~~(Former name, former address and former fiscal year, if changed since last report)~~Securities registered pursuant to Section 12(b) of the Act:

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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

As of ~~July 31, 2018,~~April 30, 2020, the registrant had ~~18,465,046 outstanding~~19,816,022 shares of common ~~shares,~~stock, $0.10 par value per ~~share.~~

	June 30, 2018			December 31, 2017			March 31, 2020			December 31, 2019
Assets
Land	$	689,386		$	717,584		$	469,890		$	522,393
Buildings		1,813,456			1,932,495			1,230,987			1,380,984
Fixtures and tenant improvements		196,539			195,138			140,181			152,426
		2,699,381			2,845,217			1,841,058			2,055,803
Less: Accumulated depreciation		(720,103	)		(699,288	)		(624,546	)		(670,509	)
		1,979,278			2,145,929			1,216,512			1,385,294
Construction in progress		20,663			4,656			2,242			2,017
Total real estate assets, net		1,999,941			2,150,585			1,218,754			1,387,311
Cash and cash equivalents		22,110			8,283			92,366			71,047
Restricted cash		73,276			35			81,268			112,246
Accounts receivable, net		33,844			33,336
Property insurance receivable		49,202			60,293
Intangible assets		54,525			67,495
Accounts receivable								21,407			25,195
Other assets, net		8,663			6,575			26,873			30,888
	$	2,241,561		$	2,326,602		$	1,440,668		$	1,626,687
Liabilities and Equity
Parent Company unsecured debt	$	—		$	813,308
Mortgage indebtedness		1,241,805			320,844
Total indebtedness		1,241,805			1,134,152
Mortgage indebtedness, net							$	505,790		$	655,833
Payable to SITE Centers								105			105
Accounts payable and other liabilities		120,448			101,986			41,838			53,789
Dividends payable								—			39,057
Total liabilities		1,362,253			1,236,138			547,733			748,784
Commitments and contingencies (Note 8)
Commitments and contingencies (Note 5)
Redeemable preferred equity		190,000			—			190,000			190,000
Equity
RVI Predecessor equity		689,308			1,090,464
Retail Value Inc. shareholders' equity
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 19,816,476 and 19,052,592 shares issued at March 31, 2020 and December 31, 2019, respectively								1,982			1,905
Additional paid-in capital								720,893			692,871
Accumulated distributions in excess of net income								(19,924	)		(6,857	)
Less: Common shares in treasury at cost: 454 shares at March 31, 2020 and December 31, 2019								(16	)		(16	)
Total equity		689,308			1,090,464			702,935			687,903
	$	2,241,561		$	2,326,602		$	1,440,668		$	1,626,687

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

	Three Months						Three Months
	Ended June 30,						Ended March 31,
	2018			2017			2020			2019
Revenues from operations:
Minimum rents	$	51,366		$	58,241
Percentage and overage rents		793			611
Recoveries from tenants		18,625			19,624
Rental income							$	50,330		$	61,570
Other income		5,090			2,740			39			41
Business interruption income		3,100			—
		78,974			81,216			50,369			61,611
Rental operation expenses:
Operating and maintenance		12,531			12,568			11,062			10,502
Real estate taxes		9,677			9,517			5,719			7,510
Management fees		3,462			3,420
Property and asset management fees								4,876			5,816
Impairment charges		15,060			—			15,910			6,090
Hurricane property loss		187			—
Hurricane property insurance loss, net								—			183
General and administrative		4,484			4,546			1,077			885
Depreciation and amortization		24,072			30,351			16,470			19,355
		69,473			60,402			55,114			50,341
Other expense:
Interest expense		(18,144	)		(21,640	)
Interest expense, net								(7,292	)		(13,974	)
Debt extinguishment costs		(1,970	)		—			(3,965	)		(14,482	)
Transaction costs		(28,240	)		—
Other expense, net		—			(1	)
Other income (expense), net								334			(868	)
Gain on disposition of real estate, net								2,674			18,219
		(48,354	)		(21,641	)		(8,249	)		(11,105	)
Loss before tax expense		(38,853	)		(827	)
(Loss) income before tax expense								(12,994	)		165
Tax expense		(4,082	)		(148	)		(73	)		(175	)
Loss from continuing operations		(42,935	)		(975	)
Gain on disposition of real estate, net		13,096			—
Net loss	$	(29,839	)	$	(975	)	$	(13,067	)	$	(10	)
Comprehensive loss	$	(29,839	)	$	(975	)	$	(13,067	)	$	(10	)

Per share data:
Basic and diluted							$	(0.66	)	$	0.00

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

~~COMBINED~~CONSOLIDATED STATEMENTS OF ~~OPERATIONS AND COMPREHENSIVE LOSS~~EQUITY

Six Months Ended

June 30

2018

2017

Revenues from operations:

Minimum rents
$
102,967

$
116,194

Percentage and overage rents

1,870

1,479

Recoveries from tenants

37,345

40,095

Other income

7,952

5,003

Business interruption income

5,100

—

155,234

162,771

Rental operation expenses:

Operating and maintenance

24,608

25,443

Real estate taxes

19,571

19,338

Management fees

6,819

6,972

Impairment charges

48,680

8,600

Hurricane property loss

868

—

General and administrative

7,638

11,042

Depreciation and amortization

50,144

60,529

158,328

131,924

Other expense:

Interest expense

(37,584
)

(44,909
)
Debt extinguishment costs

(109,036
)

—

Transaction costs

(33,325
)

—

Other expense, net

(3
)

(1
)

(179,948
)

(44,910
)
Loss before tax expense

(183,042
)

(14,063
)
Tax expense

(4,210
)

(281
)
Loss from continuing operations

(187,252
)

(14,344
)
Gain on disposition of real estate, net

13,096

447

Net loss
$
(174,156
)

$
(13,897
)
Comprehensive loss
$
(174,156
)

$
(13,897
)

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

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

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

RVI
Predecessor
(Deficit) Equity

Balance, December 31, 2017

$
1,090,464

Net transactions with DDR

(227,000
)

Net loss

(174,156
)

Balance, June 30, 2018

$
689,308

	Three Months
	Ended March 31,
	2020			2019
Cash flow from operating activities:
Net loss	$	(13,067	)	$	(10	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization		16,470			19,355
Amortization and write-off of above- and below-market leases, net		(306	)		(346	)
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		4,586			6,635
Gain on disposition of real estate, net		(2,674	)		(18,219	)
Impairment charges		15,910			6,090
Loss on debt extinguishment		—			88
Interest rate hedging activities		—			1,152
Net change in accounts receivable		2,014			1,764
Net change in accounts payable and other liabilities		(7,118	)		(6,346	)
Net change in other operating assets		(592	)		1,361
Total adjustments		28,290			11,534
Net cash flow provided by operating activities		15,223			11,524
Cash flow from investing activities:
Real estate improvements to operating real estate		(6,152	)		(25,881	)
Proceeds from disposition of real estate		146,824			105,851
Hurricane property insurance proceeds		—			13,750
Net cash flow provided by investing activities		140,672			93,720
Cash flow from financing activities:
Proceeds from mortgage debt		—			900,000
Repayment of mortgage debt, including repayment costs		(154,596	)		(988,697	)
Payment of debt issuance costs		—			(11,889	)
Dividends paid		(10,958	)		(6,741	)
Net cash flow used for financing activities		(165,554	)		(107,327	)

Net decrease in cash, cash equivalents and restricted cash		(9,659	)		(2,083	)
Cash, cash equivalents and restricted cash, beginning of period		183,293			111,199
Cash, cash equivalents and restricted cash, end of period	$	173,634		$	109,116

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

Six Months Ended June 30,

2018

2017

Cash flow from operating activities:

Net loss
$
(174,156
)

$
(13,897
)

Adjustments to reconcile net loss to net cash flow provided by operating activities:

Depreciation and amortization

50,144

60,529

Amortization and write-off of above- and below- market leases, net

(928
)

(5,119
)

Amortization and write-off of debt issuance costs and fair market value of debt adjustments

14,556

317

Gain on disposition of real estate

(13,096
)

(447
)

Impairment charges

48,680

8,600

Loss on debt extinguishment

97,077

—

Interest rate hedging activities

(4,538
)

—

Assumption of building due to ground lease termination

(2,150
)

—

Valuation allowance of prepaid taxes

3,991

—

Net change in accounts receivable

(4,664
)

921

Net change in accounts payable and other liabilities

15,472

(3,525
)

Net change in other operating assets

(1,556
)

489

Total adjustments

202,988

61,765

Net cash flow provided by operating activities

28,832

47,868

Cash flow from investing activities:

Real estate improvements to operating real estate

(20,461
)

(10,720
)

Proceeds from disposition of real estate

100,347

—

Hurricane property insurance advance proceeds

20,193

—

Net cash flow provided by (used for) investing activities

100,079

(10,720
)

Cash flow from financing activities:

Proceeds from Parent Company unsecured debt, net of discounts and loan costs

—

149,801

Repayment of Parent Company unsecured debt

(899,880
)

(151,279
)

Proceeds from mortgage debt

1,350,000

—

Repayment of mortgage debt

(421,344
)

(5,193
)

Payment of debt issuance costs

(32,755
)

—

Net transactions with DDR

(37,864
)

(24,800
)

Net cash flow used for financing activities

(41,843
)

(31,471
)

Net increase in cash, cash equivalents and restricted cash

87,068

5,677

Cash, cash equivalents and restricted cash, beginning of period

8,318

11,024

Cash, cash equivalents and restricted cash, end of period
$
95,386

$
16,701

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

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

Retail Value Inc.~~, an Ohio corporation~~ and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) were formed in December 2017 ~~that owns~~ and ~~operates a portfolio~~owned 48 properties, comprised of ~~48 real estate assets that included~~ 36 continental U.S. assets and 12 Puerto Rico assets, ~~(collectively, “RVI”~~at the ~~“RVI Predecessor” or the “Company”~~time of their separations from SITE Centers Corp. (“SITE Centers”)~~, into an independent public company. RVI’s~~ on July 1, 2018. As of March 31, 2020, RVI owned 26 properties ~~comprised 16~~that included 14 continental U.S. assets and 12 Puerto Rico assets comprising 10.2 million square feet of gross leasable area (“GLA”) and ~~are~~ located in 1710 states and Puerto Rico. These properties serve as direct or indirect collateral for a mortgage loan which, as of March 31, 2020, had an aggregate principal balance of $519.7 million.

In connection with ~~the~~RVI’s separation from DDR, on July 1, 2018, the Company and DDR entered into a separation and distribution agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, DDR agreed to transfer properties and certain related assets, liabilities and obligations to RVI, and to distribute 100% of the outstanding common shares of RVI to holders of record of DDR’s common shares as of the close of business on June 26, 2018, the record date. On July 1, 2018, holders of DDR’s common shares received one common share of RVI for every ten shares of DDR common stock held on the record date. In connection with the separation from DDR, DDRSITE Centers, SITE Centers retained 1,000 shares of RVI’s series A preferred stock having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset ~~sales (Note 7).~~sales.

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

The Company intends to elect to be treated as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2018, and intends to maintain its status as a REIT for U.S. federal income tax purposesUse of Estimates in ~~future periods.~~

~~Through June 30, 2018, the Company is operated as one segment, which owns, operates and finances shopping centers. The tenant base~~Preparation of ~~the Company primarily includes national and regional retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry.~~Financial Statements

The ~~accompanying historical condensed combined financial statements and related notes~~preparation of the Company do not represent the balance sheet, statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of DDR’s consolidated financial statements in ~~accordance~~conformity with accounting principles generally accepted in the United States (“~~U.S.~~ GAAP”)~~. All intercompany transactions and balances have been eliminated in combination. The preparation of these combined financial statements~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~ the disclosure of contingent assets and liabilities ~~at the dates of the combined financial statements~~ and the reported amounts of revenues and expenses during the ~~reporting periods.~~year. Actual results could differ from those estimates.

