INVESTOR PRESENTATION
Second Quarter 2016 Update
INVESTOR PRESENTATION Second Quarter 2016 Update Disclaimer This - - PowerPoint PPT Presentation
INVESTOR PRESENTATION Second Quarter 2016 Update Disclaimer This presentation contains forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation
INVESTOR PRESENTATION
Second Quarter 2016 Update
2
This presentation contains “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data
will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intends,” “plans,” “estimates,” “continues” or “anticipates” and variations of such words or similar expressions or the negative of such words. You can also identify forward-looking statements by discussions of strategies, plans
forward-looking statements:
You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by applicable law. All information is presented on a consolidated basis and is as of June 30, 2016, unless otherwise noted. All demographic information is sourced from The Nielsen Company, unless otherwise noted.
Retail Properties of America, Inc. is a REIT and is one
strategically located shopping centers in the United
retail operating properties representing 28.1 million square feet.
3
Zurich Towers, 2.3% Single-User Retail, 4.4% Multi-Tenant Retail, 93.3%
NYSE Ticker RPAI Total capitalization1 $6.4 billion Total retail operating portfolio 185 properties, 28.1 million square feet Retail occupancy 93.4% Retail leased rate 94.9% Retail Annualized Base Rent (“ABR”) PSF $16.82 Net Debt / Adjusted EBITDA 5.9x S&P / Moody’s ratings BBB- / Baa3 Annualized dividend yield1 3.9%
Company snapshot Portfolio composition
152 shopping centers representing 93.3% of the Company’s ABR – 84 neighborhood and community centers – 52 power centers – 16 lifestyle centers and mixed-use properties
– 33 single-user retail assets representing 4.4%
– Zurich Towers representing 2.3% of the Company’s ABR
1 Based on stock price of $16.90 as of June 30, 2016. Annualized dividend yield based on quarterly cash dividend of $0.165625 per share4
2016 Second Quarter Results and Full Year Guidance
5 Second quarter 2016 results
Net Income Attributable to Common Shareholders $0.11 Operating FFO/Share $0.28 Same Store NOI Growth 4.2% General & Administrative Expense $10.8 million Disposition Activity2 $413.9 million Acquisition Activity $278.8 million Blended Comparable Re- leasing Spreads 8.1% Leasing Volume 129 leases representing 920,000 square feet
1 Represents guidance previously provided in our earnings release or earnings call, which was subject to the assumptions set forth therein. We have not updated or reaffirmed that guidance or any of the supporting assumptions andare not doing so by restating it herein
2 Includes dispositions closed subsequent to June 30, 2016 of $54.8 million and $197.0 million of assets under contract as of August 2, 20162016 guidance1
Net Income Attributable to Common Shareholders $1.04 - $1.07 Operating FFO/Share $1.04 - $1.07
Assumptions supporting 2016 Guidance1:
Same Store NOI Growth 2.5% - 3.5% General & Administrative Expense $45 - $47 million Disposition Activity $600 - $700 million Acquisition Activity $375 - $475 million Unsecured Debt Capital $200 - $250 million
portfolio with significant concentration in the top 50 national MSAs
class operating and financial platform
transactional execution
internal and external growth initiatives in the form of remerchandising, redevelopment and acquisition opportunities
financial flexibility
and Moody’s
historically low supply growth
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Retail ABR per occupied square foot vs. implied cap rate1
1 Peer retail ABR PSF metrics are sourced from public company filings as of March 31, 2016. Peer implied cap rates are sourced from Green Street Advisors as of July 12, 2016FRT REG EQY RPAI WRI DDR KIM BRX UE ROIC 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% 6.50% 7.00% $10.00 $12.00 $14.00 $16.00 $18.00 $20.00 $22.00 $24.00 $26.00
$24.26 $20.02 $19.43 $18.58 $17.23 $16.77 $14.86 $14.67 $12.85 $19.05 $10.00 $12.50 $15.00 $17.50 $20.00 $22.50 $25.00
FRT EQY REG ROIC RPAI WRI UE DDR KIM BRX
$115 $103 $102 $96 $94 $91 $89 $84 $78 $78
$- $25 $50 $75 $100 $125
FRT REG RPAI EQY ROIC UE KIM WRI BRX DDR
Amounts in 000’s
Retail - three mile avg. HH income
Portfolio Target Market Portfolio
$91
195 173 153 151 113 111 110 106 82 77
100 150 200 250
EQY UE FRT RPAI ROIC KIM WRI REG DDR BRX
Amounts in 000’s
Retail – three mile population
120
Portfolio Target Market Portfolio
8 Retail ABR per occupied square foot
$16.60
Note: RPAI metrics are as of June 30, 2016, representing its multi-tenant retail portfolio. Peer retail ABR PSF metrics are sourced from public company filings as of March 31, 2016. Peer annual contractual rent increases are sourced from Green Street Advisors. Peer demographic metrics are sourced from Evercore ISI as of December 31, 2015.
