UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-K
For the fiscal year ended December 31 , 2020
OR
For the transition period from to
Commission file number 1-10093
(Exact Name of Registrant as Specified in its Charter)
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Registrant’s Telephone Number, Including Area Code: (212 ) 221-1261
Securities Registered Pursuant to Section 12(b) of the Act:
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Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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.
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| Smaller reporting company | Emerging growth company | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2020) was $555,716,968 based upon the last reported sale price of $6.96 per share on the New York Stock Exchange on June 30, 2020. As of February 12, 2021 there were outstanding 81,224,532 Common Shares of Beneficial Interest.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
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Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. Although the forward-looking statements made in this document are based on our good faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to predict or control. Currently, one of the most significant factors is the potential adverse effect of the current novel coronavirus (“COVID-19”) pandemic on the financial condition, results of operations, cash flows and performance of the Company and our tenants (including their ability to timely make rent payments), the real estate market (including the local markets where our properties are located), the financial markets and general global economy as well as the potential adverse impact on our ability to enter into new leases or renew leases with existing tenants on favorable terms or at all. The impact COVID-19 has, and will continue to have, on the Company and its tenants is highly uncertain, cannot be predicted and will vary based upon the duration, magnitude and scope of the COVID-19 pandemic, the short-term and long-term effect of COVID-19 on consumer behaviors, the availability of vaccines or cures for COVID-19, as well as the actions taken by federal, state and local governments to mitigate the impact of COVID-19, including social distancing protocols and restrictions on business activities and “shelter-in-place” and “stay at home” mandates, and the effect of any relaxation or revocation of current restrictions. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: our success or failure in implementing our business strategy; economic conditions generally and in the commercial real estate and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; risks associated with bankruptcies or insolvencies or general downturn in the businesses of tenants; the potential adverse impact from tenant defaults generally or from the unpredictability of the business plans and financial condition of the Company's tenants, which are heightened as a result of the COVID-19 pandemic; the execution of deferral or rent concession agreements by tenants; our business prospects and outlook; acquisition, disposition, development and joint venture risks; our insurance costs and coverages; risks related to cybersecurity and loss of confidential information and other business interruptions; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including in particular those set forth under “Risk Factors” in this Annual Report on Form 10-K. Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.
PART I
Item 1. Business
The terms “Company,” “RPT,” “we,” “our,” or “us” refer to RPT Realty, RPT Realty, L.P., and/or their subsidiaries, as the context may require. The content of our website and the websites of third parties noted herein is not incorporated by reference in this Annual Report on Form 10-K.
General
RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. The Company's shopping centers offer diverse, locally-curated consumer experiences that reflect the lifestyles of their surrounding communities and meet the modern expectations of the Company's retail partners. The Company is a fully integrated and self-administered REIT publicly traded on the New York Stock Exchange (the “NYSE”). The common shares of beneficial interest of the Company, par value $0.01 per share (the “common shares”), are listed and traded on the NYSE under the ticker symbol “RPT”. As of December 31, 2020, our property portfolio consisted of 49 shopping centers (including five shopping centers owned through a joint venture) (the “aggregate portfolio”) representing 11.9 million square feet of gross leasable area (“GLA”). As of December 31, 2020, the Company's pro-rata share of the aggregate portfolio was 92.8% leased.
The Company's principal executive offices are located at 19 West 44th Street, Suite 1002, New York, New York 10036 and its telephone number is (212) 221-1261. The Company’s website is rptrealty.com.
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We conduct substantially all of our business through our operating partnership, RPT Realty, L.P., a Delaware limited partnership (the “Operating Partnership” or “OP”). The Operating Partnership, either directly or indirectly through partnerships or limited liability companies, holds fee title to all of our properties. As the sole general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership. As of December 31, 2020, we owned approximately 97.7% of the Operating Partnership. The interests of the limited partners are reflected as noncontrolling interests in our financial statements and the limited partners are generally individuals or entities that contributed interests in certain assets or entities to the Operating Partnership in exchange for units of limited partnership interest (“OP Units”). The holders of OP Units are entitled to exchange them for our common shares on a 1:1 basis or for cash. The form of payment is at our election.
We operate in a manner intended to qualify as a REIT pursuant to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Certain of our operations, including property and asset management, as well as ownership of certain land parcels, are conducted through taxable REIT subsidiaries (“TRSs”), which are subject to federal and state income taxes.
Impact of COVID-19
The Company is closely monitoring the COVID-19 pandemic, including the impact on our business, our tenants, our vendors and our partners. The following summary is intended to provide shareholders with information pertaining to the impacts of the COVID-19 pandemic on the Company’s business and management’s strategy and actions to respond to these impacts. Unless otherwise specified, the statistical and other information regarding the Company’s portfolio and tenants included in this subsection are based on information available to the Company and includes its consolidated properties and its pro-rata share of unconsolidated joint ventures. Due to the uncertainty and rapidly changing nature of the COVID-19 situation, the Company anticipates that any such statistics and information will potentially change significantly. As a result, the information provided may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the year-ended December 31, 2020 and future periods.
The spread of COVID-19 has caused significant market volatility and adverse impacts on the U.S. retail market, the U.S. economy, the global economy, and financial markets. In order to mitigate the spread of COVID-19, federal, state and local governments have issued recommendations and mandatory business closures, quarantines, restrictions on travel and “shelter-in-place” or “stay at home” orders and social distancing protocols. These measures have impacted our tenants in various ways based upon their business classifications. For example, many jurisdictions have permitted only “essential” businesses to continue to fully operate, have required all “non-essential” businesses to cease or significantly modify operations and have limited restaurants to take-out and delivery services. While the Company is actively monitoring each jurisdiction's plans, it is impossible to predict when restrictions will be partially or completely lifted or relaxed, when tenants will fully re-open or what restrictions will remain in place when re-opening occurs, how such re-opening restrictions will continue to impact, or the effect of any re-opening or relaxation of such restrictions or the adoption of a vaccine will have on, the business of our tenants and whether consumer demand and spending will return to the same levels as prior to the COVID-19 pandemic. COVID-19 has impacted the Company's properties and tenants by these and other factors as follows:
•100% of the Company's 49 shopping centers remain open and operating as of February 10, 2021.
•94% of our total tenants were open and operating, on a pro-rata basis, as of February 10, 2021 based on Annualized Base Rent (“ABR”).
•67% of the Company’s properties by ABR had a grocery or grocer component and 87% of ABR stemmed from national or regional tenants, on a pro-rata basis, as of December 31, 2020.
•91% of fourth quarter 2020 rents have been paid, on a pro-rata basis, as of February 10, 2021.
•6% of fourth quarter 2020 rents are subject to signed or approved deferral agreements, on a pro-rata basis, as of February 10, 2021.
The Company has taken a number of proactive measures to maintain the strength of its business and manage the impact of COVID-19 on the Company’s operations and liquidity, including the following:
•The health and safety of our employees and their families, our tenants and our shopping center customers is our priority. Employees were required to work from home pursuant to the Company's pre-existing work-from-home infrastructure already in-place, mitigating concerns regarding the loss of employee productivity, cybersecurity concerns, and greater difficulty in maintaining internal controls over financial reporting.
•The Company maintains continuous communication with its tenants and is providing resources and assisting tenants in identifying local, state and federal aid that may be available to support their businesses and employees during the pandemic. The Company created a dedicated COVID-19 page containing resources for tenants, including with respect
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to information on the Coronavirus Aid, Relief, and Economic Security Act, including the historic Paycheck Protection Program, and Families First Coronavirus Response Act; information on the Small Business Administration (“SBA”) loan and debt relief programs and references to state-by-state resources to help our tenants understand specific directives that may impact their businesses.
•During the second quarter of 2020, the Company completed a workforce reduction and instituted temporary compensation reductions for the executive officers ranging from 10% to 20% of their annual base salaries. Certain executive officers also agreed to further reductions of 10% to 20% of their annual base salaries in exchange for restricted common shares with an equal value.
•To enhance its liquidity position and maintain financial flexibility, the Company borrowed $225.0 million on its unsecured revolving credit facility in March 2020. As of December 31, 2020, the Company has repaid $125.0 million of this borrowing leaving $100.0 million outstanding. On February 12, 2021, the Company repaid the remaining $100.0 million outstanding.
•The Company has taken proactive measures to manage liquidity, by suspending the Company’s shopping center acquisition and disposition activity until further notice with no transactions made since December 31, 2019. We have suspended all new development and redevelopment project starts until further notice and currently have no committed development or redevelopment projects in progress. Further, the Company started deferring all but essential maintenance capital expenditures in early March.
•In light of the disruption caused by the COVID-19 pandemic, the Board of Trustees temporarily suspended the quarterly common dividend to retain cash starting with the second quarter of 2020. On February 11, 2021, the Company's Board of Trustees reinstated the first quarter 2021 common dividend at $0.075 per share payable on April 1, 2021, to the holders of record of Common Shares as of the close of business on March 19, 2021.
•We paid our first quarter dividend in the amount of $19.4 million on April 1, 2020, to shareholders of record as of March 20, 2020.
•We paid our fourth quarter preferred dividend in the amount of $1.7 million on January 4, 2021 to shareholders of record as of December 18, 2020. The Company anticipates it will continue to pay its preferred stock dividend.
The Company’s predominant source of revenue is from rents and reimbursable expenses received from tenants pursuant to lease agreements. Therefore, the Company’s financial results may be adversely impacted in the event our tenants are unable to make rental payments due to the COVID-19 pandemic. The ability of tenants to pay rent is highly uncertain and cannot be predicted based upon the uncertainty surrounding the magnitude, duration and scope of the COVID-19 pandemic. The Company also experienced a slow-down in leasing activity since March 2020 caused by uncertainty and tenant concern related to the COVID-19 pandemic. While January 2020 and February 2020 leasing activity was relatively consistent with historical levels, the volume of new leasing activity has since slowed. As a result, the full impact of COVID-19 on our business is currently unknown. Our strong balance sheet and operational flexibility allowed us to successfully manage through the initial impact of COVID-19 while protecting our cash flow and liquidity. The factors described above, as well as additional factors that the Company may not currently be aware of, could materially negatively impact the Company’s ability to collect rent and could lead to tenant bankruptcies, rejection of tenant leases in bankruptcy, difficulties in renewing or re-leasing retail space, difficulties in accessing capital, impairment of the Company’s assets and other effects that could materially and adversely affect the Company’s business, results of operations, financial condition and ability to pay distributions to shareholders. See “Risk Factors” in this report.
Business Strategy
Our goal is to be a dominant shopping center owner, with a focus on the following:
•Own and manage high quality open-air shopping centers predominantly concentrated in the top U.S. metropolitan statistical areas (“MSA”);
•Curate our real estate to maximize its value while being aligned with the future of the shopping center industry by leveraging technology, optimizing distribution points for brick-and-mortar and e-commerce purchases, engaging in best-in-class sustainability programs and developing a personalized appeal to attract and engage the next generation of shoppers;
•Increase the value of our properties and create long-term value and growth for our shareholders;
•Cultivate value creation redevelopment and expansion pipeline;
•Maximize balance sheet liquidity and flexibility;
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•Maximize revenue by leasing to a strong and diverse tenant mix at increased rent, when possible; and
•Attract, retain and promote motivated high performing employees.
Key methods to achieve our strategy:
•Deliver above average relative shareholder return and generate outsized consistent and sustainable Same Property Net Operating Income (“Same Property NOI”) and Operating Funds from Operations (“Operating FFO”) per share growth;
•Evaluate select redevelopment projects with significant pre-leasing for which we expect to achieve attractive returns on investment;
•Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease, redevelop and acquire assets in our core and target markets;
•Achieve lower leverage while maintaining low variable interest rate risk;
•Maintain strong tenant and retailer relationships to minimize tenant turnover to attract diverse tenancy; and
•Retain access to diverse sources of capital, maintain liquidity through borrowing capacity under our unsecured line of credit and minimize the amount of debt maturities in a single year.
Our portfolio consists of community, lifestyle and power center properties tenanted by national and regional chain stores, market-leading supermarkets, as well as a strong lineup of smaller national, regional and local retailers that optimize the overall merchandise mix and reflect the community demographics of each center. Our centers also include entertainment components, including theaters, fitness centers and restaurants, which, in addition to supermarkets, are daily drivers of consumer traffic to our properties. National chain anchor tenants in our centers include, among others, TJ Maxx/Marshalls, Dick’s Sporting Goods, Ross Stores and ULTA Salon. Supermarket anchor tenants in our centers include, among others, Publix Super Market, Whole Foods, Kroger, Aldi, and Sprouts. Theater, fitness and restaurant tenants include, among others, Regal Cinema, LA Fitness, Starbucks and Panera. Our shopping centers are primarily located in key growth markets in the 40 largest MSAs in the United States such as Metro Detroit, Cincinnati, Miami, Jacksonville, Chicago, St. Louis, Minneapolis, Tampa/Lakeland, Nashville and Austin.
