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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 ☒

As of ~~July 31, 2019,~~April 30, 2020, the registrant had ~~19,052,144~~19,816,022 shares of common stock, $0.10 par value per share, outstanding.

	June 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Assets
Land	$	549,622		$	622,827		$	469,890		$	522,393
Buildings		1,463,674			1,629,862			1,230,987			1,380,984
Fixtures and tenant improvements		159,702			172,679			140,181			152,426
		2,172,998			2,425,368			1,841,058			2,055,803
Less: Accumulated depreciation		(663,677	)		(704,401	)		(624,546	)		(670,509	)
		1,509,321			1,720,967			1,216,512			1,385,294
Construction in progress		15,566			26,070			2,242			2,017
Total real estate assets, net		1,524,887			1,747,037			1,218,754			1,387,311
Cash and cash equivalents		58,522			44,565			92,366			71,047
Restricted cash		93,315			66,634			81,268			112,246
Accounts receivable		25,355			31,426			21,407			25,195
Property insurance receivable		—			29,422
Other assets, net		27,853			43,560			26,873			30,888
	$	1,729,932		$	1,962,644		$	1,440,668		$	1,626,687
Liabilities and Equity
Mortgage indebtedness, net	$	752,404		$	967,569		$	505,790		$	655,833
Payable to SITE Centers		33,759			33,985			105			105
Accounts payable and other liabilities		60,100			84,832			41,838			53,789
Dividends payable		—			24,005			—			39,057
Total liabilities		846,263			1,110,391			547,733			748,784
Commitments and contingencies (Note 9)
Commitments and contingencies (Note 5)
Redeemable preferred equity		190,000			190,000			190,000			190,000
Retail Value Inc. shareholders' equity
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 19,043,403 and 18,465,165 shares issued at June 30, 2019 and December 31, 2018, respectively		1,904			1,846
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 19,816,476 and 19,052,592 shares issued at March 31, 2020 and December 31, 2019, respectively								1,982			1,905
Additional paid-in capital		692,665			675,566			720,893			692,871
Accumulated distributions in excess of net loss		(890	)		(15,153	)
Less: Common shares in treasury at cost: 379 and 267 shares at June 30, 2019 and December 31, 2018, respectively		(10	)		(6	)
Accumulated distributions in excess of net income								(19,924	)		(6,857	)
Less: Common shares in treasury at cost: 454 shares at March 31, 2020 and December 31, 2019								(16	)		(16	)
Total equity		693,669			662,253			702,935			687,903
	$	1,729,932		$	1,962,644		$	1,440,668		$	1,626,687

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

~~COMBINED AND~~ CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

	Three Months
	Ended June 30,						Three Months
	2019			2018			Ended March 31,
	The Company			RVI Predecessor			2020			2019
Revenues from operations:
Rental income	$	58,875		$	75,760		$	50,330		$	61,570
Business interruption income		2,000			3,100
Other income		10			114			39			41
		60,885			78,974			50,369			61,611
Rental operation expenses:
Operating and maintenance		10,401			12,531			11,062			10,502
Real estate taxes		7,169			9,677			5,719			7,510
Property and asset management fees		5,819			3,462			4,876			5,816
Impairment charges		7,110			15,060			15,910			6,090
Hurricane property insurance (income) loss, net		(3,814	)		187
Hurricane property insurance loss, net								—			183
General and administrative		1,058			4,484			1,077			885
Depreciation and amortization		18,378			24,072			16,470			19,355
		46,121			69,473			55,114			50,341
Other income (expense):
Interest expense		(10,846	)		(18,144	)
Other expense:
Interest expense, net								(7,292	)		(13,974	)
Debt extinguishment costs		(2,927	)		(1,970	)		(3,965	)		(14,482	)
Transaction costs		—			(28,240	)
Other income (expense), net								334			(868	)
Gain on disposition of real estate, net		12,946			13,096			2,674			18,219
		(827	)		(35,258	)		(8,249	)		(11,105	)
Income (loss) before tax expense		13,937			(25,757	)
(Loss) income before tax expense								(12,994	)		165
Tax expense		(320	)		(4,082	)		(73	)		(175	)
Net income (loss)	$	13,617		$	(29,839	)
Comprehensive income (loss)	$	13,617		$	(29,839	)
Net loss							$	(13,067	)	$	(10	)
Comprehensive loss							$	(13,067	)	$	(10	)

Per share data:
Basic and diluted	$	0.72		N/A			$	(0.66	)	$	0.00

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

~~COMBINED AND~~ CONSOLIDATED STATEMENTS OF ~~OPERATIONS AND COMPREHENSIVE INCOME (LOSS)~~EQUITY

Six Months

Ended June 30,

2019

2018

The Company

RVI Predecessor

Revenues from operations:

Rental income
$
120,445

$
149,825

Business interruption income

2,000

5,100

Other income

51

309

122,496

155,234

Rental operation expenses:

Operating and maintenance

20,903

24,608

Real estate taxes

14,679

19,571

Property and asset management fees

11,635

6,819

Impairment charges

13,200

48,680

Hurricane property insurance (income) loss, net

(3,631
)

868

General and administrative

1,943

7,638

Depreciation and amortization

37,733

50,144

96,462

158,328

Other expense:

Interest expense

(24,820
)

(37,584
)
Debt extinguishment costs

(17,409
)

(109,036
)
Transaction costs

(18
)

(33,325
)
Other income (expense), net

(850
)

(3
)
Gain on disposition of real estate, net

31,165

13,096

(11,932
)

(166,852
)
Income (loss) before tax expense

14,102

(169,946
)
Tax expense

(495
)

(4,210
)
Net income (loss)
$
13,607

$
(174,156
)
Comprehensive income (loss)
$
13,607

$
(174,156
)

Per share data:

Basic and diluted
$
0.72

N/A

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Treasury Stock at Cost			Total
The Company
Balance as of December 31, 2019	$	1,905	$	692,871	$	(6,857	)	$	(16	)	$	687,903
Issuance of common shares related to stock dividends		77		28,022		—			—			28,099
Net loss		—		—		(13,067	)		—			(13,067	)
Balance, March 31, 2020	$	1,982	$	720,893	$	(19,924	)	$	(16	)	$	702,935

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income			Treasury Stock at Cost			Total
Balance as of December 31, 2018	$	1,846	$	675,566	$	(15,153	)	$	(6	)	$	662,253
Issuance of common shares related to stock dividend		58		17,205		—			—			17,263
Repurchase of common shares		—		—		—			(3	)		(3	)
Adoption of ASC Topic 842 (Leases)		—		—		700			—			700
Dividends declared		—		—		(44	)		—			(44	)
Net loss		—		—		(10	)		—			(10	)
Balance, March 31, 2019	$	1,904	$	692,771	$	(14,507	)	$	(9	)	$	680,159

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

Common
Shares

Additional
Paid-in
Capital

Accumulated Distributions
in Excess of
Net Loss

Treasury
Stock at
Cost

Total

The Company

Balance as of December 31, 2018

$
1,846

$
675,566

$
(15,153
)

$
(6
)

$
662,253

Issuance of common shares

58

17,205

—

—

17,263

Repurchase of common shares

—

—

—

(3
)

(3
)
Adoption of ASC Topic 842 (Leases)

—

—

700

—

700

Dividends declared

—

—

(44
)

—

(44
)
Net loss

—

—

(10
)

—

(10
)
Balance, March 31, 2019

1,904

692,771

(14,507
)

(9
)

680,159

Issuance of common shares

—

(106
)

—

—

(106
)
Repurchase of common shares

—

—

—

(1
)

(1
)
Net income

—

—

13,617

—

13,617

Balance, June 30, 2019

$
1,904

$
692,665

$
(890
)

$
(10
)

$
693,669

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

	Six Months Ended June 30,						Three Months
	2019			2018			Ended March 31,
	The Company			RVI Predecessor			2020			2019
Cash flow from operating activities:
Net income (loss)	$	13,607		$	(174,156	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Net loss							$	(13,067	)	$	(10	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization		37,733			50,144			16,470			19,355
Amortization and write-off of above- and below- market leases, net		(641	)		(928	)
Amortization and write-off of above- and below-market leases, net								(306	)		(346	)
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		10,490			14,556			4,586			6,635
Gain on disposition of real estate, net		(31,165	)		(13,096	)		(2,674	)		(18,219	)
Property insurance proceeds in excess of receivable		(3,972	)		—
Impairment charges		13,200			48,680			15,910			6,090
Loss on debt extinguishment		175			97,077			—			88
Interest rate hedging activities		1,152			(4,538	)		—			1,152
Assumption of building due to ground lease terminations		—			(2,150	)
Valuation allowance of prepaid taxes		—			3,991
Net change in accounts receivable		3,065			(4,664	)		2,014			1,764
Net change in accounts payable and other liabilities		(6,823	)		15,472			(7,118	)		(6,346	)
Net change in other operating assets		4,756			(1,556	)		(592	)		1,361
Total adjustments		27,970			202,988			28,290			11,534
Net cash flow provided by operating activities		41,577			28,832			15,223			11,524
Cash flow from investing activities:
Real estate improvements to operating real estate		(49,395	)		(20,461	)		(6,152	)		(25,881	)
Proceeds from disposition of real estate		247,297			100,347			146,824			105,851
Hurricane property insurance advance proceeds		33,750			20,193
Hurricane property insurance proceeds								—			13,750
Net cash flow provided by investing activities		231,652			100,079			140,672			93,720
Cash flow from financing activities:
Repayment of Parent Company unsecured debt		—			(899,880	)
Proceeds from mortgage debt		900,000			1,350,000			—			900,000
Repayment of mortgage debt		(1,113,855	)		(421,344	)
Repayment of mortgage debt, including repayment costs								(154,596	)		(988,697	)
Payment of debt issuance costs		(11,889	)		(32,755	)		—			(11,889	)
Net transactions with SITE Centers		—			(37,864	)
Dividends paid		(6,847	)		—			(10,958	)		(6,741	)
Net cash flow used for financing activities		(232,591	)		(41,843	)		(165,554	)		(107,327	)

Net increase in cash, cash equivalents and restricted cash		40,638			87,068
Net decrease in cash, cash equivalents and restricted cash								(9,659	)		(2,083	)
Cash, cash equivalents and restricted cash, beginning of period		111,199			8,318			183,293			111,199
Cash, cash equivalents and restricted cash, end of period	$	151,837		$	95,386		$	173,634		$	109,116

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

~~On July 1, 2018, SITE Centers Corp., formerly known as DDR Corp. (“SITE Centers” or the “Manager”), completed the separation~~Nature of Business

Retail Value Inc.~~, an Ohio corporation~~ and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) were formed in December 2017 ~~that~~and owned ~~and operated a portfolio~~48 properties, comprised of ~~48 real estate assets at the time of the separation that included~~ 36 continental U.S. assets and 12 Puerto Rico assets, ~~(collectively, “RVI”~~at the ~~“RVI Predecessor” or the “Company”~~time of their separations from SITE Centers Corp. (“SITE Centers”)~~, into an independent public company. At June 30, 2019,~~ on July 1, 2018. As of March 31, 2020, RVI owned 3126 properties that included 1914 continental U.S. assets and 12 Puerto Rico assets comprising 1210.2 million square feet of gross leasable area (“GLA”) and located in 1210 states and Puerto Rico. These properties serve as direct or indirect collateral for a mortgage loan which, as of March 31, 2020, had an aggregate principal balance of $519.7 million.

In connection with the separation from SITE Centers, on July 1, 2018, the Company and SITE Centers entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) pursuant to which, among other things, SITE Centers agreed to transfer properties and certain related assets, liabilities and obligations to RVI, and to distribute 100% of the outstanding common shares of RVI to holders of record of SITE Centers’ common shares as of the close of business on June 26, 2018, the record date. On July 1, 2018, holders of SITE Centers’ common shares received one common share of RVI for every ten shares of SITE Centers’ common stock held on the record date. In connection with theRVI’s separation from SITE Centers, SITE Centers retained 1,000 shares of RVI’s series A preferred stock having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset sales.

On July 1, 2018, the Company and SITE Centers also entered into an external management agreement (the “External Management Agreement”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which SITE Centers manages RVI and its properties. SITE Centers provides RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. The Company does not have any employees. In general, either SITE Centers or RVI may terminate the management agreements on ~~December 31, 2019,~~June 30, 2020, or at the end of any six-month renewal period thereafter. SITE Centers and RVI also entered into a tax matters agreement that governs the rights and responsibilities of the parties following RVI’s separation from SITE Centers with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations.

For periods after July 1, 2018, the consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest. All significant inter-company balances and transactions have been eliminated in consolidation.

For periods prior to July 1, 2018, the accompanying historical condensed combined financial statements and related notes of the Company do not represent the statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers’ consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All inter-company transactions and balances have been eliminated in combination.

For periods prior to July 1, 2018, these combined financial statements reflect the revenues and direct expenses of the RVI Predecessor and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. RVI Predecessor equity in these combined financial statements represents the excess of total assets over total liabilities. RVI Predecessor equity is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation from SITE Centers, as well as the allocated costs and expenses described below. The combined financial statements also include the consolidated results of certain of the Company’s wholly-owned subsidiaries, as applicable. All significant inter-company balances and transactions have been eliminated in consolidation.

