Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 04, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RETAIL VALUE INC. | ||
Entity Central Index Key | 0001735184 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 21,083,252 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 200.9 | ||
Title of 12(b) Security | Common Shares, Par Value $0.10 Per Share | ||
Trading Symbol | RVI | ||
Security Exchange Name | NYSE | ||
Entity File Number | 1-38517 | ||
Entity Incorporation, State or Country Code | OH | ||
Entity Tax Identification Number | 82-4182996 | ||
Entity Address, Address Line One | 3300 Enterprise Parkway | ||
Entity Address, City or Town | Beachwood | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44122 | ||
City Area Code | 216 | ||
Local Phone Number | 755-5500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2021 Annual Meeting of Shareholders. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Land | $ 397,699 | $ 522,393 |
Buildings | 1,031,886 | 1,380,984 |
Fixtures and tenant improvements | 134,335 | 152,426 |
Total real estate rental property | 1,563,920 | 2,055,803 |
Less: Accumulated depreciation | (593,691) | (670,509) |
Real estate rental property, net | 970,229 | 1,385,294 |
Construction in progress | 1,515 | 2,017 |
Total real estate assets, net | 971,744 | 1,387,311 |
Cash and cash equivalents | 56,849 | 71,047 |
Restricted cash | 115,939 | 112,246 |
Accounts receivable | 25,302 | 25,195 |
Other assets, net | 26,042 | 30,888 |
Total assets | 1,195,876 | 1,626,687 |
Liabilities and Equity | ||
Mortgage indebtedness, net | 344,485 | 655,833 |
Payable to SITE Centers | 35 | 105 |
Accounts payable and other liabilities | 38,568 | 53,789 |
Dividends payable | 23,002 | 39,057 |
Total liabilities | 406,090 | 748,784 |
Commitments and contingencies (Note 10) | ||
Redeemable preferred equity | 190,000 | 190,000 |
Retail Value Inc. shareholders' equity | ||
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 19,829,498 and 19,052,592 shares issued at December 31, 2020 and December 31, 2019, respectively | 1,983 | 1,905 |
Additional paid-in capital | 721,234 | 692,871 |
Accumulated distributions in excess of net loss | (123,428) | (6,857) |
Less: Common shares in treasury at cost: 234 and 454 shares at December 31, 2020 and December 31, 2019, respectively | (3) | (16) |
Total equity | 599,786 | 687,903 |
Total liabilities and equity | $ 1,195,876 | $ 1,626,687 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 19,829,498 | 19,052,592 |
Treasury common shares | 234 | 454 |
COMBINED AND CONSOLIDATED STATE
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from operations: | ||||
Rental income | $ 132,875 | $ 149,825 | $ 169,725 | $ 230,328 |
Business interruption income | 4,404 | 5,100 | 0 | 7,675 |
Other income | 68 | 309 | 83 | 1,092 |
Total revenue from operations | 137,347 | 155,234 | 169,808 | 239,095 |
Rental operation expenses: | ||||
Operating and maintenance | 21,655 | 24,608 | 40,803 | 41,604 |
Real estate taxes | 17,597 | 19,571 | 20,752 | 27,693 |
Property and asset management fees | 13,075 | 6,819 | 18,612 | 21,857 |
Impairment charges | 6,390 | 48,680 | 115,525 | 80,070 |
Hurricane property insurance (income) loss, net | 366 | 868 | 0 | (79,391) |
General and administrative | 2,147 | 7,638 | 3,612 | 3,953 |
Depreciation and amortization | 42,471 | 50,144 | 57,053 | 74,598 |
Total rental operation expenses | 103,701 | 158,328 | 256,357 | 170,384 |
Other income (expense): | ||||
Interest expense, net | (32,249) | (37,584) | (22,742) | (42,674) |
Debt extinguishment costs | (6,431) | (109,036) | (5,922) | (19,379) |
Transaction costs | (186) | (33,325) | 0 | (37) |
Other income (expense), net | (2,590) | (3) | 251 | (850) |
Gain on disposition of real estate, net | 16,813 | 13,096 | 22,800 | 41,482 |
Total other income (expense) | (24,643) | (166,852) | (5,613) | (21,458) |
(Loss) income before tax expense | 9,003 | (169,946) | (92,162) | 47,253 |
Tax expense | (151) | (4,210) | (1,392) | (504) |
Net (loss) income | 8,852 | (174,156) | (93,554) | 46,749 |
Comprehensive (loss) income | $ 8,852 | $ (174,156) | $ (93,554) | $ 46,749 |
Per share data: | ||||
Basic and diluted | $ 0.48 | $ (4.72) | $ 2.46 |
COMBINED AND CONSOLIDATED STA_2
COMBINED AND CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | ASU 2016-02 | RVI Predecessor Equity [Member] | Common Shares | Additional Paid-in Capital | Accumulated Distributions in Excess of Net Income (Loss) | Accumulated Distributions in Excess of Net Income (Loss)ASU 2016-02 | Treasury Stock at Cost |
Beginning Balance at Dec. 31, 2017 | $ 1,090,464 | $ 1,090,464 | ||||||
Net transactions with SITE Centers | (227,000) | (227,000) | ||||||
Net income (loss) | (174,156) | (174,156) | ||||||
Ending Balance at Jun. 30, 2018 | 689,308 | $ 689,308 | ||||||
Contributions from SITE Centers | 677,406 | $ 1,846 | $ 675,566 | $ (6) | ||||
Contributions from SITE Centers, Shares | 18,465 | |||||||
Net income (loss) | 8,852 | $ 8,852 | ||||||
Dividends declared | (24,005) | (24,005) | ||||||
Ending Balance at Dec. 31, 2018 | 662,253 | $ 1,846 | 675,566 | (15,153) | (6) | |||
Ending Balance, Shares at Dec. 31, 2018 | 18,465 | |||||||
Issuance of common shares related to stock dividend and stock plan | 17,374 | $ 59 | 17,305 | 10 | ||||
Issuance of common shares related to stock dividend and stock plan, Shares | 587 | |||||||
Repurchase of common shares | (20) | (20) | ||||||
Net income (loss) | 46,749 | 46,749 | ||||||
Dividends declared | (39,153) | (39,153) | ||||||
Ending Balance at Dec. 31, 2019 | $ 687,903 | $ 700 | $ 1,905 | 692,871 | $ (6,857) | $ 700 | (16) | |
Ending Balance, Shares at Dec. 31, 2019 | 19,052 | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | us-gaap:AccountingStandardsUpdate201602Member | ||||||
Issuance of common shares related to stock dividend and stock plan | $ 28,457 | $ 78 | 28,363 | 16 | ||||
Issuance of common shares related to stock dividend and stock plan, Shares | 777 | |||||||
Repurchase of common shares | (3) | (3) | ||||||
Net income (loss) | (93,554) | $ (93,554) | ||||||
Dividends declared | (23,017) | (23,017) | ||||||
Ending Balance at Dec. 31, 2020 | $ 599,786 | $ 1,983 | $ 721,234 | $ (123,428) | $ (3) | |||
Ending Balance, Shares at Dec. 31, 2020 | 19,829 | |||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member |
COMBINED AND CONSOLIDATED STA_3
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | ||||
Net (loss) income | $ 8,852 | $ (174,156) | $ (93,554) | $ 46,749 |
Adjustments to reconcile net (loss) income to net cash flow provided by operating activities: | ||||
Depreciation and amortization | 42,471 | 50,144 | 57,053 | 74,598 |
Amortization and write-off of above- and below-market leases, net | (980) | (928) | (1,092) | (1,237) |
Amortization and write-off of debt issuance costs and fair market value of debt adjustments | 8,266 | 14,556 | 8,878 | 14,510 |
Gain on disposition of real estate, net | (16,813) | (13,096) | (22,800) | (41,482) |
Property insurance proceeds in excess of receivable | 0 | 0 | 0 | (77,914) |
Impairment charges | 6,390 | 48,680 | 115,525 | 80,070 |
Loss on debt extinguishment | 0 | 97,077 | 0 | 235 |
Interest rate hedging activities | 3,604 | (4,538) | 0 | 1,152 |
Assumption of buildings due to ground lease terminations | 0 | (2,150) | 0 | (830) |
Valuation allowance of prepaid taxes | 0 | 3,991 | 0 | 0 |
Net change in accounts receivable | (2,994) | (4,664) | (4,026) | 2,890 |
Net change in accounts payable and other liabilities | 1,590 | 15,472 | (5,998) | (3,955) |
Net change in other operating assets | (6,393) | (1,556) | (2,328) | 97 |
Total adjustments | 35,141 | 202,988 | 145,212 | 48,134 |
Net cash flow provided by operating activities | 43,993 | 28,832 | 51,658 | 94,883 |
Cash flow from investing activities: | ||||
Real estate improvements to operating real estate | (44,759) | (20,461) | (22,881) | (79,833) |
Proceeds from disposition of real estate | 283,330 | 100,347 | 291,816 | 316,227 |
Hurricane property insurance proceeds | 20,000 | 20,193 | 0 | 107,691 |
Net cash flow provided by investing activities | 258,571 | 100,079 | 268,935 | 344,085 |
Cash flow from financing activities: | ||||
Repayment of Parent Company unsecured debt, including repayment costs | 0 | (899,880) | 0 | 0 |
Proceeds from mortgage debt | 0 | 1,350,000 | 0 | 900,000 |
Repayment of mortgage debt, including repayment costs | (282,742) | (421,344) | (320,128) | (1,214,514) |
Payment of debt issuance costs | (252) | (32,755) | 0 | (11,895) |
Net transactions with SITE Centers | (3,757) | (37,864) | 0 | (33,596) |
Dividends paid | 0 | 0 | (10,970) | (6,869) |
Net cash flow used for financing activities | (286,751) | (41,843) | (331,098) | (366,874) |
Net (decrease) increase in cash, cash equivalents and restricted cash | 15,813 | 87,068 | (10,505) | 72,094 |
Cash, cash equivalents and restricted cash, beginning of period | 95,386 | 8,318 | 183,293 | 111,199 |
Cash, cash equivalents and restricted cash, end of period | $ 111,199 | $ 95,386 | $ 172,788 | $ 183,293 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. On July 1, 2018, SITE Centers Corp., formerly known as DDR Corp. (“SITE Centers” or the “Manager”), completed the separation of Retail Value Inc., an Ohio corporation formed in December 2017 that owned and operated a portfolio of 48 retail shopping centers that at the time of the separation included 36 continental U.S. assets and 12 Puerto Rico assets (collectively, “RVI” the “RVI Predecessor” or the “Company”), into an independent public company. At December 31, 2020, RVI owned 22 retail shopping centers that included 11 continental U.S. assets and 11 Puerto Rico assets (including five enclosed malls) comprising 8.5 million square feet of gross leasable area (“GLA”) and were located in nine states and Puerto Rico. These properties serve as direct or indirect collateral for a mortgage loan which, as of December 31, 2020, had an aggregate principal balance of $354.2 million. In January 2021, a $51.2 million repayment on the mortgage loan was made from the use of restricted cash primarily related to asset sales consummated in December 2020 (Note 16). In connection with RVI’s separation from SITE Centers on July 1, 2018, the Company and SITE Centers entered into a separation and distribution agreement (the “Separation and Distribution Agreement”) pursuant to which, among other things, SITE Centers 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 SITE Centers’ common shares as of the close of business on June 26, 2018, the record date. On July 1, 2018, holders of SITE Centers’ common shares received one On July 1, 2018, the Company and SITE Centers also entered into an external management agreement (the “External Management Agreement”) which, together with various property management agreements, governs the fees, terms and conditions pursuant to which SITE Centers manages RVI and its properties. SITE Centers provides RVI with day-to-day management, subject to supervision and certain discretionary limits and authorities granted by the RVI Board of Directors. The Company does not have any employees. In general, either SITE Centers or RVI may terminate the management agreements on June 30, 2021, or at the end of any six-month renewal period thereafter. SITE Centers and RVI also entered into a tax matters agreement that governs the rights and responsibilities of the parties following RVI’s separation from SITE Centers with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. Amounts relating to the number of properties, square footage, tenant and occupancy data and estimated project costs are unaudited. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 2. Principles of Consolidation The Company For periods after July 1, 2018, the consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. RVI Predecessor For periods prior to July 1, 2018, the accompanying historical condensed combined financial statements and related notes of the Company do not represent the 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 SITE Centers’ 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. For periods prior to July 1, 2018, these combined financial statements reflect the revenues and direct expenses of the RVI Predecessor and include material assets and liabilities of SITE Centers 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 SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation from SITE Centers , 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. For periods prior to July 1, 2018, 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 SITE Centers 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 12). Further, the combined financial statements include an allocation of indirect costs and expenses incurred by SITE Centers 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 SITE Centers’ management’s knowledge of the Company. In addition, the combined financial statements include an allocation of interest expense on SITE Centers’ unsecured debt, excluding debt that is specifically attributable to the Company. Interest expense was allocated by calculating the unencumbered net assets of each property held by the Company as a percentage of SITE Centers’ total consolidated unencumbered net assets and multiplying that percentage by the interest expense on SITE Centers’ unsecured debt. Included in the allocation of general and administrative expenses for the period from January 1, 2018 to June 30, 2018, are employee separation charges aggregating $1.1 million related to SITE Centers’ 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. SITE Centers believes the assumptions underlying SITE Centers’ allocation of indirect expenses are reasonable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. The Company considered impacts to its estimates related to the COVID-19 pandemic, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the increased uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates. Revenue Recognition For the real estate industry, leasing transactions are not within the scope of the standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreement and is governed by the leasing guidance. Rental Income Rental Income on the combined and consolidated statements of operations includes contractual lease payments that generally consist of the following: • Fixed lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges from one month to 30 years, and include the effects of applicable rent steps and abatements. • Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. • Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred. • Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease. • Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants, kiosk income, and parking income, which are recognized in the period earned. For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, the Company has categorized these tenants on the cash basis of accounting. As a result, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. Business Interruption Income The Company recorded revenue for covered business interruption in the period it determined it was probable it would be compensated and the applicable contingencies with the insurance company were resolved. These income recognition criteria resulted in business interruption insurance recoveries being recorded in a period subsequent to the period the Company experienced lost revenue from the damaged properties. 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): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Contribution of net assets from SITE Centers $ — $ — $ 677.4 $ — Stock dividends 28.1 17.3 — — Dividend declared, but not paid 23.0 39.1 24.0 — Accounts payable related to construction in progress 2.9 5.1 16.3 10.1 Note receivable related to disposition of shopping center 3.0 — — — Assumption of buildings due to ground lease terminations — 0.8 — 2.2 Receivable and reduction of real estate assets, net – related to hurricane — — — 6.1 Real Estate Real estate assets, which include construction in progress, are stated at cost less accumulated depreciation. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 20 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms Useful lives of depreciable real estate assets are assessed periodically and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized. Construction in Progress primarily relates to shopping center redevelopments. Real Estate Impairment Assessment Individual real estate assets and intangibles are reviewed for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to significant decreases in projected cash flows including estimated fair value or changes in estimated hold periods; however, other impairment indicators could occur. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If an impairment is indicated, an impairment loss is then recognized based on the excess of the carrying amount of the asset over its fair value. Aggregate impairment charges related to real estate assets were $115.5 million and $80.1 for the years ended December 31, 2020 and 2019, respectively, and $6.4 million and $48.7 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively (Note 11). Disposition of Real Estate Sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate. Real Estate Held for Sale The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2020 and 2019. Interest and Real Estate Taxes Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed. Interest paid on the Company’s mortgage indebtedness and the Parent Company’s unsecured debt (2018 only) for the years ended December 31, 2020 and 2019, aggregated $20.6 million and $41.8 million, respectively, and for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, aggregated $31.4 million and $46.0 million, respectively. The Company capitalized interest of $0.1 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively, and $0.8 million and $0.1 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. Restricted Cash Restricted cash represents amounts on deposit with financial institutions primarily for debt service payments, real estate taxes, capital improvements and operating reserves as required pursuant to the applicable loan agreement (Note 7). In addition, restricted cash includes Hurricane Maria property insurance settlement proceeds and related reserves of $38.5 million and $57.2 million at December 31, 2020 and 2019, respectively, pending the lender’s satisfaction that all necessary remediation has been completed. For purposes of the Company’s combined and consolidated statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents. Accounts Receivable The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. Upon adoption of Accounting Standards Update No. 2016-02— Leases, as amended (“ to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because once the amount is considered not probable of being collected , earnings are reduced by a corresponding amount until the receivable is collected. Accounts receivable do not include estimated amounts not probable of being collected (primarily contract disputes) of $2.9 million and $3.1 million at December 31, 2020 and 2019, respectively. Accounts receivable are generally expected to be collected within one year. Treasury Shares The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net income. Leases The Company adopted Topic 842 as of January 1, 2019, using the modified retrospective approach by applying the transition provisions at the beginning of the period of adoption. T • The package of practical expedients which, among other things, allowed the Company to carry forward the historical lease classification; • Land easements, allowing the Company to carry forward the accounting treatment for land easements on existing agreements and • To not separate lease and non-lease components for all leases and recording the combined component based on its predominant characteristics as rental income or expense. The Company did not adopt the practical expedient to use hindsight in determining the lease term. The Company made the following accounting policy elections as a lessor in connection with the adoption: • To include operating lease liabilities in the asset group and include the associated operating lease payments in the undiscounted cash flows when considering recoverability of a long-lived asset group and • To exclude from lease payments taxes assessed by a governmental authority that are both imposed on and concurrent with lease revenue-producing activity and collected by the lessor from the lessee (i.e., sales tax). ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the term of the lease. As most of the Company’s leases do not include an implicit rate, the Company used its incremental borrowing rate based on the information available at the commencement date of the standard in determining the present value of lease payments. For each lease, the Company utilized a market-based approach to estimate the incremental borrowing rate (“IBR”), which required significant judgment. The Company estimated base IBRs based on an analysis of (i) yields on comparable companies, (ii) observable mortgage rates and (iii) unlevered property yields and discount rates. The Company applied adjustments to the base IBRs to account for full collateralization and lease term. Operating lease ROU assets also include any lease payments made. The Company has options to extend certain of the ground leases; however, these options were not considered as part of the lease term when calculating the lease liability as they were not reasonably certain to be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least 90% of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements. In the normal course of business, the Company, or one or more of its subsidiaries, is subject to examination by federal, state, commonwealth and local tax jurisdictions, in which it operates, where applicable. For the year ended December 31, 2020, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2020 , the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 201 8 and forward. Deferred Tax Assets The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded against the deferred tax assets when the Company determines that an uncertainty exists regarding their realization, which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made. Deferred Financing Costs External costs and fees incurred in obtaining indebtedness are included in the Company’s combined and consolidated balance sheets as a direct deduction from the related debt liability. The aggregate costs are amortized over the terms of the related debt agreements. Such amortization is reflected in Interest Expense in the Company’s combined and consolidated statements of operations. Segments At December 31, 2020, the Company had two reportable operating segments: continental U.S. and Puerto Rico. The Company’s chief operating decision maker, the Company’s Board of Directors, may review operational and financial data on a property basis but also reviews the portfolio based on the two geographical areas. The tenant base of the Company primarily includes national and regional retail chains and local tenants. Consequently, the Company’s credit risk is concentrated in the retail industry. Fair Value Hierarchy The standard Fair Value Measurements • Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and • Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. New Accounting Standards Adopted Accounting for Credit Losses In June 2016, the Financial Accounting Standards Board (the “FASB”) issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date (Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses, “Topic 326”) 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. In November 2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables , including straight-line rent receivables, recorded by lessors are explicitly excluded from the scope of Topic 326. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Accounting for Leases During the COVID-19 Pandemic In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the impact of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of the COVID-19 pandemic on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to the impact of the COVID-19 pandemic is a modification can then elect whether to apply the modification guidance (i.e., assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company has elected not to apply lease modification accounting to lease amendments in which the total amount of rent due under the lease is substantially the same and there has been no increase in the lease term. A majority of the Company’s concession amendments within this category provide for the deferral of rental payments to a later date within the remaining lease term. In addition, if abatements are granted as part of a lease amendment, the Company has generally elected to not treat the abatements as variable rent and instead will record the concession’s impact over the tenant’s remaining lease term on a straight-line basis. Modifications to leases that involve an increase in the lease term have been treated as a lease modification. Impact of COVID-19 Pandemic on Revenue and Receivables Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico have been significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants have experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of December 31, 2020, all of the Company’s properties remained open and operational with 98% of tenants, based on average base rents, open for business (unaudited). This compares to an open rate low of 34% in early April 2020 (unaudited). The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents from April 2020 through December 31, 2020. The Company has engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations during the second, third and fourth quarters of 2020 and has agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants. The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants. For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received and all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income. The Company will remove the cash basis designation and resume recording rental income from such tenants during the period earned at such time it believes collection from the tenants is probable based upon a demonstrated payment history or recapitalization event. The Company had net billed contractual tenant accounts receivable of $6.8 million at December 31, 2020. For the year ended December 31, 2020, tenants on the cash basis of accounting and other related reserves resulted in a reduction of rental income of $16.6 million. This amount also includes reductions in contractual rental payments due from tenants as compared to pre-modification payments due to the impact of lease modifications, with a partial increase in straight-line rent to offset a portion of the impact on net income. The aggregate amount of uncollectible revenue for the year primarily was due to the impact of the COVID-19 pandemic. |
Other Assets and Intangibles, N
Other Assets and Intangibles, Net | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets and Intangibles, net | 4. Other Assets and Intangibles, net consists of the following (in thousands): December 31, 2020 2019 Intangible assets: In-place leases, net $ 3,244 $ 5,882 Above-market leases, net 410 908 Lease origination costs, net 487 949 Tenant relationships, net 3,802 10,120 Total intangible assets, net 7,943 17,859 Operating lease ROU assets 1,509 1,714 Notes receivable (A) 3,000 — Other assets: Prepaid expenses 13,314 11,023 Other assets 276 292 Total other assets, net $ 26,042 $ 30,888 Below-market leases, net $ 13,829 $ 20,042 (A) Receivable from buyer in connection with the sale of the Riverdale Village shopping center in September 2020. Maturity date is the earlier of September 2022 (subject to buyer’s option to exercise a six-month Amortization expense related to the Company’s intangibles, excluding above- and below-market leases, was as follows (in thousands): Period Expense 2020 $ 2,800 2019 5,137 July 1, 2018 to December 31, 2018 5,557 January 1, 2018 to June 30, 2018 8,547 Estimated net future amortization expense associated with the Company’s intangibles, excluding above- and below-market leases, is as follows (in thousands): Year Expense 2021 $ 1,658 2022 1,302 2023 938 2024 649 2025 536 Above-market leases were recorded as contra revenue of $0.3 million and $0.6 million for the years ended December 31, 2020 and 2019, respectively, and $0.7 million and $0.8 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively. Revenue was recorded for below-market leases of $1.4 million and $1.8 million for the years ended December 31, 2020 and 2019, respectively, and $1.6 million and $2.5 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively. These items are included in Rental Income within the combined and consolidated statements of operations. Estimated net future amortization income associated with the Company’s above- and below-market leases is as follows (in thousands): Year Income 2021 $ 942 2022 1,038 2023 974 2024 1,001 2025 961 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 5. Lessee The Company is engaged in the operation of shopping centers that are either owned or, with respect to certain shopping centers, operated under long-term ground leases that expire at various dates through 2033. The Company determines if an arrangement is a lease at inception. Operating lease ROU assets and operating lease liabilities are included in the Company’s consolidated balance sheets as follows (in thousands): December 31, Classification 2020 2019 Operating Lease ROU Assets Other Assets, Net $ 1,509 $ 1,714 Operating Lease Liabilities Accounts Payable and Other Liabilities 2,602 2,835 Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases, aggregated $0.4 million for both of the years ended December 31, 2020 and 2019. Supplemental information related to operating leases was as follows: December 31, 2020 2019 Weighted-Average Remaining Lease Term 11.1 years 11.5 years Weighted-Average Discount Rate 6.7 % 6.6 % Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) $ 414 $ 404 As determined under Topic 842, maturities of lease liabilities were as follows for the years ended December 31, (in thousands): Year December 31, 2021 $ 423 2022 433 2023 217 2024 228 2025 239 Thereafter 2,340 Total lease payments 3,880 Less imputed interest (1,278 ) Total $ 2,602 Lessor Space in the Company’s shopping centers is leased to tenants pursuant to agreements that provide for terms generally ranging from one month to 30 years and for rents which, in some cases, are subject to upward adjustments based on operating expense levels, sales volume or contractual increases as defined in the lease agreements. The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases (including those on the cash basis), assuming no new or renegotiated leases or option extensions, as determined under Topic 842 for such premises for the years ending December 31, were as follows (in thousands): Year December 31, 2021 $ 108,351 2022 94,610 2023 75,561 2024 55,682 2025 35,112 Thereafter 152,310 Total $ 521,626 |
Credit Agreement
Credit Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Line Of Credit Facility [Abstract] | |
Credit Agreement | 6 . The Company maintains a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”). The Revolving Credit Agreement provides for borrowings of up to $30.0 million. Borrowings under the Revolving Credit Agreement may be used by the Company for general corporate purposes and working capital. Prior to the amendment and extension of the Revolving Credit Agreement in February 2021, the Company’s borrowings under the Revolving Credit Agreement bore 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% per annum 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% per annum 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. Following an extension of the Revolving Credit Agreement in February 2021, the Revolving Credit Agreement matures on the earliest to occur of (i) February 9, 2022, (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 SITE Centers 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 mortgage loan is repaid or refinanced (Note 7). The Company’s obligations under the Revolving Credit Agreement are guaranteed by SITE Centers in favor of PNC. In consideration thereof, on July 2, 2018, the Company entered into a guaranty fee and reimbursement letter agreement with SITE Centers pursuant to which the Company has agreed to pay to SITE Centers 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 SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty and the Company fails to reimburse SITE Centers 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 SITE Centers until repaid by the Company at a rate per annum generally equal to the sum of the LIBOR rate plus 8.50%, prior to giving effect to the February 2021 amendment and extension. At December 31, 2020, there were no amounts outstanding under the Revolving Credit Agreement. |
Mortgage Indebtedness
Mortgage Indebtedness | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Mortgage Indebtedness | 7 . Mortgage Indebtedness The following table discloses certain information regarding the Company’s indebtedness (in millions): Carrying Value at December 31, Interest Rate at December 31, Maturity Date at 2020 2019 2020 2019 December 31, 2020 Mortgage indebtedness $ 354.2 $ 674.3 4.1% 4.4% March 2021 Net unamortized debt issuance costs (9.7 ) (18.5 ) Total Mortgage Indebtedness $ 344.5 $ 655.8 In December 2020, the Company made a $65.0 million voluntary prepayment on the mortgage loan. On March 11, 2019, certain wholly-owned subsidiaries of the Company entered into a mortgage loan with an initial aggregate principal amount of $900 million. The borrowers’ obligations are evidenced by promissory notes which are secured by, among other things: (i) mortgages encumbering the borrowers’ properties located in the continental U.S. (which comprise substantially all of the Company’s properties located in the continental U.S.) and Plaza del Sol, located in Bayamon, Puerto Rico (collectively, the “Mortgaged Properties”); (ii) a pledge of the equity of the Company’s subsidiaries that own each of the Company’s properties located in Puerto Rico (collectively, the “Pledged Properties”) and a pledge of related rents and other cash flows, insurance proceeds and condemnation awards and (iii) a pledge of any reserves and accounts of any borrower. The loan facility’s initial maturity was March 9, 2021, subject to three one-year extensions at the borrowers’ option conditioned upon, among other items, (i) an event of default shall not be continuing, (ii) in the case of the second one-year The Company exercised its first extension option under the loan agreement and the loan maturity date was extended effective March 9, 2021 to March 9, 2022. The Company expects to continue to use cash flow from operations and asset sales to repay the mortgage loan. As of March 10, 2021, the Company plans to exercise the second one-year extension option effective March 9, 2022 to the extent the mortgage loan remains outstanding . The Debt Yield as of December 31, 2020 was 18.4 %, which is in excess of the required threshold of 13 % in order to exercise the second one-year extension option. If the Debt Yield requirement is not met, the Company can utilize unrestricted cash to pay down principal to satisfy the Debt Yield requirement. If the Company does not have sufficient cash to pay down the principal to satisfy the required Debt Yield, the Company would need to obtain alternative sources of capital which could include a refinancing of the current mortgage loan or other financing options. As of December 31, 2020, the weighted-average interest rate applicable to the notes was equal to one-month LIBOR plus a spread of 3.94% per annum, provided that such spread is subject to an increase of 0.25% per annum in connection with any exercise of the third extension option. Application of voluntary prepayments as described below will cause the weighted-average interest rate to increase over time. The loan facility is structured as an interest-only loan throughout the initial two-year 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 advance notice of prepayment to the lenders. No prepayment premium is required with respect to any prepayments made after April 9, 2020. No prepayment premium was applied to prepayments made in connection with permitted property sales. Each Mortgaged 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 Mortgaged Property required to be applied toward prepayment of the notes (i.e., the property’s “release price”) will depend upon the principal amount of the mortgage loan allocated to it and the Debt Yield at the time of the sale as follows: • if the Debt Yield is less than or equal to 14.0%, the release price is the greater of (i) 100% of the property’s net sale proceeds and (ii) 110% of its allocated loan amount and • if the Debt Yield is greater than 14.0%, the release price is the greater of (i) 90% of the property’s net sale proceeds and (ii) 105% of its allocated loan amount. To the extent the net cash proceeds from the sale of a Mortgaged 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 Mortgaged Properties. To the extent that net cash proceeds from the sale of a Mortgaged Property are less than the amount specified in the applicable clause (ii) above, the Company would be required to utilize credits from previous sales or cash on hand to satisfy the release price applicable to that property. Pledged Properties other than Plaza del Sol do not have allocated loan amounts or, in general, minimum release prices; all proceeds from sales of Pledged Properties are required to be used to prepay the notes. Voluntary prepayments made by the borrowers 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 spread applicable to 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. 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. In connection with the 2019 refinancing, the Company incurred $20.2 million of aggregate financing costs that included a $1.8 million debt financing fee paid to SITE Centers. This refinancing was treated as a loan modification versus a debt extinguishment pursuant to the applicable accounting guidance. As a result, only the portion of the financing costs incurred related to the new lender group was capitalized. The remaining financing costs not capitalized as a loan cost were recorded as debt extinguishment costs in the consolidated statement of operations along with the write-off of an allocation of the related unamortized deferred financing costs aggregating $12.7 million. Scheduled Principal Repayments At December 31, 2020, the Company had one scheduled principal payment of $354.2 million in 2021 related to the mortgage loan described above. In January 2021, a $51.2 million repayment on the mortgage loan was made from the use of restricted cash primarily related to asset sales consummated in December 2020 (Note 16). Effective March 9, 2021, the Company extended the mortgage loan’s maturity date to March 2022 (Note 16). Allocated RVI Predecessor Interest For the period from January 1, 2018 to June 30, 2018, interest expense included $4.4 million of interest expense on SITE Centers’ 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 SITE Centers’ total consolidated unencumbered net assets and multiplying that percentage by the interest expense on SITE Centers’ unsecured debt (Note 2). |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 8 . Financial Instruments and Fair Value Measurements 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 consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities. Debt The fair market value of 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, and is classified as Level 3 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. The carrying amount of debt was $344.5 million and $655.8 million at December 31, 2020 and 2019, respectively. |
