S U P P L E M E N T A L
R E P O R T I N G I N F O R M AT I O N
2 0 2 0 | Q U A R T E R T W O
RPT Realty
Quarterly Financial and Operating Supplement
June 30, 2020
TABLE OF CONTENTS
Page
EARNINGS RELEASE i - iv
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Funds from Operations 3
Reconciliation of Non-GAAP Financial Measures 4-6
Non-GAAP Financial Definitions 7-8
FINANCIAL SUMMARY
Consolidated Balance Sheet Detail 9
Consolidated Statements of Operations Detail 10
Other Supplemental Information - Consolidated Portfolio 11
Same Property Analysis at Pro-Rata 12
Consolidated Market Data 13
DEBT SUMMARY 14
Consolidated Summary of Outstanding Debt 15
Consolidated Summary of Debt Maturities 16
Debt Covenants 17
INVESTMENT ACTIVITY 18
Redevelopment / Outlots / Expansion Projects 19-20
Acquisitions / Dispositions 21
PORTFOLIO SUMMARY at PRO-RATA 22
Portfolio Summary at Pro-Rata 23
Summary of Expiring GLA at Pro-Rata 24
Top Twenty-Five Retail Tenants (ranked by annualized base rent) - Portfolio at Pro-Rata 25
Leasing Activity - Portfolio at Pro-Rata 26
Portfolio Detail Report 27-30
COVID-19 Impact - Tenant Status 31
UNCONSOLIDATED JOINT VENTURE FINANCIAL SUMMARY 32
Unconsolidated Joint Venture Balance Sheets at Pro-Rata 33
Unconsolidated Joint Venture Statements of Operations at Pro-Rata 34
Other Unconsolidated Joint Venture Supplemental Information at Pro-Rata 35
MISCELLANEOUS 36
Analyst Coverage 37
Forward-Looking Statements
Certain information contained in this Quarterly Financial and Operating Supplemental Information Package may contain forward-looking statements that represent RPT Realty (the "Company") and it's management's hopes, intentions, beliefs, expectations or projections concerning the future. Management of RPT Realty believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, however the Company can give no assurance that such expectations will be attained or achieved. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to predict or control. Currently, one of the most significant factors is the potential adverse effect of the current COVID-19 pandemic on the financial condition, results of operations, cash flows, and performance of the Company and its tenants (including their ability to timely make rent payments), the real estate market (including the local markets where our properties are located), the financial markets and general global economy as well as the potential adverse impact on our ability to enter into new leases or renew leases with existing or favorable terms or at all. The impact of COVID-19 has, and will continue to have, on the Company and its tenants is highly uncertain, cannot be predicted and will vary based upon the duration, magnitude and scope of the pandemic as well as the actions taken by federal, state and local governments to mitigate the impact of COVID-19, including social distancing protocols, restrictions or relaxations on business activities and "shelter-in-place" and "stay at home" mandates. Additional factors that could cause actual results to vary from current expectations include, but are not limited to, (i) changes in general economic and real estate conditions; (ii) changes in the interest rate and/or other changes in interest rate environment; (iii) the availability of financing; (iv) adverse changes in the retail industry; and (v) our ability to qualify as a REIT. Additional information concerning factors that could cause actual results to differ from such forward-looking statements is contained in the company's SEC filings, including but not limited to the company's report on Form 10-K for the year ended December 31, 2019 and the Company's report on Form 10-Q for the quarter ended March 31, 2020, which you should interpret as being heightened as a result of the numerous and ongoing adverse impacts of COVID-19. Copies of each filing may be obtained from the company or the Securities & Exchange Commission. The Company assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
RPT REALTY REPORTS SECOND QUARTER 2020 RESULTS; PROVIDES COVID-19 UPDATE
•
Net (loss) income attributable to common shareholders for the second quarter 2020 of $(4.6) million, or
$(0.06) per diluted share, compared to $1.2 million, or $0.01 per diluted share for the same period in
2019.
•
92% of total tenants were open and operating, as of July 31, 2020, based on annualized base rent
("ABR").
•
75% of July and 65% of second quarter 2020 rents have been paid to date.
•
18% of July and 24% of second quarter 2020 rents are subject to signed or approved deferral agreements
to date.
•
Continued temporary suspension of payment of the common dividend. Decisions regarding future
dividend payments will be made quarterly based on liquidity needs and REIT taxable income distribution
requirements.
NEW YORK, August 4, 2020 - RPT Realty (NYSE:RPT) (the "Company") today announced its financial and
operating results for the quarter ended June 30, 2020.
"During these unprecedented times, our operating platform continues to reflect our active hands-on approach and
strong tenant relationships," said Brian Harper, President and CEO. “92% of our tenants are now open, which has
translated into improving July rent collections and facilitated deferral arrangements covering the vast majority of
our uncollected rents. The decision to shore up our already strong liquidity position at the outset of the pandemic
is allowing us to focus on operations as we continue to build a pathway to normal rent collections, while also
positioning us to play offense as demonstrated by the new grocer deals that are under negotiation.”
FINANCIAL RESULTS
Net (loss) income attributable to common shareholders for the second quarter 2020 of $(4.6) million, or $(0.06)
per diluted share, compared to $1.2 million, or $0.01 per diluted share for the same period in 2019. Net (loss)
income for the six months ended June 30, 2020 was $(2.6) million, compared to $13.7 million for the same period
in 2019.
Funds from operations ("FFO") for the second quarter 2020 of $14.5 million, or $0.18 per diluted share, compared
to $23.5 million, or $0.26 per diluted share for the same period in 2019.
Operating FFO for the second quarter 2020 of $12.8 million, or $0.16 per diluted share, compared to $22.8 million
or $0.26 per diluted share for the same period in 2019. Operating FFO for the second quarter 2020 excludes
certain net income that totaled $1.7 million, primarily attributable to insurance proceeds related to storm damage
at Front Range Village in Fort Collins, CO. The change in Operating FFO was primarily driven by higher income
not probable of collection and higher straight-line rent reserves as a result of the COVID-19 pandemic, in addition
to lower NOI resulting from the contribution of a 51.5% interest in five assets into a joint venture formed in fourth
quarter 2019. Second quarter 2020 rent not probable of collection and straight-line rent reserves totaled $5.9
million or $0.07 per diluted share and $1.4 million or $0.02 per diluted share, respectively, including the
Company's share of unconsolidated joint ventures.
News Release (NYSE:RPT)
OPERATING RESULTS
The Company's operating results include its consolidated properties and its pro-rata share of unconsolidated joint
ventures.
Same property NOI during the second quarter 2020 decreased 13.2% compared to the same period in 2019. The
decrease was driven by the impact of the COVID-19 pandemic, resulting in higher income not probable of
collection, which detracted 14.7% from same property NOI growth.
During the second quarter 2020, the Company signed 23 leases totaling 159,320 square feet. Blended re-leasing
spreads on comparable leases were 2.0% with an Annualized Base Rent ("ABR") of $16.28 per square foot.
Re-leasing spreads on two comparable new and 18 renewal leases were (4.4)% and 2.3%, respectively.
As of June 30, 2020, the Company had $1.6 million of signed not commenced ABR that is scheduled to
commence over the next twelve months.
The table below summarizes the Company's leased rate and occupancy results at June 30, 2020, March 31, 2020
and June 30, 2019.
