RPT Realty Reports Fourth Quarter and Full Year 2020 Results; Provides 2021 Guidance; Reinstates Quarterly Common Dividend


  • Net (loss) income attributable to common shareholders for the fourth quarter 2020 of $(7.4) million, or $(0.09) per diluted share, compared to $71.1 million, or $0.83 per diluted share for the same period in 2019. Net (loss) income available to common shareholders for the full year 2020 of $(16.9) million, or $(0.21) per diluted share, compared to $84.8 million, or $1.04 per diluted share for the full year 2019.

  • The Company initiated 2021 operating funds from operations ("FFO") per share guidance.

  • The Company's Board of Trustees declared a first quarter 2021 regular cash dividend of $0.075 per common share.

  • Assigned a first time investment grade credit rating of BBB- by Fitch Ratings, Inc.

  • 94% of total tenants were open and operating, as of February 10, 2021, based on annualized base rent ("ABR").

  • 91% of fourth quarter 2020 rent and recovery income has been paid as of February 10, 2021.

NEW YORK, Feb. 17, 2021 (GLOBE NEWSWIRE) -- RPT Realty (NYSE:RPT) (the "Company") today announced its financial and operating results for the quarter and year ended December 31, 2020.

"As we close the chapter on a turbulent year, I am proud of how our organization responded during such unprecedented times," said Brian Harper, President and CEO. "We were able to navigate the health crisis as well as social, economic and political unrest by focusing on three things—humanity, liquidity and innovation. Humanity in ensuring that the health and well-being of our employees, tenants and shoppers was priority one. Liquidity in our focus on the balance sheet and our cash flows in the wake of the pandemic. And finally, innovation. From the time the new management team started, it was our goal to be a differentiator within a crowded field of shopping center REITs. We believe our joint venture with GIC is reflective of this goal and in 2021, we remain laser-focused on identifying innovative value-creation opportunities in an ever-evolving retail ecosystem."

FINANCIAL RESULTS

Net (loss) income attributable to common shareholders for the fourth quarter 2020 of $(7.4) million, or $(0.09) per diluted share, compared to $71.1 million, or $0.83 per diluted share for the same period in 2019. Net (loss) income available to common shareholders for the full year 2020 of $(16.9) million, or $(0.21) per diluted share, compared to $84.8 million, or $1.04 per diluted share for the full year 2019.

FFO for the fourth quarter 2020 of $14.7 million, or $0.18 per diluted share, compared to $14.4 million, or $0.18 per diluted share for the same period in 2019. FFO for the full year 2020 of $66.5 million, or $0.81 per diluted share, compared to $88.0 million, or $1.00 per diluted share for the full year 2019.

Operating FFO for the fourth quarter 2020 of $15.1 million, or $0.18 per diluted share, compared to $19.2 million or $0.24 per diluted share for the same period in 2019. Operating FFO for the fourth quarter 2020 excludes certain net losses that totaled $0.5 million, primarily attributable to an impairment on land available for development and severance expense, partially offset by a land sale gain and below market lease intangible write-offs in our joint venture. The change in Operating FFO was primarily driven by higher rental income not probable of collection, rent abatements and lower net operating income ("NOI") resulting from the contribution of a 48.5% interest in five assets into a joint venture formed in fourth quarter 2019. Fourth quarter 2020 rental income not probable of collection and rent abatements were $4.4 million or $0.05 per diluted share, including the Company's share of unconsolidated joint ventures.

Operating FFO for the full year 2020 of $64.2 million, or $0.78 per diluted share, compared to $90.9 million, or $1.04 per diluted share in the full year 2019. Operating FFO for the full year 2020 excludes certain net income that totaled $2.3 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 rental income not probable of collection, rent abatements, higher straight-line rent reserves and lower NOI resulting from the contribution of a 48.5% interest in five assets into a joint venture formed in fourth quarter 2019. Full year 2020 rental income not probable of collection, rent abatements and straight-line rent reserves, were $18.0 million or $0.22 per diluted share, including the Company's share of unconsolidated joint ventures.

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 fourth quarter 2020 decreased 10.4% 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 and rent abatements, which detracted 9.6% from same property NOI growth.

During the fourth quarter 2020, the Company signed 36 leases totaling 120,295 square feet. Blended re-leasing spreads on comparable leases were 3.4% with ABR of $25.26 per square foot. Re-leasing spreads on seven comparable new and 20 renewal leases were 6.8% and 2.8%, respectively.

As of December 31, 2020, the Company had $3.2 million of signed not commenced ABR that is scheduled to commence over the next 15 months.