Preferred Stock, Common Shares
Preferred Stock, Common Shares and Redeemable Preferred Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock, Common Shares and Redeemable Preferred Equity | 9 . Preferred Stock, Common Shares and Redeemable Preferred Equity Preferred Stock On June 30, 2018, the Company issued the RVI Preferred Shares to SITE Centers, 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, exceed $2.0 billion. Notwithstanding the foregoing, the RVI Preferred Shares are entitled to receive dividends only 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 SITE Centers 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 Shares are classified as Preferred Redeemable Equity outside of permanent equity in the consolidated balance sheets due to the redemption provisions. Common Shares On July 1, 2018, the Company issued 18,465,165 common shares (Note 1). The Company’s common shares have a $0.10 per share par value. In November 2020, November 2019 and December 2018, the Company declared dividends on its common shares, which were paid in January 2021, January 2020 and January 2019, respectively, in a combination of cash and the Company’s common shares, subject to a Puerto Rico withholding tax of 10%. The aggregate amount of cash paid to shareholders was limited to 10% of the total dividend paid in January 2021 and 20% of the total dividend paid in January 2020 and January 2019. In accordance with 2020 guidance from the Internal Revenue Service, certain real estate investment trusts are permitted to distribute up to 90% of distributions declared prior to December 31, 2020, in stock in order to conserve capital and enhance their liquidity. The total cash paid includes the Puerto Rico withholding tax. The dividends were paid as follows: Year Paid 2021 2020 2019 Dividends declared per share $ 1.16 $ 2.05 $ 1.30 Volume-weighted average trading price per share $ 14.8492 $ 36.7839 $ 29.8547 Common shares issued 1,253,988 763,884 578,238 Cash paid (in millions) $ 4.4 $ 11.0 $ 6.7 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10 . Hurricane Loss In 2017, Hurricane Maria made landfall in Puerto Rico. At the time of the hurricane, the Company owned 12 assets in Puerto Rico, aggregating 4.4 million square feet of Company-owned GLA, which sustained varying degrees of damage. In August 2019, the Company reached a settlement with its insurer with respect to the Company’s claims relating to the hurricane damage. Pursuant to the settlement, the insurer agreed to pay the Company $154.4 million on account of property damage caused by the hurricane, of which $83.9 million had been paid to the Company prior to the settlement, and $31.3 million on account of the Company’s business interruption claim, of which $24.3 million had been paid to the Company or SITE Centers prior to the settlement. As a result, in the second half of 2019, the insurer made net payments of $77.5 million to the Company in full settlement of the Company’s claims related to the hurricane. Pursuant to the terms of the Separation and Distribution Agreement, $0.8 million of this amount was paid to SITE Centers on account of unreimbursed business interruption losses incurred through June 30, 2018. The Company also received $3.0 million in 2019 from a tenant related to the Company’s restoration of the tenant’s space. Hurricane Property Insurance Income on the Company’s Statement of Operations for the year ended December 31, 2019, includes $77.5 million resulting from the excess payments made by the insurer and tenant over the $78.8 million of the net book value written off. Through December 31, 2019, the Company received a total of $157.4 million toward its final settled property insurance claim. For the year ended December 31, 2019, rental revenues of $2.9 million and for the period from July 1, 2018 to December 31, 2018 and the period from January 1, 2018 to June 30, 2018, rental revenues of $4.3 million and $6.6 million, respectively, were not recorded because of lost tenant revenue attributable to the hurricane that has been partially defrayed by insurance proceeds. The Company records revenue for covered business interruption in the period it determines it is probable it will be compensated and all the applicable contingencies with the insurance company have been resolved. For all periods presented, the Company recorded insurance proceeds received on account of the Company’s business interruption lost revenue claim as Business Interruption Income on the Company’s combined and consolidated statements of operations. Legal Matters The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations. Commitments and Guaranties The Company has entered into agreements with general contractors related to its shopping centers having aggregate commitments of approximately $1.8 million at December 31, 2020. These obligations, composed principally of construction contracts for the repair of the Puerto Rico properties, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These |
Impairment Charges
Impairment Charges | 12 Months Ended |
Dec. 31, 2020 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | 11 . Impairment charges were recorded on assets based on the difference between the carrying value of the assets and the estimated fair market value. These impairments primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows as follows (in millions): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Assets marketed for sale $ 115.5 $ 80.1 $ 6.4 $ 48.7 Items Measured at Fair Value The valuation of impaired real estate assets is determined using widely accepted valuation techniques including actual sales negotiations and bona fide purchase offers received from third parties, an income capitalization approach considering prevailing market capitalization rates and analysis of recent comparable sales transactions, as well as discounted cash flow analysis on the expected cash flows of each asset. 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 SITE Centers or the Company 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 fair value of real estate that was impaired, and therefore, measured on a fair value basis, including assets disposed, along with the related impairment charge. The table also indicates the fair value hierarchy of the valuation techniques used by the Company 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 The Company December 31, 2020 $ — $ — $ 412.0 $ 412.0 $ 115.5 December 31, 2019 — — 367.3 367.3 80.1 July 1, 2018 to December 31, 2018 — — 75.6 75.6 6.4 RVI Predecessor January 1, 2018 to June 30, 2018 403.4 403.4 48.7 The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value for the year ended December 31, 2020 (in millions): Quantitative Information About Level 3 Fair Value Measurements Description Fair Value Valuation Technique Unobservable Inputs Range Weighted Average Long-lived assets held and used $ 205.3 Income Capitalization Approach Market Capitalization Rate 7.0% – 10.0% 122.2 Indicative Bid (A) Indicative Bid (A) N/A N/A 84.5 Discounted Cash Flow Discount Rate 12.4% – 12.6% Terminal Capitalization Rate 10.5% – 10.5% The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value for the year ended December 31, 2019 (in millions): Quantitative Information About Level 3 Fair Value Measurements Description Fair Value Valuation Technique Unobservable Inputs Range Long-lived assets held and used $ 47.1 Income Capitalization Approach Market Capitalization Rate 8.1% – 259.9 Indicative Bid (A) Indicative Bid (A) N/A 60.3 Discounted Cash Flow Discount Rate 9.5% – Terminal Capitalization Rate 7.0% – (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to SITE Centers’ corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated values |
Transactions with SITE Centers
Transactions with SITE Centers | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Transactions with SITE Centers | 12 . The following table presents fees and other amounts charged by SITE Centers (in thousands): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Property management fees (A) $ 9,959 $ 11,360 $ 6,538 $ 6,819 Asset management fees (B) 8,653 10,497 6,537 — Leasing commissions (C) 2,755 3,151 1,085 982 Insurance premiums (D) — — — 2,084 Maintenance services and other (E) 1,474 1,469 809 1,085 Disposition fees (F) 3,142 3,352 2,959 1,058 Credit facility guaranty and debt refinancing fees (G) 60 1,860 60 — Legal fees (H) 361 663 336 — $ 26,404 $ 32,352 $ 18,324 $ 12,028 (A) Beginning on July 1, 2018, property management fees are generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. Prior to the spin-off, calculated pursuant to the respective management agreements. (For the year ended December 31, 2020, includes the monthly supplemental fees discussed below.) (B) Asset management fees are generally calculated at 0.5% per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. (C) Leasing commissions represent fees charged for the execution of the leasing of retail space. Leasing commissions are included within Real Estate Assets on the consolidated balance sheets. (D) For periods prior to July 1, 2018, SITE Centers contracted with authorized insurance companies for the liability and property insurance coverage for the continental U.S. properties. The Company remitted to SITE Centers insurance premiums associated with these insurance policies. Insurance premiums are included within Operating and Maintenance Expense on the combined statements of operations. (E) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the combined and consolidated statements of operations. (F) Disposition fees equal 1% of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (G) The Company paid a debt financing fee equal to 0.20% of the aggregate principal amount of the mortgage refinancing closed in March 2019 (Note 7). For periods after July 1, 2018, the credit facility guaranty fee equals 0.20% per annum of the aggregate commitments under the Revolving Credit Agreement plus an amount equal to 5.0% per annum times the average aggregate daily principal amount of loans plus the aggregate stated average daily amount of letters of credit outstanding under the Revolving Credit Agreement (Note 6). Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations. (H) Legal fees charged for collection activity and negotiating and reviewing tenant leases and contracts for asset dispositions. In April 2020, the Company entered into an agreement with an affiliate of SITE Centers in order to address the impact of the COVID-19 pandemic on the level of property management fees for the six-month period ending December 31, 2020. Pursuant to the terms of the Company’s existing property management agreements with SITE Centers, property management fees are determined on each July 1 and January 1 based on gross property revenues received during the three-month period immediately preceding such determination date. Pursuant to the agreement, from July 2020 through December 2020, the Company paid an affiliate of SITE Centers a monthly supplemental fee in an amount equal to (i) the average monthly property management fee paid during 2019 with respect to the properties owned by the Company and its subsidiaries as of April 2020 minus (ii) the monthly property management fee determined in accordance with the existing property management agreements. In October 2020, the Company entered into a similar supplemental fee arrangement with an affiliate of SITE Centers with respect to the six-month period ending June 30, 2021. Property Management Fees Monthly Calculated Fee Supplemental Fee Total Fee July 1, 2020 through December 31, 2020 (A) $ 435,702 $ 353,424 $ 789,126 (A) Based on the same properties owned by the Company and its subsidiaries as of April 1, 2020. Net Transactions with SITE Centers shown in the combined and consolidated statements of equity include contributions from, and distributions to, SITE Centers that are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation from SITE Centers, in addition to the indirect costs and expenses allocated to RVI Predecessor by SITE Centers as described in Note 2. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 13 . The following table provides the net (loss) income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding and “diluted” EPS (in thousands, except per share amounts). For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 Numerators – Basic and Diluted Net (loss) income attributable to common shareholders after allocation to participating securities $ (93,554 ) $ 46,749 $ 8,852 Less: Earnings attributable to unvested shares (16 ) (52 ) — Net (loss) income attributable to common shareholders after allocation to participating securities $ (93,570 ) $ 46,697 $ 8,852 Denominators – Number of Shares Basic and Diluted — 19,806 19,008 18,464 (Loss) income Per Share: Basic and Diluted $ (4.72 ) $ 2.46 $ 0.48 Basic average shares outstanding do not include 13,476; 25,528 and 33,636 restricted share units issued to outside directors in consideration for their compensation that were unvested at December 31, 2020, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14 . Income Taxes The Company elected to be treated as a REIT under the Code, commencing with its 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. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that the Company distribute at least 90% of its taxable income to its shareholders. It is management’s current intention to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes to its shareholders. As the Company distributed sufficient taxable income for the years ended December 31, 2020 and 2019, and for the period from July 1, 2018 to December 31, 2018, no U.S. federal income or excise taxes were incurred. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain foreign, state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. In addition, the Company has a TRS that is subject to federal, state and local income taxes on any taxable income generated from its operational activity. In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company utilizes its TRS to hold title to a significant number of its continental U.S. properties that may be subject to short-term sales that would otherwise be subject to the prohibited transaction tax. On August 22, 2018, the Puerto Rico Department of Treasury (“PR Treasury”) approved a closing agreement that transferred to the Company a certain closing agreement previously entered into between SITE Centers and PR Treasury (the “Closing Agreement”). In general, pursuant to the Closing Agreement the Company will be exempt from Puerto Rico income taxes so long as it qualifies as a REIT in the U.S. and distributes at least 90% of its Puerto Rico net taxable income to its shareholders every year. Distributions of Puerto Rico-sourced net taxable income to Company shareholders will be subject to a 10% Puerto Rico withholding tax. For the years ended December 31, 2020 and 2019, the Company made net tax payments of $0.3 million and $0.4 million, respectively. The following represents the activity of the Company’s TRS (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 Book (loss) income before income taxes $ (17,973 ) $ 740 $ (1,278 ) Current $ 593 $ — $ — Deferred — — — Total income tax expense $ 593 $ — $ — The differences between total income tax expense and the amount computed by applying the statutory income tax rate to income before taxes with respect to the Company’s TRS activity were as follows (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to TRS 2020 2019 December 31, 2018 Statutory Rate 21 % 21 % 21 % Statutory rate applied to pre-tax (loss) income $ (3,774 ) $ 155 $ (268 ) State tax expense net of federal benefit 469 — — Deferred tax impact of transferred assets (12,345 ) — — Valuation allowance increase based on transferred assets 12,345 — — Valuation allowance increase (decrease) - other deferred 4,416 (1,909 ) 579 Other (518 ) 1,754 (311 ) Total expense $ 593 $ — $ — Effective tax rate (3.30 %) 0 % 0 % Deferred tax assets and liabilities of the Company’s TRS were as follows (in thousands): For the Year Ended December 31, 2020 2019 Deferred tax assets (A) $ 60,240 $ 41,573 Deferred tax liabilities (2,522 ) (615 ) Valuation allowance (57,718 ) (40,958 ) Net deferred tax asset $ — $ — (A) Primarily attributable to net operating losses of $8.6 million and $13.5 million at December 31, 2020 and 2019, respectively, and book/tax differences in the basis of assets contributed of $48.9 million and $25.1 million as of December 31, 2020 and 2019, respectively. Reconciliation of GAAP net income attributable to RVI to taxable (loss) income is as follows (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 GAAP net (loss) income attributable to RVI $ (93,554 ) $ 46,749 $ 8,852 Plus: Book depreciation and amortization 39,561 64,487 30,592 Less: Tax depreciation and amortization (36,418 ) (59,696 ) (23,086 ) Book/tax differences on losses from capital transactions (97,567 ) (6,789 ) (46,128 ) Deferred income (4,538 ) (154 ) 1,039 TRS equity investment 18,567 (740 ) 1,226 Impairment charges 78,555 56,090 — Nontaxable insurance proceeds — (80,007 ) — Miscellaneous book/tax differences, net 11,384 (1,724 ) 2,361 Taxable (loss) income subject to the 90% dividend requirement $ (84,010 ) $ 18,216 $ (25,144 ) Reconciliation between cash and stock dividends paid and the dividend paid deduction is as follows (in thousands): For the Year Ended December 31, 2020 2019 Dividends paid (A) $ 39,057 $ 24,005 Less: Dividends designated to prior year (39,057 ) (22,343 ) Plus: Dividends designated from the following year — 39,057 Less: Return of capital — (22,503 ) Dividends paid deduction $ — $ 18,216 (A) Dividends paid in 2020 and 2019 include stock dividends distributed under IRS Revenue Procedure 2009-15. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 15 . Segment Information The Company has two reportable operating segments: continental U.S. and Puerto Rico. The table below presents information about the Company’s reportable operating segments (in thousands): For the Year Ended December 31, 2020 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 80,737 $ 89,071 $ 169,808 Rental operation expenses (27,417 ) (34,138 ) (61,555 ) Net operating income 53,320 54,933 108,253 Property and asset management fees (8,529 ) (10,083 ) (18,612 ) Impairment charges (54,370 ) (61,155 ) (115,525 ) Depreciation and amortization (28,395 ) (28,658 ) (57,053 ) Unallocated expenses (A) $ (32,025 ) (32,025 ) Gain (loss) on disposition of real estate, net 23,710 (910 ) 22,800 Loss before tax expense $ (92,162 ) As of December 31, 2020: Total gross real estate assets $ 597,227 $ 968,208 $ 1,565,435 For the Year Ended December 31, 2019 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 131,923 $ 107,172 $ 239,095 Rental operation expenses (38,769 ) (30,528 ) (69,297 ) Net operating income 93,154 76,644 169,798 Property and asset management fees (11,764 ) (10,093 ) (21,857 ) Impairment charges (75,590 ) (4,480 ) (80,070 ) Hurricane property insurance income, net 79,391 79,391 Depreciation and amortization (44,838 ) (29,760 ) (74,598 ) Unallocated expenses (A) $ (66,893 ) (66,893 ) Gain on disposition of real estate, net 41,482 41,482 Income before tax expense $ 47,253 As of December 31, 2019: Total gross real estate assets $ 979,128 $ 1,078,692 $ 2,057,820 For the Period from July 1, 2018 to December 31, 2018 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 85,349 $ 51,998 $ 137,347 Rental operation expenses (25,049 ) (14,203 ) (39,252 ) Net operating income 60,300 37,795 98,095 Property and asset management fees (7,862 ) (5,213 ) (13,075 ) Impairment charges (6,390 ) (6,390 ) Hurricane property insurance loss, net (366 ) (366 ) Depreciation and amortization (30,323 ) (12,148 ) (42,471 ) Unallocated expenses (A) $ (43,603 ) (43,603 ) Gain on disposition of real estate, net 16,813 16,813 Income before tax expense $ 9,003 As of December 31, 2018: Total gross real estate assets $ 1,419,710 $ 1,031,728 $ 2,451,438 For the Period from January 1, 2018 to June 30, 2018 Continental U.S. Puerto Rico Other Total RVI Predecessor Lease revenue and other property revenue $ 103,264 $ 51,970 $ 155,234 Rental operation expenses (30,228 ) (13,951 ) (44,179 ) Net operating income 73,036 38,019 111,055 Property and asset management fees (3,589 ) (3,230 ) (6,819 ) Impairment charges (48,680 ) (48,680 ) Hurricane property insurance loss, net (868 ) (868 ) Depreciation and amortization (37,339 ) (12,805 ) (50,144 ) Unallocated expenses (A) $ (187,586 ) (187,586 ) Gain on disposition of real estate, net 13,096 13,096 Loss before tax expense $ (169,946 ) (A) Unallocated expenses consist of General and Administrative Expenses, Interest Expense and Other Expenses as listed in the Company’s combined and consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 6 . Revolving Credit Agreement In February 2021, the Company entered into a Second Amendment to its Revolving Credit Agreement which, among other things, (i) extended the Scheduled Facility Termination Date (as defined in the Revolving Credit Agreement) from March 9, 2021 to February 9, 2022, (ii) increased the LIBOR Applicable Margin and ABR Applicable Margin (as those terms are defined in the Revolving Credit Agreement) at each level of the pricing grid by 0.25 basis points per annum, (iii) decreased the facility’s tangible net worth covenant from $500 million to $400 million and (iv) added and expanded certain provisions relating to the potential discontinuation of LIBOR and compliance with anti-terrorism and anti-money laundering requirements (Note 6). Mortgage Debt Restricted cash of $51.2 million generated primarily from assets sold in December 2020 (Plaza Palma Real and Longhorn land parcel) was used to repay mortgage debt in January 2021. Effective March 9, 2021, the Company extended the mortgage loan’s maturity date to March 9, 2022 (Note 7). Dividends The Company paid its fourth quarter 2020 common share dividend of $1.16 per share on January 12, 2021, in a combination of cash and the Company’s common shares (Note 9). |
SCHEDULE II - Valuation and Qua
SCHEDULE II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2020 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts and Reserves | SCHEDULE II Retail Value Inc. Valuation and Qualifying Accounts and Reserves For the Years Ended December 31, 2020 and 2019, For the Period July 1, 2018 to December 31, 2018, and For the Period January 1, 2018 to June 30, 2018 (In thousands) Balance at Beginning of Period Charged to Expense Deductions Balance at End of Period The Company Year Ended December 31, 2020 Allowance for uncollectible accounts (A) $ 3,628 $ 1,581 $ 1,778 $ 3,431 Valuation allowance for deferred tax assets $ 40,958 $ 16,760 $ — $ 57,718 Year Ended December 31, 2019 Allowance for uncollectible accounts (B) $ 11,103 $ 430 $ 7,905 $ 3,628 Valuation allowance for deferred tax assets $ 42,867 $ — $ 1,909 $ 40,958 Period July 1, 2018 to December 31, 2018 Allowance for uncollectible accounts (A) $ 13,461 $ 357 $ (669 ) $ 14,487 Valuation allowance for deferred tax assets (C) $ 42,288 $ — $ (579 ) $ 42,867 RVI Predecessor Period January 1, 2018 to June 30, 2018 Allowance for uncollectible accounts (A) $ 13,141 $ (820 ) $ (1,140 ) $ 13,461 Valuation allowance for deferred and prepaid tax assets $ 11,254 $ 3,991 $ 15,245 $ — (A) Includes allowances on accounts receivable and straight-line rents. (B) Adjusted to reflect the change in accounting principle related to the collectability assessment of operating lease receivables. (C) Balance at beginning of period includes an opening balance sheet adjustment that was established on July 1, 2018. |
SCHEDULE III - Real Estate and
SCHEDULE III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2020 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Real Estate and Accumulated Depreciation | Retail Value Inc. Real Estate and Accumulated Depreciation December 31, 2020 (In thousands) Total Cost, Initial Cost Total Cost (3) Net of Buildings & Buildings & Accumulated Accumulated Location (1)(2) Land Improvements Improvements Land Improvements Total Depreciation (4) Depreciation Green Ridge Square (Michigan) $ 3,380 $ 26,990 $ — $ 3,380 $ 27,165 $ 30,545 $ 19,128 $ 11,417 Maple Grove Crossing (Minnesota) 8,917 27,332 — 8,917 26,723 35,640 8,650 26,990 Crossroads Center (Mississippi) — 57,848 — — 58,788 58,788 33,866 24,922 Seabrook Commons (New Hampshire) 8,076 35,150 — 6,399 30,046 36,445 9,707 26,738 Wrangleboro Cons Sq (New Jersey) 45,353 114,262 — 41,536 115,955 157,491 64,602 92,889 Great Northern Plaza (Ohio) 24,352 64,357 — 20,992 59,537 80,529 24,041 56,488 Uptown Solon (Ohio) 6,220 27,376 — 3,755 24,223 27,978 18,417 9,561 Peach Street Square (Pennsylvania) 10,378 73,756 — 10,042 73,038 83,080 42,866 40,214 Noble Town Center (Pennsylvania) 4,705 25,045 — 2,658 17,437 20,095 6,250 13,845 Willowbrook Plaza (Texas) 12,281 50,956 — 7,062 35,228 42,290 11,199 31,091 Marketplace of Brown Deer (Wisconsin) 8,465 38,320 — 1,967 22,377 24,344 14,839 9,505 Plaza del Atlantico (Puerto Rico) 2,890 13,713 — 2,890 21,816 24,706 11,282 13,424 Plaza del Sol (Puerto Rico) 110,823 172,962 — 110,823 186,655 297,478 89,901 207,577 Plaza Rio Hondo (Puerto Rico) 69,217 97,705 — 69,217 112,011 181,228 55,086 126,142 Plaza Escorial (Puerto Rico) 28,601 70,620 — 28,601 75,052 103,653 37,164 66,489 Plaza Cayey (Puerto Rico) 18,538 25,887 — 18,538 29,517 48,055 13,546 34,509 Plaza Fajardo (Puerto Rico) 4,376 43,366 — 4,376 50,627 55,003 20,717 34,286 Plaza Wal-Mart (Puerto Rico) 1,311 13,505 — 1,311 16,061 17,372 8,317 9,055 Plaza del Norte (Puerto Rico) 60,527 95,829 — 36,477 106,430 142,907 64,462 78,445 Plaza Isabela (Puerto Rico) 10,236 39,264 — 10,236 42,572 52,808 20,634 32,174 Senorial Plaza (Puerto Rico) 7,392 19,553 — 7,392 26,504 33,896 12,796 21,100 Plaza Vega Baja (Puerto Rico) 3,831 8,717 — 1,130 9,974 11,104 6,221 4,883 $ 449,869 $ 1,142,513 $ — $ 397,699 $ 1,167,736 $ 1,565,435 $ 593,691 $ 971,744 SCHEDULE III (1) Company formed on July 1, 2018, in connection with the spin-off from SITE Centers. (2) Mortgages encumber all of the Company’s properties located in the continental U.S. and Plaza del Sol in Bayamon, Puerto Rico. The Company has also pledged to the mortgage lender its equity in the subsidiaries that own the Company’s other properties located in Puerto Rico. (3) The Aggregate Cost for Federal Income Tax purposes was approximately $2.0 billion at December 31, 2020. (4) Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, 20 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms The changes in Total Real Estate Assets are as follows (in thousands): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Balance at beginning of period $ 2,057,820 $ 2,451,438 $ 2,720,044 $ 2,849,873 Improvements 20,762 68,518 51,052 29,865 Adjustments of property carrying values (115,525 ) (80,070 ) (6,390 ) (48,680 ) Disposals (397,622 ) (382,066 ) (313,268 ) (111,014 ) Balance at end of period $ 1,565,435 $ 2,057,820 $ 2,451,438 $ 2,720,044 The changes in Accumulated Depreciation and Amortization are as follows (in thousands): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Balance at beginning of period $ 670,509 $ 704,401 $ 720,103 $ 699,288 Depreciation for the period 54,252 69,461 36,915 40,733 Disposals (131,070 ) (103,353 ) (52,617 ) (19,918 ) Balance at end of period $ 593,691 $ 670,509 $ 704,401 $ 720,103 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company For periods after July 1, 2018, the consolidated financial statements include the results of the Company and all entities in which the Company has a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. RVI Predecessor For periods prior to July 1, 2018, the accompanying historical condensed combined financial statements and related notes of the Company do not represent the 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 SITE Centers’ 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. For periods prior to July 1, 2018, these combined financial statements reflect the revenues and direct expenses of the RVI Predecessor and include material assets and liabilities of SITE Centers 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 SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation from SITE Centers , 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. |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. The Company considered impacts to its estimates related to the COVID-19 pandemic, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the increased uncertainties surrounding the severity and duration of the COVID-19 pandemic. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition For the real estate industry, leasing transactions are not within the scope of the standard. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreement and is governed by the leasing guidance. Rental Income Rental Income on the combined and consolidated statements of operations includes contractual lease payments that generally consist of the following: • Fixed lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance from tenants in shopping centers and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges from one month to 30 years, and include the effects of applicable rent steps and abatements. • Variable lease payments, which include percentage and overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease. • Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred. • Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease. • Ancillary and other property-related rental payments, primarily composed of leasing vacant space to temporary tenants, kiosk income, and parking income, which are recognized in the period earned. For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, the Company has categorized these tenants on the cash basis of accounting. As a result, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. Business Interruption Income The Company recorded revenue for covered business interruption in the period it determined it was probable it would be compensated and the applicable contingencies with the insurance company were resolved. These income recognition criteria resulted in business interruption insurance recoveries being recorded in a period subsequent to the period the Company experienced lost revenue from the damaged properties. |
Real Estate | Real Estate Real estate assets, which include construction in progress, are stated at cost less accumulated depreciation. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 20 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms Useful lives of depreciable real estate assets are assessed periodically and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized. Construction in Progress primarily relates to shopping center redevelopments. Real Estate Impairment Assessment Individual real estate assets and intangibles are reviewed for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to significant decreases in projected cash flows including estimated fair value or changes in estimated hold periods; however, other impairment indicators could occur. An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows analysis is probability-weighted based upon management’s best estimate of the likelihood of the alternative courses of action as of the balance sheet date. If an impairment is indicated, an impairment loss is then recognized based on the excess of the carrying amount of the asset over its fair value. Aggregate impairment charges related to real estate assets were $115.5 million and $80.1 for the years ended December 31, 2020 and 2019, respectively, and $6.4 million and $48.7 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively (Note 11). Disposition of Real Estate Sales of nonfinancial assets, such as real estate, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the asset. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. The disposition of the Company’s individual properties did not qualify for discontinued operations presentation, and thus, the results of the properties that have been sold remain in Income from Continuing Operations, and any associated gains or losses from the disposition are included in Gain on Disposition of Real Estate. Real Estate Held for Sale The Company generally considers assets to be held for sale when management believes that a sale is probable within a year. This generally occurs when a sales contract is executed with no substantive contingencies and the prospective buyer has significant funds at risk. Assets that are classified as held for sale are recorded at the lower of their carrying amount or fair value, less cost to sell. The Company evaluated its property portfolio and did not identify any properties that would meet the above-mentioned criteria for held for sale as of December 31, 2020 and 2019. Interest and Real Estate Taxes Interest and real estate taxes incurred relating to the construction, expansion or redevelopment of shopping centers are capitalized and depreciated over the estimated useful life of the building. The Company will cease the capitalization of these costs when construction activities are substantially completed and the property is available for occupancy by tenants. If the Company suspends substantially all activities related to development of a qualifying asset, the Company will cease capitalization of interest and taxes until activities are resumed. Interest paid on the Company’s mortgage indebtedness and the Parent Company’s unsecured debt (2018 only) for the years ended December 31, 2020 and 2019, aggregated $20.6 million and $41.8 million, respectively, and for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, aggregated $31.4 million and $46.0 million, respectively. The Company capitalized interest of $0.1 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively, and $0.8 million and $0.1 million for the period from July 1, 2018 to December 31, 2018 and for the period from January 1, 2018 to June 30, 2018, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal. |
Restricted Cash | Restricted Cash Restricted cash represents amounts on deposit with financial institutions primarily for debt service payments, real estate taxes, capital improvements and operating reserves as required pursuant to the applicable loan agreement (Note 7). In addition, restricted cash includes Hurricane Maria property insurance settlement proceeds and related reserves of $38.5 million and $57.2 million at December 31, 2020 and 2019, respectively, pending the lender’s satisfaction that all necessary remediation has been completed. For purposes of the Company’s combined and consolidated statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents. |
Accounts Receivable | Accounts Receivable The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. Upon adoption of Accounting Standards Update No. 2016-02— Leases, as amended (“ to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because once the amount is considered not probable of being collected , earnings are reduced by a corresponding amount until the receivable is collected. Accounts receivable do not include estimated amounts not probable of being collected (primarily contract disputes) of $2.9 million and $3.1 million at December 31, 2020 and 2019, respectively. Accounts receivable are generally expected to be collected within one year. |