June 30, 2020 March 31, 2020 June 30, 2019 Consolidated & Joint Venture Portfolio
Leased rate 93.6% 94.1% 94.9%
Occupancy 92.9% 93.3% 92.4%
Anchor (GLA of 10,000 square feet or more)
Leased rate 96.7% 96.9% 97.6%
Occupancy 96.3% 96.5% 95.3%
Small Shop (GLA of less than 10,000 square feet)
Leased rate 86.3% 87.3% 88.8%
Occupancy 84.9% 85.6% 85.7%
BALANCE SHEET
The Company ended the second quarter 2020 with $249.7 million in cash, cash equivalents and restricted cash.
At June 30, 2020, the Company had approximately $1.1 billion of consolidated debt and finance lease obligations,
which resulted in a trailing twelve month net debt to proforma adjusted EBITDA ratio of 7.0x. Consolidated debt
had a weighted average interest rate of 3.41% and a weighted average maturity, excluding scheduled
amortization, of 4.9 years.
FINANCING ACTIVITY
During the second quarter 2020, the Company repaid $50.0 million on its unsecured revolving line of credit. At
June 30, 2020, the Company had $175.0 million drawn on its $350.0 million unsecured revolving line of credit.
DIVIDEND
In light of the disruption caused by the COVID-19 pandemic, the Board of Trustees has temporarily suspended the
quarterly common dividend to retain cash.
T
he Board of Trustees will continue to evaluate the Company’s
dividend policy based upon the Company’s financial performance and economic outlook and, at a later date,
intends to reinstate the quarterly common dividend in at least the amount required to continue qualifying as a
REIT for U.S. federal income tax purposes.
On July 29, 2020, the Company’s Board of Trustees declared a third quarter 2020 Series D convertible preferred
share dividend of $0.90625 per share. The current conversion ratio of the Series D convertible preferred shares
can be found on the Company's website at investors.rptrealty.com/shareholder-information/dividends. The
preferred dividend, for the period July 1, 2020 through September 30, 2020 is payable on October 1, 2020 to
shareholders of record on September 18, 2020.
2020 GUIDANCE
As announced on March 31, 2020, and in light of the continued uncertainties surrounding the impact of the
COVID-19 pandemic on the economy, the Company has withdrawn all previously provided guidance for 2020 as
disclosed in the Company’s fourth quarter 2019 earnings press release dated February 19, 2020.
COVID-19 UPDATE
The Company is closely monitoring the COVID-19 pandemic, including the impact on our business, employees,
tenants, shopping centers and communities. The following summary is intended to provide information pertaining
to the impacts of the COVID-19 pandemic on the Company’s business. Unless otherwise specified, the statistical
and other information regarding the Company’s portfolio are as of July 31, 2020. These estimates are based on
information available to the Company and includes its consolidated properties and its pro-rata share of
unconsolidated joint ventures.
•
100% of the Company's 49 shopping centers remain open and operating.
•
92% of total tenants by ABR were open and operating, up from the low of 41% on April 22, 2020.
•
67% of the Company’s properties by ABR had a grocery or grocer component and 87% of ABR stemmed
from national or regional tenants, as of June 30, 2020.
•
75% of July and 65% of second quarter 2020 rents have been paid.
•
18% of July and 24% of second quarter 2020 rents are subject to signed or approved deferral
agreements.
•
Ended the second quarter 2020 with $249.7 million in cash, cash equivalents and restricted cash with no
debt maturities until June 27, 2021.
CONFERENCE CALL/WEBCAST:
The Company will host a live broadcast of its second quarter 2020 conference call to discuss its financial and
operating results.
Date:
Wednesday, August 5, 2020
Time:
9:00 a.m. ET
Dial in #:
(877) 705-6003
International Dial in #
(201) 493-6725
Webcast:
investors.rptrealty.com
A telephonic replay of the call will be available through August 12, 2020. The replay can be accessed by dialing
(844) 512-2921 or (412) 317-6671 for international callers and entering passcode 13703970. A webcast replay
will also be archived on the Company’s website for twelve months.
SUPPLEMENTAL MATERIALS
The Company’s quarterly financial and operating supplement is available on its corporate web site at
rptrealty.com. If you wish to receive a copy via email, please send requests to [email protected].
RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top
U.S. markets. The Company's shopping centers offer diverse, locally-curated consumer experiences that reflect
the lifestyles of their surrounding communities and meet the modern expectations of the Company's retail
partners. The Company is a fully integrated and self-administered REIT publicly traded on the New York Stock
Exchange (the “NYSE”). The common shares of the Company, par value $0.01 per share (the “common shares”)
are listed and traded on the NYSE under the ticker symbol “RPT”. As of June 30, 2020, our property portfolio
consisted of 49 shopping centers (including five shopping centers owned through a joint venture) representing
11.9 million square feet of gross leasable area. As of June 30, 2020, the Company’s pro-rata share of the
aggregate portfolio was 93.6% leased. For additional information about the Company please visit rptrealty.com.
Company Contact:
Vin Chao, Senior Vice President - Finance
19 W 44th St. 10th Floor, Ste 1002
New York, New York 10036
[email protected]
(212) 221-1752
FORWARD-LOOKING STATEMENTS
This press release contains 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. These forward-looking
statements represent our expectations, plans or beliefs concerning future events and may be identified by
terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or
similar terms. Although the forward-looking statements made in this document are based on our good faith beliefs,
reasonable assumptions and our best judgment based upon current information, certain factors could cause
actual results to differ materially from those in the forward-looking statements.
