GlobeNewswire Inc | Nov 4, 2020 04:15PM EST

November 04, 2020

-- Net (loss) income attributable to common shareholders for the third quarter 2020 of $(3.6) million, or $(0.05) per diluted share, compared to $3.8 million, or $0.05 per diluted share for the same period in 2019. -- 94% of total tenants were open and operating, as of October 30, 2020, based on annualized base rent ("ABR"). -- 90% of October and 87% of third quarter 2020 rent and recovery income have been paid as of October 30, 2020. -- Generated a 42.9% comparable new re-leasing spread in the third quarter 2020, the highest quarterly level since the second quarter 2018. -- Ended the third quarter 2020 with a signed but not opened ABR backlog of $3.0 million, up from $1.6 million in the second quarter 2020. -- Filed inaugural GRESB assessment during the third quarter 2020. Additional details regarding our sustainability program can be found on the Company's website at http://rptrealty.com/corporate-responsibility. -- Continued temporary suspension of payment of the common dividend. Decisions regarding future dividend payments will be made quarterly based on liquidity needs and REIT distribution requirements.

NEW YORK, Nov. 04, 2020 (GLOBE NEWSWIRE) -- RPT Realty (NYSE:RPT) (the "Company") today announced its financial and operating results for the quarter ended September30, 2020.

I am pleased with the resiliency of the organization amidst the pandemic and the speed with which we are seeing demand return," said Brian Harper, President and CEO. "During the quarter, we experienced positive momentum in our rent collection, consumer traffic trends and our signed not open backlog. We also posted our strongest new re-leasing spread in over two years, which reflects our embedded mark-to-market opportunity, the quality of our real estate and our transformed platform that should benefit us in our future lease negotiations. I am also thrilled with the quality of the leases signed this quarter including Nike, Sephora, Burlington and Bank Of America. In light of our liquidity and limited near-term obligations, we are in a position to play offense at a time of great disruption that has historically led to unique value creation opportunities such as the current wave of grocer demand."

FINANCIAL RESULTS

Net (loss) income attributable to common shareholders for the third quarter 2020 of $(3.6) million, or $(0.05) per diluted share, compared to $3.8 million, or $0.05 per diluted share for the same period in 2019.

Funds from operations ("FFO") for the third quarter 2020 of $16.6 million, or $0.20 per diluted share, compared to $24.7 million, or $0.28 per diluted share for the same period in 2019.

Operating FFO for the third quarter 2020 of $15.2 million, or $0.19 per diluted share, compared to $23.7 million or $0.27 per diluted share for the same period in 2019. Operating FFO for the third quarter 2020 excludes certain net income that totaled $1.4 million, primarily attributable to insurance proceeds related to storm damage at Front Range Village in Fort Collins, CO and the write-off of below market lease intangibles within our unconsolidated joint venture. The change in Operating FFO was primarily driven by higher rental income not probable of collection, higher straight-line rent reserves and lower NOI resulting from the contribution of a 48.5% interest in five assets into a joint venture formed in fourth quarter 2019. Third quarter 2020 rental income not probable of collection and straight-line rent reserves, were $4.0 million or $0.05 per diluted share and $1.2 million or $0.01 per diluted share, respectively, including the Company's share of unconsolidated joint ventures.

OPERATING RESULTS

The Company's operating results include its consolidated properties and its pro-rata share of unconsolidated joint ventures.

Same property NOI during the third quarter 2020 decreased 8.3% compared to the same period in 2019. The decrease was driven by the impact of the COVID-19 pandemic, resulting in higher income not probable of collection, which detracted 8.9% from same property NOI growth.

During the third quarter 2020, the Company signed 44 leases totaling 278,838 square feet. Blended re-leasing spreads on comparable leases were 10.7% with ABR of $13.72 per square foot. Re-leasing spreads on nine comparable new and 25 renewal leases were 42.9% and 2.6%, respectively.

