Property Portfolio and Leasing - As of March 31, 2023, the company's property portfolio consisted of 43 wholly-owned shopping centers, 13 shopping centers owned through a grocery-anchored joint venture, and 49 retail properties owned through a net lease joint venture, totaling 14.9 million square feet of GLA[106]. - The company's pro-rata share of the aggregate portfolio was 93.3% leased as of March 31, 2023[106]. - Approximately 66% of existing leases are triple net leases, allowing the company to recover operating expenses, with 97% of leases expected to recover increases in operating expenses during inflationary periods[108]. - The company reported a total of 67 leasing transactions during the three months ended March 31, 2023, with a total square footage of 506,118 and a base rent of $15.06 per square foot[115]. - The company derives 96.5% of its multi-tenant retail annualized base rent from the top 40 national markets, including cities like Boston, Atlanta, and Detroit[107]. - The company has long-term lease agreements with 7% - 13% of leases expiring each year over the next three years, allowing for potential rent resets to market rates[111]. Financial Performance - Total revenue for the three months ended March 31, 2023, decreased by $3.8 million, or 6.8%, compared to the same period in 2022, totaling $52.2 million[133]. - Funds from operations (FFO) available to common shareholders for the three months ended March 31, 2023, was $21.4 million, compared to $24.1 million for the same period in 2022, representing a decrease of approximately 11.3%[179]. - Operating FFO available to common shareholders for the same period was $24.3 million, slightly up from $24.1 million in 2022, indicating a marginal increase of about 0.8%[179]. - The company reported a net loss available to common shareholders of $0.4 million for the three months ended March 31, 2023, compared to a net income of $4.1 million in the same period of 2022[179]. - The market price per common share decreased from $13.77 in 2022 to $9.51 in 2023, reflecting a decline of approximately 30.5%[171]. - Same Property NOI for the three months ended March 31, 2023, includes 39 consolidated operating properties, with no new acquisitions in the same period[181]. - Same Property NOI for Q1 2023 was $36,918,000, representing a 3.8% increase from $35,581,000 in Q1 2022[183]. - Period-end occupancy remained stable at 91.2% for both Q1 2023 and Q1 2022[183]. Expenses and Costs - The company’s general and administrative expenses are expected to increase due to rising inflation rates impacting compensation and professional service fees[109]. - General and administrative expenses increased by $1.0 million, or 11.6%, primarily due to one-time employee termination benefits[138]. - Non-recoverable operating expenses increased by $0.2 million, or 7.8%, primarily due to increased property-related employee compensation[136]. - General and administrative expenses for Q1 2023 were $9,315,000, an increase from $8,348,000 in Q1 2022[183]. Debt and Liquidity - As of March 31, 2023, variable-rate borrowings accounted for 4% of total debt, limiting short-term exposure to interest rate increases[110]. - The company aims to maintain a strong, flexible, and investment-grade balance sheet, with low leverage and high liquidity[108]. - As of March 31, 2023, net debt was $904.2 million, reflecting a net debt to total market capitalization of 49.3%, up from 40.3% a year earlier[117]. - The company had $861.6 million of debt outstanding as of March 31, 2023, including $511.5 million in senior unsecured notes and $310.0 million in unsecured term loan facilities[155]. - The company has $463.0 million of unused capacity under its $500.0 million unsecured revolving credit facility as of March 31, 2023[144]. - The company had derivative instruments with an aggregate notional amount of $310 million as of March 31, 2023, with fixed interest rates ranging from 1.17% to 3.36%[185]. - A 100 basis point increase in interest rates would decrease the fair value of total outstanding debt by approximately $19.7 million as of March 31, 2023[184]. Capital Expenditures and Growth Strategy - For the remainder of 2023, the company anticipates capital expenditures between $40.0 million and $50.0 million, with ongoing expenditures of $27.0 million to $32.0 million and discretionary expenditures of $13.0 million to $18.0 million[169]. - The company plans to pursue growth through strategic acquisitions of attractively priced open-air shopping centers and redevelopment of existing properties[162]. - The company has entered into agreements for construction activities with an aggregate remaining cost of approximately $6.6 million as of March 31, 2023[167]. Market Capitalization and Shareholder Returns - As of March 31, 2023, the total market capitalization was $1.8 billion, down from $2.2 billion in 2022, reflecting a decrease of approximately 18.7%[171]. - The company intends to maintain a quarterly common dividend of at least $0.14 per share, having declared this amount for the quarter ending March 31, 2023[152][153]. - The company had 85.6 million common shares outstanding as of March 31, 2023, an increase from 84.2 million in 2022[171].

