Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2021
or
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to
Commission File Number: 001-35481
RETAIL PROPERTIES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Maryland42-1579325
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
2021 Spring Road, Suite 200, Oak Brook, Illinois60523
(Address of principal executive offices)(Zip Code)
2021 Spring Road, Suite 200, Oak Brook, Illinois 60523
(630)Address of principal executive offices) (Zip Code)
(630) 634-4200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par valueRPAINew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth companyo
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x
Number of shares outstanding of the registrant’s classesclass of common stock as of October 27, 2017:April 30, 2021:
Class A common stock:    227,100,049214,732,558 shares


Table of Contents

RETAIL PROPERTIES OF AMERICA, INC.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
1
Item 1.
Financial Statements
1
Item 2.
2720
4838
4939
PART II — OTHER INFORMATION
5040
5040
5040
5040
5040
5040
5141
5242






Table of Contents

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


March 31,
2021		December 31,
2020
Assets  
Investment properties:  
Land$1,075,720 $1,075,037 
Building and other improvements3,593,830 3,590,495 
Developments in progress197,453 188,556 
4,867,003 4,854,088 
Less: accumulated depreciation(1,547,223)(1,514,440)
Net investment properties (includes $84,278 and $74,314 from consolidated
variable interest entities, respectively)
3,319,780 3,339,648 
Cash and cash equivalents38,315 41,785 
Accounts receivable, net66,130 73,983 
Acquired lease intangible assets, net63,489 66,799 
Right-of-use lease assets42,306 42,768 
Other assets, net (includes $423 and $354 from consolidated
variable interest entities, respectively)
68,838 72,220 
Total assets$3,598,858 $3,637,203 
Liabilities and Equity  
Liabilities:  
Mortgages payable, net$90,943 $91,514 
Unsecured notes payable, net1,186,522 1,186,000 
Unsecured term loans, net467,727 467,559 
Unsecured revolving line of credit0 0 
Accounts payable and accrued expenses48,637 78,692 
Distributions payable15,031 12,855 
Acquired lease intangible liabilities, net60,033 61,698 
Lease liabilities84,358 84,628 
Other liabilities (includes $4,067 and $3,890 from consolidated
variable interest entities, respectively)
64,130 72,127 
Total liabilities2,017,381 2,055,073 
Commitments and contingencies (Note 13)00
Equity:  
Preferred stock, $0.001 par value, 10,000 shares authorized, NaN issued or outstanding0 0 
Class A common stock, $0.001 par value, 475,000 shares authorized,
214,733 and 214,168 shares issued and outstanding as of March 31, 2021
and December 31, 2020, respectively
215 214 
Additional paid-in capital4,521,067 4,519,522 
Accumulated distributions in excess of earnings(2,920,701)(2,910,383)
Accumulated other comprehensive loss(23,611)(31,730)
Total shareholders’ equity1,576,970 1,577,623 
Noncontrolling interests4,507 4,507 
Total equity1,581,477 1,582,130 
Total liabilities and equity$3,598,858 $3,637,203 
  September 30,
2017		 December 31,
2016
Assets    
Investment properties:    
Land $1,090,790
 $1,191,403
Building and other improvements 3,773,266
 4,284,664
Developments in progress 31,083
 23,439
  4,895,139
 5,499,506
Less accumulated depreciation (1,250,619) (1,443,333)
Net investment properties 3,644,520
 4,056,173
Cash and cash equivalents 29,652
 53,119
Accounts and notes receivable (net of allowances of $6,421 and $6,886, respectively) 72,496
 78,941
Acquired lease intangible assets, net 126,487
 142,015
Assets associated with investment properties held for sale 64,673
 30,827
Other assets, net 131,265
 91,898
Total assets $4,069,093
 $4,452,973
     
Liabilities and Equity    
Liabilities:    
Mortgages payable, net $288,100
 $769,184
Unsecured notes payable, net 695,595
 695,143
Unsecured term loans, net 546,914
 447,598
Unsecured revolving line of credit 187,000
 86,000
Accounts payable and accrued expenses 74,105
 83,085
Distributions payable 40,145
 39,222
Acquired lease intangible liabilities, net 101,045
 105,290
Liabilities associated with investment properties held for sale, net 9,056
 864
Other liabilities 78,195
 74,501
Total liabilities 2,020,155
 2,300,887
     
Commitments and contingencies (Note 14) 
 
     
Equity:    
Preferred stock, $0.001 par value, 10,000 shares authorized, 7.00% Series A cumulative
redeemable preferred stock, 5,400 shares issued and outstanding as of September 30, 2017
and December 31, 2016; liquidation preference $135,000
 5
 5
Class A common stock, $0.001 par value, 475,000 shares authorized, 227,496 and 236,770
shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
 227
 237
Additional paid-in capital 4,804,679
 4,927,155
Accumulated distributions in excess of earnings (2,756,859) (2,776,033)
Accumulated other comprehensive income 886
 722
Total equity 2,048,938
 2,152,086
Total liabilities and equity $4,069,093
 $4,452,973


See accompanying notes to condensed consolidated financial statements

1
Table of Contents

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


Three Months Ended March 31,
 20212020
Revenues: 
Lease income$119,380 $118,695 
Expenses:  
Operating expenses18,065 16,414 
Real estate taxes18,934 18,533 
Depreciation and amortization47,867 40,173 
Provision for impairment of investment properties0 346 
General and administrative expenses11,118 9,165 
Total expenses95,984 84,631 
Other (expense) income:
Interest expense(18,752)(17,046)
Gain on litigation settlement0 6,100 
Other income (expense), net69 (761)
Net income4,713 22,357 
Net income attributable to noncontrolling interests0 0 
Net income attributable to common shareholders$4,713 $22,357 
Earnings per common share – basic and diluted:  
Net income per common share attributable to common shareholders$0.02 $0.10 
Net income$4,713 $22,357 
Other comprehensive income (loss):
Net unrealized gain (loss) on derivative instruments (Note 8)8,119 (27,582)
Comprehensive income (loss) attributable to the Company$12,832 $(5,225)
Weighted average number of common shares outstanding – basic213,651 213,215 
Weighted average number of common shares outstanding – diluted214,348 213,215 
  Three Months Ended September 30, Nine Months Ended September 30,
  2017 2016 2017 2016
Revenues        
Rental income $100,977
 $113,627
 $316,968
 $344,081
Tenant recovery income 28,024
 29,130
 88,334
 89,140
Other property income 1,518
 1,769
 6,249
 7,170
Total revenues 130,519
 144,526
 411,551
 440,391
         
Expenses        
Operating expenses 19,572
 20,285
 62,440
 63,438
Real estate taxes 21,863
 19,937
 65,229
 60,966
Depreciation and amortization 51,469
 56,763
 157,268
 163,602
Provision for impairment of investment properties 45,822
 4,742
 58,856
 11,048
General and administrative expenses 7,785
 11,110
 29,368
 33,289
Total expenses 146,511
 112,837
 373,161
 332,343
         
Operating (loss) income (15,992) 31,689
 38,390
 108,048
         
Gain on extinguishment of debt —
 —
 —
 13,653
Gain on extinguishment of other liabilities —
 —
 —
 6,978
Interest expense (21,110) (25,602) (128,077) (78,343)
Other (expense) income, net (76) 22
 380
 449
(Loss) income from continuing operations (37,178) 6,109
 (89,307) 50,785
Gain on sales of investment properties 73,082
 66,385
 230,874
 97,737
Net income 35,904
 72,494
 141,567
 148,522
Preferred stock dividends (2,362) (2,362) (7,087) (7,087)
Net income attributable to common shareholders $33,542
 $70,132
 $134,480
 $141,435
         
Earnings per common share – basic        
Net income per common share attributable to common shareholders $0.15
 $0.30
 $0.58
 $0.60
Earnings per common share – diluted        
Net income per common share attributable to common shareholders $0.15
 $0.30
 $0.57
 $0.60
         
Net income $35,904
 $72,494
 $141,567
 $148,522
Other comprehensive (loss) income:        
Net unrealized (loss) gain on derivative instruments (Note 9) (323) 666
 164
 189
Comprehensive income attributable to the Company $35,581
 $73,160
 $141,731
 $148,711
         
Weighted average number of common shares outstanding – basic 229,508
 236,783
 233,348
 236,692
         
Weighted average number of common shares outstanding – diluted 230,104
 237,108
 233,949
 236,983


See accompanying notes to condensed consolidated financial statements

2
Table of Contents

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

 Preferred Stock 
Class A
Common Stock
 
Additional
Paid-in
Capital
 
Accumulated
Distributions
in Excess of
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Total
Shareholders’
Equity
 Shares Amount Shares Amount 
Balance as of January 1, 20165,400
 $5
 237,267
 $237
 $4,931,395
 $(2,776,215) $(85) $2,155,337
Cumulative effect of accounting change—
 —
 —
 —
 17
 (17) —
 —
Net income—
 —
 —
 —
 —
 148,522
 —
 148,522
Other comprehensive income—
 —
 —
 —
 —
 —
 189
 189
Distributions declared to preferred shareholders
($1.3125 per share)
—
 —
 —
 —
 —
 (7,087) —
 (7,087)
Distributions declared to common shareholders
($0.496875 per share)
—
 —
 —
 —
 —
 (117,946) —
 (117,946)
Issuance of common stock, net of offering costs—
 —
 —
 —
 (100) —
 —
 (100)
Issuance of restricted shares—
 —
 269
 —
 —
 —
 —
 —
Exercise of stock options—
 —
 2
 —
 23
 —
 —
 23
Stock-based compensation expense, net of forfeitures—
 —
 (10) —
 5,296
 —
 —
 5,296
Shares withheld for employee taxes—
 —
 (152) —
 (2,250) —
 —
 (2,250)
Balance as of September 30, 20165,400
 $5
 237,376
 $237
 $4,934,381
 $(2,752,743) $104
 $2,181,984
                
Balance as of January 1, 20175,400
 $5
 236,770
 $237
 $4,927,155
 $(2,776,033) $722
 $2,152,086
Net income—
 —
 —
 —
 —
 141,567
 —
 141,567
Other comprehensive income—
 —
 —
 —
 —
 —
 164
 164
Distributions declared to preferred shareholders
($1.3125 per share)
—
 —
 —
 —
 —
 (7,087) —
 (7,087)
Distributions declared to common shareholders
($0.496875 per share)
—
 —
 —
 —
 —
 (115,306) —
 (115,306)
Shares repurchased through share repurchase program—
 —
 (9,433) (10) (125,579) —
 —
 (125,589)
Issuance of restricted shares—
 —
 285
 —
 —
 —
 —
 —
Stock-based compensation expense, net of forfeitures—
 —
 (34) —
 4,483
 —
 —
 4,483
Shares withheld for employee taxes—
 —
 (92) —
 (1,380) —
 —
 (1,380)
Balance as of September 30, 20175,400
 $5
 227,496
 $227
 $4,804,679
 $(2,756,859) $886
 $2,048,938

 Class A
Common Stock		Additional
Paid-in
Capital		Accumulated
Distributions
in Excess of
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Total
Shareholders’
Equity		Noncontrolling
Interests		Total Equity
SharesAmount
Balance as of January 1, 2020213,600 $214 $4,510,484 $(2,865,933)$(12,288)$1,632,477 $3,596 $1,636,073 
Net income— — — 22,357 — 22,357 — 22,357 
Other comprehensive loss— — — — (27,582)(27,582)— (27,582)
Contributions from noncontrolling interests— — — — — — 1,123 1,123 
Termination of consolidated joint venture— — 1,661 — — 1,661 (1,661)— 
Distributions declared to common shareholders
($0.165625 per share)
— — — (35,464)— (35,464)— (35,464)
Issuance of common stock148 — — — — — — — 
Issuance of restricted shares493 — — — — — — — 
Stock-based compensation expense— — 2,233 — — 2,233 — 2,233 
Shares withheld for employee taxes(119)— (1,439)— — (1,439)— (1,439)
Balance as of March 31, 2020214,122 $214 $4,512,939 $(2,879,040)$(39,870)$1,594,243 $3,058 $1,597,301 
Balance as of January 1, 2021214,168 $214 $4,519,522 $(2,910,383)$(31,730)$1,577,623 $4,507 $1,582,130 
Net income— — — 4,713 — 4,713 — 4,713 
Other comprehensive income— — — — 8,119 8,119 — 8,119 
Distributions declared to common shareholders
($0.07 per share)
— — — (15,031)— (15,031)— (15,031)
Issuance of common stock, net of offering costs151 — (2)— — (2)— (2)
Issuance of restricted shares543 1 — — — 1 — 1 
Stock-based compensation expense— — 2,806 — — 2,806 — 2,806 
Shares withheld for employee taxes(129)— (1,259)— — (1,259)— (1,259)
Balance as of March 31, 2021214,733 $215 $4,521,067 $(2,920,701)$(23,611)$1,576,970 $4,507 $1,581,477 
See accompanying notes to condensed consolidated financial statements

3
Table of Contents




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

Three Months Ended March 31,
 20212020
Cash flows from operating activities:  
Net income$4,713 $22,357 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization47,867 40,173 
Provision for impairment of investment properties0 346 
Amortization of loan fees and debt discount, net1,204 950 
Amortization of stock-based compensation2,806 2,233 
Payment of leasing fees and inducements(2,236)(3,676)
Changes in accounts receivable, net8,013 778 
Changes in right-of-use lease assets462 467 
Changes in accounts payable and accrued expenses, net(29,217)(26,319)
Changes in lease liabilities(269)(230)
Changes in other operating assets and liabilities, net4,010 (2,652)
Other, net(1,222)615 
Net cash provided by operating activities36,131 35,042 
Cash flows from investing activities:  
Purchase of investment properties0 (54,970)
Capital expenditures and tenant improvements(9,818)(14,165)
Proceeds from sales of investment properties0 11,343 
Investment in developments in progress(15,411)(12,715)
Net cash used in investing activities(25,229)(70,507)
Cash flows from financing activities:  
Principal payments on mortgages payable(598)(619)
Proceeds from unsecured revolving line of credit7,000 937,704 
Repayments of unsecured revolving line of credit(7,000)(106,000)
Distributions paid(12,855)(35,387)
Other, net(1,261)(316)
Net cash (used in) provided by financing activities(14,714)795,382 
Net (decrease) increase in cash, cash equivalents and restricted cash(3,812)759,917 
Cash, cash equivalents and restricted cash, at beginning of period45,329 14,447 
Cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
(continued)
 
Nine Months Ended
September 30,
 2017 2016
Cash flows from operating activities:   
Net income$141,567
 $148,522
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization157,268
 163,602
Provision for impairment of investment properties58,856
 11,048
Gain on sales of investment properties(230,874) (97,737)
Gain on extinguishment of debt—
 (13,653)
Gain on extinguishment of other liabilities—
 (6,978)
Amortization of loan fees and debt premium and discount, net6,748
 4,372
Amortization of stock-based compensation4,483
 5,296
Premium paid in connection with defeasance of mortgages payable59,968
 —
Payment of leasing fees and inducements(13,540) (7,730)
Changes in accounts receivable, net851
 (1,109)
Changes in accounts payable and accrued expenses, net(5,433) 803
Changes in other operating assets and liabilities, net3,236
 (637)
Other, net(1,452) (791)
Net cash provided by operating activities181,678
 205,008
    
Cash flows from investing activities:   
Changes in restricted escrows, net20,914
 (5,904)
Purchase of investment properties(146,710) (266,377)
Capital expenditures and tenant improvements(52,565) (43,207)
Proceeds from sales of investment properties564,069
 307,355
Investment in developments in progress(11,160) (315)
Other, net—
 194
Net cash provided by (used in) investing activities374,548
 (8,254)
    
Cash flows from financing activities:   
Principal payments on mortgages payable(98,028) (45,244)
Proceeds from unsecured notes payable—
 100,000
Proceeds from unsecured term loans200,000
 —
Repayments of unsecured term loans(100,000) —
Proceeds from unsecured revolving line of credit664,000
 390,000
Repayments of unsecured revolving line of credit(563,000) (490,000)
Payment of loan fees and deposits(10) (6,386)
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable(439,403) —
Distributions paid(121,470) (125,015)
Shares repurchased through share repurchase program(120,402) —
Other, net(1,380) (2,462)
Net cash used in financing activities(579,693) (179,107)
    
Net (decrease) increase in cash and cash equivalents(23,467) 17,647
Cash and cash equivalents, at beginning of period53,119
 51,424
Cash and cash equivalents, at end of period$29,652
 $69,071
(continued) 

4
Table of Contents




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

Three Months Ended March 31,
20212020
Supplemental cash flow disclosure, including non-cash activities:  
Cash paid for interest, net of interest capitalized$23,901 $14,263 
Cash paid for amounts included in the measurement of operating lease liabilities$1,491 $1,446 
Distributions payable$15,031 $35,464 
Accrued capital expenditures and tenant improvements$4,309 $6,246 
Accrued leasing fees and inducements$1,441 $683 
Accrued redevelopment costs$935 $2,573 
Amounts reclassified to developments in progress$0 $305 
Developments in progress placed in service$6,046 $0 
Change in noncontrolling interest due to termination of joint venture$0 $1,661 
Lease liabilities arising from obtaining right-of-use lease assets$0 $383 
Purchase of investment properties (after credits at closing):
Net investment properties$0 $(58,760)
Right-of-use lease assets0 5,999 
Accounts receivable, acquired lease intangibles and other assets0 (1,801)
Lease liabilities0 (5,942)
Accounts payable, acquired lease intangibles and other liabilities0 5,534 
Purchase of investment properties (after credits at closing)$0 $(54,970)
Proceeds from sales of investment properties:  
Net investment properties$0 $11,281 
Accounts receivable, acquired lease intangibles and other assets0 167 
Accounts payable, acquired lease intangibles and other liabilities0 (105)
Proceeds from sales of investment properties$0 $11,343 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, at beginning of period$41,785 $9,989 
Restricted cash, at beginning of period (included within “Other assets, net”)3,544 4,458 
Total cash, cash equivalents and restricted cash, at beginning of period$45,329 $14,447 
Cash and cash equivalents, at end of period$38,315 $769,241 
Restricted cash, at end of period (included within “Other assets, net”)3,202 5,123 
Total cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
 
Nine Months Ended
September 30,
 2017 2016
Supplemental cash flow disclosure, including non-cash activities:   
Cash paid for interest, net of interest capitalized$61,360
 $73,603
Distributions payable$40,145
 $39,315
Accrued share repurchase through share repurchase program$5,187
 $—
Accrued capital expenditures and tenant improvements$5,601
 $7,740
Accrued leasing fees and inducements$493
 $913
Accrued redevelopment costs$1,300
 $—
Amounts reclassified to developments in progress$—
 $2,467
U.S. Treasury securities transferred in connection with defeasance of mortgages payable$439,403
 $—
Defeasance of mortgages payable$379,435
 $—
    
Purchase of investment properties (after credits at closing):   
Net investment properties$(147,234) $(261,657)
Accounts receivable, acquired lease intangibles and other assets(11,366) (25,049)
Accounts payable, acquired lease intangibles and other liabilities9,366
 5,013
Deferred gain2,524
 —
Mortgages payable assumed, net—
 15,316
 $(146,710) $(266,377)
    
Proceeds from sales of investment properties:   
Net investment properties$395,282
 $282,661
Accounts receivable, acquired lease intangibles and other assets13,801
 15,306
Accounts payable, acquired lease intangibles and other liabilities(9,316) (9,149)
Deferred gain(1,486) 1,500
Mortgage debt forgiven or assumed—
 (94,353)
Gain on extinguishment of debt—
 13,653
Gain on sales of investment properties230,874
 97,737
Proceeds temporarily restricted related to potential Internal Revenue Code
Section 1031 tax-deferred exchanges
(65,086) —
 $564,069
 $307,355


See accompanying notes to condensed consolidated financial statements

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

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Readers of this Quarterly Report should refer to the audited financial statements of Retail Properties of America, Inc. for the year ended December 31, 2016,2020, which are included in its 20162020 Annual Report on Form 10-K, as certain footnote disclosures which would substantially duplicate those contained in the Annual Report have been omitted from this Quarterly Report. In the opinion of management, all adjustments necessary, all of which were of normal recurring nature, for a fair presentation have been included in this Quarterly Report.
(1) ORGANIZATION AND BASIS OF PRESENTATION
Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 and its primary purpose is to own and operate high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of March 31, 2021, the Company owned 102 retail operating properties in the United States.
The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly-owned1 wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to useful lives of assets, capitalization of development costs, fair value measurements,(i) the reserve for uncollectible lease income, (ii) provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), provision for income taxes, recoverable amounts of receivables, deferred taxes and (iii) initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions.acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates.
All sharedollar amounts and dollarshare amounts in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes thereto, are stated in thousands with the exception of per share, amountsper square foot and per square footunit amounts.
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-ownedwholly owned subsidiaries and any consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly-ownedWholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts.
The Company’s property ownership as of September 30, 2017March 31, 2021 is summarized below:
Wholly-ownedProperty Count
Retail operating properties (a)120
Office properties1
Total operating properties121
Redevelopment properties2
102 
(a)Expansion and redevelopment projects:Excludes six wholly-owned operating
Circle East1 
One Loudoun Downtown – Pads G & H (a)0 
Carillon1 
The Shoppes at Quarterfield1 
Total number of properties classified as held for sale as of September 30, 2017.105 

(a)The operating portion of this property is included within the property count for retail operating properties.

