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EX-99.2 - EXHIBIT 99.2 - RETAIL PROPERTIES OF AMERICA, INC.ex-9929x30x18.htm
8-K - 8-K - RETAIL PROPERTIES OF AMERICA, INC.form8-k9x30x18.htm

Exhibit 99.1

rpailogoq32018.jpg 
 
RETAIL PROPERTIES OF AMERICA, INC. REPORTS
THIRD QUARTER AND YEAR TO DATE RESULTS
Oak Brook, IL – October 30, 2018 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today reported financial and operating results for the quarter and nine months ended September 30, 2018.
FINANCIAL RESULTS
For the quarter ended September 30, 2018, the Company reported:
Net income attributable to common shareholders of $12.8 million, or $0.06 per diluted share, compared to $33.5 million, or $0.15 per diluted share, for the same period in 2017;
Funds from operations (FFO) attributable to common shareholders of $54.3 million, or $0.25 per diluted share, compared to $57.1 million, or $0.25 per diluted share, for the same period in 2017; and
Operating funds from operations (Operating FFO) attributable to common shareholders of $58.0 million, or $0.26 per diluted share, compared to $59.3 million, or $0.26 per diluted share, for the same period in 2017.
For the nine months ended September 30, 2018, the Company reported:
Net income attributable to common shareholders of $65.5 million, or $0.30 per diluted share, compared to $134.5 million, or $0.57 per diluted share, for the same period in 2017;
FFO attributable to common shareholders of $164.3 million, or $0.75 per diluted share, compared to $118.3 million, or $0.51 per diluted share, for the same period in 2017; and
Operating FFO attributable to common shareholders of $168.8 million, or $0.77 per diluted share, compared to $189.1 million, or $0.81 per diluted share, for the same period in 2017.
OPERATING RESULTS
For the quarter ended September 30, 2018, the Company’s portfolio results were as follows:
3.8% increase in same store net operating income (NOI) over the comparable period in 2017;
Total same store portfolio percent leased, including leases signed but not commenced: 94.1% at September 30, 2018, up 50 basis points from 93.6% at June 30, 2018 and up 20 basis points from 93.9% at September 30, 2017;
Retail portfolio percent leased, including leases signed but not commenced: 94.0% at September 30, 2018, up 50 basis points from 93.5% at June 30, 2018 and up 130 basis points from 92.7% at September 30, 2017;
Retail portfolio annualized base rent (ABR) per occupied square foot of $19.36 at September 30, 2018, up 4.6% from $18.50 ABR per occupied square foot at September 30, 2017;
999,000 square feet of retail leasing transactions comprised of 140 new and renewal leases; and
Positive comparable cash leasing spreads of 8.0% on new leases, containing 220 basis points of annual contractual rent increases, and 5.8% on renewal leases for a blended re-leasing spread of 6.3%.

n Retail Properties of America, Inc.
T: 855.247.RPAI
www.rpai.com    2021 Spring Road, Suite 200
Oak Brook, IL 60523