Property Portfolio and Acquisitions - As of December 31, 2022, RPT Realty's property portfolio consisted of 44 wholly-owned shopping centers and represented 15.0 million square feet of gross leasable area, with a pro-rata share of 93.8% leased[13]. - In 2022, RPT Realty closed on two shopping center acquisitions for an aggregate amount of $110.2 million and three shopping center dispositions for $100.4 million[23]. - RPT Realty's strategy includes acquiring high-quality open-air shopping centers in top U.S. metropolitan areas, focusing on strong demographics and job growth[19]. - The company intends to pursue growth through strategic acquisitions of attractively priced open-air shopping centers[151]. - The company has a diversified tenant mix with major tenants including Dick's Sporting Goods, Publix, and LA Fitness across various properties[121]. Financial Performance - Net income available to common shareholders was $77.3 million, or $0.89 per diluted share, for the year ended December 31, 2022, compared to $61.9 million, or $0.75 per diluted share, for the same period in 2021[154]. - FFO was $95.8 million, or $1.02 per diluted share, for the year ended December 31, 2022, compared to $70.2 million, or $0.85 per diluted share, for the same period in 2021[154]. - Total revenue for the year ended December 31, 2022, was $217.7 million, an increase of $4.2 million or 2.0% compared to 2021[171]. - Same property net operating income increased 4.3% for the year ended December 31, 2022, compared to the same period in 2021[154]. - Cash provided by operating activities for the year ended December 31, 2022, was $97.7 million, up from $92.9 million in 2021[206]. Leasing and Occupancy - The company reported 307 leasing transactions in 2022, totaling 2,208,591 square feet, with a total base rent of $17.18 per square foot[21]. - As of December 31, 2022, the Company's aggregate portfolio leased rate was 93.8%, up from 93.1% at December 31, 2021[154]. - The average base rent for properties in the portfolio is $16.12 per leased square foot, with significant variations across locations[118]. - The average annualized base rent for small shop tenants (less than 10,000 square feet) in 2023 is $26.26, contributing $9,007,199 to total annualized base rent[130]. - The total number of expiring leases for small shop tenants in 2024 is 165, with a total annualized base rent of $10,305,129, representing 13.5% of total annualized base rent[130]. Financial Risks and Challenges - The company faces competition from larger REITs and private institutional investors, which may affect property acquisition costs and growth potential[38]. - Economic challenges such as inflation and labor shortages may adversely impact tenants' ability to pay rent, affecting the company's financial performance[53]. - The company may incur additional operating costs due to compliance with new regulations and sanitation measures, affecting overall profitability[73]. - The reliance on anchor tenants is critical, as their insolvency or lease termination could adversely impact the performance of the company's properties[59]. - The company is susceptible to risks associated with joint ventures, including lack of sole decision-making authority and potential conflicts with partners[65]. Sustainability and Corporate Governance - The company published its second annual Corporate Sustainability Report in 2022, highlighting its ESG initiatives and goals[33]. - The company is focused on environmental sustainability initiatives to reduce its carbon footprint and improve energy efficiency, which may lower operating costs[35]. - The company engages with stakeholders regularly to discuss important issues, including ESG topics, enhancing transparency and accountability[35]. - The company’s governance structure emphasizes integrity and transparency, which is believed to contribute to long-term success[35]. - The company supports philanthropic initiatives and encourages employee volunteerism through its "Act Locally Give Globally" program[37]. Employee and Workforce - RPT Realty's workforce consisted of 138 full-time employees as of December 31, 2022, with 56% being female[34]. - The company offers a comprehensive benefits package, including health insurance, paid time off, and wellness programs, promoting employee satisfaction and work-life balance[37]. - The company emphasizes a commitment to diversity and inclusion, requiring all employees to complete training on business conduct and ethics[35]. Debt and Financing - As of December 31, 2022, the company had $855.4 million of outstanding indebtedness, net of deferred financing costs, including $0.8 million of finance lease obligations[81]. - The company is reliant on capital markets for refinancing debt upon maturity, with potential adverse effects if market conditions are restrictive[81]. - The company must distribute at least 90% of its REIT taxable income annually to maintain its REIT status, which may limit cash available for growth[86]. - The discontinuation of LIBOR may lead to higher borrowing costs as contracts transition to alternative reference rates[91]. - The company had ten interest rate swap agreements in effect for an aggregate notional amount of $310.0 million, converting floating rate corporate debt to fixed rate debt[79].

