asset related to the debt service guaranty (see Note 6 for further information), tax increment revenue bonds, right-of-use assets, investments investments held in a grantor trust, deferred tax assets (see Income Taxes), the net value of above-market leases, and deferred debt costs associated with our revolving credit facilities.facilities and other miscellaneous receivables. Right-of-use assets are amortized to achieve the recognition of rent expense on a straight-line basis after adjusting for the corresponding lease liabilities’ interest over the lives of the leases. Investments held in a grantor trust and investments in mutual funds are adjusted to fair value at each period with changes included in our Consolidated Statements of Operations. Investments held to maturity are carried at amortized cost and are adjusted using the interest method for amortization of premiums and accretion of discounts. Our tax increment revenue bonds have been classified as held to maturity and are recorded at amortized cost offset by a recognized credit loss (see Note 18 for further information). Above-market leases are amortized as adjustments to rental revenues over terms of the acquired leases. Deferred debt costs, including those classified in debt, are amortized primarily on a straight-line basis, which approximates the effective interest rate method, over the terms of the debt. Other miscellaneous receivables haveare evaluated for credit risk and an allowance is established if there is an estimate for lifetime credit losses. These are based on available information, including historical loss information adjusted for current conditions and forecasts for future economic conditions. Prior to adoption of ASC No. 326, a reserve was applied to the carrying amount of other miscellaneous receivables when it becomes apparent that conditions existexisted that maywould lead to our inability to fully collect onthe outstanding amounts due. Such conditions include delinquent or late payments on receivables, deterioration in the ongoing relationship with the borrower and other relevant factors. We establish

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Our tax increment revenue bonds have been classified as held to maturity and are recorded at amortized cost offset by a reserverecognized credit loss (see Note 19 for further information). Due to the recognized credit loss, interest on these bonds is recorded at an effective interest rate when expected loss conditions exist by reviewingcash payments are received. The bonds are evaluated for credit losses based on discounted estimated future cash flows. Any future receipts in excess of the borrower’s ability to generate revenues to meet debt service requirements and assessingamortized basis will be recognized as revenue when received. The credit risk associated with the fairamortized value of any collateral.

these bonds is low as the bonds are earmarked for repayments from sales and property taxes associated with a government entity. At December 31, 2020, 0 credit allowance has been recorded.

Other Liabilities, net

Other liabilities include non-qualified benefit plan liabilities (see Retirement Benefit Plans and Deferred Compensation Plan), lease liabilities and the net value of below-market leases. Lease liabilities are amortized to rent expense using the effective interest rate method, over the lease life. Below-market leases are amortized as adjustments to rental revenues over terms of the acquired leases.

Sales of Real Estate

Sales of real estate include the sale of tracts of land, property adjacent to shopping centers, operating properties, newly developed properties, investments in real estate joint ventures and partnerships and partial sales of real estate joint ventures and partnerships in which we participate.

These sales primarily fall under two types of contracts (1) sales of nonfinancial assets (primarily real estate) and (2) sales of investments in real estate joint ventures and partnerships of substantially nonfinancial assets. We review the sale contract to determine appropriate accounting guidance. Profits on sales of real estate are primarily not recognized until (a) a contract exists including: each party’s rights are identifiable along with the payment terms, the contract has commercial substance and the collection of consideration is probable; and (b) the performance obligation to transfer control of the asset has occurred; including transfer to the buyer of the usual risks and rewards of ownership.

We recognize gains on the sale of real estate to joint ventures and partnerships in which we participate to the extent we receive consideration from the joint venture or partnership, if it meets the sales criteria in accordance with GAAP.

Impairment

Our property, including right-of-use assets, is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property, any capitalized costs and any identifiable intangible assets, may not be recoverable.

If such an event occurs, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future, with consideration of applicable holding periods, on an undiscounted basis to the carrying amount of such property. If we determine the carrying amount is not recoverable, our basis in the property is reduced to its estimated fair value to reflect impairment in the value of the asset. Fair values are determined by management utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker or appraisal estimates.

We review economic considerations at each reporting period, including the effects of tenant bankruptcies, the suspension of tenant expansion plans for new development projects, declines in real estate values, and any changes to plans related to our new development properties including land held for development, to identify properties where we believe market values may be deteriorating. Determining whether a property is impaired and, if impaired, the amount of write-down to fair value requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. If market conditions deteriorate or management’s plans for certain properties change, additional write-downs could be required in the future.


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Our investment in real estate joint ventures and partnerships is reviewed for impairment each reporting period. We evaluate various factors, including operating results of the investee, our ability and intent to hold the investment and our views on current market and economic conditions, when determining if there is a decline in the investment value. We will record an impairment charge if we determine that a decline in the estimated fair value of an investment below its carrying amount is other than temporary. The ultimate realization is dependent on a number of factors, including the performance of each investment and market conditions. There is no certainty that impairments will not occur in the future if market conditions decline or if management’s plans for these investments change.

Our investments in tax increment revenue bonds are reviewed for impairment, including the evaluation of changes in events or circumstances that may indicate that the carrying amount of the investment may not be recoverable. Realization is dependent on a number of factors, including investment performance, market conditions and payment structure. We will record an impairment charge if we determine that a decline in the value of the investment below its carrying amount is other than temporary, recovery of its cost basis is uncertain, and/or it is uncertain if the investment will be held to maturity.
Accrued contract receivables are reviewed for impairment based on changes in events or circumstances effecting our customers that may indicate that the carrying value of the asset may not be recoverable. An impairment charge will be recorded if we determine that the decline in the asset value is other than temporary or recovery of the cost basis is uncertain. Factors to be considered include current economic trends such as bankruptcy and market conditions affecting our investments in real estate joint ventures and partnerships.

See Note 10 for additional information regarding impairments.

Income Taxes

We have elected to be treated as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, we generally will not be subject to corporate level federal income tax on taxable income we distribute to our shareholders. To be taxed as a REIT, we must meet a number of requirements including defined percentage tests concerning the amount of our assets and revenues that come from, or are attributable to, real estate operations. As long as we distribute at least 90% of the taxable income of the REIT (without regard to capital gains or the dividends paid deduction) to our shareholders as dividends, we will not be taxed on the portion of our income we distribute as dividends unless we have ineligible transactions.

The Tax Relief Extension Act of 1999 gave REITs the ability to conduct activities which a REIT was previously precluded from doing as long as such activities are performed in entities which have elected to be treated as taxable REIT subsidiaries under the IRS code. These activities include buying or developing properties with the express purpose of selling them. We conduct certain of these activities in a taxable REIT subsidiary that we have created. We calculate and record income taxes in our consolidated financial statements based on the activities in this entity. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between our carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carry-forwards. These are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance for deferred tax assets is established for those assets when we do not consider the realization of such assets to be more likely than not.

On December 22, 2017,March 27, 2020, the U.S. governmentPresident signed the Coronavirus Aid, Relief and Economic Security (“CARES”) Act into law. The enacted the Tax Cuts and JobsCARES Act of 2017 ("Tax Act"). The Tax Act made broad and complextax provisions include, but are not limited to, changes to the Internal Revenue Code including, but not limited to, (1) reducingNOL deduction, the U.S. federal corporate income tax rate from 35% to 21%, (2) establishing a 20% deduction for REIT dividends (other than any portion that is a capital gain dividend), (3) limiting the deductibility of business interest (4) allowing full expensing of certain qualifying property, (5) eliminating the corporate Alternative Minimum Tax (“AMT”)expense limitation and changing how existing AMT credits can be realized, (6) limiting current net operating loss deductions and providing an indefinite carryforward and (7) limiting the deductibility of certain executive compensation.depreciation. Management’s evaluation of deferred taxes and the associated valuation allowance includes the impact of the Tax Act (see Note 11 for additional information).

CARES Act.

Additionally, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that our tax positions will be sustained in any tax examinations.

In addition, we are subject to the State of Texas business tax (“Texas Franchise Tax”), which is determined by applying a tax rate to a base that considers both revenues and expenses. Therefore, the Texas Franchise Tax is considered an income tax and is accounted for accordingly.


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Share-Based Compensation

We have both share options and share awards outstanding. Since 2012, our employee long-term incentive program under our Amended and Restated 2010 Long-Term Incentive Plan grants only awards that incorporate both service-based and market-based measures for share awards to promote share ownership among the participants and to emphasize the importance of total shareholder return. The terms of each grant vary depending upon the participant'sparticipant’s responsibilities and position within the Company. All awards are recorded at fair value on the date of grant and earn dividends throughout the vesting period; however, the dividends are subject to the same vesting terms as the award. Compensation expense is measured at the grant date and recognized over the vesting period. All share awards are awarded subject to the participant’s continued employment with us.

The share awards are subject to a three-yearthree-year cliff vesting basis. Service-based and market-based share awards are subject to the achievement of select performance goals as follows:

Service-based awards and accumulated dividends typically vest three years from the grant date. These grants are subject only to continued employment and not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
Market-based awards vest based upon the performance metrics at the end of a three-yearthree-year period. These awards are based 50% on our three-year relative total shareholder return (“TSR”) as compared to the FTSE NAREIT U.S. Shopping Center Index. The other 50% is tied to our three-year absolute TSR, which is currently compared to ana 6% hurdle. At the end of a three-year period, the performance measures are analyzed; the actual number of shares earned is determined; and the earned shares and the accumulated dividends vest. The probability of meeting the market criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the market criteria are achieved and the awards are ultimately earned and vest.

Restricted shares granted to trust managers and share awards granted to retirement eligible employees are expensed immediately. Restricted shares and share awards have the same rights of a common shareholder, including the right to vote and receive dividends, except as otherwise provided by our Management Development and Executive Compensation Committee.

Options generally expire upon the earlier of termination of employment or 10 years from the date of grant, and all restricted shares are granted at no purchase price. Our policy is to recognize compensation expense for equity awards ratably over the vesting period, except for retirement eligible amounts.

Retirement Benefit Plans

Defined Benefit Plan:

We sponsor a noncontributory cash balance retirement plan (“Retirement Plan”) under which an account is maintained for each participant. Annual additions to each participant’s account include a service credit ranging from 3%-5%-5% of compensation, depending on years of service, and an interest credit of 4.5%. Vesting generally occurs after three years of service.

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Investments of Plan Assets

Our investment policy for our plan assets has been to determine the objectives for structuring a retirement savings program suitable to the long-term needs and risk tolerances of participants, to select appropriate investments to be offered by the plan and to establish procedures for monitoring and evaluating the performance of the investments of the plan. Our overall plan objectives for selecting and monitoring investment options are to promote and optimize retirement wealth accumulation; to provide a full range of asset classes and investment options that are intended to help diversify the portfolio to maximize return within reasonable and prudent levels of risk; to control costs of administering the plan; and to manage the investments held by the plan.

The selection of investment options is determined using criteria based on the following characteristics: fund history, relative performance, investment style, portfolio structure, manager tenure, minimum assets, expenses and operation considerations. Investment options selected for use in the plan are reviewed at least on a semi-annual basis to evaluate material changes from the selection criteria. Asset allocation is used to determine how the investment portfolio should be split between stocks, bonds and cash. The asset allocation decision is influenced by investment time horizon; risk tolerance; and investment return objectives. The primary factor in establishing asset allocation is demographics of the plan, including attained age and future service. A broad market diversification model is used in considering all these factors, and the percentage allocation to each investment category may also vary depending upon market conditions. Re-balancing of the allocation of plan assets occurs semi-annually.


Defined Contribution Plans:

We have 2 separate and independent nonqualified supplemental retirement plans (“SRP”) for certain employees that are classified as defined contribution plans. These unfunded plans provide benefits in excess of the statutory limits of our noncontributory cash balance retirement plan. For active participants, annual additions to each participant’s account include an actuarially-determined service credit ranging from 3% to 5% and an interest credit of 4.5%. Vesting generally occurs between five and 10 years of service. We have elected to use the actuarial present value of the vested benefits to which the participant was entitled if the participant separated immediately from the SRP, as permitted by GAAP.

The SRP participants'participants’ account balances prior to 2012 no longer receive service credits but continue to receive a 7.5% interest credit for active participants. All inactive participants receive a December 31, 90-day LIBOR rate plus .50% interest credit.

We have a Savings and Investment Plan pursuant to which eligible employees may elect to contribute from 1% of their salaries to the maximum amount established annually by the IRS.IRS. Employee contributions are matched by us at the rate of 50% for the first 6% of the employee'semployee’s salary. The employees vest in the employer contributions ratably over a five-yearfive-year period.

Deferred Compensation Plan

We have a deferred compensation plan for eligible employees allowing them to defer portions of their current cash salary or share-based compensation. Deferred amounts are deposited in a grantor trust, which are included in Other, net Assets, and are reported as compensation expense in the year service is rendered. Cash deferrals are invested based on the employee’s investment selections from a mix of assets selected using a broad market diversification model. Deferred share-based compensation cannot be diversified, and distributions from this plan are made in the same form as the original deferral.

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Fair Value Measurements

Certain financial instruments, estimates and transactions are required to be calculated, reported and/or recorded at fair value. The estimated fair values of such financial items, including debt instruments, impaired assets, acquisitions and investment securities, have been determined using a market-based measurement. This measurement is determined based on the assumptions that management believes market participants would use in pricing an asset or liability; including, market capitalization rates, discount rates, current operating results, local economics and other factors. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The fair value of such financial instruments, estimates and transactions was determined using available market information and appropriate valuation methodologies as prescribed by GAAP.

Internally developed and third party fair value measurements, including the unobservable inputs, are evaluated by management with sufficient experience for reasonableness based on current market knowledge, trends and transactional experience in the real estate and capital markets. Our valuation policies and procedures are determined by our Accounting Group, which reports to the Chief Financial Officer and the results of significant impairment transactions are discussed with the Audit Committee on a quarterly basis.


Fair value estimates are based on limited available market information for similar transactions, including our tax increment revenue bonds investments held to maturity and debt, and there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. The following provides information about the methods used to estimate the fair value of our financial instruments, including their estimated fair values:

Cash Equivalents and Restricted Cash

Cash equivalents and restricted cash are valued based on publicly-quoted market prices for identical assets.

Investments and Deferred Compensation Plan Obligations

Investments in mutual funds held in a grantor trust and mutual funds are valued based on publicly-quoted market prices for identical assets. The deferred compensation plan obligations corresponds to the value of our investments held in a grantor trust. Investments held to maturity are carried at amortized cost and are adjusted using the interest method for amortization

65

Table of premiums and accretion of discounts.Contents

Tax Increment Revenue Bonds

The fair value estimates of our held to maturity tax increment revenue bonds, which were issued by the Agency in connection with our investment in a development project in Sheridan, Colorado, are based on assumptions that management believes market participants would use in pricing, using widely accepted valuation techniques including discounted cash flow analysis based on the expected future sales tax revenues of the project. This analysis reflects the contractual terms of the bonds, including the period to maturity, and uses observable market-based inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates.

Debt

The fair value of our debt may be based on quoted market prices for publicly-traded debt, on a third-party established benchmark for inactively traded debt and on the discounted estimated future cash payments to be made for non-traded debt. For inactively traded debt, our third-party provider establishes a benchmark for all REIT securities based on the largest, most liquid and most frequent investment grade securities in the REIT bond market. This benchmark is then adjusted to consider how a market participant would be compensated for risk premiums such as, longevity of maturity dates, lack of liquidity and credit quality of the issuer. The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assumes the debt is outstanding through maturity and considers the debt’s collateral (if applicable). We have utilized market information as available or present value techniques to estimate the amounts required to be disclosed.

Reportable Segments

Our primary focus is to lease space to tenants in shopping centers that we own, lease or manage. We evaluate the performance of the reportable segments based on net operating income, defined as total revenues less operating expenses and real estate taxes. Management does not consider the effect of gains or losses from the sale of property or interests in real estate joint ventures and partnerships in evaluating segment operating performance.

No individual property constitutes more than 10% of our revenues or assets, and we have 0 operations outside of the United States of America. Therefore, our properties have been aggregated into 1 reportable segment since such properties and the tenants thereof each share similar economic and operating characteristics.


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Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component consists of the following (in thousands):

    

    

    

Defined

    

Benefit

Pension

Gain

Gain on

Plan-

on

Cash Flow

Actuarial

Investments

Hedges

Loss

Total

Balance, January 1, 2018

$

(1,541)

$

(7,424)

$

15,135

$

6,170

Cumulative effect adjustment of accounting standards

 

1,541

 

 

 

1,541

Change excluding amounts reclassified from accumulated other comprehensive loss

 

 

(1,379)

 

1,143

 

(236)

Amounts reclassified from accumulated other comprehensive loss

 

 

4,302

(1)

 

(1,228)

(2)

 

3,074

Net other comprehensive loss (income)

 

 

2,923

 

(85)

 

2,838

Balance, December 31, 2018

 

 

(4,501)

 

15,050

 

10,549

Change excluding amounts reclassified from accumulated other comprehensive loss

 

 

 

1,044

 

1,044

Amounts reclassified from accumulated other comprehensive loss

 

 

887

(1)

 

(1,197)

(2)

 

(310)

Net other comprehensive loss (income)

 

 

887

 

(153)

 

734

Balance, December 31, 2019

 

 

(3,614)

 

14,897

 

11,283

Change excluding amounts reclassified from accumulated other comprehensive loss

 

 

 

898

 

898

Amounts reclassified from accumulated other comprehensive loss

 

 

890

(1)

 

(1,021)

(2)

 

(131)

Net other comprehensive loss (income)

 

 

890

 

(123)

 

767

Balance, December 31, 2020

$

$

(2,724)

$

14,774

$

12,050

 
Gain
on
Investments
 
Gain on
Cash Flow
Hedges
 Defined Benefit Pension Plan Total
Balance, January 1, 2017$(964) $(6,403) $16,528
 $9,161
Change excluding amounts reclassified from accumulated other comprehensive loss(1,228) (1,063) 82
 (2,209)
Amounts reclassified from accumulated other comprehensive loss651
 42
(1) 
(1,475)
(2) 
(782)
Net other comprehensive (income) loss(577) (1,021) (1,393) (2,991)
Balance, December 31, 2017(1,541) (7,424) 15,135
 6,170
Cumulative effect adjustment of accounting standards1,541
 
 
 1,541
Change excluding amounts reclassified from accumulated other comprehensive loss
 (1,379) 1,143
 (236)
Amounts reclassified from accumulated other comprehensive loss
 4,302
(1) 
(1,228)
(2) 
3,074
Net other comprehensive loss (income)
 2,923
 (85) 2,838
Balance, December 31, 2018
 (4,501) 15,050
 10,549
Change excluding amounts reclassified from accumulated other comprehensive loss
 
 1,044
 1,044
Amounts reclassified from accumulated other comprehensive loss
 887
(1) 
(1,197)
(2) 
(310)
Net other comprehensive loss (income)
 887
 (153) 734
Balance, December 31, 2019$
 $(3,614) $14,897
 $11,283
___________________
(1)This reclassification component is included in interest expense.
(2)This reclassification component is included in the computation of net periodic benefit cost (see Note 15 for additional information).

Additionally, as of December 31, 20192020 and 2018,2019, the net gain balance in accumulated other comprehensive loss relating to previously terminated cash flow interest rate swap contracts was $3.6$2.7 million and $4.5$3.6 million, respectively, which will be reclassified to net interest expense as interest payments are made on the originally hedged debt. Within the next 12 months, approximately $.9 million in accumulated other comprehensive loss is expected to be reclassified as a reduction to interest expense related to our interest rate contracts.

Reclassifications
We have reclassified prior years’ miscellaneous lease-related revenues identified during our implementation of ASC No. 842 of $1.3 million and $2.5 million for the year ended December 31, 2018 and 2017, respectively, to Rentals, net from Other revenue in our Consolidated Statements of Operations to conform to the current year presentation (see Note 2 for further information).

