I N V E S T O R U P D AT E
2 0 1 8
Q1
This presentation contains “forward-looking statements” within the meaning of the safe harbor from civilliability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth inSection 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of theSecurities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involvenumerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and wemay not be able to realize them. We do not guarantee that the transactions and events described willhappen as described (or that they will happen at all). You can identify forward-looking statements by theuse of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intends,” “plans,”“estimates,” “continue” or “anticipates” and variations of such words or similar expressions or the negativeof such words. You can also identify forward-looking statements by discussions of strategies, vision, plansor intentions. Risks, uncertainties and changes in the following factors, among others, could cause actualresults and future events to differ materially from those set forth or contemplated in the forward-lookingstatements:
economic, business and financial conditions, and changes in our industry and changes in the real estatemarkets in particular;
economic and other developments in markets where we have a high concentration of properties;
our business strategy;
our projected operating results;
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;
interest rates or operating costs;
real estate and zoning laws and changes in real property tax rates;
real estate valuations;
our leverage;
our ability to generate sufficient cash flows to service our outstanding indebtedness and makedistributions to our shareholders;
our ability to obtain necessary outside financing;
the availability, terms and deployment of capital;
general volatility of the capital and credit markets and the market price of our Class A common stock;
risks generally associated with real estate acquisitions and dispositions, including our ability to identifyand pursue acquisition and disposition opportunities;
risks generally associated with redevelopment, including the impact of construction delays and costoverruns, our ability to lease redeveloped space and our ability to identify and pursue redevelopmentopportunities;
composition of members of our senior management team;
our ability to attract and retain qualified personnel;
our ability to continue to qualify as a real estate investment trust (REIT);
governmental regulations, tax laws and rates and similar matters;
our compliance with laws, rules and regulations;
environmental uncertainties and exposure to natural disasters;
insurance coverage;
the likelihood or actual occurrence of terrorist attacks in the U.S.; and
other risk factors, including those detailed in the section titled “Risk Factors” of our most recent Form10-K and Form 10-Q filed with the SEC.
You should not place undue reliance on any forward-looking statements, which are based only oninformation currently available to us (or to third parties making the forward-looking statements). Weundertake no obligation to publicly release any revisions to such forward-looking statements to reflectevents or circumstances after the date of this presentation, except as required by applicable law.
All information is presented on a consolidated basis and is as of March 31, 2018, unless otherwise noted
All demographic information is sourced from The Nielsen Company, unless otherwise noted
All peer metric information is sourced from company filings as of March 31, 2018 unless otherwise noted
Forward-Looking Statements
2
3
G ROW
investment grade balance sheet
flexibility and low leverage in
order to remain nimble, yet
disciplined, when allocating capital
in the right real estate and in our
platform through an intense focus
on talent development
earnings organically through
leasing, redevelopment, and
prudent cost management
long-term shareholder value
through a highly concentrated
portfolio of Class A assets and
accretive redevelopment projects
OUR STRATEGY
To generate long-term shareholder value
through the ownership, operation and
mixed-use redevelopment of high-quality,
multi-tenant retail assets in our
geographically-focused portfolio
C R E AT E
M A I N TA I N I N V E ST