Property Portfolio - As of September 30, 2022, the company's property portfolio consisted of 46 wholly-owned shopping centers, 11 shopping centers owned through a grocery-anchored joint venture, and 48 retail properties owned through a net lease joint venture, totaling 15.0 million square feet of GLA [120]. - The company's pro-rata share of the aggregate portfolio was 94.0% leased as of September 30, 2022 [120]. - The company's total operating portfolio included 105 properties with a total GLA of 14,980 thousand square feet, with an overall leased percentage of 94.0% [133]. - The average base rent per square foot across the total portfolio was $16.32 [133]. Lease Agreements - The company derived 96.0% of its annualized base rent from the top 40 national markets, including cities like Boston, Atlanta, and Detroit [124]. - Approximately 67% of existing leases were triple net leases, allowing the company to recover operating expenses from tenants [127]. - The company reported that 6% to 10% of its long-term lease agreements will expire each year over the next three years, allowing for potential rent resets to market rates [130]. Financial Performance - Total revenue for the three months ended September 30, 2022, decreased by $0.4 million, or (0.8)%, compared to the same period in 2021, primarily due to a $5.5 million decrease related to properties disposed since the prior period [151]. - Total revenue for the nine months ended September 30, 2022, increased by $8.6 million, or 5.5%, to $166.1 million compared to $157.5 million in the same period in 2021 [164]. - Net income for the three months ended September 30, 2022, was $13.23 million, a decrease of 49.7% compared to $26.30 million in the same period of 2021 [215]. - Net income available to common shareholders for the three months ended September 30, 2022, was $11,299,000, down from $24,026,000 in 2021, indicating a decline of 53.0% [221]. Expenses and Costs - General and administrative expenses increased by $2.0 million, or 27.9%, for the three months ended September 30, 2022, primarily due to higher legal and professional fees [158]. - Recoverable operating expenses increased by $0.8 million, or 13.8%, for the three months ended September 30, 2022, primarily due to higher common area maintenance expenses [154]. - Non-recoverable operating expenses increased by $0.3 million, or 12.4%, for the three months ended September 30, 2022, primarily due to expenses associated with properties acquired since the prior period [155]. - General and administrative expense rose by $4.1 million, or 18.4%, to $26.4 million for the nine months ended September 30, 2022, mainly due to higher wages and professional fees [170]. Debt and Financing - As of September 30, 2022, the company had net debt of $993.7 million, reflecting a net debt to total market capitalization ratio of 57.5%, up from 43.6% a year earlier [137]. - The company had $100.0 million outstanding on its revolving credit facility as of September 30, 2022, with $400.0 million of unused capacity under its $500.0 million facility [178]. - The company recorded a gain on the sale of real estate of $11.1 million for the three months ended September 30, 2022, down from $22.2 million in the prior year [151]. - The company anticipates using net proceeds from property sales to reduce outstanding debt and support growth initiatives [180]. Joint Ventures and Acquisitions - The company has entered two strategic joint ventures over the past three years, focusing on major metropolitan U.S. markets in the Northeast and Southeast regions [124]. - The company closed two shopping center acquisitions for an aggregate amount of $110.2 million and three dispositions for $98.4 million during the nine months ended September 30, 2022 [135]. - Total properties increased from 86 in 2021 to 105 in 2022, with acquisitions rising from 5 to 19 in the RGMZ retail properties segment [219]. Shareholder Returns - The company declared a quarterly cash dividend of $0.13 per common share and $0.90625 per Series D Preferred Share, maintaining a policy to distribute at least 90% of REIT taxable income [187]. - Preferred share dividends for the three months ended September 30, 2022, remained constant at $1.68 million compared to the same period in 2021 [215]. Market and Economic Conditions - The company expects to recover increases in operating expenses from approximately 97% of existing leases during inflationary periods [127]. - A 100 basis point change in interest rates would impact future earnings and cash flows by approximately $1.0 million annually [222]. - The average interest rate for fixed-rate debt was 3.6% as of September 30, 2022, while the average interest rate for variable-rate debt was 3.9% [223]. - The company expects all LIBOR settings relevant to its operations to cease publication after June 30, 2023, necessitating a transition to alternative rates [225].