For the nine months ended September 30, 2018, the Company’s portfolio results were as follows:
2.1% increase in same store NOI over the comparable period in 2017;
2,325,000 square feet of retail leasing transactions comprised of 365 new and renewal leases; and
Positive comparable cash leasing spreads of 8.7% on new leases, containing 220 basis points of annual contractual rent increases, and 5.5% on renewal leases for a blended re-leasing spread of 5.9%.
“The RPAI team delivered yet another strong quarter led by our same store NOI growth of 3.8%,” stated Steve Grimes, chief executive officer. “Our operating portfolio continues to demonstrate its strength and resiliency, solidifying our conviction around our $400 million in expansion and redevelopment starts in 2019. Our balance sheet and liquidity are in check, our team is eager to grow, and we are operating on all fronts to capitalize on our value creation initiatives.”
INVESTMENT ACTIVITY
Acquisitions
The Company is under contract to acquire One Loudoun Uptown, a 58 acre land parcel, of which 32 acres are developable, located adjacent to One Loudoun Downtown, an existing multi-tenant retail asset located in the Washington, D.C. metropolitan statistical area, for a gross purchase price of $25.0 million. This transaction is expected to close during the fourth quarter of 2018, subject to satisfaction of customary closing conditions.
Dispositions
Year to date, the Company has completed property dispositions totaling $193.0 million, the sale of development air rights for $12.0 million and the sale of a land parcel and the rights to develop eight residential units at One Loudoun Downtown for $1.8 million.
The Company is under contract to sell one non-target multi-tenant retail asset for $8.5 million and one single-user retail asset for $25.9 million, both of which are expected to close during the fourth quarter of 2018, subject to satisfaction of customary closing conditions. The Company is also under contract to sell land and the rights to develop 22 residential units at One Loudoun Downtown for $5.0 million. The sale of land and development rights is expected to close in two phases by early 2019, subject to satisfaction of customary closing conditions.
One Loudoun Downtown Expansion – Joint Venture
During the quarter, the Company entered into a development joint venture agreement for the expansion of pads G and H at One Loudoun Downtown. The project encompasses the construction of 378 residential rental units and up to approximately 66,600 square feet of commercial space. The joint venture facilitates the construction and management of the residential units and construction of a portion of the commercial space, which will be delivered to the Company once complete.
BALANCE SHEET AND CAPITAL MARKETS ACTIVITY
As of September 30, 2018, the Company had approximately $1.6 billion of consolidated indebtedness with a weighted average contractual interest rate of 3.82%, a weighted average maturity of 5.1 years and a net debt to adjusted EBITDAre ratio of 5.1x.
During the quarter, the Company repaid $67.2 million of mortgage debt, excluding amortization, with a weighted average interest rate of 6.06% and incurred prepayment penalties of $4.8 million. In addition, the Company entered into two forward-starting interest rate swap agreements to effectively fix the interest rate on the Term Loan Due 2023 at 2.85%, plus the applicable credit spread, effective November 23, 2018, upon maturity of the existing swaps, through November 22, 2023.



Year to date, the Company has repaid $178.0 million of total debt, excluding amortization, with a weighted average interest rate of 4.46% and incurred prepayment penalties of $5.8 million.
Common Stock Repurchases
To date in 2018, the Company has repurchased 4.1 million shares of common stock under its stock repurchase program at an average price per share of $12.12 for $49.7 million. These repurchases consist of (i) 2.6 million shares repurchased during the third quarter at an average price per share of $12.13 for $31.2 million, including 0.9 million shares repurchased in September 2018 for $10.5 million, which settled in October 2018 and (ii) 1.5 million shares repurchased in early October 2018 at an average price per share of $12.11 for $18.5 million.
2018 GUIDANCE
The Company expects to generate net income attributable to common shareholders of $0.36 to $0.38 per diluted share in 2018. The Company is maintaining its 2018 Operating FFO attributable to common shareholders guidance range of $1.00 to $1.02 per diluted share based, in part, on the following assumptions:
Same store NOI growth of 2.0% to 2.5%, no change from the midpoint of the previous range of 1.75% to 2.75%;
Acquisitions of approximately $75 million including repurchases of common stock, an increase of $25 million from the midpoint of the previous range of $25 to $75 million;
Property dispositions of approximately $200 million; and
General and administrative expenses of $40 to $42 million, excluding the impact on earnings from executive separation.
DIVIDEND
On October 24, 2018, the Company declared the fourth quarter 2018 quarterly cash dividend of $0.165625 per share on its outstanding Class A common stock, which will be paid on January 10, 2019 to Class A common shareholders of record on December 27, 2018.
WEBCAST AND CONFERENCE CALL INFORMATION
The Company’s management team will hold a webcast on Wednesday, October 31, 2018 at 11:00 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 INVEST section. A replay of the webcast will be available. To listen to the replay, please go to www.rpai.com in the INVEST section of the website and follow the instructions.
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 call will be available from 2:00 PM (ET) on October 31, 2018 until midnight (ET) on November 14, 2018. The replay can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers and entering pin number 13682719.
SUPPLEMENTAL INFORMATION
The Company has posted supplemental financial and operating information and other data in the INVEST section of its website.
ABOUT RPAI
Retail Properties of America, Inc. is a REIT that owns and operates high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of September 30,



