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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2023

RPT Realty
(Exact name of registrant as specified in its Charter)
Maryland1-1009313-6908486
(State of other jurisdiction of incorporation)(Commission File Number)(I.R.S Employer Identification No.)
19 W 44th Street,Suite 1002
New York,New York10036
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (212) 221-1261

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class		Trading Symbol(s)Name of Each Exchange
On Which Registered
Common Shares of Beneficial Interest, ($0.01 Par Value Per Share)RPTNew York Stock Exchange
7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)RPT.PRDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).        Emerging growth company ☐

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. o






Item 2.02    Results of Operations and Financial Condition.

On August 2, 2023, RPT Realty (the “Company”) announced its financial results for the three and six months ended June 30, 2023. A copy of the Company’s August 2, 2023 press release is furnished as Exhibit 99.1 to this report on Form 8-K. A copy of the Company’s Quarterly Financial and Operating Supplement Package is available on the Company's corporate website at www.rptrealty.com. The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission for any purpose nor incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 7.01    Regulation FD Disclosure.

On August 2, 2023, the Company announced its financial results for the three and six months ended June 30, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report on Form 8-K. A copy of the Company’s Quarterly Financial and Operating Supplement Package is available on the Company's corporate website at www.rptrealty.com. The information contained in this report on Form 8-K, including Exhibit 99.1 shall not be deemed “filed” with the Securities and Exchange Commission for any purpose nor incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.

(a)    Exhibits

Exhibit No.Description
*99.1
*101.SCHInline XBRL Taxonomy Extension Schema Document.
*101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
*104Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
*Filed herewith.


SIGNATURES

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 hereunto duly authorized.
RPT REALTY
Date: August 2, 2023
By: /s/ MICHAEL P. FITZMAURICE
       Michael P. Fitzmaurice
       Executive Vice President and Chief Financial Officer





image1.jpg          News Release (NYSE:RPT)

RPT Realty Reports Second Quarter 2023 Results; Maintains Guidance

Financial Highlights

•Net (loss) income attributable to common shareholders for the second quarter 2023 of $(1.6) million, or $(0.02) per diluted share, compared to $5.1 million, or $0.06 per diluted share for the same period in 2022.

•Second quarter 2023 operating funds from operations per diluted share of $0.25.

Operational Highlights

•Signed 527,440 square feet in the second quarter 2023, representing the fourth consecutive quarter of leasing volume over 500,000 square feet.

•Signed not commenced rent and recovery income balance of $9.3 million as of June 30, 2023.

•Generated blended comparable re-leasing spreads of 21.1% and 10.8% during the second quarter 2023 and on a trailing twelve month basis, respectively, representing the highest levels in the Company's history.

•Signed three leases with leading national retailers, backfilling three Bed Bath & Beyond locations at a total blended re-leasing spread of 63%. Since the end of 2022, the Company has backfilled four of eight Bed Bath & Beyond stores, illustrating the robust demand from retailers for these spaces.

•Signed a lease with Dayou International Market at Olentangy Plaza in the Columbus market to backfill a former Tuesday Morning location at a 61% re-leasing spread. Subsequent to the end of the second quarter 2023, the Company’s remaining lease with Tuesday Morning, at Merchants’ Square in the Indianapolis market, was assigned to Dollar Tree.

•Celebrated the grand re-opening of a new and expanded Publix grocery-store at The Crossroads in the Miami market in July.

NEW YORK, August 2, 2023 - RPT Realty (NYSE:RPT) (the "Company" or "RPT") today announced its financial and operating results for the quarter ended June 30, 2023.

"We are pleased with our second quarter results as we continue to drive robust leasing volumes and historic double-digit rent growth, exemplified by rent spreads of 56.0% and 10.7% on new and renewal leases, respectively," said Brian Harper, President and CEO. "Leasing volume eclipsed 500,000 square feet for the fourth consecutive quarter, highlighted by the signing of several leases with high-credit, national tenants to backfill our Bed Bath & Beyond stores. Given our proactive approach that began over a year ago, we are ahead of our internal expectations on re-leasing our Bed Bath & Beyond locations, which we believe will be a significant driver of near-term growth. As we look forward to the second half of the year, we expect leasing volumes to remain elevated as we march towards our two million square feet leasing goal, positioning us for near and long-term top and bottom-line growth.”