Property Portfolio and Leasing - As of June 30, 2022, the company's property portfolio consisted of 47 wholly-owned shopping centers, 10 shopping centers through a grocery-anchored joint venture, and 47 retail properties through a net lease joint venture, totaling 14.9 million square feet of GLA[116] - The company's pro-rata share of the aggregate portfolio was 93.3% leased as of June 30, 2022[116] - 96.1% of the company's annualized base rent was derived from the top 40 national markets, including cities like Boston, Atlanta, and Detroit[120] - Approximately 68% of existing leases were triple net leases, allowing the company to recover operating expenses from tenants[123] - The company reported that 6% to 11% of long-term lease agreements with tenants will expire each year over the next three years, allowing for potential rent resets[126] - The company's multi-tenant operating portfolio had an overall leased percentage of 93.3% and an occupied percentage of 90.3% as of June 30, 2022[129] Financial Performance - Total revenue for the three months ended June 30, 2022, increased by $3.1 million, or 5.9%, compared to the same period in 2021, primarily due to properties acquired since the prior period[147] - Total revenue for the six months ended June 30, 2022, increased by $9.1 million, or 8.9%, compared to the same period in 2021, reaching $111.4 million[159] - Net income available to common shareholders for the three months ended June 30, 2022, was $5,120,000, a decrease of 85.2% compared to $34,706,000 for the same period in 2021[205] - FFO available to common shareholders for the three months ended June 30, 2022, was $20,162,000, an increase of 10.0% from $18,326,000 in the same period of 2021[205] - Operating FFO available to common shareholders and dilutive securities for the three months ended June 30, 2022, was $25,303,000, representing a 41.5% increase from $17,878,000 in the same period of 2021[205] - Same Property NOI for the first half of 2022 was $67.38 million, up 7.5% from $62.80 million in the same period of 2021[211] Debt and Financing - Net debt as of June 30, 2022, was $989.8 million, reflecting a net debt to total market capitalization ratio of 51.2%, up from 41.4% at June 30, 2021[133] - As of June 30, 2022, the company had $964.5 million in total debt, including $511.5 million in senior unsecured notes and $310.0 million in unsecured term loan facilities, with interest rates ranging from 2.46% to 4.74%[182] - The company has ten interest rate swap agreements in effect for an aggregate notional amount of $310.0 million, converting floating rate corporate debt to fixed rate debt[184] - Total fixed-rate debt amounted to $852.53 million with a weighted average interest rate of 3.7%[213] - Variable-rate debt was $112 million with an average interest rate of 2.8%[213] - A 100 basis point increase in interest rates would decrease the fair value of total outstanding debt by approximately $23.3 million as of June 30, 2022[212] Expenses and Costs - General and administrative expenses increased by $1.1 million, or 14.2%, for the three months ended June 30, 2022, due to higher wages and payroll-related expenses[154] - Real estate tax expense decreased by $1.6 million, or 18.0%, for the three months ended June 30, 2022, due to lower net expenses at existing properties[149] - Recoverable operating expenses increased by $1.3 million, or 23.4%, for the three months ended June 30, 2022, primarily due to properties acquired since the prior period[150] - Depreciation and amortization expense increased by $2.6 million, or 15.5%, for the three months ended June 30, 2022, primarily due to properties acquired since the prior period[152] - Interest expense decreased by $1.6 million, or 8.7%, to $17.1 million for the six months ended June 30, 2022, due to a 30 basis point decrease in the weighted average interest rate[168] Strategic Initiatives - The company aims to pursue growth through strategic acquisitions of attractively priced open-air shopping centers and disciplined capital recycling strategies[121] - The company intends to pursue growth through strategic acquisitions of open-air shopping centers and redevelopment of existing properties, while selectively disposing of maximized value properties[189] - The company is focused on enhancing tenant relationships and reducing operating expenses to drive rent and occupancy[121] COVID-19 Impact - The company continues to monitor the impact of COVID-19 on its business and tenants, with current rent collections approaching pre-pandemic levels[119] Shareholder Returns - The Board of Trustees declared a quarterly cash dividend of $0.13 per common share and $0.90625 per Series D Preferred Share, maintaining a policy to distribute at least 90% of REIT taxable income[180] Capital Expenditures and Investments - The company plans to spend between $25.0 million and $35.0 million on capital expenditures for the remainder of 2022, focusing on leasing costs and targeted remerchandising[197] - The company closed on two shopping center acquisitions for an aggregate amount of $110.2 million during the six months ended June 30, 2022[131] - Net cash used in investing activities increased by $45.9 million to $103.9 million for the six months ended June 30, 2022, compared to $58.0 million in 2021[177] Market Conditions and Future Outlook - The transition from LIBOR to SOFR is expected to impact borrowing costs, with potential increases due to differences between the two rates[216] - The company has material contracts indexed to USD-LIBOR, which may require substantial negotiation for transitioning to alternative rates[215] - The discontinuation of LIBOR will not affect the company's ability to borrow or maintain existing borrowings, but may lead to higher interest costs if contracts are converted to SOFR[216]