Note 2.     Newly Issued Accounting Pronouncements

Adopted

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2016-02, "Leases." This ASU was further updated by ASU No. 2018-01, "Land Easement Practical Expedient for Transition for Topic 842," ASU No. 2018-10, "Codification Improvements to Topic 842," ASU No. 2018-11, "Targeted Improvements for Topic 842," ASU No. 2018-20, "Narrow-Scope Improvements for Lessors" and ASU No. 2019-01, "Codification Improvements to Topic 842." These ASUs set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The ASUs require lessees to adopt a right-of-use asset approach that will bring substantially all leases onto the balance sheet, with the exception of short-term leases. The subsequent accounting for this right-of-use asset will be based on a dual-model approach, under which the lease will be classified as either a finance or an operating lease. The lessor accounting model under these ASUs is similar to current guidance, but certain underlying principles in the lessor model have been aligned with the new revenue recognition standard. A practical expedient was added for lessors to elect, by class of underlying assets, to account for lease and nonlease components as a single lease component if certain criteria are met. The provisions of these ASUs were effective for us as of January 1, 2019. We adopted this guidance as of January 1, 2019 and applied it on a modified retrospective approach and elected not to restate comparative periods.
Upon adoption, we applied the following practical expedients:
The practical expedient package which allows an entity not to reassess (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for expired or existing leases; and (3) initial direct costs for any existing leases.
The practical expedient which allows an entity not to reassess whether any existing or expired land easements that were not previously accounted for as a lease or if the contract contains a lease.
As an accounting policy election, a lessor may choose not to separate the nonlease components, by class of underlying assets, from the lease components and instead account for both types of components as a single lease component under certain conditions.
As an accounting policy election, a lessee may choose not to separate the nonlease components, by class of underlying assets, from the lease components and instead account for both types of components as a single lease component.
As an accounting policy election, a lessee may choose by class of the underlying asset, not to apply the recognition requirements to short-term leases.
The adoption resulted in the following changes as of January 1, 2019:
From the Lessor Perspective:
Our existing leases will continue to be classified as operating leases, however, leases entered into or modified after January 1, 2019 may be classified as either operating or sales-type leases, based on specific classification criteria. We believe the majority of our leases will continue to be classified as operating leases, and all operating leases will continue to have a similar pattern of recognition as under current GAAP.
Capitalization of leasing costs has been limited under the new ASU which no longer allows indirect costs to be capitalized. Therefore, indirect, internally-generated leasing and legal costs are no longer capitalized and are recorded in General and administrative expenses in our Consolidated Statement of Operations in the period of adoption prospectively. We continue to capitalize direct costs as defined within the ASU.
We are entitled to receive tenant reimbursements for operating expenses for common area maintenance (“CAM”). These ASUs have defined CAM reimbursement revenue as a nonlease component, which would need to be accounted for in accordance with Topic 606. However, we have applied the practical expedient for all of our real estate related leases, to account for the lease and nonlease components as a single, combined operating lease component as long as the nonlease component is not the predominate component of the combined components within a contract.

We previously accounted for real estate taxes that are paid directly by the tenant on a gross basis in our consolidated financial statements. These ASUs have indicated that a lessor should exclude from variable payments, lessor costs paid by a lessee directly to a third party. Therefore, we have excluded any costs paid directly by the tenant from our revenues and expenses and will only include as variable payments those which are reimbursed to us by our tenants. Real estate taxes paid directly by our tenants was $4.3 million and $4.6 million for the year ended December 31, 2018 and 2017, respectively.
From the Lessee Perspective:
On January 1, 2019, we were the lessee under ground lease agreements for land underneath all or a portion of 12 centers and under 4 administrative office leases that we accounted for as operating leases. Also, we had 1 finance lease in which we were the lessee of 2 centers with a $21.9 million lease obligation.
We recognized right-of-use assets for our operating leases in Other Assets, along with corresponding lease liabilities in Other Liabilities on January 1, 2019 in the amounts of $44.2 million and $42.9 million, respectively, in the Consolidated Balance Sheet. The difference between the right-of-use assets and the lease liabilities is primarily associated with intangibles related to ground leases. For these existing operating leases, we continue to recognize a single lease expense for both our ground and office leases, currently included in Operating expenses and General and administrative expenses, respectively, in the Consolidated Statements of Operations.
We continue to recognize our finance lease asset balance in Property and our finance lease liability in Debt in our Consolidated Balance Sheets. The finance lease charges a portion of the payment to both asset amortization and interest expense.
In June 2018, the FASB issued ASU No. 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting." This ASU amends prior employee share-based payment guidance to include nonemployee share-based payment transactions for acquiring services or property. This ASU now aligns the determination of the measurement date, the accounting for performance conditions, and the accounting for share-based payments after vesting in addition to other items. The provisions of ASU No. 2018-07 were effective for us as of January 1, 2019 using a modified transition method upon adoption. The adoption of this ASU did not have a material impact to our consolidated financial statements.
Not Yet Adopted

In June 2016, the FASB issued ASUAccounting Standard Update ("ASU") No. 2016-13, "Measurement of Credit Losses on Financial Instruments." This ASU was further updated by ASU No. 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, "ASU" ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," ASU No. 2019-05, "Targeted Transition Relief" andRelief," ASU No. 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses."Losses" and ASU No. 2020-02, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119.” These ASUs amend prior guidance on the impairment of financial instruments, and adds an impairment model that is based on expected losses rather than incurred losses with the recognition of an allowance based on an estimate of expected credit losses. The provisions of ASU No. 2016-13, as amended in subsequently issued amendments, were effective for us as of January 1, 2020.

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In identifying all of our financial instruments covered under this guidance, the majority of our instruments result from operating leasing transactions, which are not within the scope of the new standard and are to remain governed by the recently issued leasing guidance and other previously issued guidance. Upon adoption at January 1, 2020, we recognized, using the modified retrospective approach, a cumulative effect for credit losses, which has decreased each of retained earnings and other assets by $.7 million, respectively.million. In addition, we evaluated controls around the implementation of this ASU and have concluded there will be no significant impact on our control structure.

In August 2018, the FASB issued ASU No. 2018-13, "Changes to the Disclosure Requirements for Fair Value Measurement." This ASU amends and removes several disclosure requirements including the valuation processes for Level 3 fair value measurements. The ASU also modifies some disclosure requirements and requires additional disclosures for changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and requires the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The provisions of ASU No. 2018-13 were effective for us as of January 1, 2020 using a prospective transition method for amendments effecting changes in unrealized gains and losses, significant unobservable inputs used to develop Level 3 fair value measurements and narrative description on uncertainty of measurements. The remaining provisions of the ASU have been applied retrospectively.were not applicable to us. The adoption of this ASU did not have a material impact to our consolidated financial statements.


In August 2018, the FASB issued ASU No. 2018-14, "Changes to the Disclosure Requirements for Defined Benefit Plans." This ASU clarifies current disclosures and removes several disclosures requirements including accumulated other comprehensive income expected to be recognized over the next fiscal year and amount and timing of plan assets expected to be returned to the employer. The ASU also requires additional disclosures for the weighted-average interest crediting rates for cash balance plans and explanations for significant gains and losses related to changes in the benefit plan obligation. The provisions of ASU No. 2018-14 are effective for us as of December 31, 2020 using a retrospective basis for all periods presented, and earlypresented. The adoption is permitted. Although we are still assessing the impact of this ASU's adoption, we doASU did not believe this ASU will have a material impact to our consolidated financial statements.

See Note 15 for additional information.

In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes." This ASU clarifies/simplifies current disclosures and removes several disclosures requirements. Simplification includes franchise taxes based partially on income as an income-based tax; entities should reflect enacted tax law and rate changes in the interim period that includes the enactment date; and allowing entities to allocate consolidated tax amounts to individual legal entities under certain elections. The provisions of ASU No. 2019-12 are effective for us as of January 1, 2021,2021; however, we early adopted the provisions as permitted at December 31, 2020. The adoption of this ASU did not have a material impact to our consolidated financial statements.

Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”, as amended by ASU No. 2021-01. This ASU contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in this ASU is optional and may be elected over time as reference rate reform activities occur. At January 1, 2020, we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The adoption of this portion of the ASU did not have a material impact to our consolidated financial statements. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

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In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The guidance in this ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This simplification results by removing major separation models required under current GAAP. Additionally, it removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation. The provisions of ASU No. 2020-06 are effective for us as of January 1, 2022 using either a modified retrospective method or a fully retrospective method, and early adoption is permitted.permitted beginning for us as of January 1, 2021. Although we are still assessing the impact of this ASU's adoption, we do not believe this ASU will have a material impact to our consolidated financial statements.

Note 3.     Property

Our property consists of the following (in thousands):

 December 31,
 2019 2018
Land$911,521
 $919,237
Land held for development40,667
 45,673
Land under development53,076
 55,793
Buildings and improvements2,898,867
 2,927,954
Construction in-progress241,118
 156,411
Total$4,145,249
 $4,105,068

    

December 31, 

    

2020

    

2019

Land

$

948,622

$

911,521

Land held for development

 

39,936

 

40,667

Land under development

 

19,830

 

53,076

Buildings and improvements

 

3,082,509

 

2,898,867

Construction in-progress

 

155,437

 

241,118

Total

$

4,246,334

$

4,145,249


During the year ended December 31, 2019,2020, we sold 157 centers and other property. Aggregate gross sales proceeds from these transactions approximated $464.1$194.2 million and generated gains of approximately $189.8 million. Also,$65.4 million, which includes the December 2020 transaction discussed below. In addition, for the year ended December 31, 2019,2020, we acquired 5 grocery-anchored shopping centers1 center, our partner’s interest in a center and other property with an aggregate gross purchase price of approximately $219.6$166.6 million, including the December 2020 transaction discussed below, and we invested $109.7$79.4 million in new development projects. In December 2020, we acquired our partner’s 42.25% interest in a center in an unconsolidated joint venture and redeemed our 57.75% interest in the related unconsolidated joint venture while simultaneously disposing of a wholly owned center to our former partner. The transaction resulted in the consolidation of the property in our consolidated financial statements. See Note 16 for additional information.


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Note 4.     Investment in Real Estate Joint Ventures and Partnerships

We own interests in real estate joint ventures or limited partnerships and havehad tenancy-in-common interests in which we exercise significant influence, but do not have financial and operating control. We account for these investments using the equity method, and our interests ranged for the periods presented from 20%to 90% in both 20192020 and 2018.2019. Combined condensed financial information of these ventures (at 100%) is summarized as follows (in thousands):

 December 31,
 2019 2018
Combined Condensed Balance Sheets   
    
ASSETS   
Property$1,378,328
 $1,268,557
Accumulated depreciation(331,856) (305,327)
Property, net1,046,472
 963,230
Other assets, net108,366
 104,267
Total Assets$1,154,838
 $1,067,497
    
LIABILITIES AND EQUITY   
Debt, net (primarily mortgages payable)$264,782
 $269,113
Amounts payable to Weingarten Realty Investors and Affiliates11,972
 11,732
Other liabilities, net25,498
 24,717
Total Liabilities302,252
 305,562
Equity852,586
 761,935
Total Liabilities and Equity$1,154,838
 $1,067,497

December 31, 

2020

    

2019

Combined Condensed Balance Sheets

  

  

ASSETS

  

  

Property

$

1,093,504

$

1,378,328

Accumulated depreciation

 

(275,802)

 

(331,856)

Property, net

 

817,702

 

1,046,472

Other assets, net

 

81,285

 

108,366

Total Assets

$

898,987

$

1,154,838

LIABILITIES AND EQUITY

 

  

 

  

Debt, net (primarily mortgages payable)

$

192,674

$

264,782

Amounts payable to Weingarten Realty Investors and Affiliates

 

9,836

 

11,972

Other liabilities, net

 

15,340

 

25,498

Total Liabilities

 

217,850

 

302,252

Equity

 

681,137

 

852,586

Total Liabilities and Equity

$

898,987

$

1,154,838


 Year Ended December 31,
 2019 2018 2017
Combined Condensed Statements of Operations     
Revenues, net$135,258
 $133,975
 $137,419
Expenses:     
Depreciation and amortization32,126
 32,005
 34,818
Interest, net9,664
 11,905
 11,836
Operating25,046
 24,112
 23,876
Real estate taxes, net18,070
 18,839
 18,865
General and administrative551
 696
 623
Provision for income taxes133
 138
 112
Total85,590
 87,695
 90,130
Gain on dispositions2,009
 9,495
 12,492
Net Income$51,677
 $55,775
 $59,781

Year Ended December 31, 

2020

    

2019

    

2018

Combined Condensed Statements of Operations

  

  

  

Revenues, net

$

124,409

$

135,258

$

133,975

Expenses:

 

  

 

  

 

  

Depreciation and amortization

 

35,971

 

32,126

 

32,005

Interest, net

 

9,175

 

9,664

 

11,905

Operating

 

24,775

 

25,046

 

24,112

Real estate taxes, net

 

16,733

 

18,070

 

18,839

General and administrative

 

601

 

551

 

696

Provision for income taxes

 

121

 

133

 

138

Total

 

87,376

 

85,590

 

87,695

Gain on dispositions

 

47,002

 

2,009

 

9,495

Net income

$

84,035

$

51,677

$

55,775


Our investment in real estate joint ventures and partnerships, as reported in our Consolidated Balance Sheets, differs from our proportionate share of the entities’ underlying net assets due to basis differences, which arose upon the transfer of assets to the joint ventures. The net positive basis differences, which totaled $9.0$10.7 million and $5.2$9.0 million at December 31, 20192020 and 2018,2019, respectively, are generally amortized over the useful lives of the related assets.


70

We recorded joint venture fee income included in Other revenues for the year ended December 31, 2020, 2019 and 2018 and 2017 of $5.3 million, $6.5 million and $6.1 million, respectively. Additionally, as a result of COVID-19, for the year ended December 31, 2020, our joint venture and $6.2partnerships have reduced revenues by $6.9 million respectively.

due to lease related reserves and write-offs, which includes $3.1 million for straight-line rent receivables. Of these amounts for the year ended December 31, 2020, our share totaled $2.5 million, which includes $.9 million for straight-line rent receivables. For additional information, see Note 1.

During 2020, we sold 2 centers and our interest in 2 centers, ranging from 20% to 50%, at an aggregate gross value of approximately $148.3 million, of which our share of the gain, included in equity earnings in real estate joint ventures and partnerships, totaled $23.5 million. Also during 2020, we invested an additional $8.7 million in a 90% owned unconsolidated real estate joint venture for a mixed-use new development.

In December 2020, we acquired our partner’s 42.25% interest in a center at an unconsolidated real estate joint venture for approximately $115.2 million. The transaction resulted in the consolidation of the property in our consolidated financial statements. For additional information, see Note 16.

During 2019, a parcel of land was sold with gross sales proceeds of approximately $2.3 million, of which our share of the gain, included in equity earnings in real estate joint ventures and partnerships, totaled $1.1 million. In July 2019, a 51% owned unconsolidated real estate joint venture acquired a center with a gross purchase price of $52.6 million. Also during 2019, we invested $47.6 million in a 90% owned unconsolidated real estate joint venture for a mixed-use new development.

During 2018, a center was sold through a series of partial sales with gross sales proceeds of approximately $33.9 million, of which our share of the gain, included in equity in earnings in real estate joint ventures and partnerships, totaled $6.3 million.

Note 5.     Identified Intangible Assets and Liabilities

Identified intangible assets and liabilities associated with our property acquisitions are as follows (in thousands):

 December 31,
 2019 2018
Identified Intangible Assets:   
Above-market leases (included in Other Assets, net)$23,830
 $38,181
Above-market leases - Accumulated Amortization(12,145) (19,617)
In place leases (included in Unamortized Lease Costs, net)196,207
 193,658
In place leases - Accumulated Amortization(92,918) (99,352)
 $114,974
 $112,870
Identified Intangible Liabilities:   
Below-market leases (included in Other Liabilities, net)$95,240
 $85,742
Below-market leases - Accumulated Amortization(32,326) (27,745)
Above-market assumed mortgages (included in Debt, net)3,446
 3,446
Above-market assumed mortgages - Accumulated Amortization(1,987) (1,660)
 $64,373
 $59,783

    

December 31, 

2020

2019

Identified Intangible Assets:

 

  

 

  

Above-market leases (included in Other Assets, net)

$

23,877

$

23,830

Above-market leases - Accumulated Amortization

 

(12,551)

 

(12,145)

In place leases (included in Unamortized Lease Costs, net)

 

235,082

 

196,207

In place leases - Accumulated Amortization

 

(102,772)

 

(92,918)

$

143,636

$

114,974

Identified Intangible Liabilities:

 

  

 

  

Below-market leases (included in Other Liabilities, net)

$

92,855

$

95,240

Below-market leases - Accumulated Amortization

 

(34,647)

 

(32,326)

Above-market assumed mortgages (included in Debt, net)

 

7,694

 

3,446

Above-market assumed mortgages - Accumulated Amortization

 

(2,408)

 

(1,987)

$

63,494

$

64,373


These identified intangible assets and liabilities are amortized over the applicable lease terms or the remaining lives of the assumed mortgages, as applicable.

71

The net amortization of above-market and below-market leases increased rental revenues by $7.8 million, $4.6 million $12.8and $12.8 million in 2020, 2019 and $3.7 million in 2019, 2018, and 2017, respectively. The significant year over year change in rental revenues from 2020 to 2019 is primarily due to the write-offs for multiple tenant fallouts of off-market lease intangibles in 2020, and the change from 2019 to 2018 is primarily due to a write-off of a below-market lease intangible from the termination of a tenant'stenant’s lease in 2018. The estimated net amortization of these intangible assets and liabilities will increase rental revenues for each of the next five years as follows (in thousands):

2020$4,883
20214,604
20224,255
20234,141
20244,048

2021

    

$

4,691

2022

 

4,357

2023

 

4,172

2024

 

4,032

2025

 

3,234



The amortization of the in place lease intangible assets recorded in depreciation and amortization, was $19.4 million, $14.9 million $29.8and $29.8 million in 2020, 2019 and $21.0 million in 2019, 2018, and 2017, respectively. The significant year over year change in depreciation and amortization from 2020 to 2019 is primarily due to net acquisitions throughout late 2019 and 2020, and the change from 2019 to 2018 is primarily due to the write-off of in-place lease intangibles from the termination of tenant leases in 2018. The estimated amortization of these intangible assets will increase depreciation and amortization for each of the next five years as follows (in thousands):

2020$15,762
202113,512
202211,118
20239,351
20247,926

2021

    

$

19,580

2022

 

17,103

2023

 

15,549

2024

 

13,491

2025

 

12,204


The net amortization of above-market assumed mortgages decreased net interest expense by $.4 million, $.3 million $.7and $.7 million in 2020, 2019 and $1.1 million in 2019, 2018, and 2017, respectively. The estimated net amortization of these intangible liabilities will decrease net interest expense for each of the next five years as follows (in thousands):

2021

    

$

789

2022

 

643

2023

 

638

2024

 

638

2025

 

638

72

2020$327
2021287
2022141
2023136
2024136


Table of Contents

The following table details the identified intangible assets and liabilities and the remaining weighted-average amortization period associated with our asset acquisitions in 2020 and 2019 as follows:

Identified intangible assets and liabilities subject to amortization (in thousands):  
Assets:  
In place leases $30,253
Above-market leases 1,323
Liabilities:  
Below-market leases 13,762
   
Identified intangible assets and liabilities remaining weighted-average amortization period (in years):  
Assets:  
In place leases 11.0
Above-market leases 7.2
Liabilities:  
Below-market leases 13.5

    

December 31, 

 

2020

2019

Identified intangible assets and liabilities subject to amortization (in thousands):

Assets:

In place leases

$

48,562

$

30,253

Above-market leases

1,901

 

1,323

Liabilities:

  

 

  

Below-market leases

5,205

 

13,762

Above-market assumed mortgages

4,249

Identified intangible assets and liabilities remaining weighted-average amortization period (in years):

  

 

  

Assets:

  

 

  

In place leases

7.8

 

11.0

Above-market leases

7.1

 

7.2

Liabilities:

  

 

  

Below-market leases

7.8

 

13.5

Above-market assumed mortgages

8.3



Note 6.     Debt

Our debt consists of the following (in thousands):

    

December 31, 

    

2020

    

2019

Debt payable, net to 2038 (1)

$

1,723,073

$

1,653,154

Unsecured notes payable under credit facilities

40,000

Debt service guaranty liability

53,650

57,380

Finance lease obligation

21,696

21,804

Total

$

1,838,419

$

1,732,338

 December 31,
 2019 2018
Debt payable, net to 2038 (1)
$1,653,154
 $1,706,886
Unsecured notes payable under credit facilities
 5,000
Debt service guaranty liability57,380
 60,900
Finance lease obligation21,804
 21,898
Total$1,732,338
 $1,794,684

___________________
(1)At both December 31, 2020 and 2019, interest rates ranged from 3.3% to 7.0% at a weighted average rate of 3.9%. At December 31, 2018, interest rates ranged from 3.3% to 7.0% at a weighted average rate of 4.0%.

