Equity Investments in Unconsolidated Joint Ventures | Equity Investments in Unconsolidated Joint Ventures As of June 30, 2023 and December 31, 2022, we had two joint ventures: 1) R2G Venture LLC (“R2G”) and 2) RGMZ whereby we own 51.5% and 6.4%, respectively, of the equity in each joint venture. As of June 30, 2023, R2G owned 13 income producing shopping centers and RGMZ owned 49 net lease retail properties. We and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. We cannot make significant decisions without our partner’s approval. Accordingly, we account for our interest in the joint ventures using the equity method of accounting. The combined condensed financial information for our unconsolidated joint ventures is summarized as follows: Balance Sheets June 30, 2023 December 31, 2022 (In thousands) ASSETS R2G RGMZ Total R2G RGMZ Total Investment in real estate, net $ 818,937 $ 216,657 $ 1,035,594 $ 822,707 $ 215,059 $ 1,037,766 Other assets 97,802 79,906 177,708 102,355 80,094 182,449 Total Assets $ 916,739 $ 296,563 $ 1,213,302 $ 925,062 $ 295,153 $ 1,220,215 LIABILITIES AND OWNERS’ EQUITY Notes payable $ 80,117 $ 187,532 $ 267,649 $ 80,053 $ 185,227 $ 265,280 Other liabilities 47,039 7,371 54,410 43,054 6,172 49,226 Owners’ equity 789,583 101,660 891,243 801,955 103,754 905,709 Total Liabilities and Owners’ Equity $ 916,739 $ 296,563 $ 1,213,302 $ 925,062 $ 295,153 $ 1,220,215 RPT’s equity investments in unconsolidated joint ventures $ 409,943 $ 6,468 $ 416,411 $ 416,487 $ 6,602 $ 423,089 Three Months Ended June 30, Statements of Operations 2023 2022 (In thousands) R2G RGMZ Total R2G RGMZ Total Total revenue $ 21,692 $ 6,023 $ 27,715 $ 14,450 $ 4,591 $ 19,041 Total expenses 20,942 3,897 24,839 18,436 3,091 21,527 Operating income (loss) 750 2,126 2,876 (3,986) 1,500 (2,486) Interest expense (620) (3,747) (4,367) (619) (1,825) (2,444) Income tax benefit (expense) — 184 184 — (6) (6) Net income (loss) $ 130 $ (1,437) $ (1,307) $ (4,605) $ (331) $ (4,936) Preferred member dividends 60 7 67 36 23 59 Net income (loss) available to common members $ 70 $ (1,444) $ (1,374) $ (4,641) $ (354) $ (4,995) Other Comprehensive Income Net income (loss) $ 130 $ (1,437) $ (1,307) $ (4,605) $ (331) $ (4,936) Gain on interest rate swaps, net — 1,969 1,969 — — — Comprehensive income (loss) $ 130 $ 532 $ 662 $ (4,605) $ (331) $ (4,936) RPT’s share of earnings (loss) from unconsolidated joint ventures $ 37 $ (92) $ (55) $ (2,391) $ (22) $ (2,413) Six Months Ended June 30, Statements of Operations 2023 2022 (In thousands) R2G RGMZ Total R2G RGMZ Total Total revenue $ 42,575 $ 11,625 $ 54,200 $ 28,456 $ 9,003 $ 37,459 Total expenses 38,097 7,288 45,385 29,838 5,999 35,837 Operating income (loss) 4,478 4,337 8,815 (1,382) 3,004 1,622 Interest expense (1,240) (7,223) (8,463) (1,058) (3,246) (4,304) Income tax benefit (expense) $ — $ 176 176 — (6) (6) Net income (loss) $ 3,238 $ (2,710) $ 528 $ (2,440) $ (248) $ (2,688) Preferred member dividends 105 15 120 74 23 97 Net income (loss) available to common members $ 3,133 $ (2,725) $ 408 $ (2,514) $ (271) $ (2,785) Other Comprehensive Income Net income (loss) $ 3,238 $ (2,710) $ 528 $ (2,440) $ (248) $ (2,688) Gain on interest rate swaps, net — 1,969 — — — — Comprehensive income (loss) $ 3,238 $ (741) $ 528 $ (2,440) $ (248) $ (2,688) RPT’s share of earnings (loss) from unconsolidated joint ventures $ 1,614 $ (174) $ 1,440 $ (1,295) $ (17) $ (1,312) Acquisitions R2G had no acquisitions during the six months ended June 30, 2023. The following table provides a summary of RGMZ’s acquisitions during the six months ended June 30, 2023: Gross Property Name Location GLA Date Acquired Contract Price (1) Purchase Price Debt Issued (In thousands) (In thousands) RPT Realty - 1 Income Producing Property Lakeland, FL 20 2/22/23 $ 3,687 $ 3,856 $ (2,397) Total RGMZ acquisitions 20 $ 3,687 $ 3,856 $ (2,397) (1) Contract price does not include purchase price adjustments made at closing and capitalized closing costs. The total aggregate fair value of the RGMZ acquisitions was allocated and is reflected in the following table in accordance with accounting guidance for asset acquisitions. At the time of acquisition, these assets and liabilities were