Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

As of ~~October 29, 2021,~~April 22, 2022, the registrant had 21,117,150 shares of common stock, $0.10 par value per share, outstanding.

	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Assets
Land	$	10,442		$	106,708
Buildings		99,141			421,401		$	51,261		$	51,261
Fixtures and tenant improvements		22,755			68,795			8,305			8,260
		132,338			596,904			59,566			59,521
Less: Accumulated depreciation		(67,377	)		(253,565	)		(36,802	)		(36,195	)
		64,961			343,339
Construction in progress		2,341			321
Total real estate assets, net		67,302			343,660			22,764			23,326
Cash and cash equivalents		460,949			56,849			44,769			110,470
Restricted cash		0			115,939			1,098			1,993
Accounts receivable		7,960			15,007			2,364			3,891
Other assets, net		9,063			15,219			4,498			4,718
Assets related to discontinued operations		0			649,202
Real estate assets and other assets held for sale		240,682			0
	$	785,956		$	1,195,876		$	75,493		$	144,398
Liabilities and Equity
Mortgage indebtedness, net	$	0		$	258,795
Accounts payable and other liabilities		17,433			25,848		$	6,996		$	8,331
Dividends payable		0			23,002			0			69,053
Liabilities related to discontinued operations		0			98,445
Liabilities held for sale		4,698			0
Total liabilities		22,131			406,090			6,996			77,384
Commitments and contingencies (Note 6)
Redeemable preferred equity		190,000			190,000
Commitments and contingencies (Note 1)
Retail Value Inc. shareholders' equity
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 21,117,748 and 19,829,498 shares issued at September 30, 2021 and December 31, 2020, respectively		2,112			1,983
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 21,117,748 shares issued at March 31, 2022 and December 31, 2021								2,112			2,112
Additional paid-in capital		740,517			721,234			740,517			740,517
Accumulated distributions in excess of net loss		(168,791	)		(123,428	)		(674,119	)		(675,602	)
Less: Common shares in treasury at cost: 598 and 234 shares at September 30, 2021 and December 31, 2020, respectively		(13	)		(3	)
Less: Common shares in treasury at cost: 598 shares at March 31, 2022 and December 31, 2021								(13	)		(13	)
Total equity		573,825			599,786			68,497			67,014
	$	785,956		$	1,195,876		$	75,493		$	144,398

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

Three Months

Ended September 30,

2021

2020

Revenues from operations:

Rental income
$
14,659

$
19,366

Other income (expense), net

(31
)

33

14,628

19,399

Rental operation expenses:

Operating and maintenance

1,922

2,403

Real estate taxes

2,661

4,091

Property and asset management fees

1,406

1,847

Impairment charges

1,573

16,640

General and administrative

874

860

Depreciation and amortization

4,439

6,538

12,875

32,379

Other income (expense):

Interest expense, net

(2,039
)

(4,109
)
Debt extinguishment costs

(5,158
)

(440
)
Gain on disposition of real estate, net

37

8,324

(7,160
)

3,775

Loss before tax expense

(5,407
)

(9,205
)
Tax expense

(50
)

(59
)
Loss from continuing operations

(5,457
)

(9,264
)
Income (loss) from discontinued operations

26,466

(59,741
)
Net income (loss)
$
21,009

$
(69,005
)
Comprehensive income (loss)
$
21,009

$
(69,005
)

Basic and diluted earnings per share data:

Loss from continuing operations
$
(0.26
)

$
(0.47
)
Income (loss) from discontinued operations

1.25

(3.01
)
Net income (loss)
$
0.99

$
(3.48
)

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2021			2020			2022			2021
Revenues from operations:
Rental income	$	50,221		$	63,374		$	2,279		$	18,153
Other income		38			31			2			17
		50,259			63,405			2,281			18,170
Rental operation expenses:
Operating and maintenance		6,485			8,947			288			2,384
Real estate taxes		8,562			12,878			42			3,134
Property and asset management fees		4,501			6,682			191			1,548
Impairment charges		1,573			43,460
General and administrative		2,997			2,861			699			865
Depreciation and amortization		16,127			22,729			607			6,988
		40,245			97,557			1,827			14,919
Other income (expense):
Interest expense, net		(7,897	)		(14,797	)		0			(3,151	)
Debt extinguishment costs		(6,307	)		(4,417	)		0			(73	)
Gain on disposition of real estate, net		1,882			21,956			295			148
		(12,322	)		2,742			295			(3,076	)
Loss before tax expense		(2,308	)		(31,410	)
Income before tax expense								749			175
Tax expense		(193	)		(184	)		(38	)		(66	)
Loss from continuing operations		(2,501	)		(31,594	)
Loss from discontinued operations		(42,862	)		(52,464	)
Net loss	$	(45,363	)	$	(84,058	)
Comprehensive loss	$	(45,363	)	$	(84,058	)
Income from continuing operations								711			109
Income from discontinued operations								772			3,100
Net income							$	1,483		$	3,209
Comprehensive income							$	1,483		$	3,209

Basic and diluted earnings per share data:
Loss from continuing operations	$	(0.12	)	$	(1.60	)
Loss from discontinued operations		(2.04	)		(2.65	)
Net loss	$	(2.16	)	$	(4.25	)
Income from continuing operations							$	0.03		$	0
Income from discontinued operations								0.04			0.15
Net income							$	0.07		$	0.15

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

Common
Shares

Additional
Paid-in
Capital

Accumulated Distributions
in Excess of
Net Loss

Treasury
Stock at
Cost

Total

Balance as of December 31, 2020

$
1,983

$
721,234

$
(123,428
)

$
(3
)

$
599,786

Issuance of common shares related to
stock dividend and stock plan

127

19,314

—

(26
)

19,415

Net loss

—

—

(66,372
)

—

(66,372
)
Balance, June 30, 2021

2,110

740,548

(189,800
)

(29
)

552,829

Issuance of common shares related to
stock dividend and stock plan

2

(31
)

—

16

(13
)
Net income

—

—

21,009

—

21,009

Balance, September 30, 2021

$
2,112

$
740,517

$
(168,791
)

$
(13
)

$
573,825

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

Common
Shares

Additional
Paid-in
Capital

Accumulated Distributions
in Excess of
Net Loss

Treasury
Stock at
Cost

Total

Balance as of December 31, 2019

$
1,905

$
692,871

$
(6,857
)

$
(16
)

$
687,903

Issuance of common shares related to
stock dividend and stock plan

77

28,022

—

—

28,099

Net loss

—

—

(15,053
)

—

(15,053
)
Balance, June 30, 2020

1,982

720,893

(21,910
)

(16
)

700,949

Issuance of common shares related to
stock dividend and stock plan

1

425

—

13

439

Net loss

—

—

(69,005
)

—

(69,005
)
Balance, September 30, 2020

$
1,983

$
721,318

$
(90,915
)

$
(3
)

$
632,383

	Common Shares		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Loss			Treasury Stock at Cost			Total
Balance as of December 31, 2020	$	1,983	$	721,234	$	(123,428	)	$	(3	)	$	599,786
Issuance of common shares related to stock dividend and stock plan		125		18,896		—			—			19,021
Net income		—		—		3,209			—			3,209
Balance, March 31, 2021	$	2,108	$	740,130	$	(120,219	)	$	(3	)	$	622,016