1 RPAI multi-tenant retail portfolio is as of December 31, 2015, excluding The Gateway, which the Company sold during the first quarter of 2016 2 Represents signed new leases and signed renewal leases, excluding tenant-exercised options, from properties in the multi-tenant retail operating portfolio as of June 30, 2016Annual contractual rent increases
Portfolio Target Market Portfolio
0.85% 1.20% 1.25% 0.60% 0.80% 1.00% 1.20% 1.40% 1.60% 1.80%
FRT REG ROIC EQY DDR KIM UE WRI BRX
Multi-tenant Retail Portfolio1
2013-Q2 2016
Third-party Acquisitions
2015-Q2 2016
Signed Leases2
RPAI
MULTI-TENANT RETAIL PORTFOLIO
Over 60% located in our Target Markets Over 70% located in Top 30 MSAs Nearly 80% located in Top 50 MSAs
% of ABR More than 5% of ABR 2–5% of ABR Less than 2% ABR
Significant presence in top MSAs
National platform
Well-balanced asset mix (% of ABR)
35% 26%
Neighborhood & Community Centers Power Centers Lifestyle Centers & Mixed-Use Properties
39%
MSA % of ABR Dallas 19.3% Washington D.C./Baltimore 12.5% New York 8.0% Chicago 4.7% Seattle 4.5%
10 Top 5 RPAI Markets
TARGET MARKETS
SEATTLE DALLAS HOUSTON
AUSTIN
SAN ANTONIO ATLANTA NEW YORK D.C./BALTIMORE CHICAGO PHOENIX
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Household Income Estimated Population Growth Population
Power Centers $85,000
(5-mile radius)
155,000
(5-mile radius)
5.4%
(5-mile radius)
Neighborhood & Community Centers $88,000
(3-mile radius)
110,000
(3-mile radius)
5.6%
(3-mile radius)
Household Income Estimated Population Growth Population
2013-2016 Acquisitions $101,000
(5-mile radius)
528,000
(5-mile radius)
5.4%
(5-mile radius)
Household Income Estimated Population Growth Population
Lifestyle Centers & Mixed-Use $108,000
(5-mile radius)
411,000
(5-mile radius)
5.4%
(5-mile radius)
Household Income Estimated Population Growth Population
Portfolio shift (% of multi-tenant retail ABR)
Multi-Tenant Retail Portfolio Composition
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Lifestyle/Mixed-use1
1 Excludes three of the Company’s anticipated redevelopments, Boulevard at the Capital Centre,Reisterstown Road Plaza and Towson Circle
ABR per square foot
$28.44
Small shop sales per square foot
$520
Occupancy cost
8%
Lifestyle Centers & Mixed-Use Properties
2Q 2016 26% 16% 1Q 2013
Power Centers
1Q 2013 45% 35% 2Q 2016
89.9% 93.4% 94.2% 94.1% 93.4% 92.4% 94.4% 95.4% 94.9% 94.9% 88.0% 89.0% 90.0% 91.0% 92.0% 93.0% 94.0% 95.0% 96.0% 97.0% 2012 2013 2014 2015 2Q 2016 Consolidated Occupancy Consolidated Leased Rate
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Retail occupancy1 ABR per square foot1 Blended comparable re-leasing spreads1 Contractual rent increases (basis points)3
18% increase
$14.34 $14.88 $15.41 $16.27 $16.82 $15.71 $16.74 $17.47 $18.13 $18.58 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 2012 2013 2014 2015 2Q 2016 Consolidated Retail ABR PSF Target Market ABR PSF
1 Represents the Company’s total retail operating portfolio 2 Excludes the impact from eight Rite Aid leases within the Company’s single user portfolio that were extended to effectuate the planned 2016 disposition of these assets, four of which were sold inthe second quarter of 2016
3 Represents multi-tenant retail operating portfolio, excluding The Gateway, which the Company sold during the first quarter of 20164.5% 4.6% 5.3% 8.7% 8.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% 2012 2013 2014 2015 YTD 2016
2
75 80 85 85 10 20 30 40 50 60 70 80 90 100 2012 2013 2014 2015
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Note: Represents retail operating portfolio as of June 30, 2016 and excludes month-to-month leases, which comprise 0.4% of retail GLA and 0.5% of retail ABR
retail GLA, expiring over each of the next five years
leases and +6.9% on renewal leases for a blended spread of +8.1% Manageable retail lease expiration profile
1.3% 9.0% 11.1% 14.1% 11.1% 10.2% 36.2% 1.9% 9.3% 13.2% 16.6% 11.2% 11.3% 36.0% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 2016 2017 2018 2019 2020 2021 Thereafter % of Total GLA % of Retail ABR
Top retail tenants
Tenant % of Retail ABR % of Retail Occupied GLA Moody's / S&P Credit Rating Best Buy Co., Inc. 3.0% 3.3% Baa1/BB+ Ahold U.S.A. Inc. 2.7% 2.3% NR/NR Ross Stores, Inc. 2.4% 3.5% A3/A- The TJX Companies, Inc. 2.3% 4.0% A2/A+ Bed Bath & Beyond Inc. 2.1% 2.6% Baa1/BBB+ PetSmart, Inc. 1.9% 2.2% NR/B+ Rite Aid Corporation 1.7% 1.3% B2/B AB Acquisition LLC 1.6% 2.0% NR/NR Regal Entertainment Group 1.6% 0.8% B1/B+ The Home Depot, Inc. 1.5% 2.8% A2/A