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

The combined financial statements include the revenues and direct expenses of the RVI Predecessor. Certain direct costs historically paid by the properties but contracted through DDR include, but are not limited to, management fees, insurance, compensation costs and out-of-pocket expenses directly related to the management of the properties (Note 10). Further, the combined financial statements include an allocation of indirect costs and expenses incurred by DDR related to the Company, primarily consisting of compensation and other general and administrative costs that have been allocated using the relative percentage of property revenue of the Company and DDR management’s knowledge of the Company. In addition, the combined financial

statements reflect interest expense on DDR unsecured debt, excluding debt that is specifically attributable to the Company (Note 5); interest expense was allocated by calculating the unencumbered net assets of each property held by the Company as a percentage of DDR’s total consolidated unencumbered net assets and multiplying that percentage by the interest expense on DDR unsecured debt. Included in the allocation of General and Administrative expenses for the six months ended June 30, 2018 and 2017, are employee separation charges aggregating $1.1 million and $3.7 million, respectively, related to DDR’s management transition and staffing reduction. The amounts allocated in the accompanying combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the RVI Predecessor been a separate independent entity. DDR believes the assumptions underlying DDR’s allocation of indirect expenses are reasonable.

The Company will seek to realize value for its shareholders through operations and asset sales. However, these combined financial statements are presented on a going concern basis and, consequently, no adjustments to the combined financial statements have been made.

These ~~combined~~ financial statements have been prepared by the Company in accordance with 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 GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2020 and ~~2017,~~2019, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s ~~condensed combined~~audited financial statements and notes thereto included in ~~Amendment No. 1 to~~ the Company’s Annual Report on Form ~~10 filed with~~10-K for the ~~Securities and Exchange Commission on June 14, 2018.~~ year ended December 31, 2019.

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

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

~~On January 1, 2018, the Company adopted the new accounting guidance for~~ ~~Revenue from Contracts with Customers~~ (“Topic 606”) using the modified retrospective approach. The guidance has been applied to contracts that were not completed as of the date of the initial application. The core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the leasing guidance (Topic 842) and there are no material revenue streams within the scope of Topic 606. The adoption of this standard did not have a material impact to the Company’s combined financial statements at adoption and for the six months ended June 30, 2018.

~~On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-05,~~ ~~Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets~~ (“Topic 610”). Topic 610 provides that sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of, or obtain substantially all of the remaining benefits from, the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset. The Company adopted Topic 610 using the modified retrospective approach for

~~contracts that are not completed as of the date of initial application. The adoption of this standard did not have a material impact to the Company’s combined financial statements.~~

~~In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02,~~ ~~Leases (Topic 842).~~ ~~The amendments in this update govern a number of areas including, but not limited to, accounting for leases, replacing the existing guidance in ASC No. 840,~~ ~~Leases~~. Under this standard, among other changes in practice, a lessee’s rights and obligations under most leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. Other significant provisions of this standard include (i) defining the “lease term” to include the non-cancelable period together with periods for which there is a significant economic incentive for the lessee to extend or not terminate the lease, (ii) defining the initial lease liability to be recorded on the balance sheet to contemplate only those variable lease payments that depend on an index or that are in substance “fixed,” (iii) a dual approach for determining whether lease expense is recognized on a straight-line or accelerated basis, depending on whether the lessee is expected to consume more than an insignificant portion of the leased asset’s economic benefits and (iv) a requirement to bifurcate certain lease and non-lease components. The lease standard is effective for fiscal years beginning after December 15, 2018 (including interim periods within those fiscal years), with early adoption permitted. The Company will adopt the standard using the modified retrospective approach for financial statements issued after January 1, 2019.

The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its combined financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard, including where the Company is a lessor under its tenant lease agreements and a lessee under its ground leases. The Company may have a change in presentation on its combined statements of operations with regards to Recoveries from Tenants, which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum rents in the combined statements of operations. In July 2018, the FASB approved targeted improvements to the Leases standard that provides lessors with a practical expedient, by class of underlying asset, to avoid separating non-lease components from the lease component of certain contracts. Such practical expedient is limited to circumstances in which (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the stand alone lease component would be classified as an operating lease if accounted for separately. The Company will elect the practical expedient which would allow the Company the ability to account for the combined component based on its predominant characteristics if the underlying asset meets the two criteria defined above.

In addition, the Company has ground lease agreements in which the Company is the lessee for land beneath all or a portion of the buildings at two shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as a right of use asset and lease liability on its combined balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize initial direct costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its combined financial statements.

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

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

Other ~~assets and intangibles consist~~Assets, net consists of the following (in thousands):

	June 30, 2018			December 31, 2017			March 31, 2020		December 31, 2019
Intangible assets:
In-place leases, net	$	21,941		$	28,779		$	4,918	$	5,882
Above-market leases, net		2,823			3,640			761		908
Lease origination costs, net		3,267			4,203			702		949
Tenant relationships, net		26,494			30,873			6,991		10,120
Total intangible assets, net^(A)	$	54,525		$	67,495			13,372		17,859

Operating lease ROU assets								1,664		1,714
Other assets:
Prepaid expenses, net^(B)	$	3,557		$	6,247
Prepaid expenses								11,572		11,023
Deposits		245			231			139		145
Other assets^(C)		4,861			97
Deferred charges, net								81		106
Other assets								45		41
Total other assets, net	$	8,663		$	6,575		$	26,873	$	30,888

Accounts payable and other liabilities:
Below-market leases, net^(A)	$	(47,444	)	$	(53,399	)
Below-market leases, net (other liabilities)							$	16,733	$	20,042

~~On February 14, 2018, certain wholly-owned subsidiaries of the~~The Company ~~entered into~~has a mortgage loan, ~~with~~which had an ~~initial~~outstanding aggregate principal amount of $1.35 billion. The borrowers’ obligations to pay principal, interest and other amounts under the mortgage loan are evidenced by certain promissory notes executed by the borrowers, which are referred to collectively as the notes, which are secured by, among other things: (i) mortgages encumbering the borrowers’ respective continental U.S. properties (a total of an initial 38 properties); (ii) a pledge of the equity of the Company’s subsidiaries that own the 12 Puerto Rico properties and a pledge of rents and other cash flows, insurance proceeds and condemnation awards in connection with the 12 Puerto Rico properties; and (iii) a pledge of any reserves and accounts of any borrower. Subsequent to closing, the originating lenders placed the notes into a securitization trust that issued and sold mortgage-backed securities to investors.

$519.7 million at March 31, 2020. The loan facility will mature on ~~February~~March 9, 2021, subject to ~~two~~ 3 one-year extensions at borrowers’ option ~~conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case~~based on certain conditions of the ~~first one-year extension option, evidence that~~agreement. At March 31, 2020, the ~~Debt Yield (as defined and calculated in accordance with the loan agreement, but which is the ratio of net operating income~~interest rate of the ~~continental U.S. properties to the outstanding principal amount of the~~Company’s mortgage loan facility) equals or exceeds 11% and the ratio of the outstanding principal amount of the notes to the value of the continental U.S. properties (based on appraisal values determined at the time of the initial closing) is less than 50%, and (iii) in the case of the second one-year extension option, evidence that the Debt Yield equals or exceeds 12% and the loan-to-value ratio is less than 45%.

was 3.8% per annum. The ~~initial weighted-average~~ interest rate ~~applicable to~~on the ~~notes~~mortgage loan is equal to the one-month LIBOR plus a spread of ~~3.15%~~3.14% per annum as of March 31, 2020, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the ~~first extension option and an additional increase of 0.25% per annum in connection with any exercise of the second~~third extension option. Borrowers are required to maintain an interest rate cap with respect to the principal amount of the notes having (i) during the initial three-year term of the loan, a LIBOR strike rate equal to 3.0% and (ii) with respect to any extension period, a LIBOR strike rate that would result in a

~~debt service coverage ratio of 1.20x based on the continental U.S. properties.~~ Mortgage-backed securities securitized by the notes were sold by the lenders to investors at a blended rate (prior to exercise of any extension option) of one-month LIBOR plus a spread of 2.91% per annum; the spread paid by the Company increased to 3.15% per annum based on terms included in the originating lenders’ initial financing commitment to borrowers. Application of voluntary prepayments ~~as described below may~~will cause the weighted-average interest rate spread to increase over time.

~~The~~As of March 31, 2020, the Company was in compliance with all provisions of the loan ~~facility is structured as an interest only loan throughout~~agreements, and the Company believes that it would have qualified to exercise the loan’s initial ~~three-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 commenceoption in the event the ~~borrowers fail to achieve a Debt Yield of 10.8% as of~~extension option had been exercisable at March 31, ~~2019, 11.9% as of September 30, 2019, 14.1% as of March 31, 2020 and 19.2% as of September 30,~~ 2020. The ~~Debt Yield as~~Company expects to be in compliance with all provisions of ~~February 14, 2018 was 9.8%. In~~the loan agreements on the initial extension date. As of the date of issuance of the interim consolidated financial statements, in the event ~~an Amortization Period occurs, any property cash flows available following payment~~that amounts remain outstanding on the loan’s maturity date, management’s intent is to exercise the initial extension option upon maturity.

The Company maintains a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”). The Revolving Credit Agreement provides for borrowings of ~~debt service and~~up to $30.0 million. Borrowings under the funding of certain reserve accounts (including the reserve accounts referenced above and additional reserves established for payment of approved operating expenses, DDR management fees, certain public company costs, certain taxes and the minimum cash portion of required REIT distributions) shallRevolving Credit Agreement may be applied to the repayment of the notes. During an Amortization Period, cash flow from the borrowers’ operations will only be made available to the Company 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 (20% as of June 30, 2018), with the remainder of required REIT distributions during an Amortization Period likely to be paidused by the Company ~~in shares of~~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 ~~common stock.~~

~~Subject~~election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to ~~certain conditions described~~1.50% per annum depending on the Company’s Leverage Ratio (as defined in the mortgage loan agreement, the borrowers may prepay principal amounts outstanding under the loan facility in whole or in part by providing (i) advance notice of prepayment to the lenders and (ii) remitting the prepayment premium described in the mortgage loan agreement. No prepayment premium is required with respect to any prepayments made after March 9, 2019. Additionally, no prepayment premium will apply to prepayments made in connection with permitted property sales. Each continental U.S. 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 continental U.S. property required to be applied towards prepayment of the notes (i.e., the property’s “release price”), will depend upon the Debt Yield at the time of the sale as follows:

To the extent the net cash proceeds from the sale of a continental U.S. 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 continental U.S. properties.

Once the aggregate principal amount of the notes is less than $270.0 million, 100% of net proceeds from the sales of continental U.S. properties must be applied towards prepayment of the notes. Properties in Puerto Rico do not have allocated loan amounts or minimum release prices; all proceeds from sales of Puerto Rico properties are required to be used to prepay the notes, except that borrowers can obtain a release of all of the Puerto Rico properties for a minimum release price of $350.0 million.

Voluntary prepayments made by the borrowers (including prepayments made with proceeds from asset sales) up to $337.5 million in the aggregate will be applied ratably to the senior and junior tranches of the notes. All other prepayments (including 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 of 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,~~Revolving Credit Agreement) or (ii) the ~~greater of (A) 4% above the interest rate otherwise applicable and (B) the Prime~~Alternate Base Rate (as defined in the ~~mortgage loan)~~Revolving Credit Agreement) plus ~~1.0%.~~a specified spread ranging from 0.05% to 0.50% per annum depending on the Company’s Leverage Ratio. The ~~notes contain other terms and provisions~~Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ~~are customary for instruments~~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 ~~this nature. In addition,~~(i) March 9, 2021, (ii) the ~~Company executed a certain environmental indemnity agreement and a certain guaranty agreement in favor of the lenders under~~date on which the

~~Company agreed~~ External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of SITE Centers ceases to ~~indemnify~~be the ~~lenders for certain environmental risks and guaranty the borrowers’ obligations~~“Service Provider” under the ~~exceptions to~~External Management Agreement as a result of assignment or operation of law or otherwise and (iv) the ~~non-recourse provisions in~~date on which the principal amount outstanding under the Company’s 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~~is repaid 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~~refinanced.

