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, 2021,~~22, 2022, 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			March 31, 2022			December 31, 2021
Assets
Land	$	397,024		$	397,699
Buildings		1,030,973			1,031,886		$	51,261		$	51,261
Fixtures and tenant improvements		131,780			134,335			8,305			8,260
		1,559,777			1,563,920			59,566			59,521
Less: Accumulated depreciation		(602,879	)		(593,691	)		(36,802	)		(36,195	)
		956,898			970,229
Construction in progress		1,887			1,515
Total real estate assets, net		958,785			971,744			22,764			23,326
Cash and cash equivalents		72,741			56,849			44,769			110,470
Restricted cash		63,557			115,939			1,098			1,993
Accounts receivable		22,053			25,302			2,364			3,891
Other assets, net		23,188			26,042			4,498			4,718
	$	1,140,324		$	1,195,876		$	75,493		$	144,398
Liabilities and Equity
Mortgage indebtedness, net	$	294,069		$	344,485
Accounts payable and other liabilities		34,239			38,603		$	6,996		$	8,331
Dividends payable		0			23,002			0			69,053
Total liabilities		328,308			406,090			6,996			77,384
Commitments and contingencies (Note 6)
Redeemable preferred equity		190,000			190,000
Commitments and contingencies (Note 1)
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 shares issued at March 31, 2022 and December 31, 2021								2,112			2,112
Additional paid-in capital		740,130			721,234			740,517			740,517
Accumulated distributions in excess of net loss		(120,219	)		(123,428	)		(674,119	)		(675,602	)
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 shares at March 31, 2022 and December 31, 2021								(13	)		(13	)
Total equity		622,016			599,786			68,497			67,014
	$	1,140,324		$	1,195,876		$	75,493		$	144,398

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

	Three Months						Three Months
	Ended March 31,						Ended March 31,
	2021			2020			2022			2021
Revenues from operations:
Rental income	$	41,422		$	50,330		$	2,279		$	18,153
Other income		37			39			2			17
		41,459			50,369			2,281			18,170
Rental operation expenses:
Operating and maintenance		9,607			11,062			288			2,384
Real estate taxes		4,266			5,719			42			3,134
Property and asset management fees		4,035			4,876			191			1,548
Impairment charges		2,010			15,910
General and administrative		865			1,077			699			865
Depreciation and amortization		13,358			16,470			607			6,988
		34,141			55,114			1,827			14,919
Other income (expense):
Interest expense, net		(3,991	)		(7,292	)		0			(3,151	)
Debt extinguishment costs		(130	)		(3,965	)		0			(73	)
Other income, net		0			334
Gain on disposition of real estate, net		121			2,674			295			148
		(4,000	)		(8,249	)		295			(3,076	)
Income (loss) before tax expense		3,318			(12,994	)
Income before tax expense								749			175
Tax expense		(109	)		(73	)		(38	)		(66	)
Net income (loss)	$	3,209		$	(13,067	)
Comprehensive income (loss)	$	3,209		$	(13,067	)
Income from continuing operations								711			109
Income from discontinued operations								772			3,100
Net income							$	1,483		$	3,209
Comprehensive income							$	1,483		$	3,209

Per share data:
Basic and diluted	$	0.15		$	(0.66	)
Basic and diluted earnings per share data:
Income from continuing operations							$	0.03		$	0
Income from discontinued operations								0.04			0.15
Net income							$	0.07		$	0.15

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

Balance as of December 31, 2020

$
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

Net income

—

—

3,209

—

3,209

Balance, March 31, 2021

$
2,108

$
740,130

$
(120,219
)

$
(3
)

$
622,016

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total
Balance as of December 31, 2021	$	2,112	$	740,517	$	(675,602	)	$	(13	)	$	67,014
Net income		—		—		1,483			—			1,483
Balance, March 31, 2022	$	2,112	$	740,517	$	(674,119	)	$	(13	)	$	68,497

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

Issuance of common shares related to
stock dividend

77

28,022

—

—

28,099

Net loss

—

—

(13,067
)

—

(13,067
)
Balance, March 31, 2020

$
1,982

$
720,893

$
(19,924
)

$
(16
)

$
702,935

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total
Balance as of December 31, 2020	$	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
Net income		—		—		3,209			—			3,209
Balance, March 31, 2021	$	2,108	$	740,130	$	(120,219	)	$	(3	)	$	622,016