exposure to the office supply sector by 42%
Note: Represents retail operating portfolio as of June 30, 2016
1 Excludes three of the Company’s anticipated redevelopments, Boulevard at the Capital Centre, Reisterstown Road Plaza and Towson Circle15
anchored or shadow-anchored by a traditional grocery tenant, with grocer sales of approximately $515 per square foot1
grocers including Trader Joe’s, Fresh Thyme Farmers Market, PCC Natural Markets and Harris Teeter
Compelling grocer portfolio
Internet Resistant 61% Multi-channel 31% Internet Risk 8%
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Internet Resistant % of ABR Restaurant 14% Grocer 9% Discount Retail 9% Service 9% Movie Theatres 4% Pet Stores and Services 3% Drug Stores 3% Financial Services 3% Health Club 2% Medical 2% Other 3% Total 61% Multi-channel Apparel/Accessories 11% Home Improvement/Housewares 10% Sporting Goods/Hobby 6% Specialty 2% Department Stores 1% Toys/Games/Movie Rental 1% Total 31% Internet Risk Electronics 5% Office Supplies 2% Book Stores 1% Total 8%
Omni channel retailing
the transaction
Source: AT Kearney – “On Solid Ground: Brick-and-Mortar Is the Foundation of Omni-Channel Retailing”
LONG-TERM VISION
– New leases signed since the beginning of 2015 contain annual rent increases of approximately 125 basis points1 – Assets that we have acquired since the beginning of 2013 contain annual rent increases of approximately 120 basis points2
– Expect to stabilize at approximately 91%, up from 87% today, representing an incremental increase of approximately $8.8 million in ABR3
– Since initial listing in early 2012, we have reduced our exposure to the office supply sector by 42%
– Washington, D.C./Baltimore corridor: Reisterstown Road Plaza, Towson Circle, Merrifield Town Center II, Boulevard at the Capital Centre and Tysons Corner – Dallas MSA: Parkway Towne Crossing, Shops at Park Place – Seattle MSA: Heritage Square
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1 Represents signed new leases and signed renewal leases, excluding tenant-exercised options, from properties in the multi-tenant retail operating portfolio as of June 30, 2016 2 Excludes properties acquired from our unconsolidated joint ventures 3 Based on our weighted average small shop ABR per square foot of $26.04 and occupancy of 87.0% as of June 30, 201619
as we continue with our repositioning plan
retail assets and our last remaining office asset
economic ways to accelerate our repositioning efforts
Disposition Strategy
term embedded growth and an
well as redevelopment/densification
configuration
target markets
be relevant to our retailer partners and capital providers
performance lies in optimizing our local and regional operating platforms
realized
Rationale Acquisition Strategy
To become a preeminent
Class A retail centers in 10-15 target markets,
feet in each market
Note: Represents multi-tenant retail portfolio as of June 30, 2016
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Target Market Criteria
growth or above-average existing density
topographical, regulatory or density driven
conducive to business activity and growth
realize operational efficiencies
RPAI has identified 10 target markets to date
SEATTLE 1.5 msf CHICAGO 1.1 msf ATLANTA 1.5 msf PHOENIX 0.6 msf D.C/BALTIMORE 3.2 msf NEW YORK (metro) 1.3 msf DALLAS 4.1 msf HOUSTON 1.1 msf AUSTIN 0.4 msf SAN ANTONIO 0.7 msf
Property Name Purchase Price ABR PSF MSA Shoppes at Hagerstown $27.1 million $18.98 Hagerstown Merrifield Town Center II 45.7 million 13.201 Washington, D.C. Oak Brook Promenade 66.0 million 28.59 Chicago The Shoppes at Union Hill 63.1 million 35.63 New York Tacoma South 39.4 million 12.24 Seattle Eastside 23.8 million 27.34 Dallas 2016 Total2 $265.1 million $21.14
1 Excludes 62,000 square feet of storage space 2 Excludes the fee interest acquired April 29, 2016 for a gross purchase price of $13.9 million at the Company’s multi-tenant retail property, Ashland & Roosevelt, located in the Chicago MSA21
D.C./Baltimore MSA1 + 76,000 SF Chicago MSA + 183,000 SF New York MSA + 92,000 SF Seattle MSA
+ 231,000 SF
Dallas MSA + 67,000 SF
Tacoma South – Seattle MSA Eastside – Dallas MSA
centers with a weighted average ABR per square foot of and inline sales of $450 per square foot
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Compelling operating metrics
as Los Angeles, Philadelphia and Miami, with a weighted average ABR per square foot of per square foot in grocer sales
$580 approx.