Foundations of our Strategy
Our Performance
4
First Quarter 2018 Results
Net Income Attributable to Common Shareholders $0.19
Operating FFO/Share $0.25
Same Store NOI Growth 1.5%
General & Administrative Expense2 $10.8 million
Disposition Activity3 $193.0 million
Blended Comparable Re-Leasing Spreads 6.4%
Leasing Volume 97 leases representing637,000 square feet
Retail Leased Rate 94.3%
Retail ABR PSF $19.06
Net Income Attributable to Common Shareholders $0.34 - $0.38
Operating FFO/Share $0.98 - $1.02
Assumptions supporting 2018 Guidance1
Same store NOI growth 2.0% to 3.0%
General & administrative expenses2 $40 - $43 million
Property dispositions ~$200 million
Property acquisitions $50 to $150 million
2018 Guidance1
T O T A L C A P I T A L I Z A T I O N
I N V E S T M E N T G R A D E
BBB-S & P
Baa3Moody’s
$4.2B
N Y S E : R P A I
1
5
1 0 6 R E T A I L O P E R A T I N G P R O P E R T I E S
19.5 MILLION SQUARE FEET
6
Geographically Focused PortfolioN E A R LY 8 7 % O F O U R M U LT I - T E N A N T A B R I S I N T H E TO P 2 5 M S A s
C H I C A G O
D A L L A S
N E W Y O R K
D . C . / B A L T I M O R E
A T L A N T A
S E A T T L E
P H O E N I X
H O U S T O N
S A N A N T O N I O
A U S T I N
D A L L A S24.7%
D . C . / B A L T I M O R E14.0%
N E W Y O R K ( M E T R O )10.4%
C H I C A G O8.4%
S E A T T L E6.3%
Top Five Markets (Rank by ABR1)
Real Estate Driven E V O LV I N G M U LT I - T E N A N T R E TA I L A S S E T M I X
N E I G H B O R H O O D /C O M M U N I T Y C E N T E R S
P O W E R C E N T E R S
L I F E S T Y L E C E N T E R S /M I X E D - U S E
Avg. Household Income $103,000
Population 117,000
Est. Population Growth 5.3%
3-mile radius
Avg. Household Income $109,000
Population 193,000
Est. Population Growth 6.1%
5-mile radius
Asset mix based on ABR
Avg. Household Income $137,000
Population 415,000
Est. Population Growth 5.6%
5-mile radius
46%
22%
32%
7
8
QUALITY METRICS
GROWTHMETRICS
BALANCE SHEET
METRICS
Strength in Numbers
$19.06 Retail ABR PSF
$115K 3-mile Average HH Income1
139K 3-mile Population1
33% SuperZip Locations2
$515 Lifestyle Inline Sales PSF3
49% Small Shop (based on Retail ABR)
9.2% Blended Re-leasing Spreads4
100 bps Contractual Rent Increases3
79% Expense Recovery Margin5
20%Annual Development Spend (% of Capex)
5.4x Net Debt to Adjusted EBITDA6
32.2% Leverage Ratio7
3.4x Fixed Charge Coverage Ratio8
5.5% Secured Debt to Total Assets9
87% Unencumbered NOI10
P E E R C O M PA R I S O N
9
$27.18
$21.28 $20.43 $19.06 $18.90
$17.41 $16.49
$15.69
$13.61
$0
$5
$10
$15
$20
$25
$30
FRT REG ROIC RPAI WRI UE DDR KIM BRX
RETAIL ABR PSF
10
Peer Comparison | Our High Quality Portfolio
36%33%
25%
14%12% 11% 10%
8%
0%
5%
10%
15%
20%
25%
30%
35%
40%
FRT RPAI REG KIM DDR ROIC BRX UE
SUPERZIP - % OF VALUE1
195
175
154 147
126 122 117 104
87
-
20
40
60
80
100
120
140
160
180
200
220
UE FRT REG RPAI KIM WRI ROIC DDR BRX
RETAIL – THREE MILE POPULATION1
(IN THOUSANDS)
11
Peer Comparison | Our Dominant Locations
RETAIL – THREE MILE AVERAGE HOUSEHOLD INCOME1
(IN THOUSANDS)
98
87 85 84 8380
7471 68
$0
$15
$30
$45
$60
$75
$90
$105
FRT REG RPAI ROIC UE KIM DDR WRI BRX
35% 35%
6%4%
2% 2% 2%1%
0%0%
5%
10%
15%
20%
25%
30%
35%
40%
RPAI FRT REG DDR KIM UE WRI BRX ROIC
% VALUE IN LIFESTYLE/STREET RETAIL2
9.3% O C C U P A N C Y C O S T S 1
$515 L I F E S T Y L E S A L E S ( P S F ) 1
12
62%
56% 55%
49% 49%
45%
41%
37%
28%
0%
10%
20%
30%
40%
50%
60%
70%
ROIC WRI REG RPAI FRT BRX KIM DDR UE
% OF ABR – SMALL SHOP
Peer Comparison | Portfolio Composition
UE WRI RPAI REG KIM FRT DDR BRX ROIC
NET DEBT TO ADJUSTED EBITDA1
4.8x1
5.1x1
5.4x25.6x1 5.7x
5.9x36.1x
6.6x
7.1x
13
Peer Comparison | Leverage
F U N D A M E N TA L S
14
Retail Real Estate is Bifurcating
C O N V E N I E N C E & D E N S I T Y
High density
Strong barriers to entry
Superior access and exposure
Strong daytime population
Lower dwell times
Transit oriented
E X P E R I E N T I A L
Affluent demographics
Live, work, shop, play
Strong daytime population
Highly educated
Higher dwell times
CO M M O D I T Y
Outdated store spacing model
Weak relative demographic profiles
Markedly lower pricing power
RPAI’s repositioning strategy focuses on the “bookends” of the three available real estate
products. While each asset type is not mutually exclusive, we believe that the best
real estate densifies over time.“Consumers must buy”