FINANCIAL RESULTS

Net (loss) income attributable to common shareholders for the second quarter 2023 of $(1.6) million, or $(0.02) per diluted share, compared to $5.1 million, or $0.06 per diluted share for the same period in 2022.

Funds from operations ("FFO") for the second quarter 2023 of $24.1 million, or $0.25 per diluted share, compared to $22.0 million, or $0.23 per diluted share for the same period in 2022.
i


Operating FFO for the second quarter 2023 of $23.5 million, or $0.25 per diluted share, compared to $25.3 million or $0.27 per diluted share for the same period in 2022. Operating FFO for the second quarter 2023 excludes certain net income that totaled $0.6 million, primarily attributable to a gain on sale of land. The change in operating FFO per share was primarily attributable to lower NOI at properties under redevelopment and higher rental income not probable of collection.

Same property NOI during the second quarter 2023 increased 0.3% compared to the same period in 2022. The increase was primarily driven by higher base rent growth of 3.4%, after adjusting for abatements associated with offsetting reversals of rent not probable of collection, partially offset by higher rent not probable of collection after adjusting for reversals associated with offsetting abatements of base rent and lower net recovery income. Please see slide 20 of our Second Quarter 2023 Earnings Presentation for additional details.

OPERATING RESULTS

The Company's operating results include its consolidated properties and its pro-rata share of unconsolidated joint venture properties for the aggregate portfolio.

During the second quarter 2023, the Company signed 88 leases totaling 527,440 square feet. Blended re-leasing spreads on comparable leases were 21.1% with ABR of $19.34 per square foot. Re-leasing spreads on 12 comparable new and 58 renewal leases were 56.0% and 10.7%, respectively.

As of June 30, 2023, the Company had $9.3 million of signed not commenced rent and recovery income.

The table below summarizes the Company's leased rate and occupancy results at June 30, 2023, March 31, 2023 and June 30, 2022 for the same property portfolio.

Same Property PortfolioJune 30, 2023March 31, 2023June 30, 2022
Total
Leased rate94.9%95.3%94.5%
Occupancy91.6%91.2%91.5%
Anchor (GLA of 10,000 square feet or more)
Leased rate97.6%98.0%97.5%
Occupancy93.9%93.6%94.4%
Small Shop (GLA of less than 10,000 square feet)
Leased rate88.3%88.7%87.3%
Occupancy86.0%85.3%84.6%

BALANCE SHEET

The Company ended the second quarter 2023 with $6.1 million in consolidated cash, cash equivalents and restricted cash and $471.0 million of unused capacity on its $500.0 million unsecured revolving credit facility. At June 30, 2023, the Company had approximately $854.1 million of consolidated notional debt and finance lease obligations. Including the Company's pro-rata share of joint venture cash and notional debt of $3.3 million and $53.8 million, respectively, resulted in a second quarter 2023 net debt to annualized adjusted EBITDA ratio of 6.8x. Proforma for the $9.3 million signed not commenced rent and recovery income balance, the net debt to annualized adjusted EBITDA ratio would be 6.3x. Total debt including RPT's pro-rata share of joint venture debt had a weighted average interest rate of 3.75% and a weighted average maturity of 4.7 years.

DIVIDEND

As previously announced, on July 27, 2023, the Board of Trustees declared a third quarter 2023 regular cash dividend of $0.14 per common share. The Board of Trustees also approved a third quarter 2023 Series D convertible preferred share dividend of $0.90625 per share. The current conversion ratio of the Series D convertible preferred shares can be found on the Company's website at investors.rptrealty.com/shareholder-information/dividends. The dividends, for the period July 1, 2023 through September 30, 2023 are payable on October 2, 2023 for shareholders of record on September 20, 2023.
ii

2023 GUIDANCE

The Company is maintaining its 2023 operating FFO per diluted share guidance at $0.97 to $1.01. Selected expectations are outlined below.