$19.63
Well-stabilized assets with leased rate of 95.1%
per MSA; we can quickly reduce
assets
average
Eastwood Towne Center Lansing, MI Inline Sales PSF $460 Fullerton Metrocenter Fullerton, CA ABR PSF $23.67
$15.28
Generated over same store NOI growth, year over year in 2015
Note: Represents non-target market multi-tenant retail portfolio
portfolio and the quality of our long-term cash flow stream
1 Based on total capitalization of $6.2 billion as of March 31, 2013 2 Represents consolidated retail transactions from April 1, 2013 through June 30, 201623
Dispositions2 Acquisitions2 % Difference
# of Properties 70 29
8.4 msf 4.4 msf
$12.62 $22.35
77%
Population (3-Mile) 73,000 262,000
259%
$70,000 $100,000
43%
Population (5-Mile) 166,000 528,000
218%
$71,000 $101,000
42%
% of ABR from Target Markets
24 Multi-tenant retail demographics Multi-tenant retail target market concentration
2Q 2016 64%
Population 3 Mile
Multi-tenant retail ABR per square foot
1 Target market information is as of June 30, 2016$14.15 $16.60 $18.58
$13.50 $14.50 $15.50 $16.50 $17.50 $18.50 $19.50
1Q 2013 2Q 2016 2Q 2016 1Q 2013 2Q 2016 Change
New York
0.4 msf 1.3 msf +0.9 msf
Washington, D.C. / Baltimore
2.4 msf 3.2 msf +0.8 msf
Seattle
1.0 msf 1.5 msf +0.5 msf
Austin
0.2 msf 0.4 msf +0.2 msf
Remaining Target Markets
8.2 msf 9.1 msf +0.9 msf
Expansion of target market footprint
% of ABR from Top 50 MSAs
2Q 2016 78% 68% 1Q 2013 43% 1Q 2013
Strategy Announcement Target Markets
2013 2Q 2016 Target Markets1
77K 120K 151K
2013 2Q 2016 Target Markets1
$79K $91K $102K
REDEVELOPMENT OPPORTUNITIES
Our goal is to create a pipeline where we deploy capital, net of air right sales, of $30 to $50 million on an annualized basis
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Property Name MSA Status Key Dates Reisterstown Road Plaza Baltimore Active Q3 2016 Commencement Q4 2017 Targeted Stabilization Towson Circle Baltimore Pipeline 2017 Commencement Boulevard at the Capital Centre Washington, D.C. Pipeline 2018 Commencement Merrifield Town Center II Washington, D.C. Pipeline 2019 Commencement Tysons Corner Washington, D.C. Pipeline 2021 Commencement
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Project Description: Redevelopment through demolishing a portion of the property and reconfiguring the remaining space together with a façade renovation resulting in leasable street retail and a new pocket park for outdoor dining. In addition, a new multi-tenant retail pad building will be added. MSA Total Estimated Costs (000’s) Incremental GLA Targeted Stabilization Projected Incremental Return on Cost Baltimore $11,000 - $12,000 (52,500) Q4 2017 9.5% - 11.5% BEFORE AFTER
CREDIT PROFILE & BALANCE SHEET OVERVIEW
47.1% 39.8% 39.8% 35.1% 36.7%
30.0% 35.0% 40.0% 45.0% 50.0% 55.0%
1.9x 2.2x 2.3x 2.5x 2.8x
1.5x 1.9x 2.3x 2.7x 3.1x 3.5x
34.1% 27.3% 26.6% 18.6% 16.7%
15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0%
Fixed Charge Coverage2 (Long-Term Target => 3.00x) Net Debt / Adjusted EBITDA1 (Long-Term Target = ~6.0x) Secured Debt / Total Assets4 (Long-Term Target = ~15%) Leverage Ratio2 (Long-Term Target = ~40%)
1 For purposes of the Net Debt/Adjusted EBITDA ratio, EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents 2 Chart included solely to show historical compliance with the covenant requirements of our Unsecured Credit Facility and should not be viewed as a measure of our historical or future financialperformance, financial position or cash flow
3 Based on the 2016 Unsecured Credit Facility which closed on January 6, 2016 4 Secured Debt represents notional secured debt and Total Assets is calculated as GAAP book value of total assets excluding the effect of accumulated depreciationSignificant Improvement in Credit Metrics
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3 3
6.6x 5.3x 5.8x 5.8x 5.9x
5.0x 5.5x 6.0x 6.5x 7.0x 7.5x 8.0x 8.5x
$73 5 Revolver Capacity $445 2016 Disposition Guidance $488 4 $225 3 2017 Maturities $227 2018 Maturities $212 2019 Maturities $444 $146 6 $167
$0 $200 $400 $600 $800 $1,000 $1,200 $1,400 Funding Sources Funding Uses
2016 Unsecured Debt Capital Issuance
28% 8% 2% 62% Fixed Rate Debt Floating Rate Debt Preferred Stock Common Stock
The Company has significant balance sheet capacity to fund all debt maturities through the end
Unencumbered NOI ratio2 Balance sheet capacity
($ in millions)
$1.2 billion
Balance sheet composition
Opportunistic Capital 2016 Maturities
1 Represents notional debt 2 For purposes of the Unencumbered NOI ratio, Unencumbered NOI is calculated based on the definitions within our Unsecured Credit Facility 3 Represents the midpoint of the potential unsecured debt capital issuance of $200 - $250 million during the fourth quarter of 2016 4 Represents the midpoint of the Company’s guidance range of $600 - $700 million, less dispositions completed as of June 30. 2016 5 Represents $30 million of cash and cash equivalents and $43 million of disposition proceeds temporarily restricted related to potential Internal Revenue Code Section 1031 tax-deferred exchanges 6 Represents the midpoint of the Company’s guidance range of $375 - $475 million, less acquisitions completed as of June 30, 2016 1Capital Structure Positioned for Growth
2016 Remaining Asset Acquisitions Cash Balance & Temporarily Restricted Cash
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$35
129.5% 42.2% 43.6% 57.6% 58.7% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% Q4'12 Q4'13 Q4'14 Q4'15 Q2'16
$- $50 $100 $150 $200 $250 $300 $350 $400 $450 $500 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Thereafter Fixed Rate Mortgages Term Loan Revolving Line of Credit Unsecured Notes Amortization
Note: Represents notional debt
1 The Company’s unsecured revolving line of credit has total capacity of $750 million, of which $305 million was drawn as of June 30, 201631
markets
14% Debt Yield 16% Debt Yield 23% Debt Yield
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STEVE GRIMES
President & CEO