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

	Three Months						Three Months
	Ended March 31,						Ended March 31,
	2021			2020			2022			2021
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 income							$	1,483		$	3,209
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		13,358			16,470			607			13,358
Amortization and write-off of above- and below-market leases, net		(236	)		(306	)		0			(236	)
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								0			781
Gain on disposition of real estate, net		(121	)		(2,674	)		(289	)		(121	)
Impairment charges		2,010			15,910			0			2,010
Net change in accounts receivable		3,298			2,014			779			3,298
Net change in accounts payable and other liabilities		(1,883	)		(7,118	)		(478	)		(1,883	)
Net change in other operating assets		2,035			(592	)		1,126			2,035
Total adjustments		19,242			28,290			1,745			19,242
Net cash flow provided by operating activities		22,451			15,223			3,228			22,451
Cash flow from investing activities:
Real estate improvements to operating real estate		(3,378	)		(6,152	)		(854	)		(3,378	)
Proceeds from disposition of real estate		61			146,824			83			61
Net cash flow (used for) provided by investing activities		(3,317	)		140,672
Net cash flow used for investing activities								(771	)		(3,317	)
Cash flow from financing activities:
Repayment of mortgage debt, including repayment costs		(51,168	)		(154,596	)		0			(51,168	)
Payment of debt issuance costs		(75	)		0
Payment of credit facility costs								0			(75	)
Dividends paid		(4,381	)		(10,958	)		(69,053	)		(4,381	)
Net cash flow used for financing activities		(55,624	)		(165,554	)		(69,053	)		(55,624	)

Net decrease in cash, cash equivalents and restricted cash		(36,490	)		(9,659	)		(66,596	)		(36,490	)
Cash, cash equivalents and restricted cash, beginning of period		172,788			183,293			112,463			172,788
Cash, cash equivalents and restricted cash, end of period	$	136,298		$	173,634		$	45,867		$	136,298

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” or the “Manager”) on July 1, 2018. ~~The Company focuses on realizing value in its business through operations and sales of its assets.~~ At March 31, ~~2021, RVI owned 22 retail shopping centers that included 11 continental U.S. assets and 11 Puerto Rico assets (including 5 enclosed malls)~~2022, RVI’s only remaining real estate investment was Crossroads Center in Gulfport, Mississippi comprising ~~8.5~~0.6 million square feet of Company-owned gross leasable area (“GLA”) ~~located~~, which was 92.1% occupied. This asset was sold on April 12, 2022.

The Company, its subsidiaries and the Manager have entered into a new External Management Agreement, effective January 1, 2022 (the “New Management Agreement”), which compensates the Manager for property management, leasing services and disposition efforts for Crossroads Center (prior to its sale) and for corporate services in ~~9 states and Puerto Rico. These properties serve as direct or indirect collateral for a mortgage loan which, as~~ ~~of March 31, 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 sold in early April 2021 along with unrestricted cash on hand (Note 11)~~.

In connection with the ~~separation from SITE Centers, SITE Centers retained 1,000 shares~~anticipated wind-up of ~~RVI’s series A preferred stock having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on~~ the ~~amount of aggregate gross proceeds generated by RVI asset sales.~~

On July 1, 2018, the Company and SITE Centers also entered into an external management agreement (the “External Management Agreement”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which SITE Centers manages RVI and its properties. SITE Centers provides RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. The Company does not have any employees. In general, either SITE Centers or RVI may terminate the management agreements on June 30, 2021, or at the end of any six-month renewal period thereafter.Company’s business. 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. 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.

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 months ended March 31, ~~2021~~2022 and ~~2020,~~2021, 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.~~2021.

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				Three Months
	Ended March 31,				Ended March 31,
	2021		2020		2022		2021
Accounts payable related to construction in progress	$	1.2	$	4.7
Accounts payable related to construction in progress (continuing operations)					$	0	$	0.2
Accounts payable related to construction in progress (discontinued operations)						0		1.0
Stock dividends		18.6		28.1		0		18.6

Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico have been 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. 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 the collection of rents for April 2020 through March 31, 2021.

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 tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collections actions against several tenants.

For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless of whether 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, 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. 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 net billed contractual tenant accounts receivable of $5.8 million at March 31, 2021. During the three months ended March 31, 2021, 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.

March 31, 2021

December 31, 2020

Intangible assets:

In-place leases, net
$
2,965

$
3,244

Above-market leases, net

346

410

Lease origination costs, net

454

487

Tenant relationships, net

3,308

3,802

Total intangible assets, net^(A)

7,073

7,943

Operating lease ROU assets

1,456

1,509

Notes receivable^(B)

3,000

3,000

Other assets:

Prepaid expenses

11,317

13,314

Other assets

342

276

Total other assets, net
$
23,188

$
26,042

Below-market leases, net (other liabilities)
$
13,529

$
13,829

As of March 31, 2021, the Company had one asset, Marketplace of Brown Deer, classified as held for sale. There were 0 assets considered as held for sale at March 31, 2020 or December 31, 2020. The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which signify that 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. The net sale proceeds were used along with unrestricted cash on hand to repay the mortgage loan by $23.6 million (Note 11). The following table presents the assets and liabilities associated with this asset (in thousands):

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 of $303.0 million at March 31, 2021, and is secured, directly and indirectly, by all 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 its first one-year extension option under the loan agreement to extend the maturity date to March 9, 2022, subject to 2 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.

~~As of March 31, 2021, the Company was in compliance with all provisions of the loan agreements.~~ ~~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 the mortgage debt are repaid first.

The Company maintains 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 for borrowings of up to $30.0 million. Borrowings under the Revolving Credit Agreement may be used by the Company for general corporate purposes and working capital. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.30% to 1.75% per annum depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.30% 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, 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 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.~~

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 Company continued to own 11 of these Puerto Rico assets at March 31, 2021.