15
“Consumers want to buy”
2
Tenant Profile
16
% of Retail ABR
% of Retail Occupied GLA
Moody's / S&P Credit Rating
Best Buy Co., Inc. 2.7% 3.0% Baa1/BBB
Regal Entertainment Group 2.0% 1.2% NR/NR
Ross Stores, Inc. 2.0% 3.2% A3/A-
Bed Bath & Beyond Inc. 2.0% 2.7% Baa2/BBB-
AB Acquisition LLC 1.9% 2.7% NR/NR
The TJX Companies, Inc. 1.9% 3.5% A2/A+
PetSmart, Inc. 1.7% 2.0% B2/CCC+
Michaels Stores, Inc. 1.4% 2.1% Ba2/BB-
Ascena Retail Group, Inc. 1.4% 1.2% Ba3/B
BJ’s Wholesale Club, Inc. 1.3% 1.3% B3/NR
Total 18.3% 22.9%
Peer Average1 21.4%
Difference 3.1%
R E TA I L T E N A N T S Z E R O T E N A N T E X P O S U R E
Well-Balanced Merchandising Mix
17%
11%
12% 11%
9% 5%
5%
8% 7%
3% 3%
2%3%
1%
DRUG
STORES
17Merchandise mix based on multi-tenant retail ABR
1%
2%
Backfill Opportunities = Value Creation
18
In 2016 and 2017, we took back 13 anchor boxes due to tenant bankruptcies
RESULTS
Number of spaces re-leased: 11
Re-leasing spreads: 10%
Average downtime: 12 months
REDUCED EXPOSURE UPGRADED RETAILERS
The Opportunity
Seven boxes averaging ~30,000 square feetMark to Market opportunity of nearly 100%
Minimal downtime of 12 to 15 months
19
Case Study: Gurnee Town CenterChicago MSA
PROPERTY DESCRIPTION
Gurnee Town Center is a 179,000 square foot power center located in the Chicago MSA that yields excellent daytime traffic as a result of its adjacency to a regional outlet mall and proximity to Six Flags Great America Amusement Park
The Center is positioned in an upscale area with average household income exceeding $124,000 in a 3-mile radius
REMERCHANDISING RESULTS
Re-leased a former hhgregg location and upgraded the property’s merchandising mix with Art Van Furniture
Re-leasing spread of 69.2%
20
Case Study: Tysons CornerWashington, D.C. MSA
PROPERTY DESCRIPTION
Tysons Corner is a 38,000 square foot community center located in the heart of the bustling Tysons corridor
The Center draws strong daytime traffic numbers and is located in an affluent and dense trade area with average household income exceeding $195,000 in a 3-mile radius
REMERCHANDISING RESULTS
Re-leased a former Golfsmith location and upgraded the property's merchandising mix with The Container Store
Re-leasing spread of 31.6%
Manageable Retail Lease Expiration Profile
4.2% 14.4% 9.5% 10.7% 14.8% 39.1%
5.8%
16.7%
10.1%12.3%
13.9%
40.9%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
2018 2019 2020 2021 2022 Thereafter
% of Retail GLA % of Retail ABR
1
21
R E D E V E L O P M E N T
22
Robust Development Pipeline
23
ANNUAL DEVELOPMENT SPEND (millions)
$0
$10
$20
$30
$40
$50
$60
$70
$80
2017Actual
2018Projected
Stabilized Projected
Our goal is to create a pipeline where we deploy capital
of $50 to $100 million annually
Projected incremental return on cost, on average,
in the high single digits
We have over $100 million of air rights embedded
within our redevelopment opportunities, which is
comprised of the right to develop up to 4,000
multi-family units
P R O J E C T O V E R V I E W
Reconfigured existing space and completed a façade renovation
Redevelopment GLA of approximately 39,600 sf is 77% leased and 53% occupied
Avg. Household Income (5-mile): $87,000
Population (5-mile): 345,000
O P P O R T U N I T Y
Occupancy upside
Upgrade tenancy
Active Redevelopment
Reisterstown Road Plaza Redevelopment
24
P R O J E C T E D I N C R E M E N T A L R E T U R N O N C O S T 1
10.5% - 11.5%Total Estimated Net Costs2 (000’s): $9,500 - $10,500
Targeted Stabilization: Q4 2018
P R O J E C T O V E R V I E W
Turn the existing configuration into a mixed-use development that will include double-sided street level retail with approximately 370 third-party owned residential units above
Avg. Household Income (5-mile): $99,000
Population (5-mile): $312,000
O P P O R T U N I T Y
Floor Area Ratio (FAR) increase of 4.6x
Integrate adjacent property Towson Square
Active Redevelopment
Circle East Redevelopment3
25
P R O J E C T E D I N C R E M E N T A L R E T U R N O N C O S T 1
8.0% - 10.0%
Total Estimated Net Costs2 (000’s): $33,000 - $35,000
Targeted Stabilization: Q4 2020
P R O J E C T O V E R V I E W Multi-phased redevelopment of the center that
could include up to three million square feet comprised of retail, residential, hospitality and medical office use
O P P O R T U N I T Y County announced the adjacent site for the location
