EX-99.2 3 ex-9926x30x16.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2








RETAIL PROPERTIES OF AMERICA, INC. REPORTS
SECOND QUARTER AND YEAR TO DATE RESULTS
Oak Brook, IL – August 2, 2016 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and six months ended June 30, 2016.
FINANCIAL RESULTS
For the quarter ended June 30, 2016, the Company reported:
Net income attributable to common shareholders of $26.2 million, or $0.11 per share, compared to $28.3 million, or $0.12 per share, for the same period in 2015;
Funds from operations (FFO) attributable to common shareholders of $73.9 million, or $0.31 per share, compared to $54.1 million, or $0.23 per share, for the same period in 2015; and
Operating funds from operations (Operating FFO) attributable to common shareholders of $66.7 million, or $0.28 per share, compared to $61.9 million, or $0.26 per share, for the same period in 2015.
For the six months ended June 30, 2016, the Company reported:
Net income attributable to common shareholders of $71.3 million, or $0.30 per share, compared to $39.0 million, or $0.16 per share, for the same period in 2015;
FFO attributable to common shareholders of $150.3 million, or $0.64 per share, compared to $114.7 million, or $0.49 per share, for the same period in 2015; and
Operating FFO attributable to common shareholders of $132.5 million, or $0.56 per share, compared to $124.2 million, or $0.53 per share, for the same period in 2015.
OPERATING RESULTS
For the quarter ended June 30, 2016, the Company’s portfolio results were as follows:
4.2% increase in same store net operating income (NOI) over the comparable period in 2015;
Total same store portfolio percent leased, including leases signed but not commenced: 95.6% at June 30, 2016, up 40 basis points from 95.2% at both March 31, 2016 and June 30, 2015;
Total portfolio percent leased, including leases signed but not commenced: 95.0% at June 30, 2016, up 30 basis points from 94.7% at March 31, 2016 and up 50 basis points from 94.5% at June 30, 2015;
Retail portfolio percent leased, including leases signed but not commenced: 94.9% at June 30, 2016, up 30 basis points from 94.6% at March 31, 2016 and up 50 basis points from 94.4% at June 30, 2015;
Retail portfolio annualized base rent (ABR) per occupied square foot of $16.82 at June 30, 2016, up 4.9% from $16.03 ABR per occupied square foot at June 30, 2015;
920,000 square feet of retail leasing transactions comprised of 129 new and renewal leases; and
Positive comparable cash leasing spreads of 16.3% on new leases and 6.9% on renewal leases for a blended spread of 8.1%.

n Retail Properties of America, Inc.
T: 800.541.7661
www.rpai.com    2021 Spring Road, Suite 200
Oak Brook, IL 60523


For the six months ended June 30, 2016, the Company’s portfolio results were as follows:
3.2% increase in same store NOI over the comparable period in 2015;
1,709,000 square feet of retail leasing transactions comprised of 269 new and renewal leases; and
Positive comparable cash blended leasing spreads of 7.3%, consisting of 7.1% on renewal leases and 8.5% on new leases. Excluding the impact from eight Rite Aid leases within the Company’s single-user retail portfolio that were extended to effectuate the planned 2016 disposition of these assets, four of which were sold in the second quarter, comparable cash blended leasing spreads were 8.0%, including 7.9% on renewal leases.
“Our Class A portfolio continues to produce results as highlighted by our strong quarterly same store NOI growth of 4.2%,” stated Steve Grimes, president and chief executive officer. “Additionally, we have made substantial progress toward achieving our 2016 capital recycling goals with over $400 million of non-target assets sold or under contract and we have expanded our footprint in our target markets with acquisitions in the Washington, D.C., Chicago, New York, Seattle and Dallas MSAs. We have seen a marked increase in leasing momentum at our Zurich Towers office property since the announcement of the Paylocity lease and we remain keenly focused on unlocking embedded value and monetizing this last remaining office asset.”
INVESTMENT ACTIVITY
Dispositions
During the quarter, the Company completed $34.2 million of dispositions, which included the sales of eight single-user retail assets and one single-user outparcel. Subsequent to quarter end, the Company completed $54.8 million of dispositions, which included sales of two non-target multi-tenant retail assets for $48.0 million and two single-user retail assets for $6.8 million.
Additionally, the Company is under contract to sell four non-target multi-tenant retail assets for $170.5 million and six single-user retail assets for $26.5 million. These transactions are expected to close during the third quarter of 2016, subject to satisfaction of customary closing conditions. Year to date, the Company has completed or is under contract for $413.9 million of dispositions.
Acquisitions
During the quarter, the Company completed $126.3 million of acquisitions, which included the previously announced acquisition of The Shoppes at Union Hill located in the New York Metropolitan Statistical Area (MSA), in addition to Eastside in the Dallas MSA and Tacoma South in the Seattle MSA. Also, as previously announced, the Company acquired the fee interest in one of its multi-tenant retail properties for a gross purchase price of $13.9 million.
Year to date, the Company has completed $278.8 million of acquisitions, primarily on an unencumbered basis, with a weighted average ABR per occupied square foot of $21.14.
Eastside – Dallas MSA
Eastside was acquired for a gross purchase price of $23.8 million. The property is a 67,000 square foot mixed-use center that consists of 44,000 square feet of retail space and 23,000 square feet of office space. The property is located in Richardson, Texas at the intersection of U.S. 75 and Campbell Road and benefits from traffic volumes in excess of 324,000 vehicles per day. Eastside is adjacent to 435 high-end apartment units and a 10-story, 180,000 square foot Class A office tower. The property generates inline sales productivity of approximately $500 per square foot and is 93.9% leased to a mix of national and regional tenants. The center is one mile from two DART Red Line Stations and is surrounded by the Telecom Corridor, which includes approximately 215,000 employees within five miles, making it one of the densest high-tech areas in the U.S.

ii


Tacoma South – Seattle MSA
Tacoma South was acquired for a gross purchase price of $39.4 million. Located in Tacoma, Washington, the property is a 231,000 square foot community center that is 97.4% leased and anchored by the only Bass Pro Shop in the state of Washington. The property is situated with great visibility and access from I-5 and benefits from a strong population profile, with 265,000 people within a five-mile radius.
ZURICH TOWERS
As previously announced, the Company signed a 15-year lease with Paylocity for approximately 309,000 square feet at its Zurich Towers office property, achieving a re-leasing spread of 28.1%. Paylocity will phase into its total footprint beginning in late 2016 and continuing through early 2019. Zurich Towers is a Class A office property with twin 20-story towers totaling approximately 895,000 square feet and is located in Schaumburg, Illinois. The property is situated adjacent to Woodfield Mall, a Class A shopping mall easily accessible from two major highways.
BALANCE SHEET AND CAPITAL MARKETS ACTIVITY
As of June 30, 2016, the Company had approximately $2.3 billion of consolidated indebtedness, which resulted in a net debt to adjusted EBITDA ratio of 5.9x, or a net debt and preferred stock to adjusted EBITDA ratio of 6.3x. Consolidated indebtedness had a weighted average contractual interest rate of 4.25% and a weighted average maturity of 4.6 years.
During the quarter, the Company repaid $6.6 million of mortgage debt, excluding amortization, with an interest rate of 7.30% and assumed a $16.0 million mortgage with an interest rate of 3.75% that matures in 2031 in connection with the acquisition of The Shoppes at Union Hill. In addition, the Company entered into an interest rate swap agreement to effectively fix the interest rate on $150.0 million of borrowings under its $250.0 million unsecured term loan at 0.6735% plus a credit spread through December 31, 2017. As of June 30, 2016, the all-in rate was 1.9735%.
GUIDANCE
The Company’s guidance for net income attributable to common shareholders is a range of $1.04 to $1.07 per share. The Company is revising its 2016 Operating FFO guidance range to $1.04 to $1.07 per share from $1.03 to $1.07 per share, based, in part, on the following assumptions:
2016 same store NOI growth in the range of 2.5% to 3.5%;
2016 general and administrative expenses in the range of $45 to $47 million;
2016 dispositions in the range of $600 to $700 million;
2016 acquisitions in the range of $375 to $475 million; and
2016 unsecured debt capital issuance of $200 to $250 million during the fourth quarter of 2016, depending on market conditions.
DIVIDEND
On July 28, 2016, the Company declared the third quarter 2016 Series A preferred stock distribution of $0.4375 per preferred share, for the period beginning July 1, 2016, which will be paid on September 30, 2016 to preferred shareholders of record on September 20, 2016.
On July 28, 2016, the Company also declared the third quarter 2016 quarterly cash dividend of $0.165625 per share on its outstanding Class A common stock, which will be paid on October 7, 2016 to Class A common shareholders of record on September 26, 2016.

iii


WEBCAST AND SUPPLEMENTAL INFORMATION
The Company’s management team will hold a webcast on Wednesday, August 3, 2016 at 10:00 AM (ET), to discuss its quarterly financial results and operating performance, as well as business highlights and outlook. In addition, the Company may discuss business and financial developments and trends and other matters affecting the Company, some of which may not have been previously disclosed.
A live webcast will be available online on the Company’s website at www.rpai.com in the Investor Relations section. The conference call can be accessed by dialing (877) 705-6003 or (201) 493-6725 for international participants. Please dial in at least ten minutes prior to the start of the call to register.
A replay of the webcast will be available. To listen to the replay, please go to www.rpai.com in the Investor Relations section of the website and follow the instructions. A replay of the call will be available from 1:00 PM (ET) on August 3, 2016 until midnight (ET) on August 17, 2016. The replay can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers and entering pin number 13638171.
The Company has also posted supplemental financial and operating information and other data in the Investor Relations section of its website.
ABOUT RPAI
Retail Properties of America, Inc. is a REIT and is one of the largest owners and operators of high quality, strategically located shopping centers in the United States. As of June 30, 2016, the Company owned 185 retail operating properties representing 28.1 million square feet. The Company is publicly traded on the New York Stock Exchange under the ticker symbol RPAI. Additional information about the Company is available at www.rpai.com.
SAFE HARBOR LANGUAGE
The statements and certain other information contained in this press release, which can be identified 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, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These forward-looking statements reflect the Company’s current views about its plans, intentions, expectations, strategies and prospects, which are based on the information currently available to the Company and on assumptions it has made. Although the Company believes that its plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, the Company can give no assurance that such plans, intentions, expectations or strategies will be attained or achieved. Furthermore, these forward-looking statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment. Such risks and uncertainties could cause actual results to differ materially from those projected. These uncertainties include, but are not limited to, economic, business and financial conditions, and changes in the Company’s industry and changes in the real estate markets in particular, rental rates and/or vacancy rates, frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants, bankruptcy or insolvency of a major tenant or a significant number of smaller tenants, including The Sports Authority, Inc., which filed for bankruptcy in March 2016, interest rates or operating costs, real estate valuations, potentially resulting in impairment charges, the availability, terms and deployment of capital, general volatility of the capital and credit markets and the market price of the Company’s Class A common stock, risks generally associated with real estate acquisitions, dispositions and redevelopment, including the impact of construction delays and cost overruns, the Company’s ability to effectively manage growth, competitive and cost factors, the ability of the Company to enter into new leases or renew leases on favorable terms, the Company's ability to create long-term shareholder value, satisfaction of closing conditions to the pending transactions described herein, the Company’s failure to successfully execute its non-target disposition program and capital recycling efforts, regulatory changes and other risk factors, including those detailed in the sections of the Company’s most recent Forms 10-K and 10-Q filed with the SEC titled “Risk Factors”. The Company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