The remaining unutilized property damage settlement proceeds of $30.7 million along with other related reserves required by the mortgage lender of $6.5 million are reflected in the Company’s consolidated balance sheets as Restricted Cash and will be disbursed to the Company in accordance with the terms of the Company’s mortgage financing upon the lender’s satisfaction that all necessary restoration work has been completed.

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~~previously sold all of ~~$2.0 million~~its properties located in Puerto Rico, which represented a strategic shift in the Company’s geographic concentration and ~~$15.9 million~~business and, as such, the Puerto Rico properties 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 operating results related to the Puerto Rico segment were as follows (in thousands):

	Three Months
	Ended March 31,
	2022			2021
Revenues from operations:
Rental income	$	847		$	23,269
Other income		0			20
		847			23,289
Rental operation expenses:
Operating and maintenance		57			7,223
Real estate taxes		0			1,132
Property and asset management fees		0			2,487
Impairment charges		0			2,010
Depreciation and amortization		0			6,370
		57			19,222
Other income (expense):
Interest expense, net		0			(840	)
Debt extinguishment costs		0			(57	)
Loss on disposition of real estate		(6	)		(27	)
		(6	)		(924	)
Income from discontinued operations before tax expense		784			3,143
Tax expense		(12	)		(43	)
Income from discontinued operations	$	772		$	3,100

The following table summarizes cash flow data relating to discontinued operations 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 analysis that compared the sum of estimated future undiscounted cash flows to the assets carrying value. These impairments 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 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 months ended March 31, 2021. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in ~~millions).~~

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

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

	Three Months				Three Months
	Ended March 31,				Ended March 31,
	2021		2020		2022		2021
Property management fees^(A)	$	2,265	$	2,552	$	66	$	2,265
Asset management fees^(B)		1,770		2,324		125		1,770
Leasing commissions^(C)		778		1,231		7		778
Maintenance services and other^(D)		344		341		6		344
Disposition fees^(E)		0		1,556
Legal fees^(F)		104		93
Legal fees^(E)						32		104
	$	5,261	$	8,097	$	236	$	5,261

~~In October 2020,~~On December 15, 2021, the Company ~~entered into an Amended~~ and ~~Restated Agreement (the “Agreement”) with an affiliate~~certain subsidiaries of SITE Centers entered into the New Management Agreement, which took effect on January 1, 2022 and compensates the Manager for property management and leasing services for Crossroads Center (prior to its sale on April 12, 2022) and for corporate services in ~~order to address~~connection with the ~~impact~~anticipated wind-up 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.~~Company’s business. 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, theNew Management Agreement, ~~provides that beginning on January 1, 2021,~~ the Company will pay ~~JDN Development~~the Manager an asset management fee for services rendered in connection with corporate management of the Company ~~(an affiliate of SITE Centers) a monthly supplementalfee~~ in an aggregate amount ~~equal~~of (i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the term of the New Management Agreement (i.e. five years from the date that the Company files a certificate of dissolution with the Secretary of State of the State of Ohio) or the earlier termination thereof. In addition, pursuant to ~~(i)~~ the ~~average monthly~~New Management Agreement, the Company paid the Manager a 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 is $737,377) minus (ii) the monthly property management fee determined~~$22,000 per month through April 2022 on ~~January 1, 2021 for the first six months~~account of ~~2021~~Crossroads Center. In April 2022, in accordance with the ~~existing property management agreements (which amount is $634,848)~~terms of the New Management Agreement, the Company paid SITE a $385,000 disposition fee for the sale of Crossroads Center and a $500,000 incentive payment in recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center). ~~This arrangement is similar~~

The New Management Agreement also obligates the Company to pay or reimburse the ~~prior arrangement between~~Manager for all commercially reasonable third-party costs and expenses incurred in the ~~parties governing~~performance of its duties under the ~~payment~~New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of ~~a monthly supplemental fee with respect to~~ the ~~last six months of 2020.~~Manager’s duties.

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					Three Months
	Ended March 31,					Ended March 31,
	2021		2020			2022		2021
Numerators – Basic and Diluted
Net income (loss) attributable to common shareholders after allocation to participating securities	$	3,209	$	(13,067	)
Net income attributable to common shareholders from continuing operations						$	711	$	109
Net income attributable to common shareholders from discontinued operations							772		3,100
Total						$	1,483	$	3,209

Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		20,916		19,749			21,117		20,916
Income (loss) Per Share:
Basic and Diluted	$	0.15	$	(0.66	)

Basic and Diluted Earnings Per Share:
Income from continuing operations						$	0.03	$	—
Income from discontinued operations							0.04		0.15
Total						$	0.07	$	0.15

In ~~November 2020,~~December 2021, the Board of Directors of the Company declared a cash dividend ~~on its~~of $3.27 per 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.2022.