At March 31, 2020, there were 0 amounts outstanding 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.~~

The proceeds from the loan were used to repay all of the Company’s outstanding mortgage indebtedness and Parent Company unsecured debt. In connection with the repayment of debt, the Company incurred $107.1 million of aggregate debt extinguishment costs. Included in this amount, are $70.9 million of make-whole premiums incurred related to the repayment of the Parent Company unsecured debt, $20.3 million of make-whole premiums incurred related to the repayment of the mortgage indebtedness, as well as the write off of unamortized deferred financing costs and the cost of a treasury rate lock.

~~At June 30, 2018, the mortgage balance outstanding was $1.27 billion. This mortgage was assumed in connection with~~ ~~the separation from DDR~~ ~~on July 1, 2018.~~

Included in interest expense was $4.4 million for the three and six months ended June 30, 2018 and $8.3 million and $16.5 million, respectively, for the three and six months ended June 30, 2017 of interest expense on DDR’s unsecured debt, excluding debt that was specifically attributable to RVI. Interest expense was allocated by calculating the unencumbered net assets of each property held by RVI as a percentage of DDR’s total consolidated unencumbered net assets and multiplying that percentage by the interest expense on DDR unsecured debt (Note 2).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 ~~combined~~consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

The fair market value of ~~the Parent Company unsecured debt is determined using the trading price of DDR’s public debt. The fair market value for all other~~ 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. The Company’s Parent Company unsecured debt~~value and ~~all other debt are~~is classified as Level ~~2 and Level~~ 3 ~~respectively,~~ 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.

~~Debt instruments with~~ The carrying ~~values that are different than estimated fair values are summarized as follows (in thousands):~~

~~In March 2018, the Company entered into a $1.35 billion interest rate cap, in connection with entering into the mortgage loan (Note 5). At June 30, 2018, the notional~~ amount of ~~the interest rate cap~~debt was ~~$1.27 billion.~~ $505.8 million and $655.8 million at March 31, 2020 and December 31, 2019, respectively.The fair value of ~~the interest rate cap~~debt was ~~$4.8~~$524.8 million and $682.2 million at ~~June 30, 2018,~~March 31, 2020 and was included in Other Assets. Changes in fair value are marked-to-market to earnings in Other Income (Expense). For the three and six months ended June 30, 2018, the Company recorded income of $0.4 million and $0.2 million,December 31, 2019, respectively. The Company did not elect to apply hedge accounting related to the interest rate cap and has applied the guidance under economic hedging. As such, the Company has elected the policy to classify cash flows related to an economic hedge following the cash flows of the hedged item.

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements. The valuation of this instrument was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. The Company determined that the significant inputs used to value this derivative fell within Level 2 of the fair value hierarchy. To accomplish this objective, the Company generally uses interest rate instruments as part of its interest rate risk management strategy. The Company is exposed to credit risk in the event of non-performance by the counterparties. The Company believes it mitigates its credit risk by entering into these arrangements with major financial institutions. The Company continually monitors and actively manages interest costs on it variable-rate debt portfolio and may enter into additional interest rate positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

On June 30, 2018, the Company issued 1,000 shares of its series A preferred stock (the “RVI Preferred Shares”) to DDR, which are noncumulative and have no mandatory dividend rate. The RVI Preferred Shares rank, with respect to dividend rights, and rights upon liquidation, dissolution or winding up of the Company, senior in preference and priority to the Company’s common shares and any other class or series of the Company’s capital stock. Subject to the requirement that the Company distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for the Company to maintain its status as a REIT and to avoid U.S. federal income taxes, 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 exceeds $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are only entitled to receive dividends 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 DDR 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. The RVI Preferred Stock is classified as Preferred Redeemable Equity outside of permanent Equity in the combined balance sheet due to the redemption provisions.

In 2017, Hurricane Maria made landfall in Puerto Rico. At ~~June 30, 2018,~~the time of the hurricane, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA. One of the 12 assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged and is currently not operational, except for one anchor tenant and a few

~~other tenants representing a minimal amount of Company-owned GLA.~~ ~~The other 11 assets~~GLA, which sustained varying degrees of ~~damage, consisting primarily of roof and HVAC system damage and water intrusion. With~~damage. In August 2019, the Company reached a settlement with its insurer with respect to the Company’s ~~anchor spaces comprising greater than 25,000 square feet of GLA in~~claims relating to the hurricane damage. The Company continued to own these Puerto Rico ~~27, or 82% of such tenants, were open~~assets at March 31, 2020.

The property damage settlement proceeds are reflected in the Company’s consolidated balance sheet as ~~of July 25, 2018, including all seven Walmart stores, a Sam’s Club, both Home Depot stores, all three Sears/Kmart stores~~Restricted Cash and ~~all five grocery stores (including Pueblo, Econo and Selectos Supermarket). Although some tenant spaces remain untenantable, as of July 25, 2018, 86%~~will be disbursed to the Company in accordance with the terms of the Company’s ~~leased GLA in Puerto Rico was open for business, excluding Plaza Palma Real (or 82% including Plaza Palma Real).~~

mortgage financing upon the lender’s satisfaction that all necessary restoration work has been completed. The Company has engaged various consultants to assist with the damage scoping assessment. The Company continues to work with its consultants to finalize the scope and schedule of work to be performed. Restoration work is underway at all of the shopping centers, including Plaza Palma Real. The Company anticipates that repairs will be substantially complete at all 12 properties by the third quarter of 2019. The timing and schedule of additional repair work to be completed are highly dependent upon any changes in the scope of work, as well as the availability of building materials, supplies and skilled labor.

The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. The Company’s insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately $6.0 million. The Company expects that its insurance for property damage and business interruption claims will include the costs to clean up, repair and rebuild the properties, as well as lost revenue. Certain continental-U.S.-based anchor tenants maintain their own property insurance on their Company-owned premises and are expected to make the required repairs to their stores. The Company is unable to estimate the impact of potential increased costs associated with resource constraints in Puerto Rico relating to building materials, supplies and labor. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carriers to obtain the maximum amount of insurance recovery provided under the policies. However, the Company can give no assurances as to the amounts of such claims, timing of payments and resolution of the claims.

As of June 30, 2018, the estimated net book value of the property damage written off for damage to the Company’s Puerto Rico assets was $78.8 million. However, the Company continues to assess the impact of the hurricane on its properties, and the final net book value write-offs could vary significantly from this estimate. Any changes to this estimate will be recorded ~~in the periods in which they are determined.~~

The Company’s Property Insurance Receivable was $49.2 million at June 30, 2018, which represents estimated insurance recoveries related to the net book value of the property damage written off, as well as other expenses, as the Company believes it is probable that the insurance recovery, net of the deductible, will exceed the net book value of the damaged property. The outstanding receivable is recorded as Property Insurance Receivable on the Company’s combined balance sheet as of June 30, 2018. The Company received an additional $20.2 million toward the property damage portion of its insurance claim in the second quarter.

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

Pursuant to the terms of the Separation and Distribution Agreement in connection with the separation from DDR, DDR will be entitled to insurance claim proceeds for unreimbursed restoration costs incurred through June 30, 2018, as well as business interruption losses for the same period. Business interruption proceeds will continue to be recorded to revenue in the period that it is determined that DDR will be compensated.

The Company ~~has entered into agreements~~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 ~~general contractors related to its shopping centers aggregating commitments~~certainty, management believes that the final outcome of ~~approximately $20.6 million as~~such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of ~~June 30, 2018.~~operations.

~~DDR’s senior management~~Impairment charges were recorded ~~impairment charges~~ on assets ~~included in RVI Predecessor~~ based on the difference between the carrying value of the assets and the estimated fair market ~~value of $48.7 million and $8.6 million for the six months ended June 30, 2018 and 2017, respectively.~~

~~The~~value. These impairments ~~recorded on eight assets during six months ended June 30, 2018~~ primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process. ~~The impairments recorded during the three and six months ended June 30, 2017 primarily were triggered by changes in asset hold-period assumptions and/or expected future cash flows.~~

The valuation of impaired real estate assets ~~and investments~~ is determined using widely accepted valuation techniques including ~~discounted cash flow analysis on the expected cash flows of each asset, as well as the~~actual sales negotiations and bona fide purchase offers received from third parties, an income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, ~~actual sales negotiations and bona fide purchase offers received from third parties and/or consideration~~as well as discounted cash flow analysis on the expected cash flows of ~~the amount that currently would be required to replace the asset, as adjusted for obsolescence.~~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 ~~DDR~~SITE Centers or the Company at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the ~~Company’s impairment charges on nonfinancial assets~~fair value of real estate that ~~were~~was impaired and therefore measured on a fair value basis, along with the related impairment charge, for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2020. The table also indicates the fair value hierarchy of the valuation techniques used by ~~DDR~~the Company to determine such fair value (in millions).

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

Quantitative Information about Level 3 Fair Value Measurements

Fair Value at

Range

Quantitative Information about Level 3 Fair Value Measurements

Description

June 30, 2018

Valuation Technique

Unobservable Inputs

2018

Fair Value at March 31, 2020

Valuation Technique

Unobservable Inputs

Range

Impairment of combined assets

162.4

Indicative Bid^(A)

N/A

Long-lived assets held and used

97.3

Income Capitalization

Approach

Market Capitalization

Rate

9.9%-12.3%

241.0

Income Capitalization

Approach

Market Capitalization

Rate

7.4%-9.3%

20.2

Indicative Bid^(A)

N/A

The following table presents fees and other amounts charged ~~to the Company~~ by ~~DDR for the three and six months ended June 30, 2018 and 2017~~SITE Centers (in thousands):

Three Months

Six Months

Ended June 30,

Ended June 30,

2018

2017

2018

2017

Management fees^(A)
$
3,462

$
3,420

$
6,819

$
6,972

Leasing commissions^(B)

982

—

982

—

Insurance premiums^(C)

1,047

1,000

2,084

2,009

Maintenance services and other^(D)

518

624

1,085

1,231

Disposition fees^(E)

1,058

—

1,058

—

$
7,067

$
5,044

$
12,028

$
10,212

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

As of June 30, 2018 and December 31, 2017, the Company had amounts payable to DDR of $0.2 million in both periods. The amounts are included within accounts payable and other liabilities, on the combined balance sheet and represent amounts owed to DDR for the services and fees discussed above.

Net Transactions with DDR shown in the combined statements of equity include contributions from and distributions to DDR, which are the result of treasury activities and net funding provided by or distributed to DDR prior to the separation from DDR in addition to the indirect costs and expenses allocated to RVI Predecessor by DDR as described in Note 2.

~~From July 1, 2018 to August 1, 2018, the Company sold three shopping centers for $66.3 million. Net proceeds were used to repay mortgage debt outstanding.~~

~~On July 2, 2018,~~In April 2020, the Company entered into ~~a Credit Agreement~~an agreement (the ~~“Revolving Credit Agreement”~~“Agreement”) with an affiliate of SITE Centers Corp., ~~among~~in order to address the ~~Company, the lenders named therein and PNC Bank, National Association, as administrative agent (“PNC”). The Revolving Credit Agreement provides for borrowings~~impact of up to $30 million. Borrowings under the Revolving Credit Agreement may be used by the Company for general corporate purposes and working capital. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% dependingnovel coronavirus on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio.

The Revolving Credit Agreement contains certain financial and operating covenants, including, among other things, a net worth covenant, as well as limitations on the Company’s ability to incur additional indebtedness and engage in mergers. The Revolving Credit Agreement also contains customary default provisions including the failure to make timely paymentslevel of principal and interest, the failure to comply with financial and operating covenants, and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.

The Revolving Credit Agreement matures on the earliest to occur of (i) February 9, 2021, (ii) the date on which the External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of DDR 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 $1.35 billion mortgage loan is repaid or refinanced.

