Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | RETAIL VALUE INC. | |
Entity Central Index Key | 0001735184 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,117,150 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | true | |
Entity File Number | 1-38517 | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 82-4182996 | |
Entity Address, Address Line One | 3300 Enterprise Parkway | |
Entity Address, City or Town | Beachwood | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44122 | |
City Area Code | 216 | |
Local Phone Number | 755-5500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED STATEMENT OF NET A
CONSOLIDATED STATEMENT OF NET ASSETS (Liquidation Basis) (unaudited) $ in Thousands | Sep. 30, 2022 USD ($) |
Assets | |
Cash and cash equivalents | $ 15,983 |
Accounts receivable, net | 183 |
Total assets | 16,166 |
Liabilities | |
Liability for estimated wind-up expenses | 3,177 |
Accounts payable and other liabilities | 808 |
Dividend payable | 6,546 |
Total liabilities | 10,531 |
Commitments and contingencies (Note 1) | |
Net assets in liquidation | $ 5,635 |
CONSOLIDATED BALANCE SHEETS (Go
CONSOLIDATED BALANCE SHEETS (Going-Concern Basis) (unaudited) $ in Thousands | Dec. 31, 2021 USD ($) |
Assets | |
Buildings | $ 51,261 |
Fixtures and tenant improvements | 8,260 |
Total real estate rental property | 59,521 |
Less: Accumulated depreciation | (36,195) |
Total real estate assets, net | 23,326 |
Cash and cash equivalents | 110,470 |
Restricted cash | 1,993 |
Accounts receivable | 3,891 |
Other assets, net | 4,718 |
Total assets | 144,398 |
Liabilities and Equity | |
Accounts payable and other liabilities | 8,331 |
Dividends payable | 69,053 |
Total liabilities | 77,384 |
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 shares issued at December 31, 2021 | 2,112 |
Additional paid-in capital | 740,517 |
Accumulated distributions in excess of net loss | (675,602) |
Less: Common shares in treasury at cost: 598 shares at December 31, 2021 | (13) |
Total equity | 67,014 |
Total liabilities and equity | $ 144,398 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Going-Concern Basis) (unaudited) (parenthetical) | Dec. 31, 2021 $ / shares shares |
Statement Of Financial Position [Abstract] | |
Common shares, par value | $ / shares | $ 0.10 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 21,117,748 |
Treasury common shares | 598 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (Liquidation Basis) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Changes In Net Assets In Liquidation Basis [Abstract] | ||
Net assets in liquidation, beginning of period | $ 11,836 | $ 35,636 |
Remeasurement of assets and liabilities | 345 | 1,041 |
Distributions to common shareholders | (6,546) | (31,042) |
Net assets in liquidation, end of period | $ 5,635 | $ 5,635 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Going-Concern Basis) (Unaudited) - USD ($) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Apr. 30, 2022 | Sep. 30, 2021 | |
Revenues from operations: | |||
Rental income | $ 14,659 | $ 2,653 | $ 50,221 |
Other income | (31) | 2 | 38 |
Total revenue from operations | 14,628 | 2,655 | 50,259 |
Rental operation expenses: | |||
Operating and maintenance | 1,922 | 384 | 6,485 |
Real estate taxes | 2,661 | 48 | 8,562 |
Property and asset management fees | 1,406 | 755 | 4,501 |
Impairment charges | 1,573 | 1,573 | |
General and administrative | 874 | 829 | 2,997 |
Depreciation and amortization | 4,439 | 675 | 16,127 |
Total rental operation expenses | 12,875 | 2,691 | 40,245 |
Other income (expense): | |||
Interest expense, net | (2,039) | (7,897) | |
Debt extinguishment costs | (5,158) | (6,307) | |
Gain on disposition of real estate, net | 37 | 16,961 | 1,882 |
Total other income (expense) | (7,160) | 16,961 | (12,322) |
Income (loss) before tax expense | (5,407) | 16,925 | (2,308) |
Tax expense | (50) | (49) | (193) |
Income (loss) from continuing operations | (5,457) | 16,876 | (2,501) |
Income (loss) from discontinued operations | 26,466 | 764 | (42,862) |
Net income (loss) | 21,009 | 17,640 | (45,363) |
Comprehensive income (loss) | $ 21,009 | $ 17,640 | $ (45,363) |
Basic earnings per share data: | |||
Income (loss) from continuing operations, basic | $ (0.26) | $ 0.80 | $ (0.12) |
Income (loss) from discontinued operations, basic | 1.25 | 0.04 | (2.04) |
Net income (loss), basic | 0.99 | 0.84 | (2.16) |
Diluted earnings per share data: | |||
Income (loss) from continuing operations, diluted | (0.26) | 0.80 | (0.12) |
Income (loss) from discontinued operations, diluted | 1.25 | 0.04 | (2.04) |
Net income (loss), diluted | $ 0.99 | $ 0.84 | $ (2.16) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Going-Concern Basis) (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Distributions in Excess of Net Loss | Treasury Stock at Cost |
Beginning Balance at Dec. 31, 2020 | $ 599,786 | $ 1,983 | $ 721,234 | $ (123,428) | $ (3) |
Issuance of common shares related to stock dividend and stock plan | 19,415 | 127 | 19,314 | 0 | (26) |
Net income (loss) | (66,372) | 0 | 0 | (66,372) | 0 |
Ending Balance at Jun. 30, 2021 | 552,829 | 2,110 | 740,548 | (189,800) | (29) |
Beginning Balance at Dec. 31, 2020 | 599,786 | 1,983 | 721,234 | (123,428) | (3) |
Net income (loss) | (45,363) | ||||
Ending Balance at Sep. 30, 2021 | 573,825 | 2,112 | 740,517 | (168,791) | (13) |
Beginning Balance at Jun. 30, 2021 | 552,829 | 2,110 | 740,548 | (189,800) | (29) |
