UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-Q
 
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
 
For the quarterly period ended June 30, 2020March 31, 2021
 
Commission file number 1-10093
 
RPT Realty
(Exact name of registrant as specified in its charter)
 
Maryland 13-6908486
(State of other jurisdiction of incorporation or organization) (I.R.S Employer Identification Numbers)
19 W 44th Street,Suite 1002 
New York,New York10036
(Address of principal executive offices) (Zip Code)

(212) 221-1261
(Registrant’s telephone number, including area code) 

Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)Name of Each Exchange
On Which Registered
Common Shares of Beneficial Interest ($0.01 Par Value Per Share)RPTNew York Stock Exchange
7.25% Series D Cumulative Convertible Perpetual PreferredRPT.PRDNew York Stock Exchange
Shares of Beneficial Interest ($0.01 Par Value Per Share)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes                          No 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes                         No 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filer
Smaller reporting companyEmerging 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                          No 

Number of common shares of beneficial interest ($0.01 par value) of the registrant outstanding as of July 31, 2020:80,946,445April 30, 2021: 81,165,033



INDEX

Page No.
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 6.

Page 2


PART 1 – FINANCIAL INFORMATION
Item 1.  Unaudited Condensed Consolidated Financial Statements

RPT REALTYRPT REALTYRPT REALTY
CONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)(In thousands, except per share amounts)(In thousands, except per share amounts)
(Unaudited)(Unaudited)(Unaudited)
June 30,
2020
December 31,
2019
March 31,
2021
December 31,
2020
ASSETSASSETS  ASSETS  
Income producing properties, at cost:Income producing properties, at cost:  Income producing properties, at cost:  
LandLand$331,265  $331,265  Land$325,150 $330,763 
Buildings and improvementsBuildings and improvements1,492,586  1,486,838  Buildings and improvements1,480,675 1,489,997 
Less accumulated depreciation and amortizationLess accumulated depreciation and amortization(372,103) (352,006) Less accumulated depreciation and amortization(400,004)(392,301)
Income producing properties, netIncome producing properties, net1,451,748  1,466,097  Income producing properties, net1,405,821 1,428,459 
Construction in progress and land available for developmentConstruction in progress and land available for development35,104  42,279  Construction in progress and land available for development37,052 34,789 
Net real estateNet real estate1,486,852  1,508,376  Net real estate1,442,873 1,463,248 
Equity investments in unconsolidated joint venturesEquity investments in unconsolidated joint ventures128,804  130,321  Equity investments in unconsolidated joint ventures126,015 126,333 
Cash and cash equivalentsCash and cash equivalents247,110  110,259  Cash and cash equivalents133,002 208,887 
Restricted cash and escrowsRestricted cash and escrows2,549  4,293  Restricted cash and escrows10,353 2,597 
Accounts receivable (net of allowance for doubtful accounts of $7,130 and $1,037 as of June 30, 2020 and December 31, 2019, respectively)35,602  24,974  
Accounts receivable (net of allowance for doubtful accounts of $14,309 and $12,996 as of March 31, 2021 and December 31, 2020, respectively)Accounts receivable (net of allowance for doubtful accounts of $14,309 and $12,996 as of March 31, 2021 and December 31, 2020, respectively)26,790 26,571 
Acquired lease intangibles, netAcquired lease intangibles, net29,910  34,278  Acquired lease intangibles, net24,080 26,354 
Operating lease right-of-use assetsOperating lease right-of-use assets18,905  19,222  Operating lease right-of-use assets18,423 18,585 
Other assets, netOther assets, net82,575  86,836  Other assets, net76,281 77,465 
TOTAL ASSETSTOTAL ASSETS$2,032,307  $1,918,559  TOTAL ASSETS$1,857,817 $1,950,040 
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY  LIABILITIES AND SHAREHOLDERS' EQUITY  
Notes payable, netNotes payable, net$1,103,996  $930,808  Notes payable, net$927,112 $1,027,751 
Finance lease obligationFinance lease obligation926  926  Finance lease obligation875 875 
Accounts payable and accrued expensesAccounts payable and accrued expenses41,063  55,360  Accounts payable and accrued expenses47,134 45,292 
Distributions payableDistributions payable1,765  19,792  Distributions payable256 1,723 
Acquired lease intangibles, netAcquired lease intangibles, net36,857  38,898  Acquired lease intangibles, net33,716 35,283 
Operating lease liabilitiesOperating lease liabilities18,002  18,181  Operating lease liabilities17,724 17,819 
Other liabilitiesOther liabilities23,260  6,339  Other liabilities12,064 19,928 
TOTAL LIABILITIESTOTAL LIABILITIES1,225,869  1,070,304  TOTAL LIABILITIES1,038,881 1,148,671 
Commitments and ContingenciesCommitments and ContingenciesCommitments and Contingencies00
RPT Realty ("RPT") Shareholders' Equity:RPT Realty ("RPT") Shareholders' Equity: 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, respectively92,427  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, respectively800  798  
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 March 31, 2021 and December 31, 2020, respectivelyPreferred 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 March 31, 2021 and December 31, 2020, respectively92,427 92,427 
Common shares of beneficial interest, $0.01 par, 240,000 shares authorized, 80,156 and 80,055 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectivelyCommon shares of beneficial interest, $0.01 par, 240,000 shares authorized, 80,156 and 80,055 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively802 801 
Additional paid-in capitalAdditional paid-in capital1,171,287  1,169,557  Additional paid-in capital1,174,961 1,174,315 
Accumulated distributions in excess of net incomeAccumulated distributions in excess of net income(459,994) (436,361) Accumulated distributions in excess of net income(461,887)(471,017)
Accumulated other comprehensive (loss) income(17,167) 1,819  
Accumulated other comprehensive lossAccumulated other comprehensive loss(6,770)(14,132)
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPTTOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT787,353  828,240  TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT799,533 782,394 
Noncontrolling interestNoncontrolling interest19,085  20,015  Noncontrolling interest19,403 18,975 
TOTAL SHAREHOLDERS' EQUITYTOTAL SHAREHOLDERS' EQUITY806,438  848,255  TOTAL SHAREHOLDERS' EQUITY818,936 801,369 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITYTOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$2,032,307  $1,918,559  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,857,817 $1,950,040 

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 3



RPT REALTYRPT REALTYRPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMECONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMECONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)(In thousands, except per share amounts)(In thousands, except per share amounts)
(Unaudited)(Unaudited)(Unaudited)
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended March 31,
2020201920202019 20212020
REVENUEREVENUE  REVENUE  
Rental incomeRental income$43,686  $56,641  $95,408  $114,999  Rental income$48,937 $51,722 
Other property incomeOther property income713  681  1,516  1,980  Other property income840 803 
Management and other fee incomeManagement and other fee income228  39  579  90  Management and other fee income316 351 
TOTAL REVENUETOTAL REVENUE44,627  57,361  97,503  117,069  TOTAL REVENUE50,093 52,876 
EXPENSESEXPENSES  EXPENSES  
Real estate taxesReal estate taxes8,453  8,722  16,604  18,544  Real estate taxes8,489 8,151 
Recoverable operating expenseRecoverable operating expense4,797  5,343  10,776  12,024  Recoverable operating expense6,193 5,979 
Non-recoverable operating expenseNon-recoverable operating expense2,146  2,709  4,423  5,199  Non-recoverable operating expense2,557 2,277 
Depreciation and amortizationDepreciation and amortization17,860  20,628  38,708  39,847  Depreciation and amortization18,379 20,848 
Transaction costsTransaction costs12  —  186  —  Transaction costs174 
General and administrative expenseGeneral and administrative expense6,695  6,530  12,917  12,596  General and administrative expense7,370 6,222 
Insured expenses, netInsured expenses, net(1,713) —  (1,653) —  Insured expenses, net60 
TOTAL EXPENSESTOTAL EXPENSES38,250  43,932  81,961  88,210  TOTAL EXPENSES42,988 43,711 
OPERATING INCOMEOPERATING INCOME6,377  13,429  15,542  28,859  OPERATING INCOME7,105 9,165 
OTHER INCOME AND EXPENSESOTHER INCOME AND EXPENSES  OTHER INCOME AND EXPENSES  
Other income (expense), net61  (123) 414  (231) 
Other (expense) income, netOther (expense) income, net(107)353 
Gain on sale of real estateGain on sale of real estate—  371  —  6,073  Gain on sale of real estate19,003 
Earnings from unconsolidated joint venturesEarnings from unconsolidated joint ventures802  26  1,058  80  Earnings from unconsolidated joint ventures801 256 
Interest expenseInterest expense(10,177) (10,084) (19,578) (20,433) Interest expense(9,406)(9,401)
Loss on extinguishment of debt—  (622) —  (622) 
(LOSS) INCOME BEFORE TAX(2,937) 2,997  (2,564) 13,726  
INCOME BEFORE TAXINCOME BEFORE TAX17,396 373 
Income tax provisionIncome tax provision(19) (35) (50) (71) Income tax provision(88)(31)
NET (LOSS) INCOME(2,956) 2,962  (2,614) 13,655  
Net loss (income) attributable to noncontrolling partner interest68  (69) 60  (319) 
NET (LOSS) INCOME ATTRIBUTABLE TO RPT(2,888) 2,893  (2,554) 13,336  
NET INCOMENET INCOME17,308 342 
Net income attributable to noncontrolling partner interestNet income attributable to noncontrolling partner interest(398)(8)
NET INCOME ATTRIBUTABLE TO RPTNET INCOME ATTRIBUTABLE TO RPT16,910 334 
Preferred share dividendsPreferred share dividends(1,675) (1,675) (3,350) (3,350) Preferred share dividends(1,675)(1,675)
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS$(4,563) $1,218  $(5,904) $9,986  
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERSNET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS$15,235 $(1,341)
(LOSS) EARNINGS PER COMMON SHARE  
EARNINGS (LOSS) PER COMMON SHAREEARNINGS (LOSS) PER COMMON SHARE  
BasicBasic$(0.06) $0.01  $(0.08) $0.12  Basic$0.19 $(0.02)
DilutedDiluted$(0.06) $0.01  $(0.08) $0.12  Diluted$0.19 $(0.02)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGWEIGHTED AVERAGE COMMON SHARES OUTSTANDING  WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  
BasicBasic79,976  79,764  79,942  79,754  Basic80,102 79,909 
DilutedDiluted79,976  80,156  79,942  80,148  Diluted81,123 79,909 
Cash Dividend Declared per Common ShareCash Dividend Declared per Common Share$—  $0.22  $0.22  $0.44  Cash Dividend Declared per Common Share$0.075 $0.220 
OTHER COMPREHENSIVE INCOME  
Net (loss) income$(2,956) $2,962  $(2,614) $13,655  
OTHER COMPREHENSIVE INCOME (LOSS)OTHER COMPREHENSIVE INCOME (LOSS)  
Net incomeNet income$17,308 $342 
Other comprehensive gain (loss):Other comprehensive gain (loss):  Other comprehensive gain (loss):  
Loss on interest rate swaps(2,125) (2,534) (19,436) (4,073) 
Comprehensive (loss) income(5,081) 428  (22,050) 9,582  
Comprehensive loss (income) attributable to noncontrolling interest117  (10) 510  (224) 
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RPT$(4,964)��$418  $(21,540) $9,358  
Gain (loss) on interest rate swapsGain (loss) on interest rate swaps7,535 (17,311)
Comprehensive income (loss)Comprehensive income (loss)24,843 (16,969)
Comprehensive (income) loss attributable to noncontrolling interestComprehensive (income) loss attributable to noncontrolling interest(571)393 
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RPTCOMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RPT$24,272 $(16,576)

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 4






RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Three Months Ended June 30, 2020 and June 30, 2019
(In thousands)
(Unaudited)
Shareholders' Equity of RPT Realty
Preferred
Shares
Common
Shares
Additional
Paid-in Capital
Accumulated Distributions in Excess of Net IncomeAccumulated Other Comprehensive Income (Loss)Noncontrolling InterestTotal Shareholders’ Equity
Balance, March 31, 2020$92,427  $800  $1,169,929  $(455,431) $(15,091) $19,202  $811,836  
Issuance of common shares, net of issuance costs—  —  (30) —  —  —  (30) 
Share-based compensation, net of shares withheld for employee taxes—  —  1,388  —  —  —  1,388  
Dividends declared to preferred shareholders—  —  —  (1,675) —  —  (1,675) 
Other comprehensive income - loss on interest rate swaps—  —  —  —  (2,076) (49) (2,125) 
Net loss—  —  —  (2,888) —  (68) (2,956) 
Balance, June 30, 2020$92,427  $800  $1,171,287  $(459,994) $(17,167) $19,085  $806,438  
Balance, March 31, 2019$92,427  $798  $1,166,048  $(459,365) $2,517  $19,366  $821,791  
Issuance of common shares, net of issuance costs—  —  (94) —  —  —  (94) 
Share-based compensation, net of shares withheld for employee taxes—  —  1,106  —  —  —  1,106  
Dividends declared to common shareholders—  —  —  (17,556) —  —  (17,556) 
Dividends declared to preferred shareholders—  —  —  (1,675) —  —  (1,675) 
Distributions declared to noncontrolling interests—  —  —  —  —  (420) (420) 
Dividends declared to deferred shares—  —  —  (116) —  —  (116) 
Other comprehensive income - loss on interest rate swaps—  —  —  —  (2,475) (59) (2,534) 
Net income—  —  —  2,893  —  69  2,962  
Balance, June 30, 2019$92,427  $798  $1,167,060  $(475,819) $42  $18,956  $803,464  


The accompanying notes are an integral part of these condensed consolidated financial statements.


Page 5


RPT REALTYRPT REALTYRPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYCONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYCONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Six Months Ended June 30, 2020 and June 30, 2019
For the Three Months Ended March 31, 2021 and March 31, 2020For the Three Months Ended March 31, 2021 and March 31, 2020
(In thousands)(In thousands)(In thousands)
(Unaudited)(Unaudited)(Unaudited)
Shareholders' Equity of RPT Realty   Shareholders' Equity of RPT Realty  
Preferred
Shares
Common
Shares
Additional
Paid-in Capital
Accumulated Distributions in Excess of Net IncomeAccumulated Other Comprehensive Income (Loss)Noncontrolling InterestTotal Shareholders’ Equity
Balance, December 31, 2020Balance, December 31, 2020$92,427 $801 $1,174,315 $(471,017)$(14,132)$18,975 $801,369 
Issuance of common shares, net of issuance costsIssuance of common shares, net of issuance costs— — (182)— — — (182)
Share-based compensation, net of shares withheld for employee taxesShare-based compensation, net of shares withheld for employee taxes— 828 — — — 829 
Dividends declared to common shareholdersDividends declared to common shareholders— — — (6,012)— — (6,012)
Dividends declared to preferred shareholdersDividends declared to preferred shareholders— — — (1,675)— — (1,675)
Distributions declared to noncontrolling interestsDistributions declared to noncontrolling interests— — — — — (143)(143)
Dividends declared to deferred sharesDividends declared to deferred shares— — — (93)— — (93)
Other comprehensive income adjustmentOther comprehensive income adjustment— — — — 7,362 173 7,535 
Net incomeNet income— — — 16,910 — 398 17,308 
Balance, March 31, 2021Balance, March 31, 2021$92,427 $802 $1,174,961 $(461,887)$(6,770)$19,403 $818,936 
Preferred
Shares
Common
Shares
Additional
Paid-in Capital
Accumulated Distributions in Excess of Net IncomeAccumulated Other Comprehensive Income (Loss)Noncontrolling InterestTotal Shareholders’ Equity
Balance, December 31, 2019Balance, December 31, 2019$92,427  $798  $1,169,557  $(436,361) $1,819  $20,015  $848,255  Balance, December 31, 2019$92,427 $798 $1,169,557 $(436,361)$1,819 $20,015 $848,255 
Issuance of common shares, net of issuance costsIssuance of common shares, net of issuance costs—  —  (385) —  —  —  (385) Issuance of common shares, net of issuance costs— — (354)— — — (354)
Share-based compensation, net of shares withheld for employee taxesShare-based compensation, net of shares withheld for employee taxes—   2,115  —  —  —  2,117  Share-based compensation, net of shares withheld for employee taxes— 726 — — — 728 
Dividends declared to common shareholdersDividends declared to common shareholders—  —  —  (17,593) —  —  (17,593) Dividends declared to common shareholders— — — (17,593)— — (17,593)
Dividends declared to preferred shareholdersDividends declared to preferred shareholders—  —  —  (3,350) —  —  (3,350) Dividends declared to preferred shareholders— — — (1,675)— — (1,675)
Distributions declared to noncontrolling interestsDistributions declared to noncontrolling interests—  —  —  —  —  (420) (420) Distributions declared to noncontrolling interests— — — — — (420)(420)
Dividends declared to deferred sharesDividends declared to deferred shares—  —  —  (136) —  —  (136) Dividends declared to deferred shares— — — (136)— — (136)
Other comprehensive income - loss on interest rate swaps—  —  —  —  (18,986) (450) (19,436) 
Net loss—  —  —  (2,554) —  (60) (2,614) 
Balance, June 30, 2020$92,427  $800  $1,171,287  $(459,994) $(17,167) $19,085  $806,438  
Balance, December 31, 2018$92,427  $797  $1,164,848  $(450,130) $4,020  $19,581  $831,543  
Adoption of ASU 2016-02
—  —  —  (325) —  (8) (333) 
Issuance of common shares, net of issuance costs—  —  (94) —  —  —  (94) 
Share-based compensation, net of shares withheld for employee taxes—   2,306  —  —  —  2,307  
Dividends declared to common shareholders—  —  —  (35,102) —  —  (35,102) 
Dividends declared to preferred shareholders—  —  —  (3,350) —  —  (3,350) 
Distributions declared to noncontrolling interests—  —  —  —  —  (841) (841) 
Dividends declared to deferred shares—  —  —  (248) —  —  (248) 
Other comprehensive income - loss on interest rate swaps—  —  —  —  (3,978) (95) (4,073) 
Other comprehensive loss adjustmentOther comprehensive loss adjustment— — — — (16,910)(401)(17,311)
Net incomeNet income—  —  —  13,336  —  319  13,655  Net income— — — 334 — 342 
Balance, June 30, 2019$92,427  $798  $1,167,060  $(475,819) $42  $18,956  $803,464  
Balance, March 31, 2020Balance, March 31, 2020$92,427 $800 $1,169,929 $(455,431)$(15,091)$19,202 $811,836 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Page 65



RPT REALTYRPT REALTYRPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)(In thousands)(In thousands)
(Unaudited)(Unaudited)(Unaudited)
Six Months Ended June 30, Three Months Ended March 31,
20202019 20212020
OPERATING ACTIVITIESOPERATING ACTIVITIES  OPERATING ACTIVITIES  
Net (loss) income$(2,614) $13,655  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
Net incomeNet income$17,308 $342 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortizationDepreciation and amortization38,708  39,847  Depreciation and amortization18,379 20,848 
Amortization of deferred financing feesAmortization of deferred financing fees685  718  Amortization of deferred financing fees374 343 
Income tax provisionIncome tax provision50  71  Income tax provision88 31 
Earnings from unconsolidated joint venturesEarnings from unconsolidated joint ventures(1,058) (80) Earnings from unconsolidated joint ventures(801)(256)
Distributions received from operations of unconsolidated joint venturesDistributions received from operations of unconsolidated joint ventures2,600  154  Distributions received from operations of unconsolidated joint ventures2,235 
Loss on extinguishment of debt—  622  
Gain on sale of real estateGain on sale of real estate—  (6,073) Gain on sale of real estate(19,003)
Insured expenses, net(1,653) —  
Amortization of acquired above and below market lease intangibles, netAmortization of acquired above and below market lease intangibles, net(1,733) (3,372) Amortization of acquired above and below market lease intangibles, net(737)(1,096)
Amortization of premium on mortgages, netAmortization of premium on mortgages, net(454) (484) Amortization of premium on mortgages, net(211)(228)
Service-based restricted share expenseService-based restricted share expense1,816  1,979  Service-based restricted share expense1,049 820 
Long-term incentive cash and equity compensation expenseLong-term incentive cash and equity compensation expense1,026  807  Long-term incentive cash and equity compensation expense1,166 279 
Changes in assets and liabilities, net of effect of acquisitions and dispositions:Changes in assets and liabilities, net of effect of acquisitions and dispositions:  Changes in assets and liabilities, net of effect of acquisitions and dispositions:  
Accounts receivable, netAccounts receivable, net(10,642) 1,781  Accounts receivable, net(219)1,758 
Other assets, netOther assets, net(734) (3,139) Other assets, net1,333 698 
Accounts payable and other liabilitiesAccounts payable and other liabilities(12,626) (9,175) Accounts payable and other liabilities(2,076)(13,218)
Net cash provided by operating activitiesNet cash provided by operating activities13,371  37,311  Net cash provided by operating activities18,885 10,321 
INVESTING ACTIVITIESINVESTING ACTIVITIES  INVESTING ACTIVITIES  
Development and capital improvementsDevelopment and capital improvements(8,603) (28,956) Development and capital improvements(5,347)(4,470)
Capital improvements covered by insuranceCapital improvements covered by insurance(3,868) —  Capital improvements covered by insurance(1,190)
Net proceeds from sales of real estateNet proceeds from sales of real estate—  67,863  Net proceeds from sales of real estate29,298 
Insurance proceeds from insured expenses1,750  —  
Investment in equity interests in unconsolidated joint venturesInvestment in equity interests in unconsolidated joint ventures(11) —  Investment in equity interests in unconsolidated joint ventures(11)
Net cash (used in) provided by investing activities(10,732) 38,907  
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities23,951 (5,671)
FINANCING ACTIVITIESFINANCING ACTIVITIES  FINANCING ACTIVITIES  
Repayment of mortgages and notes payableRepayment of mortgages and notes payable(1,126) (29,417) Repayment of mortgages and notes payable(624)(542)
Proceeds on revolving credit facilityProceeds on revolving credit facility225,000  —  Proceeds on revolving credit facility225,000 
Repayments on revolving credit facilityRepayments on revolving credit facility(50,000) —  Repayments on revolving credit facility(100,000)
Payment of deferred financing costsPayment of deferred financing costs(567) —  Payment of deferred financing costs(32)
Proceeds from issuance of common shares, net of costs(385) (94) 
Proceeds from issuance of common shares, net of issuance costsProceeds from issuance of common shares, net of issuance costs(182)(354)
Shares used for employee taxes upon vesting of awardsShares used for employee taxes upon vesting of awards(928) (580) Shares used for employee taxes upon vesting of awards(769)(667)
Dividends paid to preferred shareholdersDividends paid to preferred shareholders(3,350) (3,350) Dividends paid to preferred shareholders(3,350)(1,675)
Dividends paid to common shareholdersDividends paid to common shareholders(35,336) (35,312) Dividends paid to common shareholders(6,040)(17,668)
Distributions paid to operating partnership unit holdersDistributions paid to operating partnership unit holders(840) (841) Distributions paid to operating partnership unit holders(420)
Net cash provided by (used in) financing activities132,468  (69,594) 
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(110,965)203,642 
Net change in cash, cash equivalents and restricted cashNet change in cash, cash equivalents and restricted cash135,107  6,624  Net change in cash, cash equivalents and restricted cash(68,129)208,292 
Cash, cash equivalents and restricted cash at beginning of period114,552  44,722  
Cash, cash equivalents and restricted cash at end of period$249,659  $51,346  
Cash, cash equivalents and restricted cash and escrows at beginning of periodCash, cash equivalents and restricted cash and escrows at beginning of period211,484 114,552 
Cash, cash equivalents and restricted cash and escrows at end of periodCash, cash equivalents and restricted cash and escrows at end of period$143,355 $322,844 