As of September30, 2020, the Company had $3.0 million of signed not commenced ABR that is scheduled to commence through the end of 2021.

The table below summarizes the Company's leased rate and occupancy results at September30, 2020, June 30, 2020 and September30, 2019.

September 30, June 30, September 30, 2020 2020 2019Consolidated & Joint Venture PortfolioLeased rate 93.3% 93.6% 94.7% Occupancy 92.1% 92.9% 93.1% Anchor (GLA of 10,000 square feet or more)Leased rate 96.8% 96.7% 97.5% Occupancy 95.6% 96.3% 96.3% Small Shop (GLA of less than 10,000 square feet)Leased rate 84.9% 86.3% 88.2% Occupancy 83.6% 84.9% 85.7%

BALANCE SHEET

The Company ended the third quarter 2020 with $220.1 million in cash, cash equivalents and restricted cash. At September30, 2020, the Company had approximately $1.1 billion of consolidated debt and finance lease obligations, which resulted in a trailing twelve month net debt to proforma adjusted EBITDA ratio of 7.2x. Consolidated debt had a weighted average interest rate of 3.53% and a weighted average maturity, excluding scheduled amortization, of 4.8 years.

FINANCING ACTIVITY

During the third quarter 2020, the Company repaid $50.0 million on its unsecured revolving line of credit. At September 30, 2020, the Company had $125.0 million drawn on its $350.0 million unsecured revolving line of credit.

DIVIDEND

In light of the disruption caused by the COVID-19 pandemic, the Board of Trustees has temporarily suspended the quarterly common dividend to retain cash. The Board of Trustees will continue to evaluate the Companys dividend policy based upon the Companys financial performance and economic outlook and, at a later date, intends to reinstate the quarterly common dividend in at least the amount required to continue qualifying as a REIT for U.S. federal income tax purposes. Based on the Company's current taxable income forecast, no additional common dividend payments would be required to satisfy REIT requirements for the 2020 tax year.

On October 28, 2020, the Companys Board of Trustees declared a fourth quarter 2020 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 preferred dividend, for the period October 1, 2020 through December 31, 2020 is payable on January 4, 2021 to shareholders of record on December 18, 2020.

COVID-19 UPDATE

The Company is closely monitoring the COVID-19 pandemic, including the impact on our business, employees, tenants, shopping centers and communities. The following summary is intended to provide information pertaining to the impacts of the COVID-19 pandemic on the Companys business. Unless otherwise specified, the statistical and other information regarding the Companys portfolio are as of October 30, 2020. These estimates are based on information available to the Company and includes its consolidated properties and its pro-rata share of unconsolidated joint ventures.

-- 100% of the Company's 49 shopping centers remain open and operating. -- 94% of total tenants by ABR were open and operating, up from the low of 41% on April 22, 2020. -- 67% of the Companys properties by ABR had a grocery or grocer component and 87% of ABR stemmed from national or regional tenants, as of September 30, 2020. -- 90% of October and 87% of third quarter 2020 rent and recovery income have been paid. -- 6% of October and 9% of third quarter 2020 rent and recovery income are subject to signed or approved deferral agreements. -- Ended the third quarter 2020 with $220.1 million in cash, cash equivalents and restricted cash with no debt maturities until June 27, 2021.

The table below summarizes the Company's rent and recovery income collection results at various points in time and for the selected reporting periods.

As of 2Q20 3Q20 October July 31, 2020 65% N/A N/A October 30, 2020 76% 87% 90%

CONFERENCE CALL/WEBCAST:

The Company will host a live broadcast of its third quarter 2020 conference call to discuss its financial and operating results.

Date: Thursday, November 5, 2020Time: 10:00 a.m. ETDial in #: (877) 705-6003International Dial in # (201) 493-6725Webcast: investors.rptrealty.com

A telephonic replay of the call will be available through November 12, 2020. The replay can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers and entering passcode 13709053. A webcast replay will also be archived on the Companys website for twelve months.