SHANE GARRISON
COO & CIO
HEATH FEAR
CFO & Treasurer
Steve Grimes is the President and Chief Executive Officer
RPAI. He joined the Company in November 2007 and became President and CEO in October 2009. In 2011 he was also elected to RPAI’s Board
Directors. Mr. Grimes has led RPAI’s transformation into a leading independent
highlighted by the Company’s successful initial listing on the New York Stock Exchange in April
continues to take a proactive approach to the active asset management of the portfolio and the enhancement of the Company’s financial position, championing the Company’s strategic plan to focus on its target markets, owning approximately 3 to 5 million square feet per market, as well as enhancing the Company’s financial profile and brand. Shane Garrison has served as RPAI’s Executive Vice President, Chief Investment Officer and Chief Operating Officer since January 2012. In this role,
functions within the Company, including leasing, property management and asset management, as well as investments, development, joint ventures, information technology and operations. Mr. Garrison has overseen more than 16.2 million square feet of leasing transactions which has resulted in
Company’s IPO in April 2012. He has also spearheaded the Company’s capital recycling program and repositioning, completing over $3.2 billion in transactions through second quarter 2016. Additionally, Mr. Garrison has served as an Executive Committee member of our joint venture entity MS Inland Fund, LLC and as an Advisory Board member of our joint venture entities RC Inland L.P. and RC Inland REIT LP. Heath Fear was appointed as the Company’s executive vice president, chief financial officer and treasurer in August 2015. Mr. Fear is responsible for the oversight of all of the Company’s financial activities, including capital markets, accounting, investor relations, internal audit, internal reporting and treasury. Since joining RPAI, Mr. Fear has overseen several initiatives that have served to further strengthen and enhance the flexibility of the Company’s balance sheet, including the upsizing and extension of the Company’s unsecured credit facility and the establishment of a $250M ATM program and a $250M share repurchase program.
APPENDIX
Definitions and Non-GAAP Reconciliations
Gross Leasable Area (GLA) Gross Leasable Area (GLA) is defined as the aggregate number of square feet available for lease. GLA excludes square footage attributable to third-party managed storage units,
Occupancy Occupancy is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the number of square feet of such property economically occupied by tenants under leases with an initial term of greater than one year, to (b) the aggregate number of square feet for such property. Percent Leased Including Signed Percent Leased Including Signed is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the sum of occupied square feet (pursuant to the definition above) of such property and vacant square feet for which a lease with an initial term of greater than one year has been signed, but rent has not yet commenced, to (b) the aggregate number of square feet for such property. Funds From Operations (FFO) Attributable to Common Shareholders As defined by the National Association of Real Estate Investment Trusts (NAREIT), an industry trade group, Funds From Operations (FFO) means net income (loss) computed in accordance with generally accepted accounting principles (GAAP), excluding gains (or losses) from sales of depreciable real estate, plus depreciation and amortization and impairment charges on depreciable real estate. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. Management believes that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other real estate investment trusts (REITs). We believe that FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the operating performance of REITs. FFO attributable to common shareholders does not represent an alternative to (i) "Net income" or "Net income attributable to common shareholders" as an indicator of our financial performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends. Operating FFO Attributable to Common Shareholders Operating FFO attributable to common shareholders is defined as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events which we do not consider representative of the comparable operating results of our core business platform, our real estate operating portfolio. Specific examples of discrete non-operating transactions and other events include, but are not limited to, the financial statement impact of gains or losses associated with the early extinguishment of debt or
and executive and realignment separation charges, which are otherwise excluded from our calculation of FFO attributable to common shareholders. We believe that Operating FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the operating performance of
indicator of our financial performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
Non-GAAP Financial Measures & Other Definitions
34
Net Operating Income (NOI) We define Net Operating Income (NOI) as all revenues other than straight-line rental income, amortization of lease inducements, amortization of acquired above and below market lease intangibles and lease termination fee income, less real estate taxes and all operating expenses other than straight-line ground rent expense and amortization of acquired ground lease intangibles, which are non-cash items. NOI consists of Same Store NOI and NOI from Other Investment Properties. We believe that NOI, which is a supplemental non- GAAP financial measure, provides an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use NOI to evaluate our performance on a property-by-property basis because this measure allows management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI does not represent an alternative to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as an indicator of our financial performance. Comparison