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

Three Months Ended 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

InOn April ~~2021,~~12, 2022, the Company sold ~~4 assets,~~Crossroads Center in ~~separate transactions, (Marketplace of Brown Deer, Noble Town Center, Plaza Vega Baja and Uptown Solon)~~Gulfport, Mississippi for ~~a gross sales price of $38.9~~$38.5 million. In connection with the sale, in April ~~2021,~~2022, the Board of Directors of the Company ~~utilized net sale proceeds from~~authorized an incentive payment of $0.5 million to the ~~asset sold~~Manager in accordance with the terms of the New Management Agreement (Note 4). In addition, on April ~~9, 2021,~~ ~~Marketplace~~12, 2022, the 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 declared a cash dividend of $2.13 per common share, which the ~~three additional asset sales in April~~Company will ~~be used to repay mortgage debt in~~pay on May ~~2021.~~10, 2022.

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)~~(OTC Pink Market: RVIC) 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,~~2021, as well as other publicly available information. On April 7, 2022, the Company de-listed its common shares from the New York Stock Exchange (the “NYSE”) in anticipation of the Company’s sale of Crossroads Center. See further discussion below “Liquidity, Capital Resources and Financing Activities – Winding up and Dissolution.”

~~RVI is an Ohio company~~The Company was formed in December 2017 ~~that,~~ as a wholly-owned subsidiary of SITE Centers Corp. (“SITE Centers” or the “Manager”). On July 1, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company owned 48 properties and had two reportable segments: continental U.S. and Puerto Rico. As a result of the sale of the Company’s remaining Puerto Rico assets in August 2021, the Company ceased reporting financial results for the Puerto Rico segment and instead reports the financial results of the Puerto Rico segment as discontinued operations for all periods presented. At March 31, ~~2021, owned and operated a portfolio of 22 assets, composed of 11 continental U.S. assets and 11 assets~~2022, RVI’s only remaining real estate investment was Crossroads Center in ~~Puerto Rico. These properties consisted of retail shopping centers (including five enclosed malls) composed of 8.5~~Gulfport, Mississippi comprising 0.6 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. At March 31, 2021, the aggregate occupancy of the Company’s shopping center portfoliowhich was ~~86.8%, and the average annualized base rent per occupied square foot~~92.1% occupied. This asset was ~~$16.03.~~ sold on April 12, 2022.

The Company ~~expects to focus~~remains focused on ~~realizing value in its portfolio through operations and sales~~maximizing the collection of its ~~assets. The Company primarily intends~~accounts receivable, the proceeds of which are expected to ~~use net asset sale proceeds first to repay mortgage debt, second to make distributions on account of the RVI Preferred Shares, up to the preference amount,~~be used for wind-up expenses and ~~third to make~~ distributions to ~~holders of~~ the Company’s common ~~shares.~~

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

Date Sold

Property Name

City, State

Total Owned GLA

Gross
Sales Price

4/9/21

Marketplace of Brown Deer

Brown Deer, WI

405

$
10,250

4/13/21

Noble Town Center

Jenkintown, PA

168

14,000

4/14/21

Plaza Vega Baja

Vega Baja, PR

185

4,500

4/21/21

Uptown Solon

Solon, OH

182

10,100

940

$
38,850

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.shareholders. 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. Although rent collection levels continued to improve during the first quarter of 2021, collection levels remainSee discussion below historical averages and operating restrictions on tenant businesses remain in place in certain locations (including Puerto Rico). Future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants or delays in the acceptance, administration or effectiveness of COVID-19 vaccines. The ultimate imunder “pact of the pandemic and secondary social and economic effects on the Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time. For a further discussion on the impact of the COVID-19 pandemic on the Company’s business, see “Liquidity,Liquidity, Capital Resources and Financing ~~Activities”~~Activities – Winding up and ~~“Economic Conditions” included~~Dissolution.”

In April 2022, the Company sold its remaining real estate investment, Crossroads Center in ~~this section and Item 1A. Risk Factors in Part II~~Gulfport, Mississippi, for a sale price of ~~this Quarterly Report.~~$38.5 million. Net proceeds from the transaction were approximately $37.2 million.

The Company is party to an external management agreement (the ~~“External~~“New 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, 2021 or at the end of any six-month renewal period thereafter.~~

~~Pursuant~~Effective January 1, 2022, pursuant to the ~~External~~terms of the New Management Agreement, the Company ~~pays SITE Centers and certain of its subsidiaries a monthly~~will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of ~~0.5%~~(i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the ~~gross asset value~~calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the ~~Company’s properties (determined~~term of the New Management Agreement (i.e., five years from the date that the Company files a certificate of dissolution with the Secretary of State of the State of Ohio) or the earlier termination thereof. In addition, pursuant to the New Management Agreement, the Company paid the Manager a property management fee of $22,000 per month through April 2022 on

~~the immediately preceding June 30 or December 31 and calculated~~ account of Crossroads Center. In April 2022, in accordance with the terms of the ~~External~~New Management ~~Agreement)~~Agreement, the Company paid SITE a $385,000 disposition fee for the sale of Crossroads Center and a $500,000 incentive payment in recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center).

The ~~External~~New Management Agreement also ~~provides~~obligates the Company to pay or reimburse the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required 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%~~performance 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.Manager’s duties.