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 6


RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
20212020
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Contribution of real estate exchanged for an equity investment in unconsolidated joint venture$1,116 $
Contribution of real estate exchanged for preferred investment in unconsolidated entities2,610 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  
Cash paid for interest (net of capitalized interest of $1 in both 2021 and 2020)$6,574 $6,359 

As of March 31,
Reconciliation of cash, cash equivalents and restricted cash and escrows20212020
Cash and cash equivalents$133,002 $320,596 
Restricted cash and escrows10,353 2,248 
$143,355 $322,844 

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 7


RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
20202019
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  
Cash paid for interest (net of capitalized interest of $2 and $60 in 2020 and 2019, respectively)$19,151  $20,599  

As of June 30,
Reconciliation of cash, cash equivalents and restricted cash20202019
Cash and cash equivalents$247,110  $47,072  
Restricted cash and escrows2,549  4,274  
$249,659  $51,346  

The accompanying notes are an integral part of these condensed consolidated financial statements.
Page 8


RPT REALTY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  Organization and Basis of Presentations

Organization

RPT Realty, together with our subsidiaries (the “Company” or “RPT”), is a real estate investment trust (“REIT”) engaged in the business of owning and operating a national portfolio of open-air shopping destinations principally located in the 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 (“NYSE”). The common shares of beneficial interest of the Company, par value $0.01 per share (the “common share”), are listed and traded on the NYSE under the ticker symbol “RPT”. As of June 30, 2020,March 31, 2021, the Company's portfolio consisted of 49 multi-tenant shopping centers (including 5 shopping centers owned through a joint venture) and 13 net lease retail properties (all of which are owned through a separate joint venture) (the “aggregate portfolio”) representingwhich together represent 11.9 million square feet of gross leaseableleasable area (“GLA”).  As of June 30, 2020,March 31, 2021, the Company’s pro-rata share of the aggregate portfolio was 93.6%92.0% leased.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and our majority owned subsidiary, RPT Realty, L.P., a Delaware limited partnership (the “Operating Partnership” or “OP” which was 97.7% owned by the Company at June 30, 2020March 31, 2021 and December 31, 2019)2020), and all wholly-owned subsidiaries, including entities in which we have a controlling financial interest or have been determined to be the primary beneficiary of a variable interest entity (“VIE”). The presentation of condensed consolidated financial statements does not itself imply that assets of any consolidated entity (including any special-purpose entity formed for a particular project) are available to pay the liabilities of any other consolidated entity, or that the liabilities of any other consolidated entity (including any special-purpose entity formed for a particular project) are obligations of any other consolidated entity. Investments in real estate joint ventures over which we have the ability to exercise significant influence, but for which we do not have financial or operating control, are accounted for using the equity method of accounting. Accordingly, our share of the earnings (loss) of these joint ventures is included in consolidated net income (loss). All intercompany transactions and balances are eliminated in consolidation.

We have elected to be a REIT for federal income tax purposes.  The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.  These condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2019.2020.

The preparation of our unaudited financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of revenues and expenses during the reporting period.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and reported amounts that are not readily apparent from other sources.  The Company considered impacts to its estimates related to the current pandemic of the novel coronavirus disease (“COVID-19”) as appropriate, within its unaudited condensed consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the increased uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates.

Equity Distribution Agreement

In February 2020, the Company entered into an Equity Distribution Agreement (Equity Distribution Agreement) pursuant to which the Company may offer and sell, from time to time, the Company's common shares having an aggregate gross sales price of up to $100.0 million. Sales of the shares of common stock may be made, in the Company's discretion, from time to time in "at-the-market" offerings as defined in Rule 415 of the Securities Act of 1933. The Equity Distribution Agreement also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. For the sixthree months ended June 30, 2020,March 31, 2021, we did 0t issue any common shares through the arrangement. As of June 30, 2020,March 31, 2021, we have full capacity remaining under the agreement.

Page 98


Significant Risks and Uncertainties

One of the most significant risks and uncertainties is the potential adverse effect of COVID-19. On February 28, 2020, the World Health Organization (“WHO”) raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. On March 13, 2020, the United States declared a national emergency with respect to COVID-19. As a result of COVID-19, we have received numerous rent relief requests, most often in the form of rent deferrals. We have evaluated, and continue to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. As of June 30, 2020, accrued but uncollected second quarter rental income was $19.7 million of which $5.5 million was reserved as rental income not probable of collection. In addition, a charge of $1.4 million for straight-line rent receivable was taken inWhile the second quarter of 2020. While itCompany is unable at this time to reasonably estimate the impact that COVID-19 will continue to have on the Company'sour business, financial position and operating results in future periods due to numerous uncertainties, the Company is closely monitoring the impact of the pandemic on all aspects of its business. A number of our tenants have closed their stores for a portionperiod of our second quarter and have requested rent relief, most often in the formtime as a result of rent deferral, which the Company evaluates on a case-by-case basis.COVID-19. The COVID-19 pandemic has had and will likely to continue to have repercussions across local, national and global economies and financial markets, including a potential global recession.

COVID-19 may continue to have material and adverse effects on our financial condition, results of operations and cash flows in the near term due to, but not limited to, the following:
Reduced economic activity severely impacting our tenants' businesses, financial condition and liquidity and may cause tenants to be unable to fully meet their obligations to us or to otherwise seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income;
The negative financial impact of COVID-19 could impact our future compliance with financial covenants of our credit agreement and other debt agreements, and as a result, our lenders may require us to accelerate the timing of payments which would have a material adverse effect on our business, operations, financial condition and liquidity, unless we obtain waivers or modifications from our lenders; and
Weaker economic conditions could cause us to recognize impairment in the value of our tangible orand intangible assets based on the then Company's reasonable assessment.
The extent to which COVID-19 impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. As such, we are unable to predict the impact that it ultimately will have on itsour financial condition, results of operations and cash flows.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13, “Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU 2018-13”) which amends Accounting Standards Codification (ASC) 820, Fair Value Measurement. ASU 2018-13 modified the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. This standard became effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04 “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The standard became effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In June 2016, the FASB updated ASC Topic 326 “Financial Instruments - Credit Losses” with ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 enhances the methodology of measuring expected credit losses to include the use of forward-looking information to better inform credit loss estimates. In addition, in November 2018 the FASB issued ASU 2018-19, which clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The standard became effective for annual periods beginning after December 15, 2019, including interim periods within that fiscal year. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Page 10


Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2022. We are currently evaluating the guidance and have not determined the impact this standard may have on our condensed consolidated financial statements.

In April 2020, the FASB issued a staff question-and-answer (“Q&A”) document focused on the application of the lease guidance in ASC 842, Leases, for lease concessions related to the effects of the COVID-19 pandemic. Included in this Q&A, the FASB staff determined that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 and Topic 840 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in Topic 842 and Topic 840 to those contracts.

The FASB also acknowledged that some concessions will provide a deferral of payments with no substantive changes to the consideration in the original contract. The FASB indicated that a deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original contract. The staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes is more preferable than the others. Two of those methods are:
Account for the concessions as if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable, and a lessee would increase its accounts payable as receivables/payments accrue. In its income statement, a lessor would continue to recognize income, and a lessee would continue to recognize expense during the deferral period.
Account for the deferred payments as variable lease payments.
In cases where we have granted a deferral for future periods as a result of COVID-19, we have accounted for the concessions as if no changes to the lease contract were made. Under that accounting, we have increased our lease receivable as the receivables have accrued. In our statementcondensed consolidated statements of operations, we have continued to recognize income during the deferral period to the extent that we believe collection of that income is probable.
Page 9


In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). In addition, the FASB subsequently issued ASU 2021-01 “Reference Rate Reform (Topic 848)” (“ASU 2021-01”) which further clarifies the optional expedients available. ASU 2020-04 and ASU 2021-01 provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2022. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. As additional index changes in the market occur, the Company will evaluate the impact of the guidance and may apply other elections as applicable.

2.  Real Estate

Included in our net real estate assets are income producing properties that are recorded at cost less accumulated depreciation and amortization, construction in progress and land available for development.

We review our investment in real estate, including any related intangible assets, for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the property may not be recoverable.  These changes in circumstances include, but are not limited to, changes in occupancy, rental rates, net operating income, real estate values and expected holding period.

For the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, we recorded 0 impairment provision.

Construction in progress represents existing development, redevelopment and tenant build-out projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.  Construction in progress was $10.9 million and $8.6 million at March 31, 2021 and December 31, 2020, respectively. The increase in construction in progress from December 31, 2020 to March 31, 2021 was due primarily to the capital expenditures for ongoing projects, partially offset by completion of tenant build-outs and property dispositions.

Land available for development includes real estate projects where vertical construction has yet to commence, but which have been identified by us and are available for future development when market conditions dictate the demand for a new shopping center or outparcel pad. The viability of all projects under construction or development, including those owned by our unconsolidated joint ventures, is regularly evaluated under applicable accounting requirements, including requirements relating to abandonment of assets or changes in use.  Land available for development was $28.7 million and $28.5$26.2 million at June 30, 2020both March 31, 2021 and December 31, 2019, respectively.

Construction in progress represents existing development, redevelopment and tenant build-out projects.  When projects are substantially complete and ready for their intended use, balances are transferred to land or building and improvements as appropriate.  Construction in progress was $6.4 million and $13.8 million at June 30, 2020 and December 31, 2019,
Page 11


respectively. The decrease in construction in progress from December 31, 2019 to June 30, 2020 was due primarily to the completion of ongoing expansion projects and the completion of insurance reimbursable building improvements.2020.

Pursuant to the criteria established under ASC Topic 360 we classify properties as held for sale when executed purchase and sales agreement contingencies have been satisfied thereby signifying that the sale is legally binding and probable of closing within one year of the reporting date. As of June 30, 2020,March 31, 2021, and December 31, 2019,2020, we had 0 properties and 0 land parcels classified as held for sale.

3.  Property Acquisitions and Dispositions

Acquisitions

There were no acquisitions in the sixthree months ended June 30, 2020.March 31, 2021.

Page 10


Dispositions

There were no dispositionsThe following table provides a summary of our disposition activity in the sixthree months ended June 30, 2020March 31, 2021:
    Gross
Property NameLocationProperty/ Parcel CountGLADate SoldSales PriceGain on Sale
 (in thousands)(In thousands)
Buttermilk Towne Center - Land parcels (1)
Crescent Springs, KY2107 03/05/21$9,785 $3,809 
Deer Grove - Outparcel (1)
Palatine, IL103/05/212,500 1,456 
Front Range Village - Land parcel (1)
Fort Collins, CO103/05/212,750 1,709 
Front Range Village - Outparcel (1)
Fort Collins, CO103/05/212,475 1,197 
Merchants' Square - Outparcels (1)
Carmel, IN119 03/05/213,977 2,133 
Promenade at Pleasant Hill - Land parcel (1)
Duluth, GA103/05/211,250 467 
River City Marketplace - Land parcels (1)
Jacksonville, FL203/05/212,895 1,938 
Rivertowne Square - Land parcel (1)
Deerfield Beach, FL103/05/213,270 2,272 
Shoppes of Lakeland - Land parcel (1)
Lakeland, FL103/05/211,332 800 
Shoppes of Lakeland - Outparcel (1)
Lakeland, FL103/05/211,200 289 
West Broward - Land parcel (1)
Plantation, FL103/05/214,762 2,933 
Total income producing dispositions13 169  $36,196 $19,003 
Total dispositions169 $36,196 $19,003 
(1)We contributed net lease retail assets that were subdivided from wholly-owned shopping centers to our newly formed RGMZ Venture REIT LLC joint venture. The properties contributed included both income producing properties in which we owned the depreciable real estate, as well as income producing properties which are subject to a ground lease. Refer to Note 4 of these notes to the condensed consolidated financial statements for additional information.

4.  Equity Investments in Unconsolidated Joint Ventures

We are an investor in 4As of December 31, 2020, we had 3 joint venture agreements: 1) R2G Venture LLC (“R2G”), 2) Ramco/Lion Venture LP, 3) Ramco 450 Venture LLC, and 4)3) Ramco HHF NP LLC, whereby we own 51.5%, 30%, 20%, and 7%, respectively, of the equity in each joint venture. As of June 30, 2020, ourOur R2G Venture LLC joint venture ownedowns 5 income-producing shopping centers, and our other threetwo joint ventures diddo not own any income producing properties. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations.  We cannot make significant decisions without our partner’s approval.  Accordingly, we account for our interest in the joint ventures using the equity method of accounting.

On March 4, 2021, we formed a new core net lease retail real estate joint venture, RGMZ Venture REIT LLC (“RGMZ”), with an affiliate of GIC Private Limited (“GIC”), an affiliate of Zimmer Partners (“Zimmer”) and an affiliate of Monarch Alternative Capital LP (“Monarch”). The Company has initially contributed 13 net lease retail properties that had been created by us upon the subdivision of certain parcels from our existing open-air shopping centers, valued at $36.2 million to RGMZ. Upon contribution, the Company received $32.4 million in gross cash proceeds ($29.3 million in net cash proceeds), as well as a combined $2.6 million preferred equity investment stake in the Zimmer and Monarch affiliates, in exchange for the 93.6% stake in RMGZ that was acquired by the other joint venture partners. The Company retained a 6.4% stake in RGMZ, maintains day-to-day management of the portfolio and earns management, leasing and construction fees. The asset management fee is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee of 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. The Company is also responsible for sourcing future acquisitions for RGMZ. RGMZ has a $21.7 million secured credit facility that includes an accordion feature allowing it to increase future potential commitments up to a total capacity of $500.0 million. RPT and certain of the other joint venture partners will have consent rights for all future acquisitions, and also have approval rights in connection with annual budgets and other specified major decisions. We cannot make significant decisions without our partners' approval. Accordingly, we account for our interest in the joint venture using the equity method of accounting.
Page 11




The combined condensed financial information for our unconsolidated joint ventures is summarized as follows:
Balance SheetsBalance SheetsJune 30, 2020December 31, 2019Balance SheetsMarch 31, 2021December 31, 2020
(In thousands) (In thousands)
ASSETSASSETS  ASSETSR2GRGMZOtherTotalR2GRGMZOtherTotal
Investment in real estate, netInvestment in real estate, net$230,332  $233,531  Investment in real estate, net$224,785 $26,946 $$251,731 $226,083 $$$226,083 
Other assetsOther assets30,549  27,463  Other assets24,904 12,755 37,659 26,125 47 26,172 
Total AssetsTotal Assets$260,881  $260,994  Total Assets$249,689 $39,701 $$289,390 $252,208 $$47 $252,255 
LIABILITIES AND OWNERS' EQUITYLIABILITIES AND OWNERS' EQUITY  LIABILITIES AND OWNERS' EQUITY  
Total liabilities$18,259  $15,943  
Notes payableNotes payable$$21,718 $$21,718 $$$$
Other liabilitiesOther liabilities14,728 417 15,145 14,474 11 14,485 
Owners' equityOwners' equity242,622  245,051  Owners' equity234,961 17,566 252,527 237,734 36 237,770 
Total Liabilities and Owners' EquityTotal Liabilities and Owners' Equity$260,881  $260,994  Total Liabilities and Owners' Equity$249,689 $39,701 $$289,390 $252,208 $$47 $252,255 
RPT's equity investments in unconsolidated joint venturesRPT's equity investments in unconsolidated joint ventures$128,804  $130,321  RPT's equity investments in unconsolidated joint ventures$124,901 $1,114 $$126,015 $126,333 $$$126,333 

Three Months Ended June 30,Six Months Ended June 30, Three Months Ended March 31,
Statements of OperationsStatements of Operations2020201920202019Statements of Operations20212020
(In thousands)(In thousands) (In thousands)
R2GRGMZOtherTotalR2GRGMZOtherTotal
Total revenueTotal revenue$5,552  $688  $11,584  $1,482  Total revenue$5,737 $156 $$5,893 $6,032 $$$6,032 
Total expenses
Total expenses
3,984  385  9,540  781  
Total expenses
4,157 114 4,278 5,534 5,538 
Income (loss) before other income and expenseIncome (loss) before other income and expense1,580 42 (7)1,615 498 (4)494 
Interest expenseInterest expense8282
Net income$1,568  $303  $2,044  $701  
Net income (loss)Net income (loss)$1,580 $(40)$(7)$1,533 $498 $$(4)$494 
Preferred member dividendsPreferred member dividends19 19 17 17 
Net income (loss) available to common membersNet income (loss) available to common members$1,561 $(40)$(7)$1,514 $481 $$(4)$477 
RPT's share of earnings from unconsolidated joint venturesRPT's share of earnings from unconsolidated joint ventures$802  $26  $1,058  $80  RPT's share of earnings from unconsolidated joint ventures$803 $(2)$$801 $256 $$$256 

Acquisitions

The following table provides a summary of our unconsolidated joint venture property acquisitions during the three months ended March 31, 2021:
    Gross
Property NameLocationGLAAcreageDate AcquiredPurchase PriceDebt Issued
 (in thousands)(In thousands)
RPT Realty - 13 Income Producing Properties (1)
Various (1)
169 N/A03/05/21$37,228 $(21,718)
Total acquisitions169 —  $37,228 $(21,718)
(1)Net lease retail properties acquired are located in Colorado, Florida, Georgia, Illinois, Indiana and Kentucky.

Page 12


Acquisitions

ThereThe total aggregate fair value of the acquisitions was no acquisition activityallocated and is reflected in the six months ended June 30, 2020 by anyfollowing table in accordance with accounting guidance for asset acquisitions. At the time of our unconsolidated joint ventures.acquisition, these assets and liabilities were considered Level 3 fair value measurements:
As of Acquisition Date
(In thousands)
Land$22,205 
Buildings and improvements4,749 
Above market leases7,773 
Lease origination costs2,779 
Below market leases(278)
Net assets acquired$37,228 

Dispositions

There was no disposition activity in the sixthree months ended June 30, 2020March 31, 2021 by any of our unconsolidated joint ventures.

Joint Venture Management and Other Fee Income

We are engaged by our joint ventures to provide asset management, property management, leasing and investing services for such ventures' respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received for providing services to R2G and recognize these fees as the services are rendered.  We also receive an asset management fee for services provided to RGMZ, which is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. The Company will be paid an additional annual incentive management fee equal to 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of the RGMZ joint venture. We also can receive fees from both joint ventures for leasing and investing services.

