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Item 7. Management’s Discussion and Analysis

2021-03-12 compared with 2020-03-12 · 529 added, 270 removed, 252 unchanged (76% of the section changed)

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See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I.

We are an internally-managed real estate investment trust (“REIT”) and one of the nation’s largest owners and operators of grocery-anchored shopping centers.

The majority of our revenues are lease revenues derived from our real estate investments.

Additionally, we operate an investment management business providing property management and advisory services to approximately $585 million of third-party assets.

This business provides comprehensive real estate and asset management services to three institutional joint ventures, in which we retain an ownership interest, and one private fund (collectively, the “Managed Funds”).

On October 31, 2019, we completed a merger with Phillips Edison Grocery Center REIT III, Inc.

(“REIT III”), a public non-traded REIT that was advised and managed by us, in a transaction valued at approximately $71 million.

This resulted in the acquisition of three properties, as well as a 10% equity interest in Grocery Retail Partners II LLC (“GRP II”), a joint venture with Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) owning three properties;

see Note 6 for more detail.

Key Performance Indicators and Defined Terms

We use certain key performance indicators (“KPIs”), which include both financial and nonfinancial metrics, to measure the performance of our operations.

We believe these KPIs, as well as the core concepts and terms defined below, allow our Board, management, and investors to analyze trends around our business strategy, financial condition, and results of operations in a manner that is focused on items unique to the real estate industry.

We do not consider our non-GAAP measures included as KPIs to be alternatives to measures required in accordance with GAAP.

Certain non-GAAP measures should not be viewed as an alternative measure of our financial performance as they may not reflect the operations of our entire portfolio, and they may not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.

Additionally, certain non-GAAP measures should not be considered as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions, and may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business in the manner currently contemplated.

Accordingly, non-GAAP measures should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP.

Other REITs may use different methodologies for calculating similar non-GAAP measures, and accordingly, our non-GAAP measures may not be comparable to other REITs.

Our KPIs and terminology can be grouped into three key areas:

Portfolio —Portfolio metrics help management to gauge the health of our centers overall and individually.

• Anchor space—We define an anchor space as a space greater than or equal to 10,000 square feet of gross leasable area (“GLA”).

• Annualized Base Rent (“ABR”)—We use ABR to refer to the monthly contractual rent as of December 31, 2020, multiplied by twelve months.

• ABR per Square Foot (“PSF”)—This metric is calculated by dividing ABR by leased GLA.

Increases in ABR PSF can be an indication of our ability to create rental rate growth in our centers, as well as an indication of demand for our spaces, which generally provides us with greater leverage during lease negotiations.

• Inline space—We define an inline space as a space containing less than 10,000 square feet of GLA.

• GLA—We use GLA to refer to the total occupied and unoccupied square footage of a building that is available for tenants (whom we refer to as a “Neighbor” or our “Neighbors”) to lease.

• Leased Occupancy—This metric is calculated as the percentage of total GLA for which a lease has been signed regardless of whether the Neighbor has taken possession.

High occupancy is an indicator of demand for our spaces, which generally provides us with greater leverage during lease negotiations.

Leasing —Leasing is a key driver of growth for our company.

• Comparable lease—We use this term to refer to a lease that is executed for the exact same space (location and square feet) in which a Neighbor was previously located 365 days from the earlier of legal possession or the day the prior Neighbor physically vacated the space.

• Comparable rent spread—This metric is calculated as being the percentage increase or decrease in first-year ABR (excluding any free rent or escalations) on new or renewal leases (excluding options) as compared to the rent on an expiring lease with the same lease terms and for the same unit, if such unit was occupied within the past twelve months.

This metric provides an indication of our ability to generate revenue growth through leasing activity.

• Cost of executing new leases—We use this term to refer to certain costs associated with new leasing, namely, leasing commissions, tenant improvement costs, landlord work, and tenant concessions.

The costs associated with landlord work are excluded for repositioning and redevelopment projects, if any.

• Portfolio retention rate—This metric is calculated by dividing (a) total square feet of retained Neighbors with current period lease expirations by (b) the square feet of leases expiring during the period.

The portfolio retention rate provides insight into our ability to retain Neighbors at our shopping centers as their leases approach expiration.

Generally, the costs to retain an existing Neighbor are lower than costs to replace with a new neighbor.

• Recovery rate—This metric is calculated by dividing (a) total recovery income by (b) total recoverable expenses during the period.

A high recovery rate is an indicator of our ability to recover certain property operating expenses and capital costs from our Neighbors.

Financial Performance —In addition to financial metrics calculated in accordance with GAAP, such as net income or cash flows from operations, we utilize non-GAAP metrics to measure our operational and financial performance.

See the section within this Item 7 titled Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures for further discussion on the following metrics.

• Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“Adjusted EBITDA re ”)—To arrive at Adjusted EBITDA re , we adjust EBITDA re , as defined below, to exclude certain recurring and non-recurring items including, but not limited to:

(i) changes in the fair value of the earn-out liability;

(ii) other impairment charges;

(iii) amortization of basis differences in our investments in our unconsolidated joint ventures;

and (iv) transaction and acquisition expenses.

We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure and evaluate debt leverage and fixed cost coverage.

• Core FFO—To arrive at Core FFO, we adjust FFO attributable to stockholders and convertible noncontrolling interests, as defined below, to exclude certain recurring and non-recurring items including, but not limited to:

(i) depreciation and amortization of corporate assets;

(ii) changes in the fair value of the earn-out liability;

(iii) amortization of unconsolidated joint venture basis differences;

(iv) gains or losses on the extinguishment or modification of debt, (v) other impairment charges;

and (vi) transaction and acquisition expenses.

We believe FFO provides insight into our operating performance as it excludes certain items that are not indicative of such performance.

Core FFO provides further insight into the sustainability of our operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss).

• EBITDA re —The National Association of Real Estate Investment Trusts (“Nareit”) defines EBITDA re as net income (loss) computed in accordance with GAAP before:

(i) interest expense;

(ii) income tax expense;

(iii) depreciation and amortization;

(iv) gains or losses from disposition of depreciable property;

and (v) impairment write-downs of depreciable property.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA re on the same basis.

• FFO—Nareit defines FFO as net income (loss) computed in accordance with GAAP, excluding:

(i) gains (or losses) from sales of property and gains (or losses) from change in control;

(ii) depreciation and amortization;

(iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures;

and (iv) adjustments for unconsolidated partnerships and joint ventures, calculated to reflect FFO on the same basis.

• Net Debt to Adjusted EBITDA re —This ratio is calculated by dividing net debt by Adjusted EBITDA re (included on an annualized basis within the calculation).

It provides insight into our leverage rate based on earnings and is not impacted by fluctuations in our equity price.

• Net Debt to Total Enterprise Value—This ratio is calculated by dividing net debt by total enterprise value.

It provides insight into our capital structure and usage of debt.

• NOI—We calculate NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes.

NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss).

• Same-Center—We use this term to refer to a property, or portfolio of properties, that have been owned and operational for the entirety of each reporting period (i.e., since January 1, 2019).

We are an internally-managed REIT and one of the nation’s largest owners and operators of grocery-anchored shopping centers.

The majority of our revenue is lease revenue derived from our real estate investments.

Additionally, we operate an investment management business providing property management and advisory services to over $515 million of third-party assets.

This business provides comprehensive real estate and asset management services to two institutional joint ventures, in which we retain an ownership interest, and one private fund (collectively, the “Managed Funds”).

On October 1, 2020, Grocery Retail Partners I LLC (“GRP I”), a joint venture with Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) in which we own an equity interest, acquired Grocery Retail Partners II LLC (“GRP II”), an additional joint venture with Northwestern Mutual in which we owned an equity interest.

Our ownership in the combined entity was adjusted upon consummation of the transaction, and we own approximately a 14% interest in GRP I as a result of the acquisition.

Below are statistical highlights of our wholly-owned portfolio:

December 31, 2019

December 31, 2020 December 31, 2019

Number of properties 283 287

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Total square feet (in thousands) 31,709 32,130

Leased occupancy %

Leased % of rentable square feet:

Total portfolio spaces 94.7 % 95.4 %

Anchor spaces 97.6 % 98.0 %

Inline spaces 88.9 % 90.2 %

Average remaining lease term (in years) (1)

% ABR from grocery-anchored properties 97.3 % 97.0 %

(1) The average remaining lease term in years excludes future options to extend the term of the lease.

The year ended December 31, 2019 was the first full year of operations since the merger with Phillips Edison Grocery Center REIT II, Inc.

(the “Merger”) in 2018.

The Merger added 86 primarily grocery-anchored shopping centers to our portfolio and contributed favorably to the following Company performance highlights during 2019:

Total revenues increased 24.7% to $536.7 million .

Pro forma Same-Center NOI increased 3.7% to $339.6 million .

FFO increased 38.9% to $217.0 million .

Core FFO increased 31.1% to $230.9 million .

See below in this Item for reconciliations of our non-GAAP measures to Net (Loss) Income .

Our performance for the year is linked to our key initiatives:

COVID-19 Strategy —During the first quarter of 2020, the COVID-19 pandemic began spreading globally, with the outbreak being classified as a pandemic by the World Health Organization on March 11, 2020.

As a result of the pandemic, many state governments issued “stay-at-home” mandates that generally limited travel and movement of the general public to essential activities only and required all non-essential businesses to close.

In response to the pandemic, we implemented the following initiatives:

• We suspended stockholder distributions after the March 2020 distribution, and resumed distributions beginning with the December 2020 distribution paid in January 2021 (see Note 13 for more detail);

• We suspended the SRP for DDI, which was reinstated in January 2021;

• Our Compensation Committee approved temporary reductions to compensation which remained in place through December 2020, including:

a 25% reduction to the base salary of our chief executive officer;

a 10% reduction to the base salaries of our president, chief operating officer, chief financial officer, and general counsel;

and a 10% reduction to board members’ base compensation for the 2020-2021 term;

• We have implemented expense reductions at the property and corporate levels which remained in place through December 2020, including reductions to our workforce and travel costs;

• Our capital investments were prioritized to support the reopening of our Neighbors and new leasing activity, or deferred if possible.

In May 2020, many state governments began lifting, in whole or in part, the “stay-at-home” mandates, effectively removing or lessening the limitations on travel and allowing many businesses to reopen in full or limited capacity.

The impact these measures and the resulting consumer behavior are having on our portfolio has evolved since May 2020, and we expect it to continue to do so.

Our management team has determined the following are key indicators of recovery for our portfolio and is executing a strategy to guide our Neighbors through these phases (all statistics are approximate and include the prorated portion attributable to properties owned through our joint ventures):

• Assisting Neighbors in Reopening —Our wholly-owned properties and those owned through our joint ventures contained approximately 5,500 occupied Neighbor spaces as of March 8, 2021.

At the peak of the pandemic-related closure activity in April 2020, temporary closures reached 37% of all Neighbor spaces, totaling 27% of our ABR and 22% of our GLA.

As of March 8, 2021, 98% of our occupied Neighbor spaces, totaling 99% of our ABR and GLA, are open for business.

Neighbors who remain temporarily closed generally retain this status as a result of government mandates, either through direct orders which prohibit reopening or because they have determined that operating restrictions as a result of such mandates make reopening unprofitable.