SUPPLEMENTAL MATERIALS

The Companys quarterly financial and operating supplement is available on its corporate web site at rptrealty.com. If you wish to receive a copy 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 September30, 2020, our property portfolio consisted of 49 shopping centers (including five shopping centers owned through a joint venture) representing 11.9 million square feet of gross leasable area.As of September30, 2020, the Companys pro-rata share of the aggregate portfolio was 93.3% leased. For additional information about the Company please visit rptrealty.com.

Company Contact:

Vin Chao, Senior Vice President - Finance19 W 44th St. 10th Floor, Ste 1002New York, New York 10036vchao@rptrealty.com(212) 221-1752

FORWARD-LOOKING STATEMENTS

This press release 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. Currently, one of the most significant factors is the potential adverse effect of the current COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and our tenants (including their ability to timely make rent payments), the real estate market (including the local markets where our properties are located), the financial markets and general global economy as well as the potential adverse impact on our ability to enter into new leases or renew leases with existing tenants on favorable terms or at all. The impact COVID-19 has, and will continue to have, on the Company and its tenants is highly uncertain, cannot be predicted and will vary based upon the duration, magnitude and scope of the COVID-19 pandemic as well as the actions taken by federal, state and local governments to mitigate the impact of COVID-19, including social distancing protocols, restrictions on business activities and shelter-in- place and stay at home mandates. Additional 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 and in the commercial real estate and finance markets specifically; the cost and availability of capital, which depends in part on our asset quality and our relationships with lenders and other capital providers; risks associated with bankruptcies or insolvencies or general downturn in the businesses of 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, which are heightened as a result of the COVID-19 pandemic; the execution of rent deferral or concession agreements on the agreed-upon terms; our business prospects and outlook; 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 latest annual report on Form 10-K and our latest quarterly report on Form 10-Q, which you should interpret as being heightened as a result of the numerous and ongoing adverse impacts of COVID-19. 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

RPT REALTYCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except per share amounts)(unaudited) September 30, December 31, 2019 2020 ASSETS Income producing properties, at cost: Land $ 331,265 $ 331,265 Buildings and improvements 1,492,689 1,486,838 Less accumulated depreciation and (384,368 ) (352,006 ) amortizationIncome producing properties, net 1,439,586 1,466,097 Construction in progress and land 36,870 42,279 available for developmentNet real estate 1,476,456 1,508,376 Equity investments in unconsolidated 127,964 130,321 joint venturesCash and cash equivalents 217,818 110,259 Restricted cash and escrows 2,304 4,293 Accounts receivable, net 32,833 24,974 Acquired lease intangibles, net 27,934 34,278 Operating lease right-of-use assets 18,745 19,222 Other assets, net 79,580 86,836 TOTAL ASSETS $ 1,983,634 $ 1,918,559 LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable, net $ 1,053,378 $ 930,808 Finance lease obligation 926 926 Accounts payable and accrued expenses 45,969 55,360 Distributions payable 1,730 19,792 Acquired lease intangibles, net 36,069 38,898 Operating lease liabilities 17,911 18,181 Other liabilities 22,234 6,339 TOTAL LIABILITIES 1,178,217 1,070,304 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 ConvertiblePerpetual Preferred Shares, (stated at 92,427 92,427 liquidation preference $50 per share),1,849 shares issued and outstanding asof September30, 2020 and December31,2019, respectivelyCommon shares of beneficial interest,$0.01 par, 240,000 and 120,000 sharesauthorized as of September 30, 2020 andDecember 31, 2019, respectively, and 801 798 80,055 and 79,850 shares issued andoutstanding as of September 30, 2020 andDecember 31, 2019, respectivelyAdditional paid-in capital 1,172,998 1,169,557 Accumulated distributions in excess of (463,617 ) (436,361 ) net incomeAccumulated other comprehensive income (16,252 ) 1,819 TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE 786,357 828,240 TO RPTNoncontrolling interest 19,060 20,015 TOTAL SHAREHOLDERS' EQUITY 805,417 848,255 TOTAL LIABILITIES AND SHAREHOLDERS' $ 1,983,634 $ 1,918,559 EQUITY