For periods prior to July 1, 2018, the combined financial statements include certain direct costs historically paid by the properties but contracted through SITE Centers, including but not limited to, management fees, insurance, compensation costs and out-of-pocket expenses directly related to the management of the properties (Note 11). Further, the combined financial statements include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs that have been allocated using the relative percentage of property revenue of the Company and SITE Centers’ management’s knowledge of the Company. In addition, the combined financial statements include an allocation of interest expense on SITE Centers’ unsecured debt, excluding debt that is specifically attributable to the Company; interest expense was allocated by calculating the unencumbered net assets of each property held by the Company as a percentage of SITE Centers’ total consolidated unencumbered net assets and multiplying that percentage by the interest expense on SITE Centers unsecured debt. The amounts allocated in the accompanying combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the RVI Predecessor been a separate independent entity. SITE Centers believes the assumptions underlying SITE Centers’ allocation of indirect expenses are reasonable.

The preparation of financial statements in conformity with ~~U.S. GAAP~~accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

These financial statements have been ~~reclassified~~prepared by the Company in ~~order to conform~~accordance with GAAP for interim financial information and the ~~current period’s presentation.~~applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The ~~Company reclassified $5.0 million and $7.6 million of contractual lease payments from Other Income to Rental Income within total revenues on its combined statement~~results of operations for the three ~~and six~~ months ended ~~June 30, 2018, respectively,~~March 31, 2020 and 2019, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in ~~connection~~conjunction with the ~~adoption of Accounting Standards Update (“ASU”) No. 2016-02—Leases, as amended (“Topic 842”), as discussed below.~~

~~Rental Income~~Company’s audited financial statements and notes thereto included in the Company’s Annual Report on ~~the combined and consolidated statements of operations includes contractual lease payments that generally include the following:~~

~~Upon adoption of Topic 842, Rental Income~~Form 10-K for the periods beginning on or after January 1, 2019, has been reduced for amounts the Company believes are not probable of being collected. Rental income is recognized on a straight-line basis over the lease term. Rental income is not recognized when collection is not reasonably assured as the customer is placed on non-accrual status and rental income is recognized as cash payments are received.year ended December 31, 2019.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

	Six Months
	Ended June 30,				Three Months
	2019		2018		Ended March 31,
	The Company		RVI Predecessor		2020		2019
Accounts payable related to construction in progress	$	11.8	$	10.1	$	4.7	$	14.3
Stock dividends		17.2		—	28.1			17.2
Receivable and reduction of real estate assets, net - related to hurricane		—		6.1
Assumption of building due to ground lease termination		—		2.2

~~The Company adopted Topic 842 as of January 1, 2019, using the modified retrospective approach by~~ ~~applying the transition provisions at the beginning of the period of adoption. The Company elected the following practical expedients permitted under the transition guidance within the new standard:~~

~~The Company did not adopt the practical expedient to use hindsight in determining the lease term.~~

~~The Company made the following accounting policy elections as a lessor in connection with the adoption:~~

~~The adoption of the standard impacted the Company’s consolidated financial statements as follows:~~

The adoption of the new standard also resulted in various presentation changes in the Company’s consolidated statements of operations. The Company aggregated the following components of contractual lease payments into one line item referred to as Rental Income: Minimum Rents, Percentage and Overage Rents, Recoveries from Tenants, Ancillary Income and Lease Termination Fees. The prior period presentation was conformed to the current period presentation for comparability related to these revenue components. In addition, effective January 1, 2019, the Company presents bad debt as a component of Rental Income within Revenues. For prior periods, bad debt is included in Operating and Maintenance Expenses. In addition, effective January 1, 2019, the Company no longer records real estate taxes paid by major tenants directly to the applicable governmental authority. For prior periods, these amounts are included in Recoveries from Tenants and Real Estate Taxes.

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date ~~(ASU~~(Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit ~~Losses)~~Losses, “Topic 326”). The guidance requires the use of a new current expected credit loss ("CECL") model in estimating allowances for doubtful accounts with respect to accounts receivable, straight-line rents receivable and notes receivable. The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2019. In November 2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables recorded by lessors are explicitly excluded from the scope of Topic 326. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is ~~in the process of~~ evaluating ~~the~~its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of ~~this guidance.~~the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions.

Other Assets, ~~Net on the Company’s consolidated balance sheets~~net consists of the following (in thousands):

	June 30, 2019			December 31, 2018			March 31, 2020		December 31, 2019
Intangible assets:
In-place leases, net	$	6,806		$	11,926		$	4,918	$	5,882
Above-market leases, net		1,163			2,001			761		908
Lease origination costs, net		1,099			1,713			702		949
Tenant relations, net		11,302			16,242
Tenant relationships, net								6,991		10,120
Total intangible assets, net^(A)		20,370			31,882			13,372		17,859
Operating lease ROU assets^(B)		1,811			—			1,664		1,714
Other assets:
Prepaid expenses		5,390			10,011			11,572		11,023
Deposits		141			194			139		145
Deferred charges, net		93			179			81		106
Other assets^(C)		48			1,294			45		41
Total other assets, net	$	27,853		$	43,560		$	26,873	$	30,888

Accounts payable and other liabilities:
Below-market leases, net^(A)	$	(20,893	)	$	(33,914	)
Below-market leases, net (other liabilities)							$	16,733	$	20,042

The Company ~~is engaged in the operation~~has a mortgage loan, which had an outstanding aggregate principal amount of ~~shopping centers that are either owned or, with respect~~$519.7 million at March 31, 2020. The loan facility will mature on March 9, 2021, subject to ~~certain shopping centers, operated under long-term ground leases that expire~~3 one-year extensions at ~~various dates through 2033. The Company determines if an arrangement is a lease at inception.~~

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement dateborrowers’ option based on ~~the present value of lease payments over the term~~certain conditions of the ~~lease. As most~~agreement. At March 31, 2020, the interest rate of the Company’s ~~leases do not include an implicit~~mortgage loan was 3.8% per annum. The interest rate ~~the Company used its incremental borrowing rate based~~ on the ~~information available at~~mortgage loan is equal to the ~~commencement date~~one-month LIBOR plus a spread of 3.14% per annum as of March 31, 2020, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the ~~standard in determining~~third extension option. Application of voluntary prepayments will cause the ~~present value~~weighted-average interest rate spread to increase over time.

As of lease payments. For each lease, the Company utilized a market-based approach to estimate the incremental borrowing rate (“IBRs”), which required significant judgment. The Company estimated base IBRs based on an analysis of (i) yields on comparable companies, (ii) observable mortgage rates and (iii) unlevered property yields and discount rates. The Company applied adjustments to the base IBRs to account for full collateralization and lease term. Operating lease ROU assets also include any lease payments made. The Company has options to extend certain of the ground leases; however, these options were not considered as part of the lease term when calculating the lease liability as they were not reasonably certain to be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

~~Operating lease ROU assets and operating lease liabilities are in the Company’s consolidated balance sheet as follows (in thousands):~~

Operating lease expenses, including straight-line expense, are included in Operating and Maintenance Expense for the Company’s ground leases and aggregated $0.1 million and $0.2 million for the three and six months ended June 30, 2019, respectively. Supplemental information related to leases was as follows:

~~As determined under FASB Accounting Standards Codification (“ASC”) 840,~~ ~~Leases~~, the scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions for such premises, and the scheduled minimum rental payments under the terms of all non-cancelable operating leases, principally ground leases, in whichMarch 31, 2020, the Company was in compliance with all provisions of the ~~lessee as of December 31, 2018, were as follows (in thousands):~~

~~As determined under Topic 842, maturities of lease liabilities were as follows for~~loan agreements, and the ~~12-month periods ending June 30, (in thousands):~~

~~Space~~Company believes that it would have qualified to exercise the loan’s initial extension option in the ~~shopping centers is leased~~event the extension option had been exercisable at March 31, 2020. The Company expects to ~~tenants pursuant to~~be in compliance with all provisions of the loan agreements ~~that provide for terms generally ranging from one month to 30 years and for rents which, in some cases, are subject to upward adjustments based~~ on ~~operating expense levels, sales volume or contractual increases as defined~~the initial extension date. As of the date of issuance of the interim consolidated financial statements, in the ~~lease agreements.~~event that amounts remain outstanding on the loan’s maturity date, management’s intent is to exercise the initial extension option upon maturity.

The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases or option extensions, as determined under Topic 842 for such premises for the 12-month periods ending June 30, were as follows (in thousands):

The Company maintains a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”). The Revolving Credit Agreement provides for borrowings of up to $30.0 million. Borrowings under the Revolving Credit Agreement may be used by the Company for general corporate purposes and working capital. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% per annum depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% per annum depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio.

The Revolving Credit Agreement matures on the earliest to occur of (i) March 9, 2021, (ii) the date on which the External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of SITE Centers ceases to be the “Service Provider” under the External Management Agreement as a result of assignment or operation of law or otherwise and (iv) the date on which the principal amount outstanding under the Company’s mortgage loan is repaid or ~~refinanced (Note 7).~~

The Company’s obligations under the Revolving Credit Agreement are guaranteed by SITE Centers in favor of PNC. In consideration thereof, on July 2, 2018, the Company entered into a guaranty fee and reimbursement letter agreement with SITE Centers pursuant to which the Company has agreed to pay to SITE Centers the following amounts: (i) an annual guaranty commitment fee of 0.20% of the aggregate commitments under the Revolving Credit Agreement, (ii) for all times other than those referenced in clause (iii) below, when any amounts are outstanding under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of

outstanding letters of credit and (iii) in the event SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty (credit facility guaranty fee) and the Company fails to reimburse SITE Centers for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest which will accrue from the date of such payment by SITE Centers until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%. refinanced.

At ~~June 30, 2019,~~March 31, 2020, there were no0 amounts outstanding under the Revolving Credit Agreement.

On March 11, 2019, certain wholly-owned subsidiaries of the Company entered into a mortgage loan with an initial aggregate principal amount of $900 million. Substantially all proceeds from the mortgage loan were used to refinance and prepay all amounts outstanding under the Company’s February 2018 mortgage loan in the original aggregate principal amount of $1.35 billion. The outstanding aggregate principal amount of the mortgage loan was $774.9 million at June 30, 2019. The borrowers’ obligations are evidenced by promissory notes which are secured by, among other things: (i) mortgages encumbering the borrowers’ properties located in the continental U.S. (which comprise substantially all of the Company’s properties located in the continental U.S.) and Plaza Del Sol located in Bayamon, Puerto Rico (collectively, the “Mortgaged Properties”); (ii) a pledge of the equity of the Company’s subsidiaries that own each of the Company’s properties located in Puerto Rico (collectively, the “Pledged Properties”) and a pledge of related rents and other cash flows, insurance proceeds and condemnation awards; and (iii) a pledge of any reserves and accounts of any borrower.

The loan facility will mature on March 9, 2021, subject to three one-year extensions at borrowers’ option based on certain conditions of the agreement. The initial weighted-average interest rate applicable to the notes is equal to one-month LIBOR plus a spread of 2.30% per annum, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the third extension option. Application of voluntary prepayments as described below will cause the weighted-average interest rate to increase over time. At June 30, 2019, the interest rate of the Company’s mortgage loan was 4.9%.

The loan facility is structured as an interest only loan throughout the initial two-year term and any exercised extension options. As a result, so long as the borrowers maintain a minimum debt yield of 10% with respect to the Mortgaged Properties and no event of default exists, any property cash flows available following payment of debt service and funding of certain required reserve accounts (including reserves for payment of real estate taxes, insurance premiums, ground rents, tenant improvements and capital expenditures), will be available to the borrowers to pay operating expenses and for other general corporate purposes. The debt yield with respect to the Mortgages Properties was 13.6% as of June 30, 2019.

Subject to certain conditions described in the mortgage loan agreement, the borrowers may prepay principal amounts outstanding under the loan facility in whole or in part by providing (i) advance notice of prepayment to the lenders and (ii) remitting the prepayment premium described in the mortgage loan agreement. No prepayment premium is required with respect to any prepayments made after April 9, 2020. Additionally, no prepayment premium will apply to prepayments made in connection with permitted property sales. Each Mortgaged Property has a portion of the original principal amount of the mortgage loan allocated to it. The amount of proceeds from the sale of an individual Mortgaged Property required to be applied towards prepayment of the notes (i.e., the property’s “release price”), will depend upon the principal amount of the mortgage loan allocated to it and the debt yield at the time of the sale. All proceeds for the sales of Pledged Properties other than Plaza Del Sol are required to be applied towards prepayment of the notes.

Voluntary prepayments made by the borrowers will be applied to tranches of notes (i) absent an event of default, in descending order of seniority (i.e., such prepayments will first be applied to the most senior tranches of notes) and (ii) following any event of default, in such order as the loan servicer determines in its sole discretion. As a result, the Company expects that the weighted average interest rate of the notes will increase during the term of the loan facility.

~~In connection with the refinancing, the Company incurred $20.2 million of aggregate financing~~ costs which included a $1.8 million debt financing fee paid to SITE Centers. This refinancing was treated as a loan modification versus a debt extinguishment pursuant to the applicable accounting guidance. As a result, only the portion of the financing costs incurred related to the new lender group was capitalized. The remaining financing costs not capitalized as a loan cost were recorded as debt extinguishment costs in the

~~consolidated statement of operations along with the write-off of an allocation of the related unamortized deferred financing costs aggregating $12.7~~ ~~million.~~

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments:

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

The fair market value of debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value and is classified as Level 3 in the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The carrying amount of debt was ~~$752.4~~$505.8 million and ~~$967.6~~$655.8 million at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The fair value of debt was ~~$794.7~~$524.8 million and ~~$1,016.1~~$682.2 million at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

In March 2018, the Company entered into an interest rate cap in connection with entering into the mortgage loan, which was terminated with the new mortgage financing (Note 7). At December 31, 2018, the notional amount of the interest rate cap was $1.0 billion. The fair value of the interest rate cap was $1.2 million at December 31, 2018, and was included in Other Assets. In March 2019, in connection with the mortgage refinancing, the Company received $0.3 million upon final settlement.