Issuance of common shares related to stock dividend and stock plan | (13) | 2 | (31) | 0 | 16 |
Net income (loss) | 21,009 | 0 | 0 | 21,009 | 0 |
Ending Balance at Sep. 30, 2021 | 573,825 | 2,112 | 740,517 | (168,791) | (13) |
Beginning Balance at Dec. 31, 2021 | 67,014 | 2,112 | 740,517 | (675,602) | (13) |
Dividends declared | (44,980) | 0 | 0 | (44,980) | 0 |
Net income (loss) | 17,640 | 0 | 0 | 17,640 | 0 |
Ending Balance at Apr. 30, 2022 | $ 39,674 | $ 2,112 | $ 740,517 | $ (702,942) | $ (13) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Going-Concern Basis) (Unaudited) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended |
Apr. 30, 2022 | Sep. 30, 2021 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 17,640 | $ (45,363) |
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: | ||
Depreciation and amortization | 675 | 32,630 |
Amortization and write-off of above- and below-market leases, net | (586) | |
Amortization and write-off of debt issuance costs | 9,800 | |
Gain on disposition of real estate, net | (16,965) | (25,687) |
Impairment charges | 82,633 | |
Assumption of buildings due to ground lease terminations | (2,660) | |
Net change in accounts receivable | 1,862 | 8,061 |
Net change in accounts payable and other liabilities | (1,279) | (4,722) |
Net change in other operating assets | 1,166 | 6,450 |
Total adjustments | (14,541) | 105,919 |
Net cash flow provided by operating activities | 3,099 | 60,556 |
Cash flow from investing activities: | ||
Real estate improvements to operating real estate | (864) | (9,856) |
Proceeds from disposition of real estate | 37,060 | 596,118 |
Net cash flow provided by investing activities | 36,196 | 586,262 |
Cash flow from financing activities: | ||
Repayment of mortgage debt, including repayment costs | (354,202) | |
Payment of credit facility costs | (74) | |
Dividends paid | (69,053) | (4,381) |
Net cash flow used for financing activities | (69,053) | (358,657) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (29,758) | 288,161 |
Cash, cash equivalents and restricted cash, beginning of period | 112,463 | 172,788 |
Cash, cash equivalents and restricted cash, end of period | $ 82,705 | $ 460,949 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Financial Statement Presentation | 1. Nature of Business and Financial Statement Presentation Nature of Business 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. On April 12, 2022, RVI completed the sale of its last real estate asset and no longer owns an interest in any real property. On June 30, 2022, the Company filed a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to the Ohio Revised Code, the Company will continue to exist for a period of five years following the filing of the 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. In connection with the filing of the certificate of dissolution and in recognition of the substantial completion of the Company's original strategy, the Company's independent directors resigned from the Company's Board of Directors on July 1, 2022, and the Board of Directors is now comprised exclusively of management directors. The Company, its subsidiaries and the Manager entered into a new External Management Agreement, effective January 1, 2022 (the “New Management Agreement”), which compensated the Manager for property management, leasing services and disposition efforts for Crossroads Center (prior to its sale on April 12, 2022) and compensates the Manager for corporate services in connection with the wind-up of the Company’s business. SITE Centers provides RVI with day-to-day management, as the Company does not have any employees. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), including liquidation accounting discussed below, 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. Subsequent to the adoption of the liquidation basis of accounting, the Company is required to estimate all costs expected to be incurred through the end of liquidation including the estimated amount of cash the Company expects to collect on its remaining receivables. Actual results could differ from those estimates. Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Other Liabilities The carrying amounts reported in the Company’s consolidated balance sheet for these financial instruments approximated fair value because of their short-term maturities. Legal Matters 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 that arose 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. Pre-Liquidation Basis of Accounting Basis of Presentation These financial statements were 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 did 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 included 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 four months ended April 30, 2022 and the three and nine months ended September 30, 2021, were not necessarily indicative of the results that were 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, 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): Four Months Nine Months Ended April 30, Ended September 30, 2022 2021 Dividends declared but not paid $ 45.0 $ — Accounts payable related to construction in progress (continuing operations) — 0.7 Assumption of buildings due to ground lease terminations (discontinued operations) — 2.7 Stock dividends — 18.6 Post-Liquidation Basis of Accounting Basis of Presentation In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. Accordingly, on May 1, 2022, the carrying value of the Company’s assets was adjusted to their estimated liquidation value, which represents the estimated amount of cash that the Company will collect on settlement of its assets and liabilities as it carries out the liquidation activities. 