The table below summarizes the Company's leased rate and occupancy results at December 31, 2020, September 30, 2020 and December 31, 2019.

 December 31, 2020September 30, 2020December 31, 2019
Consolidated & Joint Venture Portfolio   
Leased rate92.8%93.3%94.7%
Occupancy91.5%92.1%94.3%
Anchor (GLA of 10,000 square feet or more)   
Leased rate96.1%96.8%97.4%
Occupancy95.1%95.6%97.2%
Small Shop (GLA of less than 10,000 square feet)   
Leased rate84.9%84.9%88.2%
Occupancy82.9%83.6%87.4%

BALANCE SHEET

The Company ended the fourth quarter 2020 with $211.5 million in cash, cash equivalents and restricted cash. At December 31, 2020, the Company had approximately $1,031.1 million of consolidated debt and finance lease obligations, which resulted in a trailing twelve month net debt to proforma adjusted EBITDA ratio of 7.4x. Consolidated debt had a weighted average interest rate of 3.58% and a weighted average maturity, excluding scheduled amortization, of 4.6 years.

On November 19, 2020, Fitch Ratings, Inc. assigned a first time rating to the Company, including a Long-Term Issuer Default Rating of ‘BBB-‘ with a stable outlook. See the Company's press release dated November 19, 2020 for additional details.

During fourth quarter 2020, the Company repaid $25.0 million on its unsecured revolving line of credit. At December 31, 2020, the Company had $100.0 million drawn on its $350.0 million unsecured revolving line of credit. Subsequent to the quarter ended December 31, 2020, the Company repaid the remaining $100 million on its unsecured revolving line of credit, resulting in a fully undrawn $350 million revolver.

DISPOSITIONS

During fourth quarter 2020, the Company sold two non-core land parcels for a gross sales price of $1.4 million.

DIVIDEND

On February 11, 2021, the Board of Trustees declared a first quarter 2021 regular cash dividend of $0.075 per common share. The Board of Trustees also approved a first quarter 2021 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 dividends, for the period January 1, 2021 through March 31, 2021 are payable on April 1, 2021 for shareholders of record on March 19, 2021.

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 February 10, 2021. 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.
  • 94% 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 December 31, 2020.
  • 91% of fourth quarter 2020 rent and recovery income has been paid.
  • 6% of fourth quarter 2020 rent and recovery income are subject to signed or approved deferral agreements.

The table below summarizes the Company's rent and recovery income collection results at various points in time and for the selected reporting periods.

As of2Q203Q204Q20
July 31, 202065%N/AN/A
October 30, 202076%87%N/A
February 10, 202181%89%91%

2021 Guidance

The Company initiated 2021 operating FFO per diluted share guidance of $0.77 to $0.87. Selected expectations are outlined below.

  • Does not include the net impact of changes to 2020 estimates for rent not probable of collection and straight line rent reserves.
  • Does not include potential acquisition activity.
  • The guidance range is primarily driven by a range of outcomes for current year rent not probable of collection.
  • The mid-point of the guidance range assumes an improvement in the economy in the second half of the year as vaccinations become more widely available over the course of 2021.

The Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, including the information under "2021 Guidance" above, where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact net income attributable to common stockholders per diluted share, which is the most directly comparable forward-looking GAAP financial measure. This includes, for example, acquisition costs and other non-core items that have not yet occurred, are out of the Company's control and/or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

The Company’s 2021 guidance reflects management’s view of current and future market conditions, including current expectations with respect to rental rates, occupancy levels, acquisitions and dispositions and debt and equity financing activities. To the extent actual results differ from our current expectations, the Company’s results may differ materially from the guidance set forth above. Other factors, as referenced elsewhere in this press release, may also cause the Company’s results to differ materially from the guidance set forth above.

CONFERENCE CALL/WEBCAST:

The Company will host a live broadcast of its fourth quarter 2020 conference call to discuss its financial and operating results.

Date:Thursday, February 18, 2021
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 Thursday, February 25, 2021.  The replay can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers and entering passcode 13713758.  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 invest@rptrealty.com.