In 2017, Hurricane Maria made landfall in Puerto Rico. At ~~June 30, 2019,~~the time of the hurricane, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA. One of the 12 assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged in Hurricane Maria. At June 30, 2019, three anchor tenants and a few other tenants totaling 0.3 million square feet were open for business approximating 58% of Plaza Palma Real’s Company-owned GLA. The other 11 assetsGLA, which sustained varying degrees of ~~damage, consisting primarily of roof and HVAC system damage and water intrusion. Although some of~~damage. In August 2019, the ~~tenant spaces remain untenantable,~~Company reached a ~~majority of the Company’s leased space that was open prior to the storm was open for business by mid 2018.~~

~~The Company has engaged various consultants to assist~~settlement with ~~the damage scoping assessment. The Company continues to work with~~ its consultants to finalize the scope and schedule of work to be performed. Restoration work is underway at all of the shopping centers, including Plaza Palma Real. The Company anticipates that the repair and restoration work will be substantially complete by early 2020 and all of the interior work will be complete by the end of 2020. The timing and schedule of additional repair work to be completed are highly dependent upon any changes in the scope of work, the availability of building materials, supplies and skilled labor and the timing and amount of proceeds recovered under the Company’s insurance claims.

~~that the~~ Company’s ~~cost to repair the damages sustained may substantially exceed the amount the Company is ultimately able to recover from the insurer.~~

~~As of June 30, 2019, the estimated net book value of the property written off for damage~~claims relating to the ~~Company’s~~hurricane damage. The Company continued to own these Puerto Rico assets ~~was $78.8 million. However,~~at March 31, 2020.

The property damage settlement proceeds are reflected in the Company’s consolidated balance sheet as Restricted Cash and will be disbursed to the Company ~~continues to assess~~in accordance with the ~~impact~~terms of the ~~hurricane on its properties, and~~Company’s mortgage financing upon the ~~final net book value write-offs could vary significantly from this estimate. Any changes to this estimate will be recorded in the periods in which they are determined.~~

The Company’s Property Insurance Receivable was $29.4 million at December 31, 2018. The December 31, 2018 balance represented the estimated insurance recoveries related to the net book value of the property damage written off, as well as other expenses, as the Company believed it was probablelender’s satisfaction that the insurance recovery, net of the deductible, would exceed the net book value of the damaged property. Hurricane Property Insurance Income on the Company’s Statement of Operations for the three and six months ended June 30, 2019 includes $4.0 million resulting from the excess payments made by the insurer over the $78.8 million of the estimated net book value written off.all necessary restoration work has been completed. The Company ~~received $33.8 million of the $83.9 million during the six months ended June 30, 2019, toward its property insurance claim.~~

The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration. For the three months ended June 30, 2019 and June 30, 2018, rental revenues of $1.2 million and $2.8 million, respectively, and for the six months ended June 30, 2019 and June 30, 2018, rental revenues of $2.8 million and $6.6 million, respectively, were not recorded ~~because of lost tenant revenue attributable to Hurricane Maria that has been partially defrayed by insurance proceeds. The Company will record~~ revenue for covered business interruption in the period it ~~determines that~~determined it iswas probable it ~~will~~would be compensated and all the applicable contingencies with the insurance company ~~have~~had been resolved. ~~This income recognition criteria will likely result in business interruption~~The Company recorded insurance proceeds ~~being recorded in a period subsequent to the period that the Company experiences lost revenue from the damaged properties. For the three months ended June 30, 2019 and June 30, 2018, the Company~~ received insurance proceeds of approximately $2.0 million and $3.1 million, respectively, and for the six months ended June 30, 2019 and June 30, 2018, the Company received insurance proceeds of approximately $2.0 million and $5.1 million, respectively, related to business interruption claims, which is recordedas Business Interruption Income on the Company’s ~~combined and~~ consolidated statements of ~~operations as Business Interruption Income.~~

Pursuant to the terms of the Separation and Distribution Agreement in connection with the separation from SITE Centers, SITE Centers will be entitled to property damage insurance claim proceeds for unreimbursed restoration costs incurred through June 30, 2018, as well as business interruption losses for the same period. Business interruption proceeds will continue to be recorded to revenue in the period that it is determined to attribute them to post-separation claim activity and all applicable contingencies with the insurer have been resolved. operations.

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Impairment charges were recorded on assets based on the difference between the carrying value of the assets and the estimated fair market value. These impairments primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process.

The valuation of impaired real estate assets ~~and investments~~ is determined using widely accepted valuation techniques including ~~discounted cash flow analysis on the expected cash flows of each asset, as well as the~~actual sales negotiations and bona fide purchase offers received from third parties, an income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, ~~actual sales negotiations and bona fide purchase offers received from third parties.~~as well as discounted cash flow analysis on the expected cash flows of each asset. In general, the Company considers multiple valuation techniques when measuring fair value of real estate. However, in certain circumstances, a single valuation technique may be appropriate.

For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. These valuation adjustments were calculated based on market

conditions and assumptions made by SITE Centers or the Company at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the ~~Company’s impairment charges on nonfinancial assets~~fair value of real estate that ~~were~~was impaired and therefore measured on a ~~fair-value~~fair value basis, along with the related impairment charge, for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions).

	Fair Value Measurements								Fair Value Measurements
	Level 1	Level 2	Level 3		Total		Total Impairment Charges		Level 1		Level 2		Level 3		Total		Total Impairment Charges
March 31, 2020
Long-lived assets held and used									$	—	$	—	$	117.5	$	117.5	$	15.9
June 30, 2019			$	47.1	$	47.1	$	13.2

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value of non-recurring items (in millions):

Quantitative Information about Level 3 Fair Value Measurements

Description

Fair Value at June 30, 2019

Valuation Technique

Unobservable Inputs

Range

Fair Value at March 31, 2020

Valuation Technique

Unobservable Inputs

Range

Impairment of assets

47.1

Income Capitalization

Approach

Market Capitalization

Rate

8.1%-9.1%

Long-lived assets held and used

97.3

Income Capitalization

Approach

Market Capitalization

Rate

9.9%-12.3%

20.2

Indicative Bid^(A)

N/A

The following table presents fees and other amounts charged by SITE Centers (in thousands):

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2019

2018

2019

2018

The Company

RVI Predecessor

The Company

RVI Predecessor

Management fees^(A)
$
2,999

$
3,462

$
5,995

$
6,819

Asset management fees ^(B)

2,820

—

5,640

—

Leasing commissions^(C)

673

982

1,445

982

Insurance premiums^(D)

—

1,047

—

2,084

Maintenance services and other^(E)

377

518

755

1,085

Disposition fees^(F)

1,515

1,058

2,614

1,058

Credit facility guaranty and debt
refinancing fees^(G)

—

—

1,800

—

Legal fees^(H)

200

—

357

—

$
8,584

$
7,067

$
18,606

$
12,028

	Three Months
	Ended March 31,
	2020		2019
Property management fees^(A)	$	2,552	$	2,996
Asset management fees ^(B)		2,324		2,820
Leasing commissions^(C)		1,231		772
Maintenance services and other^(D)		341		378
Disposition fees^(E)		1,556		1,100
Credit facility guaranty and debt refinancing fees^(F)		—		1,800
Legal fees^(G)		93		157
	$	8,097	$	10,023

In April 2020, the Company entered into an agreement (the “Agreement”) with an affiliate of ~~June 30, 2019 and~~SITE Centers Corp., in order to address the impact of novel coronavirus on the level of property management fees beginning on July 1, 2020 through December 31, ~~2018, the Company had amounts payable to SITE Centers~~2020. For additional information, see Item 5. Other Information in Part II of ~~$33.8 million and $34.0 million, respectively. The amounts are included as Payables to SITE Centers~~this Quarterly Report on the consolidated balance sheets and primarily represent amounts owed to SITE Centers for restricted cash escrows held by the mortgage lender at the time of the Company’s separation from SITE Centers.Form 10-Q.

The following table provides the net ~~income~~loss and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding, and “diluted” EPS (in thousands, except per share amounts):

	Three Months		Six Months		Three Months
	Ended June 30,		Ended June 30,		Ended March 31,
	2019		2019		2020			2019
Numerators – Basic and Diluted
Net income attributable to common shareholders after allocation to participating securities	$	13,617	$	13,607
Net loss attributable to common shareholders after allocation to participating securities					$	(13,067	)	$	(10	)
Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		19,043		18,963		19,749			18,882
Income Per Share:
Basic and Diluted	$	0.72	$	0.72	$	(0.66	)	$	0.00

In ~~December 2018,~~November 2019, the Company declared a ~~2018~~ dividend on its common shares of ~~$1.30~~$2.05 per share that was paid in January 2020 in a combination of cash and the Company’s common shares, subject to a Puerto Rico withholding tax of 10%. The aggregate amount of cash paid to shareholders was limited to 20% of the total dividend paid. In connection with the ~~2018~~2019 dividend, in January ~~2019,~~2020, the Company issued ~~578,238~~763,884 common shares, based on the volume-weighted average trading price of ~~$29.8547~~$36.7839 per share, and paid ~~$6.7~~$11.0 million in cash, which included the Puerto Rico withholding tax.

The Company has ~~two~~2 reportable operating segments: continental U.S. and Puerto Rico. The table below presents information about the Company’s reportable operating segments (in thousands):

	Three Months Ended June 30, 2019												Three Months Ended March 31, 2020
	Continental U.S.			Puerto Rico			Other			Total			Continental U.S.			Puerto Rico			Other			Total
The Company
Lease revenue and other property revenue	$	35,071		$	25,814					$	60,885		$	24,955		$	25,414					$	50,369
Rental operation expenses		(10,114	)		(7,456	)					(17,570	)		(8,277	)		(8,504	)					(16,781	)
Net operating income		24,957			18,358						43,315			16,678			16,910						33,588
Property and asset management fees														(2,418	)		(2,458	)					(4,876	)
Impairment charges		(7,110	)								(7,110	)		(15,910	)								(15,910	)
Hurricane property insurance income (loss), net					3,814						3,814
Depreciation and amortization		(11,794	)		(6,584	)					(18,378	)		(9,230	)		(7,240	)					(16,470	)
Unallocated expenses^(A)							$	(20,650	)		(20,650	)							$	(12,000	)		(12,000	)
Gain on disposition of real estate, net		12,946									12,946			2,674									2,674
Income before tax expense										$	13,937
Loss before tax expense																						$	(12,994	)

As of March 31, 2020:
Total gross real estate assets													$	760,385		$	1,082,915					$	1,843,300

Three Months Ended June 30, 2018

Continental U.S.

Puerto Rico

Other

Total

RVI Predecessor

Lease revenue and other property revenue
$
52,298

$
26,676

$
78,974

Rental operation expenses

(15,115
)

(7,093
)

(22,208
)
Net operating income

37,183

19,583

56,766

Impairment charges

(15,060
)

(15,060
)
Hurricane property insurance income (loss), net

(187
)

(187
)
Depreciation and amortization

(17,680
)

(6,392
)

(24,072
)
Unallocated expenses^(A)

$
(56,300
)

(56,300
)
Gain on disposition of real estate, net

13,096

13,096

Loss before tax expense

$
(25,757
)

Six Months Ended June 30, 2019

Continental U.S.

Puerto Rico

Other

Total

The Company

Lease revenue and other property revenue
$
72,063

$
50,433

$
122,496

Rental operation expenses

(20,967
)

(14,615
)

(35,582
)
Net operating income

51,096

35,818

86,914

Impairment charges

(13,200
)

(13,200
)
Hurricane property insurance income (loss), net

3,631

3,631

Depreciation and amortization

(24,395
)

(13,338
)

(37,733
)
Unallocated expenses^(A)

$
(56,675
)

(56,675
)
Gain on disposition of real estate, net

31,165

31,165

Income before tax expense

$
14,102

As of June 30, 2019:

Total gross real estate assets
$
1,120,461

$
1,068,103

$
2,188,564

	Six Months Ended June 30, 2018												Three Months Ended March 31, 2019
	Continental U.S.			Puerto Rico			Other			Total			Continental U.S.			Puerto Rico			Other			Total
RVI Predecessor
Lease revenue and other property revenue	$	103,264		$	51,970						155,234		$	36,992		$	24,619					$	61,611
Rental operation expenses		(30,228	)		(13,951	)					(44,179	)		(10,853	)		(7,159	)					(18,012	)
Net operating income		73,036			38,019						111,055			26,139			17,460						43,599
Property and asset management fees														(3,223	)		(2,593	)					(5,816	)
Impairment charges		(48,680	)								(48,680	)		(6,090	)								(6,090	)
Hurricane property insurance income (loss), net					(868	)					(868	)
Hurricane property insurance loss																	(183	)					(183	)
Depreciation and amortization		(37,339	)		(12,805	)					(50,144	)		(12,600	)		(6,755	)					(19,355	)
Unallocated expenses^(A)							$	(194,405	)		(194,405	)							$	(30,209	)		(30,209	)
Gain on disposition of real estate, net		13,096									13,096			18,219									18,219
Loss before tax expense										$	(169,946	)
Income before tax expense																						$	165

As of June 30, 2018:
As of March 31, 2019:
Total gross real estate assets	$	1,731,614		$	988,430					$	2,720,044		$	1,309,226		$	1,051,944					$	2,361,170

~~Restricted cash~~In March 2020, the World Health Organization categorized the novel coronavirus (“COVID-19”) as a pandemic, and it continues to spread throughout the United States and other countries across the world. Federal, state and local governments have taken various actions including the issuance of ~~$48.5 million generated~~stay-at-home orders, social distancing guidelines and ordering the temporary closure of non-essential businesses, including many of the Company’s tenants to limit the spread of COVID-19. Accordingly, many of the Company’s tenants have adjusted, reduced or suspended operating activities.