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

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Refer to the Company’s 20162020 Annual Report on Form 10-K for a summary of its significant accounting policies. Except as disclosed below, thereThere have been no changes to the Company’s significant accounting policies in the ninethree months ended September 30, 2017.March 31, 2021.
Recently Adopted Accounting Pronouncements
The Company elected to early adopt Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2017-09, Compensation – Stock Compensation, on a prospective basis as of June 30, 2017. This new pronouncement amends/clarifies guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Under the new guidance, an entity should account for the effects of a modification unless all of the following are the same in the modified award as the original award immediately before the original award is modified: 1) the fair value; 2) the vesting conditions; and 3) the classification of the modified award as an equity instrument or a liability instrument. The existing disclosure requirements apply regardless of whether an entity is required to apply modification accounting. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements.
In March 2017, the Securities and Exchange Commission issued a final rule, Exhibit Hyperlinks and HTML Format, which is effective September 1, 2017. The final rule requires registrants that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, registrants are required to submit all such filings in HyperText Markup Language (HTML) format. The Company has added hyperlinks to its exhibit index starting with this Form 10-Q for the quarter ended September 30, 2017.
Recently Issued Accounting Pronouncements
In May 2014 with subsequent updates issued in August 2015 and March, April, May and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This new guidance is effective January 1, 2018, with early adoption permitted, and will replace existing revenue recognition standards. The core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The sale of investment property and any non-lease components, including common area maintenance reimbursements, contained within lease agreements will be required to follow the new guidance; however, lease components of lease contracts will be subject to the Leases guidance described below. This pronouncement allows either a full or a modified retrospective method of adoption. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this guidance. While the Company anticipates additional disclosure, it does not expect the adoption of this pronouncement on January 1, 2018 will have a material effect on its condensed consolidated financial statements as it believes the majority of its revenue falls outside of the scope of this guidance; however, it will continue to evaluate this assessment until the guidance becomes effective. The Company expects to adopt this guidance on a modified retrospective basis applying the guidance to the sales of investment properties upon adoption and applying it to any non-lease components contained within new and modified lease agreements beginning January 1, 2019 with the adoption of the new Leases guidance.
In February 2017, the FASB issued ASU 2017-05, Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets. This new guidance is required to be adopted concurrently with the amendments in ASU 2014-09, Revenue from Contracts with Customers. The new pronouncement, which adds guidance for partial sales of nonfinancial assets and clarifies the scope of Subtopic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, applies to the derecognition of all nonfinancial assets (including real estate) for which the counterparty is not a customer. The pronouncement requires either a retrospective or a modified retrospective method of adoption. The Company does not expect the adoption of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective. The Company expects to adopt this guidance on a modified retrospective basis.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall. This new guidance is effective January 1, 2018 and will require companies to disclose the fair value of financial assets and financial liabilities measured at amortized cost in accordance with the exit price notion and will no longer require disclosure of the methods and significant assumptions used, including any changes, to estimate fair value. In addition, companies will be required to disclose all financial assets and financial liabilities grouped by 1) measurement category and 2) form of financial instrument. The Company does not expect the adoption

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

of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows. This new guidance is effective January 1, 2018, with early adoption permitted, and adds or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. Of the eight types of cash flows discussed in the new standard, the classification of debt prepayment costs as a financing outflow will impact the Company’s condensed consolidated statements of cash flows as this item is currently reflected as an operating outflow. The pronouncement requires a retrospective transition method of adoption. The Company does not expect the adoption of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows. This new guidance is effective January 1, 2018, with early adoption permitted, and requires amounts that are generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The pronouncement requires a retrospective transition method of adoption. Upon adoption, the Company will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows.
In February 2016, the FASB issued ASU 2016-02, Leases. This new guidance is effective January 1, 2019, with early adoption permitted, and will require lessees to recognize a liability to make lease payments and a right-of-use (ROU) asset, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Upon adoption, the Company will recognize a lease liability and an ROU asset for operating leases where it is the lessee, such as ground leases and office leases. The Company is in the process of evaluating the inputs required to calculate the amounts that will be recorded on its balance sheet for each lease. For leases with a term of 12 months or less, the Company expects to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Under this new pronouncement, lessor accounting for lease components will be largely unchanged from existing GAAP; however, upon adoption of the Leases guidance, non-lease components of new or modified leases, including common area maintenance reimbursements, will be accounted for under the Revenue from Contracts with Customers guidance described above. The Company anticipates that it will be required to bifurcate certain lease revenues between lease and non-lease components. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. The pronouncement requires a modified retrospective method of adoption and allows some optional practical expedients. The Company expects to adopt this new guidance on January 1, 2019 and will continue to evaluate the impact of this guidance until it becomes effective.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging. This new guidance is effective January 1, 2019, with early adoption permitted, and amends the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in an entity’s financial statements. The new guidance eliminates the requirement to separately measure and report hedge ineffectiveness and entities will be required to present the earnings effect of the hedging instrument in the same income statement line item in which they report the earnings effect of the hedged item. In addition, entities may perform the initial quantitative assessment of hedge effectiveness at any time after hedge designation, but no later than the first quarterly effectiveness testing date, and subsequent assessments of hedge effectiveness may be performed qualitatively unless facts and circumstances change. Disclosure requirements will be modified to include a tabular disclosure related to the effect of hedging instruments on the income statement and eliminate the requirement to disclose the ineffective portion of the change in fair value of such instruments. As of September 30, 2017, the Company had interest rate swaps that were designated as cash flow hedges of interest rate risk that expire prior to the effective date. Based upon its current hedges, the Company does not expect that the adoption of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses. This new guidance is effective January 1, 2020, with early adoption permitted beginning January 1, 2019, and replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. Financial assets that are measured at amortized cost will be required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. In addition, an entity must consider broader information in developing its expected credit loss estimate, including the use of

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

forecasted information. Generally, the pronouncement requires a modified retrospective method of adoption. The Company will continue to evaluate the impact of this guidance until it becomes effective.
(3) ACQUISITIONS AND DEVELOPMENTS IN PROGRESS
Acquisitions
The Company did not acquire any properties during the three months ended March 31, 2021.
The Company closed on the following acquisitionsacquisition during the ninethree months ended September 30, 2017:March 31, 2020:
DateProperty NameMetropolitan
Statistical Area (MSA)		Property TypeSquare
Footage		Acquisition
Price
February 6, 2020Fullerton MetrocenterLos AngelesFee interest (a)154,700 $55,000 
154,700 $55,000 (b)
Date Property Name Metropolitan
Statistical Area (MSA)		 Property Type 
Square
Footage
 
Acquisition
Price
 
January 13, 2017 Main Street Promenade (a) Chicago Multi-tenant retail 181,600
 $88,000
 
January 25, 2017 
Boulevard at the Capital Centre –
Fee Interest
 Washington, D.C. Fee interest (b) —
 2,000
 
February 24, 2017 
One Loudoun Downtown –
Phase II
 Washington, D.C. Additional phase of multi-tenant retail (c) 15,900
 4,128
 
April 5, 2017 
One Loudoun Downtown –
Phase III
 Washington, D.C. Additional phase of multi-tenant retail (c) 9,800
 2,193
 
May 16, 2017 
One Loudoun Downtown –
Phase IV
 Washington, D.C. Development rights (c) —
 3,500
 
July 6, 2017 New Hyde Park Shopping Center New York Multi-tenant retail 32,300
 22,075
 
August 8, 2017 
One Loudoun Downtown –
Phase V
 Washington, D.C. Additional phase of multi-tenant retail (c) 17,700
 5,167
 
August 8, 2017 
One Loudoun Downtown –
Phase VI
 Washington, D.C. Additional phase of multi-tenant retail (c) 74,100
 20,523
 
        331,400
 $147,586
(d)
(a)This property was acquired through a consolidated VIE and was used to facilitate an Internal Revenue Code Section 1031 tax-deferred exchange (1031 Exchange).
(b)The wholly-owned multi-tenant retail operating property located in Largo, Maryland was previously subject to an approximately 70 acre long-term ground lease with a third party. The Company completed a transaction whereby it received the fee interest in approximately 50 acres of the underlying land in exchange for which (i) the Company paid $1,939 and (ii) the term of the ground lease with respect to the remaining approximately 20 acres was shortened to nine months. The Company derecognized building and improvements of $11,347 related to the remaining ground lease, recognized the fair value of land received of $15,200 and recorded a deferred gain of $2,524. The deferred gain will be recognized upon the expiration of the remaining ground lease. The total number of properties in the Company’s portfolio was not affected by this transaction.
(c)The Company acquired the remaining five phases under contract, including the development rights for an additional 123 multi-family units for a total of 408 units, at its One Loudoun Downtown multi-tenant retail operating property, which were accounted for as asset acquisitions. The total number of properties in the Company’s portfolio was not affected by these transactions.
(d)Acquisition price does not include capitalized closing costs and adjustments totaling $2,190.
(a)The Company closed onacquired the following acquisitions duringfee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the nine months ended September 30, 2016:Company also assumed the lessor position in a ground lease with a shadow anchor.
(b)Acquisition price does not include capitalized closing costs and adjustments totaling $240.
Date Property Name MSA Property Type 
Square
Footage
 
Acquisition
Price
January 15, 2016 Shoppes at Hagerstown (a) Hagerstown Multi-tenant retail 113,000
 $27,055
January 15, 2016 Merrifield Town Center II (a) Washington, D.C. Multi-tenant retail 76,000
 45,676
March 29, 2016 Oak Brook Promenade Chicago Multi-tenant retail 183,200
 65,954
April 1, 2016 The Shoppes at Union Hill (b) New York Multi-tenant retail 91,700
 63,060
April 29, 2016 Ashland & Roosevelt – Fee Interest Chicago Ground lease interest (c) —
 13,850
May 5, 2016 Tacoma South Seattle Multi-tenant retail 230,700
 39,400
June 15, 2016 Eastside Dallas Multi-tenant retail 67,100
 23,842
August 30, 2016 Woodinville Plaza – Anchor Space Improvements Seattle Anchor space improvements (d) —
 4,500
        761,700
 $283,337
(a)These properties were acquired as a two-property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet.

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

(b)
In conjunction with the acquisition, the Company assumed mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031.
(c)The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Chicago, Illinois, which was previously subject to a ground lease with a third party. In conjunction with this transaction, the Company reversed the straight-line ground rent liability of $6,978, which is reflected as “Gain on extinguishment of other liabilities” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income.
(d)The Company acquired the anchor space improvements, which were previously subject to a ground lease with the Company, in an existing wholly-owned multi-tenant retail operating property located in Woodinville, Washington.
The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisitionsacquisition discussed above:
  Nine Months Ended September 30,
  2017 2016
Land $38,833
 $84,720
Building and other improvements, net 108,401
 176,937
Acquired lease intangible assets (a) 11,139
 25,016
Acquired lease intangible liabilities (b) (7,521) (3,991)
Other liabilities (1,076) —
Mortgages payable, net —
 (15,316)
Net assets acquired $149,776
 $267,366
(a)
The weighted average amortization period for acquired
Three Months Ended
March 31, 2020
Land$57,137 
Building and other improvements, net1,623 
Acquired lease intangible assets is seven years and six years for acquisitions completed during the nine months ended September 30, 2017 and 2016, respectively.(a)2,014 
Acquired lease intangible liabilities (b)(5,534)
(b)
The weighted average amortization period for
Net assets acquired lease intangible liabilities is 13 years and 11 years for acquisitions completed during the nine months ended September 30, 2017 and 2016, respectively.$55,240 
(a)The weighted average amortization period for acquired lease intangible assets is 17 years for the acquisition completed during the three months ended March 31, 2020.
(b)The weighted average amortization period for acquired lease intangible liabilities is 17 years for the acquisition completed during the three months ended March 31, 2020.
The above acquisitions wereacquisition was funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. All of the acquisitionsThe acquisition completed during 2017 were2020 was considered an asset acquisitionsacquisition and, as such, transaction costs were capitalized upon closing. Transaction costs
In addition, the Company capitalized $716 and $626 of internal salaries and related tobenefits of personnel directly involved in capital upgrades and tenant improvements during the 2016 acquisitions that were accounted for as business combinations totaled $913 for the ninethree months ended September 30, 2016March 31, 2021 and are included in “General2020, respectively. The Company also capitalized $57 and administrative expenses” in$60 of internal leasing incentives, all of which were incremental to signed leases, during the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. In addition, total revenues of $36,210 and net income attributable to common shareholders of $7,760 are included in the Company’s condensed consolidated statements of operations and other comprehensive (loss) income for the ninethree months ended September 30, 2016 from the properties acquired during the nine months ended September 30, 2016 that were accounted for as business combinations.
Condensed Pro Forma Financial Information
Disclosure of pro forma financial information is required for acquisitions accounted for as business combinations, if such financial information is available. Pro forma financial information is provided for acquisitions accounted for as business combinations completed during the period, or after such period through the financial statement issuance date, as if these acquisitions had been completed as of the beginning of the year prior to the acquisition date. Pro forma financial information is not required for asset acquisitions.
The following unaudited condensed pro forma financial information is presented as if the acquisitions completed during the nine months ended September 30, 2016 were completed as of January 1, 2015. The following 2016 acquisitions have not been adjusted in the pro forma presentation as they were accounted for as asset acquisitions: (i) the acquisition of the anchor space improvements in the Company’s Woodinville Plaza multi-tenant retail operating property located in the Seattle MSA, which was acquired on August 30, 2016 for $4,500March 31, 2021 and (ii) the acquisition of the fee interest in the Company’s Ashland & Roosevelt multi-tenant retail operating property located in the Chicago MSA, which was acquired on April 29, 2016 for $13,850. Pro forma financial information is not presented for acquisitions completed during 2017 as they have been accounted for as asset acquisitions. These pro forma results are for comparative purposes only and are not necessarily indicative of what the Company’s actual results of operations would have been had the acquisitions occurred at the beginning of the period presented, nor are they necessarily indicative of future operating results.

2020, respectively.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Developments in Progress
The unaudited condensed pro forma financial information iscarrying amount of the Company’s developments in progress are as follows:
Property NameMSAMarch 31, 2021December 31, 2020
Expansion and redevelopment projects
Circle EastBaltimore$34,075 $38,180 
One Loudoun DowntownWashington, D.C.101,493 89,103 
CarillonWashington, D.C.33,393 33,463 
The Shoppes at QuarterfieldBaltimore923 865 
Pad development projects
Southlake Town SquareDallas2,119 1,495 
172,003 163,106 
Land held for future development
One Loudoun UptownWashington, D.C.25,450 25,450 
Total developments in progress$197,453 $188,556 
  
Three Months Ended
September 30, 2016
 
Nine Months Ended
September 30, 2016
Total revenues $144,526
 $444,622
Net income $72,494
 $147,421
Net income attributable to common shareholders $70,132
 $140,334
Earnings per common share – basic and diluted    
Net income per common share attributable to common shareholders $0.30
 $0.59
Weighted average number of common shares outstanding – basic 236,783
 236,692
In response to macroeconomic conditions related to the novel coronavirus (COVID-19) pandemic, the Company halted plans for vertical construction at its Carillon redevelopment during 2020 and materially reduced the planned scope and spend for the project. As of March 31, 2021, the Company continues to evaluate scenarios in anticipation of restarting future development.
The Company capitalized $1,811 and $1,316 of indirect project costs related to redevelopment projects during the three months ended March 31, 2021 and 2020, respectively, including, among other costs, $409 and $372 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $1,292 and $785 of interest, respectively.
Variable Interest Entities
During the nine months ended September 30, 2017,As of March 31, 2021, the Company entered into an agreement with a qualified intermediaryhad 1 joint venture related to the development, ownership and operation of the multi-family rental portion of the expansion project at One Loudoun Downtown – Pads G & H, of which joint venture the Company owns 90%.
The joint venture is considered a potential 1031 Exchange.VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company loaned $87,452is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated the joint venture and presented the joint venture partner’s interest as noncontrolling interests.
As of March 31, 2021 and December 31, 2020, the Company recorded the following related to the VIEs to acquire Main Street Promenade on January 13, 2017. The 1031 Exchange was completed duringOne Loudoun Downtown – Pads G & H consolidated joint venture:
One Loudoun Downtown – Pads G & H
March 31, 2021December 31, 2020
Net investment properties$84,278 $74,314 
Other assets, net$423 $354 
Other liabilities$4,067 $3,890 
Noncontrolling interests$4,507 $4,507 
As of March 31, 2021, the nine months ended September 30, 2017 and, in accordance with applicable provisionsCompany has funded $3,556 of the Code, within 180 days after the acquisition date of the property. At the completion of the 1031 Exchange, the sole membership interests of the VIEs were assignedpartner’s development costs related to the Company in satisfaction of the outstandingOne Loudoun Downtown – Pads G & H through a loan resulting in the entities being wholly ownedprovided by the Company and no longer considered VIEs.
During the nine months ended September 30, 2016, the Company entered into agreements with a qualified intermediary related to three 1031 Exchanges. The Company loaned $65,419, $39,215 and $23,522 to the VIEs to acquire Oak Brook Promenade, Tacoma South and Eastside, respectively. Each 1031 Exchange was completed during the year ended December 31, 2016 and, in accordance with applicable provisions of the Code, within 180 days after the acquisition date of the property. At the completion of the 1031 Exchanges, the sole membership interests of the VIEs were assigned to the Company and the respective outstanding loans were extinguished, resulting in the entities being wholly ownedjoint venture. The loan, secured by the Company and no longer considered VIEs.
Priorjoint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the 1031 Exchanges,project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company was deemed to be the primary beneficiary of each VIE as it hadhas the ability to directcall, and the activities of each VIE that most significantly impact its economic performance and had all ofjoint venture partner has the risks and rewards of ownership. Accordingly,ability to put to the Company, consolidatedsubject to certain conditions, the VIEs. No value orjoint venture partner’s interest in the joint venture at fair value. There was no income from the joint venture project during the three months ended March 31, 2021 and 2020 and, as such, no income was attributed to the noncontrolling interest. The assets of the VIEs consisted of the respective investment property, Main Street Promenade, Oak Brook Promenade, Tacoma South and Eastside, which were operated by the Company.

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

(4) DISPOSITIONS
The Company did not sell any properties during the three months ended March 31, 2021.
The Company closed on the following dispositionsdisposition during the nine months ended September 30, 2017:
Date Property Name Property Type 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (a)
 Gain
January 27, 2017 
Rite Aid Store (Eckerd), Culver Rd. –
Rochester, NY
 Single-user retail 10,900
 $500
 $332
 $—
February 21, 2017 Shoppes at Park West Multi-tenant retail 63,900
 15,383
 15,261
 7,569
March 7, 2017 CVS Pharmacy – Sylacauga, AL Single-user retail 10,100
 3,700
 3,348
 1,651
March 8, 2017 
Rite Aid Store (Eckerd) –
Kill Devil Hills, NC
 Single-user retail 13,800
 4,297
 4,134
 1,857
March 15, 2017 Century III Plaza – Home Depot (b) Single-user parcel 131,900
 17,519
 17,344
 4,487
March 16, 2017 Village Shoppes at Gainesville Multi-tenant retail 229,500
 41,750
 41,380
 14,107
March 24, 2017 Northwood Crossing Multi-tenant retail 160,000
 22,850
 22,723
 10,007
April 4, 2017 University Town Center Multi-tenant retail 57,500
 14,700
 14,590
 9,128
April 4, 2017 Edgemont Town Center Multi-tenant retail 77,700
 19,025
 18,857
 8,995
April 4, 2017 Phenix Crossing (c) Multi-tenant retail 56,600
 12,400
 (28) 5,699
April 27, 2017 Brown’s Lane Multi-tenant retail 74,700
 10,575
 10,318
 3,408
May 9, 2017 Rite Aid Store (Eckerd) – Greer, SC Single-user retail 13,800
 3,050
 2,961
 830
May 9, 2017 Evans Towne Centre Multi-tenant retail 75,700
 11,825
 11,419
 5,226
May 25, 2017 Red Bug Village Multi-tenant retail 26,200
 8,100
 7,767
 2,184
May 26, 2017 Wilton Square Multi-tenant retail 438,100
 49,300
 48,503
 19,630
May 30, 2017 Town Square Plaza Multi-tenant retail 215,600
 28,600
 26,459
 3,412
May 31, 2017 Cuyahoga Falls Market Center Multi-tenant retail 76,400
 11,500
 11,101
 1,300
June 5, 2017 Plaza Santa Fe II Multi-tenant retail 224,200
 35,220
 33,506
 16,946
June 6, 2017 Rite Aid Store (Eckerd)–Columbia, SC Single-user retail 13,400
 3,250
 3,163
 1,046
June 16, 2017 Fox Creek Village Multi-tenant retail 107,500
 24,825
 24,415
 12,470
June 29, 2017 Cottage Plaza Multi-tenant retail 85,500
 23,050
 22,685
 8,039
June 29, 2017 Magnolia Square Multi-tenant retail 116,000
 16,000
 15,692
 4,866
June 29, 2017 Cinemark Seven Bridges Single-user retail 70,200
 15,271
 14,948
 3,973
June 29, 2017 Low Country Village I & II Multi-tenant retail 139,900
 22,075
 21,639
 10,286
July 20, 2017 Boulevard Plaza Multi-tenant retail 111,100
 14,300
 13,913
 846
July 26, 2017 Irmo Station (c) Multi-tenant retail 99,400
 16,027
 (47) 7,236
July 27, 2017 Hickory Ridge Multi-tenant retail 380,600
 44,020
 43,701
 18,535
August 4, 2017 Lakepointe Towne Center Multi-tenant retail 196,600
 10,500
 10,179
 —
August 14, 2017 The Columns Multi-tenant retail 173,400
 21,750
 21,313
 5,073
August 25, 2017 Holliday Towne Center Multi-tenant retail 83,100
 11,750
 11,413
 2,633
August 25, 2017 Northwoods Center (c) Multi-tenant retail 96,000
 24,250
 (9) 10,889
September 14, 2017 The Orchard Multi-tenant retail 165,800
 20,000
 19,663
 5,022
September 21, 2017 Lake Mary Pointe Multi-tenant retail 51,100
 5,100
 4,838
 534
September 22, 2017 West Town Market (c) Multi-tenant retail 67,900
 14,250
 (59) 8,074
September 29, 2017 Dorman Centre I & II Multi-tenant retail 388,300
 46,000
 45,011
 13,430
      4,302,400
 $642,712
 $562,433
 $229,388
(a)Aggregate proceeds are net of transaction costs and proceeds temporarily restricted related to potential 1031 Exchanges and exclude $150 of condemnation proceeds, which did not result in any additional gain recognition.
(b)The Company disposed of the Home Depot parcel at Century III Plaza, an existing 284,100 square foot multi-tenant retail operating property. The remaining portion of Century III Plaza is classified as held for sale as of September 30, 2017.

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

(c)The following disposition proceeds are temporarily restricted related to potential 1031 Exchanges and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets:
Property Name 
Proceeds
Temporarily
Restricted
Phenix Crossing $12,324
Irmo Station 15,643
Northwoods Center 23,255
West Town Market 13,864
  $65,086
During the nine months ended September 30, 2017, the Company also received proceeds and recognized a gain of $1,486 as a result of the receipt of the escrow related to the disposition of Maple Tree Place on August 12, 2016. The aggregate proceeds, net of closing costs and proceeds temporarily restricted related to potential 1031 Exchanges, from property dispositions and other transactions during the nine months ended September 30, 2017 totaled $564,069, with aggregate gains of $230,874.
The Company closed on the following dispositions during the nine months ended September 30, 2016:
Date Property Name Property Type 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (a)
 Gain
February 1, 2016 The Gateway (b) Multi-tenant retail 623,200
 $75,000
 $(795) $3,868
February 10, 2016 Stateline Station Multi-tenant retail 142,600
 17,500
 17,210
 4,253
March 30, 2016 Six Property Portfolio (c) Single-user retail 230,400
 35,413
 34,986
 13,618
April 20, 2016 CVS Pharmacy – Oklahoma City, OK Single-user retail 10,900
 4,676
 4,608
 1,764
June 2, 2016 Rite Aid Store (Eckerd) – Canandaigua, NY & Tim Horton Donut Shop (d) Single-user retail 16,600
 5,400
 5,333
 1,444
June 15, 2016 Academy Sports – Midland, TX (e) Single-user retail 61,200
 5,541
 5,399
 2,220
June 23, 2016 Four Rite Aid Portfolio (f) Single-user retail 45,400
 15,934
 14,646
 2,287
July 8, 2016 Broadway Shopping Center Multi-tenant retail 190,300
 20,500
 20,103
 7,958
July 21, 2016 Mid-Hudson Center Multi-tenant retail 235,600
 27,500
 25,615
 —
July 27, 2016 Rite Aid Store (Eckerd), Main St. – Buffalo, NY Single-user retail 10,900
 3,388
 3,296
 344
July 29, 2016 Rite Aid Store (Eckerd)–Lancaster, NY Single-user retail 10,900
 3,425
 3,349
 625
August 4, 2016 Alison's Corner Multi-tenant retail 55,100
 7,850
 7,559
 3,334
August 5, 2016 Rite Aid Store (Eckerd), Lake Ave. – Rochester, NY Single-user retail 13,200
 5,400
 5,334
 907
August 12, 2016 Maple Tree Place Multi-tenant retail 489,000
 90,000
 87,047
 15,566
August 12, 2016 CVS Pharmacy – Burleson, TX Single-user retail 10,900
 4,190
 4,102
 1,425
August 18, 2016 Mitchell Ranch Plaza Multi-tenant retail 199,600
 55,625
 54,305
 33,612
August 22, 2016 Rite Aid Store (Eckerd), E. Main St. – Batavia, NY Single-user retail 13,800
 5,050
 4,924
 1,249
September 9, 2016 Rite Aid Store (Eckerd)–Lockport, NY Single-user retail 13,800
 4,690
 4,415
 753
September 9, 2016 Rite Aid Store (Eckerd), Ferry St. – Buffalo, NY Single-user retail 10,900
 3,600
 3,370
 612
      2,384,300
 $390,682
 $304,806
 $95,839
(a)Aggregate proceeds are net of transaction costs.
(b)The property was disposed of through a lender-directed sale in full satisfaction of the Company’s $94,353 mortgage obligation. Immediately prior to the disposition, the lender reduced the Company’s loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
(c)Portfolio consists of the following properties: (i) Academy Sports – Houma, LA, (ii) Academy Sports – Port Arthur, TX, (iii) Academy Sports – San Antonio, TX, (iv) CVS Pharmacy – Moore, OK, (v) CVS Pharmacy – Saginaw, TX and (vi) Rite Aid Store (Eckerd) – Olean, NY. At the closing of the disposition, proceeds of $34,973 were temporarily restricted related to 1031 Exchanges. During the three months ended September 30, 2016, the related 1031 Exchanges closed and the proceeds were released to the Company.
(d)The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua, NY and Tim Horton Donut Shop – Canandaigua, NY were negotiated as a single transaction.