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 the extent reasonably determinable. The Company accrued expenses that it expects to incur as it carries out its liquidation activities to the extent it has a reasonable basis for estimation. The Company expects to incur general and administrative expenses associated with the winding up and dissolution of the Company i.e., fees to SITE Centers under the New Management Agreement, professional fees (auditing and legal expenses), insurance premiums, vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure. Actual expense incurred may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences could be material (Note 2). Actual costs incurred but unpaid as of September 30, 2022, are included in Accounts Payable and Other Liabilities in the Consolidated Statement of Net Assets. As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior periods. Accounts Receivable In connection with the transition to liquidation accounting, the Company adjusted the expected amount to be collected from its accounts receivable by $ 0.9 million (Note 3). The estimate of collectability of outstanding receivables requires judgement and complex and extensive assumptions. The Company generally reviews its outstanding accounts receivable individually by tenant account for collectability and considers assumptions such as the terms of the underlying lease, litigation status and former business segment (i.e. continental U.S. vs. Puerto Rico). Smaller individual balances and ancillary income accounts are generally expected to be collected at a rate of 30 % and 10 % of the outstanding amount, respectively. While the Company is working to maximize payment, collection of past due amounts is not guaranteed. Distributions The amount and timing of distributions to shareholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing and aggregate amount that ultimately will be distributed to shareholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets. |
Liability for Estimated Wind-Up
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation | 2. Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation The liquidation basis of accounting requires the Company to estimate net cash flows primarily from the collection of receivables and to accrue all costs associated with winding up the remaining operations of the Company and complying with regulatory requirements (when such costs can be reasonably estimated). As the basis for such estimates, in accordance with Ohio law, the Company expects to continue to exist for a period of five years following the filing of the certificate of dissolution with the Secretary of State of the State of Ohio, which occurred on June 30, 2022 (“Liquidation Period”). The Company currently estimates that it will have enough assets to cover the expenses during the Liquidation Period. These amounts can vary significantly due to, among other things, the timing and amounts of accounts receivable collected and contingent liabilities paid and the costs associated with the winding up of the Company. Certain of these amounts are estimated and are anticipated to be paid out over the Liquidation Period. Upon transition to the liquidation basis of accounting on May 1, 2022, the Company accrued $ 4.9 million of estimated general and administrative expenses expected to be incurred and paid out during the Liquidation Period (Note 3). In addition, the Company did not record any liability for potential breach of representation claims relating to the sale agreement governing the Company's final real estate disposition. This potential liability is capped at approximately $ 0.8 million and has a survival period which expires in January 2023 . The decrease in net assets in liquidation for the period May 1, 2022 through September 30, 2022, was primarily due to the declaration of common share dividends to shareholders of $ 31.0 million and the payment of additional expenses associated with the wind down of the operations partially offset by payments received that were in excess of estimated receivables or were not anticipated. The change in the liability for estimated costs during the Liquidation Period as of September 30, 2022, is as follows (in thousands): Period from May 1, 2022 through September 30, 2022 General and administrative expenses, beginning of period $ 5,671 Payments ( 2,524 ) Remeasurement of wind-up expenses 30 General and administrative expenses, end of period $ 3,177 |
Net Assets in Liquidation
Net Assets in Liquidation | 9 Months Ended |
Sep. 30, 2022 | |
Net Assets Liquidation [Abstract] | |
Net Assets in Liquidation | 3. Net Assets in Liquidation The following is a reconciliation of Total Equity as of April 30, 2022 to net assets in liquidation under the liquidation basis of accounting (in thousands): Total equity as of April 30, 2022 $ 39,674 Increase due to collectability of accounts receivable 921 Decrease due to the write-off of prepaid expenses ( 242 ) Change in receivables and other payables, net 133 Estimated wind-up expenses ( 4,850 ) Estimated value of net assets in liquidation as of May 1, 2022 $ 35,636 |
Transactions with SITE Centers
