Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RVI | |
Entity Registrant Name | RETAIL VALUE INC. | |
Entity Central Index Key | 1,735,184 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 18,465,046 |
COMBINED BALANCE SHEETS (Unaudi
COMBINED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Land | $ 689,386 | $ 717,584 |
Buildings | 1,813,456 | 1,932,495 |
Fixtures and tenant improvements | 196,539 | 195,138 |
Total real estate rental property | 2,699,381 | 2,845,217 |
Less: Accumulated depreciation | (720,103) | (699,288) |
Real estate rental property, net | 1,979,278 | 2,145,929 |
Construction in progress | 20,663 | 4,656 |
Total real estate assets, net | 1,999,941 | 2,150,585 |
Cash and cash equivalents | 22,110 | 8,283 |
Restricted cash | 73,276 | 35 |
Accounts receivable, net | 33,844 | 33,336 |
Property insurance receivable | 49,202 | 60,293 |
Intangible assets | 54,525 | 67,495 |
Other assets, net | 8,663 | 6,575 |
Total assets | 2,241,561 | 2,326,602 |
Liabilities and Equity | ||
Parent Company unsecured debt | 813,308 | |
Mortgage indebtedness | 1,241,805 | 320,844 |
Total indebtedness | 1,241,805 | 1,134,152 |
Accounts payable and other liabilities | 120,448 | 101,986 |
Total liabilities | 1,362,253 | 1,236,138 |
Commitments and contingencies (Note 8) | ||
Redeemable preferred equity | 190,000 | |
Equity | ||
Total equity | 689,308 | 1,090,464 |
Total liabilities and equity | 2,241,561 | 2,326,602 |
RVI Predecessor [Member] | ||
Equity | ||
Total equity | $ 689,308 | $ 1,090,464 |
COMBINED STATEMENTS OF OPERATIO
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues from operations: | ||||
Minimum rents | $ 51,366 | $ 58,241 | $ 102,967 | $ 116,194 |
Percentage and overage rents | 793 | 611 | 1,870 | 1,479 |
Recoveries from tenants | 18,625 | 19,624 | 37,345 | 40,095 |
Other income | 5,090 | 2,740 | 7,952 | 5,003 |
Business interruption income | 3,100 | 5,100 | ||
Total revenue from operations | 78,974 | 81,216 | 155,234 | 162,771 |
Rental operation expenses: | ||||
Operating and maintenance | 12,531 | 12,568 | 24,608 | 25,443 |
Real estate taxes | 9,677 | 9,517 | 19,571 | 19,338 |
Management fees | 3,462 | 3,420 | 6,819 | 6,972 |
Impairment charges | 15,060 | 48,680 | 8,600 | |
Hurricane property loss | 187 | 868 | ||
General and administrative | 4,484 | 4,546 | 7,638 | 11,042 |
Depreciation and amortization | 24,072 | 30,351 | 50,144 | 60,529 |
Total rental operation expenses | 69,473 | 60,402 | 158,328 | 131,924 |
Other expense: | ||||
Interest expense | (18,144) | (21,640) | (37,584) | (44,909) |
Debt extinguishment costs | (1,970) | (109,036) | ||
Transaction costs | (28,240) | (33,325) | ||
Other expense, net | (1) | (3) | (1) | |
Total other income (expense) | (48,354) | (21,641) | (179,948) | (44,910) |
Loss before tax expense | (38,853) | (827) | (183,042) | (14,063) |
Tax expense | (4,082) | (148) | (4,210) | (281) |
Loss from continuing operations | (42,935) | (975) | (187,252) | (14,344) |
Gain on disposition of real estate, net | 13,096 | 13,096 | 447 | |
Net loss | (29,839) | (975) | (174,156) | (13,897) |
Comprehensive loss | $ (29,839) | $ (975) | $ (174,156) | $ (13,897) |
COMBINED STATEMENT OF EQUITY (U
COMBINED STATEMENT OF EQUITY (Unaudited) - 6 months ended Jun. 30, 2018 $ in Thousands | USD ($) |
Beginning Balance (RVI Predecessor [Member]) at Dec. 31, 2017 | $ 1,090,464 |
Beginning Balance at Dec. 31, 2017 | 1,090,464 |
Net transactions with DDR | RVI Predecessor [Member] | (227,000) |
Net loss | RVI Predecessor [Member] | (174,156) |
Net loss | (174,156) |
Ending Balance (RVI Predecessor [Member]) at Jun. 30, 2018 | 689,308 |
Ending Balance at Jun. 30, 2018 | $ 689,308 |
COMBINED STATEMENTS OF CASH FLO
COMBINED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flow from operating activities: | ||
Net loss | $ (174,156) | $ (13,897) |
Adjustments to reconcile net loss to net cash flow provided by operating activities: | ||
Depreciation and amortization | 50,144 | 60,529 |
Amortization and write-off of above- and below- market leases, net | (928) | (5,119) |
Amortization and write-off of debt issuance costs and fair market value of debt adjustments | 14,556 | 317 |
Gain on disposition of real estate | (13,096) | (447) |
Impairment charges | 48,680 | 8,600 |
Loss on debt extinguishment | 97,077 | |
Interest rate hedging activities | (4,538) | |
Assumption of building due to ground lease termination | (2,150) | |
Valuation allowance of prepaid taxes | 3,991 | |
Net change in accounts receivable | (4,664) | 921 |
Net change in accounts payable and other liabilities | 15,472 | (3,525) |
Net change in other operating assets | (1,556) | 489 |
Total adjustments | 202,988 | 61,765 |
Net cash flow provided by operating activities | 28,832 | 47,868 |
Cash flow from investing activities: | ||
Real estate improvements to operating real estate | (20,461) | (10,720) |
Proceeds from disposition of real estate | 100,347 | |
Hurricane property insurance advance proceeds | 20,193 | |
Net cash flow provided by (used for) investing activities | 100,079 | (10,720) |
Cash flow from financing activities: | ||
Proceeds from Parent Company unsecured debt, net of discounts and loan costs | 149,801 | |
Repayment of Parent Company unsecured debt | (899,880) | (151,279) |
Proceeds from mortgage debt | 1,350,000 | |
Repayment of mortgage debt | (421,344) | (5,193) |
Payment of debt issuance costs | (32,755) | |
Net transactions with DDR | (37,864) | (24,800) |
Net cash flow used for financing activities | (41,843) | (31,471) |
Net increase in cash, cash equivalents and restricted cash | 87,068 | 5,677 |
Cash, cash equivalents and restricted cash, beginning of period | 8,318 | 11,024 |
Cash, cash equivalents and restricted cash, end of period | $ 95,386 | $ 16,701 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. On July 1, 2018, DDR Corp. (“DDR” or the “Manager”) completed the separation of Retail Value Inc., an Ohio corporation formed in December 2017 that owns and operates a portfolio of 48 real estate assets that included 36 continental U.S. assets and 12 Puerto Rico assets (collectively, “RVI” the “RVI Predecessor” or the “Company”), into an independent public company. RVI’s properties comprised 16 million square feet of gross leasable area (“GLA”) and are located in 17 states and Puerto Rico. In connection with the separation from DDR, on July 1, 2018, the Company and DDR entered into a separation and distribution agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, DDR agreed to transfer properties and certain related assets, liabilities and obligations to RVI, and to distribute 100% of the outstanding common shares of RVI to holders of record of DDR’s common shares as of the close of business on June 26, 2018, the record date. On July 1, 2018, holders of DDR’s common shares received one common share of RVI for every ten shares of DDR common stock held on the record date. In connection with the separation from DDR, DDR retained 1,000 shares of RVI’s series A preferred stock having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset sales (Note 7). On July 1, 2018, the Company and DDR also entered into an external management agreement which, together with various property management agreement, governs the fees, terms and conditions pursuant to which DDR will manage RVI and its properties. DDR will provide RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board, and the Company is not expected to have any employees. In general, either DDR or RVI may terminate the management agreements on December 31, 2019, or at the end of any six-month renewal period thereafter. DDR and RVI also entered into a tax matters agreement which governs the rights and responsibilities of the parties following the separation from DDR with respect to various tax matters, and provides for the allocation of tax-related assets, liabilities and obligations. The Company intends to elect to be treated as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2018, and intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods. Through June 30, 2018, the Company is operated as one segment, which owns, operates and finances shopping centers. The tenant base of the Company primarily includes national and regional retail chains and local retailers. Consequently, the Company’s credit risk is concentrated in the retail industry. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 2. The accompanying historical condensed combined financial statements and related notes of the Company do not represent the balance sheet, statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of DDR’s consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in combination. The preparation of these combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. These combined financial statements reflect the revenues and direct expenses of the RVI Predecessor and include material assets and liabilities of DDR that are specifically attributable to the Company. RVI Predecessor equity in these combined financial statements represents the excess of total assets over total liabilities. RVI Predecessor equity is impacted by contributions from and distributions to DDR, which are the result of treasury activities and net funding provided by or distributed to DDR prior to the separation from DDR, as well as the allocated costs and expenses described below. The combined financial statements also include the consolidated results of certain of the Company’s wholly-owned subsidiaries, as applicable. All significant inter-company balances and transactions have been eliminated in consolidation. The combined financial statements include the revenues and direct expenses of the RVI Predecessor. Certain direct costs historically paid by the properties but contracted through DDR include, but are not limited to, management fees, insurance, compensation costs and out-of-pocket expenses directly related to the management of the properties (Note 10). Further, the combined financial statements include an allocation of indirect costs and expenses incurred by DDR related to the Company, primarily consisting of compensation and other general and administrative costs that have been allocated using the relative percentage of property revenue of the Company and DDR management’s knowledge of the Company. In addition, the combined financial statements reflect interest expense on DDR unsecured debt, excluding debt that is specifically attributable to the Company (Note 5); interest expense was allocated by calculating the unencumbered net assets of each property held by the Company as a percentage of DDR’s total consolidated unencumbered net assets and multiplying that percentage by the interest expense on DDR unsecured debt. Included in the allocation of General and Administrative expenses for the six months ended June 30, 2018 and 2017, are employee separation charges aggregating $1.1 million and $3.7 million, respectively, related to DDR’s management transition and staffing reduction. The amounts allocated in the accompanying combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the RVI Predecessor been a separate independent entity. DDR believes the assumptions underlying DDR’s allocation of indirect expenses are reasonable. The Company will seek to realize value for its shareholders through operations and asset sales. However, these combined financial statements are presented on a going concern basis and, consequently, no adjustments to the combined financial statements have been made. Unaudited Interim Financial Statements These combined financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and six months ended June 30, 2018 and 2017, are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company’s condensed combined financial statements and notes thereto included in Amendment No. 1 to the Company’s Form 10 filed with the Securities and Exchange Commission on June 14, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. 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): Six Months Ended June 30, 2018 2017 Accounts payable related to construction in progress $ 10.1 $ 2.2 Receivable and reduction of real estate assets, net - related to hurricane 6.1 — Assumption of building due to ground lease termination 2.2 — New Accounting Standards Adopted Revenue Recognition On January 1, 2018, the Company adopted the new accounting guidance for Revenue from Contracts with Customers Real Estate Sales On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets New Accounting Standards to Be Adopted Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). Leases The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its combined financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard, including where the Company is a lessor under its tenant lease agreements and a lessee under its ground leases. The Company may have a change in presentation on its combined statements of operations with regards to Recoveries from Tenants, which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum rents in the combined statements of operations. In July 2018, the FASB approved targeted improvements to the Leases standard that provides lessors with a practical expedient, by class of underlying asset, to avoid separating non-lease components from the lease component of certain contracts. Such practical expedient is limited to circumstances in which (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the stand alone lease component would be classified as an operating lease if accounted for separately. The Company will elect the practical expedient which would allow the Company the ability to account for the combined component based on its predominant characteristics if the underlying asset meets the two criteria defined above. In addition, the Company has ground lease agreements in which the Company is the lessee for land beneath all or a portion of the buildings at two shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as a right of use asset and lease liability on its combined balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize initial direct costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its combined financial statements. Accounting for Credit Losses In June 2016, the FASB issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date. The guidance requires the use of a new current expected credit loss ("CECL") model in estimating allowances for doubtful accounts with respect to accounts receivable, straight-line rents receivable and notes receivable. The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2019. The Company is in the process of evaluating the impact of this guidance. |
Other Assets and Intangibles
Other Assets and Intangibles | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets and Intangibles | 4. Other assets and intangibles consist of the following (in thousands): June 30, 2018 December 31, 2017 Intangible assets: In-place leases, net $ 21,941 $ 28,779 Above-market leases, net 2,823 3,640 Lease origination costs, net 3,267 4,203 Tenant relationships, net 26,494 30,873 Total intangible assets, net (A) $ 54,525 $ 67,495 Other assets: Prepaid expenses, net (B) $ 3,557 $ 6,247 Deposits 245 231 Other assets (C) 4,861 97 Total other assets, net $ 8,663 $ 6,575 Accounts payable and other liabilities: Below-market leases, net (A) $ (47,444 ) $ (53,399 ) (A) In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. (B) Includes Puerto Rico prepaid tax assets of $4.0 million at December 31, 2017, net of a valuation allowance of $11.3 million. In connection with the separation from DDR, the remaining $4.0 million prepaid tax asset was written off to Tax Expense in the Company’s combined statements of operations. (C) Includes $4.8 million fair value of an interest rate cap at June 30, 2018, related to the $1.35 billion mortgage loan entered into in February 2018 in connection with the separation from DDR (Note 5). |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Indebtedness | 5. Mortgages Payable On February 14, 2018, certain wholly-owned subsidiaries of the Company entered into a mortgage loan with an initial aggregate principal amount of $1.35 billion. The borrowers’ obligations to pay principal, interest and other amounts under the mortgage loan are evidenced by certain promissory notes executed by the borrowers, which are referred to collectively as the notes, which are secured by, among other things: (i) mortgages encumbering the borrowers’ respective continental U.S. properties (a total of an initial 38 properties); (ii) a pledge of the equity of the Company’s subsidiaries that own the 12 Puerto Rico properties and a pledge of rents and other cash flows, insurance proceeds and condemnation awards in connection with the 12 Puerto Rico properties; and (iii) a pledge of any reserves and accounts of any borrower. Subsequent to closing, the originating lenders placed the notes into a securitization trust that issued and sold mortgage-backed securities to investors. The loan facility will mature on February 9, 2021, subject to two one-year extensions at borrowers’ option conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case of the first one-year extension option, evidence that the Debt Yield (as defined and calculated in accordance with the loan agreement, but which is the ratio of net operating income of the continental U.S. properties to the outstanding principal amount of the loan facility) equals or exceeds 11% and the ratio of the outstanding principal amount of the notes to the value of the continental U.S. properties (based on appraisal values determined at the time of the initial closing) is less than 50%, and (iii) in the case of the second one-year extension option, evidence that the Debt Yield equals or exceeds 12% and the loan-to-value ratio is less than 45%. The initial weighted-average interest rate applicable to the notes is equal to one-month LIBOR plus a spread of 3.15% per annum, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the first extension option and an additional increase of 0.25% per annum in connection with any exercise of the second extension option. Borrowers are required to maintain an interest rate cap with respect to the principal amount of the notes having (i) during the initial three-year term of the loan, a LIBOR strike rate equal to 3.0% and (ii) with respect to any extension period, a LIBOR strike rate that would result in a debt service coverage ratio of 1.20x based on the continental U.S. properties. Mortgage-backed securities securitized by the notes were sold by the lenders to investors at a blended rate (prior to exercise of any extension option) of one-month LIBOR plus a spread of 2.91% per annum; the spread paid by the Company increased to 3.15% per annum based on terms included in the originating lenders’ initial financing commitment to borrowers. Application of voluntary prepayments as described below may cause the weighted-average interest rate to increase over time. The loan facility is structured as an interest only loan throughout the initial three-year term and any exercised extension options. As a result, so long as no Amortization Period (as described below) or event of default exists, any property cash flows available following payment of debt service and funding of certain required reserve accounts (including reserves for payment of real estate taxes, insurance premiums, ground rents, tenant improvements and capital expenditures), will be available to the borrowers to pay operating expenses and for other general corporate purposes. An Amortization Period will be deemed to commence in the event the borrowers fail to