Guidance and Selected ExpectationsPrior 2023 GuidanceCurrent 2023 GuidanceYTD Actual as of
June 30, 2023
Operating FFO per diluted share$0.97 to $1.01$0.97 to $1.01$0.50
Same property NOI growth(1)
1.50% to 3.25%1.75% to 3.00%2.0%
(1) Same property NOI growth includes unfavorable impacts from assumed elevated bad debt expense and occupancy loss due to tenant bankruptcies.

The Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis, including the information under "2023 Guidance" above, where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and/or amount of various items that would impact net income attributable to common stockholders per diluted share, which is the most directly comparable forward-looking GAAP financial measure. This includes, for example, acquisition costs and other non-core items that have not yet occurred, are out of the Company's control and/or cannot be reasonably predicted. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

The Company’s 2023 guidance reflects management’s view of current and future market conditions, including current expectations with respect to rental rates, occupancy levels, tenant bankruptcies, acquisitions and dispositions and debt and equity financing activities. To the extent actual results differ from our current expectations, the Company’s results may differ materially from the guidance set forth above. Other factors, as referenced elsewhere in this press release, may also cause the Company’s results to differ materially from the guidance set forth above.

CONFERENCE CALL/WEBCAST:

The Company will host a live broadcast of its second quarter 2023 conference call to discuss its financial and operating results.
Date:Thursday, August 3, 2023
Time:9:00 a.m. ET
Dial in #:(877) 704-4453
International Dial in #(201) 389-0920
Webcast:investors.rptrealty.com
A telephonic replay of the call will be available through Thursday, August 10, 2023. The replay can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers and entering passcode 13738835.  A webcast replay will also be archived on the Company’s website for twelve months.


iii

SUPPLEMENTAL & EARNINGS PRESENTATION MATERIALS

The Company’s quarterly financial and operating supplement and earnings presentation are available on its corporate investor relations website at investors.rptrealty.com. If you wish to receive copies via email, please send requests to invest@rptrealty.com.

RPT Realty owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. The Company's shopping centers offer diverse, locally-curated consumer experiences that reflect the lifestyles of their surrounding communities and meet the modern expectations of the Company's retail partners. The Company is a fully integrated and self-administered REIT publicly traded on the New York Stock Exchange (the “NYSE”). The common shares of the Company, par value $0.01 per share (the “common shares”) are listed and traded on the NYSE under the ticker symbol “RPT”. As of June 30, 2023, the Company's property portfolio (the "aggregate portfolio") consisted of 43 wholly-owned shopping centers, 13 shopping centers owned through its grocery-anchored joint venture, and 49 retail properties owned through its net lease joint venture, which together represent 14.9 million square feet of gross leasable area (“GLA”). As of June 30, 2023, the Company’s pro-rata share of the aggregate portfolio was 93.2% leased. For additional information about the Company please visit rptrealty.com.

Company Contact:
Vin Chao, Managing Director - Finance
19 W 44th St. 10th Floor, Ste 1002
New York, New York 10036
vchao@rptrealty.com
(212) 221-1752
iv