Transactions with SITE Centers | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with SITE Centers | 4. Transactions with SITE Centers The following table presents fees and other amounts charged by SITE Centers (in thousands): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Asset management fees (A) $ 250 $ 1,620 $ 5,161 Incentive payment (B) 500 — — Property management fees (C) 88 2,081 6,609 Disposition fees (D) 385 5,500 6,092 Leasing commissions (E) 7 306 1,701 Maintenance services and other (F) 7 214 866 Credit facility guaranty fees — 60 60 Legal fees (G) 36 235 444 $ 1,273 $ 10,016 $ 20,933 (A) In 2022, the asset management fee was based on a fixed fee. In 2021, asset management fees were generally calculated at 0.5 % per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. In addition, in May 2022, the Company accrued $ 1.6 million of costs for the estimated amount to be paid to SITE Centers during the five-year wind-up period. (See table below.) (B) In April 2022, the Company paid SITE Centers an incentive payment in recognition of the successful completion of the Company’s disposition program. (C) In 2022, the Company paid a fixed property management fee to SITE Centers through April 2022 related to Crossroads Center. In 2021, property management fees were generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. (D) Disposition fees equaled 1 % of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (E) Leasing commissions represent fees charged for the execution of the leasing of retail space. (F) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. (G) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. Estimated a mounts payable to SITE Centers are as follows (in thousands): Payable to SITE Centers as of May 1, 2022 $ 1,600 Payments made during the period ( 127 ) Remeasurement of wind-up expenses 2 Payable to SITE Centers as of September 30, 2022 $ 1,475 On December 15, 2021, the Company and certain subsidiaries of SITE Centers entered into the New Management Agreement, which took effect on January 1, 2022 and compensated the Manager for property management and leasing services for Crossroads Center (prior to its sale on April 12, 2022) and compensates the Manager for corporate services in connection with the wind-up of the Company’s business. Pursuant to the terms of the New Management Agreement, the Company will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of (i) $ 500,000 for calendar year 2022, (ii) $ 300,000 per annum commencing on January 1, 2023 until the 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 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 (June 30, 2027) 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 account of Crossroads Center. In April 2022, in accordance with the terms of the New Management Agreement, the Company paid SITE Centers 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 New Management Agreement also 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 performance of the Manager’s duties. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | 5. Other Assets Other Assets consisted of the following (in thousands): December 31, 2021 Operating lease ROU assets $ 1,098 Note receivable (A) 3,000 Other assets: Prepaid expenses 511 Other assets 109 Total other assets $ 4,718 (A) Repaid in accordance with its terms in September 2022. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 6. Discontinued Operations 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 (discontinued operations) were as follows (in thousands): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Revenues from operations: Rental income $ 851 $ 16,183 $ 63,900 Other income — ( 5 ) 17 851 16,178 63,917 Rental operation expenses: Operating and maintenance 79 4,824 19,037 Real estate taxes — 686 2,808 Property and asset management fees — 2,295 7,269 Impairment charges — — 81,060 Depreciation and amortization — 3,629 16,503 79 11,434 126,677 Other income (expense): Interest expense, net — ( 485 ) ( 2,055 ) Debt extinguishment costs — ( 1,858 ) ( 1,951 ) Other income, net — — 197 Gain on disposition of real estate 4 24,109 23,805 4 21,766 19,996 Income (loss) from discontinued operations before tax 776 26,510 ( 42,764 ) Tax expense ( 12 ) ( 44 ) ( 98 ) Income (loss) from discontinued operations $ 764 $ 26,466 $ ( 42,862 ) There were no non-cash items for the four months ended April 30, 2022. The following table summarizes cash flow data relating to discontinued operations for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 Depreciation and amortization $ 16,503 Amortization and write-off of above- and below-market leases, net 210 Impairment charges 81,060 Assumption of buildings due to ground lease terminations 2,660 Real estate improvements to operating real estate 4,452 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 7. Earnings Per Share The following table provides net income 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): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Numerators – Basic and Diluted Net income (loss) attributable to common shareholders $ 16,876 $ ( 5,457 ) $ ( 2,501 ) Net income (loss) attributable to common shareholders 764 26,466 ( 42,862 ) Total $ 17,640 $ 21,009 $ ( 45,363 ) Denominators – Number of Shares Basic and Diluted — Average shares outstanding 21,117 21,117 21,043 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 0.80 $ ( 0.26 ) $ ( 0.12 ) Income (loss) from discontinued operations 0.04 1.25 ( 2.04 ) Total $ 0.84 $ 0.99 $ ( 2.16 ) Dividends The Board of Directors of the Company declared cash dividends per common share as follows: Declaration Date Paid Date Amount Aggregate September 2022 October 2022 $ 0.31 $ 6.5 June 2022 July 2022 1.16 24.5 April 2022 May 2022 2.13 45.0 December 2021 January 2022 3.27 69.1 Total $ 6.87 $ 145.1 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events On October 26, 2022, the Company paid a cash dividend aggregating $ 6.5 million (Note 7). |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”), including liquidation accounting discussed below, 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. Subsequent to the adoption of the liquidation basis of accounting, the Company is required to estimate all costs expected to be incurred through the end of liquidation including the estimated amount of cash the Company expects to collect on its remaining receivables. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Other Liabilities | Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Other Liabilities The carrying amounts reported in the Company’s consolidated balance sheet for these financial instruments approximated fair value because of their short-term maturities. |
Legal Matters | Legal Matters 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 that arose 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. |
Pre-Liquidation Basis of Accounting | Pre-Liquidation Basis of Accounting Basis of Presentation These financial statements were 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 did 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 included 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 four months ended April 30, 2022 and the three and nine months ended September 30, 2021, were not necessarily indicative of the results that were 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, 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): Four Months Nine Months Ended April 30, Ended September 30, 2022 2021 Dividends declared but not paid $ 45.0 $ — Accounts payable related to construction in progress (continuing operations) — 0.7 Assumption of buildings due to ground lease terminations (discontinued operations) — 2.7 Stock dividends — 18.6 |
Post-Liquidation Basis of Accounting | Post-Liquidation Basis of Accounting Basis of Presentation In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. Accordingly, on May 1, 2022, the carrying value of the Company’s assets was adjusted to their estimated liquidation value, which represents the estimated amount of cash that the Company will collect on settlement of its assets and liabilities as it carries out the liquidation activities. 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 the extent reasonably determinable. The Company accrued expenses that it expects to incur as it carries out its liquidation activities to the extent it has a reasonable basis for estimation. The Company expects to incur general and administrative expenses associated with the winding up and dissolution of the Company i.e., fees to SITE Centers under the New Management Agreement, professional fees (auditing and legal expenses), insurance premiums, vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure. Actual expense incurred may differ from amounts reflected in the financial statements due to the inherent uncertainty in estimating future events. These differences could be material (Note 2). Actual costs incurred but unpaid as of September 30, 2022, are included in Accounts Payable and Other Liabilities in the Consolidated Statement of Net Assets. As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income, a Consolidated Statement of Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior periods. |
Accounts Receivable | Accounts Receivable In connection with the transition to liquidation accounting, the Company adjusted the expected amount to be collected from its accounts receivable by $ 0.9 million (Note 3). The estimate of collectability of outstanding receivables requires judgement and complex and extensive assumptions. The Company generally reviews its outstanding accounts receivable individually by tenant account for collectability and considers assumptions such as the terms of the underlying lease, litigation status and former business segment (i.e. continental U.S. vs. Puerto Rico). Smaller individual balances and ancillary income accounts are generally expected to be collected at a rate of 30 % and 10 % of the outstanding amount, respectively. While the Company is working to maximize payment, collection of past due amounts is not guaranteed. |
Distributions | Distributions The amount and timing of distributions to shareholders involve risks and uncertainties. Accordingly, it is not possible to predict the timing and aggregate amount that ultimately will be distributed to shareholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets. |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): Four Months Nine Months Ended April 30, Ended September 30, 2022 2021 Dividends declared but not paid $ 45.0 $ — Accounts payable related to construction in progress (continuing operations) — 0.7 Assumption of buildings due to ground lease terminations (discontinued operations) — 2.7 Stock dividends — 18.6 |
Liability for Estimated Wind-_2