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

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2021			2020			2022			2021
Cash flow from operating activities:
Net loss	$	(45,363	)	$	(84,058	)
Adjustments to reconcile net loss to net cash flow provided by operating activities:
Net income							$	1,483		$	3,209
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		32,630			44,478			607			13,358
Amortization and write-off of above- and below-market leases, net		(586	)		(870	)		0			(236	)
Amortization and write-off of debt issuance costs		9,800			6,736			0			781
Gain on disposition of real estate, net		(25,687	)		(21,956	)		(289	)		(121	)
Impairment charges		82,633			104,615			0			2,010
Assumption of buildings due to ground lease terminations		(2,660	)		0
Net change in accounts receivable		8,061			(5,765	)		779			3,298
Net change in accounts payable and other liabilities		(4,722	)		(6,353	)		(478	)		(1,883	)
Net change in other operating assets		6,450			3,211			1,126			2,035
Total adjustments		105,919			124,096			1,745			19,242
Net cash flow provided by operating activities		60,556			40,038			3,228			22,451
Cash flow from investing activities:
Real estate improvements to operating real estate		(9,856	)		(17,642	)		(854	)		(3,378	)
Proceeds from disposition of real estate		596,118			246,479			83			61
Net cash flow provided by investing activities		586,262			228,837
Net cash flow used for investing activities								(771	)		(3,317	)
Cash flow from financing activities:
Repayment of mortgage debt, including repayment costs		(354,202	)		(185,408	)		0			(51,168	)
Payment of debt issuance costs		(74	)		0
Payment of credit facility costs								0			(75	)
Dividends paid		(4,381	)		(10,958	)		(69,053	)		(4,381	)
Net cash flow used for financing activities		(358,657	)		(196,366	)		(69,053	)		(55,624	)

Net increase in cash, cash equivalents and restricted cash		288,161			72,509
Net decrease in cash, cash equivalents and restricted cash								(66,596	)		(36,490	)
Cash, cash equivalents and restricted cash, beginning of period		172,788			183,293			112,463			172,788
Cash, cash equivalents and restricted cash, end of period	$	460,949		$	255,802		$	45,867		$	136,298

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

Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) were formed in December 2017 and owned and operated a portfolio of 48 retail shopping centers, comprised of 36 continental U.S. assets and 12 Puerto Rico assets, at the time of their separation from SITE Centers Corp. (“SITE Centers” or the “Manager”) on July 1, 2018. ~~The Company focuses on realizing value~~At March 31, 2022, RVI’s only remaining real estate investment was Crossroads Center in ~~its business through operations and sales of its assets. At September 30, 2021, RVI owned 8 retail shopping centers, all of which were located in the continental U.S.~~Gulfport, Mississippi comprising ~~3.8~~0.6 million square feet of Company-owned gross leasable area (“GLA”) ~~and located in 8 states.~~ , which was 92.1% occupied. This asset was sold on April 12, 2022.

The Company, ~~sold 2 assets in Puerto Rico in the second quarter of 2021~~its subsidiaries and the ~~remaining 9 assets~~Manager have entered into a new External Management Agreement, effective January 1, 2022 (the “New Management Agreement”), which compensates the Manager for property management, leasing services and disposition efforts for Crossroads Center (prior to its sale) and for corporate services in ~~Puerto Rico in~~connection with the third quarter of 2021. As such, the Company no longer has an operating segment in Puerto Rico. A portion of the approximate $539 million in net proceeds received from the sale of Puerto Rico assets in the third quarter of 2021 was used to fully repay the outstanding balanceanticipated wind-up of the Company’s ~~mortgage loan of $214.5 million. On October 1, 2021, the Company sold 5 continental U.S. assets, leaving 3 remaining assets.~~

In connection with the separation from SITE Centers, SITE Centers retained 1,000 shares of RVI’s Series A preferred stock (the “RVI Preferred Shares”) having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset sales. In October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million.

On July 1, 2018, the Company and SITE Centers also entered into an external management agreement (the “External Management Agreement”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which SITE Centers manages RVI and its properties. SITE Centers provides RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. The Company does not have any employees. In general, either SITE Centers or RVI may terminate the management agreements on December 31, 2021, or at the end of any six-month renewal period thereafter.business. SITE Centers and RVI also entered into a tax matters agreement that governs the rights and responsibilities of the parties following RVI’s separation from SITE Centers with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. SITE Centers provides RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. The Company does not have any employees.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. The Company considered impacts to its estimates related to the COVID-19 pandemic, as appropriate, within its unaudited condensed consolidated financial statements, and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the uncertainties surrounding the severity and duration of the COVID‑19 pandemic. Actual results could differ from those estimates.

These financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

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

	Nine Months				Three Months
	Ended September 30,				Ended March 31,
	2021		2020		2022		2021
Accounts payable related to construction in progress (continuing operations)	$	0.7	$	0.2	$	0	$	0.2
Accounts payable related to construction in progress (discontinued operations)		0		3.0		0		1.0
Assumption of buildings due to ground lease terminations (discontinued operations)		2.7		0
Stock dividends		18.6		28.1		0		18.6
Note receivable related to disposition of shopping center		0		3.0

Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time, primarily in 2020. The COVID‑19 pandemic also had a significant impact on the Company’s collection of rents from April 2020 through the end of 2020. The Company engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations and agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants. As of September 30, 2021, $0.6 million remains outstanding under these deferral arrangements for tenants that are not accounted for on the cash basis.

During the three and nine months ended September 30, 2021, the Company recorded net uncollectible revenue that resulted in rental income of $1.4 million and $4.5 million, respectively, primarily due to net revenue related to prior periods (including rent deferrals) from tenants on the cash basis of accounting. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic.

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

The total net tax basis of the assets for federal income tax purposes at September 30, 2021 was approximately $467.1 million, of which $362.2 million related to assets held for sale. Of the three remaining assets owned as October 1, 2021, 2 are owned by the Company’s taxable REIT subsidiary.

September 30, 2021

December 31, 2020

Intangible assets:

In-place leases, net
$
1,687

$
3,244

Above-market leases, net

0

410

Lease origination costs, net

194

487

Tenant relationships, net

1,402

3,802

Total intangible assets, net^(A)

3,283

7,943

Operating lease ROU assets

1,108

1,509

Notes receivable^(B)

3,000

3,000

Other assets:

Prepaid expenses

1,472

2,567

Other assets

200

200

Total other assets, net
$
9,063

$
15,219

Below-market leases, net (other liabilities)
$
6,876

$
10,064

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

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

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

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

Three Months

Nine Months

Ended September 30,

Ended September 30,

2021

2020

2021

2020

Revenues from operations:

Rental income
$
16,183

$
20,598

$
63,900

$
66,219

Other income

(5
)

19

17

53

16,178

20,617

63,917

66,272

Rental operation expenses:

Operating and maintenance

4,824

7,168

19,037

21,313

Real estate taxes

686

1,227

2,808

3,642

Property and asset management fees

2,295

2,563

7,269

7,494

Impairment charges

0

61,155

81,060

61,155

Depreciation and amortization

3,629

7,259

16,503

21,749

11,434

79,372

126,677

115,353

Other income (expense):