of the area's new regional hospital and medical hub (Dimensions Healthcare/University of Maryland Medical System (UMMS) Regional Medical Center)
Adjacent to the Metro station of both the Blue and Silver lines
Site offers the right to densify (6 to 14 stories) with full flexibility for use
Area has limited high-end retail destinations for a both retailers and residents in a submarket with strong demographics
Future Redevelopment
Boulevard at the Capital Centre Development Opportunity
26
P R O J E C T E D T A R G E T E D C O M M E N C E M E N T
2018D E M O G R A P H I C P R O F I L E
Average Household Income (5-mile): $91,000
Population (5-mile): 269,000
P R O J E C T O V E R V I E W Expansion of existing site plan to include up to an
additional 182,000 square feet of office and retail and 408 residential units
Currently under contract to sell the rights to develop 30 residential units for $6.8 million
O P P O R T U N I T Y Integrate with the existing successful, mixed-use
development
In-place, approved development rights
Only area within the district of One Loudoun master plan development to have residential unit development rights
Future Redevelopment
One Loudoun Downtown Expansion Opportunity
27
P R O J E C T E D T A R G E T E D C O M M E N C E M E N T
2018D E M O G R A P H I C P R O F I L E
Average Household Income (5-mile): $163,000
Population (5-mile): 187,000
27
P R O J E C T O V E R V I E W Turn an existing thrift store and storage facility into
a vibrant vertically-integrated, mixed-use site with over 300 vertical residential units and approximately 100,000 square feet of retail
O P P O R T U N I T Y Integrate the new development with Mosaic and
RPAI’s adjacent property, Merrifield Town Center I, which is a successful mixed-use destination (retail, office, residential and hotel)
Located within mixed-use zone of Falls Church, which is the new commercial hub of the area
Future Redevelopment
Merrifield Town Center II Redevelopment Opportunity
2828
P R O J E C T E D T A R G E T E D C O M M E N C E M E N T
T a r g e t c o m m e n c e m e n t d a t e h a s n o t b e e n d e t e r m i n e d
D E M O G R A P H I C P R O F I L E
Average Household Income (5-mile): $163,000
Population (5-mile): 370,000
B A L A N C E S H E E T
29
-
100
200
300
400
500
600
700
800
900
Sources Uses
$644Revolver Capacity1
$95Asset Sales2
$34 Cash Balance
$773 $773
$670Liquidity Surplus
Capital Structure Composition Transactional 2018 Projected Sources and Uses(millions of dollars)
$100Acquisitions4
7%
32%61%
Secured Debt Unsecured Debt Common Stock
30
Capital Structure Positioned for Growth
$3Debt Repayments
and principal amortization3
-
100
200
300
400
500
600
700
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter
Dol
lars
in m
illio
ns
Fixed Rate Mortgages Term Loan Revolver Unsecured Notes Amortization 15% of Total Debt
31
Pro Forma Maturity Ladder1
Only 2% of debt, or $32 million, maturing through 20202
F O O T N O T E S , N O N - G A A P F I N A N C I A L M E A S U R E S & O T H E R D E F I N I T I O N S
32
Slide 41 Represents guidance previously provided in our earnings release or earnings call, which was subject to the assumptions set forth therein. We have not updated or reaffirmed that guidance or any of the supporting assumptions and are not doing so by restating it herein 2 Excludes the impact on earnings from executive separation of $1.7 million3 Includes property dispositions completed year to date as of May 1, 2018 and $86.6 million of dispositions under contract as of May 1, 2018
Slide 51 Based on our common stock price of $11.66 as of March 31, 2018
Slide 6 1 Represents our multi-tenant retail operating portfolio
Slide 81 Represents our multi-tenant retail operating portfolio2 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors, as of December 31, 2017 3 Excludes two of our active or anticipated redevelopments, Boulevard at the Capital Centre, Reisterstown Road Plaza and the redevelopment portion of Circle East, formerly known as Towson Circle4 Represents leasing activity in our retail operating portfolio as of March 31, 2018 and for the preceding four quarters5 Expense recovery margin is calculated as same-store tenant recovery income divided by same-store property operating expenses and real estate tax expenses 6 For purposes of the Net Debt to Adjusted EBITDA ratio, Adjusted EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents and disposition proceeds temporarily restricted related to potential 1031 Exchanges7 Based on a capitalization rate of 6.50%