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Change in Liability for Estimated Costs in Liquidation Period | The change in the liability for estimated costs during the Liquidation Period as of September 30, 2022, is as follows (in thousands): Period from May 1, 2022 through September 30, 2022 General and administrative expenses, beginning of period $ 5,671 Payments ( 2,524 ) Remeasurement of wind-up expenses 30 General and administrative expenses, end of period $ 3,177 |
Net Assets in Liquidation (Tabl
Net Assets in Liquidation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Net Assets Liquidation [Abstract] | |
Summary of Reconciliation of Total Equity | The following is a reconciliation of Total Equity as of April 30, 2022 to net assets in liquidation under the liquidation basis of accounting (in thousands): Total equity as of April 30, 2022 $ 39,674 Increase due to collectability of accounts receivable 921 Decrease due to the write-off of prepaid expenses ( 242 ) Change in receivables and other payables, net 133 Estimated wind-up expenses ( 4,850 ) Estimated value of net assets in liquidation as of May 1, 2022 $ 35,636 |
Transactions with SITE Centers
Transactions with SITE Centers (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Fees and Other Amounts Charged | The following table presents fees and other amounts charged by SITE Centers (in thousands): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Asset management fees (A) $ 250 $ 1,620 $ 5,161 Incentive payment (B) 500 — — Property management fees (C) 88 2,081 6,609 Disposition fees (D) 385 5,500 6,092 Leasing commissions (E) 7 306 1,701 Maintenance services and other (F) 7 214 866 Credit facility guaranty fees — 60 60 Legal fees (G) 36 235 444 $ 1,273 $ 10,016 $ 20,933 (A) In 2022, the asset management fee was based on a fixed fee. In 2021, asset management fees were generally calculated at 0.5 % per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. In addition, in May 2022, the Company accrued $ 1.6 million of costs for the estimated amount to be paid to SITE Centers during the five-year wind-up period. (See table below.) (B) In April 2022, the Company paid SITE Centers an incentive payment in recognition of the successful completion of the Company’s disposition program. (C) In 2022, the Company paid a fixed property management fee to SITE Centers through April 2022 related to Crossroads Center. In 2021, property management fees were generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. (D) Disposition fees equaled 1 % of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (E) Leasing commissions represent fees charged for the execution of the leasing of retail space. (F) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. (G) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. |
Schedule of Amounts payable to SITE | mounts payable to SITE Centers are as follows (in thousands): Payable to SITE Centers as of May 1, 2022 $ 1,600 Payments made during the period ( 127 ) Remeasurement of wind-up expenses 2 Payable to SITE Centers as of September 30, 2022 $ 1,475 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other Assets consisted of the following (in thousands): December 31, 2021 Operating lease ROU assets $ 1,098 Note receivable (A) 3,000 Other assets: Prepaid expenses 511 Other assets 109 Total other assets $ 4,718 (A) Repaid in accordance with its terms in September 2022. |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Discontinued Operations | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Discontinued Operations | The following table summarizes cash flow data relating to discontinued operations for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 Depreciation and amortization $ 16,503 Amortization and write-off of above- and below-market leases, net 210 Impairment charges 81,060 Assumption of buildings due to ground lease terminations 2,660 Real estate improvements to operating real estate 4,452 |
Puerto Rico | |
Schedule of Discontinued Operations | The operating results related to the Puerto Rico segment (discontinued operations) were as follows (in thousands): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Revenues from operations: Rental income $ 851 $ 16,183 $ 63,900 Other income — ( 5 ) 17 851 16,178 63,917 Rental operation expenses: Operating and maintenance 79 4,824 19,037 Real estate taxes — 686 2,808 Property and asset management fees — 2,295 7,269 Impairment charges — — 81,060 Depreciation and amortization — 3,629 16,503 79 11,434 126,677 Other income (expense): Interest expense, net — ( 485 ) ( 2,055 ) Debt extinguishment costs — ( 1,858 ) ( 1,951 ) Other income, net — — 197 Gain on disposition of real estate 4 24,109 23,805 4 21,766 19,996 Income (loss) from discontinued operations before tax 776 26,510 ( 42,764 ) Tax expense ( 12 ) ( 44 ) ( 98 ) Income (loss) from discontinued operations $ 764 $ 26,466 $ ( 42,862 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") | The following table provides net income 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): Four Months Three Months Nine Months Ended April 30, Ended September 30, Ended September 30, 2022 2021 2021 Numerators – Basic and Diluted Net income (loss) attributable to common shareholders $ 16,876 $ ( 5,457 ) $ ( 2,501 ) Net income (loss) attributable to common shareholders 764 26,466 ( 42,862 ) Total $ 17,640 $ 21,009 $ ( 45,363 ) Denominators – Number of Shares Basic and Diluted — Average shares outstanding 21,117 21,117 21,043 Basic and Diluted Earnings Per Share: Income (loss) from continuing operations $ 0.80 $ ( 0.26 ) $ ( 0.12 ) Income (loss) from discontinued operations 0.04 1.25 ( 2.04 ) Total $ 0.84 $ 0.99 $ ( 2.16 ) |