of our presentation of NOI to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Same Store NOI and NOI from Other Investment Properties Same Store NOI for the six months ended June 30, 2016 represents NOI from our same store portfolio consisting of 168 retail operating properties acquired or placed in service and stabilized prior to January 1, 2015. NOI from Other Investment Properties for the six months ended June 30, 2016 represents NOI primarily from properties acquired during 2015 and 2016, our development property, our one remaining office property, three properties where we have begun activities in anticipation of future redevelopment, the properties that were sold or held for sale in 2015 and 2016, the net income from our wholly-owned captive insurance company and the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest on April 29, 2016. For the three months ended June 30, 2016, our same store portfolio consists of 172 retail operating properties inclusive of the same store portfolio for the six months ended June 30, 2016 and four additional retail operating properties acquired during the first quarter of 2015. The financial results reported in Other Investment Properties for the three months ended June 30, 2016 are inclusive of the topics described above for the six months ended June 30, 2016 excluding the four investment properties acquired during the first quarter of 2015. We believe that Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use these measures to evaluate
in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Non-target market multi-tenant retail same store NOI, Target market multi-tenant retail same store NOI and Other same store NOI Non-target market multi-tenant retail same store NOI for the year ended December 31, 2015 represents same store NOI from the multi-tenant retail same store properties located
We believe that non-target market multi-tenant retail same store NOI, target market multi-tenant retail same store NOI and other same store NOI, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Operating income” or “Net income attributable to common shareholders” in accordance with GAAP. We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. Non-target market multi-tenant retail same store NOI, target market multi-tenant retail same store NOI and other same store NOI do not represent alternatives to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of non-target market multi-tenant retail same store NOI, target market multi-tenant retail same store NOI and other same store NOI to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
Non-GAAP Financial Measures & Other Definitions
(continued)
35
Adjusted EBITDA Adjusted EBITDA is a supplemental non-GAAP financial measure and represents net income attributable to common shareholders before interest, income taxes, depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing performance. We believe that Adjusted EBITDA is useful because it allows investors and management to evaluate and compare our performance from period to period in a meaningful and consistent manner in addition to standard financial measurements under GAAP. Adjusted EBITDA should not be considered an alternative to "Net income attributable to common shareholders" as an indicator of our financial
definition and application by such REITs. Net Debt to Adjusted EBITDA Net Debt to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) our total notional debt, excluding unamortized premium, discount and capitalized loan fees, less cash and cash equivalents divided by (ii) Adjusted EBITDA for the prior three months, annualized. We believe that this ratio is useful because it provides investors with information regarding our total notional debt net of cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Adjusted
in definition and application by such REITs. Net Debt and Preferred Stock to Adjusted EBITDA Net Debt and Preferred Stock to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) our total notional debt, excluding unamortized premium, discount and capitalized loan fees, plus preferred stock, less cash and cash equivalents divided by (ii) Adjusted EBITDA for the prior three months, annualized. We believe that this ratio is useful because it provides investors with information regarding our total notional debt and preferred stock, net of cash and cash equivalents, which could be used to repay debt, compared to our performance as measured using Adjusted EBITDA. Comparison of our presentation of Net Debt and Preferred Stock to Adjusted EBITDA to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Unencumbered NOI ratio Unencumbered NOI ratio is a supplemental non-GAAP financial measure and represents (i) NOI from the unencumbered properties in our portfolio, as defined by the agreement that governs our Unsecured Credit Facility (comprised of the unsecured term loans and unsecured revolving line of credit) in effect at the end of the given period, for the trailing twelve month period, divided by (ii) total NOI, as defined by the agreement that governs our Unsecured Credit Facility in effect at the end of the given period, for the same trailing twelve month period. We believe that this ratio is useful because it allows investors and management to understand and evaluate our progress in unencumbering our portfolio. Unencumbered NOI ratio should not be considered an alternative to “Net income attributable to common shareholders” as an indicator of our financial performance. Comparison of
by such REITs. For a complete listing of definitions related to our Unsecured Credit Facility, refer to the Fourth Amended and Restated Credit Agreement filed as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 17, 2016, the Third Amended and Restated Credit Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, dated May 13, 2013, and the Second Amended and Restated Credit Agreement filed as Exhibit 10.4 to Amendment No. 5 of our Form S-11, dated March 9, 2012.