RPT REALTYCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share amounts)(unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019REVENUE Rental income $ 45,375 $ 57,809 $ 140,783 $ 172,808 Other property 774 1,024 2,290 3,004 incomeManagement and 338 88 917 178 other fee incomeTOTAL REVENUE 46,487 58,921 143,990 175,990 EXPENSES Real estate tax 8,509 9,123 25,113 27,667 expenseRecoverable 5,118 6,180 15,894 18,204 operating expenseNon-recoverable 2,126 2,463 6,549 7,662 operating expenseDepreciation and 18,295 20,018 57,003 59,865 amortizationTransaction costs ? ? 186 ? General andadministrative 6,062 6,249 18,979 18,845 expenseInsured expenses, (1,092 ) ? (2,745 ) ? netTOTAL EXPENSES 39,018 44,033 120,979 132,243 OPERATING INCOME 7,469 14,888 23,011 43,747 OTHER INCOME AND EXPENSESOther (expense) (92 ) 4 322 (227 ) income, netGain on sale of ? ? ? 6,073 real estateEarnings fromunconsolidated 456 373 1,514 453 joint venturesInterest expense (9,913 ) (9,917 ) (29,491 ) (30,350 ) Other gain onunconsolidated ? 237 ? 237 joint venturesLoss onextinguishment of ? ? ? (622 ) debt(LOSS) INCOME (2,080 ) 5,585 (4,644 ) 19,311 BEFORE TAXIncome tax benefit 87 (11 ) 37 (82 ) (provision)NET (LOSS) INCOME (1,993 ) 5,574 (4,607 ) 19,229 Net loss (income)attributable to 46 (129 ) 106 (448 ) noncontrollingpartner interestNET (LOSS) INCOME (1,947 ) 5,445 (4,501 ) 18,781 ATTRIBUTABLE TO RPTPreferred share (1,676 ) (1,676 ) (5,026 ) (5,026 ) dividendsNET (LOSS) INCOMEAVAILABLE TO COMMON $ (3,623 ) $ 3,769 $ (9,527 ) $ 13,755 SHAREHOLDERS (LOSS) EARNINGSPER COMMON SHAREBasic $ (0.05 ) $ 0.05 $ (0.12 ) $ 0.17 Diluted $ (0.05 ) $ 0.05 $ (0.12 ) $ 0.17 WEIGHTED AVERAGECOMMON SHARES OUTSTANDINGBasic 80,051 79,848 79,978 79,786 Diluted 80,051 80,540 79,978 80,479