The Company has received numerous requests for rent relief including deferment of the payment of rent or rent reductions beginning with April 2020 rent. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussions is expected to vary from ~~one asset sale~~tenant to tenant, the Company expects that it may enter into rent‑deferral arrangements with some tenants, including smaller local operators, whose operations have been significantly impacted by COVID-19. In addition, in ~~June 2019 was used~~an effort to ~~repay mortgage debt~~maintain the Company’s liquidity position, the pandemic has created an uncertainty with respect to the timing and ability of the Company to execute the disposition portion of its business plan. Beginning in ~~July 2019.~~March 2020, many prospective purchasers have delayed or suspended their acquisition activities. A decrease in the expected level of pricing for the Company’s assets could also result in the recognition of impairment charges. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) (NYSE: RVI) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, as well as other publicly available information.

RVI is an Ohio company formed in December 2017 that, as of ~~June 30, 2019,~~March 31, 2020, owned and operated a portfolio of 3126 assets, composed of 1914 continental U.S. assets and 12 assets in Puerto Rico. These properties consisted of retail shopping centers composed of 1210.2 million square feet of Company-owned gross leasable area (“GLA”) and were located in 1210 states and Puerto Rico. The Company’s continental U.S. ~~assets comprised 59%~~properties and ~~the properties in~~ Puerto Rico properties each comprised ~~41%~~approximately 50% of its total consolidated revenue for the ~~six~~three months ended June 30, 2019. The Company’s centers have a diverse tenant base that includes national retailers such as Walmart/Sam’s Club, Bed, Bath & Beyond, the TJX Companies (T.J. Maxx, Marshalls and HomeGoods), Best Buy, Gap, PetSmart, Ross Stores, Kohl’s, Dick’s Sporting Goods and Michaels.March 31, 2020. At ~~June 30, 2019,~~March 31, 2020, the aggregate occupancy of the Company’s shopping center portfolio was ~~87.7%~~86.7%, and the average annualized base rent per occupied square foot was $15.76. Prior to the Company’s separation on July 1, 2018, the Company was a wholly-owned subsidiary of SITE Centers Corp., formerly known as DDR Corp. (“SITE Centers” or the “Parent Company”).$15.65.

Unless otherwise expressly stated or the context otherwise requires, in the case of information as of dates or for periods prior to the Company’s separation from SITE Centers, references to the “Company” and the “RVI Predecessor” refer to the combined and consolidated entities of SITE Centers that owned the assets comprising the Company’s portfolio as of July 1, 2018, assuming that such entities owned only the assets comprising the Company’s portfolio as of July 1, 2018.

In order to consummate the Company’s separation from SITE Centers, on July 1, 2018, the Company and SITE Centers entered into a separation and distribution agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers agreed to transfer properties and certain related assets, liabilities and obligations to RVI and to distribute 100% of the outstanding common shares of RVI to holders of record of SITE Centers’ common shares as of the close of business on June 26, 2018, the record date. On July 1, 2018, the separation date, holders of SITE Centers’ common shares received one common share of RVI for every ten shares of SITE Centers’ common stock held on the record date. In connection with the separation, SITE Centers retained 1,000 shares of RVI’s series A preferred stock (the “RVI Preferred Shares”) having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset sales.

In March 2019, the Company entered into a mortgage loan in the aggregate principal amount of $900 million in order to refinance and prepay all amounts outstanding under its February 2018 mortgage loan, which had an original principal balance of $1.35 billion. The Company incurred costs of $20.2 million in connection with the financing, which included a $1.8 million debt financing fee paid to SITE Centers. EXECUTIVE SUMMARY

The Company expects to focus on realizing value in its portfolio through operations and sales of its assets. The Company primarily intends to use net asset sale proceeds first to repay mortgage debt, second to make distributions on account of the RVI Preferred Shares, up to the preference amount, and third to make ~~distribution~~distributions to holders of the Company’s common shares. In addition, pursuant to the Separation and Distribution Agreement, and subject to maintaining its status as a Real Estate Investment Trust (“REIT”), the Company has agreed to repay to SITE Centers certain cash balances held in restricted accounts on the separation date in connection with the original mortgage loan. The Company has agreed to pay these amounts ($33.8 million as of June 30, 2019) to SITE Centers as soon as reasonably possible out of its operating cash flow but in no event later than March 31, 2020.

From January 1, ~~2019~~2020 through ~~June 30, 2019,~~March 31, 2020, the Company sold the following assets (in thousands):

Date Sold

Property Name

City, State

Total Owned GLA

Gross
Sales Price

2/8/19

Millenia Plaza

Orlando, FL

412

$
56,400

2/27/19

Homestead Pavilion - TD Bank outparcel

Homestead, FL

4

4,091

3/1/19

West Allis Center - Chick-Fil-A outparcel

Milwaukee, WI

5

2,211

3/4/19

Lowe's Home Improvement

Hendersonville, TN

129

16,058

3/26/19

Midway Marketplace

St. Paul, MN

324

31,210

4/5/19

Mariner Square

Spring Hill, FL

194

17,000

5/23/19

Shoppers World of Brookfield

Brookfield, WI

203

19,450

5/31/19

Homestead Pavilion

Homestead, FL

295

62,250

6/13/19

Beaver Creek Crossings

Apex, NC

321

52,750

1,887

$
261,420

Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
1/15/20	Newnan Crossing (Excluding Lowe's parcel)	Newnan, GA		92	$	11,600
2/19/20	Hamilton Commons	Mays Landing, NJ		403		60,000
2/26/20	Tucson Spectrum	Tucson, AZ		717		84,000
				1,212	$	155,600

In March 2020, the World Health Organization categorized the novel coronavirus (“COVID-19”) as a pandemic, and it continues to spread throughout the United States and other countries across the world. To limit the spread of COVID-19, federal, state and local governments have taken various actions including the issuance of stay-at-home orders, social distancing guidelines and ordering the temporary closure of non-essential businesses, including many of the Company’s tenants. Accordingly, many of the Company’s tenants have adjusted, reduced or suspended operating activities. In addition, SITE Centers, the Company’s manager, closed all of its offices in March 2020 and successfully transitioned to working remotely. The ultimate impact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time. For further discussion see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in this section and Item 1A. Risk Factors in Part II of this Quarterly Report.

The Company ~~is party to~~entered into an external management agreement (the “External Management Agreement”), with SITE Centers Corp. (“SITE Centers”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which SITE Centers serves as the Company’s manager. The Company does not have any employees. In general, either the Company or SITE Centers may terminate these management agreements on ~~December 31, 2019,~~June 30, 2020, or at the end of any six-month renewal period thereafter.

Pursuant to the External Management Agreement, the Company pays SITE Centers and certain of its subsidiaries a monthly asset management fee in an aggregate amount of 0.5% per annum of the gross asset value of the Company’s properties (calculated in accordance with the terms of the External Management Agreement). The External Management Agreement also provides for the reimbursement of certain expenses incurred by SITE Centers in connection with the services it provides to the Company along with the payment of transaction-based fees to SITE Centers in the event of any debt financings or change of control transactions.

Pursuant to the property management agreements, the Company pays SITE Centers and certain of its subsidiaries a monthly property management fee in an aggregate amount of 3.5% and 5.5% of the gross revenue (as calculated in accordance with the terms of the property management agreements) of the Company’s continental U.S. properties and the Puerto Rico properties, ~~respectively,~~respectively.

As a result of the impact of COVID-19 on property revenues, the Company has agreed to pay an affiliate of SITE Centers a ~~monthly basis.~~supplemental fee for the six-month period ending December 31, 2020 (see Item 5. Other information in Part II of this Quarterly Report on Form 10-Q). The property management agreements also provide for the payment to SITE Centers of certain leasing commissions and ~~financing fees and~~ a disposition fee of 1% of the gross ~~sale~~sales price of each asset sold by the Company.

Where used, references to “Comparable Portfolio Properties” reflect shopping center properties owned as of ~~June 30, 2019.~~March 31, 2020.

Six Months

Ended June 30,

2019

2018

$ Change

The Company

RVI Predecessor

Rental income^(A)

$
120,445

$
149,825

$
(29,380
)
Business interruption income^(B)

2,000

5,100

(3,100
)
Other income

51

309

(258
)
Total revenues^{(C), (D)}

$
122,496

$
155,234

$
(32,738
)

	Three Months
	Ended March 31,
	2020		2019		$ Change
Rental income^(A)	$	50,330	$	61,570	$	(11,240	)
Other income		39		41		(2	)
Total revenues^(B)(C)	$	50,369	$	61,611	$	(11,242	)

~~The following tables summarize the key components of the 2019 rental income as compared to 2018:~~

	Six Months							Three Months
	Ended June 30,							Ended March 31,
Contractual Lease Payments	2019		2018		$ Change			2020			2019			$ Change
	The Company		RVI Predecessor
Base and percentage rental income⁽¹⁾	$	86,340	$	104,837	$	(18,497	)	$	35,614		$	44,603		$	(8,989	)
Recoveries from tenants⁽²⁾		29,081		37,345		(8,264	)		12,896			14,949			(2,053	)
Lease termination fees and ancillary rental income		4,752		7,643		(2,891	)		2,678			2,167			511
Bad debt⁽³⁾		272	N/A			272			(858	)		(149	)		(709	)
Total contractual lease payments	$	120,445	$	149,825	$	(29,380	)	$	50,330		$	61,570		$	(11,240	)

	Shopping Center Portfolio June 30,
	2019			2018			Shopping Center Portfolio March 31,
	The Company			RVI Predecessor			2020			2019
Centers owned	31			48			26			35
Aggregate occupancy rate		87.7	%		89.5	%		86.7	%		88.4	%
Average annualized base rent per occupied square foot	$	15.76		$	15.30		$	15.65		$	15.63

The decrease in ~~base and percentage rental income primarily is due to~~ the ~~disposition of assets as noted in (D) below. The decrease in the~~continental U.S. occupancy rate primarily was due to ~~asset dispositions~~disposition of higher occupancy properties and a combination of ~~anchor store~~ tenant expirations and tenant bankruptcies.

	2019 vs. 2018			2020 vs. 2019
	$ Change			$ Change
Continental U.S.	$	(31.2	)	$	(12.0	)
Puerto Rico		(1.5	)		0.8
	$	(32.7	)	$	(11.2	)

	2019 vs. 2018			2020 vs. 2019
	$ Change			$ Change
Comparable Portfolio Properties	$	(5.1	)	$	(1.0	)
Disposition of shopping centers		(27.6	)		(10.2	)
	$	(32.7	)	$	(11.2	)

The decrease in Total Revenues for the Comparable Portfolio Properties primarily was due to the impact of COVID-19. The Company recorded reductions in straight-line rent as well as the aforementioned increase in bad debt for credit risk tenants.

Three Months

Ended June 30,

2019

2018

$ Change

The Company

RVI Predecessor

Operating and maintenance

$
10,401

$
12,531

$
(2,130
)
Real estate taxes

7,169

9,677

(2,508
)
Property and asset management fees

5,819

3,462

2,357

Impairment charges

7,110

15,060

(7,950
)
Hurricane property insurance (income) loss, net

(3,814
)

187

(4,001
)
General and administrative

1,058

4,484

(3,426
)
Depreciation and amortization

18,378

24,072

(5,694
)

$
46,121

$
69,473

$
(23,352
)

	Six Months
	Ended June 30,									Three Months
		2019			2018		$ Change			Ended March 31,
		The Company			RVI Predecessor					2020		2019		$ Change
Operating and maintenance^(A)		$	20,903		$	24,608	$	(3,705	)	$	11,062	$	10,502	$	560
Real estate taxes^(A)			14,679			19,571		(4,892	)		5,719		7,510		(1,791	)
Property and asset management fees			11,635			6,819		4,816			4,876		5,816		(940	)
Impairment charges^(B)			13,200			48,680		(35,480	)		15,910		6,090		9,820
Hurricane property insurance (income) loss, net^(C)			(3,631	)		868		(4,499	)
General and administrative^(D)			1,943			7,638		(5,695	)
Depreciation and amortization^(E)			37,733			50,144		(12,411	)
Hurricane property insurance loss, net											—		183		(183	)
General and administrative^(C)											1,077		885		192
Depreciation and amortization^(D)											16,470		19,355		(2,885	)
		$	96,462		$	158,328	$	(61,866	)	$	55,114	$	50,341	$	4,773

	2019 vs. 2018 $ Change						2020 vs. 2019 $ Change
	Operating and Maintenance			Real Estate Taxes			Operating and Maintenance			Real Estate Taxes
Continental U.S.	$	(5.0	)	$	(4.9	)	$	(0.7	)	$	(1.8	)
Puerto Rico		1.3		—				1.3		—
	$	(3.7	)	$	(4.9	)	$	0.6		$	(1.8	)

	2019 vs. 2018 $ Change						2020 vs. 2019 $ Change
	Operating and Maintenance			Real Estate Taxes			Operating and Maintenance			Real Estate Taxes
Comparable Portfolio Properties	$	(0.1	)	$	(0.9	)	$	1.5		$	(0.3	)
Disposition of shopping centers		(3.6	)		(4.0	)		(0.9	)		(1.5	)
	$	(3.7	)	$	(4.9	)	$	0.6		$	(1.8	)

The ~~decrease~~increase in ~~real estate taxes~~Operating and Maintenance for the Comparable Portfolio Properties iswas primarily a result of ~~the adoption of Topic 842.~~increased property insurance premiums.