Non-GAAP Financial Measures & Other Definitions
(continued)
36
Reconciliation of Net Income Attributable to Common Shareholders to Same Store NOI
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Three Months Ended June 30, 2016 2015 Net income attributable to common shareholders 26,239 $ 28,321 $ Adjustments to reconcile to Same Store NOI: Preferred stock dividends 2,363 2,363 Gain on sales of investment properties (9,613) (33,641) Depreciation and amortization 53,443 55,798 Provision for impairment of investment properties 4,142 3,944 General and administrative expenses 10,773 14,018 Gain on extinguishment of other liabilities (6,978)
25,977 36,140 Straight-line rental income, net (800) (630) Amortization of acquired above and below market lease intangibles, net (395) (390) Amortization of lease inducements 321 191 Lease termination fees (1,027) (333) Straight-line ground rent expense 764 932 Amortization of acquired ground lease intangibles (140) (140) Other (income) expense, net (302) 306 NOI 104,767 106,879 NOI from Other Investment Properties (11,900) (17,766) Same Store NOI 92,867 $ 89,113 $
Reconciliation of Net Income Attributable to Common Shareholders to Non-Target Market Multi-Tenant Retail Same Store NOI
38
2015 2014 Net income attributable to common shareholders 115,646 $ 33,850 $ Adjustments to reconcile to same store NOI: Preferred stock dividends 9,450 9,450 Net income attributable to noncontrolling interest 528
(121,792) (42,196) Income from discontinued operations
Depreciation and amortization 214,706 215,966 Provision for impairment of investment properties 19,937 72,203 General and administrative expenses 50,657 34,229 Gain on extinguishment of other liabilities
Equity in loss of unconsolidated joint ventures, net
Gain on change in control of investment properties
Interest expense 138,938 133,835 Straight-line rental income, net (3,498) (4,781) Amortization of acquired above and below market lease intangibles, net (3,621) (2,076) Amortization of lease inducements 847 707 Lease termination fees (3,757) (2,667) Straight-line ground rent expense 3,722 3,889 Amortization of acquired ground lease intangibles (560) (560) Other income, net (1,700) (5,459) NOI 419,503 419,555 NOI from Other Investment Properties (73,003) (82,921) Same store NOI 346,500 336,634 Target market multi-tenant retail same store NOI (172,691) (168,485) Other same store NOI (33,912) (33,333) Non-target market multi-tenant retail same store NOI 139,897 $ 134,816 $ Year Ended December 31,
Reconciliation of Net Income Attributable to Common Shareholders to Unencumbered NOI
39
June 30, 2016 2015 2014 2013 2012 Net income (loss) attributable to common shareholders 147,914 $ 115,646 $ 33,850 $ 4,176 $ (710) $ Adjustments to reconcile to NOI: Preferred stock dividends 9,450 9,450 9,450 9,450 263 Net income attributable to noncontrolling interest 528 528
(114,931) (121,792) (42,196) (5,806) (7,843) Income from discontinued operations
(50,675) (6,078) Depreciation and amortization 211,071 214,706 215,966 222,710 208,658 Provision for impairment of investment properties 22,299 19,937 72,203 59,486 1,323 General and administrative expenses 47,826 50,657 34,229 31,533 26,878 Gain on extinguishment of debt (13,653)
Gain on extinguishment of other liabilities (6,978)
1,246 6,307 Gain on sale of joint venture interest
(5,435)
121,494 138,938 133,835 146,805 171,295 Co-venture obligation expense
Straight-line rental income, net (3,684) (3,498) (4,781) 381 (1,186) Amortization of acquired above and below market lease intangibles, net (3,751) (3,621) (2,076) (976) (641) Amortization of lease inducements 1,019 847 707 253 57 Lease termination fees (5,975) (3,757) (2,667) (8,605) (1,225) Straight-line ground rent expense 3,536 3,722 3,889 3,486 3,251 Amortization of acquired ground lease intangibles (560) (560) (560) (93)
Other income, net (1,208) (1,700) (5,459) (4,741) (2,251) NOI 414,397 419,503 419,555 385,696 371,679 Adjustments to reconcile to definition of NOI within the unsecured credit agreement in effect at the end of the period1 (9,820) (19,151) (17,183) 9,317 27,708 NOI, as defined within the unsecured credit agreement in effect at the end of the period 404,577 400,352 402,372 395,013 399,387 Encumbered NOI (167,094) (169,751) (226,992) (228,418) (281,421) Unencumbered NOI 237,483 $ 230,601 $ 175,380 $ 166,595 $ 117,966 $ Unencumbered NOI ratio 58.7% 57.6% 43.6% 42.2% 29.5%
1 Includes, where applicable, the impact of discontinued operations, corporate eliminations and allocations, lease termination fees and the management fee assumption as defined in the unsecured credit agreementYear Ended December 31, Trailing Twelve Months
Reconciliation of Net Income Attributable to Common Shareholders to FFO Attributable to Common Shareholders and Operating FFO Attributable to Common Shareholders
40