Interest expense, net

(485
)

(1,066
)

(2,055
)

(3,330
)
Debt extinguishment costs

(1,858
)

0

(1,951
)

0

Other income, net

0

107

197

441

Gain on disposition of real estate

24,109

0

23,805

0

21,766

(959
)

19,996

(2,889
)
Income (loss) from discontinued operations before tax expense

26,510

(59,714
)

(42,764
)

(51,970
)
Tax expense

(44
)

(27
)

(98
)

(494
)
Income (loss) from discontinued operations
$
26,466

$
(59,741
)

$
(42,862
)

$
(52,464
)

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

As of September 30, 2021, the Company had 5 assets (Great Northern Plazas, Maple Grove Crossing, Peach Street Marketplace, Seabrook Commons and Wrangleboro Consumer Square) classified as held for sale. These assets were sold on October 1, 2021, for a gross sales price of $264.0 million. The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which signifies that the parties are fully obligated to consummate the sale transaction. The net sale proceeds were approximately $242.4 million (Note 11).

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

September 30, 2021

Assets

Land
$
87,245

Buildings

275,661

Fixtures and tenant improvements

30,102

393,008

Less: Accumulated depreciation

(157,940
)

235,068

Construction in progress

104

Total real estate assets, net

235,172

Straight-line rents, net

1,806

Intangible assets, net

2,031

Operating lease ROU asset

239

Other assets

1,434

Assets associated with real estate assets held for sale
$
240,682

Liabilities

Below-market leases, net
$
1,172

Other liabilities

3,526

Liabilities associated with real estate assets held for sale
$
4,698

In connection with the sale of the Company’s remaining Puerto Rico assets in the third quarter of 2021, the Company fully repaid the entire balance of its mortgage loan of $214.5 million. Accordingly, the lender released all remaining collateral and restricted cash balances. The Company had 0 mortgage debt outstanding at September 30, 2021.

The Company maintained a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”) that provided for borrowings of up to $30.0 million. In February 2021, the scheduled facility termination date under the Revolving Credit Agreement was extended to February 2022. In the third quarter of 2021, as a result of the repayment of the Company’s mortgage loan discussed above, the commitments of the lenders under the Revolving Credit Agreement were terminated in accordance with the terms of the agreement. At the time of the facility’s termination, there were 0 amounts outstanding under the Revolving Credit Agreement.

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

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

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

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

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The carrying amount of debt, including deferred financing costs, was $344.5 million and fair value of debt was $362.7 million at December 31, 2020.

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

The remaining property damage settlement proceeds along with other related insurance claim escrows of $37.2 million, previously reflected in the Company’s consolidated balance sheets as Restricted Cash, were released to the Company in the third quarter of 2021 in connection with the full repayment of the mortgage loan.

cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

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

Three Months

Nine Months

Ended September 30,

Ended September 30,

2021

2020

2021

2020

Puerto Rico Assets
$
0

$
61.2

$
81.1

$
61.2

Continental U.S. Assets

0

16.6

0

43.4

Assets held for sale (Continental U.S.)

1.6

0

1.6

0

Total impairment charges
$
1.6

$
77.8

$
82.7

$
104.6

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

For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. These valuation adjustments were calculated based on market conditions and assumptions made by SITE Centers or the Company at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change.

The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, along with the related impairment charge, for the nine months ended September 30, 2021. The table also indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in millions):

Fair Value Measurements

Level 1

Level 2

Level 3

Total

Total Impairment Charges

September 30, 2021

Long-lived assets held and used

$
0

$
0

$
324.5

$
324.5

$
81.1

Assets held for sale

0

0

142.9

142.9

1.6

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

Quantitative Information about Level 3 Fair Value Measurements
Description

Fair Value at
September 30, 2021

Valuation
Technique

Unobservable Inputs

Range

Weighted
Average
Long-lived assets held and used

$
324.5

Indicative Bid ^(A)

Indicative Bid^(A)

N/A

N/A
Assets held for sale

142.9

Indicative Bid^(A)

Indicative Bid^(A)

N/A

N/A

	March 31, 2022		December 31, 2021
Operating lease ROU assets	$	1,088	$	1,098
Notes receivable^(A)		3,000		3,000
Other assets:
Prepaid expenses		282		511
Other assets		128		109
Total other assets	$	4,498	$	4,718

The Company previously sold all of its properties located in Puerto Rico, which represented a strategic shift in the Company’s geographic concentration and business and, as such, the Puerto Rico properties are reflected as discontinued operations for all periods presented. Only Interest Expense, which was specifically identifiable to the Puerto Rico assets, is included in the computation of interest expense attributable to discontinued operations. The operating results related to the Puerto Rico segment were as follows (in thousands):

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

The following table summarizes cash flow data relating to discontinued operations for the three months ended March 31, 2021 (in thousands):

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

	Three Months				Nine Months				Three Months
	Ended September 30,				Ended September 30,				Ended March 31,
	2021		2020		2021		2020		2022		2021
Property management fees^(A)	$	2,081	$	2,408	$	6,609	$	7,526	$	66	$	2,265
Asset management fees^(B)		1,620		2,002		5,161		6,650		125		1,770
Leasing commissions^(C)		306		288		1,701		1,992		7		778
Maintenance services and other^(D)		214		339		866		1,021		6		344
Disposition fees^(E)		5,500		856		6,092		2,622
Credit facility guaranty fees		60		60		60		60
Legal fees^(F)		235		88		444		273
Legal fees^(E)										32		104
	$	10,016	$	6,041	$	20,933	$	20,144	$	236	$	5,261

~~Amounts payable to SITE Centers at September 30,~~On December 15, 2021, ~~were $0.1 million.~~

~~In October 2020,~~ the Company ~~entered into an Amended~~ and ~~Restated Agreement (the “Agreement”) with an affiliate~~certain subsidiaries of SITE Centers entered into the New Management Agreement, which took effect on January 1, 2022 and compensates the Manager for property management and leasing services for Crossroads Center (prior to its sale on April 12, 2022) and for corporate services in ~~order to address~~connection with the ~~impact~~anticipated wind-up of the ~~COVID-19 pandemic on the level of effort required to manage the portfolio and the property management fees for the six-month period ending June 30, 2021.~~Company’s business. Pursuant to the terms of the ~~Company’s existing property~~New Management Agreement, the Company will pay the Manager an asset management ~~agreements~~fee for services rendered in connection with ~~SITE Centers, property~~corporate management ~~fees are determined~~of the Company in an aggregate amount of (i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on ~~each July 1 and~~ January 1, ~~based on gross property revenues received during~~2023 until the ~~three-month period~~end of the calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately ~~preceding such determination date.~~following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the term of the New Management Agreement (i.e. five years from the date that the Company files a certificate of dissolution with the Secretary of State of the State of Ohio) or the earlier termination thereof. In ~~order~~addition, pursuant to ~~offset~~ the ~~impact of reduced property collections during~~New Management Agreement, the ~~three-month period preceding January 1, 2021 on~~Company paid the Manager a property management fee ~~applicable to the first six months~~ of ~~2021, the Agreement provided that beginning~~$22,000 per month through April 2022 on ~~January 1, 2021, the Company was to pay JDN Development Company (an affiliate~~account of ~~SITE Centers) a monthly supplemental~~fee in an amount equal to (i) the average monthly property management fee paid during 2019 with respect to the properties owned by the Company and its subsidiaries as of October 1, 2020 (which amount was $737,377) minus (ii) the monthly property management fee determined on January 1, 2021 for the first six months of 2021Crossroads Center. In April 2022, in accordance with the ~~existing property management agreements (which amount was $634,848). This arrangement was only~~terms of the New Management Agreement, the Company paid SITE a $385,000 disposition fee for the sale of Crossroads Center and a $500,000 incentive payment in ~~effect through June 30, 2021~~recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center).