2018, the Company owned 105 retail operating properties in the United States representing 19.5 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” 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, adverse impact of e-commerce developments and shifting consumer retail behavior on tenants, interest rates or operating costs, real estate valuations, 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 and dispositions, including the Company’s ability to identify and pursue acquisition and disposition opportunities, risks generally associated with redevelopment, including the impact of construction delays and cost overruns, the Company’s ability to lease redeveloped space and identify and pursue redevelopment opportunities, competitive and cost factors, the Company’s ability 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, 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.
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 its real estate operating portfolio, which is its core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, the impact on earnings from gains or losses associated with the early extinguishment of debt or other liabilities, gain on sale and impairment charges on assets other than depreciable real estate, litigation involving the Company, including actual or anticipated settlement and associated legal costs, the impact on earnings from executive separation and the excess of redemption value over carrying value of preferred stock redemption, which are not otherwise adjusted in 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 (non-cash), 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 lease termination fee expense, straight-line ground rent expense (non-cash) and amortization of acquired ground lease intangibles (non-cash). NOI consists of Same Store NOI and NOI from Other Investment Properties. Same Store NOI for the three and nine months ended September 30, 2018 represents NOI from the Company’s same store portfolio consisting of 102 retail operating properties acquired or placed in service and stabilized prior to January 1, 2017. NOI from Other Investment Properties for the three and nine months ended September 30, 2018 represents NOI primarily from (i) properties acquired during 2017, (ii) Reisterstown Road Plaza, which is in active redevelopment, (iii) the redevelopment portion of Circle East, formerly known as Towson Circle, which is in active redevelopment, (iv) Carillon, formerly known as Boulevard at the Capital Centre, where the Company has begun activities in anticipation of future redevelopment, (v) the properties that were sold or held for sale in 2017 and 2018, including Schaumburg Towers, and (vi) the net income from the Company’s wholly-owned captive insurance company. 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.
As defined by NAREIT, EBITDA for real estate (EBITDAre) means net income (loss) computed in accordance with GAAP, plus (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) impairment charges on depreciable property and (v) impairment charges on investments in unconsolidated affiliates if caused by a decrease in the value of depreciable property in the affiliate, plus or minus (i) gains (or losses) from sales of depreciable property, including gains (or losses) on change in control, and (ii) adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates. The Company reports Adjusted EBITDAre, which excludes the impact of certain discrete non-operating transactions and other events such as (i) the impact on earnings from executive separation, (ii) impairment charges on non-depreciable real estate and (iii) gains on the sale of non-depreciable real estate, if any. The Company believes that Adjusted EBITDAre is useful because it allows investors and management to evaluate and compare the Company’s performance from period to period in a meaningful and consistent manner in addition to standard financial measurements under GAAP. Adjusted EBITDAre is a supplemental non-GAAP financial measure and should not be considered an alternative to “Net income” or “Net income attributable to common shareholders” as an indicator of the Company’s financial performance. Comparison of the Company’s presentation of Adjusted EBITDAre 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 EBITDAre 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 and disposition proceeds temporarily restricted related to potential Internal Revenue Code Section 1031 tax-deferred exchanges (1031 Exchanges) divided by (ii) Adjusted EBITDAre for the prior three months, annualized (Annualized Adjusted EBITDAre). 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 and disposition proceeds temporarily restricted related to potential 1031 Exchanges, which could be used to repay debt, compared to its performance as measured using Annualized Adjusted EBITDAre. Comparison of the Company’s presentation of Net Debt to Adjusted EBITDAre 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
Julie Swinehart
Executive Vice President, Chief Financial Officer and Treasurer
Retail Properties of America, Inc.
(630) 634-4225