The allocation of total debt between fixed and variable-rate as well as between secured and unsecured is summarized below (in thousands):

December 31, 

2020

    

2019

As to interest rate (including the effects of interest rate contracts):

  

  

Fixed-rate debt

$

1,798,419

$

1,714,890

Variable-rate debt

 

40,000

 

17,448

Total

$

1,838,419

$

1,732,338

As to collateralization:

 

  

 

  

Unsecured debt

$

1,488,909

$

1,450,762

Secured debt

 

349,510

 

281,576

Total

$

1,838,419

$

1,732,338

73

 December 31,
 2019 2018
As to interest rate (including the effects of interest rate contracts):   
Fixed-rate debt$1,714,890
 $1,771,999
Variable-rate debt17,448
 22,685
Total$1,732,338
 $1,794,684
As to collateralization:   
Unsecured debt$1,450,762
 $1,457,432
Secured debt281,576
 337,252
Total$1,732,338
 $1,794,684


Table of Contents

We maintain a $500 million unsecured revolving credit facility, which was amended and extended on December 11, 2019. This facility expires in March 2024, provides for 2 consecutive six-month extensions upon our request, and borrowing rates that float at a margin over LIBOR plus a facility fee. At both December 31, 20192020 and 2018,2019, the borrowing margin and facility fee, which are priced off a grid that is tied to our senior unsecured credit ratings, were 82.5 and 15 basis points and 90 and 15 basis points, respectively. The facility also contains a competitive bid feature that allows us to request bids for up to $250 million. Additionally, an accordion feature allows us to increase the facility amount up to $850 million.

Additionally, we have a $10 million unsecured short-term facility, which was amended and extended on January 3, 2020, that we maintain for cash management purposes, which matures in March 2021. At both December 31, 20192020 and 2018,2019, the facility provided for fixed interest rate loans at a 30-day LIBOR rate plus a borrowing margin, facility fee and an unused facility fee of 125, 10, and 5 basis points, respectively.


The following table discloses certain information regarding our unsecured notes payable under our credit facilities (in thousands, except percentages):

December 31, 

 

2020

    

2019

 

Unsecured revolving credit facility:

  

 

  

Balance outstanding

$

40,000

$

Available balance

 

458,068

 

497,946

Letters of credit outstanding under facility

 

1,932

 

2,054

Variable interest rate (excluding facility fee)

 

0.94

%  

 

%

Unsecured short-term facility:

 

  

 

  

Balance outstanding

$

$

Variable interest rate (excluding facility fee)

 

%  

 

%

Both facilities:

 

  

 

  

Maximum balance outstanding during the period (1)

$

497,000

$

5,000

Weighted average balance

 

74,311

 

123

Year-to-date weighted average interest rate (excluding facility fee)

 

1.0

%  

 

3.3

%

 December 31,
 2019 2018
Unsecured revolving credit facility:   
Balance outstanding$
 $5,000
Available balance497,946
 492,946
Letter of credit outstanding under facility2,054
 2,054
Variable interest rate (excluding facility fee) at end date% 3.3%
Unsecured short-term facility:   
Balance outstanding$
 $
Variable interest rate at end date% %
Both facilities:   
Maximum balance outstanding during the year$5,000
 $26,500
Weighted average balance123
 1,096
Year-to-date weighted average interest rate (excluding facility fee)3.3% 2.9%

(1)At March 31, 2020, we drew down the available balance of our unsecured revolving credit facility to increase liquidity and preserve financial flexibility in light of the uncertainty regarding the COVID-19 pandemic on the markets at that time, which we subsequently repaid due to the stability of the financial markets.

Related to a development project in Sheridan, Colorado, we have provided a guaranty for the payment of any debt service shortfalls until a coverage rate of 1.4x is met on tax increment revenue bonds issued in connection with the project. The bonds are to be repaid with incremental sales and property taxes and a PIF to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The incremental taxes and PIF are to remain intact until the earlier of the date the bond liability has been paid in full or 2040. Therefore, a debt service guaranty liability equal to the fair value of the amounts funded under the bonds was recorded. As of December 31, 20192020 and 2018,December 31, 2019, we had $57.4$53.7 million and $60.9$57.4 million outstanding for the debt service guaranty liability, respectively.

During the year ended December 31, 2019, we repaid a $50 million secured fixed-rate mortgage with a 7.0% interest rate from cash from our disposition proceeds.

During the year ended December 31, 2018, we prepaid, without penalty, our $200 million unsecured variable-rate term loan, swapped to a fixed rate of 2.5%, and terminated 3 interest rate swap contracts that had an aggregate notional amount of $200 million, and we recognized a $3.4 million gain due to the probability that the related hedged forecasted transactions would no longer occur. Additionally, during the year ended December 31, 2018, we paid at par $51.0 million of outstanding debt. These transactions resulted in a net gain upon their extinguishment of $.4 million, excluding the effect of the swap termination.

Various leases and properties, and current and future rentals from those leases and properties, collateralize certain debt. At December 31, 20192020 and 2018,2019, the carrying value of such assets aggregated $.5$.6 billion and $.6$.5 billion, respectively. Additionally at December 31, 20192020 and 2018,2019, investments of $5.3$6.0 million and $5.2$5.3 million, respectively, included in Restricted Deposits and Escrows are held as collateral for letters of credit totaling $6.0 million and $5.0 million.million, respectively.


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Table of Contents

Scheduled principal payments on our debt (excluding $21.8$40.0 million unsecured notes payable under our credit facilities, $21.7 million of a finance lease obligation, $(3.9)$(3.1) million net premium/(discount) on debt, $(5.5)$(4.5) million of deferred debt costs, $1.5$5.3 million of non-cash debt-related items, and $57.4$53.7 million debt service guaranty liability) are due during the following years (in thousands):

2021

    

$

18,795

2022

308,298

2023

 

348,207

2024

 

252,561

2025

 

294,232

2026

 

277,733

2027

 

53,604

2028

 

92,159

2029

 

70,304

2030

 

950

Thereafter

 

8,569

Total

$

1,725,412

2020$22,743
202118,434
2022307,922
2023347,815
2024252,153
2025293,807
2026277,291
202738,288
202892,159
2029917
Thereafter9,518
Total$1,661,047

Our various debt agreements contain restrictive covenants, including minimum interest and fixed charge coverage ratios, minimum unencumbered interest coverage ratios, minimum net worth requirements and maximum total debt levels. We are not aware of any non-compliance with our public debt and revolving credit facility covenants as of December 31, 2019.

2020.

Note 7.     Lease Obligations

We are engaged in the operation

Certain of our shopping centers which are either owned or, with respectsubject to certain shopping centers, operated under operating ground leases.leases that cover either partially or the entire center. These ground leases expire at various dates through 2069 with renewal options ranging from five years to 20 years and in some cases, include options to purchase the underlying asset by either the lessor or lessee. Generally, our ground lease variable payments for real estate taxes, insurance and utilities are paid directly by us and are not a component of rental expense. Most of our leases have increasing minimum rental rates during the terms of the leases through escalation provisions and also may include an amount based on a percentage of operating revenues or sublease tenant revenue. Space in our shopping centers is leased to tenants pursuant to agreements that generally provide for terms of 10 years or less and may include multiple options to extend the lease term in increments up to five years, for annual rentals subject to upward adjustments based on operating expense levels, sales volume, or contractual increases as defined in the lease agreements.

As of December 31, 2020 and 2019, we were the lessee under ground lease agreements associated with 10 and 12 centers, respectively. Additionally, we were the lessee under administrative lease agreements with 4 offices as of both December 31, 2020 and 2019. Our right-of-use assets associated with our operating leases totaled $42.8 million and $43.8 million at December 31, 2020 and 2019, respectively.

Also, we have 2 properties under a finance lease that consists of variable lease payments with a purchase option. The right-of-use asset associated with this finance lease at December 31, 2020 and 2019 was $8.9 million. At December 31, 2018, the related assets associated with a capital lease in buildings and improvements totaled $15.7$8.7 million and the balance of accumulated depreciation was $14.1 million.$8.9 million, respectively. Amortization of property under the finance lease is included in depreciation and amortization expense. Note that amounts prior to January 1, 2019 were accounted for under ASC No. 840.


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Table of Contents

A schedule of lease costs including weighted average lease terms and weighted-average discount rates is as follows (in thousands, except as noted):

 Year Ended December 31,
 2019
Operating lease cost: 
Included in Operating expense$3,044
Included in General and administrative expense302
Finance cost: 
Amortization of right-of-use asset (included in Depreciation and Amortization)174
Interest on lease liability (included in Interest expense, net)1,642
Short-term lease cost44
Variable lease cost309
Sublease income (included in Rentals, net)(27,400)
Total lease cost$(21,885)
  
 December 31, 2019
Weighted-average remaining lease term (in years): 
Operating leases41.5
Finance lease4.0
  
Weighted-average discount rate (percentage): 
Operating leases4.9%
Finance lease7.5%

Year Ended December 31, 

 

2020

 

2019

 

Lease cost:

Operating lease cost:

  

  

Included in Operating expense

$

2,977

$

3,044

Included in General and administrative expense

 

370

 

302

Finance cost:

 

  

 

  

Amortization of right-of-use asset (included in Depreciation and Amortization)

 

182

 

174

Interest on lease liability (included in Interest expense, net)

 

1,635

 

1,642

Short-term lease cost

 

 

44

Variable lease cost

 

244

 

309

Sublease income (included in Rentals, net)

 

(26,539)

 

(27,400)

Total lease cost

$

(21,131)

$

(21,885)

December 31, 

2020

2019

Weighted-average remaining lease term (in years):

 

  

 

  

Operating leases

 

40.7

 

41.5

Finance lease

 

3.0

 

4.0

Weighted-average discount rate (percentage):

 

  

 

  

Operating leases

 

4.9

%

 

4.9

%

Finance lease

 

7.5

%

 

7.5

%


A reconciliation of our lease liabilities on an undiscounted cash flow basis, which primarily represents shopping center ground leases, for the subsequent five years and thereafter, as calculated as of December 31, 2019,2020, is as follows (in thousands):

    

Operating

    

Finance

Lease payments:

 

  

 

  

2021

$

2,717

$

1,751

2022

2,698

1,759

2023

2,582

23,037

2024

2,222

2025

2,082

Thereafter

95,105

Total

$

107,406

$

26,547

Lease liabilities (1)

 

42,888

 

21,696

Undiscounted excess amount

$

64,518

$

4,851

 Operating Finance
Lease payments:   
2020$2,696
 $1,744
20212,585
 1,751
20222,576
 1,759
20232,458
 23,037
20242,158
  
Thereafter97,187
  
Total$109,660
 $28,291
    
Lease liabilities(1)
43,063
 21,804
Undiscounted excess amount$66,597
 $6,487
___________________
(1)Operating lease liabilities are included in Other Liabilities, and finance lease liabilities are included in Debt, net in our Consolidated Balance Sheet.

Scheduled minimum rental payments as defined under ASC No. 840, under the terms of all non-cancelable operating leases in which we are the lessee, principally for shopping center ground leases, for the subsequent five years and thereafter ending December 31, as calculated as of December 31, 2018, were as follows (in thousands):
 Operating Finance
Lease payments:   
2019$2,779
 $1,642
20202,536
 1,635
20212,334
 1,627
20222,318
 1,618
20232,283
 22,878
Thereafter99,302
  
Total$111,552
 $29,400

Rental expense for operating leases as defined under ASC No. 840 was in millions: $3.1 million in 2018 and $2.9 in 2017, which was recognized in Operating expense. Minimum revenues under subleases, applicable to the ground lease rentals, under the terms of all non-cancelable tenant leases was in millions: $22.8 million in 2018 and $27.1 million in 2017.2018.

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Table of Contents

Future undiscounted, sublease payments applicable to the ground lease rentals, under the terms of all non-cancelable tenant leases, excluding estimated variable payments for the subsequent five years and thereafter ending December 31, as calculated as of December 31, 2019 and 2018,2020, were as follows (in thousands):

Sublease payments:

  

Finance lease(1)

$

10,286

Operating leases:

 

2021

$

23,110

2022

21,351

2023

19,813

2024

15,668

2025

11,273

Thereafter

36,826

Total

$

128,041

 December 31, 2019 December 31, 2018
Sublease payments:   
Finance lease(1)
$10,279
 $14,382
Operating leases:   
2019  $22,528
2020$24,137
 20,903
202122,168
 18,886
202220,400
 17,245
202318,583
 15,128
202413,567
  
Thereafter39,111
 43,439
Total$137,966
 $138,129
___________________
(1)The sublease payments related to our finance lease represents cumulative payments through the lease term ending in 2023.

Note 8.     Common Shares of Beneficial Interest

We have a $200 million share repurchase plan where we may repurchase common shares from time-to-time in open-market or in privately negotiated purchases. The timing and amount of any shares repurchased will be determined by management based on its evaluation of market conditions and other factors. The repurchase plan may be suspended or discontinued at any time, and we have no obligations to repurchase any amount of our common shares under the plan.

NaN

During the year ended December 31, 2020, 1.7 million common shares were repurchased at an average price of $19.09 per share, and 0 common shares were repurchased during the year ended December 31, 2019, and .7 million common shares were repurchased at an average price of $27.10 per share during the year ended December 31, 2018.2019. At December 31, 20192020 and as of the date of this filing, $181.5$149.4 million of common shares remained available to be repurchased under this plan.


Common dividends declared per share were $1.30, $1.58 $2.98 and $2.29$2.98 for the year ended December 31, 2020, 2019 and 2018, respectively. In 2020, the regular dividend rate per share for our common shares was $.395 for the first quarter and 2017, respectively.$.18 for each subsequent quarter. The regular dividend rate per share for our common shares for each quarter of 2019, and 2018 was $.395. During 2020 and 2017 was $.395, $.395 and $.385, respectively. NaN special dividend was paid in 2019, and for each December 2018, and 2017, we paid a special dividend for our common shares in an amount per share of $1.40$.36 and $.75,$1.40, respectively, which was due to the significant gains on dispositions of property. NaN special dividend was paid in 2019. Subsequent to December 31, 2019,2020, a first quarter dividend of $.395$.30 per common share was approved by our Board of Trust Managers.

Note 9.     Leasing Operations

As a commercial real estate lessor, generally our leases are for terms of 10 years or less and may include multiple options, upon tenant election, to extend the lease term in increments up to five years. Our leases typically do not include an option to purchase. Tenant terminations prior to the lease end date occasionally results in a one-time termination fee based on the remaining unpaid lease payments including variable payments and could be material to the tenant. Many of our leases have increasing minimum rental rates during the terms of the leases through escalation provisions. In addition, the majority of our leases provide for variable rental revenues, such as, reimbursements of real estate taxes, maintenance and insurance and may include an amount based on a percentage of the tenants’ sales. In addition, rent abatements related to the COVID-19 pandemic of $3.2 million were recorded as a reduction to variable lease payments for the year ended December 31, 2020 (see Note 1 for additional information).  

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Table of Contents

Future undiscounted, lease payments for tenant leases, excluding estimated variable payments, at December 31, 20192020 is as follows (in thousands):

2020$335,451
2021292,146
2022238,559
2023191,552
2024144,329
Thereafter451,531
Total payments due$1,653,568

2021

329,001

2022

283,036

2023

239,768

2024

192,197

2025

146,270

Thereafter

448,593

Total payments due

$

1,638,865


Future minimum rental income as defined under ASC No. 840 from tenant leases, excluding estimated contingent rentals, at December 31, 2018 is as follows (in thousands):
2019$347,476
2020305,404
2021253,269
2022198,414
2023151,538
Thereafter473,416
Total payments due$1,729,517

Variable lease payments recognized in Rentals, net are as follows (in thousands):

  Year Ended December 31,
  2019
Variable lease payments $109,685

Year Ended December 31, 

2020

2019

Variable lease payments

$

100,093

$

109,685


Contingent rentals recognized in Rentals, net are as follows (in thousands):

 Year Ended December 31,
 2018 2017
Contingent rentals$118,703
 $129,635

    

Year Ended December 31, 

2018

Contingent rentals

$

118,703



Note 10.     Impairment

The following impairment charges were recorded on the following assets based on the difference between the carrying amount of the assets and the estimated fair value (see Note 1819 for additional fair value information) (in thousands):

    

Year Ended December 31, 

    

2020

    

2019

    

2018

Operating expenses:

  

  

  

Properties held for sale, under contract for sale or sold (1)

$

24,109

$

$

9,969

Land held for development and undeveloped land (1)

 

44

 

74

 

151

Total impairment charges

 

24,153

 

74

 

10,120

Other financial statement captions impacted by impairment:

 

  

 

  

 

  

Equity in earnings of real estate joint ventures and partnerships, net (1)

 

 

3,070

 

Net income attributable to noncontrolling interests

 

 

(17)

 

(17)

Net impact of impairment charges

$

24,153

$

3,127

$

10,103

 Year Ended December 31,
 2019 2018 2017
Operating expenses:     
Properties held for sale, under contract for sale or sold (1)
$
 $9,969
 $12,203
Land held for development and undeveloped land (1)
74
 151
 2,719
Other
 
 335
Total impairment charges74
 10,120
 15,257
Other financial statement captions impacted by impairment:     
Equity in earnings of real estate joint ventures and partnerships, net (1)
3,070
 
 
Net income attributable to noncontrolling interests(17) (17) 21
Net impact of impairment charges$3,127
 $10,103
 $15,278
___________________
(1)Amounts reported were based on changes in management'smanagement’s plans or intent for the properties and/or investments in real estate joint ventures and partnerships, third party offers, recent comparable market transactions and/or a change in market conditions.

Note 11.     Income Tax Considerations

We qualify as a REIT under the provisions of the Internal Revenue Code, and therefore, no tax is imposed on our taxable income distributed to shareholders. To maintain our REIT status, we must distribute at least 90% of our ordinary taxable income to our shareholders and meet certain income source and investment restriction requirements. Our shareholders must report their share of income distributed in the form of dividends.

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Table of Contents

Taxable income differs from net income for financial reporting purposes primarily because of differences in the timing of recognition of depreciation, rental revenue, repair expense, compensation expense, impairment losses and gain from sales of property. As a result of these differences, the book value of our net real estate assets is in excess of tax basis by $286.2$183.1 million and $211.0$286.2 million at December 31, 2020 and 2019, and 2018, respectively.

The following table reconciles net income adjusted for noncontrolling interests to REIT taxable income (in thousands):

    

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income adjusted for noncontrolling interests

$

112,149

$

315,435

$

327,601

Net loss (income) of taxable REIT subsidiary included above

 

206

 

(32,225)

 

(13,496)

Net income from REIT operations

 

112,355

 

283,210

 

314,105

Book depreciation and amortization

 

147,660

 

132,957

 

158,607

Tax depreciation and amortization

 

(82,414)

 

(75,824)

 

(89,700)

Book/tax difference on gains/losses from capital transactions

 

(54,476)

 

(89,217)

 

19,807

Deferred/prepaid/above and below-market rents, net

 

(13,977)

 

(9,332)

 

(15,589)

Impairment loss from REIT operations

 

23,367

 

3,118

 

10,008

Book/tax on bad debt expense

35,075

217

(749)

Other book/tax differences, net

 

(5,390)

 

(21,575)

 

(12,969)

REIT taxable income

 

162,200

 

223,554

 

383,520

Dividends paid deduction (1)

 

(162,200)

 

(223,554)

 

(383,520)

Dividends paid in excess of taxable income

$

0

$

0

$

0

 Year Ended December 31,
 2019 2018 2017
Net income adjusted for noncontrolling interests$315,435
 $327,601
 $335,274
Net (income) loss of taxable REIT subsidiary included above(32,225) (13,496) 4,220
Net income from REIT operations283,210
 314,105
 339,494
Book depreciation and amortization132,957
 158,607
 162,964
Tax depreciation and amortization(75,824) (89,700) (95,512)
Book/tax difference on gains/losses from capital transactions(89,217) 19,807
 6,261
Deferred/prepaid/above and below-market rents, net(9,332) (15,589) (11,146)
Impairment loss from REIT operations3,118
 10,008
 5,071
Other book/tax differences, net(21,358) (13,718) (244)
REIT taxable income223,554
 383,520
 406,888
Dividends paid deduction (1)
(223,554) (383,520) (406,888)
Dividends paid in excess of taxable income$
 $
 $

___________________
(1)
For 2020, 2019 2018 and 2017,2018, the dividends paid deduction includes designated dividends of $121.2$114.8 million, $105.7121.2 million and $112.8$105.7 million from 2021, 2020 2019and 2018,2019, respectively.