Many of the factors that will
determine the outcome of forward-looking statements are beyond our ability to predict or control. Currently, one of
the most significant factors is the potential adverse effect of the current COVID-19 pandemic on the financial
condition, results of operations, cash flows and performance of the Company and our tenants (including their
ability to timely make rent payments), the real estate market (including the local markets where our properties are
located), the financial markets and general global economy as well as the potential adverse impact on our ability
to enter into new leases or renew leases with existing tenants on favorable terms or at all. The impact COVID-19
has, and will continue to have, on the Company and its tenants is highly uncertain, cannot be predicted and will
vary based upon the duration, magnitude and scope of the COVID-19 pandemic as well as the actions taken by
federal, state and local governments to mitigate the impact of COVID-19, including social distancing protocols,
restrictions on business activities and “shelter-in- place” and “stay at home” mandates. Additional factors which
may cause actual results to differ materially from current expectations include, but are not limited to: our success
or failure in implementing our business strategy; economic conditions generally and in the commercial real estate
and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality
and our relationships with lenders and other capital providers; risks associated with bankruptcies or insolvencies
or general downturn in the businesses of tenants; the potential adverse impact from tenant defaults generally or
from the unpredictability of the business plans and financial condition of the Company's tenants, which are
heightened as a result of the COVID-19 pandemic; the execution of rent deferral or concession agreements on
the agreed-upon terms; our business prospects and outlook; changes in governmental regulations, tax rates and
similar matters; our continuing to qualify as a REIT; and other factors detailed from time to time in our filings with
the Securities and Exchange Commission ("SEC"), including in particular those set forth under “Risk Factors” in
our latest annual report on Form 10-K and our latest quarterly report on Form 10-Q, which you should interpret as
being heightened as a result of the numerous and ongoing adverse impacts of COVID-19. Given these
uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by law,
we assume no obligation to update these forward-looking statements, even if new information becomes available
in the
future
RPT REALTY
CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)
(unaudited)
June 30,
2020 December 31, 2019 ASSETS
Income producing properties, at cost:
Land $ 331,265 $ 331,265
Buildings and improvements 1,492,586 1,486,838
Less accumulated depreciation and amortization (372,103) (352,006)
Income producing properties, net 1,451,748 1,466,097
Construction in progress and land available for development 35,104 42,279
Net real estate 1,486,852 1,508,376
Equity investments in unconsolidated joint ventures 128,804 130,321
Cash and cash equivalents 247,110 110,259
Restricted cash and escrows 2,549 4,293
Accounts receivable, net 35,602 24,974
Acquired lease intangibles, net 29,910 34,278
Operating lease right-of-use assets 18,905 19,222
Other assets, net 82,575 86,836
TOTAL ASSETS $ 2,032,307 $ 1,918,559
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable, net $ 1,103,996 $ 930,808
Finance lease obligation 926 926
Accounts payable and accrued expenses 41,063 55,360
Distributions payable 1,765 19,792
Acquired lease intangibles, net 36,857 38,898
Operating lease liabilities 18,002 18,181
Other liabilities 23,260 6,339
TOTAL LIABILITIES 1,225,869 1,070,304
Commitments and Contingencies
RPT Realty ("RPT") Shareholders' Equity:
Preferred shares of beneficial interest, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares
issued and outstanding as of June 30, 2020 and December 31, 2019, respectively 92,427 92,427
Common shares of beneficial interest, $0.01 par, 240,000 and 120,000 shares authorized as of June 30, 2020 and December 31, 2019, respectively, and 80,008 and 79,850 shares issued and outstanding as of
June 30, 2020 and December 31, 2019, respectively 800 798
Additional paid-in capital 1,171,287 1,169,557
Accumulated distributions in excess of net income (459,994) (436,361)
Accumulated other comprehensive income (17,167) 1,819
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT 787,353 828,240
Noncontrolling interest 19,085 20,015
TOTAL SHAREHOLDERS' EQUITY 806,438 848,255
RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2020 2019 2020 2019
REVENUE
Rental income $ 43,686 $ 56,641 $ 95,408 $ 114,999
Other property income 713 681 1,516 1,980
Management and other fee income 228 39 579 90
TOTAL REVENUE 44,627 57,361 97,503 117,069
EXPENSES
Real estate tax expense 8,453 8,722 16,604 18,544
Recoverable operating expense 4,797 5,343 10,776 12,024
Non-recoverable operating expense 2,146 2,709 4,423 5,199
Depreciation and amortization 17,860 20,628 38,708 39,847
Transaction costs 12 — 186 —
General and administrative expense 6,695 6,530 12,917 12,596
Insured expenses, net (1,713) — (1,653) —
TOTAL EXPENSES 38,250 43,932 81,961 88,210
OPERATING INCOME 6,377 13,429 15,542 28,859
OTHER INCOME AND EXPENSES
Other income (expense), net 61 (123) 414 (231)
Gain on sale of real estate — 371 — 6,073
Earnings from unconsolidated joint ventures 802 26 1,058 80
Interest expense (10,177) (10,084) (19,578) (20,433)
Loss on extinguishment of debt — (622) — (622)
(LOSS) INCOME BEFORE TAX (2,937) 2,997 (2,564) 13,726
Income tax provision (19) (35) (50) (71)
NET (LOSS) INCOME (2,956) 2,962 (2,614) 13,655
Net loss (income) attributable to noncontrolling partner interest 68 (69) 60 (319)
NET (LOSS) INCOME ATTRIBUTABLE TO RPT (2,888) 2,893 (2,554) 13,336
Preferred share dividends (1,675) (1,675) (3,350) (3,350)
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS $ (4,563) $ 1,218 $ (5,904) $ 9,986
(LOSS) EARNINGS PER COMMON SHARE
Basic $ (0.06) $ 0.01 $ (0.08) $ 0.12
Diluted $ (0.06) $ 0.01 $ (0.08) $ 0.12
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 79,976 79,764 79,942 79,754
RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES FUNDS FROM OPERATIONS
(In thousands, except per share data) (unaudited)
Three Months Ended
June 30, Six Months Ended June 30,
2020 2019 2020 2019
Net (loss) income $ (2,956) $ 2,962 $ (2,614) $ 13,655
Net loss (income) attributable to noncontrolling partner interest 68 (69) 60 (319)
Preferred share dividends (1,675) (1,675) (3,350) (3,350)
Net (loss) income available to common shareholders (4,563) 1,218 (5,904) 9,986
Adjustments:
Rental property depreciation and amortization expense 17,719 20,527 38,439 39,649
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1) 1,369 14 2,782 28
Gain on sale of depreciable real estate — — — (5,702)
FFO available to common shareholders 14,525 21,759 35,317 43,961
Noncontrolling interest in Operating Partnership (2) (68) 69 (60) 319
Preferred share dividends (assuming conversion) (3) — 1,675 — 3,350
FFO available to common shareholders and dilutive securities $ 14,457 $ 23,503 $ 35,257 $ 47,630
Gain on sale of land — (371) — (371)
Transaction costs (4) 12 — 186 —
Insured expenses, net (1,713) — (1,653) —
Severance expense (5) 66 — 128 98
Executive management reorganization, net (5)(6) — 698 — 446
Above and below market lease intangible write-offs 10 (1,663) (391) (1,674)
Pro-rata share of acquisition costs from unconsolidated joint ventures (1) (217) — 401 —
Loss on extinguishment of debt — 622 — 622
Payment of loan amendment fees (5) 184 — 184 —
Bond interest proceeds (7) — — (213) —
Operating FFO available to common shareholders and dilutive securities $ 12,799 $ 22,789 $ 33,899 $ 46,751
Weighted average common shares 79,976 79,764 79,942 79,754
Shares issuable upon conversion of Operating Partnership Units (“OP Units”) (2) 1,909 1,909 1,909 1,909
Dilutive effect of restricted stock 100 392 299 394
Shares issuable upon conversion of preferred shares (3) — 6,923 — 6,923
Weighted average equivalent shares outstanding, diluted 81,985 88,988 82,150 88,980 FFO available to common shareholders and dilutive securities per share, diluted $ 0.18 $ 0.26 $ 0.43 $ 0.54 Operating FFO available to common shareholders and dilutive securities per share, diluted $ 0.16 $ 0.26 $ 0.41 $ 0.53
Dividend per common share $ — $ 0.22 $ 0.22 $ 0.44
Payout ratio - Operating FFO 0.0% 84.6% 51.2% 83.0%
(1)Amounts noted are included in Earnings from unconsolidated joint ventures.
(2)The total noncontrolling interest reflects OP units convertible on a one-of-one basis into common shares.
(3)7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par (“Series D Preferred Shares”) are paid annual dividends of $6.7
million and are currently convertible into approximately 7.0 million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $0.24 per diluted share per quarter and $0.96 per diluted share per year. The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred shares on FFO and earning per share in future periods.
(4)Costs associated with a terminated acquisition and a terminated disposition. (5)Amounts noted are included in General and administrative expense.
(6)2Q19 includes severance and accelerated vesting of restricted stock associated with our former Executive Vice President of Transactions and performance award
expense related to the Company's former Chief Executive Officer.
RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (amounts in thousands)
(unaudited)
Reconciliation of net (loss) income available to common shareholders to Same Property Net Operating Income (NOI) at Pro-Rata
Three Months Ended
June 30, Six Months EndedJune 30,
2020 2019 2020 2019
Net (loss) income available to common shareholders $ (4,563) $ 1,218 $ (5,904) $ 9,986
Preferred share dividends 1,675 1,675 3,350 3,350
Net (loss) income attributable to noncontrolling partner interest (68) 69 (60) 319
Income tax provision 19 35 50 71
Interest expense 10,177 10,084 19,578 20,433
Loss on extinguishment of debt — 622 — 622
Earnings from unconsolidated joint ventures (802) (26) (1,058) (80)
Gain on sale of real estate — (371) — (6,073)
Insured expenses, net (1,713) — (1,653) —
Other (income) expense, net (61) 123 (414) 231
Management and other fee income (228) (39) (579) (90)
Depreciation and amortization 17,860 20,628 38,708 39,847
Transaction costs 12 — 186 —
General and administrative expenses 6,695 6,530 12,917 12,596
Pro-rata share of NOI from unconsolidated joint venture (1) 1,918 — 4,150 —
Lease termination fees — (83) (142) (232)
Amortization of lease inducements 191 128 329 224
Amortization of acquired above and below market lease intangibles, net (638) (2,463) (1,733) (3,372)
Straight-line ground rent expense 76 76 153 153
Straight-line rental income 1,219 (574) 918 (1,384)
NOI at Pro-Rata (2) 31,769 37,632 68,796 76,601
NOI from Other Investments 331 (635) 790 (2,940)
Same Property NOI at Pro-Rata (3) $ 32,100 $ 36,997 $ 69,586 $ 73,661
(1)Represents 51.5% of the NOI from the five properties contributed to R2G Venture LLC after December 9, 2019.
(2)Includes 100.0% of the NOI from the five properties contributed to R2G Venture LLC prior to December 10, 2019 and 51.5% of the NOI from the same five
properties after December 9, 2019.
RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (amounts in thousands)
(unaudited) Reconciliation of net (loss) income
Net loss - Six months ended June 30, 2020 $ (2,614)
Plus: Net income - Twelve months ended December 31, 2019 93,686
Less: Net income - Six months ended June 30, 2019 13,655
Net income - Twelve months ended June 30, 2020 $ 77,417
Twelve Months Ended June 30, 2020 Reconciliation of net income to proforma adjusted EBITDA
Net income $ 77,417
Interest expense 39,202
Income tax provision 158
Depreciation and amortization 77,508
Gain on sale of depreciable real estate (75,783)
Pro-rata adjustments from unconsolidated entities 3,213
Gain on sale of joint venture depreciable real estate (385)
Other gain on unconsolidated joint ventures (237)
EBITDAre $ 121,093
Severance expense 160
Executive management reorganization, net 956
Above and below market lease intangible write-offs (2,242)
Transaction costs 186
Pro-rata share of acquisition costs from unconsolidated entities 401
R2G Venture LLC related costs 499
Insured expenses, net 623
Loss on extinguishment of debt 1,949
Payment of loan amendment fees 184
Bond interest proceeds (213)
Adjusted EBITDA 123,596
Proforma adjustments (1) (2,113)
Proforma adjusted EBITDA $ 121,483
Reconciliation of Notes Payable, net to Net Debt
Notes payable, net $ 1,103,996
Unamortized premium (1,541)
Deferred financing costs, net 4,000
Consolidated notional debt 1,106,455
Finance lease obligation 926
Cash, cash equivalents and restricted cash (249,659)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash (2,557)
Net debt $ 855,165
Reconciliation of interest expense to total fixed charges
Interest expense $ 39,202
Preferred share dividends 6,701
Scheduled mortgage principal payments 2,445
Total fixed charges $ 48,348
Net debt to proforma adjusted EBITDA 7.0 x
Interest coverage ratio (proforma adjusted EBITDA / interest expense) 3.1 x
Fixed charge coverage ratio (proforma adjusted EBITDA / fixed charges) 2.5 x
(1) The twelve months ended June 30, 2020 excludes $3.5 million representing 48.5% of the five properties contributed to R2G Venture LLC and $0.2 million from
dispositions partially offset by $0.7 million from an annual expense that was fully recognized in the fourth quarter of 2019 and $0.9 million from the acquisition of Lakehills Plaza.
RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (amounts in thousands)
(unaudited)
Three Months Ended June 30,
2020 2019
Reconciliation of net income to annualized proforma adjusted EBITDA
Net (loss) income $ (2,956) $ 2,962
Interest expense 10,177 10,084
Income tax provision 19 35
Depreciation and amortization 17,860 20,628
Gain on sale of depreciable real estate — —
Pro-rata adjustments from unconsolidated entities 1,369 14
EBITDAre 26,469 33,723
Severance expense 66 —
Executive management reorganization, net — 698
Above and below market lease intangible write-offs 10 (1,663)
Transaction costs 12 —
Pro-rata share of acquisition costs from unconsolidated entities (217) —
Gain on sale of land — (371)
Insured expenses, net (1,713) —
Loss on extinguishment of debt — 622
Payment of loan amendment fees 184 —
Adjusted EBITDA 24,811 33,009
Proforma adjustments (1) — 516
Proforma adjusted EBITDA $ 24,811 $ 33,525
Annualized proforma adjusted EBITDA $ 99,244 $ 134,100
Reconciliation of Notes Payable, net to Net Debt
Notes payable, net $ 1,103,996 $ 934,223
Unamortized premium (1,541) (2,464)
Deferred financing costs, net 4,000 2,083
Consolidated notional debt 1,106,455 933,842
Finance lease obligation 926 975
Cash, cash equivalents and restricted cash (249,659) (51,346)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash (2,557) —
Net debt $ 855,165 $ 883,471
Reconciliation of interest expense to total fixed charges
Interest expense $ 10,177 $ 10,084
Preferred share dividends 1,675 1,675
Scheduled mortgage principal payments 584 638
Total fixed charges $ 12,436 $ 12,397
Net debt to annualized proforma adjusted EBITDA 8.6 x 6.6 x
Interest coverage ratio (proforma adjusted EBITDA / interest expense) 2.4 x 3.3 x
Fixed charge coverage ratio (proforma adjusted EBITDA / fixed charges) 2.0 x 2.7 x
RPT Realty
Non-GAAP Financial Definitions
Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operations results. We believe these measures provide additional and useful means to assess our performance. These measures do not represent alternatives to GAAP measures as indicators of performance and a comparison of the Company's presentations to similarly titled measures of other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.
Funds From Operations (FFO)
As defined by the National Association of Real Estate Investment Trusts (NAREIT), Funds From Operations (FFO) represents net income computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, plus depreciation and amortization of depreciable real estate, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis. We have adopted the NAREIT definition in our computation of FFO.
Operating FFO
In addition to FFO, we include Operating FFO as an additional measure of our financial and operating performance. Operating FFO excludes transactions costs and periodic items such as gains (or losses) from sales of land and impairment provisions on land, bargain purchase gains, severance expense, executive management reorganization costs, net, accelerated amortization of debt premiums, gains or losses on extinguishment of debt, insured expenses, net, accelerated write-offs of above and below market lease intangibles and R2G Venture LLC related costs that are not adjusted under the current NAREIT definition of FFO. We provide a reconciliation of FFO to Operating FFO. In future periods, Operating FFO may also include other adjustments, which will be detailed in the reconciliation for such measure, that we believe will enhance comparability of Operating FFO from period to period. FFO and Operating FFO should not be considered alternatives to GAAP net income available to common shareholders or as alternatives to cash flow as measures of liquidity. While we consider FFO available to common shareholders and Operating FFO available to common shareholders useful measures for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable. We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common shareholders. FFO and Operating FFO available to common shareholders do not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO and Operating FFO do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs, including the payment of dividends.
