Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RVI | |
Entity Registrant Name | RETAIL VALUE INC. | |
Entity Central Index Key | 0001735184 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,117,150 | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Shares, Par Value $0.10 Per Share | |
Security Exchange Name | NYSE | |
Entity File Number | 1-38517 | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 82-4182996 | |
Entity Address, Address Line One | 3300 Enterprise Parkway | |
Entity Address, City or Town | Beachwood | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44122 | |
City Area Code | 216 | |
Local Phone Number | 755-5500 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Land | $ 10,442 | $ 106,708 |
Buildings | 99,141 | 421,401 |
Fixtures and tenant improvements | 22,755 | 68,795 |
Total real estate rental property | 132,338 | 596,904 |
Less: Accumulated depreciation | (67,377) | (253,565) |
Real estate rental property, net | 64,961 | 343,339 |
Construction in progress | 2,341 | 321 |
Total real estate assets, net | 67,302 | 343,660 |
Cash and cash equivalents | 460,949 | 56,849 |
Restricted cash | 0 | 115,939 |
Accounts receivable | 7,960 | 15,007 |
Other assets, net | 9,063 | 15,219 |
Assets related to discontinued operations | 0 | 649,202 |
Real estate assets and other assets held for sale | 240,682 | 0 |
Total assets | 785,956 | 1,195,876 |
Liabilities and Equity | ||
Mortgage indebtedness, net | 0 | 258,795 |
Accounts payable and other liabilities | 17,433 | 25,848 |
Dividends payable | 0 | 23,002 |
Liabilities related to discontinued operations | 0 | 98,445 |
Liabilities held for sale | 4,698 | 0 |
Total liabilities | 22,131 | 406,090 |
Commitments and contingencies (Note 6) | ||
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; 21,117,748 and 19,829,498 shares issued at September 30, 2021 and December 31, 2020, respectively | 2,112 | 1,983 |
Additional paid-in capital | 740,517 | 721,234 |
Accumulated distributions in excess of net loss | (168,791) | (123,428) |
Less: Common shares in treasury at cost: 598 and 234 shares at September 30, 2021 and December 31, 2020, respectively | (13) | (3) |
Total equity | 573,825 | 599,786 |
Total liabilities and equity | $ 785,956 | $ 1,195,876 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 21,117,748 | 19,829,498 |
Treasury common shares | 598 | 234 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from operations: | ||||
Rental income | $ 14,659 | $ 19,366 | $ 50,221 | $ 63,374 |
Other income (expense), net | (31) | 33 | 38 | 31 |
Total revenue from operations | 14,628 | 19,399 | 50,259 | 63,405 |
Rental operation expenses: | ||||
Operating and maintenance | 1,922 | 2,403 | 6,485 | 8,947 |
Real estate taxes | 2,661 | 4,091 | 8,562 | 12,878 |
Property and asset management fees | 1,406 | 1,847 | 4,501 | 6,682 |
Impairment charges | 1,573 | 16,640 | 1,573 | 43,460 |
General and administrative | 874 | 860 | 2,997 | 2,861 |
Depreciation and amortization | 4,439 | 6,538 | 16,127 | 22,729 |
Total rental operation expenses | 12,875 | 32,379 | 40,245 | 97,557 |
Other income (expense): | ||||
Interest expense, net | (2,039) | (4,109) | (7,897) | (14,797) |
Debt extinguishment costs | (5,158) | (440) | (6,307) | (4,417) |
Gain on disposition of real estate, net | 37 | 8,324 | 1,882 | 21,956 |
Total other income (expense) | (7,160) | 3,775 | (12,322) | 2,742 |
Loss before tax expense | (5,407) | (9,205) | (2,308) | (31,410) |
Tax expense | (50) | (59) | (193) | (184) |
Loss from continuing operations | (5,457) | (9,264) | (2,501) | (31,594) |
Income (loss) from discontinued operations | 26,466 | (59,741) | (42,862) | (52,464) |
Net income (loss) | 21,009 | (69,005) | (45,363) | (84,058) |
Comprehensive income (loss) | $ 21,009 | $ (69,005) | $ (45,363) | $ (84,058) |
Basic and diluted earnings per share data: | ||||
Loss from continuing operations | $ (0.26) | $ (0.47) | $ (0.12) | $ (1.60) |
Income (loss) from discontinued operations | 1.25 | (3.01) | (2.04) | (2.65) |
Net income (loss) | $ 0.99 | $ (3.48) | $ (2.16) | $ (4.25) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Distributions in Excess of Net Loss | Treasury Stock at Cost |
Beginning Balance at Dec. 31, 2019 | $ 687,903 | $ 1,905 | $ 692,871 | $ (6,857) | $ (16) |
Issuance of common shares related to stock dividend and stock plan | 28,099 | 77 | 28,022 | ||
Net income (loss) | (15,053) | (15,053) | |||
Ending Balance at Jun. 30, 2020 | 700,949 | 1,982 | 720,893 | (21,910) | (16) |
Beginning Balance at Dec. 31, 2019 | 687,903 | 1,905 | 692,871 | (6,857) | (16) |
Net income (loss) | (84,058) | ||||
Ending Balance at Sep. 30, 2020 | 632,383 | 1,983 | 721,318 | (90,915) | (3) |