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

 
 
September 30,
2018
 
December 31,
2017
Assets
 
 
 
 
Investment properties:
 
 
 
 
Land
 
$
1,041,251

 
$
1,066,705

Building and other improvements
 
3,588,653

 
3,686,200

Developments in progress
 
23,106

 
33,022

 
 
4,653,010

 
4,785,927

Less accumulated depreciation
 
(1,281,367
)
 
(1,215,990
)
Net investment properties
 
3,371,643

 
3,569,937

 
 
 
 
 
Cash and cash equivalents
 
29,702

 
25,185

Accounts and notes receivable (net of allowances of $7,723 and $6,567, respectively)
 
74,623

 
71,678

Acquired lease intangible assets, net
 
103,386

 
122,646

Assets associated with investment properties held for sale
 

 
3,647

Other assets, net
 
78,102

 
125,171

Total assets
 
$
3,657,456

 
$
3,918,264

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Liabilities:
 
 
 
 
Mortgages payable, net (includes unamortized premium of $837 and $1,024,
respectively, unamortized discount of $(547) and $(579), respectively, and
unamortized capitalized loan fees of $(388) and $(615), respectively)
 
$
206,104

 
$
287,068

Unsecured notes payable, net (includes unamortized discount of $(764) and $(853),
respectively, and unamortized capitalized loan fees of $(3,027) and $(3,399), respectively)
 
696,209

 
695,748

Unsecured term loans, net (includes unamortized capitalized loan fees of $(2,250)
and $(2,730), respectively)
 
447,750

 
547,270

Unsecured revolving line of credit
 
209,000

 
216,000

Accounts payable and accrued expenses
 
76,794

 
82,698

Distributions payable
 
36,312

 
36,311

Acquired lease intangible liabilities, net
 
89,351

 
97,971

Other liabilities
 
76,557

 
69,498

Total liabilities
 
1,838,077

 
2,032,564

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding
 

 

Class A common stock, $0.001 par value, 475,000 shares authorized,
217,852 and 219,237 shares issued and outstanding as of September 30, 2018
and December 31, 2017, respectively
 
218

 
219

Additional paid-in capital
 
4,547,158

 
4,574,428

Accumulated distributions in excess of earnings
 
(2,733,559
)
 
(2,690,021
)
Accumulated other comprehensive income
 
5,562

 
1,074

Total equity
 
1,819,379

 
1,885,700

Total liabilities and equity
 
$
3,657,456

 
$
3,918,264








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


 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
Revenues
 
 

 
 

 
 

 
 

Rental income
 
$
90,975

 
$
100,977

 
$
278,076

 
$
316,968

Tenant recovery income
 
26,817

 
28,024

 
80,090

 
88,334

Other property income
 
1,345

 
1,518

 
4,977

 
6,249

Total revenues
 
119,137

 
130,519

 
363,143

 
411,551

 
 
 
 
 
 
 
 
 
Expenses
 
 

 
 

 
 

 
 

Operating expenses
 
17,596

 
19,572

 
57,235

(a)
62,440

Real estate taxes
 
18,037

 
21,863

 
56,206

 
65,229

Depreciation and amortization
 
43,169

 
51,469

 
132,107

 
157,268

Provision for impairment of investment properties
 

 
45,822

 
1,316

 
58,856

General and administrative expenses
 
9,160

 
7,785

 
31,929

 
29,368

Total expenses
 
87,962

 
146,511

 
278,793

 
373,161

 
 
 
 
 
 
 
 
 
Operating income (loss)
 
31,175

 
(15,992
)
 
84,350

 
38,390

 
 
 
 
 
 
 
 
 
Interest expense
 
(21,336
)
 
(21,110
)
 
(56,918
)
 
(128,077
)
Other income (expense), net
 
303

 
(76
)
 
853

 
380

Income (loss) from continuing operations
 
10,142

 
(37,178
)
 