Operating Strategies and Significant Transactions
Our operating objective is to maximize the risk-adjusted return on invested capital at our shopping centers. We seek to do so by increasing the property operating income of our centers, controlling our capital expenditures, monitoring our tenants' credit risk and taking actions to mitigate our exposure to that tenant credit risk.
During 2020, our properties reported the following leasing activity, which is shown at pro-rata except for number of leasing transactions and square feet:
| Leasing Transactions | Square Footage | Base Rent/SF (1) | Prior Rent/SF (2) | Tenant Improvements/SF (3) | Leasing Commissions/SF | |||||||||||||||
| Renewals | 95 | 893,139 | $14.08 | $13.50 | $1.07 | $0.03 | ||||||||||||||
| New Leases - Comparable | 22 | 69,682 | $22.58 | $18.80 | $40.83 | $9.73 | ||||||||||||||
New Leases - Non-Comparable (4) | 32 | 153,506 | $19.26 | N/A | $59.84 | $9.29 | ||||||||||||||
| Total | 149 | 1,116,327 | $15.31 | N/A | $11.53 | $1.89 | ||||||||||||||
(1) Base rent represents contractual minimum rent under the new lease for the first 12 months of the term.
(2) Prior rent represents minimum rent, if any, paid by the prior tenant in the final 12 months of the term.
(3) Includes estimated tenant improvement cost, tenant allowances, and landlord costs. Excludes first generation space and leases related to development and redevelopment activity.
(4) Non-comparable lease transactions include (i) leases for space vacant for greater than 12 months and (ii) leases signed where the previous and current lease do not have a consistent lease structure.
The Company experienced a slow-down in leasing activity beginning in March 2020 caused by uncertainty and tenant concern related to the COVID-19 pandemic. While January 2020 and February 2020 leasing activity was relatively consistent with historical levels, the volume of new leasing activity with respect to newly-leased space slowed thereafter for a portion of the year ended December 31, 2020. Leasing activity since the start of the third quarter of 2020 returned to levels relatively consistent with historical results.
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Investing Activities and Significant Transactions
Our investing objective is to generate an attractive risk-adjusted return on capital invested in acquisitions, developments, and redevelopments. In addition we seek to sell land or shopping centers that we deem to be fully valued or that no longer meet our investment criteria. We underwrite acquisitions based upon current cash flow, projections of future cash flow and scenario analyses that take into account the risks and opportunities of ownership. We underwrite development of new shopping centers on the same basis, but also take into account the unique risks of entitling land, constructing buildings and leasing newly built space.
In December 2020, we sold two land parcels for aggregate gross proceeds of $1.4 million. We had no acquisitions during 2020.
In December 2019, we acquired a 76,000 square foot Target shadow-anchored shopping center in Austin, Texas for $33.9 million. We also sold two shopping centers and one land outparcel for aggregate gross proceeds of $69.4 million in the first half of 2019.
On December 10, 2019, we contributed five properties valued at $244.0 million to a newly formed joint venture with an affiliate of GIC Private Limited (“GIC”), Singapore's sovereign wealth fund, referred to as R2G Venture LLC (“R2G”), and received $118.3 million in gross proceeds for the 48.5% stake in R2G that was acquired by GIC. Additionally, GIC committed up to $200.0 million of additional capital to R2G over a three year period to fund its 48.5% share of up to an aggregate of $412.4 million of potential acquisitions by R2G of grocery-anchored shopping centers in target markets in the U.S. RPT retained a 51.5% stake in R2G and receives property management, construction management and leasing fees from R2G. The Company is responsible for the day-to-day management of the properties as well as sourcing future acquisitions for R2G. Both GIC and RPT will have consent rights for all future acquisitions, and GIC has approval rights in connection with annual budgets and other specified major decisions. During the three year investment period for R2G, RPT has agreed to present all opportunities above a specified size threshold to acquire grocery-anchored shopping centers in attractive-high growth markets in the United States to R2G and not to acquire, invest in or source any such opportunities that have not previously been presented to R2G and declined by GIC.
Unless specified events occur, neither RPT nor GIC has the right to force a sale of R2G or its assets within the first five years following its formation. Thereafter, both RPT and GIC will have forced sale rights, subject to a right to participate in the purchase for the other member.
Refer to Note 4 of the notes to our consolidated financial statements in this report for additional information related to acquisitions and dispositions.
Financing Strategies and Significant Transactions
Our financing objective is to maintain a strong and flexible balance sheet to ensure access to capital at a competitive cost. In general, we seek to increase our financial flexibility by increasing our pool of unencumbered properties, maintaining a well-laddered debt maturity profile and primarily borrowing on an unsecured basis. In keeping with our objective, we routinely benchmark our balance sheet on a variety of measures to our peers in the shopping center sector and REITs in general.
During the fourth quarter 2020 we obtained an investment grade credit rating from a nationally recognized credit rating agency.
Debt
On November 6, 2019, the Operating Partnership entered into the Fifth Amended and Restated Credit Agreement (the “credit agreement”), which consists of an unsecured revolving credit facility of up to $350.0 million (the “revolving credit facility”) and term loan facilities of $310.0 million (the “term loan facilities” and, together with the revolving credit facility, the “unsecured revolving line of credit”). The revolving credit facility matures on November 6, 2023 and can be extended up to one year to 2024 through two six-month options, subject to continued compliance with the terms of the credit agreement and the payment of an extension fee of 0.075%. Borrowings on the revolving credit facility are priced on a leverage grid ranging from LIBOR plus 105 basis points to LIBOR plus 150 basis points.
The term loan facilities mature in five separate tranches ranging from March 2023 to February 2027 and are priced on a leverage grid ranging from LIBOR plus 120 basis points to LIBOR plus 220 basis points. The credit agreement allows for the right to request increases in the revolving and term loan commitments or the making of additional term loans by up to an additional $340.0 million to a maximum aggregated amount not to exceed $1.0 billion.
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In March 2020, the Company borrowed $225.0 million on its revolving credit facility in order to enhance its liquidity position and maintain financial flexibility. As of December 31, 2020, the Company has repaid $125.0 million leaving $100.0 million outstanding. At December 31, 2020 we had $250.0 million available to draw under our unsecured revolving line of credit, subject to compliance with applicable covenants. See “Debt” section in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” below for additional discussion regarding the Company's outstanding financial covenants and related amendments thereto. On February 12, 2021, the Company repaid the remaining $100.00 million outstanding on the unsecured revolving line of credit.
On June 30, 2020, the Company entered into amendments to the note purchase agreements governing all of the Company's outstanding senior unsecured notes. The following is a summary of the material amendments:
•The occupancy tests relating to the minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness were eliminated during the period from June 30, 2020 through and including September 30, 2021 (the “Specified Period”) and were otherwise reduced during the fiscal quarters ended December 31, 2021 and March 31, 2022;
•The minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness that the Operating Partnership is required to maintain was reduced during the Specified Period; and
•The Operating Partnership agreed to a minimum liquidity requirement during the Specified Period.
Equity
In February 2020, the Company entered into an Equity Distribution Agreement (“Equity Distribution Agreement”) pursuant to which the Company may offer and sell, from time to time, the Company's common shares having an aggregate gross sales price of up to $100.0 million. Sales of the shares of common stock may be made, in the Company's discretion, from time to time in “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933. The Equity Distribution Agreement also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. For the year ended December 31, 2020, we did not issue any common shares through the arrangement. As of December 31, 2020, we have full capacity remaining under the agreement. The sale of such shares issuable pursuant to the Equity Distribution Agreement was registered with the SEC pursuant to a prospectus supplement filed in February 2020 and the accompanying base prospectus statement forming part of the Company's shelf registration statement on Form S-3 (No. 333-232007) which was filed with the SEC in June 2019.
Sustainability
We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the Environmental, Social and Governance (“ESG”) areas of sustainability. We believe that sustainability initiatives are a vital part of supporting our primary goal to maximize value for our shareholders.
See “Human Capital” section below for a discussion of our programs related to the Social area of sustainability.
In 2020, we expanded our ESG polices to broaden our impact on sustainability initiatives. We established a long-term goal to reduce our green-house gases, supplementing our existing long-term goals of electricity consumption reduction, lowering water usage and waste diversion. In 2020, we filed RPT’s first Global Real Estate Sustainability Benchmark, providing more transparency regarding our sustainability polices, initiatives and performance.
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Human Capital
We employed 105 full-time employees as of December 31, 2020. None of our employees are represented by a competitive bargaining unit, and we believe that our relations with our employees are good. We believe our employees are key to achieving our business objectives and our corporate purpose of Turning Commercial Ground into Common Ground. RPT is committed to continually building upon a culture that promotes empowerment, transparency and excellence and we strive to make RPT an inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers. To facilitate the attraction, retention and promotion of a talented and diverse workforce, we provide competitive compensation, best in class benefits and health and wellness programs, and by championing programs that build connections between our employees and the communities where they live and at the properties we own.
Our comprehensive benefits package offers flexible and convenient health and wellness options such as health insurance benefits, health savings and flexible spending accounts, paid time off, family leave, parental leave and family care resources. Throughout the pandemic we have emphasized the importance of mental wellness and have offered several virtual healthcare options. On an ongoing basis, we further promote the health and wellness of our associates by encouraging work-life balance through RPT Remote, our flexible work initiative, and sponsoring various wellness programs and corporate challenges, whereby employees are encouraged to incorporate healthy habits into their daily routines. In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes requiring our employees to work from home and implementing additional safety measures for employees continuing to work on-site and those returning to the office upon reopening as permitted by applicable government mandates. Additionally, RPT supports philanthropical initiatives and partners with organizations that are committed to improving the overall quality of life in our communities. Each month, we support a local community organization through charitable giving or volunteerism. We also provide competitive compensation packages to our employees. In addition to base salaries, these packages include annual bonuses, stock awards and participation in a 401(k) Plan as well as investments in our employees through professional development programs. Finally, in 2020 RPT demonstrated its commitment to maintaining an inclusive and safe work environment through unconscious bias training of all employees and the formation of a committee to oversee the Company’s ongoing diversity, equity and inclusion efforts.
Competition
We compete with many other entities for the acquisition of shopping centers and land suitable for new developments, including other REITs, private institutional investors and other owner-operators of shopping centers. In particular, larger REITs may enjoy competitive advantages that result from, among other things, a lower cost of capital. These competitors may increase the market prices we would have to pay in order to acquire properties. If we are unable to acquire properties that meet our criteria at prices we deem reasonable, our ability to grow will be adversely affected.
Our tenants compete with alternate forms of retailing, including on-line shopping, home shopping networks and mail order catalogs. Alternate forms of retailing may reduce the demand for space in our shopping centers. Because our ability to generate revenue may be connected to the success of our tenants, we indirectly share exposure to these same competitive factors.
Further, our shopping centers generally compete for tenants with similar properties located in the same neighborhood, community or region. Although we believe we own high quality centers in desirable geographic locations, competing centers may be newer, better located or have a better tenant mix. We also believe we compete with other centers on the basis of rental rates and management and operational expertise. In addition, new centers or retail stores may be developed, increasing the supply of retail space competing with our centers or taking retail sales from our tenants. To remain competitive, we evaluate all of the factors affecting our centers and work to position them accordingly to enable us to compete effectively.
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Governmental Regulation
Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property. In addition to the discussion below regarding certain environmental matters, see “Item 1A – Risk Factors” for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation” together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.
Environmental Matters
Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance.
We are not aware of any contamination which may have been caused by us or any of our tenants that would have a material effect on our consolidated financial statements. As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs, the purpose of which is to expedite and facilitate satisfactory compliance with environmental laws and regulations should contaminants need to be remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs. While we believe that we do not have any material exposure to environmental remediation costs, we cannot give assurance that changes in the law or new discoveries of contamination will not result in additional liabilities to us.
Supplemental Material U.S. Federal Income Tax Considerations
This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances.
The following discussion supplements and updates the disclosures under “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement, dated February 28, 2020, to our Registration Statement on Form S-3 (File No. 333-232007) filed with the SEC on June 7, 2019.
Taxation of the Company
The second sentence of the first paragraph under the heading “Income Tests” is replaced with the following: “First, at least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions,” generally must derive from (1) investments in real property or mortgages on real property, including “rents from real property,” dividends received from other REITs, interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities), interest income derived from mortgage loans secured by both real and personal property if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loans, and gains from the sale of real estate assets, or (2) certain kinds of temporary investment of new capital.”
The second paragraph under the heading “Income Tests” is revised to state: “Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions, generally must derive from some combination of such income from investments in real property and temporary investment of new capital (that is, income that qualifies under the 75% gross income test described above), as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property.”
Tax Aspects of Investment in the Operating Partnership
The following paragraphs are added immediately following the first paragraph under the heading “Entity Classification” and thus will become the second, third and fourth paragraphs of the discussion:
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In certain situations a partnership (or eligible entity classified as a partnership) may be treated as a corporation for U.S. federal income tax purposes notwithstanding its partnership tax status, including if the entity is a “publicly traded partnership” that does not qualify for an exemption based on the character of its income. A partnership is a “publicly traded partnership” under Section 7704 of the Code if interests in the partnership are traded on an established securities market, or interests in the partnership are readily tradable on a “secondary market” or the “substantial equivalent” of a secondary market.