In order to facilitate communication with our Neighbors, we launched PECO Connect TM , a webpage designed to provide resources, information, and tools to assist our Neighbors in reopening as states lifted “stay-at-home” requirements and other restrictions.

• Returning to Monthly Payments —We continue to work with our Neighbors to resume normal monthly rent payments.

Our efforts have included raising awareness of the benefits available through the Coronavirus Aid, Relief, and Economic Security Act, including the Paycheck Protection Program and Health Care Enhancement Act (collectively, the “CARES Act”) and other small business programs.

As our Neighbors have reopened, we have seen our collections continue to improve from the second quarter.

The following table summarizes our collections by quarter, as they were originally reported as well as updated for payments received subsequent to the month billed:

Originally Reported Current (1)

Q4 2020 N/A 95 %

(1) Including collections received through March 8, 2021.

(2) As reported in our Current Report on Form 8-K filed with the SEC on August 12, 2020.

(3) As reported in our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020.

Further, as of March 8, 2021, our collections for January and February 2021 were approximately 94% in total.

Additionally, 57% of our Neighbors are paying their rent in full as of March 8, 2021.

• Recovering Missed Rent Charges —We believe substantially all Neighbors, including those that were required to temporarily close under governmental mandates, are contractually obligated to continue with their rent payments as documented in our lease agreements with them.

Since April 2020, a portion of our Neighbors have missed making certain rent payments charged, and we are working with our Neighbors to collect such charges.

We believe that it is best to begin negotiation of relief only once a Neighbor has reopened, and we have continued to see payments made toward rent and recovery charges owed.

We have granted relief in the form of payment plans, and we may grant rent abatements or forgiveness to certain Neighbors based on an evaluation of characteristics such as their merchandising profile, role in the shopping center, and overall assessment of future financial health.

For active Neighbors as of March 8, 2021, these payment plans and rent abatements represented approximately 2% and 1% of portfolio ABR, respectively.

As of March 8, 2021, approximately 87% of payments are scheduled to be received through December 31, 2021 for all executed payment plans.

The weighted-average remaining term over which we expect to receive payment on executed payment plans is approximately twelve months.

As of March 8, 2021, 70% of our Neighbors with executed payment plans are current or have fully paid on their rent obligations.

COVID-19 Operational Update —While our management team has guided many of our Neighbors through the phases of reopening and resuming monthly payments, the COVID-19 pandemic has impacted our financial position and results from operations primarily as a result of reduced revenue, most notably from Neighbors that have been determined to be a credit risk, and from lower rent collections.

During the COVID-19 pandemic, we have been closely monitoring the status of our Neighbors to identify those who potentially pose a credit risk in order to appropriately account for the impact to revenue and in order to quickly take action when a Neighbor was ultimately unable to remain in a space.

The current economic environment has increased the uncertainty of collecting rents from a number of our Neighbors.

For Neighbors with a higher degree of uncertainty, we may not record revenue for amounts billed until the cash is received.

Based on our analysis, no individual Neighbor category was deemed to be entirely non-creditworthy as of December 31, 2020;

however, we continue to evaluate each Neighbor’s creditworthiness on an individual basis.

For the year ended December 31, 2020, inclusive of the prorated portion attributable to properties owned through our joint ventures, we had $28.5 million in monthly revenue that will not be recognized until cash is collected or the Neighbor resumes payment and is considered creditworthy.

As of December 31, 2020, our Neighbors deemed to be non-creditworthy represented approximately 12.8% of our total active Neighbors.

Additionally, certain of our Neighbors have entered into bankruptcy proceedings.

While some of these cases have already been resolved, with the assumption or rejection of the lease already reflected in our results, other claims have yet to be resolved, and as such, the potential fallout is not yet reflected in our occupancy rate or ABR metrics.

Neighbors in bankruptcy who continue to occupy space in our shopping centers represent an exposure of less than 1% of our total portfolio ABR as of December 31, 2020.

We have included our assessment of the impact of these bankruptcies in our estimate of rent collectibility, which impacted recorded revenue, as noted previously.

We are in negotiations with additional Neighbors, which we believe will lead to more Neighbors repaying their past due charges.

We will continue to work with Neighbors on establishing plans to repay past due amounts, and will monitor the impact of such payment plans on our results of operations in future quarters.

We cannot guarantee that we will ultimately be able to collect past due amounts.

For our entire portfolio, inclusive of our prorated share of properties owned through joint ventures, 56% of missed monthly charges in 2020 have been collected subsequent to the month billed and 9% have been waived, as of March 8, 2021.

Distributions and Equity Activity —On November 4, 2020, our Board reinstated monthly stockholder distributions beginning December 2020 to stockholders of record as of December 31, 2020, which was paid on January 12, 2021.

Distributions were paid for January and February 2021.

Additionally, our Board has approved distributions of $0.02833333 per share for March 2021.

Additionally, we executed the Tender Offer for 13.5 million shares of common stock at a price of $5.75 per share which resulted in a total value of $77.6 million.

This included the issuance of 2.8 million common shares in redemption of 2.8 million OP units converted at the time of repurchase.

This price was lower than the EVPS of $8.75, reflecting the Board’s acknowledgment that the share prices of our publicly-traded peers in the shopping center REIT sector had declined significantly below their respective estimated net asset values, primarily as a result of the ongoing market uncertainty caused by the COVID-19 pandemic.

Accordingly, the Board believed that if our shares were listed on a national securities exchange, the price of our shares of common stock might similarly trade at a discount to our EVPS.

On January 8, 2021, the Board adopted the Fourth Amended SRP.

Under the Fourth Amended SRP, share repurchases for DDI have been reinstated at $5.75 per share, and as of March 1, 2021, we have repurchased 0.1 million shares for a total value of $0.4 million (see Note 13 for more detail).

The SRP with respect to standard repurchases remains suspended.

The previously announced one-for-four reverse stock split has been delayed subject to market conditions.

Financial Highlights —Investing in grocery-anchored real estate is a core part of our business strategy, and as of December 31, 2020, 97.3% of our ABR was derived from grocery-anchored shopping centers.

As of December 31, 2020, total occupancy only declined 0.7% to 94.7%, and inline occupancy decreased 1.3% to 88.9% when compared to December 31, 2019.

We believe that our investment focus on grocery-anchored shopping centers that provide daily necessities, coupled with the execution of our capital recycling program in recent years, left our portfolio well-positioned to weather the economic downturn in 2020 resulting from the COVID-19 pandemic.

In turn, this allowed us to mitigate the negative impact on our financial results.

Despite the impact of COVID-19, financial performance highlights during 2020 are as follows:

• Net income of $5.5 million as compared to a net loss of $72.8 million a year ago, largely owing to lower impairments in 2020 due to the successful execution of our capital recycling program in recent years.

• Core FFO decreased by $10.5 million to $220.4 million, and declined by $0.04 to $0.66 per diluted share.

• Same-Center NOI decreased 4.1% to $328.0 million.

• Our Board reinstated monthly stockholder distributions beginning December 2020.

• Completed the Tender Offer which resulted in the repurchase of 13.5 million shares of common stock.

• Net debt to Adjusted EBITDA re - annualized was 7.3x as compared to 7.2x during the same period a year ago.

Executing on our Strategy —Our performance for the year is linked to our key initiatives:

focus on core operations, strategic growth and portfolio management, and responsible balance sheet management.

We believe these initiatives will improve our position for a full-cycle liquidity event.

Focus on Core Operations —During 2019 , our leasing focus was to accelerate inline occupancy at our centers, with a focus on our dormant spaces, while maximizing contractual rent increases to drive revenue growth at each of our existing centers.

Our wholly-owned property leasing highlights comparing the year ended December 31, 2019 to the year ended December 31, 2018 were as follows:

Total occupancy improved 2.2% to 95.4% , and in-line occupancy improved 5.3% to 90.2% .

Total Annualized Base Rent (“ABR”) per leased square foot increased 4.9% to $12.58 and in-line ABR per leased square foot increased 4.7% to $19.94 .

We executed a record 1,026 leases (new, renewal, and options) totaling 4.6 million square feet with comparable new lease spreads of 13.3% and comparable renewal spreads of 8.5% .

Strategic Growth and Portfolio Management —Our current development and redevelopment projects are focused on outparcel development, anchor repositioning, and other initiatives to increase growth and NOI at our existing centers, while our investment management business is identifying opportunities for joint ventures with third parties, both of which will create additional revenue opportunities.

Focus on Core Operations —The COVID-19 pandemic had a significant impact on our operational focus during 2020 which required our operations team to make a shift towards the recovery of our portfolio, including assisting our Neighbors in reopening and returning to monthly rent payments.

Our leasing activity slowed compared to 2019, which was a record-setting leasing year for us.

Despite this decline, our diversity of Neighbors and concentration of necessity-based and internet-resistant retail has allowed us to maintain our high level of occupancy in 2020 as compared to 2019.

Our wholly-owned property leasing highlights are as follows:

• As of March 8, 2021, 98% of our occupied Neighbor spaces, totaling 99% of our ABR and GLA, are open for business.

• As of March 8, 2021, we have collected 94% of our rent and recovery billings originally charged from April to December 2020, with 56% of the missed charges being collected subsequent to the month in which they were billed.

• We executed 861 leases (new, renewal, and options) totaling 4.7 million square feet during the year ended December 31, 2020, which was a decline from a record 1,026 leases totaling 4.6 million square feet executed during the year ended December 31, 2019.

Demand for our well-located grocery-anchored retail space increased during the third and fourth quarters in 2020, approaching the 2019 leasing levels.

• Total ABR per leased square foot for new leases executed improved 8.0% to $16.14 and inline ABR per leased square foot for new leases executed improved 5.7% to $18.11 during the year ended December 31, 2020.

Strategic Growth and Portfolio Management —Our current development and redevelopment projects focus on outparcel development, anchor repositioning, and other initiatives to increase growth and NOI at our centers, while our investment management business is identifying opportunities for joint ventures with third parties, both of which will create additional revenue opportunities.

As a result of the COVID-19 pandemic, our capital investments during 2020 were prioritized to support the reopening of our Neighbors and new leasing activity, or deferred if possible.

Expansion of our investment management business has been delayed and disrupted as investors were cautious of new retail investments during a pandemic.

Highlights of our development and redevelopment projects, as well as our investment management business as of and for the year ended December 31, 2020 are as follows:

• As of and for the year ended December 31, 2020, we had 35 development and redevelopment projects completed or in process, which we estimate will comprise a total investment of $87.0 million.

Recognized $4.9 million in fee and management income from Grocery Retail Partners I LLC (“GRP I” or the “GRP I joint venture”) and GRP II, our seeded joint ventures created in November 2018, for the year ended December 31,

Additionally, we recognized $2.8 million in fee and management income from Necessity Retail Partners (“NRP”) for the year ended December 31, 2019 .

Responsible Balance Sheet Management —Our management team is identifying mature properties where our growth potential has been maximized and properties at risk of future deterioration, and we are engaging in targeted dispositions of those properties.

Proceeds from these dispositions were used to reinvest into acquisitions, for development and redevelopment projects, and to repay outstanding debt.