iv


NON-GAAP FINANCIAL MEASURES
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. The Company has adopted the NAREIT definition in its computation of FFO attributable to common shareholders. The Company believes that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing its performance and operations to those of other real estate investment trusts (REITs). The Company believes 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 the Company’s financial performance, or (ii) “Cash flows from operating activities” in accordance with GAAP as a measure of the Company’s capacity to fund cash needs, including the payment of dividends.
The Company also reports Operating FFO attributable to common shareholders, which is defined as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events which the Company does not consider representative of the comparable operating results of the Company’s core business platform, its 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 other liabilities, impairment charges to write down the carrying value of assets other than depreciable real estate, actual or anticipated settlement of litigation involving the Company and executive and realignment separation charges, which are otherwise excluded from the Company’s calculation of FFO attributable to common shareholders. The Company believes 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 REITs. Operating 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 the Company’s financial performance, or (ii) “Cash flows from operating activities” in accordance with GAAP as a measure of the Company’s capacity to fund cash needs, including the payment of dividends. Comparison of the Company’s 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.
The Company also reports Net Operating Income (NOI), which it defines 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. Same Store NOI for the six months ended June 30, 2016 represents NOI from the Company’s 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, the Company’s development property, the Company’s one remaining office property, three properties where the Company has begun activities in anticipation of future redevelopment, the properties that were sold or held for sale in 2015 and 2016, the net income from the Company’s 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, the Company’s 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. The Company believes that NOI, Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Operating income” or “Net income attributable to common shareholders” in accordance with GAAP. The Company uses these measures to evaluate its 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 the Company’s operating results. NOI, Same Store NOI and NOI from Other Investment Properties do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indicators of the Company’s financial performance. Comparison of the Company’s presentation of NOI, Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
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 the Company does not consider indicative of its ongoing performance. The Company believes that Adjusted EBITDA is useful because it allows investors and management to evaluate and compare the Company’s

v


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 the Company’s financial performance. Comparison of the Company’s presentation of 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.
Net Debt to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) the Company’s 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. The Company believes that this ratio is useful because it provides investors with information regarding its total notional debt net of cash and cash equivalents, which could be used to repay debt, compared to the Company’s performance as measured using Adjusted EBITDA. Comparison of the Company’s presentation of Net Debt 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.
Net Debt and Preferred Stock to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) the Company’s 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. The Company believes that this ratio is useful because it provides investors with information regarding its total notional debt and preferred stock, net of cash and cash equivalents, which could be used to repay debt, compared to the Company’s performance as measured using Adjusted EBITDA. Comparison of the Company’s 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.
CONTACT INFORMATION
Michael Fitzmaurice, VP – Finance
Retail Properties of America, Inc.
(630) 634-4233

vi



Retail Properties of America, Inc.
FFO Attributable to Common Shareholders and
Operating FFO Attributable to Common Shareholders Guidance
 
 
 
 
Per Share Guidance Range
Full Year 2016
 
 
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
 

 

Provision for impairment of non-depreciable investment property
 
0.01

 
0.01

Gain on extinguishment of other liabilities
 
(0.03
)
 
(0.03
)
Operating FFO attributable to common shareholders
 
$
1.04

 
$
1.07




vii



Retail Properties of America, Inc.
Condensed Consolidated Balance Sheets
(amounts in thousands, except par value amounts)
(unaudited)
 

 
 
June 30,
2016
 
December 31,
2015
Assets
 
 

 
 

Investment properties:
 
 

 
 

Land
 
$
1,281,900

 
$
1,254,131

Building and other improvements
 
4,459,618

 
4,428,554

Developments in progress
 
3,000

 
5,157

 
 
5,744,518

 
5,687,842

Less accumulated depreciation
 
(1,476,970
)
 
(1,433,195
)
Net investment properties (includes $115,222 and $0 from consolidated
variable interest entities, respectively)
 
4,267,548

 
4,254,647

 
 
 
 
 
Cash and cash equivalents
 
29,788

 
51,424

Accounts and notes receivable (net of allowances of $7,148 and $7,910, respectively)
 
79,523

 
82,804

Acquired lease intangible assets, net
 
146,522

 
138,766

Assets associated with investment properties held for sale
 
48,533

 

Other assets, net
 
136,422

 
93,610

Total assets
 
$
4,708,336

 
$
4,621,251

 
 
 
 
 
Liabilities and Equity
 
 

 
 

Liabilities:
 
 

 
 

Mortgages payable, net (includes unamortized premium of $1,651 and $1,865,
respectively, unamortized discount of $(644) and $(1), respectively, and
unamortized capitalized loan fees of $(6,164) and $(7,233), respectively)
 
$
1,032,287

 
$
1,123,136

Unsecured notes payable, net (includes unamortized discount of $(1,030) and ($1,090),
respectively, and unamortized capitalized loan fees of $(3,152) and $(3,334), respectively)
 
495,818

 
495,576

Unsecured term loans, net (includes unamortized capitalized loan fees of $(2,995)
and $(2,474), respectively)
 
447,005

 
447,526

Unsecured revolving line of credit
 
305,000

 
100,000

Accounts payable and accrued expenses
 
56,137

 
69,800

Distributions payable
 
39,320

 
39,297

Acquired lease intangible liabilities, net
 
108,602

 
114,834

Liabilities associated with investment properties held for sale
 
5,208

 

Other liabilities
 
69,886

 
75,745

Total liabilities
 
2,559,263

 
2,465,914

 
 
 
 
 
Commitments and contingencies
 
 

 
 

 
 
 
 
 
Equity:
 
 

 
 

Preferred stock, $0.001 par value, 10,000 shares authorized, 7.00% Series A cumulative
redeemable preferred stock, 5,400 shares issued and outstanding as of June 30, 2016
and December 31, 2015; liquidation preference $135,000
 
5

 
5

Class A common stock, $0.001 par value, 475,000 shares authorized,
237,383 and 237,267 shares issued and outstanding as of June 30, 2016
and December 31, 2015, respectively
 
237

 
237

Additional paid-in capital
 
4,932,953

 
4,931,395

Accumulated distributions in excess of earnings
 
(2,783,560
)
 
(2,776,215
)
Accumulated other comprehensive loss
 
(562
)
 
(85
)
Total equity
 
2,149,073

 
2,155,337

Total liabilities and equity
 
$
4,708,336

 
$
4,621,251



2nd Quarter 2016 Supplemental Information
 
1



Retail Properties of America, Inc.
Condensed Consolidated Statements of Operations
(amounts in thousands, except per share amounts)
(unaudited)
 

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues
 
 
 
 
 
 

 
 

Rental income
 
$
115,194

 
$
119,022

 
$
230,454

 
$
238,810

Tenant recovery income
 
29,654

 
29,416

 
60,010

 
60,716

Other property income
 
2,378

 
2,450

 
5,401

 
4,559

Total revenues
 
147,226

 
150,888

 
295,865

 
304,085

 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 

 
 

Operating expenses
 
20,092

 
23,153

 
43,153

 
48,848

Real estate taxes
 
21,090

 
20,486

 
41,029

 
40,996

Depreciation and amortization
 
53,443

 
55,798

 
106,839

 
110,474

Provision for impairment of investment properties
 
4,142

 
3,944

 
6,306

 
3,944

General and administrative expenses
 
10,773

 
14,018

 
22,179

 
25,010

Total expenses
 
109,540

 
117,399

 
219,506

 
229,272

 
 
 
 
 
 
 
 
 
Operating income
 
37,686

 
33,489

 
76,359

 
74,813

 
 
 
 
 
 
 
 
 
Gain on extinguishment of debt
 

 

 
13,653

 

Gain on extinguishment of other liabilities
 
6,978

 

 
6,978

 

Interest expense
 
(25,977
)
 
(36,140
)
 
(52,741
)
 
(70,185
)
Other income (expense), net
 
302

 
(306
)
 
427

 
919

Income (loss) from continuing operations
 
18,989

 
(2,957
)
 
44,676

 
5,547

Gain on sales of investment properties
 
9,613

 
33,641

 
31,352

 
38,213

Net income
 
28,602

 
30,684

 
76,028

 
43,760

Preferred stock dividends
 
(2,363
)
 
(2,363
)
 
(4,725
)
 
(4,725
)
Net income attributable to common shareholders
 
$
26,239

 
$
28,321

 
$
71,303

 
$
39,035

 
 
 
 
 
 
 
 
 
Earnings per common share – basic and diluted
 
 
 
 
 
 

 
 

Net income per common share attributable to common shareholders
 
$
0.11

 
$
0.12

 
$
0.30

 
$
0.16

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – basic
 
236,716

 
236,354

 
236,647

 
236,302

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – diluted
 
236,902

 
236,356

 
236,781

 
236,305



2nd Quarter 2016 Supplemental Information
 
2




Retail Properties of America, Inc.
Funds From Operations (FFO) Attributable to Common Shareholders,
Operating FFO Attributable to Common Shareholders and Additional Information
(dollar amounts in thousands, except per share amounts)
(unaudited)


FFO attributable to common shareholders and Operating FFO attributable to common shareholders (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Net income attributable to common shareholders
 
$
26,239

 
$
28,321

 
$
71,303

 
$
39,035

Depreciation and amortization of depreciable real estate
 
53,100

 
55,523

 
106,194

 
109,924

Provision for impairment of investment properties
 
4,142

 
3,944

 
4,142

 
3,944

Gain on sales of depreciable investment properties
 
(9,613
)
 
(33,641
)
 
(31,352
)
 
(38,213
)
FFO attributable to common shareholders
 
$
73,868

 
$
54,147

 
$
150,287

 
$
114,690

 
 
 
 
 
 
 
 
 
FFO attributable to common shareholders
per common share outstanding
 
$
0.31

 
$
0.23

 
$
0.64

 
$
0.49

 
 
 
 
 
 
 
 
 
FFO attributable to common shareholders
 
$
73,868

 
$
54,147

 
$
150,287

 
$
114,690

Impact on earnings from the early extinguishment of debt, net
 
4

 
4,231

 
(12,842
)
 
7,017

Provision for hedge ineffectiveness
 
3

 
4

 
3

 
(21
)
Provision for impairment of non-depreciable investment property
 

 

 
2,164

 

Gain on extinguishment of other liabilities
 
(6,978
)
 

 
(6,978
)
 

Executive separation charges (b)
 

 
3,537

 

 
3,537

Other (c)
 
(184
)
 

 
(184
)
 
(1,000
)
Operating FFO attributable to common shareholders
 
$
66,713

 
$
61,919

 
$
132,450

 
$
124,223

 
 
 
 
 
 
 
 
 
Operating FFO attributable to common shareholders
per common share outstanding
 
$
0.28

 
$
0.26

 
$
0.56

 
$
0.53

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – basic
 
236,716

 
236,354

 
236,647

 
236,302

Dividends declared per common share
 
$
0.165625

 
$
0.165625

 
$
0.33125

 
$
0.33125

 
 