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 December 31, 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 December 31, 2020, the Company’s pro-rata share of the aggregate portfolio was 92.8% 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
vchao@rptrealty.com
(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)
 December 31,
2020
 December 31,
2019
  
ASSETS   
Income producing properties, at cost:   
Land$330,763   $331,265  
Buildings and improvements1,489,997   1,486,838  
Less accumulated depreciation and amortization(392,301)  (352,006) 
Income producing properties, net1,428,459   1,466,097  
Construction in progress and land available for development34,789   42,279  
Net real estate1,463,248   1,508,376  
Equity investments in unconsolidated joint ventures126,333   130,321  
Cash and cash equivalents208,887   110,259  
Restricted cash and escrows2,597   4,293  
Accounts receivable, net26,571   24,974  
Acquired lease intangibles, net26,354   34,278  
Operating lease right-of-use assets18,585   19,222  
Other assets, net77,465   86,836  
TOTAL ASSETS$1,950,040   $1,918,559  
    
LIABILITIES AND SHAREHOLDERS' EQUITY   
Notes payable, net$1,027,751   $930,808  
Finance lease obligation875   926  
Accounts payable and accrued expenses45,292   55,360  
Distributions payable1,723   19,792  
Acquired lease intangibles, net35,283   38,898  
Operating lease liabilities17,819   18,181  
Other liabilities19,928   6,339  
TOTAL LIABILITIES1,148,671   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 December 31, 2020 and December 31, 2019, respectively92,427   92,427  
Common shares of beneficial interest, $0.01 par, 240,000 and 120,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively, and 80,055 and 79,850 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively801   798  
Additional paid-in capital1,174,315   1,169,557  
Accumulated distributions in excess of net income(471,017)  (436,361) 
Accumulated other comprehensive (loss) income(14,132)  1,819  
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT782,394   828,240  
Noncontrolling interest18,975   20,015  
TOTAL SHAREHOLDERS' EQUITY801,369   848,255  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,950,040   $1,918,559  



RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
 
 Three Months Ended Twelve Months Ended
 December 31, December 31,
 2020 2019 2020 2019
REVENUE       
Rental income$46,368   $56,780   $187,151   $229,588  
Other property income876   1,266   3,166   4,270  
Management and other fee income478   52   1,395   230  
TOTAL REVENUE47,722   58,098   191,712   234,088  
        
EXPENSES       
Real estate tax expense7,973   8,294   33,086   35,961  
Recoverable operating expense6,021   7,052   21,915   25,256  
Non-recoverable operating expense2,413   2,630   8,962   10,292  
Depreciation and amortization20,210   18,782   77,213   78,647  
Transaction costs      186     
General and administrative expense6,822   8,789   25,801   27,634  
Provision for impairment598      598     
Insured expenses, net   2,276   (2,745)  2,276  
TOTAL EXPENSES44,037   47,823   165,016   180,066  
        
OPERATING INCOME3,685   10,275   26,696   54,022  
        
OTHER INCOME AND EXPENSES       
Other (expense) income, net(108)  24   214   (203) 
Gain on sale of real estate318   75,783   318   81,856  
Earnings from unconsolidated joint ventures76   128   1,590   581  
Interest expense(9,826)  (9,707)  (39,317)  (40,057) 
Other gain on unconsolidated joint ventures         237  
Loss on extinguishment of debt   (1,949)     (2,571) 
(LOSS) INCOME BEFORE TAX(5,855)  74,554   (10,499)  93,865  
Income tax (provision) benefit(12)  (97)  25   (179) 
NET (LOSS) INCOME(5,867)  74,457   (10,474)  93,686  
Net loss (income) attributable to noncontrolling partner interest135   (1,727)  241   (2,175) 
NET (LOSS) INCOME ATTRIBUTABLE TO RPT(5,732)  72,730   (10,233)  91,511  
Preferred share dividends(1,675)  (1,675)  (6,701)  (6,701) 
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS$(7,407)  $71,055   $(16,934)  $84,810  
        
(LOSS) EARNINGS PER COMMON SHARE       
Basic$(0.09)  $0.89   $(0.21)  $1.06  
Diluted$(0.09)  $0.83   $(0.21)  $1.04  
        
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING       
Basic80,055   79,850   79,998   79,802  
Diluted80,055   87,825   79,998   87,722  



 

 RPT REALTY 
 RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 
 FUNDS FROM OPERATIONS 
 (In thousands, except per share data) 
 (unaudited) 
 