The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations and comprehensive income:
Three Months Ended March 31,
Three Months Ended June 30,Six Months Ended June 30, 20212020
2020201920202019 (In thousands)
(In thousands)(In thousands)R2GRGMZTotalR2GOtherTotal
Management feesManagement fees$206  $37  $439  $64  Management fees$229 $11 $240 $229 $$233 
Leasing feesLeasing fees22   140   Leasing fees$76 $$76 $118 $$118 
Construction fees—  —  —  24  
TotalTotal$228  $39  $579  $90  Total$305 $11 $316 $347 $$351 

Page 13


5.  Debt

The following table summarizes our mortgages, notes payable, revolving credit facility and finance lease obligation as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
Notes Payable and Finance Lease ObligationNotes Payable and Finance Lease ObligationJune 30,
2020
December 31,
2019
Notes Payable and Finance Lease ObligationMarch 31,
2021
December 31,
2020
(In thousands) (In thousands)
Senior unsecured notesSenior unsecured notes$535,000  $535,000  Senior unsecured notes$535,000 $535,000 
Unsecured term loan facilitiesUnsecured term loan facilities310,000  310,000  Unsecured term loan facilities310,000 310,000 
Fixed rate mortgagesFixed rate mortgages86,455  87,581  Fixed rate mortgages84,630 85,254 
Unsecured revolving credit facilityUnsecured revolving credit facility175,000  —  Unsecured revolving credit facility100,000 
1,106,455  932,581   929,630 1,030,254 
Unamortized premiumUnamortized premium1,541  1,995  Unamortized premium892 1,103 
Unamortized deferred financing costsUnamortized deferred financing costs(4,000) (3,768) Unamortized deferred financing costs(3,410)(3,606)
Total notes payableTotal notes payable$1,103,996  $930,808  Total notes payable$927,112 $1,027,751 
Finance lease obligationFinance lease obligation$926  $926  Finance lease obligation$875 $875 
 
Page 13


Senior Unsecured Notes

The following table summarizes the Company's senior unsecured notes:
June 30, 2020December 31, 2019March 31, 2021December 31, 2020
Senior Unsecured NotesSenior Unsecured NotesMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest RateSenior Unsecured NotesMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest Rate
(in thousands)(in thousands) (in thousands)(in thousands)
Senior unsecured notesSenior unsecured notes6/27/2021$37,000  3.75 %$37,000  3.75 %Senior unsecured notes6/27/2021$37,000 3.75 %$37,000 3.75 %
Senior unsecured notesSenior unsecured notes6/27/202341,500  4.12 %41,500  4.12 %Senior unsecured notes6/27/202341,500 4.12 %41,500 4.12 %
Senior unsecured notesSenior unsecured notes5/28/202450,000  4.65 %50,000  4.65 %Senior unsecured notes5/28/202450,000 4.65 %50,000 4.65 %
Senior unsecured notesSenior unsecured notes11/18/202425,000  4.05 %25,000  4.05 %Senior unsecured notes11/18/202425,000 4.05 %25,000 4.05 %
Senior unsecured notesSenior unsecured notes6/27/202531,500  4.27 %31,500  4.27 %Senior unsecured notes6/27/202531,500 4.27 %31,500 4.27 %
Senior unsecured notesSenior unsecured notes7/6/202550,000  4.20 %50,000  4.20 %Senior unsecured notes7/6/202550,000 4.20 %50,000 4.20 %
Senior unsecured notesSenior unsecured notes9/30/202550,000  4.09 %50,000  4.09 %Senior unsecured notes9/30/202550,000 4.09 %50,000 4.09 %
Senior unsecured notesSenior unsecured notes5/28/202650,000  4.74 %50,000  4.74 %Senior unsecured notes5/28/202650,000 4.74 %50,000 4.74 %
Senior unsecured notesSenior unsecured notes11/18/202625,000  4.28 %25,000  4.28 %Senior unsecured notes11/18/202625,000 4.28 %25,000 4.28 %
Senior unsecured notesSenior unsecured notes12/21/202730,000  4.57 %30,000  4.57 %Senior unsecured notes12/21/202730,000 4.57 %30,000 4.57 %
Senior unsecured notesSenior unsecured notes11/30/202875,000  3.64 %75,000  3.64 %Senior unsecured notes11/30/202875,000 3.64 %75,000 3.64 %
Senior unsecured notesSenior unsecured notes12/21/202920,000  4.72 %20,000  4.72 %Senior unsecured notes12/21/202920,000 4.72 %20,000 4.72 %
Senior unsecured notesSenior unsecured notes12/27/202950,000  4.15 %50,000  4.15 %Senior unsecured notes12/27/202950,000 4.15 %50,000 4.15 %
$535,000  4.20 %$535,000  4.20 % $535,000 4.20 %$535,000 4.20 %
Unamortized deferred financing costsUnamortized deferred financing costs(1,898) (1,460) Unamortized deferred financing costs(1,624)(1,715)
Total$533,102  $533,540  Total$533,376 $533,285 

Page 14


Unsecured Term Loan Facilities and Revolving Credit Facility

The following table summarizes the Company's unsecured term loan facilities and revolving credit facility:
June 30, 2020December 31, 2019March 31, 2021December 31, 2020
Unsecured Credit FacilitiesUnsecured Credit FacilitiesMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest RateUnsecured Credit FacilitiesMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest Rate
(in thousands)(in thousands) (in thousands)(in thousands)
Unsecured term loan - fixed rate (1)
Unsecured term loan - fixed rate (1)
3/3/2023$60,000  2.97 %$60,000  2.97 %
Unsecured term loan - fixed rate (1)
3/3/2023$60,000 3.02 %$60,000 3.02 %
Unsecured term loan - fixed rate (2)
Unsecured term loan - fixed rate (2)
11/6/202450,000  2.46 %50,000  2.91 %
Unsecured term loan - fixed rate (2)
11/6/202450,000 2.51 %50,000 2.51 %
Unsecured term loan - fixed rate (3)
Unsecured term loan - fixed rate (3)
2/6/202550,000  2.52 %50,000  2.66 %
Unsecured term loan - fixed rate (3)
2/6/202550,000 2.57 %50,000 2.57 %
Unsecured term loan - fixed rate (4)
Unsecured term loan - fixed rate (4)
11/6/202650,000  2.90 %50,000  3.31 %
Unsecured term loan - fixed rate (4)
11/6/202650,000 2.95 %50,000 2.95 %
Unsecured term loan - fixed rate (5)
Unsecured term loan - fixed rate (5)
2/5/2027100,000  3.07 %100,000  3.25 %
Unsecured term loan - fixed rate (5)
2/5/2027100,000 3.12 %100,000 3.12 %
$310,000  2.84 %$310,000  3.06 % $310,000 2.89 %$310,000 2.89 %
Unamortized deferred financing costsUnamortized deferred financing costs(2,102) (2,308) Unamortized deferred financing costs(1,786)(1,891)
Term loans, netTerm loans, net$307,898  $307,692  Term loans, net$308,214 $308,109 
Revolving credit facility - variable rateRevolving credit facility - variable rate11/6/2023$175,000  1.28 %—  2.80 %Revolving credit facility - variable rate11/6/2023$1.27 %100,000 1.30 %
(1)Swapped to a weighted average fixed rate of 1.77%, plus a credit spread of 1.20%1.25%, based on a leverage grid at June 30, 2020.March 31, 2021.
(2)Swapped to a weighted average fixed rate of 1.26%, plus a credit spread of 1.20%1.25%, based on a leverage grid at June 30, 2020.March 31, 2021.
(3)Swapped to a weighted average fixed rate of 1.32%, plus a credit spread of 1.20%1.25%, based on a leverage grid at June 30, 2020.March 31, 2021.
(4)Swapped to a weighted average fixed rate of 1.30%, plus a credit spread of 1.60%1.65%, based on a leverage grid at June 30, 2020.March 31, 2021.
(5)Swapped to a weighted average fixed rate of 1.47%, plus a credit spread of 1.60%1.65%, based on a leverage grid at June 30, 2020.March 31, 2021.
Page 14


As of June 30, 2020March 31, 2021 we had $175.0 million0 balance outstanding under our unsecured revolving credit facility, an increasewhich represented a decrease of $175.0$100.0 million from December 31, 2019,2020, as a result of borrowingsrepayments made in March 2020 to strengthen the Company's liquidity position due to the COVID-19 pandemic.February 2021. We had no outstanding letters of credit issued under our revolving credit facility as of June 30, 2020.March 31, 2021. We had $175.0$350.0 million of unused capacity under our $350.0 million unsecured revolving credit facility that could be borrowed subject to compliance with applicable financial covenants. Based on our recent borrowings under our revolving credit facility to enhance our liquidity position, our current amount of outstanding indebtedness is close to the maximum permitted amount under the covenants contained in our revolving credit facility, and as a result our ability to retain our outstanding borrowings and utilize the limited remaining amount available under our revolving credit facility would depend on our continued compliance with financial covenants and other terms of our revolving credit agreement, which may be impacted by certain factors including tenant store closures and the nonpayment of rent, unless we obtain waivers or modifications to our loan document covenants. These covenants are generally based on our financial results from the most recently completed four fiscal quarters and, as a result, the impact on these financial covenants from adverse short-term impacts on operating results is partially mitigated by previous and/or subsequent operating results. The interest rate as of June 30, 2020March 31, 2021 was 1.28%1.27%.

Mortgages

The following table summarizes the Company's fixed rate mortgages:
June 30, 2020December 31, 2019March 31, 2021December 31, 2020
Mortgage DebtMortgage DebtMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest RateMortgage DebtMaturity DatePrincipal BalanceInterest Rate/Weighted Average Interest RatePrincipal BalanceInterest Rate/Weighted Average Interest Rate
(in thousands)(in thousands) (in thousands)(in thousands)
Bridgewater Falls Shopping CenterBridgewater Falls Shopping Center2/6/2022$52,857  5.70 %$53,423  5.70 %Bridgewater Falls Shopping Center2/6/2022$51,965 5.70 %$52,274 5.70 %
The Shops on Lane AvenueThe Shops on Lane Avenue1/10/202328,433  3.76 %28,650  3.76 %The Shops on Lane Avenue1/10/202328,035 3.76 %28,169 3.76 %
Nagawaukee IINagawaukee II6/1/20265,165  5.80 %5,508  5.80 %Nagawaukee II6/1/20264,630 5.80 %4,811 5.80 %
$86,455  5.07 %$87,581  5.07 % $84,630 5.06 %$85,254 5.06 %
Unamortized premiumUnamortized premium1,541  1,995  Unamortized premium892 1,103 
Total$87,996  $89,576  Total$85,522 $86,357 

The fixed rate mortgages are secured by properties that have an approximate net book value of $149.2$145.4 million as of June 30, 2020.March 31, 2021.

Page 15


The mortgage loans encumbering our properties are generally nonrecourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan but generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, we or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses.

Covenants

On June 30, 2020, the Company entered into amendments to the note purchase agreements governing all of the Company's outstanding senior unsecured notes. The following is a summary of the material amendments:

The occupancy tests relating to the minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness were eliminated during the period from June 30, 2020 through and including September 30, 2021 (the “Specified Period”) and were otherwise reduced during the fiscal quarters ended December 31, 2021 and March 31, 2022;
The minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness that the Operating Partnership is required to maintain was reduced during the Specified Period; and
The Operating Partnership agreed to a minimum liquidity requirement during the Specified Period.

Our revolving credit facility, senior unsecured notes as amended and term loan facilities contain financial covenants relating to total leverage, fixed charge coverage ratio, unencumbered assets, tangible net worth and various other calculations. As of June 30, 2020,March 31, 2021, we were in compliance with these covenants.
Page 15



Debt Maturities

The following table presents scheduled principal payments on mortgages, notes payable and revolving credit facility as of June 30, 2020:March 31, 2021:
Year Ending December 31,Year Ending December 31,Year Ending December 31,
(In thousands) (In thousands)
2020 (remaining)$1,201  
202139,508  
2021 (remaining)2021 (remaining)$38,884 
2022202252,397  202252,397 
2023 (1)
304,388  
20232023129,388 
20242024125,879  2024125,879 
20252025182,431 
ThereafterThereafter583,082  Thereafter400,651 
Subtotal debtSubtotal debt1,106,455  Subtotal debt929,630 
Unamortized premiumUnamortized premium1,541  Unamortized premium892 
Unamortized deferred financing costsUnamortized deferred financing costs(4,000) Unamortized deferred financing costs(3,410)
Total debtTotal debt$1,103,996  Total debt$927,112 
(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.

Page 16


6.  Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Derivative instruments (interest rate swaps) are recorded at fair value on a recurring basis.  Additionally, we, from time to time, may be required to record other assets at fair value on a nonrecurring basis.  As a basis for considering market participant assumptions in fair value measurements, GAAP establishes three fair value levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.  The assessed inputs used in determining any fair value measurement could result in incorrect valuations that could be material to our condensed consolidated financial statements.  These levels are:

Level 1        Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2         Valuation is based upon prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3         Valuation is generated from model-based techniques that use at least one significant assumption which is not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the assets or liabilities.

The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value.

Derivative Assets and Liabilities

All of our derivative instruments are interest rate swaps for which quoted market prices are not readily available.  For those derivatives, we measure fair value on a recurring basis using valuation models that use primarily market observable inputs, such as yield curves.  We classify these instruments as Level 2.  Refer to Note 7 Derivative Financial Instruments of the notes to the condensed consolidated financial statements for additional information on our derivative financial instruments.

Page 16


The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of June 30, 2020March 31, 2021 and December 31, 2019:2020:
Total
Fair Value
Level 2Total
Fair Value
Level 2
Balance Sheet LocationTotal
Fair Value
Level 2
June 30, 2020(In thousands)
March 31, 2021March 31, 2021(In thousands)
Derivative assets - interest rate swapsDerivative assets - interest rate swapsOther assets$—  $—  Derivative assets - interest rate swapsOther assets$$
Derivative liabilities - interest rate swapsDerivative liabilities - interest rate swapsOther liabilities$(17,575) $(17,575) Derivative liabilities - interest rate swapsOther liabilities$(6,933)$(6,933)
December 31, 2019
December 31, 2020December 31, 2020
Derivative assets - interest rate swapsDerivative assets - interest rate swapsOther assets$2,331  $2,331  Derivative assets - interest rate swapsOther assets$$
Derivative liabilities - interest rate swapsDerivative liabilities - interest rate swapsOther liabilities$(469) $(469) Derivative liabilities - interest rate swapsOther liabilities$(14,468)$(14,468)
 
The carrying values of cash and cash equivalents, restricted cash and escrows, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

We estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt.  The discount rates used approximate current lending rates for loans or groups of loans with similar maturities and credit quality, assume the debt is outstanding through maturity and consider the debt’s collateral (if applicable).  Since such amounts are estimates that are based on limited available market information for similar transactions (Level 3), there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. 

Fixed rate debt (including variable rate debt swapped to fixed through derivatives) with carrying values of $931.5$929.6 million and $832.6$930.3 million as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively, had fair values of approximately $984.2948.6 million and $848.2$927.5 million, respectively.  Variable rate debt’s fair value is estimated to be the carrying value of $175.0 million and $100.0 million as of June 30, 2020 and December 31, 2019, respectively.2020. After taking into account the impact of converting our variable rate debt to fixed rate debt by use of the interest rate swap agreements, at March 31, 2021, we had no variable rate debt outstanding.

Page 17


The following is a description of valuation methodologies used for our assets and liabilities recorded at fair value on a nonrecurring basis:

Net Real Estate

Our net investment in real estate, including any identifiable intangible assets, is subject to impairment testing on a nonrecurring basis. To estimate fair value, we use discounted cash flow models that include assumptions of the discount rates that market participants would use in pricing the asset or pricing from potential or comparable market transactions. To the extent impairment has occurred, we charge to expense the excess of the carrying value of the property over its estimated fair value. We classify impaired real estate assets as nonrecurring Level 3. During the sixthree months ended June 30, 2020,March 31, 2021, we did not incur any impairment for income producing shopping centers that are required to be measured at fair value on a nonrecurring basis. We did not have any material liabilities that were required to be measured at fair value on a nonrecurring basis during the period.

7.  Derivative Financial Instruments

We utilize interest rate swap agreements for risk management purposes to reduce the impact of changes in interest rates on our variable rate debt.  We may also enter into forward starting swaps to set the effective interest rate on planned variable rate financing. On the date we enter into an interest rate swap, the derivative is designated as a hedge against the variability of cash flows that are to be paid in connection with a recognized liability.  Subsequent changes in the fair value of a derivative designated as a cash flow hedge that is determined to be effective are recorded in other comprehensive income (“OCI”) until earnings are affected by the variability of cash flows of the hedged transaction.  The differential between fixed and variable rates to be paid or received is accrued, as interest rates change, and recognized currently as interest expense in the condensed consolidated statements of operations and comprehensive income.  We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis.  Our cash flow hedges become ineffective, for example, if critical terms of the hedging instrument and the debt do not perfectly match such as notional amounts, settlement dates, reset dates and calculation period and LIBOR rate. At June 30, 2020,March 31, 2021, all of our hedges were effective.

Page 17


In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In November 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced plans to consult on ceasing publications of LIBOR on December 31, 2021 for only the one week and two week LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR, and we are monitoring this activity and evaluating the related risks.

At DecemberMarch 31, 2019,2021, we had 711 interest rate swap agreements in effect for an aggregate notional amount of $210.0$310.0 million and 52 forward starting interest rate swap agreements for an aggregate notional amount of $150.0$75.0 million, converting our floating rate corporate debt to fixed rate debt. Additionally, in February 2020, we entered into 4 additional interest rate swap agreements for an aggregate notional amount of $100.0 million.

The following table summarizes the notional values and fair values of our derivative financial instruments as of June 30, 2020:
 Hedge
Type
Notional
Value
Fixed
Rate
Fair
Value
Expiration
Date
Underlying Debt
  (In thousands) (In thousands) 
Derivative Liabilities
Unsecured term loanCash Flow20,000  1.498 %(247) 5/2021
Unsecured term loanCash Flow15,000  1.490 %(184) 5/2021
Unsecured term loanCash Flow40,000  1.480 %(486) 5/2021
Unsecured term loanCash Flow60,000  1.770 %(2,654) 3/2023
Unsecured term loanCash Flow30,000  1.260 %(1,410) 11/2024
Unsecured term loanCash Flow10,000  1.259 %(469) 11/2024
Unsecured term loanCash Flow10,000  1.269 %(474) 11/2024
Unsecured term loanCash Flow25,000  1.310 %(1,262) 1/2025
Unsecured term loanCash Flow25,000  1.324 %(1,278) 1/2025
Unsecured term loanCash Flow50,000  1.297 %(3,087) 11/2026
Unsecured term loanCash Flow25,000  1.402 %(1,733) 1/2027
$310,000  $(13,284) 
Derivative Liabilities - Forward Swaps
Unsecured term loanCash Flow50,000  1.382 %(2,849) 1/2027
Unsecured term loanCash Flow25,000  1.398 %(1,442) 1/2027
Total Derivative Liabilities$385,000  $(17,575) 

Page 18


The following table summarizes the notional values and fair values of our derivative financial instruments as of DecemberMarch 31, 2019:2021:
Hedge
Type
Notional
Value
Fixed
Rate
Fair
Value
Expiration
Date
Hedge
Type
Notional
Value
Fixed
Rate
Fair
Value
Expiration
Date
Underlying DebtUnderlying DebtUnderlying DebtHedge
Type
Notional
Value
Fixed
Rate
Fair
Value
Expiration
Date
 (In thousands) (In thousands) 
Derivative Assets
Unsecured term loanCash Flow$50,000  1.460 %$42  5/2020
Unsecured term loanCash Flow20,000  1.498 %21  5/2021
Unsecured term loanCash Flow15,000  1.490 %18  5/2021
Unsecured term loanCash Flow40,000  1.480 %52  5/2021
$125,000  $133  
Derivative Assets - Forward Swaps
Unsecured term loanCash Flow25,000  1.310 %311  1/2025
Unsecured term loanCash Flow25,000  1.324 %297  1/2025
Unsecured term loanCash Flow50,000  1.382 %797  1/2027
Unsecured term loanCash Flow25,000  1.398 %381  1/2027
Unsecured term loanCash Flow25,000  1.402 %412  1/2027
Total Derivative Assets$275,000  $2,331  
Derivative Liabilities
Unsecured term loanCash Flow$15,000  2.150 %$(26) 5/2020
Unsecured term loanCash Flow10,000  2.150 %(17) 5/2020
Unsecured term loanCash Flow60,000  1.770 %(426) 3/2023
 (In thousands) (In thousands) 
Derivative LiabilitiesDerivative Liabilities
Unsecured term loanUnsecured term loanCash Flow$20,000 1.498 %$(44)05/2021
Unsecured term loanUnsecured term loanCash Flow15,000 1.490 %(33)05/2021
Unsecured term loanUnsecured term loanCash Flow40,000 1.480 %(86)05/2021
Unsecured term loanUnsecured term loanCash Flow60,000 1.770 %(1,817)03/2023
Unsecured term loanUnsecured term loanCash Flow30,000 1.260 %(753)11/2024
Unsecured term loanUnsecured term loanCash Flow10,000 1.259 %(250)11/2024
Unsecured term loanUnsecured term loanCash Flow10,000 1.269 %(254)11/2024
Unsecured term loanUnsecured term loanCash Flow25,000 1.310 %(662)01/2025
Unsecured term loanUnsecured term loanCash Flow25,000 1.324 %(675)01/2025
Unsecured term loanUnsecured term loanCash Flow50,000 1.297 %(703)11/2026
Unsecured term loanUnsecured term loanCash Flow25,000 1.402 %(464)01/2027
$310,000 $(5,741)
Derivative Liabilities - Forward SwapsDerivative Liabilities - Forward Swaps
Unsecured term loanUnsecured term loanCash Flow$50,000 1.382 %$(783)01/2027
Unsecured term loanUnsecured term loanCash Flow25,000 1.398 %(409)01/2027
Total Derivative LiabilitiesTotal Derivative Liabilities$85,000  $(469) Total Derivative Liabilities$385,000 $(6,933)