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

(e)At the closing of the disposition, proceeds of $5,383 were temporarily restricted related to a 1031 Exchange. During the three months ended September 30, 2016, the related 1031 Exchange closed and the proceeds were released to the Company.
(f)Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, NY, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, NY, (iii) Rite Aid Store (Eckerd), Union Rd. – West Seneca, NY and (iv) Rite Aid Store (Eckerd) – Greece, NY.
During the nine months ended September 30, 2016, the Company also disposed of an outparcel for consideration of $2,639 and recorded a gain of $1,898 from the transaction. At the closing of the disposition, proceeds of $2,549 were temporarily restricted related to a 1031 Exchange. During the three months ended September 30, 2016, the related 1031 Exchange closed and theMarch 31, 2020:
DateProperty NameProperty TypeSquare
Footage		ConsiderationAggregate
Proceeds, Net (a)		Gain
February 13, 2020King Philip’s CrossingMulti-tenant retail105,900 $13,900 $11,343 $0 
105,900 $13,900 $11,343 $0 
(a)Aggregate proceeds were released to the Company. The aggregate proceeds,are net of closing costs, from the property dispositions and this additional transaction totaled $307,355 with aggregate gains of $97,737.costs.
None of the dispositionsThe disposition completed during the ninethree months ended September 30, 2017 and 2016 qualifiedMarch 31, 2020 did not qualify for discontinued operations treatment.treatment and is not considered individually significant.
The followingAs of March 31, 2021 and December 31, 2020, 0 properties qualified for held for sale accounting treatment prior to or during the quarter ended September 30, 2017. Upon meeting all applicable GAAP criteria for held for sale accounting treatment, depreciation and amortization were ceased. In addition, the assets and liabilities associated with these properties are separately classified as held for sale in the condensed consolidated balance sheet as of September 30, 2017.treatment.
Property NameProperty LocationProperty TypeSquare Footage
Century III Plaza, excluding the Home Depot parcelWest Mifflin, PennsylvaniaMulti-tenant retail152,200
Forks Town CenterEaston, PennsylvaniaMulti-tenant retail100,300
Placentia Town CenterPlacentia, CaliforniaMulti-tenant retail111,000
QuakertownQuakertown, PennsylvaniaMulti-tenant retail61,800
Saucon Valley SquareBethlehem, PennsylvaniaMulti-tenant retail80,700
Five ForksSimpsonville, South CarolinaMulti-tenant retail70,200
576,200
Subsequent to September 30, 2017, the Company sold Forks Town Center, Placentia Town Center, Five Forks and Saucon Valley Square for total consideration of $76,545. Century III Plaza, including the Home Depot parcel, and CVS Pharmacy – Sylacauga were classified as held for sale as of December 31, 2016. The Home Depot parcel at Century III Plaza and CVS Pharmacy – Sylacauga were sold during the nine months ended September 30, 2017.
The following table presents the assets and liabilities associated with the investment properties classified as held for sale:
 September 30, 2017 December 31, 2016
Assets   
Land, building and other improvements$81,718
 $45,395
Less accumulated depreciation(21,189) (15,769)
Net investment properties60,529
 29,626
Other assets4,144
 1,201
Assets associated with investment properties held for sale$64,673
 $30,827
    
Liabilities   
Mortgage payable, net$7,655
 $—
Other liabilities$1,401
 $864
Liabilities associated with investment properties held for sale, net$9,056
 $864
(5) EQUITY COMPENSATION PLANS
The Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards as well as cash-based awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management.

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

The following table summarizes the Company’s unvested restricted shares as of and for the ninethree months ended September 30, 2017:March 31, 2021:
Unvested
Restricted Shares		Weighted Average
Grant Date
Fair Value per
Restricted Share
Balance as of January 1, 2021685 $10.81 
Shares granted (a)543 $11.20 
Shares vested(258)$11.88 
Balance as of March 31, 2021 (b)970 $10.74 

Unvested
Restricted
Shares

Weighted Average
Grant Date
Fair Value per
Restricted Share
Balance as of January 1, 2017542

$15.28
Shares granted (a)285

$14.60
Shares vested(282)
$15.45
Shares forfeited(34) $15.12
Balance as of September 30, 2017 (b)511

$14.82
(a)Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements.
(a)Shares granted vest over periods ranging from one year to three years in accordance with the terms of applicable award agreements.
(b)As of September 30, 2017, total unrecognized compensation expense related to unvested restricted shares was $3,263, which is expected to be amortized over a weighted average term of 1.3 years.
(b)As of March 31, 2021, total unrecognized compensation expense related to unvested restricted shares was $3,772, which is expected to be amortized over a weighted average term of 1.5 years.
The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the ninethree months ended September 30, 2017:March 31, 2021:
Unvested
RSUs		Weighted Average
Grant Date
Fair Value per RSU
RSUs eligible for future conversion as of January 1, 2021974 $12.81 
RSUs granted (a)452 $10.06 
Conversion of RSUs to common stock and restricted shares (b)(260)$14.39 
RSUs eligible for future conversion as of March 31, 2021 (c)1,166 $11.39 
(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 0.16%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s projected common stock dividend yield of 4.08%. Subject to continued employment, in 2024, following the performance period which concludes on December 31, 2023, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.
(b)On February 8, 2021, 260 RSUs converted into 102 shares of common stock and 197 restricted shares that will vest on December 31, 2021, subject to continued employment through such date, after applying a conversion rate of 115% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2020.
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Unvested
RSUs
 
Weighted Average
Grant Date
Fair Value
per RSU
RSUs eligible for future conversion as of January 1, 2017391
 $14.02
RSUs granted (a)253
 $15.52
RSUs ineligible for conversion(89) $14.68
RSUs eligible for future conversion as of September 30, 2017 (b)555
 $14.60
An additional 49 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period.
(a)Assumptions and inputs as of the grant date included a risk-free interest rate of 1.50%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s common stock dividend yield of 4.32%. In 2020, following the performance period which concludes on December 31, 2019, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term.
(b)As of September 30, 2017, total unrecognized compensation expense related to unvested RSUs was $4,663, which is expected to be amortized over a weighted average term of 2.5 years.
(c)As of March 31, 2021, total unrecognized compensation expense related to unvested RSUs was $8,169, which is expected to be amortized over a weighted average term of 2.3 years.
During the three months ended September 30, 2017March 31, 2021 and 2016,2020, the Company recorded compensation expense of $934$2,806 and $1,594,$2,233, respectively, related to the amortization of unvested restricted shares and RSUs. During the nine months ended September 30, 2017 and 2016, the Company recorded compensation expense of $4,483 and $5,296, respectively, related to the amortization of unvested restricted shares and RSUs. Included within the amortization of stock-based compensation expense recorded during the three and nine months ended September 30, 2017 is the reversal of $830 of previously recognized compensation expense related to the forfeiture of 34 restricted shares and 89 RSUs resulting from the resignation of the Company’s former Chief Financial Officer and Treasurer. In addition, $30 of dividends previously paid on the forfeited restricted shares were reclassified from distributions paid to compensation expense. The total fair value of restricted shares that vested during the ninethree months ended September 30, 2017March 31, 2021 was $4,129.$2,514. In addition, the total fair value of RSUs that converted into common stock during the three months ended March 31, 2021 was $1,002.
Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of September 30, 2017,March 31, 2021 and 2020, options to purchase 4110 and 16 shares of common stock, respectively, remained outstanding and exercisable. The Company did not0t grant any options in 20172021 or 20162020 and did not record any0 compensation expense related to stock options was recorded during the ninethree months ended September 30, 2017March 31, 2021 and 2016.2020.

(6) LEASES
Leases as Lessor
Lease income related to the Company’s operating leases is comprised of the following:
Three Months Ended March 31,
20212020
Lease income related to fixed and variable lease payments
Base rent (a) (b)$86,074 $90,433 
Percentage and specialty rent (c)524 874 
Tenant recoveries (b) (c)26,028 25,741 
Lease termination fee income (c)679 124 
Other lease-related income (c)1,309 1,505 
Straight-line rental income, net (d)420 341 
Other
Uncollectible lease income, net (e)3,544 (880)
Amortization of above and below market lease intangibles and lease inducements802 557 
Lease income$119,380 $118,695 
(a)Base rent primarily consists of fixed lease payments; however, it also includes the net impact of variable lease payments related to lease concessions granted as relief due to COVID-19 in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. The impact of these lease concessions includes an increase of $1,230 and $0 for the three months ended March 31, 2021 and 2020, respectively, in base rent related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment; as a result, lease income was reduced for the deferral in previous periods, however recognized as variable lease income upon receipt of payment, more than offset by a decrease of $2,609 and $0 for the three months ended March 31, 2021 and 2020, respectively, in base rent related to lease concession agreements executed during the period that did not meet deferral accounting treatment and for which payment has not been received. The aggregate $2,609 decrease from lease concession agreements was associated with billed base rent of $1,254 from the three months ended March 31, 2021 and $1,355 from prior periods.
(b)Base rent and tenant recoveries are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.”
(c)Represents lease income related to variable lease payments.
(d)Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in the reserve for straight-line receivables related to tenants accounted for on a cash basis of $(2,610) and $(1,035) for the three months ended March 31, 2021 and 2020, respectively.
(e)Uncollectible lease income, net is comprised of (i) collection of amounts related to previous periods from tenants accounted for on the cash basis of accounting, (ii) the impact of executed lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of these anticipated concessions was included within the reserve for uncollectible lease income until executed, and (iii) a decrease in the general reserve due to collections from accrual-basis tenants, partially offset by (iv) the uncollected portion of current period charges related to cash-basis tenants, and (v) the impact of lease concessions we have agreed in principle of $454 and $0 for the three months ended March 31, 2021 and 2020, respectively, that are not expected to meet deferral
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

accounting treatment, however, such agreements have not been executed as of March 31, 2021; as a result, the impact of these anticipated concessions are included within the reserve for uncollectible lease income until executed.
(6) MORTGAGES PAYABLEIn response to COVID-19 and its related impact on many of the Company’s tenants, the Company reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of March 31, 2021, the Company has agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $36 of previously uncollected base rent charges and to address an additional $1,877 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.
As of March 31, 2021, $7,063 of executed lease concessions to defer rental payment without an extension of the lease term, net of related reserves, remain outstanding within “Accounts receivable, net” in the accompanying condensed consolidated balance sheets. Further, as of March 31, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, will be received over a period of approximately nine months.
(7) DEBT
The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit.
Mortgages Payable
The following table summarizes the Company’s mortgages payable:
March 31, 2021December 31, 2020
BalanceWeighted
Average
Interest Rate		Weighted
Average Years
to Maturity		BalanceWeighted
Average
Interest Rate		Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$91,558 4.36 %3.8$92,156 4.36 %4.1
Discount, net of accumulated amortization(439)(450)
Capitalized loan fees, net of accumulated
amortization
(176)(192)
Mortgages payable, net$90,943 $91,514 
 September 30, 2017 December 31, 2016

Aggregate
Principal
Balance

Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
 
Aggregate
Principal
Balance
 
Weighted
Average
Interest Rate
 
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$288,252

4.99% 5.5 $773,395
 6.31% 4.2
Premium, net of accumulated amortization1,087
     1,437
    
Discount, net of accumulated amortization(590)
    (622)    
Capitalized loan fees, net of accumulated
amortization
(649)     (5,026)    
Mortgages payable, net$288,100

    $769,184
    
(a)The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% as of March 31, 2021 and December 31, 2020.
(a)The fixed rate mortgages had interest rates ranging from 3.75% to 8.00% as of September 30, 2017 and December 31, 2016 and exclude a $7,680 mortgage payable and capitalized loan fees of $(25) associated with one investment property classified as held for sale as of September 30, 2017.
During the ninethree months ended September 30, 2017,March 31, 2021, the Company repaid or defeased mortgages payable in the total amount of $473,844, of which $174,702 related to properties that were disposed of during the period, which had a weighted average fixed interest rate of 7.09%, and made scheduled principal payments of $3,619$598 related to amortizing loans. Included within the total repayments and defeasances for the nine months ended September 30, 2017 is the defeasance of a portfolio of mortgages payable with a principal balance of $379,435 as of December 31, 2016 that was cross-collateralized by 45 properties and scheduled to mature in 2019 (known as the IW JV portfolio of mortgages payable). The Company incurred a defeasance premium and associated fees totaling $60,198 in connection with this transaction, which are included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. As a result, the 45 properties that secured the mortgages payable as of December 31, 2016 are no longer encumbered by mortgages.
Debt MaturitiesUnsecured Notes Payable
The following table shows the scheduled maturities and principal amortization ofsummarizes the Company’s indebtedness as of September 30, 2017 for the remainder of 2017, each of the next four years and thereafter and the weighted average interest rates by year. The table does not reflect the impact of any debt activity that occurred after September 30, 2017.unsecured notes payable:
March 31, 2021December 31, 2020
Unsecured Notes PayableMaturity DateBalanceInterest Rate/
Weighted Average
Interest Rate		BalanceInterest Rate/
Weighted Average
Interest Rate
Senior notes – 4.58% due 2024June 30, 2024$150,000 4.58 %$150,000 4.58 %
Senior notes – 4.00% due 2025March 15, 2025350,000 4.00 %350,000 4.00 %
Senior notes – 4.08% due 2026September 30, 2026100,000 4.08 %100,000 4.08 %
Senior notes – 4.24% due 2028December 28, 2028100,000 4.24 %100,000 4.24 %
Senior notes – 4.82% due 2029June 28, 2029100,000 4.82 %100,000 4.82 %
Senior notes – 4.75% due 2030September 15, 2030400,000 4.75 %400,000 4.75 %
1,200,000 4.42 %1,200,000 4.42 %
Discount, net of accumulated amortization(6,258)(6,473)
Capitalized loan fees, net of accumulated amortization(7,220)(7,527)
Total$1,186,522 $1,186,000 
11
 2017 2018 2019 2020 2021 Thereafter Total
Debt:             
Fixed rate debt:             
Mortgages payable (a)$1,003
 $4,177
 $25,257
 $3,923
 $22,820
 $231,072
 $288,252
Fixed rate term loans (b)—
 —
 —
 —
 250,000
 200,000
 450,000
Unsecured notes payable (c)—
 —
 —
 —
 100,000
 600,000
 700,000
Total fixed rate debt1,003
 4,177
 25,257
 3,923
 372,820
 1,031,072
 1,438,252
              
Variable rate debt:             
Variable rate term loan and
revolving line of credit
—
 100,000
 —
 187,000
 —
 —
 287,000
Total debt (d)$1,003
 $104,177
 $25,257
 $190,923
 $372,820
 $1,031,072
 $1,725,252
              
Weighted average interest rate on debt:             
Fixed rate debt5.10% 5.05% 7.29% 4.62% 2.73% 4.08% 3.79%
Variable rate debt (e)—
 2.68% —
 2.59% —
 —
 2.62%
Total5.10% 2.78% 7.29% 2.63% 2.73% 4.08% 3.60%
(a)Excludes mortgage premium of $1,087 and discount of $(590), net of accumulated amortization, as of September 30, 2017 and a $7,680 mortgage payable associated with one investment property classified as held for sale as of September 30, 2017.
(b)$250,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a weighted average fixed rate of 0.67% through December 31,

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

2017. In addition, $200,000Unsecured Term Loans and Revolving Line of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a fixed rate of 1.26% through November 22, 2018.
(c)Excludes discount of $(882), net of accumulated amortization, as of September 30, 2017.
(d)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of September 30, 2017. Total debt excludes capitalized loan fees of $(7,283), net of accumulated amortization, as of September 30, 2017, which are included as a reduction to the respective debt balances.
(e)Represents interest rates as of September 30, 2017.
The Company plans on addressing its debt maturities through a combination of proceeds from asset dispositions, capital markets transactions and its unsecured revolving line of credit.
(7) UNSECURED NOTES PAYABLE
The following table summarizes the Company’s unsecured notes payable:
    September 30, 2017 December 31, 2016
Unsecured Notes Payable Maturity Date Principal Balance 
Interest Rate/
Weighted Average
Interest Rate
 Principal Balance 
Interest Rate/
Weighted Average
Interest Rate
Senior notes – 4.12% due 2021 June 30, 2021 $100,000
 4.12% $100,000
 4.12%
Senior notes – 4.58% due 2024 June 30, 2024 150,000
 4.58% 150,000
 4.58%
Senior notes – 4.00% due 2025 March 15, 2025 250,000
 4.00% 250,000
 4.00%
Senior notes – 4.08% due 2026 September 30, 2026 100,000
 4.08% 100,000
 4.08%
Senior notes – 4.24% due 2028 December 28, 2028 100,000
 4.24% 100,000
 4.24%
    700,000
 4.19% 700,000
 4.19%
Discount, net of accumulated amortization   (882)   (971)  
Capitalized loan fees, net of accumulated amortization   (3,523)   (3,886)  
  Total $695,595
   $695,143
  
Notes Due 2026 and 2028
The note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028) contains customary covenants and events of default. Pursuant to the terms of the note purchase agreement, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) a minimum interest coverage ratio; (iii) an unencumbered interest coverage ratio (as set forth in the Company’s unsecured credit facility and the note purchase agreement governing the Notes Due 2021 and 2024); and (iv) a fixed charge coverage ratio (as set forth in the Company’s unsecured credit facility).
Notes Due 2025
The indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 (Notes Due 2025) (the Indenture) contains customary covenants and events of default. Pursuant to the terms of the Indenture, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum secured and total leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio.
Notes Due 2021 and 2024
The note purchase agreement governing the 4.12% senior unsecured notes due 2021 and the 4.58% senior unsecured notes due 2024 (Notes Due 2021 and 2024) contains customary covenants and events of default. Pursuant to the terms of the note purchase agreement, the Company is subject to various financial covenants, some of which are based upon the financial covenants in effect in the Company’s unsecured credit facility, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage and unencumbered interest coverage ratios; and (iii) a minimum consolidated net worth.
As of September 30, 2017, management believes the Company was in compliance with the financial covenants under the Indenture and the note purchase agreements.

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

(8) UNSECURED TERM LOANS AND REVOLVING LINE OF CREDITCredit
The following table summarizes the Company’s term loans and revolving line of credit:
March 31, 2021December 31, 2020
Maturity DateBalanceInterest
Rate		BalanceInterest
Rate
Unsecured term loan due 2023 – fixed rate (a)November 22, 2023$200,000 4.10 %$200,000 4.10 %
Unsecured term loan due 2024 – fixed rate (b)July 17, 2024120,000 2.88 %120,000 2.88 %
Unsecured term loan due 2026 – fixed rate (c)July 17, 2026150,000 3.37 %150,000 3.37 %
Subtotal470,000 470,000 
Capitalized loan fees, net of accumulated amortization(2,273)(2,441)
Term loans, net$467,727 $467,559 
Unsecured credit facility revolving line of credit –
variable rate (d)
April 22, 2022$0 1.21 %$0 1.25 %
    September 30, 2017 December 31, 2016
  Maturity Date Balance 
Interest
Rate
 Balance Interest
Rate
Unsecured credit facility term loan due 2021 – fixed rate (a) January 5, 2021 $250,000
 1.97% $250,000
 1.97%
Unsecured credit facility term loan due 2018 – variable rate May 11, 2018 100,000
 2.68% 200,000
 2.22%
Unsecured term loan due 2023 – fixed rate (b) November 22, 2023 200,000
 2.96% —
 —%
Subtotal   550,000
   450,000
  
Capitalized loan fees, net of accumulated amortization   (3,086)   (2,402)  
Term loans, net   $546,914
   $447,598
  
           
Revolving line of credit – variable rate (c) January 5, 2020 $187,000
 2.59% $86,000
 2.12%
(a)$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of March 31, 2021 and December 31, 2020.
(a)
$250,000 of LIBOR-based variable rate debt has been swapped to a weighted average fixed rate of 0.67% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of September 30, 2017 and December 31, 2016.
(b)$120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2021 and December 31, 2020.
(c)$150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of March 31, 2021 and December 31, 2020.
(d)Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has 2 six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075% of the revolving line of credit capacity.
(b)
$200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.26% plus a credit spread based on a leverage grid ranging from 1.70% to 2.55% through November 22, 2018. The applicable credit spread was 1.70% as of September 30, 2017.
(c)Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
Unsecured Credit Facility
On January 6, 2016,April 23, 2018, the Company entered into its fourthfifth amended and restated unsecured credit agreement (Unsecured Credit Agreement) with a syndicate of financial institutions led by KeyBank National Association serving as administrative agent and Wells Fargo Bank, National Association serving as syndication agent to provide for an unsecured credit facility aggregating $1,200,000$1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility). The Unsecured Credit Facility consists of a $750,000 unsecured revolving line of credit a $250,000 unsecured term loan and a second unsecured term loan which had an outstanding balance of $200,000 at inception, of which the Company repaid $100,000 during the nine months ended September 30, 2017, and is priced on a leverage grid at a rate of LIBOR plus a credit spread. The Company received investment grade credit ratings from Moody’s and Standard & Poor’s in 2014. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company may electhas the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2017,March 31, 2021, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the Unsecured Credit Facility:
unsecured revolving line of credit:
Leverage-Based PricingRatings-BasedInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadUnusedFacility FeeCredit SpreadFacility Fee
$250,000 unsecured term loan1/5/2021N/AN/A1.30% - 2.20%N/A0.90% - 1.75%N/A
$100,000 unsecured term loan5/11/20182 one year0.15%1.45% - 2.20%N/A1.05% - 2.05%N/A
$750,000850,000 unsecured revolving line of credit1/5/20204/22/2022
2 six month-month
0.075%1.35% - 2.25%1.05%–1.50%0.15% - 0.25%–0.30%0.85% - 0.825%–1.55%0.125% - –0.30%
The Unsecured Credit Facility has a $400,000$500,000 accordion option that allows the Company, at its election, to increase the total credit facilityUnsecured Credit Facility up to $1,600,000,$1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the Unsecured Credit Agreementunsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Unsecured Credit Agreement contains customary covenants and events of default. Pursuant to the terms of the Unsecured Credit Agreement, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; and (ii) minimum fixed charge and unencumbered interest coverage ratios. As of September 30, 2017, management believes the Company was in compliance with the financial covenants and default provisions under the Unsecured Credit Agreement.

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

Unsecured Term Loans
Term Loan Due 2023
On January 3, 2017,As of March 31, 2021, the Company received funding onhas the following unsecured term loans: (i) a seven-yearseven-year $200,000 unsecured term loan with a group of financial institutions, which closed during the year ended December 31, 2016. The Term(Term Loan Due 2023 is priced on2023), (ii) a leverage gridfive-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread.spread based on a leverage grid. In accordance with the respective term loan agreement (Term Loan Agreement),agreements, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company may electhas the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2017,March 31, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in a higher interest raterates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, the Company has not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the Term Loan Due 2023:unsecured term loans:
Term Loan Due 2023Maturity Date
Leverage-Based Pricing
Credit Spread
Ratings-Based Pricing
Credit Spread
$200,000 unsecured term loan11/22/20231.70% – 2.55%1.50% – 2.45%
Unsecured Term LoansMaturity DateLeverage-Based Pricing
Credit Spread		Investment Grade Pricing
Credit Spread
$200,000 unsecured term loan due 202311/22/20231.20 %–1.85%0.85 %–1.65%
$120,000 unsecured term loan due 20247/17/20241.20 %–1.70%0.80 %–1.65%
$150,000 unsecured term loan due 20267/17/20261.50 %–2.20%1.35 %–2.25%
The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the total unsecured term loanTerm Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the Term Loan Agreement.amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.
The Term Loan Agreement containsDue 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) the Company’s ability to obtain additional lender commitments.
Debt Maturities
The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of March 31, 2021 for the remainder of 2021, each of the next four years and thereafter, and the weighted average interest rates by year.
20212022202320242025ThereafterTotal
Debt:       
Fixed rate debt:       
Mortgages payable (a)$1,811 $26,641 $31,758 $1,737 $1,809 $27,802 $91,558 
Fixed rate term loans (b)0 0 200,000 120,000 0 150,000 470,000 
Unsecured notes payable (c)0 0 0 150,000 350,000 700,000 1,200,000 
Total fixed rate debt1,811 26,641 231,758 271,737 351,809 877,802 1,761,558 
Variable rate debt:       
Variable rate revolving line of credit0 0 0 0 0 0 0 
Total debt (d)$1,811 $26,641 $231,758 $271,737 $351,809 $877,802 $1,761,558 
Weighted average interest rate on debt:       
Fixed rate debt4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
Variable rate debt (e)0 1.21 %0 0 0 0 1.21 %
Total4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
(a)Excludes mortgage discount of $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 2021.
(b)Excludes capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based
13
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2021, the applicable credit spread for (i) 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.
(c)Excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021.
(d)The weighted average years to maturity of consolidated indebtedness was 5.6 years as of March 31, 2021.
(e)Represents interest rate as of March 31, 2021, however, the revolving line of credit was not drawn as of March 31, 2021.
The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 (Notes Due 2025), (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the 4.75% senior unsecured notes due 2030 (Notes Due 2030), contain customary representations, warranties and covenants, and events of default, includingdefault. These include financial covenants that require the Company to maintain the following:such as (i) maximum unencumbered, secured and consolidated leverage ratios; and (ii) minimum interest coverage ratios; (iii) minimum fixed charge andcoverage ratios; (iv) minimum unencumbered interest coverage ratios.ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of September 30, 2017, managementMarch 31, 2021, the Company believes the Companyit was in compliance with the financial covenants and default provisions under the Term Loan Agreement.unsecured debt agreements.
The Company plans on addressing its debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) its unsecured revolving line of credit.
(9)
(8) DERIVATIVES
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
As of September 30, 2017,March 31, 2021, the Company utilized fourhas 8 interest rate swaps to hedge the variable cash flows associated with variable rate debt. The effective portion of changesChanges in the fair value of the derivatives that are designated and that qualify as cash flow hedges isare recorded inwithin “Accumulated other comprehensive income”loss” and isare reclassified tointo interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $760$9,728 will be reclassified as a decreasean increase to interest expense. The ineffective portion of the change in fair value of derivatives is recognized directly in earnings.
The following table summarizes the Company’s interest rate swaps as of September 30, 2017,March 31, 2021, which effectively convert one-month floating rate LIBOR to a fixed rate:
Number of InstrumentsEffective DateAggregate
Notional		Fixed
Interest Rate		Maturity Date
NaNNovember 23, 2018$200,000 2.85 %November 22, 2023
NaNAugust 15, 2019$120,000 1.68 %July 17, 2024
NaNAugust 15, 2019$150,000 1.77 %July 17, 2026
The Company previously had 3 interest rate swaps with notional amounts totaling $250,000 and a maturity date of January 5, 2021 that were terminated during 2020 in conjunction with the repayment of the Company’s $250,000 unsecured term loan due 2021. At termination, these interest rate swaps were in a liability position and had a fair value of $1,699. The associated other comprehensive income was amortized into expense through the original maturity date. As a result, the Company recognized $64 of interest expense, which is included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss), in connection with the termination of these swaps during the three months ended March 31, 2021.
14
Effective Date Notional 
Fixed
Interest Rate
 Termination Date
March 1, 2016 $100,000
 0.66% December 31, 2017
May 16, 2016 $150,000
 0.67% December 31, 2017
January 3, 2017 $100,000
 1.26% November 22, 2018
January 3, 2017 $100,000
 1.26% November 22, 2018
Table of Contents
RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk:
  Number of Instruments Notional
Interest Rate Derivatives September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Interest rate swaps 4
 2
 $450,000
 $250,000

