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 ~~April 30,~~October 29, 2021, the registrant had ~~21,083,252~~21,117,150 shares of common stock, $0.10 par value per share, outstanding.

	March 31, 2021			December 31, 2020			September 30, 2021			December 31, 2020
Assets
Land	$	397,024		$	397,699		$	10,442		$	106,708
Buildings		1,030,973			1,031,886			99,141			421,401
Fixtures and tenant improvements		131,780			134,335			22,755			68,795
		1,559,777			1,563,920			132,338			596,904
Less: Accumulated depreciation		(602,879	)		(593,691	)		(67,377	)		(253,565	)
		956,898			970,229			64,961			343,339
Construction in progress		1,887			1,515			2,341			321
Total real estate assets, net		958,785			971,744			67,302			343,660
Cash and cash equivalents		72,741			56,849			460,949			56,849
Restricted cash		63,557			115,939			0			115,939
Accounts receivable		22,053			25,302			7,960			15,007
Other assets, net		23,188			26,042			9,063			15,219
Assets related to discontinued operations								0			649,202
Real estate assets and other assets held for sale								240,682			0
	$	1,140,324		$	1,195,876		$	785,956		$	1,195,876
Liabilities and Equity
Mortgage indebtedness, net	$	294,069		$	344,485		$	0		$	258,795
Accounts payable and other liabilities		34,239			38,603			17,433			25,848
Dividends payable		0			23,002			0			23,002
Liabilities related to discontinued operations								0			98,445
Liabilities held for sale								4,698			0
Total liabilities		328,308			406,090			22,131			406,090
Commitments and contingencies (Note 6)
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; 21,083,486 and 19,829,498 shares issued at March 31, 2021 and December 31, 2020, respectively		2,108			1,983
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 21,117,748 and 19,829,498 shares issued at September 30, 2021 and December 31, 2020, respectively								2,112			1,983
Additional paid-in capital		740,130			721,234			740,517			721,234
Accumulated distributions in excess of net loss		(120,219	)		(123,428	)		(168,791	)		(123,428	)
Less: Common shares in treasury at cost: 234 shares at March 31, 2021 and December 31, 2020		(3	)		(3	)
Less: Common shares in treasury at cost: 598 and 234 shares at September 30, 2021 and December 31, 2020, respectively								(13	)		(3	)
Total equity		622,016			599,786			573,825			599,786
	$	1,140,324		$	1,195,876		$	785,956		$	1,195,876

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

	Three Months						Three Months
	Ended March 31,						Ended September 30,
	2021			2020			2021			2020
Revenues from operations:
Rental income	$	41,422		$	50,330		$	14,659		$	19,366
Other income		37			39
Other income (expense), net								(31	)		33
		41,459			50,369			14,628			19,399
Rental operation expenses:
Operating and maintenance		9,607			11,062			1,922			2,403
Real estate taxes		4,266			5,719			2,661			4,091
Property and asset management fees		4,035			4,876			1,406			1,847
Impairment charges		2,010			15,910			1,573			16,640
General and administrative		865			1,077			874			860
Depreciation and amortization		13,358			16,470			4,439			6,538
		34,141			55,114			12,875			32,379
Other income (expense):
Interest expense, net		(3,991	)		(7,292	)		(2,039	)		(4,109	)
Debt extinguishment costs		(130	)		(3,965	)		(5,158	)		(440	)
Other income, net		0			334
Gain on disposition of real estate, net		121			2,674			37			8,324
		(4,000	)		(8,249	)		(7,160	)		3,775
Income (loss) before tax expense		3,318			(12,994	)
Loss before tax expense								(5,407	)		(9,205	)
Tax expense		(109	)		(73	)		(50	)		(59	)
Loss from continuing operations								(5,457	)		(9,264	)
Income (loss) from discontinued operations								26,466			(59,741	)
Net income (loss)	$	3,209		$	(13,067	)	$	21,009		$	(69,005	)
Comprehensive income (loss)	$	3,209		$	(13,067	)	$	21,009		$	(69,005	)

Per share data:
Basic and diluted	$	0.15		$	(0.66	)
Basic and diluted earnings per share data:
Loss from continuing operations							$	(0.26	)	$	(0.47	)
Income (loss) from discontinued operations								1.25			(3.01	)
Net income (loss)							$	0.99		$	(3.48	)

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

	Nine Months
	Ended September 30,
	2021			2020
Revenues from operations:
Rental income	$	50,221		$	63,374
Other income		38			31
		50,259			63,405
Rental operation expenses:
Operating and maintenance		6,485			8,947
Real estate taxes		8,562			12,878
Property and asset management fees		4,501			6,682
Impairment charges		1,573			43,460
General and administrative		2,997			2,861
Depreciation and amortization		16,127			22,729
		40,245			97,557
Other income (expense):
Interest expense, net		(7,897	)		(14,797	)
Debt extinguishment costs		(6,307	)		(4,417	)
Gain on disposition of real estate, net		1,882			21,956
		(12,322	)		2,742
Loss before tax expense		(2,308	)		(31,410	)
Tax expense		(193	)		(184	)
Loss from continuing operations		(2,501	)		(31,594	)
Loss from discontinued operations		(42,862	)		(52,464	)
Net loss	$	(45,363	)	$	(84,058	)
Comprehensive loss	$	(45,363	)	$	(84,058	)

Basic and diluted earnings per share data:
Loss from continuing operations	$	(0.12	)	$	(1.60	)
Loss from discontinued operations		(2.04	)		(2.65	)
Net loss	$	(2.16	)	$	(4.25	)

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

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total		Common Shares		Additional Paid-in Capital			Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total
Balance as of December 31, 2020	$	1,983	$	721,234	$	(123,428	)	$	(3	)	$	599,786	$	1,983	$	721,234		$	(123,428	)	$	(3	)	$	599,786
Issuance of common shares related to stock dividend and stock plan		125		18,896		—			—			19,021		127		19,314			—			(26	)		19,415
Net loss														—		—			(66,372	)		—			(66,372	)
Balance, June 30, 2021														2,110		740,548			(189,800	)		(29	)		552,829
Issuance of common shares related to stock dividend and stock plan														2		(31	)		—			16			(13	)
Net income		—		—		3,209			—			3,209		—		—			21,009			—			21,009
Balance, March 31, 2021	$	2,108	$	740,130	$	(120,219	)	$	(3	)	$	622,016
Balance, September 30, 2021													$	2,112	$	740,517		$	(168,791	)	$	(13	)	$	573,825

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total			Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total
Balance as of December 31, 2019	$	1,905	$	692,871	$	(6,857	)	$	(16	)	$	687,903		$	1,905	$	692,871	$	(6,857	)	$	(16	)	$	687,903
Issuance of common shares related to stock dividend		77		28,022		—			—			28,099
Issuance of common shares related to stock dividend and stock plan															77		28,022		—			—			28,099
Net loss		—		—		(13,067	)		—			(13,067	)		—		—		(15,053	)		—			(15,053	)
Balance, March 31, 2020	$	1,982	$	720,893	$	(19,924	)	$	(16	)	$	702,935
Balance, June 30, 2020															1,982		720,893		(21,910	)		(16	)		700,949
Issuance of common shares related to stock dividend and stock plan															1		425		—			13			439
Net loss															—		—		(69,005	)		—			(69,005	)
Balance, September 30, 2020														$	1,983	$	721,318	$	(90,915	)	$	(3	)	$	632,383

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

	Three Months						Nine Months
	Ended March 31,						Ended September 30,
	2021			2020			2021			2020
Cash flow from operating activities:
Net income (loss)	$	3,209		$	(13,067	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Net loss							$	(45,363	)	$	(84,058	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization		13,358			16,470			32,630			44,478
Amortization and write-off of above- and below-market leases, net		(236	)		(306	)		(586	)		(870	)
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		781			4,586
Amortization and write-off of debt issuance costs								9,800			6,736
Gain on disposition of real estate, net		(121	)		(2,674	)		(25,687	)		(21,956	)
Impairment charges		2,010			15,910			82,633			104,615
Assumption of buildings due to ground lease terminations								(2,660	)		0
Net change in accounts receivable		3,298			2,014			8,061			(5,765	)
Net change in accounts payable and other liabilities		(1,883	)		(7,118	)		(4,722	)		(6,353	)
Net change in other operating assets		2,035			(592	)		6,450			3,211
Total adjustments		19,242			28,290			105,919			124,096
Net cash flow provided by operating activities		22,451			15,223			60,556			40,038
Cash flow from investing activities:
Real estate improvements to operating real estate		(3,378	)		(6,152	)		(9,856	)		(17,642	)
Proceeds from disposition of real estate		61			146,824			596,118			246,479
Net cash flow (used for) provided by investing activities		(3,317	)		140,672
Net cash flow provided by investing activities								586,262			228,837
Cash flow from financing activities:
Repayment of mortgage debt, including repayment costs		(51,168	)		(154,596	)		(354,202	)		(185,408	)
Payment of debt issuance costs		(75	)		0			(74	)		0
Dividends paid		(4,381	)		(10,958	)		(4,381	)		(10,958	)
Net cash flow used for financing activities		(55,624	)		(165,554	)		(358,657	)		(196,366	)

Net decrease in cash, cash equivalents and restricted cash		(36,490	)		(9,659	)
Net increase in cash, cash equivalents and restricted cash								288,161			72,509
Cash, cash equivalents and restricted cash, beginning of period		172,788			183,293			172,788			183,293
Cash, cash equivalents and restricted cash, end of period	$	136,298		$	173,634		$	460,949		$	255,802

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

Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) were formed in December 2017 and owned and operated a portfolio of 48 retail shopping centers, comprised of 36 continental U.S. assets and 12 Puerto Rico assets, at the time of their separation from SITE Centers Corp. (“SITE Centers”) on July 1, 2018. The Company focuses on realizing value in its business through operations and sales of its assets. At ~~March 31,~~September 30, 2021, RVI owned 228 retail shopping centers, ~~that included 11~~all of which were located in the continental U.S. ~~assets and 11 Puerto Rico assets (including 5 enclosed malls)~~ comprising ~~8.5~~3.8 million square feet of Company-owned gross leasable area (“GLA”) and located in 8 states. The Company sold 2 assets in Puerto Rico in the second quarter of 2021 and the remaining 9 ~~states and~~assets in Puerto Rico in the third quarter of 2021. As such, the Company no longer has an operating segment in Puerto Rico. ~~These properties serve as direct or indirect collateral for a~~A portion of the approximate $539 million in net proceeds received from the sale of Puerto Rico assets in the third quarter of 2021 was used to fully repay the outstanding balance of the Company’s mortgage loan ~~which, as~~of ~~March 31,~~$214.5 million. On October 1, 2021, ~~had an aggregate principal balance of $303.0 million.~~ ~~In April 2021, a $23.6 million repayment on~~ the ~~mortgage loan~~ ~~was made from net sale proceeds from an asset~~Company sold ~~in early April 2021 along with unrestricted cash on hand (Note 11)~~.5 continental U.S. assets, leaving 3 remaining assets.