achieve a Debt Yield of 10.8% as of March 31, 2019, 11.9% as of September 30, 2019, 14.1% as of March 31, 2020 and 19.2% as of September 30, 2020. The Debt Yield as of February 14, 2018 was 9.8%. In the event an Amortization Period occurs, any property cash flows available following payment of debt service and the funding of certain reserve accounts (including the reserve accounts referenced above and additional reserves established for payment of approved operating expenses, DDR management fees, certain public company costs, certain taxes and the minimum cash portion of required REIT distributions) shall be applied to the repayment of the notes. During an Amortization Period, cash flow from the borrowers’ operations will only be made available to the Company to pay required REIT distributions in an amount equal to the minimum portion of required REIT distributions allowed by law to be paid in cash (20% as of June 30, 2018), with the remainder of required REIT distributions during an Amortization Period likely to be paid by the Company in shares of the Company’s common stock. Subject to certain conditions described in the mortgage loan agreement, the borrowers may prepay principal amounts outstanding under the loan facility in whole or in part by providing (i) advance notice of prepayment to the lenders and (ii) remitting the prepayment premium described in the mortgage loan agreement. No prepayment premium is required with respect to any prepayments made after March 9, 2019. Additionally, no prepayment premium will apply to prepayments made in connection with permitted property sales. Each continental U.S. property has a portion of the original principal amount of the mortgage loan allocated to it. The amount of proceeds from the sale of an individual continental U.S. property required to be applied towards prepayment of the notes (i.e., the property’s “release price”), will depend upon the Debt Yield at the time of the sale as follows: • if the Debt Yield is less than or equal to 12.0%, the release price is the greater of (i) 100% of the property’s net sale proceeds and (ii) 110% of its allocated loan amount; • if the Debt Yield is greater than 12.0% but less than or equal to 15.0%, the release price is the greater of (i) 90% of the property’s net sale proceeds and (ii) 105% of its allocated loan amount; and • if the Debt Yield is greater than 15.0%, the release price is the greater of (i) 80% of the property’s net sale proceeds and (ii) 100% of its allocated loan amount. To the extent the net cash proceeds from the sale of a continental U.S. property that are applied to repay the mortgage loan exceed the amount specified in applicable clause (ii) above with respect to such property, the excess may be applied by the Company as a credit against the release price applicable to future sales of continental U.S. properties. Once the aggregate principal amount of the notes is less than $270.0 million, 100% of net proceeds from the sales of continental U.S. properties must be applied towards prepayment of the notes. Properties in Puerto Rico do not have allocated loan amounts or minimum release prices; all proceeds from sales of Puerto Rico properties are required to be used to prepay the notes, except that borrowers can obtain a release of all of the Puerto Rico properties for a minimum release price of $350.0 million. Voluntary prepayments made by the borrowers (including prepayments made with proceeds from asset sales) up to $337.5 million in the aggregate will be applied ratably to the senior and junior tranches of the notes. All other prepayments (including prepayments made with property cash flows following commencement of any Amortization Period) will be applied to tranches of notes (i) absent an event of default, in descending order of seniority (i.e., such prepayments will first be applied to the most senior tranches of notes) and (ii) following any event of default, in such order as the loan servicer determines in its sole discretion. As a result, the Company expects that the weighted average interest rate of the notes will increase during the term of the loan facility. In the event of a default, the contract rate of interest on the notes will increase to the lesser of (i) the maximum rate allowed by law, or (ii) the greater of (A) 4% above the interest rate otherwise applicable and (B) the Prime Rate (as defined in the mortgage loan) plus 1.0%. The notes contain other terms and provisions that are customary for instruments of this nature. In addition, the Company executed a certain environmental indemnity agreement and a certain guaranty agreement in favor of the lenders under which the Company agreed to indemnify the lenders for certain environmental risks and guaranty the borrowers’ obligations under the exceptions to the non-recourse provisions in the mortgage loan agreement. The mortgage loan agreement includes representations, warranties, affirmative and restrictive covenants and other provisions customary for agreements of this nature. The mortgage loan agreement also includes customary events of default, including, among others, principal and interest payment defaults, and breaches of affirmative or negative covenants; the mortgage loan agreement does not contain any financial maintenance covenants. Upon the occurrence of an event of default, the lenders may avail themselves of various customary remedies under the loan agreement and other agreements executed in connection therewith or applicable law, including accelerating the loan facility and realizing on the real property collateral or pledged collateral. The proceeds from the loan were used to repay all of the Company’s outstanding mortgage indebtedness and Parent Company unsecured debt. In connection with the repayment of debt, the Company incurred $107.1 million of aggregate debt extinguishment costs. Included in this amount, are $70.9 million of make-whole premiums incurred related to the repayment of the Parent Company unsecured debt, $20.3 million of make-whole premiums incurred related to the repayment of the mortgage indebtedness, as well as the write off of unamortized deferred financing costs and the cost of a treasury rate lock. At June 30, 2018, the mortgage balance outstanding was $1.27 billion. This mortgage was assumed in connection with the separation from DDR Allocated Parent Company Interest Included in interest expense was $4.4 million for the three and six months ended June 30, 2018 and $8.3 million and $16.5 million, respectively, for the three and six months ended June 30, 2017 of interest expense on DDR’s unsecured debt, excluding debt that was specifically attributable to RVI. Interest expense was allocated by calculating the unencumbered net assets of each property held by RVI as a percentage of DDR’s total consolidated unencumbered net assets and multiplying that percentage by the interest expense on DDR unsecured debt (Note 2). |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 6. The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and, Accounts Payable and Other Liabilities The carrying amounts reported in the Company’s combined balance sheets for these financial instruments approximated fair value because of their short-term maturities. Debt The fair market value of the Parent Company unsecured debt is determined using the trading price of DDR’s public debt. The fair market value for all other debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value. The Company’s Parent Company unsecured debt and all other debt are classified as Level 2 and Level 3, respectively, in the fair value hierarchy. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Debt instruments with carrying values that are different than estimated fair values are summarized as follows (in thousands): June 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Parent Company unsecured debt $ — $ — $ 813,308 $ 841,440 Mortgage indebtedness 1,241,805 1,271,963 320,844 329,161 $ 1,241,805 $ 1,271,963 $ 1,134,152 $ 1,170,601 Interest Rate Cap In March 2018, the Company entered into a $1.35 billion interest rate cap, in connection with entering into the mortgage loan (Note 5). At June 30, 2018, the notional amount of the interest rate cap was $1.27 billion. The fair value of the interest rate cap was $4.8 million at June 30, 2018, and was included in Other Assets. Changes in fair value are marked-to-market to earnings in Other Income (Expense). For the three and six months ended June 30, 2018, the Company recorded income of $0.4 million and $0.2 million, respectively. The Company did not elect to apply hedge accounting related to the interest rate cap and has applied the guidance under economic hedging. As such, the Company has elected the policy to classify cash flows related to an economic hedge following the cash flows of the hedged item. The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements. The valuation of this instrument was determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the derivative. The Company determined that the significant inputs used to value this derivative fell within Level 2 of the fair value hierarchy. To accomplish this objective, the Company generally uses interest rate instruments as part of its interest rate risk management strategy. The Company is exposed to credit risk in the event of non-performance by the counterparties. The Company believes it mitigates its credit risk by entering into these arrangements with major financial institutions. The Company continually monitors and actively manages interest costs on it variable-rate debt portfolio and may enter into additional interest rate positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Preferred Stock | 7. Preferred Stock On June 30, 2018, the Company issued 1,000 shares of its series A preferred stock (the “RVI