 
 
 
 
 
 
 
Additional Information (d)
 
 
 
 
 
 

 
 

Lease-related expenditures (e)
 
 
 
 
 
 
 
 
Same store
 
$
12,298

 
$
6,403

 
$
18,313

 
$
12,856

Other investment properties
 
$
438

 
$
2,725

 
$
3,076

 
$
5,862

 
 
 
 
 
 
 
 
 
Capital expenditures (f)
 
 
 
 
 
 
 
 
Same store
 
$
6,786

 
$
4,853

 
$
9,475

 
$
6,752

Other investment properties
 
$
5,085

 
$
590

 
$
5,319

 
$
1,586

 
 
 
 
 
 
 
 
 
Straight-line rental income, net
 
$
800

 
$
630

 
$
1,828

 
$
1,642

Amortization of above and below market lease intangibles
and lease inducements
 
$
74

 
$
199

 
$
419

 
$
461

Non-cash ground rent expense (g)
 
$
624

 
$
792

 
$
1,400

 
$
1,586



(a)
Refer to page 19 for definitions of FFO attributable to common shareholders and Operating FFO attributable to common shareholders.
(b)
Included in "General and administrative expenses" in the condensed consolidated statements of operations.
(c)
Consists of the impact on earnings from net settlements and easement proceeds, which are included in "Other income (expense), net" in the condensed consolidated statements of operations.
(d)
The same store portfolio for the six months ended June 30, 2016 consists of 168 retail operating properties. The same store portfolio for the three months ended June 30, 2016 consists of 172 retail operating properties. Refer to pages 19 – 22 for definitions and reconciliations of non-GAAP financial measures.
(e)
Consists of payments for tenant improvements, lease commissions and lease inducements and excludes developments in progress.
(f)
Consists of payments for building, site and other improvements, net of anticipated recoveries, and excludes developments in progress.
(g)
Includes amortization of acquired ground lease intangibles.

2nd Quarter 2016 Supplemental Information
 
3



Retail Properties of America, Inc.
Supplemental Financial Statement Detail
(amounts in thousands)
(unaudited)


 
Supplemental Balance Sheet Detail
 
June 30,
2016
 
December 31,
2015
Accounts and Notes Receivable
 
 

 
 

Accounts and notes receivable (net of allowances of $6,241 and $7,052, respectively)
 
$
28,494

 
$
30,143

Straight-line receivables (net of allowances of $907 and $858, respectively)
 
51,029

 
52,661

Total
 
$
79,523

 
$
82,804

 
 
 
 
 
Other Assets, Net
 
 

 
 

Deferred costs, net
 
$
32,135

 
$
27,132

Restricted cash and escrows
 
70,761

 
35,804

Other assets, net
 
33,526

 
30,674

Total
 
$
136,422

 
$
93,610

 
 
 
 
 
Other Liabilities
 
 

 
 

Unearned income
 
$
16,365

 
$
22,216

Straight-line ground rent liability
 
29,943

 
35,241

Fair value of derivatives
 
565

 
85

Other liabilities
 
23,013

 
18,203

Total
 
$
69,886

 
$
75,745

 
 
 
 
 
Developments in Progress
 
 

 
 

Property available for future development
 
$
3,000

 
$
5,157

 
 
 
 
 
 
Supplemental Statements of Operations Detail
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Rental Income
 
 

 
 

 
 

 
 

Base rent
 
$
113,213

 
$
116,530

 
$
225,197

 
$
233,527

Percentage and specialty rent
 
1,107

 
1,663

 
3,010

 
3,180

Straight-line rent
 
800

 
630

 
1,828

 
1,642

Amortization of above and below market lease intangibles and lease inducements
 
74

 
199

 
419

 
461

Total
 
$
115,194

 
$
119,022

 
$
230,454

 
$
238,810

 
 
 
 
 
 
 
 
 
Other Property Income
 
 

 
 

 
 

 
 

Lease termination income
 
$
1,027

 
$
333

 
$
2,685

 
$
467

Other property income
 
1,351

 
2,117

 
2,716

 
4,092

Total
 
$
2,378

 
$
2,450

 
$
5,401

 
$
4,559

 
 
 
 
 
 
 
 
 
Property Operating Expense Supplemental Information
 
 
 
 
 
 
 
 
Bad Debt Expense
 
$
17

 
$
239

 
$
619

 
$
1,221

Non-Cash Ground Rent Expense (a)
 
$
624

 
$
792

 
$
1,400

 
$
1,586

 
 
 
 
 
 
 
 
 
General and Administrative Expense Supplemental Information
 
 
 
 
 
 
 
 
Acquisition Costs
 
$
351

 
$
287

 
$
690

 
$
1,198

Non-Cash Amortization of Stock-based Compensation
 
$
1,675

 
$
4,730

 
$
3,699

 
$
6,040

 
 
 
 
 
 
 
 
 
Additional Supplemental Information
 
 
 
 
 
 
 
 
Capitalized Compensation Costs – Construction and Development
 
$
241

 
$

 
$
502

 
$

Capitalized Internal Leasing Incentives
 
$
85

 
$
121

 
$
164

 
$
255

Capitalized Interest
 
$

 
$

 
$

 
$



(a)
Includes amortization of acquired ground lease intangibles.

2nd Quarter 2016 Supplemental Information
 
4



Retail Properties of America, Inc.
Same Store Net Operating Income (NOI)
(dollar amounts in thousands)
(unaudited)


Same store portfolio (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30 based on
Same store portfolio for the
Three Months Ended June 30, 2016
 
As of June 30 based on
Same store portfolio for the
Six Months Ended June 30, 2016
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of retail operating properties in same store portfolio
 
172

 
172

 

 
168

 
168

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Occupancy
 
94.1
%
 
93.6
%
 
0.5
%
 
94.1
%
 
93.7
%
 
0.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent leased (b)
 
95.6
%
 
95.2
%
 
0.4
%
 
95.6
%
 
95.3
%
 
0.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 

Same Store NOI (c)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
Change
 
2016
 
2015
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
 
Base rent
 
$
100,113

 
$
97,065

 
 
 
$
190,601

 
$
186,859

 
 
Percentage and specialty rent
 
853

 
1,039

 
 
 
2,249

 
1,917

 
 
Tenant recovery income
 
26,845

 
25,555

 
 
 
50,637

 
50,179

 
 
Other property operating income (d)
 
957

 
1,002

 
 
 
1,786

 
1,955

 
 
 
 
128,768

 
124,661

 
 
 
245,273

 
240,910

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating expenses (e)
 
16,917

 
17,630

 
 
 
33,271

 
34,803

 
 
Bad debt expense
 
(58
)
 
171

 
 
 
2

 
684

 
 
Real estate taxes
 
19,042

 
17,747

 
 
 
35,490

 
34,363

 
 
 
 
35,901

 
35,548

 
 
 
68,763

 
69,850

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Same Store NOI (c)
 
$
92,867

 
$
89,113

 
4.2
%
 
$
176,510

 
$
171,060

 
3.2
%


(a)
For the six months ended June 30, 2016, our same store portfolio consists of 168 retail operating properties and excludes properties acquired or placed in service and stabilized during 2015 and 2016, our development property, our one remaining office property, three properties where we have begun activities in anticipation of future redevelopment and investment properties sold or classified as held for sale during 2015 and 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 properties acquired during the first quarter of 2015.
(b)
Includes leases signed but not commenced.
(c)
Refer to pages 19 – 22 for definitions and reconciliations of non-GAAP financial measures. Comparison of our presentation of 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.
(d)
Consists of all operating items included in "Other property income" in the condensed consolidated statements of operations, which include all items other than lease termination fee income.
(e)
Consists of all property operating items included in "Operating expenses" in the condensed consolidated statements of operations, which include all items other than straight-line ground rent expense and amortization of acquired ground lease intangibles, which are non-cash items.

2nd Quarter 2016 Supplemental Information
 
5



Retail Properties of America, Inc.
Capitalization
(dollar amounts in thousands, except share price and ratios)
 

Capitalization Data
 
 
 
 
 
 
June 30,
2016
 
December 31,
2015
Equity Capitalization
 
 

 
 

Common stock shares outstanding (a)
 
237,383

 
237,267

Common share price
 
$
16.90

 
$
14.77

 
 
4,011,773

 
3,504,434

Series A preferred stock
 
135,000

 
135,000

Total equity capitalization
 
$
4,146,773

 
$
3,639,434

 
 
 
 
 
Debt Capitalization
 
 

 
 

Mortgages payable (b)
 
$
1,037,444

 
$
1,128,505

Unsecured notes payable (c)
 
500,000

 
500,000

Unsecured term loans (d)
 
450,000

 
450,000

Unsecured revolving line of credit
 
305,000

 
100,000

Total debt capitalization
 
$
2,292,444

 
$
2,178,505

 
 
 
 
 
Total capitalization at end of period
 
$
6,439,217

 
$
5,817,939

 

Calculation of Net Debt to Adjusted EBITDA Ratios (e)
 
 
 
 
 
 
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
Total notional debt
 
$
2,292,444

 
$
2,178,505

Less: consolidated cash and cash equivalents
 
(29,788
)
 
(51,424
)
Total net debt
 
$
2,262,656

 
$
2,127,081

Total net debt and preferred stock
 
$
2,397,656

 
$
2,262,081

Adjusted EBITDA (f)
 
$
382,292

 
$
366,652

Net Debt to Adjusted EBITDA
 
5.9x

 
5.8x

Net Debt and Preferred Stock to Adjusted EBITDA
 
6.3x

 
6.2x



(a)
Excludes performance restricted stock units and options outstanding, which could potentially convert into common stock in the future.
(b)
Mortgages payable excludes mortgage premium of $1,651 and $1,865, discount of $(644) and $(1) and capitalized loan fees of $(6,164) and $(7,233), net of accumulated amortization, as of June 30, 2016 and December 31, 2015, respectively.
(c)
Unsecured notes payable exclude discount of $(1,030) and $(1,090) and capitalized loan fees of $(3,152) and $(3,334), net of accumulated amortization, as of June 30, 2016 and December 31, 2015, respectively.
(d)
Unsecured term loans exclude capitalized loan fees of $(2,995) and $(2,474), net of accumulated amortization, as of June 30, 2016 and December 31, 2015, respectively.
(e)
Refer to pages 19 – 22 for definitions and reconciliations of non-GAAP financial measures.
(f)
For purposes of these ratio calculations, annualized three months ended figures were used.