Three Months Ended June 30, 2016 Net income attributable to common shareholders 26,239 $ Depreciation and amortization of depreciable real estate 53,100 Provision for impairment of investment properties 4,142 Gain on sales of depreciable investment properties (9,613) FFO attributable to common shareholders 73,868 $ FFO attributable to common shareholders per common share outstanding 0.31 $ FFO attributable to common shareholders 73,868 $ Impact on earnings from the early extinguishment of debt, net 4 Provision for hedge ineffectiveness 3 Gain on extinguishment of other liabilities (6,978) Other (184) Operating FFO attributable to common shareholders 66,713 $ Operating FFO attributable to common shareholders per common share outstanding 0.28 $
Reconciliation of Net Income Attributable to Common Shareholders to Adjusted EBITDA and Reconciliation of Mortgages and Notes Payable, Net, Unsecured Notes Payable, Net, Unsecured Term Loans, Net and Unsecured Revolving Line of Credit to Total Net Debt 41
June 30, 2016 December 31, 2015 December 31, 2014 December 31, 2013 December 31, 2012 Net income attributable to common shareholders 26,239 $ 644 $ 23,502 $ 34,724 $ 13,854 $ Preferred stock dividends 2,363 2,363 2,363 2,363 263 Interest expense 25,977 28,328 32,743 34,804 44,844 Depreciation and amortization 53,443 51,361 52,385 61,378 55,874 Gain on sales of investment properties, net of noncontrolling interest (9,613) (8,050) (26,501) (34,644) (14,814) Gain on sale of joint venture interest — — — (17,499) — Gain on change in control of investment properties — — — (5,435) — Gain on extinguishment of other liabilities (6,978) — — (3,511) — Provision for impairment of investment properties 4,142 15,824 11,825 32,893 2,352 Realignment separation charges — 1,193 — — — Recognized gain on marketable securities — — — — (9,467) Adjusted EBITDA 95,573 $ 91,663 $ 96,317 $ 105,073 $ 92,906 $ Annualized 382,292 $ 366,652 $ 385,268 $ 420,292 $ 371,624 $ June 30, 2016 December 31, 2015 December 31, 2014 December 31, 2013 December 31, 2012 Mortgages and notes payable, net 1,032,287 $ 1,123,136 $ 1,623,729 $ 1,670,185 $ 2,190,797 $ Mortgages payable associated with investment properties held for sale, net
6,423
495,818 495,576 248,541
447,005 447,526 446,465 445,402 296,409 Unsecured revolving line of credit 305,000 100,000
80,000 Total 2,280,110 2,166,238 2,326,669 2,287,010 2,567,206 Mortgage premium, net of accumulated amortization (1,651) (1,865) (3,972) (1,175)
644 1 470 981 1,492 Unsecured notes payable discount, net of accumulated amortization 1,030 1,090
12,311 13,041 15,871 19,058 24,883 Total notional debt 2,292,444 2,178,505 2,339,038 2,305,874 2,593,581 Less: consolidated cash and cash equivalents (29,788) (51,424) (112,292) (58,190) (138,069) Total net debt 2,262,656 $ 2,127,081 $ 2,226,746 $ 2,247,684 $ 2,455,512 $ Net debt to Adjusted EBITDA1 5.9x 5.8x 5.8x 5.3x 6.6x Three Months Ended
1 For the calculation, annualized three months ended adjusted EBITDA was usedReconciliation of Mortgages and Notes Payable, Net to Notional Secured Debt and Reconciliation of Total Assets to Total Assets Excluding the Effect of Accumulated Depreciation
42
June 30, 2016 December 31, 2015 December 31, 2014 December 31, 2013 December 31, 2012 Mortgages and notes payable, net 1,032,287 $ 1,123,136 $ 1,623,729 $ 1,670,185 $ 2,190,797 $ Mortgages payable associated with investment properties held for sale, net
6,423
644 1 470 981 1,492 Capitalized loan fees, net of accumulated amortization, including amounts associated with investment properties held for sale 6,164 7,233 10,877 14,460 21,292 Premium, net of accumulated amortization (1,651) (1,865) (3,972) (1,175)
1,037,444 1,128,505 1,639,038 1,690,874 2,213,581 Total assets 4,708,336 4,621,251 4,787,989 4,858,518 5,212,544 Accumulated depreciation 1,476,970 1,433,195 1,365,471 1,330,474 1,275,787 Accumulated depreciation associated with investment properties held for sale 9,254
2,206 17 Total assets excluding the effect of accumulated depreciation 6,194,560 $ 6,054,446 $ 6,158,818 $ 6,191,198 $ 6,488,348 $ Secured Debt / Total Assets 16.7% 18.6% 26.6% 27.3% 34.1%
Non-GAAP Guidance Reconciliation – Operating FFO Guidance
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Low High Net income attributable to common shareholders 1.04 $ 1.07 $ Depreciation and amortization of depreciable real estate 0.90 0.90 Provision for impairment of investment properties 0.02 0.02 Gain on sales of depreciable investment properties (0.85) (0.85) FFO attributable to common shareholders 1.11 $ 1.14 $ Impact on earnings from the early extinguishment of debt, net (0.05) (0.05) Provision for hedge ineffectiveness
0.01 0.01 Gain on extinguishment of other liabilities (0.03) (0.03) Operating FFO attributable to common shareholders 1.04 $ 1.07 $ Per Share Guidance Range Full Year 2016