In connection with the separation from SITE Centers, SITE Centers retained 1,000 shares of RVI’s ~~series~~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 October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million.

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 ~~June 30,~~December 31, 2021, 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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. 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. The Company considered impacts to its estimates related to the COVID-19 pandemic, as appropriate, within its unaudited condensed consolidated financial statements, and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the uncertainties surrounding the severity and duration of the COVID‑19 pandemic. Actual results could differ from those estimates.

These financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by U.S. 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 results of operations for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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):

	Three Months				Nine Months
	Ended March 31,				Ended September 30,
	2021		2020		2021		2020
Accounts payable related to construction in progress	$	1.2	$	4.7
Accounts payable related to construction in progress (continuing operations)					$	0.7	$	0.2
Accounts payable related to construction in progress (discontinued operations)						0		3.0
Assumption of buildings due to ground lease terminations (discontinued operations)						2.7		0
Stock dividends		18.6		28.1		18.6		28.1
Note receivable related to disposition of shopping center						0		3.0

Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico ~~have been~~was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic 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 reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of ~~time.~~time, primarily in 2020. The ~~COVID-19~~COVID‑19 pandemic also had noa significant impact on the Company’s collection of rents ~~for the first quarter of 2020, but it had a significant impact on the collection of rents for~~from April 2020 through ~~March 31, 2021.~~

the end of 2020. The Company ~~has~~ engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations ~~during the 12 months ended March 31, 2021~~ and ~~has~~ agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants. ~~The Company continues to evaluate its options with respect to~~As of September 30, 2021, $0.6 million remains outstanding under these deferral arrangements for tenants ~~with which~~that are not accounted for on the cash basis.

During the three and nine months ended September 30, 2021, the Company ~~has not reached satisfactory resolution~~recorded net uncollectible revenue that resulted in rental income of ~~unpaid rents~~$1.4 million and ~~has commenced collections actions against several tenants.~~ $4.5 million, respectively, primarily due to net revenue related to prior periods (including rent deferrals) from tenants on the cash basis of accounting. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic.

For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless ~~of whether~~if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are ~~received and all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income.~~received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history or a recapitalization event.

The ~~Company had~~total net ~~billed contractual tenant accounts receivable~~tax basis of ~~$5.8~~the assets for federal income tax purposes at September 30, 2021 was approximately $467.1 million, ~~at March 31, 2021. During~~of which $362.2 million related to assets held for sale. Of the three ~~months ended March 31,~~remaining assets owned as October 1, 2021, 2 are owned by the Company recorded net uncollectible revenue that resulted in rental income of $0.2 million primarily due to rental income paid in 2021 related to outstanding receivables in 2020 from tenants on the cash basis of accounting. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic. Company’s taxable REIT subsidiary.

	March 31, 2021		December 31, 2020		September 30, 2021		December 31, 2020
Intangible assets:
In-place leases, net	$	2,965	$	3,244	$	1,687	$	3,244
Above-market leases, net		346		410		0		410
Lease origination costs, net		454		487		194		487
Tenant relationships, net		3,308		3,802		1,402		3,802
Total intangible assets, net^(A)		7,073		7,943		3,283		7,943
Operating lease ROU assets		1,456		1,509		1,108		1,509
Notes receivable^(B)		3,000		3,000		3,000		3,000
Other assets:
Prepaid expenses		11,317		13,314		1,472		2,567
Other assets		342		276		200		200
Total other assets, net	$	23,188	$	26,042	$	9,063	$	15,219

Below-market leases, net (other liabilities)	$	13,529	$	13,829	$	6,876	$	10,064

In the third quarter of 2021, the Company sold all of its interests in the limited liability companies that owned all of the Company’s remaining assets located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned GLA) for a gross sales price of $550.0 million. The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. Net proceeds received at closing were approximately $539.0 million.

At July 1, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company had 12 assets in Puerto Rico and had 2 reportable segments: continental U.S. and Puerto Rico. The Company sold 1 asset in Puerto Rico in December 2020, 2 assets in the second quarter of 2021, and the remaining 9 assets in the third quarter of 2021. As a result, the sale of all the assets in Puerto Rico represents a strategic shift in the Company’s geographic concentration and business and as such, the Puerto Rico assets are reflected as discontinued operations for all periods presented. Only Interest Expense, which was specifically identifiable to the Puerto Rico assets, is included in the computation of interest expense attributable to discontinued operations.

The following table presents the assets and liabilities associated with the Puerto Rico segment as follows (in thousands):

The operating results related to the Puerto Rico segment were as follows (in thousands):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
Revenues from operations:
Rental income	$	16,183		$	20,598		$	63,900		$	66,219
Other income		(5	)		19			17			53
		16,178			20,617			63,917			66,272
Rental operation expenses:
Operating and maintenance		4,824			7,168			19,037			21,313
Real estate taxes		686			1,227			2,808			3,642
Property and asset management fees		2,295			2,563			7,269			7,494
Impairment charges		0			61,155			81,060			61,155
Depreciation and amortization		3,629			7,259			16,503			21,749
		11,434			79,372			126,677			115,353
Other income (expense):
Interest expense, net		(485	)		(1,066	)		(2,055	)		(3,330	)
Debt extinguishment costs		(1,858	)		0			(1,951	)		0
Other income, net		0			107			197			441
Gain on disposition of real estate		24,109			0			23,805			0
		21,766			(959	)		19,996			(2,889	)
Income (loss) from discontinued operations before tax expense		26,510			(59,714	)		(42,764	)		(51,970	)
Tax expense		(44	)		(27	)		(98	)		(494	)
Income (loss) from discontinued operations	$	26,466		$	(59,741	)	$	(42,862	)	$	(52,464	)

The following table summarizes cash flow data related to discontinued operations for the nine months ending September 30, 2021 and 2020 (in thousands):

As of ~~March 31,~~September 30, 2021, the Company had ~~one asset,~~5 assets (Great Northern Plazas, Maple Grove Crossing, Peach Street Marketplace, ~~of Brown Deer,~~Seabrook Commons and Wrangleboro Consumer Square) classified as held for sale. ~~There~~These assets were ~~0 assets considered as held~~sold on October 1, 2021, for ~~sale at March 31, 2020 or December 31, 2020.~~a gross sales price of $264.0 million. The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which ~~signify~~signifies that the parties are fully obligated to consummate the sale ~~is legally binding. This asset was sold in April 2021, for a gross sales price of $10.3 million, which was in excess of its book basis.~~transaction. The net sale proceeds were ~~used along with unrestricted cash on hand to repay the mortgage loan by $23.6~~approximately $242.4 million (Note 11).

The following table presents the assets and liabilities associated with ~~this asset~~the assets held for sale (in thousands):

	March 31, 2021			September 30, 2021
Assets
Land	$	1,967		$	87,245
Buildings		14,665			275,661
Fixtures and tenant improvements		5,442			30,102
		22,074			393,008
Less: Accumulated depreciation		(14,065	)		(157,940	)
					235,068
Construction in progress					104
Total real estate assets, net		8,009			235,172
Straight-line rents, net					1,806
Intangible assets, net		484			2,031
Operating lease ROU asset					239
Other assets		342			1,434
Assets associated with real estate assets held for sale	$	8,835		$	240,682

Liabilities
Below-market leases, net	$	961		$	1,172
Other liabilities		524			3,526
Liabilities associated with real estate assets held for sale	$	1,485		$	4,698

There were 0 discontinued operations for the three months ended March 31, 2021, as this disposition does not represent a strategic shift in the Company’s business that would qualify as discontinued operations.

~~The Company has a mortgage loan, which had an outstanding aggregate principal amount~~In connection with the sale of ~~$303.0 million at March 31, 2021, and is secured, directly and indirectly, by all~~the Company’s remaining Puerto Rico assets in the third quarter of ~~its properties. In April 2021, a $23.6 million repayment on the mortgage loan~~ ~~was made from net proceeds from an asset sale consummated in early April 2021 along with unrestricted cash on hand~~ ~~(Note 11).~~

~~On March 9,~~ 2021, the Company ~~exercised~~fully repaid the entire balance of its ~~first one-year extension option under~~mortgage loan of $214.5 million. Accordingly, the ~~loan agreement to extend the maturity date to March 9, 2022, subject to 2~~lender released all remaining ~~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 (exercisable March 2022), in addition to (i) above, evidence that the Debt Yield (as definedcollateral and calculated in accordance with the loan agreement) equals or exceeds 13% and (iii) in the case of the third one-year extension option (exercisable March 2023), in addition to (i) above, evidence that the Debt Yield equals or exceeds 14% on the extension date.

~~As of March 31, 2021, the Company was in compliance with all provisions of the loan agreements.~~ restricted cash balances. The Company ~~expects to continue to use cash flow from operations and asset sales to repay the mortgage loan. As of May 4, 2021, the Company plans to exercise the second~~ ~~one-year~~ extension option effective March 9, 2022 to the extent the mortgage loan remains outstanding. The Debt Yield as of March 31, 2021 was 18.29%, which is in excess of the required threshold of 13% in order to exercise the second one-year extension option. If the Debt Yield requirement is not met at the time of the extension exercise, the Company can utilize unrestricted cash to pay down principal to satisfy the Debt Yield requirement. If the Company does not have sufficient cash to pay down the principal to satisfy the required Debt Yield, the Company would need to obtain alternative sources of capital, which could include a refinancing of the current mortgage loan or other financing options.