Realized $223.1 million of cash proceeds from the sale of 21 properties and one outparcel.

Improved our debt to total enterprise value ratio to 39.5% as of December 31, 2019 from 41.1% as of December 31, 2018 (see Liquidity and Capital Resources - Debt below for the calculation of debt to total enterprise value ratio).

Repriced $375 million of our outstanding debt, reducing the spread over LIBOR by 50 basis points, which will save approximately $1.9 million in interest expense annually.

Refinanced existing debt by executing a $200 million fixed-rate secured loan maturing in January 2030.

The proceeds from this loan, along with proceeds from property dispositions, were used to pay down $265.9 million of term loan debt maturing in 2020 and 2021 .

An additional $30.0 million of term loan debt was paid off in January 2020.

Following this activity, our next term loan maturity is in 2022 .

As a result of our financing and repricing activities, we have reduced our cost of debt and increased our weighted average maturity term.

Our debt maturity profile as of December 31, 2019 , which does not include the impact of the term loan debt paid off in January 2020, is as follows (including the impact of derivatives on weighted-average interest rates):

Leasing Activity —The average rent per square foot and cost of executing leases fluctuates based on the tenant mix, size of the leased space, and lease term.

Leases with national and regional tenants generally require a higher cost per square foot than those with local tenants.

However, generally such national and regional tenants will also pay higher rates for a longer term.

Below is a summary of leasing activity for the years ended December 31, 2019 and 2018 :

• Created an additional $2.9 million of ABR in 2020 as a result of development and redevelopment projects completed in 2019.

• Recognized $5.7 million in fee and management income from GRP I and GRP II (prior to its acquisition by GRP I) and $1.6 million from NRP for the year ended December 31, 2020.

Responsible Balance Sheet Management —Our management team has executed strategies to create funds that will be used to reinvest into acquisitions, for development and redevelopment projects, and to repay outstanding debt.

This includes identifying mature properties where our growth potential has been maximized and properties at risk of future deterioration, and we are engaging in targeted dispositions of those properties.

Additionally, we have reinstated our distributions at a lower rate as compared to previous years to preserve and retain cash flow.

Due to the impact of COVID-19, our disposition activity was lower than anticipated during 2020 as the transaction market was sparse as a result of the COVID-19 pandemic.

Our balance sheet management highlights as of and for the year ended December 31, 2020 are as follows:

• We realized $57.9 million of cash proceeds from the sale of seven properties and one outparcel.

• Our management team borrowed $200 million on our revolving line of credit in April 2020 to maximize our financial flexibility amid uncertainty related to the impact of the COVID-19 pandemic.

We were able to repay the full amount of this borrowing in June 2020, and did not borrow on our revolving line of credit for the remainder of 2020.

• We utilized cash accumulated throughout the year to repurchase 13.5 million shares under the Tender Offer, benefiting shareholders seeking liquidity while providing value accretion to our existing shareholders.

• Our ratio of debt to Adjusted EBITDA re was 7.3x as of December 31, 2020, as compared to 7.2x as of December 31, 2019 (see “Liquidity and Capital Resources - Debt” below for a discussion and calculation).

• We paid down $30.0 million in term loan debt maturing in 2021 as well as executed early repayments of $24.5 million in mortgage debt, reducing our net outstanding debt obligations by 2.6% from a year ago.

• Following our activity this year, our debt maturity profile as of December 31, 2020 is as follows (including the impact of derivatives on weighted-average interest rates):

Leasing Activity —Our decline in leasing activity as compared to 2019, a record leasing year, was primarily a result of the COVID-19 pandemic.

While we saw leasing activity slow in the second quarter of 2020, it has since recovered to activity levels comparable to those in prior periods.

The average rent per square foot and cost of executing leases fluctuates based on the Neighbor mix, size of the leased space, and lease term.

Leases with national and regional Neighbors generally require a higher cost per square foot to execute than those with local Neighbors.

However, generally such national and regional Neighbors will also pay higher rates for a longer term.

Below is a summary of leasing activity for our wholly-owned properties for the years ended December 31, 2020 and 2019:

Total Deals (1)

Inline Deals (1)

2020 2019 2020 2019

Number of leases 383 429 363 411

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Square footage (in thousands) 3,420 3,171 986 1,186

First-year base rental revenue (in thousands)

ABR (in thousands) $ 41,290 $ 38,969 $ 20,976 $ 24,675

ABR per square foot $ 12.07 $ 12.29 $ 21.27 $ 20.80

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(1) Per square foot amounts may not recalculate exactly based on other amounts presented within the table due to rounding.

We consider an inline deal to be a lease for less than 10,000 square feet of gross leasable area.

Leasing activity in 2018 only reflects activity for the REIT II properties from the date they were acquired, November 16, 2018 .

The cost of executing new leases, renewals, and options includes leasing commissions, tenant improvement costs, landlord work, and tenant concessions.

The costs associated with landlord work are excluded for repositioning and redevelopment projects, if any.

A comparable lease is a lease that is executed for the exact same space (location and square feet) in which a tenant was previously located.

For a lease to be considered comparable, it must have been executed within 365 days from the earlier of legal possession or the day the prior tenant physically vacated the space.

The comparable rent spread compares the percentage increase (or decrease) of new or renewal leases (excluding options) to the expiring lease of a unit that was occupied within the past twelve months.

The portfolio retention rate is calculated by dividing (a) total square feet of retained tenants with current period lease expirations by (b) the square feet of leases expiring during the period.

Results of Operations

Due to the timing of the closing of the Merger with REIT II, there is no financial data included related to the acquired properties in our results of operations prior to its closing on November 16, 2018 .

The variances to 2018 are primarily related to the Merger unless otherwise stated.

Effective January 1, 2019, we adopted ASU 2016-02, Leases .

This standard was adopted in conjunction with the related updates, ASU 2018-01, Leases (Topic 842):

Land Easement Practical Expedient for Transition to Topic 842 ;

ASU 2018-10, C odification Improvements to Topic 842, Leases ;

ASU 2018-11, Leases (Topic 842):

Targeted Improvements ;

ASU 2018-20, Leases (Topic 842):

Narrow-Scope Improvements for Lessors , and ASU 2019-01, Leases (Topic 842) :

Codification Improvements, collectively “ASC 842.” ASC 842 requires us to recognize changes in the collectability assessment for our leases in which we are the lessor as an adjustment to rental income.

As such, the change in our collectability assessment for the year ended December 31, 2019 was recorded as a decrease to rental revenues.

No similar adjustment was made to revenue in 2018 .

Further, ASC 842 requires lessors to exclude from variable payments all costs paid by a lessee directly to a third party, which precludes our recognition of real estate tax payments made by tenants directly to third parties as recoverable revenue or expense.

As such, we recognized no applicable real estate tax revenue for these direct payments during the year ended December 31, 2019 .

As the recorded revenue in prior periods was completely offset by the recorded expense, this has no net impact to earnings.

Known Trends and Uncertainties of the COVID-19 Pandemic

The COVID-19 pandemic has impacted our results beginning with the second quarter largely in the form of reduced revenue, where our estimates around collectibility have created volatility in our earnings.

We anticipate these trends will continue into 2021, and the total impact on revenue in the future cannot be determined at this time.

The duration of the pandemic and mitigating measures, and the resulting economic impact, has caused some of our Neighbors to permanently vacate their spaces and/or not renew their leases.

Under such circumstances, we may have difficulty leasing these spaces on the same or better terms or at all, and/or incur additional costs to lease vacant spaces, which may reduce our occupancy rates in the future and ultimately reduce our revenue.

Extended periods of vacancy or reduced revenues may trigger impairments of our real estate assets.

Additionally, these factors may impact disposition activity by decreasing demand and negatively impacting capitalization rates.

Our disposition and acquisition activity has been reduced as a result of the pandemic during 2020.

The ongoing impact of the COVID-19 pandemic and the resulting economic downturn will likely continue to be significant to our results of operations into 2021 and potentially beyond as a result of a number of factors outside of our control.

These factors include, but are not limited to:

overall economic conditions on both a macro and micro level, including consumer demand as well as retailer demand for space within our shopping centers;

the impact of social distancing guidelines, recommendations from governmental authorities, and consumer shopping preferences;

the nature and effectiveness of any economic stimulus or relief measures;

the timing of availability and distribution of vaccines to the general public;

and the impact of all of the factors above, including other potentially unknown factors, on our Neighbors’ ability to continue paying rent and related charges on time or at all and Neighbors’ willingness to renew their leases on the same terms or at all.

These factors have impacted our results from operations, and may continue to do so into the future.

The primary impact to our results has been reduced revenue from Neighbor concessions, increased collectibility reserves, and decreased recovery rates on expenses.

Other unforeseen impacts may also arise in the course of operating during these circumstances.

See “Part II.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview” of this filing on Form 10-K for our observation of Neighbor impacts through March 8, 2021.

In December 2020, the United States Food and Drug Administration issued emergency use authorizations for two vaccines for the prevention of COVID-19.

The timeline for distribution of the vaccines to the public is determined at the state level, and consequently, the timeline for the removal of governmental mandates implemented to combat the spread of the virus may vary by state or locality.

At this time, we are unable to ascertain the timing of any such events, and thus are unable to predict with certainty the impact that the vaccines and their effect in mitigating the spread of COVID-19 may have on our financial results.

Overall, we believe that our investment focus on grocery-anchored shopping centers that provide daily necessities has helped, and will continue to help, lessen the negative effect of the COVID-19 pandemic on our business compared to non-grocery anchored shopping centers.

We are closely monitoring the occupancy, operating performance, and Neighbor sales results at our centers, including those Neighbors operating with reduced hours or under government-imposed restrictions.

Further, we have taken action to maximize our financial flexibility by implementing expense reductions at the property and corporate level;

prioritizing capital projects to support the reopening of our Neighbors and new leasing activity, or deferring if possible;

temporarily suspending monthly distributions;

and temporarily suspending share repurchases for DDI.

Summary of Operating Activities for the Years Ended December 31, 2020 and 2019

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(dollars in thousands, except per share amounts) 2020 2019 $ % (1)

Operating Data:

Rental income $ 485,483 $ 522,270 $ (36,787) (7.0) %

Fee and management income 9,820 11,680 (1,860) (15.9) %

Other property income 2,714 2,756 (42) (1.5) %

Total revenues 498,017 536,706 (38,689) (7.2) %

Operating Expenses:

Property operating expenses 87,490 90,900 3,410 3.8 %

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Impairment of real estate assets 2,423 87,393 84,970 97.2 %

Total operating expenses 422,991 533,852 110,861 20.8 %

Interest expense, net (85,303) (103,174) 17,871 17.3 %

Gain on sale or contribution of property, net

Transaction expenses

Other expense, net

Net (loss) income

Net loss (income) attributable to noncontrolling interests

Net (loss) income attributable to stockholders

Gain on disposal of property, net 6,494 28,170 (21,676) (76.9) %

Other income (expense), net 9,245 (676) 9,921 NM

Net income (loss)

5,462 (72,826) 78,288 107.5 %

Net (income) loss attributable to noncontrolling interests

(690) 9,294 (9,984) (107.4) %

Net income (loss) attributable to stockholders

$ 4,772 $ (63,532) $ 68,304 107.5 %

(1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.