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

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

	Three Months						Nine Months						Three Months
	Ended September 30,						Ended September 30,						Ended March 31,
	2021			2020			2021			2020			2022		2021
Numerators – Basic and Diluted
Continuing Operations:
Loss from continuing operations attributable to common shareholders after allocation to participating securities	$	(5,457	)	$	(9,264	)	$	(2,501	)	$	(31,594	)
Discontinued Operations:
Income (loss) from discontinued operations after allocation to participating securities		26,466			(59,741	)		(42,862	)		(52,464	)
Net income attributable to common shareholders from continuing operations													$	711	$	109
Net income attributable to common shareholders from discontinued operations														772		3,100
Total	$	21,009		$	(69,005	)	$	(45,363	)	$	(84,058	)	$	1,483	$	3,209

Denominators – Number of Shares
Basic and Diluted—Average shares outstanding		21,117			19,829			21,043			19,798			21,117		20,916

Basic and Diluted Earnings Per Share:
Loss from continuing operations	$	(0.26	)	$	(0.47	)	$	(0.12	)	$	(1.60	)
Income (loss) from discontinued operations		1.25			(3.01	)		(2.04	)		(2.65	)
Income from continuing operations													$	0.03	$	—
Income from discontinued operations														0.04		0.15
Total	$	0.99		$	(3.48	)	$	(2.16	)	$	(4.25	)	$	0.07	$	0.15

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

~~Prior to the third quarter of 2021, the Company had 2 reportable operating segments: continental U.S. and Puerto Rico.~~ As a result of the sale of the remaining Puerto Rico assets, the Company no longer reports financial results for the Puerto Rico segment and instead reports the financial results of the Puerto Rico segment as discontinued operations for all periods presented (Note 3).

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

~~On October 1, 2021, the Board of Directors of the Company authorized a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million, which the Company paid on October 6, 2021.~~

~~On October 1,~~December 2021, the Board of Directors of the Company declared a cash dividend of ~~$22.04~~$3.27 per common share that was paid in January 2022.

On April 12, 2022, the Company sold Crossroads Center in Gulfport, Mississippi for $38.5 million. In connection with the sale, in April 2022, the Board of Directors of the Company authorized an incentive payment of $0.5 million to the Manager in accordance with the terms of the New Management Agreement (Note 4). In addition, on April 12, 2022, the Board of Directors of the Company declared a cash dividend of $2.13 per common share, which the Company ~~paid~~will pay on ~~October 28, 2021. This dividend was not subject to the Puerto Rico withholding tax of 10%.~~May 10, 2022.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) ~~(NYSE: RVI)~~(OTC Pink Market: RVIC) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with its Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as well as other publicly available information. On April 7, 2022, the Company de-listed its common shares from the New York Stock Exchange (the “NYSE”) in anticipation of the Company’s sale of Crossroads Center. See further discussion below “Liquidity, Capital Resources and Financing Activities – Winding up and Dissolution.”

~~RVI is an Ohio company~~The Company was formed in December 2017 ~~that,~~ as a wholly-owned subsidiary of ~~September 30,~~SITE Centers Corp. (“SITE Centers” or the “Manager”). On July 1, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company owned 48 properties and had two reportable segments: continental U.S. and Puerto Rico. As a result of the sale of the Company’s remaining Puerto Rico assets in August 2021, ~~owned~~the Company ceased reporting financial results for the Puerto Rico segment and ~~operated a portfolio~~instead reports the financial results of ~~eight assets,~~the Puerto Rico segment as discontinued operations for all ~~of which were located~~periods presented. At March 31, 2022, RVI’s only remaining real estate investment was Crossroads Center in ~~the continental United States. These properties consisted of retail shopping centers aggregating 3.8~~Gulfport, Mississippi comprising 0.6 million square feet of Company-owned gross leasable area (“GLA”) ~~and were located in eight states. At September 30, 2021, the aggregate occupancy of the Company’s shopping center portfolio~~which was ~~88.3%, and the average annualized base rent per occupied square foot~~92.1% occupied. This asset was ~~$13.43. The Company~~ sold nine assets in Puerto Rico in the third quarter of 2021. On October 1, 2021, the Company sold five continental U.S. assets aggregating 2.6 million square feet of Company-owned GLA, leaving three remaining assets.

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

In connection with the Company’s separation from SITE Centers Corp. (“SITE Centers”) in 2018, SITE Centers retained 1,000 shares of RVI’s Series A preferred stock having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceed approximately $2.055 billion (the “RVI Preferred Shares”). In October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million.April 12, 2022.

The Company ~~continues its focus~~remains focused on ~~realizing value in its portfolio through operations and sales~~maximizing the collection of its ~~assets. The Company has generated gross asset sale~~accounts receivable, the proceeds ~~since its spin-off in July 2018~~ of ~~$1,818.5 million. Net asset sale proceeds generated through October 1, 2021 were~~which are expected to be used ~~to repay the Company’s mortgage loan, as well as make~~for wind-up expenses and distributions to ~~holders of the RVI Preferred Shares and~~ the Company’s common ~~shares.~~shareholders. See discussion below under “—“Liquidity, Capital Resources and Financing ~~Activities.~~Activities – Winding up and Dissolution.”

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

Date Sold

Property Name

City, State

Total Owned GLA

Gross
Sales Price

4/9/21

Marketplace of Brown Deer

Brown Deer, WI

405

$
10,250

4/13/21

Noble Town Center

Jenkintown, PA

168

14,000

4/14/21

Plaza Vega Baja

Vega Baja, PR

185

4,500

4/21/21

Uptown Solon

Solon, OH

182

10,100

6/3/21

Señorial Plaza

Rio Piedras, PR

202

20,350

8/27/21

Puerto Rico Portfolio (9 assets)

Puerto Rico

3,538

550,000

10/1/21

Continental U.S. Portfolio (5 assets)

Various

2,623

264,000

7,303

$
873,200

In ~~the third quarter of 2021,~~April 2022, the Company sold ~~all of~~ its ~~interests~~remaining real estate investment, Crossroads Center in ~~its nine remaining assets in Puerto Rico (the “Puerto Rico Disposition”) comprising approximately 3.5 million square feet of GLA~~Gulfport, Mississippi, for a ~~gross sales~~sale price of ~~$550.0 million.~~ ~~The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela.~~ ~~The gain recognized on the Puerto Rico Disposition was $24.1~~$38.5 million. Net proceeds ~~received at closing~~from the transaction were approximately $539.0 million, of which $214.5 million was used to fully repay the outstanding balance of the Company’s mortgage loan. Accordingly, all restricted cash previously controlled by the lender was released to the Company.