Treasury Shares | Treasury Shares The Company’s share repurchases are reflected as treasury shares utilizing the cost method of accounting and are presented as a reduction to consolidated shareholders’ equity. Reissuances of the Company’s treasury shares at an amount below cost are recorded as a charge to paid-in capital due to the Company’s cumulative distributions in excess of net income. |
Leases | Leases The Company adopted Topic 842 as of January 1, 2019, using the modified retrospective approach by applying the transition provisions at the beginning of the period of adoption. T • The package of practical expedients which, among other things, allowed the Company to carry forward the historical lease classification; • Land easements, allowing the Company to carry forward the accounting treatment for land easements on existing agreements and • To not separate lease and non-lease components for all leases and recording the combined component based on its predominant characteristics as rental income or expense. The Company did not adopt the practical expedient to use hindsight in determining the lease term. The Company made the following accounting policy elections as a lessor in connection with the adoption: • To include operating lease liabilities in the asset group and include the associated operating lease payments in the undiscounted cash flows when considering recoverability of a long-lived asset group and • To exclude from lease payments taxes assessed by a governmental authority that are both imposed on and concurrent with lease revenue-producing activity and collected by the lessor from the lessee (i.e., sales tax). ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the term of the lease. As most of the Company’s leases do not include an implicit rate, the Company used its incremental borrowing rate based on the information available at the commencement date of the standard in determining the present value of lease payments. For each lease, the Company utilized a market-based approach to estimate the incremental borrowing rate (“IBR”), which required significant judgment. The Company estimated base IBRs based on an analysis of (i) yields on comparable companies, (ii) observable mortgage rates and (iii) unlevered property yields and discount rates. The Company applied adjustments to the base IBRs to account for full collateralization and lease term. Operating lease ROU assets also include any lease payments made. The Company has options to extend certain of the ground leases; however, these options were not considered as part of the lease term when calculating the lease liability as they were not reasonably certain to be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income Taxes | Income Taxes The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its shareholders equal to at least 90% of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements. In the normal course of business, the Company, or one or more of its subsidiaries, is subject to examination by federal, state, commonwealth and local tax jurisdictions, in which it operates, where applicable. For the year ended December 31, 2020, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2020 , the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are the year 201 8 and forward. |
Deferred Tax Assets | Deferred Tax Assets The Company accounts for income taxes related to its taxable REIT subsidiary (“TRS”) under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded against the deferred tax assets when the Company determines that an uncertainty exists regarding their realization, which would increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made. |
Deferred Financing Costs | Deferred Financing Costs External costs and fees incurred in obtaining indebtedness are included in the Company’s combined and consolidated balance sheets as a direct deduction from the related debt liability. The aggregate costs are amortized over the terms of the related debt agreements. Such amortization is reflected in Interest Expense in the Company’s combined and consolidated statements of operations. |
Segments | Segments At December 31, 2020, the Company had two reportable operating segments: continental U.S. and Puerto Rico. The Company’s chief operating decision maker, the Company’s Board of Directors, may review operational and financial data on a property basis but also reviews the portfolio based on the two geographical areas. The tenant base of the Company primarily includes national and regional retail chains and local tenants. Consequently, the Company’s credit risk is concentrated in the retail industry. |
Fair Value Hierarchy | Fair Value Hierarchy The standard Fair Value Measurements • Level 1 Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 Quoted prices for identical assets and liabilities in markets that are inactive, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly, such as interest rates and yield curves that are observable at commonly quoted intervals and • Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
New Accounting Standards Adopted | New Accounting Standards Adopted Accounting for Credit Losses In June 2016, the Financial Accounting Standards Board (the “FASB”) issued an amendment on measurement of credit losses on financial assets held by a reporting entity at each reporting date (Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses, “Topic 326”) 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. In November 2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables , including straight-line rent receivables, recorded by lessors are explicitly excluded from the scope of Topic 326. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. Accounting for Leases During the COVID-19 Pandemic In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the impact of the COVID-19 pandemic. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of the COVID-19 pandemic on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to the impact of the COVID-19 pandemic is a modification can then elect whether to apply the modification guidance (i.e., assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company has elected not to apply lease modification accounting to lease amendments in which the total amount of rent due under the lease is substantially the same and there has been no increase in the lease term. A majority of the Company’s concession amendments within this category provide for the deferral of rental payments to a later date within the remaining lease term. In addition, if abatements are granted as part of a lease amendment, the Company has generally elected to not treat the abatements as variable rent and instead will record the concession’s impact over the tenant’s remaining lease term on a straight-line basis. Modifications to leases that involve an increase in the lease term have been treated as a lease modification. Impact of COVID-19 Pandemic on Revenue and Receivables Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico have been significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations has varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants have experienced a reduction in sales and foot traffic, and many tenants were forced to limit their operations or close their businesses for a period of time. As of December 31, 2020, all of the Company’s properties remained open and operational with 98% of tenants, based on average base rents, open for business (unaudited). This compares to an open rate low of 34% in early April 2020 (unaudited). The COVID-19 pandemic had no impact on the Company’s collection of rents for the first quarter of 2020, but it had a significant impact on collection of rents from April 2020 through December 31, 2020. The Company has engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations during the second, third and fourth quarters of 2020 and has agreed to terms on rent-deferral arrangements (and, in a small number of cases, rent abatements) and other lease modifications with a significant number of such tenants. The Company continues to evaluate its options with respect to tenants with which the Company has not reached satisfactory resolution of unpaid rents and has commenced collection actions against several tenants. For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received and all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income. The Company will remove the cash basis designation and resume recording rental income from such tenants during the period earned at such time it believes collection from the tenants is probable based upon a demonstrated payment history or recapitalization event. The Company had net billed contractual tenant accounts receivable of $6.8 million at December 31, 2020. For the year ended December 31, 2020, tenants on the cash basis of accounting and other related reserves resulted in a reduction of rental income of $16.6 million. This amount also includes reductions in contractual rental payments due from tenants as compared to pre-modification payments due to the impact of lease modifications, with a partial increase in straight-line rent to offset a portion of the impact on net income. The aggregate amount of uncollectible revenue for the year primarily was due to the impact of the COVID-19 pandemic. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Contribution of net assets from SITE Centers $ — $ — $ 677.4 $ — Stock dividends 28.1 17.3 — — Dividend declared, but not paid 23.0 39.1 24.0 — Accounts payable related to construction in progress 2.9 5.1 16.3 10.1 Note receivable related to disposition of shopping center 3.0 — — — Assumption of buildings due to ground lease terminations — 0.8 — 2.2 Receivable and reduction of real estate assets, net – related to hurricane — — — 6.1 |
Estimated Useful Lives of Assets | Real estate assets, which include construction in progress, are stated at cost less accumulated depreciation. Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 20 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms |
Other Assets and Intangibles,_2
Other Assets and Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Components of Other Assets and Intangibles | Other Assets and Intangibles, net consists of the following (in thousands): December 31, 2020 2019 Intangible assets: In-place leases, net $ 3,244 $ 5,882 Above-market leases, net 410 908 Lease origination costs, net 487 949 Tenant relationships, net 3,802 10,120 Total intangible assets, net 7,943 17,859 Operating lease ROU assets 1,509 1,714 Notes receivable (A) 3,000 — Other assets: Prepaid expenses 13,314 11,023 Other assets 276 292 Total other assets, net $ 26,042 $ 30,888 Below-market leases, net $ 13,829 $ 20,042 (A) Receivable from buyer in connection with the sale of the Riverdale Village shopping center in September 2020. Maturity date is the earlier of September 2022 (subject to buyer’s option to exercise a six-month |
Summary of Amortization Expense Related to Intangibles, Excluding Above and Below-Market Leases | Amortization expense related to the Company’s intangibles, excluding above- and below-market leases, was as follows (in thousands): Period Expense 2020 $ 2,800 2019 5,137 July 1, 2018 to December 31, 2018 5,557 January 1, 2018 to June 30, 2018 8,547 |
Schedule of Estimated Net Future Amortization Expense Excluding Above and Below Market Leases | Estimated net future amortization expense associated with the Company’s intangibles, excluding above- and below-market leases, is as follows (in thousands): Year Expense 2021 $ 1,658 2022 1,302 2023 938 2024 649 2025 536 |
Schedule of Above and Below Market Leases Estimated Net Future Amortization Income | Estimated net future amortization income associated with the Company’s above- and below-market leases is as follows (in thousands): Year Income 2021 $ 942 2022 1,038 2023 974 2024 1,001 2025 961 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Operating Lease ROU Assets and Lease Liabilities | Operating lease ROU assets and operating lease liabilities are included in the Company’s consolidated balance sheets as follows (in thousands): December 31, Classification 2020 2019 Operating Lease ROU Assets Other Assets, Net $ 1,509 $ 1,714 Operating Lease Liabilities Accounts Payable and Other Liabilities 2,602 2,835 |
Schedule of Supplemental Information Related to Operating Leases | Operating lease expenses, including straight-line expense, included in Operating and Maintenance Expense for the Company’s ground leases, aggregated $0.4 million for both of the years ended December 31, 2020 and 2019. Supplemental information related to operating leases was as follows: December 31, 2020 2019 Weighted-Average Remaining Lease Term 11.1 years 11.5 years Weighted-Average Discount Rate 6.7 % 6.6 % Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) $ 414 $ 404 |
Schedule of Maturities of Lease Liabilities under ASC 842 | As determined under Topic 842, maturities of lease liabilities were as follows for the years ended December 31, (in thousands): Year December 31, 2021 $ 423 2022 433 2023 217 2024 228 2025 239 Thereafter 2,340 Total lease payments 3,880 Less imputed interest (1,278 ) Total $ 2,602 |
Schedule of Future Minimum Rental Revenues from Rental Properties | The scheduled future minimum rental revenues from rental properties under the terms of all non-cancelable tenant leases (including those on the cash basis), assuming no new or renegotiated leases or option extensions, as determined under Topic 842 for such premises for the years ending December 31, were as follows (in thousands): Year December 31, 2021 $ 108,351 2022 94,610 2023 75,561 2024 55,682 2025 35,112 Thereafter 152,310 Total $ 521,626 |
Mortgage Indebtedness (Tables)
Mortgage Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Indebtedness Information | The following table discloses certain information regarding the Company’s indebtedness (in millions): Carrying Value at December 31, Interest Rate at December 31, Maturity Date at 2020 2019 2020 2019 December 31, 2020 Mortgage indebtedness $ 354.2 $ 674.3 4.1% 4.4% March 2021 Net unamortized debt issuance costs (9.7 ) (18.5 ) Total Mortgage Indebtedness $ 344.5 $ 655.8 |
Preferred Stock, Common Share_2
Preferred Stock, Common Shares and Redeemable Preferred Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Cash Paid Including Withholding Tax and Dividends Paid | The total cash paid includes the Puerto Rico withholding tax. The dividends were paid as follows: Year Paid 2021 2020 2019 Dividends declared per share $ 1.16 $ 2.05 $ 1.30 Volume-weighted average trading price per share $ 14.8492 $ 36.7839 $ 29.8547 Common shares issued 1,253,988 763,884 578,238 Cash paid (in millions) $ 4.4 $ 11.0 $ 6.7 |
Impairment Charges (Tables)
Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Asset Impairment Charges [Abstract] | |
Summary of Carrying Value of Assets and Estimated Fair Market Value | Impairment charges were recorded on assets based on the difference between the carrying value of the assets and the estimated fair market value. These impairments primarily were triggered by indicative bids received and changes in market assumptions due to the disposition process, as well as changes in projected cash flows as follows (in millions): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Assets marketed for sale $ 115.5 $ 80.1 $ 6.4 $ 48.7 |
Impairment Charges Measured at Fair Value | The following table presents information about the fair value of real estate that was impaired, and therefore, measured on a fair value basis, including assets disposed, along with the related impairment charge. The table also indicates the fair value hierarchy of the valuation techniques used by the Company 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 The Company December 31, 2020 $ — $ — $ 412.0 $ 412.0 $ 115.5 December 31, 2019 — — 367.3 367.3 80.1 July 1, 2018 to December 31, 2018 — — 75.6 75.6 6.4 RVI Predecessor January 1, 2018 to 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 the Company to determine the fair value for the year ended December 31, 2020 (in millions): Quantitative Information About Level 3 Fair Value Measurements Description Fair Value Valuation Technique Unobservable Inputs Range Weighted Average Long-lived assets held and used $ 205.3 Income Capitalization Approach Market Capitalization Rate 7.0% – 10.0% 122.2 Indicative Bid (A) Indicative Bid (A) N/A N/A 84.5 Discounted Cash Flow Discount Rate 12.4% – 12.6% Terminal Capitalization Rate 10.5% – 10.5% The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value for the year ended December 31, 2019 (in millions): Quantitative Information About Level 3 Fair Value Measurements Description Fair Value Valuation Technique Unobservable Inputs Range Long-lived assets held and used $ 47.1 Income Capitalization Approach Market Capitalization Rate 8.1% – 259.9 Indicative Bid (A) Indicative Bid (A) N/A 60.3 Discounted Cash Flow Discount Rate 9.5% – Terminal Capitalization Rate 7.0% – (A) Fair value measurements based upon indicative bids were developed by third-party sources (including offers and comparable sales values), subject to SITE Centers’ corroboration for reasonableness. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated values |
Transactions with SITE Centers
Transactions with SITE Centers (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Fees and Other Amounts Charged | The following table presents fees and other amounts charged by SITE Centers (in thousands): For the Period from For the Period from For the Year Ended December 31, July 1, 2018 to January 1, 2018 to 2020 2019 December 31, 2018 June 30, 2018 The Company RVI Predecessor Property management fees (A) $ 9,959 $ 11,360 $ 6,538 $ 6,819 Asset management fees (B) 8,653 10,497 6,537 — Leasing commissions (C) 2,755 3,151 1,085 982 Insurance premiums (D) — — — 2,084 Maintenance services and other (E) 1,474 1,469 809 1,085 Disposition fees (F) 3,142 3,352 2,959 1,058 Credit facility guaranty and debt refinancing fees (G) 60 1,860 60 — Legal fees (H) 361 663 336 — $ 26,404 $ 32,352 $ 18,324 $ 12,028 (A) Beginning on July 1, 2018, property management fees are generally calculated based on a percentage of tenant cash receipts collected during the three months immediately preceding the most recent June 30 or December 31. Prior to the spin-off, calculated pursuant to the respective management agreements. (For the year ended December 31, 2020, includes the monthly supplemental fees discussed below.) (B) Asset management fees are generally calculated at 0.5% per annum of the gross asset value as determined on the immediately preceding June 30 or December 31. (C) Leasing commissions represent fees charged for the execution of the leasing of retail space. Leasing commissions are included within Real Estate Assets on the consolidated balance sheets. (D) For periods prior to July 1, 2018, SITE Centers contracted with authorized insurance companies for the liability and property insurance coverage for the continental U.S. properties. The Company remitted to SITE Centers insurance premiums associated with these insurance policies. Insurance premiums are included within Operating and Maintenance Expense on the combined statements of operations. (E) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the combined and consolidated statements of operations. (F) Disposition fees equal 1% of the gross sales price of each asset sold. Disposition fees are included within Gain on Disposition of Real Estate on the consolidated statements of operations. (G) The Company paid a debt financing fee equal to 0.20% of the aggregate principal amount of the mortgage refinancing closed in March 2019 (Note 7). For periods after July 1, 2018, the credit facility guaranty fee equals 0.20% per annum of the aggregate commitments under the Revolving Credit Agreement plus an amount equal to 5.0% per annum times the average aggregate daily principal amount of loans plus the aggregate stated average daily amount of letters of credit outstanding under the Revolving Credit Agreement (Note 6). Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations. (H) Legal fees charged for collection activity and negotiating and reviewing tenant leases and contracts for asset dispositions. |