2nd Quarter 2016 Supplemental Information
 
6





Retail Properties of America, Inc.
Covenants

 
Unsecured Credit Facility and Series A and B Notes (a)
 
 
 
 
 
Covenant
 
June 30, 2016
 
 
 
 
 

Leverage ratio (b)
 
< 60.0%
(b)
36.7
%
 
 
 
 
 

Secured leverage ratio (b)
Unsecured Credit Facility:
Series A and B notes:
< 45.0%
< 40.0%
(b)
16.6
%
 
 
 
 
 
Fixed charge coverage ratio (c)
 
> 1.50x
 
2.8x

 
 
 
 
 

Interest coverage ratio (d)
 
> 1.50x
 
3.3x

 
 
 
 
 
Unencumbered leverage ratio (b)
 
< 60.0%
(b)
34.2
%
 
 
 
 
 

Unencumbered interest coverage ratio
 
> 1.75x
 
6.2x



4.00% Notes (e)
 
 
 
 
Covenant
 
June 30, 2016
 
 
 
 

Leverage ratio (f)
< 60.0%
 
37.5
%
 
 
 
 

Secured leverage ratio (f)
< 40.0%
 
17.0
%
 
 
 
 
Debt service coverage ratio (g)
> 1.50x
 
3.6x

 
 
 
 
Unencumbered assets to unsecured debt ratio
> 150%
 
300
%


(a)
For a complete listing of all covenants related to our Unsecured Credit Facility (comprised of the unsecured term loans and unsecured revolving line of credit) as well as covenant definitions, 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. For a complete listing of all covenants related to our 4.12% Series A senior notes due 2021 and 4.58% Series B senior notes due 2024 (collectively, Series A and B notes) as well as covenant definitions, refer to the Note Purchase Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, dated May 22, 2014.
(b)
Based upon a capitalization rate of 6.75%.
(c)
Applies only to our Unsecured Credit Facility. This ratio is based upon consolidated debt service, including interest expense, principal amortization and preferred dividends declared, excluding interest expense related to defeasance costs and prepayment premiums.
(d)
Applies only to our Series A and B notes.
(e)
For a complete listing of all covenants related to our 4.00% senior notes due 2025 (4.00% notes) as well as covenant definitions, refer to the First Supplemental Indenture filed as Exhibit 4.2 to our Current Report on Form 8-K, dated March 12, 2015.
(f)
Based upon the book value of Total Assets as defined in the First Supplemental Indenture.
(g)
Based upon interest expense and excludes principal amortization and preferred dividends declared. This ratio is calculated on a pro forma basis with the assumption that debt and property transactions occurred on the first day of the preceding four-quarter period.

2nd Quarter 2016 Supplemental Information
 
7




Retail Properties of America, Inc.
Consolidated Debt Summary as of June 30, 2016
(dollar amounts in thousands)
 

 
 
Balance
 
Weighted
Average (WA)
Interest Rate (a)
 
WA Years to
Maturity
 
 
 
 
 
 
 
Fixed rate mortgages payable (b)
 
$
1,037,444

 
5.99
%
 
3.8 years
 
 
 
 
 
 
 
Unsecured notes payable:
 
 
 
 
 
 
Senior notes – 4.12% Series A due 2021
 
100,000

 
4.12
%
 
5.0 years
Senior notes – 4.58% Series B due 2024
 
150,000

 
4.58
%
 
8.0 years
Senior notes – 4.00% due 2025
 
250,000

 
4.00
%
 
8.7 years
Total unsecured notes payable (b)
 
500,000

 
4.20
%
 
7.8 years
 
 
 
 
 
 
 
Unsecured credit facility:
 
 

 
 

 
 
Term loan — fixed rate (c)
 
250,000

 
1.97
%
 
4.5 years
Term loan — variable rate
 
200,000

 
1.91
%
 
1.9 years
Revolving line of credit — variable rate
 
305,000

 
1.81
%
 
3.5 years
Total unsecured credit facility (b)
 
755,000

 
1.89
%
 
3.4 years
 
 
 
 
 
 
 
Total consolidated indebtedness
 
$
2,292,444

 
4.25
%
 
4.6 years

 

Consolidated Debt Maturity Schedule as of June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
Fixed
Rate (b)
 
WA Rates on
Fixed Debt
 
Variable
Rate (b)
 
WA Rates on
Variable Debt (d)
 
Total
 
% of Total
 
WA Rates on
Total Debt (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
$
35,430

 
4.12
%
 
$

 

 
$
35,430

 
1.5
%
 
4.12
%
2017
 
227,451

 
5.08
%
 

 

 
227,451

 
9.9
%
 
5.08
%
2018
 
11,647

 
6.52
%
 
200,000

 
1.91
%
 
211,647

 
9.2
%
 
2.16
%
2019
 
444,324

 
7.49
%
 

 

 
444,324

 
19.4
%
 
7.49
%
2020
 
4,334

 
4.58
%
 
305,000

 
1.81
%
 
309,334

 
13.5
%
 
1.85
%
2021
 
373,249

 
2.73
%
 

 

 
373,249

 
16.3
%
 
2.73
%
2022
 
217,153

 
4.87
%
 

 

 
217,153

 
9.5
%
 
4.87
%
2023
 
31,758

 
4.13
%
 

 

 
31,758

 
1.4
%
 
4.13
%
2024
 
151,737

 
4.57
%
 

 

 
151,737

 
6.6
%
 
4.57
%
2025
 
251,809

 
4.00
%
 

 

 
251,809

 
11.0
%
 
4.00
%
Thereafter
 
38,552

 
4.46
%
 

 

 
38,552

 
1.7
%
 
4.46
%
Total
 
$
1,787,444

 
4.93
%
 
$
505,000

 
1.85
%
 
$
2,292,444

 
100.0
%
 
4.25
%


(a)
Interest rates presented exclude the impact of the premium, discount and capitalized loan fee amortization. As of June 30, 2016, our overall weighted average interest rate for consolidated debt including the impact of premium, discount and capitalized loan fee amortization was 4.46%.
(b)
Fixed rate mortgages payable excludes mortgage premium of $1,651, discount of $(644) and capitalized loan fees of $(6,164), net of accumulated amortization, as of June 30, 2016. Unsecured notes payable excludes discount of $(1,030) and capitalized loan fees of $(3,152), net of accumulated amortization, as of June 30, 2016. Term loans exclude capitalized loan fees of $(2,995), net of accumulated amortization, as of June 30, 2016. In the consolidated debt maturity schedule, maturity amounts for each year include scheduled principal amortization payments.
(c)
Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a weighted average fixed rate of 0.6677% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of June 30, 2016.
(d)
Represents interest rates as of June 30, 2016.

2nd Quarter 2016 Supplemental Information
 
8



Retail Properties of America, Inc.
Summary of Indebtedness as of June 30, 2016
(dollar amounts in thousands)


Description
 
Maturity
Date
 
Interest
Rate (a)
 
Interest
Rate Type
 
Secured or
Unsecured
 
Balance as of
6/30/2016
 
Consolidated Indebtedness
 
 
 
 
 
 
 
 
 
 
 
Heritage Towne Crossing
 
09/30/16
 
4.52%
 
Fixed
 
Secured
 
$
7,803

 
Oswego Commons
 
12/01/16
 
3.35%
 
Fixed
 
Secured
 
21,000

 
Southlake Grand Ave.
 
04/01/17
 
3.50%
 
Fixed
 
Secured
 
55,034

 
Southlake Town Square
 
04/01/17
 
6.25%
 
Fixed
 
Secured
 
82,439

 
Central Texas Marketplace
 
04/11/17
 
5.46%
 
Fixed
 
Secured
 
45,387

 
Coppell Town Center
 
05/01/17
 
3.53%
 
Fixed
 
Secured
 
10,508

 
Lincoln Park
 
12/01/17
 
4.05%
 
Fixed
 
Secured
 
25,307

 
Corwest Plaza
 
04/01/19
 
7.25%
 
Fixed
 
Secured
 
14,142

 
Dorman Center
 
04/01/19
 
7.70%
 
Fixed
 
Secured
 
20,115

 
Shops at Park Place
 
05/01/19
 
7.48%
 
Fixed
 
Secured
 
7,610

 
Shoppes of New Hope
 
06/01/19
 
7.75%
 
Fixed
 
Secured
 
3,426

 
Village Shoppes at Simonton
 
06/01/19
 
7.75%
 
Fixed
 
Secured
 
3,162

 
Plaza at Marysville
 
09/01/19
 
8.00%
 
Fixed
 
Secured
 
8,698

 
Forks Town Center
 
10/01/19
 
7.70%
 
Fixed
 
Secured
 
7,939

 
IW JV 2009 portfolio (48 properties)
 
12/01/19
 
7.50%
 
Fixed
 
Secured
 
393,208

 
Sawyer Heights Village
 
07/01/21
 
5.00%
 
Fixed
 
Secured
 
18,700

 
Ashland & Roosevelt (bank pad)
 
02/25/22
 
7.48%
 
Fixed
 
Secured
 
1,039

 
Commons at Temecula
 
03/01/22
 
4.74%
 
Fixed
 
Secured
 
25,665

 
Gardiner Manor Mall
 
03/01/22
 
4.95%
 
Fixed
 
Secured
 
35,045

 
Peoria Crossings
 
04/01/22
 
4.82%
 
Fixed
 
Secured
 
24,131

 
Southlake Corners
 
04/01/22
 
4.89%
 
Fixed
 
Secured
 
20,945

 
Tollgate Marketplace
 
04/01/22
 
4.84%
 
Fixed
 
Secured
 
35,000

 
Town Square Plaza
 
04/01/22
 
4.82%
 
Fixed
 
Secured
 
16,815

 
Village Shoppes at Gainesville
 
04/01/22
 
4.25%
 
Fixed
 
Secured
 
19,605

 
Reisterstown Road Plaza
 
06/01/22
 
5.25%
 
Fixed
 
Secured
 
46,250

 
Gateway Village
 
01/01/23
 
4.14%
 
Fixed
 
Secured
 
35,353

 
Home Depot Plaza
 
12/01/26
 
4.82%
 
Fixed
 
Secured
 
10,750

 
Northgate North
 
06/01/27
 
4.50%
 
Fixed
 
Secured
 
26,592

 
The Shoppes at Union Hill
 
06/01/31
 
3.75%
 
Fixed
 
Secured
 
15,776

 
Mortgages payable (b)
 
 
 
 
 
 
 
 
 
1,037,444

 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes – 4.12% Series A due 2021
 
06/30/21
 
4.12%
 
Fixed
 
Unsecured
 
100,000

 
Senior notes – 4.58% Series B due 2024
 
06/30/24
 
4.58%
 
Fixed
 
Unsecured
 
150,000

 
Senior notes – 4.00% due 2025
 
03/15/25
 
4.00%
 
Fixed
 
Unsecured
 
250,000

 
Unsecured notes payable (b)
 
 
 
 
 
 
 
 
 
500,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Term loan
 
01/05/21
 
1.97%
(c)
Fixed
 
Unsecured
 
250,000

 
Term loan
 
05/11/18
 
1.91%
 
Variable
 
Unsecured
 
200,000

 
Revolving line of credit
 
01/05/20
 
1.81%
 
Variable
 
Unsecured
 
305,000

 
Unsecured credit facility (b)
 
 
 
 
 
 
 
 
 
755,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Total consolidated indebtedness
 
01/17/21
 
4.25%
 
 
 
 
 
$
2,292,444

 


(a)
Interest rates presented exclude the impact of the premium, discount and capitalized loan fee amortization. As of June 30, 2016, our overall weighted average interest rate for consolidated debt including the impact of premium, discount and capitalized loan fee amortization was 4.46%.
(b)
Mortgages payable excludes mortgage premium of $1,651, discount of $(644) and capitalized loan fees of $(6,164), net of accumulated amortization, as of June 30, 2016. Unsecured notes payable excludes discount of $(1,030) and capitalized loan fees of $(3,152), net of accumulated amortization, as of June 30, 2016. Term loans exclude capitalized loan fees of $(2,995), net of accumulated amortization, as of June 30, 2016.
(c)
Reflects $250,000 of LIBOR-based variable rate debt that has been swapped to a weighted average fixed rate of 0.6677% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of June 30, 2016.