For federal income tax purposes, the cash dividends distributed to common shareholders are characterized as follows:

    

Year Ended December 31, 

 

    

2020

    

2019

    

2018

 

Ordinary income

79.9

%  

65.4

%  

42.2

%

Capital gain distributions

20.1

%  

34.6

%  

57.8

%

Total

100.0

%  

100.0

%  

100.0

%

79

 Year Ended December 31,
 2019 2018 2017
Ordinary income65.4% 42.2% 23.0%
Capital gain distributions34.6% 57.8% 77.0%
Total100.0% 100.0% 100.0%


Table of Contents

Our deferred tax assets and liabilities, including a valuation allowance, consisted of the following (in thousands):

    

December 31, 

    

2020

    

2019

Deferred tax assets:

  

  

Impairment loss (1)

$

4,638

$

4,692

Net operating loss carryforwards (2)

 

3,216

 

3,206

Book-tax basis differential

 

1,116

 

1,101

Other

 

255

 

177

Total deferred tax assets

 

9,225

 

9,176

Valuation allowance (3)

 

(5,551)

 

(5,749)

Total deferred tax assets, net of allowance

$

3,674

$

3,427

Deferred tax liabilities:

 

  

 

  

Book-tax basis differential (1)

$

1,547

$

1,547

Other

 

118

 

155

Total deferred tax liabilities

$

1,665

$

1,702

 December 31,
 2019 2018
Deferred tax assets:   
Impairment loss (1)
$4,692
 $4,732
Net operating loss carryforwards (2)
3,206
 11,132
Straight-line rentals
 1,391
Book-tax basis differential1,101
 1,800
Other (4)
177
 201
Total deferred tax assets9,176
 19,256
Valuation allowance (3)
(5,749) (12,787)
Total deferred tax assets, net of allowance$3,427
 $6,469
Deferred tax liabilities:   
Book-tax basis differential (1)
$1,547
 $6,005
Other155
 398
Total deferred tax liabilities$1,702
 $6,403
___________________
(1)Impairment losses and book-tax basis differential liabilities will not be recognized until the related properties are sold. Realization of impairment losses is dependent upon generating sufficient taxable income in the year the property is sold.
(2)We have net operating loss carryforwards of $15.3 million that is an indefinite carryforward.
(3)Management believes it is more likely than not that a portion of the deferred tax assets, which primarily consists of impairment losses and net operating losses, will not be realized and established a valuation allowance. However, the amount of the deferred tax asset considered realizable could be reduced if estimates of future taxable income are reduced.
(4)Classification of prior year's amounts were made to conform to the current year presentation.

We are subject to federal, state and local income taxes and have recorded an income tax provision (benefit) as follows (in thousands):

Year Ended December 31, 

2020

2019

2018

Net (loss) income before taxes of taxable REIT subsidiary

    

$

(578)

    

$

32,602

    

$

13,480

Federal (benefit) provision (1)

$

(121)

$

6,846

$

2,831

Valuation allowance decrease

 

(198)

 

(7,038)

 

(2,800)

Other

 

(54)

 

569

 

(46)

Federal income tax (benefit) provision of taxable REIT subsidiary (2)

 

(373)

 

377

 

(15)

State and local taxes, primarily Texas franchise taxes

 

824

 

663

 

1,393

Total

$

451

$

1,040

$

1,378

 Year Ended December 31,
 2019 2018 2017
Net income (loss) before taxes of taxable REIT subsidiary$32,602
 $13,480
 $(5,788)
Federal provision (benefit) (1)
$6,846
 $2,831
 $(2,026)
Valuation allowance decrease(7,038) (2,800) 
Effect of change in statutory rate on net deferrals
 
 282
Other569
 (46) 176
Federal income tax provision (benefit) of taxable REIT subsidiary (2)
377
 (15) (1,568)
State and local taxes, primarily Texas franchise taxes663
 1,393
 1,551
Total$1,040
 $1,378
 $(17)
___________________
(1)At statutory rate of 21% for both the year ended December 31, 2020, 2019 and 2018 and 35% for the year ended December 31, 2017.2018.
(2)
All periods from December 31, 20162017 through December 31, 20192020 are open for examination by the IRS.

Also,

In addition, a current tax obligation of $.7$.9 million and $1.5$.7 million has been recorded at December 31, 20192020 and 2018,2019, respectively, in association with these taxes.

Note 12.     Supplemental Cash Flow Information

Cash, cash equivalents and restricted cash equivalents consists of the following (in thousands):

December 31, 

2020

2019

2018

Cash and cash equivalents

$

35,418

    

$

41,481

    

$

65,865

Restricted deposits and escrows (see Note 1)

 

12,338

 

13,810

 

10,272

Total

$

47,756

$

55,291

$

76,137

80

 December 31,
 2019 2018 2017
Cash and cash equivalents$41,481
 $65,865
 $13,219
Restricted deposits and escrows (see Note 1)13,810
 10,272
 8,115
Total$55,291
 $76,137
 $21,334


Table of Contents

Supplemental disclosure of non-cash transactions is summarized as follows (in thousands):

 Year Ended December 31,
 2019 2018 2017
Accrued property construction costs$8,014
 $11,135
 $7,728
Reduction of debt service guaranty liability(3,520) (3,245) (2,980)
Right-of-use assets exchanged for operating lease liabilities43,729
 
 
Increase in equity associated with deferred compensation plan
 
 44,758

Year Ended December 31,

2020

2019

2018

Accrued property construction costs

$

7,158

    

$

8,014

    

$

11,135

Reduction of debt service guaranty liability

 

(3,730)

 

(3,520)

 

(3,245)

Right-of-use assets exchanged for operating lease liabilities

 

468

 

43,729

 

0

Increase in debt, net associated with the acquisition of real estate and land

87,339

Increase in other assets, net associated with the disposition of real estate and land

19,930

Increase in property associated with related party transaction (see Note 16)

130,663

Decrease in investment in real estate joint ventures and partnerships, net associated with related party transaction (see Note 16)

(28,823)


Note 13.     Earnings Per Share

Earnings per common share – basic is computed using net income attributable to common shareholders and the weighted average number of shares outstanding – basic. Earnings per common share – diluted includes the effect of potentially dilutive securities. Earnings per common share – basic and diluted components for the periods indicated are as follows (in thousands):

 Year Ended December 31,
 2019 2018 2017
Numerator:     
Net income$322,575
 $345,343
 $350,715
Net income attributable to noncontrolling interests(7,140) (17,742) (15,441)
Net income attributable to common shareholders – basic315,435
 327,601
 335,274
Income attributable to operating partnership units2,112
 
 3,084
Net income attributable to common shareholders – diluted$317,547
 $327,601
 $338,358
Denominator:     
Weighted average shares outstanding – basic127,842
 127,651
 127,755
Effect of dilutive securities:     
Share options and awards842
 790
 870
Operating partnership units1,432
 
 1,446
Weighted average shares outstanding – diluted130,116
 128,441
 130,071



Year Ended December 31, 

2020

2019

2018

Numerator:

  

    

  

    

  

Net income

$

118,959

$

322,575

$

345,343

Net income attributable to noncontrolling interests

 

(6,810)

 

(7,140)

 

(17,742)

Net income attributable to common shareholders – basic

 

112,149

 

315,435

 

327,601

Income attributable to operating partnership units

 

0

 

2,112

 

0

Net income attributable to common shareholders – diluted

$

112,149

$

317,547

$

327,601

Denominator:

 

  

 

  

 

  

Weighted average shares outstanding – basic

 

127,291

 

127,842

 

127,651

Effect of dilutive securities:

 

  

 

  

 

  

Share options and awards

 

878

 

842

 

790

Operating partnership units

 

0

 

1,432

 

0

Weighted average shares outstanding – diluted

 

128,169

 

130,116

 

128,441

Anti-dilutive securities of our common shares, which are excluded from the calculation of earnings per common share – diluted, are as follows (in thousands):

 Year Ended December 31,
 2019 2018 2017
Operating partnership units
 1,432
 
Total anti-dilutive securities
 1,432
 

Year Ended December 31, 

2020

2019

2018

Operating partnership units

1,432

    

    

1,432



Note 14.     Share Options and Awards

Under our Amended and Restated 2010 Long-Term Incentive Plan (as amended), 4.0 million common shares are reserved for issuance, and options and share awards of 1.0.7 million are available for future grant at December 31, 2019.2020. This plan expires in April 2028.

81

Table of Contents

Compensation expense, net of forfeitures, associated with share options and restricted shares totaled $9.2 million in 2020, $8.3 million in 2019 and $7.3 million in 2018, and $8.6of which $1.0 million in 2017, of which2020, $.8 million in 2019 and $1.1 million in 2018 and $1.7 million in 2017was capitalized.

Options

The fair value of share options issued prior to 2012 was estimated on the date of grant using the Black-Scholes option pricing method based on the expected weighted average assumptions.

Following is a summary of the option activity for the three years ended December 31, 20192020:

    

    

Weighted

 

Shares

 

Average

 

Under

 

Exercise

Option

 

Price

Outstanding, January 1, 2018

 

828,354

$

23.58

Forfeited or expired

 

(196,159)

 

32.22

Exercised

 

(352,318)

 

19.78

Outstanding, December 31, 2018

 

279,877

 

22.30

Forfeited or expired

 

(1,136)

 

11.85

Exercised

 

(71,325)

 

17.98

Outstanding, December 31, 2019

 

207,416

 

23.84

Forfeited or expired

 

(23,222)

 

22.68

Exercised

 

(141,178)

 

23.72

Outstanding, December 31, 2020

 

43,016

$

24.87

:

 
Shares
Under
Option
 
Weighted
Average
Exercise
Price
Outstanding, January 1, 2017934,201
 $22.85
Forfeited or expired(4,042) 43.37
Exercised(101,805) 16.11
Outstanding, December 31, 2017828,354
 23.58
Forfeited or expired(196,159) 32.22
Exercised(352,318) 19.78
Outstanding, December 31, 2018279,877
 22.30
Forfeited or expired(1,136) 11.85
Exercised(71,325) 17.98
Outstanding, December 31, 2019207,416
 $23.84

The total intrinsic value of options exercised was $1.0 million in 2020, $.9 million in 2019, $3.6 and $3.6 million in 2018 and $1.7 million in 2017.2018. All share options were vested, and there was 0 unrecognized compensation cost related to share options.

The following table summarizes information about share options outstanding and exercisable at December 31, 20192020:

Outstanding

Exercisable

    

    

Weighted

    

    

    

    

Weighted

    

    

Average

Weighted

Aggregate

Average

Weighted

Aggregate

Remaining

Average

Intrinsic

Remaining

Average

Intrinsic

Exercise

Contractual

Exercise

Value

Contractual

Exercise

Value

Price

Number

Life

Price

(000’s)

Number

Life

Price

(000’s)

$ 24.87

 

43,016

 

0.2

years  

$

24.87

 

 

43,016

 

0.2

years  

$

24.87

 

:

Range of
Exercise Prices
 Outstanding Exercisable
 Number 
Weighted
Average
Remaining
Contractual
Life
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
(000’s)
 Number 
Weighted
Average
Remaining
Contractual
Life
 
Weighted
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
(000’s)
$22.68 - $24.87   207,416
 0.8 years $23.84
 1,535
 207,416
 0.8 years $23.84
 1,535


Share Awards

The fair value of the market-based share awards was estimated on the date of grant using a Monte Carlo valuation model based on the following assumptions:

Year Ended

December 31, 2020

Minimum

Maximum

Dividend yield

    

0.0

%  

5.2

%

Expected volatility (1)

 

19.0

%  

20.0

%

Expected life (in years)

 

N/A

 

3

Risk-free interest rate

 

0.0

%  

1.6

%

 Year Ended December 31, 2019
 Minimum Maximum
Dividend yield0.0% 5.5%
Expected volatility (1)
19.3% 21.3%
Expected life (in years)N/A
 3
Risk-free interest rate2.4% 2.6%
_______________
(1)Includes the volatility of the FTSE NAREIT U.S. Shopping Center Index and Weingarten Realty Investors.

82

Table of Contents

A summary of the status of unvested share awards for the year ended December 31, 20192020 is as follows:

    

    

Weighted

Average

Unvested

Grant

Share

Date Fair

Awards

Value

Outstanding, January 1, 2020

 

801,346

$

29.56

Granted:

 

  

 

  

Service-based awards

 

146,750

 

30.08

Market-based awards relative to FTSE NAREIT U.S. Shopping Center Index

 

66,953

 

31.18

Market-based awards relative to three-year absolute TSR

 

66,952

 

21.29

Trust manager awards

 

42,666

 

17.04

Vested

 

(265,672)

 

31.21

Forfeited

 

(2,700)

 

29.10

Outstanding, December 31, 2020

 

856,295

$

28.00

 
Unvested
Share
Awards
 
Weighted
Average 
Grant
Date Fair 
Value
Outstanding, January 1, 2019674,293
 $30.26
Granted:   
Service-based awards179,825
 28.61
Market-based awards relative to FTSE NAREIT U.S. Shopping Center
Index
80,848
 30.20
Market-based awards relative to three-year absolute TSR80,847
 32.91
Trust manager awards27,768
 29.17
Vested(236,716) 32.13
Forfeited(5,519) 29.86
Outstanding, December 31, 2019801,346
 $29.56

As of December 31, 20192020 and 2018,2019, there was approximately $2.1$1.8 million and $1.8$2.1 million, respectively, of total unrecognized compensation cost related to unvested share awards, which is expected to be amortized over a weighted average of 1.81.6 years and 1.71.8 years at December 31, 2020 and 2019, and 2018, respectively.


Note 15.     Employee Benefit Plans

Defined Benefit Plan:

The following tables summarize changes in the benefit obligation, the plan assets and the funded status of our pension plan as well as the components of net periodic benefit costs, including key assumptions (in thousands). The measurement dates for plan assets and obligations were December 31, 20192020 and 2019.

December 31, 

2020

2019

Change in Projected Benefit Obligation:

    

  

    

  

Benefit obligation at beginning of year

$

64,253

$

55,759

Service cost

 

1,317

 

1,090

Interest cost

 

1,945

 

2,257

Actuarial loss

 

7,253

 

7,889

Benefit payments

 

(2,600)

 

(2,742)

Benefit obligation at end of year

$

72,168

$

64,253

Change in Plan Assets:

 

  

 

  

Fair value of plan assets at beginning of year

$

59,416

$

50,802

Actual return on plan assets

 

10,469

 

10,356

Employer contributions

 

1,000

 

1,000

Benefit payments

 

(2,600)

 

(2,742)

Fair value of plan assets at end of year

$

68,285

$

59,416

Unfunded status at end of year (included in accounts payable and accrued expenses in 2020 and 2019)

$

(3,883)

$

(4,837)

Accumulated benefit obligation

$

72,053

$

64,159

Net loss recognized in accumulated other comprehensive loss

$

14,774

$

14,897

2018.

83

 December 31,
 2019 2018
Change in Projected Benefit Obligation:   
Benefit obligation at beginning of year$55,759
 $58,998
Service cost1,090
 1,295
Interest cost2,257
 2,056
Actuarial loss (gain) (1)
7,889
 (4,478)
Benefit payments(2,742) (2,112)
Benefit obligation at end of year$64,253
 $55,759
Change in Plan Assets:   
Fair value of plan assets at beginning of year$50,802
 $53,808
Actual return on plan assets10,356
 (1,894)
Employer contributions1,000
 1,000
Benefit payments(2,742) (2,112)
Fair value of plan assets at end of year$59,416
 $50,802
Unfunded status at end of year (included in accounts payable and accrued expenses in 2019 and 2018)$(4,837) $(4,957)
Accumulated benefit obligation$64,159
 $55,683
Net loss recognized in accumulated other comprehensive loss$14,897
 $15,050

Table of Contents

___________________
(1)The change in actuarial loss (gain) is attributable primarily to census and mortality table updates and a decrease in the discount rate in 2019.

The following is the required information for other changes in plan assets and benefit obligation recognized in other comprehensive income (in thousands):

 Year Ended December 31,
 2019 2018 2017
Net loss$1,044
 $1,143
 $82
Amortization of net loss (1)
(1,197) (1,228) (1,475)
Total recognized in other comprehensive income$(153) $(85) $(1,393)
Total recognized in net periodic benefit cost and other comprehensive income$880
 $767
 $213

Year Ended December 31, 

2020

2019

2018

Net loss

    

$

898

    

$

1,044

    

$

1,143

Amortization of net loss

 

(1,021)

 

(1,197)

 

(1,228)

Total recognized in other comprehensive income

$

(123)

$

(153)

$

(85)

Total recognized in net periodic benefit cost and other comprehensive income

$

46

$

880

$

767


___________________
(1)The estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $1.2 million.

The following is the required information with an accumulated benefit obligation in excess of plan assets (in thousands):

 December 31,
 2019 2018
Projected benefit obligation$64,253
 $55,759
Accumulated benefit obligation64,159
 55,683
Fair value of plan assets59,416
 50,802

December 31, 

2020

2019

Projected benefit obligation

    

$

72,168

    

$

64,253

Accumulated benefit obligation

 

72,053

 

64,159

Fair value of plan assets

 

68,285

 

59,416


The components of net periodic benefit cost are as follows (in thousands):

 Year Ended December 31,
 2019 2018 2017
Service cost$1,090
 $1,295
 $1,223
Interest cost2,257
 2,056
 2,123
Expected return on plan assets(3,511) (3,727) (3,215)
Amortization of net loss1,197
 1,228
 1,475
Total$1,033
 $852
 $1,606

Year Ended December 31, 

2020

2019

2018

Service cost

$

1,317

    

$

1,090

    

$

1,295

Interest cost

 

1,945

 

2,257

 

2,056

Expected return on plan assets

 

(4,114)

 

(3,511)

 

(3,727)

Amortization of net loss

 

1,021

 

1,197

 

1,228

Total

$

169

$

1,033

$

852


The components of net periodic benefit cost other than the service cost component are included in Interest and Other Income, net in the Consolidated Statements of Operations.

The weighted-average assumptions used to developdetermine net periodic benefit cost are shown below:

 Year Ended December 31,
 2019 2018 2017
Discount rate4.12% 3.50% 4.01%
Salary scale increases3.50% 3.50% 3.50%
Long-term rate of return on assets7.00% 7.00% 7.00%

Year Ended December 31, 

 

2020

2019

2018

 

Discount rate

    

3.09

%  

4.12

%  

3.50

%

Salary scale increases

 

3.50

%  

3.50

%  

3.50

%

Long-term rate of return on assets

 

7.00

%  

7.00

%  

7.00

%

Interest credit rate for cash balance plan

4.50

%  

4.50

%  

4.50

%


The selection of the discount rate is made annually after comparison to yields based on high quality fixed-income investments. The salary scale is the composite rate which reflects anticipated inflation, merit increases, and promotions for the group of covered participants. The long-term rate of return is a composite rate for the trust. It is derived as the sum of the percentages invested in each principal asset class included in the portfolio multiplied by their respective expected rates of return. We considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This analysis resulted in the selection of 7.00% as the long-term rate of return assumption for 2019.2020.

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Table of Contents

The weighted-average assumptions used to develop the actuarial present value ofdetermine the benefit obligation are shown below:

 Year Ended December 31,
 2019 2018 2017
Discount rate3.09% 4.12% 3.50%
Salary scale increases3.50% 3.50% 3.50%

Year Ended December 31, 

 

2020

2019

2018

 

Discount rate

    

2.32

%  

3.09

%  

4.12

%

Salary scale increases

 

3.50

%  

3.50

%  

3.50

%

Interest credit rate for cash balance plan

4.50

%  

4.50

%  

4.50

%


The expected contribution to be paid for the Retirement Plan by us during 20202021 is approximately $1.0 million. The expected benefit payments for the next 10 years for the Retirement Plan is as follows (in thousands):

2020$2,436
20212,602
20222,772
20232,936
20243,062
2025-202916,209

2021

    

$

2,601

2022

 

2,769

2023

 

2,939

2024

 

3,061

2025

 

3,132

2026-2030

 

16,366



The participant data used in determining the liabilities and costs for the Retirement Plan was collected as of January 1, 2019,2020, and no significant changes have occurred through December 31, 2019.

2020.

At December 31, 2019,2020, our investment asset allocation compared to our benchmarking allocation model for our plan assets was as follows:

 Portfolio Benchmark
Cash and Short-Term Investments5% 4%
U.S. Stocks51% 56%
International Stocks14% 10%
U.S. Bonds24% 26%
International Bonds5% 3%
Other1% 1%
Total100% 100%

    

Portfolio

    

Benchmark

 

Cash and Short-Term Investments

 

5

%  

6

%

U.S. Stocks

 

52

%  

57

%

International Stocks

 

15

%  

10

%

U.S. Bonds

 

23

%  

23

%

International Bonds

 

4

%  

3

%

Other

 

1

%  

1

%

Total

 

100

%  

100

%

The fair value of plan assets was determined based on publicly quoted market prices for identical assets, which are all classified as Level 1 observable inputs.inputs and were as follows (in thousands):

December 31, 

2020

2019

Cash and Short-Term Investments

$

12,334

$

10,624

Large Company Funds

 

24,790

20,410

Mid Company Funds

 

3,595

4,107

Small Company Funds

 

3,538

4,071

International Funds

 

7,502

6,313

Fixed Income Funds

 

10,138

9,106

Growth Funds

 

6,388

4,785

Total

$

68,285

$

59,416

85

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The allocation of the fair value of plan assets was as follows:

December 31, 

 

2020

2019

 

Cash and Short-Term Investments

    

18

%  

18

%

Large Company Funds

 

36

%  

34

%

Mid Company Funds

 

5

%  

7

%

Small Company Funds

 

5

%  

7

%

International Funds

 

11

%  

11

%

Fixed Income Funds

 

15

%  

15

%

Growth Funds

 

10

%  

8

%

Total

 

100

%  

100

%

 December 31,
 2019 2018
Cash and Short-Term Investments18% 20%
Large Company Funds34% 33%
Mid Company Funds7% 7%
Small Company Funds7% 6%
International Funds11% 8%
Fixed Income Funds15% 18%
Growth Funds8% 8%
Total100% 100%

Concentrations of risk within our equity portfolio are investments classified within the following sectors: technology, consumer cyclical goods, financial services, healthcare consumer cyclical goods and industrial,communication services, which represents approximately 21%23%, 17%16%, 15%, 12%14% and 11% of total equity investments, respectively.