8 The Fixed Charge Coverage Ratio is calculated in accordance with the agreement that governs our 2018 Unsecured Credit Facility, which was entered into on April 23, 2018, and is required to be greater than or equal to 1.50x. We include this ratio to demonstrate the extent by which we exceeded the requirement and it should not be viewed as a measure of our historical or future financial performance, financial position or cash flow9Secured Debt represents notional secured debt and Total Assets is calculated as GAAP book value of total assets excluding the effect of accumulated depreciation10 For purposes of the Unencumbered NOI ratio, Unencumbered NOI is calculated based on the definitions in the agreement that governs our 2018 Unsecured Credit Facility, which was entered into on April 23, 2018
Slide 101 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors as of December 31, 2017
Slide 111 3-mile population and average household income demographic metrics are weighted by value and sourced from Green Street Advisors as of December 31, 2017
Slide 121 Excludes two of our active or anticipated redevelopments, Boulevard at Capital Centre, Reisterstown Road Plaza and the redevelopment portion of Circle East, formerly known as Towson Circle2 Sourced from Green Street Advisors as of December 31, 2017
Slide 131 UE, WRI and REG reported Net Debt to EBITDAre2 For purposes of RPAI’s Net Debt to Adjusted EBITDA ratio, Adjusted EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents and disposition proceeds temporarily restricted related to potential 1031 Exchanges3 Net Debt to Adjusted EBITDA for FRT is sourced from its Fourth Quarter 2017 Investor Presentation
33
Footnotes
Slide 161 Peer average represents the following peers: BRX, DDR, FRT, KIM, REG, ROIC, UE and WRI2 Excludes one Macy’s Backstage location at Fordham Place in the New York MSA
Slide 211 Represents retail operating portfolio as of March 31, 2018 and excludes month-to-month leases, which comprise 0.2% of retail GLA and 0.3% of retail ABR
Slide 24 and 251 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. A property is considered stabilized upon reaching 90% occupancy, but generally no later than one year from the completion of major construction activity. 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 property2 Net Costs represent our estimated share of the project costs, net of proceeds from land sales, sales of air rights, reimbursement from third parties and contributions from a project partner, as applicable
Slide 253 Circle East is the rebranded combined retail and entertainment destination at our existing operating property Towson Square and the redevelopment at Towson Circle
Slide 301 Reflects the $100 million upsize of the revolver capacity as part of the 2018 Unsecured Credit Facility, which was entered into on April 23, 2018, offset by the $105 million draw on the revolver and repayment of the $100 million 2018 Term Loan completed in connection with the 2018 Unsecured Credit Facility2 Represents the 2018 asset sales of $95 million that are remaining to be sold as of March 31, 2018 to arrive at our guidance assumption of ~$200 million as reported on slide 43 Excludes the $100 million repayment of the 2018 term loan that we completed in connection with the 2018 Unsecured Credit Facility, which was entered into on April 23, 20184 Represents the midpoint of our guidance assumption as reported on slide 4
Slide 311 Adjusted to include the maturity dates per the terms of the 2018 Unsecured Credit Facility, which was entered into on April 23, 2018. The 2018 Unsecured Credit Facility extended the revolver’s maturity to 2022 and the revolver’s capacity increase of $100 million was used to repay the 2018 Term Loan2 Includes $11 million of principal amortization and $21 million of mortgages payable
34
Footnotes (continued)
35
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 and residential units, ofwhich the Company owned 62,000 square feet of managed storage space and 15 residential units as of March 31, 2018.