Below are explanations of the significant fluctuations in our results of operations for the years ended December 31, 2019 and 2018 .

Total Revenues increased $106.3 million as follows:

$132.7 million increase related to the Merger with REIT II, including $158.0 million from the properties acquired, partially offset by a reduction of $25.3 million in management fee revenue previously received from the acquired properties;

$9.0 million increase related to properties acquired before January 1, 2018 , primarily driven by an increase in average occupancy from 93.5% to 94.0% and a $0.23 increase in average ABR per square foot as compared to the year ended December 31, 2018 ;

$26.9 million decrease related to our disposition or contribution of 46 properties and partially offset by our acquisition of ten properties since January 1, 2018 .

This includes a net decrease of $31.1 million from property revenues, partially offset by a $4.2 million increase in fee and management income received from the joint ventures included as Managed Funds;

$8.5 million decrease related to the adoption of ASC 842, which included a $5.7 million decrease related to the change in presentation of real estate tax payments paid directly by tenants to third parties, and a $2.8 million decrease related to the change in presentation of our assessment of lease collectability.

Property Operating Expenses increased $13.7 million as follows:

$16.9 million increase related to the properties acquired in the Merger with REIT II;

$2.4 million decrease related to our net disposition activity and operating expenses from our management activities;

$0.8 million decrease related to properties acquired before January 1, 2018 primarily due to the change in presentation of lease collectability resulting from the adoption of ASC 842, partially offset by higher recoverable costs.

Real Estate Taxes increased $14.8 million as follows:

$22.0 million increase related to the properties acquired in the Merger with REIT II;

$2.2 million increase related to properties acquired before January 1, 2018 ;

$3.7 million decrease related to our net disposition activity;

$5.7 million decrease related to the change in presentation of real estate tax payments paid directly by tenants to third parties due to the adoption of ASC 842.

Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities.

Our non-same-center portfolio includes 28 properties disposed of and seven properties acquired after December 31, 2018.

Below are explanations of the significant fluctuations in the results of operations for the years ended December 31, 2020 and 2019:

Rental Income decreased $36.8 million as follows:

• $20.7 million decrease related to our same-center portfolio primarily as follows:

▪ $26.8 million decrease largely due to the COVID-19 pandemic and its economic impact.

This includes an increased number of Neighbors we have identified as a credit risk which resulted in a decrease to rental income of $24.4 million, including a $3.1 million reduction in revenues due to reserves on straight-line rent adjustments for the related leases.

Additionally, we saw a $2.4 million decrease due to rent abatement;

▪ $2.8 million decrease primarily due to non-cash straight-line rent amortization;

▪ $7.1 million increase primarily due to a $0.23 increase in average minimum rent per square foot and a 0.8% improvement in average occupancy;

▪ $2.0 million increase in recovery income primarily due to a $3.1 million increase owing largely to higher recoverable insurance expenses and higher same-center occupancy, partially offset by a $1.1 million decrease in recoverable utilities.

• $16.1 million decrease related to our net disposition of 21 properties.

Fee and Management Income:

• The $1.9 million decrease in fee and management income is primarily due to fees no longer received from REIT III following its acquisition by us in October 2019;

a decrease in fees received from NRP, primarily due to property dispositions;

and lower rent and recovery collections for our unconsolidated joint ventures as a result of the COVID-19 pandemic, which resulted in lower management fees paid to us.

This offsets improvements in fees received from GRP I and GRP II (prior its acquisition by GRP I).

Property Operating Expenses decreased $3.4 million as follows:

• $0.3 million decrease related to our same-center portfolio and corporate operating activities:

▪ $1.4 million decrease primarily due to reduced performance compensation;

▪ $1.2 million decrease primarily in connection with our expense reduction initiatives, including $0.8 million largely owing to lower maintenance and utility costs, and $0.4 million largely owing to lower travel expenses;

▪ $2.3 million increase in insurance expenses owing to a higher volume of claims and higher market rates.

• $3.1 million decrease related to our net disposition of 21 properties.

Real Estate Taxes decreased $3.1 million as follows:

• $1.1 million decrease related to our same-center portfolio primarily as a result of successful real estate tax appeals;

• $2.0 million decrease related to our net disposition of 21 properties.

General and Administrative Expenses:

The $1.9 million decrease in general and administrative expenses was primarily related to a decrease in compensation and legal expenses, partially offset by higher investor relations expenses for our merger with REIT II.

• The $7.1 million decrease in general and administrative expenses was primarily related to expense reductions taken to reduce the impact of the COVID-19 pandemic, with the majority of these decreases related to compensation.

Depreciation and Amortization decreased $12.2 million as follows:

• $7.6 million decrease related to our net disposition of 21 properties;

• $4.6 million decrease related to our same-center portfolio and corporate operating activities, primarily due to intangible assets becoming fully amortized by December 31, 2019.

Impairment of Real Estate Assets:

Our increase in impairment of real estate assets of $46.6 million is related to assets under contract or actively marketed for sale at a disposition price that was less than the carrying value.

Upon disposition, we used the proceeds to reduce our leverage, fund redevelopment opportunities in owned centers, and fund acquisitions.

We continue to sell properties where we believe our growth potential has been maximized or that are at risk of future deterioration.

As such, we may potentially recognize impairment charges in future quarters.

• Our decrease in impairment of real estate assets of $85.0 million was due to a lower volume of assets under contract or actively marketed for sale at a disposition price that was less than the carrying value in 2020 as compared to 2019, the proceeds from which were used to fund tax-efficient acquisitions, to fund redevelopment opportunities in owned centers, and for general corporate purposes.

We continue to sell non-core assets and may potentially recognize impairments in future quarters, but our anticipated disposition activity was reduced due to market conditions as a result of the COVID-19 pandemic.

Interest Expense, Net:

• The $30.5 million increase was largely due to $464.5 million of debt assumed and new debt entered into in connection with the Merger.

• The $17.9 million decrease during the year ended December 31, 2020 as compared to the same period in 2019 was largely due to the decrease in LIBOR and expiring interest rate swaps in 2020 as well as repricing activities that occurred in 2019.

Interest Expense, Net was comprised of the following (dollars in thousands):

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Interest on secured debt 29,001 23,048

Loss (gain) on extinguishment or modification of debt, net

Loss on extinguishment or modification of debt, net 4 2,238

Non-cash amortization and other 7,832 13,316

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Weighted-average term (in years) as of end of year 4.1 5.0

Gain on Sale or Contribution of Property, Net:

The $81.1 million decrease was primarily related to the sale of 21 properties with a gain of $28.2 million during the year ended December 31, 2019 , as compared to the sale or contribution of 25 properties (including 17 properties sold or contributed to GRP I) with a gain of $109.3 million during the year ended December 31, 2018 .

Transaction Expenses:

Transaction expenses of $3.3 million associated with GRP I, the Merger, and other acquisitions were incurred during the year ended December 31, 2018 , which included third-party professional fees, such as financial advisory, consulting, accounting, legal, and tax fees.

Other Expense, Net decreased $1.0 million primarily as follows:

$9.0 million increase in income related to fluctuations in the fair value of our earn-out liability (see Note 18 for more detail);

$1.4 million increase in income from our unconsolidated joint ventures, primarily due to our share of gains on the disposition of five properties by NRP, partially offset by non-cash basis adjustments during the year ended December 31, 2019 ;

$1.3 million increase in income attributable to the favorable settlement of property acquisition-related liabilities;

$9.7 million expense related to impairment charges, comprised of a $7.8 million impairment recorded on a corporate intangible asset and a $1.9 million impairment recorded on a receivable for organization and offering costs from the suspension of the REIT III public offering in June 2019 prior to the merger with REIT III in October 2019 (see Notes 17 and 18 for more detail);

$0.8 million increase in expense related to state and local income taxes and other miscellaneous items.

Gain on Disposal of Property, Net:

• The $21.7 million decrease was primarily related to the sale of seven properties (plus other miscellaneous disposals and write-offs) with a net gain of $6.5 million during the year ended December 31, 2020, as compared to the sale of 21 properties with net gain of $28.2 million during the year ended December 31, 2019 (see Note 5).

Other Income (Expense), Net:

• The $9.9 million change was largely due to other impairment charges of $9.7 million in connection with the REIT III public offering during the year ended December 31, 2019, which included $7.8 million of impairment charges related

to our corporate intangible asset and $1.9 million of impairment charges related to organization and offering costs.

Other Income (Expense), Net was comprised of the following (dollars in thousands):

Year Ended December 31,

Change in fair value of earn-out liability $ 10,000 $ 7,500

Equity in (loss) income of unconsolidated joint ventures

Transaction and acquisition expenses (539) (598)

Federal, state, and local income tax expense (491) (785)

Other impairment charges (359) (9,661)

Settlement of property acquisition-related liabilities 510 1,360

Other 155 439

Other income (expense), net $ 9,245 $ (676)

Summary of Operating Activities for the Years Ended December 31, 2019 and 2018

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Non-GAAP Measures

Pro Forma Same-Center Net Operating Income —Same-Center NOI represents the NOI for the properties that were owned and operational for the entire portion of both comparable reporting periods.

For purposes of evaluating Same-Center NOI on a comparative basis, we are presenting Pro Forma Same-Center NOI, which is Same-Center NOI on a pro forma basis as if the Merger had occurred on January 1, 2018 .

This perspective allows us to evaluate Same-Center NOI growth over a comparable period.

As of December 31, 2019 , we had 276 same-center properties, including 84 same-center properties acquired in the Merger.

Pro Forma Same-Center NOI is not necessarily indicative of what actual Same-Center NOI growth would have been if the Merger had occurred on January 1, 2018 , nor does it purport to represent Same-Center NOI growth for future periods.

Pro Forma Same-Center NOI highlights operating trends such as occupancy rates, rental rates, and operating costs on properties that were operational for both comparable periods.

Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Pro Forma Same-Center NOI may not be comparable to other REITs.

Pro Forma Same-Center NOI should not be viewed as an alternative measure of our financial performance because it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.

The table below compares Pro Forma Same-Center NOI for the years ended December 31, 2019 and 2018 (dollars in thousands):

Same-Center Net Operating Income —We present Same-Center NOI as a supplemental measure of our performance.

We define NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes.

For the three months and years ended December 31, 2020 and 2019, Same-Center NOI represents the NOI for the 275 properties that were wholly-owned and operational for the entire portion of both comparable reporting periods.

We believe Same-Center NOI provides useful information to our investors about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss).

Because Same-Center NOI excludes the change in NOI from properties acquired or disposed of after December 31, 2018, it highlights operating trends such as occupancy levels, rental rates, and operating costs on properties that were operational for both comparable periods.

Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Same-Center NOI may not be comparable to other REITs.

Same-Center NOI should not be viewed as an alternative measure of our financial performance as it does not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations.

The table below compares Same-Center NOI for the years ended December 31, 2020 and 2019 (dollars in thousands):

Favorable (Unfavorable)

2020 2019 $ Change % Change

Rental income (1)

$ 364,998 $ 360,548 $ 4,450

Tenant recovery income 122,835 120,870 1,965

Reserves for uncollectibility (2)

(26,458) (5,179) (21,279)

Other property income 2,609 2,552 57

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Total operating expenses 135,997 136,669 672 0.5 %

Total Pro Forma Same-Center NOI

Adjusted for the same-center operating results of the Merger prior to the transaction date in 2018 .