As of March 31, 2021, the interest rate of the Company’s mortgage loan was 4.2% per annum. The interest rate on the mortgage loan is equal to the one-month LIBOR plus a weighted-average spread of 4.1% per annum as of March 31, 2021, 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 will cause the weighted-average interest rate spread to increase over time as senior tranches of thehad 0 mortgage debt ~~are repaid first.~~outstanding at September 30, 2021.

The Company ~~maintains~~maintained a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”) that ~~was amended and extended in February 2021. The Revolving Credit Agreement provides~~provided for borrowings of up to $30.0 million. ~~Borrowings~~In February 2021, the scheduled facility termination date under the Revolving Credit Agreement ~~may be used by~~was extended to February 2022. In the ~~Company for general corporate purposes and working capital. The~~third quarter of 2021, as a result of the repayment of the Company’s ~~borrowings~~mortgage loan discussed above, the commitments of the lenders under the Revolving Credit Agreement ~~bear interest at variable rates at~~were terminated in accordance with the ~~Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.30% to 1.75% per annum depending on~~terms of the ~~Company’s Leverage Ratio (as defined in~~agreement. At the ~~Revolving Credit Agreement) or (ii)~~time of the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.30% to 0.75% 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 of (i) February 9, 2022, (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.

~~At March 31, 2021,~~facility’s termination, there were 0 amounts outstanding under the Revolving Credit Agreement.

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, including deferred financing costs, was ~~$294.1~~$344.5 million and ~~$344.5 million at March 31, 2021 and December 31, 2020, respectively.The~~ fair value of debt was ~~$312.2 million and~~ $362.7 million at ~~March 31, 2021 and~~ December 31, ~~2020, respectively.~~2020.

In 2017, Hurricane Maria made landfall in Puerto Rico. At the time of the hurricane, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA, which sustained varying degrees of damage. In August 2019, the Company reached a settlement with its insurer with respect to the Company’s claims relating to the hurricane damage. ~~The~~As of September 30, 2021, the Company ~~continued to own 11 of these~~no longer had any interests in the assets in Puerto ~~Rico assets at March 31, 2021.~~Rico.

The remaining ~~unutilized~~ property damage settlement proceeds ~~of $30.7 million~~ along with other related ~~reserves required by the mortgage lender~~insurance claim escrows of ~~$6.5~~$37.2 million, ~~are~~previously reflected in the Company’s consolidated balance sheets as Restricted Cash, ~~and will be disbursed~~were released to the Company in ~~accordance~~the third quarter of 2021 in connection with the ~~terms~~full repayment of the ~~Company’s~~ mortgage ~~financing upon the lender’s satisfaction that all necessary restoration work has been completed.~~loan.

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.

~~The Company recorded impairment charges of $2.0 million and $15.9 million for the three months ended March 31, 2021 and 2020, respectively.~~ Impairment charges were recorded on assets based on the difference between the carrying value of the assets and the estimated fair market value after the assets failed a ~~step one~~step-one analysis that compared the sum of estimated future undiscounted cash flows to the ~~assets~~assets’ carrying value. ~~These~~In the third quarter of 2021, impairment charges recorded on 3 assets were triggered as the assets were classified as held for sale at September 30, 2021 (Note 3). In the second quarter of 2021, the impairment charges recorded on 4 assets were triggered by a change in the hold period assumptions for the Puerto Rico portfolio. The impairments recorded in the first quarter of 2021 and 2020 primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows. The following table summarizes the impairment charges during the three and nine months ended September 30, 2021 and 2020 (in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2021		2020		2021		2020
Puerto Rico Assets	$	0	$	61.2	$	81.1	$	61.2
Continental U.S. Assets		0		16.6		0		43.4
Assets held for sale (Continental U.S.)		1.6		0		1.6		0
Total impairment charges	$	1.6	$	77.8	$	82.7	$	104.6

The valuation of impaired real estate assets is determined using widely accepted valuation techniques including actual sales negotiations and bona fide purchase offers received from third parties, an income capitalization approach considering prevailing market capitalization rates and analysis of recent comparable sales transactions, 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 fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge, for the ~~three~~nine months ended ~~March 31,~~September 30, 2021. 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, 2021
September 30, 2021
Long-lived assets held and used	$	0	$	0	$	24.9	$	24.9	$	2.0	$	0	$	0	$	324.5	$	324.5	$	81.1
Assets held for sale												0		0		142.9		142.9		1.6

The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value for the ~~three-months~~nine months ended ~~March 31,~~September 30, 2021 (in millions):

Quantitative Information about Level 3 Fair Value Measurements

Description

Fair Value at

March 31, 2021

Valuation

Technique

Unobservable Inputs

Range

Weighted

Average

Fair Value at

September 30, 2021

Valuation

Technique

Unobservable Inputs

Range

Weighted

Average

Long-lived assets held and used

24.9

Indicative Bid ^(A)

Indicative Bid^(A)

N/A

324.5

Indicative Bid ^(A)

Indicative Bid^(A)

N/A

Assets held for sale

142.9

Indicative Bid^(A)

N/A

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

	Three Months				Three Months				Nine Months
	Ended March 31,				Ended September 30,				Ended September 30,
	2021		2020		2021		2020		2021		2020
Property management fees^(A)	$	2,265	$	2,552	$	2,081	$	2,408	$	6,609	$	7,526
Asset management fees^(B)		1,770		2,324		1,620		2,002		5,161		6,650
Leasing commissions^(C)		778		1,231		306		288		1,701		1,992
Maintenance services and other^(D)		344		341		214		339		866		1,021
Disposition fees^(E)		0		1,556		5,500		856		6,092		2,622
Credit facility guaranty fees						60		60		60		60
Legal fees^(F)		104		93		235		88		444		273
	$	5,261	$	8,097	$	10,016	$	6,041	$	20,933	$	20,144

In October 2020, the Company entered into an Amended and Restated Agreement (the “Agreement”) with an affiliate of SITE Centers in order to address the impact of the COVID-19 pandemic on the level of effort required to manage the portfolio and the property management fees for the six-month period ending June 30, 2021.Pursuant to the terms of the Company’s existing property management agreements with SITE Centers, property management fees are determined on each July 1 and January 1 based on gross property revenues received 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 January 1, 2021 on the property management fee applicable to the first six months of 2021, the Agreement ~~provides~~provided that beginning on January 1, 2021, the Company ~~will~~was to pay JDN Development Company (an affiliate of SITE Centers) 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 October 1, 2020 (which amount iswas $737,377) minus (ii) the monthly property management fee determined on January 1, 2021 for the first six months of 2021 in accordance with the existing property management agreements (which amount iswas $634,848). This arrangement iswas only in effect through June 30, 2021 and was similar to the prior arrangement between the parties governing the payment of a monthly supplemental fee with respect to the last six months of 2020.

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						Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
Numerators – Basic and Diluted
Continuing Operations:
Loss from continuing operations attributable to common shareholders after allocation to participating securities	$	(5,457	)	$	(9,264	)	$	(2,501	)	$	(31,594	)
Discontinued Operations:
Income (loss) from discontinued operations after allocation to participating securities		26,466			(59,741	)		(42,862	)		(52,464	)
Total	$	21,009		$	(69,005	)	$	(45,363	)	$	(84,058	)

Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		21,117			19,829			21,043			19,798

Basic and Diluted Earnings Per Share:
Loss from continuing operations	$	(0.26	)	$	(0.47	)	$	(0.12	)	$	(1.60	)
Income (loss) from discontinued operations		1.25			(3.01	)		(2.04	)		(2.65	)
Total	$	0.99		$	(3.48	)	$	(2.16	)	$	(4.25	)

In November 2020, the Company declared a dividend on its common shares of $1.16 per share that was paid in January 2021 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 10% of the total dividend paid. In connection with the 2020 dividend, in January 2021, the Company issued 1,253,988 common shares, based on the volume-weighted average trading price of $14.8492 per share, and paid $4.4 million in cash, which included the Puerto Rico withholding tax.

~~The~~Prior to the third quarter of 2021, the Company ~~has~~had 2 reportable operating segments: continental U.S. and Puerto Rico. ~~The table below presents information about~~As a result of the ~~Company’s reportable operating segments (in thousands):~~

Three Months Ended March 31, 2021

Continental U.S.

Puerto Rico

Other

Total

Lease revenue and other property revenue
$
18,170

$
23,289

$
41,459

Rental operation expenses

(5,518
)

(8,355
)

(13,873
)
Net operating income

12,652

14,934

27,586

Property and asset management fees

(1,548
)

(2,487
)

(4,035
)
Impairment charges

0

(2,010
)

(2,010
)
Depreciation and amortization

(6,988
)

(6,370
)

(13,358
)
Unallocated expenses^(A)

$
(4,986
)

(4,986
)
Gain (loss) on disposition of real estate, net

148

(27
)

121

Income before tax expense

$
3,318

As of March 31, 2021:

Total gross real estate assets
$
594,678

$
966,986

$
1,561,664

Three Months Ended March 31, 2020

Continental U.S.

Puerto Rico

Other

Total

Lease revenue and other property revenue
$
24,955

$
25,414

$
50,369

Rental operation expenses

(8,277
)

(8,504
)

(16,781
)
Net operating income

16,678

16,910

33,588

Property and asset management fees

(2,418
)

(2,458
)

(4,876
)
Impairment charges

(15,910
)

(15,910
)
Depreciation and amortization

(9,230
)

(7,240
)

(16,470
)
Unallocated expenses^(A)

$
(12,000
)

(12,000
)
Gain on disposition of real estate, net

2,674

2,674

Loss before tax expense

$
(12,994
)

As of March 31, 2020:

Total gross real estate assets
$
760,385

$
1,082,915

$
1,843,300

~~In April~~On October 1, 2021, the Company sold 4all of its interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) for $264.0 million in cash. Net proceeds received at closing were approximately $242.4 million excluding $4.4 million of escrows established at closing, which may be released to the Company in the event certain leasing activity is completed within 180 days of closing. The Company expects to record a gain of approximately $10 million in the fourth quarter of 2021 in connection with the sale of these assets, which includes the $4.4 million in ~~separate transactions, (Marketplace~~escrows as completion of ~~Brown Deer, Noble Town Center, Plaza Vega Baja and Uptown Solon) for a gross sales price of $38.9 million. In April~~the leasing activity within 180 days is considered probable.