Preferred Shares”) to DDR, which are noncumulative and have no mandatory dividend rate. The RVI Preferred Shares rank, with respect to dividend rights, and rights upon liquidation, dissolution or winding up of the Company, senior in preference and priority to the Company’s common shares and any other class or series of the Company’s capital stock. Subject to the requirement that the Company distribute to its common shareholders the minimum amount required to be distributed with respect to any taxable year in order for the Company to maintain its status as a REIT and to avoid U.S. federal income taxes, the RVI Preferred Shares will be entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount may increase by up to an additional $10 million if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceeds $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are only entitled to receive dividends when, as and if declared by the Company’s board of directors and the Company’s ability to pay dividends is subject to any restrictions set forth in the terms of its indebtedness. Upon payment to DDR of aggregate dividends on the RVI Preferred Shares equaling the maximum preference amount of $200 million, the RVI Preferred Shares are required to be redeemed by the Company for $1.00 per share. Subject to the terms of any of the Company’s indebtedness, and unless prohibited by Ohio law governing distributions to stockholders, the RVI Preferred Shares must be redeemed upon (i) the Company’s failure to maintain its status as a REIT, (ii) any failure by the Company to comply with the terms of the RVI Preferred Shares or (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any person or entity or any person or entity, directly or indirectly, becomes the beneficial owner of 40% or more of the Company’s common shares, measured by voting power. The RVI Preferred Shares also contain restrictions on the Company’s ability to invest in joint ventures, acquire assets or properties, develop or redevelop real estate or make loans or advances to third parties. The Company may redeem the RVI Preferred Shares, or any part thereof, at any time at a price payable per share calculated by dividing the number of RVI Preferred Shares outstanding on the redemption date into the difference of (x) $200 million minus (y) the aggregate amount of dividends previously distributed on the RVI Preferred Shares to be redeemed. The RVI Preferred Stock is classified as Preferred Redeemable Equity outside of permanent Equity in the combined balance sheet due to the redemption provisions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8 . Hurricane Loss In 2017, Hurricane Maria made landfall in Puerto Rico. At June 30, 2018, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA. One of the 12 assets (Plaza Palma Real, consisting of approximately 0.4 million of Company-owned GLA) was severely damaged and is currently not operational, except for one anchor tenant and a few other tenants representing a minimal amount of Company-owned GLA. The other 11 assets sustained varying degrees of damage, consisting primarily of roof and HVAC system damage and water intrusion. With respect to the Company’s anchor spaces comprising greater than 25,000 square feet of GLA in Puerto Rico, 27, or 82% of such tenants, were open as of July 25, 2018, including all seven Walmart stores, a Sam’s Club, both Home Depot stores, all three Sears/Kmart stores and all five grocery stores (including Pueblo, Econo and Selectos Supermarket). Although some tenant spaces remain untenantable, as of July 25, 2018, 86% of the Company’s leased GLA in Puerto Rico was open for business, excluding Plaza Palma Real (or 82% including Plaza Palma Real). The Company has engaged various consultants to assist with the damage scoping assessment. The Company continues to work with its consultants to finalize the scope and schedule of work to be performed. Restoration work is underway at all of the shopping centers, including Plaza Palma Real. The Company anticipates that repairs will be substantially complete at all 12 properties by the third quarter of 2019. The timing and schedule of additional repair work to be completed are highly dependent upon any changes in the scope of work, as well as the availability of building materials, supplies and skilled labor. The Company maintains insurance on its assets in Puerto Rico with policy limits of approximately $330 million for both property damage and business interruption. The Company’s insurance policies are subject to various terms and conditions, including a combined property damage and business interruption deductible of approximately $6.0 million. The Company expects that its insurance for property damage and business interruption claims will include the costs to clean up, repair and rebuild the properties, as well as lost revenue. Certain continental-U.S.-based anchor tenants maintain their own property insurance on their Company-owned premises and are expected to make the required repairs to their stores. The Company is unable to estimate the impact of potential increased costs associated with resource constraints in Puerto Rico relating to building materials, supplies and labor. The Company believes it maintains adequate insurance coverage on each of its properties and is working closely with the insurance carriers to obtain the maximum amount of insurance recovery provided under the policies. However, the Company can give no assurances as to the amounts of such claims, timing of payments and resolution of the claims. As of June 30, 2018, the estimated net book value of the property damage written off for damage to the Company’s Puerto Rico assets was $78.8 million. However, the Company continues to assess the impact of the hurricane on its properties, and the final net book value write-offs could vary significantly from this estimate. Any changes to this estimate will be recorded in the periods in which they are determined. The Company’s Property Insurance Receivable was $49.2 million at June 30, 2018, which represents estimated insurance recoveries related to the net book value of the property damage written off, as well as other expenses, as the Company believes it is probable that the insurance recovery, net of the deductible, will exceed the net book value of the damaged property. The outstanding receivable is recorded as Property Insurance Receivable on the Company’s combined balance sheet as of June 30, 2018. The Company received an additional $20.2 million toward the property damage portion of its insurance claim in the second quarter. The Company’s business interruption insurance covers lost revenue through the period of property restoration and for up to 365 days following completion of restoration. For the three and six months ended June 30, 2018, rental revenues of $2.8 million and $6.6 million, respectively, were not recorded because of lost tenant revenue attributable to Hurricane Maria that has been partially defrayed by insurance proceeds. The Company will record revenue for covered business interruption in the period it determines that it is probable it will be compensated. This income recognition criteria will likely result in business interruption insurance proceeds being recorded in a period subsequent to the period that the Company experiences lost revenue from the damaged properties. For the three and six months ended June 30, 2018, the Company received insurance proceeds of approximately $3.1 million and $5.1 million, respectively, related to business interruption claims, which is recorded on the Company’s combined statements of operations as Business Interruption Income. Pursuant to the terms of the Separation and Distribution Agreement in connection with the separation from DDR, DDR will be entitled to insurance claim proceeds for unreimbursed restoration costs incurred through June 30, 2018, as well as business interruption losses for the same period. Business interruption proceeds will continue to be recorded to revenue in the period that it is determined that DDR will be compensated. Commitments and Guaranties The Company has entered into agreements with general contractors related to its shopping centers aggregating commitments of approximately $20.6 million as of June 30, 2018. |
Impairment Charges
Impairment Charges | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment Charges | 9 . DDR’s senior management recorded impairment charges on assets included in RVI Predecessor based on the difference between the carrying value of the assets and the estimated fair market value of $48.7 million and $8.6 million for the six months ended June 30, 2018 and 2017, respectively. The impairments recorded on eight assets during six months ended June 30, 2018 primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process. The impairments recorded during the three and six months ended June 30, 2017 primarily were triggered by changes in asset hold-period assumptions and/or expected future cash flows. Items Measured at Fair Value on a Non-Recurring Basis The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each asset, as well as the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company considers multiple valuation techniques when measuring fair value of real estate. However, in certain circumstances, a single valuation technique may be appropriate. For operational real estate assets, the significant assumptions included the capitalization rate used in the income capitalization valuation as well as the projected property net operating income. These valuation adjustments were calculated based on market conditions and assumptions made by DDR at the time the valuation adjustments and impairments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change. The following table presents information about the Company’s impairment charges on nonfinancial assets that were measured on a fair value basis for the six months ended June 30, 2018. The table also indicates the fair value hierarchy of the valuation techniques used by DDR to determine such fair value (in millions). Fair Value Measurements Level 1 Level 2 Level 3 Total Total Impairment Charges Long-lived assets held and used June 30, 2018 $ — $ — $ 403.4 $ 403.4 $ 48.7 The following table presents quantitative information about the significant unobservable inputs used by DDR management to determine the fair value of non-recurring items (in millions): Quantitative Information about Level 3 Fair Value Measurements Fair Value at Range Description June 30, 2018 Valuation Technique Unobservable Inputs 2018 Impairment of combined assets $ 162.4 Indicative Bid (A) Indicative Bid (A) N/A 241.0 Income Capitalization Approach Market Capitalization Rate 7.4%-9.3% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to DDR’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. |