~~The Company’s obligations under the Revolving Credit Agreement are guaranteed by~~ ~~DDR. In consideration thereof,~~property management fees beginning on July 2, 2018, the Company entered into a guaranty fee and reimbursement letter agreement with DDR pursuant to which the Company has agreed to pay to DDR the following amounts: (i) an annual guaranty commitment fee1, 2020 through December 31, 2020. For additional information, see Item 5. Other Information in Part II 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 DDR pays any amounts to PNC pursuant to DDR’s guaranty and the Company fails to reimburse DDR 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 DDR until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%.this Quarterly Report on Form 10-Q.

The following table provides the net 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):

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

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, 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

	Three Months Ended March 31, 2019
	Continental U.S.			Puerto Rico			Other			Total
Lease revenue and other property revenue	$	36,992		$	24,619					$	61,611
Rental operation expenses		(10,853	)		(7,159	)					(18,012	)
Net operating income		26,139			17,460						43,599
Property and asset management fees		(3,223	)		(2,593	)					(5,816	)
Impairment charges		(6,090	)								(6,090	)
Hurricane property insurance loss					(183	)					(183	)
Depreciation and amortization		(12,600	)		(6,755	)					(19,355	)
Unallocated expenses^(A)							$	(30,209	)		(30,209	)
Gain on disposition of real estate, net		18,219									18,219
Income before tax expense										$	165

As of March 31, 2019:
Total gross real estate assets	$	1,309,226		$	1,051,944					$	2,361,170

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the ~~Company’s~~ financial condition, results of operations and liquidity of Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) (NYSE: RVI) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with ~~Amendment No. 1 to~~its Annual Report on Form 10-K for the ~~Company’s Form 10 filed with the Securities and Exchange Commission on June 14, 2018,~~year ended December 31, 2019, as well as other publicly available information.

~~Retail Value Inc. (“RVI” or the “Company”) (NYSE: RVI)~~RVI is an Ohio company formed in December 2017 that, ~~owns~~as of March 31, 2020, owned and ~~operates~~operated a portfolio of 26 assets, composed of 14 continental U.S. assets and 12 assets in Puerto Rico. These properties consisted of retail ~~real estate assets~~shopping centers composed of 10.2 million square feet of Company-owned gross leasable area (“GLA”) and were located in ~~the continental U.S.~~10 states and Puerto Rico. The Company intends to realize value for shareholders through the operations and sales of the Company’s assets. Prior to the Company’s separation on July 1, 2018, the Company was a wholly owned subsidiary of DDR Corp. (“DDR” or the “Parent Company”).

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

As of June 30, 2018, the Company’s portfolio consisted of 36 continental U.S. assets located in 17 states and 12 Puerto Rico assets and totaled 16 million square feet of gross leasable area (“GLA”). The Company’s continental U.S. ~~assets comprised 67%~~properties and ~~the properties in~~ Puerto Rico properties each comprised ~~33%~~approximately 50% of its total ~~combined~~consolidated revenue for the ~~six-month period~~three months ended June 30, 2018. The Company’s centers have a diverse tenant base that include national retailers such as Walmart/Sam’s Club, Bed, Bath & Beyond, the TJX Companies (T.J. Maxx, Marshalls and HomeGoods), Best Buy, PetSmart, Ross Stores, Kohl’s, Dick’s Sporting Goods and Michaels.March 31, 2020. At ~~June 30, 2018,~~March 31, 2020, the aggregate occupancy of the Company’s ~~operating~~ shopping center portfolio was ~~89.5%~~86.7%, and the average annualized base rent per occupied square foot was ~~$15.30.~~$15.65.

~~The Company sold the following assets from July 1, 2018 to August 1, 2018 (in thousands):~~EXECUTIVE SUMMARY

~~In February 2018, the Company incurred $1.35 billion of mortgage financing.~~ The Company expects to focus on realizing value in its portfolio through operations and sales of its ~~assets, which had a combined gross book value of approximately $2.7 billion as of June 30, 2018.~~assets. The Company primarily intends to use net asset sale proceeds first to repay mortgage ~~debt.~~debt, second to make distributions on account of the RVI Preferred Shares, up to the preference amount, and third to make distributions to holders of the Company’s common shares.

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

In March 2020, the World Health Organization categorized the novel coronavirus (“COVID-19”) as a pandemic, and it continues to spread throughout the United States and other countries across the world. To limit the spread of COVID-19, federal, state and local governments have taken various actions including the issuance of stay-at-home orders, social distancing guidelines and ordering the temporary closure of non-essential businesses, including many of the Company’s tenants. Accordingly, many of the Company’s tenants have adjusted, reduced or suspended operating activities. In addition, ~~pursuant~~SITE Centers, the Company’s manager, closed all of its offices in March 2020 and successfully transitioned to working remotely. The ultimate impact of the ~~Separation~~pandemic and ~~Distribution Agreement,~~secondary social and ~~subject to maintaining its status as a Real Estate Investment Trust (“REIT”), the Company has agreed to repay certain cash balances held in restricted accounts~~economic effects on the ~~separation date~~Company's results of operations, financial position, liquidity and capital resources remains unclear and cannot be reasonably forecasted at this time. For further discussion see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in ~~connection with the mortgage loan. The Company has agreed to pay these amounts to DDR as soon as reasonably possible out~~this section and Item 1A. Risk Factors in Part II of ~~its operating cash flow but in no event later than March 31, 2020.~~this Quarterly Report.

The Company intends to elect to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2018, and intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods.

~~In connection with the Company’s separation from DDR, on July 1, 2018, the~~ Company entered into an external management agreement (the “External Management Agreement”) with SITE Centers Corp. (“SITE Centers”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which

~~DDR will serve~~ SITE Centers serves as ~~our~~the Company’s manager. The Company isdoes not ~~expected to~~ have any employees. In general, either the Company or ~~DDR~~SITE Centers may terminate these management agreements ~~in December 31, 2019,~~on June 30, 2020, or at the end of any six-month renewal period thereafter.

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

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

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

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

Three Months

Ended June 30,

2018

2017

$ Change

Base and percentage rental revenues
$
52,159

$
58,852

$
(6,693
)
Recoveries from tenants

18,625

19,624

(999
)
Other income

5,090

2,740

2,350

Business interruption income

3,100

—

3,100

Total revenues
$
78,974

$
81,216

$
(2,242
)

Six Months

Ended June 30,

2018

2017

$ Change

Base and percentage rental revenues^(A)
$
104,837

$
117,673

$
(12,836
)
Recoveries from tenants^(B)

37,345

40,095

(2,750
)
Other income^(C)

7,952

5,003

2,949

Business interruption income^(D)

5,100

—

5,100

Total revenues^(E)
$
155,234

$
162,771

$
(7,537
)

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

	Three Months
	Ended March 31,
Contractual Lease Payments	2020			2019			$ Change
Base and percentage rental income⁽¹⁾	$	35,614		$	44,603		$	(8,989	)
Recoveries from tenants⁽²⁾		12,896			14,949			(2,053	)
Lease termination fees and ancillary rental income		2,678			2,167			511
Bad debt⁽³⁾		(858	)		(149	)		(709	)
Total contractual lease payments	$	50,330		$	61,570		$	(11,240	)

~~The following tables present the statistics for the Company’s portfolio affecting base and percentage rental revenues:~~

	Shopping Center Portfolio June 30,						Continental U.S. March 31,						Puerto Rico March 31,
	2018			2017			2020			2019			2020			2019
Centers owned	48			50			14			23			12			12
Aggregate occupancy rate		89.5	%		92.5	%		89.3	%		91.0	%		83.3	%		83.3	%
Average annualized base rent per occupied square foot	$	15.30		$	15.33		$	13.00		$	13.55		$	19.85		$	20.59

The decrease in the continental U.S. occupancy rate primarily was due to disposition of higher occupancy properties and a combination of ~~anchor store~~ tenant expirations and bankruptcies throughout 2017. The 2018 occupancy rate reflects the impact of unabsorbed vacancy related to a Toys “R” Us location rejected in the retailer’s bankruptcy proceeding in the first half of 2018, other bankruptcies in previous years and lower occupancy rates within the Puerto Rico portfolio.tenant bankruptcies.

The Company recorded a lease termination fee of $2.2 million in the second quarter of 2018 related to the receipt of a building triggered by an anchor tenant’s termination of a ground lease at a shopping center in Erie, Pennsylvania.

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

Three Months

Ended June 30,

2018

2017

$ Change

Operating and maintenance
$
12,531

$
12,568

$
(37
)
Real estate taxes

9,677

9,517

160

Management fees

3,462

3,420

42

Impairment charges

15,060

—

15,060

Hurricane property loss

187

—

187

General and administrative

4,484

4,546

(62
)
Depreciation and amortization

24,072

30,351

(6,279
)

$
69,473

$
60,402

$
9,071

Six Months

Ended June 30,

2018

2017

$ Change

Operating and maintenance
$
24,608

$
25,443

$
(835
)
Real estate taxes

19,571

19,338

233

Management fees

6,819

6,972

(153
)
Impairment charges^(A)

48,680

8,600

40,080

Hurricane property loss^(B)

868

—

868

General and administrative^(C)

7,638

11,042

(3,404
)
Depreciation and amortization^(D)

50,144

60,529

(10,385
)

$
158,328

$
131,924

$
26,404

	Three Months
	Ended March 31,
	2020		2019		$ Change
Operating and maintenance^(A)	$	11,062	$	10,502	$	560
Real estate taxes^(A)		5,719		7,510		(1,791	)
Property and asset management fees		4,876		5,816		(940	)
Impairment charges^(B)		15,910		6,090		9,820
Hurricane property insurance loss, net		—		183		(183	)
General and administrative^(C)		1,077		885		192
Depreciation and amortization^(D)		16,470		19,355		(2,885	)
	$	55,114	$	50,341	$	4,773

The increase in Operating and Maintenance for the Comparable Portfolio Properties was primarily a result of increased property insurance premiums.

	Three Months									Three Months
	Ended June 30,									Ended March 31,
	2018			2017			$ Change			2020			2019			$ Change
Interest expense	$	(18,144	)	$	(21,640	)	$	3,496
Interest expense, net^(A)										$	(7,292	)	$	(13,974	)	$	6,682
Debt extinguishment costs(B)		(1,970	)		—			(1,970	)		(3,965	)		(14,482	)		10,517
Transaction costs		(28,240	)		—			(28,240	)
Other expense, net		—			(1	)		1			334			(868	)		1,202
Gain on disposition of real estate, net^(C)											2,674			18,219			(15,545	)
Tax expense											(73	)		(175	)		102
	$	(48,354	)	$	(21,641	)	$	(26,713	)	$	(8,322	)	$	(11,280	)	$	2,958


	Six Months
	Ended June 30,
	2018			2017			$ Change
Interest expense^(A)	$	(37,584	)	$	(44,909	)	$	7,325
Debt extinguishment costs^(B)		(109,036	)		—			(109,036	)
Transaction costs^(C)		(33,325	)		—			(33,325	)
Other expense, net		(3	)		(1	)		(2	)
	$	(179,948	)	$	(44,910	)	$	(135,038	)

Interest costs capitalized in conjunction with ~~redevelopment~~capital projects were ~~$0.1 million and $0.2~~$0.3 million for the ~~six~~three months ended ~~June 30, 2018 and 2017, respectively.~~March 31, 2019, primarily related to restoration work in Puerto Rico.

Three Months

Ended June 30,

2018

2017

$ Change

Tax expense
$
(4,082
)

$
(148
)

$
(3,934
)
Gain on disposition of real estate, net

13,096

—

13,096

Net loss

(29,839
)

(975
)

(28,864
)

Six Months

Ended June 30,

2018

2017

$ Change

Tax expense^(A)
$
(4,210
)

$
(281
)

$
(3,929
)
Gain on disposition of real estate, net^(B)

13,096

447

12,649

Net loss^(C)

(174,156
)

(13,897
)

(160,259
)

The increase in net loss primarily was attributable to the sale of assets and impairment charges partially offset by a decrease in debt extinguishment costs related to the debt refinancing in 2019.