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

 Number of InstrumentsNotional
Interest Rate DerivativesMarch 31, 2021December 31, 2020March 31, 2021December 31, 2020
Interest rate swaps8 8 $470,000 $470,000 
The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other assets, net”liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques utilizedused are described in Note 1312 to the condensed consolidated financial statements.
 Fair ValueFair Value
 September 30, 2017 December 31, 2016March 31, 2021December 31, 2020
Derivatives designated as cash flow hedges:    Derivatives designated as cash flow hedges:
Interest rate swaps $891
 $743
Interest rate swaps$23,611 $31,666 
The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) income:for the three months ended March 31, 2021 and 2020:
Derivatives in
Cash Flow
Hedging
Relationships		Amount of (Gain) Loss
Recognized in Other
Comprehensive Income
on Derivative		Location of Loss
Reclassified from
Accumulated Other
Comprehensive Income
(AOCI) into Income		Amount of Loss
Reclassified from
AOCI into Income		Total Interest Expense
Presented in the Statements
of Operations in which
the Effects of Cash Flow
Hedges are Recorded
202120202021202020212020
Interest rate swaps$(5,606)$28,653 Interest expense$2,513 $1,071 $18,752 $17,046 
Derivatives in
Cash Flow
Hedging
Relationships
 
Amount of (Gain) Loss
Recognized in Other
Comprehensive Income
on Derivative
(Effective Portion)
 
Location of
(Gain) Loss
Reclassified from
Accumulated Other
Comprehensive Income (AOCI)
into Income
(Effective Portion)
 
Amount of (Gain) Loss
Reclassified from
AOCI into Income
(Effective Portion)
 
Location of
Loss (Gain)
Recognized in
Income on Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness Testing)
 
Amount of Loss (Gain)
Recognized in Income
on Derivative
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
  Three Months
Ended
September 30,		 Nine Months
Ended
September 30,		   Three Months
Ended
September 30,		 Nine Months
Ended
September 30,		   Three Months
Ended
September 30,		 Nine Months
Ended
September 30,
2017 $(9) $(422) Interest expense $(332) $(258) Other (expense) income, net $5
 $16
2016 $(534) $153
 Interest expense $132
 $342
 Other (expense) income, net $(38) $(35)
(10)(9) EQUITY
In December 2015, the Company entered into an at-the-market (ATM) equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include the funding of acquisitions and redevelopment activities and the repayment of debt, including the Company’s unsecured revolving line of credit. The Company did not sell any shares under its ATM equity program during the nine months ended September 30, 2017 and 2016. As of September 30, 2017, the Company had Class A common shares havinghas an aggregate offering price of up to $250,000 remaining available for sale under its ATM equity program.
In December 2015, the Company’s board of directors authorized aexisting common stock repurchase program under which the Companyit may repurchase, from time to time, up to a maximum of $250,000$500,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. The Company did not0t repurchase any shares during the ninethree months ended September 30, 2016.
The following table presents activity underMarch 31, 2021 and 2020. As of March 31, 2021, $189,105 remained available for repurchases of shares of the Company’s common stock under its common stock repurchase program.
On April 1, 2021, the Company established an at-the-market (ATM) equity program duringunder which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the nine months ended September 30, 2017:trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
15
  
Number of
Common Shares
Repurchased
 
Average Price
per Share
 
Total
Repurchases
First quarter 2017 —
 $—
 $—
Second quarter 2017 6,024
 $12.55
 $75,697
Third quarter 2017 (a) 3,805
 $13.09
 $49,892
Year to date September 30, 2017 9,829
 $12.76
 $125,589
(a)Includes 396 shares repurchased in September 2017 at an average price per share of $13.08 for a total of $5,187, which settled on October 2, 2017. This repurchase has been reflected in the Company’s share count as of such date.

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

As of September 30, 2017, $115,570 remained available under the repurchase program.
(11)(10) EARNINGS PER SHARE
The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS):
Three Months Ended March 31,
 2021 2020 
Numerator:  
Net income attributable to common shareholders$4,713 $22,357 
Earnings allocated to unvested restricted shares(52)(109)
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares
$4,661 $22,248 
Denominator:   
Denominator for earnings per common share – basic:    
Weighted average number of common shares outstanding213,651 (a)213,215 (b)
Effect of dilutive securities:
Stock options0 (c)0 (c)
RSUs697 (d)0 (e)
Denominator for earnings per common share – diluted:
Weighted average number of common and common equivalent shares outstanding214,348  213,215  
(a)Excludes 970 shares of unvested restricted common stock as of March 31, 2021, which equate to 879 shares for the three months ended March 31, 2021 on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
(b)Excludes 815 shares of unvested restricted common stock as of March 31, 2020, which equate to 677 shares for the three months ended March 31, 2020 on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
(c)There were outstanding options to purchase 10 and 16 shares of common stock as of March 31, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively. Of these totals, outstanding options to purchase 10 and 16 shares of common stock as of March 31, 2021 and 2020, respectively, at a weighted average exercise price of $15.12 and $15.87, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(d)As of March 31, 2021, there were 1,166 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 1,159 RSUs for the three months ended March 31, 2021 on a weighted average basis. These contingently issuable shares are a component of calculating diluted EPS.
(e)As of March 31, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods, which equate to 969 RSUs for the three months ended March 31, 2020 on a weighted average basis. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 2017 2016 2017 2016 
Numerator:     
 
(Loss) income from continuing operations$(37,178) $6,109
 $(89,307)
$50,785

Gain on sales of investment properties73,082
 66,385
 230,874

97,737

Preferred stock dividends(2,362) (2,362) (7,087) (7,087) 
Net income attributable to common shareholders33,542
 70,132
 134,480

141,435

Distributions paid on unvested restricted shares(62) (108) (240) (348)
Net income attributable to common shareholders excluding
amounts attributable to unvested restricted shares
$33,480
 $70,024
 $134,240

$141,087


    



Denominator:     
  
Denominator for earnings per common share – basic:        
Weighted average number of common shares outstanding229,508
(a)236,783
(b)233,348
(a)236,692
(b)
Effect of dilutive securities:        
Stock options1
(c)2
(c)1
(c)2
(c)
RSUs595
(d)323
(e)600
(d)289
(e)
Denominator for earnings per common share – diluted:    





Weighted average number of common and common equivalent
shares outstanding
230,104
 237,108
 233,949
 236,983
 
(a)
Excludes 511 shares of unvested restricted common stock as of September 30, 2017, which equate to 546 and 549 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2017. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released.
(b)
Excludes 587 shares of unvested restricted common stock as of September 30, 2016, which equate to 596 and 657 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2016. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period.
(c)There were outstanding options to purchase 41 shares of common stock as of September 30, 2017 and 2016, at a weighted average exercise price of $19.25 and $19.33, respectively. Of these totals, outstanding options to purchase 35 shares of common stock as of September 30, 2017 and 2016, at a weighted average exercise price of $20.55 and $20.63, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive.
(d)
As of September 30, 2017, there were 555 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 633 and 638 RSUs on a weighted average basis for the three and nine months ended September 30, 2017, respectively. These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming September 30, 2017 was the end of the contingency periods.
(e)
As of September 30, 2016, there were 391 RSUs eligible for future conversion upon completion of the performance periods, which equate to 391 and 360 RSUs on a weighted average basis for the three and nine months ended September 30, 2016, respectively. These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would have been outstanding during the period, if any, assuming September 30, 2016 was the end of the contingency periods.

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

(12)(11) PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES
As of September 30, 2017March 31, 2021 and 2016,2020, the Company identified indicators of impairment at certain of its properties.properties and took into consideration the most current information available and expectations at the time of the assessment. Such indicators included a low occupancy rate, expected sustained difficulty in leasing space and related cost of re-leasing, significant exposure to financially troubled tenants or reduced anticipated holding periods. The following table summarizes the results of these analyses as of September 30, 2017March 31, 2021 and 2016:2020:
March 31, 2021March 31, 2020
Number of properties for which indicators of impairment were identified5 2 
Less: number of properties for which an impairment charge was recorded0 0 
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
0 0 
Remaining properties for which indicators of impairment were identified but
no impairment charge was considered necessary
5 2 
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (a)
134 %58 %
(a)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
16
  September 30, 2017 September 30, 2016 
Number of properties for which indicators of impairment were identified 11
(a)5
(b)
Less: number of properties for which an impairment charge was recorded 2
 1
 
Less: number of properties that were held for sale as of the date the analysis was performed
for which indicators of impairment were identified but no impairment charge was recorded
 5
 1
 
Remaining properties for which indicators of impairment were identified but no impairment
charge was considered necessary
 4
 3
 
      
Weighted average percentage by which the projected undiscounted cash flows exceeded
its respective carrying value for each of the remaining properties (c)
 32% 14% 
(a)Includes four properties which were sold subsequent to September 30, 2017.
(b)
Includes three properties which have subsequently been sold as of September 30, 2017.
(c)Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed.
The Company recorded the following investment property impairment charges during the nine months ended September 30, 2017:
Property Name Property Type Impairment Date 
Square
Footage
 
Provision for
Impairment of
Investment
Properties
Century III Plaza, excluding the Home Depot parcel (a) Multi-tenant retail June 30, 2017 152,200
 $3,076
Lakepointe Towne Center (b) Multi-tenant retail June 30, 2017 196,600
 9,958
Saucon Valley Square (c) Multi-tenant retail September 30, 2017 80,700
 184
Schaumburg Towers (d) Office September 30, 2017 895,400
 45,638
        $58,856
  Estimated fair value of impaired properties as of impairment date$86,800
(a)The Company recorded an impairment charge based upon the terms and conditions of a bona fide purchase offer. This property was classified as held for sale as of September 30, 2017. The Home Depot parcel of Century III Plaza was sold on March 15, 2017.
(b)The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of June 30, 2017 and was sold on August 4, 2017.
(c)The Company recorded an impairment charged based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of September 30, 2017 and was sold on October 27, 2017.
(d)The Company recorded an impairment charge based upon the terms and conditions of a bona fide purchase offer.
The Company recorded the following investment property impairment charges during the nine months ended September 30, 2016:
Property Name Property Type Impairment Date 
Square
Footage
 
Provision for
Impairment of
Investment
Properties
South Billings Center (a) Development March 31, 2016 —
 $2,164
Mid-Hudson Center (b) Multi-tenant retail June 30, 2016 235,600
 4,142
Saucon Valley Square (c) Multi-tenant retail September 30, 2016 80,700
 4,742
        $11,048
  Estimated fair value of impaired properties as of impairment date$37,100

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

The Company did 0t record any investment property impairment charges during the three months ended March 31, 2021.
(a)An impairment charge was recorded on March 31, 2016 based upon the terms and conditions of an executed sales contract, which was subsequently terminated. The property, which was not under active development, was sold on December 16, 2016 and additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.
(b)The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was classified as held for sale as of June 30, 2016 and was sold on July 21, 2016.
(c)The Company recorded an impairment charge driven by a change in the estimated holding period for the property.
The Company providesrecorded the following investment property impairment charge during the three months ended March 31, 2020:
Property NameProperty TypeImpairment DateSquare
Footage		Provision for
Impairment of
Investment
Properties
King Philip’s Crossing (a)Multi-tenant retailFebruary 13, 2020105,900 $346 
$346 
Estimated fair value of impaired property as of impairment date$11,644 
(a)The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract.
The extent to which COVID-19 impacts the Company and its tenants will depend, in part, on future developments, which are highly uncertain. If the effects of COVID-19 cause economic and market conditions to continue to deteriorate, which, consequently, result in deterioration of operating conditions, and/or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future. Indications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry, or changes in the Company’s long-term hold strategies could change in future periods. The Company will continue to monitor circumstances and events in future periods and can provide no assurance that material impairment charges with respect to its investment properties will not occur in future periods.
(13)(12) FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The following table presents the carrying value and estimated fair value of the Company’s financial instruments:
March 31, 2021December 31, 2020
September 30, 2017 December 31, 2016 Carrying ValueFair ValueCarrying ValueFair Value
Carrying Value Fair Value Carrying Value Fair Value
Financial assets:       
Derivative asset$891
 $891
 $743
 $743
Financial liabilities:       Financial liabilities:    
Mortgages payable, net$288,100
 $302,451
 $769,184
 $833,210
Mortgages payable, net$90,943 $93,180 $91,514 $93,664 
Unsecured notes payable, net$695,595
 $699,725
 $695,143
 $679,212
Unsecured notes payable, net$1,186,522 $1,272,721 $1,186,000 $1,253,928 
Unsecured term loans, net$546,914
 $551,274
 $447,598
 $450,421
Unsecured term loans, net$467,727 $468,294 $467,559 $464,072 
Unsecured revolving line of credit$187,000
 $187,215
 $86,000
 $86,130
Unsecured revolving line of credit$0 $0 $0 $0 
Derivative liabilityDerivative liability$23,611 $23,611 $31,666 $31,666 
The carrying value of the derivative assetliability is included inwithin “Other assets, net”liabilities” in the accompanying condensed consolidated balance sheets.
Recurring Fair Value Measurements
The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.
Fair Value
Level 1Level 2Level 3Total
March 31, 2021    
Derivative liability$— $23,611 $— $23,611 
December 31, 2020    
Derivative liability$— $31,666 $— $31,666 
 Fair Value
 Level 1 Level 2 Level 3 Total
September 30, 2017       
Derivative asset$—
 $891
 $—
 $891
        
December 31, 2016       
Derivative asset$—
 $743
 $—
 $743
Derivative asset:Derivatives:  The fair value of the derivative assetliability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis utilizesuses observable market data including forward yield curves and implied volatilities
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilizeuse Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2017March 31, 2021 and December 31, 2016,2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy.

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

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 98 to the condensed consolidated financial statements.
Nonrecurring Fair Value Measurements
The Company did not remeasure any assets to fair value on a nonrecurring basis as of March 31, 2021. The following table presents the Company’s assets remeasuredmeasured at fair value on a nonrecurring basis as of September 30, 2017 and December 31, 2016,2020, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to a properties remeasured to fair value as a result of impairment charges recorded during the nine months ended September 30, 2017 and the year ended December 31, 2016,2020, except for those properties sold prior to September 30, 2017 and December 31, 2016, respectively.2020. Methods and assumptions used to estimate the fair value of these assets arethis asset is described after the table.
Fair Value
Level 1Level 2Level 3TotalProvision for
Impairment
December 31, 2020
Investment property$— $— $2,500 (a)$2,500 $2,279 
 Fair Value  
 Level 1 Level 2 Level 3 Total 
Provision for
Impairment (a)
September 30, 2017         
Investment property$—
 $58,000
(b)$—
 $58,000
 $45,638
Investment properties – held for sale
$—
 $18,300
(c)$—
 $18,300
 $3,260
          
December 31, 2016         
Investment properties$—
 $500
(d)$10,600
(e)$11,100
 $13,227
(a)Excludes impairment charges recorded on investment properties sold prior to September 30, 2017 and December 31, 2016, respectively.
(b)(a)Represents the fair value of the Company’s Schaumburg Towers investment property based on an expected sales price of $87,600 from a bona fide purchase offer, determined to be a Level 2 input, which contemplates historically deferred maintenance and capital requirements. The estimated fair value of $58,000 as of September 30, 2017, the date the asset was measured at fair value, reflects (i) capital expenditures expected to be incurred by the Company prior to sale and (ii) tenant-related costs expected to be credited to the buyer at close.
(c)Represents the fair values of the Company’s Century III Plaza, excluding the Home Depot parcel and Saucon Valley Square investment properties. The estimated fair value of Century III Plaza, excluding the Home Depot parcel, of $12,000 as of June 30, 2017, the date the asset was measured at fair value, was based upon the expected sales price from a bona fide purchase offer and determined to be a Level 2 input. The estimated fair value of Saucon Valley Square of $6,300 as of September 30, 2017, the date the asset was measured at fair value, was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input.
(d)Represents the fair value of the Company’s Rite Aid Store (Eckerd), Culver Rd. investment property as of December 31, 2016, the date the asset was measured at fair value. The estimated fair value of Rite Aid Store (Eckerd), Culver Rd. was based upon the expected sales price from a bona fide purchase offer and determined to be a Level 2 input.
(e)Represents the fair values of the Company’s Crown Theater and Saucon Valley Square investment properties. The estimated fair values of Crown Theater and Saucon Valley Square of $4,000 and $6,600, respectively, were determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following were the key Level 3 inputs used in estimating the fair values of Crown Theater as of December 31, 2016 and Saucon Valley Square as of September 30, 2016, the date the assets were measured at fair value:
  2016
  Low High
Rental revenue growth rates Varies (i) Varies (i)
Operating expense growth rates 3.10% 18.02%
Discount rates 9.35% 10.00%
Terminal capitalization rates 8.35% 9.50%
(i)Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors.

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

the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs.
Fair Value Disclosures
The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used
Fair Value
Level 1Level 2Level 3Total
March 31, 2021    
Mortgages payable, net$— $— $93,180 $93,180 
Unsecured notes payable, net$800,708 $— $472,013 $1,272,721 
Unsecured term loans, net$— $— $468,294 $468,294 
Unsecured revolving line of credit$— $— $0 $0 
December 31, 2020    
Mortgages payable, net$— $— $93,664 $93,664 
Unsecured notes payable, net$790,379 $— $463,549 $1,253,928 
Unsecured term loans, net$— $— $464,072 $464,072 
Unsecured revolving line of credit$— $— $0 $0 
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RETAIL PROPERTIES OF AMERICA, INC.
Notes to estimateCondensed Consolidated Financial Statements
(Unaudited)
The Company estimates the fair value of these instruments are described after the table.
 Fair Value
 Level 1 Level 2 Level 3 Total
September 30, 2017       
Mortgages payable, net$—
 $—
 $302,451
 $302,451
Unsecured notes payable, net$245,250
 $—
 $454,475
 $699,725
Unsecured term loans, net$—
 $—
 $551,274
 $551,274
Unsecured revolving line of credit$—
 $—
 $187,215
 $187,215
        
December 31, 2016       
Mortgages payable, net$—
 $—
 $833,210
 $833,210
Unsecured notes payable, net$234,700
 $—
 $444,512
 $679,212
Unsecured term loans, net$—
 $—
 $450,421
 $450,421
Unsecured revolving line of credit$—
 $—
 $86,130
 $86,130
Mortgages payable, net:its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rate for each of the Company’s individual mortgages payable based upon the specific terms of the agreement, including the term to maturity, the quality and nature of the underlying property and its leverage ratio. The rates used range from 3.2% to 4.2% and 2.9% to 4.6% as of September 30, 2017 and December 31, 2016, respectively.
Unsecured notes payable, net: The quoted market price as of September 30, 2017 was used to value the Notes Due 2025. The Company estimates the fair value of its Notes Due 2021 and 2024 and Notes Due 2026 and 2028 by discounting the future cash flows at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rates. The weighted average rates used were 4.22% and 4.48% as of September 30, 2017 and December 31, 2016, respectively.
Unsecured term loans, net:  The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows related to theat a reference rate, currently one-month LIBOR, plus an applicable credit spreads at ratesspread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used are not directly observable in the marketplace and judgment is used in determining the appropriate rates. The weighted average rates useddiscounted cash flow model to discount the credit spreads were 1.41% and 1.30% as of September 30, 2017 and December 31, 2016, respectively.
Unsecured revolving line of credit:  The Company estimatescalculate the fair value of its unsecured revolving line of credit by discounting the anticipated future cash flows related to the credit spreads at rates currently offered to the Company by its lenders for similar facilities of comparable maturity. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rates. The rate used to discount the credit spreads was 1.30% as of September 30, 2017 and December 31, 2016.Company’s Level 3 financial liabilities:
March 31, 2021December 31, 2020
Mortgages payable, net – range of discount rates used2.9% to 4.5%3.5% to 4.2%
Unsecured notes payable, net – weighted average discount rate used3.54%3.84%
Unsecured term loans, net – weighted average credit spread portion of discount rate used1.50%1.71%
Unsecured revolving line of credit – credit spread portion of discount rate used1.35%1.68%
There were no transfers between the levels of the fair value hierarchy during the ninethree months ended September 30, 2017.March 31, 2021 and the year ended December 31, 2020.
(14)(13) COMMITMENTS AND CONTINGENCIES
As of September 30, 2017,March 31, 2021, the Company had letter(s)letters of credit outstanding totaling $9,645 which$291 that serve as collateral for certain capital improvements at 1 of its properties and performance obligations on certain redevelopment projects, which will be satisfied upon completion of the projects, and reducedreduce the available borrowings on its unsecured revolving line of credit.
As of September 30, 2017,The following table summarizes the Company had begunCompany’s active expansion and redevelopment activities at Reisterstown Road Plaza located in Baltimore, Maryland and Towson Circle located in Towson, Maryland. The Company estimates that it will incur net costs of approximately $9,500 to $10,500 related to the Reisterstown Road Plaza redevelopment and approximately $33,000 to $35,000 related to the Towson Circle redevelopment, of which $6,539 and $12,102, respectively, has been incurredprojects as of September 30, 2017.March 31, 2021:

Estimated Net InvestmentNet Investment as of
March 31, 2021
Project NameMSALowHigh
Circle East (a)Baltimore$42,000 $44,000 $27,803 
One Loudoun Downtown – Pads G & H (b)Washington, D.C.$125,000 $135,000 $84,251 
The Shoppes at QuarterfieldBaltimore$9,700 $10,700 $2,782 
Southlake Town Square – PadDallas$2,000 $2,500 $2,119 
25
(a)Investment amounts are net of proceeds of $11,820 received from the sale of air rights.
Table(b)Investment amounts are net of Contentsexpected contributions from the Company’s joint venture partner.
RETAIL PROPERTIES OF AMERICA, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(15)(14) LITIGATION
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. During the three months ended March 31, 2020, the Company entered into a settlement agreement related to litigation with a former tenant and received $6,100 in proceeds.
(16)(15) SUBSEQUENT EVENTS
Subsequent to September 30, 2017,March 31, 2021, the Company:
closed on the disposition of Forks Town Center, a 100,300 square foot multi-tenant retail operating property located in Easton, Pennsylvania, which was classified as held for sale as of September 30, 2017, for a sales price of $23,800 with an anticipated gain on sale. The mortgage payable, with a principal balance of $7,680 as of September 30, 2017 and an interest rate of 7.70%, was repaid in conjunction with the disposition;
closed on the disposition of Placentia Town Center, a 111,000 square foot multi-tenant retail operating property located in Placentia, California, which was classified as held for sale as of September 30, 2017, for a sales price of $35,725 with an anticipated gain on sale;
closed on the disposition of Five Forks, a 70,200 square foot multi-tenant retail operating property located in Simpsonville, South Carolina, which was classified as held for sale as of September 30, 2017, for a sales price of $10,720 with an anticipated gain on sale;
closed on the disposition of Saucon Valley Square, a 80,700 square foot multi-tenant retail operating property located in Bethlehem, Pennsylvania, which was classified as held for sale as of September 30, 2017, for a sales price of $6,300 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
announced that it will redeem all 5,400 outstanding shares of its 7.00% Series A cumulative redeemable preferred stock on December 20, 2017 for cash at a redemption price of $25.00 per preferred share, plus $0.3840 per preferred share representing all accrued and unpaid dividends up to, but excluding, December 20, 2017; and
declaredCompany paid the cash dividend for the fourthfirst quarter of 20172021 of $0.165625$0.07 per share on its outstanding Class A common stock, which will bewas paid on January 10, 2018April 9, 2021 to Class A common shareholders of record at the close of business on December 27, 2017.March 26, 2021.
On April 1, 2021, the Company established an ATM equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (oror that they will happen at all).all. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intends,” “plans,” “estimates,” “continue”“estimates” or “anticipates” and variations of such words or similar expressions or the negative of such words. You can also identify forward-looking statements by discussions of strategies, plans or intentions. Risks, uncertainties and changes in the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
•economic and other developments in our target markets where we have a high concentration of properties;
•our business strategy;
•our projected operating results;
•rental rates and/or vacancy rates;
•frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;
•bankruptcy, insolvency or insolvencygeneral downturn in the business of a major tenant or a significant number of smaller tenants;
•adverse impact of e-commerce developments and shifting consumer retail behavior on our tenants;
•interest rates or operating costs;
•the discontinuation of London Interbank Offered Rate (LIBOR);
•real estate and zoning laws and changes in real property tax rates;
•real estate valuations;
•our leverage;
•our ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
•changes in the dividend policy for our Class A common stock;
•our ability to obtain necessary outside financing;
•the availability, terms and deployment of capital;
•general volatility of the capital and credit markets and the market price of our Class A common stock;
•risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
•risks generally associated with redevelopment, including the impact of construction delays and cost overruns and related impact on our estimated investments in such redevelopment, our ability to lease redeveloped space, and our ability to identify and pursue redevelopment opportunities;opportunities and the risk that it takes longer than expected for development assets to stabilize or that we do not achieve our estimated returns on such investments;
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•composition of members of our senior management team;
•our ability to attract and retain qualified personnel;
•our ability to continue to qualify as a real estate investment trust (REIT);
•governmental regulations, tax laws and rates and similar matters;
•our compliance with laws, rules and regulations;
•environmental uncertainties and exposure to natural disasters;