Three Months

Ended June 30,

2019

2018

$ Change

The Company

RVI Predecessor

Interest expense

$
(10,846
)

$
(18,144
)

$
7,298

Debt extinguishment costs

(2,927
)

(1,970
)

(957
)
Transaction costs

—

(28,240
)

28,240

Gain on disposition of real estate, net

12,946

13,096

(150
)
Tax expense

(320
)

(4,082
)

3,762

$
(1,147
)

$
(39,340
)

$
38,193

Six Months

Ended June 30,

2019

2018

$ Change

The Company

RVI Predecessor

Interest expense^(A)

$
(24,820
)

$
(37,584
)

$
12,764

Debt extinguishment costs^(B)

(17,409
)

(109,036
)

91,627

Transaction costs^(C)

(18
)

(33,325
)

33,307

Other income (expense), net

(850
)

(3
)

(847
)
Gain on disposition of real estate, net^(D)

31,165

13,096

18,069

Tax expense

(495
)

(4,210
)

3,715

$
(12,427
)

$
(171,062
)

$
158,635

	Three Months
	Ended March 31,
	2020			2019			$ Change
Interest expense, net^(A)	$	(7,292	)	$	(13,974	)	$	6,682
Debt extinguishment costs^(B)		(3,965	)		(14,482	)		10,517
Other expense, net		334			(868	)		1,202
Gain on disposition of real estate, net^(C)		2,674			18,219			(15,545	)
Tax expense		(73	)		(175	)		102
	$	(8,322	)	$	(11,280	)	$	2,958

Interest costs capitalized in conjunction with capital projects were ~~$0.6 million and $0.9~~$0.3 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019, ~~respectively, compared~~primarily related to ~~$0.1 million for the six months ended June 30, 2018. The change in the amount of interest costs capitalized is a result of the~~ restoration work in Puerto Rico.

The increase in net ~~income~~loss primarily iswas attributable to ~~lower~~the sale of assets and impairment charges ~~and~~partially offset by a decrease in debt extinguishment costs related to the debt refinancing in ~~2019 partially offset by the impact of asset sales.~~2019.

The Company believes that Funds from Operations, or FFO, and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

~~In December 2018, the National Association of Real Estate Investment Trusts (“NAREIT”) issued~~ ~~NAREIT Funds From Operations White Paper - 2018 Restatement~~ (the “2018 FFO White Paper”). The purpose of the 2018 FFO White Paper was not to change the fundamental definition of FFO but to clarify existing guidance and to consolidate into a single document, alerts and policy bulletins issued by NAREIT since the last FFO white paper was issued in 2002. The 2018 FFO White Paper was effective starting with first quarter 2019 reporting. The Company did not report any changes in the calculation of FFO in 2019 related to the clarification in the 2018 FFO White Paper.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, if any, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.

The Company believes that certain charges and income recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges and income to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges and gains that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, net hurricane-related

activity, transaction costs and other restructuring type costs. The disclosure of these charges and income is generally requested by users of the Company’s financial statements.

The adjustment for these charges and income may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges and income are non-recurring. These charges and income could be reasonably expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset’s performance and (iii) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.

The Company’s management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. The Company’s management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments or redevelopment activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income ~~computed~~(computed in accordance with ~~GAAP~~GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net ~~loss~~income (loss) and considered in addition to cash flows

determined in accordance with GAAP, as presented in its ~~combined and~~ consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net ~~loss~~income (loss) have been provided below.

	Six Months
	Ended June 30,								Three Months
	2019		2018			$ Change			Ended March 31,
	The Company		RVI Predecessor						2020		2019		$ Change
FFO	$	33,323	$	(89,204	)	$	122,527		$	16,622	$	7,190	$	9,432
Operating FFO		48,746		59,824			(11,078	)		20,253		24,348		(4,095	)

The increase in FFO primarily was a result of debt extinguishment charges ~~and transaction costs~~ incurred in 2019 in connection with the refinancing of the Company’s mortgage loan, ~~in 2018,~~ partially offset by the dilutive impact from the disposition of assets. The decrease in Operating FFO primarily was due to asset sales.

The Company’s reconciliation of net ~~income (loss)~~loss to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and income adjusted in the calculation of Operating FFO are non-recurring. These charges and income could reasonably be expected to recur in future results of operations.

	Three Months						Six Months						Three Months
	Ended June 30,						Ended June 30,						Ended March 31,
	2019			2018			2019			2018			2020			2019
	The Company			RVI Predecessor			The Company			RVI Predecessor
Net income (loss)	$	13,617		$	(29,839	)	$	13,607		$	(174,156	)
Net loss													$	(13,067	)	$	(10	)
Depreciation and amortization of real estate investments		18,352			23,673			37,681			49,365			16,453			19,329
Impairment of real estate assets		7,110			15,060			13,200			48,680			15,910			6,090
Gain on disposition of real estate		(12,946	)		(13,096	)		(31,165	)		(13,093	)		(2,674	)		(18,219	)
FFO		26,133			(4,202	)		33,323			(89,204	)		16,622			7,190
Hurricane activity, net^(A)		(4,662	)		(126	)		(2,854	)		2,338			—			1,808
Separation charges		—			1,138			—			1,138
Other expenses^(B)		2,927			33,401			18,277			145,552			3,631			15,350
Non-operating items, net		(1,735	)		34,413			15,423			149,028			3,631			17,158
Operating FFO	$	24,398		$	30,211		$	48,746		$	59,824		$	20,253		$	24,348

Three Months

Six Months

Ended June 30,

Ended June 30,

2019

2018

2019

2018

The Company

RVI Predecessor

The Company

RVI Predecessor

Lost tenant revenue
$
1,152

$
2,787

$
2,777

$
6,570

Business interruption income

(2,000
)

(3,100
)

(2,000
)

(5,100
)
Property insurance proceeds in excess
of receivable

(3,972
)

—

(3,972
)

—

Clean up costs and other uninsured
expenses

158

187

341

868

$
(4,662
)

$
(126
)

$
(2,854
)

$
2,338

	Three Months
	Ended March 31,
	2019
Lost tenant revenue	$	1,625
Clean up costs and other uninsured expenses		183
	$	1,808

	Three Months				Six Months				Three Months
	Ended June 30,				Ended June 30,				Ended March 31,
	2019		2018		2019		2018		2020			2019
	The Company		RVI Predecessor		The Company		RVI Predecessor
Transaction and other expenses	$	—	$	31.4	$	0.9	$	36.5
Transaction and other expenses, net									$	(0.4	)	$	0.9
Debt extinguishment costs		2.9		2.0		17.4		109.0		4.0			14.5
	$	2.9	$	33.4	$	18.3	$	145.5	$	3.6		$	15.4

The Company requires capital to fund its operating expenses, capital expenditures and investment activities. Absent the occurrence of an Amortization Period (as described below), the Company’s capital sources may include cash ~~on hand, cash~~ flow from operations, as well as availability under its Revolving Credit Agreement (as defined below).

Although the Company has experienced a reduction in timely collections of April 2020 rent and may experience delays in the execution of its disposition strategy as a result of the COVID-19 pandemic, the Company believes that it has sufficient liquidity and capital resources to operate its business. At March 31, 2020, the Company had an unrestricted cash balance of $92.4 million, restricted cash on deposit with its mortgage lender of $81.3 million and $30.0 million of availability under its Revolving Credit Agreement (subject to satisfaction of applicable borrowing conditions). Debt outstanding was ~~$774.9 million and $988.6~~$519.7 million at ~~June 30, 2019 and December~~March 31, ~~2018, respectively.~~2020. The Company’s mortgage loan generally requires ~~interest only payments. The~~interest-only payments subject to maintenance of a minimum debt yield and has an initial maturity date of March 2021 with three one-year extensions at the Company’s option based on satisfaction of certain conditions. Subject to the uncertain impact of COVID-19 on capital and transactions markets, the Company ~~intends~~expects to utilize net asset sale proceeds to repay the principal of the mortgage ~~loan. In July 2019,~~ loan ~~repayments of $48.5 million were made from the use of restricted cash. In addition,~~ and ~~subject to maintaining its status as a REIT, the Company has agreed to repay SITE Centers for certain cash held in restricted accounts at the time~~may utilize one or more of the ~~separation and other amounts as soon as reasonably possible out of the Company’s operating cash~~

flow but in no event later than March 31, 2020. The amount payable to SITE Centers was $33.8 million at June 30, 2019. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under the Revolving Credit Agreement, noloan’s existing extension options. No assurance can be provided that ~~its~~ obligations ~~including~~outstanding under the mortgage loan will be ~~refinanced~~repaid, extended or ~~repaid~~refinanced as currently anticipated.

On March 11, 2019, certain wholly-owned subsidiaries of the Company entered into a mortgage loan with an initial aggregate principal amount of $900 million. Substantially all proceeds from the mortgage loan were used to refinance and prepay all amounts outstanding under the Company’s February 2018 mortgage loan in the original aggregate principal amount of $1.35 billion. The borrowers’ obligations to pay principal, interest and other amounts under the new mortgage loan are evidenced by certain promissory notes executed by the borrowers, ~~which are~~ referred to collectively as the notes, which are secured by, among other things: (i) mortgages encumbering the borrowers’ properties located in the continental U.S. (which comprise substantially all of the Company’s properties located in the continental U.S.) and Plaza ~~Del~~del Sol located in Bayamon, Puerto Rico (collectively, the “Mortgaged Properties”); (ii) a pledge of the equity of the Company’s subsidiaries that own each of the Company’s properties located in Puerto Rico (collectively, the “Pledged Properties”) and a pledge of related rents and other cash flows, insurance proceeds and condemnation ~~awards;~~awards and (iii) a pledge of any reserves and accounts of any borrower. Subsequent to closing, the originating lenders placed the notes into a securitization trust that issued and sold mortgage-backed securities to investors.

As of March 31, 2020, the aggregate principal amount of the mortgage loan was $519.7 million. The loan facility will mature on March 9, 2021, subject to three one-year extensions at the borrowers’ option conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case of the second one-year extension option, evidence that the Debt Yield (as defined and calculated in accordance with the loan ~~agreement, but which is the ratio of net cash flow of the Mortgaged Properties to the outstanding principal amount of the loan facility)~~agreement) equals or exceeds 13% and (iii) in the case of the third one-year extension option, evidence that the Debt Yield equals or exceeds 14%.

~~The initial~~As of March 31, 2020, the weighted-average interest rate applicable to the notes iswas equal to one-month LIBOR plus a spread of ~~2.30%~~3.14% per annum, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the third extension option. The Borrowers are required to maintain an interest rate cap with respect to the principal amount of the notes having (i) during the initial two-year term of the loan, a LIBOR strike rate equal to 4.5% and (ii) with respect to any extension period, a LIBOR strike rate that would result in a debt service coverage ratio of 1.20x based on the Mortgaged Properties. Application of voluntary prepayments as described below will cause the weighted-average interest rate spread to increase over time. At March 31, 2020, the interest rate applicable to the mortgage loan was 3.8%.

The loan facility is structured as an interest only loan throughout the initial two-year term and any exercised extension options. As a result, so long as no Amortization Period (as described below) or event of default exists, any property cash flows available following payment of debt service and funding of certain required reserve accounts (including reserves for payment of real estate taxes, insurance premiums, ground rents, tenant improvements and capital expenditures), will be available to the borrowers to pay operating expenses and for other general corporate purposes. An Amortization Period will be deemed to commence in the event the borrowers fail to achieve a Debt Yield of 10.0% at the end of any fiscal quarter. The Debt Yield as of ~~June 30, 2019,~~March 31, 2020, was ~~approximately 13.6%~~14.1%. During the pendency of an Amortization Period, any property cash flows available following payment of debt service and the funding of certain reserve accounts (including the reserve accounts referenced above and additional reserves established for payment of approved operating expenses, SITE Centers management fees, certain public company costs, certain taxes and the minimum cash portion of required REIT distributions) shall be applied to the repayment of the notes. During an Amortization Period, cash flow from the borrowers’ operations will ~~only~~ be made available to the Company only to pay required REIT distributions in an amount equal to the minimum portion of required REIT distributions allowed by law to be paid in cash (currently 20%), with the remainder of required REIT distributions during an Amortization Period likely to be paid in common shares of the Company.