~~Where used, references to “Comparable Portfolio Properties” reflect shopping center properties owned as of March 31, 2021.~~

Three Months

Ended March 31,

Contractual Lease Payments

2021

2020

$ Change

Base and percentage rental income⁽¹⁾

$
28,996

$
35,614

$
(6,618
)
Recoveries from tenants⁽²⁾

10,295

12,896

(2,601
)
Uncollectible revenue⁽³⁾

238

(858
)

1,096

Ancillary rental income

1,808

2,178

(370
)
Lease termination fees

85

500

(415
)
Total contractual lease payments

$
41,422

$
50,330

$
(8,908
)

For the three months ended March 31, 2022, the Company had one operating property, Crossroads Center, which was sold in April 2022. The operations of this property account for substantially all of the revenues and operating expenses reported for the three months ended March 31, 2022. The change in income as compared to the three months ended March 31, 2021 is a result of the ~~decrease~~sale of

real estate assets in ~~base~~2021. The general and ~~percentage rental income~~administrative expenses primarily ~~was due to property dispositions.~~ represent legal, audit, tax and compliance services and director compensation. The decrease in ~~the continental U.S. occupancy rate~~interest expense 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

Ended March 31,

2021

2020

$ Change

Operating and maintenance^(A)
$
9,607

$
11,062

$
(1,455
)
Real estate taxes^(B)

4,266

5,719

(1,453
)
Property and asset management fees

4,035

4,876

(841
)
Impairment charges^(C)

2,010

15,910

(13,900
)
General and administrative^(D)

865

1,077

(212
)
Depreciation and amortization^(E)

13,358

16,470

(3,112
)

$
34,141

$
55,114

$
(20,973
)

Three Months

Ended March 31,

2021

2020

$ Change

Interest expense, net^(A)
$
(3,991
)

$
(7,292
)

$
3,301

Debt extinguishment costs^(B)

(130
)

(3,965
)

3,835

Other income, net

—

334

(334
)
Gain on disposition of real estate, net^(C)

121

2,674

(2,553
)
Tax expense

(109
)

(73
)

(36
)

$
(4,109
)

$
(8,322
)

$
4,213

The increase in net income primarily was attributable to a reduction in interest expense and debt extinguishment costs, lower impairment charges and payments of 2020 rental income by cash basis tenants~~partially offset by the impact of 2020 asset sales.~~

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

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 perspectiverepayment of the Company’s ~~financial performance not immediately apparent from net income determined~~mortgage loan in ~~accordance with GAAP.~~

~~FFO is generally defined and calculated by~~August 2021. Debt extinguishment costs (primarily related to the ~~Company as net income (loss) (computed~~non-cash write-off of unamortized deferred financing costs) were incurred 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 consistentconnection 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 performanceprepayment of the ~~core operating real estate portfolio. As a result,~~mortgage loan with asset sale proceeds. Additionally, included in discontinued operations for the ~~Company also computes Operating FFO and discusses it with~~three months ended March 31, 2022, is 2021 overage rent (for 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 indicativeCompany’s ownership period of the ~~results~~asset) from a major tenant in Puerto Rico that was not required to report the sales information until the first quarter 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. 2022.

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.

The increase in FFO primarily was due to the decrease in interest expense and debt extinguishment costs partially offset by the impact from the disposition of assets, as well as payments of 2020 rental income by cash basis tenants. The change in Operating FFO primarily was due to the same factors impacting FFO, except that the exclusion of debt extinguishments costs in 2020 resulted in an overall decrease of Operating FFO.

The Company’s reconciliation of net income (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

Ended March 31,

2021

2020

Net income (loss)
$
3,209

$
(13,067
)
Depreciation and amortization of real estate investments

13,341

16,453

Impairment of real estate assets

2,010

15,910

Gain on disposition of real estate

(121
)

(2,674
)
FFO

18,439

16,622

Debt extinguishment and other expenses

130

3,631

Non-operating items, net

130

3,631

Operating FFO
$
18,569

$
20,253

The Company ~~requires capital~~maintains and administers a reserve fund to ~~fund its operating~~satisfy projected expenses ~~capital expenditures~~ and ~~investment activities. Absent~~known and unknown claims which might arise during the ~~occurrence of an Amortization Period (as described below), the~~anticipated winding up and dissolution process. The Company’s capital sources ~~may~~ include unrestricted cash on the balance sheet related to retained asset sale proceeds and future cash flow from ~~operations, as well as availability under its Revolving Credit Agreement (as defined below).~~

~~Although the Company has experienced a reduction in timely collections~~collection of ~~rent~~accounts receivable. See further discussion below “Liquidity, Capital Resources and ~~delays in the execution of its disposition strategy as a result of the impacts of the COVID-19 pandemic, the Company witnessed continued improvement in rent collections~~Financing Activities – Winding up and transaction markets during the first quarter 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)~~.Dissolution.” 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. Apart from capital expenditures deemed advisable in connection with the maintenance and leasing of its 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.