The right of a holder of Operating Partnership units to redeem the units for cash (or common stock at our option) could cause Operating Partnership units to be considered readily tradable on the substantial equivalent of a secondary market. If our Operating Partnership is a publicly traded partnership, it will be taxed as a corporation unless at least 90% of its gross income for each taxable year beginning with the first year it is treated as a publicly traded partnership has consisted and will consist of “qualifying income” under Section 7704 of the Code. Qualifying income generally includes real property rents and certain other types of passive income.
We intend for our Operating Partnership to either qualify for one or more of the safe harbors under the applicable Treasury Regulations to avoid classification as a publicly traded partnership or rely on the qualifying income exception. These safe harbors include among others a safe harbor for a partnership that has no more than 100 partners, and a safe harbor for a “lack of actual trading” if there is a limited volume of certain transfers and redemptions, each of which also have certain additional requirements. While we intend for the Operate Partnership to avoid classification as a publicly traded partnership, it is possible we may not be successful in so complying.”
U.S. Federal Income Taxation of Shareholders
The first bullet point of the first paragraph under the heading “U.S. Federal Income Taxation of Taxable Domestic Shareholders” is revised to state: “An individual who is a citizen or resident of the United States as defined in Section 7701(b) of the Code;”.
The following paragraph is inserted immediately following the second paragraph under the heading “Distributions” and thus will become the third paragraph of the discussion:
In general, to qualify for the reduced tax rate on qualified dividend income, a shareholder must hold our stock for more than 60 days during the 121-day period beginning on the date that is 60 days before the date on which our stock becomes ex-dividend. Dividends paid to a corporate U.S. shareholder will not qualify for the dividends received deduction generally available to corporations.
U.S. Federal Income Taxation of Non-U.S. Shareholders and U.S. Federal Income Taxation of Non-U.S. Holder of Debt Securities
The following sentence is inserted immediately following the last sentence of the first paragraph in each of the headings “U.S. Federal Income Taxation of Non-U.S. Shareholders” and “U.S. Federal Income Taxation of Non-U.S. Holders of Debt Securities”, and thus will become the last sentence of each paragraph: “This discussion does not address shareholders or holders of debt securities, respectively, that are non-U.S. trusts or estates, and additional considerations may apply to beneficial owners of our shares and debt securities, respectively, that are non-U.S. trusts and estates and to the beneficiaries of any such non-U.S. trusts or estates.”
U.S. Federal Income Taxation of Non-U.S. Shareholders
The following sentence is inserted immediately following the last sentence of the second paragraph under the heading “Capital Gain Dividends” and thus will become the last sentence of the aforementioned paragraph:
“As noted above, we also may be required to withhold tax at the rate of 21% on the portion of any dividend to a non‑U.S. shareholder that is or could be designated by us as a capital gain dividend, even if not attributable to USRPI gain.”
The following sentence is inserted immediately following the last sentence of the first paragraph under the heading “Dispositions of Common or Preferred Shares” and thus will become the last sentence of the aforementioned paragraph:
Even if our non-U.S. ownership remains under 50% for five years and we otherwise meet the requirements of this rule, pursuant to certain “wash sale” rules under FIRPTA, a non-U.S. shareholder may incur tax under FIRPTA to the extent such shareholder disposes of our stock within a certain period prior to a distribution attributable to USRPI gain on which the shareholder would have been subject to tax under FIRPTA as described above and directly or indirectly (including through certain affiliates) reacquires our stock within certain prescribed periods, provided that this rule will not apply to a
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disposition and reacquisition of our common stock by a non-U.S. shareholder owning, actually or constructively, 5% or less of our common stock at any time during the one-year period ending on the date of such distribution attributable to USRPI gain.
Federal Taxation of Tax-Exempt Shareholders
The second paragraph under the heading “Federal Taxation of Tax-Exempt Shareholders” is revised as follows:
Tax-exempt shareholders that are social clubs, voluntary employee benefit associations, and supplemental unemployment benefit trusts plans exempt from U.S. federal income taxation under Sections 501(c)(7), (9), and (17) of the Code, respectively, are subject to different UBTI rules, which generally will require them to characterize distributions from us as UBTI.
U.S. Federal Income Taxation of Holders of Debt Securities
The following sentence will be inserted immediately following the first sentence of the first paragraph under the heading “U.S. Federal Income Taxation of Non-U.S. Holders of Debt Securities” and thus will become the second sentence of the aforementioned paragraph: “It applies to non-U.S. holders who purchase debt securities that are issued with or treated as issued with no original issue discount (including debt securities having de minimis original issue discount for U.S. federal income tax purposes).”
Other Tax Considerations
The following sentence will be inserted immediately following the first sentence of the second paragraph under the heading “Information Reporting Requirements and Backup Withholding Tax” and thus will become the second sentence of the aforementioned paragraph: “In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest or dividends, provided that non-U.S. holder provides the withholding agent with a validly executed applicable IRS Form W-8 as described above.”
The second sentence of the first paragraph under the heading “Additional U.S. Federal Income Tax Withholding Rules” (FATCA) is revised to state: “Currently, certain foreign financial institutions and non-financial foreign entities are subject to a 30% U.S. federal withholding tax on dividends on our shares and interest on our debt securities unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government (or complies with applicable alternative procedures pursuant to an applicable intergovernmental agreement between the United States and the relevant foreign government) to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), and (ii) in the case of a non-financial foreign entity, such entity provides the withholding agent with a certification identifying the direct and indirect U.S. owners of the entity and complies with certain other applicable reporting obligations.”
The following heading and paragraph is inserted immediately following the paragraph under the heading “Additional Tax Consequences for Holders of Depository Shares or Rights”:
Fast-Pay Stock
The above summary of certain U.S. federal income tax considerations does not address any U.S. federal income tax considerations to holders of our then outstanding shares that could result if we issue any redeemable preferred stock at a price that exceeds its redemption price by more than a de minimis amount or that otherwise provides for dividends that are economically a return of the shareholder’s investment (rather than a return on the shareholder’s investment), which preferred stock could be considered “fast-pay stock” under Treasury Regulations promulgated under Section 7701(l) of the Code and treated under such regulations as a financing instrument among the holders of the fast-pay stock and our other shareholders.
Available Information
All reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports, are available, free of charge, on our website at rptrealty.com, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC. These filings are also available at the SEC's website at www.sec.gov. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and Board of Trustees’ committee charters also are available on our website.
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Item 1A. Risk Factors
You should carefully consider each of the risks and uncertainties described below and elsewhere in this Annual Report on Form 10-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations and financial condition. This list should not be considered to be a complete statement of all potential risks and uncertainties, and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations. We may update our risk factors from time to time in our future periodic reports.
Operating Risks
The COVID-19 pandemic and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.
Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.
The COVID-19 pandemic has had and could continue to have, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.
Certain states and cities, including where we own properties and where our principal places of business are located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules or “stay at home” orders, social distancing protocols, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when restrictions currently in place will expire or be relaxed or the effect of such expiration or relaxation. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which we and our tenants operate. A number of our tenants have announced temporary closures of their stores or modifications of their operations and requested rent deferral or rent abatement during this pandemic.
The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:
•A complete or partial closure of, or other operational issues, including a decrease in customer traffic at, one or more of our properties resulting from government or tenant action, which have and could continue to adversely affect our operations and those of our tenants;
•The downturn in the economy may result in the inability of one or more of our tenants to be able to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations, (including early lease terminations) or may result in bankruptcy or insolvency of one or more tenants;
•The reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending and changes in consumer behavior, as well as a decrease in individuals' willingness to frequent our properties once tenants reopen as a result of the public health risks and social impacts of such pandemic, which could affect the ability of our properties to generate sufficient revenues to meet operating and other expenses in the short and long term;
•Difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and severe disruption and instability in the global financial markets or deterioration in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis or at all and our tenants' ability to fund their business operations and meet their obligations to us;
•Our ability to remain in compliance with financial covenants of our credit facility and other debt agreements, as amended, which non-compliance could result in a default and potentially an acceleration of indebtedness, and could negatively impact our ability to make additional borrowings;
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•Any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
•A general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties;
•A decrease in retail demand could make it difficult for us to renew or re-lease our properties at favorable rates, or at all, which could cause interruptions or delays in the receipt of rental payments, and we could incur significant increased re-leasing costs;
•A deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants;
•The potential negative impact on the health of our personnel or the personnel of our tenants, particularly if a significant number of our or their executive management team or key personnel are impacted, could result in a deterioration in our and our tenants' ability to ensure business continuity during this disruption;
•Moratoriums imposed by certain jurisdictions on landlord commercial eviction proceedings and collection actions. We may experience delays in commencing actions and recovering costs, and we may be unable to recover all amounts due under the applicable lease agreements;
•The failure of our tenants to reopen may result in co-tenancy claims as a result of the failure to satisfy occupancy thresholds;
•The increase in unanticipated operating costs as a result of compliance with regulations, additional sanitation measures, remote working arrangements and changes to regulations requiring mandatory paid time off for employees;
•Any inability to effectively manage our portfolio and operations while working remotely during the COVID-19 pandemic and for a time after such pandemic, which could adversely impact our business;
•The limited access to our facilities, management, tenants, support staff and professional advisors, which could decrease the effectiveness of our disclosure controls and procedures and internal control over financial reporting, increase our susceptibility to cybersecurity breaches or hamper our ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines; and
•Our insurance may not cover loss of revenue or other expenses resulting from the pandemic and related shelter-in-place rules.
The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, magnitude and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, including the adoption of available COVID-19 vaccines, all of which could vary by geographic region, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could reduce our cash flows, which, among other effects, could impact our ability to restart paying dividends to our shareholders at expected levels or at all. The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic.
A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.
In recent periods, sales by online retailers such as Amazon have increased, and many retailers operating brick and mortar stores have made online sales a vital piece of their businesses. Although many of the retailers operating in our properties sell groceries and other necessity-based soft goods or provide services, including entertainment and dining options, the shift to online shopping may cause declines in brick and mortar sales generated by certain of our tenants and/or may cause certain of our tenants to reduce the size or number of their retail locations in the future. As a result, our cash flow, financial condition and results of operations could be adversely affected.
National economic conditions and retail sales trends may adversely affect the performance of our properties.
Demand to lease space in our shopping centers generally fluctuates with the overall economy. Economic downturns often result in a lower rate of retail sales growth, or even declines in retail sales. In response, retailers that lease space in shopping centers typically reduce their demand for retail space during such downturns. As a result, economic downturns and unfavorable retail sales trends may diminish the income, cash flow, and value of our properties.
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Our concentration of properties in Florida and Michigan makes us more susceptible to adverse market conditions in these states.
Our performance depends on the economic conditions in the markets in which we operate. As of December 31, 2020 and 2019, the pro-rata portion of our aggregate properties located in Florida and Michigan accounted for approximately 22.1% and 19.2%, and 21.8% and 19.8%, respectively, of our annualized base rent. To the extent that market conditions in these or other states in which we operate deteriorate, the performance or value of our properties may be adversely affected.
Increasing sales through non-retail channels and changes in the supply and demand for the type of space we lease to our tenants could affect the income, cash flow and value of our properties.
Our tenants compete with alternate forms of retailing, including on-line shopping, home shopping networks and mail order catalogs. Alternate forms of retailing may reduce the demand for space in our shopping centers. Our shopping centers generally compete for tenants with similar properties located in the same neighborhood, community or region. Although we believe we own high quality centers, competing centers may be newer, better located or have a better tenant mix. In addition, new centers or retail stores may be developed, increasing the supply of retail space competing with our centers or taking retail sales from our tenants.
As a result, we may not be able to renew leases or attract replacement tenants as leases expire. When we do renew tenants or attract replacement tenants, the terms of renewals or new leases may be less favorable to us than current lease terms. In order to lease our vacancies, we often incur costs to reconfigure or modernize our properties to suit the needs of a particular tenant. Under competitive circumstances, such costs may exceed our budgets. If we are unable to lease vacant space promptly, if the rental rates upon a renewal or new lease are lower than expected, or if the costs incurred to lease space exceed our expectations, then the income and cash flow of our properties will decrease.
Our reliance on key tenants for significant portions of our revenues exposes us to increased risk of tenant bankruptcies that could adversely affect our income and cash flow.
As of December 31, 2020, 40.3% of our contractual combined annualized base rents was from our top 25 tenants, including our top five tenants: TJX Companies (4.6%), Dick's Sporting Goods (3.4%), Regal Cinemas (3.1%), Bed Bath & Beyond (3.0%) and LA Fitness (2.7%). No other tenant represented more than 2.0% of our total annualized base rent. The credit risk posed by our major tenants varies.