Subject to certain conditions described in the mortgage loan agreement, the borrowers may prepay principal amounts outstanding under the loan facility in whole or in part by providing (i) advance notice of prepayment to the lenders and (ii) remitting the prepayment premium described in the mortgage loan agreement. No prepayment premium is required with respect to any prepayments made after April 9, 2020. Additionally, no prepayment premium will apply to prepayments made in connection with permitted property sales. Each Mortgaged Property has a portion of the original principal amount of the mortgage loan allocated to it. The amount of proceeds from the sale of an individual Mortgaged Property required to be applied ~~towards~~toward prepayment of the notes (i.e., the property’s “release price”), will depend upon the Debt Yield at the time of the sale as follows:

To the extent the net cash proceeds from the sale of a Mortgaged Property that are applied to repay the mortgage loan exceed the amount specified in applicable clause (ii) above with respect to such property, the excess may be applied by the Company as a credit against the release price applicable to future sales of Mortgaged Properties.

Pledged Properties other than Plaza ~~Del~~del Sol do not have allocated loan amounts or, in general, minimum release prices; all proceeds from sales of Pledged Properties are required to be used to prepay the notes. Notwithstanding the foregoing, in order to obtain a release of all of the Pledged Properties (excluding Plaza ~~Del~~del Sol) in connection with a portfolio sale of all of the Pledged Properties, the loan facility requires a minimum release price equal to the greater of (i) $250 million and (ii) 100% of the net sale proceeds.

Voluntary prepayments made by the borrowers (including prepayments made with proceeds from asset sales and prepayments made with property cash flows following commencement of any Amortization Period) will be applied to tranches of notes (i) absent an event of default, in descending order of seniority (i.e., such prepayments will first be applied to the most senior tranches of notes) and (ii) following any event of default, in such order as the loan servicer determines in its sole discretion. As a result, the Company expects that the weighted-average interest rate ofspread applicable to the notes will increase during the term of the loan facility.

In the event of a default, the contract rate of interest on the notes will increase to the lesser of (i) the maximum rate allowed by law or (ii) the greater of (A) 4% above the interest rate otherwise applicable and (B) the Prime Rate (as defined in the mortgage loan) plus 1.0%. The notes contain other terms and provisions that are customary for instruments of this nature. In addition, the Company executed a certain environmental indemnity agreement and a certain guaranty agreement in favor of the lenders under which the Company agreed to indemnify the lenders for certain environmental risks and guarantee the borrowers’ obligations under the exceptions to the non-recourse provisions in the mortgage loan agreement. The mortgage loan agreement includes representations, warranties, affirmative and restrictive covenants and other provisions customary for agreements of this nature. The mortgage loan agreement also includes customary events of default, including, among others, principal and interest payment defaults and breaches of affirmative or negative covenants; the mortgage loan agreement does not contain any financial maintenance covenants. Upon the occurrence of an event of default, the lenders may avail themselves of various customary remedies under the loan agreement and other agreements executed in connection therewith or applicable law, including accelerating the loan facility and realizing on the real property collateral or pledged collateral.

In connection with the refinancing in March 2019, the Company incurred $12.7 million of aggregate debt extinguishment costs which includes the write off of unamortized deferred financing costs. See further discussion in Note 7, “Mortgage Indebtedness” of the Company’s combined and consolidated financial statements included herein.

In July 2018, the Company entered into a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”). The Revolving Credit Agreement provides for borrowings of up to $30.0 million. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio.

The Revolving Credit Agreement matures on the earliest to occur of (i) March 9, 2021, (ii) the date on which the External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of SITE Centers ceases to be the “Service Provider” under the External Management Agreement as a result of assignment or operation of law or otherwise and (iv) the date on which the principal amount outstanding under the Company’s $900 million mortgage loan is repaid or refinanced.

The Revolving Credit ~~Facility~~Agreement contains customary affirmative and negative covenants, including a requirement to maintain tangible net worth ~~requirement.~~of $500 million. Upon the occurrence of certain customary events of default, the Company’s obligations under the Revolving Credit Agreement may be accelerated and the lending commitments thereunder terminated. The Company may not borrow under the Revolving Credit Agreement, and a Default (as defined therein) occurs under the Revolving Credit Agreement if there is a “Default” under SITE Centers’ corporate credit facility with JPMorgan Chase Bank, N.A., SITE Centers’ corporate credit facility with Wells Fargo Bank, National Association or SITE Centers’ corporate credit facility with PNC. Additionally, the Company may not borrow under the Revolving Credit Agreement if there is a “Default” under the Revolving Credit Agreement or an “Event of Default” under

the Company’s $900 million mortgage loan, if the External Management Agreement is no longer in full force and effect or if the Company has delivered or received a notice of termination or a notice of default under the External Management Agreement.

The Company’s obligations under the Revolving Credit Agreement are guaranteed by SITE Centers in favor of PNC. In consideration thereof, the Company has agreed to pay to SITE Centers the following amounts: (i) an annual guaranty commitment fee of 0.20% of the aggregate commitments under the Revolving Credit Agreement, (ii) for all times other than those referenced in clause (iii) below, when any amounts are outstanding under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of outstanding letters of credit and (iii) in the event SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty and the Company fails to reimburse SITE Centers for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest, which will accrue from the date of such payment by SITE Centers until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%.

In connection with the Company’s separation from SITE Centers, the Company issued the RVI Preferred Shares to SITE Centers that are noncumulative and have no mandatory dividend rate. The RVI Preferred Shares rank, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company, senior in preference and priority to the Company’s common shares and any other class or series of the Company’s capital stock. Subject to the requirement that the Company distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for the Company to maintain its status as a REIT and to avoid U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceed $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are entitled to receive dividends only when, as and if declared by the Company’s Board of Directors, and the Company’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness. Upon payment to SITE Centers of aggregate dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for $1.00 per share.

Subject to the terms of any of the Company’s indebtedness and unless prohibited by Ohio law governing distributions to stockholders, the RVI Preferred Shares must be redeemed upon (i) the Company’s failure to maintain its status as a REIT, (ii) any failure by the Company to comply with the terms of the RVI Preferred Shares or (iii) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any person or entity, or any person or entity, directly or indirectly, becomes the beneficial owner of 40% or more of the Company’s common shares, measured by voting power. The RVI Preferred Shares also contain restrictions on the Company’s ability to invest in joint ventures, acquire assets or properties, develop or redevelop real estate or make loans or advances to third parties.

The Company may redeem the RVI Preferred Shares, or any part thereof, at any time at a price payable per share calculated by dividing the number of RVI Preferred Shares outstanding on the redemption date into the difference of (x) $200 million minus (y) the aggregate amount of dividends previously distributed on the RVI Preferred Shares to be redeemed. As of ~~July 31, 2019,~~April 30, 2020, no dividends have been paid on the RVI Preferred Shares.

The Company’s 2018 dividend was paid on January 25, 2019 and the Company’s 2019 dividend was paid on January 8, 2020, in each case in a combination of cash and the Company’s common shares. See Note ~~12,~~8, “Earnings Per Share,” of the Company’s ~~combined and~~ consolidated financial statements included herein.

Distributions of Puerto Rico sourced net taxable income to Company shareholders are subject to a 10% Puerto Rico withholding tax. In 2018, the Company entered into a closing agreement with the Puerto Rico Department of Treasury which provides that the Company will be exempt from Puerto Rico income taxes so long as it qualifies as a REIT in the U.S. and distributes at least 90% of its

Puerto Rico net taxable income to its shareholders every year. As such, in late 2018 and 2019 the Company’s Board of Directors declared common share dividends, subject to a 10% withholding tax, on account of taxable income generated in Puerto Rico in those years. The amount of each dividend is expected to exceed the amount of REIT taxable income generated by the Company in the applicable year. Accordingly, federal income taxes were not incurred by the REIT.

The Company anticipates making distributions to holders of its common shares to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income and excise tax (other than with respect to operations conducted through the Company’s TRS). U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. The Company also anticipates making future distributions to holders of its common shares in order to satisfy the requirements of its closing agreement with the Puerto Rico Department of Treasury in order to be exempt from Puerto Rico income taxes. Although the Company expects to declare and pay distributions on or around the end of each calendar year, the Company’s Board of Directors will evaluate its dividend policy ~~regularly.~~regularly particularly in light of the current and potential impacts of COVID-19.

To the extent that cash available for future distributions is less than the Company’s REIT taxable income or its taxable income generated in Puerto Rico, or if amortization requirements commence with respect to the terms of the mortgage loan, or if the Company determines it is advisable for other reasons, the Company may make a portion of its distributions in the form of common shares, and any such distribution of common shares may be taxable as a dividend to shareholders. The Company may also distribute debt or other securities in the future, which also may be taxable as a dividend to shareholders.

Any distributions the Company makes to its shareholders will be at the discretion of the Company’s Board of Directors and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses (including management fees and other obligations owing to SITE Centers), repayments of restricted cash balances to SITE Centers in connection with the mortgage loan and other expenditures and the terms of the mortgage financing and the limitations set forth in the mortgage loan agreements. Distributions will also be impacted by the pace and success of the Company’s property disposition strategy. As a result of the terms of the mortgage financing, the Company anticipates that the majority of distributions of sales proceeds to be made to shareholders will not occur until after the mortgage loan has been repaid or refinanced. Furthermore, subject to the Company’s ability to make distributions to the holders of the Company’s common shares in amounts necessary to maintain its status as a REIT and to avoid payment of U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on the Company’s capital stock, at any time up to the preference amount. Subsequent to the payment of dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for an aggregate amount of $1.00 per share. Due to the dividend preference of the RVI Preferred Shares, distributions of sales proceeds to holders of common shares are unlikely to occur until after aggregate dividends have been paid on the RVI Preferred Shares in an amount equal to the maximum preference amount. At this time, the Company cannot predict when or if it will declare dividends to the holders of RVI Preferred Shares and when or if such dividends, if paid, will equal the maximum preference amount.

For the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company sold ~~seven~~three shopping centers ~~and two outparcels~~ aggregating ~~1.9~~1.2 million square feet, for an aggregate sales price of ~~$261.4~~$155.6 million and net proceeds prior to debt repayment of $146.8 million.

The Company expects that its core business of leasing space to well capitalized tenants will continue to generate consistent and predictable cash flow after expenses and interest payments. As discussed above, in general, the Company intends to utilize net asset sale proceeds to: first, repay its mortgage loan and any other indebtedness (including any amounts owed to SITE Centers); second, make distributions on account of the RVI Preferred Shares up to the maximum preference amount and third, make distributions to holders of the Company’s common shares.

	Six Months
	Ended June 30,						Three Months
	2019			2018			Ended March 31,
	The Company			RVI Predecessor			2020			2019
Cash flow provided by operating activities	$	41,577		$	28,832		$	15,223		$	11,524
Cash flow provided by investing activities		231,652			100,079			140,672			93,720
Cash flow used for financing activities		(232,591	)		(41,843	)		(165,554	)		(107,327	)

Changes in cash flow compared to the prior comparable period are described as ~~follows (in thousands):~~ follows:

Operating Activities:Cash provided by operating activities increased ~~$12.7~~$3.7 million primarily due to reduction in ~~Parent Company allocated expenses, partially~~interest expense and costs incurred with the March 2019 debt refinancing offset by ~~lower~~a decrease in income ~~related~~due to ~~property dispositions.~~asset sales.

Investing Activities: Cash provided by investing activities increased ~~$131.6~~$47.0 million primarily due to ~~increase in proceeds from dispositions of real estate of $147.0 million, partially offset by an increase in real estate asset improvements of $28.9~~the following:

Financing Activities: Cash used for financing activities increased by ~~$190.7~~$58.2 million primarily due to ~~a $221.7 million increase in debt repayments, net of issuances and issuance costs.~~the following:

At ~~June 30, 2019,~~March 31, 2020, the Company’s capitalization consisted of ~~$774.9~~$519.7 million of mortgage debt, $190.0 million of ~~preferred shares~~RVI Preferred Shares and ~~$662.7~~$242.7 million of market equity (market equity is defined as common shares outstanding multiplied by ~~$34.80,~~$12.25, the closing price of the Company’s common shares on the New York Stock Exchange ~~on June 28, 2019, the last trading day of June)~~at March 31, 2020), resulting in a debt to total market capitalization ratio of ~~0.48~~0.55 to ~~1.0.~~1.0, as compared to the ratio of 0.53 to 1.0 at March 31, 2019. The closing price of the Company’s shares on the New York Stock Exchange was $31.17 at March 29, 2019, the last trading day of March.

The Company had aggregate outstanding mortgage indebtedness of ~~$774.9~~$519.7 million at ~~June 30, 2019~~March 31, 2020 with a maturity of March 2021, subject to three one-year extension options. In addition, the Company has two long-term ground leases in which it is the lessee.

In connection with the separation from SITE Centers, on July 1, 2018, the Company and SITE Centers entered into the Separation and Distribution Agreement, pursuant to which, among other things, SITE Centers transferred properties and certain related assets, liabilities and obligations to the Company and distributed 100% of the outstanding common shares to holders of record of SITE Centers’ common shares as of the close of business on June 26, 2018, the record date. In connection with the separation from SITE Centers, SITE Centers retained the RVI Preferred Shares, which have an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by the Company asset sales.

Pursuant to the terms of the Separation and Distribution Agreement, the Company is obligated to repay SITE Centers for certain cash balances held in restricted cash accounts on the separation date in connection with the Company’s mortgage loan and for certain other amounts. The Company is obligated to repay these amounts to SITE Centers as soon as reasonably possible out of its operating cash flow but in no event later than March 31, 2020. At June 30, 2019, the amount of this obligation totaled $33.8 million and is included in the line item Payable to SITE Centers on the Company’s consolidated balance sheet.