Property Portfolio and Leasing - As of March 31, 2022, the company's property portfolio consisted of 47 wholly-owned shopping centers, 10 shopping centers through a grocery-anchored joint venture, and 40 retail properties through a net lease joint venture, totaling 14.6 million square feet of GLA[111]. - The company's pro-rata share of the aggregate portfolio was 93.2% leased as of March 31, 2022[111]. - The company's multi-tenant operating portfolio had an overall leased percentage of 93.2% and an occupied percentage of 90.6% as of March 31, 2022[124]. - Approximately 70% of existing leases were triple net leases, allowing the company to recover operating expenses from tenants[118]. - The company is focused on remerchandising and redeveloping existing properties to enhance tenant credit and improve the consumer experience[117]. Financial Performance - Total revenue for the three months ended March 31, 2022, increased by $6.0 million, or 12.0%, compared to the same period in 2021, reaching $56.1 million[141]. - Net income available to common shareholders for the three months ended March 31, 2022, was $4,101,000, a decrease of 73.0% from $15,235,000 in 2021[186]. - FFO available to common shareholders and dilutive securities increased to $25,908,000 for Q1 2022, up 60.0% from $16,115,000 in Q1 2021[186]. - Same Property NOI for the three months ended March 31, 2022, was $35,206,000, representing a 9.0% increase from $32,046,000 in 2021[190]. - Operating FFO available to common shareholders and dilutive securities for Q1 2022 was $24,079,000, compared to $16,054,000 in Q1 2021, marking a 50.0% increase[186]. Debt and Capital Structure - The company reported a net debt of $888.4 million as of March 31, 2022, with a net debt to total market capitalization ratio of 40.3%, down from 42.9% a year earlier[127]. - The company had $852.9 million of debt outstanding as of March 31, 2022, consisting of $511.5 million in senior unsecured notes and $310.0 million in unsecured term loan facilities[163]. - The company anticipates using net proceeds from property sales to reduce outstanding debt and support growth initiatives[155]. - The company has access to $350.0 million of unused capacity under its unsecured revolving credit facility as of March 31, 2022[153]. - The company entered into forward sale agreements to sell an aggregate of 1,226,271 shares at a weighted average offering price of $13.85 during the three months ended March 31, 2022[129]. Expenses and Cash Flow - General and administrative expenses rose by $1.0 million, or 13.3%, to $8.3 million for the three months ended March 31, 2022, primarily due to higher wages and payroll-related expenses[147]. - Net cash provided by operating activities decreased by $5.0 million to $13.9 million for the three months ended March 31, 2022, compared to $18.9 million in 2021[157][158]. - Net cash provided by investing activities was $6.0 million for the three months ended March 31, 2022, down from $24.0 million in the same period in 2021, primarily due to a decrease in proceeds from real estate sales[157][158]. - Interest expense decreased by $1.1 million, or 11.6%, to $8.3 million for the three months ended March 31, 2022, due to a decrease in average outstanding debt and a lower weighted average interest rate[150]. Market and Economic Conditions - The company anticipates that inflation will not significantly adversely affect its net operating income due to the structure of its leases[118]. - A 100 basis point increase in interest rates is estimated to decrease the fair value of total outstanding debt by approximately $25.8 million as of March 31, 2022[191]. - The company has exposure to interest rate risk on variable rate debt obligations and may use interest rate swap agreements to manage this risk[191]. - The company does not anticipate that the discontinuation of LIBOR will affect its ability to borrow or maintain outstanding borrowings[195]. Future Outlook and Strategy - The company intends to pursue growth through strategic acquisitions and redevelopment of existing properties, while also selectively disposing of maximized value properties[171]. - The company anticipates capital expenditures between $40,000,000 and $50,000,000 for the remainder of 2022, including $5,300,000 in construction commitments[178]. - The company is monitoring the transition from LIBOR to ensure minimal disruption to its financial operations[194].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10093 RPT Realty (Exact Name of Registrant as Specified in its Charter) | Maryland | | 13-6908486 | | --- | --- | --- | | (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended September 30, 2021 Commission file number 1-10093 RPT Realty | Maryland | | 13-6908486 | | --- | --- | --- | | (State of other jurisdiction of incorporation or organization) | | (I.R.S Employer Identification Numbers) | | 19 W 44th Street, | Suite 1002 | | | New York, | New York | 10036 | | (Address ...