•pandemics or other public health crises, such as the novel coronavirus (COVID-19) pandemic, and the related impact on (i) our ability to manage our properties, finance our operations and perform necessary administrative and reporting functions and (ii) our tenants’ ability to operate their businesses, generate sales and meet their financial obligations, including the obligation to pay rent and other charges as specified in their leases;
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•insurance coverage; and
•the likelihood or actual occurrence of terrorist attacks in the U.S.
The extent to which COVID-19 ultimately impacts us and our tenants will depend, in part, on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption of available COVID-19 vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others. For a further discussion of these and other factors that could impact our future results, performance or transactions, see ItemPart II, “Item 1A. “RiskRisk Factors” in this document and in our Annual Report on Form 10-K for the year ended December 31, 20162020, which you should interpret as being heightened as a result of the numerous and in our Quarterly Report on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017.ongoing adverse impacts of COVID-19. Readers should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as required by applicable law.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included in this report.
Impact of the COVID-19 Pandemic
The global outbreak of COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economy, including the retail sector within the U.S. Additionally, the COVID-19 pandemic has had, and could continue to have, a significant adverse impact on the underlying industries of many of our tenants. As a result of the pandemic and the measures implemented to control the spread of COVID-19, our tenants and their operations, and their ability to pay rent in full, on time or at all, have been, and may continue to be, adversely impacted, including because of required temporary closures of their stores or modifications to, or restrictions placed on, their operations. While many U.S. states and cities have eased or lifted such restrictions, continued mitigation efforts or the effect of any relaxation or revocation of restrictions, including the impact on and of consumer behavior, all of which vary by geography, will continue to impact our business and such impacts may be significant and materially adverse to us. While we have been negatively impacted by the COVID-19 pandemic, including a decline in our retail portfolio occupancy of 260 basis points from 94.1% as of March 31, 2020 to 91.5% as of March 31, 2021 and a 4.0% decrease in annualized base rent (ABR) within our retail operating portfolio from $366,285 at March 31, 2020 to $351,686 at March 31, 2021, we also note recent positive trends, including continued improvement in base rent collection since the start of the pandemic, positive blended re-leasing spreads throughout the pandemic and increased leasing demand over the previous three quarters. However, due to numerous uncertainties, it is not possible to accurately predict the ultimate impact the pandemic will have on our financial condition, results of operations and cash flows and we continue to closely monitor the impact of the pandemic on all aspects of our business.
In response to COVID-19 and its related impact on many of our tenants, we reached agreements with tenants regarding lease concessions. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. The majority of these concessions were agreed to and, in the majority of these circumstances, executed during the year ended December 31, 2020. As of March 31, 2021, we have agreed in principle and/or executed additional lease concessions to defer, without an extension of the lease term, $36 of previously uncollected base rent
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charges and to address an additional $1,877 of previously uncollected base rent charges through abatement, a combination of deferral and abatement or a concession with the extension of the lease term.
As of April 26, 2021, we have collected 96% of base rent charges related to the three months ended March 31, 2021 and have executed lease concession agreements to address an additional 1% of base rent related to the three months ended March 31, 2021. Uncollected billed base rent related to tenants who have declared bankruptcy represents an additional 0.2% for the three months ended March 31, 2021. As of April 26, 2021, we have collected 81%, 89% and 95% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as compared to 78%, 88% and 94% as of February 8, 2021, respectively.
As of March 31, 2021, we have collected 93% of the base rent charges that had previously been deferred under executed lease concession agreements and were due to be paid during the three months ended March 31, 2021. As of March 31, 2021, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, are expected to be received over a period of approximately nine months. While we have reached agreement with the majority of tenants that have requested lease concessions as a result of COVID-19, we can provide no assurances whether certain tenants may request additional concessions in the future. As of March 31, 2021, all of our properties were open for the benefit of the communities and customers that our tenants serve and approximately 98% of our tenants (based on gross leasable area (GLA)), or 97% of our tenants (based on ABR), were open.
The following ABR information is based on ABR of leases in our retail operating portfolio that were in effect as of March 31, 2021, and is being provided to assist with analysis of the actual and potential impact of COVID-19. The information may not be indicative of collection, lease concession activity and cash-basis designation in future periods. The classification of tenant type, including the classification between essential and non-essential, is based on management’s understanding of the tenant’s operations and may not be comparative to similarly titled classifications by other companies.
Billed Base Rent Collections as of April 26, 2021
Resiliency Category/Tenant Type3/31/2021
ABR		% of
3/31/2021 ABR		Q1 2021
Billed Base
Rent Collected
Essential$113,070 32 %100 %
Office23,483 7 %96 %
Non-Essential158,788 45 %94 %
Restaurants
Restaurants – Full Service28,683 8 %90 %
Restaurants – Quick Service27,662 8 %95 %
Total Restaurants56,345 16 %93 %
Total Retail Operating Portfolio – Billed base rent collected$351,686 100 %96 %
Addressed through executed lease amendments1 %(a)
Total Retail Operating Portfolio – Billed base rent addressed97 %
(a)We have executed lease amendments to address an additional 1% of billed base rent related to Q1 2021 through abatements, combinations and/or modifications.
Executive Summary
Retail Properties of America, Inc. (we, our, us) is a REIT that owns and operates high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of March 31, 2021, we owned 102 retail operating properties in the United States. As of September 30, 2017, we owned 120 retail operating propertiesStates representing 21,647,00019,928,000 square feet of gross leasable area (GLA).GLA and had four expansion and redevelopment projects. Our retail operating portfolio includes (i) neighborhood and community centers, (ii) power centers, and (iii) lifestyle centers and multi-tenant retail-focused mixed-use properties, as well as single-user retail properties.
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The following table summarizes our operating portfolio as of September 30, 2017:March 31, 2021:
Property TypeNumber of 
Properties		GLA
(in thousands)		OccupancyPercent Leased 
Including Leases 
Signed (a)
Retail operating portfolio
Multi-tenant retail:
Neighborhood and community centers62 10,337 92.5 %93.6 %
Power centers22 4,784 94.8 %95.7 %
Lifestyle centers and mixed-use properties (b)16 4,546 85.5 %87.1 %
Total multi-tenant retail100 19,667 91.4 %92.6 %
Single-user retail2 261 100.0 %100.0 %
Total retail operating properties102 19,928 91.5 %92.7 %
Expansion and redevelopment projects:
Circle East1 
One Loudoun Downtown – Pads G & H (c)— 
Carillon1 
The Shoppes at Quarterfield1 
Total number of properties105 
Property Type 
Number of 
Properties
 
GLA
(in thousands)
 Occupancy 
Percent Leased 
Including Leases 
Signed (a)
Operating portfolio:        
Multi-tenant retail        
Neighborhood and community centers 59
 7,878
 91.8% 92.6%
Power centers 40
 9,142
 93.8% 95.0%
Lifestyle centers and mixed-use properties 15
 4,172
 85.6% 86.9%
Total multi-tenant retail 114
 21,192
 91.5% 92.5%
Single-user retail 6
 455
 100.0% 100.0%
Total retail operating portfolio 120
 21,647
 91.7% 92.7%
Office 1
 895
 13.8% 46.1%
Total operating portfolio (b) 121
 22,542
 88.6% 90.8%
(a)Includes leases signed but not commenced.
(a)Includes leases signed but not commenced.
(b)
Excludes six multi-tenant retail operating properties classified as held for sale as of September 30, 2017.
In addition to(b)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2021, 17 multi-family rental units were leased at an average monthly rental rate per unit of $1,370.
(c)The operating portion of this property is included in the property count of lifestyle centers and mixed-use properties within our retail operating portfolio, as of September 30, 2017, we owned two properties where we have begun redevelopment activities.portfolio.
We have undertakenare a portfolio repositioning effort, the core objective of which is to become a dominantprominent owner of multi-tenant retail properties, many with a mixed-use component, primarily located in 10 to 15 target markets, owning 3,000,000 to 5,000,000 square feet in each market. To date, we have identified 10 targetthe following markets: Dallas, Washington, D.C./Baltimore, New York, Chicago, Seattle, Atlanta, Houston, San Antonio, Phoenix and Austin. DependingSince our inaugural investor day in 2013, we have:
•improved our retail ABR by 33% to $19.28 per square foot as of March 31, 2021 from $14.46 per square foot as of March 31, 2013;
•increased our concentration in lifestyle and mixed-use properties based on whether favorable market conditions exist, among other factors, we expectmulti-tenant retail ABR by 1,700 basis points to substantially complete33% as of March 31, 2021 from 16% as of March 31, 2013;
•reduced our portfolio disposition effortstop 20 retail tenant concentration of total ABR by 1,040 basis points to 27.5% as of March 31, 2021 from 37.9% as of March 31, 2013; and
•reduced our indebtedness by 32% to $1,761,558 as of March 31, 2021 from $2,601,912 as of March 31, 2013.
Additionally, as of March 31, 2021, approximately 88.4% of our multi-tenant retail ABR was generated in the top 25 metropolitan statistical areas (MSAs), as determined by the endUnited States Census Bureau and ranked based on the most recently available population estimates.
We are focused on optimizing our tenancy, asset level configurations and merchandising through accretive leasing activity and growth-producing mixed-use expansion and redevelopment projects. For the three months ended March 31, 2021, we achieved a blended re-leasing spread of 2018.positive 5.8% consisting of comparable cash leasing spreads of positive 21.3% on new leases and positive 3.0% on renewal leases. During this period, we achieved average annual contractual rent increases on comparable signed new leases of approximately 180 basis points. As of March 31, 2021, we have $16,882 of ABR related to 791 square feet of GLA pertaining to 2021 lease expirations and $5,891 of ABR related to 233 square feet of GLA pertaining to leases signed but not yet commenced.

Our active expansion and redevelopment projects consist of approximately $179,000 to $192,000 of expected investment through 2022, equivalent to approximately 6% of the net book value of our investment properties as of March 31, 2021. These predominantly mixed-use-focused projects include the redevelopment at Circle East, the expansion projects of Pads G & H at One Loudoun Downtown and site and building reconfiguration at The Shoppes at Quarterfield as well as the vacant pad development at Southlake Town Square. Our current portfolio of assets contains numerous additional projects in the longer-term pipeline, including, among others, redevelopment at Carillon, additional pad developments at One Loudoun Downtown,
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pad developments and expansions at Main Street Promenade and Downtown Crown, and future projects at Merrifield Town Center, Tysons Corner, Southlake Town Square, Lakewood Towne Center and One Loudoun Uptown.
Company Highlights — NineThree Months Ended September 30, 2017March 31, 2021
AcquisitionsDevelopments in Progress
During the ninethree months ended September 30, 2017,March 31, 2021, we:
•invested $15,411 in our expansion and redevelopment projects at Circle East, One Loudoun Downtown, The Shoppes at Quarterfield and Southlake Town Square. We expect the majority of our 2021 project spend will be for the One Loudoun Downtown project; and
•placed a portion of Circle East and The Shoppes at Quarterfield in service and reclassified the related costs from “Developments in progress” into “Land” and “Building and other improvements” in the accompanying condensed consolidated balance sheets.
The following table summarizes the carrying amount of our developments in progress as of March 31, 2021 and December 31, 2020:
Property NameMSAMarch 31, 2021December 31, 2020
Expansion and redevelopment projects
Circle EastBaltimore$34,075 $38,180 
One Loudoun DowntownWashington, D.C.101,493 89,103 
Carillon (a)Washington, D.C.33,393 33,463 
The Shoppes at QuarterfieldBaltimore923 865 
Pad development projects
Southlake Town SquareDallas2,119 1,495 
172,003 163,106 
Land held for future development
One Loudoun UptownWashington, D.C.25,450 25,450 
Total developments in progress$197,453 $188,556 
(a)In response to macroeconomic conditions due to the COVID-19 pandemic, we continuedhalted plans for vertical construction at the redevelopment during 2020. As of March 31, 2021, we continue to execute our investment strategy by acquiring two multi-tenant retail operatingevaluate scenarios in anticipation of restarting future development.
Acquisitions and Dispositions
We did not acquire or sell any properties five additional phases, includingduring the development rights for additional multi-family units, at an existing wholly-owned multi-tenant retail operating property and the fee interest in an existing wholly-owned multi-tenant retail operating property for a total purchase pricethree months ended March 31, 2021.
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Market Summary
The following table summarizes our acquisitions during the nine months ended September 30, 2017:
Date Property Name 
Metropolitan
Statistical Area (MSA)
 Property Type 
Square
Footage
 
Acquisition
Price
January 13, 2017 Main Street Promenade Chicago Multi-tenant retail 181,600
 $88,000
January 25, 2017 
Boulevard at the Capital Centre –
Fee Interest
 Washington, D.C. Fee interest (a) —
 2,000
February 24, 2017 
One Loudoun Downtown –
Phase II
 Washington, D.C. Additional phase of multi-tenant retail (b) 15,900
 4,128
April 5, 2017 
One Loudoun Downtown –
Phase III
 Washington, D.C. Additional phase of multi-tenant retail (b) 9,800
 2,193
May 16, 2017 
One Loudoun Downtown –
Phase IV
 Washington, D.C. Development rights (b) —
 3,500
July 6, 2017 New Hyde Park Shopping Center New York Multi-tenant retail 32,300
 22,075
August 8, 2017 
One Loudoun Downtown –
Phase V
 Washington, D.C. Additional phase of multi-tenant retail (b) 17,700
 5,167
August 8, 2017 
One Loudoun Downtown –
Phase VI
 Washington, D.C. Additional phase of multi-tenant retail (b) 74,100
 20,523
        331,400
 $147,586
(a)The wholly-owned multi-tenant retail operating property located in Largo, Maryland was previously subject to an approximately 70 acre long-term ground lease with a third party. We completed a transaction whereby we received the fee interest in approximately 50 acres of the underlying land in exchange for which (i) we paid $1,939 and (ii) the term of the ground lease with respect to the remaining approximately 20 acres was shortened to nine months. We derecognized building and improvements of $11,347 related to the remaining ground lease, recognized the fair value of land received of $15,200 and recorded a deferred gain of $2,524. The deferred gain will be recognized upon the expiration of the remaining ground lease. The total number of properties in our portfolio was not affected by this transaction.
(b)We acquired the remaining five phases under contract, including the development rights for an additional 123 multi-family units for a total of 408 units, at our One Loudoun Downtown multi-tenant retail operating property. The total number of properties in our portfolio was not affected by these transactions.
In total for 2017, we expect to invest approximately $375,000 to $475,000 on strategic acquisitions in our target markets and repurchases of our common stock. Some of these acquisitions may be structured as Internal Revenue Code Section 1031 tax-deferred exchanges (1031 Exchanges).
Dispositions
During the nine months ended September 30, 2017, we continued to pursue dispositions of select non-target and single-user properties. Consideration from dispositions totaled $642,712 and included the sales of 28 multi-tenant retail operating properties aggregating 4,038,300 square feet for total consideration of $595,125, a 131,900 square foot single-user parcel located at an existing multi-tenant retail operating property for consideration of $17,519 and six single-user retail properties aggregating 132,200 square feet for total consideration of $30,068.

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The following table summarizes our dispositions during the nine months ended September 30, 2017:
Date Property Name Property Type 
Square
Footage
 Consideration
January 27, 2017 Rite Aid Store (Eckerd), Culver Rd. – Rochester, NY Single-user retail 10,900
 $500
February 21, 2017 Shoppes at Park West Multi-tenant retail 63,900
 15,383
March 7, 2017 CVS Pharmacy – Sylacauga, AL Single-user retail 10,100
 3,700
March 8, 2017 Rite Aid Store (Eckerd) – Kill Devil Hills, NC Single-user retail 13,800
 4,297
March 15, 2017 Century III Plaza – Home Depot (a) Single-user parcel 131,900
 17,519
March 16, 2017 Village Shoppes at Gainesville Multi-tenant retail 229,500
 41,750
March 24, 2017 Northwood Crossing Multi-tenant retail 160,000
 22,850
April 4, 2017 University Town Center Multi-tenant retail 57,500
 14,700
April 4, 2017 Edgemont Town Center Multi-tenant retail 77,700
 19,025
April 4, 2017 Phenix Crossing Multi-tenant retail 56,600
 12,400
April 27, 2017 Brown’s Lane Multi-tenant retail 74,700
 10,575
May 9, 2017 Rite Aid Store (Eckerd) – Greer, SC Single-user retail 13,800
 3,050
May 9, 2017 Evans Town Centre Multi-tenant retail 75,700
 11,825
May 25, 2017 Red Bug Village Multi-tenant retail 26,200
 8,100
May 26, 2017 Wilton Square Multi-tenant retail 438,100
 49,300
May 30, 2017 Town Square Plaza Multi-tenant retail 215,600
 28,600
May 31, 2017 Cuyahoga Falls Market Center Multi-tenant retail 76,400
 11,500
June 5, 2017 Plaza Santa Fe II Multi-tenant retail 224,200
 35,220
June 6, 2017 Rite Aid Store (Eckerd) – Columbia, SC Single-user retail 13,400
 3,250
June 16, 2017 Fox Creek Village Multi-tenant retail 107,500
 24,825
June 29, 2017 Cottage Plaza Multi-tenant retail 85,500
 23,050
June 29, 2017 Magnolia Square Multi-tenant retail 116,000
 16,000
June 29, 2017 Cinemark Seven Bridges Single-user retail 70,200
 15,271
June 29, 2017 Low Country Village I & II Multi-tenant retail 139,900
 22,075
July 20, 2017 Boulevard Plaza Multi-tenant retail 111,100
 14,300
July 26, 2017 Irmo Station (b) Multi-tenant retail 99,400
 16,027
July 27, 2017 Hickory Ridge Multi-tenant retail 380,600
 44,020
August 4, 2017 Lakepointe Towne Center Multi-tenant retail 196,600
 10,500
August 14, 2017 The Columns Multi-tenant retail 173,400
 21,750
August 25, 2017 Holliday Towne Center Multi-tenant retail 83,100
 11,750
August 25, 2017 Northwoods Center (b) Multi-tenant retail 96,000
 24,250
September 14, 2017 The Orchard Multi-tenant retail 165,800
 20,000
September 21, 2017 Lake Mary Pointe Multi-tenant retail 51,100
 5,100
September 22, 2017 West Town Market (b) Multi-tenant retail 67,900
 14,250
September 29, 2017 Dorman Centre I & II Multi-tenant retail 388,300
 46,000
      4,302,400
 $642,712
(a)We disposed of the Home Depot parcel at Century III Plaza, an existing 284,100 square foot multi-tenant retail operating property. The remaining portion of Century III Plaza is classified as held for sale as of September 30, 2017.
(b)Disposition proceeds related to this property are temporarily restricted related to a potential 1031 Exchange. As of September 30, 2017, disposition proceeds totaling $65,086 are temporarily restricted and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
During the nine months ended September 30, 2017, we also received net proceeds of $1,636 from other transactions, including condemnation awards and receipt of the escrow related to the disposition of Maple Tree Place on August 12, 2016. The aggregate proceeds, net of closing costs and proceeds temporarily restricted related to potential 1031 Exchanges, from property dispositions and other transactions during the nine months ended September 30, 2017 totaled $564,069.
Subsequent to September 30, 2017, we sold four multi-tenant retail operating properties aggregating 362,200 square feet for total consideration of $76,545. In total for 2017, we expect targeted dispositions to total approximately $850,000 to $1,000,000, some of which may be structured as 1031 Exchanges.

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Market Summary
As a result of our capital recycling efforts over the past several years, we increased the amount of annualized base rent (ABR) in our target markets to 76.4% of our total multi-tenant retail ABR, or 76.9% including amounts attributable to our active redevelopments. The following table summarizes our operating portfolio by market as of September 30, 2017:March 31, 2021. Square feet of GLA is presented in thousands.
Property Type/MarketNumber of
Properties		ABR (a)% of Total
Multi-Tenant
Retail ABR (a)		ABR per
Occupied
Sq. Ft.		GLA (a)% of Total
Multi-Tenant
Retail GLA (a)		Occupancy% Leased
Including
Signed
Multi-Tenant Retail:
Top 25 MSAs (b)
Dallas19 $79,898 23.1 %$23.15 3,943 20.0 %87.5 %88.1 %
New York9 36,460 10.5 %30.02 1,292 6.6 %94.0 %96.7 %
Washington, D.C.8 35,716 10.3 %28.78 1,388 7.1 %89.4 %90.0 %
Chicago8 27,346 7.9 %23.58 1,358 6.9 %85.4 %85.9 %
Seattle9 23,690 6.9 %16.46 1,516 7.7 %94.9 %95.9 %
Baltimore4 22,669 6.6 %16.08 1,542 7.9 %91.4 %93.2 %
Atlanta9 20,908 6.0 %14.09 1,513 7.7 %98.1 %98.5 %
Houston9 14,169 4.1 %13.19 1,141 5.8 %94.2 %94.4 %
San Antonio3 12,373 3.6 %17.67 722 3.7 %97.0 %97.0 %
Phoenix3 10,384 3.0 %17.71 632 3.2 %92.8 %94.8 %
Los Angeles1 6,894 2.0 %17.97 396 2.0 %96.9 %97.2 %
Riverside1 4,663 1.3 %16.26 292 1.5 %98.1 %100.0 %
Charlotte1 4,181 1.2 %13.97 319 1.6 %93.8 %97.5 %
St. Louis1 4,067 1.2 %9.72 453 2.3 %92.3 %92.3 %
Tampa1 2,339 0.7 %19.19 126 0.6 %97.0 %97.0 %
Subtotal86 305,757 88.4 %20.02 16,633 84.6 %91.8 %92.7 %
Non-Top 25 MSAs (b)14 40,065 11.6 %14.78 3,034 15.4 %89.4 %92.0 %
Total Multi-Tenant Retail100 345,822 100.0 %19.23 19,667 100.0 %91.4 %92.6 %
Single-User Retail2 5,864 22.49 261 100.0 %100.0 %
Total Retail
Operating Portfolio (c)
102 $351,686 $19.28 19,928 91.5 %92.7 %
Property Type/Market 
Number of
Properties
 ABR (a) 
% of Total
Multi-Tenant
Retail ABR (a)
 
ABR per
Occupied
Sq. Ft.
 