On July 2, 2018, SITE Centers provided an unconditional guaranty to PNC with respect to any obligations outstanding from time to time under the Company’s Revolving Credit Agreement. In connection with this arrangement, the Company has agreed to pay to SITE Centers a guaranty commitment fee of 0.20% per annum on the committed amount of the Revolving Credit Agreement and a fee equal to 5.00% per annum on any amounts drawn by the Company under the Revolving Credit Agreement. In the event SITE Centers pays any of the Company’s obligations on the Revolving Credit Agreement and the Company fails to reimburse such amount within three business days, the guaranty provides for default interest that accrues at a rate equal to the sum of the LIBOR rate plus 8.50% per annum.

The Company has entered into agreements with general contractors related to its shopping centers having aggregatecommitments of approximately ~~$19.5~~$10.2 million at ~~June 30, 2019.~~March 31, 2020. These obligations, composed principally of construction contracts for the repair of the Puerto Rico properties, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash ~~flow and recoveries on the Company’s property insurance claim.~~flow. These contracts typically can be changed or terminated without penalty.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At ~~June 30, 2019,~~March 31, 2020, the Company had purchase order obligations, typically payable

within one year, aggregating approximately $0.7 million related to the maintenance of its properties and general and administrative expenses.

In 2017, Hurricane Maria made landfall in Puerto Rico and the Company’s 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA, were significantly impacted. ~~One of~~In August 2019, the ~~assets (Plaza Palma Real, consisting of approximately 0.4 million square feet of Company-owned GLA) was severely damaged. At June 30, 2019, three anchor tenants~~Company reached a settlement with its insurer with respect to the Company’s claims related to the hurricane. The property damage settlement proceeds are reflected in the Company’s consolidated balance sheet as Restricted Cash and a few other tenants totaling 0.3 million square feet were open for business approximating 58% of Plaza Palma Real’s Company-owned GLA. The other 11 assets sustained varying degrees of damage, consisting primarily of roof, HVAC system damage and water intrusion. Although some ofwill be disbursed to the ~~tenant spaces remain untenantable, a majority~~Company in accordance with the terms of the Company’s ~~leased space that was open prior to~~mortgage financing.

As of March 31, 2020, the ~~storm was open for business~~Company had expended $116 million in connection with repairing property damage caused by ~~mid 2018.~~

the hurricane. The Company ~~has engaged various consultants~~believes the insurance settlement proceeds received will be sufficient to ~~assist with the damage scoping assessment and~~complete its restoration ~~work. Restoration work is underway at all of the shopping centers, including Plaza Palma Real.~~efforts. The Company anticipates that the repair and restoration work will be substantially complete ~~by early 2020 and all of~~in the ~~interior work being complete by the end~~second half of 2020. The timing and schedule of additional repair work to be completed are highly dependent upon any changes in the scope of work, the availability of building materials, supplies and skilled ~~labor and the timing and amount of recoveries under the Company’s insurance policies.~~

The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. The Company’s insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately$5.5 million. The Company estimates its aggregate property insurance claim, which includes costs to repair and rebuild, will approximate $183 million, of which $83.9 million had been paid through June 30, 2019, by the insurer. This estimated claim amount excludes damage to the stores of certain continental U.S.-based anchor tenants who maintain their own property insurance on their Company-owned premises and are expected to make the required repairs to their stores at their own expense.labor. In addition, the ~~Company estimates its business interruption claim, which includes costs to clean up and mitigate tenant losses, as well as lost revenue, estimated through June 30, 2019, to~~timing of completing the remaining repair work could be ~~approximately $38 million, of which $24.3 million has been paid through June 30, 2019~~delayed by orders made by the ~~insurer. Of the total amount paid, $15.1 million was received between October 2017 and June 30, 2018 and allocated only~~Puerto Rico government related to SITE Centers, $7.2 million was received in the third and fourth quarters of 2018 and allocated between the Company and SITE Centers based upon the period of loss to which the payments related and $2.0 million was received in the second quarter of 2019 and allocated only to the Company. These claim estimates are subject to change as the Company continues to assess the costs to repair damage. The Company’s ability to repair its properties,both stay-at-home directives and the ~~cost~~temporary closure of ~~such repairs, could be negatively impacted by circumstances and events beyond the Company’s control, such~~non-essential businesses as access to building materials, changes in the scope of work to be performed and the timing and amount of insurance claim proceeds. Therefore, there can be no assurance that the Company’s estimates of property damage and lost rental revenue are accurate. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carrier to obtain the maximum amount of insurance recovery provided under the policies. The insurer has reserved its rights with respect to certain aspects of coverage, and it is possible that the Company’s cost to repair the damages sustained may substantially exceed the amount the Company is ultimately able to recover from the insurer. The Company can give no assurances as to the amount of such recovery, the timing of payments or the resolutiona result of the ~~claims.~~

The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration. For the three and six months ended June 30, 2019, rental revenues of $1.2 million and $2.8 million, respectively, were not recorded because of lost tenant revenue attributable to Hurricane Maria that has been partially defrayed by insurance proceeds. The Company will record revenue for covered business interruption claims in the period it determines that it is probable it will be compensated. As such, there could be a delay between the rental period and the recording of revenue. The amount of any future lost revenue depends on when properties are fully available for tenants’ re-occupancy which, in turn, is highly dependent upon the timing and progress of repairs. For the six months ending June 30, 2019, the Company received $2.0 million of insurance proceeds related to business interruption claims. The Company expects to make claims in future periods for lost revenue. However, there can be no assurance that insurance claims will be resolved favorably to the Company or in a timely manner.

See further discussion in Item 1A., “Risk Factors–Damages Sustained on Account of Hurricane Maria May Exceed Insurance Recoveries,” in the Company’s Annual Report on 10-K for the year ended December 31, 2018 and Note 9, “Commitments and Contingencies,” of the Company’s combined and consolidated financial statements included herein. Note that pursuant to the terms of the Separation and Distribution Agreement, SITE Centers will be entitled to receive property damage claim proceeds to the extent it incurred unreimbursed repair costs prior to July 1, 2018 and business interruption claim proceeds to the extent it sustained revenue losses prior to that date. Business interruption proceeds will continue to be recorded to revenue in the period that it is determined that the Company will be compensated.COVID-19 pandemic.

Most of the Company’s long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive additional rental income from escalation clauses that generally increase rental rates during the terms of the leases and/or percentage rentals based on tenants’ gross sales. Such escalations are determined by negotiation, increases in the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than 10 years, permitting the Company to seek increased rents at market rates upon renewal. Most of the Company’s leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from inflation.

~~Despite recent tenant bankruptcies~~Portfolio Composition and ~~increasing e-commerce distribution,~~Retail Environment. Though leasing prospects are heavily dependent on local conditions, in general, the Company ~~believes there is healthy tenant demand for quality locations within well-positioned shopping centers. Further, the Company continues~~continued to see modest demand from ~~a broad range of~~ tenants for its continental U.S. space ~~particularly~~during January and February of 2020 before uncertainty and tenant concern around the COVID-19 pandemic caused a slow-down in ~~the off-price sector, which the Company believes is a reflection of increasingly value-oriented consumers.~~lease activity in March 2020. The ~~RVI Portfolio~~Company’s portfolio has a diversified tenant base, with only ~~four~~three tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized revenues at ~~June 30, 2019 Walmart/~~March 31, 2020 (Walmart/Sam’s Club at ~~5.4%,~~6.5%; Bed Bath & Beyond, which includes Bed Bath & Beyond ~~Cost Plus World Market~~ and Christmas Tree Shops, at ~~3.5%, TJX Companies, which includes T.J. Maxx, Marshalls~~3.2% and ~~HomeGoods~~PetSmart at ~~3.0% and Petsmart at 3.0%~~3.1%). Other significant tenants include TJX Companies (T.J. Maxx, Marshalls and HomeGoods) and Best Buy, ~~and Ross Stores, both~~all of which have relatively strong ~~credit ratings, remain well-capitalized and~~financial positions, have outperformed other retail categories on a relative basis over ~~time. The Company expects~~time and we believe remain well capitalized. Historically, these tenants tohave provided a stable revenue base, and we believe that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. Moreover, the majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus ~~toward~~on value, convenience and ~~convenience,~~service, which the Company believes will enable many of its tenants to succeed ~~even in~~under a ~~challenging~~variety of economic ~~environment. Property revenues are generally derived from tenants with good credit profiles under long-term leases, with very little reliance on overage rents generated by tenant sales performance.~~conditions. The Company recognizes the risks posed by ~~the economy,~~current economic conditions but believes that the ~~general~~ diversity of its properties and the credit quality of its tenant base should enable it to ~~successfully~~ navigate through a potentially challenging ~~retail~~economic environment.

The retail sector continues to be affected by increasing competition, including the impact of e-commerce. These dynamics are expected to continue to lead to store downsizing, closures and tenant bankruptcies. In some cases, the loss of a weaker tenant or downsizing of space creates a value-add opportunity such as re-leasing space to a stronger retailer. The loss of a tenant or downsizing of space can adversely affect the Company (see Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

~~The Company believes that its shopping center portfolio is generally high quality, as evidenced by the occupancy rates and in the average annualized base rent per occupied square foot.~~ The shopping center portfolio’s occupancy was ~~87.7%~~86.7% and ~~89.3%~~88.4% at ~~June 30,~~March 31, 2020 and 2019, ~~and December 31, 2018,~~ respectively. The net decrease in the rate primarily was attributed to ~~asset dispositions~~the sale of assets having higher occupancy rates and a combination of ~~anchor store~~ tenant ~~expirations and tenant bankruptcies.~~expirations. The total portfolio average annualized base rent per occupied square foot was ~~$15.76~~$15.65 at ~~June 30, 2019,~~March 31, 2020, as compared to ~~$15.45~~$15.63 at ~~December~~March 31, ~~2018.~~2019.

At ~~June 30, 2019,~~March 31, 2020, the Company owned 12 assets on the island of Puerto Rico aggregating 4.4 million square feet, representing ~~37%~~43% of Company-owned GLA and approximately ~~41%~~50% of both the Company’s total consolidated revenue and the Company’s total consolidated revenue less operating expenses (i.e., net operating income) for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The Company believes that the tenants at its Puerto Rico assets (many of which are high-quality continental U.S. retailers, such as Walmart/Sam’s Club and the TJX Companies (T.J. Maxx and Marshalls)) typically cater to the local consumer’s desire for value, convenience and day-to-day necessities. Nevertheless, there is continued concern about the strength of the Puerto Rican economy, the ability of the government of Puerto Rico to meet its financial obligations and the impact of the territory’s ongoing bankruptcy and debt restructuring process on the economy of Puerto Rico. The impact of Hurricane Maria in Puerto Rico further exacerbated ~~the~~these concerns. See ~~Note 9, “Commitments and Contingencies,” to~~Item

1A. “Risk Factors– Geographic Concentration of the Company’s ~~combined~~Properties Makes It Vulnerable to Natural Disasters, Extreme Weather Conditions and ~~consolidated financial statements included herein~~Climate Change. An Uninsured Loss or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to a Loss of Capital and ~~Item 1A., “Risk Factors–The Company is Subject to Risks Relating to the Puerto Rico Economy and Government,~~Revenue” in the Company’s Annual Report on ~~Form~~ 10-K for the year ended December 31, ~~2018.~~ 2019.

The retail sector continues to be affected by increasing competition, including the impact of e-commerce. These dynamics are expected to continue to lead to tenant bankruptcies, closures and store downsizing. Some conventional department stores and national chains have announced bankruptcies, store closures and/or reduced expansion plans in recent years leading to a smaller overall number of tenants requiring large store formats. The loss of a tenant or downsizing of space can adversely affect the Company. See Item 1A. “Risk Factors – The Economic Performance and Value of the Company’s Shopping Centers Depend on Many Factors, Each of Which Could Have an Adverse Impact on the Company’s Cash Flows and Operating Results” in the Company’s Annual Report on 10-K for the year ended December 31, 2019.

In addition to the impacts of increased competition, e-commerce and adverse conditions in Puerto Rico, beginning in March 2020, the retail sector has been significantly impacted by the outbreak of COVID-19. Though the impact of COVID-19 on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants have experienced a drastic reduction in sales and foot traffic and many tenants have been forced to limit their operations or close their businesses for a period of time. As monthly rents are generally due from tenants at the beginning of each month, the outbreak of COVID-19 had a relatively minimal impact on the Company’s collection of March 2020 rents, but it has had a significant impact on collection of April 2020 rents. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussions is expected to vary from tenant to tenant, the Company expects that it may enter into rent-deferral arrangements with some tenants, including smaller local operators, whose operations have been significantly impacted by COVID-19. It is also unclear to what extent, if any, the Company or its tenants will be able to mitigate the impact of COVID-19 on their operations through business interruption insurance coverage.

While the Company is unable to forecast the resolution of tenant relief and abatement claims, the degree to which similar requests and claims may be made by tenants in subsequent months or the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic, the Company expects that its results of operations will be adversely impacted by the outbreak and its impact on the economy. Additionally, the outbreak of the COVID-19 pandemic has resulted in a slow-down in the volume of new leasing activity and in delivery and rent commencement with respect to newly-leased space, and may ultimately lead to tenant closures and bankruptcies which may further adversely impact the Company’s results of operations in the future.