~~As of March 31, 2021, the aggregate principal amount of the mortgage loan was $303.0 million. 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)~~.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 voluntaryfollows (in millions):

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 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 all of the Company’s properties located in the continental U.S.) and Plaza del Sol located in Bayamon, Puerto Rico (collectively, the “Mortgaged Properties”); (ii) a pledge of the equity of the Company’s subsidiaries that own each of the Company’s properties located in Puerto Rico (collectively, the “Pledged Properties”) and a pledge of related rents and other cash flows, insurance proceeds and condemnation awards and (iii) a pledge of any reserves and accounts of any borrower. The originating lenders placed the notes into a securitization trust that issued and sold mortgage-backed securities to investors.

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 a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that was amended and extended in February 2021. The Revolving Credit Agreement provides for borrowings of up to $30.0 million. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.30% 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 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.

The Company’s obligations under the Revolving Credit Agreement are guaranteed by SITE Centers in favor of PNC. In consideration thereof, the Company has agreed to pay to SITE Centers the following amounts: (i) an annual guaranty commitment fee of 0.20% of the aggregate commitments under the Revolving Credit Agreement, (ii) for all times other than those referenced in clause (iii) below, when any amounts are outstanding under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of outstanding letters of credit and (iii) in the event SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty and the Company fails to reimburse SITE Centers for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest, which will accrue from the date of such payment by SITE Centers until repaid by the Company at a rate per annum generally equal to the sum of the LIBOR rate (or other applicable benchmark rate) plus 8.75%.

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

to any restrictions set forth in the terms of its indebtedness. Upon payment to SITE Centers of aggregate dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for $1.00 per share.

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

The Company may redeem the RVI Preferred Shares, or any part thereof, at any time at a price payable per share calculated by dividing the number of RVI Preferred Shares outstanding on the redemption date into the difference of (x) $200 million minus (y) the aggregate amount of dividends previously distributed on the RVI Preferred Shares to be redeemed. As of April 30, 2021, no dividends have been paid on the RVI Preferred Shares.

~~The Company’s 2020~~In December 2021, the Company declared a cash dividend of $3.27 per common share that was paid in January 2022 funded primarily with asset sale proceeds. In April 2022, the Company declared a cash dividend of $2.13 per common share that is payable on ~~January 12, 2021, in a combination of cash and~~May 10, 2022, which will be funded primarily with proceeds from the ~~Company’s common shares. See Note 9, “Earnings Per Share,”~~sale 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 2020, the Company’s Board of Directors declared common share dividends, subject to a 10% withholding tax, on account of taxable income generated in Puerto Rico in those years. The amount of the 2020 dividend is expected to exceed the amount of REIT taxable income generated by the Company in 2020. Accordingly, federal income taxes were not incurred by the Company in 2020.last property, Crossroads Center.

The Company ~~anticipates making distributions to holders of its common shares to satisfy the requirements~~currently operates in a manner that allows it 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).~~tax. 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.

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)~~, as well as gains~~ and ~~losses~~projected expenses and contingencies relating to the ~~sale~~Company’s anticipated wind-up. The Company may elect to surrender its REIT status in connection with the anticipated wind-up of ~~assets, and the terms of the mortgage financing and the limitations set forth~~its operations in the ~~mortgage loan agreements. Distributions will also be impacted by~~event the ~~pace~~Company determines that the anticipated benefits to the Company and ~~success~~its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s ~~property disposition strategy. As a result~~remaining operations makes compliance with REIT requirements impracticable.

There are many factors that may affect the timing and amount of ~~the terms of the mortgage financing, the Company anticipates that the majority of~~additional distributions ~~of sales proceeds to be made~~ to shareholders, ~~will not occur until after the mortgage loan has been repaid or refinanced. Furthermore, subject to~~including, among other things, the Company’s ability to ~~make~~collect amounts currently owed to it by third parties and the amount of current cash balances and sale proceeds utilized to satisfy projected expenses and known and unknown claims which might arise during the anticipated winding up and dissolution process.

In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company intends to adopt liquidation accounting effective May 1, 2022, which is the beginning of the fiscal month after the sale date. The liquidation basis of accounting is appropriate when the liquidation of a company appears imminent, and the net realizable value of its assets is reasonably determinable. Under this basis of accounting, assets and liabilities are stated at their net realizable value (or liquidation value) and estimated costs through the liquidation date are accrued to the extent reasonably determinable.

Following the Company’s receipt of preclearance from the Ohio Department of Taxation (expected in the summer of 2022), the Company expects to file a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the certificate 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 ~~holders~~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 established 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 wind-up period subsequent to the filing of the certificate of dissolution. It is likely that the Company will not make a final distribution of reserve funds until such expenses and contingent claims are paid, resolved or fail to materialize, which could be one or more years following the date on which the certificate of dissolution is filed. It is also likely that the Company will 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 disposition and the October 2021 five-property continental U.S. portfolio disposition expires on May 24, 2022 and June 28, 2022, respectively, and is capped at $15 million and $4 million, respectively. As of April 22, 2022, potential liability for breaches of representations included in the sale agreements governing other recent asset sales is approximately $2.7 million in the aggregate for a total of $21.7 million when combined with the aforementioned $19 million. The Company will also need to reserve amounts to pay, among other items, fees to SITE Centers under the New Management Agreement, 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. As of March 31, 2022, the Company estimates that such wind-up 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 Expects to 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, 2021.