GLA
(in thousands) (a)
 
% of Total
Multi-Tenant
Retail GLA (a)
 Occupancy 
% Leased
Including
Signed
Multi-Tenant Retail:                
Target Markets                
Dallas, Texas 19
 $80,592
 22.6% $21.98
 3,926
 18.5% 93.4% 94.7%
Washington, D.C. /
Baltimore, Maryland
 13
 50,209
 14.1% 22.39
 2,735
 12.9% 82.0% 82.8%
New York, New York 9
 34,661
 9.7% 28.06
 1,292
 6.1% 95.6% 96.7%
Chicago, Illinois 7
 25,688
 7.2% 23.02
 1,258
 5.9% 88.7% 91.7%
Seattle, Washington 8
 20,424
 5.7% 15.18
 1,477
 7.0% 91.1% 91.7%
Atlanta, Georgia 9
 18,401
 5.2% 13.28
 1,513
 7.1% 91.6% 91.7%
Houston, Texas 9
 15,173
 4.3% 14.13
 1,141
 5.4% 94.1% 94.5%
San Antonio, Texas 3
 12,138
 3.4% 17.17
 723
 3.4% 97.8% 98.9%
Phoenix, Arizona 3
 9,886
 2.8% 17.36
 632
 3.0% 90.1% 91.4%
Austin, Texas 4
 5,170
 1.4% 15.99
 350
 1.7% 92.4% 93.7%
Subtotal 84
 272,342
 76.4% 19.93
 15,047
 71.0% 90.8% 91.9%
                 
Non-Target – Top 50 MSAs 14
 37,903
 10.6% 15.50
 2,641
 12.5% 92.6% 94.1%
                 
Subtotal Target Markets
and Top 50 MSAs
 98
 310,245
 87.0% 19.25
 17,688
 83.5% 91.1% 92.2%
                 
Non-Target – Other 16
 46,199
 13.0% 14.09
 3,504
 16.5% 93.6% 93.9%
                 
Total Multi-Tenant Retail 114
 356,444
 100.0% 18.38
 21,192
 100.0% 91.5% 92.5%
                 
Single-User Retail 6
 10,669
   23.45
 455
   100.0% 100.0%
                 
Total Retail 120
 367,113
   18.50
 21,647
   91.7% 92.7%
                 
Office 1
 1,921
   15.55
 895
   13.8% 46.1%
                 
Total Operating Portfolio (b) 121
 $369,034
   $18.48
 22,542
   88.6% 90.8%
(a)Excludes $2,731 of multi-tenant retail ABR and 176 square feet of multi-tenant retail GLA attributable to Circle East and The Shoppes at Quarterfield, located in the Baltimore MSA, and Carillon, located in the Washington, D.C. MSA, all three of which are in redevelopment. Including these amounts, 88.5% of our multi-tenant retail ABR and 84.7% of our multi-tenant retail GLA is located in the top 25 MSAs.
(a)Excludes $7,548 of multi-tenant retail ABR and 816 square feet of multi-tenant retail GLA attributable to our two active redevelopments, which are located in the Washington, D.C./Baltimore MSA. Including these amounts, 76.9% of our multi-tenant retail ABR and 72.1% of our multi-tenant retail GLA is located in our target markets.
(b)Excludes six multi-tenant retail operating properties classified as held for sale as of September 30, 2017.
(b)Top 25 MSAs are determined by the United States Census Bureau and ranked based on the most recently available population estimates.
(c)Excludes the 18 multi-family rental units at Plaza del Lago. As of March 31, 2021, 17 multi-family rental units were leased at an average monthly rental rate per unit of $1,370.
Leasing Activity
The following table summarizes the leasing activity in our retail operating portfolio and our active expansion and redevelopment projects during the ninethree months ended September 30, 2017. LeasesMarch 31, 2021. New leases with terms of less than 12 months and renewal leases that extend the lease term by less than 12 months have been excluded from the table.
Number of
Leases Signed		GLA Signed
(in thousands)		New
Contractual
Rent per Square
Foot (PSF) (a)		Prior
Contractual
Rent PSF (a)		% Change
over Prior
ABR (a)		Weighted
Average
Lease Term		Tenant
Allowances
PSF (b)
Comparable Renewal Leases59 320 $22.08 $21.44 3.0 %3.6 $0.82 
Comparable New Leases17 47 $31.60 $26.05 21.3 %7.3 $41.41 
Non-Comparable New and
Renewal Leases (c)
37 320 $16.58 N/AN/A7.2 $11.09 
Total113 687 $23.30 $22.03 5.8 %5.4 $8.25 
(a)Total excludes the impact of Non-Comparable New and Renewal Leases.
25
  
Number of
Leases
Signed
 
GLA Signed
(in thousands)
 
New
Contractual
Rent per Square
Foot (PSF) (a)
 
Prior
Contractual
Rent PSF (a)
 
% Change
over Prior
ABR (a)
 
Weighted
Average
Lease Term
 
Tenant
Allowances
PSF
Comparable Renewal Leases 279
 1,568
 $19.10
 $17.90
 6.7% 4.9
 $1.56
Comparable New Leases 32
 177
 $23.16
 $19.37
 19.6% 8.4
 $45.73
Non-Comparable New and
Renewal Leases (b)
 73
 305
 $18.90
 N/A
 N/A
 6.9
 $27.84
Total 384
 2,050
 $19.51
 $18.05
 8.1% 5.5
 $9.29
(a)Total excludes the impact of Non-Comparable New and Renewal Leases.
(b)Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and the current lease do not have a consistent lease structure.

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(b)Excludes tenant allowances and related square foot amounts at our active expansion and redevelopment projects. These tenant allowances, if any, are included in the expected investment for each project.
(c)Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed with variable lease payment terms and (iii) leases signed where the previous and current lease do not have a consistent lease structure.
Our near-term leasing efforts continue to beare primarily focused on (i) natural lease expirations, (ii) spaces previously occupied by bankrupt tenants, (iii) vacant anchor and small shop space, (ii) upcoming lease expirations and (iv) space(iii) spaces within our expansion and redevelopment projects. As we lease vacant space,Through these collective efforts, we look to capitalizesituationally focus on the opportunity to mark rents to market, upgrade ourstability and tenancy, and to optimize the mix of operators and unique retailers at our properties.
We continue As of March 31, 2021, we have $16,882 of ABR related to focus on leasing the vacant space at our one remaining office property and have leased 413,000791 square feet of the available 895,000GLA pertaining to 2021 lease expirations and $5,891 of ABR related to 233 square feet as of September 30, 2017.GLA pertaining to leases signed but not commenced.
Capital Markets
During the ninethree months ended September 30, 2017, we:
defeased the IW JV portfolio of mortgages payable, which had an outstanding principal balance of $379,435 and an interest rate of 7.50%, and incurred a defeasance premium and associated fees totaling $60,198;
repaid $100,000 of our unsecured term loan due 2018;
received funding in the amount of $200,000 on a seven-year unsecured term loan;
entered into two agreements to swap a total of $200,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt to a fixed interest rate of 1.26% through November 22, 2018;
borrowed $101,000, net of repayments, on our unsecured revolving line of credit;
repaid $94,409 of mortgages payable andMarch 31, 2021, we made scheduled principal payments of $3,619$598 related to amortizing loans; and
repurchased 9,829 shares of our common stock at an average price per share of $12.76 for a total of $125,589, which includes 396 shares repurchased in September 2017 at an average price per share of $13.08 for a total of $5,187, which settled on October 2, 2017, resulting in $115,570 remaining available under our $250,000 common stock repurchase program.loans.
Distributions
We declared a quarterly distributions totaling $1.3125 per sharedistribution of preferred stock and quarterly distributions totaling $0.496875$0.07 per share of common stock during the ninethree months ended September 30, 2017.March 31, 2021. During the three months ended March 31, 2021, we paid the fourth quarter 2020 distribution of $0.06 per share in January 2021.

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Results of Operations
Comparison of Results for the Three Months Ended September 30, 2017March 31, 2021 and 20162020
 Three Months Ended September 30,  
 2017 2016 Change
Revenues     
Rental income$100,977
 $113,627
 $(12,650)
Tenant recovery income28,024
 29,130
 (1,106)
Other property income1,518
 1,769
 (251)
Total revenues130,519
 144,526
 (14,007)
      
Expenses     
Operating expenses19,572
 20,285
 (713)
Real estate taxes21,863
 19,937
 1,926
Depreciation and amortization51,469
 56,763
 (5,294)
Provision for impairment of investment properties45,822
 4,742
 41,080
General and administrative expenses7,785
 11,110
 (3,325)
Total expenses146,511
 112,837
 33,674
      
Operating (loss) income(15,992) 31,689
 (47,681)
      
Interest expense(21,110) (25,602) 4,492
Other (expense) income, net(76) 22
 (98)
(Loss) income from continuing operations(37,178) 6,109
 (43,287)
Gain on sales of investment properties73,082
 66,385
 6,697
Net income35,904
 72,494
 (36,590)
Preferred stock dividends(2,362) (2,362) —
Net income attributable to common shareholders$33,542
 $70,132
 $(36,590)
 Three Months Ended March 31,
20212020Change
Revenues:
Lease income$119,380 $118,695 $685 
Expenses:
Operating expenses18,065 16,414 1,651 
Real estate taxes18,934 18,533 401 
Depreciation and amortization47,867 40,173 7,694 
Provision for impairment of investment properties— 346 (346)
General and administrative expenses11,118 9,165 1,953 
Total expenses95,984 84,631 11,353 
Other (expense) income:
Interest expense(18,752)(17,046)(1,706)
Gain on litigation settlement— 6,100 (6,100)
Other income (expense), net69 (761)830 
Net income4,713 22,357 (17,644)
Net income attributable to noncontrolling interests— — — 
Net income attributable to common shareholders$4,713 $22,357 $(17,644)
Net income attributable to common shareholders decreased $36,590 from $70,132was $4,713 for the three months ended September 30, 2016March 31, 2021 compared to $33,542$22,357 for the three months ended September 30, 2017March 31, 2020. The $17,644 decrease was primarily as a result ofdue to the following:
•a $41,080$7,694 increase in provision for impairment of investment properties. Based on the results of our evaluations for impairment (see Notes 12 and 13 to the accompanying condensed consolidated financial statements), we recognized impairment charges of $45,822 and $4,742 for the three months ended September 30, 2017 and 2016, respectively; and
a $12,650 decrease in rental income primarily consisting of a $12,601 decrease in base rent, which resulted from the operating properties sold during 2016 and 2017 or classified as held for sale as of September 30, 2017, along with our one remaining office property and our redevelopment properties, partially offset by an increase from the operating properties acquired during 2016 and 2017 and growth from our same store portfolio;
partially offset by
a $6,697 increase in gain on sales of investment properties related to the sales of 11 investment properties, representing approximately 1,813,300 square feet of GLA, during the three months ended September 30, 2017 compared to the sales of 12 investment properties, representing approximately 1,254,000 square feet of GLA, during the three months ended September 30, 2016;
a $5,294 decrease in depreciation and amortization primarily due to the write-off of assets taken out of service due to the demolition of a retail outparcel at a redevelopmentour Tacoma South investment property during the three months ended September 30, 2016, along with a decrease from the investment properties sold or classified as held for sale as of September 30, 2017, partially offset by an increase from the acquisition of investment propertiesMarch 31, 2021. No such write-off occurred during the three months ended September 30, 2017;March 31, 2020;
•a $6,100 gain on litigation settlement recognized during the three months ended March 31, 2020 related to litigation with a former tenant. No such gain was recognized during the three months ended March 31, 2021;
•a $1,953 increase in general and administrative expenses primarily due to the timing of recognition of cash bonus expense;
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•a $4,492 decrease$1,706 increase in interest expense primarily consisting of:
an $11,032 decrease•a $4,750 increase in interest on mortgages payable due to a reduction in mortgage debt;
partially offset by

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a $2,998 increase in prepayment penalties;
a $2,080 increase in interest from our 4.08%4.75% senior unsecured notes due 2026 and our 4.24% senior unsecured notes due 20282030 (Notes Due 2026 and 2028)2030), which were issued in SeptemberAugust 2020; and December 2016, respectively; and
•a $1,514$1,000 increase in interest on our Term Loanadditional $100,000 4.00% senior unsecured notes due 2025 (Notes Due 2023,2025), which fundedwere issued in January 2017.July 2020;
partially offset by
•a $1,960 decrease in interest on our $250,000 unsecured term loan due 2021, which was repaid in August 2020;
•a $1,030 decrease in interest on our 4.12% senior unsecured notes due 2021, the remaining $100,000 principal balance of which was repaid in September 2020; and
•a $778 decrease in interest on our unsecured revolving line of credit as it was undrawn as of March 31, 2021; and
•a $1,651 increase in operating expenses primarily due to higher snow-related expenses in 2021.
Net operating income (NOI)
We define NOI as all revenues other than (i) straight-line rental income (non-cash), (ii) amortization of lease inducements, (iii) amortization of acquired above and below market lease intangibles and (iv) lease termination fee income, less real estate taxes and all operating expenses other than straight-linelease termination fee expense and non-cash ground rent expense, (non-cash)which is comprised of amortization of right-of-use lease assets and amortization of acquired ground lease intangibles (non-cash).liabilities. NOI consists of same store NOI (Same Store NOI) and NOI from other investment properties (NOI from Other Investment Properties). We believe that NOI, Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Operating“Net income” or “Net income attributable to common shareholders” in accordance with accounting principles generally accepted in the United States (GAAP). We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI, Same Store NOI and NOI from Other Investment Properties do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of NOI, Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. For reference and as an aid in understanding our computation of NOI, a reconciliation of net (loss) income attributable to common shareholders as computed in accordance with GAAP to Same Store NOI has been presented for each comparable period presented.
Same store portfolio
For the three and nine months ended September 30, 2017,March 31, 2021, our same store portfolio consisted of 110102 retail operating properties acquired or placed in service and stabilized prior to January 1, 2016.2020. The number of properties in our same store portfolio decreasedincreased to 110102 as of September 30, 2017March 31, 2021 from 123101 as of June 30, 2017December 31, 2020 as a result of the following:
the removaladdition of eightNorth Benson Center, a same store investment properties sold during the three months ended September 30, 2017; and
the removal of five same store investment properties classified as held for sale as of September 30, 2017. Century III Plaza, which is also classified as held for sale as of September 30, 2017, did not impact the number of same store properties as itproperty that was classified as held for sale as of June 30, 2017.
The sales of Boulevard Plazaacquired on July 20, 2017, Irmo Station on July 26, 2017 and Lakepointe Towne Center on August 4, 2017 did not impact the number of same store properties as they were classified as held for sale as of June 30, 2017.March 7, 2019.
The properties and financial results reported in “Other investment properties” primarily include the following:
•properties acquired after December 31, 2015;or placed in service and stabilized during 2020 and 2021;
our one remaining office property;•the multi-family rental units at Plaza del Lago;
three properties•Circle East, which is in active redevelopment;
•One Loudoun Downtown – Pads G & H, which are in active development;
•Carillon, a redevelopment project where we have begun redevelopment and/or activitieshalted plans for vertical construction during 2020 in anticipationresponse to macroeconomic conditions due to the impact of the COVID-19 pandemic;
•The Shoppes at Quarterfield, which is in active redevelopment;
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•land held for future redevelopment;development;
•investment properties that were sold or classified as held for sale in 2016during 2020; and 2017;
•the net income from our wholly-ownedwholly owned captive insurance company; and
the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest on April 29, 2016.

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company.
The following tables present a reconciliation of net income attributable to common shareholders to Same Store NOI and details of the components of Same Store NOI for the three months ended September 30, 2017March 31, 2021 and 2016:2020:
Three Months Ended March 31,
 20212020Change
Net income attributable to common shareholders$4,713 $22,357 $(17,644)
Adjustments to reconcile to Same Store NOI: 
Gain on litigation settlement— (6,100)6,100 
Depreciation and amortization47,867 40,173 7,694 
Provision for impairment of investment properties— 346 (346)
General and administrative expenses11,118 9,165 1,953 
Interest expense18,752 17,046 1,706 
Straight-line rental income, net(420)(341)(79)
Amortization of acquired above and below market lease intangibles, net(1,225)(976)(249)
Amortization of lease inducements423 419 4 
Lease termination fees, net(679)(124)(555)
Non-cash ground rent expense, net212 333 (121)
Other (income) expense, net(69)761 (830)
NOI80,692 83,059 (2,367)
NOI from Other Investment Properties(326)(811)485 
Same Store NOI$80,366 $82,248 $(1,882)
 Three Months Ended September 30,  
 2017 2016 Change
Net income attributable to common shareholders$33,542
 $70,132
 $(36,590)
Adjustments to reconcile to Same Store NOI:     
Preferred stock dividends2,362
 2,362
 —
Gain on sales of investment properties(73,082) (66,385) (6,697)
Depreciation and amortization51,469
 56,763
 (5,294)
Provision for impairment of investment properties45,822
 4,742
 41,080
General and administrative expenses7,785
 11,110
 (3,325)
Interest expense21,110
 25,602
 (4,492)
Straight-line rental income, net(1,849) (1,226) (623)
Amortization of acquired above and below market lease intangibles, net(482) (1,441) 959
Amortization of lease inducements242
 265
 (23)
Lease termination fees(188) (385) 197
Straight-line ground rent expense674
 692
 (18)
Amortization of acquired ground lease intangibles(140) (140) —
Other expense (income), net76
 (22) 98
NOI87,341
 102,069
 (14,728)
NOI from Other Investment Properties(12,054) (27,548) 15,494
Same Store NOI$75,287
 $74,521
 $766
Three Months Ended September 30,  Three Months Ended March 31,
2017 2016 Change20212020Change
Same Store NOI:     Same Store NOI:
Base rent$82,163
 $80,918
 $1,245
Base rent$85,003 $89,370 $(4,367)
Percentage and specialty rent603
 531
 72
Percentage and specialty rent521 864 (343)
Tenant recovery income24,499
 22,838
 1,661
Other property operating income832
 881
 (49)
108,097
 105,168
 2,929
     
Tenant recoveriesTenant recoveries26,112 25,549 563 
Other lease-related incomeOther lease-related income1,285 1,468 (183)
Uncollectible lease income, netUncollectible lease income, net3,758 (822)4,580 
Property operating expenses14,814
 15,084
 (270)Property operating expenses(17,190)(15,802)(1,388)
Bad debt expense148
 (74) 222
Real estate taxes17,848
 15,637
 2,211
Real estate taxes(19,123)(18,379)(744)
32,810
 30,647
 2,163
     
Same Store NOI$75,287
 $74,521
 $766
Same Store NOI$80,366 $82,248 $(1,882)
Same Store NOI increased $766,decreased $1,882, or 1.0%2.3%, primarily due to the following:
•a $4,367 decrease in base rent increased $1,245 primarily dueas a result of (i) a $3,680 decrease from occupancy declines, (ii) a $2,609 decrease from lease concession agreements that do not meet deferral accounting treatment, partially offset by $1,230 related to the repayment of amounts previously deferred under lease concessions that did not meet deferral accounting treatment, and (iii) an increase of $622$645 from contractual rent changes, $511changes. The aggregate $2,609 decrease from re-leasing spreadslease concession agreements was associated with billed base rent of $1,254 from the three months ended March 31, 2021 and $193$1,355 from rent abatements, partially offset by prior periods; and
•a decrease of $106 from occupancy changes;
partially offset by
$1,569 increase in property operating expenses and real estate taxes, net of tenant recovery income, increased $280recoveries, primarily due to higher net real estate tax refunds during the three months ended September 30, 2016; and
bad debt expense increased $222.

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Comparison of Results for the Nine Months Ended September 30, 2017 and 2016
 Nine Months Ended September 30,  
 2017 2016 Change
Revenues     
Rental income$316,968
 $344,081
 $(27,113)
Tenant recovery income88,334
 89,140
 (806)
Other property income6,249
 7,170
 (921)
Total revenues411,551
 440,391
 (28,840)
      
Expenses     
Operating expenses62,440
 63,438
 (998)
Real estate taxes65,229
 60,966
 4,263
Depreciation and amortization157,268
 163,602
 (6,334)
Provision for impairment of investment properties58,856
 11,048
 47,808
General and administrative expenses29,368
 33,289
 (3,921)
Total expenses373,161
 332,343
 40,818
      
Operating income38,390
 108,048
 (69,658)
      
Gain on extinguishment of debt—
 13,653
 (13,653)
Gain on extinguishment of other liabilities—
 6,978
 (6,978)
Interest expense(128,077) (78,343) (49,734)
Other income, net380
 449
 (69)
(Loss) income from continuing operations(89,307) 50,785
 (140,092)
Gain on sales of investment properties230,874
 97,737
 133,137
Net income141,567
 148,522
 (6,955)
Preferred stock dividends(7,087) (7,087) —
Net income attributable to common shareholders$134,480
 $141,435
 $(6,955)
Net income attributable to common shareholders decreased $6,955 from $141,435 for the nine months ended September 30, 2016 to $134,480 for the nine months ended September 30, 2017 primarily(i) decreases in tenant recoveries as a result of the following:
a $49,734decline in occupancy and (ii) an increase in interest expense primarily consisting of:
a $67,513 increase in prepayment penalties and defeasance premiums and a $3,395 increase in capitalized loan fee write-offs primarily related to the defeasance of the IW JV portfolio of mortgages payable during the nine months ended September 30, 2017, which resulted in a defeasance premium and associated fees totaling $60,198 and the write-off of $4,003 of capitalized loan fees;
a $6,240 increase in interest from our 4.08% senior unsecured notes due 2026 and our 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), which were issued in September and December 2016, respectively; and
a $4,460 increase in interest on our Term Loan Due 2023, which funded in January 2017;certain net recoverable property operating expenses;
partially offset by
•a $33,065$4,580 decrease in interest on mortgages payablereserve for uncollectible lease income primarily due to a reduction in mortgage debt;
a $47,808 increase in provision(i) collection of amounts related to previous periods from tenants accounted for impairment of investment properties. Based on the resultscash basis of our evaluationsaccounting, (ii) the execution of lease concessions that did not meet deferral accounting treatment, however, were agreed in previous periods; as a result, the impact of
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these concessions was included within the reserve for impairment (see Notes 12uncollectible lease income until executed, and 13 to the accompanying condensed consolidated financial statements), we recognized impairment charges of $58,856 and $11,048 for the nine months ended September 30, 2017 and 2016, respectively;
(iii) a $27,113 decrease in rental income primarily consisting of a $26,936 decrease in base rent, which resultedthe general reserve due to collections from the operating properties sold during 2016 and 2017 or classified as held for sale as of September 30, 2017, along with our one remaining office property and our redevelopment properties,accrual-basis tenants, partially offset by an increase from(iv) the operating properties acquired during 2016 and 2017 and growth from our same store portfolio;

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a $13,653 gain on extinguishment of debt recognized during the nine months ended September 30, 2016 associated with the disposition of The Gateway through a lender-directed sale in full satisfaction of our mortgage obligation. No such gain was recorded during the nine months ended September 30, 2017; and
a $6,978 gain on extinguishment of other liabilities recognized during the nine months ended September 30, 2016current period charges related to cash-basis tenants and (v) the acquisitionimpact of the fee interestlease concessions we have agreed in Ashland & Roosevelt, one of our existing investment properties that was previously subject to a ground lease with a third party. The amount recognized represents the reversal of the straight-line ground rent liability associated with the ground lease. No such gain was recorded during the nine months ended September 30, 2017;
partially offset by
a $133,137 increase in gain on sales of investment properties related to the sales of 34 investment properties and a single-user parcel located at an existing multi-tenant retail operating property, representing approximately 4,302,400 square feet of GLA, during the nine months ended September 30, 2017 compared to the sales of 28 investment properties and one outparcel, representing approximately 2,387,700 square feet of GLA, during the nine months ended September 30, 2016; and
a $6,334 decrease in depreciation and amortization primarily due to the write-off of assets taken out of service at a redevelopment property during the nine months ended September 30, 2016, along with a decrease from the investment properties sold or classified as held for saleprinciple as of September 30, 2017, partially offset by an increase from the acquisitionMarch 31, 2021 that are not expected to meet deferral accounting treatment, however, such agreements have not been executed as of investment properties during the nine months ended September 30, 2017.
The following tables present a reconciliation of net income attributable to common shareholders to Same Store NOI and details of the components of Same Store NOI for the nine months ended September 30, 2017 and 2016:
 Nine Months Ended September 30,  
 2017 2016 Change
Net income attributable to common shareholders$134,480
 $141,435
 $(6,955)
Adjustments to reconcile to Same Store NOI:     
Preferred stock dividends7,087
 7,087
 —
Gain on sales of investment properties(230,874) (97,737) (133,137)
Depreciation and amortization157,268
 163,602
 (6,334)
Provision for impairment of investment properties58,856
 11,048
 47,808
General and administrative expenses29,368
 33,289
 (3,921)
Gain on extinguishment of debt—
 (13,653) 13,653
Gain on extinguishment of other liabilities—
 (6,978) 6,978
Interest expense128,077
 78,343
 49,734
Straight-line rental income, net(3,109) (3,054) (55)
Amortization of acquired above and below market lease intangibles, net(1,762) (2,412) 650
Amortization of lease inducements824
 817
 7
Lease termination fees(2,310) (3,070) 760
Straight-line ground rent expense2,037
 2,372
 (335)
Amortization of acquired ground lease intangibles(420) (420) —
Other income, net(380) (449) 69
NOI279,142
 310,220
 (31,078)
NOI from Other Investment Properties(52,111) (87,028) 34,917
Same Store NOI$227,031
 $223,192
 $3,839

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 Nine Months Ended September 30,  
 2017 2016 Change
Same Store NOI:     
Base rent$246,496
 $242,589
 $3,907
Percentage and specialty rent2,433
 2,621
 (188)
Tenant recovery income71,777
 68,961
 2,816
Other property operating income2,474
 2,386
 88
 323,180
 316,557
 6,623
      