Disposition Outlook. In addition to its goal of maximizing cash flow from property operations, the Company seeks to realize profits through the regular sale of assets to a variety of buyers. The market upon which this aspect of the business plan relies ~~is currently~~has recently been characterized as liquid but fragmented, with a wide range of generally small, non-institutional investors. While some investors do not require debt financing, many seek to capitalize on leveraged returns using mortgage financing at interest rates well below the initial asset-level returns implied by disposition prices. In addition to small, often local buyers, the Company also plans to transact with mid-sized institutional investors, some of which are domestic and foreign publicly traded companies. Many larger domestic institutions, such as pension funds and insurance companies that were traditionally large buyers of retail real estate assets, have generally become less active participants in retail transaction markets over the last several years. Lower participation of institutions and a generally smaller overall buyer pool has resulted in some level of pressure on asset prices, particularly for larger properties, though this impact remains highly heterogeneous and varies widely by market and specific assets. Asset prices for retail real estate in Puerto Rico remain highly uncertain due to lack of transaction activity since Hurricane Maria.

The recent outbreak of COVID-19 has created uncertainty with respect to the timing and ability of the Company to execute the disposition portion of its business plan. Beginning in March 2020, many prospective purchasers have delayed or suspended their acquisition activities due to, among other factors, the uncertainty of tenant operations and the availability and terms of financing. Purchasers’ expectations with respect to economic returns from future investments in retail real estate may also be impacted by uncertainties caused by COVID-19. Although the Company believes that the outbreak of COVID-19 may have an adverse effect on the timing and pricing of disposition activity, the Company is currently unable to predict the magnitude of such impact.

For additional risks relating to the outbreak of COVID-19, see Item 1A. Risk Factors in Part II of this Quarterly Report on Form 10-Q.

New Accounting Standards are more fully described in Note ~~3, “Summary~~1, “Nature of ~~Significant Accounting Policies,~~Business and Financial Statement Presentation,” to the Company’s ~~combined and~~ consolidated financial statements.

MD&A should be read in conjunction with the Company’s ~~combined and~~ consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s ~~combined and~~ consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements.For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking ~~statements (see~~statements. See Item 1A.~~, “Risk~~ Risk Factors” in the Company’s Annual Report on ~~Form~~ 10-K for the year ended December 31, ~~2018).~~2019 and of this Quarterly Report on Form 10-Q. The impact of the COVID-19 may also exacerbate the risks discussed therein and herein, any of which could have a material effect of the Company.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

The Company’s primary market risk exposure is interest rate risk. At ~~June 30,~~March 31, 2020 and 2019, ~~and December 31, 2018,~~ the Company’s outstanding indebtedness was composed of all variable-rate debt. At ~~June 30,~~March 31, 2020, the Company’s carrying value of the variable-rate debt was $505.8 million and its fair value was $524.8 million. At December 31, 2019, the Company’s carrying value of the variable-rate debt was ~~$752.4~~$655.8 million and its fair value was ~~$794.7 million. At December 31, 2018, the Company’s carrying value of the variable-rate debt was $967.6 million and its fair value was $1,016.1~~$682.2 million. If interest rates were to increase by 1.00%, or 100 basis-points, the fair value of the debt would be ~~$794.0~~$524.6 million and ~~$1,014.6~~$681.9 million at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The sensitivity to changes in interest rates of the Company’s variable-rate debt was determined using a valuation model based upon factors that measure the net present value of such obligations that arise from the hypothetical estimate as discussed above. A 100 basis-point

increase in short-term market interest rates on variable-rate debt at ~~June 30, 2019,~~March 31, 2020, would result in an increase in interest expense of approximately ~~$3.9~~$1.3 million for the ~~six-month~~three-month period ended ~~June 30, 2019.~~March 31, 2020.

The Company intends to use proceeds from asset sales to repay its indebtedness and, to the extent permitted by the mortgage loan, for general corporate purposes including distributions to the Company’s preferred and common shareholders. To the extent the Company was to incur variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.

The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of ~~June 30, 2019,~~March 31, 2020, the Company had no other material exposure to market risk.

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of ~~our~~the Company’s disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of ~~the end of the period covered by this Quarterly Report on Form 10-Q~~March 31, 2020, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of ~~the end of such period~~March 31, 2020, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

For the three months ended ~~June 30, 2019,~~March 31, 2020, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~None.~~Reference is made to Part 1, Item 1A. “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The risk factor set forth below updates, and should be read together with, such risk factors. Furthermore, the impact of COVID-19 may also exacerbate the risks discussed therein, any of which could have a material effect on the Company.

The Recent Outbreak of a Novel Coronavirus (COVID-19) Has Had, and Will Likely Continue to Have, a Significant Impact on the Company and its Tenants’ Businesses.

The Company’s business and the businesses of its tenants have been, and are likely to continue to be, significantly impacted by the recent outbreak of a novel coronavirus (COVID-19) and the public perception of and reaction to the related risks. Beginning in March 2020, the outbreak of COVID-19 has resulted in the closure of many tenant businesses and has substantially reduced foot traffic to other tenant businesses. Such events have adversely impacted many tenants’ sales and operations and may adversely affect their ability to finance their businesses and satisfy their obligations, including rent owed to the Company. The Company has received a substantial number of tenant requests for rent relief and claims for abatement with respect to monthly rent for April 2020 and beyond, and the Company’s results of operations are likely to be adversely impacted as a result thereof. The timing of tenant store re-openings and resumption of normalized business activity levels remains uncertain and may be adversely impacted by disruptions in inventory supply chains from local and international suppliers, staffing challengesand the public’s perception of continued health risks relating to COVID-19. Furthermore, the outbreak of COVID-19 may cause prospective tenants to abandon or delay new store growth plans or choose to lease fewer spaces, which could lead to a decline in leasing volume and diminished demand and rents for the Company’s properties. Such events may also increase the risk of delays in completing tenant build-outs, delivering space to new tenants and achieving rent commencement dates with respect to recently executed leases. Additionally, the impacts of COVID-19 may cause one or more existing tenants to file for bankruptcy protection. The Company may not be able to recover any amounts from insurance carriers in order to mitigate the impact of lost tenant revenues.

Moreover, the outbreak of COVID-19 has significantly limited the ability of the employees of the Company’s manager to access the manager’s offices and properties, which could adversely impact the manager’s ability to manage the Company’s properties and complete other operating and administrative functions that are important to the Company’s business. Efforts by the employees of the Company’s manager to work remotely could also expose the Company to additional risks, such as increased cybersecurity risk.

In addition to the impacts and uncertainties listed above, the outbreak of COVID-19 could result in other companies and funds invested in commercial real estate assets curtailing or abandoning planned acquisition or development activity, which in turn could adversely impact the Company’s ability to market its remaining properties for sale and the level of pricing and demand for such properties by potential buyers. A decrease in the expected level of pricing for the Company’s assets could also result in the recognition of impairment charges. Furthermore, the outbreak of COVID-19 could continue to negatively affect global capital markets, which, in turn, could negatively affect the Company’s ability, and the ability of potential buyers of real estate assets, to obtain necessary financing on favorable terms, or at all.

Any of the foregoing risks, or related risks that the Company is unable to predict due to changing circumstances relating to COVID-19, could have a material adverse effect on the Company’s business, results of operations and financial condition.

(a)

(b)

(c)

(d)

Total
Number of
Shares
Purchased⁽¹⁾

Average
Price Paid
per Share

Total Number
of Shares Purchased
as Part of
Publicly Announced
Plans or Programs

Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
Be Purchased Under
the Plans or Programs

April 1–30, 2019

15

$
31.17

—

—

May 1–31, 2019

—

—

—

—

June 1–30, 2019

—

—

—

—

Total

15

$
31.17

—

—

On April 29, 2020, the Company entered into an agreement (the “Agreement”) with JDN Development Company, an affiliate of SITE Centers, in order to address the impact of COVID-19 on the level of property management fees payable to affiliates of SITE Centers (collectively, the “Manager”) beginning on July 1, 2020. Pursuant to the terms of the existing property management agreements between affiliates of the Company and the Manager, the property management fee is determined on each July 1 and January 1 based on gross revenues received at the Company’s properties during the three-month period immediately preceding such determination date. In order to offset the impact of reduced property collections during the three-month period preceding July 1, 2020 on the property management fee, the Agreement provides that beginning on July 1, 2020, the Company will pay JDN Development Company a monthly supplemental fee in an amount equal to (i) the average monthly property management fee paid during 2019 with respect to the properties owned by the Company and its subsidiaries as of April 1, 2020 (which amount is $789,126) minus (ii) the monthly property management fee determined on July 1, 2020 for the remaining six months of 2020 in accordance with the existing property management agreements. The foregoing description of the Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, (ii) ~~Combined and~~ Consolidated Statements of Operations and Other Comprehensive ~~Income (Loss)~~Loss for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iii) ~~Combined and~~ Consolidated Statements of Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ (iv) ~~Combined and~~ Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ and (v) Notes to Condensed ~~Combined and~~ Consolidated Financial Statements.

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.

Ohio		82-4182996
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share	RVI	New York Stock Exchange

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements -– Unaudited
	Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	2
	~~Combined and~~ Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	3
	~~Combined and~~ Consolidated Statements of ~~Operations and Comprehensive Loss~~Equity for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	4
	~~Combined and~~ Consolidated Statements of ~~Equity~~Cash Flows for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019	5
	~~Combined and Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018~~	6
	Notes to Condensed ~~Combined and~~ Consolidated Financial Statements	76
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1913
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3628
Item 4.	Controls and Procedures	3728

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3829
Item 1A.	Risk Factors	3829
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3829
Item 3.	Defaults Upon Senior Securities	3830
Item 4.	Mine Safety Disclosures	3830
Item 5.	Other Information	3830
Item 6.	Exhibits	3931

SIGNATURES		4032

	RVI Predecessor Equity
RVI Predecessor
Balance, December 31, 2017	$	1,090,464
Net transactions with SITE Centers		(27,031	)
Net loss		(144,317	)
Balance, March 31, 2018		919,116
Net transactions with SITE Centers		(199,969	)
Net loss		(29,839	)
Balance, June 30, 2018	$	689,308

	June 30, 2019
Weighted-Average Remaining Lease Term	11.7 years
Weighted-Average Discount Rate		6.6	%
Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands)	$	202

Year	Minimum Rental Revenues		Minimum Rental Payments
2019	$	169,109	$	405
2020		143,736		414
2021		118,947		423
2022		92,495		433
2023		65,225		217
Thereafter		195,610		2,806
	$	785,122	$	4,698

Year	June 30,
2020	$	409
2021		419
2022		428
2023		325
2024		223
Thereafter		2,693
Total lease payments		4,497
Less imputed interest		(1,554	)
Total	$	2,943

Year Ending	June 30,
2020	$	152,278
2021		129,984
2022		106,832
2023		80,752
2024		56,708
Thereafter		201,418
Total	$	727,972

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
	The Company		RVI Predecessor		The Company		RVI Predecessor
Management fees^(A)	$	2,999	$	3,462	$	5,995	$	6,819
Asset management fees ^(B)		2,820		—		5,640		—
Leasing commissions^(C)		673		982		1,445		982
Insurance premiums^(D)		—		1,047		—		2,084
Maintenance services and other^(E)		377		518		755		1,085
Disposition fees^(F)		1,515		1,058		2,614		1,058
Credit facility guaranty and debt refinancing fees^(G)		—		—		1,800		—
Legal fees^(H)		200		—		357		—
	$	8,584	$	7,067	$	18,606	$	12,028

	Three Months Ended June 30, 2018
	Continental U.S.			Puerto Rico			Other			Total
RVI Predecessor
Lease revenue and other property revenue	$	52,298		$	26,676					$	78,974
Rental operation expenses		(15,115	)		(7,093	)					(22,208	)
Net operating income		37,183			19,583						56,766
Impairment charges		(15,060	)								(15,060	)
Hurricane property insurance income (loss), net					(187	)					(187	)
Depreciation and amortization		(17,680	)		(6,392	)					(24,072	)
Unallocated expenses^(A)							$	(56,300	)		(56,300	)
Gain on disposition of real estate, net		13,096									13,096
Loss before tax expense										$	(25,757	)

	Six Months Ended June 30, 2019
	Continental U.S.			Puerto Rico			Other			Total
The Company
Lease revenue and other property revenue	$	72,063		$	50,433					$	122,496
Rental operation expenses		(20,967	)		(14,615	)					(35,582	)
Net operating income		51,096			35,818						86,914
Impairment charges		(13,200	)								(13,200	)
Hurricane property insurance income (loss), net					3,631						3,631
Depreciation and amortization		(24,395	)		(13,338	)					(37,733	)
Unallocated expenses^(A)							$	(56,675	)		(56,675	)
Gain on disposition of real estate, net		31,165									31,165
Income before tax expense										$	14,102

As of June 30, 2019:
Total gross real estate assets	$	1,120,461		$	1,068,103					$	2,188,564

	Continental U.S. March 31,						Puerto Rico March 31,
	2020			2019			2020			2019
Centers owned	14			23			12			12
Aggregate occupancy rate		89.3	%		91.0	%		83.3	%		83.3	%
Average annualized base rent per occupied square foot	$	13.00		$	13.55		$	19.85		$	20.59

	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1–30, 2019		15	$	31.17		—		—
May 1–31, 2019		—		—		—		—
June 1–30, 2019		—		—		—		—
Total		15	$	31.17		—		—

10.1		Agreement dated April 29, 2020 between Retail Value Inc. and JDN Development Company²

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934²

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934²

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002 ^1,2

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^1,²

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document²

101.SCH		XBRL Taxonomy Extension Schema Document²

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document²

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document²

101.LAB		XBRL Taxonomy Extension Label Linkbase Document²

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document²

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, has been formatted in Inline XBRL.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company