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

~~Jersey) for a gross sale price of $264.0~~$37.2 million. ~~The Company expects to record a gain of approximately $10 million in the fourth quarter of 2021 in connection with the sale of these assets.~~

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

Results for the three and nine months ended September 30, 2021, included $1.4 million and $4.5 million, respectively, of net revenue related to prior periods (including deferred rents), which was collected in the current period primarily from cash basis tenants.

Future rent collections may be negatively impacted by any surges in COVID-19 contagion, the discovery of new COVID-19 variants which are more infectious or resistant to COVID-19 vaccines, decreases in the effectiveness of such vaccines and any implementation of additional restrictions on tenant business as a result thereof. For a further discussion on the impact of the COVID‑19 pandemic on the Company’s business, see “Liquidity, Capital Resources and Financing Activities” and “Economic Conditions” included in this section and Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Company is party to an external management agreement (the ~~“External~~“New Management Agreement”) with SITE Centers, which ~~together with various property management agreements,~~ governs the fees, terms and conditions pursuant to which SITE Centers serves as the Company’s manager. The Company does not have any employees. ~~In general, either the Company or SITE Centers may terminate these management agreements on December 31, 2021 or at the end of any six-month renewal period thereafter.~~

~~Pursuant~~Effective January 1, 2022, pursuant to the ~~External~~terms of the New Management Agreement, the Company ~~pays SITE Centers and certain of its subsidiaries a monthly~~will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of ~~0.5%~~(i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the ~~gross asset value~~calendar quarter in which the Company’s shares are deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the ~~Company’s properties (determined~~term of the New Management Agreement (i.e., five years from the date that the Company files a certificate of dissolution with the Secretary of State of the State of Ohio) or the earlier termination thereof. In addition, pursuant to the New Management Agreement, the Company paid the Manager a property management fee of $22,000 per month through April 2022 on ~~the immediately preceding June 30 or December 31 and calculated~~account of Crossroads Center. In April 2022, in accordance with the terms of the ~~External~~New Management ~~Agreement)~~Agreement, the Company paid SITE a $385,000 disposition fee for the sale of Crossroads Center and a $500,000 incentive payment in recognition of the successful completion of the Company’s disposition program (including the sale of Crossroads Center).

The ~~External~~New Management Agreement also ~~provides~~obligates the Company to pay or reimburse the Manager for all commercially reasonable third-party costs and expenses incurred in the performance of its duties under the New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the reimbursement of certain expenses incurred by SITE Centers in connection with the services it provides to the Company, along with the payment of transaction-based fees to SITE Centers in the event of any debt financings or change of control transactions.

~~Pursuant to the property management agreements, the Company pays SITE Centers and certain of its subsidiaries a monthly property management fee in an aggregate amount of 3.5% and 5.5%~~performance of the average gross monthly property revenue collected during the most recent second or fourth quarter in respect to the Company’s continental U.S. properties and the Puerto Rico properties, respectively. In order to address the impact of the pandemic on the level of effort required to manage the portfolio and property management fees paid in the first half of 2021, the Company agreed to pay an affiliate of SITE Centers a supplemental monthly fee during the six-month period ending June 30, 2021 (see Note 8, “Transactions with SITE Centers” of the Company’s consolidated financial statements included herein). The property management agreements also provide for the payment to SITE Centers of certain leasing commissions and a disposition fee of 1% of the gross sales price of each asset sold by the Company.Manager’s duties.

~~Where used, references~~For the three months ended March 31, 2022, the Company had one operating property, Crossroads Center, which was sold in April 2022. The operations of this property account for substantially all of the revenues and operating expenses reported for the three months ended March 31, 2022. The change in income as compared to ~~“Comparable Portfolio Properties” reflect shopping center properties owned as~~the three months ended March 31, 2021 is a result of ~~September 30, 2021 and also excluded held for~~the sale ~~assets as~~ of ~~September 30, 2021.~~

Three Months

Ended September 30,

Contractual Lease Payments

2021

2020

$ Change

Base and percentage rental income

$
10,676

$
16,024

$
(5,348
)
Recoveries from tenants

3,671

5,402

(1,731
)
Uncollectible revenue

29

(2,229
)

2,258

Ancillary rental income

222

169

53

Lease termination fees

61

—

61

Total contractual lease payments

$
14,659

$
19,366

$
(4,707
)

Nine Months

Ended September 30,

Contractual Lease Payments

2021

2020

$ Change

Base and percentage rental income⁽¹⁾

$
34,347

$
50,531

$
(16,184
)
Recoveries from tenants⁽²⁾

12,050

17,981

(5,931
)
Uncollectible revenue⁽³⁾

3,173

(6,279
)

9,452

Ancillary rental income

504

641

(137
)
Lease termination fees

147

500

(353
)
Total contractual lease payments

$
50,221

$
63,374

$
(13,153
)

~~For the nine months ended September 30, 2021, the~~ decrease in ~~base and percentage rental income~~interest expense primarily was due to the impact of property dispositions. The decrease in the continental U.S. occupancy rate primarily was due to the disposition of higher occupancy properties and a combination of tenant expirations and bankruptcies.

Three Months

Ended September 30,

2021

2020

$ Change

Operating and maintenance
$
1,922

$
2,403

$
(481
)
Real estate taxes

2,661

4,091

(1,430
)
Property and asset management fees

1,406

1,847

(441
)
Impairment charges

1,573

16,640

(15,067
)
General and administrative

874

860

14

Depreciation and amortization

4,439

6,538

(2,099
)

$
12,875

$
32,379

$
(19,504
)

Nine Months

Ended September 30,

2021

2020

$ Change

Operating and maintenance^(A)
$
6,485

$
8,947

$
(2,462
)
Real estate taxes^(B)

8,562

12,878

(4,316
)
Property and asset management fees

4,501

6,682

(2,181
)
Impairment charges^(C)

1,573

43,460

(41,887
)
General and administrative^(D)

2,997

2,861

136

Depreciation and amortization^(E)

16,127

22,729

(6,602
)

$
40,245

$
97,557

$
(57,312
)

Three Months

Ended September 30,

2021

2020

$ Change

Interest expense, net
$
(2,039
)

$
(4,109
)

$
2,070

Debt extinguishment costs

(5,158
)

(440
)

(4,718
)
Gain on disposition of real estate, net

37

8,324

(8,287
)
Tax expense

(50
)

(59
)

9

Income (loss) from discontinued operations

26,466

(59,741
)

86,207

$
19,256

$
(56,025
)

$
75,281

Nine Months

Ended September 30,

2021

2020

$ Change

Interest expense, net^(A)
$
(7,897
)

$
(14,797
)

$
6,900

Debt extinguishment costs^(B)

(6,307
)

(4,417
)

(1,890
)
Gain on disposition of real estate, net^(C)

1,882

21,956

(20,074
)
Tax expense

(193
)