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

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 ~~depreciable~~ property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

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

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

The adjustment for these charges and ~~gains~~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 ~~gains~~income are non-recurring. These charges and ~~gains~~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.

~~DDR’s Management~~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. ~~DDR’s Management~~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 ~~loss~~income (loss) and considered in addition to cash flows

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

	Three Months								Three Months
	Ended June 30,								Ended March 31,
	2018			2017		$ Change			2020		2019		$ Change
FFO	$	(4,202	)	$	28,942	$	(33,144	)	$	16,622	$	7,190	$	9,432
Operating FFO		30,211			30,093		118			20,253		24,348		(4,095	)

	Six Months
	Ended June 30,
	2018			2017		$ Change
FFO	$	(89,207	)	$	53,837	$	(143,044	)
Operating FFO		59,824			57,589		2,235

The ~~decrease~~increase in FFO primarily was a result of debt extinguishment charges ~~and transaction costs~~ incurred in 2019 in connection with the ~~three and six-month periods ended June 30, 2018.~~refinancing of the Company’s mortgage loan, partially offset by the dilutive impact from the disposition of assets. The decrease in Operating FFO primarily was due to asset sales.

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

Three Months

Six Months

Ended June 30,

Ended June 30,

2018

2017

2018

2017

Net loss
$
(29,839
)

$
(975
)

$
(174,156
)

$
(13,897
)
Depreciation and amortization of real estate investments

23,673

29,917

49,365

59,586

Impairment of depreciable real estate assets

15,060

—

48,680

8,600

Gain on disposition of depreciable real estate

(13,096
)

—

(13,096
)

(452
)
FFO

(4,202
)

28,942

(89,207
)

53,837

Hurricane property loss^(A)

(126
)

—

2,338

—

Separation charges

1,138

1,149

1,138

3,745

Other (income) expense, net^(B)

33,401

2

145,552

2

Loss on disposition of non-depreciable real estate

—

—

3

5

Non-operating items, net

34,413

1,151

149,031

3,752

Operating FFO
$
30,211

$
30,093

$
59,824

$
57,589

	Three Months
	Ended March 31,
	2020			2019
Net loss	$	(13,067	)	$	(10	)
Depreciation and amortization of real estate investments		16,453			19,329
Impairment of real estate assets		15,910			6,090
Gain on disposition of real estate		(2,674	)		(18,219	)
FFO		16,622			7,190
Hurricane activity, net^(A)		—			1,808
Other expenses^(B)		3,631			15,350
Non-operating items, net		3,631			17,158
Operating FFO	$	20,253		$	24,348

	Three Months			Six Months			Three Months
	Ended June 30,			Ended June 30,			Ended March 31,
	2018			2018			2019
Lost tenant revenue	$	2,787		$	6,570		$	1,625
Business interruption income		(3,100	)		(5,100	)
Clean up costs and other uninsured expenses		187			868			183
	$	(126	)	$	2,338		$	1,808

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

Although the Company has experienced a reduction in timely collections of April 2020 rent and may experience delays in the execution of its disposition strategy as a result of the COVID-19 pandemic, the Company believes that it has sufficient liquidity and capital resources to operate its business. At March 31, 2020, the Company had an unrestricted cash balance of $92.4 million, restricted cash on deposit with its mortgage lender of $81.3 million and $30.0 million of availability under its Revolving Credit Agreement (subject to satisfaction of applicable borrowing conditions). Debt outstanding was ~~$1.27 billion and $1.1 billion~~$519.7 million at ~~June 30, 2018 and December~~March 31, ~~2017, respectively.~~2020. The Company’s mortgage loan generally requires ~~interest only payments. The~~interest-only payments subject to maintenance of a minimum debt yield and has an initial maturity date of March 2021 with three one-year extensions at the Company’s option based on satisfaction of certain conditions. Subject to the uncertain impact of COVID-19 on capital and transactions markets, the Company ~~intends~~expects to utilize net asset sale proceeds to repay the principal of this mortgage loan. In addition, at June 30, 2018, the Company had total cash of $95.4 million, including (a) $20 million of insurance advance proceeds for property repairs and (b) $73.3 million of cash that was restricted under the terms of the mortgage loan and is comprised primarily of tenant receipts and reserve accounts funded by DDR in connection with the mortgage loan agreement. Pursuant to the separation and distribution agreement, all unrestricted cash in excess of $1 million was retained by DDR in the separation. In addition, and subject to maintaining its status as a REIT, the Company has agreed to repay DDR for certain cash held in restricted accounts at the timemay utilize one or more of the separation and other amounts as soon as reasonably possible out of the Company’s operating cash flow but in no event later than March 31, 2020. The Company estimates these amounts will approximate $40 million to $45 million in the aggregate. While the Company currently believes it has several viable sources to obtain capital and fund its business, including capacity under the Revolving Credit Agreement, noloan’s existing extension options. No assurance can be provided that ~~its~~ obligations ~~including~~outstanding under the mortgage loan will be ~~refinanced~~repaid, extended or ~~repaid~~refinanced as currently anticipated.

In February 2018, certain subsidiaries of the Company entered into a $1.35 billion mortgage loan, discussed below. The proceeds from the newly entered loan were used to repay all of the outstanding mortgage debt then outstanding with respect to the Company’s properties and Parent Company unsecured debt. In connection with this financing, the Company entered into an interest rate cap agreement with a LIBOR strike rate of 3.0% and a notional amount of $1.35 billion. Furthermore, the Company issued series A preferred shares to DDR. Subject to the Company’s ability to distribute the holders of the Company’s common shares amounts necessary to maintain its status as a REIT and to avoid payment of U.S. federal income taxes, the series A preferred shares are entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to the preference amount, as discussed below. The Company entered into the Revolving Credit Agreement which provides for borrowings of up to $30.0 million. The Company currently believes its existing sources of funds should be adequate for purposes of meeting its short-term liquidity needs.

On ~~February 14, 2018,~~March 11, 2019, certain wholly-owned subsidiaries of the Company entered into a mortgage loan with an initial aggregate principal amount of ~~$1.35 billion. Proceeds of the loan were used to repay all mortgage debt then outstanding with respect to the Company’s properties and Parent Company unsecured debt.~~$900 million. The borrowers’ obligations to pay principal, interest and other amounts under the new mortgage loan are evidenced by certain promissory notes executed by the borrowers, ~~which are~~ referred to collectively as the notes, which are secured by, among other things: (i) mortgages encumbering the borrowers’ ~~respective~~properties located in the continental U.S. ~~properties (a total of 38 properties at the time~~(which comprise substantially all of the ~~financing)~~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 12Company’s properties located in Puerto Rico ~~properties~~(collectively, the “Pledged Properties”) and a pledge of related rents and other cash flows, insurance proceeds and condemnation awards ~~in connection with the 12 Puerto Rico properties;~~ and (iii) a pledge of any reserves and accounts of any borrower. Subsequent to closing, the originating lenders placed the notes into a securitization trust ~~which~~that issued and sold mortgage-backed securities to investors.

As of March 31, 2020, the aggregate principal amount of the mortgage loan was $519.7 million. The loan facility will mature on ~~February~~March 9, 2021, subject to ~~two~~three one-year extensions at the borrowers’ option conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case of the ~~first~~second one-year extension option, evidence that

the Debt Yield (as defined and calculated in accordance with the loan ~~agreement, but which is the ratio of net operating income of the continental U.S. properties to the outstanding principal amount of the loan facility)~~agreement) equals or exceeds 11% and the ratio of the outstanding principal amount of the notes to the value of the continental U.S. properties (based on appraisal values determined at the time of the initial closing) is less than 50%,13% and (iii) in the case of the ~~second~~third one-year extension option, evidence that the Debt Yield equals or exceeds ~~12% and the loan-to-value ratio is less than 45%~~14%.

~~The initial~~As of March 31, 2020, the weighted-average interest rate applicable to the notes iswas equal to one-month LIBOR plus a spread of ~~3.15%~~3.14% per annum, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the ~~first~~third extension ~~option and an additional increase of 0.25% per annum in connection with any exercise of the second 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 ~~three-year~~two-year term of the loan, a LIBOR strike rate equal to ~~3.0%~~4.5% and (ii) with respect to any extension period, a LIBOR strike rate that would result in a debt service coverage ratio of 1.20x based on the continental U.S. properties. Mortgage-backed securities securitized by the notes were sold by the lenders to investors at a blended rate (prior to exercise of any extension option) of one-month LIBOR plus a spread of 2.91% per annum; the spread paid by the Company increased to 3.15% per annum based on terms included in the originating lenders’ initial financing commitment to borrowers.Mortgaged Properties. Application of voluntary prepayments as described below ~~may~~will cause the weighted-average interest rate spread to increase over time. At March 31, 2020, the interest rate applicable to the mortgage loan was 3.8%.

The loan facility is structured as an interest only loan throughout the initial ~~three-year~~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 ~~10.8% as~~10.0% at the end of ~~March 31, 2019, 11.9% as of September 30, 2019, 14.1%~~any fiscal quarter. The Debt Yield as of March 31, 2020, ~~and 19.2% as~~was 14.1%. During the pendency of ~~September 30, 2020. The Debt Yield as of February 14, 2018 was 9.8%. In the event~~ an Amortization Period, ~~occurs,~~ 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, ~~DDR~~SITE Centers management fees, certain public company costs, certain taxes and the minimum cash portion of required REIT distributions) shall be applied to the repayment of the notes. During an Amortization Period, cash flow from the borrowers’ operations will ~~only~~ be made available to the Company only to pay required REIT distributions in an amount equal to the minimum portion of required REIT distributions allowed by law to be paid in cash (currently 20%), with the remainder of required REIT distributions during an Amortization Period likely to be paid ~~by the Company~~ in common shares of the ~~Company’s common stock.~~Company.

Subject to certain conditions described in the mortgage loan agreement, the borrowers may prepay principal amounts outstanding under the loan facility in whole or in part by providing (i) advance notice of prepayment to the lenders and (ii) remitting the prepayment premium described in the mortgage loan agreement. No prepayment premium is required with respect to any prepayments made after ~~March~~April 9, ~~2019.~~2020. Additionally, no prepayment premium will apply to prepayments made in connection with permitted property sales. Each ~~continental U.S. property~~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 ~~continental U.S. property~~Mortgaged Property required to be applied ~~towards~~toward prepayment of the notes (i.e., the property’s “release price”), will depend upon the Debt Yield at the time of the sale as follows:

To the extent the net cash proceeds from the sale of a ~~continental U.S. property~~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 ~~prices~~price applicable to future sales of ~~continental U.S. properties.~~Mortgaged Properties.

~~Once the aggregate principal amount of the notes is less~~Pledged Properties other than ~~$270.0 million, 100% of net proceeds from the sales of continental U.S. properties must be applied towards prepayment of the notes. Properties in Puerto Rico~~Plaza del Sol do not have allocated loan amounts or, in general, minimum release prices; all proceeds from sales of ~~Puerto Rico properties~~Pledged Properties are required to be used to prepay the ~~notes, except that~~notes. Notwithstanding the ~~borrowers can~~foregoing, in order to obtain a release of all of the ~~Puerto Rico properties for~~Pledged Properties (excluding Plaza del Sol) in connection with a portfolio sale of all of the Pledged Properties, the loan facility requires a minimum release price equal to the greater of ~~$350.0 million.~~(i) $250 million and (ii) 100% of the net sale proceeds.

Voluntary prepayments made by the borrowers (including prepayments made with proceeds from asset ~~sales) up to $337.5 million in the aggregate will be applied ratably to the senior~~sales and ~~junior tranches of the notes.~~ ~~All other prepayments (including~~ 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~~weighted-average interest rate ofspread applicable to the notes will increase during the term of the loan facility.

In the event of a default, the contract rate of interest on the notes will increase to the lesser of (i) the maximum rate allowed by law or (ii) the greater of (A) 4% above the interest rate otherwise applicable and (B) the Prime Rate (as defined in the mortgage loan) plus 1.0%. The notes contain other terms and provisions that are customary for instruments of this nature.