Net Operating Income (NOI) / Same Property NOI / NOI from Other Investments
NOI consists of (i) rental income and other property income, before straight-line rental income, amortization of lease inducements, amortization of acquired above and below market lease intangibles and lease termination fees less (ii) real estate taxes and all recoverable and non-recoverable operating expenses other than straight-line ground rent expense, in each case, including our share of these items from our R2G Venture LLC unconsolidated joint venture.
NOI, Same Property NOI and NOI from Other Investments are supplemental non-GAAP financial measures of real estate companies' operating performance. Same Property NOI is considered by management to be a relevant performance measure of our operations because it includes only the NOI of comparable operating properties for the reporting period. Same Property NOI for the three and six months ended June 30, 2020 and 2019 represents NOI from the Company's same property portfolio consisting of 41 consolidated operating properties acquired or placed in service and stabilized prior to January 1, 2019 and five previously consolidated properties contributed to the newly formed joint venture, R2G Venture LLC, in December 2019. Same property NOI from these five properties includes 51.5% of their NOI as a consolidated property for the period January 1, 2019 through June 30 2019 and 51.5% of their NOI as an unconsolidated property accounted for under the equity method for the period January 1, 2020 through June 30, 2020. Same Property NOI excludes properties under redevelopment or where activities have started in preparation for redevelopment. A property is designated as a redevelopment when planned improvements significantly impact the property. NOI from Other Investments for the three and six months ended June 30, 2020 and 2019 represents NOI primarily from (i) properties disposed of and acquired during 2019, (ii) 48.5% of the NOI prior to December 10, 2019 from the five previously consolidated properties contributed to the R2G Venture LLC unconsolidated joint venture, (iii) Webster Place and Rivertowne Square where the Company has begun activities in anticipation of future redevelopment, (iv) certain property related employee compensation, benefits, and travel expense and (v) noncomparable operating income and expense adjustments.
NOI, Same Property NOI and NOI from Other Investments should not be considered as alternatives to net income in accordance with GAAP or as measures of liquidity. Our method of calculating these measures may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.
RPT Realty
Non-GAAP Financial Definitions (continued)
EBITDAre/Adjusted EBITDA/Proforma Adjusted EBITDA
NAREIT defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense (benefit), depreciation and amortization and impairment of depreciable real estate and in substance real estate equity investments; plus or minus gains or losses from sales of operating real estate assets and interests in real estate equity investments; and adjustments to reflect our share of unconsolidated real estate joint ventures and partnerships for these items. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. The Company also presents Adjusted EBITDA which is EBITDAre net of other items that we believe enhance comparability of Adjusted EBITDA across periods and are listed as adjustments in the applicable reconciliation. EBITDAre and Adjusted EBITDA should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.
Pro-Rata
We present certain financial information on a “pro-rata” basis or including “pro-rata” adjustments. Unless otherwise specified, pro-rata financial information includes our proportionate economic ownership of each of our unconsolidated joint ventures derived on an entity-by-entity basis by applying the ownership percentage interest used to arrive at our share of the net operations for the period consistent with the application of the equity method of accounting to each of our unconsolidated joint ventures. See page 30 of our quarterly financial and operating supplement for a discussion of important considerations and limitations that you should be aware of when review financial information that we present on a pro-rata basis or including pro-rata adjustment.
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.
Leased Rate
Lease Rate 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 under leases with an initial term of greater than one year, including signed leases 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.
RPT Realty
Consolidated Balance Sheet Detail June 30, 2020 and December 31, 2019 (in thousands)
(unaudited)
June 30, December 31,
2020 2019
Construction in progress and land available for development
Construction in progress $ 6,363 $ 13,777
Land available for development 28,741 28,502
Construction in progress and land available for development $ 35,104 $ 42,279
Equity investments in unconsolidated joint ventures
R2G Venture LLC (51.5%) $ 128,766 $ 130,281
Ramco/Lion Venture LP (30%) 38 40
Equity investments in unconsolidated joint ventures $ 128,804 $ 130,321
Other assets, net
Deferred leasing costs, net $ 28,256 $ 30,442
Deferred financing costs on unsecured revolving credit facility, net 2,308 2,659
Straight-line rent receivable, net 18,688 19,605
Cash flow hedge mark-to-market asset — 2,331
Prepaid and other deferred expenses, net 4,431 2,662
Acquired development agreements (1) 17,496 18,017
Other, net 11,396 11,120
Other assets, net $ 82,575 $ 86,836
Other liabilities, net
Cash flow hedge mark-to-market liability $ 17,575 $ 469
Deferred liabilities 2,800 2,957
Tenant security deposits 2,885 2,913
Other liabilities, net $ 23,260 $ 6,339
RPT Realty
Consolidated Statements of Operations Detail
For the Three and Six Months Ended June 30, 2020 and 2019 (in thousands)
(unaudited)
Three Months Ended
June 30, Six Months EndedJune 30,
2020 2019 2020 2019
Rental Income
Base rent, net (1) $ 38,161 $ 41,477 $ 76,782 $ 83,600
Straight-line rental income, net (1,219) 574 (918) 1,384
Amortization of acquired above and below market lease intangibles, net 638 2,463 1,733 3,372
Rental income not probable of collection (2) (5,709) (160) (6,253) (282)
Percentage rent 26 242 126 522
Recovery income from tenants (1) 11,789 12,045 23,938 26,403
Total rental income $ 43,686 $ 56,641 $ 95,408 $ 114,999
Other Property Income
Lease termination income $ — $ 83 $ 142 $ 232
Other property income 713 598 1,374 1,748
Total other property income $ 713 $ 681 $ 1,516 $ 1,980
Gain on Sale of Real Estate
Gain on sale of depreciable real estate $ — $ — $ — $ 5,702
Gain on land sales — 371 — 371
Total gain on sale of real estate $ — $ 371 $ — $ 6,073
Earnings from Unconsolidated Joint Ventures
Net income $ 802 $ 26 $ 1,058 $ 80
Total earnings from unconsolidated joint ventures $ 802 $ 26 $ 1,058 $ 80
Other Operating Expense Supplemental Information
Ground rent expense $ 214 $ 214 $ 428 $ 428
Ground rent straight-line 76 76 153 153
$ 290 $ 290 $ 581 $ 581
(1) As of July 31,2020, accrued but uncollected second quarter base rent, net and recovery income from tenants was $17.0 million of which $5.5 million was reserved for as rental income not probable of collection as of June 30, 2020.
(2) For the three months ended June 30, 2020, includes $5.5 million related to uncollected balances during the second quarter 2020 and $0.2 million related to uncollected balances prior to the second quarter 2020.
