EX-99.1 3 rvi-ex991_130.htm EX-99.1 rvi-ex991_130.htm

Exhibit 99.1

Retail Value Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

 

TABLE OF CONTENTS

 

Value Inc. Quarterly Financial Supplement For the period ended December 31,

1

 

Retail Value Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

Continental U.S. Disposition

On October 1, 2021, certain subsidiaries (collectively the “Sellers”) of Retail Value Inc. (the “Company”) completed their previously announced sale of all of their interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) for $264.0 million in cash (the “Continental U.S. Disposition”) pursuant to the terms of the Amended and Restated Purchase Agreement, dated as of August 19, 2021 (the “Purchase Agreement”), by and among the Sellers and certain affiliates of Bridge 33 Capital, as purchasers. Net proceeds received at closing were approximately $242.4 million excluding $4.4 million of escrows established at closing, which may be released to Sellers in the event certain leasing activity is completed within 180 days of closing pursuant to the Purchase Agreement. The Sellers retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that have been deferred and are to be repaid by tenants sometime after the closing date).

The five assets sold in the Continental U.S. Disposition were as follows:

Property Name

 

City, State

 

Total Owned GLA

(000's)

 

Maple Grove Crossing

 

Maple Grove, Minnesota

 

 

262

 

Seabrook Commons

 

Seabrook, New Hampshire

 

 

175

 

Wrangleboro Consumer Square

 

Mays Landing, New Jersey

 

 

840

 

Great Northern Plazas

 

North Olmsted, Ohio

 

 

630

 

Peach Street Marketplace

 

Erie, Pennsylvania

 

 

716

 

 

 

 

 

 

2,623

 

Puerto Rico Disposition (As reported on the Company’s Current Report on Form 8-K dated August 27, 2021)

On August 27, 2021, the Company and RVT PR Mezz Borrower 1 LLC, a wholly-owned subsidiary of the Company completed the sale of all of their interests in the limited liability companies that owned all of the Company’s remaining assets located in Puerto Rico (comprising 3.5 million square feet of Company‑owned gross leasable area (“GLA”)) for $550.0 million in cash (the “Puerto Rico Disposition”) pursuant to the terms of the purchase agreement, dated as of June 30, 2021, by and among the sellers and Kildare Acquisitions US, LLC.  Net proceeds received at closing were approximately $539.0 million, of which $214.5 million were used to fully repay the outstanding balance of the Company’s mortgage loan.  The Puerto Rico Disposition did not include any cash or restricted cash held by or on behalf of the limited liability companies immediately prior to closing, which was retained by the sellers. The sellers also retained the right to pursue and collect amounts from tenants related to pre-closing periods (including amounts related to pre-closing periods that have been deferred and are to be repaid by tenants sometime after the closing date).  

As a result of the repayment of the Company’s mortgage loan using a portion of the net proceeds received in connection with the Puerto Rico Disposition, the lenders’ commitments under the Revolving Credit Agreement, dated as of July 2, 2018 (as amended, the “Revolving Credit Agreement”), among the Company, PNC Bank, National Association, as administrative agent, and the lenders from time to time parties thereto, were terminated pursuant to the terms of the Revolving Credit Agreement. At the time of termination of the lenders’ commitments, no amounts were outstanding under the Revolving Credit Agreement.

As a result of the closing of the Puerto Rico Disposition, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) and will no longer report financial results for the Puerto Rico segment and instead will report the financial results of the Puerto Rico segment as discontinued operations in the consolidated statements of operations for all periods presented beginning with the quarterly financial statements to be filed on the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2021.  Refer to Form 8-K dated August 27, 2021, for presentation of pro forma periods required for discontinued operations per Article 11 of Regulation S‑X.

 

2

 

 

The nine assets sold in the Puerto Rico Disposition were as follows:

Property Name

 

City

 

Company-Owned

GLA

(000's)

 

Plaza Isabela

 

Isabela

 

 

259

 

Plaza Fajardo

 

Fajardo

 

 

274

 

Plaza Walmart

 

Guayama

 

 

164

 

Plaza del Atlántico

 

Arecibo

 

 

223

 

Plaza del Sol

 

Bayamon

 

 

598

 

Plaza Río Hondo

 

Bayamon

 

 

556

 

Plaza Escorial

 

Carolina

 

 

525

 

Plaza Cayey

 

Cayey

 

 

313

 

Plaza del Norte

 

Hatillo

 

 

626

 

 

 

 

 

 

3,538

 

The Puerto Rico Disposition also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela.