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations, plans or beliefs concerning future events and may be identified by terminology such as “may,” “will,” “should,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” “predict” or similar terms. Although the forward-looking statements made in this document are based on our good faith beliefs, reasonable assumptions and our best judgment based upon current information, certain factors could cause actual results to differ materially from those in the forward-looking statements. Many of the factors that will determine the outcome of forward-looking statements are beyond our ability to predict or control. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: our success or failure in implementing our business strategy; economic conditions generally (including supply chain disruptions and construction delays) and in the commercial real estate and finance markets, including, without limitation, as a result of disruptions and instability in the banking and financial services industries, continued high inflation rates or further increase in inflation or interest rates, such as the inability to obtain equity, debt or other sources of funding or refinancing on favorable terms to the Company and the costs and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; changes in the interest rate and/or other changes in the interest rate environment; risks associated with bankruptcies or insolvencies or general downturn in the businesses of tenants; impact of any future pandemic, epidemic or outbreak of any other highly infectious disease, on the U.S., regional and global economies and on the Company’s business, financial condition and results of operations and that of its tenants; the potential adverse impact from tenant defaults generally or from the unpredictability of the business plans and financial condition of the Company’s tenants; the execution of deferral or rent concession agreements by tenants; our business prospects and outlook; acquisition, disposition, development and joint venture risks; our insurance costs and coverages; increases in cost of operations; risks related to cybersecurity and loss of confidential information and other business interruptions; changes in governmental regulations, tax rates and similar matters; our continuing to qualify as a REIT; and other factors detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including in particular those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. Given these uncertainties, you should not place undue reliance on any forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.


v

RPT REALTY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
 June 30,
2023		December 31, 2022
 
ASSETS
Income producing properties, at cost:  
Land$301,404 $302,062 
Buildings and improvements1,378,035 1,373,893 
Less accumulated depreciation and amortization(400,635)(386,036)
Income producing properties, net1,278,804 1,289,919 
Construction in progress and land available for development33,709 37,772 
Real estate held for sale4,800 3,115 
Net real estate1,317,313 1,330,806 
Equity investments in unconsolidated joint ventures416,411 423,089 
Cash and cash equivalents5,650 5,414 
Restricted cash and escrows470 461 
Accounts receivable, net18,060 19,914 
Acquired lease intangibles, net35,818 40,043 
Operating lease right-of-use assets16,930 17,269 
Other assets, net110,166 109,443 
TOTAL ASSETS$1,920,818 $1,946,439 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Notes payable, net$848,689 $854,596 
Finance lease obligation763 763 
Accounts payable and accrued expenses45,678 41,985 
Distributions payable15,568 14,336 
Acquired lease intangibles, net31,771 33,157 
Operating lease liabilities16,796 17,016 
Other liabilities6,215 5,933 
TOTAL LIABILITIES965,480 967,786 
Commitments and Contingencies
RPT Realty ("RPT") Shareholders' Equity:  
Preferred shares of beneficial interest, $0.01 par, 2,000 shares authorized: 7.25% Series D Cumulative Convertible Perpetual Preferred Shares, (stated at liquidation preference $50 per share), 1,849 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
92,427 92,427 
Common shares of beneficial interest, $0.01 par, 240,000 shares authorized, 85,643 and 85,525 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
856 855 
Additional paid-in capital1,258,674 1,255,087 
Accumulated distributions in excess of net income(435,882)(409,290)
Accumulated other comprehensive gain21,546 21,434 
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO RPT937,621 960,513 
Noncontrolling interest17,717 18,140 
TOTAL SHAREHOLDERS' EQUITY955,338 978,653 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,920,818 $1,946,439 

Page 1


RPT REALTY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
REVENUE
Rental income$48,186 $53,547 $98,311 $107,545 
Other property income982 865 1,801 2,215 
Management and other fee income1,883 876 3,186 1,617 
TOTAL REVENUE51,051 55,288 103,298 111,377 
EXPENSES
Real estate tax expense6,993 7,232 14,143 15,403 
Recoverable operating expense7,504 7,080 15,062 14,288 
Non-recoverable operating expense2,577 2,344 5,411 4,974 
Depreciation and amortization17,069 19,171 34,286 39,382 
Transaction costs10 4,362 10 4,476 
General and administrative expense8,980 8,674 18,295 17,022 
TOTAL EXPENSES43,133 48,863 87,207 95,545 
Gain on sale of real estate603 11,543 900 15,090 
OPERATING INCOME8,521 17,968 16,991 30,922 
OTHER INCOME AND EXPENSES
Other income, net 451 181 657 365 
(Loss) earnings from unconsolidated joint ventures(55)(2,413)1,440 (1,312)
Interest expense(8,836)(8,770)(17,539)(17,082)
INCOME BEFORE TAX81 6,966 1,549 12,893 
Income tax provision(49)(36)(230)(71)
NET INCOME32 6,930 1,319 12,822 
Net income attributable to noncontrolling partner interest(1)(135)(24)(251)
NET INCOME ATTRIBUTABLE TO RPT31 6,795 1,295 12,571 
Preferred share dividends(1,675)(1,675)(3,350)(3,350)
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS$(1,644)$5,120 $(2,055)$9,221 
(LOSS) EARNINGS PER COMMON SHARE
Basic$(0.02)$0.06 $(0.03)$0.11 
Diluted$(0.02)$0.06 $(0.03)$0.10 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic85,642 84,163 85,608 84,069 
Diluted85,642 85,257 85,608 85,203 