Defined Contribution Plans:

Compensation expense related to our defined contribution plans was $3.9$3.6 million in 2019, $3.8 million in 2018 and2020, $3.9 million in 2017.2019 and $3.8 million in 2018.

Note 16.    Related Parties

Effective December 11, 2020, we acquired our partner’s 42.25% interest in the Village Plaza at Bunker Hill center and redeemed our 57.75% interest in the related unconsolidated joint venture while simultaneously disposing of our wholly-owned Overton Park Plaza center to our former partner. Managementhasdeterminedthatthistransaction did not qualifyas a business combination but an exchange of nonfinancial assets tobeaccountedforunder ASC Subtopic 610-20: Gains and Losses from the Derecognition of Nonfinancial Assets.Accordingly,theassetsand liabilities of this transaction were recorded in our Consolidated Balance Sheet using the cost accumulation model, which includes the fair value of the assets acquired plus transaction costs and the carrying value of our previously held joint venture interest as of the effective date. The result of this transaction is included in our Consolidated Statements of Operations beginning December 11, 2020 and is summarized as follows (in thousands):

As of

December 11, 2020

Amounts recognized for assets and liabilities for Village Plaza at Bunker Hill

Assets

Property

$

140,596

Unamortized lease costs

41,328

Other, net

1,741

Liabilities

Debt, net

(73,088)

Other, net

(4,690)

Total net assets

$

105,887

Gain on Transaction (1)

$

32,453

__________________________

(1)AmountisincludedinGainonSalePropertyinourConsolidatedStatement of Operations.

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Thefollowingtabledetailstheweightedaverageamortizationandnetaccretionperiodsofintangibleassetsand liabilities arising from this acquisition (in years):

As of

December 11, 2020

Assets

In place leases

7.6

Above-market leases

7.2

Liabilities

Below-market leases

8.0

Above-market assumed mortgage

8.6

Note 16.17.     Commitments and Contingencies

Commitments and Contingencies

As of December 31, 20192020 and 2018,2019, we participated in 2 real estate ventures structured as DownREIT partnerships. We have operating and financial control over these ventures and consolidate them in our consolidated financial statements. These ventures allow the outside limited partners to put their interest in the partnership to us, and we have the option to redeem the interest in cash or a fixed number of our common shares, at our discretion. We also participate in a real estate venture that has a property in Texas that allows its outside partner to put operating partnership units to us. We have the option to redeem these units in cash or a fixed number of our common shares, at our discretion. The aggregate redemption value of these interests was approximately $45$31 million and $36$45 million as of December 31, 2020 and 2019, and 2018, respectively.

As of December 31, 2019,2020, we have entered into commitments aggregating $98.5$51.2 million comprised principally of construction contracts which are generally due in 12 to 36 months.


We issue letters of intent signifying a willingness to negotiate for acquisitions, dispositions or joint ventures, as well as other types of potential transactions, during the ordinary course of our business. Such letters of intent and other arrangements are non-binding to all parties unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the acquisition or disposition of property are entered into, these contracts generally provide the purchaser a time period to evaluate the property and conduct due diligence. The purchaser, during this time, will have the ability to terminate a contract without penalty or forfeiture of any deposit or earnest money. No assurance can be provided that any definitive contracts will be entered into with respect to any matter covered by letters of intent, or that we will consummate any transaction contemplated by a definitive contract. Additionally, due diligence periods for property transactions are frequently extended as needed. An acquisition or disposition of property becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. Our risk is then generally extended only to any earnest money deposits associated with property acquisition contracts, and our obligation to sell under a property sales contract.

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

As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs which will limit our expenses if contaminants need to be remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs.

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

Litigation

87

Litigation

We are involved in various matters of litigation arising in the normal course of business. While we are unable to predict the amounts involved, our management and counsel are of the opinion that, when such litigation is resolved, any additional liability, if any, will not have a material effect on our consolidated financial statements.

Note 17.18.     Variable Interest Entities

Consolidated VIEs:

At both December 31, 2020 and 2019, and 2018, 8 and 9 of our real estate joint ventures, respectively, whose activities primarily consisted of owning and operating 21 neighborhood/community shopping centers, were determined to be VIEs. Based on a financing agreement by 1 of our real estate joint ventures that has a bottom dollar guaranty, which is disproportionate to our ownership, we have determined that we are the primary beneficiary and have consolidated this joint venture. For the remaining real estate joint ventures, we concluded we are the primary beneficiary based primarily on our significant power to direct the entities'entities’ activities without any substantive kick-out or participating rights.

A summary of our consolidated VIEs is as follows (in thousands):

December 31, 

2020

2019

Assets Held by VIEs (1)

$

225,719

    

$

228,954

Assets Held as Collateral for Debt (2)

 

41,798

 

39,782

Maximum Risk of Loss (2)

 

29,784

 

29,784

 December 31,
 2019 2018
Assets Held by VIEs$228,954
 $225,388
Assets Held as Collateral for Debt (1)
39,782
 40,004
Maximum Risk of Loss (1)
29,784
 29,784
___________________
(1)The decrease between periods primarily represents net depreciation of property.
(2)Represents the amount of debt and related assets held as collateral associated with the bottom dollar guaranty at 1 real estate joint venture.

Restrictions on the use of these assets can be significant because they may serve as collateral for debt. Further, we are generally required to obtain our partner'spartner’s approval in accordance with the joint venture agreement for any major transactions. Transactions with these joint ventures in our consolidated financial statements have primarily been positive as demonstrated by the generation of net income and operating cash flows, as well as the receipt of cash distributions. We and our partners are subject to the provisions of the joint venture agreements which include provisions for when additional contributions may be required to fund operating cash shortfalls, development expenditures, and unplanned capital expenditures.


expenditures and repayment of debts. For the year ended December 31, 2020, $2.7 million in additional contributions were made to pay off an outstanding debt.

Unconsolidated VIEs:

At both December 31, 20192020 and 2018,2019, 2 unconsolidated real estate joint ventures were determined to be VIEs. We have determined that 1 entity was a VIE through the issuance of a secured loan, since the lender had the ability to make decisions that could have a significant impact on the success of the entity. Based on the associated agreements for the future development of a mixed-use project, we concluded that the other entity was a VIE, but we are not the primary beneficiary as the substantive participating rights associated with the entity are shared, and we do not have the power to direct the significant activities of the entity. Our analysis considered that all major decisions require unanimous member consent and those decisions include significant activities such as development, financing, leasing and operations of the entity.

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A summary of our unconsolidated VIEs is as follows (in thousands):

December 31, 

2020

2019

Investment in Real Estate Joint Ventures and Partnerships, net (1)

$

133,468

    

$

128,361

Other Liabilities, net (2)

 

7,624

 

7,735

Maximum Risk of Loss (3)

 

34,000

 

34,000

 December 31,
 2019 2018
Investment in Real Estate Joint Ventures and Partnerships, net (1)
$128,361
 $76,575
Other Liabilities, net (2)
7,735
 6,592
Maximum Risk of Loss (3)
34,000
 34,000
___________________
(1)The carrying amount of the investment represents our contributions to a real estate joint venture, net of any distributions made and our portion of the equity in earnings of the real estate joint venture. The increase between the periods represents new development funding of a mixed-use project.
(2)Includes the carrying amount of an investment where distributions have exceeded our contributions and our portion of the equity in earnings for a real estate joint venture.
(3)The maximum risk of loss has been determined to be limited to our debt exposure for the real estate joint ventures. Additionally, our investment, including contributions and distributions, associated with a mixed-use project is disclosed in (1) above.

We and our partners are subject to the provisions of the joint venture agreements that specify conditions, including operating shortfalls, development expenditures and unplanned capital expenditures, under which additional contributions may be required. With respect to our future development of a mixed-use project, we anticipate funding of approximately $9$.4 million through 2020.

2021.

Note 18.19.     Fair Value Measurements

Currently, the COVID-19 pandemic has created uncertainties surrounding the global economy and financial markets. As a result, the full magnitude of the pandemic and the ultimate effect upon the future of our fair value measurements are uncertain at this time. Any changes in fair value for financial instruments marked to fair value will have a direct impact to our financial statements, except for net changes in our investments held in grantor trust and its related obligations. Additionally, changes in fair values for financial instruments not marked to fair value will not have an impact to our financial statements unless plans change to sell or settle the instrument prior to its maturity.

Recurring Fair Value Measurements:

Assets and liabilities measured at fair value on a recurring basis as of December 31, 20192020 and 2018,2019, aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

    

Quoted Prices

    

    

    

in Active

Markets for

Significant

Identical

Other

Significant

Assets

Observable

Unobservable

Fair Value at

and Liabilities

Inputs

Inputs

December 31, 

(Level 1)

(Level 2)

(Level 3)

2020

Assets:

 

  

 

  

 

  

 

  

Cash equivalents, primarily money market funds (1)

$

155

 

  

 

  

$

155

Restricted cash, primarily money market funds (1)

 

10,144

 

  

 

  

 

10,144

Investments, mutual funds held in a grantor trust (1)

 

43,412

 

  

 

  

 

43,412

Total

$

53,711

$

$

$

53,711

Liabilities:

 

  

 

  

 

  

 

  

Deferred compensation plan obligations

$

43,412

 

  

 

  

$

43,412

Total

$

43,412

$

$

$

43,412

 
Quoted Prices
in Active
Markets for
Identical
Assets
and Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Fair Value at
December 31,
2019
Assets:       
Cash equivalents, primarily money market funds (1)
$28,330
     $28,330
Restricted cash, primarily money market funds (1)
9,916
     9,916
Investments, mutual funds held in a grantor trust (1)
38,378
     38,378
Total$76,624
 $
 $
 $76,624
Liabilities:       
Deferred compensation plan obligations$38,378
     $38,378
Total$38,378
 $
 $
 $38,378
___________________
(1)For the year ended December 31, 2020, a net gain of $5.1 million was included in Interest and Other Income, net, of which $3.7 million represented an unrealized gain.

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Table of Contents

    

Quoted Prices

    

    

    

in Active 

Markets for 

Significant

Identical 

Other 

Significant

Assets 

Observable 

Unobservable 

Fair Value at

and Liabilities 

Inputs 

Inputs 

December 31, 

(Level 1)

(Level 2)

(Level 3)

2019

Assets:

 

  

 

  

 

  

 

  

Cash equivalents, primarily money market funds (1)

$

28,330

 

  

 

  

$

28,330

Restricted cash, primarily money market funds (1)

 

9,916

 

  

 

  

 

9,916

Investments, mutual funds held in a grantor trust (1)

 

38,378

 

  

 

  

 

38,378

Total

$

76,624

$

$

$

76,624

Liabilities:

 

  

 

  

 

  

 

  

Deferred compensation plan obligations

$

38,378

 

  

 

  

$

38,378

Total

$

38,378

$

$

$

38,378

(1)For the year ended December 31, 2019, a net gain of $9.4 million was included in Interest and Other Income, net, of which $6.7 million represented an unrealized gain.

 Quoted Prices
in Active
Markets for
Identical
Assets
and Liabilities
(Level 1)
 Significant
Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Fair Value at
December 31,
2018
Assets:       
Cash equivalents, primarily money market funds (1)
$54,848
     $54,848
Restricted cash, primarily money market funds (1)
5,254
     5,254
Investments, mutual funds held in a grantor trust (1)
30,996
     30,996
Investments, mutual funds (1)
6,635
     6,635
Total$97,733
 $
 $
 $97,733
Liabilities:       
Deferred compensation plan obligations$30,996
     $30,996
Total$30,996
 $
 $
 $30,996
___________________
(1)For the year ended December 31, 2018, a net gain of $1.4 million was included in Interest and Other Income, net, of which $(3.0) million represented an unrealized loss.

Nonrecurring Fair Value Measurements:

Property Impairments

Property, including right-of-use assets, is reviewed for impairment if events or changes in circumstances indicate that the carrying amount of the property, including any identifiable intangible assets, site costs and capitalized interest, may not be recoverable. In such an event, a comparison is made of the current and projected operating cash flows of each such property into the foreseeable future on an undiscounted basis to the carrying amount of such property. If we conclude that an impairment may have occurred, estimated fair values are determined by management utilizing cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates, appraisals, bona fide purchase offers or the expected sales price of an executed sales agreement in accordance with our fair value measurements accounting policy. Market capitalization rates and market discount rates are determined by reviewing current sales of similar properties and transactions, and utilizing management’s knowledge and expertise in property marketing.

Investment in Real Estate Joint Ventures and Partnerships Impairments

Estimated fair values are determined by management utilizing the performance of each investment, the life and other terms of the investment, holding periods, market conditions, cash flow models, market capitalization rates and market discount rates, or by obtaining third-party broker valuation estimates, appraisals, bona fide purchase offers or the expected sales price of an executed sales agreement in accordance with our fair value measurements accounting policy. Market capitalization rates and market discount rates are determined by reviewing current sales of similar properties and transactions, and utilizing management’s knowledge and expertise in property marketing.

NaN assets were

90

Assets measured at fair value on a nonrecurring basis at December 31, 2018. 2020 aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

    

Quoted Prices in 

    

    

    

    

Active Markets for 

Significant

Identical  

Other 

Significant

Assets

Observable  

Unobservable 

and Liabilities 

Inputs 

Inputs 

Total Gains

(Level 1)

(Level 2)

(Level 3)

Fair Value

(Losses) (1)

Property (2)

 

  

$

47,746

$

$

47,746

$

(12,686)

Total

$

$

47,746

$

$

47,746

$

(12,686)

(1)

Total gains (losses) presented in this table relate to assets that were held by us at December 31, 2020; however, we have subsequently sold 1 of these centers.

(2)

In accordance with our policy of evaluating and recording impairments on the disposal of long-lived assets, property with a carrying amount $60.4 million was written down to a fair value of $47.7 million, resulting in a loss of $12.7 million, which was included in earnings for the fourth quarter of 2020. Management’s estimate of fair value of these properties were determined using bona fide purchase offers for the Level 2 inputs.

Assets measured at fair value on a nonrecurring basis at December 31, 2019 aggregated by the level in the fair value hierarchy in which those measurements fall, are as follows (in thousands):

    

Quoted Prices in 

    

    

    

    

Active Markets for 

Significant

Identical  

Other 

Significant

Assets

Observable  

Unobservable 

and Liabilities 

Inputs 

Inputs 

Total Gains 

(Level 1)

(Level 2)

(Level 3)

Fair Value

(Losses) (1)

Investment in real estate joint ventures and partnerships (2)

 

  

$

1,830

$

24,154

$

25,984

$

(3,070)

Total

$

$

1,830

$

24,154

$

25,984

$

(3,070)

 Quoted Prices in Active 
Markets for
Identical 
Assets
and Liabilities
(Level 1)
 Significant 
Other
Observable 
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Fair Value 
Total Gains
(Losses)
(1)
Investment in real estate joint ventures and partnerships (2)

 $1,830
 $24,154
 $25,984
 $(3,070)
Total$
 $1,830
 $24,154
 $25,984
 $(3,070)
____________
(1)Total gains (losses) presented in this table relate to assets that are stillwere held by us at December 31, 2019.
(2)In accordance with our policy of evaluating and recording impairments on the disposal of investments in real estate joint ventures and partnerships, investments with a carrying amount of $29.1 million were written down to a fair value of $26.0 million, resulting in a loss of $3.1 million, which was included in earnings for the fourth quarter of 2019. Management’s estimate of fair value of these investments were determined using a bona fide purchase offer for the Level 2 inputs, and see the quantitative information about the significant unobservable inputs used for our Level 3 fair value measurements in the table below.

Fair Value Disclosures:

Unless otherwise listed below, short-term financial instruments and receivables are carried at amounts which approximate their fair values based on their highly-liquid nature, short-term maturities and/or expected interest rates for similar instruments.

91

Schedule of our fair value disclosures is as follows (in thousands):

December 31, 2020

December 31, 2019

Fair Value

Fair Value

Using

Fair Value

Using

Fair Value

Significant

Using

Significant

Using

Other

Significant

Other

Significant

Observable

Unobservable

Observable

Unobservable

Carrying

Inputs

Inputs

Carrying

Inputs

Inputs

Value

(Level 2)

(Level 3)

    

Value

(Level 2)

(Level 3)

Other Assets:

    

  

    

  

    

  

  

    

  

    

  

Tax increment revenue bonds (1)

$

14,762

 

  

$

19,000

$

17,277

 

  

$

25,000

Debt:

 

 

  

 

 

  

 

  

 

  

Fixed-rate debt

 

1,798,419

 

  

1,905,306

 

1,714,890

 

  

 

1,787,663

Variable-rate debt

 

40,000

 

  

 

40,000

 

17,448

 

  

 

17,426

 December 31,
 2019 2018
 
Carrying
Value
 Fair Value
Using
Significant 
Other
Observable 
Inputs
(Level 2)
 Fair Value
Using
Significant
Unobservable
Inputs
(Level 3)
 
Carrying
Value
 Fair Value
Using
Significant 
Other
Observable 
Inputs
(Level 2)
 Fair Value
Using
Significant
Unobservable
Inputs
(Level 3)
Other Assets:           
Tax increment revenue bonds (1)
$17,277
   $25,000
 $20,009
   $25,000
Investments, held to maturity (2)

 $
   3,000
 $2,988
  
Debt:           
Fixed-rate debt1,714,890
   1,787,663
 1,771,999
   1,761,215
Variable-rate debt17,448
   17,426
 22,685
   23,131

___________________
(1)
At December 31, 2019, and 2018, prior to the credit loss balanceadoption of ASC 326, the amortized cost basis was net of a previously recognized other-than-temporary impairment on our tax increment revenue bonds was $31.0 million.
(2)Investments held to maturity are recorded at cost. As of December 31, 2018, these investments had unrealized losses of $12 thousand.$31.0 million.