RPT REALTYRECONCILIATION OF NON-GAAP FINANCIAL MEASURESFUNDS FROM OPERATIONS(In thousands, except per share data)(unaudited) Three Months Ended Nine Months Ended September September 30, 30, 2020 2019 2020 2019Net (loss) income $ (1,993 ) $ 5,574 $ (4,607 ) $ 19,229 Net loss (income)attributable to 46 (129 ) 106 (448 ) noncontrollingpartner interestPreferred share (1,676 ) (1,676 ) (5,026 ) (5,026 ) dividendsNet (loss) incomeavailable to common (3,623 ) 3,769 (9,527 ) 13,755 shareholdersAdjustments: Rental propertydepreciation and 18,149 19,787 56,588 59,436 amortization expensePro-rata share ofreal estatedepreciation from 2,116 7 4,898 35 unconsolidated jointventures ^(1)Gain on sale ofdepreciable real ? ? ? (5,702 ) estateGain on sale of jointventure depreciable ? (385 ) ? (385 ) real estateOther gain onunconsolidated joint ? (237 ) ? (237 ) venturesFFO available to 16,642 22,941 51,959 66,902 common shareholdersNoncontrollinginterest in Operating (46 ) 129 (106 ) 448 Partnership ^(2)Preferred sharedividends (assuming ? 1,676 ? 5,026 conversion)^ (3)FFO available tocommon shareholders $ 16,596 $ 24,746 $ 51,853 $ 72,376 and dilutivesecuritiesGain on sale of land ? ? ? (371 ) Transaction costs ^ ? ? 186 ? (4)Insured expenses, net (1,092 ) ? (2,745 ) ? Severance expense ^ 88 32 216 130 (5)Executive managementreorganization, net ^ ? 329 ? 775 (5)(6)Above and belowmarket lease 135 (1,381 ) (256 ) (3,055 ) intangible write-offsPro-rata share ofacquisition costs 6 ? 407 ? from unconsolidatedjoint ventures ^(1)Pro-rata share ofabove and belowmarket lease (506 ) ? (506 ) ? intangible write-offsfrom unconsolidatedjoint ventures ^(1)Loss onextinguishment of ? ? ? 622 debtPayment of loan ? ? 184 ? amendment fees ^(5)Bond interest ? ? (213 ) ? proceeds ^(7)Operating FFOavailable to common $ 15,227 $ 23,726 $ 49,126 $ 70,477 shareholders anddilutive securities Weighted average 80,051 79,848 79,978 79,786 common sharesShares issuable uponconversion ofOperating Partnership 1,909 1,909 1,909 1,909 Units (?OP Units?) ^(2)Dilutive effect of 167 692 297 693 restricted stockShares issuable uponconversion of ? 6,954 ? 6,954 preferred shares ^(3)Weighted averageequivalent shares 82,127 89,403 82,184 89,342 outstanding, diluted FFO available tocommon shareholdersand dilutive $ 0.20 $ 0.28 $ 0.63 $ 0.81 securities per share,diluted Operating FFOavailable to commonshareholders and $ 0.19 $ 0.27 $ 0.60 $ 0.79 dilutive securitiesper share, diluted Dividend per common $ ? $ 0.22 $ 0.22 $ 0.66 sharePayout ratio - ? % 81.5 % 36.7 % 83.5 % Operating FFO

(1) Amounts noted are included in 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 convertible preferred shares on FFO and earning per share in future periods.(4) Costs associated with a terminated acquisition and a terminated disposition.(5) Amounts noted are included in General and administrative expense.(6) For 2019, largely comprised of severance to a former executive officer and performance award expense related to the former Chief Executive Officer.(7) Amounts noted are included in Other (expense) income, net.

RPT REALTYRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(amounts in thousands)(unaudited)

Reconciliation of net (loss) income available to common shareholders to SameProperty Net Operating Income (NOI) at Pro-Rata Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019Net (loss) incomeavailable to common $ (3,623 ) $ 3,769 $ (9,527 ) $ 13,755 shareholdersPreferred share 1,676 1,676 5,026 5,026 dividendsNet (loss) incomeattributable to (46 ) 129 (106 ) 448 noncontrollingpartner interestIncome tax (87 ) 11 (37 ) 82 (benefit) provisionInterest expense 9,913 9,917 29,491 30,350 Loss onextinguishment of ? ? ? 622 debtEarnings fromunconsolidated (456 ) (373 ) (1,514 ) (453 ) joint venturesGain on sale of ? ? ? (6,073 ) real estateOther gain onunconsolidated ? (237 ) ? (237 ) joint venturesInsured expenses, (1,092 ) ? (2,745 ) ? netOther expense 92 (4 ) (322 ) 227 (income), netManagement and (338 ) (88 ) (917 ) (178 ) other fee incomeDepreciation and 18,295 20,018 57,003 59,865 amortizationTransaction costs ? ? 186 ? General andadministrative 6,062 6,249 18,979 18,845 expensesPro-rata share ofNOI from 2,006 ? 6,156 ? unconsolidatedjoint venture ^(1)Lease termination (43 ) (102 ) (185 ) (334 ) feesAmortization of 225 135 554 359 lease inducementsAmortization ofacquired above and (515 ) (2,172 ) (2,248 ) (5,544 ) below market leaseintangibles, netStraight-line 77 77 230 230 ground rent expenseStraight-line 1,100 (567 ) 2,018 (1,951 ) rental incomeNOI at Pro-Rata ^ 33,246 38,438 102,042 115,039 (2)NOI from Other 811 (1,293 ) 1,602 (4,232 ) InvestmentsSame Property NOI $ 34,057 $ 37,145 $ 103,644 $ 110,807 at Pro-Rata ^(3)