RPT Realty
Other Supplemental Information - Consolidated Portfolio For the Three and Six Months Ended June 30, 2020 and 2019 (in thousands)
(unaudited)
Three Months Ended
June 30, Six Months EndedJune 30,
2020 2019 2020 2019
Non-Cash Rental Income
Straight-line rental income, net (1) $ (1,219) $ 574 $ (918) $ 1,384
Amortization of acquired above and below market lease intangibles, net 638 2,463 1,733 3,372
$ (581) $ 3,037 $ 815 $ 4,756
Non-Cash General and Administrative Expense
Share-based compensation expense (2) $ 996 $ 1,167 $ 1,816 $ 1,979
Long-term incentive plan expense (3) 747 601 1,026 807
Straight-line rent expense (7) (18) (15) (5)
$ 1,736 $ 1,750 $ 2,827 $ 2,781
Non-Cash Interest Expense and Other Non Cash Expense
Capitalized interest (benefit) $ (1) $ (36) $ (2) $ (60)
Amortization of premium on mortgage debt (benefit) (226) (242) (454) (484)
Amortization of debt issuance costs 342 356 685 718
Straight-line ground rent expense (4) 76 76 153 153
Ongoing Capital Expenditures
Leasing capital expenditures $ 1,584 $ 4,366 $ 2,735 $ 8,955
Building improvements (5) 111 2,058 1,366 3,098
Total ongoing capital expenditures $ 1,695 $ 6,424 $ 4,101 $ 12,053
Discretionary Capital Expenditures
Targeted remerchandising $ 2,170 $ 4,500 $ 3,896 $ 9,403
Outlots/expansions 191 916 303 6,770
Development/redevelopment 78 356 303 730
Total discretionary capital expenditures $ 2,439 $ 5,772 $ 4,502 $ 16,903
(1) Includes $1.4 million of straight-line rental income write-offs associated with rental income that is not probable of collection for the three and six months ended June 30, 2020.
(2) Represents amortization of service based restricted share awards to management and trustees.
(3) Expense on certain awards are marked-to-market each quarter based on the Company's total shareholder's return relative to a group of designated peers which can produce volatility in earnings. Expense on equity-classified awards are valued as of the grant date based upon the Company's total shareholder's return relative to a group of designated peers and amortized ratably throughout the performance period. The Company uses a third party compensation consultant to assist in estimating the fair value of these awards.
(4) Amounts are included in Non-recoverable operating expense.
(5) For the three and six months ended June 30, 2020 excludes $2.7 million and $3.9 million, respectively, of insurance reimbursable capital expenditures.
RPT Realty
Same Property Analysis at Pro-Rata
For the Three and Six Months Ended June 30, 2020 and 2019 (in thousands)
(unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2020 2019 Change 2020 2019 Change
Number of operating properties in retail portfolio 46 46 46 46
Annualized Base Rent per square foot (ABR/SF) $ 15.27 $ 15.09 1.2% $ 15.27 $ 15.09 1.2%
Leased Rate 93.9 % 94.8 % (0.9)% 93.9 % 94.8 % (0.9)%
Occupancy 93.2 % 92.2 % 1.0% 93.2 % 92.2 % 1.0%
Revenue
Base rent, net (1) $ 39,094 $ 38,525 1.5% $ 78,583 $ 76,549 2.7%
Rental income not probable of collection (2) (5,593) (136) 4,012.5% (6,147) (250) 2,358.8%
Percentage rent 49 124 (60.5)% 202 366 (44.8)%
Recovery income from tenants (1) 11,772 11,422 3.1% 24,218 24,418 (0.8)%
Same property rental income 45,322 49,935 (9.2)% 96,856 101,083 (4.2)%
Other property income 695 724 (4.0)% 1,305 1,819 (28.3)%
$ 46,017 $ 50,659 (9.2)% $ 98,161 $ 102,902 (4.6)%
Expenses
Real estate taxes $ 8,295 $ 7,998 3.7% $ 16,287 $ 16,778 (2.9)%
Recoverable operating expense 4,818 4,764 1.1% 10,756 10,722 0.3%
Non-recoverable operating expense 804 900 (10.7)% 1,532 1,741 (12.0)%
$ 13,917 $ 13,662 1.9% $ 28,575 $ 29,241 (2.3)%
Same Property NOI at Pro-Rata (3) $ 32,100 $ 36,997 (13.2)% $ 69,586 $ 73,661 (5.5)%
Operating Expense Recovery Ratio 89.8 % 89.5 % 0.3% 89.6 % 88.8 % 0.8%
(1) As of July 31, 2020, accrued but uncollected second quarter base rent, net and recovery income from tenants was $16.7 million of which $5.5 million was reserved for as rental income not probable of collection as of June 30, 2020.
(2) For the three months ended June 30, 2020, includes $5.5 million related to uncollected balances during the second quarter 2020 and $0.1 million related to uncollected balances prior to the second quarter 2020.
RPT Realty
Consolidated Market Data June 30, 2020 and 2019
(in thousands, except per share amounts)
June 30,
2020 2019
Market price per common share $ 6.96 $ 12.11
Market price per convertible perpetual preferred share $ 34.16 $ 50.78
Common shares outstanding 80,008 79,816
Operating Partnership Units outstanding 1,909 1,909
Restricted share awards (treasury method) 100 392
Total common shares and equivalents 82,017 82,117
Equity market capitalization $ 570,838 $ 994,437
Fixed rate debt (excluding unamortized premium & deferred financing costs) $ 931,455 $ 933,842
Variable rate debt 175,000 —
Total consolidated fixed and variable rate debt 1,106,455 933,842
Finance lease obligation 926 975
Cash, cash equivalents and restricted cash (249,659) (51,346)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash (2,557) —
Net debt $ 855,165 $ 883,471
Equity market capitalization 570,838 994,437
Convertible perpetual preferred shares (at market) 63,162 93,892
RPT Realty
Consolidated Summary of Outstanding Debt June 30, 2020 (in thousands) Balance at 6/30/20 Stated Interest
Rate LoanType Maturity Date
Property Name Lender or Servicer
Mortgage Debt
Bridgewater Falls Shopping Center Wells Fargo Bank, N.A. $ 52,857 5.70 % Fixed Feb-22 The Shops on Lane Avenue New York Life 28,433 3.76 % Fixed Jan-23 Nagawaukee II Principal Life Insurance 5,165 5.80 % Fixed Jun-26
Subtotal mortgage debt 86,455 5.07 %
Unamortized premium 1,541
Total mortgage debt, net $ 87,996
Unsecured Credit Facilities
Unsecured Term Loan (1) Key Bank, as agent $ 60,000 2.97 % Fixed Mar-23
Unsecured Revolving Credit Facility Key Bank, as agent 175,000 1.28 % Variable Nov-23 (6)
Unsecured Term Loan (2) Key Bank, as agent 50,000 2.46 % Fixed Nov-24
Unsecured Term Loan (3) Key Bank, as agent 50,000 2.52 % Fixed Feb-25
Unsecured Term Loan (4) Key Bank, as agent 50,000 2.90 % Fixed Nov-26
Unsecured Term Loan (5) Key Bank, as agent 100,000 3.07 % Fixed Feb-27
Subtotal unsecured credit facilities 485,000 2.27 %
Senior Unsecured Debt
Senior Unsecured Notes Various $ 37,000 3.75 % Fixed Jun-21 Senior Unsecured Notes Various 41,500 4.12 % Fixed Jun-23 Senior Unsecured Notes Prudential Capital Group 50,000 4.65 % Fixed May-24 Senior Unsecured Notes AIG 25,000 4.05 % Fixed Nov-24 Senior Unsecured Notes Various 31,500 4.27 % Fixed Jun-25 Senior Unsecured Notes Prudential Capital Group 50,000 4.20 % Fixed Jul-25 Senior Unsecured Notes AIG 50,000 4.09 % Fixed Sep-25 Senior Unsecured Notes Prudential Capital Group 50,000 4.74 % Fixed May-26 Senior Unsecured Notes AIG 25,000 4.28 % Fixed Nov-26 Senior Unsecured Notes Various 30,000 4.57 % Fixed Dec-27 Senior Unsecured Notes TIAA, AIG 75,000 3.64 % Fixed Nov-28 Senior Unsecured Notes Various 20,000 4.72 % Fixed Dec-29 Senior Unsecured Notes Various 50,000 4.15 % Fixed Dec-29
Subtotal senior unsecured notes 535,000 4.20 %
Deferred financing costs (4,000)
Total unsecured debt, net $ 1,016,000
Total consolidated debt, net $ 1,103,996
Finance Lease Obligation
Buttermilk Towne Center (7) City of Crescent Springs $ 926 5.23 % Finance Lease Dec-32
Total Finance Lease Obligation $ 926
(1) Swapped to a weighted average fixed rate of 1.77%, plus a credit spread of 1.20%, based on a leverage grid at June 30, 2020. (2) Swapped to a weighted average fixed rate of 1.26%, plus a credit spread of 1.20%, based on a leverage grid at June 30, 2020. (3) Swapped to a weighted average fixed rate of 1.32%, plus a credit spread of 1.20%, based on a leverage grid at June 30, 2020. (4) Swapped to a weighted average fixed rate of 1.30%, plus a credit spread of 1.60%, based on a leverage grid at June 30, 2020. (5) Swapped to a weighted average fixed rate of 1.47%, plus a credit spread of 1.60%, based on a leverage grid at June 30, 2020.