Page 2


RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
FUNDS FROM OPERATIONS
(In thousands, except per share data)
(unaudited)
Three Months Ended
June 30,		Six Months Ended
June 30,
2023202220232022
Net income$32 $6,930 $1,319 $12,822 
Net income attributable to noncontrolling partner interest(1)(135)(24)(251)
Preferred share dividends(1,675)(1,675)(3,350)(3,350)
Net (loss) income available to common shareholders(1,644)5,120 (2,055)9,221 
Adjustments:  
Rental property depreciation and amortization expense16,923 19,018 33,988 39,074 
Pro-rata share of real estate depreciation from unconsolidated joint ventures (1)
7,158 7,406 12,193 10,820 
Gain on sale of income producing real estate — (11,382)(297)(14,836)
FFO available to common shareholders22,437 20,162 43,829 44,279 
Noncontrolling interest in Operating Partnership (2)
1 135 24 251 
Preferred share dividends (assuming conversion) (3)
1,675 1,675 3,350 3,350 
FFO available to common shareholders and dilutive securities$24,113 $21,972 $47,203 $47,880 
Gain on sale of land(603)(161)(603)(254)
Transaction costs10 4,362 10 4,476 
Severance expense (4)
— — 1,130 — 
Above and below market lease intangible write-offs— 24 — (1,600)
Lease incentive write-offs57 — 57 — 
Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures (1)
(80)(894)(21)(984)
Insurance proceeds, net (5)
— — — (136)
Operating FFO available to common shareholders and dilutive securities$23,497 $25,303 $47,776 $49,382 
Weighted average common shares85,642 84,163 85,608 84,069 
Shares issuable upon conversion of Operating Partnership Units (“OP Units”) (2)
1,604 1,683 1,604 1,711 
Dilutive effect of restricted stock1,418 1,094 1,432 1,134 
Shares issuable upon conversion of preferred shares (3)
7,017 7,017 7,017 7,017 
Weighted average equivalent shares outstanding, diluted95,681 93,957 95,661 93,931 
FFO available to common shareholders and dilutive securities per share, diluted$0.25 $0.23 $0.49 $0.51 
Operating FFO available to common shareholders and dilutive securities per share, diluted$0.25 $0.27 $0.50 $0.53 
Dividend per common share$0.14 $0.13 $0.28 $0.26 
Payout ratio - Operating FFO56.0 %48.1 %56.0 %49.1 %
(1)Amounts noted are included in (Loss) earnings from unconsolidated joint ventures.
(2)The total noncontrolling interest reflects OP Units convertible on a one-of-one basis into common shares.
(3)7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par (“Series D Preferred Shares”) are paid annual dividends of $6.7 million and are currently convertible into approximately 7.0 million shares of common stock. They are dilutive only when earnings or FFO exceed approximately $0.24 per diluted share per quarter and $0.96 per diluted share per year. The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D Preferred Shares on FFO and earning per share in future periods.
(4)For the six months ended June 30, 2023, severance expense is comprised of one-time employee termination benefits resulting from the reduction in force during February 2023. Amounts noted are included in General and administrative expense.
(5)Amounts noted are included in Other income, net.
Page 3


RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
Reconciliation of net (loss) income available to common shareholders to Same Property Net Operating Income (NOI)
Three Months Ended
 June 30,		Six Months Ended
 June 30,
2023202220232022
Net (loss) income available to common shareholders$(1,644)$5,120 $(2,055)$9,221 
Preferred share dividends1,675 1,675 3,350 3,350 
Net income attributable to noncontrolling partner interest1 135 24 251 
Income tax provision49 36 230 71 
Interest expense8,836 8,770 17,539 17,082 
Loss (earnings) from unconsolidated joint ventures55 2,413 (1,440)1,312 
Gain on sale of real estate(603)(11,543)(900)(15,090)
Other income, net(451)(181)(657)(365)
Management and other fee income(1,883)(876)(3,186)(1,617)
Depreciation and amortization17,069 19,171 34,286 39,382 
Transaction costs10 4,362 10 4,476 
General and administrative expenses8,980 8,674 18,295 17,022 
Pro-rata share of NOI from R2G Venture LLC (1)
7,108 4,484 14,017 9,043 
Pro-rata share of NOI from RGMZ Venture REIT LLC (2)
302 258 609 481 
Lease termination fees(14)— (61)(154)
Amortization of lease inducements221 215 437 428 
Amortization of acquired above and below market lease intangibles, net(436)(596)(864)(2,859)
Straight-line ground rent expense76 76 153 153 
Straight-line rental income20 (526)(112)(789)
NOI at Pro-Rata39,371 41,667 79,675 81,398 
NOI from Other Investments(2,812)(5,243)(5,891)(9,172)
Pro-rata share of NOI from RGMZ Venture REIT LLC (2)
(302)(258)(609)(481)
Same Property NOI$36,257 $36,166 $73,175 $71,745 
(1)Represents 51.5% of the NOI from the properties owned by R2G Venture LLC for all periods presented.
(2)Represents 6.4% of the NOI from the properties owned by RGMZ Venture REIT LLC for all periods presented.





Page 4


RPT REALTY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(amounts in thousands)
(unaudited)
Three Months Ended June 30,
20232022
Reconciliation of net income to annualized proforma adjusted EBITDA
Net income$32 $6,930 
Interest expense8,836 8,770 
Income tax provision49 36 
Depreciation and amortization17,069 19,171 
Gain on sale of income producing real estate— (11,382)
Pro-rata share of interest expense from unconsolidated entities559 436 
Pro-rata share of depreciation and amortization from unconsolidated entities7,158 7,406 
EBITDAre
33,703 31,367 
Above and below market lease intangible write-offs— 24 
Lease incentive write-offs57 — 
Transaction costs10 4,362 
Gain on sale of land(603)(161)
Pro-rata share of above and below market lease intangible write-offs from unconsolidated entities(80)(894)
Adjusted EBITDA33,087 34,698 
Annualized adjusted EBITDA$132,348 $138,792 
Reconciliation of Notes Payable, net to Net Debt
Notes payable, net$848,689 $960,877 
Unamortized premium(58)(114)
Deferred financing costs, net4,750 3,768 
Consolidated notional debt853,381 964,531 
Pro-rata share of notional debt from unconsolidated entities53,830 52,498 
Finance lease obligation763 821 
Cash, cash equivalents and restricted cash(6,120)(24,620)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash(3,250)(3,424)
Net debt$898,604 $989,806 
Reconciliation of interest expense to total fixed charges
Interest expense$8,836 $8,770 
Pro-rata share of interest expense from unconsolidated entities559 436 
Preferred share dividends1,675 1,675 
Scheduled mortgage principal payments206 335 
Pro-rata share of mortgage principal payments from unconsolidated entities7 — 
Total fixed charges$11,283 $11,216 
Net debt to annualized adjusted EBITDA6.8 x7.1 x
Interest coverage ratio (adjusted EBITDA / interest expense)3.5 x3.8 x
Fixed charge coverage ratio (adjusted EBITDA / fixed charges)2.9 x3.1 x
Page 5


RPT Realty
Non-GAAP Financial Definitions
Certain of our key performance indicators are considered non-GAAP financial measures. Management uses these measures along with our GAAP financial statements in order to evaluate our operations results. We believe these measures provide additional and useful means to assess our performance. These measures do not represent alternatives to GAAP measures as indicators of performance and a comparison of the Company's presentations to similarly titled measures of other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs.