The effectfollowing table summarizes the notional values and fair values of our derivative financial instruments on our condensed consolidated statementsas of operations and comprehensive income for the three months ended June 30, 2020 and 2019 is summarized as follows:December 31, 2020:
Amount of Gain (Loss)
Recognized in OCI on Derivative
Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income
Derivatives in Cash Flow Hedging RelationshipThree Months Ended June 30,Three Months Ended June 30,
2020201920202019
 (In thousands) (In thousands)
Interest rate contracts - assets$—  $(2,532) Interest Expense$—  $407  
Interest rate contracts - liabilities(1,368) (446) Interest Expense(757) 37  
Total$(1,368) $(2,978) Total$(757) $444  
 Hedge
Type
Notional
Value
Fixed
Rate
Fair
Value
Expiration
Date
Underlying Debt
  (In thousands) (In thousands) 
Derivative Liabilities
Unsecured term loanCash Flow$20,000 1.498 %$(112)05/2021
Unsecured term loanCash Flow15,000 1.490 %(83)05/2021
Unsecured term loanCash Flow40,000 1.480 %(220)05/2021
Unsecured term loanCash Flow60,000 1.770 %(2,128)03/2023
Unsecured term loanCash Flow30,000 1.260 %(1,193)11/2024
Unsecured term loanCash Flow10,000 1.259 %(397)11/2024
Unsecured term loanCash Flow10,000 1.269 %(401)11/2024
Unsecured term loanCash Flow25,000 1.310 %(1,071)01/2025
Unsecured term loanCash Flow25,000 1.324 %(1,085)01/2025
Unsecured term loanCash Flow50,000 1.297 %(2,522)11/2026
Unsecured term loanCash Flow25,000 1.402 %(1,425)01/2027
$310,000 $(10,637)
Derivative Liabilities - Forward Swaps
Unsecured term loanCash Flow50,000 1.382 %(2,541)01/2027
Unsecured term loanCash Flow25,000 1.398 %(1,290)01/2027
Total Derivative Liabilities$385,000 $(14,468)

Page 19


The effect of derivative financial instruments on our condensed consolidated statements of operations and comprehensive income for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019 is summarized as follows:
Amount of Gain (Loss)
Recognized in OCI on Derivative
Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income
Amount of Gain (Loss)
Recognized in OCI on Derivative
Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income
Derivatives in Cash Flow Hedging RelationshipDerivatives in Cash Flow Hedging RelationshipSix Months Ended June 30,Six Months Ended June 30,Derivatives in Cash Flow Hedging RelationshipThree Months Ended March 31,Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
Three Months Ended March 31,
20202019Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
20202019Derivatives in Cash Flow Hedging Relationship20212020Location of Gain
(Loss)
Reclassified from
Accumulated OCI
into Income
2020
(In thousands) (In thousands) (In thousands) (In thousands)
Interest rate contracts - assetsInterest rate contracts - assets$(2,345) $(4,521) Interest Expense$14  $857  Interest rate contracts - assets$$(2,345)Interest Expense$$14 
Interest rate contracts - liabilitiesInterest rate contracts - liabilities(16,408) (446) Interest Expense(697) 37  Interest rate contracts - liabilities8,519 (15,039)Interest Expense(984)59 
TotalTotal$(18,753) $(4,967) Total$(683) $894  Total$8,519 $(17,384)Total$(984)$73 

8. Leases

Revenues

Approximate future minimum revenues from rentals under non-cancelable operating leases in effect at June 30, 2020,March 31, 2021, assuming no new or renegotiated leases or option extensions on lease agreements and no early lease terminations were as follows:
Year Ending December 31,Year Ending December 31, Year Ending December 31, 
(In thousands) (In thousands)
2020 (remaining)$77,800  
2021145,287  
2021 (remaining)2021 (remaining)$113,270 
20222022125,001  2022136,547 
20232023104,559  2023115,415 
2024202485,551  202495,608 
2025202577,415 
ThereafterThereafter273,959  Thereafter222,397 
TotalTotal$812,157  Total$760,652 

We recognized rental income related to variable lease payments of $21.912.2 million and $28.0$11.3 million for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, respectively.

Substantially all of the assets included as Income producing properties, net on the condensed consolidated balance sheets, relate to our portfolio of wholly owned shopping centers, in which we are the lessor under operating leases with our tenants. As of June 30, 2020,March 31, 2021, the Company’s aggregatewholly-owned portfolio was 93.6%92.2% leased.



Expenses

We have operating leases for our 2 corporate offices in New York, New York and Southfield, Michigan, that expire in January 2024 and December 2024, respectively. Our operating lease in New York includes an additional five year renewal and our operating lease in Southfield includes 2 additional five year renewals which are all exercisable at our option. We also have an operating ground lease at Centennial Shops located in Edina, Minnesota which includes rent escalations throughout the lease period and expires in April 2105. In addition, we have a finance ground lease at our Buttermilk Towne Center with the City of Crescent Springs that expires in December 2032. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expenses for these leases on a straight-line basis over the lease term.

Page 20


The components of lease expense were as follows:
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended March 31,
Statements of OperationsStatements of OperationsClassification2020201920202019Statements of OperationsClassification20212020
(In thousands) (In thousands)
Operating ground lease costOperating ground lease costNon-recoverable operating expense$290  $290  $581  $581  Operating ground lease costNon-recoverable operating expense$291 $291 
Operating administrative lease costOperating administrative lease costGeneral and administrative expense143  251  291  484  Operating administrative lease costGeneral and administrative expense143 148 
Finance lease costFinance lease costInterest Expense12  13  24  26  Finance lease costInterest Expense11 12 

Supplemental balance sheet information related to leases is as follows:
Balance SheetBalance SheetClassificationJune 30, 2020December 31, 2019Balance SheetClassificationMarch 31, 2021December 31, 2020
(In thousands) (In thousands)
ASSETSASSETSASSETS
Operating lease assetsOperating lease assetsOperating lease right-of-use assets$18,905  $19,222  Operating lease assetsOperating lease right-of-use assets$18,423 $18,585 
Finance lease assetFinance lease assetLand13,249  13,249  Finance lease assetLand10,095 13,249 
Total leased assetsTotal leased assets$32,154  $32,471  Total leased assets$28,518 $31,834 
LIABILITIESLIABILITIESLIABILITIES
Operating lease liabilitiesOperating lease liabilities$18,002  $18,181  Operating lease liabilities$17,724 $17,819 
Finance lease liabilityFinance lease liability926  926  Finance lease liabilityFinance lease obligation875 875 
Total lease liabilitiesTotal lease liabilities$18,928  $19,107  Total lease liabilities$18,599 $18,694 
Weighted Average Remaining Lease TermsWeighted Average Remaining Lease TermsWeighted Average Remaining Lease Terms
Operating leasesOperating leases71 years70 yearsOperating leases71 years71 years
Finance leaseFinance lease13 years13 yearsFinance lease12 years12 years
Weighted Average Incremental Borrowing RateWeighted Average Incremental Borrowing RateWeighted Average Incremental Borrowing Rate
Operating leasesOperating leases6.08 %6.06 %Operating leases6.12 %6.10 %
Finance leaseFinance lease5.23 %5.23 %Finance lease5.23 %5.23 %

Supplemental cash flow information related to leases is as follows:
Six Months Ended June 30,Three Months Ended March 31,
2020201920212020
(In thousands)(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases$735  $917  Operating cash flows from operating leases$368 $370 
Operating cash flows from finance leaseOperating cash flows from finance lease—  —  Operating cash flows from finance lease
Financing cash flows from finance leaseFinancing cash flows from finance lease—  —  Financing cash flows from finance lease
Page 21



Maturities of lease liabilities as of June 30, 2020March 31, 2021 were as follows:
Maturity of Lease LiabilitiesMaturity of Lease LiabilitiesOperating LeasesFinance LeaseMaturity of Lease LiabilitiesOperating LeasesFinance Lease
(In thousands) (In thousands)
2020 (remaining)$729  $100  
20211,469  100  
2021 (remaining)2021 (remaining)$1,102 $100 
202220221,482  100  20221,482 100 
202320231,495  100  20231,495 100 
202420241,118  100  20241,118 100 
202520251,048 100 
ThereafterThereafter95,478  800  Thereafter94,430 700 
Total lease paymentsTotal lease payments$101,771  $1,300  Total lease payments$100,675 $1,200 
Less imputed interestLess imputed interest(83,769) (374) Less imputed interest(82,951)(325)
TotalTotal$18,002  $926  Total$17,724 $875 

9.   Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share:
Three Months EndedSix Months Ended
 June 30,June 30,
 2020201920202019
 (In thousands, except per share data)
Net (loss) income$(2,956) $2,962  $(2,614) $13,655  
Net loss (income) attributable to noncontrolling interest68  (69) 60  (319) 
Allocation of loss (income) to restricted share awards—  (116) (136) (248) 
(Loss) Income attributable to RPT(2,888) 2,777  (2,690) 13,088  
Preferred share dividends(1,675) (1,675) (3,350) (3,350) 
Net (loss) income available to common shareholders - Basic and Diluted$(4,563) $1,102  $(6,040) $9,738  
Weighted average shares outstanding, Basic79,976  79,764  79,942  79,754  
Restricted stock awards using the treasury method (1)
—  392  —  394  
Weighted average shares outstanding, Diluted79,976  80,156  79,942  80,148  
  
Income per common share, Basic$(0.06) $0.01  $(0.08) $0.12  
Income per common share, Diluted$(0.06) $0.01  $(0.08) $0.12  
Three Months Ended
 March 31,
 20212020
 (In thousands, except per share data)
Net income$17,308 $342 
Net income attributable to noncontrolling interest(398)(8)
Allocation of income to restricted share awards(108)(136)
Income attributable to RPT16,802 198 
Preferred share dividends(1,675)(1,675)
Net income (loss) available to common shareholders - Basic and Diluted$15,127 $(1,477)
Weighted average shares outstanding, Basic80,102 79,909 
Restricted stock awards using the treasury method (1)
1,021 
Weighted average shares outstanding, Diluted81,123 79,909 
  
Income (loss) per common share, Basic$0.19 $(0.02)
Income (loss) per common share, Diluted$0.19 $(0.02)
(1)Restricted stock awards are not included in the diluted per share calculation where the effect of their inclusion would be anti-dilutive.


Page 22


We exclude certain securities from the computation of diluted earnings per share. The following table presents the outstanding securities that were excluded from the computation of diluted earnings per share and the number of common shares each was convertible into (in thousands):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
202020192020201920212020
OutstandingConvertibleOutstandingConvertibleOutstandingConvertibleOutstandingConvertibleOutstandingConvertibleOutstandingConvertible
Operating Partnership UnitsOperating Partnership Units1,909  1,909  1,909  1,909  1,909  1,909  1,909  1,909  Operating Partnership Units1,909 1,909 1,909 1,909 
Series D Preferred SharesSeries D Preferred Shares1,849  7,014  1,849  6,923  1,849  7,014  1,849  6,923  Series D Preferred Shares1,849 7,017 1,849 7,014 
Restricted Stock AwardsRestricted Stock Awards1,073  100  —  —  1,073  299  —  —  Restricted Stock Awards1,061 445 
4,831  9,023  3,758  8,832  4,831  9,222  3,758  8,832  3,758 8,926 4,819 9,368 

Page 22


10.  Share-based Compensation Plans

As of June 30, 2020,March 31, 2021, we have 2 share-based compensation plans in effect: 1) the 2019 Omnibus Long-Term Incentive Plan (“2019 LTIP”) and 2) the Inducement Incentive Plan (“Inducement Plan”). On April 29, 2019, our shareholders approved the 2019 LTIP, which replaced the 2012 Omnibus Long-Term Incentive Plan (“2012 LTIP”). The 2019 LTIP is administered by the compensation committee of the Board (the “Compensation Committee”). The 2019 LTIP provides for the award to our trustees, officers, employees and other service providers of restricted shares, restricted share units, options to purchase shares, share appreciation rights, unrestricted shares, and other awards to acquire up to an aggregate of 3.5 million common shares of beneficial interest plus any shares that become available under the 2012 LTIPOmnibus Long-Term Incentive Plan (“2012 LTIP”) as a result of the forfeiture, expiration or cancellation of outstanding awards or any award settled in cash in lieu of shares under such plan. As of June 30, 2020,March 31, 2021, there were 2.51.4 million shares of beneficial interest available for issuance under the 2019 LTIP. The Inducement Plan was approved by the Board in April 2018 and under such plan the Compensation Committee may grant, subject to any Company performance conditions as specified by the Compensation Committee, restricted shares, restricted share units, options and other awards to individuals who were not previously employees or members of the Board as an inducement to the individual's entry into employment with the Company. The Inducement Plan allows us to issue up to 6.0 million common shares of beneficial interest, of which 5.0 million remained available for issuance as of June 30, 2020;March 31, 2021; however, we do not intend to make further awards under the Inducement Plan following adoption of the 2019 LTIP.

On April 28, 2021, our shareholders approved an amendment to the 2019 Plan in order to increase the aggregate number of shares available for issuance under the 2019 Plan by 1.6 million, bringing the total shares reserved under the 2019 Plan to 5.1 million.

As of June 30, 2020,March 31, 2021, we had 588,002818,728 unvested service-based share awards outstanding under the 2019 LTIP, 78,70572,976 unvested service-based share awards outstanding under the Inducement Plan, and 149,51472,217 unvested service-based share awards outstanding under the 2012 LTIP.  These awards have various expiration dates through June 2025.

During the sixthree months ended June 30, 2020,March 31, 2021, we granted the following awards:

211,769288,840 shares of service-based restricted stock. The service-based awards were valued based on our closing stock price as of the grant date. The service-based restricted share awards to employees vest over three years and the compensation expense is recognized on a graded vesting basis. The service-based restricted share awards to trustees vest over one year;
286,944 shares of service-based restricted stock were granted in connection with the extension of the employment agreements of our Chief Executive Officer and Chief Financial Officer, which vest in full on June 30, 2025 and June 30, 2024, respectively. The service-based awards were valued based on our closing stock price as of the grant date;
32,069 shares of service-based restricted stock were granted as part of the salary exchange program pursuant to which certains members of the Company's senior leadership team voluntarily reduced their 2020 annual base salary in exchange for restricted common shares. These shares will vest on January 2, 2021, subject to continued employment through such date. The service-based awards were valued based on our closing stock price as of the grant date; and
Performance-based equity awards that are earned subject to a future performance measurement based on a three-year shareholder return peer comparison (“TSR Grants”).

The service-based restricted share awards to employees vest over three years and the compensation expense is recognized on a graded vesting basis. The service-based restricted share awards to trustees vest over one year. We recognized expense related to service-based restricted share grants of $1.0 million and $1.0$0.8 million for the three months ended June 30,March 31, 2021 and March 31, 2020, and June 30, 2019, respectively, and expense of $1.8 million and $2.0 million for the six months ended June 30, 2020 and June 30, 2019, respectively.

Page 23


Pursuant to ASC 718 – Stock Compensation, we determine the grant date fair value of TSR Grants that will be settled in cash, and any subsequent re-measurements, based upon a Monte Carlo simulation model.  We will recognize the compensation expense ratably over the requisite service period.  We are required to re-value the cash awards at the end of each quarter using the same methodology as was used at the initial grant date and adjust the compensation expense accordingly.  If at the end of the three-yearthree-year measurement period the performance criterion is not met, compensation expense related to the cash awards previously recognized would be reversed. Compensation expense (benefit) related to the cash awards was $0.1$0.6 million and $0.2$(0.3) million, for the three months ended June 30,March 31, 2021 and March 31, 2020, and June 30, 2019, respectively, and an expense (benefit) of $(0.2) million and $(0.1) million, for the six months ended June 30, 2020 and June 30, 2019, respectively. The weighted average assumptions used in the Monte Carlo simulation models are summarized in the following table:
June 30, 2020December 31, 2019March 31, 2021December 31, 2020
Closing share priceClosing share price$6.96$15.04Closing share price$11.41$8.65
Expected dividend rateExpected dividend rate0.0 %5.9 %Expected dividend rate2.6 %%
Expected stock price volatilityExpected stock price volatility67.4 %22.6 %Expected stock price volatility55.6 %49.8% - 91.5%
Risk-free interest rateRisk-free interest rate0.2 %1.6 %Risk-free interest rate0.1 %0.1% - 0.3%
Expected life (years)Expected life (years)1.502.00Expected life (years)0.751.0 - 4.00

Page 23


The Company also determines the grant date fair value of the TSR Grants that will be settled in equity based upon a Monte Carlo simulation model and recognizes the compensation expense ratably over the requisite service period. These equity awards are not re-valued at the end of each quarter. The compensation cost will be recognized regardless of whether the performance criterion are met, provided the requisite service has been provided. Compensation expense related to the equity awards was $0.6 million and $0.4 million for both the three months ended June 30, 2020March 31, 2021 and June 30, 2019, respectively, and an expense of $1.2 million and $0.9 million for the six months ended June 30, 2020 and June 30, 2019, respectively.March 31, 2020. The fair value of each grant for the reported periods is estimated on the date of grant using the Monte Carlo simulation model using the weighted average assumptions noted in the following table:
Six Months Ended June 30, Three Months Ended March 31,
2020201920212020
Closing share priceClosing share price$13.09$12.05Closing share price$10.45$13.09
Expected dividend rateExpected dividend rate6.7 %7.3 %Expected dividend rate%6.7 %
Expected stock price volatilityExpected stock price volatility23.3 %22.9 %Expected stock price volatility57.1 %23.3 %
Risk-free interest rateRisk-free interest rate0.9 %2.5 %Risk-free interest rate0.2 %0.9 %
Expected life (years)Expected life (years)2.852.85Expected life (years)2.882.85

We recognized total share-based compensation expense of $1.7$2.2 million and $1.6$1.1 million for the three months ended June 30,March 31, 2021 and March 31, 2020, and June 30, 2019, respectively, and $2.8 million for both the six months ended June 30, 2020 and June 30, 2019, respectively.

As of June 30, 2020,March 31, 2021, we had $9.4$19.5 million of total unrecognized compensation expense related to unvested restricted shares and performance based equity and cash awards.  This expense is expected to be recognized over a weighted-average period of 2.63.1 years.

Page 24


11.  Taxes

Income Taxes

We conduct our operations with the intent of meeting the requirements applicable to a REIT under sections 856 through 860 of the Internal Revenue Code.  In order to maintain our qualification as a REIT, we are required to distribute annually at least 90% of our REIT taxable income, excluding net capital gain, to our shareholders.  As long as we qualify as a REIT, we will generally not be liable for federal corporate income taxes.

Certain of our operations, including property management and asset management, as well as ownership of certain land, are conducted through our taxable REIT subsidiaries (“TRSs”) which allows us to provide certain services and conduct certain activities that are not generally considered as qualifying REIT activities.

Deferred tax assets and liabilities reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws.  Deferred tax assets are reduced by a valuation allowance to the amount where realization is more likely than not assured after considering all available evidence, including expected taxable earnings and potential tax planning strategies.  Our temporary differences primarily relate to deferred compensation, depreciation, land basis differences, and net operating loss carry forwards.

As of June 30, 2020,March 31, 2021, we had a federal and state deferred tax asset of $7.9$8.2 million and a valuation allowance of $7.9$8.2 million.  Our deferred tax assets are reduced by an offsetting valuation allowance where there is uncertainty regarding their realizability. We believe that it is more likely than not that the results of future operations will not generate sufficient taxable income to recognize the deferred tax assets.  These future operations are primarily dependent upon the profitability of our TRSs, the timing and amounts of gains on land sales, and other factors affecting the results of operations of the TRSs.  

If in the future we are able to conclude it is more likely than not that we will realize a future benefit from a deferred tax asset, we will reduce the related valuation allowance by the appropriate amount. The first time this occurs, it will result in a net deferred tax asset on our balance sheet and an income tax benefit of equal magnitude in our consolidated statement of operations and comprehensive income in the period we make the determination.

We recorded an income tax provisionsprovision of approximately $0.1 million for both the sixthree months ended June 30,March 31, 2021. The income tax provision for the three months ended March 31, 2020 and 2019.was negligible.

Page 24


Sales Taxes

We collect various taxes from tenants and remit these amounts, on a net basis, to the applicable taxing authorities.

12.  Executive Reorganization

In connection with the reorganization of the executive management team, we recorded one-time employee termination benefits of $0.6 million for the three and six months ended June 30, 2019. Such charges are reflected in the condensed consolidated statements of operations in general and administrative expense.

13.  Commitments and Contingencies

Construction Costs

In connection with the developmentleasing and expansiontargeted remerchandinsing of various shopping centers as of June 30, 2020,March 31, 2021, we had entered into agreements for construction costs of approximately $3.7$6.5 million.

Litigation

We are currently involved in certain litigation arising in the ordinary course of business. We are not aware of any matters that would have a material effect on our condensed consolidated financial statements.

Development Obligations

As of June 30, 2020,March 31, 2021, the Company has $2.2$1.9 million of development related obligations that require annual payments through December 2043.