(184
)

(9
)
Loss from discontinued operations^(D)

(42,862
)

(52,464
)

9,602

$
(55,377
)

$
(49,906
)

$
(5,471
)

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

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

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

~~FFO is generally defined and calculated by~~August 2021. Debt extinguishment costs (primarily related to the ~~Company as net income (loss) (computed~~non-cash write-off of unamortized deferred financing costs) were incurred in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, if any, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles. The Company’s calculation of FFO is consistentconnection with the ~~definition of FFO provided by NAREIT.~~

The Company believes that certain charges and income recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges and income to analyze the results of its operations and assess performanceprepayment of the ~~core operating real estate portfolio. As a result,~~mortgage loan with asset sale proceeds. Additionally, included in discontinued operations for the ~~Company also computes Operating FFO and discusses it with~~three months ended March 31, 2022, is 2021 overage rent (for the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges and gains that management believes are not comparable and indicativeCompany’s ownership period of the ~~results~~asset) from a major tenant in Puerto Rico that was not required to report the sales information until the first quarter of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishment of debt, net hurricane-related activity, transaction costs and other restructuring type costs. The disclosure of these charges and income is generally requested by users of the Company’s financial statements.

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

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

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

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

determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.2022.

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

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 income adjusted in the calculation of Operating FFO are non-recurring. These charges and income could reasonably be expected to recur in future results of operations.

Three Months

Nine Months

Ended September 30,

Ended September 30,

2021

2020

2021

2020

Net income (loss)
$
21,009

$
(69,005
)

$
(45,363
)

$
(84,058
)
Depreciation and amortization of real estate investments

8,057

13,780

32,585

44,427

Impairment of real estate assets

1,573

77,795

82,633

104,615

Gain on disposition of real estate

(24,146
)

(8,324
)

(25,687
)

(21,956
)
FFO

6,493

14,246

44,168

43,028

Debt extinguishment and other expenses

7,016

333

8,061

3,976

Operating FFO
$
13,509

$
14,579

$
52,229

$
47,004

The Company ~~requires capital~~maintains and administers a reserve fund to ~~fund its operating~~satisfy projected expenses and ~~capital expenditures.~~known and unknown claims which might arise during the anticipated winding up and dissolution process. The Company’s capital sources ~~may~~ include unrestricted cash on the balance sheet related to retained asset sale proceeds and future cash flow from ~~operations~~collection of accounts receivable. See further discussion below “Liquidity, Capital Resources and ~~asset sales. Although the Company experienced a reduction in timely collections of rent~~Financing Activities – Winding up and delays in the execution of its disposition strategy during 2020 as a result of the impacts of the COVID-19 pandemic, the Company witnessed significant improvement in rent collections and transaction market activity during the first nine months of 2021, and believes that it has sufficient liquidity and capital resources to operate its business for at least the next twelve months.Dissolution.” The Company’s liquidity is reflected as follows (in millions):

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

As of June 30, 2021, the aggregate principal amount of the Company’s mortgage loan was $214.5 million and the interest rate applicable to the mortgage loan was 4.5% per annum. In connection with the sale of the Company’s remaining Puerto Rico assets in August 2021, the Company fully repaid the entire outstanding balance of its mortgage loan and the lender released all remaining collateral balances.

The Company had a Credit Agreement (as amended, the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that provided for borrowings of up to $30.0 million and had a scheduled termination date of February 9, 2022. The Company’s obligations under the Revolving Credit Agreement were guaranteed by SITE Centers in favor of PNC. In August 2021, as a result of the repayment of the Company’s mortgage loan, the commitments of the lenders under the Revolving Credit Agreement were terminated in accordance with the terms of the agreement. At the time of the facility’s termination, there were no amounts outstanding under the Revolving Credit Agreement.

In connection with the Company’s separation from SITE Centers in July 2018, the Company issued the RVI Preferred Shares to SITE Centers, 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. The RVI Preferred Shares are entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceed approximately $2.055 billion. Upon payment to SITE Centers of aggregate dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for $1.00 per share. In October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million. Aggregate gross proceeds of the Company’s asset sales from July 1, 2018 through October 29, 2021 were $1,818.5 million.

~~The Board of Directors of~~In December 2021, the Company declared a cash dividend of ~~$22.04~~$3.27 per common share ~~which~~that was paid in January 2022 funded primarily with asset sale proceeds. In April 2022, the Company ~~paid~~declared a cash dividend of $2.13 per common share that is payable on ~~October 28, 2021. The Company’s 2020 dividend was paid on January 12, 2021, in a combination of cash and~~May 10, 2022, which will be funded primarily with proceeds from the ~~Company’s common shares. See Note 9, “Earnings Per Share,”~~sale of the ~~Company’s consolidated financial statements included herein.~~

Distributions of Puerto Rico sourced net taxable income to Company shareholders are subject to a 10% Puerto Rico withholding tax. In 2018, the Company entered into a closing agreement with the Puerto Rico Department of Treasury which provides that the Company will be exempt from Puerto Rico income taxes so long as it qualifies as a REIT in the U.S. and distributes at least 90% of its Puerto Rico net taxable income to its shareholders every year. As such, in November 2020, the Company’s Board of Directors declared a dividend on its common shares on account of taxable income generated in Puerto Rico, which dividend was paid, subject to a 10% withholding tax, in January 2021. The October 2021 common share dividend was on account of transactional activity and not taxable income generated in Puerto Rico and, therefore, it was not subject to the Puerto Rico withholding tax of 10%. No federal income taxes were incurred by the Company in 2020 or are expected to be incurred in 2021.last property, Crossroads Center.

The Company ~~anticipates making distributions to holders of its common shares to satisfy the requirements~~currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income and excise ~~tax (other than with respect to operations conducted through the Company’s taxable REIT subsidiary).~~tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. ~~The~~Any distributions the Company ~~generally intends to make distributions with respect to each taxable year in an amount at least equal~~makes to its ~~REIT taxable income for such taxable year.~~

Toshareholders will be at the ~~extent that cash available for future distributions is less than~~discretion of the Company’s ~~REIT taxable income or~~Board of Directors and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including its ~~taxable income generated in Puerto Rico, or if~~expenses (including management fees and other obligations owing to SITE Centers) and projected expenses and contingencies relating to 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.~~Company’s anticipated wind-up. The Company ~~may also distribute debt or other securities in the future, which also may be taxable as a dividend to shareholders.~~

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

Any distributions the Company makes to its shareholders will be at the discretion of the Company’s Board of Directors and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses (including management fees and other obligations owing to SITE Centers), projected expenses and contingencies relating to the Company’s anticipated wind-down, as well as gains and losses relating to the sale of its remaining assets. Distributions will also be impacted by the pace and success of the sale of the Company’s remaining properties. Furthermore, subject to the Company’s ability to make distributions to the holders of the Company’s common shares in amounts necessary to maintain its status as a REIT and to avoid payment of U.S. federal income taxes, the RVI Preferred Shares are entitled to a remaining preference amount of $10 million in the event gross sale proceeds generated from asset sales since the time of the Company’s separation from SITE Centers exceed approximately $2.055 billion. Subsequent to the payment of aggregate dividends on the RVI Preferred Shares totaling $200 million, the RVI Preferred Shares are required to be redeemed by the Company for $1.00 per share.