considered Level 3 fair value measurements: As of Acquisition Date (In thousands) Land $ 903 Buildings and improvements 2,673 Lease origination costs 303 Below market leases (23) Net assets acquired $ 3,856 Dispositions There was no disposition activity during the six months ended June 30, 2023 by any of our unconsolidated joint ventures. Debt The following table summarizes R2G’s fixed rate mortgages: June 30, 2023 December 31, 2022 Mortgage Debt Maturity Date Principal Balance Interest Rate/Weighted Average Interest Rate Principal Balance Interest Rate/Weighted Average Interest Rate (In thousands) (In thousands) Village Shoppes of Canton 3/1/2029 $ 22,050 2.81 % $ 22,050 2.81 % East Lake Woodlands 12/1/2031 12,750 2.94 % 12,750 2.94 % South Pasadena 12/1/2031 16,330 2.94 % 16,330 2.94 % Bedford Marketplace 3/1/2032 29,975 2.93 % 29,975 2.93 % $ 81,105 2.90 % $ 81,105 2.90 % Unamortized deferred financing costs (988) (1,052) $ 80,117 $ 80,053 RGMZ has a $350.0 million secured credit facility that includes an accordion feature allowing it to increase future potential commitments up to a total capacity of $600.0 million. As of June 30, 2023, RGMZ had $168.5 million outstanding under its secured credit facility, an increase of $2.4 million from December 31, 2022, as a result of borrowings in 2023. As of June 30, 2023, RGMZ had one interest rate swap agreement in effect for a notional amount of $80.0 million which swapped a portion of the outstanding borrowing to a fixed rate of 3.62%, plus a 0.10% SOFR index adjustment, and a credit spread of 2.25%. Including the effect of this interest rate swap, the weighted average interest rate of RGMZ’s secured credit facility at June 30, 2023 was 6.73%. In addition, RGMZ has a fixed rate mortgage secured by certain single-tenant properties which had an aggregate principal amount of $20.5 million and $20.7 million as of June 30, 2023 and December 31, 2022, respectively. The mortgage has an annual interest rate of 3.56% and matures on December 1, 2030. Joint Venture Management and Other Fee Income We receive a property management fee which is based upon 4.0% of gross revenues received for providing services to R2G and recognize these fees as the services are rendered. We also receive leasing fees from R2G for new leases and renewal leases of 6.0% and 2.5%, respectively, of total expected rent over the length of the lease, capped at 10 years. We receive an asset management fee for services provided to RGMZ, which is based upon 0.25% of the gross asset value of net lease retail assets in RGMZ. We also receive leasing fees from RGMZ for new leases and renewal leases of 5.0% and 2.5%, respectively, of total expected rent over the length of the lease, capped at 10 years. The Company will be paid an additional annual incentive management fee equal to 0.15% based upon the appraised gross asset value of the net lease retail assets in RGMZ. However, the Company will not earn this fee until meeting certain financial hurdles measured at sale or initial public offering of RGMZ. Notwithstanding the forgoing for both joint ventures, for tenants with space in excess of 17,000 rentable square feet, the fees are as follows: (i) $1 per rentable square foot for each renewal lease, and (ii) (a) $5 per rentable square foot for each new lease for grocer and (b) $4 per rentable square foot for each new lease for non-grocer. We also can receive fees from both joint ventures for construction management and development management. We are responsible for paying any third-party leasing fees. The following table provides information for our fees earned which are reported in our condensed consolidated statements of operations and comprehensive income: Three Months Ended June 30, 2023 2022 (In thousands) R2G RGMZ Total R2G RGMZ Total Management fees $ 845 $ 206 $ 1,051 $ 508 $ 166 $ 674 Leasing fees 669 18 687 202 — 202 Construction fees 145 — 145 — — — Total $ 1,659 $ 224 $ 1,883 $ 710 $ 166 $ 876 Six Months Ended June 30, 2023 2022 (In thousands) R2G RGMZ Total R2G RGMZ Total Management fees $ 1,563 $ 411 $ 1,974 $ 999 $ 310 $ 1,309 Leasing fees 888 56 944 297 11 308 Construction fees 268 — 268 — — — Total $ 2,719 $ 467 $ 3,186 $ 1,296 $ 321 $ 1,617 |