In addition, the Company executed a certain environmental indemnity agreement and a certain guaranty agreement in favor of the lenders under which the Company agreed to indemnify the lenders for certain environmental risks and ~~guaranty~~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”). The Revolving Credit Agreement provides for borrowings of up to $30.0 million. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio.

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

The Revolving Credit Agreement contains customary affirmative and negative covenants, including a requirement to maintain tangible net worth of $500 million. Upon the occurrence of certain customary events of default, the Company’s obligations under the Revolving Credit Agreement may be accelerated and the lending commitments thereunder terminated. The Company may not borrow under the Revolving Credit Agreement, and a Default (as defined therein) occurs under the Revolving Credit Agreement if there is a “Default” under SITE Centers’ corporate credit facility with JPMorgan Chase Bank, N.A., SITE Centers’ corporate credit facility with Wells Fargo Bank, National Association or SITE Centers’ corporate credit facility with PNC. Additionally, the Company may not borrow under the Revolving Credit Agreement if there is a “Default” under the Revolving Credit Agreement or an “Event of Default” under the Company’s $900 million mortgage loan, if the External Management Agreement is no longer in full force and effect or if the Company has delivered or received a notice of termination or a notice of default under the External Management Agreement.

The Company’s obligations under the Revolving Credit Agreement are guaranteed by SITE Centers in favor of PNC. In consideration thereof, the Company has agreed to pay to SITE Centers the following amounts: (i) an annual guaranty commitment fee of 0.20% of the aggregate commitments under the Revolving Credit Agreement, (ii) for all times other than those referenced in clause (iii) below, when any amounts are outstanding ~~was $1.27 billion.~~under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of outstanding letters of credit and (iii) in the event SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty and the Company fails to reimburse SITE Centers for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest, which will accrue from the date of such payment by SITE Centers until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%.

~~On June 30, 2018,~~In connection with the Company’s separation from SITE Centers, the Company issued ~~1,000 shares of its series A preferred stock (the “RVI~~the RVI Preferred ~~Shares”)~~Shares to ~~DDR which~~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 ~~only~~ entitled to receive dividends only when, as and if declared by the Company’s ~~board~~Board of ~~directors~~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 ~~DDR~~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 ~~August 1, 2018,~~April 30, 2020, no dividends have been paid on the RVI Preferred Shares.

~~On July 2,~~The Company’s 2018 dividend was paid on January 25, 2019 and the Company’s 2019 dividend was paid on January 8, 2020, in each case in a combination of cash and the Company’s common shares. See Note 8, “Earnings Per Share,” of the Company’s consolidated financial statements included herein.

Distributions of Puerto Rico sourced net taxable income to Company shareholders are subject to a 10% Puerto Rico withholding tax. In 2018, the Company entered into a ~~Credit Agreement (the “Revolving Credit Agreement”) among~~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 ~~lenders named therein~~U.S. and ~~PNC Bank, National Association, as administrative agent (“PNC”).~~distributes at least 90% of its

Puerto Rico net taxable income to its shareholders every year. As such, in late 2018 and 2019 the Company’s Board of Directors declared common share dividends, subject to a 10% withholding tax, on account of taxable income generated in Puerto Rico in those years. The ~~Revolving Credit Agreement provides for borrowings~~amount of upeach dividend is expected to ~~$30.0 million. Borrowings under~~exceed the ~~Revolving Credit Agreement may be used~~amount of REIT taxable income generated by the Company ~~for~~

general corporate purposes and working capital. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. ~~The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio.~~

~~The affirmative covenants include, but are~~applicable year. Accordingly, federal income taxes were not ~~limited to: payment of taxes; maintenance of properties; maintenance of insurance; compliance with laws; tangible net worth; and conduct of business.~~

The negative covenants include, but are not limited to, restrictions on the ability of the Company (and its wholly-owned subsidiaries): to contract, create, incur, assume or suffer to exist indebtedness except in certain circumstances; to create, incur, assume or suffer to exist liens on properties except in certain circumstances; to make or pay dividends or distributions on the Company’s common stock during the existence of a default; to merge, liquidate, dissolve or to dispose of all or substantially all of the Company’s assets subject to certain exceptions; and to deal with any affiliate except on fair and reasonable arm’s length terms.

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 DDR’s corporate credit facility with JPMorgan Chase Bank, N.A., DDR’s corporate credit facility with Wells Fargo Bank, National Association or DDR’s 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 $1.35 billion mortgage loan or 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 DDR in favor of PNC. In consideration thereof, on July 2, 2018, the Company entered into a guaranty fee and reimbursement letter agreement with DDR pursuant to which the Company has agreed to pay to DDR 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 DDR pays any amounts to PNC pursuant to DDR’s guaranty and the Company fails to reimburse DDR 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 DDR until repaidincurred by the ~~Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%.~~ REIT.

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

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

Any distributions the Company makes to its shareholders will be at the discretion of the Company’s ~~board~~Board of ~~directors~~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 ~~DDR)~~SITE Centers), repayments of restricted cash balances to ~~DDR~~SITE Centers in connection with the mortgage ~~loans~~loan and other expenditures and the terms of the mortgage financing and the limitations set forth in the mortgage loan agreements. Distributions will also be impacted by the pace and success of the Company’s property disposition strategy. As a result of the terms of the mortgage financing, the Company anticipates that the majority of distributions of sales proceeds to be made to shareholders will not occur until after the mortgage loan has been repaid or refinanced. Furthermore, subject to the Company’s ability to make distributions to the holders of the Company’s common shares in amounts necessary to maintain its status as a REIT and to avoid payment of U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on the Company’s capital stock, at any time up to the preference amount. Subsequent to the payment of dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for an aggregate amount of $1.00 per share. Due to the dividend preference of the RVI Preferred Shares, distributions of sales proceeds to holders of common shares are unlikely to occur until after aggregate dividends have been paid on the RVI Preferred Shares in an amount equal to the maximum preference amount. At this time, the Company cannot predict when or if it will declare dividends to the holders of RVI Preferred Shares and when or if such dividends, if paid, will equal the maximum preference amount. While unlikely, it is nevertheless possible that the Company may never produce income requiring a distribution to holders of the Company’s common shares and may never pay dividends on the RVI Preferred Shares equaling the maximum preference amount. If such circumstances were to occur, the Company would not be able to pay any dividends to its common stockholders.

~~During~~For the three months ended ~~June 30, 2018,~~March 31, 2020, the Company sold ~~two~~three shopping ~~center properties~~centers aggregating ~~0.5~~1.2 million square feet, for an aggregate sales price of ~~$105.8~~$155.6 million and net proceeds prior to debt repayment of $146.8 million. ~~In addition, from July 1, 2018 through August 1, 2018, the Company sold three shopping centers for an aggregate sales price of $66.3 million.~~

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

~~The following presents a summary of our combined statements of cash flow~~activities are summarized as follows (in thousands):

	Six Months						Three Months
	Ended June 30,						Ended March 31,
	2018			2017			2020			2019
Cash flow provided by operating activities	$	28,832		$	47,868		$	15,223		$	11,524
Cash flow provided by (used for) investing activities		100,079			(10,720	)
Cash flow provided by investing activities								140,672			93,720
Cash flow used for financing activities		(41,843	)		(31,471	)		(165,554	)		(107,327	)

Changes in cash flow ~~for the six months ended June 30, 2018,~~ compared to the prior comparable period are described as follows:

Operating Activities:Cash provided by operating activities ~~decreased $19.0~~increased $3.7 million primarily due to ~~reduced~~reduction in interest expense and costs incurred with the March 2019 debt refinancing offset by a decrease in income ~~from Puerto Rico assets, transaction costs related~~due to ~~separation and interest rate hedging activities.~~asset sales.

Investing Activities:Cash provided by investing activities increased ~~$110.8~~$47.0 million primarily due to ~~proceeds from disposition of real estate.~~the following:

Financing Activities: Cash used for financing activities increased by ~~$10.4~~$58.2 million primarily due ~~an increase~~to the following:

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

The Company had aggregate outstanding mortgage indebtedness ~~to third parties~~ of ~~$1.27 billion~~$519.7 million at ~~June 30, 2018~~March 31, 2020 with a maturity of ~~February 2021.~~

March 2021, subject to three one-year extension options. In ~~connection with~~ ~~the separation from DDR, on July 1, 2018,~~addition, the Company ~~and DDR entered into a separation and distribution agreement, pursuant to~~has two long-term ground leases in which ~~among other things, DDR transferred properties and certain related assets, liabilities and obligations to~~it is the ~~Company and distributed 100% of the outstanding common shares to holders of record of DDR’s common shares as of the close of business on June 26, 2018, the record date. In connection with~~ ~~the separation from DDR, DDR retained 1,000 shares of the RVI~~ ~~Preferred Shares~~ having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by the Company asset sales. In addition, pursuant to the terms of the separation and distribution agreement, the Company will have a repayment obligation to DDR primarily for certain cash balances held in restricted cash accounts on the separation date in connection with the Company’s mortgage loan. The Company is obligated to repay DDR as soon as reasonably possible out of its operating cash flow but in no event later than March 31, 2020.lessee.

On July 1, 2018, the Company and DDR also entered into an external management agreement, which, together with various property management agreements, governs the fees, terms and conditions pursuant to which DDR will manage the Company and its properties. Pursuant to these management agreements, DDR will provide the Company with day-to-day management, ~~subject to supervision and certain discretionary limits and authorities granted by the RVI Board,~~ and the Company is not expected to have any employees. In general, either the Company or DDR may terminate the management agreements on December 31, 2019 or at the end of any six-month renewal period thereafter. The Company and DDR also entered into a tax matters agreement which governs the rights and responsibilities of the parties following ~~the separation from DDR~~ ~~with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations~~.

On July 2, 2018, ~~DDR~~SITE Centers provided an unconditional guaranty to PNC with respect to any obligations outstanding from time to time under athe Company’s Revolving Credit Agreement. In connection with this arrangement, the Company has agreed to pay to ~~DDR~~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. ~~If in~~In the event ~~DDR~~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 ~~guarantee~~guaranty provides for default interest ~~which~~that accrues at a rate equal to the sum of the LIBOR rate plus 8.50% per annum.

The Company has entered into agreements with general contractors related to its shopping centers ~~aggregating~~ having aggregatecommitments of approximately ~~$20.6~~$10.2 million at ~~June 30, 2018.~~March 31, 2020. These obligations, composed principally of construction contracts for the repair of the Puerto Rico properties, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At ~~June 30, 2018,~~March 31, 2020, the Company had purchase order obligations, typically payable

within one year, aggregating approximately ~~$1.4~~$0.7 million related to the maintenance of its properties and general and administrative expenses.

In 2017, Hurricane Maria made landfall in Puerto ~~Rico. At June 30, 2018,~~Rico and the Company’s 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA, were significantly impacted. ~~One of~~In August 2019, the ~~assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged~~Company reached a settlement with its insurer with respect to the Company’s claims related to the hurricane. The property damage settlement proceeds are reflected in the Company’s consolidated balance sheet as Restricted Cash and is currently not operational, except for one anchor tenant and a few other tenants representing a minimal amount of Company-owned GLA. The other 11 assets sustained varying degrees of damage, consisting primarily of roof, HVAC system damage and water intrusion. ~~Although some tenant spaces remain untenantable, as of July 25, 2018, 86%~~will be disbursed to the Company in accordance with the terms of the Company’s ~~leased GLA~~mortgage financing.