Transactions with Parent Compan
Transactions with Parent Company | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Parent Company | 10 . The following table presents fees and other amounts charged to the Company by DDR for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Management fees (A) $ 3,462 $ 3,420 $ 6,819 $ 6,972 Leasing commissions (B) 982 — 982 — Insurance premiums (C) 1,047 1,000 2,084 2,009 Maintenance services and other (D) 518 624 1,085 1,231 Disposition fees (E) 1,058 — 1,058 — $ 7,067 $ 5,044 $ 12,028 $ 10,212 (A) Management fees are generally calculated based on a percentage of tenant cash receipts for each property pursuant to its property management arrangements. (B) Leasing commissions represent fees charged for the execution of the leasing of retail space. Leasing commissions are included within Operating and Maintenance on the combined statements of operations. (C) DDR arranged for insurance coverage for the 38 properties in the continental U.S. from insurers authorized to do business in the United States, which provide liability and property coverage. The Company remitted to DDR insurance premiums associated with these insurance policies. Insurance premiums are included within Operating and Maintenance on the combined statements of operations. (D) Maintenance services represents 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 on the combined statements of operations. (E) Disposition fees equal 1% of the gross sales price of each asset sold (two assets sold in the second quarter of 2018). As of June 30, 2018 and December 31, 2017, the Company had amounts payable to DDR of $0.2 million in both periods. The amounts are included within accounts payable and other liabilities, on the combined balance sheet and represent amounts owed to DDR for the services and fees discussed above. Net Transactions with DDR shown in the combined statements of equity include contributions from and distributions to DDR, which are the result of treasury activities and net funding provided by or distributed to DDR prior to the separation from DDR in addition to the indirect costs and expenses allocated to RVI Predecessor by DDR as described in Note 2. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Asset Sales From July 1, 2018 to August 1, 2018, the Company sold three shopping centers for $66.3 million. Net proceeds were used to repay mortgage debt outstanding. Credit Agreement On July 2, 2018, the Company entered into a Credit Agreement (the “Revolving Credit Agreement”), among the Company, the lenders named therein and PNC Bank, National Association, as administrative agent (“PNC”). The Revolving Credit Agreement provides for borrowings of up to $30 million. Borrowings under the Revolving Credit Agreement may be used by the Company for general corporate purposes and working capital. The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio. The Revolving Credit Agreement contains certain financial and operating covenants, including, among other things, a net worth covenant, as well as limitations on the Company’s ability to incur additional indebtedness and engage in mergers. The Revolving Credit Agreement also contains customary default provisions including the failure to make timely payments of principal and interest, the failure to comply with financial and operating covenants, and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. The Revolving Credit Agreement matures on the earliest to occur of (i) February 9, 2021, (ii) the date on which the External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of DDR ceases to be the “Service Provider” under the External Management Agreement as a result of assignment or operation of law or otherwise, and (iv) the date on which the principal amount outstanding under the Company’s $1.35 billion mortgage loan is repaid or refinanced. The Company’s obligations under the Revolving Credit Agreement are guaranteed by DDR. In consideration thereof, on July 2, 2018, the Company entered into a guaranty fee and reimbursement letter agreement with DDR pursuant to which the Company has agreed to pay to DDR the following amounts: (i) an annual guaranty commitment fee of 0.20% of the aggregate commitments under the Revolving Credit Agreement, (ii) for all times other than those referenced in clause (iii) below, when any amounts are outstanding under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of outstanding letters of credit and (iii) in the event DDR pays any amounts to PNC pursuant to DDR’s guaranty and the Company fails to reimburse DDR for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest which will accrue from the date of such payment by DDR until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Standards Adopted and to Be Adopted | New Accounting Standards Adopted Revenue Recognition On January 1, 2018, the Company adopted the new accounting guidance for Revenue from Contracts with Customers Real Estate Sales On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets New Accounting Standards to Be Adopted Accounting for Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). Leases The Company is in the process of evaluating the impact that the adoption of ASU No. 2016-02 will have on its combined financial statements and disclosures. The Company has currently identified several areas within its accounting policies it believes could be impacted by the new standard, including where the Company is a lessor under its tenant lease agreements and a lessee under its ground leases. The Company may have a change in presentation on its combined statements of operations with regards to Recoveries from Tenants, which includes reimbursements from tenants for certain operating expenses, real estate taxes and insurance. The Company also has certain lease arrangements with its tenants for space at its shopping centers in which the contractual amounts due under the lease by the lessee are not allocated between the rental and expense reimbursement components (“Gross Leases”). The aggregate revenue earned under Gross Leases is presented as Minimum rents in the combined statements of operations. In July 2018, the FASB approved targeted improvements to the Leases standard that provides lessors with a practical expedient, by class of underlying asset, to avoid separating non-lease components from the lease component of certain contracts. Such practical expedient is limited to circumstances in which (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the stand alone lease component would be classified as an operating lease if accounted for separately. The Company will elect the practical expedient which would allow the Company the ability to account for the combined component based on its predominant characteristics if the underlying asset meets the two criteria defined above. In addition, the Company has ground lease agreements in which the Company is the lessee for land beneath all or a portion of the buildings at two shopping centers. Currently, the Company accounts for these arrangements as operating leases. Under the new standard, the Company will record its rights and obligations under these leases as a right of use asset and lease liability on its combined balance sheets. The Company is currently in the process of evaluating the inputs required to calculate the amount that will be recorded on its balance sheet for each ground lease. Lastly, this standard impacts the lessor’s ability to capitalize initial direct costs related to the leasing of vacant space. However, the Company does not believe this change regarding capitalization will have a material impact on its combined financial statements. Accounting for Credit Losses In June 2016, the FASB issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date. The guidance requires the use of a new current expected credit loss ("CECL") model in estimating allowances for doubtful accounts with respect to accounts receivable, straight-line rents receivable and notes receivable. The CECL model requires that the Company estimate its lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the estimated net amounts expected to be collected. This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2019. The Company is in the process of evaluating the impact of this guidance. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): Six Months Ended June 30, 2018 2017 Accounts payable related to construction in progress $ 10.1 $ 2.2 Receivable and reduction of real estate assets, net - related to hurricane 6.1 — Assumption of building due to ground lease termination 2.2 — |
Other Assets and Intangibles (T