For additional information and details about REIT II operating results included herein, refer to the REIT II Same-Center NOI table below.

Total Same-Center NOI $ 327,987 $ 342,122 $ (14,135) (4.1) %

(1) Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

In accordance with ASC 842, revenue amounts deemed uncollectible are included as an adjustment to rental income for 2019 as compared to property operating expense in 2018 .

Additionally, in accordance with ASC 842, real estate tax payments made by tenants directly to third parties are no longer recognized as recoverable revenue or expense in 2019 .

Pro Forma Same-Center Net Operating Income Reconciliation —Below is a reconciliation of Net (Loss) Income to Pro Forma Same-Center NOI for the years ended December 31, 2019 and 2018 (in thousands):

Net (loss) income

(2) Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or is considered creditworthy.

Same-Center Net Operating Income Reconciliation —Below is a reconciliation of Net Income (Loss) for the years ended December 31, 2020 and 2019 (in thousands):

Net income (loss) $ 5,462 $ (72,826)

Adjusted to exclude:

Fees and management income

(9,820) (11,680)

Straight-line rental income (1)

Net amortization of above- and below-market leases

(3,356) (9,079)

Net amortization of above- and below-

market leases

(3,173) (4,185)

Lease buyout income

(1,237) (1,166)

General and administrative expenses

41,383 48,525

Depreciation and amortization

224,679 236,870

Impairment of real estate assets

Interest expense, net

Gain on sale or contribution of property, net

85,303 103,174

Gain on disposal of property, net (6,494) (28,170)

Other (income) expense, net (9,245) 676

Property operating expenses related to fees and management income 6,098 6,264

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Non-same-center NOI (2)

NOI from same-center properties acquired in the

Merger, prior to acquisition

Total Pro Forma Same-Center NOI

Includes operating revenues and expenses from non-same-center properties which includes properties acquired, sold, or contributed, and corporate activities.

Pro Forma Same-Center Properties —Below is a breakdown of our property count, including same-center properties by origin as well as non-same-center properties:

Same-center properties owned since January 1, 2018

Same-center properties acquired in the Merger

Non-same-center properties

Total properties

REIT II Same-Center Net Operating Income —NOI from the REIT II properties acquired in the Merger, prior to acquisition, was obtained from the accounting records of REIT II without adjustment.

The accounting records were subject to internal review by us.

The table below provides Same-Center NOI detail for the non-ownership periods of REIT II (in thousands):

Rental income (1)

Tenant recovery income

Other property income

Total revenues

Operating expenses:

Property operating expenses

Real estate taxes

Total operating expenses

(4,036) (13,674)

Total Same-Center NOI $ 327,987 $ 342,122

Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

(1) Includes straight-line rent adjustments for Neighbors deemed to be non-creditworthy.

(2) Includes operating revenues and expenses from non-same-center properties which includes properties acquired or sold and corporate activities.

Funds from Operations and Core Funds from Operations —FFO is a non-GAAP performance financial measure that is widely recognized as a measure of REIT operating performance.

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) attributable to common stockholders computed in accordance with GAAP, excluding gains (or losses) from sales of property and gains (or losses) from change in control, plus depreciation and amortization, and after adjustments for impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures.

The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as net income (loss) computed in accordance with GAAP, excluding gains (or losses) from sales of property and gains (or losses) from change in control, plus depreciation and amortization, and after adjustments for impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis.

We calculate FFO Attributable to Stockholders and Convertible Noncontrolling Interests in a manner consistent with the Nareit definition, with an additional adjustment made for noncontrolling interests that are not convertible into common stock.

To better align with publicly traded REITs, we are presenting Core FFO in place of Modified Funds from Operations.

Core FFO is an additional performance financial measure used by us as FFO includes certain non-comparable items that affect our performance over time.

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We believe it is more reflective of our core operating performance and provides an additional measure to compare our performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss).

To arrive at Core FFO, we adjust FFO attributable to stockholders and convertible noncontrolling interests to exclude certain recurring and non-recurring items including, but not limited to, depreciation and amortization of corporate assets, gains or losses on the extinguishment or modification of debt, transaction and acquisition expenses, and amortization of unconsolidated joint venture basis differences.

FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and Core FFO should not be considered alternatives to net income (loss) or income (loss) from continuing operations under GAAP, as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions.

To arrive at Core FFO, we adjust FFO attributable to stockholders and convertible noncontrolling interests to exclude certain recurring and non-recurring items including, but not limited to, depreciation and amortization of corporate assets, changes in the fair value of the earn-out liability, amortization of unconsolidated joint venture basis differences, gains or losses on the extinguishment or modification of debt, other impairment charges, and transaction and acquisition expenses.

FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and Core FFO should not be considered alternatives to net income (loss) under GAAP, as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions.

Core FFO may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business plan in the manner currently contemplated.

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Our FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and Core FFO, as presented, may not be comparable to amounts calculated by other REITs.

The following table presents our calculation of FFO, FFO Attributable to Stockholders and Convertible Noncontrolling Interests, and Core FFO and provides additional information related to our operations (in thousands except per share amounts):

Calculation of FFO Attributable to Stockholders and Convertible Noncontrolling Interests

Net (loss) income

2020 2019 2018

Calculation of FFO Attributable to Stockholders and

Convertible Noncontrolling Interests

Net income (loss) $ 5,462 $ (72,826) $ 46,975

Depreciation and amortization of real estate assets 218,738 231,023 177,504

Impairment of real estate assets 2,423 87,393 40,782

Gain on sale or contribution of property, net

Gain on the disposal of property, net (6,494) (28,170) (109,300)

Adjustments related to unconsolidated joint ventures 1,552 (128) 560

FFO attributable to the Company 221,681 217,292 156,521

Adjustments attributable to noncontrolling interests not

convertible into common stock

Adjustments attributable to noncontrolling interests

not convertible into common stock — (282) (299)

FFO attributable to stockholders and convertible

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Other impairment charges 359 9,661 —

Amortization of unconsolidated joint venture basis differences

Noncash vesting of Class B units and termination of affiliate

Amortization of unconsolidated joint venture

basis differences 1,883 2,854 167

Loss (gain) on extinguishment or modification of debt, net

Transaction and acquisition expenses 539 598 3,426

Other — 158 232

Core FFO $ 220,407 $ 230,866 $ 176,126

FFO Attributable to Stockholders and Convertible

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Weighted-average common shares outstanding - diluted (1)

333,466 327,510 241,367

FFO attributable to stockholders and convertible

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Core FFO per share - diluted $ 0.66 $ 0.70 $ 0.73

In 2019 we are presenting Core FFO in place of Modified Funds from Operations to better align with our publicly traded peers.

Prior years have been updated to conform with the presentation of Core FFO.

Additionally, outside of our transition to presenting Core FFO, certain prior period amounts have been reclassified to conform with current year presentation.

Restricted stock awards were dilutive to FFO Attributable to Stockholders and Convertible Noncontrolling Interests and Core FFO for the years ended December 31, 2019 , 2018 , and 2017 , and, accordingly, their impact was included in the weighted-average common shares used to calculate diluted FFO Attributable to Stockholders and Convertible Noncontrolling Interests/Core FFO per share.

For the years ended December 31, 2019 and 2017 , restricted stock awards with a weighted-average impact of approximately 400,000 and 9,000 shares had an anti-dilutive effect upon the calculation of earnings per share, as further detailed in Note 16 , and thus were excluded.

As these shares were not anti-dilutive to diluted FFO and Core FFO per share, they are included above.

(1) Restricted stock awards were dilutive to FFO Attributable to Stockholders and Convertible Noncontrolling Interests per share and Core FFO per share for the years ended December 31, 2020, 2019, and 2018, and, accordingly, their impact was included in the weighted-average common shares used in their respective per share calculations.

For the year ended December 31, 2019, restricted stock units had an anti-dilutive effect upon the calculation of earnings per share and thus were excluded.

For details related to the calculation of earnings per share, see Note 15.

Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“EBITDAre”) and Adjusted EBITDAre —Nareit defines EBITDA re as net income (loss) computed in accordance with GAAP before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains or losses from disposition of depreciable property, and (v) impairment write-downs of depreciable property.

Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA re on the same basis.

Adjusted EBITDA re is an additional performance measure used by us as EBITDA re includes certain non-comparable items that affect our performance over time.

To arrive at Adjusted EBITDA re, we exclude certain recurring and non-recurring items from EBITDA re , including, but not limited to:

(i) changes in the fair value of the earn-out liability;

(ii) other impairment charges;

(iii) amortization of basis differences in our investments in our unconsolidated joint ventures;

and (iv) transaction and acquisition expenses.

We have included the calculation of EBITDA re to better align with publicly traded REITs.

We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value.

Additionally, we believe they are a useful indicator of our ability to support our debt obligations.

EBITDA re and Adjusted EBITDA re should not be considered as alternatives to net income (loss), as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions.

Accordingly, EBITDA re and Adjusted EBITDA re should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net

income (loss) or cash flows from operations prepared in accordance with GAAP.

Our EBITDA re and Adjusted EBITDA re , as presented, may not be comparable to amounts calculated by other REITs.

The following table presents our calculation of EBITDA re and Adjusted EBITDA re for the years ended December 31, 2020, 2019, and 2018 (in thousands):

2020 2019 2018

Calculation of EBITDA re

Net income (loss) $ 5,462 $ (72,826) $ 46,975

Depreciation and amortization 224,679 236,870 191,283

Interest expense, net 85,303 103,174 72,642

Gain on disposal of property, net (6,494) (28,170) (109,300)

Impairment of real estate assets 2,423 87,393 40,782

Federal, state, and local tax expense 491 785 232

Adjustments related to unconsolidated

joint ventures 3,355 2,571 446

$ 315,219 $ 329,797 $ 243,060

Calculation of Adjusted EBITDA re

$ 315,219 $ 329,797 $ 243,060

Change in fair value of earn-out liability and derivatives (10,000) (7,500) 2,393

Other impairment charges 359 9,661 —

Amortization of unconsolidated joint

venture basis differences 1,883 2,854 167

Transaction and acquisition expenses 539 598 3,426

Adjusted EBITDA re

$ 308,000 $ 335,410 $ 249,046

Liquidity and Capital Resources

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• cash distributions to stockholders;

capital expenditures and leasing costs;

• investments in real estate;

• capital expenditures and leasing costs;

• redevelopment and repositioning projects;

• repurchases of common stock;

• principal and interest payments on our outstanding indebtedness.

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• reinvested distributions;

proceeds from debt financings, including borrowings under our unsecured credit facility;

• proceeds from debt financings, including borrowings under our unsecured revolving credit facility;

• distributions received from joint ventures;

• available, unrestricted cash and cash equivalents.

We believe our sources of cash will provide adequate liquidity to fund our obligations.

Our cash from operations has been reduced, and we anticipate that it may continue to be negatively impacted, at least in the near term, as a result of the COVID-19 pandemic as we temporarily experience reduced or delayed cash payments and/or revenue from Neighbors.