Schedule of Declared Cash Dividends Per Common Share | The Board of Directors of the Company declared cash dividends per common share as follows: Declaration Date Paid Date Amount Aggregate September 2022 October 2022 $ 0.31 $ 6.5 June 2022 July 2022 1.16 24.5 April 2022 May 2022 2.13 45.0 December 2021 January 2022 3.27 69.1 Total $ 6.87 $ 145.1 |
Nature of Business and Financ_4
Nature of Business and Financial Statement Presentation - Additional Information (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 USD ($) | Jul. 01, 2018 ShoppingCenter PortfolioAsset | |
Nature Of Business [Line Items] | ||
Liquidation basis of accounting, adoption | In connection with the sale of Crossroads Center, the Company’s last property, on April 12, 2022, the Company adopted the liquidation basis of accounting, in accordance with U.S. GAAP, effective May 1, 2022, which was the beginning of the fiscal month after the sale date. | |
Liquidation basis of accounting [true false] | true | |
Increase due to collectability of accounts receivable | $ | $ 0.9 | |
Percentage of outstanding amount of smaller individual balances expected to be collected | 30% | |
Percentage of outstanding amount of ancillary income accounts expected to be collected | 10% | |
SITE Centers Corp | ||
Nature Of Business [Line Items] | ||
Number of portfolio assets in connection with spin off | PortfolioAsset | 48 | |
SITE Centers Corp | U.S. | ||
Nature Of Business [Line Items] | ||
Number of shopping centers subject to spin off | 36 | |
SITE Centers Corp | Puerto Rico | ||
Nature Of Business [Line Items] | ||
Number of shopping centers subject to spin off | 12 |
Nature of Business and Financ_5
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 4 Months Ended | 9 Months Ended | |
Apr. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Dividends declared but not paid | $ 45,000 | $ 69,053 | |
Accounts payable related to construction in progress (continuing operations) | 700 | ||
Assumption of buildings due to ground lease terminations (discontinued operations) | 2,700 | ||
Stock dividends | $ 18,600 |
Liability for Estimated Wind-_3
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation - Additional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Apr. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | May 01, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Estimated general and administrative expenses expected to be incurred and paid out during liquidation period | $ 4,900 | |||
Outstanding maximum potential liabilities capped | $ 800 | $ 800 | ||
Contingent liabilities for survival period of expired term | 2023-01 | |||
Common share dividends to shareholders | $ 44,980 | $ 31,000 |
Liability for Estimated Wind-_4
Liability for Estimated Wind-Up Expenses in Excess of Estimated Income During Liquidation - Schedule of Change in Liability for Estimated Costs in Liquidation Period (Details) $ in Thousands | 5 Months Ended |
Sep. 30, 2022 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General and administrative expense beginning balance | $ 5,671 |
Remeasurement of wind-up expenses | 30 |
Payments | (2,524) |
General and administrative expense ending balance | $ 3,177 |
Net Assets in Liquidation - Sum
Net Assets in Liquidation - Summary of Reconciliation of Total Equity (Details) - USD ($) $ in Thousands | May 01, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Net Assets Liquidation [Abstract] | ||||||
Total equity as of April 30, 2022 | $ 35,636 | $ 39,674 | $ 67,014 | $ 573,825 | $ 552,829 | $ 599,786 |
Increase due to collectability of accounts receivable | 921 | |||||
Decrease due to the write-off of prepaid expenses | (242) | |||||
Change in receivables and other payables, net | 133 | |||||
Estimated wind up expenses | (4,850) | |||||
Estimated value of net assets in liquidation as of May 1, 2022 | $ 35,636 | $ 39,674 | $ 67,014 | $ 573,825 | $ 552,829 | $ 599,786 |
Transactions with SITE Center_2
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Details) - SITE Centers Corp - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Apr. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Asset management fees | $ 1,620 | $ 250 | $ 5,161 |
Incentive payment | 0 | 500 | 0 |
Property management fees | 2,081 | 88 | 6,609 |
Disposition fees | 5,500 | 385 | 6,092 |
Leasing commissions | 306 | 7 | 1,701 |
Maintenance services and other | 214 | 7 | 866 |
Credit facility guaranty fees | 60 | 0 | 60 |
Legal fees | 235 | 36 | 444 |
Total fees and other amount charges | $ 10,016 | $ 1,273 | $ 20,933 |
Transactions with SITE Center_3
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Parenthetical) (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Accrued Estimated Amount To Be Paid | $ 1.6 | ||
Percentage of gross asset value for calculation of asset management fees | 0.50% | ||
Percentage Of Gross Sales Price Of Asset Sold For Calculation Of Disposition Fees | 1% | 1% |
Transactions with SITE Center_4
Transactions with SITE Centers - Schedule of Amounts payable to SITE (Details) $ in Thousands | 5 Months Ended |
Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Remeasurement of wind-up expenses | $ 30 |
SITE Centers Corp | |
Related Party Transaction [Line Items] | |