Page 25


Guarantee

A redevelopment agreement was entered into between the City of Jacksonville, the Jacksonville Economic Development Commission and the Company, to construct and develop River City Marketplace in 2005. As part of the agreement, the city agreed to finance up to $12.2 million of bonds. Repayment of the bonds is to be made in accordance with a level-payment amortization schedule over 20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service payments due over the life of the bonds, including principal and interest, are $8.9$8.0 million. As part of the redevelopment, the Company executed a guaranty agreement whereby the Company would fund debt service payments if incremental tax revenues were not sufficient to fund repayment. There have been no payments made by the Company under this guaranty agreement to date.

Environmental Matters

We are subject to numerous federal, state and local environmental laws, ordinances and regulations in the areas where we own or operate properties. We are not aware of any contamination which may have been caused by us or any of our tenants that would have a material effect on our condensed consolidated financial statements.

As part of our risk management activities, we have applied and been accepted into state sponsored environmental programs which will expedite and assure satisfactory compliance with environmental laws and regulations should contaminants need to be remediated. We also have an environmental insurance policy that covers us against third party liabilities and remediation costs.

While we believe that we do not have any material exposure to environmental remediation costs, we cannot give absolute assurance that changes in the law or new discoveries of contamination will not result in additional liabilities to us.

14.13.  Subsequent Events

We have evaluated subsequent events through the date that the condensed consolidated financial statements were issued.

Since the onset of COVID-19, the Company has received rent relief requests, most often in the form of rent deferral requests. The Company is evaluating each tenant rent relief request on an individual basis, considering a number of factors. Though the outcome of tenant negotiations will vary tenant to tenant, the Company has entered and continues to expect that it will enter into rent relief agreements, such as agreements granting deferral or abatement of lease payments, with those tenants whose operations have been significantly impacted by COVID-19.
Page 2625


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Where we say “Company,” “we,” “us,” or “our,” we mean RPT Realty, RPT Realty, L.P., and/or their subsidiaries, as the context may require.

The following discussion and analysis of the financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements, including the respective notes thereto, which are included in this Form 10-Q.

Forward-Looking Statements

This document 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, the short-term and long-term effect of COVID-19 on consumer behaviors, the availability of vaccines or cures for COVID-19, as well as the actions taken by federal, state and local governments to mitigate the impact of COVID-19, including social distancing protocols and restrictions or relaxations on business activities and “shelter-in-place” and “stay at home” mandates, and the effect of any relaxation or revocation of current restrictions. 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 deferral or rent concession agreements by tenants; our business prospects and outlook; acquisition, disposition, development and joint venture risks; our insurance costs and coverages; risks related to cybersecurity an loss of confidential information and other business interruptions; 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 Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and this 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-19.2020. 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.

Overview

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 NYSE. The common shares of beneficial interest of the Company, par value $0.01 per share, are listed and traded on the NYSE under the ticker symbol “RPT”. As of June 30, 2020,March 31, 2021, the Company's portfolio consisted of 49 multi-tenant shopping centers (including five shopping centers owned through our joint venture, R2G Venture LLC “R2G”) representingand 13 net lease retail properties (all of which are owned through a separate joint venture) which together represent 11.9 million square feet square feet of GLA.  As of June 30, 2020,March 31, 2021, the Company’s pro-rata share of the aggregate portfolio was 93.6%92.0% leased.

Impact of COVID-19

The Company iscontinues to closely monitoring the COVID-19 pandemic, including the impact on our business, our tenants, our vendors and our partners. The following summary is intended to provide shareholders with information pertaining to the impacts of the COVID-19 pandemic on the Company’s business and management’s strategy and actions to respond to these impacts. Unless otherwise specified, the statistical and other information regarding the Company’s portfolio and tenants included in this subsection are based on information available to the Company and includes its consolidated properties and its
Page 26


pro-rata share of unconsolidated joint ventures. Due to the uncertainty and rapidly changing nature of the COVID-19 situation, the Company anticipates that any such statistics and information will potentially change significantly. As a result, the information provided
Page 27


may not be indicative of the actual impact of the COVID-19 pandemic on the Company’s business, operations, cash flows and financial condition for the secondfirst quarter of 20202021 and future periods.

The spread of COVID-19 has caused significant market volatility and adverse impacts on the U.S. retail market, the U.S. economy, the global economy, and financial markets. In order to mitigate the spread of COVID-19, federal, state and local governments have issued recommendations and mandatory business closures, quarantines, restrictions on travel and “shelter-in-place” or “stay at home” orders and social distancing protocols. These measures have impacted our tenants in various ways based upon their business classifications. For example, many jurisdictions have permitted only "essential"“essential” businesses to continue to fully operate, have required all "non-essential"“non-essential” businesses to cease or significantly modify operations and have limited restaurants to take-out and delivery services. While the Company is actively monitoring each jurisdiction's plans, it is impossible to predict when restrictions will be partially or completely lifted or relaxed, when tenants will fully re-open or what restrictions will remain in place when re-opening occurs, how such re-opening restrictions will continue to impact, or the effect of any reopeningre-opening or relaxation of such restrictions will have on, the business of our tenants and whether consumer demand and spending will return to the same levels as prior to the COVID-19 pandemic. COVID-19 has impacted the Company's properties and tenants by these and other factors as follows:
100% of the Company's 49 shopping centers62 retail properties remain open and operating as of July 31, 2020.April 26, 2021.
92%95% of our total tenants were open and operating, on a pro-rata basis, as of July 31, 2020April 26, 2021 based on ABR.
67%66% of the Company’s properties by ABR had a grocery or grocer component and 87% of ABR stemmed from national or regional tenants, on a pro-rata basis, as of June 30, 2020.March 31, 2021.
75%92% of July 2020 and 65%first quarter 2021 rents have been paid, on a pro-rata basis, as of secondApril 26, 2021.
92% of fourth quarter 2020 rents have been paid, on a pro-rata basis, as of July 31, 2020.
18% of July 2020 and 24% of second quarter 2020 rents are subject to signed or approved deferral agreements, on a pro-rata basis, as of July 31, 2020.
Ended the second quarter 2020 with $249.7 million in cash, cash equivalents and restricted cash with no debt maturities until June 27,April 26, 2021.

The Company has taken a number of proactive measures to maintain the strength of its business and manage the impact of COVID-19 on the Company’s operations and liquidity, including the following:
The health and safety of our employees and their families, our tenants and our shopping center customers is our priority. Employees were required to work from home pursuant to the Company's pre-existing work-from-home infrastructure already in-place, mitigating concerns regarding the loss of employee productivity, cybersecurity concerns, and greater difficulty in maintaining internal controls over financial reporting.
The Company maintains continuous communication with its tenants and is providing resources and assisting tenants in identifying local, state and federal aid that may be available to support their businesses and employees during the pandemic,pandemic. The Company created a dedicated COVID-19 page containing resources for tenants, including stimulus funds that may be available underwith respect to information on the Coronavirus Aid, Relief, and Economic Security Act, of 2020.including the historic Paycheck Protection Program, and Families First Coronavirus Response Act; information on the Small Business Administration (“SBA”) loan and debt relief programs and references to state-by-state resources to help our tenants understand specific directives that may impact their businesses.
TheDuring the second quarter of 2020, the Company completed a workforce reduction and instituted temporary compensation reductions for the executive officers ranging from 10% to 20% of their annual base salaries. Certain executive officers also agreed to further reductions of 10% to 20% of their annual base salaries in exchange for restricted common shares with an equal value. The temporary compensation reductions ended as of December 27, 2020.
To enhance its liquidity position and maintain financial flexibility, the Company borrowed $225.0 million on its unsecured revolving credit facility in March 2020. On June 30, 2020,As of March 31, 2021, the Company had repaid $50.0the amounts borrowed and we had full capacity under our $350.0 million leaving $175.0 million outstanding.unsecured revolving credit facility subject to compliance with financial covenants.
As of June 30, 2020, the Company had approximately $249.7 million in cash, cash equivalents and restricted cash.
The Company has taken proactive measures to manage liquidity, by suspending the Company’s acquisition and disposition activity until further notice with no transactions made since December 31, 2019. We have suspended all new development and redevelopment project starts until further notice and currently have no committed development or redevelopment projects in progress. Further, the Company started deferring all but essential maintenance capital expenditures in early March. We now estimate our capital expenditures for 2020 will range between $20.0 million to $25.0 million. Our original range of capital expenditures was $40.0 million to $50.0 million for the full year.
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. Thecash starting with the second quarter of 2020. On February 11, 2021, the Company's Board of Trustees will continue to evaluatereinstated the Company's dividend policy based upon the Company's financial performance and economic outlook and, at a later date, intends to reinstate the quarterlyfirst quarter 2021 common dividend of at least the amount required to continue qualifying as a REIT for U.S. federal income tax requirements.
Page 28


We paid our first quarter dividend in the amount of $19.4 million$0.075 per share payable on April 1, 2020,2021, to shareholdersthe holders of record of Common Shares as of the close of business on March 20, 2020.
We19, 2021. In addition, we paid our secondfirst quarter preferred dividend in the amount of $1.7 million on July 1, 2020March 31, 2021 to shareholders of record as of June 20, 2020. The Company anticipates it will continue to pay its preferred stock dividend.March 19, 2021.

Page 27


The Company’s predominant source of revenue is from rents and reimbursable expenses received from tenants pursuant to lease agreements. Therefore, the Company’s financial results may be adversely impacted in the event our tenants are unable to make rental payments due to the COVID-19 pandemic. The ability of tenants to pay rent is highly uncertain and cannot be predicted based upon the uncertainty surrounding the magnitude, duration and scope of the COVID-19 pandemic. The Company also experienced a slow-down in leasing activity during March 2020 caused by uncertainty and tenant concern related to the COVID-19 pandemic. While January 2020 and February 2020 leasing activity was relatively consistent with historical levels, the volume of new leasing activity has since slowed. As a result, the full impact of COVID-19 on our business is currently unknown. Our strong balance sheet and operational flexibility allowed us to successfully manage through the initial impact of COVID-19 while protecting our cash flow and liquidity. The factors described above, as well as additional factors that the Company may not currently be aware of, could materially negatively impact the Company’s ability to collect rent and could lead to tenant bankruptcies, rejection of tenant leases in bankruptcy, difficulties in renewing or re-leasing retail space, difficulties in accessing capital, impairment of the Company’s assets and other effects that could materially and adversely affect the Company’s business, results of operations, financial condition and ability to pay distributions to shareholders. See “Risk Factors” in this report.our Annual Report on Form 10-K for the year ended December 31, 2020.

Our Strategy

Our goal isprimary business goals are to be a dominant shopping center owner, with a focus onincrease operating cash flows and deliver above average relative shareholder return. Specifically, we pursue the following:following methods to achieve these goals:

OwnCapitalize on accretive acquisition opportunities of open-air shopping centers through our complimentary joint venture platforms and managebalance sheet. We intend to pursue growth through the strategic acquisition of attractively priced open-air shopping centers and subdivide the asset between our balance sheet and our single tenant, net lease joint venture platform, highlighting the meaningful arbitrage opportunities that we can create for our shareholders.

Acquire high quality open-air shopping centers predominantly concentratedand single tenant, net lease retail assets in the top U.S. metropolitan statistical areas (“MSA”);. Our stringent criteria for acquisition opportunities include a strong demographic profile, educational attainment, tech/life science/university adjacencies, pro-business environments, job growth, high exposure to essential tenants, tenant credit/term and an attractive risk-adjusted return.

Disciplined capital recycling strategy. We employ a rigorous investment management strategy by selectively selling assets with returns and value that have been maximized and redeploy the capital into leasing, redevelopment, and acquisition of properties.

Remerchandise and redevelop our assets. Our strategy is to strategically remerchandise and redevelop several of our existing properties where we have significant pre-leasing and can improve tenant credit and term, enhance the merchandising mix, augment the consumer experience with an alternative non-retail use, generate attractive returns, and drive meaningful value creation.

Hands-on active asset management. We proactively manage our properties, employ targeted leasing strategies, maintain strong tenant relationships, drive rent and occupancy, focus on reducing operating expenses and property capex, and attract high quality and creditworthy tenants; all of which enhance the value of our properties.

Curate our real estate to maximize its value while being alignedalign with the current and future of the shopping center industry by leveraginglandscape. We intend to leverage technology optimizingand data, optimize distribution points for brick-and-mortar and e-commerce purchases, engagingengage in best-in-practicebest-in-class sustainability programs and developing a personalized appealcreate an optimal merchandising mix to continue to attract and engage the next generation of shoppers;our shoppers.

Maintain value creation redevelopmenta strong, flexible and expansion pipeline;investment grade balance sheet. Our strategy is to maintain low leverage and high liquidity, proactively manage our liability management and stagger debt maturities, and retain access to diverse sources of capital to support the business in any environment.
Maximize balance sheet liquidity and flexibility; and
Retain motivated, talented and high performing employees.

Key methods to achieve To facilitate the attraction, retention and promotion of a talented and diverse workforce, we provide competitive compensation, best in class benefits and health and wellness programs, and by championing programs that build connections between our long-term strategy:
Deliver above average relative shareholder returnemployees and generate outsized consistentthe communities where they live and sustainable Consolidated Same Property Net Operating Income (“Same Property NOI”) and Operating Funds from Operations (“Operating FFO”) per share growth;
Evaluate selective redevelopment projects with significant pre-leasing for whichat the properties we expect to achieve attractive returns on investment;
Sell assets that no longer meet our long-term strategy and redeploy the proceeds to lease, redevelop and acquire assets in our core and target markets;
Achieve lower leverage while maintaining low variable interest rate risk; and
Retain access to diverse sources of capital, maintain liquidity through borrowing capacity under our unsecured line of credit and minimize the amount of debt maturities in a single year.own.

Page 2928


The following table summarizes our consolidatedaggregate multi-tenant operating portfolio by market as of June 30, 2020:March 31, 2021:
Market Summary (1)
Market Summary (1)
Market Summary (1)
MSAMSANumber of PropertiesGLA (in thousands)Leased %Occupied %ABR/SF% of ABRMSANumber of PropertiesGLA (in thousands)Leased %Occupied %ABR/SF% of ABR
Multi-Tenant RetailMulti-Tenant Retail
Top 40 MSAs:Top 40 MSAs:Top 40 MSAs:
AtlantaAtlanta 527  95.0 %94.1 %$12.13  3.7 %Atlanta524 87.5 %87.5 %$12.75 3.7 %
AustinAustin 76  94.4 %94.4 %25.78  1.1 %Austin76 89.6 %89.6 %26.19 1.1 %
BaltimoreBaltimore 252  96.3 %96.3 %9.82  1.4 %Baltimore252 91.6 %90.7 %9.70 1.4 %
ChicagoChicago 767  85.3 %85.3 %14.76  5.9 %Chicago759 84.4 %83.9 %14.67 5.9 %
CincinnatiCincinnati 1,263  94.5 %93.0 %16.02  11.4 %Cincinnati1,156 92.0 %91.7 %16.70 11.1 %
ColumbusColumbus 435  93.9 %89.0 %18.14  4.3 %Columbus435 94.5 %93.6 %18.46 4.7 %
DenverDenver 504  89.0 %88.6 %20.07  5.4 %Denver495 96.8 %89.6 %19.88 5.5 %
DetroitDetroit 2,317  94.9 %94.9 %14.89  19.5 %Detroit2,322 92.1 %90.1 %14.95 19.2 %
IndianapolisIndianapolis 251  95.7 %87.9 %14.54  1.9 %Indianapolis232 95.4 %86.9 %14.16 1.8 %
JacksonvilleJacksonville 756  92.2 %92.2 %17.05  7.2 %Jacksonville751 92.5 %90.6 %16.76 7.1 %
MiamiMiami 1,035  93.0 %91.6 %16.75  7.4 %Miami1,027 87.8 %87.4 %16.81 7.2 %
MilwaukeeMilwaukee 546  91.7 %91.7 %12.66  3.9 %Milwaukee546 91.9 %90.8 %12.73 4.0 %
MinneapolisMinneapolis 445  89.8 %89.8 %25.37  6.2 %Minneapolis445 89.7 %89.2 %25.67 6.4 %
NashvilleNashville 633  97.7 %97.7 %13.50  5.1 %Nashville633 96.5 %95.7 %13.20 5.0 %
St. LouisSt. Louis 827  95.4 %95.4 %14.49  6.2 %St. Louis827 94.5 %93.3 %14.61 6.3 %
TampaTampa 752  97.4 %97.4 %12.96  5.8 %Tampa744 97.2 %96 %12.90 5.8 %
Top 40 MSA subtotalTop 40 MSA subtotal46  11,388  93.6 %92.9 %$15.50  96.4 %Top 40 MSA subtotal46 11,224 92.1 %90.6 %$15.62 96.2 %
Non Top 40 MSANon Top 40 MSA 516  93.1 %92.7 %12.42  3.6 %Non Top 40 MSA516 91.3 %91.3 %12.43 3.7 %
SubtotalSubtotal49 11,740 92.0 %90.6 %$15.48 99.9 %
Net Leased Retail - RGMZNet Leased Retail - RGMZ13 169 98.2 %98.2 %14.04 0.1 %
TotalTotal49  11,904  93.6 %92.9 %$15.37  100.0 %Total62 11,909 92.0 %90.6 %$15.47 100.0 %
(1) Shown at pro-rata except for number of properties and GLA.

We accomplished the following activity during the sixthree months ended June 30, 2020:March 31, 2021:

Leasing Activity

Our properties reported the following leasing activity, which is shown at pro-rata except for number of leasing transactions and square feet:
Leasing TransactionsSquare Footage
 Base Rent/SF (1)
Prior Rent/SF (2)
Tenant Improvements/SF (3)
Leasing Commissions/SFLeasing TransactionsSquare Footage
 Base Rent/SF (1)
Prior Rent/SF (2)
Tenant Improvements/SF (3)
Leasing Commissions/SF
RenewalsRenewals50  643,429  $13.19$12.55$1.22$0.00Renewals38 418,666 $14.57$14.03$0.66$0.03
New Leases - ComparableNew Leases - Comparable 15,166  $24.70$24.19$27.06$11.24New Leases - Comparable10 55,251 $20.24$13.43$116.58$7.77
New Leases - Non-Comparable (4)
13  58,599  $21.37N/A$59.52$10.31
Non-Comparable Transactions (4)
Non-Comparable Transactions (4)
14 82,318 $15.01N/A$18.31$2.85
TotalTotal69  717,194  $14.11N/A$6.60$1.09Total62 556,235 $15.19N/A$14.66$1.20
(1) Base rent represents contractual minimum rent under the new lease for the first 12 months of the term.
(2) Prior rent represents minimum rent, if any, paid by the prior tenant in the final 12 months of the term.
(3) Includes estimated tenant improvement cost, tenant allowances, and landlord costs. Excludes first generation space and leases related to development and redevelopment activity.
(4) Non-comparable lease transactions include (i) leases for space vacant for greater than 12 months and (ii) leases signed where the previous and current lease do not have a consistent lease structure.

The Company also experienced a slow-down in leasing activity beginning in March 2020 caused by uncertainty and tenant concern related to the COVID-19 pandemic. While January 2020 and February 2020 leasing activity was relatively consistent with historical levels, the volume of new leasing activity with respect to newly-leased space has since slowed.
Page 3029


Investing Activity

At June 30, 2020,On March 4, 2021, we did notformed a new core net lease retail real estate joint venture, RGMZ Venture REIT LLC (“RGMZ”), with an affiliate of GIC Private Limited (“GIC”), an affiliate of Zimmer Partners (“Zimmer”) and an affiliate of Monarch Alternative Capital LP (“Monarch”). The Company has initially contributed 13 net lease retail properties, that had been created by us upon the subdivision of certain parcels from our existing open-air shopping centers, valued at $36.2 million to RGMZ. Upon contribution, the Company received $32.4 million in gross cash proceeds ($29.3 million in net cash proceeds), as well as a combined $2.6 million preferred equity investment stake in the Zimmer and Monarch affiliates, in exchange for the 93.6% stake in RMGZ that was acquired by the other joint venture partners. The Company retained a 6.4% stake in RGMZ, maintains day-to-day management of the portfolio and earns management, leasing and construction fees. The Company is also responsible for sourcing future acquisitions for RGMZ. GIC, Zimmer, Monarch and the Company have any active development or redevelopment projects ongoing.committed to fund $470.0 million in RGMZ over the next three years for approved acquisitions, including the initial investment portfolio that was contributed by the Company. RGMZ will target the acquisition of over $1.2 billion of strategic assets, with 60-65% target leverage, creating a scalable, stable-growth investment platform. RGMZ has a $21.7 million secured credit facility that includes an accordion feature allowing it to increase future potential commitments up to a total capacity of $500.0 million. RPT and certain of the other joint venture partners will have consent rights for all future acquisitions, and also have approval rights in connection with annual budgets and other specified major decisions. We cannot make significant decisions without our partner’s approval. Accordingly, we account for our interest in the joint ventures using the equity method.

Refer to Note 3 of the notes to our condensed consolidated financial statements in this report for additional information related to acquisitions and dispositions.