Additionally, our cash from financing activities has been impacted by actions taken to preserve liquidity, such as the suspension of our distributions and the DRIP beginning in April 2020 and continuing through November 2020, and the suspension of the SRP for DDI beginning in March 2020 and continuing through December 2020.

The cash on hand resulting from these actions allowed us to execute the Tender Offer as well as reinstate distributions, including the DRIP, beginning in December 2020.

Further, the SRP for DDI was reinstated effective January 2021.

We are monitoring events closely and managing our cash usage, which also includes prioritizing our capital spending and redevelopment to support the reopening of our Neighbors and new leasing activity, or deferring if possible, as well as reducing other property and corporate expenses.

At this time, we believe our current sources of liquidity, most significantly our operating cash flows and borrowing availability on our revolving credit facility, are sufficient to meet our short- and long-term cash demands.

Debt —The following table summarizes information about our debt as of December 31, 2020 and 2019 (dollars in thousands):

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Weighted-average interest rate 3.1 % 3.4 %

Weighted average maturity

Weighted-average term (in years) 4.1 5.0

Revolving credit facility capacity $ 500,000 $ 500,000

Revolving credit facility availability (1)

490,404 489,805

Revolving credit facility maturity (2)

October 2021 October 2021

(1) Net of any outstanding balance and letters of credit.

The revolving credit facility has an additional option to extend the maturity to October 2022.

In December 2019, we executed a $200 million fixed-rate secured loan maturing in January 2030.

The proceeds from this loan, along with proceeds from property dispositions, were used to pay down $265.9 million of term loan debt maturing in 2020 and 2021.

An additional $30.0 million of term loan debt was paid off in January 2020.

Following this activity our next term loan maturity is in 2022.

(2) The revolving credit facility matures in October 2021 and includes an option to extend the maturity to October 2022, with its execution being subject to compliance with certain terms included in the loan agreement, including the absence of any defaults and the payment of relevant fees.

We intend to either exercise our option to extend the maturity or to negotiate under new terms.

During the years ended December 31, 2020 and 2019, we took steps to reduce our leverage, lower our cost of debt, and appropriately ladder our debt maturities.

Our debt activity during the year ended December 31, 2020 was as follows:

• In January 2020, we paid down $30 million of term loan debt maturing in 2021 using proceeds from property dispositions in 2019.

Following this repayment, our next term loan maturity is in April 2022 and includes an option to extend the maturity to October 2022, with its execution being subject to compliance with certain terms included in the loan agreement, including the absence of any defaults and the payment of relevant fees.

We intend to either exercise our option to extend the maturity or to negotiate under new terms.

• In April 2020, we borrowed $200 million on our revolving credit facility to meet our operating needs for a sustained period due to the COVID-19 pandemic.

• In June 2020, we fully repaid the outstanding balance on our revolving credit facility as our rent and recovery collections during the second quarter, combined with our COVID-19 expense reduction initiatives, sufficiently funded our operating needs and provided enough stability to allow for this repayment.

Further, we did not borrow on our revolving credit facility during the remainder of 2020.

• In the fourth quarter, we executed early repayments of $24.5 million in mortgage debt.

Our debt activity during the year ended December 31, 2019, which we expect will save approximately $1.9 million in interest annually, was as follows:

• In September 2019, we repriced a $200 million term loan, lowering the interest rate spread from 1.75% over LIBOR to 1.25% over LIBOR, while maintaining the current maturity of September 2024.

• In October 2019, we repriced a $175 million term loan from a spread of 1.75% over LIBOR to 1.25% over LIBOR, while maintaining the current maturity of October 2024.

The debt repricings will save approximately $1.9 million in interest annually.

In connection with the Merger in November 2018, we assumed from REIT II unsecured term loans and secured mortgage debt with a combined fair value of $464.5 million , and refinanced $548.3 million of debt.

At the closing of the Merger, we established two term loans for $300 million and $100 million maturing in November 2023 and May 2024, respectively.

We also exercised an accordion feature on an existing term loan, adding $217.5 million in new debt maturing in May 2025, including a delayed draw feature of $60.0 million exercised in May 2019 .

The funds from these financings were used at the time of closing to pay down REIT II’s remaining debt, pay off a $175 million PECO term loan maturing in February 2020, and pay off PECO’s existing revolving credit facility.

Proceeds from the GRP I joint venture in November 2018 were used to pay down a $100 million term loan maturing in February 2019 and the outstanding balance on the revolving credit facility.

Additionally, GRP I assumed an existing secured loan facility of $175 million , for which we retained the obligation of limited guarantor (see Notes 8 and 17 for more detail).

• In December 2019, we executed a $200 million fixed-rate secured loan maturing in January 2030.

The proceeds from this loan, along with proceeds from property dispositions, were used to pay down $265.9 million of term loan debt maturing in 2020 and 2021.

Our debt is subject to certain covenants, and as of December 31, 2020, we were in compliance with the restrictive covenants of our outstanding debt obligations.

We expect to continue to meet the requirements of our debt covenants over the short- and long-term.

Our debt to total enterprise value and debt covenant compliance as of December 31, 2019 allow us access to future borrowings as needed.

The following table presents our calculation of net debt to total enterprise value, inclusive of our prorated portion of net debt owned through our joint ventures, as of December 31, 2019 and 2018 (dollars in thousands):

We expect to continue to meet the requirements of our debt covenants over the next twelve months.

Financial Leverage Ratios —We believe our debt to Adjusted EBITDA re , debt to total enterprise value, and debt covenant compliance as of December 31, 2020 allow us access to future borrowings as needed in the near term.

The following table presents our calculation of net debt and total enterprise value, inclusive of our prorated portion of net debt and cash and cash equivalents owned through our joint ventures, as of December 31, 2020 and 2019 (dollars in thousands):

Total debt, excluding market adjustments and deferred financing expenses $ 2,345,620 $ 2,421,520

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Total equity value (1)

2,797,234 3,682,161

Total enterprise value $ 5,037,902 $ 6,085,305

Net debt to total enterprise value

(1) Total equity value is calculated as the number of common shares and OP units outstanding multiplied by the EVPS at the end of the period.

There were 331.7 million and 324.6 million diluted shares outstanding as of December 31, 2019 and 2018 , respectively.

Capital Expenditures and Redevelopment Activity —We make capital expenditures during the course of normal operations.

Maintenance capital expenditures represent costs to fund major replacements and betterments to our centers.

Tenant improvements represent tenant-specific costs incurred to lease space.

In addition, we evaluate our portfolio on an ongoing basis to identify opportunities for value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.

We expect these opportunities to increase the overall yield and value of our properties, which will allow us to generate higher returns for our stockholders while creating great grocery-anchored shopping center experiences.

As of and for the year ended December 31, 2019 , we had 27 development and redevelopment projects completed or in process, which we estimate will comprise a total investment of $78.1 million .

We expect the projects to stabilize within 24 months, with the remaining spend of $37.0 million expected to be completed in 2020.

We anticipate that obligations related to capital improvements as well as redevelopment and development in 2020 can be met with cash flows from operations, cash flows from dispositions, or borrowings on our unsecured revolving line of credit.

There were 319.7 million diluted shares outstanding with an EVPS of $8.75 as of December 31, 2020 and 331.7 million diluted shares outstanding with an EVPS of $11.10 as of December 31, 2019.

The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of December 31, 2020 and 2019 (dollars in thousands):

December 31, 2020 December 31, 2019

Net debt to Adjusted EBITDA re - annualized :

Net debt $ 2,240,668 $ 2,403,144

Adjusted EBITDA re - annualized (1)

308,000 335,410

Net debt to Adjusted EBITDA re - annualized

Net debt to total enterprise value

Net debt $ 2,240,668 $ 2,403,144

Total enterprise value 5,037,902 6,085,305

Net debt to total enterprise value 44.5% 39.5%

(1) Adjusted EBITDA re is based on a trailing twelve months.

See “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures - EBITDA re and Adjusted EBITDA re” of this filing on Form 10-K for a reconciliation to Net Income (Loss).

Capital Expenditures and Redevelopment Activity —We make capital expenditures during the course of normal operations, including maintenance capital expenditures and tenant improvements as well as value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.

In response to the COVID-19 pandemic, our capital investments have been prioritized to support the reopening of our Neighbors and new leasing activity, or deferred if possible.

During the years ended December 31, 2020 and 2019, we had capital expenditures of $64.0 million and $75.5 million, respectively.

We expect our capital expenditures to reach $85 million - $95 million in 2021, which includes $54.5 million related to development and redevelopment projects.

As of December 31, 2020, our redevelopment projects in process include a demolition and rebuild of a Publix anchor at one of our centers for a total investment of approximately $7.6 million, with the remaining spend of $6.1 million expected to be completed in 2021.

We expect our development and redevelopment projects to stabilize within 24 months.

unsecured revolving line of credit.

Below is a summary of our capital spending activity for the years ended December 31, 2020 and 2019 (in thousands):

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(1) Amount includes internal salaries and related benefits of personnel who work directly on capital projects as well as capitalized interest expense.

We target an average incremental yield of 8% - 11% for development and redevelopment projects.

Incremental yield reflects the unleveraged incremental NOI generated by each project upon expected stabilization and is calculated as incremental NOI divided by net project investment.

We target an average incremental yield of 8% to 11% for development and redevelopment projects.

Incremental yield reflects the incremental NOI generated by each project upon expected stabilization and is calculated as incremental NOI divided by net project investment.

Incremental NOI is the difference between the NOI expected to be generated by the stabilized project and the forecasted NOI without the planned improvements.

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Merger and Acquisition Activity —We continually monitor the commercial real estate market for properties that have future growth potential, are located in attractive demographic markets, and support our business objectives.

Due to the COVID-19 pandemic, as well as the resulting market conditions, our acquisition activity was lower than anticipated during 2020, and we anticipate that acquisition activity may remain low throughout 2021.

Below is a summary of our merger and acquisition activity for the years ended December 31, 2020 and 2019 (dollars and square feet in thousands):

Number of Properties Acquired (1)

Number of Outparcels Acquired (1)

Cash Paid, Net of Cash Acquired

REIT III merger

Third-party acquisitions

REIT II Merger

Third-Party Acquisitions REIT III Merger (1)

Third-Party Acquisitions

Number of properties and outparcels excludes those owned through our unconsolidated joint ventures that were acquired in our mergers with REIT II and REIT III.

Disposition and Contribution Activity —We are actively evaluating our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value.

Seeding joint venture portfolios, such as our investment in GRP I, is another desirable growth strategy as we retain ownership interests in the seeded properties while simultaneously increasing our high-margin fee revenue earned through the provision of management services to those properties.

The following table highlights our property dispositions to third parties as well as the properties sold or contributed to GRP I during the years ended December 31, 2019 and 2018 .

We expect to continue to make strategic dispositions into 2020 (dollars and square feet in thousands):

Number of Properties Sold or Contributed

Number of Outparcels Sold or Contributed

Gross Proceeds

Gain on Sale or Contribution

GRP I sale or contribution

Number of properties purchased 2 3 2

Number of outparcels purchased (2)

Total square footage acquired 216 251 213

Total price of acquisitions $ 41,482 $ 16,996 $ 71,722

(1) Number of properties and outparcels excludes those owned through our investment in GRP II, which we acquired through the merger with REIT III in 2019.