(6) The unsecured revolving credit facility has two six-month extensions available at the Company's option provided compliance with financial covenants is
maintained.
RPT Realty
Consolidated Summary of Debt Maturities June 30, 2020 (in thousands) Year Consolidated Scheduled Maturities Weighted Average Interest Rate + Consolidated Scheduled Amortization
Payments = Total Scheduled Debt Maturing Percentage of Debt Maturing
2020 $ — — % $ 1,201 $ 1,201 0.1 % 2021 37,000 3.75 % 2,508 39,508 3.6 % 2022 50,949 5.70 % 1,448 52,397 4.7 % 2023 (1) 303,559 2.23 % 829 304,388 27.5 % 2024 125,000 3.65 % 879 125,879 11.4 % 2025 181,500 3.72 % 931 182,431 16.5 % 2026 125,000 3.91 % 651 125,651 11.4 % 2027 130,000 3.42 % — 130,000 11.7 % 2028 75,000 3.64 % — 75,000 6.8 % 2029 70,000 4.31 % — 70,000 6.3 % Debt $ 1,098,008 3.41 % $ 8,447 $ 1,106,455 100.0 % Unamortized premium 1,541
Deferred financing costs (4,000)
Total debt $ 1,103,996
Weighted average term of debt, excluding scheduled amortization: 4.9 years.
(1) Scheduled maturities in 2023 include the $175.0 million balance on the unsecured revolving credit facility drawn as of June 30, 2020. The unsecured
revolving credit facility has two six-month extensions available at the Company's option provided compliance with financial covenants is maintained, which are not reflected in the table above.
RPT Realty Debt Covenants June 30, 2020
Unsecured Revolving Credit Facility, Term Loans due 2023, 2024, 2025, 2026 & 2027 (1)
Covenant June 30, 2020
Leverage ratio ≤ 60.0% 40.1 %
Secured leverage ratio ≤ 40.0% 0.0% (2)
Fixed charge coverage ratio ≥ 1.50x 2.42x
Unencumbered leverage ratio ≤ 60.0% 56.5% (2)
Unencumbered interest coverage ratio ≥ 1.75x 3.65x
(1) For a complete listing of all covenants and related definitions for our Unsecured Revolving Credit Facility, refer to the Fifth Amended and Restated Unsecured Master Loan Agreement, dated November 6, 2019, filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 8, 2019 (the “credit agreement”). Covenants are calculated in accordance with the credit agreement and are included to demonstrate our compliance with such covenants and should not be viewed as a measure of our historical or future financial performance, financial position or cash flows.
(2) The secured leverage ratio and unencumbered leverage ratio would have been 0.7% and 46.9% as of June 30, 2020,
respectively, without the additional $175.0 million of borrowings under our unsecured revolving credit facility that occurred in the first half of 2020. The additional $175.0 million of borrowings was to strengthen our liquidity position due to the COVID-19 pandemic. The unencumbered leverage ratio as of December 31, 2019 was 45.4%.
RPT Realty
Redevelopment / Outlots / Expansion Projects June 30, 2020
(in thousands)
ACTIVE OUTLOTS / EXPANSION
Property Name MSA Ownership %
Property Included in Same Property
Portfolio Project Description Incremental New GLA
Actual/ Projected Construction
Completion(1) StabilizationProjected (2)
Projected Net
Costs(3) Cost in Period Cost to Date CompleteCost to
Estimated Return on Cost(4)
None
Total
RECENTLY STABILIZED PROJECTS IN THE LAST 12 MONTHS
Property Name MSA Ownership %
Property Included in Same Property
Portfolio Project Description Incremental New GLA Stabilization(2) Net Project Costs(3)
River City
Marketplace Jacksonville, FL 100.0% Yes Construct new multi-tenant outparcel building 11,100 2Q20 $ 2,900 Parkway Shops Jacksonville, FL 100.0% Yes Site work to accommodate new ground lease pad with Aldi 26,000 1Q20 1,200
Total $37,100 $ 4,100
(1) Construction Completion represents the date that construction is expected to be substantially complete.
(2) Stabilization represents the earlier of the project reaching 90% occupancy or one year from the completion of major construction activity. (3) Net costs denote the Company's estimated project costs.
RPT Realty
Redevelopment / Outlots / Expansion Projects (continued) June 30, 2020
DEVELOPMENT / REDEVELOPMENT OPPORTUNITIES
Property Name MSA Ownership %
Property Included in Same Property
Portfolio Project Description
Marketplace of Delray Miami, FL 100.0% Yes Extensive repositioning of the underutilized portion of the center with potential mixed-use components Mission Bay Plaza Miami, FL 51.5% Yes South side redevelopment
Parkway Shops Jacksonville, FL 100.0% Yes Densification of site on undeveloped parcel
Rivertowne Square(1) Miami, FL 100.0% No Redevelopment and densification with potential mixed-use components
The Shops on Lane Avenue Columbus, OH 100.0% Yes Extensive redevelopment and repositioning including potential mixed-use portions Webster Place(1) Chicago, IL 100.0% No Redevelopment, densification and rebranding with mixed-use components OUTLOTS / EXPANSION OPPORTUNITIES
Property Name MSA Ownership %
Property Included in Same Property
Portfolio Project Description
Buttermilk Towne Center Cincinnati, OH 100.0% Yes 15,000 to 25,000 SF in pad opportunities along the southeast portion of the site Front Range Village Denver, CO 100.0% Yes Ground lease opportunity along Council Tree Avenue and East Harmony Road Tel-Twelve Detroit, MI 100.0% Yes 5,000 SF pad for potential restaurant tenant on Telegraph Road
Town & Country Crossing St. Louis, MO 51.5% Yes 4,000 to 15,000 SF of pad development opportunities Village Lakes Tampa, FL 100.0% Yes 7,000 SF pad for retail use adjacent to State Rd. 54 Olentangy Plaza Columbus, OH 100.0% Yes 4,000 to 5,000 SF pad for retail use on Bethel Road
RPT Realty
Acquisitions / Dispositions
For the Six Months Ended June 30, 2020 (in thousands, except acreage)
CONSOLIDATED PORTFOLIO
No acquisition or disposition activity during the six months ended June 30, 2020.