28,285

 
(89,307
)
Gain on sales of investment properties
 
2,692

 
73,082

 
37,211

 
230,874

Net income
 
12,834

 
35,904

 
65,496

 
141,567

Preferred stock dividends
 

 
(2,362
)
 

 
(7,087
)
Net income attributable to common shareholders
 
$
12,834

 
$
33,542

 
$
65,496

 
$
134,480

 
 
 
 
 
 
 
 
 
Earnings per common share – basic
 
 

 
 

 
 

 
 

Net income per common share attributable to common shareholders
 
$
0.06

 
$
0.15

 
$
0.30

 
$
0.58

Earnings per common share – diluted
 
 
 
 
 
 
 
 
Net income per common share attributable to common shareholders
 
$
0.06

 
$
0.15

 
$
0.30

 
$
0.57

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – basic
 
218,808

 
229,508

 
218,879

 
233,348

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – diluted
 
219,021

 
230,104

 
219,277

 
233,949



(a)
Includes $1,900 of termination fees recorded during the second quarter of 2018 related to the Toys "R" Us auction process whereby the Company was the winning bidder on two leases.





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


Funds From Operations (FFO) Attributable to Common Shareholders and
Operating FFO Attributable to Common Shareholders
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net income attributable to common shareholders
 
$
12,834

 
$
33,542

 
$
65,496

 
$
134,480

Depreciation and amortization of depreciable real estate
 
42,861

 
50,867

 
131,226

 
155,857

Provision for impairment of investment properties
 

 
45,822

 
1,316

 
58,856

Gain on sales of depreciable investment properties
 
(1,407
)
 
(73,082
)
 
(33,747
)
 
(230,874
)
FFO attributable to common shareholders
 
$
54,288

 
$
57,149

 
$
164,291

 
$
118,319

 
 
 
 
 
 
 
 
 
FFO attributable to common shareholders
per common share outstanding – diluted
 
$
0.25

 
$
0.25

 
$
0.75

 
$
0.51

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO attributable to common shareholders
 
$
54,288

 
$
57,149

 
$
164,291

 
$
118,319

Impact on earnings from the early extinguishment of debt, net
 
4,892

 
3,006

 
5,944

 
71,675

Provision for hedge ineffectiveness
 

 
5

 

 
16

Gain on sale of non-depreciable investment property
 
(1,285
)
 

 
(3,464
)
 

Impact on earnings from executive separation (a)
 

 
(1,086
)
 
1,737

 
(1,086
)
Other (b)
 
100

 
207

 
323

 
188

Operating FFO attributable to common shareholders
 
$
57,995

 
$
59,281

 
$
168,831

 
$
189,112

 
 
 
 
 
 
 
 
 
Operating FFO attributable to common shareholders
per common share outstanding – diluted
 
$
0.26

 
$
0.26

 
$
0.77

 
$
0.81

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding – diluted
 
219,021

 
230,104

 
219,277

 
233,949



(a)
Reflected as a (decrease) increase within "General and administrative expenses" in the condensed consolidated statements of operations.
(b)
Primarily consists of the impact on earnings from litigation involving the Company, including actual or anticipated settlement and associated legal costs, which are included in "Other income (expense), net" in the condensed consolidated statements of operations.



FFO Attributable to Common Shareholders and Operating FFO Attributable to Common Shareholders Guidance
 
 
Per Share Guidance Range
Full Year 2018
 
 
Low
 
High
 
 
 
 
 
Net income attributable to common shareholders
 
$
0.36

 
$
0.38

Depreciation and amortization of depreciable real estate
 
0.79

 
0.79

Provision for impairment of investment properties
 
0.01

 
0.01

Gain on sales of depreciable investment properties
 
(0.18
)
 
(0.18
)
FFO attributable to common shareholders
 
$
0.98

 
$
1.00

 
 
 
 
 
Impact on earnings from the early extinguishment of debt
 
0.03

 
0.03

Gain on sale of non-depreciable investment property
 
(0.02
)
 
(0.02
)
Impact on earnings from executive separation
 
0.01

 
0.01

Other
 

 

