Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2021

3

Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2021

4

Notes to Condensed Consolidated Pro Forma Financial Statements

5

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

•

The consummation of the Crossroads Center Disposition;

•

The consummation of the Continental U.S. Disposition and

•

The repayment of the outstanding balance of the mortgage in the third quarter of 2021 from net proceeds from asset sales that were part of the Puerto Rico Disposition.

Transaction Accounting Adjustments

Company

Historical

Crossroads Center Disposition

Company

Pro Forma

Assets

Buildings

$

51,261

$

(51,261

)

(A)

$

—

Fixtures and tenant improvements

8,260

(8,260

)

(A)

—

59,521

(59,521

)

—

Less: Accumulated depreciation

(36,195

)

36,195

(A)

—

Total real estate assets, net

23,326

(23,326

)

—

Cash and cash equivalents

110,470

37,215

(B)

147,685

Restricted cash

1,993

—

1,993

Accounts receivable

3,891

(286

)

(A)

3,605

Other assets, net

4,718

(1,114

)

(A)

3,604

$

144,398

$

12,489

$

156,887

Liabilities and Equity

Accounts payable and other liabilities

$

8,331

$

(3,567

)

(A)

$

4,764

Dividends payable

69,053

—

69,053

Total liabilities

77,384

(3,567

)

73,817

Commitments and contingencies

Retail Value Inc. shareholders' equity

Common shares, with par value, $0.10 stated

   value; 200,000,000 shares authorized;

   21,117,748 shares issued at December 31, 2021

2,112

—

2,112

Additional paid-in capital

740,517

—

740,517

Accumulated distributions in excess of net loss

(675,602

)

16,056

(B)

(659,546

)

Less: Common shares in treasury at cost:

   598 shares at December 31, 2021

(13

)

—

(13

)

Total equity

67,014

16,056

83,070

$

144,398

$

12,489

$

156,887

Transactional Accounting Adjustments

Company

Historical

Mortgage

Repayment

(C)

Continental U.S.

Disposition

(D)

Crossroads Center

Disposition

Company

Pro Forma

Revenues from operations:

Rental income

$

55,603

$

—

$

(30,925

)

$

(8,104

)

(E)

$

16,574

Other income

55

—

(11

)

(13

)

(E)

31

55,658

—

(30,936

)

(8,117

)

16,605

Rental operation expenses:

Operating and maintenance

7,286

—

(4,013

)

(1,241

)

(E)

2,032

Real estate taxes

8,966

—

(5,776

)

(748

)

(E)

2,442

Property and asset management

   fees

5,906

—

(3,257

)

(635

)

(E)

2,014

Impairment charges

1,573

—

(1,573

)

—

—

General and administrative

3,577

—

—

—

3,577

Depreciation and amortization

17,217

—

(9,440

)

(2,499

)

(E)

5,278

44,525

—

(24,059

)

(5,123

)

15,343

Other income (expense):

Interest expense, net

(7,899

)

7,868

—

—

(31

)

Debt extinguishment costs

(6,307

)

6,307

—

—

—

Gain on disposition of

   real estate, net

29,596

—

(9,301

)

16,056

(B)

36,351

15,390

14,175

(9,301

)

16,056

36,320

Income before tax (expense) benefit

26,523

14,175

(16,178

)

13,062

37,582

Tax (expense) benefit

(148

)

—

37

169

(E)

58

Income from continuing operations

$

26,375

14,175

(16,141

)

13,231

$

37,640

Per share data:

   Income from continuing operations

      Basic and diluted

$

1.25

$

1.79

   Basic and diluted - average

      shares outstanding

21,062

21,062

(A)

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

(B)

The Crossroads Center Disposition had a gross sales price of $38.5 million.  The pro forma net gain on disposition of real estate is based on the Company’s historical balance sheet information as of December 31, 2021 and is subject to change based upon, among other things, the actual balance sheet on the closing date of the Crossroads Center 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 Crossroads Center Disposition was consummated as of December 31, 2021, and on the unaudited pro forma condensed consolidated statements of operations as if the Crossroads Center Disposition was consummated on January 1, 2021:

Gross sales price

$

38,500

Estimated transaction costs and other adjustments

(900

)

Disposition fee paid to SITE Centers Corp.

(385

)

Net cash received

$

37,215

Net assets written-off

(21,159

)

Pro forma gain on disposition of real estate, net

$

16,056

(C)

Reflects the elimination of interest expense and related amortization to reflect the amounts repaid on the mortgage loan as if the proceeds from the assets sold in the Puerto Rico Disposition in the third quarter of 2021 (not presented herein as these assets were classified as discontinued operations in the Company’s Annual Report on 10-K for the year ended December 31, 2021) had been received and applied to repay the mortgage loan on January 1, 2021, 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 on January 1, 2021.

(D)

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

(E)

Reflects the removal of the revenues and expenses for the year ended December 31, 2021 for the assets sold in connection with the Crossroads Center Disposition from the historical information presented.