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.
Metropolitan Statistical Area (MSA)
Metropolitan Statistical Area (MSA) information is sourced from the United States Census Bureau and rank is determined based on the most recently available population estimates.
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 its computation of FFO attributable to common shareholders. We believe 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.
Non-GAAP Financial Measures & Other Definitions
36
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 real estate operating portfolio, which is our 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 us, 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 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 (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 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. We believe that NOI, which is a supplemental non-GAAP financial measure, provides an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use NOI to evaluate our performance on a property-by-property basis because this measure allows management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI does not represent an alternative to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as an indicator of our financial performance. Comparison of our presentation of NOI to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
Same Store NOI and NOI from Other Investment Properties
Same Store NOI for the three months ended March 31, 2018 represents NOI from our same store portfolio consisting of 103 retail operating properties acquired or placed in service and stabilized prior to January 1, 2017. NOI from Other Investment Properties for the three months ended March 31, 2018 represents NOI primarily from properties acquired during 2017, Schaumburg Towers, which is classified as held for sale as of March 31, 2018, two properties where we have begun redevelopment and/or activities in anticipation of future redevelopment, the redevelopment portion of Circle East, formerly known as Towson Circle, which has been combined with our neighboring retail operating property formerly known as Towson Square, the properties that were sold or held for sale in 2017 and 2018 and the net income from our wholly-owned captive insurance company.
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.
Non-GAAP Financial Measures & Other Definitions (continued)
37
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 and disposition proceeds temporarily restricted related to potential 1031 Exchanges 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 and disposition proceeds temporarily restricted related to potential 1031 Exchanges, which could be used to repay debt, compared to its 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.
Secured Debt to Total Assets
Secured Debt to Total Assets is a supplemental non-GAAP financial measure and represents (i) our notional secured debt, excluding unamortized premium, discount and capitalized loan fees divided by (ii) GAAP book value of total assets excluding the effect of accumulated depreciation. We believe that this ratio is useful because it provides investors with information regarding our notional secured debt compared to our total assets, excluding the effect of accumulated depreciation. Comparison of our presentation of Secured Debt to Total Assets to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
Unencumbered NOI ratio
Unencumbered NOI ratio is a supplemental non-GAAP financial measure and represents (i) NOI from the unencumbered properties in our portfolio, as defined by the agreement that governs our 2018 Unsecured Credit Facility (comprised of the unsecured term loan and unsecured revolving line of credit), which was entered into on April 23, 2018, for the trailing twelve-month period, divided by (ii) total NOI, as defined by the agreement that governs our 2018 Unsecured Credit Facility, for the same trailing twelve-month period. We believe that this ratio is useful because it allows investors and management to understand and evaluate our progress in unencumbering our portfolio. Unencumbered NOI ratio should not be considered an alternative to “Net income attributable to common shareholders” as an indicator of our financial performance. Comparison of our presentation of Unencumbered NOI ratio to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definitions and application by such REITs. For a complete listing of definitions related to our 2018 Unsecured Credit Facility, refer to the Fifth Amended and Restated Credit Agreement filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 2, 2018.
Non-GAAP Financial Measures & Other Definitions (continued)
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Same Store NOI
38
Three Months Ended March 31, 2018 2017
Net income (loss) attributable to common shareholders 41,780$ (11,462)$ Adjustments to reconcile to Same Store NOI:
Preferred stock dividends - 2,362 Gain on sales of investment properties (34,519) (41,164) Depreciation and amortization 45,228 53,474 Provision for impairment of investment properties 592 - General and administrative expenses 12,495 11,213 Interest expense 18,765 85,532 Straight-l ine rental income, net (2,479) (341) Amortization of acquired above and below market lease intangibles, net (854) (731) Amortization of lease inducements 241 323 Lease termination fees (1,019) (1,612) Straight-l ine ground rent expense 666 686 Amortization of acquired ground lease intangibles (140) (140) Other income, net (222) (5) NOI 80,534 98,135 NOI from Other Investment Properties (3,737) (22,495)
Same Store NOI 76,797$ 75,640$
103 same store properties
39
Reconciliation of Net Income Attributable to Common Shareholders to FFO Attributable to Common Shareholders and Operating FFO Attributable to Common Shareholders
Three Months EndedMarch 31, 2018
Net income attributable to common shareholders 41,780$ Depreciation and amortization of depreciable real estate 44,950 Provision for impairment of investment properties 592 Gain on sales of depreciable investment properties (32,340)
FFO attributable to common shareholders 54,982$
FFO attributable to common shareholders per common share outstanding - diluted 0.25$
FFO attributable to common shareholders 54,982$ Impact on earnings from the early extinguishment of debt 1,028 Gain on sale of non-depreciable investment property (2,179) Impact on earnings from executive separation (a) 1,737 Other (b) 207
Operating FFO attributable to common shareholders 55,775$
Operating FFO attributable to common shareholders per common share outstanding - diluted 0.25$
(a) Reflected as an increase to "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, net" in the condensed consolidated statements of operations.