Other Assets and Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Components of Other Assets and Intangibles | Other assets and intangibles consist of the following (in thousands): June 30, 2018 December 31, 2017 Intangible assets: In-place leases, net $ 21,941 $ 28,779 Above-market leases, net 2,823 3,640 Lease origination costs, net 3,267 4,203 Tenant relationships, net 26,494 30,873 Total intangible assets, net (A) $ 54,525 $ 67,495 Other assets: Prepaid expenses, net (B) $ 3,557 $ 6,247 Deposits 245 231 Other assets (C) 4,861 97 Total other assets, net $ 8,663 $ 6,575 Accounts payable and other liabilities: Below-market leases, net (A) $ (47,444 ) $ (53,399 ) (A) In the event a tenant terminates its lease prior to the contractual expiration, the unamortized portion of the related intangible asset or liability is written off. (B) Includes Puerto Rico prepaid tax assets of $4.0 million at December 31, 2017, net of a valuation allowance of $11.3 million. In connection with the separation from DDR, the remaining $4.0 million prepaid tax asset was written off to Tax Expense in the Company’s combined statements of operations. (C) Includes $4.8 million fair value of an interest rate cap at June 30, 2018, related to the $1.35 billion mortgage loan entered into in February 2018 in connection with the separation from DDR (Note 5). |
Financial Instruments and Fai20
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Debt Instruments with Carrying Values Different than Estimated Fair Values | Debt instruments with carrying values that are different than estimated fair values are summarized as follows (in thousands): June 30, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Parent Company unsecured debt $ — $ — $ 813,308 $ 841,440 Mortgage indebtedness 1,241,805 1,271,963 320,844 329,161 $ 1,241,805 $ 1,271,963 $ 1,134,152 $ 1,170,601 |
Impairment Charges (Tables)
Impairment Charges (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges Measured at Fair Value on Non-Recurring Basis | The following table presents information about the Company’s impairment charges on nonfinancial assets that were measured on a fair value basis for the six months ended June 30, 2018. The table also indicates the fair value hierarchy of the valuation techniques used by DDR to determine such fair value (in millions). Fair Value Measurements Level 1 Level 2 Level 3 Total Total Impairment Charges Long-lived assets held and used June 30, 2018 $ — $ — $ 403.4 $ 403.4 $ 48.7 |
Summary of Significant Unobservable Inputs | The following table presents quantitative information about the significant unobservable inputs used by DDR management to determine the fair value of non-recurring items (in millions): Quantitative Information about Level 3 Fair Value Measurements Fair Value at Range Description June 30, 2018 Valuation Technique Unobservable Inputs 2018 Impairment of combined assets $ 162.4 Indicative Bid (A) Indicative Bid (A) N/A 241.0 Income Capitalization Approach Market Capitalization Rate 7.4%-9.3% (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to DDR’s corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values. |
Transactions with Parent Comp22
Transactions with Parent Company (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Other Amounts Charged to Company | The following table presents fees and other amounts charged to the Company by DDR for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Management fees (A) $ 3,462 $ 3,420 $ 6,819 $ 6,972 Leasing commissions (B) 982 — 982 — Insurance premiums (C) 1,047 1,000 2,084 2,009 Maintenance services and other (D) 518 624 1,085 1,231 Disposition fees (E) 1,058 — 1,058 — $ 7,067 $ 5,044 $ 12,028 $ 10,212 (A) Management fees are generally calculated based on a percentage of tenant cash receipts for each property pursuant to its property management arrangements. (B) Leasing commissions represent fees charged for the execution of the leasing of retail space. Leasing commissions are included within Operating and Maintenance on the combined statements of operations. (C) DDR arranged for insurance coverage for the 38 properties in the continental U.S. from insurers authorized to do business in the United States, which provide liability and property coverage. The Company remitted to DDR insurance premiums associated with these insurance policies. Insurance premiums are included within Operating and Maintenance on the combined statements of operations. (D) Maintenance services represents 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 on the combined statements of operations. (E) Disposition fees equal 1% of the gross sales price of each asset sold (two assets sold in the second quarter of 2018). |
Nature of Business - Additional
Nature of Business - Additional Information (Details) ft² in Millions | Jul. 01, 2018ft²PortfolioAssetShoppingCenterState | Jun. 30, 2018USD ($)shares |
Nature of Business [Line Items] | ||
Maximum increase in preferred stock amount | $ 10,000,000 | |
Series A Preferred Stock | ||
Nature of Business [Line Items] | ||
Preferred stock, value | $ 190,000,000 | |
Separation and Distribution Agreement | ||
Nature of Business [Line Items] | ||
Spin-off record date | June 26, 2018 | |
Spin off distribution description | holders of DDR’s common shares received one common share of RVI for every ten shares of DDR common stock held on the record date | |
Separation and Distribution Agreement | Series A Preferred Stock | ||
Nature of Business [Line Items] | ||
Number of shares retained in connection with agreement | shares | 1,000 | |
Preferred stock, value | $ 190,000,000 | |
Maximum increase in preferred stock amount | $ 10,000,000 | |
Subsequent Event | ||
Nature of Business [Line Items] | ||
Square feet of gross leasable area of portfolio assets | ft² | 16 | |
Number of states | State | 17 | |
Subsequent Event | Separation and Distribution Agreement | ||
Nature of Business [Line Items] | ||
Percentage of distribution of outstanding common shares rights to holders | 100.00% | |
Subsequent Event | Separation and Distribution Agreement | Common Stock | ||
Nature of Business [Line Items] | ||
Share exchange ratio under agreement | 0.1 | |
DDR Corp | Subsequent Event | ||
Nature of Business [Line Items] | ||
Number of portfolio assets in connection with spin off | PortfolioAsset | 48 | |
DDR Corp | U.S. | Subsequent Event | ||
Nature of Business [Line Items] | ||
Number of shopping centers subject to spin off | ShoppingCenter | 36 | |
DDR Corp | Puerto Rico | Subsequent Event | ||
Nature of Business [Line Items] | ||
Number of shopping centers subject to spin off | ShoppingCenter | 12 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
General and Administrative Expense | ||
Basis of Presentation [Line Items] | ||
Employee separation charges | $ 1.1 | $ 3.7 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts payable related to construction in progress | $ 10.1 | $ 2.2 |
Receivable and reduction of real estate assets, net - related to hurricane | 6.1 | |
Building | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Assumption of building due to ground lease termination | $ 2.2 |
Other Assets and Intangibles -
Other Assets and Intangibles - Components of Other Assets and Intangibles (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Intangible assets: | ||
Total intangible assets, net | $ 54,525 | $ 67,495 |
Other assets: | ||
Prepaid expenses, net | 3,557 | 6,247 |
Deposits | 245 | 231 |
Other assets | 4,861 | 97 |
Total other assets, net | 8,663 | 6,575 |
Accounts payable and other liabilities: | ||
Below-market leases, net | (47,444) | (53,399) |
In-Place Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 21,941 | 28,779 |
Above-Market Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 2,823 | 3,640 |
Lease Origination Costs, Net | ||
Intangible assets: | ||
Total intangible assets, net | 3,267 | 4,203 |
Tenant Relationships, Net | ||
Intangible assets: | ||
Total intangible assets, net | $ 26,494 | $ 30,873 |
Other Assets and Intangibles 27
Other Assets and Intangibles - Components of Other Assets and Intangibles (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2017 |
Other Assets [Line Items] | |||
Mortgage indebtedness | $ 1,241,805 | $ 320,844 | |
Mortgages Indebtedness | |||
Other Assets [Line Items] | |||
Mortgage indebtedness | 1,270,000 | ||
Interest Rate Cap | |||
Other Assets [Line Items] | |||
Fair value of interest rate cap | 4,800 | ||
Interest Rate Cap | Mortgages Indebtedness | |||
Other Assets [Line Items] | |||
Mortgage indebtedness | 1,350,000 | ||
DDR Corp | Interest Rate Cap | |||
Other Assets [Line Items] | |||
Fair value of interest rate cap | 4,800 | ||
DDR Corp | Interest Rate Cap | Mortgages Indebtedness | |||
Other Assets [Line Items] | |||
Mortgage indebtedness | $ 1,350,000 | ||
Puerto Rico | DDR Corp | |||
Other Assets [Line Items] | |||
Prepaid tax assets expenses | 4,000 | ||
Net of valuation allowance | $ 11,300 | ||
Prepaid asset written off to tax expense | $ 4,000 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | Feb. 14, 2018USD ($)ShoppingCenterOption | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||
Mortgage indebtedness | $ 1,241,805,000 | $ 1,241,805,000 | $ 320,844,000 | ||||||||
Promissory Notes | First One-year Extension Option | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 11.00% | ||||||||||
Promissory Notes | First One-year Extension Option | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan-to-value ratio | 50.00% | ||||||||||
Promissory Notes | Second One-year Extension Option | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 12.00% | ||||||||||
Promissory Notes | Second One-year Extension Option | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loan-to-value ratio | 45.00% | ||||||||||
Mortgages Indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Mortgage indebtedness | 1,270,000,000 | $ 1,270,000,000 | |||||||||
Mortgage Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument extension options maturity period | 3 years | ||||||||||