GRP II was subsequently acquired by GRP I in October 2020.

(2) Outparcels purchased in 2020 and 2019 are parcels of land adjacent to shopping centers that we own.

Disposition Activity —We are actively evaluating our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value.

Seeding joint venture portfolios is another desirable growth strategy as we retain ownership interests in the seeded properties while simultaneously increasing our high-margin fee revenue earned through the provision of management services to those properties.

We expect to continue to make strategic dispositions during 2021.

The following table highlights our property dispositions during the years ended December 31, 2020 and 2019 (dollars and square feet in thousands):

Number of properties sold (1)

Number of outparcels sold 1 1

Total square footage sold 678 2,564

Proceeds from sale of real estate $ 57,902 $ 223,083

Gain on sale of properties, net (2)

10,117 30,039

(1) We retained certain outparcels of land associated with one of our property dispositions during the year ended December 31, 2020, and as a result, this property is still included in our total property count.

(2) The gain on sale of property, net does not include miscellaneous write-off activity, which is also recorded in Gain on Sale or Contribution of Property, Net on the consolidated statements of operations and comprehensive income (loss).

Distributions —Distributions to our common stockholders and OP unit holders, including key financial metrics for comparison purposes, for the years ended December 31, 2020 and 2019, are as follows (in thousands):

Cash distributions to OP unit holders

Net cash provided by operating activities

Cash distributions to common stockholders

FFO attributable to stockholders and nonconvertible noncontrolling interests (1)

Cash distributions to OP unit holders Net cash provided by operating activities

Cash distributions to common stockholders Core FFO (1)

Distributions reinvested through the DRIP

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures - Funds from Operations and Core Funds from Operations for the definition of FFO, information regarding why we present FFO, as well as a reconciliation of this non-GAAP financial measure to Net Income (Loss).

During the years ended December 31, 2019 and 2018 , we paid monthly distributions of $0.05583344 per share.

We expect to continue paying distributions monthly (subject to Board authorization) unless our results of operations, our general financial condition, general economic conditions, or other factors, as determined by our Board, make it imprudent to do so.

The timing and amount of distributions is determined by our Board and is influenced in part by our intention to comply with REIT requirements of the Internal Revenue Code (the “Code”).

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain, and which does not necessarily equal net income (loss) as calculated in accordance with GAAP).

(1) See “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Measures - Funds from Operations and Core Funds from Operations” of this filing on Form 10-K for the definition of Core FFO, or information regarding why we present Core FFO, and for a reconciliation of this non-GAAP financial measure to Net Income (Loss).

During 2020, we paid distributions of $0.05583344 per share, or $0.67 annualized, for the months of December 2019 and January, February, and March 2020 until the suspension of stockholder distributions by the Board.

During the year ended December 31, 2019, we paid monthly distributions of $0.05583344 per share.

The timing and amount of distributions is determined by our Board and is influenced in part by our intention to comply with REIT requirements of the Internal Revenue Code.

On March 27, 2020, as a result of the uncertainty surrounding the COVID-19 pandemic, our Board suspended stockholder distributions, effective after the payment of the March 2020 distribution on April 1, 2020.

The DRIP was also suspended, and the March 2020 distribution was paid in all cash on April 1, 2020.

The suspension of stockholder distributions and the DRIP did not impact our qualification as a REIT.

On November 4, 2020, our Board reinstated monthly stockholder distributions beginning December 2020 equal to $0.02833333 per share, or $0.34 annualized.

Additionally, the DRIP was reinstated with this distribution.

OP unit holders received distributions at the same rate as common stockholders.

The distribution and DRIP for December 2020 became effective for stockholders of record at the close of business on December 31, 2020, and this distribution was paid on January 12, 2021.

Distributions were paid for January and February 2021.

Additionally, our Board has approved distributions of $0.02833333 per share for March 2021.

Our Board intends to evaluate distributions on a monthly basis throughout 2021.

To maintain our qualification as a REIT, we must make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (which is computed without regard to the dividends paid deduction or net capital gain, and which does not equal net income (loss) as calculated in accordance with GAAP).

We generally will not be subject to U.S.

federal income tax on the income that we distribute to our stockholders each year due to meeting the REIT qualification requirements.

However, we may be subject to certain state and local taxes on our income, property, or net worth and to federal income and excise taxes on our undistributed income.

However, we may be subject to certain state and local taxes on any income, property, or net worth and to federal income and excise taxes on our undistributed income.

We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders.

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Below is a summary of our cash flow activity for the years ended December 31, 2020 and 2019 (dollars in thousands):

2020 2019 $ Change % Change

Net cash provided by operating activities $ 210,576 $ 226,875 $ (16,299) (7.2) %

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

Net cash (used in) provided by investing activities (44,092) 64,183 (108,275) NM

Net cash used in financing activities (129,655) (280,254) 150,599 53.7 %

Operating Activities —Our net cash provided by operating activities was primarily impacted by the following:

• Property operations and working capital —Most of our operating cash comes from rental and tenant recovery income and is offset by property operating expenses, real estate taxes, and general and administrative costs.

Our change in cash flows from property operations primarily results from owning a larger portfolio year-over-year as a result of the Merger with REIT II.

Partially offsetting this during the year ended December 31, 2019 was a decrease of $8.4 million attributable to fluctuations in working capital accounts during the normal course of our property operations.

We also experienced a decrease in general and administrative expenses from the prior year.

Our change in cash flows from property operations is primarily due to reduced revenue and collections as a result of the COVID-19 pandemic, partially mitigated by expense reduction measures at the property and corporate levels.

• Fee and management income —We also generate operating cash from our third-party investment management business, pursuant to various management and advisory agreements between us and the Managed Funds.

Our fee and management income was $11.7 million for the year ended December 31, 2019 , a decrease of $21.2 million as compared to the same period in 2018 , primarily due to fee and management income no longer received from the properties acquired in the Merger with REIT II and the merger with REIT III, partially offset by increased fee and management income as a result of our two new joint ventures.

Cash paid for interest —During the year ended December 31, 2019 , we paid $89.4 million for interest, an increase of $21.8 million over the same period in 2018 .

This increase was largely due to $464.5 million of debt assumed and new debt entered into in connection with the Merger with REIT II.

Investing Activities —Our net cash provided by (used in) investing activities was primarily impacted by the following:

Real estate acquisitions —During the year ended December 31, 2019 , outside of the merger with REIT III, we acquired two properties and two outparcels for a total cash outlay of $71.7 million .

During the year ended December 31, 2018 , outside of the Merger with REIT II, we acquired five properties and two outparcels for a total cash outlay of $87.1 million .

Real estate dispositions and sales and contributions to joint venture —During the year ended December 31, 2019 , we disposed of 21 properties and one outparcel for a net cash inflow of $223.1 million .

During the year ended December 31, 2018 , we disposed of 25 properties, which included 17 properties sold or contributed to the GRP I joint venture for a net cash inflow of $161.8 million , and eight properties sold outside of the GRP I joint venture for a net cash inflow of $78.7 million .

Mergers —During the year ended December 31, 2019 , in connection with our merger with REIT III, we acquired three properties and a 10% equity interest in GRP II, a joint venture that owns three properties with Northwestern Mutual, for a net cash outlay of $17.0 million .

During the year ended December 31, 2018 , in connection with our Merger with REIT II, we acquired 86 properties and a 20% interest in a joint venture for a net cash outlay of $363.5 million (see Notes 4 and 8 for more detail).

Our fee and management income was $9.8 million for the year ended December 31, 2020, a decrease of $1.9 million as compared to the same period in 2019, primarily due to fee and management income no longer received from REIT III following its acquisition by us in October 2019;

a decrease in fees received from NRP largely due to property dispositions;

and lower rent and recovery collections for our unconsolidated joint ventures, which resulted in lower management fees paid to us, as a result of the COVID-19 pandemic.

This offsets improvements in fees received from GRP I and GRP II (prior its acquisition by GRP I).

• Cash paid for interest —During the year ended December 31, 2020, we paid $78.5 million for interest, a decrease of $10.9 million over the same period in 2019, largely due to a decrease in LIBOR and expiring interest rate swaps in 2020, as well as repricing activities occurring in 2019.

Investing Activities —Our net cash (used in) provided by investing activities was primarily impacted by the following:

• Real estate acquisitions —During the year ended December 31, 2020, our third party acquisitions resulted in a total cash outlay of $41.5 million, as compared to a total cash outlay of $71.7 million during the same period in 2019.

Additionally, our Merger with REIT III, which included a 10% equity interest in GRP II (prior to its acquisition by GRP I in October 2020), resulted in a total cash outlay of $17.0 million during the year ended December 31, 2019.

• Real estate dispositions —During the year ended December 31, 2020, our dispositions resulted in a net cash inflow of $57.9 million, as compared to a net cash inflow of $223.1 million during the same period in 2019.

• Capital expenditures —We invest capital into leasing our properties and maintaining or improving the condition of our properties.

During the year ended December 31, 2019 , we paid $75.5 million for capital expenditures, an increase of $26.5 million over the same period in 2018 , primarily driven by our investment in value-added redevelopment and new development in our existing centers as well as other building improvements due to our larger portfolio.

Additionally, tenant improvements have increased due to higher leasing activity for a larger portfolio.

Financing Activities —Our net cash (used in) provided by financing activities was primarily impacted by the following:

During the year ended December 31, 2020, we paid $64.0 million for capital expenditures, a decrease of $11.5 million over the same period in 2019.

This decrease was primarily driven by reduced capital expenditures since the first quarter of 2020, as our capital investments were prioritized to support the reopening of our Neighbors and new leasing activity, or deferred if possible.

Financing Activities —Our net cash used in financing activities was primarily impacted by the following:

• Debt borrowings and payments —Cash from financing activities is primarily affected by inflows from borrowings and outflows from payments on debt.

As our debt obligations mature, we intend to refinance the remaining balance, if possible, or pay off the balances at maturity using proceeds from operations and/or corporate-level debt.

During the year ended December 31, 2019 , our net borrowings decreased $89.1 million , primarily using cash received from the disposition of properties.

During the year ended December 31, 2018 , our net borrowings increased $325.0 million primarily due to debt assumed from the Merger with REIT II.

Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders increased $43.4 million during the year ended December 31, 2019 , as compared to the same period in 2018 , primarily due to the increase in common stockholders as a result of the Merger with REIT II.

Share repurchases —Our SRP provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations (see Note 14 for more detail).

Cash outflows for share repurchases decreased by $18.5 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018 .

During the year ended December 31, 2020, we had $64.8 million in net repayment of debt primarily as a result of early repayments of debt utilizing cash from the disposition of properties and cash on hand.

During the year ended December 31, 2019, we had $89.1 million in net repayment of debt, primarily using cash received from the disposition of properties.

• Distributions to stockholders and OP unit holders —Cash used for distributions to common stockholders and OP unit holders decreased by $94.0 million during the year ended December 31, 2020 as compared to the same period in 2019, primarily due to the temporary suspension of stockholder distributions.

• Share repurchases —Cash outflows for share repurchases decreased by $29.4 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019, primarily due to the suspension of the SRP.