Reconciliation of Net Income Attributable to Common Shareholders to Adjusted EBITDA and Reconciliation of Mortgages and Notes Payable, Net, Unsecured Notes Payable, Net, Unsecured Term Loans, Net and Unsecured Revolving Line of Credit to Total Net Debt
40
Three Months EndedMarch 31, 2018
Net income attributable to common shareholders 41,780$ Interest expense 18,765 Depreciation and amortization 45,228 Gain on sales of investment properties (34,519) Provision for impairment of investment properties 592 Impact on earnings from executive separation 1,737 Adjusted EBITDA 73,583$ Annualized 294,332$
March 31, 2018Mortgages payable, net 275,316$ Unsecured notes payable, net 695,902 Unsecured term loans, net 547,629 Unsecured revolving l ine of credit 91,000 Total 1,609,847 Mortgage premium, net of accumulated amortization (962) Mortgage discount, net of accumulated amortization 569 Unsecured notes payable discount, net of accumulated amortization 823 Capitalized loan fees, net of accumulated amortization 6,173 Total notional debt 1,616,450 Less: consolidated cash and cash equivalents (33,533) Total net debt 1,582,917$
Net Debt to Adjusted EBITDA1 5.4x
1 For the calculation, annualized three months ended adjusted EBITDA was used
Reconciliation of Net Income Attributable to Common Shareholders to Unencumbered NOI
41
TTM March 31, 2018Net income attributable to common shareholders 290,866$ Adjustments to reconcile to NOI:
Preferred stock dividends 11,505 Gain on sales of investment properties (331,330) Depreciation and amortization 195,620 Provision for impairment of investment properties 67,595 General and administrative expenses 42,006 Interest expense 79,325 Straight-l ine rental income, net (6,784) Amortization of acquired above and below market lease intangibles, net (3,436) Amortization of lease inducements 983 Lease termination fees (1,428) Straight-l ine ground rent expense 2,690 Amortization of acquired ground lease intangibles (560) Other income, net (590) NOI 346,462 Adjustments to reconcile to definition of NOI within the 2018 Unsecured Credit Agreement in effect at the end of the period1 (34,764) NOI, as defined within the unsecured credit agreement in effect at the end of the period 311,698 Encumbered NOI (40,985)
Unencumbered NOI 270,713$
Unencumbered NOI ratio 87%
1 Includes, where applicable, corporate eliminations and allocations, lease termination fees and the management fee assumption as defined in the 2018 Unsecured Credit Agreement
Reconciliation of Mortgages and Notes Payable, Net to Notional Secured Debt and Reconciliation of Total Assets to Total Assets Excluding the Effect of Accumulated Depreciation
42
March 31, 2018Mortgages payable, net 275,316$ Premium, net of accumulated amortization (962) Discount, net of accumulated amortization 569 Capitalized loan fees, net of accumulated amortization 527 Notional secured debt 275,450
Total assets 3,757,721 Accumulated depreciation 1,210,147 Total assets excluding the effect of accumulated depreciation 4,967,868$
Secured Debt to Total Assets 5.5%
Non-GAAP Guidance Reconciliation – Operating FFO Guidance
43
Low High
Net income attributable to common shareholders 0.34$ 0.38$ Depreciation and amortization of depreciable real estate 0.785 0.785 Provision for impairment of investment properties - - Gain on sales of depreciable investment properties (0.14) (0.14)
FFO attributable to common shareholders 0.985$ 1.025$
Impact on earnings from the early extinguishment of debt 0.005 0.005 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 0.98$ 1.02$
Per Share Guidance RangeFull Year 2018