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

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

Following the Company’s receipt of preclearance from the Ohio Department of Taxation (expected in the summer of 2022), the Company ~~will likely seek~~expects to file ~~articles~~a certificate of dissolution with the Secretary of State of the State of ~~Ohio shortly afterward.~~Ohio. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the ~~articles~~certificate of dissolution for the purpose of

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

For example, contracts governing property dispositions typically allow the purchaser to true-up common area maintenance charges with the seller at the end of the year in which the disposition occurred and to make claims for breaches of representations and other provisions under the sale agreement for a period of nine to 12 months following the disposition, subject to a cap, which is typically 2% to 3% of the gross sales price. Potential liability for most representations included in the sale agreements governing the Puerto Rico portfolio disposition and the October 2021 five-property continental U.S. portfolio disposition expires on May 24, 2022 and June 28, 2022, respectively, and is capped at $15 million and $4 million, respectively. As of ~~October 29, 2021,~~April 22, 2022, potential liability for breaches of representations onincluded in the sale agreements governing other recent asset sales is approximately ~~$2.2~~$2.7 million in the ~~aggregate.~~aggregate for a total of $21.7 million when combined with the aforementioned $19 million. The Company will also need to reserve amounts ~~from sale proceeds~~ to pay, among other items, fees to SITE Centers ~~(including with respect to~~under the ~~administration of the wind-down and dissolution process),~~New Management Agreement, professional fees (accountants and law firms), insurance premiums and potential deductibles (including with respect to a tail insurance policy for directors and officers), vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure. ~~The~~As of March 31, 2022, the Company estimates that ~~after all assets are sold,~~ such ~~wind‑down~~wind-up costs (excluding the payment of any claims for breaches of representations under sale agreements) could approximate between $7 million and $13 million. See “Risk Factors—Risks Related to the Company’s Strategy—The Company ~~May~~Expects to Establish a Reserve Fund with Proceeds of Its Final Asset Sales in Order to Satisfy Claims” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~In addition,~~On April 7, 2022, the Company ~~will likely seek to delist~~de-listed its common shares from the ~~New York Stock Exchange (the “NYSE”) on a voluntary basis either before or shortly after the sale of its final assets~~NYSE in ~~an effort to reduce its operating expenses and maximize its liquidating distributions.~~ Under the rules of the NYSE, the NYSE also has discretionary authority to delist the Company’s common shares on an involuntary basis if the Company proceeds with a plan of dissolution, termination and liquidation. ~~In addition, the NYSE may also commence delisting proceedings against the Company if (i) the average closing price~~anticipation of the Company’s ~~common shares falls below $1.00 per share over~~sale of Crossroads Center. As a 30 consecutive-day trading period, (ii) the Company’s average market capitalization falls below $15 million over a 30 consecutive-day trading period or (iii) the Company loses or terminates its REIT qualification. ~~If the common shares are delisted,~~result, shareholders may have difficulty trading their common shares ~~on the secondary market. Delisting would also eliminate the requirement that~~and the Company’s Board of Directors is no longer required to be comprised of a majority of independent directors. See “Risk Factors—Risks Related to the Company’s Common Shares—If an Active Trading Market for the Company’s Common Shares Is Not Sustained, or if the Company’s Common Shares are Delisted from the NYSE, Shareholders’ Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

In ~~August 2021,~~April 2022, the Company sold ~~all of its interests~~Crossroads Center, in ~~the limited liability companies that owned all of the Company’s remaining nine assets located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned GLA)~~Gulfport, Mississippi, for ~~a gross sales price of $550.0 million.~~ The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. Net proceeds received at closing were approximately $539.0 million of which $214.5 million was used to fully repay the outstanding balance of the Company’s mortgage loan. The sale did not include any cash or restricted cash held by or on behalf of the limited liability companies at closing and the Company retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that were deferred and are to be repaid by tenants sometime after the closing date). The gain recorded on the Puerto Rico Disposition was $24.1 million.

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

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

~~The Company has entered into an agreement to sell Green Ridge Square, located in Grand Rapids, Michigan, for $23.3~~$38.5 million in cash ~~subject to adjustment for certain closing pro-rations, allocations, credits, closing costs and escrows. The general due diligence period has expired under the sale agreement and the closing~~resulting in net proceeds of the transaction is expected to occur by the end of the fourth quarter of 2021. Closing remains subject to customary conditions, including, but not limited to, delivery of estoppel letters from tenants, the accuracy of the Company’s representations in all material respects and the absence of material casualty or condemnation events.approximately $37.2 million.

	Nine Months						Three Months
	Ended September 30,						Ended March 31,
	2021			2020			2022			2021
Cash flow provided by operating activities	$	60,556		$	40,038		$	3,228		$	22,451
Cash flow provided by investing activities		586,262			228,837
Cash flow used for investing activities								(771	)		(3,317	)
Cash flow used for financing activities		(358,657	)		(196,366	)		(69,053	)		(55,624	)

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

Operating Activities: Cash provided by operating activities ~~increased $20.5~~decreased $19.2 million primarily due to the following:

Investing Activities: Cash used for investing activities decreased $2.5 million primarily due to the following:

~~Investing~~Financing Activities: Cash ~~provided by investing~~used for financing activities increased ~~$357.4~~by $13.4 million primarily due to the following:

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

At ~~September 30, 2021,~~March 31, 2022, the Company’s capitalization consisted of ~~$190.0 million of RVI Preferred Shares and $556.0~~$64.6 million of market equity (market equity is defined as common shares outstanding multiplied by ~~$26.33,~~$3.06, the closing price of the Company’s common shares on the NYSE at ~~September 30, 2021)~~March 31, 2022). In ~~October 2021,~~April 2022, the Board of Directors of the Company ~~authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million and~~declared a dividend on the Company’s common shares in the aggregate amount of ~~$465.4~~$45.0 million ($~~22.04~~2.13 per common share).

In connection with asset sales in the third quarter of 2021, the Company repaid the entire balance of its mortgage loan. As of November 3, 2021, the Company has one long-term ground lease in which it is the lessee (Crossroads Plaza shopping center in Gulfport, Mississippi) with an expiration date of November 2033. The ground lease includes one, 25-year option to extend the lease term upon its expiration at fair market ground rent (as determined by an independent appraiser at the time of the option’s exercise).

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

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

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

currently unable to predict the timing, pricing or success applicable to the sales of Willowbrook Plaza or Crossroads Center, particularly in light of the limited duration of the Company’s ground lease interest in Crossroads Center.

~~Portfolio Composition and Retail Environment. The Company’s portfolio has a diversified tenant base. Moreover, the majority of the tenants provide day-to-day consumer necessities with a focus~~ payable on value, convenience and service, which the Company believes will enable many of its tenants to succeed under a variety of economic conditions. The retail sector continues to be affected by increasing competition. These dynamics are expected to continue to lead to tenant bankruptcies, closures and store downsizing. Some conventional department stores and national chains have announced bankruptcies, store closures and/or reduced expansion plans in recent years leading to a smaller overall number of tenants requiring large store formats. The loss of a tenant or downsizing of space can adversely affect the Company. May 10, 2022.