The quantitative information about the significant unobservable inputs used for our nonrecurring Level 3 fair value measurements as of December 31, 2019 reported in the above table, is as follows:

  
Fair Value at
December 31,
     Range
  2019     Minimum Maximum
Description (in thousands) Valuation Technique Unobservable Inputs 2019 2019
Investment in real estate joint ventures and partnerships $24,154
 Discounted cash flows Discount rate 7.3% 7.5%
      Capitalization rate 5.8% 8.0%
      Noncontrolling interest discount   15.0%

    

Fair Value at

    

    

    

    

    

    

 

December 31, 

Range

 

2019

Minimum

Maximum

 

Description

 

(in thousands)

 

Valuation Technique

 

Unobservable Inputs

 

2019

 

2019

Investment in real estate joint ventures and partnerships

$

24,154

 

Discounted cash flows

 

Discount rate

 

7.3

%  

7.5

%

 

 

Capitalization rate

5.8

%  

8.0

%

 

 

Noncontrolling interest discount

15.0

%



Note 19.      Quarterly Financial Data (Unaudited)

Summarized quarterly financial data is as follows (in thousands):
 First Second Third Fourth 
2019        
Revenues$123,138
(1) 
$122,660
(1) 
$121,362
(1) 
$119,465
(1) 
Net income51,254
(2) 
85,520
(2) 
108,509
(2) 
77,292
(2)(3) 
Net income attributable to
common shareholders
49,666
(2) 
83,809
(2) 
106,742
(2) 
75,218
(2)(3) 
Earnings per common
share – basic
.39
(2) 
.66
(2) 
.83
(2) 
.59
(2)(3) 
Earnings per common
share – diluted
.39
(2) 
.65
(2) 
.82
(2) 
.58
(2)(3) 
2018        
Revenues$132,452
(1) 
$142,086
(1) 
$128,790
(1) 
$127,819
(1) 
Net income148,969
(2)(4) 
79,871
(1)(2)(3) 
53,274
(2)(3) 
63,229
(2)(3) 
Net income attributable to
common shareholders
146,824
(2)(4)(5) 
78,289
(1)(2)(3) 
42,981
(2)(3)(5) 
59,507
(2)(3)(5) 
Earnings per common
share – basic
1.15
(2)(4)(5) 
.61
(1)(2)(3) 
.34
(2)(3)(5) 
.47
(2)(3)(5) 
Earnings per common
share – diluted
1.13
(2)(4)(5) 
.61
(1)(2)(3) 
.34
(2)(3)(5) 
.46
(2)(3)(5) 
___________________
(1)The quarter results include revenues associated with dispositions and acquisitions. Revenue amounts associated with dispositions are: $9.7 million, $8.8 million, $4.3 million and $1.3 million for the three months ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019, respectively, and $11.9 million, $8.3 million, $7.0 million and $4.1 million for the three months ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively. Revenue amounts associated with acquisitions totaled $.5 million, $1.6 million and $3.0 million for the three months ended June 30, 2019, September 30, 2019 and December 31, 2019, respectively. Additionally, a $10.0 million write-off of a below-market lease intangible from the termination of a tenant's lease increased revenues for the three months ended June 30, 2018, and additional revenue of $1.1 million was realized from the termination of two tenant leases for the three months ended September 30, 2019.
(2)The quarter results include significant gains on the sale of property and investments, including gains in equity in earnings from real estate joint ventures and partnerships, net. Gain amounts are: $19.2 million, $52.7 million, $74.1 million and $46.0 million for the three months ended March 31, 2019, June 30, 2019, September 30, 2019 and December 31, 2019, respectively, and $111.4 million, $48.2 million, $19.8 million and $34.8 million for the three months ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, respectively.
(3)The quarter results include $3.1 million, $2.4 million and $7.7 million of impairment losses for the three months ended December 31, 2019, September 30, 2018 and December 31, 2018, respectively. Additionally, the quarter results include a $13.1 million write-off of an in-place lease intangible for the three months ended June 30, 2018.
(4)The quarter results include a gain on extinguishment of debt including related swap activity totaling $3.8 million for the three months ended March 31, 2018.
(5)Associated primarily with the gains discussed in (2) above, amounts in net income attributable to noncontrolling interests are: $.5 million, $8.6 million and $1.9 million for the three months ended March 31, 2018, September 30, 2018 and December 31, 2018, respectively.
20.     Subsequent Events

Subsequent to December 31, 2020, we sold real estate with our share of the aggregate gross sales proceeds totaling approximately $53.8 million.

* * * * *


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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A. Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of December 31, 2019.2020. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2019.

2020.

There has been no change to our internal control over financial reporting during the quarter ended December 31, 20192020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Weingarten Realty Investors and its subsidiaries (“WRI”) maintain a system of internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, which is a process designed under the supervision of WRI’s principal executive officer and principal financial officer and effected by WRI’s Board of Trust Managers, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

WRI’s internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of WRI’s assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of WRI are being made only in accordance with authorizations of management and trust managers of WRI; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of WRI’s assets that could have a material effect on the financial statements.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of WRI’s assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of WRI are being made only in accordance with authorizations of management and trust managers of WRI; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of WRI’s assets that could have a material effect on the financial statements.

WRI’s management has responsibility for establishing and maintaining adequate internal control over financial reporting for WRI. Management, with the participation of WRI’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of WRI’s internal control over financial reporting as of December 31, 20192020 based on the framework in Internal Control—Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on their evaluation of WRI’s internal control over financial reporting, WRI’s management along with the Chief Executive Officer and Chief Financial Officer believe that WRI’s internal control over financial reporting is effective as of December 31, 2019.

2020.

Deloitte & Touche LLP, WRI’s independent registered public accounting firm that audited the consolidated financial statements and financial statement schedules included in this Form 10-K, has issued an attestation report on the effectiveness of WRI’s internal control over financial reporting.

February 26, 2021

February 27, 2020

93


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Trust Managers of Weingarten Realty Investors

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Weingarten Realty Investors and subsidiaries (the “Company”) as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019,2020, of the Company and our report dated February 27, 2020,26, 2021, expressed an unqualified opinion on those financial statements and financial statement schedules.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Annual Report Onon Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP


Houston, Texas

February 26, 2021

February 27, 2020  

94



ITEM 9B. Other Information

Not applicable.

PART III

ITEM 10. Trust Managers, Executive Officers and Corporate Governance

Information with respect to our trust managers and executive officers is incorporated herein by reference to the “Election of Trust Managers - Proposal One," “Compensation Discussion and Analysis - Overview” and “Share Ownership of Beneficial Owners and Management” sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 2020.

26, 2021.

Code of Conduct and Ethics

We have adopted a code of business and ethics for trust managers, officers and employees, known as the Code of Conduct and Ethics. The Code of Conduct and Ethics is available on our website at www.weingarten.com. Shareholders may request a free copy of the Code of Conduct and Ethics from:

Weingarten Realty Investors

Attention: Investor Relations

2600 Citadel Plaza Drive, Suite 125

Houston, Texas 77008

(713) 866-6000

www.weingarten.com

We have also adopted a Code of Ethical Conduct for Officers and Senior Financial Associates setting forth a code of ethics applicable to our principal executive officer, principal financial officer, chief accounting officer and financial associates, which is available on our website at www.weingarten.com. Shareholders may request a free copy of the Code of Conduct for Officers and Senior Financial Associates from the address and phone number set forth above.

Governance Guidelines

We have adopted governance guidelines, known as the Governance Policies, which are available on our website at www.weingarten.com. Shareholders may request a free copy of the Governance Policies from the address and phone number set forth above under “Code of Conduct and Ethics.”

ITEM 11. Executive Compensation

Information with respect to executive compensation is incorporated herein by reference to the “Compensation Discussion and Analysis,” “Trust Manager Compensation” including the "Trust Manager Compensation Table” section, “Compensation Committee Report” and “Summary Compensation Table” sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 202026, 2021.

.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The “Share Ownership of Beneficial Owners and Management” section of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 202026, 2021 is incorporated herein by reference.


95

The following table summarizes the equity compensation plans under which our common shares of beneficial interest may be issued as of December 31, 20192020:

    

    

    

Number of 

Number of 

shares 

shares to 

remaining 

be issued upon

available for 

 exercise of 

Weighted average 

future issuance 

outstanding 

exercise price of 

under equity 

options,

outstanding options, 

compensation 

Plan category

 warrants and rights

warrants and rights

plans

Equity compensation plans approved by shareholders

 

43,016

$

24.87

 

657,902

Equity compensation plans not approved by shareholders

 

 

 

Total

 

43,016

$

24.87

 

657,902

:

Plan category Number of shares to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of shares remaining available for future issuance under equity compensation plans
Equity compensation plans approved by shareholders 207,416 $23.84 952,877
Equity compensation plans not approved by shareholders   
Total 207,416 $23.84 952,877

ITEM 13. Certain Relationships and Related Transactions, and Trust Manager Independence

The “Governance,” "Compensation Committee Interlocks and Insider Participation” and "Certain Transactions" sections of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 202026, 2021 are incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

The “Accounting Firm Fees” section within “Ratification of Independent Registered Public Accounting Firm - Proposal Two”Three” of our definitive Proxy Statement for the Annual Meeting of Shareholders to be held April 29, 202026, 2021 is incorporated herein by reference.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

96


3.10

3.10

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

97

4.13

10.1†

10.2†

.

10.3†

10.4†

10.5†

10.6†

10.7†

10.8†


10.9†

10.9†

10.10†

10.11†

10.12†*

10.13†

Master Nonqualified Plan Trust Agreement dated August 23, 2006 (filed as Exhibit 10.53 to WRI'sWRI’s Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).

10.13†

10.14†

10.14†

10.15†

10.15†

10.16†

98

10.16†

10.17†

10.17†

10.18†

10.18†

10.19†

10.20†*

First Amendment to the Weingarten Realty Retirement Plan as Restated Effective January 1, 2020.

10.21†

Restatement of the Weingarten Realty Investors Retirement Plan dated December 23, 2013 (filed as Exhibit 10.57 to WRI'sWRI’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).

10.19†

10.22†

10.20†

10.23†

10.21†

10.24†

10.22†

10.25†

10.23†

10.26†

10.24†

10.27†

10.25†

10.28†

10.26†

10.29†

10.27†

10.30†

10.28†

10.31†


99

10.30†

10.33†

10.31†

10.34†

10.32†

10.35†

10.33

10.36

10.34

10.35

10.37

10.36

10.38

10.37

10.39

10.38

10.40

10.39

10.41

10.40

10.42

100


10.45

10.43

10.44

10.46

10.45

10.47

21.1*

10.48

21.1*

Listing of Subsidiaries of the Registrant.

23.1*

31.1*

31.2*

32.1**

32.2**

101.INS**

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inlineinline XBRL document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101

101.LAB**

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*

*

Filed with this report.

**

Furnished with this report.

Management contract or compensation plan or arrangement.


102

SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WEINGARTEN REALTY INVESTORS

By:

/s/  Andrew M. Alexander

Andrew M. Alexander

Chairman/President/Chief Executive Officer

Date: February 27, 2020

26, 2021

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of Weingarten Realty Investors, a real estate investment trust organized under the Texas Business Organizations Code, and the undersigned trust managers and officers of Weingarten Realty Investors hereby constitute and appoint Andrew M. Alexander, Stanford Alexander, Stephen C. Richter and Joe D. Shafer or any one of them, its or his true and lawful attorney-in-fact and agent, for it or him and in its or his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this report, and to file each such amendment to the report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises as fully to all intents and purposes as it or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.


103

Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature

Title

Date

By:

SignatureTitleDate
By:

/s/ Andrew M. Alexander

Chairman/President/Chief Executive Officer

and Trust Manager

(Principal Executive Officer)

February 27, 202026, 2021

Andrew M. Alexander

By:

/s/ Stanford J. Alexander

Chairman Emeritus

and Trust Manager

February 27, 202026, 2021

Stanford J. Alexander

By:

/s/ Shelaghmichael C. Brown

Trust Manager

February 27, 202026, 2021

Shelaghmichael C. Brown

By:

/s/ Stephen A. Lasher

Trust Manager

February 27, 202026, 2021

Stephen A. Lasher

By:

/s/ Stephen C. Richter

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

February 27, 202026, 2021

Stephen C. Richter

By:

/s/ Thomas L. Ryan

Trust Manager

February 27, 202026, 2021

Thomas L. Ryan

By:

/s/ Douglas W. Schnitzer

Trust Manager

February 27, 202026, 2021

Douglas W. Schnitzer

By:

/s/ Joe D. Shafer

Senior Vice President/Chief Accounting Officer

(Principal Accounting Officer)

February 27, 202026, 2021

Joe D. Shafer

By:

/s/ C. Park Shaper

Trust Manager

February 27, 202026, 2021

C. Park Shaper

By:

/s/ Marc J. Shapiro

Trust Manager

February 27, 202026, 2021

Marc J. Shapiro


104

Schedule II

WEINGARTEN REALTY INVESTORS

VALUATION AND QUALIFYING ACCOUNTS

December 31, 2020, 2019,, 2018, and 2017

2018

(Amounts in thousands)

    

    

Charged

    

    

Balance at

to costs

Balance

beginning

and

at end of

Description

of period

expenses

Deductions (1)

period

2020

 

  

 

  

 

  

 

  

Tax Valuation Allowance

$

5,749

$

0

$

198

$

5,551

2019

 

  

 

  

 

  

 

  

Tax Valuation Allowance

$

12,787

$

0

$

7,038

$

5,749

2018

 

  

 

  

 

  

 

  

Tax Valuation Allowance

$

15,587

$

0

$

2,800

$

12,787

Description 
Balance at
beginning
of period
 
Charged
to costs
and
expenses
 
Deductions (1)
 
Balance
at end of
period
2019        
Tax Valuation Allowance $12,787
 $
 $7,038
 $5,749
2018        
Allowance for Doubtful Accounts (2)
 $7,516
 $2,361
 $3,022
 $6,855
Tax Valuation Allowance 15,587
 
 2,800
 12,787
2017        
Allowance for Doubtful Accounts $6,700
 $4,255
 $3,439
 $7,516
Tax Valuation Allowance 25,979
 
 10,392
 15,587
___________________
(1)The tax valuation allowance deductions for the year ended 2017 represents the effect of the change in the statutory tax rate as a result of the enactment of the Tax Act on December 22, 2017. For other periods presented, deductionsDeductions included write-offs of amounts previously reserved.
(2)With the implementation of ASU No. 2016-02 as of January 1, 2019 (see Note 2), the current guidance clarified that uncollectible lease payments were to be recognized as a reduction in revenues and were not considered an allowance. With this implementation, the Allowance for Doubtful Accounts was re-characterized to be appropriately reflected as reductions in Revenues for uncollectible amounts.

105

Schedule III


WEINGARTEN REALTY INVESTORS

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2019

2020

(Amounts in thousands)

Initial Cost to Company

Gross Amounts Carried at Close of Period

    

    

    

Cost 

    

    

    

    

    

    

    

Capitalized  

Total Costs, 

Subsequent  

Net of 

Date of 

Building and 

to  

Building and 

Total 

Accumulated 

Accumulated 

Encumbrances 

Acquisition / 

Description

Land

Improvements

Acquisition

Land

Improvements

(1)

Depreciation

Depreciation

(2)

Construction

Centers:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

10-Federal Shopping Center

$

1,791

$

7,470

$

2,121

$

1,791

$

9,591

$

11,382

$

(7,757)

$

3,625

$

(6,075)

 

03/20/2008

580 Market Place

 

3,892

 

15,570

 

4,197

 

3,889

 

19,770

 

23,659

 

(10,466)

 

13,193

 

 

04/02/2001

8000 Sunset Strip Shopping Center

 

18,320

 

73,431

 

10,315

 

18,320

 

83,746

 

102,066

 

(22,192)

 

79,874

 

 

06/27/2012

Alabama Shepherd Shopping Center

 

637

 

2,026

 

8,572

 

1,062

 

10,173

 

11,235

 

(6,512)

 

4,723

 

 

04/30/2004

Argyle Village Shopping Center

 

4,524

 

18,103

 

7,140

 

4,526

 

25,241

 

29,767

 

(11,693)

 

18,074

 

 

11/30/2001

Avent Ferry Shopping Center

 

1,952

 

7,814

 

1,557

 

1,952

 

9,371

 

11,323

 

(4,673)

 

6,650

 

 

04/04/2002

Baybrook Gateway

 

10,623

 

30,307

 

5,283

 

10,623

 

35,590

 

46,213

 

(8,075)

 

38,138

 

 

02/04/2015

Bellaire Blvd. Shopping Center

 

124

 

37

 

961

 

1,011

 

111

 

1,122

 

(55)

 

1,067

 

 

11/13/2008

Blalock Market at I 10

 

 

4,730

 

2,108

 

 

6,838

 

6,838

 

(5,747)

 

1,091

 

 

12/31/1990

Boca Lyons Plaza

 

3,676

 

14,706

 

6,727

 

3,651

 

21,458

 

25,109

 

(10,214)

 

14,895

 

 

08/17/2001

Broadway Marketplace

 

898

 

3,637

 

2,149

 

906

 

5,778

 

6,684

 

(4,146)

 

2,538

 

 

12/16/1993

Brownsville Commons

 

1,333

 

5,536

 

638

 

1,333

 

6,174

 

7,507

 

(2,386)

 

5,121

 

 

05/22/2006

Cambrian Park Plaza

 

48,803

 

1,089

 

189

 

48,851

 

1,230

 

50,081

 

(1,039)

 

49,042

 

 

02/27/2015

Camelback Miller Plaza

 

9,176

 

26,898

 

4,377

 

9,478

 

30,973

 

40,451

 

(1,257)

 

39,194

 

 

06/27/2019

Camelback Village Square

 

 

8,720

 

2,252

 

 

10,972

 

10,972

 

(6,826)

 

4,146

 

 

09/30/1994

Camp Creek Marketplace II

 

6,169

 

32,036

 

5,044

 

4,697

 

38,552

 

43,249

 

(13,662)

 

29,587

 

 

08/22/2006

Capital Square

 

1,852

 

7,406

 

2,043

 

1,852

 

9,449

 

11,301

 

(4,702)

 

6,599

 

 

04/04/2002

Centerwood Plaza

 

915

 

3,659

 

3,696

 

914

 

7,356

 

8,270

 

(4,084)

 

4,186

 

 

04/02/2001

Charleston Commons Shopping Center

 

23,230

 

36,877

 

6,710

 

23,210

 

43,607

 

66,817

 

(15,552)

 

51,265

 

 

12/20/2006

Chino Hills Marketplace

 

7,218

 

28,872

 

14,126

 

7,234

 

42,982

 

50,216

 

(24,707)

 

25,509

 

 

08/20/2002

Citadel Building

 

3,236

 

6,168

 

9,198

 

534

 

18,068

 

18,602

 

(15,770)

 

2,832

 

 

12/30/1975

College Park Shopping Center

 

2,201

 

8,845

 

8,372

 

2,641

 

16,777

 

19,418

 

(12,845)

 

6,573

 

(11,369)

 

11/16/1998

Colonial Plaza

 

10,806

 

43,234

 

18,864

 

10,813

 

62,091

 

72,904

 

(35,063)

 

37,841

 

 

02/21/2001

Countryside Centre

 

15,523

 

29,818

 

10,859

 

15,559

 

40,641

 

56,200

 

(18,420)

 

37,780

 

 

07/06/2007

Covington Esplanade

 

10,571

 

18,509

 

31

 

10,571

 

18,540

 

29,111

 

(705)

 

28,406

 

 

11/18/2019

Crossing At Stonegate

 

6,400

 

23,384

 

437

 

6,400

 

23,821

 

30,221

 

(3,508)

 

26,713

 

(13,261)

 

02/12/2016

Deerfield Mall

 

10,522

 

94,321

 

9,489

 

27,806

 

86,526

 

114,332

 

(13,576)

 

100,756

 

 

05/05/2016

Desert Village Shopping Center

3,362

14,969

2,562

3,362

17,531

20,893

(5,396)

15,497

 

10/28/2010

Edgewater Marketplace

 

4,821

 

11,225

 

2,424

 

4,821

 

13,649

 

18,470

 

(3,825)

 

14,645

 

 

11/19/2010

El Camino Promenade

 

4,431

 

20,557

 

5,418

 

4,429

 

25,977

 

30,406

 

(11,910)

 

18,496

 

 

05/21/2004

Embassy Lakes Shopping Center

 

2,803

 

11,268

 

2,963

 

2,803

 

14,231

 

17,034

 

(6,545)

 

10,489

 

 

12/18/2002

Entrada de Oro Plaza Shopping Center

 

6,041

 

10,511

 

1,721

 

6,115

 

12,158

 

18,273

 

(4,950)

 

13,323

 

 

01/22/2007

106

Initial Cost to Company

Gross Amounts Carried at Close of Period

    

    

    

Cost 

    

    

    

    

    

    

    

Capitalized  

Total Costs, 

Subsequent  

Net of 

Date of 

Building and 

to  

Building and 

Total 

Accumulated 

Accumulated 

Encumbrances 

Acquisition / 

Description

Land

Improvements

Acquisition

Land

Improvements

(1)

Depreciation

Depreciation

(2)

Construction

Epic Village St. Augustine

$

283

$

1,171

$

3,331

$

110

$

4,675

$

4,785

$

(3,792)

$

993

$

 

09/30/2009

Falls Pointe Shopping Center

 

3,535

 

14,289

 

1,633

 

3,542

 

15,915

 

19,457

 

(7,339)

 

12,118

 

 

12/17/2002

Festival on Jefferson Court

5,041

13,983

4,275

5,022

18,277

23,299

(8,792)

14,507

 

12/22/2004

Fiesta Trails

 

8,825

 

32,790

 

15,034

 

11,267

 

45,382

 

56,649

 

(18,429)

 

38,220

 

 

09/30/2003

Fountain Plaza

 

1,319

 

5,276

 

2,811

 

1,095

 

8,311

 

9,406

 

(5,253)

 

4,153

 

 

03/10/1994

Francisco Center

 

1,999

 

7,997

 

5,701

 

2,403

 

13,294

 

15,697

 

(9,274)

 

6,423

 

(10,327)

 

11/16/1998

Freedom Centre

 

2,929

 

15,302

 

6,266

 

6,944

 

17,553

 

24,497

 

(8,290)

 

16,207

 

 

06/23/2006

Galveston Place

2,713

5,522

6,223

3,279

11,179

14,458

(9,141)

5,317

 

11/30/1983

Gateway Plaza

4,812

19,249

5,637

4,808

24,890

29,698

(13,390)

16,308

(23,000)

 

04/02/2001

Grayson Commons

 

3,180

 

9,023

 

686

 

3,163

 

9,726

 

12,889

 

(4,029)

 

8,860

 

(3,440)

 

11/09/2004

Greenhouse Marketplace

 

4,607

 

22,771

 

4,935

 

4,750

 

27,563

 

32,313

 

(12,892)

 

19,421

 

 

01/28/2004

Griggs Road Shopping Center

 

257

 

2,303

 

678

 

257

 

2,981

 

3,238

 

(2,123)

 

1,115

 

 

03/20/2008

Harrisburg Plaza

 

1,278

 

3,924

 

1,409

 

1,278

 

5,333

 

6,611

 

(4,532)

 

2,079

 

(9,318)

 

03/20/2008

HEB - Dairy Ashford & Memorial

 

1,717

 

4,234

 

 

1,717

 

4,234

 

5,951

 

(1,662)

 

4,289

 

 

03/06/2012

Heights Plaza Shopping Center

 

58

 

699

 

2,633

 

1,055

 

2,335

 

3,390

 

(1,900)

 

1,490

 

 

06/30/1995

High House Crossing

 

2,576

 

10,305

 

2,712

 

2,576

 

13,017

 

15,593

 

(5,348)

 

10,245

 

 

04/04/2002

Highland Square

 

 

 

1,970

 

 

1,970

 

1,970

 

(762)

 

1,208

 

 

10/06/1959

Hilltop Village Center

 

3,196

 

7,234

 

54,046

 

3,960

 

60,516

 

64,476

 

(28,818)

 

35,658

 

 

01/01/2016

Hope Valley Commons

 

2,439

 

8,487

 

554

 

2,439

 

9,041

 

11,480

 

(2,661)

 

8,819

 

 

08/31/2010

I45/Telephone Rd.