On October 1, 2021, the ~~Company utilized net sale proceeds from the asset sold on April 9, 2021,~~ ~~Marketplace~~Board of ~~Brown Deer,~~ ~~along with unrestricted cash on hand to repay the mortgage loan by $23.6 million. A majority~~Directors of the ~~net sale proceeds from~~Company authorized a dividend on the ~~three additional asset sales~~RVI Preferred Shares in ~~April will be used~~the aggregate amount of $190.0 million, which the Company paid on October 6, 2021.

On October 1, 2021, the Board of Directors of the Company declared a cash dividend of $22.04 per common share, which the Company paid on October 28, 2021. This dividend was not subject to ~~repay mortgage debt in May 2021.~~the Puerto Rico withholding tax of 10%.

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, 2020, as well as other publicly available information.

RVI is an Ohio company formed in December 2017 that, as of ~~March 31,~~September 30, 2021, owned and operated a portfolio of 22eight assets, ~~composed~~all of 11which were located in the continental ~~U.S. assets and 11 assets in Puerto Rico.~~United States. These properties consisted of retail shopping centers ~~(including five enclosed malls) composed of 8.5~~aggregating 3.8 million square feet of Company-owned gross leasable area (“GLA”) and were located in nine states and Puerto Rico. The Company’s continental U.S. properties and Puerto Rico properties comprised approximately 44% and 56%, respectively, of its total consolidated revenue for the three months ended March 31, 2021.eight states. At ~~March 31,~~September 30, 2021, the aggregate occupancy of the Company’s shopping center portfolio was ~~86.8%~~88.3%, and the average annualized base rent per occupied square foot was ~~$16.03.~~ $13.43. The Company sold nine assets in Puerto Rico in the third quarter of 2021. On October 1, 2021, the Company sold five continental U.S. assets aggregating 2.6 million square feet of Company-owned GLA, leaving three remaining assets.

In connection with asset sales consummated during the third quarter of 2021, the Company repaid the entire outstanding balance on its mortgage loan. As a result of the repayment of the Company’s mortgage loan, the commitments of the lenders under the Revolving Credit Agreement (as defined below) were terminated during the third quarter of 2021 in accordance with the terms of the agreement.

In connection with the Company’s separation from SITE Centers Corp. (“SITE Centers”) in 2018, 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 if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceed approximately $2.055 billion (the “RVI Preferred Shares”). In October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million.

The Company ~~expects to~~continues its focus on realizing value in its portfolio through operations and sales of its assets. The Company ~~primarily intends to use net~~has generated gross asset sale proceeds ~~first~~since its spin-off in July 2018 of $1,818.5 million. Net asset sale proceeds generated through October 1, 2021 were used to repay the Company’s mortgage ~~debt, second to make distributions on account of the RVI Preferred Shares, up to the preference amount, and third to~~loan, as well as make distributions to holders of the RVI Preferred Shares and the Company’s common shares. See discussion below under “—Liquidity, Capital Resources and Financing Activities.”

From January 1, 2021 through ~~April 30,~~October 29, 2021, the Company sold the following assets (in thousands):

Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price		Property Name	City, State	Total Owned GLA		Gross Sales Price
4/9/21	Marketplace of Brown Deer	Brown Deer, WI		405	$	10,250	Marketplace of Brown Deer	Brown Deer, WI		405	$	10,250
4/13/21	Noble Town Center	Jenkintown, PA		168		14,000	Noble Town Center	Jenkintown, PA		168		14,000
4/14/21	Plaza Vega Baja	Vega Baja, PR		185		4,500	Plaza Vega Baja	Vega Baja, PR		185		4,500
4/21/21	Uptown Solon	Solon, OH		182		10,100	Uptown Solon	Solon, OH		182		10,100
6/3/21							Señorial Plaza	Rio Piedras, PR		202		20,350
8/27/21							Puerto Rico Portfolio (9 assets)	Puerto Rico		3,538		550,000
10/1/21							Continental U.S. Portfolio (5 assets)	Various		2,623		264,000
				940	$	38,850				7,303	$	873,200

In the third quarter of 2021, the Company sold all of its interests in its nine remaining assets in Puerto Rico (the “Puerto Rico Disposition”) comprising approximately 3.5 million square feet of GLA for a gross sales price of $550.0 million. The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. The gain recognized on the Puerto Rico Disposition was $24.1 million. Net proceeds received at closing were approximately $539.0 million, of which $214.5 million was used to fully repay the outstanding balance of the Company’s mortgage loan. Accordingly, all restricted cash previously controlled by the lender was released to the Company.

In addition, in October 2021, certain wholly-owned subsidiaries of the Company sold five assets in the continental U.S., including Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New

Jersey) for a gross sale price of $264.0 million. The Company expects to record a gain of approximately $10 million in the fourth quarter of 2021 in connection with the sale of these assets.

In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and it continues to spread throughout the United States and other countries across the world. Beginning in mid-March 2020, federal, state and local governments took various actions to limit the spread of COVID-19, including ordering the temporary closure of non-essential businesses (which included many of the Company’s tenants) and imposing significant social distancing guidelines and restrictions on the continued operations of essential businesses and the reopening of non-essential businesses. As a result, the COVID-19 pandemic had a significant impact on the Company’s collection of rents from April ~~23, 2021, approximately 99%~~2020 through the end of 2020. The Company provided rent deferral arrangements (and, in a small number of cases, rent abatements) to a significant number of tenants. A majority of the ~~Company’s~~amounts due from tenants ~~based~~ on ~~average base rents, were open~~account of these deferral arrangements has been repaid.

Results for ~~business, up~~the three and nine months ended September 30, 2021, included $1.4 million and $4.5 million, respectively, of net revenue related to prior periods (including deferred rents), which was collected in the current period primarily from a low of approximately 34% in early April 2020. Although rent collection levels continued to improve during the first quarter of 2021, collection levels remain below historical averages and operating restrictions on tenant businesses remain in place in certain locations (including Puerto Rico). cash basis tenants.

Future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants which are more infectious or ~~delays~~resistant to COVID-19 vaccines, decreases in the ~~acceptance, administration or~~ effectiveness of ~~COVID-19 vaccines. The ultimate impact~~such vaccines and any implementation of ~~the pandemic and secondary social and economic effects~~additional restrictions on ~~the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time.~~ tenant business as a result thereof. For a further discussion on the impact of the ~~COVID-19~~COVID‑19 pandemic on the Company’s business, 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’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Company is party to 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 ~~June 30,~~December 31, 2021 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 (determined on

the immediately preceding June 30 or December 31 and 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 average gross monthly property revenue collected during the most recent second or fourth quarter in respect to the Company’s continental U.S. properties and the Puerto Rico properties, respectively. In order to address the impact of the pandemic on the level of effort required to manage the portfolio and property management fees paid in the first half of 2021, the Company ~~has~~ agreed to pay an affiliate of SITE Centers a supplemental monthly fee during the six-month period ending June 30, 2021 (see Note 8, “Transactions with SITE Centers” of the Company’s consolidated financial statements included herein). The property management agreements also provide for the payment to SITE Centers of certain leasing commissions and a disposition fee of 1% of the gross sales price of each asset sold by the Company.

Where used, references to “Comparable Portfolio Properties” reflect shopping center properties owned as of ~~March 31,~~September 30, 2021 and also excluded held for sale assets as of September 30, 2021.

	Three Months							Three Months
	Ended March 31,							Ended September 30,
	2021		2020		$ Change			2021			2020		$ Change
Rental income^(A)	$	41,422	$	50,330	$	(8,908	)	$	14,659		$	19,366	$	(4,707	)
Other income		37		39		(2	)		(31	)		33		(64	)
Total revenues^(B)	$	41,459	$	50,369	$	(8,910	)	$	14,628		$	19,399	$	(4,771	)

	Three Months								Three Months
	Ended March 31,								Ended September 30,
Contractual Lease Payments	2021		2020			$ Change			2021		2020			$ Change
Base and percentage rental income⁽¹⁾	$	28,996	$	35,614		$	(6,618	)	$	10,676	$	16,024		$	(5,348	)
Recoveries from tenants⁽²⁾		10,295		12,896			(2,601	)		3,671		5,402			(1,731	)
Uncollectible revenue⁽³⁾		238		(858	)		1,096			29		(2,229	)		2,258
Ancillary rental income		1,808		2,178			(370	)		222		169			53
Lease termination fees		85		500			(415	)		61		—			61
Total contractual lease payments	$	41,422	$	50,330		$	(8,908	)	$	14,659	$	19,366		$	(4,707	)

	Nine Months
	Ended September 30,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income⁽¹⁾	$	34,347	$	50,531		$	(16,184	)
Recoveries from tenants⁽²⁾		12,050		17,981			(5,931	)
Uncollectible revenue⁽³⁾		3,173		(6,279	)		9,452
Ancillary rental income		504		641			(137	)
Lease termination fees		147		500			(353	)
Total contractual lease payments	$	50,221	$	63,374		$	(13,153	)

	Shopping Center Portfolio March 31,						Shopping Center Portfolio September 30,
	2021			2020			2021			2020
Centers owned	22			26			8			23
Aggregate occupancy rate		86.8	%		87.2	%		88.3	%		87.4	%
Average annualized base rent per occupied square foot	$	16.03		$	15.65		$	13.43		$	16.21

	Continental U.S. March 31,						Puerto Rico March 31,						Continental U.S. September 30,						Puerto Rico September 30,
	2021			2020			2021			2020			2021			2020			2021		2020
Centers owned	11			14			11			12			8			11				—	12
Aggregate occupancy rate		86.1	%		89.3	%		87.6	%		84.5	%		88.3	%		89.8	%		—		85.0	%
Average annualized base rent per occupied square foot	$	13.17		$	13.00		$	19.60		$	19.85		$	13.43		$	13.31		$	—	$	19.72

For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the decrease in base and percentage rental income primarily was due to the impact of property dispositions. The decrease in the continental U.S. occupancy rate primarily was due to the disposition of higher

occupancy properties and a combination of tenant expirations and bankruptcies. The increase in the occupancy rate for the Puerto Rico portfolio primarily was due to the disposition of a property with a lower occupancy, as well as new leasing activity in excess of lease expirations.