2nd Quarter 2016 Supplemental Information
 
9



Retail Properties of America, Inc.
Development Projects as of June 30, 2016
(dollar amounts in thousands)
Active Redevelopment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Name
 
Metropolitan
Statistical Area
(MSA)
 
Included in
Same store
portfolio (a)
 
Total
Estimated
Net Costs (b)
 
Net Costs
Inception
to Date
 
Incremental
GLA
 
Targeted
Stabilization (c)
 
Projected
Incremental
Return on
Cost (d)
 
Project Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reisterstown Road Plaza (e)
 
Baltimore
 
No
 
$11,000-$12,000
 
$
251

 
(52,500
)
 
Q4 2017
 
9.5%-11.5%
 
Renovation of existing property through de-mall and reconfiguration resulting in reduction of 61,200 gross sq. ft. multi-tenant retail, partially offset by 8,700 sq. ft. multi-tenant retail pad addition
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
Active Expansions / Pad Development
 
 
 


 
 
 
 
 
 
 
 
 
 
Property Name
 
MSA
 
Included in
Same store
portfolio (a)
 
Total
Estimated
Net Costs (b)
 
Net Costs
Inception
to Date
 
Incremental
GLA
 
Targeted
Completion
 
Projected
Incremental
Return on
Cost (d)
 
Project Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Parkway Towne Crossing
 
Dallas
 
Yes
 
$
3,500

 
$
2,448

 
21,000

 
Q3 2016
 
9.5%-10.0%
 
21,000 sq. ft. multi-tenant retail
Heritage Square
 
Seattle
 
Yes
 
$
1,500

 
$
963

 
(360
)
 
Q3 2016
 
11.0%-11.5%
 
4,200 sq. ft. redevelopment of outparcel for new tenant, Corner Bakery
Shops at Park Place
 
Dallas
 
Yes
 
$
3,800

 
$
7

 
25,040

 
Q4 2017
 
8.75%-9.75%
 
25,040 sq. ft. pad development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redevelopment Pipeline
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property Name
 
MSA
 
Included in
Same store
portfolio (a)
 
Targeted
Commencement
 
Project Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Towson Circle
 
Baltimore
 
No
 
2017
 
Mixed-use redevelopment and monetization of air rights
 
 
Boulevard at the Capital Centre
 
Washington, D.C.
 
No
 
2018
 
Dimensions Healthcare/University of Maryland Regional Medical Center phased redevelopment
 
 
Merrifield Town Center II
 
Washington, D.C.
 
No (f)
 
2019
 
Mixed-use redevelopment and monetization of air rights
 
 
Tysons Corner
 
Washington, D.C.
 
No (f)
 
2021
 
Redevelopment with increased density
 
 

(a)
A property is removed from our same store portfolio if the project is considered to significantly impact the existing property's NOI and activities have begun in anticipation of the project. Properties listed under "Active Expansions / Pad Development" are not considered to significantly impact the existing property's NOI, and therefore, have not been removed from our same store portfolio if they have otherwise met the criteria to be included in our same store portfolio.
(b)
Net costs represent our estimated share of the project costs, net of proceeds from land sales, reimbursement from third parties and contributions from project partners, as applicable.
(c)
A property is considered stabilized upon reaching 90% occupancy, but no later than one year from the date it was classified as operating.
(d)
Projected Incremental Return on Cost (ROC) generally reflects only the unleveraged incremental NOI generated by the project upon stabilization and is calculated as incremental NOI divided by incremental cost. Incremental NOI is the difference between NOI expected to be generated by the stabilized project and the NOI generated prior to the commencement of active redevelopment, development or expansion of the space. ROC does not include peripheral impacts, such as the impact on future lease rollover at the property or the impact on the long-term value of the property.
(e)
We expect to begin demolition activities in Q3 2016.
(f)
Property was acquired subsequent to December 31, 2014, and as such, does not meet the criteria to be included in our same store portfolio.

We cannot guarantee that (i) ROC will be generated at the percentage listed or at all, (ii) total net costs associated with these projects will be equal to the total estimated net costs, (iii) project completion or stabilization will occur when anticipated or (iv) that we will ultimately complete any or all of these projects. The ROC and total estimated net costs reflect management's best estimate based upon current information, may change over time and are subject to certain conditions which are beyond our control, including, without limitation, general economic conditions, market conditions and other business factors.

2nd Quarter 2016 Supplemental Information
 
10



Retail Properties of America, Inc.
Expansions and Pad Development Opportunities as of June 30, 2016


We have identified the following potential opportunities to add stand-alone buildings, convert previously under-utilized space or develop additional retail GLA at existing properties. Executing on these opportunities may be subject to certain conditions which are beyond our control, including, without limitation, government approvals, tenant consents as well as general economic, market and other conditions and, therefore, we can provide no assurances that any of these opportunities will be executed on or will ultimately be realized.
Property Name
 
Potential
Additional
Square Feet
 
MSA
 
 
 
 
 
Downtown Crown
 
3,000 - 9,000

 
Washington, D.C.
Gateway Plaza
 
8,000

 
Dallas
Watauga Pavilion
 
5,000

 
Dallas
Humblewood Shopping Center
 
5,000

 
Houston
Lakewood Towne Center
 
10,500

 
Seattle
Century III Plaza
 
6,000

 
Pittsburgh
Maple Tree Place
 
18,000

 
Burlington, VT
Governor's Marketplace
 
20,600

 
Tallahassee
High Ridge Crossing
 
7,500

 
St. Louis
Pavilion at King's Grant
 
32,500

 
Charlotte
Page Field Commons
 
4,700

 
Cape Coral-Fort Myers, FL
Fox Creek Village
 
6,500

 
Boulder


2nd Quarter 2016 Supplemental Information
 
11



Retail Properties of America, Inc.
Acquisitions for the Six Months Ended June 30, 2016
(amounts in thousands, except square footage amounts)


Property Name
 
Acquisition Date
 
MSA
 
Property Type
 
Gross
Leasable
Area (GLA)
 
Purchase
Price
 
Mortgage
Debt
Assumed
 
 
 
 
 
 
 
 
 
 
 
 
 
Shoppes at Hagerstown (a)
 
January 15, 2016
 
Hagerstown
 
Multi-tenant retail
 
113,000

 
$
27,055

 
$

Merrifield Town Center II (a)
 
January 15, 2016
 
Washington, D.C.
 
Multi-tenant retail
 
76,000

 
45,676

 

Oak Brook Promenade (b)
 
March 29, 2016
 
Chicago
 
Multi-tenant retail
 
183,200

 
65,954

 

The Shoppes at Union Hill (c)
 
April 1, 2016
 
New York
 
Multi-tenant retail
 
91,700

 
63,060

 
15,971

Ashland & Roosevelt (d)
 
April 29, 2016
 
Chicago
 
Ground lease interest (d)
 

 
13,850

 

Tacoma South (b)
 
May 5, 2016
 
Seattle
 
Multi-tenant retail
 
230,700

 
39,400

 

Eastside (b)
 
June 15, 2016
 
Dallas
 
Multi-tenant retail
 
67,100

 
23,842

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total 2016 acquisitions (through June 30, 2016)
 
761,700

 
$
278,837

 
$
15,971



(a)
These properties were acquired as a two-property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet.
(b)
These properties were acquired through consolidated variable interest entities (VIEs) to facilitate potential Internal Revenue Code Section 1031 tax-deferred exchanges (1031 Exchanges).
(c)
In conjunction with the acquisition, we assumed mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031.
(d)
We acquired the fee interest in an existing wholly-owned multi-tenant retail operating property, which was previously subject to a ground lease with a third party. As a result, the total number of properties in our portfolio was not affected.




There have been no acquisitions subsequent to June 30, 2016.

2nd Quarter 2016 Supplemental Information
 
12




Retail Properties of America, Inc.
Dispositions for the Six Months Ended June 30, 2016
(amounts in thousands, except square footage amounts)


Property Name
 
Disposition Date
 
Property Type
 
GLA
 
Consideration
 
Debt Repaid,
Forgiven, Assumed
or Defeased
 
Defeasance Cost /
Prepayment Premium
 
 
 
 
 
 
 
 
 
 
 
 
 
The Gateway
 
February 1, 2016
 
Multi-tenant retail
 
623,200

 
$
75,000

(a)
$
94,353

(a)
$

Stateline Station
 
February 10, 2016
 
Multi-tenant retail
 
142,600

 
17,500

 

 

Six Property Portfolio (b)
 
March 30, 2016
 
Single-user retail
 
230,400

 
35,413

 

 

CVS Pharmacy – Oklahoma City
 
April 20, 2016
 
Single-user retail
 
10,900

 
4,676

 

 

Rite Aid Store (Eckerd)–Canandaigua
& Tim Horton Donut Shop (c)
 
June 2, 2016
 
Single-user retail
 
16,600

 
5,400

 

 

Academy Sports – Midland (d)
 
June 15, 2016
 
Single-user retail
 
61,200

 
5,541

 

 

Four Rite Aid Portfolio (e)
 
June 23, 2016
 
Single-user retail
 
45,400

 
15,934

 

 

Beachway Plaza – Chase Bank
outparcel (f)
 
June 30, 2016
 
Single-user outparcel
 
3,400

 
2,639

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total 2016 dispositions (through June 30, 2016)
 
1,133,700

 
$
162,103

 
$
94,353

 
$



(a)
The property was disposed of through a lender-directed sale in full satisfaction of our mortgage obligation. Immediately prior to the disposition, the lender reduced our loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653.
(b)
Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean. Disposition proceeds of $34,973 are temporarily restricted related to potential 1031 Exchanges and are included in "Other assets, net" in the condensed consolidated balance sheets.
(c)
The terms of the disposition of Rite Aid Store (Eckerd) – Canandaigua and Tim Horton Donut Shop were negotiated as a single transaction.
(d)
Disposition proceeds of $5,383 are temporarily restricted related to a potential 1031 Exchange and are included in "Other assets, net" in the condensed consolidated balance sheets.
(e)
Portfolio consists of the following properties: (i) Rite Aid Store (Eckerd) – Cheektowaga, (ii) Rite Aid Store (Eckerd), W. Main St. – Batavia, (iii) Rite Aid Store (Eckerd), Union Rd. and (iv) Rite Aid Store (Eckerd) – Greece.
(f)
Disposition proceeds of $2,549 are temporarily restricted related to a potential 1031 Exchange and are included in "Other assets, net" in the condensed consolidated balance sheets.




