Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2020

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35481

42-1579325

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2021 Spring Road, Suite 200, Oak Brook, Illinois 60523

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (630) 634-4200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, $0.001 par value

RPAI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

The information in this Item 2.02 – “Results of Operations and Financial Condition” is being furnished. Such information, including Exhibit 99.1 hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On July 6, 2020, Retail Properties of America, Inc. (the “Company”) issued a press release announcing updated business information as of June 30, 2020, including cash rent collection statistics for the months of April, May and June 2020 and availability on its $850 million unsecured revolving line of credit. A copy of this press release is available on the Company’s website and is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The following Exhibits are included in this Report:



	99.1^†			Press Release dated July 6, 2020.

	101.SCH^†			Inline XBRL Taxonomy Extension Schema Document.

	101.CAL^†			Inline XBRL Taxonomy Extension Calculation Linkbase Document.

	101.LAB^†			Inline XBRL Taxonomy Extension Label Linkbase Document.

	101.PRE^†			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

	101.DEF^†			Inline XBRL Taxonomy Extension Definition Linkbase Document.

	104^†			Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.^*).

^†	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	RETAIL PROPERTIES OF AMERICA, INC.
	(Registrant)

	By:	/s/ Julie M Swinehart
		Julie M. Swinehart
Date: July 6, 2020		Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

LOGO

RETAIL PROPERTIES OF AMERICA, INC.

PROVIDES BUSINESS UPDATE

Oak Brook, IL – July 6, 2020 – Retail Properties of America, Inc. (NYSE: RPAI) (the “Company”) today provided an update on cash rent collection statistics for the months of April, May, and June 2020. Compared to the previously reported 60.3% of April rent collected as of May 28, 2020, the Company has received 67.4% of April rent as of June 30, 2020. Compared to the previously reported 52.4% of May rent collected as of May 28, 2020, the Company has received 63.7% of May rent as of June 30, 2020. Rent collection for June as of June 30, 2020 totals 64.7%, ahead of the realized collection pace of both April and May during the same days of those calendar months. In the aggregate, the Company has collected 65.3% of second quarter 2020 rent as of June 30, 2020.

April, May, and June 2020 Rent Collections as of June 30, 2020¹


	% of Total ABR			% of April Rent Collected			% of May Rent Collected			% of June Rent Collected			% of Q2 2020 QTD Rent Collected
Essential		30.6	%		96.4	%		95.9	%		93.6	%		95.3	%
Office		6.3	%		89.8	%		91.8	%		86.2	%		89.3	%

Subtotal: Essential and Office		36.9	%		95.3	%		95.2	%		92.3	%		94.3	%
Restaurants – Quick Service		7.2	%		63.8	%		67.4	%		67.1	%		66.1	%
Restaurants – Full Service		8.8	%		52.7	%		53.8	%		49.7	%		52.1	%

Subtotal: Restaurants		16.0	%		58.0	%		60.0	%		57.8	%		58.6	%
Non-Essential		47.1	%		48.6	%		40.0	%		45.2	%		44.6	%

Total Operating Portfolio		100.0	%		67.4	%		63.7	%		64.7	%		65.3	%

(1) The classification of tenant type, including the classification between essential and non-essential, is based on management’s understanding of the tenant operations and may not be comparative to similarly titled classifications by other companies. The table is based on annualized base rent (ABR) of leases in effect as of March 31, 2020.

“With 90% of our portfolio square footage open as of July 2, up from 79% as of May 29, we have sustained the positive business momentum we outlined during our business update in early June,” stated Steven Grimes, chief executive officer. “We continue our broad-based efforts to support our tenants’ reopening efforts as well as to promote a safe and accommodating environment for consumer activity.”

Based, in part, on the upward trajectory of daily cash collections in May and June, and the ongoing re-opening of the Company’s tenant base, the Company repaid substantial amounts during June on its $850 million unsecured revolving line of credit (the “revolver”), which was nearly fully drawn on March 31, 2020. As of June 30, the Company had $135 million outstanding on the revolver and $715 million in revolver availability.

LOGO

Page 2

ABOUT RPAI

Retail Properties of America, Inc. is a REIT that owns and operates high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of March 31, 2020, the Company owned 102 retail operating properties in the United States representing 20.0 million square feet. The Company is publicly traded on the New York Stock Exchange under the ticker symbol RPAI. Additional information about the Company is available at www.rpai.com.

CONTACT INFORMATION

Michael Gaiden

Vice President – Capital Markets and Investor Relations

Retail Properties of America, Inc.

(630) 634-4233

Document and Entity Information	Jul. 06, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001222840
Document Type	8-K
Document Period End Date	Jul. 06, 2020
Entity Registrant Name	RETAIL PROPERTIES OF AMERICA, INC.
Entity Incorporation State Country Code	MD
Entity File Number	001-35481
Entity Tax Identification Number	42-1579325
Entity Address, Address Line One	2021 Spring Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	(630)
Local Phone Number	634-4200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, $0.001 par value
Trading Symbol	RPAI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false