Debt yield ratio | 9.80% | ||||||||||
Minimum percentage distribution of REIT | 20.00% | ||||||||||
Prepayment premium amount expected to be paid in future | $ 0 | ||||||||||
Repayment of aggregate debt extinguishment costs incurred | $ 107,100,000 | ||||||||||
Mortgage Loan | Scenario Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 19.20% | 14.10% | 11.90% | 10.80% | |||||||
Mortgage Loan | Mortgage-backed Securities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate description | one-month LIBOR plus a spread of 2.91% per annum | ||||||||||
Mortgage Loan | Mortgage-backed Securities | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Specified spread line of credit facility | 2.91% | ||||||||||
Mortgage Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 15.00% | ||||||||||
Mortgage Loan | Debt Yield Less Than or Equal to 12.0% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 12.00% | ||||||||||
Percentage of property’s net sale proceeds | 100.00% | ||||||||||
Allocated loan amount percentage | 110.00% | ||||||||||
Mortgage Loan | Debt Yield is Greater Than 12.0% But Less Than or Equal to 15.0% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of property’s net sale proceeds | 90.00% | ||||||||||
Allocated loan amount percentage | 105.00% | ||||||||||
Mortgage Loan | Debt Yield is Greater Than 12.0% But Less Than or Equal to 15.0% | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 12.00% | ||||||||||
Mortgage Loan | Debt Yield is Greater Than 12.0% But Less Than or Equal to 15.0% | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt yield ratio | 15.00% | ||||||||||
Mortgage Loan | Debt Yield Greater Than 15.0% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of property’s net sale proceeds | 80.00% | ||||||||||
Allocated loan amount percentage | 100.00% | ||||||||||
Mortgage Loan | U.S. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of property’s net sale proceeds | 100.00% | ||||||||||
Mortgage Loan | Puerto Rico | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Minimum release price of properties | $ 350,000,000 | ||||||||||
Mortgage Loan | Promissory Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Mortgage indebtedness | $ 1,350,000,000 | ||||||||||
Debt instrument maturity date | Feb. 9, 2021 | ||||||||||
Debt instrument number of extension options | Option | 2 | ||||||||||
Debt instrument extension options maturity period | 1 year | ||||||||||
Debt instrument, conditions for extension options | two one-year extensions at borrowers’ option conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case of the first one-year extension option, evidence that the Debt Yield (as defined and calculated in accordance with the loan agreement, but which is the ratio of net operating income of the continental U.S. properties to the outstanding principal amount of the loan facility) equals or exceeds 11% and the ratio of the outstanding principal amount of the notes to the value of the continental U.S. properties (based on appraisal values determined at the time of the initial closing) is less than 50%, and (iii) in the case of the second one-year extension option, evidence that the Debt Yield equals or exceeds 12% and the loan-to-value ratio is less than 45%. | ||||||||||
Interest rate description | one-month LIBOR plus a spread of 3.15% per annum | ||||||||||
Percentage of increase in debt instrument exercise of first extension option | 0.25% | ||||||||||
Percentage of increase in debt instrument exercise of second extension option | 0.25% | ||||||||||
Derivative cap interest rate | 3.00% | ||||||||||
Debt service coverage ratio | 120.00% | ||||||||||
Description of event of default | In the event of a default, the contract rate of interest on the notes will increase to the lesser of (i) the maximum rate allowed by law, or (ii) the greater of (A) 4% above the interest rate otherwise applicable and (B) the Prime Rate (as defined in the mortgage loan) plus 1.0%. The notes contain other terms and provisions that are customary for instruments of this nature. | ||||||||||
Rate of interest in event of default | 4.00% | ||||||||||
Additional interest percentage to prime rate in event of default | 1.00% | ||||||||||
Mortgage Loan | Promissory Notes | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Specified spread line of credit facility | 3.15% | ||||||||||
Mortgage Loan | Promissory Notes | U.S. | Tranche One | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount of notes triggering all sales proceeds to be applied towards repayment of notes | $ 270,000,000 | ||||||||||
Mortgage Loan | Senior and Junior Tranches of Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Voluntary prepayments of debt | $ 337,500,000 | ||||||||||
Mortgage Loan | DDR Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment on mortgage indebtedness | 70,900,000 | ||||||||||
Mortgage Loan | Mortgages Indebtedness | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payment on parent company unsecured debt | 20,300,000 | ||||||||||
Mortgage Loan | Commercial Real Estate | U.S. | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shopping centers owned | ShoppingCenter | 38 | ||||||||||
Mortgage Loan | Commercial Real Estate | Puerto Rico | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Shopping centers owned | ShoppingCenter | 12 | ||||||||||
DDR Unsecured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Expense | $ 4,400,000 | $ 8,300,000 | $ 4,400,000 | $ 16,500,000 |
Financial Instruments and Fai29
Financial Instruments and Fair Value Measurements - Debt Instruments with Carrying Values Different than Estimated Fair Values (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Parent Company unsecured debt | $ 813,308 | |
Mortgage indebtedness | $ 1,241,805 | 320,844 |
Total indebtedness | 1,241,805 | 1,134,152 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Parent Company unsecured debt | 841,440 | |
Mortgage indebtedness | 1,271,963 | 329,161 |
Total indebtedness | $ 1,271,963 | $ 1,170,601 |
Financial Instruments and Fai30
Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Mortgage indebtedness | $ 1,241,805 | $ 1,241,805 | $ 320,844 |
Interest Rate Cap | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of interest rate cap | 4,800 | 4,800 | |
Investment income | 400 | 200 | |
Notional Amount | 1,270,000 | 1,270,000 | |
Mortgages Indebtedness | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Mortgage indebtedness | 1,270,000 | 1,270,000 | |
Mortgages Indebtedness | Interest Rate Cap | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Mortgage indebtedness | $ 1,350,000 | $ 1,350,000 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | ||
Maximum increase in preferred stock amount | $ 10,000,000 | $ 10,000,000 |
Aggregate gross proceeds of company's asset sales,Description for additional Preferred Dividends to be paid | if the aggregate gross proceeds of the Company’s asset sales subsequent to July 1, 2018 exceeds $2.0 billion. | |
Percentage of ownership,Description before preferred shares must be redeemed | Subject to the terms of any of the Company’s indebtedness, and unless prohibited by Ohio law governing distributions to stockholders, the RVI Preferred Shares must be redeemed upon (i) the Company’s failure to maintain its status as a REIT, (ii) any failure by the Company to comply with the terms of the RVI Preferred Shares or (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that the Company sells, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any person or entity or any person or entity, directly or indirectly, becomes the beneficial owner of 40% or more of the Company’s common shares, measured by voting power | |
Preferred stock aggregate preference value | $ 200,000,000 | $ 200,000,000 |
Preferred stock redemption description | The Company may redeem the RVI Preferred Shares, or any part thereof, at any time at a price payable per share calculated by dividing the number of RVI Preferred Shares outstanding on the redemption date into the difference of (x) $200 million minus (y) the aggregate amount of dividends previously distributed on the RVI Preferred Shares to be redeemed. | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock shares issued | shares | 1,000 | 1,000 |
Preferred stock, dividend rate description | no mandatory dividend rate | |
Preferred stock, value | $ 190,000,000 | $ 190,000,000 |
Preferred stock, redemption price per share | $ / shares | $ 1 | $ 1 |
Maximum | Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, value | $ 200,000,000 | $ 200,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)ft²ShoppingCenter | Jun. 30, 2018USD ($)ft²ShoppingCenter | Jul. 25, 2018Store | Dec. 31, 2017USD ($) | |
Contingencies and Commitments [Line Items] | ||||
Property insurance receivable | $ 49,202 | $ 49,202 | $ 60,293 | |
Insurance proceeds related to business interruption insurance claims | $ 3,100 | $ 5,100 | ||
Puerto Rico | ||||
Contingencies and Commitments [Line Items] | ||||
Number of properties owned | ShoppingCenter | 12 | 12 | ||
Gross leasable area of properties owned | ft² | 4,400,000 | 4,400,000 | ||
Gross leasable area of anchor spaces | ft² | 25,000 | 25,000 | ||
Insurance Policy Limit | $ 330,000 | |||
Hurricane and impairment loss | 6,000 | |||
Puerto Rico | Shopping Centers | ||||
Contingencies and Commitments [Line Items] | ||||
Aggregate commitment amount with general contractors | $ 20,600 | $ 20,600 | ||
Puerto Rico | Loss from Catastrophes | ||||
Contingencies and Commitments [Line Items] | ||||
Number of assets that sustained varying degrees of damage | ShoppingCenter | 11 | 11 | ||
Estimated net book value of the property damage written off | $ 78,800 | $ 78,800 | ||
Property insurance receivable | 49,200 | $ 49,200 | ||