At the date of the Company’s spin-off from SITE Centers Corp. into a separate publicly traded company, July 1, 2018, the Company had 12 assets in Puerto Rico and two reportable segments: continental U.S. and Puerto Rico. Prior to June 30, 2021, the Company sold three assets in Puerto Rico (the “Sold Puerto Rico Assets”) as follows:  

Date Sold

 

Property Name

 

City

 

Company-Owned

GLA

(000's)

 

 

Gross

Sales Price

(000's)

 

December 22, 2020

 

Plaza Palma Real

 

Humacao

 

 

448

 

 

$

50,000

 

April 14, 2021

 

Plaza Vega Baja

 

Vega Baja

 

 

185

 

 

 

4,500

 

June 3, 2021

 

Señorial Plaza

 

Rio Piedras

 

 

202

 

 

 

20,350

 

 

 

 

 

 

 

 

835

 

 

$

74,850

 

Pro Forma Statements

The unaudited pro forma adjustments include the following:

 

•

The consummation of the Puerto Rico Disposition;

 

•

The repayment of the outstanding balance of the mortgage loan using a portion of the net proceeds received in connection with the Puerto Rico Disposition and the related release of restricted cash;

 

•

The termination of the Revolving Credit Agreement (no amounts outstanding at June 30, 2021);

 

•

Elimination of the historical information of the Sold Puerto Rico Assets and

 

•

The consummation of the Continental U.S. Disposition.

The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S‑X and have been derived from the historical financial statements prepared in accordance with accounting principles generally accepted in the United States of America and are presented based on available information and certain assumptions that management believes are reasonable.

The following unaudited pro forma balance sheet is presented as if the transactions described above occurred on June 30, 2021.  The unaudited pro forma statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 are presented as if the transactions described above had occurred as of January 1, 2020.  

The unaudited pro forma financial statements are not necessarily indicative of what the Company’s financial condition or results of operations would have been for the periods presented.  The unaudited pro forma financial statements should be read in conjunction with the audited financial statements, the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the unaudited financial statements, the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.

3

 

Retail Value Inc.

Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2021

(Unaudited, in thousands, except share amounts)

 

 

 

 

 

 

 

Transaction Accounting Adjustments

 

 

 

 

Company

Historical

 

 

Puerto Rico Disposition

 

 

Mortgage Payoff

 

 

Continental U.S. Disposition

 

 

Company

Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land

$

337,869

 

 

$

(239,540

)

(A)

$

—

 

 

$

(87,887

)

(H)

$

10,442

 

Buildings

 

918,294

 

 

 

(543,171

)

(A)

 

—

 

 

 

(276,091

)

(H)

 

99,032

 

Fixtures and tenant improvements

 

114,580

 

 

 

(62,061

)

(A)

 

—

 

 

 

(30,065

)

(H)

 

22,454

 

 

 

1,370,743

 

 

 

(844,772

)

 

 

—

 

 

 

(394,043

)

 

 

131,928

 

Less: Accumulated depreciation

 

(554,434

)

 

 

332,964

 

(A)

 

—

 

 

 

155,248

 

(H)

 

(66,222

)

 

 

816,309

 

 

 

(511,808

)

 

 

—

 

 

 

(238,795

)

 

 

65,706

 

Construction in progress

 

2,489

 

 

 

(1,392

)

(A)

 

—

 

 

 

(137

)

(H)

 

960

 

Total real estate assets, net

 

818,798

 

 

 

(513,200

)

 

 

—

 

 

 

(238,932

)

 

 

66,666

 

Cash and cash equivalents

 

67,185

 

 

 

539,000

 

(B)

 

(155,922

)

(C)

 

242,418

 

(I)

 

692,681

 

Restricted cash

 

59,048

 

 

 

—

 

 

 

(59,048

)

(C)

 

5,342

 

(I)

 

5,342

 

Accounts receivable

 

17,501

 

 

 

(9,530

)

(A)

 

—

 

 

 

(1,982

)

(H)

 

5,989

 

Other assets, net

 

17,960

 

 

 

(794

)

(A)

 

(38

)

(D)

 

(3,884

)

(H)

 

13,244

 

 

$

980,492

 

 

$

15,476

 

 

$

(215,008

)

 

$

2,962

 

 

$

783,922

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage indebtedness, net

$

207,243

 

 

$

—

 

 

$

(207,243

)

(E)

$

—

 

 

$

—

 

Accounts payable and other liabilities

 

30,420

 

 

 

(9,049

)

(A)

 

(425

)