	Three Months							Three Months
	Ended March 31,							Ended September 30,
	2021		2020		$ Change			2021		2020		$ Change
Operating and maintenance^(A)	$	9,607	$	11,062	$	(1,455	)	$	1,922	$	2,403	$	(481	)
Real estate taxes^(B)		4,266		5,719		(1,453	)		2,661		4,091		(1,430	)
Property and asset management fees		4,035		4,876		(841	)		1,406		1,847		(441	)
Impairment charges^(C)		2,010		15,910		(13,900	)		1,573		16,640		(15,067	)
General and administrative^(D)		865		1,077		(212	)		874		860		14
Depreciation and amortization^(E)		13,358		16,470		(3,112	)		4,439		6,538		(2,099	)
	$	34,141	$	55,114	$	(20,973	)	$	12,875	$	32,379	$	(19,504	)

	Nine Months
	Ended September 30,
	2021		2020		$ Change
Operating and maintenance^(A)	$	6,485	$	8,947	$	(2,462	)
Real estate taxes^(B)		8,562		12,878		(4,316	)
Property and asset management fees		4,501		6,682		(2,181	)
Impairment charges^(C)		1,573		43,460		(41,887	)
General and administrative^(D)		2,997		2,861		136
Depreciation and amortization^(E)		16,127		22,729		(6,602	)
	$	40,245	$	97,557	$	(57,312	)

	Three Months									Three Months
	Ended March 31,									Ended September 30,
	2021			2020			$ Change			2021			2020			$ Change
Interest expense, net^(A)	$	(3,991	)	$	(7,292	)	$	3,301		$	(2,039	)	$	(4,109	)	$	2,070
Debt extinguishment costs^(B)		(130	)		(3,965	)		3,835			(5,158	)		(440	)		(4,718	)
Other income, net		—			334			(334	)
Gain on disposition of real estate, net^(C)		121			2,674			(2,553	)
Gain on disposition of real estate, net											37			8,324			(8,287	)
Tax expense		(109	)		(73	)		(36	)		(50	)		(59	)		9
Income (loss) from discontinued operations											26,466			(59,741	)		86,207
	$	(4,109	)	$	(8,322	)	$	4,213		$	19,256		$	(56,025	)	$	75,281

	Nine Months
	Ended September 30,
	2021			2020			$ Change
Interest expense, net^(A)	$	(7,897	)	$	(14,797	)	$	6,900
Debt extinguishment costs^(B)		(6,307	)		(4,417	)		(1,890	)
Gain on disposition of real estate, net^(C)		1,882			21,956			(20,074	)
Tax expense		(193	)		(184	)		(9	)
Loss from discontinued operations^(D)		(42,862	)		(52,464	)		9,602
	$	(55,377	)	$	(49,906	)	$	(5,471	)

The ~~increase~~decrease in net ~~income~~loss primarily was attributable to a reduction ~~in interest expense and debt extinguishment costs, lower~~of impairment charges and ~~payments~~interest expense compared to the comparable period in 2020, an increase in gain on disposition of ~~2020~~ real estate in 2021 and rental income paid in 2021 by cash basis tenants, which related to amounts (including deferred rent) originally owed in 2020, partially offset by the impact from disposition of ~~2020 asset sales.~~assets.

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.~~real estate investment trusts (“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.

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 in accordance with 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 income (loss) and considered in addition to cash flows

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

	Three Months							Three Months
	Ended March 31,							Ended September 30,
	2021		2020		$ Change			2021		2020		$ Change
FFO	$	18,439	$	16,622	$	1,817		$	6,493	$	14,246	$	(7,753	)
Operating FFO		18,569		20,253		(1,684	)		13,509		14,579		(1,070	)

The increase in FFO primarily was due to the decrease in interest expense, ~~and debt extinguishment costs~~as well as rental income paid in 2021 by cash basis tenants which related to amounts (including deferred rent) originally owed in 2020 partially offset by the impact from the disposition of ~~assets, as well as payments of 2020 rental income by cash basis tenants.~~assets. The change in Operating FFO primarily was due to the same factors impacting FFO ~~except that~~(except for the exclusion of debt extinguishments ~~costs in 2020 resulted in an overall decrease of Operating FFO.~~costs).

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						Three Months						Nine Months
	Ended March 31,						Ended September 30,						Ended September 30,
	2021			2020			2021			2020			2021			2020
Net income (loss)	$	3,209		$	(13,067	)	$	21,009		$	(69,005	)	$	(45,363	)	$	(84,058	)
Depreciation and amortization of real estate investments		13,341			16,453			8,057			13,780			32,585			44,427
Impairment of real estate assets		2,010			15,910			1,573			77,795			82,633			104,615
Gain on disposition of real estate		(121	)		(2,674	)		(24,146	)		(8,324	)		(25,687	)		(21,956	)
FFO		18,439			16,622			6,493			14,246			44,168			43,028
Debt extinguishment and other expenses		130			3,631			7,016			333			8,061			3,976
Non-operating items, net		130			3,631
Operating FFO	$	18,569		$	20,253		$	13,509		$	14,579		$	52,229		$	47,004

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

and asset sales. Although the Company ~~has~~ experienced a reduction in timely collections of rent and delays in the execution of its disposition strategy during 2020 as a result of the impacts of the COVID-19 pandemic, the Company witnessed ~~continued~~significant improvement in rent collections and transaction ~~markets~~market activity during the first ~~quarter~~nine months of 2021, and believes that it has sufficient liquidity and capital resources to operate its business for at least the next twelve months. At March 31, 2021, the Company had an unrestricted cash balance of $72.7 million, restricted cash on deposit with its mortgage lender of $63.6 million and $30.0 million of availability under its Revolving Credit Agreement (subject to satisfaction of applicable borrowing conditions). Debt outstanding was $303.0 million at March 31, 2021. ~~In April 2021, a $23.6~~ ~~million repayment on the mortgage loan~~ ~~was made from the use of net proceeds from an asset sale consummated in early April 2021 along with unrestricted cash on hand (Note 11)~~.The Company’s mortgage loan generally requires interest-only payments subject to maintenance of a minimum debt yield and has a maturity date of March 9, 2022 with two remaining one-year extensions at the Company’s option based on the satisfaction of certain conditions. Subject to the uncertain impact of the COVID-19 pandemic on capital and transactions markets, the Company expects to utilize net asset sale proceeds to repay the principal of the mortgage loan and may utilize one or both of the loan’s remaining extension options. No assurance can be provided that obligations, including the mortgage loan, will be repaid, extended or refinancedliquidity is reflected as ~~currently anticipated.~~ follows (in millions):

Apart from capital expenditures deemed advisable in connection with the maintenance and leasing of ~~its~~the remaining properties, ~~and the completion of restoration work in Puerto Rico,~~ the Company does not anticipate any material capital projects or development spending during the remainder of ~~2021.~~2021 related to its three remaining assets.

As of ~~March 31,~~June 30, 2021, the aggregate principal amount of the Company’s mortgage loan was ~~$303.0 million. In April 2021, a $23.6~~$214.5 million ~~repayment on the mortgage loan~~ ~~was made from the use of net proceeds from an asset sale consummated in early April 2021 along with unrestricted cash on hand (Note 11)~~.A majority of the net sale proceeds of approximately $24.9 million from three additional asset sales consummated in April 2021 will be used to repay the mortgage loan in May 2021. On March 9, 2021, the Company exercised its first one-year extension option under the loan agreement to extend the maturity date to March 9, 2022, subject to two remaining 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 (exercisable March 2022), in addition to (i) above, evidence that the Debt Yield (as defined and calculated in accordance with the loan agreement) equals or exceeds 13% and (iii) in the case of the third one-year extension option (exercisable March 2023), in addition to (i) above, evidence that the Debt Yield equals or exceeds 14% on the extension date. The Debt Yield as of March 31, 2021, was 18.29%.

As of March 31, 2021, the interest rate applicable to the notes was equal to one-month LIBOR plus a weighted-average spread of 4.1% 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%, (ii) during the initial one-year extension period, a LIBOR strike rate equal to 9.27% and (iii) with respect to any subsequent extension period, a LIBOR strike rate that would result in a debt service coverage ratio of 1.20x based on the Mortgaged Properties (as defined below). Application of voluntary

~~prepayments as described below will cause the weighted-average interest rate spread to increase over time as senior tranches of the mortgage debt are repaid first. At March 31, 2021,~~ the interest rate applicable to the mortgage loan was ~~4.2%.~~

~~The borrowers’ obligations to pay principal, interest and other amounts under~~4.5% per annum. In connection with the mortgage loan are evidenced by certain promissory notes executed by the borrowers, 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 allsale of the Company’s ~~properties located in the continental U.S.) and Plaza del Sol located in Bayamon,~~remaining Puerto Rico ~~(collectively,~~assets in August 2021, the ~~“Mortgaged Properties”); (ii) a pledge~~Company fully repaid the entire outstanding balance of its mortgage loan and 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 originating lenders placed the notes into a securitization trust that issued and sold mortgage-backed securities to investors.lender released all remaining collateral balances.

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 March 31, 2021, was 18.29%. 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 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 10% for distributions declared in 2020, otherwise limited to 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, without premium or penalty, by providing advance notice of prepayment to the lenders. The borrowers are required to use certain proceeds from permitted asset sales to prepay principal amounts outstanding under the loan facility. 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 toward 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 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. To the extent that net cash proceeds from the sale of a Mortgaged Property are less than the amount specified in the applicable clause (ii) above, the Company would be required to utilize credits from previous sales or cash on hand to satisfy the release price applicable to that property. Pledged Properties other than Plaza 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.