Summary of Property Management Fees | In October 2020, the Company entered into a similar supplemental fee arrangement with an affiliate of SITE Centers with respect to the six-month period ending June 30, 2021. Property Management Fees Monthly Calculated Fee Supplemental Fee Total Fee July 1, 2020 through December 31, 2020 (A) $ 435,702 $ 353,424 $ 789,126 (A) Based on the same properties owned by the Company and its subsidiaries as of April 1, 2020. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") | The following table provides the net (loss) income and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding and “diluted” EPS (in thousands, except per share amounts). For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 Numerators – Basic and Diluted Net (loss) income attributable to common shareholders after allocation to participating securities $ (93,554 ) $ 46,749 $ 8,852 Less: Earnings attributable to unvested shares (16 ) (52 ) — Net (loss) income attributable to common shareholders after allocation to participating securities $ (93,570 ) $ 46,697 $ 8,852 Denominators – Number of Shares Basic and Diluted — 19,806 19,008 18,464 (Loss) income Per Share: Basic and Diluted $ (4.72 ) $ 2.46 $ 0.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Company's Taxable Activity | The following represents the activity of the Company’s TRS (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 Book (loss) income before income taxes $ (17,973 ) $ 740 $ (1,278 ) Current $ 593 $ — $ — Deferred — — — Total income tax expense $ 593 $ — $ — |
Summary of Differences Between Total Income Tax Expense Statutory Income Tax Rate | The differences between total income tax expense and the amount computed by applying the statutory income tax rate to income before taxes with respect to the Company’s TRS activity were as follows (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to TRS 2020 2019 December 31, 2018 Statutory Rate 21 % 21 % 21 % Statutory rate applied to pre-tax (loss) income $ (3,774 ) $ 155 $ (268 ) State tax expense net of federal benefit 469 — — Deferred tax impact of transferred assets (12,345 ) — — Valuation allowance increase based on transferred assets 12,345 — — Valuation allowance increase (decrease) - other deferred 4,416 (1,909 ) 579 Other (518 ) 1,754 (311 ) Total expense $ 593 $ — $ — Effective tax rate (3.30 %) 0 % 0 % |
Summary of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities of the Company’s TRS were as follows (in thousands): For the Year Ended December 31, 2020 2019 Deferred tax assets (A) $ 60,240 $ 41,573 Deferred tax liabilities (2,522 ) (615 ) Valuation allowance (57,718 ) (40,958 ) Net deferred tax asset $ — $ — (A) Primarily attributable to net operating losses of $8.6 million and $13.5 million at December 31, 2020 and 2019, respectively, and book/tax differences in the basis of assets contributed of $48.9 million and $25.1 million as of December 31, 2020 and 2019, respectively. |
Reconciliation of GAAP Net Income Attributable to Taxable (Loss) Income | Reconciliation of GAAP net income attributable to RVI to taxable (loss) income is as follows (in thousands): For the Period from For the Year Ended December 31, July 1, 2018 to 2020 2019 December 31, 2018 GAAP net (loss) income attributable to RVI $ (93,554 ) $ 46,749 $ 8,852 Plus: Book depreciation and amortization 39,561 64,487 30,592 Less: Tax depreciation and amortization (36,418 ) (59,696 ) (23,086 ) Book/tax differences on losses from capital transactions (97,567 ) (6,789 ) (46,128 ) Deferred income (4,538 ) (154 ) 1,039 TRS equity investment 18,567 (740 ) 1,226 Impairment charges 78,555 56,090 — Nontaxable insurance proceeds — (80,007 ) — Miscellaneous book/tax differences, net 11,384 (1,724 ) 2,361 Taxable (loss) income subject to the 90% dividend requirement $ (84,010 ) $ 18,216 $ (25,144 ) |
Summary of Reconciliation Between Cash And Stock Dividends Paid and Dividend Paid Deduction | Reconciliation between cash and stock dividends paid and the dividend paid deduction is as follows (in thousands): For the Year Ended December 31, 2020 2019 Dividends paid (A) $ 39,057 $ 24,005 Less: Dividends designated to prior year (39,057 ) (22,343 ) Plus: Dividends designated from the following year — 39,057 Less: Return of capital — (22,503 ) Dividends paid deduction $ — $ 18,216 (A) Dividends paid in 2020 and 2019 include stock dividends distributed under IRS Revenue Procedure 2009-15. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Information about Company's Reportable Operating Segments | The table below presents information about the Company’s reportable operating segments (in thousands): For the Year Ended December 31, 2020 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 80,737 $ 89,071 $ 169,808 Rental operation expenses (27,417 ) (34,138 ) (61,555 ) Net operating income 53,320 54,933 108,253 Property and asset management fees (8,529 ) (10,083 ) (18,612 ) Impairment charges (54,370 ) (61,155 ) (115,525 ) Depreciation and amortization (28,395 ) (28,658 ) (57,053 ) Unallocated expenses (A) $ (32,025 ) (32,025 ) Gain (loss) on disposition of real estate, net 23,710 (910 ) 22,800 Loss before tax expense $ (92,162 ) As of December 31, 2020: Total gross real estate assets $ 597,227 $ 968,208 $ 1,565,435 For the Year Ended December 31, 2019 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 131,923 $ 107,172 $ 239,095 Rental operation expenses (38,769 ) (30,528 ) (69,297 ) Net operating income 93,154 76,644 169,798 Property and asset management fees (11,764 ) (10,093 ) (21,857 ) Impairment charges (75,590 ) (4,480 ) (80,070 ) Hurricane property insurance income, net 79,391 79,391 Depreciation and amortization (44,838 ) (29,760 ) (74,598 ) Unallocated expenses (A) $ (66,893 ) (66,893 ) Gain on disposition of real estate, net 41,482 41,482 Income before tax expense $ 47,253 As of December 31, 2019: Total gross real estate assets $ 979,128 $ 1,078,692 $ 2,057,820 For the Period from July 1, 2018 to December 31, 2018 Continental U.S. Puerto Rico Other Total The Company Lease revenue and other property revenue $ 85,349 $ 51,998 $ 137,347 Rental operation expenses (25,049 ) (14,203 ) (39,252 ) Net operating income 60,300 37,795 98,095 Property and asset management fees (7,862 ) (5,213 ) (13,075 ) Impairment charges (6,390 ) (6,390 ) Hurricane property insurance loss, net (366 ) (366 ) Depreciation and amortization (30,323 ) (12,148 ) (42,471 ) Unallocated expenses (A) $ (43,603 ) (43,603 ) Gain on disposition of real estate, net 16,813 16,813 Income before tax expense $ 9,003 As of December 31, 2018: Total gross real estate assets $ 1,419,710 $ 1,031,728 $ 2,451,438 For the Period from January 1, 2018 to June 30, 2018 Continental U.S. Puerto Rico Other Total RVI Predecessor Lease revenue and other property revenue $ 103,264 $ 51,970 $ 155,234 Rental operation expenses (30,228 ) (13,951 ) (44,179 ) Net operating income 73,036 38,019 111,055 Property and asset management fees (3,589 ) (3,230 ) (6,819 ) Impairment charges (48,680 ) (48,680 ) Hurricane property insurance loss, net (868 ) (868 ) Depreciation and amortization (37,339 ) (12,805 ) (50,144 ) Unallocated expenses (A) $ (187,586 ) (187,586 ) Gain on disposition of real estate, net 13,096 13,096 Loss before tax expense $ (169,946 ) (A) Unallocated expenses consist of General and Administrative Expenses, Interest Expense and Other Expenses as listed in the Company’s combined and consolidated statements of operations. |
Nature of Business - Additional
Nature of Business - Additional Information (Details) ft² in Millions | Jul. 01, 2018PortfolioAssetShoppingCenter | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($)ft²PortfolioAssetShoppingCenterStateshares | Dec. 31, 2018 | Dec. 31, 2019USD ($) |
Nature of Business [Line Items] | |||||
Square feet of gross leasable area of portfolio assets | ft² | 8.5 | ||||
Number of states | State | 9 | ||||
Number of portfolio assets | PortfolioAsset | 22 | ||||
Preferred stock, value | $ 190,000,000 | $ 190,000,000 | |||
Series A Preferred Stock | |||||
Nature of Business [Line Items] | |||||
Preferred stock, value | $ 190,000,000 | ||||
Separation and Distribution Agreement | |||||
Nature of Business [Line Items] | |||||
Percentage of distribution of outstanding common shares rights to holders | 100.00% | ||||
Spin-off record date | Jun. 26, 2018 | ||||
Spin off distribution description | holders of SITE Centers’ common shares received one common share of RVI for every ten shares of SITE Centers’ 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 | ||||
Separation and Distribution Agreement | Common Stock | |||||
Nature of Business [Line Items] | |||||
Share exchange ratio under agreement | 0.1 | ||||
U.S. | |||||
Nature of Business [Line Items] | |||||
Number of shopping centers | ShoppingCenter | 11 | ||||
Puerto Rico | |||||
Nature of Business [Line Items] | |||||
Number of shopping centers | ShoppingCenter | 11 | ||||
Puerto Rico | Enclosed Shopping Center | |||||
Nature of Business [Line Items] | |||||
Number of shopping centers | ShoppingCenter | 5 | ||||
SITE Centers Corp | |||||
Nature of Business [Line Items] | |||||
Number of portfolio assets in connection with spin off | PortfolioAsset | 48 | ||||
SITE Centers Corp | U.S. | |||||
Nature of Business [Line Items] | |||||
Number of shopping centers subject to spin off | ShoppingCenter | 36 | ||||
SITE Centers Corp | Puerto Rico | |||||
Nature of Business [Line Items] | |||||
Number of shopping centers subject to spin off | ShoppingCenter | 12 | ||||
Mortgage Loan | |||||
Nature of Business [Line Items] | |||||
Aggregate principal balance | $ 354,200,000 | ||||
Subsequent Event | Mortgage Loan | |||||
Nature of Business [Line Items] | |||||
Repayment of mortgage debt | $ 51,200,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
General and Administrative Expense | |
Basis Of Presentation [Line Items] | |
Employee separation charges | $ 1.1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | Aug. 22, 2018 | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Apr. 01, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment charges | $ 6,390 | $ 48,680 | $ 115,525 | $ 80,070 | ||
Maximum maturity period of liquid investments for qualifying cash equivalents | 3 months | |||||
Restricted cash | $ 115,939 | 112,246 | ||||
Provision for uncollectible amounts | $ 2,900 | $ 3,100 | ||||
Number of reportable operating segments | Segment | 2 | |||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201602Member | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | |||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||||
Accounts receivable | $ 25,302 | $ 25,195 | ||||
COVID-19 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Reduction of rental income from tenants on cash basis and reserves | $ 16,600 | |||||
Tenant Accounts Receivable | COVID-19 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of tenants opened for business | 98.00% | 34.00% | ||||
Accounts receivable | $ 6,800 | |||||
Puerto Rico | Insurance Claims | Property Insurance | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 38,500 | 57,200 | ||||
Mortgage Loan and Unsecured Debt | Mortgages Indebtedness | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Interest paid | 31,400 | 46,000 | 20,600 | 41,800 | ||
Capitalized interest | $ 800 | $ 100 | $ 100 | $ 1,100 | ||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease term of contract | 1 month | |||||
Percentage of distributed taxable income to qualify as a REIT | 90.00% | |||||
Minimum | Puerto Rico | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of distributed taxable income to qualify as a REIT | 90.00% | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease term of contract | 30 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Contribution of net assets from SITE Centers | $ 677,400 | $ 0 | $ 0 | $ 0 |
Stock dividends | 0 | 0 | 28,100 | 17,300 |
Dividend declared, but not paid | 24,000 | 0 | 23,002 | 39,057 |
Accounts payable related to construction in progress | 16,300 | 10,100 | 2,900 | 5,100 |
Note receivable related to disposition of shopping center | 0 | 0 | 3,000 | 0 |
Assumption of buildings due to ground lease terminations | 0 | 2,200 | 0 | 800 |
Receivable and reduction of real estate assets, net – related to hurricane | $ 0 | $ 6,100 | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Tenant Improvements | |
Property Plant And Equipment [Line Items] | |
Real estate assets, useful lives | Shorter of economic life or lease terms |
Minimum | Buildings | |
Property Plant And Equipment [Line Items] | |
Real estate assets, useful life | 20 years |
Minimum | Building Improvements and Fixtures | |
Property Plant And Equipment [Line Items] | |
Real estate assets, useful life | 3 years |
Maximum | Buildings | |
Property Plant And Equipment [Line Items] | |
Real estate assets, useful life | 31 years 6 months |
Maximum | Building Improvements and Fixtures | |
Property Plant And Equipment [Line Items] | |
Real estate assets, useful life | 20 years |
Other Assets and Intangibles,_3
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible assets: | ||
Total intangible assets, net | $ 7,943 | $ 17,859 |
Operating lease ROU assets | 1,509 | 1,714 |
Notes receivable(A) | 3,000 | 0 |
Other assets: | ||
Prepaid expenses | 13,314 | 11,023 |
Other assets | 276 | 292 |
Total other assets, net | 26,042 | 30,888 |
Below-market leases, net | 13,829 | 20,042 |
In-Place Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 3,244 | 5,882 |
Above-Market Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 410 | 908 |
Lease Origination Costs, Net | ||
Intangible assets: | ||
Total intangible assets, net | 487 | 949 |
Tenant Relationships, net | ||
Intangible assets: | ||
Total intangible assets, net | $ 3,802 | $ 10,120 |
Other Assets and Intangibles,_4
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Notes receivable maturity date | 2022-09 |
Notes receivable extension term | 6 months |
Other Assets and Intangibles,_5
Other Assets and Intangibles, Net - Summary of Amortization Expense Related to Intangibles, Excluding Above and Below-Market Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Assets [Abstract] | ||||
Amortization expense related to intangible assets excluding above and below market leases | $ 5,557 | $ 8,547 | $ 2,800 | $ 5,137 |
Other Assets and Intangibles,_6
Other Assets and Intangibles, Net - Schedule of Estimated Net Future Amortization Expense Excluding Above and Below Market Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Other Assets [Abstract] | |
Future amortization expense, 2021 | $ 1,658 |
Future amortization expense, 2022 | 1,302 |
Future amortization expense, 2023 | 938 |
Future amortization expense, 2024 | 649 |
Future amortization expense, 2025 | $ 536 |
Other Assets and Intangibles,_7
Other Assets and Intangibles, Net - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Above-Market Leases | ||||
Other Assets [Line Items] | ||||
Revenue | $ 0.7 | $ 0.8 | $ 0.3 | $ 0.6 |
Below-Market Leases | ||||
Other Assets [Line Items] | ||||
Revenue | $ 1.6 | $ 2.5 | $ 1.4 | $ 1.8 |
Other Assets and Intangibles,_8
Other Assets and Intangibles, Net - Schedule of Above and Below Market Leases Estimated Net Future Amortization Income (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Other Assets [Abstract] | |
Future amortization income, 2021 | $ 942 |
Future amortization income, 2022 | 1,038 |
Future amortization income, 2023 | 974 |
Future amortization income, 2024 | 1,001 |
Future amortization income, 2025 | $ 961 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | ||
Operating lease expense | $ 0.4 | $ 0.4 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Operating lease term of contract | 1 month | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Operating lease term of contract | 30 years | |
Long-term Ground Leases | ||
Operating Leased Assets [Line Items] | ||
Lease expiration period | various dates through 2033 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease ROU Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Lease ROU Assets | $ 1,509 | $ 1,714 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssets | us-gaap:OtherAssets |
Operating Lease Liabilities | $ 2,602 | $ 2,835 |
Lease liabilities, accounts payable and other liabilities | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Weighted-Average Remaining Lease Term | 11 years 1 month 6 days | 11 years 6 months |
Weighted-Average Discount Rate | 6.70% | 6.60% |
Cash paid for amounts included in the measurement — operating cash flows from lease liabilities (in thousands) | $ 414 | $ 404 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities under ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 423 | |
2022 | 433 | |
2023 | 217 | |
2024 | 228 | |
2025 | 239 | |
Thereafter | 2,340 | |
Total lease payments | 3,880 | |
Less imputed interest | (1,278) | |
Total | $ 2,602 | $ 2,835 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Revenues from Rental Properties (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 108,351 |
2022 | 94,610 |
2023 | 75,561 |
2024 | 55,682 |
2025 | 35,112 |
Thereafter | 152,310 |
Total | $ 521,626 |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Details) - USD ($) | Jul. 02, 2018 | Dec. 31, 2020 |
Line Of Credit Facility [Line Items] | ||
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 and (iii) in the event SITE Centers pays any amounts to PNC pursuant to SITE Centers’ guaranty and the Company fails to reimburse SITE Centers 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 SITE Centers until repaid by the Company at a rate per annum generally equal to the sum of the LIBOR rate plus 8.50%, prior to giving effect to the February 2021 amendment and extension. | |