Operating FFO attributable to common shareholders
 
$
1.00

 
$
1.02







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


Reconciliation of Net Income Attributable to Common Shareholders to Same Store NOI
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Net income attributable to common shareholders
$
12,834

 
$
33,542

 
$
65,496

 
$
134,480

Adjustments to reconcile to Same Store NOI:
 

 
 

 
 

 
 

Preferred stock dividends

 
2,362

 

 
7,087

Gain on sales of investment properties
(2,692
)
 
(73,082
)
 
(37,211
)
 
(230,874
)
Depreciation and amortization
43,169

 
51,469

 
132,107

 
157,268

Provision for impairment of investment properties

 
45,822

 
1,316

 
58,856

General and administrative expenses
9,160

 
7,785

 
31,929

 
29,368

Interest expense
21,336

 
21,110

 
56,918

 
128,077

Straight-line rental income, net
(946
)
 
(1,849
)
 
(4,826
)
 
(3,109
)
Amortization of acquired above and below market lease intangibles, net
(540
)
 
(482
)
 
(3,748
)
 
(1,762
)
Amortization of lease inducements
259

 
242

 
746

 
824

Lease termination fees, net
(196
)
 
(188
)
 
477

 
(2,310
)
Straight-line ground rent expense
580

 
674

 
1,825

 
2,037

Amortization of acquired ground lease intangibles
(140
)
 
(140
)
 
(420
)
 
(420
)
Other (income) expense, net
(303
)
 
76

 
(853
)
 
(380
)
NOI
82,521

 
87,341

 
243,756

 
279,142

NOI from Other Investment Properties
(5,027
)
 
(12,667
)
 
(13,291
)
 
(53,483
)
Same Store NOI
$
77,494

 
$
74,674

 
$
230,465

 
$
225,659









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


Reconciliation of Mortgages Payable, Net, Unsecured Notes Payable, Net,
Unsecured Term Loans, Net and Unsecured Revolving Line of Credit to Total Net Debt
 
 
September 30,
2018
 
December 31,
2017
 
 
 
 
 
Mortgages payable, net
 
$
206,104

 
$
287,068

Unsecured notes payable, net
 
696,209

 
695,748

Unsecured term loans, net
 
447,750

 
547,270

Unsecured revolving line of credit
 
209,000

 
216,000

Total
 
1,559,063

 
1,746,086

Mortgage premium, net of accumulated amortization
 
(837
)
 
(1,024
)
Mortgage discount, net of accumulated amortization
 
547

 
579

Unsecured notes payable discount, net of accumulated amortization
 
764

 
853

Capitalized loan fees, net of accumulated amortization
 
5,665

 
6,744

Total notional debt
 
1,565,202

 
1,753,238

Less: consolidated cash and cash equivalents
 
(29,702
)
 
(25,185
)
Less: disposition proceeds temporarily restricted related to potential
Internal Revenue Code Section 1031 tax-deferred exchanges
 

 
(54,087
)
Total net debt
 
$
1,535,500

 
$
1,673,966

Net Debt to Adjusted EBITDAre (a)
 
5.1x

 
5.5x




Reconciliation of Net Income to Adjusted EBITDAre
 
 
 
Three Months Ended
 
 
September 30, 2018
 
December 31, 2017
 
 
 
 
 
Net income
 
$
12,834

 
$
109,924

Interest expense
 
21,336

 
18,015

Depreciation and amortization
 
43,169

 
46,598

Gain on sales of depreciable investment properties
 
(1,407
)
 
(107,101
)
Provision for impairment of depreciable investment properties
 

 
8,147

EBITDAre
 
$
75,932

 
$
75,583

Gain on sale of non-depreciable investment property
 
(1,285
)
 

Adjusted EBITDAre
 
$
74,647

 
$
75,583

Annualized Adjusted EBITDAre
 
$
298,588

 
$
302,332



(a)
For purposes of this ratio calculation, annualized three months ended figures were used.