Funds From Operations (FFO)
As defined by the National Association of Real Estate Investment Trusts (NAREIT), Funds From Operations (FFO) represents net income computed in accordance with generally accepted accounting principles, excluding gains (or losses) from sales of operating real estate assets and impairment provisions on operating real estate assets or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of operating real estate assets held by the investee, plus depreciation and amortization of depreciable real estate, (excluding amortization of financing costs). Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect funds from operations on the same basis. We have adopted the NAREIT definition in our computation of FFO.

Operating FFO
In addition to FFO, we include Operating FFO as an additional measure of our financial and operating performance. Operating FFO excludes transactions costs and periodic items such as gains (or losses) from sales of non-operating real estate assets and impairment provisions on non-operating real estate assets, bargain purchase gains, severance expense, accelerated amortization of debt premiums, gains or losses on extinguishment of debt, insured proceeds, net, accelerated write-offs of above and below market lease intangibles, accelerated write-offs of lease incentives and payment of loan amendment fees that are not adjusted under the current NAREIT definition of FFO. We provide a reconciliation of FFO to Operating FFO. In future periods, Operating FFO may also include other adjustments, which will be detailed in the reconciliation for such measure, that we believe will enhance comparability of Operating FFO from period to period. FFO and Operating FFO should not be considered alternatives to GAAP net income available to common shareholders or as alternatives to cash flow as measures of liquidity.

While we consider FFO available to common shareholders and Operating FFO available to common shareholders useful measures for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, our computations of FFO and Operating FFO may differ from the computations utilized by other real estate companies, and therefore, may not be comparable. We recognize the limitations of FFO and Operating FFO when compared to GAAP net income available to common shareholders. FFO and Operating FFO available to common shareholders do not represent amounts available for needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. In addition, FFO and Operating FFO do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs, including the payment of dividends.

Net Operating Income (NOI) / Same Property NOI / NOI from Other Investments
NOI consists of (i) rental income and other property income, before straight-line rental income, amortization of lease inducements, amortization of acquired above and below market lease intangibles and lease termination fees less (ii) real estate taxes and all recoverable and non-recoverable operating expenses other than straight-line ground rent expense, in each case, including our share of these items from our R2G Venture LLC and RGMZ Venture REIT LLC unconsolidated joint ventures.

NOI, Same Property NOI and NOI from Other Investments are supplemental non-GAAP financial measures of real estate companies' operating performance. Same Property NOI is considered by management to be a relevant performance measure of our operations because it includes only the NOI of comparable multi-tenant operating properties for the reporting period. Same Property NOI for the three and six months ended June 30, 2023 and 2022 represents NOI from the Company's same property portfolio consisting of 39 consolidated operating properties and our 51.5% pro-rata share of 11 properties owned by our R2G Venture LLC unconsolidated joint venture. Given the relative immateriality of our pro-rata share of RGMZ Venture REIT LLC in all periods presented, we have excluded it from Same Property NOI. All properties included in Same Property NOI were either acquired or placed in service and stabilized prior to January 1, 2022. We present Same Property NOI primarily to show the percentage change in our NOI from period to period across a consistent pool of properties. Same Property NOI excludes properties under redevelopment or where activities have started in preparation for redevelopment. A property is designated as a redevelopment when planned improvements significantly impact the property. NOI from Other Investments for the three and six months ended June 30, 2023 and 2022 represents pro-rata NOI primarily from (i) properties disposed of and acquired during 2022, (ii) Hunter's Square, Marketplace of Delray and The Crossroads (R2G) where the Company has begun activities in anticipation of future redevelopment, (iii) properties held for sale as of June 30, 2023, (iv) certain property related employee compensation, benefits, and travel expense and (v) noncomparable operating income and expense adjustments.