If any of our major tenants experiences financial difficulties, or if a significant number of our tenants experience financial difficulties, such that they are unable to make rental payments or file for bankruptcy protection, our operating results could be adversely affected. Bankruptcy filings by our tenants or lease guarantors generally delay our efforts to collect pre-bankruptcy receivables and could ultimately preclude full collection of these sums. If a tenant rejects a lease, we would have only a general unsecured claim for damages, which may be collectible only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.
Our properties generally rely on anchor tenants (tenants greater than or equal to 10,000 square feet) to attract customers. The loss of anchor tenants may adversely impact the performance of our properties.
If any of our anchor tenants becomes insolvent, suffers a downturn in business, abandons occupancy or decides not to renew its lease, such event could adversely impact the performance of the affected center. An abandonment or lease termination by an anchor tenant may give other tenants in the same shopping center the right to terminate their leases or pay less rent pursuant to the terms of their leases. Our leases with anchor tenants may, in certain circumstances, permit them to transfer their leases to other retailers. The transfer to a new anchor tenant could result in lower customer traffic to the center, which would affect our other tenants. In addition, a transfer of a lease to a new anchor tenant could give other tenants the right to make reduced rental payments or to terminate their leases.
We may be restricted from leasing vacant space based on existing exclusivity lease provisions with some of our tenants.
In a number of cases, our leases give a tenant the exclusive right to sell clearly identified types of merchandise or provide specific types of services at a particular shopping center. In other cases, leases with a tenant may limit the ability of other tenants to sell similar merchandise or provide similar services to that tenant. When leasing a vacant space, these restrictions may limit the number and types of prospective tenants suitable for that space. If we are unable to lease space on satisfactory terms, our operating results would be adversely impacted.
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Increases in operating expenses could adversely affect our operating results.
Our operating expenses include, among other items, property taxes, insurance, utilities, repairs and the maintenance of the common areas of our shopping centers. We may experience increases in our operating expenses, some or all of which may be out of our control. Most of our leases require that tenants pay for a share of property taxes, insurance and common area maintenance costs. However, if any property is not fully occupied or if recovery income from tenants is not sufficient to cover operating expenses, then we could be required to expend our own funds for operating expenses. In addition, we may be unable to renew leases or negotiate new leases with terms requiring our tenants to pay all the property tax, insurance and common area maintenance costs that tenants currently pay, which would adversely affect our operating results.
Our real estate assets may be subject to additional impairment provisions based on market and economic conditions.
On a periodic basis, we assess whether there are any indicators that the value of our real estate properties and other investments may be impaired. Under generally accepted accounting principles (“GAAP”) a property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. In our estimate of cash flows, we consider factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. We are required to make subjective assessments as to whether there are impairments in the value of our real estate properties and other investments.
No assurance can be given that we will be able to recover the current carrying amount of all of our properties and those of our unconsolidated joint ventures. There can be no assurance that we will not take charges in the future related to the impairment of our assets. Impairment may be impacted by macroeconomic conditions, including those caused by global pandemics, such as COVID-19, which may result in property operational disruption and indicate that the carrying amount may not be recoverable. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken. We recorded an impairment provision of $0.6 million in 2020 related to our land held for future development. Refer to Note 1 of the notes to the consolidated financial statements for further information related to impairment provisions.
Our redevelopment projects may not yield anticipated returns, which would adversely affect our operating results.
Our redevelopment activities generally call for a capital commitment and project scope greater than that required to lease vacant space. To the extent a significant amount of construction is required, we are susceptible to risks such as permitting, cost overruns and timing delays as a result of the lack of availability of materials and labor, the failure of tenants to commit or fulfill their commitments, weather conditions and other factors outside of our control. Any substantial unanticipated delays or expenses would adversely affect the investment returns from these redevelopment projects and adversely impact our operating results.
Current or future joint venture investments could be adversely affected by our lack of sole decision-making authority.
We have in the past, are currently and may in the future acquire and own properties in joint ventures with other persons or entities when we believe circumstances warrant the use of such structures. Our existing joint ventures are subject to various risks, and any additional joint venture arrangements in which we may engage in the future are likely to be subject to various risks, including the following:
•lack of exclusive control over the joint venture, which may prevent us from taking actions that are in our best interest;
•future capital constraints of our partners or failure of our partners to fund their share of required capital contributions, which may require us to contribute more capital than we anticipated to fund developments and/or cover the joint venture's liabilities;
•our partners may at any time have business or economic goals that are inconsistent with ours;
•actions by our partners that could jeopardize our REIT status, require us to pay taxes or subject the properties owned by the joint venture to liabilities greater than those contemplated by the terms of the joint venture agreements;
•disputes between us and our partners that may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business;
•changes in economic and market conditions for any adjacent non-retail use that may adversely impact the cash flow of our retail property;
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•joint venture agreements that may require prior consent of our joint venture partners for a sale or transfer to a third party of our interest in the joint venture, which would restrict our ability to dispose of our interest in such a joint venture; and
•joint venture agreements may include the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms.
If any of the foregoing were to occur, our cash flow, financial condition and results of operations could be adversely affected.
If we suffer losses that are uninsured or in excess of our insurance coverage limits, we could lose invested capital and anticipated profits.
Catastrophic losses, such as losses resulting from wars, acts of terrorism, earthquakes, floods, hurricanes and tornadoes or other natural disasters, and pollution or environmental matters, generally are either uninsurable or not economically insurable, or may be subject to insurance coverage limitations, such as large deductibles or co-payments. Although we currently maintain “all risk” replacement cost insurance for our buildings, rents and personal property, commercial general liability insurance and pollution and environmental liability insurance, our insurance coverage may be inadequate if any of the events described above occurs to, or causes the destruction of, one or more of our properties. Under that scenario, we could lose both our invested capital and anticipated profits from that property.
Investing Risks
We face competition for the acquisition and development of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.
We compete with many other entities for the acquisition of shopping centers and land suitable for new developments, including other REITs, private institutional investors and other owner-operators of shopping centers. In particular, larger REITs may enjoy competitive advantages that result from, among other things, a lower cost of capital. These competitors may increase the market prices we would have to pay in order to acquire properties. If we are unable to acquire properties that meet our criteria at prices we deem reasonable, our ability to grow will be adversely affected.
We may be unable to complete acquisitions and, even if acquisitions are completed, our operating results at acquired properties may not meet our financial expectations.
We continue to evaluate the market of available properties and expect to continue to acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or develop them is subject to the following risks:
•we may be unable to acquire a desired property because of competition from other real estate investors with substantial capital, including other REITs, real estate operating companies and institutional investment funds;
•even if we are able to acquire a desired property, competition from other potential investors may significantly increase the purchase price;
•we may incur significant costs and divert management’s attention in connection with the evaluation and negotiation of potential acquisitions, including ones that are subsequently not completed;
•we may be unable to finance acquisitions on favorable terms and in the time period we desire, or at all;
•we may be unable to quickly and efficiently integrate newly acquired properties, particularly the acquisition of portfolios of properties, into our existing operations;
•we may acquire properties that are not initially accretive to our results and we may not successfully manage and lease those properties to meet our expectations; and
•we may acquire properties that are subject to liabilities without any recourse, or with only limited recourse to former owners, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons to former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
If we are unable to acquire properties on favorable terms, obtain financing in a timely manner and on favorable terms or operate acquired properties to meet our financial expectations, our cash flow, financial condition and results of operations could be adversely affected.
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Commercial real estate investments are relatively illiquid, which could hamper our ability to dispose of properties that no longer meet our investment criteria or respond to adverse changes in the performance of our properties.
Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited because real estate investments are relatively illiquid. The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control. We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property. We may be required to expend funds to correct defects or to make improvements before a property can be sold. Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.
We are seeking to develop new properties or redevelop existing properties, an activity that has inherent risks that could adversely impact our cash flow, financial condition and results of operations. These activities are subject to the following risks:
•We may not be able to complete construction on schedule due to labor disruptions, construction delays, and delays or failure to receive zoning or other regulatory approvals;
•We may abandon our development, redevelopment and expansion opportunities after expending resources to determine feasibility and we may incur an impairment loss on our investment;
•Construction and other project costs may exceed our original estimates because of increases in material and labor costs, interest rates, operating costs, and leasing costs;
•We may not be able to obtain financing on favorable terms for construction;
•We might not be able to secure key anchor or other tenants;
•We may experience a decrease in customer traffic during the redevelopment period causing a decrease in tenant sales;
•Occupancy rates and rents at a completed project may not meet our projections; and
•The time frame required for development, constructions and lease-up of these properties means that we may have to wait years for a significant cash return.
If any of these events occur, our development activities may have an adverse effect on our results of operations, including additional impairment provisions. For a detailed discussion of development projects, refer to Notes 3 and 5 of the notes to the consolidated financial statements.
Financing Risks
Increases in interest rates may affect the cost of our variable-rate borrowings, our ability to refinance maturing debt and the cost of any such refinancings.
As of December 31, 2020, we had eleven interest rate swap agreements in effect for an aggregate notional amount of $310.0 million converting our floating rate corporate debt to fixed rate debt. In addition, we have entered into two forward starting interest rate swap agreement for an aggregate notional amount of $75.0 million. After accounting for these interest rate swap agreements, we had $100.0 million of variable rate debt outstanding at December 31, 2020. Increases in interest rates on our existing indebtedness would increase our interest expense, which would adversely affect our cash flow and our ability to distribute cash to our shareholders. For example, if market rates of interest on our variable rate debt outstanding as of December 31, 2020 increased by 1.0%, the increase in interest expense on our existing variable rate debt would decrease future earnings and cash flows by approximately $1.0 million annually. Interest rate increases could also constrain our ability to refinance maturing debt because lenders may reduce their advance rates in order to maintain debt service coverage ratios.
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Our debt must be refinanced upon maturity, which makes us reliant on the capital markets on an ongoing basis.
We are not structured in a manner to generate and retain sufficient cash flow from operations to repay our debt at maturity. Instead, we expect to refinance our debt by raising equity, debt or other capital prior to the time that it matures. As of December 31, 2020, we had $1.0 billion of outstanding indebtedness, net of deferred financing costs, including $0.9 million of finance lease obligations. The availability, price and duration of capital can vary significantly. If we seek to refinance maturing debt when capital market conditions are restrictive, we may find capital scarce, costly or unavailable. Refinancing debt at a higher cost would affect our operating results and cash available for distribution. The failure to refinance our debt at maturity would result in default and the exercise by our lenders of the remedies available to them, including foreclosure and, in the case of recourse debt, liability for unpaid amounts.
We could increase our outstanding debt.
Our management and Board of Trustees (“Board”) generally have discretion to increase the amount of our outstanding debt at any time. Subject to existing financial covenants, we could become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our cash flow and the amount available for distribution to our shareholders. If we increase our debt, we may also increase the risk of default on our debt.
Our mortgage debt exposes us to the risk of loss of property, which could adversely affect our financial condition.
As of December 31, 2020, we had $86.4 million of mortgage debt, net of unamortized premiums and deferred financing costs, encumbering our properties. A default on any of our mortgage debt may result in foreclosure actions by lenders and ultimately our loss of the mortgaged property. For federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure but would not receive any cash proceeds.
Financial covenants may restrict our operating, investing or financing activities, which may adversely impact our financial condition and operating results.
The financial covenants contained in our mortgages and debt agreements reduce our flexibility in conducting our operations and create a risk of default on our debt if we cannot continue to satisfy them. The mortgages on our properties contain customary negative covenants such as those that limit our ability, without the prior consent of the lender, to further mortgage the applicable property or to discontinue insurance coverage. In addition, if we breach covenants in our debt agreements, the lender can declare a default and require us to repay the debt immediately and, if the debt is secured, can ultimately take possession of the property securing the loan.
Our outstanding unsecured revolving line of credit contains customary restrictions, requirements and other limitations on our ability to incur indebtedness, including limitations on the maximum ratio of total liabilities to assets, the minimum fixed charge coverage and the minimum tangible net worth. Our ability to borrow under our unsecured revolving line of credit is subject to compliance with these financial and other covenants. We rely on our ability to borrow under our unsecured revolving line of credit to finance acquisition, development and redevelopment activities and for working capital. If we are unable to borrow under our unsecured revolving line of credit, our financial condition and results of operations would be adversely impacted.
Further, if we are not able to maintain compliance with our covenants due to the impact of COVID-19, or obtain waivers or modifications in order to maintain compliance, our lenders and note holders of our unsecured debt would have the right to accelerate payment, including make whole payments where applicable, which would have a material adverse impact on our financial condition.
We must distribute a substantial portion of our income annually in order to maintain our REIT status, and as a result we may not retain sufficient cash from operations to fund our investing needs.
As a REIT, we are subject to annual distribution requirements under the Code. In general, we must distribute at least 90% of our REIT taxable income annually, excluding net capital gains, to our shareholders to maintain our REIT status. We intend to make distributions to our shareholders to comply with the requirements of the Code.
Differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement. In addition, the distribution requirement reduces the amount of cash we retain for use in funding our capital requirements and our growth. As a result, we
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have historically funded our acquisition, development and redevelopment activities by any of the following: selling assets that no longer meet our investment criteria; selling common shares and preferred shares; borrowing from financial institutions; and entering into joint venture transactions with third parties. Our failure to obtain funds from these sources could limit our ability to grow, which could have a material adverse effect on the value of our securities.
There may be future dilution to holders of our common shares.
Our Articles of Restatement of Declaration of Trust (the “Declaration of Trust”) authorizes our Board to, among other things, issue additional common or preferred shares, or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional common or preferred shares or convertible securities could be dilutive to holders of our common shares. Moreover, to the extent that we issue restricted shares, options or warrants to purchase our common shares in the future and those options or warrants are exercised or the restricted shares vest, our shareholders will experience further dilution. Holders of our common shares have no preemptive rights that entitle them to purchase a pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.
We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common shares as to distributions and in liquidation, which could negatively affect the value of our common shares.
There were 842,321 shares of unvested restricted common shares outstanding at December 31, 2020.
We may be adversely affected by changes in LIBOR reporting practices or any alternative rates.
In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In November 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced plans to consult on ceasing publications of LIBOR on December 31, 2021 for only the one week and two week LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR, and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR, and we are monitoring this activity and evaluating the related risks.
Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.
Our creditworthiness is rated by a nationally recognized credit rating agency. The credit rating assigned is based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit agency as relevant to our industry. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and future debt financing we may obtain. Since we depend on debt financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our financial condition, operating results and cash flow.
Corporate Risks
The price of our common shares may fluctuate significantly.
The market price of our common shares fluctuates based upon numerous factors, many of which are outside of our control. A decline in our share price, whether related to our operating results or not, may constrain our ability to raise equity in pursuit of our business objectives. In addition, a decline in price may affect the perceptions of lenders, tenants or others with whom we transact. Such parties may withdraw from doing business with us as a result. An inability to raise capital at a suitable cost or at any cost, or to do business with certain tenants or other parties, would affect our operations and financial condition.
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Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.
We intend to operate in a manner so as to qualify as a REIT for federal income tax purposes. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, investment, organizational, distribution, shareholder ownership and other requirements on a continuing basis. Our ability to satisfy the asset requirements depends upon our analysis of the fair market values of our assets, some of which are not susceptible to a precise determination and for which we will not obtain independent appraisals. In addition, our compliance with the REIT income and asset requirements depends upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT qualification requirements. Accordingly, there can be no assurance that the Internal Revenue Service (“IRS”) will not contend that our interests in subsidiaries or other issuers constitute a violation of the REIT requirements. Moreover, future economic, market, legal, tax or other considerations may cause us to fail to qualify as a REIT.
If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates and distributions to shareholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the amount of cash available for distribution to our shareholders, which in turn could have an adverse impact on the value of and trading prices for, our common shares. Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.
If our subsidiary REITs failed to qualify as REITs, we could be subject to higher taxes and could fail to remain qualified as a REIT.
Our Operating Partnership indirectly owns 51.5% of the common shares of each of five subsidiary REITs that will elect to be taxed as REITs under the U.S. federal income tax law for their short taxable year ended December 31, 2020. Our subsidiary REITs are subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If any of our subsidiary REITs were to fail to qualify as a REIT, then (i) such subsidiary REITs would become subject to U.S. federal income tax and (ii) our ownership of shares in such subsidiary REITs would cease to be a qualifying asset for purposes of the asset tests applicable to REITs. If our subsidiary REITs were to fail to qualify as a REIT, it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions. We intend to implement certain protective arrangements intended to avoid such an outcome if our subsidiary REITs were not to qualify as a REIT, but there can be no assurance that such arrangements will be effective to avoid the resulting adverse consequences to us.
Even as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes.
Even as a REIT, we may be subject to federal income and excise taxes in various situations, such as if we fail to distribute all of our REIT taxable income. We also will be required to pay a 100% tax on non-arm’s length transactions between us and our TRSs and on any net income from sales of property that the IRS successfully asserts was property held for sale to customers in the ordinary course of business. Additionally, we may be subject to state or local taxation in various state or local jurisdictions, including those in which we transact business. The state and local tax laws may not conform to the federal income tax treatment. Any taxes imposed on us would reduce our operating cash flow and net income.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Treasury Department. Changes to tax laws, which may have retroactive application, could adversely affect our shareholders or us. We cannot predict how changes in tax laws might affect our shareholders or us.
We are party to litigation in the ordinary course of business, and an unfavorable court ruling could have a negative effect on us.
We are the defendant in a number of claims brought by various parties against us. Although we intend to exercise due care and consideration in all aspects of our business, it is possible additional claims could be made against us. We maintain insurance coverage including general liability coverage to help protect us in the event a claim is awarded; however, some claims may be uninsured. In the event that claims against us are successful and uninsured or under insured, or we elect to settle claims that we determine are in our interest to settle, our operating results and cash flow could be adversely impacted. In addition, an increase in claims and/or payments could result in higher insurance premiums, which could also adversely affect our operating results and cash flow.
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We are subject to various environmental laws and regulations which govern our operations and which may result in potential liability.
Under various federal, state and local laws, ordinances and regulations relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances disposed, stored, released, generated, manufactured or discharged from, on, at, onto, under or in such property. Environmental laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such hazardous or toxic substance. The presence of such substances, or the failure to properly remediate such substances when present, released or discharged, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. The cost of any required remediation and the liability of the owner or operator therefore as to any property is generally not limited under such environmental laws and could exceed the value of the property and/or the aggregate assets of the owner or operator. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the cost of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such persons. In addition to any action required by federal, state or local authorities, the presence or release of hazardous or toxic substances on or from any property could result in private plaintiffs bringing claims for personal injury or other causes of action.
In connection with ownership (direct or indirect), operation, management and development of real properties, we have the potential to be liable for remediation, releases or injury. In addition, environmental laws impose on owners or operators the requirement of ongoing compliance with rules and regulations regarding business-related activities that may affect the environment. Such activities include, for example, the ownership or use of transformers or underground tanks, the treatment or discharge of waste waters or other materials, the removal or abatement of asbestos-containing materials (“ACMs”) or lead-containing paint during renovations or otherwise, or notification to various parties concerning the potential presence of regulated matters, including ACMs. Failure to comply with such requirements could result in difficulty in the lease or sale of any affected property and/or the imposition of monetary penalties, fines or other sanctions in addition to the costs required to attain compliance. Several of our properties have or may contain ACMs or underground storage tanks; however, we are not aware of any potential environmental liability which could reasonably be expected to have a material impact on our financial position or results of operations. No assurance can be given that future laws, ordinances or regulations will not impose any material environmental requirement or liability, or that a material adverse environmental condition does not otherwise exist.
Our success depends on key personnel whose continued service is not guaranteed.
We depend on the efforts and expertise of our senior management team to manage our day-to-day operations and strategic business direction. While we have retention and severance agreements with certain members of our executive management team that provide for certain payments in the event of a change of control or termination without cause, we do not have employment agreements with all of the members of our executive management team. Therefore, we cannot guarantee their continued service. The loss of their services, and our inability to find suitable replacements, could have an adverse effect on our operations.
Our business and operations would suffer in the event of system failures, security breaches, cyber security intrusions, cyber-attacks or other disruptions of our information technology systems.
We rely extensively upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage and support a variety of business processes and activities. Although we employ a number of security measures to prevent, detect and mitigate these risks, including a disaster recovery plan for our internal information technology systems, a dedicated IT team, employee training and background checks and password protection, along with purchasing cyber liability insurance coverage, there can be no assurance that these measures will be effective and our systems, networks and services remain vulnerable to damages from any number of sources, including system failures due to energy blackouts, natural disasters, terrorism, war or telecommunication failures, security breaches, cyber intrusions and cyber security attacks, such as computer viruses, malware or e-mail attachments or any unauthorized access to our data and/or computer systems. In recent years, there has been an increased number of significant cyber security attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. A system failure, security breach, cyber intrusion, cyber-attack or other disruption of our information technology systems may cause interruptions in our operations and other negative consequences, which may include but are not limited to the following, any of which could have a material adverse effect on our cash flow, financial condition and results of operations:
•Compromising of confidential information;
•Manipulation and destruction of data;
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•System downtime and operational disruptions;
•Remediation cost that may include liability for stolen assets or information, expenses related to repairing system damage, costs associated with damage to business relationships or due to legal requirements imposed;
•Loss of revenues resulting from unauthorized use of proprietary information;
•Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants;
•Reputational damage adversely affecting investor confidence;
•Damage to tenant relationships;
•Violation of applicable privacy and other laws;
•Litigation; and
•Loss of trade secrets.
Restrictions on the ownership of our common shares are in place to preserve our REIT status.
Our Declaration of Trust restricts ownership by any one shareholder to no more than 9.8% of our outstanding common shares, subject to certain exceptions granted by our Board. The ownership limit is intended to ensure that we maintain our REIT status given that the Code imposes certain limitations on the ownership of the stock of a REIT. Not more than 50% in value of our outstanding shares of beneficial interest may be owned, directly or indirectly by five or fewer individuals (as defined in the Code) during the last half of any taxable year. If an individual or entity were found to own constructively more than 9.8% in value of our outstanding shares, then any excess shares would be transferred by operation of our Declaration of Trust to a charitable trust, which would sell such shares for the benefit of the shareholder in accordance with procedures specified in our Declaration of Trust.
The ownership limit may discourage a change in control, may discourage tender offers for our common shares and may limit the opportunities for our shareholders to receive a premium for their shares. Upon due consideration, our Board previously has granted limited exceptions to this restriction for certain shareholders who requested an increase in their ownership limit. However, the Board has no obligation to grant such limited exceptions in the future.
Certain anti-takeover provisions of our Declaration of Trust and Bylaws may inhibit a change of our control.
Certain provisions contained in our Declaration of Trust and Amended and Restated Bylaws (the “Bylaws”) and the Maryland General Corporation Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us. These provisions and actions may delay, deter or prevent a change in control or the removal of existing management. These provisions and actions also may delay or prevent the shareholders from receiving a premium for their common shares of beneficial interest over then-prevailing market prices.
These provisions and actions include:
•the REIT ownership limit described above;
•authorization of the issuance of our preferred shares of beneficial interest with powers, preferences or rights to be determined by our Board;
•special meetings of our shareholders may be called only by the chairman of our Board, the president, one-third of the Trustees, or the secretary upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting;
•a two-thirds shareholder vote is required to approve some amendments to our Declaration of Trust;
•our Bylaws contain advance-notice requirements for proposals to be presented at shareholder meetings; and
•our Board, without the approval of our shareholders, may from time to time (i) amend our Declaration of Trust to increase or decrease the aggregate number of shares of beneficial interest, or the number of shares of beneficial interest of any class, that we have authority to issue, and (ii) reclassify any unissued shares of beneficial interest into one or more classes or series of shares of beneficial interest.
In addition, the Trust, by Board action, may elect to be subject to certain provisions of the Maryland General Corporation Law that inhibit takeovers such as the provision that permits the Board by way of resolution to classify itself, notwithstanding any provision our Declaration of Trust or Bylaws.
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Changes in accounting standards may adversely impact our financial results.
The Financial Accounting Standards Board, in conjunction with the SEC, has several projects on its agenda, as well as recently issued updates that could impact how we currently account for material transactions. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact that new standards may have on the presentation of our consolidated financial statements, results of operations and financial ratios required by our debt covenants. Refer to Note 2 of the notes to the consolidated financial statements in this report for further information related to recently issued accounting pronouncements.
U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.
Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which generally took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes will impact us and our shareholders in various ways, some of which are adverse or potentially adverse compared to prior law. To date, the IRS has issued guidance with respect to many of the new provisions but there are several interpretive issues that still require further guidance. It is likely that technical corrections legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our shopping centers and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate.
Other legislative proposals could be enacted in the future that could affect REITs and their shareholders. Prospective investors are urged to consult their tax advisors regarding the effect of H.R. 1 and any other potential tax law changes on an investment in our common stock.
We may have to borrow funds or sell assets to meet our distribution requirements.
Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some that which actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the Internal Revenue Service. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.
Liquidation of our assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor “Even as a REIT, we may be subject to various federal income and excise taxes, as well as state and local taxes”.
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Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20%, and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years beginning on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduces the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.
Item 1B. Unresolved Staff Comments.
None.