Property operating expenses44,224
 45,435
 (1,211)
Bad debt expense668
 355
 313
Real estate taxes51,257
 47,575
 3,682
 96,149
 93,365
 2,784
      
Same Store NOI$227,031
 $223,192
 $3,839
Same Store NOI increased $3,839, or 1.7%, primarily due to an increase of $3,907 in base rent primarilyMarch 31, 2021; as a result, the impact of increases inthese anticipated concessions are included within the following: $1,905 from contractual rent changes, $1,647 from re-leasing spreads and $300 from rent abatements.reserve for uncollectible lease income until executed.
Funds From Operations Attributable to Common Shareholders
The National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a financial measure known as funds from operations (FFO). As defined by NAREIT, FFO means net income (loss) computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains (or losses) from sales of depreciable real estate plus depreciationassets, (iii) gains and amortizationlosses from change in control and (iv) impairment charges on depreciablewrite-downs of real estate.estate assets and investments in entities directly attributable to decreases in the value of real estate held by the entity. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. Management believes that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other REITs.
We define Operating FFO attributable to common shareholders as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events whichthat we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, (i) the impact on earnings from gains or losses associated with the early extinguishment of debt or other liabilities, impairment charges to write down the carrying value of assets other than depreciable real estate,(ii) litigation involving the Company, including actual or anticipatedgains recognized as a result of settlement and associated legal costs andto engage outside counsel related to litigation with former tenants, (iii) the impact on earnings from executive separation, and (iv) the excess of redemption value over carrying value of preferred stock redemption, which are not otherwise adjusted in our calculation of FFO attributable to common shareholders.
We believe that FFO attributable to common shareholders and Operating FFO attributable to common shareholders, which are supplemental non-GAAP financial measures, provide an additional and useful means to assess the operating performance of REITs. FFO attributable to common shareholders and Operating FFO attributable to common shareholders do not represent alternatives to (i) “Net Income” or “Net income attributable to common shareholders” as indicators of our financial performance, or (ii) “Cash flows from operating activities” in accordance with GAAP as measures of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

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The following table presents a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders and Operating FFO attributable to common shareholders:
Three Months Ended March 31,
20212020
Net income attributable to common shareholders$4,713 $22,357 
Depreciation and amortization of real estate (a)47,540 39,838 
Provision for impairment of investment properties— 346 
FFO attributable to common shareholders$52,253 $62,541 
FFO attributable to common shareholders per common share outstanding – diluted$0.24 $0.29 
FFO attributable to common shareholders$52,253 $62,541 
Impact on earnings from the early extinguishment of debt, net (b)64 — 
Gain on litigation settlement— (6,100)
Other (c)28 1,011 
Operating FFO attributable to common shareholders$52,345 $57,452 
Operating FFO attributable to common shareholders per common share outstanding – diluted$0.24 $0.27 
(a)Includes $7,527 of accelerated depreciation recorded in connection with the write-off of assets taken out of service due to the demolition of a retail outparcel at our Tacoma South investment property during the three months ended March 31, 2021.
(b)Included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
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Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 2017 2016 2017 2016
Net income attributable to common shareholders$33,542
 $70,132
 $134,480
 $141,435
Depreciation and amortization of depreciable real estate50,867
 56,384
 155,857
 162,577
Provision for impairment of investment properties45,822
 4,742
 58,856
 8,884
Gain on sales of depreciable investment properties(73,082) (66,385) (230,874) (97,737)
FFO attributable to common shareholders$57,149
 $64,873
 $118,319
 $215,159
        
FFO attributable to common shareholders per common share outstanding$0.25
 $0.27
 $0.51
 $0.91
        
FFO attributable to common shareholders$57,149
 $64,873
 $118,319
 $215,159
Impact on earnings from the early extinguishment of debt, net3,006
 —
 71,675
 (12,842)
Provision for hedge ineffectiveness5
 (38) 16
 (35)
Provision for impairment of non-depreciable investment property—
 —
 —
 2,164
Gain on extinguishment of other liabilities—
 —
 —
 (6,978)
Impact on earnings from executive separation, net (a)(1,086) —
 (1,086) —
Other (b)207
 (5) 188
 (189)
Operating FFO attributable to common shareholders$59,281
 $64,830
 $189,112
 $197,279
        
Operating FFO attributable to common shareholders
per common share outstanding
$0.26
 $0.27
 $0.81
 $0.83
(c)Primarily consists of the impact on earnings from litigation involving the Company, including costs to engage outside counsel related to litigation with former tenants, which is included within “Other income (expense), net” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss).
(a)Reflected as a reduction to “General and administrative expenses” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income.
(b)Primarily consists of the impact on earnings from litigation involving the Company, including actual or anticipated settlement and associated legal costs, which are included in “Other (expense) income, net” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income.
Liquidity and Capital Resources
We anticipate that cash flows from the below-listed sources will provide adequate capital for the next 12 months and beyond for all scheduled principal and interest payments on our outstanding indebtedness, including maturing debt, current and anticipated tenant allowances or other capital obligations, the shareholder distributions required to maintain our REIT status and compliance with the financial covenants of our unsecured debt agreements.
Our primary expected sources and uses of liquidity are as follows:
SOURCESUSES
▪Operating cash flow▪Tenant allowances and leasing costs
▪Cash and cash equivalents▪Improvements made to individual properties, certain of which are not
▪Available borrowings under our unsecured revolvingrecoverable through common area maintenance charges to tenants
line of credit▪AcquisitionsDebt repayments
▪Proceeds from capital markets transactions▪Debt repayments and defeasancesDistribution payments
▪Proceeds from asset dispositions▪Distribution paymentsRedevelopment, expansion and pad development activities
▪Proceeds from the sales of air rights▪���Redevelopment, renovation or expansion activitiesAcquisitions
▪New development
▪Repurchases of our common stock
▪Redemption of our preferred stock
WeOver the last several years, we have made substantial progress overin reinforcing the last several years in strengtheningstrength of our balance sheet, as demonstrated by our reduced leverage, increasedfinancial flexibility and abundant liquidity. We believe this progress places us in a position to be able to better withstand the current unprecedented macroeconomic environment. However, there can be no assurances in this regard or that additional financing or capital will be available to us going forward on favorable terms, or at all. Additionally, as of April 26, 2021, we have collected 96% of base rent charges related to the three months ended March 31, 2021 and have executed lease concession agreements for an additional 1% of billed base rent related to the three months ended March 31, 2021. Uncollected billed base rent related to tenants who have declared bankruptcy represents an additional 0.2% for the three months ended March 31, 2021. As of April 26, 2021, we have collected 81%, 89% and 95% of billed base rent charges related to the three months ended June 30, 2020, September 30, 2020 and December 31, 2020, respectively, as compared to 78%, 88% and 94% as of February 8, 2021, respectively. If our cash collection activity deteriorates, and if we reach additional agreements with tenants to defer or abate rent, our operating cash flows and liquidity and higher unencumbered asset ratio.will be negatively impacted. We can make no assurances that the in-process lease amendments will ultimately be executed in the lease concession type being actively negotiated, or at all. Over the last several years as we worked to fortify our balance sheet, we funded debt maturities primarily through asset dispositions and capital markets transactions, including the public offering of our common stock and private and public offerings of senior unsecured notes.notes, as well as asset dispositions. As of September 30, 2017,March 31, 2021, we had $1,003have no scheduled debt maturities and $1,811 of principal amortization due through the end of 2017,2021, which we plan

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on satisfying through a combination of proceedscash flows from asset dispositions,operations, working capital markets transactions and our unsecured revolving line of credit.
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The table below summarizes our consolidated indebtedness as of September 30, 2017:March 31, 2021:
DebtAggregate
Principal
Amount		Weighted
Average
Interest Rate		Maturity DateWeighted
Average Years
to Maturity
Fixed rate mortgages payable (a)$91,558 4.36 %Various3.8 years
Unsecured notes payable:
Senior notes – 4.58% due 2024150,000 4.58 %June 30, 20243.3 years
Senior notes – 4.00% due 2025350,000 4.00 %March 15, 20254.0 years
Senior notes – 4.08% due 2026100,000 4.08 %September 30, 20265.5 years
Senior notes – 4.24% due 2028100,000 4.24 %December 28, 20287.8 years
Senior notes – 4.82% due 2029100,000 4.82 %June 28, 20298.2 years
Senior notes – 4.75% due 2030400,000 4.75 %September 15, 20309.5 years
Total unsecured notes payable (a)1,200,000 4.42 %6.5 years
Unsecured credit facility:
Revolving line of credit – variable rate— 1.21 %April 22, 2022 (b)1.1 years
Unsecured term loans:
Term Loan Due 2023 – fixed rate (c)200,000 4.10 %November 22, 20232.6 years
Term Loan Due 2024 – fixed rate (d)120,000 2.88 %July 17, 20243.3 years
Term Loan Due 2026 – fixed rate (e)150,000 3.37 %July 17, 20265.3 years
Total unsecured term loans (a)470,000 3.56 %3.7 years
Total consolidated indebtedness$1,761,558 4.19 %5.6 years
Debt 
Aggregate
Principal
Amount
 
Weighted
Average
Interest Rate
 Maturity Date 
Weighted
Average Years
to Maturity
Fixed rate mortgages payable (a) $288,252
 4.99% Various 5.5 years
         
Unsecured notes payable:        
Senior notes – 4.12% due 2021 100,000
 4.12% June 30, 2021 3.8 years
Senior notes – 4.58% due 2024 150,000
 4.58% June 30, 2024 6.8 years
Senior notes – 4.00% due 2025 250,000
 4.00% March 15, 2025 7.5 years
Senior notes – 4.08% due 2026 100,000
 4.08% September 30, 2026 9.0 years
Senior notes – 4.24% due 2028 100,000
 4.24% December 28, 2028 11.3 years
Total unsecured notes payable (a) 700,000
 4.19%   7.5 years
         
Unsecured credit facility:        
Term loan due 2021 – fixed rate (b) 250,000
 1.97% January 5, 2021 3.3 years
Term loan due 2018 – variable rate (c) 100,000
 2.68% May 11, 2018 (c) 0.6 years
Revolving line of credit – variable rate (c) 187,000
 2.59% January 5, 2020 (c) 2.3 years
Total unsecured credit facility (a) 537,000
 2.32%   2.4 years
         
Term Loan Due 2023 – fixed rate (a) (d) 200,000
 2.96% November 22, 2023 6.1 years
         
Total consolidated indebtedness $1,725,252
 3.60%   5.4 years
(a)Fixed rate mortgages payable excludes mortgage discount of $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 2021. Unsecured notes payable excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021. Unsecured term loans exclude capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. Capitalized loan fees related to the revolving line of credit are included within “Other assets, net” in the accompanying condensed consolidated balance sheets.
(a)Fixed rate mortgages payable excludes mortgage premium of $1,087, discount of $(590) and capitalized loan fees of $(649), net of accumulated amortization, as of September 30, 2017 and a $7,680 mortgage payable and capitalized loan fees of $(25), net of accumulated amortization, associated with one investment property classified as held for sale as of September 30, 2017. Unsecured notes payable excludes discount of $(882) and capitalized loan fees of $(3,523), net of accumulated amortization, as of September 30, 2017. Term loans exclude capitalized loan fees of $(3,086), net of accumulated amortization, as of September 30, 2017. Capitalized loan fees related to the revolving line of credit are included in “Other assets, net” in the accompanying condensed consolidated balance sheets.
(b)Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a weighted average fixed rate of 0.67% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of September 30, 2017.
(c)We have two one year extension options on the term loan due 2018 and two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.15% for the term loan and 0.075% of the commitment amount being extended for the revolving line of credit.
(d)Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.26% plus a credit spread based on a leverage grid ranging from 1.70% to 2.55% through November 22, 2018. The applicable credit spread was 1.70% as of September 30, 2017.
(b)We have two six-month extension options on the revolving line of credit, which we may exercise as long as we are in compliance with the terms of the unsecured credit agreement and we pay an extension fee equal to 0.075% of the commitment amount being extended.
(c)Reflects $200,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.25% as of March 31, 2021.
(d)Reflects $120,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of March 31, 2021.
(e)Reflects $150,000 of LIBOR-based variable rate debt that has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.60% as of March 31, 2021.
Mortgages Payable
During the ninethree months ended September 30, 2017,March 31, 2021, we repaid or defeased mortgages payable in the total amount of $473,844, which had a weighted average fixed interest rate of 7.09%, and made scheduled principal payments of $3,619$598 related to amortizing loans. Included within the total repayments and defeasances for the nine months ended September 30, 2017 is the defeasance of a portfolio of mortgages payable with a principal balance of $379,435 as of December 31, 2016 and an interest rate of 7.50% that was cross-collateralized by 45 properties and scheduled to mature in 2019 (known as the IW JV portfolio of mortgages payable). We incurred a defeasance premium and associated fees totaling $60,198 in connection with this transaction, which are included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. As a result, the 45 properties that secured the mortgages payable as of December 31, 2016 are no longer encumbered by mortgages.

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Unsecured Notes Payable
Notes Due 2026 and 2028
On September 30, 2016, we issued $100,000 of 4.08% senior unsecured notes due 2026 in a private placement transaction pursuant to a note purchase agreement we entered into with certain institutional investors on September 30, 2016. Pursuant to the same note purchase agreement, on December 28, 2016, we also issued $100,000 of 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028). The proceeds were used to pay down our unsecured revolving line of credit, early repay certain longer-dated mortgages payable and for general corporate purposes.
The note purchase agreement governing the Notes Due 2026 and 2028 contains customary covenants and events of default. Pursuant to the terms of the note purchase agreement, we are subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) a minimum interest coverage ratio; (iii) an unencumbered interest coverage ratio (as set forth in our unsecured credit facility and the note purchase agreement governing the Notes Due 2021 and 2024); and (iv) a fixed charge coverage ratio (as set forth in our unsecured credit facility).
Notes Due 2025
On March 12, 2015, we completed a public offering of $250,000 in aggregate principal amount of 4.00% senior unsecured notes due 2025 (Notes Due 2025). The Notes Due 2025 were priced at 99.526% of the principal amount to yield 4.058% to maturity. The proceeds were used to repay a portion of our unsecured revolving line of credit.
The indenture, as supplemented, governing the Notes Due 2025 (the Indenture) contains customary covenants and events of default. Pursuant to the terms of the Indenture, we are subject to various financial covenants, including the requirement to maintain the following: (i) maximum secured and total leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio.
Notes Due 2021 and 2024
On June 30, 2014, we completed a private placement of $250,000 of unsecured notes, consisting of $100,000 of 4.12% senior unsecured notes due 2021 and $150,000 of 4.58% senior unsecured notes due 2024 (Notes Due 2021 and 2024). The proceeds were used to repay a portion of our unsecured revolving line of credit.
The note purchase agreement governing the Notes Due 2021 and 2024 contains customary covenants and events of default. Pursuant to the terms of the note purchase agreement, we are subject to various financial covenants, some of which are based upon the financial covenants in effect in our unsecured credit facility, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage and unencumbered interest coverage ratios; and (iii) a minimum consolidated net worth.
As of September 30, 2017, management believes we were in compliance with the financial covenants under the Indenture and the note purchase agreements.
Unsecured Term Loans and Revolving Line of Credit
Unsecured Credit Facility
On January 6, 2016,April 23, 2018, we entered into our fourthfifth amended and restated unsecured credit agreement (Unsecured Credit Agreement) with a syndicate of financial institutions led by KeyBank National Association serving as administrative agent and Wells Fargo Bank, National Association serving as syndication agent to provide for an unsecured credit facility aggregating $1,200,000$1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that was scheduled to mature on January 5, 2021 and was repaid during 2020 (Unsecured Credit Facility). The Unsecured Credit Facility consists of a $750,000 unsecured revolving line of credit a $250,000 unsecured term loan and a second unsecured term loan which had an outstanding balance of $200,000 at inception, of which we repaid $100,000 during the nine months ended September 30, 2017, and is priced on a leverage grid at a rate of LIBOR plus a credit spread. We received investment grade credit ratings from Moody’s and Standard & Poor’s in 2014. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we may electhave the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2017,March 31, 2021, making such an election would have resulted in a higher interest rate and, as such, we have not made the election to convert to an investment grade pricing grid.

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The following table summarizes the key terms of the Unsecured Credit Facility:
unsecured revolving line of credit:
Leverage-Based PricingRatings-BasedInvestment Grade Pricing
Unsecured Credit FacilityMaturity DateExtension OptionExtension FeeCredit SpreadUnusedFacility FeeCredit SpreadFacility Fee
$250,000 unsecured term loan1/5/2021N/AN/A1.30% - 2.20%N/A0.90% - 1.75%N/A
$100,000 unsecured term loan5/11/20182 one year0.15%1.45% - 2.20%N/A1.05% - 2.05%N/A
$750,000850,000 unsecured revolving line of credit1/5/20204/22/20222 six monthsix-month0.075%1.35% - 2.25%1.05%–1.50%0.15% - 0.25%–0.30%0.85% - 0.825%–1.55%0.125% - –0.30%
The Unsecured Credit Facility has a $400,000$500,000 accordion option that allows us, at our election, to increase the total credit facilityUnsecured Credit Facility up to $1,600,000,$1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) our ability to obtain additional lender commitments.
The Unsecured Credit Agreement contains customary covenants and events of default. Pursuant to the terms of the Unsecured Credit Agreement, we are subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; and (ii) minimum fixed charge and unencumbered interest coverage ratios. As of September 30, 2017, management believes we were in compliance with the financial covenants and default provisions under the Unsecured Credit Agreement.
As of September 30, 2017,March 31, 2021, we had letter(s)letters of credit outstanding totaling $9,645 which$291 that serve as collateral for certain capital improvements at one of our properties and performance obligations on certain redevelopment projects, which will be satisfied upon completion of the projects, and reducedreduce the available borrowings on our unsecured revolving line of credit.
Unsecured Term Loan Due 2023Loans
On January 3, 2017,As of March 31, 2021, we received funding onhave the following unsecured term loans: (i) a seven-year $200,000 unsecured term loan with a group of financial institutions, which closed during the year ended December 31, 2016. The Term(Term Loan Due 2023 is priced on2023), (ii) a leverage gridfive-year $120,000 unsecured term loan (Term Loan Due 2024) and (iii) a seven-year $150,000 unsecured term loan (Term Loan Due 2026), each of which bears interest at a rate of LIBOR plus a credit spread.spread based on a leverage grid. In accordance with the respective term loan agreement (Term Loan Agreement),agreements, the credit spread set forth in the leverage grid resets quarterly based on our leverage, as calculated at the previous quarter end, and we may electhave the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2017,March 31, 2021, making such an election would not have changed the interest rate for the Term Loan Due 2023 and would have resulted in a higher interest raterates for the Term Loan Due 2024 and Term Loan Due 2026 and, as such, we have not made the election to convert to an investment grade pricing grid.
The following table summarizes the key terms of the Term Loan Due 2023:
unsecured term loans:
Unsecured Term Loan Due 2023LoansMaturity Date
Leverage-Based Pricing

Credit Spread
Ratings-BasedInvestment Grade Pricing

Credit Spread
$200,000 unsecured term loan due 202311/22/20231.70%1.20% – 2.55%1.85%0.85% – 1.65%
$120,000 unsecured term loan due 20247/17/20241.20% – 1.70%0.80% – 1.65%
$150,000 unsecured term loan due 20267/17/20261.50% – 2.45%2.20%1.35% – 2.25%
The Term Loan Due 2023 has a $100,000 accordion option that allows us, at our election, to increase the total unsecured term loanTerm Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the Term Loan Agreement.amended term loan agreement and (ii) our ability to obtain additional lender commitments.
The Term Loan Agreement contains customary covenantsDue 2024 has a $130,000 accordion option and events of default, including financial covenants that require us to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; and (ii) minimum fixed charge and unencumbered interest coverage ratios. As of September 30, 2017, management believes we were in compliance with the financial covenants and default provisions under the Term Loan Agreement.

Due 2026 has a $100,000 accordion option that, collectively, allow us, at our election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) our ability to obtain additional lender commitments.
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Debt Maturities
The following table showssummarizes the scheduled maturities and principal amortization of our indebtedness as of September 30, 2017March 31, 2021 for the remainder of 2017,2021, each of the next four years and thereafter, and the weighted average interest rates by year, as well as the fair value of our indebtedness as of September 30, 2017.March 31, 2021.
20212022202320242025ThereafterTotalFair Value
Debt:
Fixed rate debt:
Mortgages payable (a)$1,811 $26,641 $31,758 $1,737 $1,809 $27,802 $91,558 $93,180 
Fixed rate term loans (b)— — 200,000 120,000 — 150,000 470,000 468,294 
Unsecured notes payable (c)— — — 150,000 350,000 700,000 1,200,000 1,272,721 
Total fixed rate debt1,811 26,641 231,758 271,737 351,809 877,802 1,761,558 1,834,195 
Variable rate debt:
Variable rate revolving line of credit— — — — — — — — 
Total debt (d)$1,811 $26,641 $231,758 $271,737 $351,809 $877,802 $1,761,558 $1,834,195 
Weighted average interest rate on debt:
Fixed rate debt4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
Variable rate debt (e)— 1.21 %— — — — 1.21 %
Total4.08 %4.81 %4.10 %3.83 %4.00 %4.37 %4.19 %
(a)Excludes mortgage discount of $(439) and capitalized loan fees of $(176), net of accumulated amortization, as of March 31, 2021.
(b)Excludes capitalized loan fees of $(2,273), net of accumulated amortization, as of March 31, 2021. The table doesfollowing variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of March 31, 2021, the applicable credit spread for (i) was 1.25%, for (ii) was 1.20% and for (iii) was 1.60%.
(c)Excludes discount of $(6,258) and capitalized loan fees of $(7,220), net of accumulated amortization, as of March 31, 2021.
(d)The weighted average years to maturity of consolidated indebtedness was 5.6 years as of March 31, 2021.
(e)Represents interest rate as of March 31, 2021, however, the revolving line of credit was not reflectdrawn as of March 31, 2021.