Revolving Credit Agreement | ||
Line Of Credit Facility [Line Items] | ||
Revolving credit agreement maturity description | Following an extension of the Revolving Credit Agreement in February 2021, the Revolving Credit Agreement matures on the earliest to occur of (i) February 9, 2022, (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 SITE Centers 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 mortgage loan is repaid or refinanced (Note 7). | |
Line of credit facility, outstanding amount | $ 0 | |
Revolving Credit Agreement | SITE Centers Corp | Guaranty Fee and Reimbursement Letter Agreement | ||
Line Of Credit Facility [Line Items] | ||
Facility fee on aggregate revolving commitments rate per annum | 0.20% | |
Percent of outstanding loans required to be paid | 5.00% | |
Revolving Credit Agreement | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Line of credit facility, Maximum borrowing capacity | $ 30,000,000 | |
Debt instrument variable rate description | Prior to the amendment and extension of the Revolving Credit Agreement in February 2021, the Company’s borrowings under the Revolving Credit Agreement bore 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% per annum 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% per annum 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. | |
Revolving Credit Agreement | LIBOR | SITE Centers Corp | Guaranty Default Interest Rate | ||
Line Of Credit Facility [Line Items] | ||
Specified spread line of credit facility | 8.50% | |
Minimum | Revolving Credit Agreement | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Facility fee on aggregate revolving commitments rate per annum | 0.15% | |
Minimum | Revolving Credit Agreement | LIBOR | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Specified spread line of credit facility | 1.05% | |
Minimum | Revolving Credit Agreement | Alternative Base Rate | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Specified spread line of credit facility | 0.05% | |
Maximum | Revolving Credit Agreement | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Facility fee on aggregate revolving commitments rate per annum | 0.30% | |
Maximum | Revolving Credit Agreement | LIBOR | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Specified spread line of credit facility | 1.50% | |
Maximum | Revolving Credit Agreement | Alternative Base Rate | PNC Bank National Association | ||
Line Of Credit Facility [Line Items] | ||
Specified spread line of credit facility | 0.50% |
Mortgage Indebtedness - Summary
Mortgage Indebtedness - Summary of Indebtedness Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Net unamortized debt issuance costs | $ (9,700) | $ (18,500) |
Total Mortgage Indebtedness, Carrying Value | 344,485 | 655,833 |
Mortgage Indebtedness | ||
Debt Instrument [Line Items] | ||
Mortgage indebtedness | $ 354,200 | $ 674,300 |
Mortgage indebtedness, Interest Rate | 4.10% | 4.40% |
Mortgage indebtedness, Maturity Date | Mar. 9, 2021 |
Mortgage Indebtedness - Additio
Mortgage Indebtedness - Additional Information (Details) | Mar. 10, 2021 | Mar. 09, 2021 | Jan. 31, 2021USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)Option | Dec. 31, 2019USD ($) | Mar. 11, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Debt extinguishment costs | $ (6,431,000) | $ (109,036,000) | $ (5,922,000) | $ (19,379,000) | |||||
Refinancing | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate financing costs | 20,200,000 | ||||||||
Debt financing fee paid to SITE centers | 1,800,000 | ||||||||
Debt extinguishment costs | $ 12,700,000 | ||||||||
Mortgage Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal balance | $ 354,200,000 | ||||||||
Debt yield ratio | 18.40% | ||||||||
Required debt yield threshold percentage to extend loan | 13.00% | ||||||||
Debt instrument initial term | 2 years | ||||||||
Prepayment premium amount expected to be paid in future | $ 0 | ||||||||
Mortgage Loan | Scenario Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Frequency of scheduled principal payment | one | ||||||||
Scheduled principal payment | $ 354,200,000 | ||||||||
Mortgage Loan | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt yield ratio | 10.00% | ||||||||
Mortgage Loan | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument extension options maturity period | 1 year | ||||||||
Extended debt instrument maturity date | Mar. 9, 2022 | Mar. 9, 2022 | |||||||
Repayment of mortgage debt | $ 51,200,000 | ||||||||
Mortgage Loan | Promissory Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Voluntary prepayment on mortgage loan | $ 65,000,000 | ||||||||
Aggregate principal balance | $ 900,000,000 | ||||||||
Debt instrument initial maturity date | Mar. 9, 2021 | ||||||||
Debt instrument number of extension options | Option | 3 | ||||||||
Debt instrument extension options maturity period | 1 year | ||||||||
Interest rate description | one-month LIBOR plus a spread of 3.94% per annum | ||||||||
Percentage of debt instrument spread increase upon extension | 0.25% | ||||||||
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. 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. | ||||||||
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 | 3.94% | ||||||||
Mortgage Loan | Promissory Notes | Second One-year Extension Option | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt yield ratio | 13.00% | ||||||||
Mortgage Loan | Promissory Notes | Third One-year Extension Option | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional debt yield ratio | 14.00% | ||||||||
Debt Yield Minimum | Debt Yield Less Than or Equal to 14.0% | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt yield ratio | 14.00% | ||||||||
Percentage of net sales proceeds from sale of properties | 100.00% | ||||||||
Percentage of allocated loan amount | 110.00% | ||||||||
Debt Yield Maximum | Debt Yield Greater Than 14.0% | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt yield ratio | 14.00% | ||||||||
Percentage of net sales proceeds from sale of properties | 90.00% | ||||||||
Percentage of allocated loan amount | 105.00% | ||||||||
SITE Centers Unsecured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest Expense | $ 4,400,000 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Mortgage indebtedness, net | $ 344,485 | $ 655,833 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Mortgage indebtedness, net | $ 362,700 | $ 682,200 |
Preferred Stock, Common Share_3
Preferred Stock, Common Shares and Redeemable Preferred Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 01, 2018 | |
Class Of Stock [Line Items] | |||||||
Preferred stock, value | $ 190,000,000 | $ 190,000,000 | |||||
Common shares, shares issued | 19,829,498 | 19,052,592 | 18,465,165 | ||||
Common shares, par value | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Common shares, withholding tax | 10.00% | 10.00% | 10.00% | ||||
Common stock aggregate percentage of dividend paid in cash | 20.00% | 20.00% | |||||
Percentage of distributions declared | 90.00% | ||||||
Subsequent Event | |||||||
Class Of Stock [Line Items] | |||||||
Common stock aggregate percentage of dividend paid in cash | 10.00% | ||||||
Series A Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, value | $ 190,000,000 | ||||||
Minimum threshold amount required to increase preferred stock | $ 2,000,000,000 | ||||||
Description of mandatory redemption of preferred shares | 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 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 | Aggregate Gross Proceeds of Asset Sales Subsequent to July 1, 2018 Exceed $2.0 Billion | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, redemption price per share | $ 1 | ||||||
Maximum | Series A Preferred Stock | Aggregate Gross Proceeds of Asset Sales Subsequent to July 1, 2018 Exceed $2.0 Billion | |||||||
Class Of Stock [Line Items] | |||||||
Preferred stock, value | $ 200,000,000 | ||||||
Maximum increase in preferred stock amount | $ 10,000,000 |
Preferred Stock, Common Share_4
Preferred Stock, Common Shares and Redeemable Preferred Equity - Schedule of Cash Paid Including Withholding Tax and Dividends Paid (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Stock [Line Items] | |||
Dividends declared per share | $ 2.05 | $ 1.30 | |
Volume-weighted average trading price per share | $ 36.7839 | $ 29.8547 | |
Common shares issued | 763,884 | 578,238 | |
Cash paid (in millions) | $ 11 | $ 6.7 | |
Scenario Forecast | |||
Class Of Stock [Line Items] | |||
Dividends declared per share | $ 1.16 | ||
Volume-weighted average trading price per share | $ 14.8492 | ||
Common shares issued | 1,253,988 | ||
Cash paid (in millions) | $ 4.4 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands, ft² in Millions | Jul. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017ft²ShoppingCenter |
Contingencies And Commitments [Line Items] | ||||||||
Business interruption income | $ 4,404 | $ 5,100 | $ 0 | $ 7,675 | ||||
Hurricane property insurance proceeds | 20,000 | 20,193 | 0 | 107,691 | ||||
Restricted cash | $ 112,246 | 115,939 | 112,246 | |||||
Restricted cash property damage settlement | 32,000 | |||||||
Restricted cash other reserves | 6,500 | |||||||
Hurricane property insurance income | (366) | (868) | 0 | 79,391 | ||||
Shopping Centers | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Aggregate commitment amount with general contractors | 1,800 | |||||||
Puerto Rico | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Number of properties owned | ShoppingCenter | 12 | |||||||
Gross leasable area of properties owned | ft² | 4.4 | |||||||
Hurricane property insurance income | 77,500 | |||||||
Puerto Rico | Insurance Claims | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Property insurance settlement amount | $ 154,400 | |||||||
Property insurance claim received | $ 83,900 | 157,400 | ||||||
Proceeds from tenant related to restoration of space | 3,000 | |||||||
Puerto Rico | Insurance Claims | Property Insurance | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Restricted cash | 57,200 | $ 38,500 | 57,200 | |||||
Puerto Rico | Insurance Claims | SITE Centers Corp | Separation and Distribution Agreement | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Unreimbursed business interruption losses | 800 | |||||||
Puerto Rico | Insurance Claims | Business Interruption Income | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Business interruption settlement amount | $ 31,300 | |||||||
Business interruption income | $ 24,300 | |||||||
Puerto Rico | Insurance Claims | Property Damage and Business Interruption Income | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Hurricane property insurance proceeds | $ 77,500 | |||||||
Puerto Rico | Loss from Catastrophes | ||||||||
Contingencies And Commitments [Line Items] | ||||||||
Net book value of the property written off | 78,800 | |||||||
Rental revenues lost and not recognized | $ 4,300 | $ 6,600 | $ 2,900 |
Impairment Charges - Summary of
Impairment Charges - Summary of Carrying Value of Assets and Estimated Fair Market Value (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Asset Impairment Charges [Abstract] | ||||
Impairment charges | $ 6,390 | $ 48,680 | $ 115,525 | $ 80,070 |
Impairment Charges - Impairment
Impairment Charges - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used, Total Impairment Charges | $ 6,390 | $ 48,680 | $ 115,525 | $ 80,070 |
SITE Centers Corp | Fair Value Measurements | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | 75,600 | 403,400 | 412,000 | 367,300 |
Long-lived assets held and used, Total Impairment Charges | 6,400 | 48,700 | 115,500 | 80,100 |
SITE Centers Corp | Fair Value Measurements | Level 1 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | 0 | 0 | 0 | 0 |
SITE Centers Corp | Fair Value Measurements | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | 0 | 0 | 0 | 0 |
SITE Centers 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 | $ 75,600 | $ 403,400 | $ 412,000 | $ 367,300 |
Impairment Charges - Summary _2
Impairment Charges - Summary of Significant Unobservable Inputs (Details) - SITE Centers Corp - Fair Value Measurements - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | $ 412 | $ 367.3 | $ 75.6 | $ 403.4 |
Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | 412 | 367.3 | $ 75.6 | $ 403.4 |
Impairment Of 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 | $ 205.3 | $ 47.1 | ||
Impairment Of Assets | Level 3 | Income Capitalization Approach | Measurement Input Cap Rate | Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 7.00% | 8.10% | ||
Impairment Of Assets | Level 3 | Income Capitalization Approach | Measurement Input Cap Rate | Maximum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 15.00% | 9.10% | ||
Impairment Of Assets | Level 3 | Income Capitalization Approach | Measurement Input Cap Rate | Weighted Average | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 10.00% | |||
Impairment Of Assets | Level 3 | Indicative Bid | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | $ 122.2 | $ 259.9 | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Long-lived assets held and used | $ 84.5 | $ 60.3 | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Discount Rate | Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 12.40% | 9.50% | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Discount Rate | Maximum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 15.70% | 18.10% | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Discount Rate | Weighted Average | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 12.60% | |||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Terminal Capitalization Rate | Minimum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 10.50% | 7.00% | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Terminal Capitalization Rate | Maximum | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 11.00% | 10.00% | ||
Impairment Of Assets | Level 3 | Discounted Cash Flow | Measurement Input Terminal Capitalization Rate | Weighted Average | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Unobservable Inputs | 10.50% |
Transactions with SITE Center_2
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Details) - SITE Centers Corp - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Property management fees | $ 6,538 | $ 6,819 | $ 9,959 | $ 11,360 |
Asset management fees | 6,537 | 0 | 8,653 | 10,497 |
Leasing commissions | 1,085 | 982 | 2,755 | 3,151 |
Insurance premiums | 0 | 2,084 | 0 | 0 |
Maintenance services and other | 809 | 1,085 | 1,474 | 1,469 |
Disposition fees | 2,959 | 1,058 | 3,142 | 3,352 |
Credit facility guaranty and debt refinancing fees | 60 | 0 | 60 | 1,860 |
Legal fees | 336 | 0 | 361 | 663 |
Total fees and other amount charges | $ 18,324 | $ 12,028 | $ 26,404 | $ 32,352 |
Transactions with SITE Center_3
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Parenthetical) (Details) - SITE Centers Corp | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Percentage of gross asset value for calculation of asset management fees | 0.50% | |||
Percentage of gross sales price of asset sold | 1.00% | |||
Revolving Credit Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percentage of debt financing fee equal to aggregate principal amount | 0.20% | |||
Percentage of facility fee on aggregate revolving commitments rate per annum | 0.20% | 0.20% | 0.20% | |
Average percent of outstanding loans required to be paid | 5.00% | 5.00% | 5.00% | |
Calculation of guaranty and refinancing fee | The Company paid a debt financing fee equal to 0.20% of the aggregate principal amount of the mortgage refinancing closed in March 2019 (Note 7). For periods after July 1, 2018, the credit facility guaranty fee equals 0.20% per annum of the aggregate commitments under the Revolving Credit Agreement plus an amount equal to 5.0% per annum times the average aggregate daily principal amount of loans plus the aggregate stated average daily amount of letters of credit outstanding under the Revolving Credit Agreement (Note 6). Credit facility guaranty fees are included within Interest Expense on the consolidated statements of operations. |
Transactions with SITE Center_4
Transactions with SITE Centers - Summary of Property Management Fees (Details) - SITE Centers Corp | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |
Monthly Calculated Fee | $ 435,702 |
Supplemental Fee | 353,424 |
Total Fee | $ 789,126 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net Income and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to common shareholders after allocation to participating securities | $ 8,852 | $ (174,156) | $ (93,554) | $ 46,749 |
Less: Earnings attributable to unvested shares | (16) | (52) | ||
Net (loss) income attributable to common shareholders after allocation to participating securities | $ 8,852 | $ (93,570) | $ 46,697 | |
Denominators – Number of Shares | ||||
Basic and Diluted—Average shares outstanding | 18,464 | 19,806 | 19,008 | |
(Loss) income Per Share: | ||||
Basic and diluted | $ 0.48 | $ (4.72) | $ 2.46 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Share Units | Outside Directors | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive shares excluded from computation of diluted income (loss) per share | 13,476 | 25,528 | 33,636 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | Aug. 22, 2018 | Nov. 30, 2020 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Line Items] | ||||||
Number of subsequent taxable years | 4 years | |||||
Net taxable income distributed to shareholders, withholding tax | 10.00% | 10.00% | 10.00% | |||
Net tax payments | $ 0.3 | $ 0.4 | ||||
Puerto Rico | ||||||
Income Taxes [Line Items] | ||||||
Net taxable income distributed to shareholders, withholding tax | 10.00% | |||||
Minimum | ||||||
Income Taxes [Line Items] | ||||||
Percentage of distributed taxable income to qualify as a REIT | 90.00% | |||||
Minimum | Puerto Rico | ||||||
Income Taxes [Line Items] | ||||||
Percentage of distributed taxable income to qualify as a REIT | 90.00% |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Taxable Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Before Income Taxes [Line Items] | |||
Total income tax expense | $ 300 | $ 400 | |
TRS | |||
Income Before Income Taxes [Line Items] | |||
Book (loss) income before income taxes | $ (1,278) | (17,973) | 740 |
Current | 0 | 593 | 0 |
Deferred | 0 | 0 | 0 |
Total income tax expense | $ 0 | $ 593 | $ 0 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Differences Between Total Income Tax Expense and Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense Benefit [Line Items] | |||
Other | $ (2,361) | $ (11,384) | $ 1,724 |