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Item 2. Properties
As of December 31, 2020, we owned and managed a portfolio of 49 shopping centers (including five shopping centers owned through R2G) with approximately 11.9 million square feet (“SF”) of GLA. Our wholly-owned properties consist of 44 shopping centers comprising approximately 11.1 million square feet of GLA.
| Property Name | Location City | State | Ownership % | Year Built / Acquired / Redeveloped | Total GLA | % Leased | Average base rent per leased SF (1) | Major Tenants (2) | |||||||||||||||||||||||||||||||||||||||
| Atlanta [MSA Rank 9] | |||||||||||||||||||||||||||||||||||||||||||||||
| Holcomb Center | Alpharetta | GA | 100% | 1986/1996/2010 | 107,193 | 83.6 | % | $ | 12.98 | Zoo Health Club | |||||||||||||||||||||||||||||||||||||
| Peachtree Hill | Duluth | GA | 100% | 1986/2015/NA | 154,700 | 99.3 | % | 14.64 | Kroger, LA Fitness | ||||||||||||||||||||||||||||||||||||||
| Promenade at Pleasant Hill | Duluth | GA | 100% | 1993/2004/NA | 265,398 | 98.8 | % | 11.53 | BioLife Plasma Services (3), K1 Speed, LA Fitness, Publix | ||||||||||||||||||||||||||||||||||||||
| Austin [MSA Rank 31] | |||||||||||||||||||||||||||||||||||||||||||||||
| Lake Hills Plaza | Austin | TX | 100% | 1980/2019/2019 | 75,923 | 91.5 | % | 25.97 | Dollar Tree, TruFusion, (Target) | ||||||||||||||||||||||||||||||||||||||
| Baltimore [MSA Rank 20] | |||||||||||||||||||||||||||||||||||||||||||||||
| Crofton Centre | Crofton | MD | 100% | 1974/2015/NA | 252,230 | 91.6 | % | 9.69 | At Home, Dollar Tree, Gold's Gym, Shoppers Food Warehouse | ||||||||||||||||||||||||||||||||||||||
| Chicago [MSA Rank 3] | |||||||||||||||||||||||||||||||||||||||||||||||
| Deer Grove Centre | Palatine | IL | 100% | 1997/2013/2013 | 237,644 | 82.2 | % | 10.41 | Aldi, Dollar Tree, Hobby Lobby, Petco, Ross Dress for Less, T.J. Maxx, (Target) | ||||||||||||||||||||||||||||||||||||||
| Market Plaza | Glen Ellyn | IL | 100% | 1965/2015/2009 | 166,572 | 91.8 | % | 15.76 | Dollar Tree, Jewel-Osco, Ross Dress for Less, Staples | ||||||||||||||||||||||||||||||||||||||
| Mount Prospect Plaza | Mount Prospect | IL | 100% | 1958/2013/2013 | 227,690 | 93.7 | % | 14.10 | Aldi, AutoZone, Burlington Coat Factory, Dollar Tree, LA Fitness, Marshalls, Ross Dress for Less, (Wal-Mart) | ||||||||||||||||||||||||||||||||||||||
| Webster Place | Lincoln Park | IL | 100% | 1987/2017/NA | 134,918 | 68.5 | % | 24.03 | Barnes & Noble, Regal Cinema | ||||||||||||||||||||||||||||||||||||||
| Cincinnati [MSA Rank 29] | |||||||||||||||||||||||||||||||||||||||||||||||
| Bridgewater Falls | Hamilton | OH | 100% | 2005/2014/NA | 503,340 | 92.9 | % | 14.72 | Bed Bath & Beyond, Best Buy, Dick's Sporting Goods, J.C. Penney, Michaels, Old Navy, PetSmart, Staples, T.J. Maxx, Ulta Beauty, (Target) | ||||||||||||||||||||||||||||||||||||||
| Buttermilk Towne Center | Crescent Springs | KY | 100% | 2005/2014/NA | 290,033 | 99.5 | % | 10.21 | Field & Stream, Home Depot, LA Fitness, Petco, Remke Market | ||||||||||||||||||||||||||||||||||||||
| Deerfield Towne Center | Mason | OH | 100% | 2004/2013/2018 | 469,209 | 90.0 | % | 21.15 | Ashley Furniture HomeStore, Bed Bath & Beyond, buybuy Baby, CoHatch, Crunch Fitness Dick's Sporting Goods, Regal Cinemas, Ulta Beauty, Whole Foods Market | ||||||||||||||||||||||||||||||||||||||
| Columbus [MSA Rank 32] | |||||||||||||||||||||||||||||||||||||||||||||||
| Olentangy Plaza | Columbus | OH | 100% | 1981/2015/1997 | 252,143 | 94.8 | % | 12.95 | Aveda Institute Columbus, BioLife Plasma Services, Dollar Tree, Eurolife Furniture, Marshalls, Micro Center | ||||||||||||||||||||||||||||||||||||||
| The Shops on Lane Avenue | Upper Arlington | OH | 100% | 1952/2015/2004 | 183,130 | 93.6 | % | 25.64 | Bed Bath & Beyond, CoHatch, Ulta Beauty, Whole Foods Market | ||||||||||||||||||||||||||||||||||||||
| Denver [MSA Rank 19] | |||||||||||||||||||||||||||||||||||||||||||||||
| Front Range Village | Fort Collins | CO | 100% | 2008/2014/NA | 503,900 | 96.5 | % | 20.17 | 2nd and Charles, Cost Plus World Market, DSW, Microsoft Corporation, Nike (3), Sprouts Farmers Market, Staples, Ulta Beauty, Urban Air Adventure Park, Zone Athletic Clubs, (Fort Collins Library), (Lowes), (Target) | ||||||||||||||||||||||||||||||||||||||
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| Property Name | Location City | State | Ownership % | Year Built /Acquired / Redeveloped | Total GLA | % Leased | Average base rent per leased SF (1) | Major Tenants (2) | |||||||||||||||||||||||||||||||||||||||
| Detroit [MSA Rank 14] | |||||||||||||||||||||||||||||||||||||||||||||||
| Clinton Pointe | Clinton Township | MI | 100% | 1992/2003/NA | 135,450 | 78.2 | % | 10.45 | Dollar Tree, Famous Footwear, OfficeMax, Planet Fitness, T.J. Maxx, (Target) | ||||||||||||||||||||||||||||||||||||||
| Hunter's Square | Farmington Hills | MI | 100% | 1988/2013/NA | 352,772 | 93.7 | % | 16.72 | Bed Bath & Beyond, buybuy Baby, Dollar Tree, DSW, Old Navy, Marshalls, Saks Fifth Avenue Off 5th, T.J. Maxx | ||||||||||||||||||||||||||||||||||||||
| Southfield Plaza | Southfield | MI | 100% | 1969/1996/2003 | 190,099 | 95.3 | % | 9.54 | Big Lots, Burlington Coat Factory, Forman Mills | ||||||||||||||||||||||||||||||||||||||
| Tel-Twelve | Southfield | MI | 100% | 1968/1996/2005 | 523,382 | 94.8 | % | 12.11 | Best Buy, DSW, Lowe's, Meijer, Michaels, PetSmart, Ulta Beauty | ||||||||||||||||||||||||||||||||||||||
| Troy Marketplace | Troy | MI | 100% | 2000/2013/2010 | 245,130 | 98.8 | % | 20.44 | Airtime, Golf Galaxy, LA Fitness, Nordstrom Rack, PetSmart, (REI) | ||||||||||||||||||||||||||||||||||||||
| West Oaks I Shopping Center | Novi | MI | 100% | 1979/1996/2004 | 259,183 | 100.0 | % | 17.31 | DSW, Gardner White Furniture, Home Goods, Michaels, Nordstrom Rack, Old Navy, The Container Store | ||||||||||||||||||||||||||||||||||||||
| West Oaks II Shopping Center | Novi | MI | 100% | 1986/1996/2000 | 195,140 | 82.8 | % | 19.15 | Jo-Ann, Marshalls, (ABC Warehouse), (Bed Bath & Beyond), (Bob's Discount Furniture), (Kohl's), (Value City Furniture) | ||||||||||||||||||||||||||||||||||||||
| Winchester Center | Rochester Hills | MI | 100% | 1980/2013/NA | 320,134 | 86.5 | % | 12.56 | Bed Bath & Beyond, Dick's Sporting Goods, Marshalls, Michaels, PetSmart | ||||||||||||||||||||||||||||||||||||||
| Indianapolis [MSA Rank 34] | |||||||||||||||||||||||||||||||||||||||||||||||
| Merchants' Square | Carmel | IN | 100% | 1970/2010/2014 | 251,433 | 94.5 | % | 14.48 | Cost Plus World Market, Flix Brewhouse, Petco, Planet Fitness | ||||||||||||||||||||||||||||||||||||||
| Jacksonville [MSA Rank 40] | |||||||||||||||||||||||||||||||||||||||||||||||
| Parkway Shops | Jacksonville | FL | 100% | 2013/2008/NA | 170,568 | 100.0 | % | 10.94 | Aldi, Dick's Sporting Goods, Hobby Lobby, Marshalls, (Wal-Mart Supercenter) | ||||||||||||||||||||||||||||||||||||||
| River City Marketplace | Jacksonville | FL | 100% | 2005/2005/NA | 585,922 | 88.6 | % | 19.00 | Aldi, Ashley Furniture HomeStore, Bed Bath & Beyond, Best Buy, Burlington Coat Factory, Dollar Tree, Duluth Trading, Michaels, Old Navy, PetSmart, Regal Cinemas, Ross Dress for Less, (Lowe's), (Wal-Mart Supercenter) | ||||||||||||||||||||||||||||||||||||||
| Miami [MSA Rank 8] | |||||||||||||||||||||||||||||||||||||||||||||||
| Marketplace of Delray | Delray Beach | FL | 100% | 1981/2013/2010 | 241,715 | 93.8 | % | 16.32 | Dollar Tree, Office Depot, Ross Dress for Less, Winn-Dixie | ||||||||||||||||||||||||||||||||||||||
| Rivertowne Square | Deerfield Beach | FL | 100% | 1980/1998/2010 | 146,666 | 91.3 | % | 10.93 | Bealls, Winn-Dixie | ||||||||||||||||||||||||||||||||||||||
| West Broward Shopping Center | Plantation | FL | 100% | 1965/2013/NA | 149,046 | 90.6 | % | 13.49 | Badcock, DD's Discounts, Dollar Tree, Save-A-Lot, US Post Office, Walgreens | ||||||||||||||||||||||||||||||||||||||
| Milwaukee [MSA Rank 39] | |||||||||||||||||||||||||||||||||||||||||||||||
| Nagawaukee Center | Delafield | WI | 100% | 1994/2012-13/NA | 220,083 | 98.9 | % | 15.31 | HomeGoods, Kohl's, Marshalls, Sierra Trading Post, (Sentry Foods) | ||||||||||||||||||||||||||||||||||||||
| West Allis Towne Centre | West Allis | WI | 100% | 1987/1996/2011 | 326,223 | 87.3 | % | 10.54 | Burlington Coat Factory, Citi Trends, Dollar Tree, Harbor Freight Tools, Hobby Lobby, Ross Dress for Less, Xperience Fitness | ||||||||||||||||||||||||||||||||||||||
| Minneapolis [MSA Rank 16] | |||||||||||||||||||||||||||||||||||||||||||||||
| Centennial Shops | Edina | MN | 100% | 2008/2016/NA | 85,230 | 100.0 | % | 40.30 | Pinstripes, The Container Store, West Elm | ||||||||||||||||||||||||||||||||||||||
| Woodbury Lakes | Woodbury | MN | 100% | 2005/2014/NA | 360,028 | 86.6 | % | 21.65 | Alamo Drafthouse Cinema, buybuy Baby, DSW, GAP, H&M, Michaels, Victoria's Secret, (Trader Joe's) | ||||||||||||||||||||||||||||||||||||||
25
| Property Name | Location City | State | Ownership % | Year Built /Acquired / Redeveloped | Total GLA | % Leased | Average base rent per leased SF (1) | Major Tenants (2) | |||||||||||||||||||||||||||||||||||||||
| Nashville [MSA Rank 36] | |||||||||||||||||||||||||||||||||||||||||||||||
| Providence Marketplace | Mt. Juliet | TN | 100% | 2006/2017/NA | 632,554 | 96.7 | % | 13.26 | Belk, Best Buy, Books A Million, Dick's Sporting Goods, J.C. Penney, JoAnn Fabrics, Old Navy, PetSmart, Regal Cinema, Ross Dress for Less, Staples, T.J. Maxx/HomeGoods, (Kroger), (Target) | ||||||||||||||||||||||||||||||||||||||
| St. Louis [MSA Rank 21] | |||||||||||||||||||||||||||||||||||||||||||||||
| Central Plaza | Ballwin | MO | 100% | 1970/2012/2012 | 163,625 | 95.7 | % | 12.83 | buybuy Baby, Dollar Tree, Jo-Ann, Old Navy, Ross Dress for Less | ||||||||||||||||||||||||||||||||||||||
| Deer Creek Shopping Center | Maplewood | MO | 100% | 1975/2013/2013 | 208,122 | 96.1 | % | 10.64 | buybuy Baby, Club Fitness, Dollar Tree, GFS, Jo-Ann, Marshalls, Ross Dress for Less | ||||||||||||||||||||||||||||||||||||||
| Heritage Place | Creve Coeur | MO | 100% | 1989/2011/2005 | 269,127 | 97.6 | % | 14.75 | Dierbergs Markets, Dollar Tree, Marshalls, Office Depot, Petco, T.J. Maxx | ||||||||||||||||||||||||||||||||||||||
| Tampa [MSA Rank 18] | |||||||||||||||||||||||||||||||||||||||||||||||
| Cypress Point | Clearwater | FL | 100% | 1983/2013/NA | 168,736 | 96.1 | % | 12.76 | At Home, The Fresh Market | ||||||||||||||||||||||||||||||||||||||
| Lakeland Park Center | Lakeland | FL | 100% | 2014/NA/NA | 232,313 | 98.3 | % | 14.40 | Dick's Sporting Goods, Floor & Décor, Northern Tool, Old Navy, Petsmart, Ross Dress for Less, Ulta Beauty, (Target) | ||||||||||||||||||||||||||||||||||||||
| Shoppes of Lakeland | Lakeland | FL | 100% | 1985/1996/NA | 183,702 | 97.8 | % | 13.56 | Ashley Furniture HomeStore, Dollar Tree, Michaels, Petco, Staples, T.J. Maxx, (Target) | ||||||||||||||||||||||||||||||||||||||