As of March 31, 2020, the Company had expended $116 million in ~~Puerto Rico was open for business, excluding Plaza Palma Real (or 82% including Plaza Palma Real).~~

connection with repairing property damage caused by the hurricane. The Company ~~has engaged various consultants~~believes the insurance settlement proceeds received will be sufficient to ~~assist with the damage scoping assessment. The Company continues to work with~~complete its ~~consultants to finalize the scope and schedule of work to be performed. Restoration work is underway at all of the shopping centers, including Plaza Palma Real.~~restoration efforts. The Company anticipates that the ~~repairs~~repair and restoration work will be substantially complete ~~at all 12 properties by~~in the ~~end~~second half of ~~the third quarter of 2019.~~2020. The timing and schedule of additional repair work to be completed are highly dependent upon any changes in the scope of work, ~~as well as~~ the availability of building materials, supplies and skilled labor.

~~The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption.~~ ~~The Company’s insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately$6.0 million. The Company estimates its aggregate property insurance claim, which includes costs to repair and rebuild, will approximate $150 million.~~ This amount excludes insurance proceeds due from certain continental-U.S.-based anchor tenants who maintain their own property insurance on their Company-owned premises and are expected to make the required repairs to their stores at their own expense. In addition, the ~~Company estimates that its business interruption claim, which includes costs~~timing of completing the remaining repair work could be delayed by orders made by the Puerto Rico government related to ~~clean up and mitigate tenant losses as well as lost revenue, estimated through June 30, 2018 to be approximately $25 million.~~ ~~These estimates are subject to change as the Company continues to assess the costs to repair damage.~~ ~~The Company’s ability to repair its properties,~~both stay-at-home directives and the ~~cost~~temporary closure of ~~such repairs, could be negatively impacted by circumstances and events beyond the Company’s control, such~~non-essential businesses as access to building materials and changes in the scope of work to be performed. Therefore, there can be no assurance that the Company’s estimates of property damage and lost rental revenue are accurate. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carriers to obtain the maximum amount of insurance recovery provided under the policies. However, the Company can give no assurances as to the amounts of such claims, timing of payments and resolutiona result of the ~~claims.~~ ~~The Company received an additional $20.2 million toward the property damage portion of its insurance claim in the second quarter of 2018.~~

~~The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration.~~ For the six months ended June 30, 2018, rental revenues of $6.6 million were not recorded because of lost tenant revenue attributable to Hurricane Maria that has been partially defrayed by insurance proceeds. The Company will record revenue for covered business interruption claims in the period it determines that it is probable it will be compensated. As such, there could be a delay between the rental period and the recording of revenue. The amount of any future lost revenue depends on when properties are fully available for tenants’ re-occupancy which, in turn, is highly dependent upon the timing and progress of repairs. In the first half of 2018, the Company received insurance proceeds of $5.1 million related to business interruption claims, which is recorded on the Company’s combined statement of operations as Business Interruption Income. The Company expects to make claims in future periods for lost revenue. However, there can be no assurance that insurance claims will be resolved favorably to the Company or in a timely manner.

~~See further discussion in Note 8, “Commitments and Contingencies,” of the Company’s June 30, 2018 combined financial statements.~~ Note that pursuant to the terms of the separation and distribution agreement. DDR will be entitled to receive claim proceeds to the extent it incurred unreimbursed repairs costs prior to July 1, 2018 and business interruption claim proceeds to the extent it sustained revenue losses prior to that date. Business interruption proceeds will continue to be recorded to revenue in the period that it is determined that the Company will be compensated. COVID-19 pandemic.

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

~~Despite recent tenant bankruptcies~~Portfolio Composition and ~~increases~~Retail Environment. Though leasing prospects are heavily dependent on local conditions, in ~~e-commerce,~~general, the Company ~~believes there is retailer demand for quality locations within well-positioned shopping centers. Further, the Company continues~~continued to see modest demand from ~~a broad range of retailers~~tenants for its continental U.S. space ~~particularly~~during January and February of 2020 before uncertainty and tenant concern around the COVID-19 pandemic caused a slow-down in the off-price sector, which the Company believes is a reflection of the general outlook of consumers who are demanding more value for their dollars. Many of these retailers have substantial store opening plans for 2018 and 2019.lease activity in March 2020. The ~~Company also benefits from~~Company’s portfolio has a diversified tenant base, with only three tenants whose annualized rental revenue equals or exceeds 3% of the Company’s annualized revenues at March 31, 2020 (Walmart/Sam’s Club at ~~4.5%, TJX Companies, which includes T.J. Maxx, Marshalls and HomeGoods at 3.5% and~~6.5%; Bed Bath & Beyond, which includes Bed Bath & Beyond ~~buybuy Baby, Cost Plus World Market~~ and Christmas Tree Shops, at 3.2% and PetSmart at 3.1%). Other significant tenants include TJX Companies (T.J. Maxx, Marshalls and HomeGoods) and Best Buy, ~~and Ross Stores, both~~all of which have relatively strong ~~credit ratings, remain well-capitalized and~~financial positions, have outperformed other retail categories on a relative basis over ~~time. In addition, several of the Company’s big box tenants (Walmart/Sam’s Club, Home Depot, Best Buy~~time and ~~Target) have been adapting to an omni-channel retail environment, creating positive overall sales growth over the prior few years. The Company believes~~we believe remain well capitalized. Historically, these tenants ~~will continue providing~~have provided a stable revenue base, ~~for the foreseeable future,~~and we believe that they will continue to provide a stable revenue base going forward, given the long-term nature of these leases. Moreover, the majority of the tenants in the Company’s shopping centers provide day-to-day consumer necessities with a focus ~~toward~~on value, convenience and ~~convenience,~~

~~versus high-priced discretionary luxury items,~~service, which the Company believes will enable many of its tenants to ~~outperform even in~~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 retail shopping sector continues to be affected by the competitive nature of the retail business, including the impact of internet shopping and the competition for market share, as well as general economic conditions, where stronger retailers have out-positioned some of the weaker retailers. These shifts can force some market share away from weaker retailers, which could require them to downsize and close stores and/or declare bankruptcy. In some cases, the loss of a weaker tenant or downsizing of space creates a value-add opportunity to re-lease space to a stronger retailer. There can be no assurance that the loss of a tenant or downsizing of space will not adversely affect the Company in the future (see “Risk Factors” in Amendment No. 1 to the Company’s Form 10 filed with the Securities and Exchange Commission on June 14, 2018).

~~The Company believes that the quality of its shopping center portfolio is strong, as evidenced by the occupancy rates and in the average annualized base rent per occupied square foot.~~ The shopping center ~~portfolio~~portfolio’s occupancy was ~~89.5%~~86.7% and ~~90.6%~~88.4% at ~~June 30, 2018~~March 31, 2020 and ~~December 31, 2017,~~2019, respectively. ~~Despite the strength of the near 90% occupancy rate, the~~The net decrease in the rate primarily was attributed to ~~tenant bankruptcies, in particular Toys “R” Us and lower~~the sale of assets having higher occupancy rates ~~within the Puerto Rico portfolio.~~and a combination of tenant expirations. The total portfolio average annualized base rent per occupied square foot was ~~$15.30~~$15.65 at ~~June 30, 2018,~~March 31, 2020, as compared to ~~$15.37~~$15.63 at ~~December~~March 31, ~~2017.~~2019.

At March 31, 2020, the Company owned 12 assets on the island of Puerto Rico aggregating 4.4 million square feet, representing 43% of Company-owned GLA and approximately 50% of both the Company’s total consolidated revenue and the Company’s total consolidated revenue less operating expenses (i.e., net operating income) for the three months ended March 31, 2020. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for new leases executed during the first six months of 2018 was $6.63 and during 2017 was $4.06 per rentable square foot. The Company generally does not expend a significant amount of capital on lease renewals. Property revenues are generally derived from tenants with good credit profiles under long-term leases, with very little reliance on overage rents generated by tenant sales performance. The Company recognizes the risks posed by the economy, but believes that the ~~general diversity~~tenants at its Puerto Rico assets (many of which are high-quality continental U.S. retailers, such as Walmart/Sam’s Club and ~~credit quality~~the TJX Companies (T.J. Maxx and Marshalls)) typically cater to the local consumer’s desire for value, convenience and day-to-day necessities. Nevertheless, there is continued concern about the strength of the Puerto Rican economy, the ability of the government of Puerto Rico to meet its financial obligations and the impact of the territory’s ongoing bankruptcy and debt restructuring process on the economy of Puerto Rico. The impact of Hurricane Maria in Puerto Rico further exacerbated these concerns. See Item

1A. “Risk Factors– Geographic Concentration of the Company’s Properties Makes It Vulnerable to Natural Disasters, Extreme Weather Conditions and Climate Change. An Uninsured Loss or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to a Loss of Capital and Revenue” in the Company’s Annual Report on 10-K for the year ended December 31, 2019.

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

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

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

Disposition Outlook. In addition to its goal of maximizing cash flow from property operations, the Company seeks to realize profits through the regular sale of assets to a variety of buyers. The market upon which this aspect of the business plan relies ~~is currently~~has recently been characterized as liquid but ~~also~~ 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 ~~retail~~ asset prices, particularly for larger properties, though this impact remains highly heterogeneous and varies widely by market and specific assets.

~~At June 30, 2018, the Company owned 12 assets on the island of~~ Asset prices for retail real estate in Puerto Rico ~~aggregating 4.4 million square feet~~remain highly uncertain due to lack of ~~Company-owned GLA.~~ transaction activity since Hurricane Maria.

The ~~12 owned assets represent approximately 33%~~recent outbreak of ~~both~~COVID-19 has created uncertainty with respect to the ~~Company’s total combined revenue~~timing and the Company’s combined revenue less operating expenses (i.e., net operating income) for the six months ended June 30, 2018. These assets account for approximately 28% of Company-owned GLA at June 30, 2018. There is continued concern about the status of the Puerto Rican economy, the ability of the ~~government~~Company to execute the disposition portion of ~~Puerto Rico~~its business plan. Beginning in March 2020, many prospective purchasers have delayed or suspended their acquisition activities due to, ~~meet its financial obligations~~among other factors, the uncertainty of tenant operations and the ~~impact~~availability and terms of ~~any government default on~~financing. Purchasers’ expectations with respect to economic returns from future investments in retail real estate may also be impacted by uncertainties caused by COVID-19. Although the economy of Puerto Rico. The impact of Hurricane Maria has further exacerbated these concerns. The Company’s assets experienced varying degrees of damage due to the hurricane. The Company has been actively working with its insurer relating to both its property damage and business interruption claims. See Note 8, “Commitments and Contingencies,” to the Company’s June 30, 2018 combined financial statements. The Company believes that the ~~tenants in these assets (many~~outbreak of ~~which are U.S. retailers~~COVID-19 may have an adverse effect on the timing and pricing of disposition activity, the Company is currently unable to predict the magnitude of such ~~as Walmart/Sam’s Club, Bed Bath & Beyond and the TJX Companies (T.J. Maxx and Marshalls)) typically cater~~impact.

For additional risks relating to the ~~local consumer’s desire for value and convenience, often provide consumers with day-to-day necessities and should withstand redevelopment pressures and reopen their locations~~outbreak of COVID-19, see Item 1A. Risk Factors in ~~Puerto Rico. The Company further believes that these tenants represent a source~~Part II of stable, high-quality cash flow for the Company’s assets. There can be no assurance that the hurricane relief efforts will be completed in a timely manner, or at all, or that the economic conditions in Puerto Rico will not deteriorate further, which could materially and negatively impact consumer spending and ultimately adversely affect the Company’s assets in Puerto Rico or its ability to dispose of the propertiesthis Quarterly Report on ~~commercially reasonable terms, or at all (see “Risk Factors” in Amendment No. 1 to the Company’s~~ Form ~~10 filed with the Securities and Exchange Commission on June 14, 2018).~~10-Q.

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

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MD&A should be read in conjunction with the Company’s ~~combined~~consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s ~~combined~~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, please refer to “Risk Factors” included~~statements. See Item 1A. Risk Factors in ~~Amendment No. 1 to~~ the Company’s Annual Report on 10-K for the year ended December 31, 2019 and of this Quarterly Report on Form ~~10 filed with~~10-Q. The impact of the ~~Securities~~COVID-19 may also exacerbate the risks discussed therein and ~~Exchange Commission on June 14, 2018.~~herein, any of which could have a material effect of the Company.