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 spread 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 July 2018, the Company entered into~~had a Credit Agreement ~~(the~~(as amended, the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that ~~was amended and extended in February 2021. The Revolving Credit Agreement provides~~provided 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~~million and had a specified spread ranging from 1.30% to 1.75% 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 0.30% to 0.75% 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~~scheduled termination date of ~~(i)~~ February 9, 2022, (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~~ ~~Agreement~~ contains customary affirmative and negative covenants, including a requirement to maintain tangible net worth of $400 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 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.

2022. The Company’s obligations under the Revolving Credit Agreement ~~are~~were 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%~~August 2021, as a result of the ~~aggregate~~repayment of the Company’s mortgage loan, the commitments of the lenders under the Revolving Credit Agreement ~~(ii) for all times other than those referenced~~were terminated in ~~clause (iii) below, when any~~accordance with the terms of the agreement. At the time of the facility’s termination, there were no 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 generally equal to the sum of the LIBOR rate (or other applicable benchmark rate) plus 8.75%. Agreement.

In connection with the Company’s separation from SITE Centers in July 2018, the Company issued the RVI Preferred Shares to SITE Centers, ~~that~~which 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, theThe RVI Preferred Shares ~~will be~~are 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~~approximately $2.055 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~~ In October 2021, the ~~terms~~Board of ~~any~~Directors of the ~~Company’s indebtedness~~Company authorized 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~~paid 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 distributeddividend on the RVI Preferred Shares ~~to be redeemed. As~~in the aggregate amount of ~~April 30,~~$190.0 million. Aggregate gross proceeds of the Company’s asset sales from July 1, 2018 through October 29, 2021 ~~no dividends have been paid on the RVI Preferred Shares.~~were $1,818.5 million.

The Board of Directors of the Company declared a cash dividend of $22.04 per common share, which the Company paid on October 28, 2021. The Company’s 2020 dividend was paid on January 12, 2021, in a combination of cash and the Company’s common shares. See Note 9, “Earnings Per Share,” of the Company’s 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 November 2020, the Company’s Board of Directors declared a dividend on its common ~~share dividends, subject to a 10% withholding tax,~~shares on account of taxable income generated in Puerto Rico, which dividend was paid, subject to a 10% withholding tax, in ~~those years.~~January 2021. The ~~amount~~October 2021 common share dividend was on account of ~~the 2020 dividend is expected to exceed the amount of REIT~~transactional activity and not taxable income generated byin Puerto Rico and, therefore, it was not subject to the ~~Company in 2020. Accordingly,~~Puerto Rico withholding tax of 10%. No federal income taxes were ~~not~~ incurred by the Company in ~~2020.~~2020 or are expected to be incurred in 2021.

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 taxable REIT subsidiary). 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, particularly in light of the current and potential impacts of the COVID-19 pandemic.

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.

Although the Company anticipates maintaining its REIT qualification for the 2021 taxable year, it may elect to surrender its REIT status for future taxable years in connection with the anticipated wind-down of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements infeasible.

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), projected expenses and contingencies relating to the Company’s anticipated wind-down, as well as gains and losses relating to the sale of ~~assets, and the terms of the mortgage financing and the limitations set forth in the mortgage loan agreements.~~its remaining assets. Distributions will also be impacted by the pace and success of the ~~Company’s property disposition strategy. As a result~~sale 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.Company’s remaining properties. 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~~are entitled

to a ~~dividend~~remaining preference ~~for all dividends declared on~~amount of $10 million in the event gross sale proceeds generated from asset sales since the time of the Company’s ~~capital stock, at any time up to the preference amount.~~separation from SITE Centers exceed approximately $2.055 billion. Subsequent to the payment of aggregate dividends on the RVI Preferred Shares ~~equaling the maximum preference amount of~~totaling $200 million, the RVI Preferred Shares are required to be redeemed by the Company for an$1.00 per share.

As the Company works to complete the sale of its three remaining assets, there are many factors that may affect the timing and amount of additional distributions to shareholders, including, among other things, the timing and amount received from the disposition of the remaining assets, purchase price adjustments under sale agreements, and the amount of current cash balances and sale proceeds utilized to establish a reserve fund to satisfy projected expenses and known and unknown claims which might arise during the anticipated winding-up and dissolution process.

In the event the Company is able to sell its remaining assets, the Company will likely seek to file articles of dissolution with the Secretary of State of the State of Ohio shortly afterward. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind-up its business and affairs. Under Ohio law, if the Company makes distributions to its shareholders without making adequate provisions for payment of creditors’ claims, the Company’s shareholders could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company). Therefore, the Company will likely establish a reserve fund with a portion of the proceeds from its final asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingent claims, debts or obligations which might arise, during the five-year period subsequent to the filing of the articles of dissolution. It is likely that the Company would not make a final distribution of reserve funds until such expenses and contingent claims are paid, resolved or fail to materialize, which could be several years following the date of such final sales. It is also possible that the Company may make one or more interim distributions to shareholders from the reserve fund during the five-year dissolution period as specific expenses and contingent claims are satisfied, resolved or fail to materialize.

For example, contracts governing property dispositions typically allow the purchaser to true-up common area maintenance charges with the seller at the end of the year in which the disposition occurred and to make claims for breaches of representations and other provisions under the sale agreement for a period of nine to 12 months following the disposition, subject to a cap, which is typically 2% to 3% of the gross sales price. Potential liability for most representations included in the sale agreements governing the Puerto Rico portfolio and the five-property continental U.S. portfolio expires on May 24, 2022 and June 28, 2022, respectively, and is capped at $15 million and $4 million, respectively. As of October 29, 2021, potential liability for breaches of representations on the other recent asset sales is approximately $2.2 million in the aggregate. The Company will also need to reserve amounts from sale proceeds to pay, among other items, fees to SITE Centers (including with respect to the administration of the wind-down and dissolution process), professional fees (accountants and law firms), insurance premiums and potential deductibles (including with respect to a tail insurance policy for directors and officers), vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure. The Company estimates that after all assets are sold, such wind‑down costs (excluding the payment of any claims for breaches of representations under sale agreements) could approximate between $7 million and $13 million. See “Risk Factors—Risks Related to the Company’s Strategy—The Company May Establish a Reserve Fund with Proceeds of Its Final Asset Sales in Order to Satisfy Claims” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

In addition, the Company will likely seek to delist its shares from the New York Stock Exchange (the “NYSE”) on a voluntary basis either before or shortly after the sale of its final assets in an effort to reduce its operating expenses and maximize its liquidating distributions. Under the rules of the NYSE, the NYSE also has discretionary authority to delist the Company’s common shares on an involuntary basis if the Company proceeds with a plan of dissolution, termination and liquidation. In addition, the NYSE may also commence delisting proceedings against the Company if (i) the average closing price of the Company’s common shares falls below $1.00 per ~~share. Due to~~share over a 30 consecutive-day trading period, (ii) the ~~dividend preference of~~Company’s average market capitalization falls below $15 million over a 30 consecutive-day trading period or (iii) the ~~RVI Preferred Shares, distributions of sales proceeds to holders of~~Company loses or terminates its REIT qualification. If the common shares are ~~unlikely to occur until after aggregate dividends~~delisted, shareholders may have ~~been paid~~difficulty trading their common shares on the ~~RVI Preferred Shares in an amount equal~~secondary market. Delisting would also eliminate the requirement that the Company’s Board of Directors be comprised of a majority of independent directors. See “Risk Factors—Risks Related to the ~~preference amount. At this time,~~Company’s Common Shares—If an Active Trading Market for the Company’s Common Shares Is Not Sustained, Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Through any winding-up and dissolution, the Company ~~cannot predict when or~~will be required to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), even if ~~it will declare dividends~~compliance with these reporting requirements is economically burdensome. In order to curtail expenses, the ~~holders of RVI Preferred Shares~~Company may seek relief from the Securities and ~~when or~~Exchange Commission (“SEC”) from the reporting requirements under the Exchange Act. The Company anticipates that, if such ~~dividends, if paid, will equal~~relief is granted, it would continue to file Current Reports on Form 8-K to disclose material events relating to its winding-up and dissolution, along with any other reports that the ~~preference amount or~~SEC might require, but would discontinue filing Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K and would not be required to file audited financial statements. The Company would continue to incur professional fees in connection with such delisting and deregistration processes, which would also affect the ~~maximum preference amount.~~ amounts available for distribution to shareholders in connection with the winding-up of the Company’s business and affairs.

In ~~April~~August 2021, the Company sold ~~four~~all of its interests in the limited liability companies that owned all of the Company’s remaining nine assets located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned GLA) for a gross sales price of $550.0 million. The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. Net proceeds received at closing were approximately $539.0 million of which $214.5 million was used to fully repay the outstanding balance of the Company’s mortgage loan. The sale did not include any cash or restricted cash held by or on behalf of the limited liability companies at closing and the Company retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that were deferred and are to be repaid by tenants sometime after the closing date). The gain recorded on the Puerto Rico Disposition was $24.1 million.

On October 1, 2021, the Company also sold all of its interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) in one transaction for $264.0 million. The Company retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that were deferred and are to be repaid by tenants sometime after the closing date). Net proceeds received at closing were approximately $242.4 million, excluding $4.4 million of escrows established at closing which may be released to the Company in the event certain leasing activity is completed within 180 days of closing. The Company expects to record a gain of approximately $10 million in the fourth quarter of 2021 in connection with the sale of these assets.

In addition to the two portfolio transactions discussed above, for the nine months ended September 30, 2021, the Company sold five shopping centers, in separate transactions, aggregating ~~0.9~~1.1 million square feet, for an aggregate gross sales price of ~~$38.9~~$59.2 million.

The Company has entered into an agreement to sell Green Ridge Square, located in Grand Rapids, Michigan, for $23.3 million in cash, subject to adjustment for certain closing pro-rations, allocations, credits, closing costs and escrows. The general due diligence period has expired under the sale agreement and the closing of the transaction is expected to occur by the end of the fourth quarter of 2021. Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.