(F)

 

(4,610

)

(H)

 

17,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

900

 

(I)

 

 

 

Total liabilities

 

237,663

 

 

 

(9,049

)

 

 

(207,668

)

 

 

(3,710

)

 

 

17,236

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable preferred equity

 

190,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

190,000

 

Retail Value Inc. shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares, with par value, $0.10 stated

   value; 200,000,000 shares authorized;

   21,104,840 shares issued at June 30, 2021

 

2,110

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,110

 

Additional paid-in capital

 

740,548

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

740,548

 

Accumulated distributions in excess of net loss

 

(189,800

)

 

 

24,525

 

(B)

 

(7,340

)

(G)

 

6,672

 

(I)

 

(165,943

)

Less: Common shares in treasury at cost:

   1,620 shares at June 30, 2021

 

(29

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(29

)

Total equity

 

552,829

 

 

 

24,525

 

 

 

(7,340

)

 

 

6,672

 

 

 

576,686

 

 

$

980,492

 

 

$

15,476

 

 

$

(215,008

)

 

$

2,962

 

 

$

783,922

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

 

Retail Value Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2021

(Unaudited, in thousands, except per share amounts)

 

 

 

 

 

 

 

Transaction Accounting Adjustments

 

 

 

 

 

 

Company

Historical

 

 

Sold

Puerto Rico

Assets (J)

 

 

Puerto Rico Disposition (K)

 

 

Mortgage Repayment (L)

 

 

Continental U.S. Disposition (M)

 

 

Company

Pro Forma

 

Revenues from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

83,279

 

 

$

(1,611

)

 

$

(46,109

)

 

$

—

 

 

$

(20,504

)

 

$

15,055

 

Other income

 

91

 

 

 

(5

)

 

 

(14

)

 

 

—

 

 

 

(13

)

 

 

59

 

 

 

83,370

 

 

 

(1,616

)

 

 

(46,123

)

 

 

—

 

 

 

(20,517

)

 

 

15,114

 

Rental operation expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

18,776

 

 

 

(856

)

 

 

(13,356

)

 

 

—

 

 

 

(2,346

)

 

 

2,218

 

Real estate taxes

 

8,023

 

 

 

(171

)

 

 

(1,952

)

 

 

—

 

 

 

(3,879

)

 

 

2,021

 

Property and asset management fees

 

8,069

 

 

 

(442

)

 

 

(4,532

)

 

 

—

 

 

 

(1,836

)

 

 

1,259

 

Impairment charges

 

81,060

 

 

 

(2,010

)

 

 

(79,050

)

 

 

—

 

 

 

—

 

 

 

—

 

General and administrative

 

2,123

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,123

 

Depreciation and amortization

 

24,562

 

 

 

(454

)

 

 

(12,420

)

 

 

—

 

 

 

(6,321

)

 

 

5,367

 

 

 

142,613

 

 

 

(3,933

)

 

 

(111,310

)

 

 

—

 

 

 

(14,382

)

 

 

12,988

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(7,428

)

 

 

—

 

 

 

—

 

 

 

7,397

 

 

 

—

 

 

 

(31

)

Debt extinguishment costs

 

(1,242

)

 

 

—

 

 

 

—

 

 

 

1,242

 

 

 

—

 

 

 

—

 

Other income, net

 

197

 

 

 

—

 

 

 

(127

)

 

 

—

 

 

 

—

 

 

 

70

 

Gain on disposition of

   real estate, net

 

1,541

 

 

 

304

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,845

 

 

 

(6,932

)

 

 

304

 

 

 

(127

)

 

 

8,639

 

 

 

—

 

 

 

1,884

 

(Loss) income before tax expense

 

(66,175

)

 

 

2,621

 

 

 

65,060

 

 

 

8,639

 

 

 

(6,135

)

 

 

4,010

 

Tax expense

 

(197

)

 

 

7

 

 

 

46

 

 

 

—

 

 

 

31

 

 

 

(113

)

Net (loss) income

$

(66,372

)

 

$

2,628

 

 

$

65,106

 

 

$

8,639

 

 

$

(6,104

)

 

$

3,897

 

Comprehensive (loss) income

$

(66,372

)

 

$

2,628

 

 

$

65,106

 

 

$

8,639

 

 

$

(6,104

)

 

$

3,897

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

$

(3.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.19

 

   Basic and diluted - average shares

      outstanding

 

21,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,006

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

 

Retail Value Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2020

(Unaudited, in thousands, except per share amounts)

 

 

 

 

 

 

 