Subsequent to June 30, 2016, we closed on the following dispositions:
Property Name
 
Disposition Date
 
Property Type
 
GLA
 
Consideration
 
Debt Repaid
or Defeased
 
Defeasance Cost /
Prepayment Premium
 
 
 
 
 
 
 
 
 
 
 
 
 
Broadway Shopping Center
 
July 8, 2016
 
Multi-tenant retail
 
190,300

 
$
20,500

 
$

 
$

Mid-Hudson Center (g)
 
July 21, 2016
 
Multi-tenant retail
 
235,600

 
27,500

 

 

Rite Aid Store (Eckerd), Main St. –
Buffalo
 
July 27, 2016
 
Single-user retail
 
10,900

 
3,388

 

 

Rite Aid Store (Eckerd) – Lancaster
 
July 29, 2016
 
Single-user retail
 
10,900

 
3,425

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subsequent dispositions
 
447,700

 
$
54,813

 
$

 
$



(g)
Disposition proceeds of $25,812 are temporarily restricted related to a potential 1031 Exchange.

2nd Quarter 2016 Supplemental Information
 
13



Retail Properties of America, Inc.
Market Summary as of June 30, 2016
(dollar amounts and square footage in thousands)

Property Type/Market
 
Number of
Properties
 
Annualized
Base Rent
(ABR)
 
% of Total
Multi-Tenant
Retail
ABR (a)
 
ABR per
Occupied
Sq. Ft.
 
GLA
 
% of Total
Multi-Tenant
Retail
GLA (a)
 
Occupancy
 
% Leased
Including
Signed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multi-Tenant Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Target Markets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dallas, Texas
 
20

 
$
81,187

 
19.3
%
 
$
21.32

 
4,094

 
15.0
%
 
93.0
%
 
94.7
%
Washington, D.C. /
Baltimore, Maryland
 
14

 
52,642

 
12.5
%
 
18.56

 
3,187

 
11.7
%
 
89.0
%
 
89.6
%
New York, New York
 
8

 
33,857

 
8.0
%
 
27.73

 
1,260

 
4.6
%
 
96.9
%
 
97.8
%
Chicago, Illinois
 
6

 
19,829

 
4.7
%
 
19.77

 
1,076

 
3.9
%
 
93.2
%
 
94.6
%
Seattle, Washington
 
8

 
18,876

 
4.5
%
 
14.10

 
1,473

 
5.4
%
 
90.9
%
 
94.3
%
Atlanta, Georgia
 
9

 
18,807

 
4.4
%
 
12.88

 
1,513

 
5.6
%
 
96.5
%
 
96.8
%
Houston, Texas
 
9

 
15,191

 
3.6
%
 
13.98

 
1,140

 
4.2
%
 
95.3
%
 
95.7
%
San Antonio, Texas
 
3

 
11,661

 
2.8
%
 
16.42

 
724

 
2.7
%
 
98.1
%
 
98.1
%
Phoenix, Arizona
 
3

 
10,307

 
2.4
%
 
16.73

 
632

 
2.3
%
 
97.5
%
 
98.1
%
Austin, Texas
 
4

 
5,383

 
1.3
%
 
16.09

 
350

 
1.3
%
 
95.6
%
 
95.6
%
Subtotal
 
84

 
267,740

 
63.5
%
 
18.58

 
15,449

 
56.7
%
 
93.3
%
 
94.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Target – Top 50 MSAs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
California
 
5

 
16,233

 
3.9
%
 
18.60

 
954

 
3.5
%
 
91.5
%
 
93.5
%
Florida
 
7

 
11,548

 
2.8
%
 
17.64

 
754

 
2.8
%
 
86.8
%
 
97.4
%
Pennsylvania
 
4

 
8,590

 
2.0
%
 
11.42

 
757

 
2.8
%
 
99.4
%
 
99.4
%
Virginia
 
1

 
4,749

 
1.1
%
 
18.03

 
308

 
1.1
%
 
85.5
%
 
91.7
%
Rhode Island
 
3

 
3,890

 
0.9
%
 
14.89

 
271

 
1.0
%
 
96.4
%
 
97.1
%
Indiana
 
2

 
2,967

 
0.7
%
 
14.62

 
205

 
0.8
%
 
99.0
%
 
100.0
%
Missouri
 
2

 
2,946

 
0.7
%
 
10.14

 
531

 
1.9
%
 
54.7
%
 
74.1
%
North Carolina
 
1

 
2,687

 
0.6
%
 
11.03

 
286

 
1.0
%
 
85.2
%
 
85.2
%
Connecticut
 
1

 
2,570

 
0.6
%
 
24.61

 
115

 
0.4
%
 
90.8
%
 
90.8
%
Massachusetts
 
1

 
1,714

 
0.4
%
 
16.17

 
106

 
0.4
%
 
100.0
%
 
100.0
%
Alabama
 
1

 
1,144

 
0.3
%
 
14.98

 
78

 
0.3
%
 
97.9
%
 
97.9
%
Tennessee
 
1

 
1,004

 
0.2
%
 
11.38

 
93

 
0.3
%
 
94.9
%
 
94.9
%
South Carolina
 
1

 
831

 
0.2
%
 
12.22

 
68

 
0.3
%
 
100.0
%
 
100.0
%
Subtotal
 
30

 
60,873

 
14.4
%
 
15.27

 
4,526

 
16.6
%
 
88.1
%
 
93.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal Target Markets
and Top 50 MSAs
 
114

 
328,613

 
77.9
%
 
17.86

 
19,975

 
73.3
%
 
92.1
%
 
94.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Target – Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
South Carolina
 
8

 
14,127

 
3.4
%
 
12.35

 
1,173

 
4.3
%
 
97.5
%
 
97.5
%
Texas
 
3

 
8,186

 
1.9
%
 
13.33

 
651

 
2.4
%
 
94.3
%
 
94.5
%
Florida
 
3

 
8,139

 
1.9
%
 
13.69

 
616

 
2.3
%
 
96.5
%
 
97.5
%
Vermont
 
1

 
7,844

 
1.9
%
 
17.72

 
489

 
1.8
%
 
90.5
%
 
90.5
%
Michigan
 
1

 
6,967

 
1.7
%
 
22.30

 
333

 
1.2
%
 
93.8
%
 
94.2
%
Massachusetts
 
1

 
5,745

 
1.4
%
 
10.77

 
537

 
2.0
%
 
99.3
%
 
99.3
%
New York
 
2

 
5,674

 
1.4
%
 
9.43

 
604

 
2.2
%
 
99.6
%
 
99.6
%
Tennessee
 
2

 
4,793

 
1.1
%
 
11.48

 
445

 
1.6
%
 
93.8
%
 
93.8
%
Washington
 
1

 
4,712

 
1.1
%
 
13.07

 
378

 
1.4
%
 
95.4
%
 
95.4
%
North Carolina
 
1

 
4,221

 
1.0
%
 
11.11

 
380

 
1.4
%
 
100.0
%
 
100.0
%
Pennsylvania
 
3

 
3,698

 
0.9
%
 
15.14

 
264

 
1.0
%
 
92.5
%
 
92.9
%
New Mexico
 
1

 
3,686

 
0.9
%
 
16.55

 
224

 
0.8
%
 
99.4
%
 
99.4
%
Georgia
 
2

 
3,551

 
0.8
%
 
12.97

 
305

 
1.1
%
 
89.8
%
 
89.8
%
Alabama
 
3

 
3,368

 
0.8
%
 
12.45

 
274

 
1.0
%
 
98.7
%
 
100.0
%
Conneticut
 
2

 
2,514

 
0.6
%
 
12.96

 
194

 
0.7
%
 
100.0
%
 
100.0
%
Maryland
 
1

 
1,993

 
0.5
%
 
18.96

 
113

 
0.4
%
 
93.0
%
 
93.0
%
Louisiana
 
1

 
1,448

 
0.3
%
 
13.11

 
116

 
0.4
%
 
95.2
%
 
95.2
%
Colorado
 
1

 
1,437

 
0.3
%
 
13.70

 
108

 
0.4
%
 
97.1
%
 
97.1
%
Ohio
 
1

 
1,029

 
0.2
%
 
13.54

 
76

 
0.3
%
 
100.0
%
 
100.0
%
Subtotal
 
38

 
93,132

 
22.1
%
 
13.30

 
7,280

 
26.7
%
 
96.2
%
 
96.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Multi-Tenant Retail
 
152

 
421,745

 
100.0
%
 
16.60

 
27,255

 
100.0
%
 
93.2
%
 
94.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-User Retail
 
33

 
19,851

 
 
 
23.41

 
848

 
 
 
100.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Retail
 
185

 
441,596

 
 
 
16.82

 
28,103

 
 
 
93.4
%
 
94.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office
 
1

 
10,476

 
 
 
11.71

 
895

 
 
 
100.0
%
 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Operating Portfolio (b)
 
186

 
$
452,072

 
 

 
$
16.66

 
28,998

 
 
 
93.6
%
 
95.0
%

(a)
Percentages are only provided for our retail operating portfolio.
(b)
Excludes three multi-tenant retail operating properties classified as held for sale as of June 30, 2016.

2nd Quarter 2016 Supplemental Information
 
14




Retail Properties of America, Inc.
Retail Operating Portfolio Occupancy Breakdown as of June 30, 2016
(square footage in thousands)


Total Retail Operating Portfolio:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
25,000+ sq ft
 
10,000-24,999 sq ft
 
5,000-9,999 sq ft
 
0-4,999 sq ft
Property Type/Region
 
Number of
Properties
 
GLA
 
Occupancy
 
GLA
 
Occupancy
 
GLA
 
Occupancy
 
GLA
 
Occupancy
 
GLA
 
Occupancy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multi-Tenant Retail
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Target Markets
 
84

 
15,449

 
93.3
%
 
7,234

 
98.8
%
 
2,819

 
90.8
%
 
2,107

 
91.0
%
 
3,289

 
84.8
%
Non-Target – Top 50 MSAs
 
30

 
4,526

 
88.1
%
 
2,618

 
86.3
%
 
852

 
95.1
%
 
377

 
93.8
%
 
679

 
82.7
%
Non-Target – Other
 
38

 
7,280

 
96.2
%
 
4,152

 
100.0
%
 
1,303

 
98.0
%
 
707

 
91.7
%
 
1,118

 
82.7
%
Total Multi-Tenant Retail (a)
 
152

 
27,255

 
93.2
%
 
14,004

 
96.8
%
 
4,974

 
93.4
%
 
3,191

 
91.5
%
 
5,086

 
84.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-User Retail
 
33

 
848

 
100.0
%
 
500

 
100.0
%
 
348

 
100.0
%
 

 
%
 

 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Retail
 
185

 
28,103

 
93.4
%
 
14,504

 
96.9
%
 
5,322

 
93.8
%
 
3,191

 
91.5
%
 
5,086

 
84.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total – % Leased including Signed
 
185

 
28,103

 
94.9
%
 
14,504

 
98.2
%
 
5,322

 
96.6
%
 
3,191

 
92.1
%
 
5,086

 
85.3
%


(a)
Excludes three multi-tenant retail operating properties classified as held for sale as of June 30, 2016.