	Three Months						Nine Months
	Ended March 31,						Ended September 30,
	2021			2020			2021			2020
Cash flow provided by operating activities	$	22,451		$	15,223		$	60,556		$	40,038
Cash flow (used for) provided by investing activities		(3,317	)		140,672
Cash flow provided by investing activities								586,262			228,837
Cash flow used for financing activities		(55,624	)		(165,554	)		(358,657	)		(196,366	)

Changes in cash flow compared to the prior comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased ~~$7.2~~$20.5 million primarily due to the following:

Investing Activities: Cash provided by investing activities ~~decreased $144.0~~increased $357.4 million primarily due to the following:

Financing Activities: Cash used for financing activities ~~decreased~~increased by ~~$109.9~~$162.3 million primarily due to the following:

At ~~March 31,~~September 30, 2021, the Company’s capitalization consisted of ~~$303.0 million of mortgage debt,~~ $190.0 million of RVI Preferred Shares and ~~$394.5~~$556.0 million of market equity (market equity is defined as common shares outstanding multiplied by ~~$18.71,~~$26.33, the closing price of the Company’s common shares on the ~~New York Stock Exchange~~NYSE at ~~March 31,~~September 30, 2021)~~, resulting in a debt to total market capitalization ratio~~. In October 2021, the Board of ~~0.34 to 1.0, as compared to the ratio of 0.55 to 1.0 at March 31, 2020. The closing price~~Directors of the ~~Company’s shares~~Company authorized and the Company paid a dividend on the ~~New York Stock Exchange was $12.25 at March 31, 2020.~~RVI Preferred Shares in the aggregate amount of $190.0 million and a dividend on the Company’s common shares in the aggregate amount of $465.4 million ($22.04 per common share).

~~The~~In connection with asset sales in the third quarter of 2021, the Company ~~had aggregate outstanding~~repaid the entire balance of its mortgage ~~indebtedness~~loan. As of ~~$303.0 million at March 31,~~November 3, 2021, ~~with a maturity of March 2022, subject to two one-year extension options.~~ ~~In April 2021, a $23.6 million repayment on the mortgage loan~~ ~~was made from the use of net proceeds from an asset sale consummated in early April 2021 along with unrestricted cash on hand. In addition,~~ the Company has ~~two~~one long-term ground ~~leases~~lease in which it is the ~~lessee.~~ lessee (Crossroads Plaza shopping center in Gulfport, Mississippi) with an expiration date of November 2033. The ground lease includes one, 25-year option to extend the lease term upon its expiration at fair market ground rent (as determined by an independent appraiser at the time of the option’s exercise).

~~SITE Centers Guaranty~~In connection with the sale of one asset, the Company agreed to complete certain repairs for approximately $0.9 million that are anticipated to be completed by December 31, 2021.

~~On July 2, 2018, SITE Centers provided an unconditional guaranty~~ECONOMIC CONDITIONS

Disposition Outlook. In addition to ~~PNC~~its goal of maximizing cash flow from property operations, the Company will seek to realize value through the sale of its remaining assets.

As of November 3, 2021, the Company owns interests in three remaining assets: Green Ridge Square located in Grand Rapids, Michigan; Crossroads Center located in Gulfport, Mississippi and Willowbrook Plaza located in Houston, Texas. As discussed above under “—Liquidity, Capital Resources and Financing Activities—Dispositions,” the Company is under contract to sell Green Ridge Square for a gross sale price of $23.3 million and closing is expected to occur by the end of the fourth quarter of 2021. The Company is actively working to sell Willowbrook Plaza, though no buyer has completed its due diligence investigation with respect to ~~any obligations outstanding from time to time~~that property as of November 3, 2021. As discussed above under “Contractual Obligations and Other Commitments,” the Company’s ~~Revolving Credit Agreement. In connection with this arrangement,~~interest in Crossroads Center is subject to a ground lease which has an expiration date of November 2033 and one, 25-year renewal option. The Company is exploring the ~~Company has agreed to pay to SITE Centers a guaranty commitment fee~~feasibility of ~~0.20% per annum on the committed amount~~negotiating an early extension or restructuring of the ~~Revolving Credit Agreement and a~~ground lease term with the owner of the fee interest prior to commencing efforts to market the Company’s interest in the property for sale. The Company is

~~fee equal~~currently unable to ~~5.00% per annum on any amounts drawn by~~predict the ~~Company under~~timing, pricing or success applicable to the ~~Revolving Credit Agreement. In~~sales of Willowbrook Plaza or Crossroads Center, particularly in light of the ~~event SITE Centers pays any~~limited duration 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~~ground lease interest ~~that accrues at a rate generally equal to the sum of the LIBOR rate (or other applicable benchmark rate) plus 8.75% per annum.~~ ~~SITE Centers continued to provide the guaranty~~ in ~~connection with the February 2021 extension of the Revolving Credit Agreement’s maturity date to February 9, 2022.~~Crossroads Center.

~~The Company has entered into agreements with general contractors related to its shopping centers having aggregate~~commitments of approximately $1.5 million at March 31, 2021. 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. 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 March 31, 2021, 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. As of March 31, 2021, the Company had expended approximately $126 million in connection with repairing property damage caused by the hurricane. Included in restricted cash at March 31, 2021 are the remaining property damage settlement proceeds of $30.7 million along with other related hurricane reserves required by the mortgage lender of $6.5 million aggregating $37.2 million. The Company estimates that it will incur between $5 million and $7 million to complete its restoration efforts subject to the mortgage lender’s satisfaction that all necessary restoration work has been completed. The Company anticipates that the repair and restoration work will be substantially complete in mid-2021, the timing of which has been delayed by the impact of the COVID-19 pandemic. 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. In addition, the timing of completing the remaining repair work could be delayed by any additional stay-at-home directives or temporary closures of non-essential businesses as a result of the impacts of the COVID-19 pandemic.

Portfolio Composition and Retail Environment. ~~Though leasing prospects are heavily dependent on local conditions, in general, the Company saw continued demand from tenants for its continental U.S. space during January and February of 2020 before~~ ~~uncertainty and tenant concern around the COVID-19 pandemic~~ ~~caused a slow-down in lease activity from March 2020 through March 31, 2021.~~ The Company’s portfolio has a diversified tenant base, with only two tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized revenues at March 31, 2021 (Walmart/Sam’s Club at 5.4% and PetSmart at 3.5%). Other significant tenants include TJX Companies (T.J. Maxx, Marshalls and HomeGoods), Bed Bath & Beyond and Best Buy. All of these tenants have relatively strong financial positions, having outperformed other retail categories on a relative basis over time, and the Company believes they remain well capitalized. ~~Historically, these tenants have provided a stable revenue base, and the Company believes that they will continue doing so going forward, given the long-term nature of these leases.~~ base. Moreover, the majority of the tenants ~~in the Company’s continental U.S. shopping centers~~ provide day-to-day consumer necessities with a focus on value, convenience and service, which the Company believes will enable many of its tenants to succeed under a variety of economic conditions. The Company recognizes the risks posed by current economic conditions but believes that the diversity of its properties and the credit quality of its tenant base should enable it to navigate through a potentially challenging economic environment.

The shopping center portfolio’s occupancy was 86.8% and 87.2% at March 31, 2021 and 2020, respectively. The net decrease in the rate primarily was attributed to the sale of assets having higher occupancy rates and a combination of tenant expirations and bankruptcies. The total portfolio average annualized base rent per occupied square foot was $16.03 at March 31, 2021, as compared to $15.65 at March 31, 2020.

At March 31, 2021, the Company owned 11 assets on the island of Puerto Rico (including five enclosed malls) aggregating 3.9 million square feet, representing 46% of Company-owned GLA and approximately 56% of the Company’s total consolidated revenue and approximately 54% of the Company’s total consolidated revenue less operating expenses (i.e., net operating income) for the three months ended March 31, 2021. The Company believes that the tenants at its Puerto Rico properties (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. However, new demand for space at the Puerto Rico properties has been more limited, especially with respect to big-box and national tenants as many of those tenants continue to evaluate their

presence and operating plans on the Island. Limited leasing demand may continue to put pressure on leasing spreads on both new leases and renewals as the Company seeks to prioritize occupancy over rental rate growth. 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, which may further adversely impact retail tenants’ interest in maintaining or expanding their operations in Puerto Rico. The impact of Hurricane Maria in Puerto Rico further exacerbated these concerns.

~~The~~ retail sector continues to be affected by increasing ~~competition, including the impact of e-commerce.~~competition. 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.

In addition to the impacts of increased competition ~~e-commerce~~ and ~~adverse conditions in Puerto Rico,~~e-commerce, beginning in March 2020, the retail sector ~~in both the continental U.S.~~ ~~and Puerto Rico~~ ~~has been~~was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic 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 reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of April 23, 2021, approximately 99% of the Company’s tenants (based on average base rents) were open for business, up from a low of approximately 34% in early April 2020. Tenant operations in Puerto Rico have been particularly impacted by local government mandates and operating restrictions. Malls and nonessential businesses at outdoor shopping centers were forced to close from mid-March until early June of 2020 and gyms and movie theatres remained subject to mandatory closure orders until mid-September 2020. Malls and shopping centers in Puerto Rico remained subject to significant operating restrictions during the first quarter of 2021 and concerns regarding increases in local COVID-19 infection levels caused the Puerto Rico government to re-tighten store capacity restrictions and curfews in mid-April 2021. These restrictions are expected to continue to challenge tenant revenues, rent collections and the overall leasing environment in Puerto Rico.

The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents for April 2020 through March 31, 2021. The Company’s collection rates showed improvement in the second half of 2020 and continuing into the first quarter of 2021. A majority of tenants, including tenants previously on the cash basis of accounting, have resumed repaying their monthly rent and are repaying deferred rents from prior periods. As of April 23, 2021, the Company’s quarterly rent payment rates for assets owned as of March 31, 2021, are as follows:

The Company calculates the aggregate percentage of rents paid for assets owned as of March 31, 2021, by comparing the amount of tenant payments received as of the date presented to the amount billed to tenants during the period, which billed amount includes abated rents, rents subject to deferral arrangements and rents owing from bankrupt tenants that were in possession of the space and billed. For purposes of reporting the percentage of aggregate base rents collected for a given period, when rents subject to deferral arrangements are later paid, those payments are allocated to the period in which the rent was originally owed.