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

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents RPT Realty's unaudited condensed consolidated financial statements, detailing changes in financial position, operations, equity, and cash flows, notably a significant net income increase from real estate sales [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2021, RPT Realty's total assets were $1.86 billion, a decrease from $1.95 billion at year-end 2020, primarily due to a reduction in cash and cash equivalents; total liabilities decreased to $1.04 billion from $1.15 billion, largely driven by a reduction in notes payable, consequently, total shareholders' equity increased to $818.9 million from $801.4 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$1,857,817** | **$1,950,040** | | Cash and cash equivalents | $133,002 | $208,887 | | Net real estate | $1,442,873 | $1,463,248 | | **Total Liabilities** | **$1,038,881** | **$1,148,671** | | Notes payable, net | $927,112 | $1,027,751 | | **Total Shareholders' Equity** | **$818,936** | **$801,369** | [Condensed Consolidated Statements of Operations and Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) For the three months ended March 31, 2021, total revenue decreased to $50.1 million from $52.9 million year-over-year; however, net income attributable to RPT surged to $16.9 million from $0.3 million in the prior-year period, primarily due to a $19.0 million gain on the sale of real estate, resulting in a diluted earnings per share of $0.19, a significant improvement from a loss of ($0.02) per share in Q1 2020, with the dividend per common share reduced to $0.075 from $0.220 Q1 2021 vs Q1 2020 Performance (in thousands, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Total Revenue | $50,093 | $52,876 | | Operating Income | $7,105 | $9,165 | | Gain on sale of real estate | $19,003 | $— | | Net Income Attributable to RPT | $16,910 | $334 | | Net Income (Loss) Available to Common Shareholders | $15,235 | $(1,341) | | Diluted Earnings (Loss) Per Common Share | $0.19 | $(0.02) | | Cash Dividend Declared per Common Share | $0.075 | $0.220 | [Condensed Consolidated Statements of Shareholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) Total shareholders' equity increased from $801.4 million at December 31, 2020, to $818.9 million at March 31, 2021, primarily driven by net income of $17.3 million and other comprehensive income of $7.5 million, partially offset by dividends declared to common and preferred shareholders totaling $7.7 million - Key changes in shareholders' equity for Q1 2021 include **net income of $16.9 million** and a **positive other comprehensive income adjustment of $7.4 million**, offset by **common and preferred dividends of $6.0 million and $1.7 million**, respectively[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2021, net cash from operating activities increased to $18.9 million from $10.3 million in Q1 2020; investing activities provided $24.0 million in cash, a reversal from a $5.7 million use in the prior year, driven by $29.3 million in net proceeds from real estate sales; financing activities used $111.0 million, primarily for a $100.0 million repayment of the revolving credit facility, compared to providing $203.6 million in Q1 2020; overall cash, cash equivalents, and restricted cash decreased by $68.1 million during the quarter Cash Flow Summary (in thousands) | Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $18,885 | $10,321 | | Net cash provided by (used in) investing activities | $23,951 | $(5,671) | | Net cash (used in) provided by financing activities | $(110,965) | $203,642 | | **Net change in cash, cash equivalents and restricted cash** | **$(68,129)** | **$208,292** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's organization, accounting policies, and significant events, including the impact of COVID-19 on operations and rent collections, the formation of the RGMZ joint venture for net lease retail properties, disposition activities generating a $19.0 million gain, debt structure and covenant compliance, and details on leases and share-based compensation - As of March 31, 2021, the company's portfolio consisted of **49 multi-tenant shopping centers** and **13 net lease retail properties**, with a **pro-rata leased rate of 92.0%**[24](index=24&type=chunk) - The COVID-19 pandemic is identified as a significant risk, leading to numerous rent relief requests and uncertainty about future financial impact[29](index=29&type=chunk) - In Q1 2021, the company sold **13 properties and land parcels** for **gross proceeds of $36.2 million**, resulting in a **gain on sale of $19.0 million**[42](index=42&type=chunk) - On March 4, 2021, RPT formed the RGMZ joint venture, contributing **13 net lease retail properties** valued