| Village Lakes Shopping Center | Land O' Lakes | FL | 100% | 1987/1997/NA | 167,735 | 96.3 | % | 10.47 | Bealls Outlet, Dollar Tree, Marshalls, Ross Dress for Less, You Fit Health Club | ||||||||||||||||||||||||||||||||||||||
| Properties Not in Top 40 MSA's | |||||||||||||||||||||||||||||||||||||||||||||||
| Spring Meadows Place | Holland | OH | 100% | 1987/1996/2005 | 314,514 | 85.7 | % | 11.15 | Ashley Furniture HomeStore, Big Lots, Dollar Tree, DSW, Guitar Center, HomeGoods, Michaels, OfficeMax, PetSmart, T.J. Maxx, (Best Buy), (Dick's Sporting Goods), (Sam's Club), (Target), (Wal-Mart) | ||||||||||||||||||||||||||||||||||||||
| Treasure Coast Commons | Jensen Beach | FL | 100% | 1996/2013/NA | 91,656 | 100.0 | % | 12.92 | Barnes & Noble, Beall's Outlet Store, Dick's Sporting Goods | ||||||||||||||||||||||||||||||||||||||
| Vista Plaza | Jensen Beach | FL | 100% | 1998/2013/NA | 109,761 | 100.0 | % | 14.87 | Bed Bath & Beyond, Michaels, Total Wine & More | ||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED SHOPPING CENTERS TOTAL/AVERAGE | 11,124,072 | 93.0 | % | $ | 15.13 | ||||||||||||||||||||||||||||||||||||||||||
| JOINT VENTURE PORTFOLIO | |||||||||||||||||||||||||||||||||||||||||||||||
| Coral Creek Shops | Coconut Creek | FL | 51.5% | 1992/2002/NA | 109,312 | 91.7 | % | 19.86 | Advance Auto Parts, Publix | ||||||||||||||||||||||||||||||||||||||
| Mission Bay Plaza | Boca Raton | FL | 51.5% | 1989/2013/NA | 262,701 | 81.9 | % | 27.76 | Dick's Sporting Goods, LA Fitness, The Fresh Market | ||||||||||||||||||||||||||||||||||||||
| The Crossroads | Royal Palm Beach | FL | 51.5% | 1988/2002/NA | 121,509 | 96.7 | % | 17.92 | Dollar Tree, Publix, Walgreens | ||||||||||||||||||||||||||||||||||||||
| The Shops at Old Orchard | West Bloomfield | MI | 51.5% | 1972/2013/2011 | 96,798 | 100.0 | % | 19.19 | Plum Market | ||||||||||||||||||||||||||||||||||||||
| Town & Country Crossing | Town & Country | MO | 51.5% | 2008/2011/2011 | 186,557 | 81.2 | % | 28.09 | HomeGoods, Whole Foods Market, (Target) | ||||||||||||||||||||||||||||||||||||||
| AGGREGATE PORTFOLIO TOTAL/AVERAGE | 11,900,949 | 92.8 | % | $ | 15.41 | ||||||||||||||||||||||||||||||||||||||||||
(1) Average base rent per leased SF is calculated based on annual minimum contractual base rent pursuant to the tenant lease, excluding percentage rent and recovery income from tenants and COVID-19 related abatements, and is net of tenant concessions. Percentage rent and recovery income from tenants is presented separately in our consolidated statements of operations and comprehensive income (loss) statement.
(2) Tenants in parenthesis represent non-company owned GLA.
(3) Space delivered to tenant.
26
Our leases for tenant space under 10,000 square feet generally have terms ranging from three to five years. Tenant leases greater than or equal to 10,000 square feet generally have lease terms of five years or longer, and are considered anchor leases. Many of the anchor leases provide tenants with the option of extending the lease term at expiration at contracted rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent. The majority of our leases provide for monthly payment of base rent in advance, reimbursement of the tenant’s allocable real estate taxes, insurance and common area maintenance expenses and reimbursement for utility costs if not directly metered.
The following table sets forth as of December 31, 2020 the breakdown of GLA between anchor and small shop tenants, of our wholly owned properties portfolio comprised of 44 properties and the pro-rata share of the five shopping centers owned through R2G (the “R2G Portfolio”):
| Type of Tenant | Annualized Base Rent | % of Total Annualized Base Rent | GLA | % of Total GLA | ||||||||||||||||||||||
Anchor (1) | $ | 93,794,600 | 57.7 | % | 8,142,416 | 70.7 | % | |||||||||||||||||||
Small Shop (2) | 68,681,052 | 42.3 | % | 3,381,748 | 29.3 | % | ||||||||||||||||||||
| Total | $ | 162,475,652 | 100.0 | % | 11,524,164 | 100.0 | % | |||||||||||||||||||
(1) Anchor tenant is defined as any tenant leasing 10,000 square feet or more.
(2) Small shop tenant is defined as any tenant leasing less than 10,000 square feet.
27
The following table provides, as of December 31, 2020, information regarding leases with the 25 largest retail tenants (in terms of annualized base rent) for our wholly owned properties portfolio and the pro-rata share of the R2G Portfolio:
| Tenant Name | Credit Rating S&P/Moody's (1) | Number of Leases | Number of Leases in the R2G Portfolio | GLA | % of Total Company Owned GLA | Total Annualized Base Rent | Annualized Base Rent / SF | % of Annualized Base Rent | ||||||||||||||||||||||||||||||||||||||||||
TJX Companies (2) | A/A2 | 23 | 1 | 709,770 | 6.2 | % | $ | 7,534,711 | $ | 10.62 | 4.6 | % | ||||||||||||||||||||||||||||||||||||||
Dick's Sporting Goods (3) | --/-- | 10 | 1 | 451,967 | 3.9 | % | 5,486,121 | 12.14 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Regal Cinemas | CCC/Caa2 | 4 | — | 219,160 | 1.9 | % | 4,968,395 | 22.67 | 3.1 | % | ||||||||||||||||||||||||||||||||||||||||
Bed Bath & Beyond (4) | B+/Ba3 | 14 | — | 418,062 | 3.6 | % | 4,836,011 | 11.57 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||||
| LA Fitness | CCC+/Caa3 | 6 | 1 | 233,419 | 2.0 | % | 4,458,844 | 19.10 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Michaels Stores | B/Ba3 | 9 | — | 217,456 | 1.9 | % | 2,916,904 | 13.41 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||||
| PetSmart | B-/B2 | 8 | — | 178,250 | 1.6 | % | 2,832,681 | 15.89 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||||
Ross Stores (5) | BBB+/A2 | 12 | — | 307,212 | 2.7 | % | 2,722,432 | 8.86 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||||
Gap, Inc. (6) | BB-/Ba2 | 13 | 1 | 155,336 | 1.4 | % | 2,682,821 | 17.27 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||||
| ULTA Salon | --/-- | 9 | — | 93,137 | 0.8 | % | 2,338,769 | 25.11 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||||
| DSW Designer Shoe Warehouse | --/-- | 6 | — | 119,656 | 1.0 | % | 2,309,145 | 19.30 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Burlington Coat Factory | BB/Ba2 | 4 | — | 213,945 | 1.9 | % | 2,191,486 | 10.24 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Best Buy | BBB/Baa1 | 4 | — | 134,129 | 1.2 | % | 2,089,147 | 15.58 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||||
| Dollar Tree | BBB/Baa2 | 19 | 1 | 191,356 | 1.7 | % | 2,012,120 | 10.52 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||||
| Whole Foods | A+/A2 | 3 | 1 | 92,198 | 0.8 | % | 1,872,358 | 20.31 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||||
| Jo-Ann Fabrics and Craft Stores | B-/Caa1 | 4 | — | 134,949 | 1.2 | % | 1,787,817 | 13.25 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Meijer | --/-- | 1 | — | 189,635 | 1.7 | % | 1,530,650 | 8.07 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Five Below | --/-- | 10 | 1 | 85,516 | 0.7 | % | 1,497,520 | 17.51 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||
Office Depot (7) | --/-- | 5 | — | 116,894 | 1.0 | % | 1,481,598 | 12.67 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Ashley Furniture HomeStore | --/-- | 4 | — | 147,778 | 1.3 | % | 1,463,243 | 9.90 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Pinstripes | --/-- | 1 | — | 32,414 | 0.3 | % | 1,365,926 | 42.14 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||
| At Home | B/-- | 2 | — | 177,946 | 1.5 | % | 1,362,504 | 7.66 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Nordstrom | BB+/Baa3 | 2 | — | 69,803 | 0.6 | % | 1,302,700 | 18.66 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||
| The Container Store | B/B2 | 2 | — | 45,011 | 0.4 | % | 1,251,857 | 27.81 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Chase Bank | A+/A2 | 6 | 2 | 27,950 | 0.2 | % | 1,247,992 | 44.65 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Total top 25 tenants | 181 | 9 | 4,762,949 | 41.5 | % | $ | 65,543,752 | $ | 13.76 | 40.3 | % | |||||||||||||||||||||||||||||||||||||||
(1)Source: Latest Company filings, as of December 31, 2020, per CreditRiskMonitor, Standard and Poors, and Moody's. Credit ratings relate to the parent or other affiliated entity that has obtained a rating and may not relate solely to the entities that are financially responsible for the lease.
(2)Marshalls (10) / TJ Maxx (8) / HomeGoods (4) / Sierra Trading Post (1)
(3)Dick's Sporting Goods (8) / Field & Stream (1) / Golf Galaxy (1)
(4)Bed Bath & Beyond (7) / Buy Buy Baby (5) / Cost Plus World Market (2)
(5)Ross Dress for Less (11) / DD's Discounts (1)
(6)Old Navy (7) / Gap (2) / Banana Republic (1) / Athleta (3)
(7)OfficeMax (3) / Office Depot (2)
28
Lease Expirations
The following tables set forth a schedule of lease expirations for our wholly owned portfolio and the pro-rata share of the R2G Portfolio, for each of the next ten years and thereafter, assuming that no renewal options are exercised:
ALL TENANTS
| Expiring Leases As of December 31, 2020 | ||||||||||||||||||||||||||||||||
| Year | Number of Leases | GLA | Average Annualized Base Rent | Total Annualized Base Rent (1) | % of Total Annualized Base Rent | |||||||||||||||||||||||||||
| (per square foot) | ||||||||||||||||||||||||||||||||
| 2021 | 146 | 835,458 | $ | 16.84 | $ | 14,065,008 | 8.7 | % | ||||||||||||||||||||||||
| 2022 | 172 | 1,057,876 | 17.63 | 18,647,677 | 11.5 | % | ||||||||||||||||||||||||||
| 2023 | 206 | 1,744,342 | 15.34 | 26,750,615 | 16.4 | % | ||||||||||||||||||||||||||
| 2024 | 139 | 1,193,310 | 14.56 | 17,370,474 | 10.7 | % | ||||||||||||||||||||||||||
| 2025 | 114 | 1,253,840 | 14.81 | 18,565,133 | 11.4 | % | ||||||||||||||||||||||||||
| 2026 | 96 | 1,480,217 | 13.24 | 19,596,856 | 12.1 | % | ||||||||||||||||||||||||||
| 2027 | 57 | 461,607 | 16.98 | 7,838,938 | 4.8 | % | ||||||||||||||||||||||||||
| 2028 | 79 | 751,175 | 16.97 | 12,751,006 | 7.8 | % | ||||||||||||||||||||||||||
| 2029 | 91 | 779,431 | 13.95 | 10,869,827 | 6.7 | % | ||||||||||||||||||||||||||
| 2030 | 47 | 405,342 | 17.11 | 6,933,741 | 4.3 | % | ||||||||||||||||||||||||||
| 2031+ | 36 | 424,411 | 15.68 | 6,655,052 | 4.1 | % | ||||||||||||||||||||||||||
| Tenants month to month | 33 | 154,159 | 15.77 | 2,431,325 | 1.5 | % | ||||||||||||||||||||||||||
| Sub-Total | 1,216 | 10,541,168 | $ | 15.41 | $ | 162,475,652 | 100.0 | % | ||||||||||||||||||||||||
Leased (2) | 30 | 155,100 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Vacant | 198 | 827,896 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Total | 1,444 | 11,524,164 | N/A | $ | 162,475,652 | 100.0 | % | |||||||||||||||||||||||||
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where rent has not yet commenced.