In addition to the impacts of increased competition and e-commerce, beginning in March 2020, the retail sector was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. The Company reached satisfactory resolution with the majority of tenants that failed to pay rents as a result of disruptions to their business related to the COVID-19 pandemic. These resolutions typically took the form of rent deferral arrangements and, in circumstances where tenants agreed to extend lease terms or make other material concessions, rent abatements. The majority of deferred amounts have been repaid as of September 30, 2021.

The Company is unable to forecast the duration of the disruption to tenant and Company operations caused by the COVID-19 pandemic. Although the level and pace of tenant collections exceeded management’s expectations during the first nine months of 2021, the pandemic continues to pose risks to the Company and tenant operations. If new surges in contagion occur, or if new COVID-19 variants are discovered which are more infectious or resistant to vaccines, or if there are decreases in the effectiveness of COVID-19 vaccines, the Company’s recent success in the collection of deferred rents and unresolved amounts could be adversely impacted and such developments could lead to new restrictions on tenant operations, nonpayment of contractual and previously deferred rents, additional tenant requests for rent relief and additional tenant closures and bankruptcies, all of which could adversely impact the Company’s results of operations and ability to sell its remaining assets in the future. ~~Certain tenant categories remain especially vulnerable to the impacts of the COVID-19~~ ~~pandemic, including movie theaters, restaurants and entertainment.~~

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

MD&A should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the ~~Securities~~ Exchange Act, ~~of 1934 (the “Exchange Act”),~~ both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking ~~statements. See~~statements, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020. The impact of the COVID-19 pandemic may also exacerbate the risks discussed therein and herein, any of which could have a material effect on the Company.~~2021.

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

In the third quarter of 2021, the Company utilized proceeds from asset sales to repay all of its outstanding indebtedness. The Company’s primary market risk exposure was interest rate risk. At December 31, 2020, the Company’s outstanding indebtedness was composed of all variable-rate debt with a carrying value of $344.5 million and fair value of $362.7 million.

~~The remaining proceeds~~Proceeds from asset sales will be used for general corporate purposes, including the establishment of a reserve fund to satisfy claims and expenses related to the winding up of the business and distributions to holders of the Company’s common ~~shares and, in the event aggregate gross proceeds from the Company’s asset sales subsequent to July 1, 2018 exceed approximately $2.055 billion, the RVI Preferred Shares.~~ shares.The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of ~~September 30, 2021,~~March 31, 2022, the Company had no other material exposure to market risk.

The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of the Company’s disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of ~~September 30, 2021,~~March 31, 2022, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of ~~September 30, 2021,~~March 31, 2022, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

For the three months ended ~~September 30, 2021,~~March 31, 2022, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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

ISSUER PURCHASES OF EQUITY SECURITIES

(a)

(b)

(c)

(d)

Total
Number of
Shares
Purchased⁽¹⁾

Average
Price Paid
per Share

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

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

July 1–31, 2021

598

$
22.30

—

$
—

August 1–31, 2021

—

—

—

—

September 1–30, 2021

—

—

—

—

Total

598

$
22.30

—

$
—

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (ii) Consolidated Statements of Operations and Other Comprehensive Income ~~(Loss)~~ for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) Consolidated Statements of Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iv) Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ and (v) Notes to Condensed Consolidated Financial Statements.

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

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

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

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021	2
	Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~ for the Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	3
	Consolidated Statements of ~~Operations and Comprehensive Loss~~Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	4
	Consolidated Statements of ~~Equity~~Cash Flows for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~	5
	~~Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020~~	6
	Notes to Condensed Consolidated Financial Statements	76
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1610
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2914
Item 4.	Controls and Procedures	2914

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3015
Item 1A.	Risk Factors	3015
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3015
Item 3.	Defaults Upon Senior Securities	3015
Item 4.	Mine Safety Disclosures	3015
Item 5.	Other Information	3015
Item 6.	Exhibits	3116

SIGNATURES		3217

	Shopping Center Portfolio September 30,
	2021			2020
Centers owned	8			23
Aggregate occupancy rate		88.3	%		87.4	%
Average annualized base rent per occupied square foot	$	13.43		$	16.21

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

	September 30, 2021		December 31, 2020
Intangible assets:
In-place leases, net	$	1,687	$	3,244
Above-market leases, net		0		410
Lease origination costs, net		194		487
Tenant relationships, net		1,402		3,802
Total intangible assets, net^(A)		3,283		7,943
Operating lease ROU assets		1,108		1,509
Notes receivable^(B)		3,000		3,000
Other assets:
Prepaid expenses		1,472		2,567
Other assets		200		200
Total other assets, net	$	9,063	$	15,219

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

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Total Impairment Charges
September 30, 2021
Long-lived assets held and used	$	0	$	0	$	324.5	$	324.5	$	81.1
Assets held for sale		0		0		142.9		142.9		1.6

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

	Three Months
	Ended September 30,
Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income	$	10,676	$	16,024		$	(5,348	)
Recoveries from tenants		3,671		5,402			(1,731	)
Uncollectible revenue		29		(2,229	)		2,258
Ancillary rental income		222		169			53
Lease termination fees		61		—			61
Total contractual lease payments	$	14,659	$	19,366		$	(4,707	)

	Continental U.S. September 30,						Puerto Rico September 30,
	2021			2020			2021		2020
Centers owned	8			11				—	12
Aggregate occupancy rate		88.3	%		89.8	%		—		85.0	%
Average annualized base rent per occupied square foot	$	13.43		$	13.31		$	—	$	19.72

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

ISSUER PURCHASES OF EQUITY SECURITIES

	(a)		(b)		(c)		(d)
	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1–31, 2021		598	$	22.30		—	$	—
August 1–31, 2021		—		—		—		—
September 1–30, 2021		—		—		—		—
Total		598	$	22.30		—	$	—


10.1		Purchase Agreement, dated as of ~~June 30, 2021, by and among Retail Value Inc. and RVT PR Mezz Borrower 1 LLC, as Sellers, and Kildare Acquisitions US, LLC, as Purchaser~~¹

~~10.2~~		~~Amended and Restated Purchase Agreement, dated as of August 19, 2021, by and among certain subsidiaries of Retail Value Inc., as Sellers, and certain affiliates of Bridge 33 Capital, as Purchasers~~²

~~10.3~~		~~Amended and Restated Sixteenth Section Commercial Lease Contract dated July 28, 1998,~~February 14, 2022, by and between ~~Harrison County Board of Education and Gulfport Retail Partners, L.P.~~³

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

~~10.5~~		~~Assignment and Assumption of Ground Lease dated January 31, 2003, by and between Gulfport Retail Partners, L.P. and~~ DDR Crossroads Center LLC and PMAT-Stirling Crossroads, L.L.C.³¹

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934³²

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934³²

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 2002²^,^{3 4}

32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002^3,2^4,3

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document³

101.SCH		Inline XBRL Taxonomy Extension Schema Document³

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document³

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document³

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document³

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document³

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021~~March 31, 2022 has been formatted in Inline XBRL and included in Exhibit 101.

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