Transaction Accounting Adjustments

 

 

 

 

Company

Historical

 

 

Sold

Puerto Rico

Assets (J)

 

 

Puerto Rico Disposition (K)

 

 

Mortgage Repayment (L)

 

 

Continental U.S. Disposition

 

 

Company

Pro Forma

 

Revenues from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

169,725

 

 

$

(9,909

)

 

$

(79,125

)

 

$

—

 

 

$

(40,301

)

(M)

$

40,390

 

Other income

 

83

 

 

 

(1

)

 

 

(36

)

 

 

—

 

 

 

(21

)

(M)

 

25

 

 

 

169,808

 

 

 

(9,910

)

 

 

(79,161

)

 

 

—

 

 

 

(40,322

)

 

 

40,415

 

Rental operation expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

40,803

 

 

 

(4,246

)

 

 

(25,097

)

 

 

—

 

 

 

(4,471

)

(M)

 

6,989

 

Real estate taxes

 

20,752

 

 

 

(886

)

 

 

(3,909

)

 

 

—

 

 

 

(7,171

)

(M)

 

8,786

 

Property and asset management

   fees

 

18,612

 

 

 

(1,168

)

 

 

(8,915

)

 

 

—

 

 

 

(3,738

)

(M)

 

4,791

 

Impairment charges

 

115,525

 

 

 

(15,165

)

 

 

(45,990

)

 

 

—

 

 

 

(16,940

)

(M)

 

37,430

 

General and administrative

 

3,612

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,612

 

Depreciation and amortization

 

57,053

 

 

 

(3,983

)

 

 

(24,675

)

 

 

—

 

 

 

(13,550

)

(M)

 

14,845

 

 

 

256,357

 

 

 

(25,448

)

 

 

(108,586

)

 

 

—

 

 

 

(45,870

)

 

 

76,453

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(22,742

)

 

 

—

 

 

 

—

 

 

 

20,543

 

 

 

—

 

 

 

(2,199

)

Debt extinguishment costs

 

(5,922

)

 

 

—

 

 

 

—

 

 

 

(12,793

)

 

 

—

 

 

 

(18,715

)

Other income, net

 

251

 

 

 

(42

)

 

 

(209

)

 

 

—

 

 

 

—

 

 

 

—

 

Gain on disposition of

   real estate, net

 

22,800

 

 

 

910

 

 

 

—

 

 

 

—

 

 

 

6,672

 

(I)

 

30,382

 

 

 

(5,613

)

 

 

868

 

 

 

(209

)

 

 

7,750

 

 

 

6,672

 

 

 

9,468

 

Loss before tax expense

 

(92,162

)

 

 

16,406

 

 

 

29,216

 

 

 

7,750

 

 

 

12,220

 

 

 

(26,570

)

Tax expense

 

(1,392

)

 

 

63

 

 

 

472

 

 

 

—

 

 

 

58

 

(M)

 

(799

)

Net loss

$

(93,554

)

 

$

16,469

 

 

$

29,688

 

 

$

7,750

 

 

$

12,278

 

 

$

(27,369

)

Comprehensive loss

$

(93,554

)

 

$

16,469

 

 

$

29,688

 

 

$

7,750

 

 

$

12,278

 

 

$

(27,369

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

$

(4.72

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(1.38

)

   Basic and diluted -average shares

      outstanding

 

19,806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,806

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 

 

6

 

 

 

Retail Value Inc.

Notes to unaudited pro forma condensed consolidated financial statements

(Amounts in thousands)

 

 

(A)

Reflects the removal of the assets and liabilities disposed in connection with the Puerto Rico Disposition from the historical information presented.  

 

 

(B)

The interests in the limited liability companies that owned the assets sold in connection with the Puerto Rico Disposition had a gross sales price of $550.0 million.  The pro forma net gain on disposition of real estate is based on the Company’s historical balance sheet information as of June 30, 2021 and is subject to change based upon, among other things, the actual balance sheet on the closing date of the Puerto Rico Disposition, finalization of working capital adjustments and the Company’s financial closing procedures and may differ significantly from the actual net gain on disposition of real estate that the Company recognizes.  The estimated pro forma net gain on disposition of real estate presented below has not been reflected in the unaudited pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and does not reflect the impact on income from continuing operations:  

 

Gross sales price

 

$

550,000

 

Estimated transaction costs

 

 

(10,300

)

Net proceeds

 

 

539,700

 

Less:  Prorations

 

 

(700

)

Net cash received

 

$

539,000

 

Net assets written-off

 

 

(514,475

)

Pro forma gain on disposition of real estate, net

 

$

24,525

 

 

 

(C)

Reflects the reduction of cash ($214,545) from proceeds of the Puerto Rico Disposition utilized to repay the mortgage loan as the Company’s equity in these properties were pledged to the mortgage lender, as well as the payment of accrued interest ($425).  Amount is offset by release of restricted cash on deposit with the lender ($59,048) upon repayment of the mortgage loan, pursuant to the mortgage loan agreement.