NOI, Same Property NOI and NOI from Other Investments should not be considered as alternatives to net income in accordance with GAAP or as measures of liquidity. Our method of calculating these measures may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.




Page 6


RPT Realty
Non-GAAP Financial Definitions (continued)
Net Debt
Net Debt represents (i) our total debt principal, which excludes unamortized premium and deferred financing costs, net, plus (ii) our finance lease obligation, plus (iii) our pro-rata share of total debt principal, which excludes unamortized discount and deferred financing costs, net, of each of our unconsolidated entities, less (iv) our cash, cash equivalents and restricted cash, less (v) our pro-rata share of cash, cash equivalents and restricted cash of each of our unconsolidated entities. We present net debt to show the ratio of our net debt to our proforma Adjusted EBITDA.

EBITDAre/Adjusted EBITDA/Proforma Adjusted EBITDA
NAREIT defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense (benefit), depreciation and amortization and impairment of depreciable real estate and in substance real estate equity investments; plus or minus gains or losses from sales of operating real estate assets and interests in real estate equity investments; and adjustments to reflect our share of unconsolidated real estate joint ventures and partnerships for these items. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. The Company also presents Adjusted EBITDA which is EBITDAre net of other items that we believe enhance comparability of Adjusted EBITDA across periods and are listed as adjustments in the applicable reconciliation. EBITDAre and Adjusted EBITDA should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

Pro-Rata
We present certain financial information on a “pro-rata” basis or including “pro-rata” adjustments. Unless otherwise specified, pro-rata financial information includes our proportionate economic ownership of each of our unconsolidated joint ventures derived on an entity-by-entity basis by applying the ownership percentage interest used to arrive at our share of the net operations for the period consistent with the application of the equity method of accounting to each of our unconsolidated joint ventures. See page 33 of our quarterly financial and operating supplement for a discussion of important considerations and limitations that you should be aware of when reviewing financial information that we present on a pro-rata basis or include pro-rata adjustments.

Occupancy
Occupancy is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the number of square feet of such property economically occupied by tenants under leases with an initial term of greater than one year, to (b) the aggregate number of square feet for such property.

Leased Rate
Leased Rate is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the number of square feet of such property under leases with an initial term of greater than one year, including signed leases not yet commenced, to (b) the aggregate number of square feet for such property.

Metropolitan Statistical Area (MSA)
Metropolitan Statistical Area (MSA) information is sourced from the United States Census Bureau and rank is determined based on the most recently available population estimates.

Page 7

v3.23.2
Cover
Aug. 02, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2023
Entity Registrant Name RPT Realty
Entity Incorporation, State or Country Code MD
Entity File Number 1-10093
Entity Tax Identification Number 13-6908486
Entity Address, Address Line One 19 W 44th Street,
Entity Address, Address Line Two Suite 1002
Entity Address, Postal Zip Code 10036
Entity Address, State or Province NY
City Area Code 212
Local Phone Number 221-1261
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Address, City or Town New York,
Entity Information [Line Items]  
Entity Emerging Growth Company false
Entity Central Index Key 0000842183
Amendment Flag false
Common Stock | NEW YORK STOCK EXCHANGE, INC.  
Cover [Abstract]  
Title of 12(b) Security Common Shares of Beneficial Interest, ($0.01 Par Value Per Share)
Trading Symbol RPT
Entity Information [Line Items]  
Title of 12(b) Security Common Shares of Beneficial Interest, ($0.01 Par Value Per Share)
Trading Symbol RPT
Security Exchange Name NYSE
Security Exchange Name NYSE
Series D Preferred Stock | NEW YORK STOCK EXCHANGE, INC.  
Cover [Abstract]  
Title of 12(b) Security 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)
Trading Symbol RPT.PRD
Entity Information [Line Items]  
Title of 12(b) Security 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share)
Trading Symbol RPT.PRD
Security Exchange Name NYSE
Security Exchange Name NYSE
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