(1) Represents 51.5% of the NOI from the five properties contributed to R2G Venture LLC after December 9, 2019.(2) Includes 100.0% of the NOI from the five properties contributed to R2G Venture LLC prior to December 10, 2019 and 51.5% of the NOI from the same five properties after December 9, 2019.(3) Includes 51.5% of the NOI from the five properties contributed to R2G Venture LLC for all periods presented.

RPT REALTYRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(amounts in thousands)(unaudited) Reconciliation of net (loss) income Net loss - Nine months ended September 30, 2020 $ (4,607 ) Plus: Net income - Twelve months ended December 31, 2019 93,686 Less: Net income - Nine months ended September 30, 2019 19,229 Net income - Twelve months ended September 30, 2020 $ 69,850 Twelve Months Ended September 30, 2020Reconciliation of net income to proforma adjusted EBITDA Net income $ 69,850 Interest expense 39,198 Income tax provision 60 Depreciation and amortization 75,785 Gain on sale of depreciable real estate (75,783 ) Pro-rata adjustments from unconsolidated entities 5,321 EBITDAre $ 114,431 Severance expense 216 Executive management reorganization, net 627 Above and below market lease intangible write-offs (726 ) Transaction costs 186 Pro-rata share of above and below market lease intangible (506 ) write-offs from unconsolidated entitiesPro-rata share of acquisition costs from unconsolidated 406 entitiesR2G Venture LLC related costs 499 Insured expenses, net (469 ) Loss on extinguishment of debt 1,949 Payment of loan amendment fees 184 Bond interest proceeds (213 ) Adjusted EBITDA 116,584 Proforma adjustments ^(1) (51 ) Proforma adjusted EBITDA $ 116,533 Reconciliation of Notes Payable, net to Net Debt Notes payable, net $ 1,053,378 Unamortized premium (1,319 ) Deferred financing costs, net 3,804 Consolidated notional debt 1,055,863 Finance lease obligation 926 Cash, cash equivalents and restricted cash (220,122 ) Pro-rata share of unconsolidated entities cash, cash (2,877 ) equivalents and restricted cashNet debt $ 833,790 Reconciliation of interest expense to total fixed charges Interest expense $ 39,198 Preferred share dividends 6,701 Scheduled mortgage principal payments 2,389 Total fixed charges $ 48,288 Net debt to proforma adjusted EBITDA 7.2 x Interest coverage ratio (proforma adjusted EBITDA / 3.0 x interest expense)Fixed charge coverage ratio (proforma adjusted EBITDA / 2.4 x fixed charges)

(1) The twelve months ended September 30, 2020 excludes $1.5 million representing 48.5% of the five properties contributed to R2G Venture LLC partially offset by $1.1 million from an annual expense that was fully recognized in the fourth quarter of 2019 and $0.3 million from the acquisition of Lakehills Plaza.