On April 7, 2022, the Company de-listed its common shares from the NYSE in anticipation of the Company’s sale of Crossroads Center. As a result, shareholders may have difficulty trading their common shares ~~in amounts necessary to maintain its status as a REIT~~ and ~~to avoid payment of U.S. federal income taxes, the RVI Preferred Shares will be entitled~~

~~to a dividend preference for all dividends declared on~~ the Company’s ~~capital stock, at any time up to the preference amount. Subsequent to the payment~~Board of ~~dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are~~Directors is no longer required to be ~~redeemed by~~comprised of a majority of independent directors. See “Risk Factors—Risks Related to the Company’s Common Shares—If an Active Trading Market for the Company’s Common Shares Is Not Sustained, or if the Company’s Common Shares are Delisted from the NYSE, Shareholders’ 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, 2021.

Through any winding up and dissolution, the Company ~~for an aggregate amount of $1.00 per share. Due~~will be required to continue to comply with the ~~dividend preference~~applicable reporting requirements of the ~~RVI Preferred Shares, distributions of sales proceeds~~Exchange Act, even if compliance with these reporting requirements is economically burdensome. In order to ~~holders of common shares are unlikely to occur until after aggregate dividends have been paid on the RVI Preferred Shares in an amount equal to the preference amount. At this time,~~curtail expenses, the Company ~~cannot predict when or if it~~eventually expects to seek relief from the Securities and Exchange Commission from the reporting requirements under the Exchange Act. If such relief is granted, shareholders will ~~declare dividends~~have access to substantially limited public information about the ~~holders~~Company. The Company will continue to incur professional fees prior to and in connection with such deregistration processes, which will also affect the amounts available for distribution to shareholders in connection with the winding up of ~~RVI Preferred Shares~~the Company’s business and ~~when or if such dividends, if paid, will equal the preference amount or the maximum preference amount.~~ affairs.

In April ~~2021,~~2022, the Company sold ~~four shopping centers,~~Crossroads Center, in ~~separate transactions, aggregating 0.9~~Gulfport, Mississippi, for $38.5 million ~~square feet, for an aggregate gross sales price~~in cash resulting in net proceeds of ~~$38.9~~approximately $37.2 million.

	Three Months						Three Months
	Ended March 31,						Ended March 31,
	2021			2020			2022			2021
Cash flow provided by operating activities	$	22,451		$	15,223		$	3,228		$	22,451
Cash flow (used for) provided by investing activities		(3,317	)		140,672
Cash flow used for investing activities								(771	)		(3,317	)
Cash flow used for financing activities		(55,624	)		(165,554	)		(69,053	)		(55,624	)

The Company’s cash flow compared to the prior comparable period are described as follows:

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

~~Investing Activities:~~ ~~Cash provided by investing activities~~ decreased ~~$144.0~~$19.2 million primarily due to the following:

~~Financing~~Investing Activities: Cash used for ~~financing~~investing activities decreased ~~by $109.9~~$2.5 million primarily due to the following:

Financing Activities: Cash used for financing activities increased by $13.4 million primarily due to the following:

At March 31, ~~2021,~~2022, the Company’s capitalization consisted of ~~$303.0 million of mortgage debt, $190.0 million of RVI Preferred Shares and $394.5~~$64.6 million of market equity (market equity is defined as common shares outstanding multiplied by ~~$18.71,~~$3.06, the closing price of the Company’s common shares on the ~~New York Stock Exchange~~NYSE at March 31, ~~2021), resulting in a debt to total market capitalization ratio~~2022). In April 2022, 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 on the New York Stock Exchange was $12.25 at March 31, 2020.~~

~~The~~ Company ~~had aggregate outstanding mortgage indebtedness of $303.0 million at March 31, 2021 with~~declared 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 long-term ground leases in which it is the lessee.

On July 2, 2018, SITE Centers provided an unconditional guaranty to PNC with respect to any obligations outstanding from time to time under the Company’s Revolving Credit Agreement. In connection with this arrangement, the Company has agreed to pay to SITE Centers a guaranty commitment fee of 0.20% per annum on the committed amount of the Revolving Credit Agreement and a

fee equal to 5.00% per annum on any amounts drawn by the Company under the Revolving Credit Agreement. In the event SITE Centers pays any of the Company’s obligations on the Revolving Credit Agreement and the Company fails to reimburse such amount within three business days, the guaranty provides for default interest that accrues at a rate 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.~~

~~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.~~ 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. 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, beginning in March 2020, the retail sector in both the continental U.S. ~~and Puerto Rico~~ has been 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~~dividend 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~~common shares 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, 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 2020 and the first quarter of 2021 and has agreed to terms with a significant number of such tenants. These arrangements have generally taken the form of rent deferrals and, in circumstances where tenants have agreed to extend lease terms or make other material concessions, rent abatements (especially in Puerto Rico). As of April 23, 2021, agreed-upon rent-deferral and abatement arrangements relating to 2020 and 2021 base rents that remain unpaid for assets owned as of March 31, 2021, represented the following percentages:

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

While 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 the level and pace of tenant collections in late 2020, which continued during the first quarter of 2021. However, any

~~increases in infection levels, the discovery of new COVID-19 variants or delays in the acceptance, administration or effectiveness of vaccines could lead to new restrictions~~$45.0 million ($2.13 per common share) payable 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 in the future. Certain tenant categories remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters, restaurants and entertainment.May 10, 2022.