In connection with the Tender Offer, $77.6 million due to shareholders who tendered their shares was not yet paid as of December 31, 2020, and is recorded as Accounts Payable and Other Liabilities on our consolidated balance sheets.

The amount was subsequently paid on January 5, 2021 (see Note 13 for more detail).

Off-Balance Sheet Arrangements

Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million, capped at $50 million in most instances, of NRP’s debt.

We are the limited guarantor for up to $190 million, capped at $50 million in most instances, of NRP’s debt.

Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor.

As a part of the GRP I Joint Venture, GRP I assumed from us a $175 million mortgage loan for which we retained the obligation of limited guarantor.

Our guarantee is limited to being the non-recourse carveout guarantor and the environmental

Additionally, we are the limited

guarantor of a $175 million mortgage loan secured by GRP I properties.

Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor.

We entered into a separate agreement with Northwestern Mutual in which we agreed to apportion any potential liability under this guaranty between us and them based on our ownership percentage.

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Payments Due by Period

Total 2021 2022 2023 2024 2025 Thereafter

Debt obligations - principal payments (1)

$ 2,307,522 $ 62,589 $ 436,898 $ 379,569 $ 503,162 $ 500,381 $ 424,923

Debt obligations - interest payments (2)

285,788 68,710 58,768 50,785 38,767 25,457 43,301

Operating lease obligations 8,896 831 805 654 528 297 5,781

Finance lease obligations 171 102 29 24 16 — —

The revolving credit facility, which matures in October 2021, has options to extend the maturity to October 2022.

Total $ 2,602,377 $ 132,232 $ 496,500 $ 431,032 $ 542,473 $ 526,135 $ 474,005

(1) The revolving credit facility matures in October 2021 and includes an option to extend the maturity to October 2022, with its execution being subject to compliance with certain terms included in the loan agreement, including the absence of any defaults and the payment of relevant fees.

We intend to either exercise our option to extend the maturity or to negotiate under new terms.

As of December 31, 2020, we have no outstanding balance on our revolving credit facility.

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Our portfolio debt instruments and the unsecured revolving credit facility contain certain covenants and restrictions.

The following is a list of certain restrictive covenants specific to the unsecured revolving credit facility that were deemed significant:

limits the ratio of debt to total asset value, as defined, to 60% or less with a surge to 65% following a material acquisition;

The following is a list of certain restrictive covenants specific to the unsecured revolving credit facility and unsecured term loans that were deemed significant:

• limits the ratio of total debt to total asset value, as defined, to 60% or less with a surge to 65% following a material acquisition;

• limits the ratio of secured debt to total asset value, as defined, to 40% or less with a surge to 45% following a material acquisition;

• requires the fixed-charge ratio, as defined, to be 1.5:1 or greater, or 1.4:1 following a material acquisition;

• limits the ratio of cash dividend payments to FFO, as defined, to 95%;

• requires the current tangible net worth to exceed the minimum tangible net worth, as defined;

• limits the ratio of unsecured debt to unencumbered total asset value, as defined, to 60% or less with a surge to 65% following a material acquisition;

• requires the unencumbered NOI to interest expense ratio, as defined, to 1.75:1 or greater, or 1.7:1 following a material acquisition.

Inflation has been low historically and has had minimal impact on the operating performance of our shopping centers;

however, inflation can increase in the future.

Certain of our leases contain provisions designed to mitigate the adverse effect of inflation, including rent escalations and requirements for tenants to pay their allocable share of operating expenses, including common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures.

Certain of our leases contain provisions designed to mitigate the adverse effect of inflation, including rent escalations and requirements for Neighbors to pay their allocable share of operating expenses, including common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures.

Additionally, many of our leases are for terms of less than ten years, which allows us to target increased rents to current market rates upon renewal.

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Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Real Estate Acquisition Accounting —Most of our real estate acquisition activity, including the Merger, does not meet the definition of a business combination and is instead classified as an asset acquisition.

Because of the adverse economic conditions and uncertainty regarding the impacts of the COVID-19 pandemic, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change or vary significantly from actual results.

Please refer to Notes 2 and 17 for additional discussion on the potential impact that the COVID-19 pandemic could have on significant accounting estimates as employed per our critical accounting policies.

Real Estate Acquisition Accounting —Most of our real estate acquisition activity does not meet the definition of a business combination and is instead classified as an asset acquisition.

As a result, most acquisition-related costs are capitalized and amortized over the life of the related assets, and there is no recognition of goodwill.

Costs incurred related to properties that were not ultimately acquired were expensed and recorded in Other (Expense) Income on the consolidated statements of operations.

The PELP transaction was considered a business combination, and therefore the associated transaction expenses were expensed as incurred.

The treatment of acquisition-related costs and the recognition of goodwill are the primary differences between how we account for business combinations and asset acquisitions.

Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the costs of the business or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

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We also consider fixed-rate renewal options in our calculation of the fair value of below-market leases and the periods over which such leases are amortized.

If a tenant has a unilateral option to renew a below-market lease, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized if we determine that the tenant has a financial incentive and wherewithal to exercise such option.

If a tenant has a unilateral option to renew a below-market lease, we include such an option in the calculation of the fair value of such lease and the period over which the lease is amortized if we determine that the Neighbor has a financial incentive and wherewithal to exercise such option.

Intangible assets also include the value of in-place leases, which represents the estimated value of the net cash flows of the in-place leases to be realized, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.

Acquired in-place lease value is amortized to depreciation and amortization expense over the average remaining non-cancelable terms of the respective in-place leases.

We estimate the value of tenant origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions.

We estimate the value of Neighbor origination and absorption costs by considering the estimated carrying costs during hypothetical expected lease-up periods, considering current market conditions.

In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods.

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We calculate the fair value of assumed long-term debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

Valuation of Real Estate Assets —We periodically review our owned real estate properties for evidence of impairment.

Valuation of Real Estate Assets —We review our owned real estate properties for evidence of impairment quarterly.

Particular examples of events and changes in circumstances that could indicate potential impairments are significant decreases in occupancy, operating income, and market values or planned dispositions in which a published or contract price is less than the current carrying value of the assets being targeted for disposition.

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We select these inputs based on all available evidence and using techniques that are commonly employed by other real estate companies.

Some examples of these inputs are projected revenue and expense growth rates, estimates of future cash flows, capitalization rates, general economic conditions and trends, or other available market data.

Some examples of these inputs are projected

revenue and expense growth rates, estimates of future cash flows, capitalization rates, general economic conditions and trends, or other available market data.

Our ability to accurately predict future operating results and cash flows, as well as to estimate and determine fair values, impacts the timing and recognition of impairments.

While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Rental Income —A majority of our revenue is lease revenue derived from our real estate assets, to which we are the lessor.

On January 1, 2019, we adopted ASC Topic 842, Leases , on a modified-retrospective approach.

Beginning January 1, 2019, we evaluate whether a lease is an operating, sales-type, or direct financing lease using the criteria established in ASC 842.

Rental Income —A majority of our revenue is lease revenue derived from our real estate assets, for which we are the lessor.

On January, 1 2019, we adopted ASC Topic 842, Leases (“ASC 842”) using a modified-retrospective approach.

As such, beginning January 1, 2019, we evaluate whether a lease is an operating, sales-type, or direct financing lease using the criteria established in ASC 842.

Leases will be considered either sales-type or direct financing leases if any of the following criteria are met:

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Currently, all of our leases are classified as operating leases, and we expect that the majority, if not all, of our leases will continue to be classified as operating leases based upon our typical lease terms.

We record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

A portion of our tenants reimburse operating costs on a fixed-rate basis, and in those circumstances, operating expense reimbursements due to us are recorded on a straight-line basis.

We record property operating expense reimbursements due from Neighbors for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred.

A portion of our Neighbors reimburse operating costs on a fixed-rate basis, and in those circumstances, operating expense reimbursements due to us are recorded on a straight-line basis.

We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period.

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• who constructs or directs the construction of the improvements.

Historically, we periodically reviewed the collectability of outstanding receivables.

Following the adoption of ASC 842, as of January 1, 2019, lease receivables are reviewed continually to determine whether or not it is likely that we will realize all amounts receivable for each of our tenants (i.e., whether a tenant is deemed to be a credit risk).

If we determine that the tenant is not a credit risk, no reserve or reduction of revenue is recorded, except in the case of disputed charges.

If we determine that the tenant is a credit risk, revenue for that tenant is recorded on a cash basis, including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses.

Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Rental Income rather than in Property Operating, where our reserves were previously recorded, on the consolidated statements of operations.

Impact of Recently Issued Accounting Pronouncements —Refer to Note 2 for discussion of the impact of recently issued accounting pronouncements.

Historically, we periodically reviewed the collectibility of outstanding receivables.

Following the adoption of ASC 842, lease receivables are reviewed continually to determine whether or not it is probable that we will realize substantially all remaining lease payments for each of our Neighbors (i.e., whether a Neighbor is deemed to be a credit risk).

Additionally, we record a general reserve based on our review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate.

If we determine it is not probable that we will collect substantially all of the remaining lease payments from a Neighbor, revenue for that Neighbor is recorded on a cash basis (“cash-basis Neighbor”), including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses.

We will resume recording lease income on an accrual basis for cash-basis Neighbors once we believe the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments.

The aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Rental Income rather than in Property Operating, where our reserves were previously recorded, on the consolidated statements of operations.

Impact of Recently Issued Accounting Pronouncements —In response to the COVID-19 pandemic, the Financial Accounting Standards Board (“FASB”) issued interpretive guidance addressing the accounting treatment for lease concessions attributable to the pandemic.

Under this guidance, entities may elect to account for such lease concessions consistent with how they would be accounted for under ASC 842 if the enforceable rights and obligations for the lease concessions already existed within the lease agreement, regardless of whether such enforceable rights and obligations are explicitly outlined within the lease.

This accounting treatment may only be applied if (1) the lease concessions were granted as a direct result of the pandemic, and (2) the total cash flows under the modified lease are less than or substantially the same as the cash flows under the original lease agreement.

As a result, entities that make this election will not have to analyze each lease to determine whether enforceable rights and obligations for concessions exist within the contract, and may elect not to account for these concessions as lease modifications within the scope of ASC 842.

Some concessions will provide a deferral of payments, which may affect the timing of cash receipts without substantively impacting the total consideration per the original lease agreement.

The FASB has stated that there are multiple acceptable methods to account for deferrals under the interpretive guidance:

• Account for the concession as if no changes to the lease contract were made, increasing the lease receivable as payments accrue and continuing to recognize income;

• Account for deferred lease payments as variable lease payments.

We have elected not to account for any qualifying lease concessions granted as a result of the COVID-19 pandemic as lease modifications and will account for any qualifying concessions granted as if no changes to the lease contract were made.

This will result in an increase to the related lease receivable as payments accrue while we continue to recognize rental income.

We will, however, assess the impact of any such concessions on estimated collectibility of the related lease payments and will reflect any adjustments as necessary as an offset to Rental Income on the consolidated statements of operations.

Refer to Note 2 for discussion of the impact of other recently issued accounting pronouncements.

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What changed 10-K

Item 7. Management’s Discussion and Analysis