RPT REALTYRECONCILIATION OF NON-GAAP FINANCIAL MEASURES(amounts in thousands)(unaudited) Three Months Ended September 30, 2020 2019Reconciliation of net income to annualized proforma adjusted EBITDANet (loss) income $ (1,993 ) $ 5,574 Interest expense 9,913 9,917 Income tax (benefit) provision (87 ) 11 Depreciation and amortization 18,295 20,018 Pro-rata adjustments from unconsolidated 2,116 7 entitiesGain on sale of joint venture depreciable real ? (385 ) estateOther gain on unconsolidated joint ventures ? (237 ) EBITDAre 28,244 34,905 Severance expense 88 32 Executive management reorganization, net ? 329 Above and below market lease intangible 135 (1,381 ) write-offsPro-rata share of acquisition costs from 6 ? unconsolidated entitiesPro-rata share of above and below market leaseintangible write-offs from unconsolidated (506 ) ? entitiesInsured expenses, net (1,092 ) ? Adjusted EBITDA 26,875 33,885 Proforma adjustments ^(1) ? (182 ) Proforma adjusted EBITDA $ 26,875 $ 33,703 Annualized proforma adjusted EBITDA $ 107,500 $ 134,812 Reconciliation of Notes Payable, net to Net DebtNotes payable, net $ 1,053,378 $ 933,509 Unamortized premium (1,319 ) (2,226 ) Deferred financing costs, net 3,804 1,911 Consolidated notional debt 1,055,863 933,194 Finance lease obligation 926 975 Cash, cash equivalents and restricted cash (220,122 ) (48,236 ) Pro-rata share of unconsolidated entities cash, (2,877 ) ? cash equivalents and restricted cashNet debt $ 833,790 $ 885,933 Reconciliation of interest expense to total fixed chargesInterest expense $ 9,913 $ 9,917 Preferred share dividends 1,676 1,676 Scheduled mortgage principal payments 592 648 Total fixed charges $ 12,181 $ 12,241 Net debt to annualized proforma adjusted EBITDA 7.8 x 6.6 x Interest coverage ratio (proforma adjusted 2.7 x 3.4 x EBITDA / interest expense)Fixed charge coverage ratio (proforma adjusted 2.2 x 2.8 x EBITDA / fixed charges)

(1) 3Q19 excludes $0.2 million of income from dispositions. The proforma adjustments treat the activity as if they occurred at the start of each quarter.

RPT RealtyNon-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 depreciable property and impairment provisions on depreciable real estate or on investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate 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 FFOIn 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 land and impairment provisions on land, bargain purchase gains, severance expense, executive management reorganization costs, net, accelerated amortization of debt premiums, gains or losses on extinguishment of debt, insured expenses, net, accelerated write-offs of above and below market lease intangibles and R2G Venture LLC related costs 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 InvestmentsNOI 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 unconsolidated joint venture.

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 operating properties for the reporting period. Same Property NOI for the three and nine months ended September30, 2020 and 2019 represents NOI from the Company's same property portfolio consisting of 41 consolidated operating properties acquired or placed in service and stabilized prior to January 1, 2019 and five previously consolidated properties contributed to the newly formed joint venture, R2G Venture LLC, in December 2019. Same property NOI from these five properties includes 51.5% of their NOI as a consolidated property for the period January 1, 2019 through September 30, 2019 and 51.5% of their NOI as an unconsolidated property accounted for under the equity method for the period January 1, 2020 through September30, 2020. 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 nine months ended September30, 2020 and 2019 represents NOI primarily from (i) properties disposed of and acquired during 2019, (ii) 48.5% of the NOI prior to December 10, 2019 from the five previously consolidated properties contributed to the R2G Venture LLC unconsolidated joint venture, (iii) Webster Place and Rivertowne Square where the Company has begun activities in anticipation of future redevelopment, (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.

RPT RealtyNon-GAAP Financial Definitions (continued)

Net DebtNet Debt represents (i) our total debt principal, which excludes unamortized premium and deferred financing costs, net, plus (ii) our finance lease obligation, less (iii) our cash, cash equivalents and restricted cash, less (iv) 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 EBITDANAREIT 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-RataWe 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 theapplication of the equity method of accounting to each of our unconsolidated joint ventures. See page 30 of our quarterly financial and operating supplement for a discussion of important considerations and limitations that you should be aware of when review financial information that we present on a pro-rata basis or including pro-rata adjustment.

OccupancyOccupancy 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

Lease 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.