Financing Activity

Debt
As of June 30, 2020,March 31, 2021, we had net debt of $855.2$786.5 million, reflecting net debt to total market capitalization of 57.4%42.9% as compared to 44.8%60.1% at June 30, 2019.March 31, 2020. Net debt decreased by $28.3 $45.1 million compared to June 30, 2019,March 31, 2020, primarily as a result of an increase in cash and cash equivalents from proceeds received upon the contribution of properties to the newly formed R2G Venture LLCRGMZ joint venture in December 2019.March 2021, the temporary suspension of the common dividend by the Board of Trustees in response to the economic impact of COVID-19 and positive cash flow from operations.
Equity

In February 2020, the Company entered into an Equity Distribution Agreement (“Equity Distribution Agreement”) pursuant to which the Company may offer and sell, from time to time, the Company's common shares having an aggregate gross sales price of up to $100.0 million. Sales of the shares of common stock may be made, in the Company's discretion, from time to time in “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933. The Equity Distribution Agreement also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. For the sixthree months ended June 30, 2020,March 31, 2021, we did not issue any common shares through the arrangement. As of June 30, 2020,March 31, 2021, we have full capacity remaining under the agreement. The sale of such shares issuable pursuant to the Equity Distribution Agreement was registered with the SEC pursuant to a prospectus supplement filed in February 2020 and the accompanying base prospectus statement forming part of the Company's shelf registration statement on Form S-3 (No. 333-232007) which was filed with the SEC in June 2019.

Land Available for Development

At June 30, 2020,March 31, 2021, our three largest development sites are Hartland Towne Square,Parkway Shops, Lakeland Park Center and Parkway Shops.Hartland Towne Square. We continue to evaluate the best use for land available for development, portions of which are adjacent to our existing shopping centers. It is our policy to start vertical construction on new development projects only after the project has received entitlements, significant anchor commitments and construction financing, if appropriate.

Our development and construction activities are subject to risks such as our inability to obtain the necessary governmental approvals for a project, our determination that the expected return on a project is not sufficient to warrant continuation of the planned development, or our change in plan or scope for the development.  If any of these events occur, we may record an impairment provision.

Page 30
The Company started deferring all but essential maintenance capital expenditures in early March 2020 in response to the COVID-19 pandemic.


Accounting Policies and Estimates

Our Annual Report on Form 10-K for the year ended December 31, 2019,2020, contains a description of our critical accounting policies, including policies for the initial adoption of accounting policies, revenue recognition and accounts receivable, real estate investment, off balance sheet arrangements, fair value measurements and deferred charges. 

As discussed above, the COVID-19 pandemic has impacted states and cities where the Company’s tenants operate their businesses and where the Company’s properties are located, and, accordingly our tenants may be unable to operate their businesses, maintain profitability and make timely rental payments to the Company under their leases. Under such circumstances it is possible our estimates for rental income not probable of collection for future periods may be higher than our recent historical trends. Also, the worsening of estimated future cash flows could result in the recognition of an impairment charge on certain of the Company’s long-lived assets. Management does not believe that the value of any of the Company’s real estate investments was impaired as of June 30, 2020.March 31, 2021.

Page 31


In April 2020, the Financial Accounting Standards Board (“FASB”) issued a staff question-and-answer document (“Q&A”) focused on the application of the lease guidance in ASC 842, Leases, for lease concessions related to the effects of the COVID-19 pandemic. Included in this Q&A, the FASB staff determined that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 and Topic 840 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in Topic 842 and Topic 840 to those contracts.

The FASB also acknowledged that some concessions would provide a deferral of payments with no substantive changes to the consideration in the original contract. The FASB indicated that a deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original contract. In cases where we grant a deferral for future periods, as a result of COVID-19, we account for the concessions as if no changes to the lease contract were made. Under that accounting, we increase our lease receivable as receivables accrue. In our income statement, we continue to recognize income during the deferral period.

Page 32


Comparison of three months ended June 30,March 31, 2021 to March 31, 2020 to June 30, 2019

The following summarizes certain line items from our unaudited condensed consolidated statements of operations and comprehensive income that we believe are important in understanding our operations and/or have significantly changed in the three months ended June 30, 2020March 31, 2021 as compared to the same period in 2019:2020:
Three Months Ended June 30, Three Months Ended March 31,
20202019Dollar
Change
Percent
Change
20212020Dollar
Change
Percent
Change
(In thousands) (In thousands)
Total revenueTotal revenue$44,627  $57,361  $(12,734) (22.2)%Total revenue$50,093 $52,876 $(2,783)(5.3)%
Real estate taxesReal estate taxes8,453  8,722  (269) (3.1)%Real estate taxes8,489 8,151 338 4.1 %
Recoverable operating expenseRecoverable operating expense4,797  5,343  (546) (10.2)%Recoverable operating expense6,193 5,979 214 3.6 %
Non-recoverable operating expenseNon-recoverable operating expense2,146  2,709  (563) (20.8)%Non-recoverable operating expense2,557 2,277 280 12.3 %
Depreciation and amortizationDepreciation and amortization17,860  20,628  (2,768) (13.4)%Depreciation and amortization18,379 20,848 (2,469)(11.8)%
Transaction costsTransaction costs12  —  12  NMTransaction costs— 174 (174)NM
General and administrative expenseGeneral and administrative expense6,695  6,530  165  2.5 %General and administrative expense7,370 6,222 1,148 18.5 %
Insured expenses, net(1,713) —  (1,713) NM
Gain on sale of real estateGain on sale of real estate—  371  (371) NMGain on sale of real estate19,003 — 19,003 NM
Earnings from unconsolidated joint venturesEarnings from unconsolidated joint ventures802  26  776  NMEarnings from unconsolidated joint ventures801 256 545 NM
Interest expenseInterest expense10,177  10,084  93  0.9 %Interest expense9,406 9,401 0.1 %
Loss on extinguishment of debt—  622  (622) NM
Preferred share dividendsPreferred share dividends1,675  1,675  —  — %Preferred share dividends1,675 1,675 — — %
NM - Not meaningfulNM - Not meaningfulNM - Not meaningful

Page 31


Total revenue for the three months ended June 30, 2020March 31, 2021 decreased $12.7$2.8 million, or (22.2)(5.3)%, from the same period in 2019.2020. The decrease is primarily due to the following: 
$6.73.0 million decrease due to increased rental income not probable of collection as well as related straight-line rent reservesabatements in the current period, primarily due to the COVID-19 pandemic;
$0.8 million decrease in minimum rent billings at existing properties due to decreased occupancy as compared to the prior period; and
$5.7 million decrease related to properties that were contributed to the R2G Venture LLC joint venture (“R2G”) during the fourth quarter of 2019; and
$1.40.3 million decrease from acceleration of a below market lease in the prior period attributable to a specific tenant who vacated prior to the original estimated lease termination date; partially offset by
$0.6 million increase related to a property acquired during the fourth quarter of 2019; and
$0.2 million increase related to management fees collected from R2G joint venture.

Real estate tax expense for the three months ended June 30, 2020 decreased $0.3 million, or (3.1)% from the same period in 2019, primarily due to properties contributed to R2G during the fourth quarter of 2019, partially offset by higher net expense at our existing properties.

Recoverable operating expense for the three months ended June 30, 2020 decreased $0.5 million, or (10.2)% from the same period in 2019, primarily due to properties contributed to R2G during the fourth quarter of 2019.

Non-recoverable operating expense for the three months ended June 30, 2020 decreased $0.6 million, or (20.8)% from the same period in 2019, primarily due to lower legal fees associated with a tenant dispute that concluded during the current period, as well as properties contributed to R2G during the fourth quarter of 2019.

Depreciation and amortization expense for the three months ended June 30, 2020 decreased $2.8 million, or (13.4)%, from the same period in 2019.  The decrease is primarily due to properties contributed to R2G during the fourth quarter of 2019, as well as higher asset write offs in the prior period for tenants that vacated prior to their original lease end date.

Page 33


General and administrative expense for the three months ended June 30, 2020 increased $0.2 million, or 2.5%, from the same period in 2019.  The net increase is primarily a result of higher wages and payroll related expenses, as well as higher legal and other outside professional fees, partially offset by lower management reorganization expense, which includes severance costs associated with former executives, and lower travel expenses.

During the three months ended June 30, 2020, the Company recorded an insured benefit of $1.7 million. During fourth quarter of 2019 the Company wrote off real estate assets that were damaged by a hail storm at one property, which is fully covered by insurance. This amount represents the approximate insurance proceeds that were received by the Company in the current period.

The Company had a gain of $0.4 million during the three months ended June 30, 2019, generated from one land parcel sale.

Earnings from unconsolidated joint ventures for the three months ended June 30, 2020 increased $0.8 million from the same period in 2019 primarily due to the R2G joint venture which was formed in the fourth quarter of 2019.

Interest expense for the three months ended June 30, 2020 increased $0.1 million, or 0.9% from the same period in 2019, primarily as a result of a 22.8% increase in our average outstanding debt, partially offset by a 70 basis point decrease in our weighted average interest rate. The increase in our average outstanding debt is the result of $225.0 million of borrowings in March 2020 on our unsecured revolving credit facility to strengthen the Company's liquidity position due to the COVID-19 pandemic. On June 30, 2020, the Company repaid $50.0 million leaving $175.0 million outstanding.

During the three months ended June 30, 2019, the Company wrote off $0.6 million of unamortized deferred financing costs associated with the junior subordinated notes that were redeemed in April 2019.

The comparability of the Company’s results of operations for the three months ended June 30, 2020 to future periods may be significantly impacted by the effects of the COVID-19 pandemic.

Comparison of six months ended June 30, 2020 to June 30, 2019

The following summarizes certain line items from our unaudited condensed consolidated statements of operations and comprehensive income that we believe are important in understanding our operations and/or have significantly changed in the six months ended June 30, 2020 as compared to the same period in 2019:
 Six Months Ended June 30,
 20202019Dollar
Change
Percent
Change
 (In thousands)
Total revenue$97,503  $117,069  $(19,566) (16.7)%
Real estate taxes16,604  18,544  (1,940) (10.5)%
Recoverable operating expense10,776  12,024  (1,248) (10.4)%
Non-recoverable operating expense4,423  5,199  (776) (14.9)%
Depreciation and amortization38,708  39,847  (1,139) (2.9)%
Transaction costs186  —  186  NM
General and administrative expense12,917  12,596  321  2.5 %
Insured expenses, net(1,653) —  (1,653) NM
Gain on sale of real estate—  6,073  (6,073) NM
Earnings from unconsolidated joint ventures1,058  80  978  NM
Interest expense19,578  20,433  (855) (4.2)%
Loss on extinguishment of debt—  622  (622) — %
Preferred share dividends3,350  3,350  —  — %
NM - Not meaningful

Total revenue for the six months ended June 30, 2020 decreased $19.6 million, or (16.7)%, from the same period in 2019. The decrease is primarily due to the following: 
$11.6 million decrease related to properties that were contributed to R2G during the fourth quarter of 2019;
Page 34


$7.1 million decrease due to increased rental income not probable of collection as well as related straight-line rent reserves in the current period, primarily due to the COVID-19 pandemic; and
$1.4 million decrease from acceleration of a below market lease in the prior period attributable to a specific tenant who vacated prior to the original estimated lease end date; partially offset by
$0.60.9 million increase related to management fees collectedin recovery income at existing properties due to the R2G joint venture;higher net recoverable expenses and
$0.2 million increase related higher recovery rates as compared to the net impact of two properties sold during the first quarter of 2019 and one property acquired during the fourth quarter of 2019.prior year.

Real estate tax expense for the sixthree months ended June 30, 2020 decreased $1.9March 31, 2021 increased $0.3 million, or (10.5)%4.1% from the same period in 2019,2020, primarily due to properties contributed to R2G during the fourth quarter of 2019, as well as lowerhigher net expense at our existing properties.

Recoverable operating expense for the sixthree months ended June 30, 2020 decreased $1.2March 31, 2021 increased $0.2 million, or (10.4)%3.6% from the same period in 2019,2020, primarily due to properties contributed to R2G during the fourth quarter of 2019 and two properties sold during the first quarter of 2019.higher insurance expenses at existing properties.

Non-recoverable operating expense for the sixthree months ended June 30, 2020 decreased $0.8March 31, 2021 increased $0.3 million, or (14.9)%12.3% from the same period in 2019,2020, primarily due to lower higher legal fees associated with a tenant dispute that concluded duringbankruptcy and collection efforts due to the current period, as well as properties contributed to R2G during the fourth quarter of 2019.COVID-19 pandemic.

Depreciation and amortization expense for the sixthree months ended June 30, 2020March 31, 2021 decreased $1.1$2.5 million, or (2.9)(11.8)%, from the same period in 2019.2020.  The decrease is primarily due to properties contributed to R2G during the fourth quartera result of 2019, as well as higher asset write offs in the prior period for tenants that vacatedtenant lease terminations prior to their original lease end date.estimated term.

During the sixthree months ended June 30,March 31, 2020, the Company recorded transaction costs of $0.2 million related to legal and professional fees associated with a property acquisition and property sale of a center that were terminated during the currentprior period.

General and administrative expense for the sixthree months ended June 30, 2020March 31, 2021 increased $0.3$1.1 million, or 2.5%18.5%, from the same period in 2019.  The net increase is2020, primarily as a result of higher wages and payroll related expenses, as well as higher legal and other outside professional fees, partially offset by lower management reorganization expense, which includes severance costs associated with former executives, and lower travel expenses.stock-based compensation expense.

During the six months ended June 30, 2020, the Company recorded an insured benefit of $1.7 million. During fourth quarter of 2019 the Company wrote off real estate assets that were damaged by a hail storm at one property, which will be fully covered by insurance. This amount represents the insurance proceeds that were received by the Company in the current period.

The Company had gains on real estate disposals of $6.1$19.0 million during the sixthree months ended June 30, 2019, generated from two shopping centers and one land parcel.March 31, 2021. Refer to Note 3 of the notes to the condensed consolidated financial statements in this report for further detail on dispositions.

Earnings from unconsolidated joint ventures for the sixthree months ended June 30, 2020March 31, 2021 increased $1.0$0.5 million from the same period in 20192020 primarily due to thetransaction costs associated with terminated acquisitions that were incurred by our R2G joint venture during the prior period which was formed in the fourth quarter of 2019.did not recur.

Interest expense for the sixthree months ended June 30, 2020 decreased $0.9 million, or (4.2)%March 31, 2021 was flat from the same period in 2019, primarily as2020. We had a result of3.7% increase in our average outstanding debt, which was offset by a 50 basis point decrease in our weighted average interest rate, partially offset by a 10.3% increase in our average outstanding debt.rate. The increase in our average outstanding debt iswas the result of $225.0$100.0 million of borrowings made in March 2020 on our unsecured revolving credit facility to strengthen the Company's liquidity position due to the COVID-19 pandemic. On June 30, 2020, theThe Company repaid $50.0 million leaving $175.0 million outstanding.

During the six months ended June 30, 2019,full amount of the Company wrote off $0.6 million of unamortized deferred financing costs associated with the junior subordinated notes that were redeemedborrowings in April 2019.February 2021.

The comparability of the Company’s results of operations for the sixthree months ended June 30, 2020March 31, 2021 to future periods may be significantly impacted by the effects of the COVID-19 pandemic.

Page 3532


Liquidity and Capital Resources

Our primary uses of capital include principal and interest payments on our outstanding indebtedness, ongoing capital expenditures such as leasing capital expenditures and building improvements, shareholder distributions, operating expenses of our business, debt maturities, acquisitions and discretionary capital expenditures such as targeted remerchandising, expansions, redevelopment and development. We generally strive to cover our principal and interest payments, operating expenses, shareholder distributions, and ongoing capital expenditures from cash flow from operations, although from time to time we have borrowed or sold assets to finance a portion of those uses. We believe the combination of cash flow from operations, cash balances, favorable relationships with our lenders, issuance of debt, property dispositions, reducing our planned capital expenditures, suspension of our quarterly common share dividend and issuance of equity securities will provide adequate capital resources to fund all of our expected uses over at least the next 12 months. Although we believe that the combination of factors discussed above will provide sufficient liquidity, no such assurance can be given. As discussed above, the COVID-19 pandemic outbreak has adversely impacted states and cities where the Company’s tenants operate their businesses and where the Company’s properties are located. The effects of COVID-19 and attempts to mitigate its outbreak have had an adverse impact on our short-term cash flow due to a significant number of tenants not paying rent for the second quarterperiod of April 2020 through March 2021 and could continue to have a material adverse effect on our financial condition, results of operations and cash flows as the reduced economic activity severely impacts certain of our tenants’ businesses, financial condition and liquidity and may cause certain tenants to be unable to meet their obligations to us in full, timely or at all. NonpaymentContinued nonpayment of rent or closures by our tenants of their stores could reduce our cash flows, which would adversely impact our liquidity and the achievement of our financial forecast.

We believe our current capital structure provides us with the financial flexibility to fund our current capital needs. We intend to continue to enhance our financial and operational flexibility by extending the duration of our debt, laddering our debt maturities, expanding our unencumbered asset base, and improving our leverage profile. In addition, we believe we have access to multiple forms of capital which includes unsecured corporate debt, secured mortgage debt, and preferred and common equity. However, there can be no assurances in this regard and additional financing and capital may not ultimately be available to us going forward, on favorable terms or at all.

At June 30,March 31, 2021 and 2020, and 2019, we had $249.7$143.4 million and $51.3$322.8 million, respectively, in cash and cash equivalents and restricted cash.  Restricted cash generally consists of funds held in escrow by mortgage lenders to pay real estate taxes, insurance premiums and certain capital expenditures. As of June 30, 2020,March 31, 2021, we had no$37.0 million of debt maturing for the remainder of 2020,in 2021, and we had $175.0 million offull unused capacity under our $350.0 million unsecured revolving credit facility that could be borrowed subject to compliance with applicable financial covenants. The current amount of outstanding indebtedness is close to the maximum permitted amount under the covenants contained in our revolving credit facility, and as a result our ability to retain our outstanding borrowings and utilize the limited remaining amount available under our revolving credit facility would depend on our continued compliance with financial covenants and other terms of our revolving credit agreement, which may be impacted by certain factors including tenant store closures and the nonpayment of rent, unless we obtain waivers or modifications to our loan document covenants. These covenants are generally based on our financial results from the most recently completed four fiscal quarters and, as a result, the impact on these financial covenants from adverse short-term impacts on operating results is partially mitigated by previous and/or subsequent operating results. Refer to Note 5 of the notes to the condensed consolidated financial statements for further discussion on current quarter amendments to our covenants.

Our long-term, post-COVID-19 pandemic, liquidity needs consist primarily of funds necessary to pay indebtedness at maturity, potential acquisitions of properties, redevelopment of existing properties, the development of land and discretionary capital expenditures. We continually search for investment opportunities that may require additional capital and/or liquidity. We will continue to pursue the strategy of selling non-core properties or land that no longer meet our investment criteria.criteria or advance our business strategy. Our ability to obtain acceptable selling prices and satisfactory terms and financing will impact the timing of future sales. We anticipate using net proceeds from the sale of properties or land to reduce outstanding debt and support current and future growth oriented initiatives. To the extent that asset sales are not sufficient to meet our long-term liquidity needs, we expect to meet such needs by raising debt or issuing equity.

We have on file with the SEC an automatic shelf registration statement relating to the offer and sale of an indeterminable amount of debt securities, preferred shares, common shares, depository shares, warrant and rights. From time to time, we may issue securities under this registration statement for working capital and other general corporate purposes.

Page 36


For the sixthree months ended June 30, 2020,March 31, 2021, our cash flows were as follows compared to the same period in 2019:2020:
 Six Months Ended June 30,
 20202019
 (In thousands)
Net cash provided by operating activities$13,371  $37,311  
Net cash (used in) provided by investing activities$(10,732) $38,907  
Net cash provided by (used in) financing activities$132,468  $(69,594) 
 Three Months Ended March 31,
 20212020
 (In thousands)
Net cash provided by operating activities$18,885 $10,321 
Net cash provided by (used in) investing activities$23,951 $(5,671)
Net cash (used in) provided by financing activities$(110,965)$203,642 

Page 33


Operating Activities

Net cash provided by operating activities decreased $23.9increased $8.6 million in the sixthree months ended June 30, 2020March 31, 2021 compared to the same period in 20192020 primarily due to the following:
ImpactHigher working capital changes in the prior period due to the timing of the COVID-19 pandemic on rental income not probablepayments of collection of $5.6 millionaccounts payable and deferred accounts receivable of $12.3 million;accrued expenses; and
Impact of shopping centers contributed to R2G in 2019;Cash distributions from our unconsolidated joint ventures increased $2.2 million; partially offset by
Reduction in interest expense.Lower rental income receipts of $3.6 million as a result of the COVID-19 pandemic.

Investing Activities

Net cash usedprovided by investing activities was $(10.7)$24.0 million in the sixthree months ended June 30, 2020,March 31, 2021, compared to net cash provided byused in investing activities of $38.9$5.7 million for the same period in 2019.2020. The $49.6$29.6 million change in net cash provided by (used in)from investing activities was primarily due to the following:
Netnet proceeds from the sale of real estate decreased $67.9 million; partially offset by
Net capital improvements covered by insurance increased $2.1 million; and
Development and capital improvements decreased $20.4 million.in the current period.

At June 30, 2020,On March 4, 2021, we did not have any active development or redevelopment projects ongoing.formed RGMZ and subsequently contributed properties valued at $36.2 million to RGMZ and received net cash proceeds of $29.3 million for the 93.6% stake in RGMZ that was acquired by our joint venture partners. Refer to Note 3 of the notes to the condensed consolidated financial statements in this report for additional information related to dispositions.