2nd Quarter 2016 Supplemental Information
 
15




Retail Properties of America, Inc.
Top Retail Tenants as of June 30, 2016
(dollar amounts and square footage in thousands)


The following table sets forth information regarding the 20 largest tenants in our retail operating portfolio based on ABR as of June 30, 2016. Dollars (other than per square foot information) and square feet of GLA are presented in thousands.
Tenant
 
Primary DBA
 
Number
of Stores
 
ABR
 
% of Total
ABR
 
ABR per
Occupied
Sq. Ft.
 
Occupied
GLA
 
% of
Occupied
GLA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Best Buy Co., Inc.
 
Best Buy, Pacific Sales
 
22

 
$
13,339

 
3.0
%
 
$
15.46

 
863

 
3.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ahold U.S.A. Inc.
 
Giant Foods, Stop & Shop, Martin's
 
10

 
12,069

 
2.7
%
 
19.69

 
613

 
2.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ross Stores, Inc.
 
 
 
31

 
10,407

 
2.4
%
 
11.40

 
913

 
3.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The TJX Companies, Inc.
 
HomeGoods, Marshalls, T.J. Maxx
 
37

 
10,275

 
2.3
%
 
9.68

 
1,061

 
4.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bed Bath & Beyond Inc.
 
Bed Bath & Beyond, Buy Buy Baby, The Christmas Tree Shops, Cost Plus World Market
 
25

 
9,306

 
2.1
%
 
13.81

 
674

 
2.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PetSmart, Inc.
 
 
 
28

 
8,547

 
1.9
%
 
14.89

 
574

 
2.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rite Aid Corporation
 
 
 
26

 
7,614

 
1.7
%
 
22.53

 
338

 
1.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AB Acquisition LLC
 
Safeway, Jewel-Osco, Shaw's Supermarket, Tom Thumb
 
10

 
7,117

 
1.6
%
 
13.53

 
526

 
2.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regal Entertainment Group
 
Edwards Cinema
 
2

 
6,911

 
1.6
%
 
31.56

 
219

 
0.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Home Depot, Inc.
 
 
 
6

 
6,496

 
1.5
%
 
8.90

 
730

 
2.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michaels Stores, Inc.
 
Michaels, Aaron Brothers Art & Frame
 
24

 
6,401

 
1.5
%
 
11.81

 
542

 
2.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gap Inc.
 
Old Navy, Banana Republic, The Gap, Gap Factory Store
 
28

 
5,798

 
1.3
%
 
15.88

 
365

 
1.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dick's Sporting Goods, Inc.
 
Dick's Sporting Goods, Golf Galaxy, Field & Stream
 
9

 
5,437

 
1.2
%
 
13.46

 
404

 
1.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Publix Super Markets Inc.
 
 
 
12

 
5,405

 
1.2
%
 
10.58

 
511

 
1.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Sports Authority, Inc.
 
 
 
9

 
5,319

 
1.2
%
 
13.40

 
397

 
1.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Kroger Co.
 
Kroger, Harris Teeter, King Soopers, QFC
 
10

 
5,234

 
1.2
%
 
9.99

 
524

 
2.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ascena Retail Group Inc.
 
Dress Barn, Lane Bryant, Justice, Catherine's, Ann Taylor, Maurices, LOFT
 
47

 
5,222

 
1.2
%
 
20.48

 
255

 
1.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pier 1 Imports, Inc.
 
 
 
25

 
5,148

 
1.2
%
 
20.35

 
253

 
1.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Depot, Inc.
 
Office Depot, OfficeMax
 
17

 
4,914

 
1.1
%
 
14.08

 
349

 
1.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lowe's Companies, Inc.
 
 
 
6

 
4,790

 
1.1
%
 
6.44

 
744

 
2.8
%
Total Top Retail Tenants
 
 
 
384

 
$
145,749

 
33.0
%
 
$
13.43

 
10,855

 
41.3
%


2nd Quarter 2016 Supplemental Information
 
16




Retail Properties of America, Inc.
Retail Leasing Activity Summary
(square footage amounts in thousands)


The following table summarizes the leasing activity in our retail operating portfolio as of June 30, 2016 and for the preceding four quarters. Leases of less than 12 months have been excluded.
Total Leases
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
Leases Signed
 
GLA Signed
 
New Contractual
Rent per Square
Foot (PSF) (a)
 
Prior
Contractual
Rent PSF (a)
 
% Change
over Prior
ABR (a)
 
WA Lease
Term
 
Tenant
Allowances
PSF
Q2 2016
 
129

 
920

 
$
18.26

 
$
16.89

 
8.11
%
 
6.14

 
$
9.20

Q1 2016
 
140

 
789

 
$
21.75

 
$
20.39

 
6.67
%
(b)
5.05

 
$
7.02

Q4 2015
 
109

 
517

 
$
21.70

 
$
19.75

 
9.87
%
 
5.98

 
$
13.07

Q3 2015
 
131

 
666

 
$
19.01

 
$
17.38

 
9.38
%
 
5.94

 
$
13.99

Total – 12 months
 
509

 
2,892

 
$
20.13

 
$
18.60

 
8.23
%
 
5.74

 
$
10.40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable Renewal Leases
 
 
 
 

 
 

 
 

 
 

 
 

 
 
Number of
Leases Signed
 
GLA Signed
 
New
Contractual
Rent PSF
 
Prior
Contractual
Rent PSF
 
% Change
over Prior
ABR
 
WA Lease
Term
 
Tenant
Allowances
PSF
Q2 2016
 
91

 
581

 
$
18.19

 
$
17.01

 
6.94
%
 
4.85

 
$
0.96

Q1 2016
 
105

 
627

 
$
22.57

 
$
21.03

 
7.32
%
(b)
4.67

 
$
3.36

Q4 2015
 
64

 
322

 
$
21.66

 
$
20.38

 
6.28
%
 
4.73

 
$
3.20

Q3 2015
 
80

 
412

 
$
18.85

 
$
17.57

 
7.29
%
 
4.61

 
$
0.05

Total – 12 months
 
340

 
1,942

 
$
20.32

 
$
18.99

 
7.00
%
 
4.72

 
$
1.91

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable New Leases
 
 
 
 

 
 

 
 

 
 

 
 

 
 
Number of
Leases Signed
 
GLA Signed
 
New
Contractual
Rent PSF
 
Prior
Contractual
Rent PSF
 
% Change
over Prior
ABR
 
WA Lease
Term
 
Tenant
Allowances
PSF
Q2 2016
 
12

 
91

 
$
18.74

 
$
16.11

 
16.33
%
 
10.91

 
$
22.81

Q1 2016
 
17

 
102

 
$
16.73

 
$
16.44

 
1.76
%
 
8.68

 
$
28.55

Q4 2015
 
17

 
81

 
$
21.87

 
$
17.22

 
27.00
%
 
8.85

 
$
36.89

Q3 2015
 
14

 
89

 
$
19.77

 
$
16.53

 
19.60
%
 
8.58

 
$
32.56

Total – 12 months
 
60

 
363

 
$
19.12

 
$
16.56

 
15.46
%
 
9.25

 
$
29.95

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Comparable New and Renewal Leases (c)
 
 

 
 

 
 

 
 

 
 

 
 
Number of
Leases Signed
 
GLA Signed
 
New
Contractual
Rent PSF
 
Prior
Contractual
Rent PSF
 
% Change
over Prior
ABR
 
WA Lease
Term
 
Tenant
Allowances
PSF
Q2 2016
 
26

 
248

 
$
13.40

 
n/a
 
n/a
 
7.78

 
$
23.49

Q1 2016
 
18

 
60

 
$
15.03

 
n/a
 
n/a
 
4.16

 
$
8.53

Q4 2015
 
28

 
114

 
$
16.76

 
n/a
 
n/a
 
7.91

 
$
24.03

Q3 2015
 
37

 
165

 
$
22.41

 
n/a
 
n/a
 
7.49

 
$
38.86

Total – 12 months
 
109

 
587

 
$
16.75

 
n/a
 
n/a
 
7.37

 
$
26.40

 

(a)
Excludes the impact of Non-Comparable New and Renewal Leases.
(b)
Excluding the impact from eight Ride Aid leases that were extended to effectuate the planned 2016 disposition of these single-user assets, combined comparable re-leasing spreads were approximately 7.95% and comparable renewal re-leasing spreads were approximately 8.88% for the three months ended March 31, 2016 over previous rental rates. During the three months ended June 30, 2016, four of the eight Right Aid properties were sold.
(c)
Includes (i) leases signed on units that were vacant for over 12 months, (ii) leases signed without fixed rental payments and (iii) leases signed where the previous and the current lease do not have a consistent lease structure.

2nd Quarter 2016 Supplemental Information
 
17



Retail Properties of America, Inc.
Retail Lease Expirations as of June 30, 2016
(dollar amounts and square footage in thousands)

The following tables set forth a summary, as of June 30, 2016, of lease expirations scheduled to occur during the remainder of 2016 and each of the nine calendar years from 2017 to 2025 and thereafter, assuming no exercise of renewal options or early termination rights for all leases in our retail operating portfolio. The following tables are based on leases commenced as of June 30, 2016. Dollars (other than per square foot information) and square feet of GLA are presented in thousands in the table.
Lease Expiration Year
 
Lease
Count
 
ABR
 
% of Total
ABR
 
ABR per
Occupied
Sq. Ft.
 
ABR at
Exp. (a)
 
ABR per
Occupied Sq.
Ft. at Exp.
 
GLA
 
% of
Occupied
GLA
 
% of Total
GLA
2016
 
130

 
$
8,425

 
1.9
%
 
$
21.94

 
$
8,425

 
$
21.94

 
384

 
1.5
%
 
1.3
%
2017
 
436

 
41,100

 
9.3
%
 
16.35

 
41,240

 
16.41

 
2,513

 
9.6
%
 
9.0
%
2018
 
508

 
58,333

 
13.2
%
 
18.76

 
59,246

 
19.05

 
3,110

 
11.8
%
 
11.1
%
2019
 
545

 
73,161

 
16.6
%
 
18.45

 
74,510

 
18.79

 
3,966

 
15.1
%
 
14.1
%
2020
 
388

 
49,221

 
11.2
%
 
15.75

 
50,324

 
16.10

 
3,126

 
11.9
%
 
11.1
%
2021
 
314

 
49,856

 
11.3
%
 
17.34

 
52,340

 
18.20

 
2,876

 
10.9
%
 
10.2
%
2022
 
122

 
32,702

 
7.4
%
 
13.99

 
35,067

 
15.01

 
2,337

 
9.0
%
 
8.3
%
2023
 
104

 
25,611

 
5.8
%
 
15.45

 
27,347

 
16.49

 
1,658

 
6.4
%
 
5.9
%
2024
 
152

 
30,963

 
7.0
%
 
15.78

 
33,498

 
17.07

 
1,962

 
7.4
%
 
7.0
%
2025
 
110

 
24,174

 
5.4
%
 
16.80

 
26,454

 
18.38

 
1,439

 
5.5
%
 
5.1
%
Thereafter
 
122

 
45,927

 
10.4
%
 
16.66

 
53,485

 
19.41

 
2,756

 
10.5
%
 
9.9
%
Month to month
 
45

 
2,123

 
0.5
%
 
17.55

 
2,123

 
17.55

 
121

 
0.4
%
 
0.4
%
Leased Total
 
2,976

 
$
441,596

 
100.0
%
 
$
16.82

 
$
464,059

 
$
17.68

 
26,248

 
100.0
%
 
93.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leases signed but not commenced
 
44

 
$
5,981

 

 
$
14.55

 
$
6,519

 
$
15.86

 
411

 

 
1.5
%
Available
 
 

 
 

 
 

 
 

 
 

 
 

 
1,444

 

 
5.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following tables break down the above information into anchor (10,000 sf and above) and non-anchor (under 10,000 sf) details for our retail operating portfolio. Dollars (other than per square foot information) and square feet of GLA are presented in thousands in the tables.
Anchor
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Lease Expiration Year
 
Lease
Count
 
ABR
 
% of Total
ABR
 
ABR per
Occupied
Sq. Ft.
 