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

The Company’s primary market risk exposure is interest rate risk. At ~~June 30, 2018,~~March 31, 2020 and 2019, the Company’s outstanding indebtedness was composed of all variable-rate debt with a carrying value of $1,241.8 million, a fair value of $1,272.0 million and an estimate of the effect of a 100 basis-point increase in interest rates was $1,271.3 million. At December 31, 2017, the Company’s outstanding indebtedness was composed of all fixed-rate debt. At ~~December~~March 31, ~~2017,~~2020, the Company’s carrying value of the ~~fixed-rate~~variable-rate debt was

~~$1,134.2~~ $505.8 million and its fair value was $524.8 million. At December 31, 2019, the Company’s carrying value of the variable-rate debt was $655.8 million and its fair value was $682.2 million. If interest rates were to increase by 1.00%, or 100 basis-points, the fair value ~~was $1,170.6~~of the debt would be $524.6 million and ~~an estimate of the effect of a 100 basis-point increase in interest rates was $1,115.2 million.~~$681.9 million at March 31, 2020 and December 31, 2019, respectively. The sensitivity to changes in interest rates of the Company’s ~~fixed-rate~~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.

As discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Resources and Financing Activities,” in February 2018, the Company entered into a $1.35 billion mortgage loan the proceeds of which were used to repay all outstanding indebtedness of the Company and certain indebtedness of DDR. In addition, in connection with the financing, the Company entered into an interest rate cap agreement with a LIBOR strike rate of 3.0% and a notional amount of $1.27 billion. As such, a A 100 basis-point increase in short-term market interest rates on variable-rate debt at ~~June 30, 2018,~~March 31, 2020, would result in an increase in interest expense of approximately ~~$0.5~~$1.3 million for the ~~six-month period. The estimated increase in interest expense does not give effect to possible changes in the daily balance of the Company’s outstanding variable-rate debt.~~three-month period ended March 31, 2020.

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

The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of ~~June 30, 2018,~~March 31, 2020, the Company had no other material exposure to market risk.

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

~~During~~For the three months ended ~~June 30, 2018,~~March 31, 2020, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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.

~~There~~Reference is made to Part 1, Item 1A. “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The risk factor set forth below updates, and should be read together with, such risk factors. Furthermore, the impact of COVID-19 may also exacerbate the risks discussed therein, any of which could have a material effect on the Company.

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

The Company’s business and the businesses of its tenants have been, ~~no material changes~~and are likely to continue to be, significantly impacted by the recent outbreak of a novel coronavirus (COVID-19) and the public perception of and reaction to the related risks. Beginning in March 2020, the outbreak of COVID-19 has resulted in the closure of many tenant businesses and has substantially reduced foot traffic to other tenant businesses. Such events have adversely impacted many tenants’ sales and operations and may adversely affect their ability to finance their businesses and satisfy their obligations, including rent owed to the Company. The Company has received a substantial number of tenant requests for rent relief and claims for abatement with respect to monthly rent for April 2020 and beyond, and the Company’s results of operations are likely to be adversely impacted as a result thereof. The timing of tenant store re-openings and resumption of normalized business activity levels remains uncertain and may be adversely impacted by disruptions in inventory supply chains from local and international suppliers, staffing challengesand the public’s perception of continued health risks relating to COVID-19. Furthermore, the outbreak of COVID-19 may cause prospective tenants to abandon or delay new store growth plans or choose to lease fewer spaces, which could lead to a decline in leasing volume and diminished demand and rents for the Company’s properties. Such events may also increase the risk ~~factors set forth~~of delays in ~~Amendment No. 1~~completing tenant build-outs, delivering space to new tenants and achieving rent commencement dates with respect to recently executed leases. Additionally, the impacts of COVID-19 may cause one or more existing tenants to file for bankruptcy protection. The Company may not be able to recover any amounts from insurance carriers in order to mitigate the impact of lost tenant revenues.

Moreover, the outbreak of COVID-19 has significantly limited the ability of the employees of the Company’s manager to access the manager’s offices and properties, which could adversely impact the manager’s ability to manage the Company’s properties and complete other operating and administrative functions that are important to the Company’s ~~Registration Statement on Form 10, filed with~~business. Efforts by the ~~Securities and Exchange Commission on June 14, 2018.~~employees of the Company’s manager to work remotely could also expose the Company to additional risks, such as increased cybersecurity risk.

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

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

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

Attached as Exhibit 101 to this report are the following formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) ~~Combined~~Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2020 and December 31, ~~2017,~~2019, (ii) ~~Combined~~Consolidated Statements of Operations and Other Comprehensive Loss for the Three ~~and Six~~ Months Ended ~~June 30, 2018~~March 31, 2020 and ~~2017,~~2019, (iii) ~~Combined Statement~~Consolidated Statements of Equity for the ~~Six~~Three Months Ended ~~June 30, 2018,~~March 31, 2020 and 2019, (iv) ~~Combined~~Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2018~~March 31, 2020 and ~~2017~~2019 and ~~(vi)~~(v) Notes to Condensed ~~Combined~~Consolidated Financial Statements.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

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

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements -– Unaudited
	~~Combined~~Consolidated Balance Sheets as of ~~June 30, 2018~~March 31, 2020 and December 31, ~~2017~~2019	2
	~~Combined~~Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended ~~June 30, 2018~~March 31, 2020 and ~~2017~~2019	3
	~~Combined~~Consolidated Statements of ~~Operations and Comprehensive Loss~~Equity for the ~~Six~~Three Months Ended ~~June 30, 2018~~March 31, 2020 and ~~2017~~2019	4
	~~Combined Statement~~Consolidated Statements of ~~Equity~~Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2018~~March 31, 2020 and 2019	5
	~~Combined Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017~~	6
	Notes to Condensed ~~Combined~~Consolidated Financial Statements	76
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1813
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3428
Item 4.	Controls and Procedures	3528

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3629
Item 1A.	Risk Factors	3629
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3629
Item 3.	Defaults Upon Senior Securities	3630
Item 4.	Mine Safety Disclosures	3630
Item 5.	Other Information	3630
Item 6.	Exhibits	3731

SIGNATURES		3832

	Three Months
	Ended March 31,
	2020		2019
Accounts payable related to construction in progress	$	4.7	$	14.3
Stock dividends	28.1			17.2

	Six Months Ended
	June 30
	2018			2017
Revenues from operations:
Minimum rents	$	102,967		$	116,194
Percentage and overage rents		1,870			1,479
Recoveries from tenants		37,345			40,095
Other income		7,952			5,003
Business interruption income		5,100			—
		155,234			162,771
Rental operation expenses:
Operating and maintenance		24,608			25,443
Real estate taxes		19,571			19,338
Management fees		6,819			6,972
Impairment charges		48,680			8,600
Hurricane property loss		868			—
General and administrative		7,638			11,042
Depreciation and amortization		50,144			60,529
		158,328			131,924
Other expense:
Interest expense		(37,584	)		(44,909	)
Debt extinguishment costs		(109,036	)		—
Transaction costs		(33,325	)		—
Other expense, net		(3	)		(1	)
		(179,948	)		(44,910	)
Loss before tax expense		(183,042	)		(14,063	)
Tax expense		(4,210	)		(281	)
Loss from continuing operations		(187,252	)		(14,344	)
Gain on disposition of real estate, net		13,096			447
Net loss	$	(174,156	)	$	(13,897	)
Comprehensive loss	$	(174,156	)	$	(13,897	)

	RVI Predecessor (Deficit) Equity
Balance, December 31, 2017	$	1,090,464
Net transactions with DDR		(227,000	)
Net loss		(174,156	)
Balance, June 30, 2018	$	689,308


	Six Months Ended June 30,
	2018			2017
Cash flow from operating activities:
Net loss	$	(174,156	)	$	(13,897	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Depreciation and amortization		50,144			60,529
Amortization and write-off of above- and below- market leases, net		(928	)		(5,119	)
Amortization and write-off of debt issuance costs and fair market value of debt adjustments		14,556			317
Gain on disposition of real estate		(13,096	)		(447	)
Impairment charges		48,680			8,600
Loss on debt extinguishment		97,077			—
Interest rate hedging activities		(4,538	)		—
Assumption of building due to ground lease termination		(2,150	)		—
Valuation allowance of prepaid taxes		3,991			—
Net change in accounts receivable		(4,664	)		921
Net change in accounts payable and other liabilities		15,472			(3,525	)
Net change in other operating assets		(1,556	)		489
Total adjustments		202,988			61,765
Net cash flow provided by operating activities		28,832			47,868
Cash flow from investing activities:
Real estate improvements to operating real estate		(20,461	)		(10,720	)
Proceeds from disposition of real estate		100,347			—
Hurricane property insurance advance proceeds		20,193			—
Net cash flow provided by (used for) investing activities		100,079			(10,720	)
Cash flow from financing activities:
Proceeds from Parent Company unsecured debt, net of discounts and loan costs		—			149,801
Repayment of Parent Company unsecured debt		(899,880	)		(151,279	)
Proceeds from mortgage debt		1,350,000			—
Repayment of mortgage debt		(421,344	)		(5,193	)
Payment of debt issuance costs		(32,755	)		—
Net transactions with DDR		(37,864	)		(24,800	)
Net cash flow used for financing activities		(41,843	)		(31,471	)

Net increase in cash, cash equivalents and restricted cash		87,068			5,677
Cash, cash equivalents and restricted cash, beginning of period		8,318			11,024
Cash, cash equivalents and restricted cash, end of period	$	95,386		$	16,701

	June 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Parent Company unsecured debt	$	—	$	—	$	813,308	$	841,440
Mortgage indebtedness		1,241,805		1,271,963		320,844		329,161
	$	1,241,805	$	1,271,963	$	1,134,152	$	1,170,601

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

Date Sold	Property Name	City, State	Total Owned GLA		Sales Price
7/6/18	Tequesta Shoppes	Tequesta, FL		110	$	14,333
7/10/18	Lake Walden Square	Plant City, FL		244		29,000
8/1/18	East Lloyd Commons	Evansville, IN		160		23,000
				514	$	66,333

	Shopping Center Portfolio March 31,
	2020			2019
Centers owned	26			35
Aggregate occupancy rate		86.7	%		88.4	%
Average annualized base rent per occupied square foot	$	15.65		$	15.63

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

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

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


~~2.1~~		~~Separation and Distribution Agreement dated July 1, 2018, by and between DDR Corp. and Retail Value Inc.~~

~~3.1~~		~~Second Amended and Restated Articles of Incorporation of Retail Value Inc.~~²

~~3.2~~		~~Amended and restated Code of Regulations of Retail Value Inc.~~²

10.1		Retail Value Inc. 2018 Equity and Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on June 4, 2018, File No. 001-38517)

~~10.2~~		~~Tax Matters~~ Agreement dated ~~July 1, 2018, by and between DDR Corp. and Retail Value Inc.~~

~~10.3~~		~~External Management Agreement dated July 1, 2018, by and~~April 29, 2020 between Retail Value Inc. and ~~DDR Asset Management LLC~~

~~10.4~~		~~Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July~~ JDN Development Company^{2 2018, File No. 001-38517)}

~~10.5~~		~~Credit Agreement, dated July 2, 2018, among Retail Value Inc., the lenders named therein and PNC Bank, National Association, as administrative agent~~

~~10.6~~		~~Guaranty Fee and Reimbursement Letter Agreement dated July 2, 2018, by and between Retail Value Inc. and DDR Corp.~~

~~10.7~~		~~Waiver Agreement dated July 1, 2018, by and between Mr. Alexander Otto and Retail Value Inc.~~

~~10.8~~		Form of Restricted Share Units Agreement for Directors (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on June 4, 2018, File No. 001-38517)

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

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

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

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^1,21,²

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

101.SCH		XBRL Taxonomy Extension Schema Document²

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document²

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document²

101.LAB		XBRL Taxonomy Extension Label Linkbase Document²

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document²

104

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

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