~~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~~statements, see Item 1A. Risk Factors in the Company’s Annual Report on Form 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 of the Company.~~2021.

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

The Company’s primary market risk exposure is interest rate risk. At 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 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.

~~The Company intends to use proceeds~~Proceeds from asset sales ~~to repay its indebtedness and, following the repayment of its mortgage loan,~~will be used for general corporate purposes, including the establishment of a reserve fund to satisfy claims and expenses related to the winding up of the business and distributions to holders of the Company’s ~~preferred and~~ common shareholders. To the extent the Company was to incur variable-rate indebtedness, its exposure to increases in interest rates in an inflationary period could increase. The Company does not believe, however, that increases in interest expense as a result of inflation will significantly impact the Company’s distributable cash flow.

The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated.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, ~~2021,~~2022, 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, ~~2021,~~2022, 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, ~~2021,~~2022, 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, ~~2021,~~2022, 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.

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.

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, ~~2021~~2022 and December 31, ~~2020,~~2021, (ii) Consolidated Statements of Operations and Other Comprehensive Income ~~(Loss)~~ for the Three Months Ended March 31, ~~2021~~2022 and ~~2020,~~2021, (iii) Consolidated Statements of Equity for the Three Months Ended March 31, ~~2021~~2022 and ~~2020,~~2021, (iv) Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021 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~~N/A	~~RVI~~N/A	~~New York Stock Exchange~~N/A

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021	2
	Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~ for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	3
	Consolidated Statements of Equity for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1310
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2714
Item 4.	Controls and Procedures	2814

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2915
Item 1A.	Risk Factors	2915
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2915
Item 3.	Defaults Upon Senior Securities	2915
Item 4.	Mine Safety Disclosures	2915
Item 5.	Other Information	2915
Item 6.	Exhibits	3016

SIGNATURES		3117

	March 31, 2021
Assets
Land	$	1,967
Buildings		14,665
Fixtures and tenant improvements		5,442
		22,074
Less: Accumulated depreciation		(14,065	)
Total real estate assets, net		8,009
Intangible assets, net		484
Other assets		342
Assets associated with real estate assets held for sale	$	8,835

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

	Continental U.S. March 31,						Puerto Rico March 31,
	2021			2020			2021			2020
Centers owned	11			14			11			12
Aggregate occupancy rate		86.1	%		89.3	%		87.6	%		84.5	%
Average annualized base rent per occupied square foot	$	13.17		$	13.00		$	19.60		$	19.85

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

Below-market leases, net (other liabilities)	$	13,529	$	13,829

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
March 31, 2021
Long-lived assets held and used	$	0	$	0	$	24.9	$	24.9	$	2.0

	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

Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
4/9/21	Marketplace of Brown Deer	Brown Deer, WI		405	$	10,250
4/13/21	Noble Town Center	Jenkintown, PA		168		14,000
4/14/21	Plaza Vega Baja	Vega Baja, PR		185		4,500
4/21/21	Uptown Solon	Solon, OH		182		10,100
				940	$	38,850

	Three Months
	Ended March 31,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income⁽¹⁾	$	28,996	$	35,614		$	(6,618	)
Recoveries from tenants⁽²⁾		10,295		12,896			(2,601	)
Uncollectible revenue⁽³⁾		238		(858	)		1,096
Ancillary rental income		1,808		2,178			(370	)
Lease termination fees		85		500			(415	)
Total contractual lease payments	$	41,422	$	50,330		$	(8,908	)

	Shopping Center Portfolio March 31,
	2021			2020
Centers owned	22			26
Aggregate occupancy rate		86.8	%		87.2	%
Average annualized base rent per occupied square foot	$	16.03		$	15.65

Unrestricted cash available at March 31, 2022	$	44.8
April 2022: net proceeds from sale of Crossroads Center		37.2
April 2022: declaration of RVI common share dividend ($2.13 per share)		(45.0	)
Pro forma cash available at March 31, 2022		37.0
Less: Potential liabilities under purchase and sale agreements (disclosed below)		(21.7	)
Less: Estimate of wind-up costs (mid-point of range disclosed below)		(10.0	)
Pro forma net cash available at March 31, 2022	$	5.3

~~10.1~~		~~Second Amendment to the Credit Agreement, dated February 26, 2021, among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent~~¹

~~10.2~~10.1		~~Amended and Restated Guaranty Fee and Reimbursement Letter~~Purchase Agreement, dated as of February ~~26, 2021,~~14, 2022, by and between ~~the Company~~DDR Crossroads Center LLC and ~~SITE Centers Corp. (f/k/a DDR Corp.)~~PMAT-Stirling Crossroads, L.L.C.¹

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹²

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934¹²

32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^{1, 2}^,³

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^{1, 2}^,3

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, ~~2021~~2022 has been formatted in Inline XBRL and included in Exhibit 101.

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