 

 

(D)

Reflects the write-off of the unamortized loan costs on the Revolving Credit Agreement, which was terminated as a result of the repayment of the mortgage loan pursuant to the terms of the Revolving Credit Agreement.

 

 

(E)

Reflects the repayment of the mortgage loan ($214,545) net of the write-off of related unamortized loan costs ($7,302).

 

 

(F)

Reflects the removal of accrued interest paid in connection with the repayment of the mortgage loan.

 

 

(G)

Reflects the write-off of the unamortized loan costs on the mortgage loan ($7,302) and the termination of the Revolving Credit Agreement ($38). As of June 30, 2021, there were no borrowings outstanding under the Revolving Credit Agreement.

 

 

(H)

Reflects the removal of the assets and liabilities disposed in connection with the Continental U.S. Disposition from the historical information presented.  The Company expects to classify the Continental U.S. Disposition as “held for sale” as of September 30, 2021 given the transaction was considered probable as of the balance sheet date.

 

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Retail Value Inc.

Notes to unaudited pro forma condensed consolidated financial statements

(Amounts in thousands)

 

 

(I)

The five assets in the Continental U.S. Disposition had a gross sales price of $264.0 million.  The pro forma net gain on disposition of real estate is based on the Company’s historical balance sheet information as of June 30, 2021 and is subject to change based upon, among other things, the actual balance sheet on the closing date of the Continental U.S. Disposition and finalization of the Company’s financial closing procedures and may differ significantly from the actual net gain on disposition of real estate that the Company recognizes.  The estimated pro forma net gain on disposition of real estate presented below is reflected on the unaudited pro forma condensed consolidated balance sheet as if the Continental U.S. Disposition was consummated as of June 30, 2021 and on the unaudited pro forma condensed consolidated statements of operations as if the Continental U.S. Disposition was consummated on January 1, 2020:  

Gross sales price

 

$

264,000

 

Estimated transaction costs and other adjustments (1)

 

 

(15,020

)

Net proceeds

 

 

248,980

 

Less:  Leasing escrow (2)

 

 

(4,442

)

Less:  Prorations

 

 

(2,120

)

Net cash received

 

$

242,418

 

Add:  Leasing escrow (2)

 

$

4,442

 

Net assets written-off

 

 

(240,188

)

Pro forma gain on disposition of real estate, net

 

$

6,672

 

 

(1)

Includes cash held in escrow ($900) for certain repairs and is classified as restricted cash on the pro forma condensed consolidated balance sheet.

 

 

(2)

Relates to sale proceeds which are held in escrow expected to be released to Sellers upon the execution of two tenant leases within 180 days of closing pursuant to the Purchase Agreement.  The escrowed funds are included in the net proceeds amount used to determine the estimated gain on disposition.  

 

 

(J)

Reflects the removal of the revenues and expenses for the six months ended June 30, 2021 and for the year ended December 31, 2020 for the Sold Puerto Rico Assets from the historical information presented.  

 

 

(K)

Reflects the removal of the revenues and expenses for the six months ended June 30, 2021 and for the year ended December 31, 2020 for the assets sold in connection with the Puerto Rico Disposition from the historical information presented.  

 

 

(L)

Reflects the elimination of interest expense and related amortization to reflect the amounts repaid on the mortgage loan as if the proceeds from the Puerto Rico Disposition had been received and a portion thereof applied to repay a portion of the mortgage loan on January 1, 2020, as well as other repayments made due to asset sales during the first quarter of 2020, thus resulting in the full repayment of the loan. This column also reflects the adjustment of debt extinguishment costs assuming the mortgage loan was repaid in the first quarter of 2020.

 

 

(M)

Reflects the removal of the revenues and expenses for the six months ended June 30, 2021 and for the year ended December 31, 2020 for the assets sold in connection with the Continental U.S. Disposition from the historical information presented.  

 

Retail Value Inc. 3300 Enterprise Pkwy. Beachwood, OH 44122 P.216.755.5500 F. 216.755.1500 www.retailvalueinc.com

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