ANCHOR TENANTS (greater than or equal to 10,000 square feet)
| Expiring Anchor Leases As of December 31, 2020 | ||||||||||||||||||||||||||||||||
| Year | Number of Leases | GLA | Average Annualized Base Rent | Total Annualized Base Rent (1) | % of Total Annualized Base Rent | |||||||||||||||||||||||||||
| (per square foot) | ||||||||||||||||||||||||||||||||
| 2021 | 20 | 492,154 | $ | 13.41 | $ | 6,598,247 | 7.0 | % | ||||||||||||||||||||||||
| 2022 | 27 | 641,027 | 13.87 | 8,888,672 | 9.5 | % | ||||||||||||||||||||||||||
| 2023 | 40 | 1,292,399 | 11.79 | 15,239,012 | 16.3 | % | ||||||||||||||||||||||||||
| 2024 | 33 | 849,287 | 11.18 | 9,498,097 | 10.1 | % | ||||||||||||||||||||||||||
| 2025 | 34 | 1,000,701 | 12.72 | 12,731,461 | 13.6 | % | ||||||||||||||||||||||||||
| 2026 | 36 | 1,295,310 | 11.22 | 14,529,960 | 15.5 | % | ||||||||||||||||||||||||||
| 2027 | 15 | 318,640 | 13.52 | 4,308,048 | 4.6 | % | ||||||||||||||||||||||||||
| 2028 | 16 | 563,120 | 13.23 | 7,452,653 | 7.9 | % | ||||||||||||||||||||||||||
| 2029 | 17 | 580,507 | 10.28 | 5,964,987 | 6.4 | % | ||||||||||||||||||||||||||
| 2030 | 9 | 281,091 | 12.74 | 3,582,259 | 3.8 | % | ||||||||||||||||||||||||||
| 2031+ | 11 | 343,863 | 12.33 | 4,240,960 | 4.5 | % | ||||||||||||||||||||||||||
| Tenants month to month | 3 | 81,280 | 9.35 | 760,244 | 0.8 | % | ||||||||||||||||||||||||||
| Sub-Total | 261 | 7,739,379 | $ | 12.12 | $ | 93,794,600 | 100.0 | % | ||||||||||||||||||||||||
Leased (2) | 5 | 86,869 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Vacant | 17 | 316,168 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Total | 283 | 8,142,416 | N/A | $ | 93,794,600 | 100.0 | % | |||||||||||||||||||||||||
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where rent has not yet commenced.
29
SMALL SHOP TENANTS (less than 10,000 square feet)
| Expiring Small Shop Leases As of December 31, 2020 | ||||||||||||||||||||||||||||||||
| Year | Number of Leases | GLA | Average Annualized Base Rent | Total Annualized Base Rent (1) | % of Total Annualized Base Rent | |||||||||||||||||||||||||||
| (per square foot) | ||||||||||||||||||||||||||||||||
| 2021 | 126 | 343,304 | $ | 21.75 | $ | 7,466,761 | 10.9 | % | ||||||||||||||||||||||||
| 2022 | 145 | 416,849 | 23.41 | 9,759,005 | 14.2 | % | ||||||||||||||||||||||||||
| 2023 | 166 | 451,943 | 25.47 | 11,511,603 | 16.8 | % | ||||||||||||||||||||||||||
| 2024 | 106 | 344,023 | 22.88 | 7,872,377 | 11.5 | % | ||||||||||||||||||||||||||
| 2025 | 80 | 253,139 | 23.05 | 5,833,672 | 8.5 | % | ||||||||||||||||||||||||||
| 2026 | 60 | 184,907 | 27.40 | 5,066,896 | 7.4 | % | ||||||||||||||||||||||||||
| 2027 | 42 | 142,967 | 24.70 | 3,530,890 | 5.1 | % | ||||||||||||||||||||||||||
| 2028 | 63 | 188,055 | 28.17 | 5,298,353 | 7.7 | % | ||||||||||||||||||||||||||
| 2029 | 74 | 198,924 | 24.66 | 4,904,840 | 7.1 | % | ||||||||||||||||||||||||||
| 2030 | 38 | 124,251 | 26.97 | 3,351,482 | 4.9 | % | ||||||||||||||||||||||||||
| 2031+ | 25 | 80,548 | 29.97 | 2,414,092 | 3.5 | % | ||||||||||||||||||||||||||
| Tenants month to month | 30 | 72,879 | 22.93 | 1,671,081 | 2.4 | % | ||||||||||||||||||||||||||
| Sub-Total | 955 | 2,801,789 | $ | 24.51 | $ | 68,681,052 | 100.0 | % | ||||||||||||||||||||||||
Leased (2) | 25 | 68,231 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Vacant | 181 | 511,728 | N/A | N/A | N/A | |||||||||||||||||||||||||||
| Total | 1,161 | 3,381,748 | N/A | $ | 68,681,052 | 100.0 | % | |||||||||||||||||||||||||
(1) Annualized Base Rent is based upon rents currently in place.
(2) Includes signed leases where rent has not yet commenced.
Land Available for Development
At December 31, 2020, our three largest development sites, Parkway Shops, Lakeland Park Center and Hartland Towne Square, had environmental phase one assessments completed. It is our policy to start construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate. At December 31, 2020, we had received entitlements at our Parkway Shops site. We continue to evaluate the best use for land available for development, portions of which are adjacent to our existing shopping centers.
Our development and construction activities are subject to risks and uncertainties including, among others, our inability to obtain the necessary governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development, or our change in plan or scope for the development. If any of these events occur, we may record an impairment provision. See Item 1A. Risk Factors, for further information regarding our risk factors.
The Company evaluates these assets each reporting period and records an impairment charge equal to the difference between the current carrying value and fair value, when the fair value is determined to be less than the asset's carrying value. During 2020, we recorded a $0.6 million impairment charge on a land parcel that was ultimately sold. We also recorded an impairment provision of $0.2 million in 2018 related to developable land that we decided to market for sale, which was ultimately sold. Refer to Note 1 of the notes to the consolidated financial statements in this report for further information related to impairment provisions.
Insurance
Our tenants are generally responsible under their leases for providing adequate insurance on the spaces they lease. In addition, we believe our properties are adequately covered by commercial general liability, fire, flood, terrorism, environmental, and where necessary, hurricane and windstorm insurance coverages, which are all provided by reputable companies, with commercially reasonable exclusions, deductibles and limits.
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Item 3. Legal Proceedings
From time to time, we are involved in certain litigation arising in the ordinary course of business. We do not believe that any of this litigation will have a material effect on our consolidated financial statements. There are no material pending governmental proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common shares are currently listed and traded on the NYSE under the symbol “RPT”. On February 12, 2021, the closing price of our common shares on the NYSE was $10.59.
Sale of Unregistered Securities
There were no unregistered sales of equity securities during the quarter ended December 31, 2020.
Issuer Purchases of Equity Securities
Common share repurchases during the quarterly period ended December 31, 2020 were as follows:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| October 1, 2020 to October 31, 2020 | — | $ | — | — | — | |||||||||||||||||||||
| November 1, 2020 to November 30, 2020 | — | — | — | — | ||||||||||||||||||||||
| December 1, 2020 to December 31, 2020 | 205 | 8.67 | — | — | ||||||||||||||||||||||
| Total | 205 | $ | 8.67 | — | — | |||||||||||||||||||||
During the quarterly period ended December 31, 2020, we withheld 205 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted share awards. The value of the common shares withheld was based on the closing price of our common shares on the applicable vesting date.
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Shareholder Return Performance Graph
The following line graph sets forth the cumulative total return on a $100 investment (assuming the reinvestment of dividends) in each of our common shares, the NAREIT Equity Index and the S&P 500 Index for the period December 31, 2015 through December 31, 2020. The stock price performance shown is not necessarily indicative of future price performance. The data shown is based on the share prices or index values, as applicable, at the end of each month shown.
Holders
The number of holders of record of our common shares was 1,011 at February 12, 2021. A substantially greater number of holders are beneficial owners whose shares of record are held by banks, brokers and other financial institutions.
Dividends
Under the Code, a REIT must meet requirements, including a requirement that it distribute to its shareholders at least 90% of its REIT taxable income annually, excluding net capital gain. Distributions paid by us are at the discretion of our Board and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, the annual distribution requirements under REIT provisions of the Code, and such other factors as the Board deems relevant. We do not believe that the preferential rights available to the holders of our preferred shares or the financial covenants contained in our debt agreements had or will have an adverse effect on our ability to pay dividends in the normal course of business to our common shareholders or to distribute amounts necessary to maintain our qualification as a REIT. See “Dividends and Equity” under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this report.
For information on our equity compensation plans as of December 31, 2020, refer to Item 12 of Part III of this report and Note 15 of the notes to the consolidated financial statements included in this report for further information regarding our share-based compensation and other benefit plans.
Item 6. Reserved
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements, the notes thereto, and the comparative summary of selected financial data included in this report.
Overview
RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. The Company's shopping centers offer diverse, locally-curated consumer experiences that reflect the lifestyles of their surrounding communities and meet the modern expectations of the Company's retail partners. As of December 31, 2020, our property portfolio consisted of 49 shopping centers (including five shopping centers owned through R2G) representing 11.9 million square feet of GLA. As of December 31, 2020, the Company's pro-rata share of the aggregate portfolio was 92.8% leased.
Our goal is to be a dominant shopping center owner, with a focus on the following:
•Own and manage high quality open-air shopping centers predominantly concentrated in the top U.S. metropolitan statistical areas (“MSA”);
•Curate our real estate to maximize its value while being aligned with the future of the shopping center industry by leveraging technology, optimizing distribution points for brick-and-mortar and e-commerce purchases, engaging in best-in-class sustainability programs and developing a personalized appeal to attract and engage the next generation of shoppers;
•Increase the value of our properties and create long-term value and growth for our shareholders;
•Cultivate value creation redevelopment and expansion pipeline;
•Maximize balance sheet liquidity and flexibility;
•Maximize revenue by leasing to a strong and diverse tenant mix at increased rent, when possible; and
•Attract, retain and promote motivated high performing employees.
Key methods to achieve our strategy:
•Deliver above average relative shareholder return and generate outsized consistent and sustainable Same Property Net Operating Income (“Same Property NOI”) and Operating Funds from Operations (“Operating FFO”) per share growth;
•Evaluate select redevelopment projects with significant pre-leasing for which we expect to achieve attractive returns on investment;
•Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease, redevelop and acquire assets in our core and target markets;
•Achieve lower leverage while maintaining low variable interest rate risk;
•Maintain strong tenant and retailer relationships to minimize tenant turnover to attract diverse tenancy; and
•Retain access to diverse sources of capital, maintain liquidity through borrowing capacity under our unsecured line of credit and minimize the amount of debt maturities in a single year.
The following highlights the Company's significant transactions, events and results that occurred during the year ended December 31, 2020, which reflect the impact of our business as a result of the COVID-19 pandemic:
Financial Results:
•Net (loss) income available to common shareholders was $(16.9) million, or $(0.21) per diluted share, for the year ended December 31, 2020, as compared to $84.8 million, or $1.04 per diluted share, for the same period in 2019.
•FFO was $66.5 million, or $0.81 per diluted share, for the year ended December 31, 2020, as compared to $88.0 million, or $1.00 per diluted share, for the same period in 2019.
•Operating FFO was $64.2 million, or $0.78 per diluted share, for the year ended December 31, 2020, as compared to $90.9 million, or $1.04 per diluted share, for the same period in 2019.
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•Same property net operating income decreased (7.5)% for the year ended December 31, 2020, as compared to the same period in 2019.
•Executed 149 new leases and renewals, totaling approximately 1.1 million square feet in the aggregate portfolio.
•As of December 31, 2020, the Company's aggregate portfolio leased rate was 92.8%, as compared to 94.7% at December 31, 2019.
•We had no acquisitions during the year ended December 31, 2020.
Disposition Activity (See Note 4 and Note 5 of the notes to consolidated financial statements in this report):
•Disposed of two land parcels for aggregate gross proceeds of $1.4 million. These transactions resulted in an aggregate gain on sale of real estate of $0.3 million and an aggregate impairment provision of $0.6 million.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies require our most subjective judgment and use of estimates in the preparation of our consolidated financial statements.
Revenue Recognition and Accounts Receivable
Most of our leases contain non-contingent rent escalations for which we recognize income on a straight-line basis over the non-cancelable lease term. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the “Other Assets” line item in our consolidated balance sheets. We review our unbilled straight-line rent receivable balance to determine the future collectability of revenue that will not be billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factor