Additional property insurance claim received | 20,200 | |||
Business interruption insurance coverage period after restoration | 365 days | |||
Rental revenues lost and not recognized | 2,800 | $ 6,600 | ||
Puerto Rico | Loss from Catastrophes | Business Interruption Income | ||||
Contingencies and Commitments [Line Items] | ||||
Insurance proceeds related to business interruption insurance claims | $ 3,100 | $ 5,100 | ||
Puerto Rico | Loss from Catastrophes | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Percentage of tenants opened in anchor space properties post hurricanes | 82.00% | |||
Number of stores opened in anchor space properties post hurricanes | Store | 27 | |||
Percentage of leased gross leasable area opened in anchor space properties post hurricanes | 86.00% | |||
Puerto Rico | Loss from Catastrophes | Plaza Palma Real | ||||
Contingencies and Commitments [Line Items] | ||||
Number of properties owned that was severely damaged | ShoppingCenter | 1 | 1 | ||
Gross leasable area of properties owned that was severely damaged | ft² | 400,000 | 400,000 | ||
Puerto Rico | Loss from Catastrophes | Plaza Palma Real | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Percentage of leased gross leasable area opened in anchor space properties post hurricanes | 82.00% | |||
Puerto Rico | Loss from Catastrophes | Sam's Club | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Number of stores opened in anchor space properties post hurricanes | Store | 1 | |||
Puerto Rico | Loss from Catastrophes | Home Depot | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Number of stores opened in anchor space properties post hurricanes | Store | 2 | |||
Puerto Rico | Loss from Catastrophes | Sears/Kmart | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Number of stores opened in anchor space properties post hurricanes | Store | 3 | |||
Puerto Rico | Loss from Catastrophes | Other Grocery Stores | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Number of stores opened in anchor space properties post hurricanes | Store | 5 | |||
Puerto Rico | Loss from Catastrophes | Walmart | Subsequent Event | ||||
Contingencies and Commitments [Line Items] | ||||
Number of stores opened in anchor space properties post hurricanes | Store | 7 |
Impairment Charges - Additional
Impairment Charges - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2018USD ($)Asset | Jun. 30, 2017USD ($) | |
Asset Impairment Charges [Abstract] | |||
Impairment charges | $ | $ 15,060 | $ 48,680 | $ 8,600 |
Number of impairments recorded on assets | Asset | 8 |
Impairment Charges - Impairment
Impairment Charges - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used, Total Impairment Charges | $ 15,060 | $ 48,680 | $ 8,600 |
DDR Corp | Fair Value Measurements | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | 403,400 | 403,400 | |
Long-lived assets held and used, Total Impairment Charges | 48,700 | ||
DDR Corp | Fair Value Measurements | Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Long-lived assets held and used | $ 403,400 | $ 403,400 |
Impairment Charges - Summary of
Impairment Charges - Summary of Significant Unobservable Inputs (Detail) - DDR Corp - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | $ 403,400,000 |
Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | 403,400,000 |
Impairment of Consolidated Assets | Level 3 | Indicative Bid | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | 162,400 |
Impairment of Consolidated Assets | Level 3 | Income Capitalization Approach | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | $ 241,000 |
Impairment of Consolidated Assets | Level 3 | Income Capitalization Approach | Measurement Input Cap Rate | Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 7.40% |
Impairment of Consolidated Assets | Level 3 | Income Capitalization Approach | Measurement Input Cap Rate | Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 9.30% |
Transactions with Parent Comp36
Transactions with Parent Company - Summary of Fees and Other Amounts Charged to Company (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Management fees | $ 3,462 | $ 3,420 | $ 6,819 | $ 6,972 |
DDR Corp | ||||
Related Party Transaction [Line Items] | ||||
Management fees | 3,462 | 3,420 | 6,819 | 6,972 |
Leasing commissions | 982 | 982 | ||
Insurance premiums | 1,047 | 1,000 | 2,084 | 2,009 |
Maintenance services and other | 518 | 624 | 1,085 | 1,231 |
Disposition fees | 1,058 | 1,058 | ||
Total fees and other amount charges | $ 7,067 | $ 5,044 | $ 12,028 | $ 10,212 |
Transactions with Parent Comp37
Transactions with Parent Company - Summary of Fees and Other Amounts Charged to Company (Parenthetical) (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018Asset | Jun. 30, 2018InsuredProperty | |
Related Party Transaction [Line Items] | ||
Percentage of gross sales price of asset sold | 1.00% | |
Number of assets sold | Asset | 2 | |
DDR Corp | U.S. | ||
Related Party Transaction [Line Items] | ||
Number of insured properties | InsuredProperty | 38 |
Transactions with Parent Comp38
Transactions with Parent Company - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Accounts payable and other liabilities | $ 120,448 | $ 101,986 |
DDR Corp | ||
Related Party Transaction [Line Items] | ||
Accounts payable and other liabilities | $ 200 | $ 200 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jul. 02, 2018USD ($) | Aug. 01, 2018USD ($)ShoppingCenter | Jun. 30, 2018USD ($)Asset | Jun. 30, 2018USD ($) |
Subsequent Event [Line Items] | ||||
Number of assets sold | Asset | 2 | |||
Debt instrument variable rate description | when any amounts are outstanding under the Revolving Credit Agreement, an amount equal to 5.00% per annum times the average aggregate outstanding daily principal amount of such loans plus the aggregate stated average daily amount of outstanding letters of credit | |||
Revolving Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Revolving credit agreement maturity description | The Revolving Credit Agreement matures on the earliest to occur of (i) February 9, 2021, (ii) the date on which the External Management Agreement is terminated, (iii) the date on which DDR Asset Management, LLC or another wholly-owned subsidiary of DDR ceases to be the “Service Provider” under the External Management Agreement as a result of assignment or operation of law or otherwise, and (iv) the date on which the principal amount outstanding under the Company’s $1.35 billion mortgage loan is repaid or refinanced. | |||
Debt instrument, debt default, amount | $ 1,350,000,000 | $ 1,350,000,000 | ||
Revolving Credit Agreement | DDR Corp | ||||
Subsequent Event [Line Items] | ||||
Interest rate description or event of default | in the event DDR pays any amounts to PNC pursuant to DDR’s guaranty and the Company fails to reimburse DDR for such amount within three business days, an amount in cash equal to the amount of such paid obligations plus default interest which will accrue from the date of such payment by DDR until repaid by the Company at a rate per annum equal to the sum of the LIBOR rate plus 8.50%. | |||
PNC Bank National Association | Revolving Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate description | The Company’s borrowings under the Revolving Credit Agreement bear interest at variable rates at the Company’s election, based on either (i) LIBOR plus a specified spread ranging from 1.05% to 1.50% depending on the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or (ii) the Alternate Base Rate (as defined in the Revolving Credit Agreement) plus a specified spread ranging from 0.05% to 0.50% depending on the Company’s Leverage Ratio. The Company is also required to pay a facility fee on the aggregate revolving commitments at a rate per annum that ranges from 0.15% to 0.30% depending on the Company’s Leverage Ratio. | |||
Subsequent Event | Revolving Credit Agreement | DDR Corp | ||||
Subsequent Event [Line Items] | ||||
Facility fee on aggregate revolving commitments rate per annum | 0.20% | |||
Percent of outstanding loans required to be paid | 5.00% | |||
Subsequent Event | Revolving Credit Agreement | LIBOR | DDR Corp | Guaranty Default Interest Rate | ||||
Subsequent Event [Line Items] | ||||
Specified spread line of credit facility | 8.50% | |||
Subsequent Event | PNC Bank National Association | Revolving Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, Maximum borrowing capacity | $ 30,000,000 | |||
Subsequent Event | Minimum | PNC Bank National Association | Revolving Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Facility fee on aggregate revolving commitments rate per annum | 0.15% | |||
Subsequent Event | Minimum | PNC Bank National Association | Revolving Credit Agreement | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Specified spread line of credit facility | 1.05% | |||
Subsequent Event | Minimum | PNC Bank National Association | Revolving Credit Agreement | Alternative Base Rate | ||||
Subsequent Event [Line Items] | ||||
Specified spread line of credit facility | 0.05% | |||
Subsequent Event | Maximum | PNC Bank National Association | Revolving Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Facility fee on aggregate revolving commitments rate per annum | 0.30% | |||
Subsequent Event | Maximum | PNC Bank National Association | Revolving Credit Agreement | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Specified spread line of credit facility | 1.50% | |||
Subsequent Event | Maximum | PNC Bank National Association | Revolving Credit Agreement | Alternative Base Rate | ||||
Subsequent Event [Line Items] | ||||
Specified spread line of credit facility | 0.50% | |||
Shopping Centers | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Sales price of assets sold | $ 66,300,000 | |||
Number of assets sold | ShoppingCenter | 3 |