ABR at
Exp. (a)
 
ABR per
Occupied Sq.
Ft. at Exp.
 
GLA
 
% of
Occupied
GLA
 
% of Total
GLA
2016
 
6

 
$
1,751

 
0.4
%
 
$
18.05

 
$
1,751

 
$
18.05

 
97

 
0.4
%
 
0.3
%
2017
 
45

 
15,100

 
3.4
%
 
10.36

 
15,100

 
10.36

 
1,457

 
5.6
%
 
5.2
%
2018
 
69

 
24,816

 
5.6
%
 
13.47

 
25,031

 
13.58

 
1,843

 
7.0
%
 
6.6
%
2019
 
101

 
40,188

 
9.1
%
 
14.91

 
40,378

 
14.98

 
2,695

 
10.3
%
 
9.6
%
2020
 
81

 
25,948

 
5.9
%
 
12.00

 
25,976

 
12.01

 
2,162

 
8.2
%
 
7.7
%
2021
 
71

 
29,539

 
6.7
%
 
14.17

 
30,364

 
14.57

 
2,084

 
7.9
%
 
7.4
%
2022
 
58

 
25,231

 
5.7
%
 
12.24

 
26,761

 
12.98

 
2,061

 
7.9
%
 
7.3
%
2023
 
42

 
19,398

 
4.4
%
 
13.76

 
20,352

 
14.43

 
1,410

 
5.4
%
 
5.0
%
2024
 
51

 
20,205

 
4.6
%
 
12.53

 
21,204

 
13.15

 
1,612

 
6.1
%
 
5.7
%
2025
 
33

 
15,168

 
3.4
%
 
13.26

 
16,067

 
14.04

 
1,144

 
4.4
%
 
4.1
%
Thereafter
 
59

 
36,704

 
8.3
%
 
14.82

 
41,886

 
16.92

 
2,476

 
9.4
%
 
8.9
%
Month to month
 
1

 
162

 
0.1
%
 
13.50

 
162

 
13.50

 
12

 
%
 
%
Leased Total
 
617

 
$
254,210

 
57.6
%
 
$
13.34

 
$
265,032

 
$
13.91

 
19,053

 
72.6
%
 
67.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leases signed but not commenced
 
12

 
$
3,639

 

 
$
11.13

 
$
3,859

 
$
11.80

 
327

 

 
1.2
%
Available
 
 

 
 

 
 

 
 

 
 

 
 

 
446

 

 
1.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Anchor
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease Expiration Year
 
Lease
Count
 
ABR
 
% of Total
ABR
 
ABR per
Occupied
Sq. Ft.
 
ABR at
Exp. (a)
 
ABR per
Occupied Sq.
Ft. at Exp.
 
GLA
 
% of
Occupied
GLA
 
% of Total
GLA
2016
 
124

 
$
6,674

 
1.5
%
 
$
23.25

 
$
6,674

 
$
23.25

 
287

 
1.1
%
 
1.0
%
2017
 
391

 
26,000

 
5.9
%
 
24.62

 
26,140

 
24.75

 
1,056

 
4.0
%
 
3.8
%
2018
 
439

 
33,517

 
7.6
%
 
26.45

 
34,215

 
27.00

 
1,267

 
4.8
%
 
4.5
%
2019
 
444

 
32,973

 
7.5
%
 
25.94

 
34,132

 
26.85

 
1,271

 
4.8
%
 
4.5
%
2020
 
307

 
23,273

 
5.3
%
 
24.14

 
24,348

 
25.26

 
964

 
3.7
%
 
3.4
%
2021
 
243

 
20,317

 
4.6
%
 
25.65

 
21,976

 
27.75

 
792

 
3.0
%
 
2.8
%
2022
 
64

 
7,471

 
1.7
%
 
27.07

 
8,306

 
30.09

 
276

 
1.1
%
 
1.0
%
2023
 
62

 
6,213

 
1.4
%
 
25.05

 
6,995

 
28.21

 
248

 
1.0
%
 
0.9
%
2024
 
101

 
10,758

 
2.4
%
 
30.74

 
12,294

 
35.13

 
350

 
1.3
%
 
1.3
%
2025
 
77

 
9,006

 
2.0
%
 
30.53

 
10,387

 
35.21

 
295

 
1.1
%
 
1.0
%
Thereafter
 
63

 
9,223

 
2.1
%
 
32.94

 
11,599

 
41.43

 
280

 
1.1
%
 
1.0
%
Month to month
 
44

 
1,961

 
0.4
%
 
17.99

 
1,961

 
17.99

 
109

 
0.4
%
 
0.4
%
Leased Total
 
2,359

 
$
187,386

 
42.4
%
 
$
26.04

 
$
199,027

 
$
27.66

 
7,195

 
27.4
%
 
25.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leases signed but not commenced
 
32

 
$
2,342

 

 
$
27.88

 
$
2,660

 
$
31.67

 
84

 

 
0.3
%
Available
 
 

 
 

 
 

 
 

 
 

 
 
 
998

 

 
3.5
%

(a)
Represents annualized base rent at the scheduled expiration of the lease giving effect to fixed contractual increases in base rent.

2nd Quarter 2016 Supplemental Information
 
18



Retail Properties of America, Inc.
Non-GAAP Financial Measures and Other Definitions


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, of which we owned 62,000 square feet as of June 30, 2016.
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 other liabilities, impairment charges to write down the carrying value of assets other than depreciable real estate, actual or anticipated settlement of litigation involving the Company 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 REITs. Operating 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. 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.
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.

2nd Quarter 2016 Supplemental Information
 
19



Retail Properties of America, Inc.
Non-GAAP Financial Measures and Other Definitions (continued)


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 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. Same Store NOI and NOI from Other Investment Properties do not represent alternatives to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of 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.
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 performance. Comparison of our presentation of 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.
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 EBITDA. Comparison of our presentation of Net Debt 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.
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.

2nd Quarter 2016 Supplemental Information
 
20



Retail Properties of America, Inc.
Reconciliation of Non-GAAP Financial Measures
(amounts in thousands)
(unaudited)


Reconciliation of Net Income Attributable to Common Shareholders to Same Store NOI
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
 

 
 

 
 

 
 

Net income attributable to common shareholders
 
$
26,239

 
$
28,321

 
$
71,303

 
$
39,035

Adjustments to reconcile to Same Store NOI:
 
 

 
 

 
 

 
 

Preferred stock dividends
 
2,363

 
2,363

 
4,725

 
4,725

Gain on sales of investment properties
 
(9,613
)
 
(33,641
)
 
(31,352
)
 
(38,213
)
Depreciation and amortization
 
53,443

 
55,798

 
106,839

 
110,474

Provision for impairment of investment properties
 
4,142

 
3,944

 
6,306

 
3,944

General and administrative expenses
 
10,773

 
14,018

 
22,179

 
25,010

Gain on extinguishment of debt
 

 

 
(13,653
)
 

Gain on extinguishment of other liabilities
 
(6,978
)
 

 
(6,978
)
 

Interest expense
 
25,977

 
36,140

 
52,741

 
70,185

Straight-line rental income, net
 
(800
)
 
(630
)
 
(1,828
)
 
(1,642
)
Amortization of acquired above and below market lease intangibles, net
 
(395
)
 
(390
)
 
(971
)
 
(841
)
Amortization of lease inducements
 
321

 
191

 
552

 
380

Lease termination fees
 
(1,027
)
 
(333
)
 
(2,685
)
 
(467
)
Straight-line ground rent expense
 
764

 
932

 
1,680

 
1,866

Amortization of acquired ground lease intangibles
 
(140
)
 
(140
)
 
(280
)
 
(280
)
Other (income) expense, net
 
(302
)
 
306

 
(427
)
 
(919
)
NOI
 
104,767

 
106,879

 
208,151

 
213,257

NOI from Other Investment Properties
 
(11,900
)
 
(17,766
)
 
(31,641
)
 
(42,197
)
Same Store NOI
 
$
92,867

 
$
89,113

 
$
176,510

 
$
171,060



2nd Quarter 2016 Supplemental Information
 
21



Retail Properties of America, Inc.
Reconciliation of Non-GAAP Financial Measures (continued)
(amounts in thousands)
(unaudited)


Reconciliation of Mortgages Payable, Net, Unsecured Notes Payable, Net, Unsecured Term Loans, Net and
Unsecured Revolving Line of Credit to Total Net Debt and Total Net Debt and Preferred Stock
 
 
June 30,
2016
 
December 31,
2015
 
 
 
 
 
Mortgages payable, net
 
$
1,032,287

 
$
1,123,136

Unsecured notes payable, net
 
495,818

 
495,576

Unsecured term loans, net
 
447,005

 
447,526

Unsecured revolving line of credit
 
305,000

 
100,000

Total
 
2,280,110

 
2,166,238

Mortgage premium, net of accumulated amortization
 
(1,651
)
 
(1,865
)
Mortgage discount, net of accumulated amortization
 
644

 
1

Unsecured notes payable discount, net of accumulated amortization
 
1,030

 
1,090

Capitalized loan fees, net of accumulated amortization
 
12,311

 
13,041

Total notional debt
 
2,292,444

 
2,178,505

Less: consolidated cash and cash equivalents
 
(29,788
)
 
(51,424
)
Total net debt
 
2,262,656

 
2,127,081

Series A preferred stock
 
135,000

 
135,000

Total net debt and preferred stock
 
$
2,397,656

 
$
2,262,081




Reconciliation of Net Income Attributable to Common Shareholders to Adjusted EBITDA
 
 
Three Months Ended
 
 
June 30, 2016
 
December 31, 2015
 
 
 
 
 
Net income attributable to common shareholders
 
$
26,239

 
$
644

Preferred stock dividends
 
2,363

 
2,363

Interest expense
 
25,977

 
28,328

Depreciation and amortization
 
53,443

 
51,361

Gain on sales of investment properties, net of noncontrolling interest
 
(9,613
)
 
(8,050
)
Gain on extinguishment of other liabilities
 
(6,978
)
 

Provision for impairment of investment properties
 
4,142

 
15,824

Realignment separation charges (a)
 

 
1,193

Adjusted EBITDA
 
$
95,573

 
$
91,663

Annualized
 
$
382,292

 
$
366,652



(a)
Included in "General and administrative expenses" in the condensed consolidated statements of operations.

2nd Quarter 2016 Supplemental Information
 
22