 Three Months Ended
December 31, 
 Twelve Months Ended
December 31, 
  2020
  2019
   2020
   2019 
Net (loss) income$(5,867) $74,457  $(10,474) $93,686 
Net loss (income) attributable to noncontrolling partner interest135   (1,727) 241   (2,175)
Preferred share dividends (1,675)  (1,675)  (6,701)  (6,701)
Net (loss) income available to common shareholders (7,407) 71,055   (16,934) 84,810 
Adjustments:       
Rental property depreciation and amortization expense20,061  18,659  76,649  78,095 
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1)2,146  424  7,044  459 
Gain on sale of depreciable real estate   (75,783)    (81,485)
Gain on sale of joint venture depreciable real estate       (385)
Other gain on unconsolidated joint ventures       (237)
FFO available to common shareholders 14,800  14,355  66,759  81,257 
Noncontrolling interest in Operating Partnership (2) (135)    (241)  
Preferred share dividends (assuming conversion) (3)      6,701 
FFO available to common shareholders and dilutive securities $14,665  $14,355  $66,518  $87,958 
Gain on sale of land (318)    (318)  (371)
Provision for impairment on land available for development598    598   
Transaction costs (4)    186   
Insured expenses, net  2,276   (2,745) 2,276 
Severance expense (5)290    506  130 
Executive management reorganization, net (5)(6)  627    1,402 
R2G Venture LLC related costs (5)(7)  499    499 
Above and below market lease intangible write-offs   (470)  (256)  (3,525)
Pro-rata share of acquisition costs from unconsolidated joint ventures (1)    407   
Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures (1) (120)    (626)  
Loss on extinguishment of debt  1,949    2,571 
Payment of loan amendment fees (5)    184   
Bond interest proceeds (8)     (213)  
Operating FFO available to common shareholders and dilutive securities $15,115  $19,236  $64,241  $90,940 
        
Weighted average common shares80,055  79,850  79,998  79,802 
Shares issuable upon conversion of Operating Partnership Units (“OP Units”) (2)1,909    1,909   
Dilutive effect of restricted stock410  995  496  939 
Shares issuable upon conversion of preferred shares (3)      6,981 
Weighted average equivalent shares outstanding, diluted 82,374  80,845  82,403  87,722 
        
FFO available to common shareholders and dilutive securities per share, diluted $0.18  $0.18  $0.81  $1.00 
        
Operating FFO available to common shareholders and dilutive securities per share, diluted $0.18  $0.24  $0.78  $1.04 
        
Dividend per common share$  $0.22  $0.22  $0.88 
Payout ratio - Operating FFO% 91.7% 28.2% 84.6%


(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. The Company's net income for the three and twelve months ended December 31, 2019 (largely driven by gain on sale of real estate), resulted in an income allocation to OP Units which drove an OP Unit ratio of $0.90 and $1.14 (based on 1,909 weighted average OP Units outstanding). In instances when the OP Unit ratio exceeds basic FFO, the OP Units are considered anti-dilutive, and as a result are not included in the calculation of fully diluted FFO and Operating FFO for the three and twelve months ended December 31, 2019.
(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) For 2019, largely comprised of severance to a former executive officer and performance award expense related to the former Chief Executive Officer.
(7) For 2019, comprised of special incentive expense related to the execution of the R2G Venture LLC joint venture agreement.
(8) Amounts noted are included in Other (expense) income, net.



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 December 31, Twelve Months Ended December 31,
 2020 2019 2020 2019
Net (loss) income available to common shareholders$(7,407)  $71,055   $(16,934)  $84,810  
Preferred share dividends1,675   1,675   6,701   6,701  
Net (loss) income attributable to noncontrolling partner interest(135)  1,727   (241)  2,175  
Income tax (benefit) provision12   97   (25)  179  
Interest expense9,826   9,707   39,317   40,057  
Loss on extinguishment of debt   1,949      2,571  
Earnings from unconsolidated joint ventures(76)  (128)  (1,590)  (581) 
Gain on sale of real estate(318)  (75,783)  (318)  (81,856) 
Other gain on unconsolidated joint ventures         (237) 
Insured expenses, net   2,276   (2,745)  2,276  
Other expense (income), net108   (24)  (214)  203  
Management and other fee income(478)  (52)  (1,395)  (230) 
Depreciation and amortization20,210   18,782   77,213   78,647  
Transaction costs      186     
General and administrative expenses6,822   8,789   25,801   27,634  
Provision for impairment598      598     
Pro-rata share of NOI from unconsolidated joint venture (1)1,999   521   8,155   521  
Lease termination fees(183)  (409)  (368)  (743) 
Amortization of lease inducements212   160   766   519  
Amortization of acquired above and below market lease intangibles, net(655)  (1,218)  (2,903)  (6,762) 
Straight-line ground rent expense76   76   306   306  
Straight-line rental income8   (459)  2,026   (2,408) 
NOI at Pro-Rata (2)32,294   38,741   134,336   153,782  
NOI from Other Investments1,479   (1,049)  3,082   (5,284) 
Same Property NOI at Pro-Rata (3)$33,773   $37,692   $137,418   $148,498  
        


(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.
(3)Includes 51.5% of the NOI from the five properties contributed to R2G Venture LLC for all periods presented.



RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
   
  Twelve Months Ended
December 31, 2020
  
Reconciliation of net income to proforma adjusted EBITDA  
Net loss $(10,474) 
Interest expense 39,317  
Income tax benefit (25) 
Depreciation and amortization 77,213  
Pro-rata adjustments from unconsolidated entities 7,044  
EBITDAre $113,075  
   
Gain on sale of land (318) 
Provision for impairment on land available for development 598  
Severance expense 506  
Above and below market lease intangible write-offs (256) 
Transaction costs 186  
Pro-rata share of above and below market lease intangible write-offs from unconsolidated entities (626) 
Pro-rata share of acquisition costs from unconsolidated entities 407  
Insured expenses, net (2,745) 
Payment of loan amendment fees 184  
Bond interest proceeds (213) 
Adjusted EBITDA 110,798  
Proforma adjustments   
Proforma adjusted EBITDA $110,798  
   
Reconciliation of Notes Payable, net to Net Debt  
Notes payable, net $1,027,751  
Unamortized premium (1,103) 
Deferred financing costs, net 3,606  
Consolidated notional debt 1,030,254  
Finance lease obligation 875  
Cash, cash equivalents and restricted cash (211,484) 
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash (1,914) 
Net debt $817,731  
   
Reconciliation of interest expense to total fixed charges  
Interest expense $39,317  
Preferred share dividends 6,701  
Scheduled mortgage principal payments 2,326  
Total fixed charges $48,344  
   
Net debt to proforma adjusted EBITDA 7.4 x
Interest coverage ratio (proforma adjusted EBITDA / interest expense) 2.8 x
Fixed charge coverage ratio (proforma adjusted EBITDA / fixed charges) 2.3 x
   



RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
    
 Three Months Ended December 31,
 2020 2019
Reconciliation of net income to annualized proforma adjusted EBITDA   
Net (loss) income$(5,867)  $74,457  
Interest expense9,826   9,707  
Income tax provision12   97  
Depreciation and amortization20,210   18,782  
Gain on sale of depreciable real estate   (75,783) 
Pro-rata adjustments from unconsolidated entities2,146   424  
EBITDAre26,327   27,684  
    
Severance expense290     
Executive management reorganization, net   627  
Above and below market lease intangible write-offs   (470) 
Gain on sale of land(318)    
Provision for impairment on land available for development598     
R2G Venture LLC related costs   499  
Pro-rata share of above and below market lease intangible write-offs from unconsolidated entities(120)    
Insured expenses, net   2,276  
Loss on extinguishment of debt   1,949  
Adjusted EBITDA26,777   32,565  
Proforma adjustments (1)   (51) 
Proforma adjusted EBITDA$26,777   $32,514  
Annualized proforma adjusted EBITDA$107,108   $130,056  
    
Reconciliation of Notes Payable, net to Net Debt   
Notes payable, net$1,027,751   $930,808  
Unamortized premium(1,103)  (1,995) 
Deferred financing costs, net3,606   3,768  
Consolidated notional debt1,030,254   932,581  
Finance lease obligation875   926  
Cash, cash equivalents and restricted cash(211,484)  (114,552) 
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash(1,914)  (1,120) 
Net debt$817,731   $817,835  
    
Reconciliation of interest expense to total fixed charges   
Interest expense$9,826   $9,707  
Preferred share dividends1,675   1,675  
Scheduled mortgage principal payments608   671  
Total fixed charges$12,109   $12,053  
    
Net debt to annualized proforma adjusted EBITDA7.6 x 6.3 x
Interest coverage ratio (proforma adjusted EBITDA / interest expense)2.7 x 3.3 x
Fixed charge coverage ratio (proforma adjusted EBITDA / fixed charges)2.2 x 2.7 x
    


(1)4Q19 excludes $1.5 million representing the 48.5% of the five properties contributed to R2G Venture LLC, partially offset by the exclusion of $1.1 million from an annual expense that was fully recognized during the quarter and the inclusion of $0.3 million from the acquisition of Lakehills. The proforma adjustments treat the activity as if they occurred at the start of each quarter.


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, accelerated write-offs of lease incentives 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 twelve months ended December 31, 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 December 9, 2019 and 51.5% of their NOI as an unconsolidated property accounted for under the equity method for the period December 10, 2019 through December 31, 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 twelve months ended December 31, 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.

Net Debt
Net Debt represents (i) our total debt principal, which excludes unamortized premium and deferred financing costs, net, plus (ii) our finance lease obligation, less (iii) our cash, cash equivalents and restricted cash, less (iv) our pro-rata share of cash, cash equivalents and restricted cash of each of our unconsolidated entities. We present net debt to show the ratio of our net debt to our proforma Adjusted EBITDA.

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 35 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.