Our unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended governing the Unsecured Credit Facility, (ii) term loan agreement, as amended governing the Term Loan Due 2023, (iii) term loan agreement, as amended governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the Notes Due 2025, (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the Notes Due 2030, contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in the covenant calculations are based on the most recent four fiscal quarters of activity. As such, the impact of short-term relative adverse operating results, if any, on our financial covenants is partially mitigated by previous and/or subsequent operating results. As of March 31, 2021, we believe we were in compliance with the financial covenants and default provisions under the unsecured debt activity that occurred after September 30, 2017.agreements.
 2017 2018 2019 2020 2021 Thereafter Total Fair Value
Debt:               
Fixed rate debt:               
Mortgages payable (a)$1,003
 $4,177
 $25,257
 $3,923
 $22,820
 $231,072
 $288,252
 $302,451
Fixed rate term loans (b)—
 —
 —
 —
 250,000
 200,000
 450,000
 451,174
Unsecured notes payable (c)—
 —
 —
 —
 100,000
 600,000
 700,000
 699,725
Total fixed rate debt1,003
 4,177
 25,257
 3,923
 372,820
 1,031,072
 1,438,252
 1,453,350
                
Variable rate debt:               
Variable rate term loan and
revolving line of credit
—
 100,000
 —
 187,000
 —
 —
 287,000
 287,315
Total debt (d)$1,003
 $104,177
 $25,257
 $190,923
 $372,820
 $1,031,072
 $1,725,252
 $1,740,665
                
Weighted average interest rate on debt:               
Fixed rate debt5.10% 5.05% 7.29% 4.62% 2.73% 4.08% 3.79%  
Variable rate debt (e)—
 2.68% —
 2.59% —
 —
 2.62%  
Total5.10% 2.78% 7.29% 2.63% 2.73% 4.08% 3.60%  
(a)Excludes mortgage premium of $1,087 and discount of $(590), net of accumulated amortization, as of September 30, 2017 and a $7,680 mortgage payable associated with one investment property classified as held for sale as of September 30, 2017.
(b)$250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a weighted average fixed rate of 0.67% through December 31, 2017. In addition, $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through two interest rate swaps. The swaps effectively convert one-month floating rate LIBOR to a fixed rate of 1.26% through November 22, 2018.
(c)Excludes discount of $(882), net of accumulated amortization, as of September 30, 2017.
(d)The weighted average years to maturity of consolidated indebtedness was 5.4 years as of September 30, 2017. Total debt excludes capitalized loan fees of $(7,283), net of accumulated amortization, as of September 30, 2017, which are included as a reduction to the respective debt balances.
(e)Represents interest rates as of September 30, 2017.
We plan on addressing our debt maturities through a combination of proceeds(i) cash flows generated from asset dispositions,operations, (ii) working capital, (iii) capital markets transactions and (iv) our unsecured revolving line of credit.
Distributions and Equity Transactions
Our distributions of current and accumulated earnings and profits for U.S. federal income tax purposes are taxable to shareholders, generally, as ordinary income. Distributions in excess of these earnings and profits generally are treated as a non-taxable reduction of the shareholders’ basis in the shares to the extent thereof (non-dividend distributions) and thereafter as taxable gain. We intend to continue to qualify as a REIT for U.S. federal income tax purposes. The Internal Revenue Code of
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1986, as amended (the Code) generally requires that a REIT annually distributes to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains. The Code imposes tax on any undistributed REIT taxable income.
To satisfy the requirements for qualification as a REIT and generally not be subject to U.S. federal income and excise tax, we intend to make regular quarterly distributions of all, or substantially all, of our taxable income to shareholders. Our future distributions will be at the discretion of our board of directors.directors and are required to be declared 10 days prior to the record date. When determining the amount of future distributions, we expect to consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future cash flow, (iii) our determination of near-term cash needs for debt repayments and potential future share repurchases, (iv) the market of available acquisitions of new properties and redevelopment, expansionsexpansion and pad development opportunities, (v) the timing of significant re-leasing activities and the establishment of additional cash reserves for anticipated tenant allowances and general property capital improvements, (vi) our ability to continue to access additional sources of capital, and (vii) the amount required to be

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distributed to maintain our status as a REIT, which is a requirement of our Unsecured Credit Agreement,unsecured credit agreement, and to avoid or minimize any income and excise taxes that we otherwise would be required to pay, and (viii) the amount required to declare and pay in cash, or set aside for the payment of, the dividends on our Series A preferred stock for all past dividend periods.pay. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the REIT distribution requirements.
In December 2015, we entered into an at-the-market (ATM) equity program under which we may issue and sell sharesWe declared a quarterly distribution of our Class A$0.07 per share of common stock having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of our Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include the funding of acquisitions and redevelopment activities and the repayment of debt, including our unsecured revolving line of credit. We did not sell any shares under our ATM equity program during the ninethree months ended September 30, 2017. As of September 30, 2017, we had Class A common shares havingMarch 31, 2021.
We have an aggregate offering price of up to $250,000 remaining available for sale under our ATM equity program.
In December 2015, our board of directors authorized aexisting common stock repurchase program under which we may repurchase, from time to time, up to a maximum of $250,000$500,000 of shares of our Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of our assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice.
The following table presents activity We did not repurchase any shares during the three months ended March 31, 2021. As of March 31, 2021, $189,105 remained available for repurchases of shares of our common stock under our common stock repurchase program.
On April 1, 2021, we established an at-the-market (ATM) equity program during the nine months ended September 30, 2017:
  
Number of
Common Shares
Repurchased
 
Average Price
per Share
 
Total
Repurchases
First quarter 2017 —
 $—
 $—
Second quarter 2017 6,024
 $12.55
 $75,697
Third quarter 2017 (a) 3,805
 $13.09
 $49,892
Year to date September 30, 2017 9,829
 $12.76
 $125,589
(a)Includes 396under which we may issue and sell shares repurchased in September 2017 at an average price per share of $13.08 for a total of $5,187, which settled on October 2, 2017.
As of September 30, 2017, $115,570 remained available under our Class A common stock, repurchase program.having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of our Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
Capital Expenditures and Redevelopment Activity
We anticipate that obligations related to capital improvements and redevelopments, including expansions and pad developments, at our operating properties and our one remaining office property in 20172021 can be met with (i) cash flows generated from operations, asset dispositions(ii) working capital, (iii) capital markets transactions and working capital.(iv) our unsecured revolving line of credit.
We beganAs of March 31, 2021, we have active expansion and redevelopment activitiesprojects at Reisterstown Road PlazaCircle East, One Loudoun Downtown, The Shoppes at Quarterfield and Towson Circle in 2016. Wea vacant pad development at Southlake Town Square and we have invested a total of approximately $18,600$117,000 in these projects, which is net of proceeds of $11,820 from the sale of air rights at Circle East and net of contributions from our joint venture partner at One Loudoun Downtown. These projects are at various stages of completion, and based on our current plans and estimates, we anticipate that it will require approximately $62,000 to $75,000 of additional investment from us to complete these projects.
We capitalized $716 and $626 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three months ended March 31, 2021 and 2020, respectively. We also capitalized $57 and $60 of internal leasing incentives, all of which were incremental to signed leases, during the three months ended March 31, 2021 and 2020, respectively.
In addition, we capitalized $1,811 and $1,316 of indirect project costs, which includes, among other costs, $409 and $372 of internal salaries and related benefits of personnel directly involved in the redevelopment projects it will require an additional $23,900and $1,292 and $785 of interest, related to $26,900, netexpansion and redevelopment projects during the three months ended March 31, 2021 and 2020, respectively.
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Table of proceeds from land sales, reimbursement from third parties and contributions from a project partner, as applicable. We anticipate funding the redevelopments with cash flows from operations, asset dispositions, working capital and proceeds from our unsecured revolving line of credit.Contents
Dispositions
We continue to execute our portfolio repositioning strategy of disposing of select non-target and single-user properties.did not sell any properties during the three months ended March 31, 2021. The following table highlights our property dispositionsdisposition during 2016 and the nine months ended September 30, 2017:2020:
Number of
Properties Sold		Square
Footage		ConsiderationAggregate
Proceeds, Net (a)		Debt
Extinguished
2020 Disposition1 105,900 $13,900 $12,695 $— 
  
Number of
Properties Sold (a)
 
Square
Footage
 Consideration 
Aggregate
Proceeds, Net (b)
 
Debt
Extinguished
 
2017 Dispositions (through September 30, 2017) 35
 4,302,400
 $642,712
 $562,433
 $19,691
(c)
2016 Dispositions 46
 3,013,900
 $540,362
 $448,216
 $94,353
(c) (d)

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Table(a)Represents total consideration net of Contentstransaction costs.

(a)2017 dispositions include the disposition of CVS Pharmacy – Sylacauga and the Home Depot parcel at Century III Plaza, both of which were classified as held for sale as of December 31, 2016. 2016 dispositions include the disposition of one development property, which was not under active development.
(b)Represents total consideration net of transaction costs and proceeds temporarily restricted related to potential 1031 Exchanges. 2017 dispositions exclude proceeds of $65,086 which are temporarily restricted related to potential 1031 Exchanges.
(c)
Excludes $155,011 and $10,695 of mortgages payable repayments or defeasances completed prior to disposition of the respective property for the nine months ended September 30, 2017 and year ended December 31, 2016, respectively.
(d)Represents The Gateway’s outstanding mortgage payable prior to the lender-directed sale of the property. Immediately prior to the disposition, the lender reduced our loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
In addition to the transactionstransaction presented in the preceding table, during the nine months ended September 30, 2017, we received escrow funds related to a 2016 property disposition and a condemnation award, which resulted in net proceeds totaling $1,636. During the year ended December 31, 2016,2020, we also received proceeds of $2,549$26 from the sale of a single-user outparcel.condemnation award.
Acquisitions
We continue to execute our investment strategy of acquiring high quality, multi-tenant retail assets within our target markets.did not acquire any properties during the three months ended March 31, 2021. The following table highlights our asset acquisitionsacquisition during 2016 and2020:
Number of
Assets Acquired		Square FootageAcquisition PriceMortgage Debt
2020 Acquisition (a)1 154,700 $55,000 $— 
(a)2020 acquisition is the nine months ended September 30, 2017:fee interest in our Fullerton Metrocenter multi-tenant retail operating property. In connection with this acquisition, we also assumed the lessor position in a ground lease with a shadow anchor. The total number of properties in our portfolio was not affected by this transaction.
  
Number of
Assets Acquired
 
Square
Footage
 
Acquisition
Price
 
Mortgage
Debt
2017 Acquisitions (through September 30, 2017) (a) 8
 331,400
 $147,586
 $—
2016 Acquisitions (b) 9
 1,102,300
 $408,308
 $15,971
(a)2017 acquisitions include the purchase of the following: 1) the fee interest in our Boulevard at the Capital Centre multi-tenant retail operating property that was previously subject to a ground lease with a third party and 2) the remaining five phases under contract, including the development rights for additional multi-family units, at our One Loudoun Downtown multi-tenant retail operating property that was acquired in phases as the seller completed construction on stand-alone buildings at the property. The total number of properties in our portfolio was not affected by these transactions.
(b)2016 acquisitions include the purchase of the following: 1) the fee interest in our Ashland & Roosevelt multi-tenant retail operating property that was previously subject to a ground lease with a third party and 2) the anchor space improvements at our Woodinville Plaza multi-tenant retail operating property that was previously subject to a ground lease with us. The total number of properties in our portfolio was not affected by these transactions.
Summary of Cash Flows
  Nine Months Ended September 30,
  2017 2016 Change
Net cash provided by operating activities $181,678
 $205,008
 $(23,330)
Net cash provided by (used in) investing activities 374,548
 (8,254) 382,802
Net cash used in financing activities (579,693) (179,107) (400,586)
(Decrease) increase in cash and cash equivalents (23,467) 17,647
 (41,114)
Cash and cash equivalents, at beginning of period 53,119
 51,424
  
Cash and cash equivalents, at end of period $29,652
 $69,071
  
Three Months Ended March 31,
20212020Change
Net cash provided by operating activities$36,131 $35,042 $1,089 
Net cash used in investing activities(25,229)(70,507)45,278 
Net cash (used in) provided by financing activities(14,714)795,382 (810,096)
(Decrease) increase in cash, cash equivalents and restricted cash(3,812)759,917 (763,729)
Cash, cash equivalents and restricted cash, at beginning of period45,329 14,447 
Cash, cash equivalents and restricted cash, at end of period$41,517 $774,364 
Cash Flows from Operating Activities
Cash flows from operating activities consist primarily of net income from property operations, adjusted for the following, among others: (i) depreciation and amortization, (ii) provision for impairment of investment properties, (iii) gain on sales of investment properties, and (iv) gains on extinguishmentamortization of stock-based compensation, loan fees and debt and other liabilities.discount, net. Net cash provided by operating activities during the ninethree months ended September 30, 2017 decreased $23,330March 31, 2021 increased $1,089 primarily due to the following:
•a $31,078$7,235 increase in comparative changes in accounts receivable, net due to an increase in cash collections of charges billed to tenants, including collection of charges from prior periods, and the collection of amounts previously deferred under lease concession agreements as a result of COVID-19;
•an $1,862 decrease in cash bonuses paid;
•a $1,440 decrease in cash paid for leasing fees and inducements; and
•ordinary course fluctuations in working capital accounts;
partially offset by
•a $9,638 increase in cash paid for interest; and
•a $2,367 decrease in NOI, consisting of a decrease in Same Store NOI and NOI from properties that were sold or held for sale in 2016 and 20172020 and other properties not included in our same store portfolio of $34,917, partially offset by an increase in Same Store NOI of $3,839; and
a $5,810 increase in cash paid for leasing fees and inducements;

portfolio.
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See “Impact of the COVID-19 Pandemic” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the impact of COVID-19 on our cash flows.
partially offset by
a $12,243 decrease inWe believe that cash paid for interest;
a $758 decrease in cash bonuses paid; and
ordinary course fluctuations inflows from operations, working capital accounts.and our unsecured revolving line of credit will provide sufficient liquidity to sustain future operations; however, we cannot provide any such assurances.
Cash Flows from Investing Activities
Cash flows from investing activities consist primarily of proceeds from the sales of investment properties, net of cash paid to purchase investment properties and fund capital expenditures, tenant improvements and developments in progress, in addition to changes in restricted escrows.net of proceeds from the sales of investment properties. Net cash flows from investing activities during the ninethree months ended September 30, 2017March 31, 2021 increased $382,802 primarily$45,278 due to the following:
•a $256,714 increase in proceeds from the sales of investment properties;
a $119,667$54,970 decrease in cash paid to purchase investment properties; and
•a $26,818 net change in restricted escrow activity;$4,347 decrease capital expenditures and tenant improvements;
partially offset by
•an $11,343 decrease in proceeds from the sales of investment properties; and
•a $10,845$2,696 increase in investment in developments in progress; andprogress.
a $9,358 increase in capital expenditures and tenant improvements.
We will continueIn 2021, we expect to execute our investment strategy by pursuing targeted dispositions. The majority of the proceeds from disposition activity for the remainder of 2017 is expected to be used to acquire high quality, multi-tenant retail assets within our target markets, fund redevelopment, expansion and pad development activities, repay debt, repurchasecapital expenditures and tenant improvements through cash flows generated from operations, working capital, capital markets transactions and our common stock and redeem our preferred stock. In addition, tenant improvement costs associated with re-leasing vacant space may continue to be significant.unsecured revolving line of credit.
Cash Flows from Financing Activities
Cash flows from financing activities primarily consist of proceeds from our unsecured revolving line of credit and the issuance of debt instruments, partially offset by distribution payments,(i) repayments of our unsecured revolving line of credit, and otherunsecured debt instruments and mortgages payable, (ii) distribution payments, (iii) payment of loan fees and deposits, (iv) debt prepayment costs, (v) principal payments on mortgages payable, the purchase of U.S. Treasury securities in connection with defeasance of mortgages payable and repurchases of(vi) shares repurchased through our common stock.stock repurchase program. Net cash flows from financing activities during the ninethree months ended September 30, 2017March 31, 2021 decreased $400,586$810,096 primarily due to the following:
•an $831,704 change in the $439,403 purchase of U.S. Treasury securities in connection with defeasance of the IW JV portfolio of mortgages payable during the nine months ended September 30, 2017;
$120,402 paid in 2017 to repurchase common shares through our share repurchase program;
the repayment of $100,000activity on our unsecured term loan due 2018 during the nine months ended September 30, 2017;
a $100,000 decrease in proceeds from the issuance of unsecured notes related to a $100,000 private placement transaction during the nine months ended September 30, 2016; and
a $52,784 increase in principal payments on mortgages payable;
partially offset by
a $201,000 increase in net proceeds from our unsecured revolving line of credit;credit from net borrowings of $831,704 during the three months ended March 31, 2020 compared to net borrowings of $0 during the three months ended March 31, 2021;
$200,000 of proceeds from the Term Loan Due 2023, which funded in January 2017;partially offset by
•a $6,376 decrease in the payment of loan fees and deposits; and

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a $3,545$22,532 decrease in distributions paid as a result of the timing of the third quarter preferred distribution payment and a decrease in common shares outstanding due to the repurchase of common shares through our share repurchase program.paid.
We plan to continue to address our debt maturities through a combination of proceeds(i) cash flows from asset dispositions,operations, (ii) working capital, (iii) capital markets transactions and (iv) our unsecured revolving line of credit.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Contractual Obligations
During the ninethree months ended September 30, 2017,March 31, 2021, except as otherwise disclosed herein, there were no material changes outside the normal course of business to the contractual obligations identified in our Annual Report on Form 10-K for the year ended December 31, 2016.2020.
Critical Accounting Policies and Estimates
Our 20162020 Annual Report on Form 10-K contains a description of our critical accounting policies, including those relating to the acquisitioncollectibility of investment properties,lease income and accounts receivable and impairment of long-lived assets and unconsolidated joint ventures, cost capitalization, depreciation and amortization, development and redevelopment, investment properties held for sale, partially-owned entities, revenue recognition, accounts and notes receivable and allowance for doubtful accounts and income taxes.assets. For the ninethree months ended September 30, 2017,March 31, 2021, there were no significant changes to these policies.
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Impact of Recently Issued Accounting Pronouncements
See Note 2 – Summary of Significant Accounting Policies to ourin the accompanying condensed consolidated financial statements contained herein regarding recently issued accounting pronouncements.
Subsequent Events
Subsequent to September 30, 2017, we:
closed on the disposition of Forks Town Center, a 100,300 square foot multi-tenant retail operating property located in Easton, Pennsylvania, which was classified as held for sale as of September 30, 2017, for a sales price of $23,800 with an anticipated gain on sale. The mortgage payable, with a principal balance of $7,680 as of September 30, 2017 and an interest rate of 7.70%, was repaid in conjunction with the disposition;
closed on the disposition of Placentia Town Center, a 111,000 square foot multi-tenant retail operating property located in Placentia, California, which was classified as held for sale as of September 30, 2017, for a sales price of $35,725 with an anticipated gain on sale;
closed on the disposition of Five Forks, a 70,200 square foot multi-tenant retail operating property located in Simpsonville, South Carolina, which was classified as held for sale as of September 30, 2017, for a sales price of $10,720 with an anticipated gain on sale;
closed on the disposition of Saucon Valley Square, a 80,700 square foot multi-tenant retail operating property located in Bethlehem, Pennsylvania, which was classified as held for sale as of September 30, 2017, for a sales price of $6,300 with no anticipated gain on sale or additional impairment due to previously recognized impairment charges;
announced thatMarch 31, 2021, we will redeem all 5,400 outstanding shares of our 7.00% Series A cumulative redeemable preferred stock on December 20, 2017 for cash at a redemption price of $25.00 per preferred share, plus $0.3840 per preferred share representing all accrued and unpaid dividends up to, but excluding, December 20, 2017; and
declaredpaid the cash dividend for the fourthfirst quarter of 20172021 of $0.165625$0.07 per share on our outstanding Class A common stock, which will bewas paid on January 10, 2018April 9, 2021 to Class A common shareholders of record at the close of business on December 27, 2017.March 26, 2021.

On April 1, 2021, we established an ATM equity program under which we may issue and sell shares of our Class A common stock, having an aggregate offering price of up to $250,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of our Class A common stock. Any net proceeds are expected to be used for general corporate purposes, which may include funding acquisitions and redevelopment activities and repaying debt.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We may be exposed to interest rate changes primarily as a result of our long-term debt that is used to maintain liquidity and fund our operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates, and in some cases variable rates with the ability to convert to fixed rates.
With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.
As of September 30, 2017,March 31, 2021, we had $450,000$470,000 of variable rate debt based on LIBOR that has been swapped to fixed rate debt through interest rate swaps. Our interest rate swaps as of September 30, 2017March 31, 2021 are summarized in the following table:
Notional
Amount		Maturity DateFair Value of
Derivative
Liability
Term Loan Due 2023$200,000 November 22, 2023$13,030 
Term Loan Due 2024120,000 July 17, 20244,586 
Term Loan Due 2026150,000 July 17, 20265,995 
$470,000 $23,611 
  
Notional
Amount
 Termination Date 
Fair Value of
Derivative Asset
Fixed rate portion of Unsecured Credit Facility $250,000
 December 31, 2017 $367
Term Loan Due 2023 200,000
 November 22, 2018 524
  $450,000
   $891
For a discussion concerning the scheduled debt maturities and principal amortization of our indebtedness as of September 30, 2017March 31, 2021 for the remainder of 2017,2021, each of the next four years and thereafter and the weighted average interest rates by year to evaluate the expected cash flows and sensitivity to interest rate changes, refer to Note 6 to7 – Debt in the accompanying condensed consolidated financial statements and Part I, “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt Maturities.”Maturities” contained herein.
A decrease of 1% in market interest rates would result in a hypothetical decreaseincrease in our derivative assetliability of approximately $2,559.$17,527.
The combined carrying amount of our mortgages payable, unsecured notes payable, Term Loan Due 2023 and Unsecured Credit Facilitydebt is approximately $23,056$89,003 lower than the fair value as of September 30, 2017.March 31, 2021.
WeAs of March 31, 2021, we had $287,000 of variable rate debt, excluding $450,000$470,000 of variable rate debt that has been swapped to fixed rate debt and access to a variable rate revolving line of credit with interest rates varying based upon LIBOR, with a weighted averagean interest rate of 2.62%1.21% based on LIBOR; however, the revolving line of credit was not drawn as of September 30, 2017.March 31, 2021. An increase in the variable interest rate on this debtthe revolving line of credit constitutes a market risk. If interest rates increase by 1% based on debt outstanding, there would be no change to interest expense as the revolving line of credit is undrawn as of September 30, 2017, interest expense would increase by approximately $2,870 on an annualized basis.March 31, 2021.
We may use additional derivative financial instruments to hedge exposures to changes in interest rates. To the extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we generally are not exposed to the credit risk of the counterparty. We minimize credit risk in derivative instruments by entering into transactions with highly rated counterparties or with the same party providing the financing, with the right of offset.

When LIBOR is discontinued, the interest rate for certain of our debt instruments, including our unsecured credit facility revolving line of credit, Term Loan Due 2023, Term Loan Due 2024 and Term Loan Due 2026, and interest rate swap agreements that are indexed to LIBOR will be based on a replacement rate or an alternate base rate as specified in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain already outstanding borrowings or swaps, but the replacement rate or alternate base rate could be higher or more volatile than LIBOR prior to its discontinuance. We understand that LIBOR is expected to remain available through June 30, 2023 and that banking regulators are encouraging banks to discontinue new LIBOR debt issuances by December 31, 2021.
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ITEM 4. CONTROLS AND PROCEDURES
We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to the members of senior management and the board of directors.
Based on management’s evaluation as of September 30, 2017,March 31, 2021, our President, Chief Executive Officer and Treasurer and Interim Principalour Executive Vice President, Chief Financial Officer hasand Treasurer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)1934, as amended) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our President, Chief Executive Officer and Treasurerour Executive Vice President, Chief Financial Officer and Interim Principal Financial Officer,Treasurer, to allow timely decisions regarding required disclosure.
There were no changes to our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended September 30, 2017March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, we believe, based on currently available information, that the final outcome of such matters will not have a material effect on our condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such factors (including, without limitation, the matters discussed in Part I,I. “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to our risk factors during the three months ended September 30, 2017March 31, 2021 compared to those risk factors presented in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016.2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)Not applicable.
(b)Not applicable.
(c)Issuer Purchases of Equity Securities
(a)Not applicable.
(b)Not applicable.
(c)Issuer Purchases of Equity Securities
The following table summarizes our common stock repurchases during the quarter ended September 30, 2017, including, where applicable,number of shares of Class A common stock surrendered to the Company by employees to satisfy their tax withholding obligations in connection with the vesting of common stock and restricted shares for the specified periods and amounts outstanding under our common stock repurchase program.program:
PeriodTotal number
of shares of
Class A common
stock purchased		Average price
paid per share
of Class A
common stock		Total number of
shares purchased
as part of publicly
announced plans
or programs		Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
January 1, 2021 to January 31, 202135 $8.33 N/A$189,105 
February 1, 2021 to February 28, 202150 $9.78 N/A$189,105 
March 1, 2021 to March 31, 202144 $10.91 N/A$189,105 
Total129 $9.77 N/A$189,105 
(a)As disclosed on the Current Reports on Form 8-K dated December 15, 2015 and December 14, 2017, represents the amount outstanding under our $500,000 common stock repurchase program, which has no scheduled expiration date.
Period 
Total number
of shares of
Class A common
stock purchased
 
Average price
paid per share
of Class A
common stock
 
Total number of
shares purchased
as part of publicly
announced plans
or programs
 
Maximum number
(or approximate dollar
value) of shares that
may yet be purchased
under the plans
or programs (a)
July 1, 2017 to July 31, 2017 —
 $—
 —
 $165,462
August 1, 2017 to August 31, 2017 1,466
 $13.15
 1,462
 $146,207
September 1, 2017 to September 30, 2017 (b) 2,343
 $13.06
 2,343
 $115,570
Total 3,809
 $13.09
 3,805
 $115,570
(a)As disclosed on the Form 8-K dated December 15, 2015, represents the amount outstanding under our $250,000 common stock repurchase program, which has no scheduled expiration date.
(b)Includes 396 shares repurchased in September 2017 at an average price per share of $13.08 for a total of $5,187, which settled on October 2, 2017.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.

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ITEM 6. EXHIBITS
Exhibit No.Description
Exhibit No.31.1Description
31.1
Certification of President, Chief Executive Officer and Treasurer and Interim Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
32.131.2
Certification of Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).
32.1
Certification of Chief Executive Officer and TreasurerExecutive Vice President, Chief Financial Officer and Interim Principal Financial OfficerTreasurer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 (furnished herewith).
101101.SCHAttachedInline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LABInline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104
Cover Page Interactive Data File (formatted as Exhibit 101 to this report are the following formattedinline XBRL with applicable taxonomy extension information contained in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) Income for the Three-Month Periods and Nine-Month Periods Ended September 30, 2017 and 2016, (iii) Condensed Consolidated Statements of Equity for the Nine-Month Periods Ended September 30, 2017 and 2016, (iv) Condensed Consolidated Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2017 and 2016, and (v) Notes to Condensed Consolidated Financial Statements.Exhibits 101.*) (filed herewith).

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
RETAIL PROPERTIES OF AMERICA, INC.
By:/s/ STEVEN P. GRIMES
Steven P. Grimes
President, Chief Executive Officer and Treasurer
(Principal Executive Officer and Interim Principal Financial Officer)
Date:November 1, 2017May 5, 2021
By:/s/ JULIE M. SWINEHART
Julie M. Swinehart
SeniorExecutive Vice President, and Chief Accounting Officer
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Date:November 1, 2017May 5, 2021





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