~~The Company continues to evaluate its options with respect to tenants with whom the Company has not~~ reached satisfactory resolution ~~of unpaid rents and has commenced collection actions against several tenants. In addition,~~with the ~~Company has engaged in discussions with most~~majority of ~~its larger~~ tenants that failed to ~~satisfy all or~~pay rents as a ~~portion~~result of disruptions to their ~~rent obligations during 2020 and~~business related to the ~~first quarter of 2021 and has agreed to terms with a significant number of such tenants.~~COVID-19 pandemic. These ~~arrangements have generally taken~~resolutions typically took the form of rent ~~deferrals~~deferral arrangements and, in circumstances where tenants ~~have~~ agreed to extend lease terms or make other material concessions, rent ~~abatements (especially in Puerto Rico). As~~abatements. The majority of ~~April 23, 2021, agreed-upon rent-deferral and abatement arrangements relating to 2020 and 2021 base rents that remain unpaid for assets owned~~deferred amounts have been repaid as of ~~March 31, 2021, represented the following percentages:~~

~~A majority of rent deferral arrangements are obligated to be repaid by year-end~~September 30, 2021.

~~While the~~The Company is unable to forecast ~~the resolution of unpaid rents, the level of rent collections in subsequent periods or~~ the duration of the disruption to tenant and Company operations caused by the COVID-19 ~~pandemic, the Company witnessed an improvement in~~pandemic. Although the level and pace of tenant collections ~~in late 2020, which continued~~exceeded management’s expectations during the first ~~quarter~~nine months of ~~2021. However, any~~

~~increases~~2021, the pandemic continues to pose risks to the Company and tenant operations. If new surges in ~~infection levels, the discovery of~~contagion occur, or if new COVID-19 variants are discovered which are more infectious or ~~delays~~resistant to vaccines, or if there are decreases in the ~~acceptance, administration or~~ effectiveness of COVID-19 vaccines, the Company’s recent success in the collection of deferred rents and unresolved amounts could be adversely impacted and such developments could lead to new restrictions on tenant operations, nonpayment of contractual and previously deferred rents, additional tenant requests for rent relief and additional tenant closures and bankruptcies, all of which could adversely impact the Company’s results of operations and ability to sell its remaining assets in the future. Certain tenant categories remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters, restaurants and entertainment.

~~Disposition Outlook~~. In addition to its goal of maximizing cash flow from property operations, the Company seeks to realize value through the regular sale of assets to a variety of buyers. In recent years, the market upon which this aspect of the business plan relies has 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. Prices for retail real estate in Puerto Rico (especially enclosed malls) remain highly uncertain due to local economic conditions and extremely limited transaction activity since Hurricane Maria.

The COVID-19 pandemic created uncertainty and delays with respect to the Company’s execution of the disposition portion of its business plan as many prospective purchasers suspended their acquisition activities during much of 2020 due to, among other factors, the uncertainty of tenant operations and the availability and terms of financing. While financing markets and levels of investor interest in shopping center assets have improved considerably since late 2020, financing underwriting standards remain tighter than pre-pandemic levels and it remains unclear whether purchasers’ expectations with respect to economic returns from investments in retail real estate have been altered by the pandemic and resulting changes in consumer behavior. The Company is currently unable to quantify or predict the magnitude of the impact of the COVID-19 pandemic on the timing and pricing of disposition activity.

For additional information regarding risks relating to the ~~Puerto Rico economy, the~~ COVID-19 pandemic, ~~the impact of e‑commerce~~ and other relevant business uncertainties see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s 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 Item 1A. Risk Factors in the Company’s Annual Report on 10-K for the year ended December 31, 2020. The impact of the COVID-19 pandemic may also exacerbate the risks discussed therein and herein, any of which could have a material effect ofon 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:

In the third quarter of 2021, the Company utilized proceeds from asset sales to repay all of its outstanding indebtedness. The Company’s primary market risk exposure iswas interest rate risk. At ~~March 31, 2021 and~~ December 31, 2020, the Company’s outstanding indebtedness was composed of all variable-rate ~~debt. At March 31, 2021, the Company’s~~debt with a carrying value of ~~the variable-rate debt was $294.1 million and its fair value was $312.2 million. At December 31, 2020, the Company’s carrying value of the variable-rate debt was~~ $344.5 million and ~~its fair value was $362.7 million. If interest rates were to increase by 1.00%, or 100 basis-points, the~~ fair value of the debt would be $312.0 million and $362.5 million at March 31, 2021 and December 31, 2020, 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 March 31, 2021, would result in an increase in interest expense of approximately $0.8 million for the three-month period ended March 31, 2021.$362.7 million.

The ~~Company intends to use~~remaining proceeds from asset sales ~~to repay its indebtedness and, following the repayment of its mortgage loan,~~will be used for general corporate purposes, including distributions to holders of the Company’s ~~preferred~~common shares and, ~~common shareholders. To~~in 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 impactevent aggregate gross proceeds from the Company’s ~~distributable cash flow.~~

~~The Company intends~~asset sales subsequent 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,~~July 1, 2018 exceed approximately $2.055 billion, the ~~cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated.~~ RVI Preferred Shares. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of ~~March 31,~~September 30, 2021, 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 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 ~~March 31,~~September 30, 2021, 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 ~~March 31,~~September 30, 2021, 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 ~~March 31,~~September 30, 2021, 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.

ISSUER PURCHASES OF EQUITY SECURITIES

	(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
July 1–31, 2021		598	$	22.30		—	$	—
August 1–31, 2021		—		—		—		—
September 1–30, 2021		—		—		—		—
Total		598	$	22.30		—	$	—

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~March 31,~~September 30, 2021 and December 31, 2020, (ii) Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended ~~March 31,~~September 30, 2021 and 2020, (iii) Consolidated Statements of Equity for the Three and Nine Months Ended ~~March 31,~~September 30, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2021 and 2020 and (v) Notes to Condensed 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 ~~March 31,~~September 30, 2021 and December 31, 2020	2
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended ~~March 31,~~September 30, 2021 and 2020	3
	Consolidated Statements of ~~Equity~~Operations and Comprehensive Loss for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2021 and 2020	4
	Consolidated Statements of ~~Cash Flows~~Equity for the Three and Nine Months Ended ~~March 31,~~September 30, 2021 and 2020	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	67
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1316
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2729
Item 4.	Controls and Procedures	2829

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2930
Item 1A.	Risk Factors	2930
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2930
Item 3.	Defaults Upon Senior Securities	2930
Item 4.	Mine Safety Disclosures	2930
Item 5.	Other Information	2930
Item 6.	Exhibits	3031

SIGNATURES		3132

	September 30, 2021
Cash available	$	460.9
October liquidity transactions:
Net proceeds from the sale of five continental U.S. assets on October 1, 2021		242.4
Payment of RVI Preferred Share dividend		(190.0	)
Payment of RVI common share dividend ($22.04 per share)		(465.4	)
	$	47.9

10.1		~~Second Amendment to the Credit~~Purchase Agreement, dated ~~February 26,~~as of June 30, 2021, by and among ~~the Company, the lenders named therein~~Retail Value Inc. and ~~PNC Bank, National Association,~~RVT PR Mezz Borrower 1 LLC, as ~~administrative agent~~Sellers, and Kildare Acquisitions US, LLC, as Purchaser¹

10.2		Amended and Restated ~~Guaranty Fee and Reimbursement Letter~~Purchase Agreement, dated ~~February 26,~~as of August 19, 2021, by and ~~between the Company~~among certain subsidiaries of Retail Value Inc., as Sellers, and ~~SITE Centers Corp. (f/k/a DDR Corp.)~~certain affiliates of Bridge 33 Capital, as Purchasers¹²

10.3		Amended and Restated Sixteenth Section Commercial Lease Contract dated July 28, 1998, by and between Harrison County Board of Education and Gulfport Retail Partners, L.P.³

10.4		First Amendment to Amended and Restated Sixteenth Section Commercial Lease Contract dated November 18, 2002, by and between Harrison County Board of Education and Gulfport Retail Partners, L.P.³

10.5		Assignment and Assumption of Ground Lease dated January 31, 2003, by and between Gulfport Retail Partners, L.P. and DDR Crossroads Center LLC³

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹³

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹³

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, 23, 4}

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, 23,}⁴

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document¹³

101.SCH		Inline XBRL Taxonomy Extension Schema Document¹³

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document¹³

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document¹³

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document¹³

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document¹³

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2021 has been formatted in Inline XBRL and included in Exhibit 101.

	Three Months Ended March 31, 2021
	Continental U.S.			Puerto Rico			Other			Total
Lease revenue and other property revenue	$	18,170		$	23,289					$	41,459
Rental operation expenses		(5,518	)		(8,355	)					(13,873	)
Net operating income		12,652			14,934						27,586
Property and asset management fees		(1,548	)		(2,487	)					(4,035	)
Impairment charges		0			(2,010	)					(2,010	)
Depreciation and amortization		(6,988	)		(6,370	)					(13,358	)
Unallocated expenses^(A)							$	(4,986	)		(4,986	)
Gain (loss) on disposition of real estate, net		148			(27	)					121
Income before tax expense										$	3,318

As of March 31, 2021:
Total gross real estate assets	$	594,678		$	966,986					$	1,561,664

	Three Months Ended March 31, 2020
	Continental U.S.			Puerto Rico			Other			Total
Lease revenue and other property revenue	$	24,955		$	25,414					$	50,369
Rental operation expenses		(8,277	)		(8,504	)					(16,781	)
Net operating income		16,678			16,910						33,588
Property and asset management fees		(2,418	)		(2,458	)					(4,876	)
Impairment charges		(15,910	)								(15,910	)
Depreciation and amortization		(9,230	)		(7,240	)					(16,470	)
Unallocated expenses^(A)							$	(12,000	)		(12,000	)
Gain on disposition of real estate, net		2,674									2,674
Loss before tax expense										$	(12,994	)

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

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Non-accelerated filer

Smaller reporting company

Emerging growth company