at **$36.2 million**; RPT received **$29.3 million in net cash proceeds** and retained a **6.4% stake**[44](index=44&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses COVID-19's impact on operations and rent collection, highlights capital recycling, analyzes Q1 2021 results showing revenue decline offset by property sales, and details liquidity improvements and non-GAAP performance - As of April 26, 2021, **100% of the company's 62 retail properties were open**, and **92% of first quarter 2021 rents** had been paid on a pro-rata basis[111](index=111&type=chunk) - The Board of Trustees reinstated the quarterly common dividend at **$0.075 per share** for Q1 2021 after suspending it in Q2 2020 due to the pandemic[111](index=111&type=chunk) - Total revenue for Q1 2021 decreased by **$2.8 million (5.3%) YoY**, primarily due to a **$3.0 million increase in uncollectible rental income** and rent abatements related to the COVID-19 pandemic[127](index=127&type=chunk)[135](index=135&type=chunk) Capitalization and Leverage | Metric | March 31, 2021 | March 31, 2020 | | :--- | :--- | :--- | | Net Debt (in thousands) | $786,514 | $831,584 | | Total Market Capitalization (in thousands) | $1,834,907 | $1,384,571 | | **Net debt to total market capitalization** | **42.9%** | **60.1%** | FFO and Operating FFO per Share (Diluted) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | FFO per share, diluted | $0.19 | $0.25 | | Operating FFO per share, diluted | $0.19 | $0.26 | Same Property NOI (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | Change | | :--- | :--- | :--- | :--- | | Same Property NOI | $34,728 | $37,954 | (8.5)% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk on its variable rate debt, managed through interest rate swap agreements, effectively fixing all debt as of March 31, 2021, and mitigating near-term earnings impact from rate fluctuations, while actively monitoring the transition from LIBOR to alternative reference rates like SOFR - The company uses interest rate swaps to manage exposure to interest rate risk; as of March 31, 2021, derivative instruments with a **notional amount of $385.0 million** were outstanding, effectively converting all variable rate debt to fixed rate[180](index=180&type=chunk)[181](index=181&type=chunk) - A **100 basis point increase** in interest rates would decrease the fair value of the company's total outstanding debt by approximately **$25.0 million** as of March 31, 2021[180](index=180&type=chunk) - The company acknowledges the upcoming cessation of LIBOR and is monitoring the transition to alternative rates like SOFR, as it has material contracts indexed to USD-LIBOR[182](index=182&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2021, with no material changes in internal control over financial reporting during the quarter - Based on an assessment as of March 31, 2021, the CEO and CFO concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[185](index=185&type=chunk) - There were no material changes in the company's internal control over financial reporting during the first quarter of 2021[186](index=186&type=chunk) [PART II – OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in certain litigation arising in the ordinary course of business but does not believe any of these proceedings will have a material effect on its consolidated financial statements - The company states that it is not involved in any litigation expected to have a material effect on its financial statements[188](index=188&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the company's risk factors during the first quarter of 2021 compared to those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes to risk factors were reported for the three months ended March 31, 2021, compared to the 2020 Form 10-K[189](index=189&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter ended March 31, 2021, the company did not repurchase shares as part of a publicly announced program; however, it withheld 72,787 common shares from employees at an average price of $10.57 per share to satisfy statutory income tax obligations related to the vesting of restricted share awards - In Q1 2021, the company withheld **72,787 shares** from employees to cover tax obligations from vesting restricted share awards[192](index=192&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include the CEO and CFO certifications pursuant to the Sarbanes-Oxley Act of 2002 and the Inline XBRL financial data files - Exhibits filed include CEO and CFO certifications (**31.1, 31.2, 32.1, 32.2**) and Inline XBRL documents (**101 series**)[194](index=194&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-10093 RPT Realty (Exact Name of Registrant as Specified in its Charter) | Maryland | | 13-6908486 | | --- | --- | --- | | (State ...