Total expense | $ 300 | $ 400 | |
TRS | |||
Income Tax Expense Benefit [Line Items] | |||
Statutory Rate | 21.00% | 21.00% | 21.00% |
Statutory rate applied to pre-tax (loss) income | $ (268) | $ (3,774) | $ 155 |
State tax expense net of federal benefit | 0 | 469 | 0 |
Deferred tax impact of transferred assets | 0 | (12,345) | 0 |
Valuation allowance increase based on transferred assets | 0 | 12,345 | 0 |
Valuation allowance increase (decrease) - other deferred | 579 | 4,416 | (1,909) |
Other | (311) | (518) | 1,754 |
Total expense | $ 0 | $ 593 | $ 0 |
Effective tax rate | 0.00% | (3.30%) | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - TRS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Expense Benefit [Line Items] | ||
Deferred tax assets | $ 60,240 | $ 41,573 |
Deferred tax liabilities | (2,522) | (615) |
Valuation allowance | (57,718) | (40,958) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Summary of Def_2
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 8.6 | $ 13.5 |
GAAP tax basis difference | $ 48.9 | $ 25.1 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable (Loss) Income (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
GAAP net (loss) income attributable to RVI | $ 8,852 | $ (174,156) | $ (93,554) | $ 46,749 |
Plus: Book depreciation and amortization | 30,592 | 39,561 | 64,487 | |
Less: Tax depreciation and amortization | (23,086) | (36,418) | (59,696) | |
Book/tax differences on losses from capital transactions | (46,128) | (97,567) | (6,789) | |
Deferred income | 1,039 | (4,538) | (154) | |
TRS equity investment | 1,226 | 18,567 | (740) | |
Impairment charges | 0 | 78,555 | 56,090 | |
Nontaxable insurance proceeds | 0 | 0 | (80,007) | |
Miscellaneous book/tax differences, net | 2,361 | 11,384 | (1,724) | |
Taxable (loss) income subject to the 90% dividend requirement | $ (25,144) | $ (84,010) | $ 18,216 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of GAAP Net Income Attributable to Taxable Income (Loss) (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Percentage of taxable loss dividend rate | 90.00% | 90.00% | 90.00% |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Cash And Stock Dividends Paid and Dividend Paid Deduction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Dividends paid | $ 39,057 | $ 24,005 |
Less: Dividends designated to prior year | (39,057) | (22,343) |
Plus: Dividends designated from the following year | 0 | 39,057 |
Less: Return of capital | 0 | (22,503) |
Dividends paid deduction | $ 0 | $ 18,216 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Information about Company's Reportable Operating Segments (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||||
Lease revenue and other property revenue | $ 137,347 | $ 155,234 | $ 169,808 | $ 239,095 |
Rental operation expenses | (39,252) | (44,179) | (61,555) | (69,297) |
Net operating income | 98,095 | 111,055 | 108,253 | 169,798 |
Property and asset management fees | (13,075) | (6,819) | (18,612) | (21,857) |
Impairment charges | (6,390) | (48,680) | (115,525) | (80,070) |
Hurricane property insurance income (loss), net | (366) | (868) | 0 | 79,391 |
Depreciation and amortization | (42,471) | (50,144) | (57,053) | (74,598) |
Unallocated expenses | (43,603) | (187,586) | (32,025) | (66,893) |
Gain (loss) on disposition of real estate, net | 16,813 | 13,096 | 22,800 | 41,482 |
(Loss) income before tax expense | 9,003 | (169,946) | (92,162) | 47,253 |
Total gross real estate assets | 2,451,438 | 1,565,435 | 2,057,820 | |
Continental U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Lease revenue and other property revenue | 85,349 | 103,264 | 80,737 | 131,923 |
Rental operation expenses | (25,049) | (30,228) | (27,417) | (38,769) |
Net operating income | 60,300 | 73,036 | 53,320 | 93,154 |
Property and asset management fees | (7,862) | (3,589) | (8,529) | (11,764) |
Impairment charges | (6,390) | (48,680) | (54,370) | (75,590) |
Hurricane property insurance income (loss), net | 0 | 0 | 0 | |
Depreciation and amortization | (30,323) | (37,339) | (28,395) | (44,838) |
Unallocated expenses | 0 | 0 | 0 | |
Gain (loss) on disposition of real estate, net | 16,813 | 13,096 | 23,710 | 41,482 |
(Loss) income before tax expense | 0 | 0 | 0 | |
Total gross real estate assets | 1,419,710 | 597,227 | 979,128 | |
Puerto Rico | ||||
Segment Reporting Information [Line Items] | ||||
Lease revenue and other property revenue | 51,998 | 51,970 | 89,071 | 107,172 |
Rental operation expenses | (14,203) | (13,951) | (34,138) | (30,528) |
Net operating income | 37,795 | 38,019 | 54,933 | 76,644 |
Property and asset management fees | (5,213) | (3,230) | (10,083) | (10,093) |
Impairment charges | 0 | 0 | (61,155) | (4,480) |
Hurricane property insurance income (loss), net | (366) | (868) | 79,391 | |
Depreciation and amortization | (12,148) | (12,805) | (28,658) | (29,760) |
Unallocated expenses | 0 | 0 | 0 | |
Gain (loss) on disposition of real estate, net | 0 | 0 | (910) | 0 |
(Loss) income before tax expense | 0 | 0 | 0 | |
Total gross real estate assets | 1,031,728 | 968,208 | 1,078,692 | |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Lease revenue and other property revenue | 0 | 0 | 0 | |
Rental operation expenses | 0 | 0 | 0 | |
Net operating income | 0 | 0 | 0 | |
Property and asset management fees | 0 | 0 | 0 | |
Impairment charges | 0 | 0 | 0 | |
Hurricane property insurance income (loss), net | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | |
Unallocated expenses | (43,603) | (187,586) | $ (32,025) | (66,893) |
Gain (loss) on disposition of real estate, net | 0 | 0 | 0 | |
(Loss) income before tax expense | 0 | $ 0 | 0 | |
Total gross real estate assets | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 10, 2021 | Mar. 09, 2021 | Jan. 12, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||
Common stock, shares dividend paid | $ 2.05 | $ 1.30 | |||||
Revolving Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Tangible net worth covenant | $ 500 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares dividend paid | $ 1.16 | ||||||
Dividends payable to shareholders through cash, common shares | Jan. 12, 2021 | ||||||
Subsequent Event | Restricted Cash | |||||||
Subsequent Event [Line Items] | |||||||
Restricted cash from assets sales used to repay mortgage debt | $ 51.2 | ||||||
Subsequent Event | Mortgage Loan | |||||||
Subsequent Event [Line Items] | |||||||
Extended debt instrument maturity date | Mar. 9, 2022 | Mar. 9, 2022 | |||||
Restricted cash from assets sales used to repay mortgage debt | $ 51.2 | ||||||
Subsequent Event | Revolving Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Extended debt instrument maturity date | Mar. 9, 2021 | ||||||
Subsequent Event | Second Amendment to Revolving Credit Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Extended debt instrument maturity date | Feb. 9, 2022 | ||||||
Tangible net worth covenant | $ 400 | ||||||
Subsequent Event | Second Amendment to Revolving Credit Agreement | LIBOR | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of debt instrument spread increase upon extension | 0.0025% |
SCHEDULE II - Valuation and Q_2
SCHEDULE II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Uncollectible Accounts | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 13,461 | $ 13,141 | $ 3,628 | $ 11,103 |
Charged to Expense | 357 | (820) | 1,581 | 430 |
Deductions | (669) | (1,140) | 1,778 | 7,905 |
Balance at End of Period | 11,103 | 13,461 | 3,431 | 3,628 |
Allowance for Uncollectible Accounts | Previously Reported | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | 14,487 | |||
Balance at End of Period | 14,487 | |||
Valuation Allowance for Deferred Tax Assets | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | 42,288 | 40,958 | 42,867 | |
Charged to Expense | 0 | 16,760 | 0 | |
Deductions | (579) | 1,909 | ||
Balance at End of Period | 42,867 | 42,288 | $ 57,718 | $ 40,958 |
Valuation Allowance for Deferred Tax Assets | Previously Reported | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | $ 0 | |||
Balance at End of Period | 0 | |||
Valuation Allowance for Deferred and Prepaid Tax Assets | ||||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||||
Balance at Beginning of Period | 11,254 | |||
Charged to Expense | 3,991 | |||
Deductions | $ 15,245 |
SCHEDULE III - Summary of Real
SCHEDULE III - Summary of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | $ 449,869 | ||||
Buildings & Improvements, Initial Cost | 1,142,513 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 397,699 | ||||
Buildings & Improvements, Total Cost | 1,167,736 | ||||
Total Cost | 1,565,435 | $ 2,057,820 | $ 2,451,438 | $ 2,720,044 | $ 2,849,873 |
Accumulated Depreciation | 593,691 | ||||
Total Cost, Net of Accumulated Depreciation | 971,744 | ||||
Green Ridge Square (Michigan) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 3,380 | ||||
Buildings & Improvements, Initial Cost | 26,990 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 3,380 | ||||
Buildings & Improvements, Total Cost | 27,165 | ||||
Total Cost | 30,545 | ||||
Accumulated Depreciation | 19,128 | ||||
Total Cost, Net of Accumulated Depreciation | 11,417 | ||||
Maple Grove Crossing (Minnesota) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 8,917 | ||||
Buildings & Improvements, Initial Cost | 27,332 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 8,917 | ||||
Buildings & Improvements, Total Cost | 26,723 | ||||
Total Cost | 35,640 | ||||
Accumulated Depreciation | 8,650 | ||||
Total Cost, Net of Accumulated Depreciation | 26,990 | ||||
Crossroads Center (Mississippi) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 0 | ||||
Buildings & Improvements, Initial Cost | 57,848 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 0 | ||||
Buildings & Improvements, Total Cost | 58,788 | ||||
Total Cost | 58,788 | ||||
Accumulated Depreciation | 33,866 | ||||
Total Cost, Net of Accumulated Depreciation | 24,922 | ||||
Seabrook Commons (New Hampshire) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 8,076 | ||||
Buildings & Improvements, Initial Cost | 35,150 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 6,399 | ||||
Buildings & Improvements, Total Cost | 30,046 | ||||
Total Cost | 36,445 | ||||
Accumulated Depreciation | 9,707 | ||||
Total Cost, Net of Accumulated Depreciation | 26,738 | ||||
Wrangleboro Cons Sq (New Jersey) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 45,353 | ||||
Buildings & Improvements, Initial Cost | 114,262 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 41,536 | ||||
Buildings & Improvements, Total Cost | 115,955 | ||||
Total Cost | 157,491 | ||||
Accumulated Depreciation | 64,602 | ||||
Total Cost, Net of Accumulated Depreciation | 92,889 | ||||
Great Northern Plaza (Ohio) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 24,352 | ||||
Buildings & Improvements, Initial Cost | 64,357 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 20,992 | ||||
Buildings & Improvements, Total Cost | 59,537 | ||||
Total Cost | 80,529 | ||||
Accumulated Depreciation | 24,041 | ||||
Total Cost, Net of Accumulated Depreciation | 56,488 | ||||
Uptown Solon (Ohio) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 6,220 | ||||
Buildings & Improvements, Initial Cost | 27,376 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 3,755 | ||||
Buildings & Improvements, Total Cost | 24,223 | ||||
Total Cost | 27,978 | ||||
Accumulated Depreciation | 18,417 | ||||
Total Cost, Net of Accumulated Depreciation | 9,561 | ||||
Peach Street Square (Pennsylvania) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 10,378 | ||||
Buildings & Improvements, Initial Cost | 73,756 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 10,042 | ||||
Buildings & Improvements, Total Cost | 73,038 | ||||
Total Cost | 83,080 | ||||
Accumulated Depreciation | 42,866 | ||||
Total Cost, Net of Accumulated Depreciation | 40,214 | ||||
Noble Town Center (Pennsylvania) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 4,705 | ||||
Buildings & Improvements, Initial Cost | 25,045 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 2,658 | ||||
Buildings & Improvements, Total Cost | 17,437 | ||||
Total Cost | 20,095 | ||||
Accumulated Depreciation | 6,250 | ||||
Total Cost, Net of Accumulated Depreciation | 13,845 | ||||
Willowbrook Plaza (Texas) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 12,281 | ||||
Buildings & Improvements, Initial Cost | 50,956 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 7,062 | ||||
Buildings & Improvements, Total Cost | 35,228 | ||||
Total Cost | 42,290 | ||||
Accumulated Depreciation | 11,199 | ||||
Total Cost, Net of Accumulated Depreciation | 31,091 | ||||
Marketplace of Brown Deer (Wisconsin) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 8,465 | ||||
Buildings & Improvements, Initial Cost | 38,320 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 1,967 | ||||
Buildings & Improvements, Total Cost | 22,377 | ||||
Total Cost | 24,344 | ||||
Accumulated Depreciation | 14,839 | ||||
Total Cost, Net of Accumulated Depreciation | 9,505 | ||||
Plaza del Atlantico (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 2,890 | ||||
Buildings & Improvements, Initial Cost | 13,713 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 2,890 | ||||
Buildings & Improvements, Total Cost | 21,816 | ||||
Total Cost | 24,706 | ||||
Accumulated Depreciation | 11,282 | ||||
Total Cost, Net of Accumulated Depreciation | 13,424 | ||||
Plaza del Sol (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 110,823 | ||||
Buildings & Improvements, Initial Cost | 172,962 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 110,823 | ||||
Buildings & Improvements, Total Cost | 186,655 | ||||
Total Cost | 297,478 | ||||
Accumulated Depreciation | 89,901 | ||||
Total Cost, Net of Accumulated Depreciation | 207,577 | ||||
Plaza Rio Hondo (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 69,217 | ||||
Buildings & Improvements, Initial Cost | 97,705 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 69,217 | ||||
Buildings & Improvements, Total Cost | 112,011 | ||||
Total Cost | 181,228 | ||||
Accumulated Depreciation | 55,086 | ||||
Total Cost, Net of Accumulated Depreciation | 126,142 | ||||
Plaza Escorial (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 28,601 | ||||
Buildings & Improvements, Initial Cost | 70,620 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 28,601 | ||||
Buildings & Improvements, Total Cost | 75,052 | ||||
Total Cost | 103,653 | ||||
Accumulated Depreciation | 37,164 | ||||
Total Cost, Net of Accumulated Depreciation | 66,489 | ||||
Plaza Cayey (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 18,538 | ||||
Buildings & Improvements, Initial Cost | 25,887 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 18,538 | ||||
Buildings & Improvements, Total Cost | 29,517 | ||||
Total Cost | 48,055 | ||||
Accumulated Depreciation | 13,546 | ||||
Total Cost, Net of Accumulated Depreciation | 34,509 | ||||
Plaza Fajardo (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 4,376 | ||||
Buildings & Improvements, Initial Cost | 43,366 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 4,376 | ||||
Buildings & Improvements, Total Cost | 50,627 | ||||
Total Cost | 55,003 | ||||
Accumulated Depreciation | 20,717 | ||||
Total Cost, Net of Accumulated Depreciation | 34,286 | ||||
Plaza Wal-Mart (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 1,311 | ||||
Buildings & Improvements, Initial Cost | 13,505 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 1,311 | ||||
Buildings & Improvements, Total Cost | 16,061 | ||||
Total Cost | 17,372 | ||||
Accumulated Depreciation | 8,317 | ||||
Total Cost, Net of Accumulated Depreciation | 9,055 | ||||
Plaza del Norte (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 60,527 | ||||
Buildings & Improvements, Initial Cost | 95,829 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 36,477 | ||||
Buildings & Improvements, Total Cost | 106,430 | ||||
Total Cost | 142,907 | ||||
Accumulated Depreciation | 64,462 | ||||
Total Cost, Net of Accumulated Depreciation | 78,445 | ||||
Plaza Isabela (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 10,236 | ||||
Buildings & Improvements, Initial Cost | 39,264 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 10,236 | ||||
Buildings & Improvements, Total Cost | 42,572 | ||||
Total Cost | 52,808 | ||||
Accumulated Depreciation | 20,634 | ||||
Total Cost, Net of Accumulated Depreciation | 32,174 | ||||
Senorial Plaza (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 7,392 | ||||
Buildings & Improvements, Initial Cost | 19,553 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 7,392 | ||||
Buildings & Improvements, Total Cost | 26,504 | ||||
Total Cost | 33,896 | ||||
Accumulated Depreciation | 12,796 | ||||
Total Cost, Net of Accumulated Depreciation | 21,100 | ||||
Plaza Vega Baja (Puerto Rico) | |||||
Real Estate And Accumulated Depreciation [Line Items] | |||||
Land, Initial Cost | 3,831 | ||||
Buildings & Improvements, Initial Cost | 8,717 | ||||
Improvements, Initial Cost | 0 | ||||
Land, Total Cost | 1,130 | ||||
Buildings & Improvements, Total Cost | 9,974 | ||||
Total Cost | 11,104 | ||||
Accumulated Depreciation | 6,221 | ||||
Total Cost, Net of Accumulated Depreciation | $ 4,883 |
SCHEDULE III - Summary of Rea_2
SCHEDULE III - Summary of Real Estate and Accumulated Depreciation (Parenthetical) (Details) $ in Billions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Real Estate And Accumulated Depreciation [Line Items] | |
Tax cost basis of assets | $ 2 |
Minimum | Buildings | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 20 years |
Minimum | Building Improvements and Fixtures | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 3 years |
Maximum | Buildings | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 31 years 6 months |
Maximum | Building Improvements and Fixtures | |
Real Estate And Accumulated Depreciation [Line Items] | |
Useful lives | 20 years |
SCHEDULE III - Summary of Chang
SCHEDULE III - Summary of Changes in Total Real Estate Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | ||||
Balance at beginning of period | $ 2,720,044 | $ 2,849,873 | $ 2,057,820 | $ 2,451,438 |
Improvements | 51,052 | 29,865 | 20,762 | 68,518 |
Adjustments of property carrying values | (6,390) | (48,680) | (115,525) | (80,070) |
Disposals | (313,268) | (111,014) | (397,622) | (382,066) |
Balance at end of period | $ 2,451,438 | $ 2,720,044 | $ 1,565,435 | $ 2,057,820 |
SCHEDULE III - Summary of Accum
SCHEDULE III - Summary of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | ||||
Balance at beginning of period | $ 720,103 | $ 699,288 | $ 670,509 | $ 704,401 |
Depreciation for the period | 36,915 | 40,733 | 54,252 | 69,461 |
Disposals | (52,617) | (19,918) | (131,070) | (103,353) |
Balance at end of period | $ 704,401 | $ 720,103 | $ 593,691 | $ 670,509 |