UNCONSOLIDATED JOINT VENTURES
RPT Realty
Portfolio Summary at Pro-Rata (1)
June 30, 2020
Portfolio Data
Consolidated VenturesJoint
Aggregate Portfolio Totals / Average
Number of Properties 44 5 49
Gross Leasable Area (GLA) 11,126,727 400,076 11,526,803
Ground Lease GLA 947,276 15,080 962,356
Annualized Base Rent per square foot (ABR/SF) $ 15.09 $ 22.97 $ 15.37
Leased Rate 93.6 % 94.7 % 93.6 % Anchor 96.7 % 94.7 % 96.7 % Small Shop 85.8 % 94.7 % 86.3 % Occupancy 92.8 % 94.7 % 92.9 % Anchor 96.3 % 94.7 % 96.3 % Small Shop 84.3 % 94.7 % 84.9 % Market Summary
MSA PropertiesNumber of (2) Owned GLA (100%) Owned GLA Leased % Occupied % ABR/SF % of ABR
Top 40 MSAs: Atlanta 3 527,291 527,291 95.0 % 94.1 % $ 12.13 3.7 % Austin 1 75,923 75,923 94.4 % 94.4 % 25.78 1.1 % Baltimore 1 252,230 252,230 96.3 % 96.3 % 9.82 1.4 % Chicago 4 766,824 766,824 85.3 % 85.3 % 14.76 5.9 % Cincinnati 3 1,262,582 1,262,582 94.5 % 93.0 % 16.02 11.4 % Columbus 2 435,311 435,311 93.9 % 89.0 % 18.14 4.3 % Denver 1 504,008 504,008 89.0 % 88.6 % 20.07 5.4 % Detroit 9 2,316,662 2,269,730 94.9 % 94.9 % 14.89 19.5 % Indianapolis 1 251,433 251,433 95.7 % 87.9 % 14.54 1.9 % Jacksonville 2 756,492 756,492 92.2 % 92.2 % 17.05 7.2 % Miami 6 1,034,876 795,518 93.0 % 91.6 % 16.75 7.4 % Milwaukee 2 546,306 546,306 91.7 % 91.7 % 12.66 3.9 % Minneapolis 2 445,234 445,234 89.8 % 89.8 % 25.37 6.2 % Nashville 1 632,554 632,554 97.7 % 97.7 % 13.50 5.1 % St. Louis 4 827,431 736,950 95.4 % 95.4 % 14.49 6.2 % Tampa 4 752,486 752,486 97.4 % 97.4 % 12.96 5.8 %
Top 40 MSA subtotal 46 11,387,643 11,010,872 93.6 % 92.9 % $ 15.50 96.4 %
Not Top 40 MSA 3 515,931 515,931 93.1 % 92.7 % 12.42 3.6 %
Total 49 11,903,574 11,526,803 93.6 % 92.9 % $ 15.37 100.0 %
(1) Shown at pro-rata except for number of properties and as otherwise indicated. (2) Properties in MSA that are in JV: Detroit (1), Miami (3) and St. Louis (1).
RPT Realty
Summary of Expiring GLA Portfolio at Pro-Rata (1)
June 30, 2020
All Leases
Expiration Year Number of Leases Owned GLA % of Owned GLA % of ABR (2) ABR/sf
2020 52 268,736 2.3 % 2.4 % $ 15.02 2021 196 1,248,746 10.8 % 13.0 % 17.08 2022 176 1,055,856 9.2 % 11.3 % 17.67 2023 196 1,704,509 14.8 % 15.8 % 15.24 2024 130 1,135,862 9.9 % 9.6 % 13.86 2025 101 1,209,762 10.5 % 10.8 % 14.70 2026 72 1,163,151 10.1 % 9.2 % 13.00 2027 61 490,461 4.2 % 5.1 % 17.01 2028 82 762,626 6.6 % 7.8 % 16.91 2029 93 780,556 6.8 % 6.6 % 13.91 2030+ 62 752,318 6.5 % 7.0 % 15.38 Tenants month to month 36 135,726 1.2 % 1.4 % 16.51 Sub-Total 1,257 10,708,309 92.9 % 100.0 % $ 15.37 Leased (3) 15 80,469 0.7 % N/A N/A
Vacant 176 738,025 6.4 % N/A N/A Total 1,448 11,526,803 100.0 % 100.0 % N/A
Anchor Tenants - GLA of 10,000 square feet or more
Expiration Year Number of Leases Owned GLA % of Owned GLA % of ABR (2) ABR/sf
2020 5 156,540 1.9 % 1.6 % $ 9.69 2021 37 817,579 10.1 % 12.1 % 13.96 2022 28 633,894 7.8 % 9.1 % 13.62 2023 38 1,270,435 15.7 % 15.9 % 11.84 2024 31 821,167 10.1 % 9.4 % 10.75 2025 32 964,829 11.9 % 12.8 % 12.54 2026 24 1,021,282 12.6 % 12.0 % 11.14 2027 16 334,605 4.1 % 4.7 % 13.37 2028 17 572,370 7.0 % 8.0 % 13.18 2029 17 580,507 7.2 % 6.3 % 10.27 2030+ 18 599,480 7.4 % 7.8 % 12.30 Tenants month to month 2 41,612 0.5 % 0.3 % 6.21 Sub-Total 265 7,814,300 96.3 % 100.0 % $ 12.10 Leased (3) 2 33,002 0.4 % N/A N/A
Vacant 14 270,002 3.3 % N/A N/A Total 281 8,117,304 100.0 % 100.0 % N/A
Small Shop - GLA of less than 10,000 square feet
Expiration Year Number of Leases Owned GLA % of Owned GLA % of ABR (2) ABR/sf
2020 47 112,196 3.3 % 3.6 % $ 22.46 2021 159 431,167 12.6 % 14.2 % 23.00 2022 148 421,962 12.4 % 14.3 % 23.76 2023 158 434,074 12.7 % 15.6 % 25.18 2024 99 314,695 9.2 % 9.9 % 21.99 2025 69 244,933 7.2 % 8.1 % 23.22 2026 48 141,869 4.2 % 5.3 % 26.34 2027 45 155,856 4.6 % 5.5 % 24.83 2028 65 190,256 5.6 % 7.7 % 28.13 2029 76 200,049 5.9 % 7.0 % 24.47 2030+ 44 152,839 4.4 % 6.0 % 27.45 Tenants month to month 34 94,114 2.8 % 2.8 % 21.07 Sub-Total 992 2,894,010 84.9 % 100.0 % $ 24.20 Leased (3) 13 47,467 1.4 % N/A N/A
Vacant 162 468,023 13.7 % N/A N/A Total 1,167 3,409,500 100.0 % 100.0 % N/A
(1) Shown at pro-rata except for number of leases and as otherwise indicated. (2) Annualized base rent is based upon rents currently in place.