Financing Activities

Net cash used in financing activities was $111.0 million in the three months ended March 31, 2021, compared to net cash provided by financing activities was $132.5of $203.6 million in the six months ended June 30, 2020, compared to net cash used by financing activities2020. The change of $(69.6) million in 2019. The increase of $202.1$314.6 million was primarily the result of the following:
net borrowingspayments on our revolving credit facility of $100.0 million in 20202021, compared to net borrowings of $225.0 million in 2020; partially offset by
a decrease of $10.4 million in distributions made to our common shareholders, operating partnership unit holders, and the repayment of junior subordinated notes in 2019.preferred shareholders.

For further information on our unsecured revolving credit facility and other debt, refer to Note 5 of the notes to the condensed consolidated financial statements.

Dividends and Equity

We currently qualify, and intend to continue to qualify in the future, as a REIT under the Internal Revenue Code ("Code").  As a REIT, we must distribute to our shareholders at least 90% of our REIT taxable income annually, excluding net capital gains. Distributions paid are at the discretion of our Board of Trustees and depend on our actual net income available to common shareholders, cash flow, financial condition, capital requirements, restrictions in financing arrangements, the annual distribution requirements under REIT provisions of the Code and such other factors as our Board of Trustees deems relevant.

On May 8, 2020,February 11, 2021, our Board of Trustees declared a quarterly cash dividend of $0.075 per common shares to shareholders of record as of March 19, 2021. Additionally, we declared a quarterly cash dividend of $0.90625 per Series D Cumulative Convertible Perpetual Preferred Share to preferred shareholders of record as of June 20, 2020.March 19, 2021. Our dividend policy is to make distributions to shareholders of at least 90% of our REIT taxable income, excluding net capital gains, in order to maintain qualification as a REIT.  Distributions paid by us are generally expected to be funded from cash flows from operating activities.  To the extent that cash flows from operating activities are insufficient to pay total distributions for any period, alternative funding sources are used.  Examples of alternative funding sources include proceeds from sales of real estate and bank borrowings.  During the six months ended June 30, 2020, the sum of our principal and interest payments, operating expenses, shareholder distributions and ongoing capital expenditures exceeded our cash flow from operations by $31.4 million, and we used other sources of liquidity,
Page 37


including a portion of the proceeds from asset sales, to meet our cash requirements. The $31.4 million shortfall was primarily the result of our first and second quarter shareholder distributions which totaled $39.5 million. In light of the disruption caused by the COVID-19 pandemic, the Board of Trustees temporarily suspended the quarterly common dividend to retain cash. The Board of Trustees will continue to evaluate the Company’s dividend policy throughout the remainder of 2021 based upon the Company's financial performance and economic outlook and at a later date, intends to reinstate themaintain a quarterly common dividend of at least the amount required to continue qualifyingqualifying as a REIT for U.S. federal income tax requirements.

Page 34


In February 2020, the Company entered into an Equity Distribution Agreement ("Equity Distribution Agreement") pursuant to which the Company may offer and sell, from time to time, the Company's common shares having an aggregate gross sales price of up to $100.0 million. Sales of the shares of common stock may be made, in the Company's discretion, from time to time, in "at-the-market" offerings as defined in Rule 415 of the Securities Act. The Equity Distribution Agreement also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. For the sixthree months ended June 30, 2020,March 31, 2021, we did not issue any common shares through the arrangement. As of June 30, 2020,March 31, 2021, we have full capacity remaining under the agreement. The sale of such shares issuable pursuant to the Equity Distribution Agreement was registered with the SEC pursuant to a prospectus supplement filed in February 2020 and the accompanying base prospectus statement forming part of the Company's shelf registration statement on Form S-3 (No. 333-232007) which was filed with the SEC in June 2019.

Debt

At June 30, 2020,March 31, 2021, we had $1.1 billion$929.6 million of debt outstanding consisting of $535.0 million in senior unsecured notes, $310.0 million of unsecured term loan facilities $86.5and $84.6 million of fixed rate mortgage loans encumbering certain properties, and $175.0 million of borrowings on our revolving credit facility.properties.

Our $845.0 million of senior unsecured notes and term loan facilities have interest ranging from 2.51% to 4.74% and are due at various maturity dates from June 2021 through December 2029.

Our $84.6 million of fixed rate mortgages have interest rates ranging from 3.76% to 5.80% and are due at various maturity dates from February 2022 through June 2026. The fixed rate mortgage notes are secured by mortgages on properties that have an approximate net book value of $145.4 million as of March 31, 2021.

In addition, we have eleven interest rate swap agreements in effect for an aggregate notional amount of $310.0 million and two forward starting interest rate swap agreements for an aggregate notional amount of $75.0 million converting our floating rate corporate debt to fixed rate debt.  After taking into account the impact of converting our variable rate debt to fixed rate debt by use of the interest rate swap agreements, at June 30, 2020,March 31, 2021, we had $175.0 million ofno variable rate debt outstanding.

Our revolving credit facility, senior unsecured notes and term loan facilities contain representations, warranties and covenants, and events of default. These include financial covenants such as total leverage, fixed charge coverage ratio, unsecured leverage ratio, tangible net worth and various other calculations, which are detailed in the specific agreements governing our indebtedness, many of which are exhibits to our most recent Annual Report on Form 10-K. OnAdditionally, our senior unsecured notes only permitted us to include an unencumbered real estate asset in the measurement of our unsecured leverage ratio if such asset satisfied 80% and 85% occupancy tests for the prior quarter. Such occupancy tests were generally based on the percentage of tenants operating, paying rent and not otherwise in default based on leases requiring current rental payments. Accordingly, as a result of the various uncertainties and factors surrounding COVID-19 and its impact on our tenants and their businesses, and, therefore, its potential impact on our ability to maintain compliance with our loan covenants, on June 30, 2020, we entered into amendments to the note purchase agreements governing all of our outstanding senior unsecured notes. The following is a summary of the material amendments to the note purchase agreements:

The occupancy tests relating to the minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness were eliminated during the period from June 30, 2020 through and including September 30, 2021 (the “Specified Period”) and were otherwise reduced during the fiscal quarters ended December 31, 2021 and March 31, 2022;

The minimum ratio of consolidated total unencumbered asset value to unsecured indebtedness that the Operating Partnership is required to maintain was reduced during the Specified Period; and

The Operating Partnership agreed to a minimum liquidity requirement during the Specified Period.

Off Balance Sheet Arrangements

Real Estate Joint Ventures
 
We consolidate entities in which we own less than 100% equity interest if we have a controlling interest or are the primary beneficiary in a variable interest entity, as defined in the Consolidation Topic of FASB ASC 810.  From time to time, we enter into joint venture arrangements from which we believe we can benefit by owning a partial interest in one or more properties.

As of June 30, 2020,March 31, 2021, our investments in unconsolidated joint ventures were approximately $128.8$126.0 million representing our ownership interest in four joint ventures. We account for these entities under the equity method. Refer to Note 4 Equity Investments in Unconsolidated Joint Ventures of the notes to the condensed consolidated financial statements for more information.

Page 3835



We review our equity investments in unconsolidated entities for impairment on a venture-by-venture basis whenever events or changes in circumstances indicate that the carrying value of the equity investment may not be recoverable.  In testing for impairment of these equity investments, we primarily use cash flow models, discount rates, and capitalization rates to estimate the fair value of properties held in joint ventures, and we also estimate the fair value of the debt of the joint ventures based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment by management is applied when determining whether an equity investment in an unconsolidated entity is impaired and, if so, the amount of the impairment.  Changes to assumptions regarding cash flows, discount rates, or capitalization rates could be material to our condensed consolidated financial statements.
 
We are engaged by our joint ventures to provide asset management, property management, leasing and investing services for such venture’s respective properties.  We receive fees for our services, including a property management fee calculated as a percentage of gross revenues received.received or as a percentage of gross asset value of property held.  

Guarantee

A redevelopment agreement was entered into between the City of Jacksonville, the Jacksonville Economic Development Commission and the Company, to construct and develop River City Marketplace in 2005. As part of the agreement, the city agreed to finance up to $12.2 million of bonds. Repayment of the bonds is to be made in accordance with a level-payment amortization schedule over 20 years, and repayments are made out of tax revenues generated by the redevelopment. The remaining debt service payments due over the life of the bonds, including principal and interest, are $8.9$8.0 million. As part of the redevelopment, the Company executed a guaranty agreement whereby the Company would fund debt service payments if incremental tax revenues were not sufficient to fund repayment. There have been no payments made by the Company under this guaranty agreement to date.

Contractual Obligations

The following are our contractual cash obligations as of June 30, 2020:March 31, 2021:
Payments due by period Payments due by period
Contractual ObligationsContractual ObligationsTotal
Less than
1 year (1)
1-3 years3-5 yearsMore than
5 years
Contractual ObligationsTotal
Less than
1 year (1)
1-3 years4-5 yearsMore than
5 years
(In thousands) (In thousands)
Mortgages and notes payable:Mortgages and notes payable:     Mortgages and notes payable:     
Scheduled amortizationScheduled amortization$8,447  $1,201  $4,785  $1,810  $651  Scheduled amortization$6,622 $1,884 $3,156 $1,582 $— 
Payments due at maturityPayments due at maturity1,098,008  —  391,508  306,500  400,000  Payments due at maturity923,008 37,000 304,508 306,500 275,000 
Total mortgages and notes payable (2)
Total mortgages and notes payable (2)
1,106,455  1,201  396,293  308,310  400,651  
Total mortgages and notes payable (2)
929,630 38,884 307,664 308,082 275,000 
Interest expense (3)
Interest expense (3)
194,765  19,334  102,041  43,748  29,642  
Interest expense (3)
160,769 26,509 85,880 32,248 16,132 
Finance lease (4)
Finance lease (4)
1,300  100  300  200  700  
Finance lease (4)
1,200 100 300 200 600 
Operating leasesOperating leases99,864  728  4,447  1,974  92,715  Operating leases98,768 1,102 4,095 1,757 91,814 
Construction commitmentsConstruction commitments3,731  3,731  —  —  —  Construction commitments6,475 6,475 — — — 
Development obligations (5)
Development obligations (5)
2,842  431  611  382  1,418  
Development obligations (5)
2,390 206 589 369 1,226 
Total contractual obligationsTotal contractual obligations$1,408,957  $25,525  $503,692  $354,614  $525,126  Total contractual obligations$1,199,232 $73,276 $398,528 $342,656 $384,772 
(1)Amounts represent balance of obligation for the remainder of 2020.2021.
(2)Excludes $1.5$0.9 million of unamortized mortgage debt premium and $4.0$3.4 million in net deferred financing costs.
(3)Variable-rate debt interest is calculated using rates at June 30, 2020.March 31, 2021.
(4)Includes interest payments associated with the finance lease obligation of $0.4$0.3 million.
(5)Includes interest payments associated with the development obligations of $0.6$0.5 million.

At June 30, 2020,March 31, 2021, we did not have any contractual obligations that required or allowed settlement, in whole or in part, with consideration other than cash.

Debt

See the analysis of our debt included in “Liquidity and Capital Resources.”

Page 3936


Operating and Finance Leases

We have an operating ground lease at Centennial Shops located in Edina, Minnesota. The lease includes rent escalations throughout the lease period and expires in April 2105.

We have an operating lease for our 12,572 square foot corporate office in Southfield, Michigan, which commenced in August 2019, and an operating lease for our 5,629 square foot corporate office in New York, New York. These leases are set to expire in December 2024 and January 2024, respectively. Our Southfield, Michigan corporate office lease includes two additional five year renewal options to extend the lease through December 2034 and our New York, New York corporate office lease includes an additional five year renewal to extend the lease through January 2029.

We also have a ground finance lease at our Buttermilk Towne Center with the City of Crescent Springs, Kentucky. The lease provides for fixed annual payments of $0.1 million through maturity in December 2032, at which time we can acquire the land for one dollar.

Construction Costs

In connection with the pad developmentleasing and expansiontargeted remerchandinsing of various shopping centers as of June 30, 2020,March 31, 2021, we havehad entered into agreements for construction activities with an aggregate remaining cost of approximately $3.7$6.5 million.

Planned Capital Spending

We are focused on our core strengths of enhancing the value of our existing portfolio of shopping centers through successful leasing efforts, including the reconfiguration of anchor-space and the completion of our pad development and expansion projects currently in process.small shop lease-up.

For the remainder of 2020,2021, we anticipate spending between $10.0$25.0 million and $15.0$35.0 million for capital expenditures, of which $3.7$6.5 million is reflected in the construction commitments in the contractual obligations table. The total anticipatedOur 2021 estimate includes ongoing capital expenditure spending between $17.0 million and $23.0 million and discretionary capital expenditure spending between $8.0 million and $12.0 million. Ongoing capital expenditures relates to leasing costs and building improvements whereas discretionary capital expenditures relate to targeted remerchandising, outlots/expansion, and essential building improvements.development/redevelopment. Estimates for future spending will change as new projects are approved and will depend on the continuing impact of the COVID-19 among other factors.approved.

Page 4037


Capitalization

At June 30, 2020March 31, 2021 our total market capitalization was $1.5$1.8 billion. The table below reconciles total debt to net debt and sets forth our calculation of our total market capitalization as of June 30, 2020March 31, 2021 and 2019:2020:
June 30,March 31,
2020201920212020
(In thousands)(In thousands)
Notes payable, netNotes payable, net$1,103,996  $934,223  Notes payable, net$927,112 $1,155,176 
Add: Unamortized premiums and deferred financing costsAdd: Unamortized premiums and deferred financing costs2,459  (381) Add: Unamortized premiums and deferred financing costs2,518 1,863 
Pro-rata share of debt from unconsolidated joint venturePro-rata share of debt from unconsolidated joint venture1,386 — 
Finance lease obligationFinance lease obligation926  975  Finance lease obligation875 926 
Cash, cash equivalents and restricted cashCash, cash equivalents and restricted cash(249,659) (51,346) Cash, cash equivalents and restricted cash(143,355)(322,844)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cashPro-rata share of unconsolidated entities cash, cash equivalents and restricted cash(2,557) —  Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash(2,022)(3,537)
Net debt(1)
Net debt(1)
$855,165  $883,471  
Net debt (1)
$786,514 $831,584 
Common shares outstandingCommon shares outstanding80,008  79,816  Common shares outstanding80,156 79,969 
Operating Partnership Units outstandingOperating Partnership Units outstanding1,909  1,909  Operating Partnership Units outstanding1,909 1,909 
Restricted share awards (treasury method)Restricted share awards (treasury method)100  392  Restricted share awards (treasury method)1,021 445 
Total common shares and equivalentsTotal common shares and equivalents82,017  82,117  Total common shares and equivalents83,086 82,323 
Market price per common share (at June 30, 2020 and 2019)$6.96  $12.11  
Market price per common share (at March 31, 2021 and 2020)Market price per common share (at March 31, 2021 and 2020)$11.41 $6.03 
Equity market capitalizationEquity market capitalization$570,838  $994,437  Equity market capitalization$948,011 $496,408 
7.25% Series D Cumulative Convertible Perpetual Preferred Shares7.25% Series D Cumulative Convertible Perpetual Preferred Shares1,849  1,849  7.25% Series D Cumulative Convertible Perpetual Preferred Shares1,849 1,849 
Market price per convertible preferred share (at June 30, 2020 and 2019)$34.16  $50.78  
Market price per convertible preferred share (at March 31, 2021 and 2020)Market price per convertible preferred share (at March 31, 2021 and 2020)$54.29 $30.60 
Convertible perpetual preferred shares (at market)Convertible perpetual preferred shares (at market)$63,162  $93,892  Convertible perpetual preferred shares (at market)$100,382 $56,579 
Total market capitalizationTotal market capitalization$1,489,165  $1,971,800  Total market capitalization$1,834,907 $1,384,571 
Net debt to total market capitalizationNet debt to total market capitalization57.4 %44.8 %Net debt to total market capitalization42.9 %60.1 %
(1)Net debt represents (i) our total debt (reported in accordance with GAAP) adjusted to excludeprincipal, which excludes unamortized premium and deferred financing costs, and unamortized premiums, and reduced for cash, cash equivalents and restricted cash. By excluding deferred financing costs and unamortized premiums, and reduced fornet, plus (ii) our finance lease obligation, plus (iii) our pro-rata share of total debt principal of each of our unconsolidated joint entities, less (iv) our cash, cash equivalents and restricted cash, net debt provides an estimate of borrowed capital to be repaid, netless (v) our pro-rata share of cash, available to repay it.cash equivalents and restricted cash of each of our unconsolidated entities. We believe this calculation is useful to understand our financial condition. Our method of calculating net debt may be different from methods used by other companies and may not be comparable.

At June 30, 2020,March 31, 2021, the non-controlling interest in the Operating Partnership was approximately 2.3%.  The OP Units outstanding may, under certain circumstances, be exchanged for our common shares of beneficial interest on a one-for-one basis.  We, as sole general partner of the Operating Partnership, have the option, but not the obligation, to settle exchanged OP Units held by others in cash based on the current trading price of our common shares of beneficial interest.  Assuming the exchange of all non-controlling interest OP units,Units, there would have been approximately 81.982.1 million common shares of beneficial interest outstanding at June 30, 2020,March 31, 2021, with a market value of approximately $570.1$936.4 million.

Inflation

Inflation has been relatively low in recent years and has not had a significant detrimental impact on the results of our operations.   Should inflation rates increase in the future, substantially all of our tenant leases contain provisions designed to mitigate the negative impact of inflation in the near term.  Such lease provisions include clauses that require our tenants to reimburse us for real estate taxes and many of the operating expenses we incur.  Also, many of our leases provide for periodic increases in base rent which are either of a fixed amount or based on changes in the consumer price index and/or percentage rents (where the tenant pays us rent based on percentage of its sales).  Significant inflation rate increases over a prolonged period of time may have a material adverse impact on our business.


Page 4138



Non-GAAP Financial Measures

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 operating results. We believe these additional measures provide users of our financial information additional comparable indicators of our industry, as well as, our performance. However, 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 definitions and application by such REITs.

Funds from Operations

We consider funds from operations, also known as “FFO,” to be an appropriate supplemental measure of the financial performance of an equity REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) is an industry body public REITs participate in and provides guidance to its members. Under the NAREIT definition, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable propertyoperating real estate assets and impairment provisions on depreciableoperating real estate assets or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciableoperating real estate assets held by the investee, plus depreciation and amortization, (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.

In addition to FFO, we include Operating FFO as an additional measure of our financial and operating performance. Operating FFO excludes acquisitiontransactions costs and periodic items such as gains (or losses) from sales of landnon-operating real estate assets and impairment provisions on land,non-operating real estate assets, bargain purchase gains, severance expense, executive management reorganization costs, net, accelerated amortization of debt premiums, gains or losses on extinguishment of debt, uncapitalized financing costs, insured expenses, net, accelerated write-offs of above and below market lease intangibles, accelerated write-offs of lease incentives and R2G Venture LLC related costsbond interest proceeds 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 and Operating FFO 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 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.