Payable to SITE Centers as of May 1, 2022 | 1,600 |
Payments made during the period | (127) |
Remeasurement of wind-up expenses | 2 |
Payable to SITE Centers as of September 30, 2022 | $ 1,475 |
Transactions with SITE Center_5
Transactions with SITE Centers - Additional Information (Details) - New Management Agreement - USD ($) | 1 Months Ended | 4 Months Ended | |
Dec. 15, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | |
Crossroads Center | |||
Related Party Transaction [Line Items] | |||
Property management fee | $ 22,000 | ||
Disposition fee | $ 385,000 | ||
Incentive payment to manager | $ 500,000 | ||
For Calendar Year 2022 | |||
Related Party Transaction [Line Items] | |||
Annual asset management fee payable for services rendered in connection with corporate management | $ 500,000 | ||
Commencing on January 1, 2023 until the End of the Calendar Quarter in which the Company's Shares are Deregistered | |||
Related Party Transaction [Line Items] | |||
Annual asset management fee payable for services rendered in connection with corporate management | 300,000 | ||
Commencing from the Calendar Quarter Immediately Following the Calendar Quarter in which the Company's Shares are Deregistered | |||
Related Party Transaction [Line Items] | |||
Annual asset management fee payable for services rendered in connection with corporate management | $ 100,000 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Operating lease ROU assets | $ 1,098 |
Notes receivable | 3,000 |
Other assets: | |
Prepaid expenses | 511 |
Other assets | 109 |
Total other assets | $ 4,718 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Operating Results Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Apr. 30, 2022 | Sep. 30, 2021 | |
Rental operation expenses: | |||
Impairment charges | $ 81,060 | ||
Other income (expense): | |||
Income (loss) from discontinued operations | $ 26,466 | $ 764 | (42,862) |
Puerto Rico | |||
Revenues from operations: | |||
Rental income | 16,183 | 851 | 63,900 |
Other income | (5) | 0 | 17 |
Total revenue from discontinued operations | 16,178 | 851 | 63,917 |
Rental operation expenses: | |||
Operating and maintenance | 4,824 | 79 | 19,037 |
Real estate taxes | 686 | 0 | 2,808 |
Property and asset management fees | 2,295 | 0 | 7,269 |
Impairment charges | 0 | 0 | 81,060 |
Depreciation and amortization | 3,629 | 0 | 16,503 |
Total rental operation expenses | 11,434 | 79 | 126,677 |
Other income (expense): | |||
Interest expense, net | (485) | 0 | (2,055) |
Debt extinguishment costs | (1,858) | 0 | (1,951) |
Other income, net | 0 | 0 | 197 |
Gain on disposition of real estate | 24,109 | 4 | 23,805 |
Total other income (expense) | 21,766 | 4 | 19,996 |
Income (loss) from discontinued operations before tax expense | 26,510 | 776 | (42,764) |
Tax expense | (44) | (12) | (98) |
Income (loss) from discontinued operations | $ 26,466 | $ 764 | $ (42,862) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Cash Flow Data Related to Discontinued Operations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |
Depreciation and amortization | $ 16,503 |
Amortization and write-off of above- and below-market leases, net | 210 |
Impairment charges | 81,060 |
Assumption of building due to ground lease termination | 2,660 |
Real estate improvements to operating real estate | $ 4,452 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net Income and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Apr. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | |
Numerators – Basic and Diluted | ||||
Net income (loss) attributable to common shareholders from continuing operations | $ (5,457) | $ 16,876 | $ (2,501) | |
Net income (loss) attributable to common shareholders from discontinued operations | 26,466 | 764 | (42,862) | |
Net income (loss) | $ 21,009 | $ 17,640 | $ (66,372) | $ (45,363) |
Denominators – Number of Shares | ||||
Basic - Average shares outstanding | 21,117 | 21,117 | 21,043 | |
Diluted - Average shares outstanding | 21,117 | 21,117 | 21,043 | |
Basic Earnings Per Share: | ||||
Income (loss) from continuing operations, basic | $ (0.26) | $ 0.80 | $ (0.12) | |
Income (loss) from discontinued operations, basic | 1.25 | 0.04 | (2.04) | |
Net income (loss), basic | 0.99 | 0.84 | (2.16) | |
Diluted Earnings Per Share: | ||||
Income (loss) from continuing operations, diluted | (0.26) | 0.80 | (0.12) | |
Income (loss) from discontinued operations, diluted | 1.25 | 0.04 | (2.04) | |
Net income (loss), diluted | $ 0.99 | $ 0.84 | $ (2.16) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Declared Cash Dividends per Common Share (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 10 Months Ended | ||||
Oct. 26, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Oct. 31, 2022 | |
Dividends Payable [Line Items] | ||||||
Common shares, cash dividend paid | $ 1.16 | $ 2.13 | $ 3.27 | |||
Aggregate dividend paid to common shares | $ 24.5 | $ 45 | $ 69.1 | |||
Subsequent Event [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Common shares, cash dividend paid | $ 0.31 | $ 6.87 | ||||
Aggregate dividend paid to common shares | $ 6.5 | $ 6.5 | $ 145.1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 10 Months Ended | ||||
Oct. 26, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Oct. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Cash dividend paid | $ 24.5 | $ 45 | $ 69.1 | |||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash dividend paid | $ 6.5 | $ 6.5 | $ 145.1 |