 

678

 

11,182

 

461

 

678

 

11,643

 

12,321

 

(7,316)

 

5,005

 

(11,246)

 

03/20/2008

Independence Plaza I & II

 

19,351

 

31,627

 

2,539

 

19,351

 

34,166

 

53,517

 

(11,919)

 

41,598

 

(11,678)

 

06/11/2013

Kings Crossing

3,570

8,147

1,079

3,585

9,211

12,796

(6,264)

6,532

11/13/2008

Lakeside Marketplace

 

6,064

 

22,989

 

6,117

 

6,150

 

29,020

 

35,170

 

(10,510)

 

24,660

 

 

08/22/2006

Largo Mall

 

10,817

 

40,906

 

8,851

 

10,810

 

49,764

 

60,574

 

(22,591)

 

37,983

 

 

03/01/2004

League City Plaza

 

1,918

 

7,592

 

4,794

 

2,261

 

12,043

 

14,304

 

(6,368)

 

7,936

 

 

03/20/2008

Leesville Towne Centre

 

7,183

 

17,162

 

2,565

 

7,223

 

19,687

 

26,910

 

(8,544)

 

18,366

 

 

01/30/2004

Lowry Town Center

 

1,889

 

23,165

 

1,084

 

1,889

 

24,249

 

26,138

 

(3,000)

 

23,138

 

 

09/14/2016

Madera Village Shopping Center

 

3,788

 

13,507

 

1,655

 

3,816

 

15,134

 

18,950

 

(5,901)

 

13,049

 

 

03/13/2007

Madison Village Marketplace

 

3,157

 

13,123

 

712

 

3,158

 

13,834

 

16,992

 

(724)

 

16,268

 

 

03/28/2019

Mendenhall Commons

2,655

9,165

1,088

2,677

10,231

12,908

(4,288)

8,620

 

11/13/2008

Monte Vista Village Center

 

1,485

 

58

 

5,898

 

755

 

6,686

 

7,441

 

(4,513)

 

2,928

 

 

12/31/2004

Mueller Regional Retail Center

 

10,382

 

56,303

 

5,720

 

11,190

 

61,215

 

72,405

 

(18,838)

 

53,567

 

 

10/03/2013

North Creek Plaza

 

6,915

 

25,625

 

8,105

 

7,617

 

33,028

 

40,645

 

(15,063)

 

25,582

 

 

08/19/2004

North Towne Plaza

 

960

 

3,928

 

9,632

 

879

 

13,641

 

14,520

 

(10,031)

 

4,489

 

 

02/15/1990

North Towne Plaza

 

6,646

 

99

 

(5,553)

 

259

 

933

 

1,192

 

(719)

 

473

 

 

04/01/2010

Northwoods Shopping Center

 

1,768

 

7,071

 

768

 

1,772

 

7,835

 

9,607

 

(3,924)

 

5,683

 

 

04/04/2002

Oak Forest Shopping Center

 

760

 

2,726

 

7,365

 

1,358

 

9,493

 

10,851

 

(7,161)

 

3,690

 

 

12/30/1976

Oracle Wetmore Shopping

 

24,686

 

26,878

 

1,627

 

11,553

 

41,638

 

53,191

 

(18,111)

 

35,080

 

 

01/22/2007

Perimeter Village

 

29,701

 

42,337

 

5,469

 

34,404

 

43,103

 

77,507

 

(18,094)

 

59,413

 

(28,720)

 

07/03/2007

Phillips Crossing

 

 

1

 

28,473

 

872

 

27,602

 

28,474

 

(16,079)

 

12,395

 

 

09/30/2009

Phoenix Office Building

 

1,696

 

3,255

 

1,737

 

1,773

 

4,915

 

6,688

 

(2,416)

 

4,272

 

 

01/31/2007

Pike Center

 

 

40,537

 

3,461

 

 

43,998

 

43,998

 

(16,705)

 

27,293

 

 

08/14/2012

Plantation Centre

 

3,463

 

14,821

 

2,427

 

3,471

 

17,240

 

20,711

 

(7,631)

 

13,080

 

 

08/19/2004

107

Initial Cost to Company

Gross Amounts Carried at Close of Period

    

    

    

Cost 

    

    

    

    

    

    

    

Capitalized  

Total Costs, 

Subsequent  

Net of 

Date of 

Building and 

to  

Building and 

Total 

Accumulated 

Accumulated 

Encumbrances 

Acquisition / 

Description

Land

Improvements

Acquisition

Land

Improvements

(1)

Depreciation

Depreciation

(2)

Construction

Pueblo Anozira Shopping Center

$

2,750

$

11,000

$

5,858

$

2,768

$

16,840

$

19,608

$

(11,349)

$

8,259

$

(13,170)

 

06/16/1994

Raintree Ranch Center

 

11,442

 

595

 

18,066

 

10,983

 

19,120

 

30,103

 

(12,690)

 

17,413

 

 

03/31/2008

Rancho San Marcos Village

 

3,533

 

14,138

 

6,139

 

3,887

 

19,923

 

23,810

 

(9,531)

 

14,279

 

 

02/26/2003

Rancho Towne and Country

1,161

4,647

842

1,166

5,484

6,650

(3,630)

3,020

 

10/16/1995

Red Mountain Gateway

2,166

89

13,120

3,317

12,058

15,375

(6,178)

9,197

 

12/31/2003

Richmond Square

1,993

953

12,948

13,903

1,991

15,894

(1,425)

14,469

 

12/31/1996

Ridgeway Trace

 

26,629

 

544

 

26,386

 

16,100

 

37,459

 

53,559

 

(19,820)

 

33,739

 

 

11/09/2006

River Oaks Shopping Center - East

 

1,354

 

1,946

 

471

 

1,363

 

2,408

 

3,771

 

(2,075)

 

1,696

 

 

12/04/1992

River Oaks Shopping Center - West

 

3,320

 

17,741

 

35,955

 

3,993

 

53,023

 

57,016

 

(30,097)

 

26,919

 

 

12/04/1992

River Point at Sheridan

 

28,898

 

4,042

 

29,855

 

11,848

 

50,947

 

62,795

 

(17,652)

 

45,143

 

 

04/01/2010

Roswell Corners

 

6,136

 

21,447

 

7,321

 

7,103

 

27,801

 

34,904

 

(11,415)

 

23,489

 

 

06/24/2004

Roswell Crossing Shopping Center

 

7,625

 

18,573

 

1,546

 

7,625

 

20,119

 

27,744

 

(7,839)

 

19,905

 

 

07/18/2012

San Marcos Plaza

 

1,360

 

5,439

 

1,612

 

1,358

 

7,053

 

8,411

 

(3,370)

 

5,041

 

 

04/02/2001

Scottsdale Horizon

 

 

3,241

 

39,902

 

12,914

 

30,229

 

43,143

 

(8,846)

 

34,297

 

 

01/22/2007

Scottsdale Waterfront

 

10,281

 

40,374

 

2,495

 

21,586

 

31,564

 

53,150

 

(4,030)

 

49,120

 

 

08/17/2016

Sea Ranch Centre

 

11,977

 

4,219

 

2,545

 

11,977

 

6,764

 

18,741

 

(2,581)

 

16,160

 

 

03/06/2013

Shoppes at Bears Path

 

3,252

 

5,503

 

1,727

 

3,290

 

7,192

 

10,482

 

(2,924)

 

7,558

 

 

03/13/2007

Shoppes at Memorial Villages

1,417

4,786

13,105

3,332

15,976

19,308

(9,812)

9,496

 

01/11/2012

Shops at Kirby Drive

 

1,201

 

945

 

293

 

1,202

 

1,237

2,439

 

(567)

 

1,872

 

 

05/27/2008

Shops at Three Corners

 

6,215

 

9,303

 

11,488

 

10,587

 

16,419

27,006

 

(12,333)

 

14,673

 

 

12/31/1989

Silver Creek Plaza

 

3,231

 

12,924

 

10,613

 

3,228

 

23,540

26,768

 

(9,551)

 

17,217

 

 

04/02/2001

Six Forks Shopping Center

 

6,678

 

26,759

 

7,283

 

6,728

 

33,992

40,720

 

(17,632)

 

23,088

 

 

04/04/2002

Southampton Center

 

4,337

 

17,349

 

3,372

 

4,333

 

20,725

25,058

 

(11,127)

 

13,931

 

(19,750)

 

04/02/2001

Southgate Shopping Center

 

232

 

8,389

 

781

 

231

 

9,171

9,402

 

(6,326)

 

3,076

 

(6,234)

 

03/20/2008

Squaw Peak Plaza

 

816

 

3,266

 

3,600

 

818

 

6,864

7,682

 

(4,608)

 

3,074

 

 

12/20/1994

Stevens Creek Central

 

41,812

 

45,997

 

7,531

 

45,942

 

49,398

95,340

 

(1,586)

 

93,754

 

 

11/08/2019

Stonehenge Market

 

4,740

 

19,001

 

4,020

 

4,740

 

23,021

27,761

 

(11,199)

 

16,562

 

 

04/04/2002

Stony Point Plaza

 

3,489

 

13,957

 

11,492

 

3,453

 

25,485

28,938

 

(14,508)

 

14,430

 

 

04/02/2001

Sunset 19 Shopping Center

 

5,519

 

22,076

 

26,440

 

5,996

 

48,039

54,035

 

(15,560)

 

38,475

 

 

10/29/2001

The Centre at Post Oak

 

13,731

 

115

 

25,724

 

17,822

 

21,748

39,570

 

(15,690)

 

23,880

 

 

12/31/1996

The Commons at Dexter Lake

 

4,946

 

18,948

 

5,130

 

4,988

 

24,036

29,024

 

(11,090)

 

17,934

 

 

11/13/2008

The Palms at Town & Country

 

56,833

 

195,203

 

10,125

 

79,673

 

182,488

262,161

 

(26,868)

 

235,293

 

 

07/27/2016

The Shops at Hilshire Village

 

12,929

 

20,666

 

2,356

 

13,959

 

21,992

35,951

 

(841)

 

35,110

 

 

10/24/2019

The Whittaker

 

5,237

 

19,395

 

3,577

 

5,315

 

22,894

28,209

 

(2,053)

 

26,156

 

 

01/01/2019

Thompson Bridge Commons

 

604

 

 

625

 

513

 

716

1,229

 

(183)

 

1,046

 

 

04/26/2005

Thousand Oaks Shopping Center

 

2,973

 

13,142

 

1,335

 

2,973

 

14,477

17,450

 

(6,825)

 

10,625

 

(11,378)

 

03/20/2008

TJ Maxx Plaza

 

3,400

 

19,283

 

4,380

 

3,430

 

23,633

27,063

 

(10,544)

 

16,519

 

 

03/01/2004

Tomball Marketplace

 

9,616

 

262

 

26,873

 

6,726

 

30,025

36,751

 

(16,448)

 

20,303

 

 

04/12/2006

Trenton Crossing

 

9,855

 

29,133

 

2,958

 

9,855

 

32,091

41,946

 

(5,445)

 

36,501

 

 

08/31/2015

Valley Shopping Center

 

4,293

 

13,736

 

(504)

 

6,086

 

11,439

17,525

 

(4,860)

 

12,665

 

 

04/07/2006

Village Green Center

 

8,717

 

18,694

 

27

 

8,716

 

18,722

27,438

 

(588)

 

26,850

 

(17,719)

 

03/11/2020

Village Plaza at Bunker Hill

 

42,506

 

98,090

 

 

42,506

 

98,090

140,596

 

(122)

 

140,474

 

(69,387)

 

12/11/2020

Vizcaya Square Shopping Center

 

3,044

 

12,226

 

2,641

 

3,044

 

14,867

17,911

 

(7,194)

 

10,717

 

 

12/18/2002

108

Initial Cost to Company

Gross Amounts Carried at Close of Period

    

    

    

Cost 

    

    

    

    

    

    

    

Capitalized  

Total Costs, 

Subsequent  

Net of 

Date of 

Building and 

to  

Building and 

Total 

Accumulated 

Accumulated 

Encumbrances 

Acquisition / 

Description

Land

Improvements

Acquisition

Land

Improvements

(1)

Depreciation

Depreciation

(2)

Construction

Wellington Green Commons & Pad

 

$

16,500

 

$

32,489

 

$

3,489

 

$

16,500

 

$

35,978

$

52,478

 

$

(5,929)

 

$

46,549

 

$

(16,678)

 

04/20/2015

Westchase Shopping Center

 

3,085

 

7,920

 

13,941

 

3,189

 

21,757

24,946

 

(15,234)

 

9,712

 

(15,057)

 

08/29/1978

Westhill Village Shopping Center

 

408

 

3,002

 

7,106

 

437

 

10,079

10,516

 

(6,590)

 

3,926

 

 

05/01/1958

Westminster Center

 

11,215

 

44,871

 

10,161

 

11,204

 

55,043

66,247

 

(29,249)

 

36,998

 

(47,250)

 

04/02/2001

Winter Park Corners

 

2,159

 

8,636

 

15,509

 

2,257

 

24,047

26,304

 

(6,666)

 

19,638

 

 

09/06/2001

 

841,761

 

2,123,550

 

831,410

 

903,284

 

2,893,437

 

3,796,721

 

(1,116,075)

 

2,680,646

 

(345,057)

New Development/Redevelopment:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

West Alex

 

39,029

 

2,669

 

149,419

 

42,448

 

148,669

 

191,117

 

(9,417)

 

181,700

 

 

11/01/2016

The Driscoll at River Oaks

 

214

 

 

126,127

 

2,509

 

123,832

 

126,341

 

(998)

 

125,343

 

 

12/04/1992

 

39,243

 

2,669

 

275,546

 

44,957

 

272,501

 

317,458

 

(10,415)

 

307,043

 

Miscellaneous (not to exceed 5% of total)

 

80,212

 

3,096

 

48,847

 

60,147

 

72,008

 

132,155

 

(35,480)

 

96,675

 

 

  

Total of Portfolio

$

961,216

$

2,129,315

$

1,155,803

$

1,008,388

$

3,237,946

$

4,246,334

$

(1,161,970)

$

3,084,364

$

(345,057)

 

  

  Initial Cost to Company   Gross Amounts Carried at Close of Period        
Description Land 
Building and
Improvements
 Cost
Capitalized
Subsequent 
to
Acquisition
 Land Building and Improvements 
Total
(1)
 
Accumulated
Depreciation
 
Total Costs,
Net of
Accumulated
Depreciation
 
Encumbrances
(2)
 
Date of
Acquisition /
Construction
Centers:                    
10-Federal Shopping Center $1,791
 $7,470
 $1,417
 $1,791
 $8,887
 $10,678
 $(7,694) $2,984
 $(6,191) 03/20/2008
580 Market Place 3,892
 15,570
 4,136
 3,889
 19,709
 23,598
 (9,794) 13,804
 
 04/02/2001
8000 Sunset Strip Shopping Center 18,320
 73,431
 8,776
 18,320
 82,207
 100,527
 (19,366) 81,161
 
 06/27/2012
Alabama Shepherd Shopping Center 637
 2,026
 8,401
 1,062
 10,002
 11,064
 (6,158) 4,906
 
 04/30/2004
Argyle Village Shopping Center 4,524
 18,103
 4,813
 4,526
 22,914
 27,440
 (10,688) 16,752
 
 11/30/2001
Avent Ferry Shopping Center 1,952
 7,814
 1,494
 1,952
 9,308
 11,260
 (4,371) 6,889
 
 04/04/2002
Baybrook Gateway 10,623
 30,307
 5,283
 10,623
 35,590
 46,213
 (6,412) 39,801
 
 02/04/2015
Bellaire Blvd. Shopping Center 124
 37
 936
 1,011
 86
 1,097
 (49) 1,048
 
 11/13/2008
Blalock Market at I-10 
 4,730
 2,097
 
 6,827
 6,827
 (5,688) 1,139
 
 12/31/1990
Boca Lyons Plaza 3,676
 14,706
 6,277
 3,651
 21,008
 24,659
 (9,367) 15,292
 
 08/17/2001
Broadway Marketplace 898
 3,637
 2,234
 906
 5,863
 6,769
 (3,964) 2,805
 
 12/16/1993
Brownsville Commons 1,333
 5,536
 618
 1,333
 6,154
 7,487
 (2,196) 5,291
 
 05/22/2006
Bull City Market 930
 6,651
 1,001
 930
 7,652
 8,582
 (2,910) 5,672
 
 06/10/2005
Cambrian Park Plaza 48,803
 1,089
 189
 48,851
 1,230
 50,081
 (1,001) 49,080
 
 02/27/2015
Camelback Miller Plaza 9,176
 26,898
 154
 9,176
 27,052
 36,228
 (430) 35,798
 
 06/27/2019
Camelback Village Square 
 8,720
 1,511
 
 10,231
 10,231
 (6,497) 3,734
 
 09/30/1994
Camp Creek Marketplace II 6,169
 32,036
 4,946
 4,697
 38,454
 43,151
 (12,393) 30,758
 
 08/22/2006
Capital Square 1,852
 7,406
 2,272
 1,852
 9,678
 11,530
 (4,694) 6,836
 
 04/04/2002
Centerwood Plaza 915
 3,659
 3,697
 914
 7,357
 8,271
 (3,698) 4,573
 
 04/02/2001
Charleston Commons Shopping Center 23,230
 36,877
 3,791
 23,210
 40,688
 63,898
 (14,411) 49,487
 
 12/20/2006
Chino Hills Marketplace 7,218
 28,872
 13,424
 7,234
 42,280
 49,514
 (23,453) 26,061
 
 08/20/2002
Citadel Building 3,236
 6,168
 9,067
 534
 17,937
 18,471
 (15,349) 3,122
 
 12/30/1975
College Park Shopping Center 2,201
 8,845
 8,000
 2,641
 16,405
 19,046
 (12,481) 6,565
 (11,425) 11/16/1998
Colonial Plaza 10,806
 43,234
 16,507
 10,813
 59,734
 70,547
 (33,169) 37,378
 
 02/21/2001
Countryside Centre 15,523
 29,818
 10,717
 15,559
 40,499
 56,058
 (16,712) 39,346
 
 07/06/2007
Covington Esplanade 10,571
 18,509
 
 10,571
 18,509
 29,080
 (79) 29,001
 
 11/18/2019
Crossing At Stonegate 6,400
 23,384
 356
 6,400
 23,740
 30,140
 (2,797) 27,343
 (13,614) 02/12/2016

Schedule III

  Initial Cost to Company   Gross Amounts Carried at Close of Period        
Description Land 
Building and
Improvements
 Cost
Capitalized
Subsequent 
to
Acquisition
 Land Building and Improvements 
Total
(1)
 
Accumulated
Depreciation
 
Total Costs,
Net of
Accumulated
Depreciation
 
Encumbrances
(2)
 
Date of
Acquisition /
Construction
Deerfield Mall $10,522
 $94,321
 $7,445
 $27,806
 $84,482
 $112,288
 $(10,259) $102,029
 $
 05/05/2016
Desert Village Shopping Center 3,362
 14,969
 2,488
 3,362
 17,457
 20,819
 (4,763) 16,056
 