The following table illustrates the calculations of FFO and Operating FFO:
Page 4239


Three Months EndedSix Months EndedThree Months Ended
June 30,June 30, March 31,
2020201920202019 20212020
(In thousands, except per share data)(In thousands, except per share data)
Net (loss) income$(2,956) $2,962  $(2,614) $13,655  
Net loss (income) attributable to noncontrolling partner interest68  (69) 60  (319) 
Net incomeNet income$17,308 $342 
Net income attributable to noncontrolling partner interestNet income attributable to noncontrolling partner interest(398)(8)
Preferred share dividendsPreferred share dividends(1,675) (1,675) (3,350) (3,350) Preferred share dividends(1,675)(1,675)
Net (loss) income available to common shareholders(4,563) 1,218  (5,904) 9,986  
Net income (loss) available to common shareholdersNet income (loss) available to common shareholders15,235 (1,341)
Adjustments:Adjustments:Adjustments:
Rental property depreciation and amortization expenseRental property depreciation and amortization expense17,719  20,527  38,439  39,649  Rental property depreciation and amortization expense18,230 20,720 
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1)
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1)
1,369  14  2,782  28  
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1)
1,255 1,412 
Gain on sale of depreciable real estateGain on sale of depreciable real estate—  —  —  (5,702) Gain on sale of depreciable real estate(19,003)— 
FFO available to common shareholdersFFO available to common shareholders14,525  21,759  35,317  43,961  FFO available to common shareholders15,717 20,791 
Noncontrolling interest in Operating Partnership (2)
Noncontrolling interest in Operating Partnership (2)
(68) 69  (60) 319  
Noncontrolling interest in Operating Partnership (2)
— 
Preferred share dividends (assuming conversion) (3)
Preferred share dividends (assuming conversion) (3)
—  1,675  —  3,350  
Preferred share dividends (assuming conversion) (3)
— 1,675 
FFO available to common shareholders and dilutive securitiesFFO available to common shareholders and dilutive securities14,457  23,503  35,257  47,630  FFO available to common shareholders and dilutive securities15,717 22,474 
Gain on sale of land—  (371) —  (371) 
Severance expense (4)
66  —  128  98  
Executive management reorganization, net (4) (5)
—  698  —  446  
Transaction costs (6)
12  —  186  —  
Loss on extinguishment of debt—  622  —  622  
Transaction costs (4)
Transaction costs (4)
— 174 
Insured expenses, netInsured expenses, net(1,713) —  (1,653) —  Insured expenses, net— 60 
Severance expense (5)
Severance expense (5)
28 62 
Above and below market lease intangible write-offsAbove and below market lease intangible write-offs10  (1,663) (391) (1,674) Above and below market lease intangible write-offs(99)(401)
Pro-rata share of acquisition costs from unconsolidated joint ventures (1)
Pro-rata share of acquisition costs from unconsolidated joint ventures (1)
(217) —  401  —  
Pro-rata share of acquisition costs from unconsolidated joint ventures (1)
— 617 
Payment of loan amendment fees (4)
184  —  184  —  
Bond interest proceeds (7)
—  —  (213) —  
Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures (1)
Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures (1)
10 — 
Bond interest proceeds (6)
Bond interest proceeds (6)
— (213)
Operating FFO available to common shareholders and dilutive securitiesOperating FFO available to common shareholders and dilutive securities$12,799  $22,789  $33,899  $46,751  Operating FFO available to common shareholders and dilutive securities$15,656 $22,773 
Weighted average common sharesWeighted average common shares79,976  79,764  79,942  79,754  Weighted average common shares80,102 79,909 
Shares issuable upon conversion of Operating Partnership Units (2)
1,909  1,909  1,909  1,909  
Shares issuable upon conversion of OP Units (2)
Shares issuable upon conversion of OP Units (2)
— 1,909 
Dilutive effect of restricted stockDilutive effect of restricted stock100  392  299  394  Dilutive effect of restricted stock1,021 445 
Shares issuable upon conversion of preferred shares (3)
Shares issuable upon conversion of preferred shares (3)
—  6,923  —  6,923  
Shares issuable upon conversion of preferred shares (3)
— 7,014 
Weighted average equivalent shares outstanding, dilutedWeighted average equivalent shares outstanding, diluted81,985  88,988  82,150  88,980  Weighted average equivalent shares outstanding, diluted81,123 89,277 
Diluted (loss) earnings per share (8)
$(0.06) $0.01  $(0.08) $0.12  
Diluted earnings (loss) per share (7)
Diluted earnings (loss) per share (7)
$0.19 $(0.02)
Per share adjustments for FFO available to common shareholders and dilutive securitiesPer share adjustments for FFO available to common shareholders and dilutive securities0.24  0.25  0.51  0.42  Per share adjustments for FFO available to common shareholders and dilutive securities— 0.27 
FFO available to common shareholders and dilutive securities per share, dilutedFFO available to common shareholders and dilutive securities per share, diluted$0.18  $0.26  $0.43  $0.54  FFO available to common shareholders and dilutive securities per share, diluted$0.19 $0.25 
Per share adjustments for Operating FFO available to common shareholders and dilutive securitiesPer share adjustments for Operating FFO available to common shareholders and dilutive securities(0.02) —  (0.02) (0.01) Per share adjustments for Operating FFO available to common shareholders and dilutive securities— 0.01 
Operating FFO available to common shareholders and dilutive securities per share, dilutedOperating FFO available to common shareholders and dilutive securities per share, diluted$0.16  $0.26  $0.41  $0.53  Operating FFO available to common shareholders and dilutive securities per share, diluted$0.19 $0.26 
(1)Amounts noted are included in Earnings from unconsolidated joint ventures.
(2)The total noncontrolling interest reflects OP unitsUnits convertible on a one-of-oneone-to-one basis into common shares. The Company's net income for the three months ended March 31, 2021 (largely driven by gain on sale of real estate), resulted in an income allocation to OP Units which drove an OP Unit ratio of $0.21 (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 months ended March 31, 2021.
(3)7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par value per share paid annual dividends of $6.7 million and are currently convertible into approximately 7.0 million common shares. 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 earnings per share in future periods. In instances when the Preferred Share ratio exceeds basic FFO, the Preferred Shares are considered anti-dilutive, and as a result are not included in the calculation of fully diluted FFO and Operating FFO for the three months ended March 31, 2021.
(4)For 2020, costs associated with a terminated acquisition and a terminated disposition.
(5)Amounts noted are included in General and Administrativeadministrative expense.
(5)For 2019, largely comprised of severance to a former executive officer and a performance award expense related to the former Chief Executive Officer.(6)
(6)Costs associated with terminated transactions.
(7)Amounts noted are included in Other income (expense), net.
(8)(7)The denominator to calculate diluted earnings (loss) per share excludesincludes weighted average common shares issuable upon the conversion of preferred sharesand restricted stock only for the three and six months ended June 30, 2020March 31, 2021 and 2019.includes weighted average common shares only for the three months ended March 31, 2020.
Page 4340


NOI, Same Property NOI and 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 and RGMZ Venture REIT LLC unconsolidated joint venture.ventures.

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,March 31, 2021 and 2020 and 2019 represents NOI from the Company's same property portfolio consisting of 4142 consolidated operating properties and our 51.5% pro-rata share of five properties owned by our R2G Venture LLC unconsolidated joint venture and 100% of the 12 properties owned by our RGMZ Venture REIT LLC unconsolidated joint venture (excludes one property that is part of our Rivertowne Square multi-tenant property where activities have started in preparation for redevelopment). All properties included in Same Property NOI were either acquired or placed in service and stabilized prior to January 1, 2019 and five previously consolidated2020. We present Same Property NOI primarily to show the percentage change in our NOI from period to period across a consistent pool of properties. The properties contributed to the newly formed joint venture, R2GRGMZ Venture REIT LLC in December 2019. Same propertyhad previously been parts of larger shopping centers that we own. Accordingly, 100.0% of the NOI from these five properties includes 51.5%is included in our results for periods on or prior to March 4, 2021 and, for these prior periods, we had not separately allocated expenses attributable to the larger shopping centers between these properties and the remainder of theirthese shopping centers. As a result, in order to help ensure the comparability of our Same Property NOI as a consolidated property for the period January 1, 2019 through December 9, 2019 and 51.5%periods presented, we are continuing to include 100.0% of the NOI from these properties in our Same Property NOI following their NOI as an unconsolidated property accounted for under the equity method for the period December 10, 2019 through June 30, 2020. contribution even though our pro rata share following March 4, 2021 is only 6.4%. 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,March 31, 2021 and 2020 and 2019 represents NOI primarily from (i) properties disposed of and acquired during 2019 and 2020, (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)(ii) certain property related employee compensation, benefits, and travel expense and (v) non-comparable(iii) noncomparable operating income and expense adjustments. Non-RPT NOI from RGMZ Venture REIT LLC represents 93.6% of the properties contributed to RGMZ Venture REIT LLC after March 4, 2021, which is our partners’ share of RGMZ Venture REIT LLC.

NOI, Same Property NOI and NOI from Other Investments should not be considered 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.

The following is a summary of our properties for the periods noted with consistent classification in the prior period for presentation of Same Property NOI:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
Property DesignationProperty Designation2020201920202019Property Designation20212020
Same-propertySame-property46464646Same-property4747
Acquisitions (1)
Acquisitions (1)
11
Acquisitions (1)
Redevelopment (2)(1)
Redevelopment (2)(1)
2222
Redevelopment (2)(1)
22
Total propertiesTotal properties49484948Total properties4949
(1)Includes the following property for the three and six months ended June 30, 2020: Lakehills Plaza.
(2)Includes the following properties: Rivertowne Square and Webster Place. The entire property indicated for each period is completely excluded from Same Property NOI.


Page 4441


The following is a reconciliation of our net income available to common shareholders to Same Property NOI:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended March 31,
202020192020201920212020
(in thousands)(in thousands)
Net (loss) income available to common shareholders$(4,563) $1,218  $(5,904) $9,986  
Net income (loss) available to common shareholdersNet income (loss) available to common shareholders$15,235 $(1,341)
Adjustments to reconcile to Same Property NOI:Adjustments to reconcile to Same Property NOI:Adjustments to reconcile to Same Property NOI:
Preferred share dividendsPreferred share dividends1,675  1,675  3,350  3,350  Preferred share dividends1,675 1,675 
Net (loss) income attributable to noncontrolling interest(68) 69  (60) 319  
Net income attributable to noncontrolling interestNet income attributable to noncontrolling interest398 
Income tax provisionIncome tax provision19  35  50  71  Income tax provision88 31 
Interest expenseInterest expense10,177  10,084  19,578  20,433  Interest expense9,406 9,401 
Loss on extinguishment of debt—  622  —  622  
Earnings from unconsolidated joint venturesEarnings from unconsolidated joint ventures(802) (26) (1,058) (80) Earnings from unconsolidated joint ventures(801)(256)
Gain on sale of real estateGain on sale of real estate—  (371) —  (6,073) Gain on sale of real estate(19,003)— 
Insured expenses, netInsured expenses, net(1,713) —  (1,653) —  Insured expenses, net— 60 
Other (income) expense, net(61) 123  (414) 231  
Other expense (income), netOther expense (income), net107 (353)
Management and other fee incomeManagement and other fee income(228) (39) (579) (90) Management and other fee income(316)(351)
Depreciation and amortizationDepreciation and amortization17,860  20,628  38,708  39,847  Depreciation and amortization18,379 20,848 
Transaction costsTransaction costs12  —  186  —  Transaction costs— 174 
General and administrative expensesGeneral and administrative expenses6,695  6,530  12,917  12,596  General and administrative expenses7,370 6,222 
Pro-rata share of NOI from unconsolidated joint venture (1)
1,918  —  4,150  —  
Pro-rata share of NOI from R2G Venture LLC (1)
Pro-rata share of NOI from R2G Venture LLC (1)
2,031 2,232 
Pro-rata share of NOI from RGMZ Venture REIT LLC (2)
Pro-rata share of NOI from RGMZ Venture REIT LLC (2)
10 — 
Lease termination feesLease termination fees—  (83) (142) (232) Lease termination fees(24)(141)
Amortization of lease inducementsAmortization of lease inducements191  128  329  224  Amortization of lease inducements211 137 
Amortization of acquired above and below market lease intangiblesAmortization of acquired above and below market lease intangibles(638) (2,463) (1,733) (3,372) Amortization of acquired above and below market lease intangibles(737)(1,095)
Straight-line ground rent expenseStraight-line ground rent expense76  76  153  153  Straight-line ground rent expense77 77 
Straight-line rental incomeStraight-line rental income1,219  (574) 918  (1,384) Straight-line rental income(396)(301)
NOI (2)
31,769  37,632  68,796  76,601  
NOINOI33,710 37,027 
NOI from Other InvestmentsNOI from Other Investments331  (635) 790  (2,940) NOI from Other Investments874 927 
Same Property NOI (3)
$32,100  $36,997  $69,586  $73,661  
Non-RPT NOI from RGMZ Venture REIT LLC (3)
Non-RPT NOI from RGMZ Venture REIT LLC (3)
144 — 
Same Property NOISame Property NOI$34,728 $37,954 
Period-end OccupancyPeriod-end Occupancy93.2 %92.2 %93.2 %92.2 %Period-end Occupancy91.0 %93.5 %
(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.
(2)Represents 6.4% of the NOI from the properties contributed to RGMZ Venture REIT LLC after March 4, 2021.
(3)Represents 93.6% of the NOI from the properties contributed to RGMZ Venture REIT LLC after March 4, 2021.

Page 4542


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We have exposure to interest rate risk on our variable rate debt obligations.  Based on market conditions, we may manage our exposure to interest rate risk by entering into interest rate swap agreements to hedge our variable rate debt.  We are not subject to any foreign currency exchange rate risk or commodity price risk, or other material rate or price risks.  Based on our variable rate debt, interest rates and interest rate swap agreements in effect at June 30, 2020,March 31, 2021, we do not believe that a 100 basis point change in interest rates would impact our future earnings and cash flows by approximately $1.8 million annually.flows.  We believe that a 100 basis point increase in interest rates would decrease the fair value of our total outstanding debt by approximately $29.1$25.0 million at June 30, 2020.March 31, 2021.

We had derivative instruments outstanding with an aggregate notional amount of $385.0 million as of June 30, 2020.March 31, 2021.  The agreements provided for swapping one-month LIBOR to fixed interest rates ranging from 1.26% to 1.77% and had expirations ranging from 2021 to 2027.  The following table sets forth information as of June 30, 2020March 31, 2021 concerning our long-term debt obligations, including principal cash flows by scheduled amortization payment and scheduled maturity, weighted average interest rates of maturing amounts and fair market value:
20202021202220232024ThereafterTotalFair
Value
20212022202320242025ThereafterTotalFair
Value
(In thousands)(In thousands)
Fixed-rate debtFixed-rate debt$1,201  $39,508  $52,397  $129,388  $125,879  $583,082  $931,455  $984,200  Fixed-rate debt$38,884 $52,397 $129,388 $125,879 $182,431 $400,651 $929,630 $948,642 
Average interest rateAverage interest rate5.3 %3.8 %5.7 %3.5 %3.7 %3.8 %3.9 %2.3 %Average interest rate3.8 %5.7 %3.5 %3.7 %3.7 %3.8 %3.8 %2.9 %
Variable-rate debtVariable-rate debt$—  $—  $—  $175,000  $—  $—  $175,000  $175,000  Variable-rate debt$— $— $— $— $— $— $— $— 
Average interest rateAverage interest rate— %— %— %1.3 %— %— %1.3 %1.3 %Average interest rate— %— %— %— %— %— %— %— %
 
We estimated the fair value of our fixed rate mortgages using a discounted cash flow analysis, based on borrowing rates for similar types of borrowing arrangements with the same remaining maturity.  Considerable judgment is required to develop estimated fair values of financial instruments.  The table incorporates only those exposures that exist at June 30, 2020March 31, 2021 and does not consider those exposures or positions which could arise after that date or firm commitments as of such date.  Therefore, the information presented therein has limited predictive value.  Our actual interest rate fluctuations will depend on the exposures that arise during the period and on market interest rates at that time.

In July 2017, the Financial Conduct Authority, the authority that regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. In November 2020, the ICE Benchmark Administration, the administrator of LIBOR, announced plans to consult on ceasing publications of LIBOR on December 31, 2021 for only the one week and two week LIBOR tenors, and on June 30, 2023 for all other LIBOR tenors. The Alternative Reference Rates Committee (ARRC) has proposed that the Secured Overnight Financing Rate (SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. There is no guarantee that a transition from LIBOR to an alternative will not result in financial market disruptions, significant increases in benchmark rates, or financing costs to borrowers. We have material contracts that are indexed to USD-LIBOR, and we are monitoring this activity and evaluating the related risks.

Page 4643


Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports under the  Securities Exchange Act of 1934, as amended (“Exchange Act”), such as this report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and therefore management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an assessment as of June 30, 2020March 31, 2021 of the effectiveness of the design and operation of our disclosure controls and procedures.  This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.  Based on such evaluation, our management, including our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2020.March 31, 2021.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2020,March 31, 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Page 4744


PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we are involved in certain litigation arising in the ordinary course of business. We do not believe that any of this litigation will have a material effect on our consolidated financial statements. There are no material pending governmental proceedings.

Item 1A.  Risk Factors

For a discussionExcept to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such factors (including, without limitation, the matters discussed in Part I, "Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations"), there have been no material changes to our potential risks and uncertainties, seerisk factors during the information below and under the heading “Risk Factors”three months ended March 31, 2021 compared to those risk factors presented in Part I, "Item IA. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

The current pandemic of the novel coronavirus, or COVID-19, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

Since being reported in December 2019, COVID-19 has spread globally, including to every state in the United States. On March 11, 2020, the WHO declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19.

The COVID-19 pandemic has had and could continue to have, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and, as cases of COVID-19 have continued to be identified in additional countries, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.

Certain states and cities, including where we own properties and where our principal places of business are located, have also reacted by instituting quarantines, restrictions on travel, “shelter-in-place” rules or "stay at home" orders, social distancing protocols, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. The Company cannot predict if additional states and cities will implement similar restrictions or when restrictions currently in place will expire or be relaxed or the effect of such expiration or relaxation. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which we and our tenants operate. A number of our tenants have announced temporary closures of their stores or modifications of their operations and requested rent deferral or rent abatement during this pandemic.

The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:
A complete or partial closure of, or other operational issues, including a decrease in customer traffic at, one or more of our properties resulting from government or tenant action, which have and could continue to adversely affect our operations and those of our tenants;
The downturn in the economy may result in the inability of one or more of our tenants to be able to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations, (including early lease terminations) or may result in bankruptcy or insolvency of one or more tenants;
The reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending and changes in consumer behavior, as well as a decrease in individuals' willingness to frequent our properties once tenants reopen as a result of the public health risks and social impacts of such pandemic, which could affect the ability of our properties to generate sufficient revenues to meet operating and other expenses in the short and long term;
Difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and severe disruption and instability in the global financial markets or deterioration in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis or at all and our tenants' ability to fund their business operations and meet their obligations to us;
Page 48


Our ability to remain in compliance with financial covenants of our credit facility and other debt agreements, as amended, which non-compliance could result in a default and potentially an acceleration of indebtedness, and could negatively impact our ability to make additional borrowings;
Any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
A general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties;
A decrease in retail demand could make it difficult for us to renew or re-lease our properties at favorable rates, or at all, which could cause interruptions or delays in the receipt of rental payments, and we could incur significant increased re-leasing costs;
A deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' efficient operations could adversely affect our operations and those of our tenants;
The potential negative impact on the health of our personnel or the personnel of our tenants, particularly if a significant number of our or their executive management team or key personnel are impacted, could result in a deterioration in our and our tenants' ability to ensure business continuity during this disruption;
Moratoriums imposed by certain jurisdictions on landlord commercial eviction proceedings and collection actions. We may experience delays in commencing actions and recovering costs, and we may be unable to recover all amounts due under the applicable lease agreements;
The failure of our tenants to reopen may result in co-tenancy claims as a result of the failure to satisfy occupancy thresholds;
The increase in unanticipated operating costs as a result of compliance with regulations, additional sanitation measures, remote working arrangements and changes to regulations requiring mandatory paid time off for employees;
Any inability to effectively manage our portfolio and operations while working remotely during the COVID-19 pandemic and for a time after such pandemic, which could adversely impact our business;
The limited access to our facilities, management, tenants, support staff and professional advisors, which could decrease the effectiveness of our disclosure controls and procedures and internal control over financial reporting, increase our susceptibility to cybersecurity breaches or hamper our ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines; and
Our insurance may not cover loss of revenue or other expenses resulting from the pandemic and related shelter-in-place rules.

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, magnitude and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, all of which could vary by geographic region, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores and early terminations by our tenants of their leases could reduce our cash flows, which, among other effects, could impact our ability to restart paying dividends to our shareholders at expected levels or at all.

The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Moreover, many risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.

Page 4945


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common share repurchases during the quarterly period ended June 30, 2020March 31, 2021 were as follows:
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2020 to April 30, 2020—  $—  
May 1, 2020 to May 31, 2020111  5.09  
June 1, 2020 to June 30, 202036,183  7.20  
Total36,294  $7.19  
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2021 to January 31, 202113,278 $8.65 
February 1, 2021 to February, 2021371 10.90 
March 1, 2021 to March 31, 202159,138 11.00 
Total72,787 $10.57 

During the quarterly period ended June 30, 2020,March 31, 2021, we withheld 36,29472,787 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted share awards. The value of the common shares withheld was based on the closing price of our common shares on the applicable vesting date.

Page 5046


Item 6. Exhibits
Exhibit No.Description
10.1
Employment Agreement by and between the Company and Brian Harper, dated as of June 11, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 15, 2020.
10.2
Employment Agreement by and between the Company and Michael Fitzmaurice, dated as of June 11, 2020, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 15, 2020.
10.3
Second Amendment, dated June 30, 2020, to the $110 Million Note Purchase Agreement, dated June 27, 2013, by RPT Realty, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 6, 2020.
10.4
Third Amendment, dated June 30, 2020, to the $100 Million Note Purchase Agreement, dated May 28, 2014, by RPT Realty, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 6, 2020.
10.5
Second Amendment, dated June 30, 2020, to the $100 Million Note Purchase Agreement, dated September 30, 2015, by RPT Realty, L.P., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 6, 2020.
10.6
Second Amendment, dated June 30, 2020, to the $75 Million Note Purchase Agreement, dated August 19, 2016, by RPT Realty, L.P., incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated July 6, 2020.
10.7
First Amendment, dated June 30, 2020, to the $75 Million Note Purchase Agreement, dated December 21, 2017, by RPT Realty, L.P., incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated July 6, 2020.
31.1*
31.2*
32.1*
32.2*
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).
___________________________
*    Filed herewith
**    Management contract or compensatory plan or arrangement
Page 5147


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.
 
 RPT REALTY
  
Date: August 5, 2020May 6, 2021
By: /s/ BRIAN L. HARPER
Brian L. Harper
President and Chief Executive Officer
(Principal Executive Officer)
  
Date: August 5, 2020May 6, 2021
By: /s/ MICHAEL P. FITZMAURICE
Michael P. Fitzmaurice
Chief Financial Officer
(Principal Financial Officer)
  
Date: August 5, 2020May 6, 2021
By: /s/ RAYMOND J. MERK
Raymond J. Merk
Chief Accounting Officer
(Principal Accounting Officer)

Page 5248