 10/28/2010
Edgewater Marketplace 4,821
 11,225
 835
 4,821
 12,060
 16,881
 (3,429) 13,452
 
 11/19/2010
El Camino Promenade 4,431
 20,557
 5,020
 4,429
 25,579
 30,008
 (11,272) 18,736
 
 05/21/2004
Embassy Lakes Shopping Center 2,803
 11,268
 2,515
 2,803
 13,783
 16,586
 (6,018) 10,568
 
 12/18/2002
Entrada de Oro Plaza Shopping Center 6,041
 10,511
 2,120
 6,115
 12,557
 18,672
 (5,020) 13,652
 
 01/22/2007
Epic Village St. Augustine 283
 1,171
 3,702
 320
 4,836
 5,156
 (3,780) 1,376
 
 09/30/2009
Falls Pointe Shopping Center 3,535
 14,289
 1,649
 3,542
 15,931
 19,473
 (6,840) 12,633
 
 12/17/2002
Festival on Jefferson Court 5,041
 13,983
 4,048
 5,022
 18,050
 23,072
 (8,235) 14,837
 
 12/22/2004
Fiesta Trails 8,825
 32,790
 14,342
 11,267
 44,690
 55,957
 (16,895) 39,062
 
 09/30/2003
Fountain Plaza 1,319
 5,276
 2,591
 1,095
 8,091
 9,186
 (5,065) 4,121
 
 03/10/1994
Francisco Center 1,999
 7,997
 4,963
 2,403
 12,556
 14,959
 (8,958) 6,001
 (10,379) 11/16/1998
Freedom Centre 2,929
 15,302
 6,009
 6,944
 17,296
 24,240
 (7,815) 16,425
 
 06/23/2006
Galleria Shopping Center 10,795
 10,339
 9,490
 10,504
 20,120
 30,624
 (6,594) 24,030
 
 12/11/2006
Galveston Place 2,713
 5,522
 6,242
 3,279
 11,198
 14,477
 (9,031) 5,446
 
 11/30/1983
Gateway Plaza 4,812
 19,249
 5,611
 4,808
 24,864
 29,672
 (12,503) 17,169
 (23,000) 04/02/2001
Grayson Commons 3,180
 9,023
 619
 3,163
 9,659
 12,822
 (3,739) 9,083
 (3,858) 11/09/2004
Greenhouse Marketplace 4,607
 22,771
 4,581
 4,750
 27,209
 31,959
 (11,954) 20,005
 
 01/28/2004
Griggs Road Shopping Center 257
 2,303
 678
 257
 2,981
 3,238
 (1,966) 1,272
 
 03/20/2008
Harrisburg Plaza 1,278
 3,924
 1,424
 1,278
 5,348
 6,626
 (4,399) 2,227
 (9,496) 03/20/2008
HEB - Dairy Ashford & Memorial 1,717
 4,234
 
 1,717
 4,234
 5,951
 (1,474) 4,477
 
 03/06/2012
Heights Plaza Shopping Center 58
 699
 2,613
 1,055
 2,315
 3,370
 (1,816) 1,554
 
 06/30/1995
High House Crossing 2,576
 10,305
 656
 2,576
 10,961
 13,537
 (5,067) 8,470
 
 04/04/2002
Highland Square 
 
 1,970
 
 1,970
 1,970
 (708) 1,262
 
 10/06/1959
Hilltop Village Center 3,196
 7,234
 53,978
 3,960
 60,448
 64,408
 (23,748) 40,660
 
 01/01/2016
Hope Valley Commons 2,439
 8,487
 541
 2,439
 9,028
 11,467
 (2,403) 9,064
 
 08/31/2010
I45/Telephone Rd. 678
 11,182
 535
 678
 11,717
 12,395
 (7,123) 5,272
 (11,461) 03/20/2008
Independence Plaza I & II 19,351
 31,627
 2,538
 19,351
 34,165
 53,516
 (10,347) 43,169
 (12,921) 06/11/2013
Lakeside Marketplace 6,064
 22,989
 3,806
 6,150
 26,709
 32,859
 (10,246) 22,613
 
 08/22/2006
Largo Mall 10,817
 40,906
 8,715
 10,810
 49,628
 60,438
 (21,000) 39,438
 
 03/01/2004
League City Plaza 1,918
 7,592
 3,229
 2,261
 10,478
 12,739
 (5,905) 6,834
 
 03/20/2008
Leesville Towne Centre 7,183
 17,162
 1,927
 7,223
 19,049
 26,272
 (7,972) 18,300
 
 01/30/2004
Lowry Town Center 1,889
 23,165
 617
 1,889
 23,782
 25,671
 (2,272) 23,399
 
 09/14/2016

Schedule III

  Initial Cost to Company   Gross Amounts Carried at Close of Period        
Description Land 
Building and
Improvements
 Cost
Capitalized
Subsequent 
to
Acquisition
 Land Building and Improvements 
Total
(1)
 
Accumulated
Depreciation
 
Total Costs,
Net of
Accumulated
Depreciation
 
Encumbrances
(2)
 
Date of
Acquisition /
Construction
Madera Village Shopping Center $3,788
 $13,507
 $1,590
 $3,816
 $15,069
 $18,885
 $(5,540) $13,345
 $
 03/13/2007
Madison Village Marketplace 3,157
 13,123
 115
 3,158
 13,237
 16,395
 (311) 16,084
 
 03/28/2019
Market at Westchase Shopping Center 1,199
 5,821
 4,241
 1,415
 9,846
 11,261
 (6,815) 4,446
 
 02/15/1991
Mendenhall Commons 2,655
 9,165
 1,092
 2,677
 10,235
 12,912
 (3,949) 8,963
 
 11/13/2008
Monte Vista Village Center 1,485
 58
 5,817
 755
 6,605
 7,360
 (4,369) 2,991
 
 12/31/2004
Mueller Regional Retail Center 10,382
 56,303
 1,578
 10,382
 57,881
 68,263
 (16,169) 52,094
 
 10/03/2013
North Creek Plaza 6,915
 25,625
 7,792
 7,617
 32,715
 40,332
 (14,100) 26,232
 
 08/19/2004
North Towne Plaza 960
 3,928
 9,644
 879
 13,653
 14,532
 (9,616) 4,916
 
 02/15/1990
North Towne Plaza 6,646
 99
 (5,553) 259
 933
 1,192
 (682) 510
 
 04/01/2010
Northwoods Shopping Center 1,768
 7,071
 758
 1,772
 7,825
 9,597
 (3,685) 5,912
 
 04/04/2002
Oak Forest Shopping Center 760
 2,726
 7,290
 1,358
 9,418
 10,776
 (6,814) 3,962
 
 12/30/1976
Oracle Wetmore Shopping Center 24,686
 26,878
 8,494
 13,813
 46,245
 60,058
 (16,548) 43,510
 
 01/22/2007
Overton Park Plaza 9,266
 37,789
 16,513
 9,264
 54,304
 63,568
 (24,977) 38,591
 
 10/24/2003
Parliament Square II 2
 10
 1,183
 3
 1,192
 1,195
 (1,105) 90
 
 06/24/2005
Perimeter Village 29,701
 42,337
 5,202
 34,404
 42,836
 77,240
 (16,708) 60,532
 (29,616) 07/03/2007
Phillips Crossing 
 1
 28,515
 872
 27,644
 28,516
 (15,768) 12,748
 
 09/30/2009
Phoenix Office Building 1,696
 3,255
 1,700
 1,773
 4,878
 6,651
 (2,260) 4,391
 
 01/31/2007
Pike Center 
 40,537
 3,314
 
 43,851
 43,851
 (14,558) 29,293
 
 08/14/2012
Plantation Centre 3,463
 14,821
 2,409
 3,471
 17,222
 20,693
 (7,125) 13,568
 
 08/19/2004
Pueblo Anozira Shopping Center 2,750
 11,000
 5,764
 2,768
 16,746
 19,514
 (10,975) 8,539
 (13,581) 06/16/1994
Raintree Ranch Center 11,442
 595
 18,021
 10,983
 19,075
 30,058
 (12,403) 17,655
 
 03/31/2008
Rancho San Marcos Village 3,533
 14,138
 6,141
 3,887
 19,925
 23,812
 (8,918) 14,894
 
 02/26/2003
Rancho Towne and Country 1,161
 4,647
 773
 1,166
 5,415
 6,581
 (3,474) 3,107
 
 10/16/1995
Randalls Center/Kings Crossing 3,570
 8,147
 761
 3,585
 8,893
 12,478
 (6,033) 6,445
 
 11/13/2008
Red Mountain Gateway 2,166
 89
 13,012
 3,317
 11,950
 15,267
 (5,810) 9,457
 
 12/31/2003
Richmond Square 1,993
 953
 12,996
 14,037
 1,905
 15,942
 (1,382) 14,560
 
 12/31/1996
Ridgeway Trace 26,629
 544
 26,306
 16,100
 37,379
 53,479
 (18,013) 35,466
 
 11/09/2006
River Oaks Shopping Center - East 1,354
 1,946
 392
 1,363
 2,329
 3,692
 (2,044) 1,648
 
 12/04/1992
River Oaks Shopping Center - West 3,320
 17,741
 35,242
 3,993
 52,310
 56,303
 (29,007) 27,296
 
 12/04/1992
River Point at Sheridan 28,898
 4,042
 26,705
 11,819
 47,826
 59,645
 (15,461) 44,184
 
 04/01/2010
Roswell Corners 6,136
 21,447
 6,903
 7,103
 27,383
 34,486
 (10,300) 24,186
 
 06/24/2004
Roswell Crossing Shopping Center 7,625
 18,573
 1,480
 7,625
 20,053
 27,678
 (6,862) 20,816
 
 07/18/2012

Schedule III

  Initial Cost to Company   Gross Amounts Carried at Close of Period        
Description Land 
Building and
Improvements
 Cost
Capitalized
Subsequent 
to
Acquisition
 Land Building and Improvements 
Total
(1)
 
Accumulated
Depreciation
 
Total Costs,
Net of
Accumulated
Depreciation
 
Encumbrances
(2)
 
Date of
Acquisition /
Construction
San Marcos Plaza $1,360
 $5,439
 $1,394
 $1,358
 $6,835
 $8,193
 $(3,110) $5,083
 $
 04/02/2001
Scottsdale Horizon 
 3,241
 39,756
 12,914
 30,083
 42,997
 (7,405) 35,592
 
 01/22/2007
Scottsdale Waterfront 10,281
 40,374
 1,848
 21,586
 30,917
 52,503
 (2,957) 49,546
 
 08/17/2016
Sea Ranch Centre 11,977
 4,219
 2,356
 11,977
 6,575
 18,552
 (2,154) 16,398
 
 03/06/2013
Shoppes at Bears Path 3,252
 5,503
 1,797
 3,290
 7,262
 10,552
 (2,931) 7,621
 
 03/13/2007
Shoppes at Memorial Villages 1,417
 4,786
 13,153
 3,332
 16,024
 19,356
 (9,438) 9,918
 
 01/11/2012
Shoppes of South Semoran 5,339
 9,785
 (1,315) 5,672
 8,137
 13,809
 (2,950) 10,859
 
 08/31/2007
Shops at Kirby Drive 1,201
 945
 272
 1,202
 1,216
 2,418
 (540) 1,878
 
 05/27/2008
Shops at Three Corners 6,215
 9,303
 11,448
 10,587
 16,379
 26,966
 (11,868) 15,098
 
 12/31/1989
Silver Creek Plaza 3,231
 12,924
 9,876
 3,228
 22,803
 26,031
 (8,624) 17,407
 
 04/02/2001
Six Forks Shopping Center 6,678
 26,759
 6,668
 6,728
 33,377
 40,105
 (16,531) 23,574
 
 04/04/2002
Southampton Center 4,337
 17,349
 3,353
 4,333
 20,706
 25,039
 (10,656) 14,383
 (19,750) 04/02/2001
Southgate Shopping Center 232
 8,389
 777
 231
 9,167
 9,398
 (6,227) 3,171
 (6,353) 03/20/2008
Squaw Peak Plaza 816
 3,266
 3,563
 818
 6,827
 7,645
 (4,389) 3,256
 
 12/20/1994
Stevens Creek Central 41,812
 45,997
 
 41,812
 45,997
 87,809
 (169) 87,640
 
 11/08/2019
Stonehenge Market 4,740
 19,001
 2,877
 4,740
 21,878
 26,618
 (10,528) 16,090
 
 04/04/2002
Stony Point Plaza 3,489
 13,957
 11,401
 3,453
 25,394
 28,847
 (13,411) 15,436
 
 04/02/2001
Sunset 19 Shopping Center 5,519
 22,076
 25,410
 5,899
 47,106
 53,005
 (13,421) 39,584
 
 10/29/2001
The Centre at Post Oak 13,731
 115
 25,591
 17,822
 21,615
 39,437
 (14,868) 24,569
 
 12/31/1996
The Commons at Dexter Lake 4,946
 18,948
 4,064
 4,988
 22,970
 27,958
 (10,210) 17,748
 
 11/13/2008
The Palms at Town & Country 56,833
 195,203
 8,181
 79,673
 180,544
 260,217
 (20,529) 239,688
 
 07/27/2016
The Shops at Hilshire Village 12,929
 20,666
 
 12,929
 20,666
 33,595
 (141) 33,454
 
 10/24/2019
The Westside Center 14,952
 10,350
 558
 14,952
 10,908
 25,860
 (1,282) 24,578
 
 12/22/2015
The Whittaker 5,237
 19,395
 3,386
 5,315
 22,703
 28,018
 (1,318) 26,700
 
 01/01/2019
Thompson Bridge Commons 604
 
 625
 513
 716
 1,229
 (165) 1,064
 
 04/26/2005
Thousand Oaks Shopping Center 2,973
 13,142
 1,190
 2,973
 14,332
 17,305
 (6,364) 10,941
 (11,595) 03/20/2008
TJ Maxx Plaza 3,400
 19,283
 4,268
 3,430
 23,521
 26,951
 (9,756) 17,195
 
 03/01/2004
Tomball Marketplace 9,616
 262
 26,559
 6,726
 29,711
 36,437
 (15,395) 21,042
 
 04/12/2006
Trenton Crossing/North McAllen 9,855
 29,133
 2,803
 9,855
 31,936
 41,791
 (4,255) 37,536
 
 08/31/2015
Valley Shopping Center 4,293
 13,736
 5,298
 8,910
 14,417
 23,327
 (4,258) 19,069
 
 04/07/2006
Vizcaya Square Shopping Center 3,044
 12,226
 2,631
 3,044
 14,857
 17,901
 (6,660) 11,241
 
 12/18/2002
Wellington Green Commons & Pad 16,500
 32,489
 3,179
 16,500
 35,668
 52,168
 (4,773) 47,395
 (17,338) 04/20/2015

Schedule III

  Initial Cost to Company   Gross Amounts Carried at Close of Period        
Description Land 
Building and
Improvements
 Cost
Capitalized
Subsequent 
to
Acquisition
 Land Building and Improvements 
Total
(1)
 
Accumulated
Depreciation
 
Total Costs,
Net of
Accumulated
Depreciation
 
Encumbrances
(2)
 
Date of
Acquisition /
Construction
West Jordan Town Center $4,306
 $17,776
 $1,082
 $3,269
 $19,895
 $23,164
 $(8,158) $15,006
 $
 12/19/2003
Westchase Shopping Center 3,085
 7,920
 13,611
 3,189
 21,427
 24,616
 (14,532) 10,084
 (15,527) 08/29/1978
Westhill Village Shopping Center 408
 3,002
 6,679
 437
 9,652
 10,089
 (6,206) 3,883
 
 05/01/1958
Westminster Center 11,215
 44,871
 10,117
 11,204
 54,999
 66,203
 (27,707) 38,496
 (47,250) 04/02/2001
Winter Park Corners 2,159
 8,636
 13,490
 2,257
 22,028
 24,285
 (5,667) 18,618
 
 09/06/2001
  837,327
 2,105,287
 813,747
 897,103
 2,859,258
 3,756,361
 (1,075,771) 2,680,590
 (263,355)  
New Development/Redevelopment:                    
West Alex 39,029
 2,669
 135,828
 45,637
 131,889
 177,526
 
 177,526
 
 11/01/2016
The Driscoll at River Oaks 214
 
 70,096
 790
 69,520
 70,310
 
 70,310
 
 12/04/1992
  39,243
 2,669
 205,924
 46,427
 201,409
 247,836
 
 247,836
 
  
Miscellaneous (not to exceed 5% of total) 80,374
 3,096
 57,582
 61,734
 79,318
 141,052
 (34,904) 106,148
 
  
Total of Portfolio $956,944
 $2,111,052
 $1,077,253
 $1,005,264
 $3,139,985
 $4,145,249
 $(1,110,675) $3,034,574
 $(263,355)  
___________________
(1)
The book value of our net real estate assets is in excess of tax basis by approximately $286.2$183.1 million at December 31, 20192020..
(2)
Encumbrances do not include $17.4 million outstanding under fixed-rate mortgage debt associated with a tenancy-in-common arrangement, $1.5$5.3 million of non-cash debt related items and $(.7)$(.8) million of deferred debt costs.

Depreciation is computed using the straight-line method, generally over estimated useful lives of 18-4018-40 years for buildings and 10-2010-20 years for parking lot surfacing and equipment. Tenant and leasehold improvements are depreciated over the remaining life of the lease or the useful life whichever is shorter.

The changes in total cost of the properties were as follows (in thousands):

Year Ended December 31, 

2020

2019

2018

Balance at beginning of year

    

$

4,145,249

    

$

4,105,068

    

$

4,498,859

Additions at cost

 

311,789

 

389,858

 

164,150

Retirements or sales

 

(186,551)

 

(349,603)

 

(547,821)

Impairment loss

 

(24,153)

 

(74)

 

(10,120)

Balance at end of year

$

4,246,334

$

4,145,249

$

4,105,068

109

 Year Ended December 31,
 2019 2018 2017
Balance at beginning of year$4,105,068
 $4,498,859
 $4,789,145
Additions at cost389,858
 164,150
 137,462
Retirements or sales(349,603) (547,821) (334,105)
Property held for sale
 
 (78,721)
Impairment loss(74) (10,120) (14,922)
Balance at end of year$4,145,249
 $4,105,068
 $4,498,859

Schedule III

The changes in accumulated depreciation were as follows (in thousands):

Year Ended December 31, 

2020

2019

2018

Balance at beginning of year

    

$

1,110,675

    

$

1,108,188

    

$

1,166,126

Additions at cost

 

119,948

 

109,825

 

118,664

Retirements or sales

 

(68,653)

 

(107,338)

 

(176,602)

Balance at end of year

$

1,161,970

$

1,110,675

$

1,108,188

110

 Year Ended December 31,
 2019 2018 2017
Balance at beginning of year$1,108,188
 $1,166,126
 $1,184,546
Additions at cost109,825
 118,664
 132,900
Retirements or sales(107,338) (176,602) (127,391)
Property held for sale
 
 (23,929)
Balance at end of year$1,110,675
 $1,108,188
 $1,166,126


Table of Contents


Schedule IV

WEINGARTEN REALTY INVESTORS

MORTGAGE LOANS ON REAL ESTATE

DECEMBER 31, 2019

2020

(Amounts in thousands)

    

Final

    

Periodic

    

Face

    

Carrying

Interest

Maturity

Payment

Amount of

Amount of

State

Rate

Date

Terms

Mortgages

Mortgages (1)

Shopping Centers:

  

  

 

  

 

  

 

  

 

  

First Mortgages:

  

  

 

  

 

  

 

  

 

  

College Park Realty Company

NV

7.00

%  

10/31/2053

At Maturity

$

3,410

$

3,410

West Jordan Retail Associate, LLC

UT

4.00

%  

08/01/2021

At Maturity

9,930

9,930

Galleria 1848 LLC

NC

5.00

%  

12/31/2021

At Maturity

10,000

10,000

Total Mortgage Loans on Real Estate

$

23,340

$

23,340

 State 
Interest
Rate
 
Final
Maturity
Date
 
Periodic
Payment
Terms
 
Face
Amount of
Mortgages
 
Carrying
Amount of
Mortgages (1)
Shopping Centers:           
First Mortgages:           
College Park Realty CompanyNV 7.00% 10/31/2053 At Maturity $3,410
 $3,410
Total Mortgage Loans on
Real Estate
        $3,410
 $3,410
___________________
(1)
The aggregate cost at December 31, 20192020 for federal income tax purposes is $3.4$23.3 million,, and there are no0 prior liens to be disclosed. As this is anThese are interest only mortgage loan, thereloans. For the year ended December 31, 2020, 2 mortgage loans were issued in association with the disposition of 2 properties. There have been no changes in its carrying amount of mortgages for each year ended December 31, 2019 2018 and 2017.2018.

100

111