Beginning Balance at Jun. 30, 2020 | 700,949 | 1,982 | 720,893 | (21,910) | (16) |
Issuance of common shares related to stock dividend and stock plan | 439 | 1 | 425 | 13 | |
Net income (loss) | (69,005) | (69,005) | |||
Ending Balance at Sep. 30, 2020 | 632,383 | 1,983 | 721,318 | (90,915) | (3) |
Beginning Balance at Dec. 31, 2020 | 599,786 | 1,983 | 721,234 | (123,428) | (3) |
Issuance of common shares related to stock dividend and stock plan | 19,415 | 127 | 19,314 | (26) | |
Net income (loss) | (66,372) | (66,372) | |||
Ending Balance at Jun. 30, 2021 | 552,829 | 2,110 | 740,548 | (189,800) | (29) |
Beginning Balance at Dec. 31, 2020 | 599,786 | 1,983 | 721,234 | (123,428) | (3) |
Net income (loss) | (45,363) | ||||
Ending Balance at Sep. 30, 2021 | 573,825 | 2,112 | 740,517 | (168,791) | (13) |
Beginning Balance at Jun. 30, 2021 | 552,829 | 2,110 | 740,548 | (189,800) | (29) |
Issuance of common shares related to stock dividend and stock plan | (13) | 2 | (31) | 16 | |
Net income (loss) | 21,009 | 21,009 | |||
Ending Balance at Sep. 30, 2021 | $ 573,825 | $ 2,112 | $ 740,517 | $ (168,791) | $ (13) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flow from operating activities: | ||
Net loss | $ (45,363) | $ (84,058) |
Adjustments to reconcile net loss to net cash flow provided by operating activities: | ||
Depreciation and amortization | 32,630 | 44,478 |
Amortization and write-off of above- and below-market leases, net | (586) | (870) |
Amortization and write-off of debt issuance costs | 9,800 | 6,736 |
Gain on disposition of real estate, net | (25,687) | (21,956) |
Impairment charges | 82,633 | 104,615 |
Assumption of buildings due to ground lease terminations | (2,660) | 0 |
Net change in accounts receivable | 8,061 | (5,765) |
Net change in accounts payable and other liabilities | (4,722) | (6,353) |
Net change in other operating assets | 6,450 | 3,211 |
Total adjustments | 105,919 | 124,096 |
Net cash flow provided by operating activities | 60,556 | 40,038 |
Cash flow from investing activities: | ||
Real estate improvements to operating real estate | (9,856) | (17,642) |
Proceeds from disposition of real estate | 596,118 | 246,479 |
Net cash flow provided by investing activities | 586,262 | 228,837 |
Cash flow from financing activities: | ||
Repayment of mortgage debt, including repayment costs | (354,202) | (185,408) |
Payment of debt issuance costs | (74) | 0 |
Dividends paid | (4,381) | (10,958) |
Net cash flow used for financing activities | (358,657) | (196,366) |
Net increase in cash, cash equivalents and restricted cash | 288,161 | 72,509 |
Cash, cash equivalents and restricted cash, beginning of period | 172,788 | 183,293 |
Cash, cash equivalents and restricted cash, end of period | $ 460,949 | $ 255,802 |
Nature of Business and Financia
Nature of Business and Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Financial Statement Presentation | 1. Nature of Business Retail Value Inc. and its related consolidated real estate subsidiaries (collectively, the “Company” or “RVI”) were formed in December 2017 and owned and operated a portfolio of 48 retail shopping centers, comprised of 36 continental U.S. assets and 12 Puerto Rico assets, at the time of their separation from SITE Centers Corp. (“SITE Centers”) on July 1, 2018. The Company focuses on realizing value in its business through operations and sales of its assets. At September 30, 2021, RVI owned eight retail shopping centers, all of which were located in the continental U.S. comprising 3.8 million square feet of Company-owned gross leasable area (“GLA”) and located in eight states. The Company sold two assets in Puerto Rico in the second quarter of 2021 and the remaining nine assets in Puerto Rico in the third quarter of 2021. As such, the Company no longer has an operating segment in Puerto Rico. A portion of the approximate $539 million in net proceeds received from the sale of Puerto Rico assets in the third quarter of 2021 was used to fully repay the outstanding balance of the Company’s mortgage loan of $214.5 million. On October 1, 2021, the Company sold five continental U.S. assets, leaving three remaining assets. In connection with the separation from SITE Centers, SITE Centers retained 1,000 shares of RVI’s Series A preferred stock (the “RVI Preferred Shares”) having an aggregate dividend preference equal to $190 million, which amount may increase by up to an additional $10 million depending on the amount of aggregate gross proceeds generated by RVI asset sales. In October 2021, the Board of Directors of the Company authorized and the Company paid a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million. 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 December 31, 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. Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) 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 unaudited condensed 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 uncertainties surrounding the severity and duration of the COVID‑19 pandemic. Unaudited Interim Financial Statements These financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2021 and 2020, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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): Nine Months Ended September 30, 2021 2020 Accounts payable related to construction in progress (continuing operations) $ 0.7 $ 0.2 Accounts payable related to construction in progress (discontinued operations) — 3.0 Assumption of buildings due to ground lease terminations (discontinued operations) 2.7 — Stock dividends 18.6 28.1 Note receivable related to disposition of shopping center — 3.0 Impact of COVID-19 Pandemic on Revenue and Receivables Beginning in March 2020, the retail sector within the continental U.S. and Puerto Rico was significantly impacted by the COVID-19 pandemic. Though the impact of the COVID-19 pandemic on tenant operations varied by tenant category, local conditions and applicable government mandates, a significant number of the Company’s tenants 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, primarily in 2020. The COVID‑19 pandemic also had a significant impact on the Company’s collection of rents from April 2020 through the end of 2020. The Company engaged in discussions with most of its larger tenants that failed to satisfy all or a portion of their rent obligations and 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. As of September 30, 2021, $0.6 million remains outstanding under these deferral arrangements for tenants that are not accounted for on the cash basis. During the three and nine months ended September 30, 2021, the Company recorded net uncollectible revenue that resulted in rental income of $1.4 million and $4.5 million, respectively, primarily due to net revenue related to prior periods (including rent deferrals) from tenants on the cash basis of accounting. The aggregate amount of uncollectible revenue reported during the quarter primarily was due to the impact of the COVID-19 pandemic. 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, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history or a recapitalization event. Income Taxes The total net tax basis of the assets for federal income tax purposes at September 30, 2021 was approximately $467.1 million, of which $362.2 million related to assets held for sale. Of the three remaining assets owned as October 1, 2021, two are owned by the Company’s taxable REIT subsidiary. |
Other Assets and Intangibles, N
Other Assets and Intangibles, Net | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets and Intangibles, net | 2 . Other Assets and Intangibles, net consists of the following (in thousands): September 30, 2021 December 31, 2020 Intangible assets: In-place leases, net $ 1,687 $ 3,244 Above-market leases, net — 410 Lease origination costs, net 194 487 Tenant relationships, net 1,402 3,802 Total intangible assets, net (A) 3,283 7,943 Operating lease ROU assets 1,108 1,509 Notes receivable (B) 3,000 3,000 Other assets: Prepaid expenses 1,472 2,567 Other assets 200 200 Total other assets, net $ 9,063 $ 15,219 Below-market leases, net (other liabilities) $ 6,876 $ 10,064 (A) The Company recorded amortization expense, including those classified within discontinued operations, related to its intangibles, excluding (B) Maturity date is the earlier of September 2022 (subject to buyer’s option to exercise a six-month |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | 3. Discontinued Operations and Discontinued Operations In the third quarter of 2021, the Company sold all of its interests in the limited liability companies that owned all of the Company’s remaining assets located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned GLA) for a gross sales price of $550.0 million. The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. At July 1, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company had 12 assets in Puerto Rico and had two reportable segments: continental U.S. and Puerto Rico. The Company sold one asset in Puerto Rico in December 2020, two assets in the second quarter of 2021, and the remaining nine assets in the third quarter of 2021. As a result, the sale of all the assets in Puerto Rico represents a strategic shift in the Company’s geographic concentration and business and as such, the Puerto Rico assets are reflected as discontinued operations for all periods presented. Only Interest Expense, which was specifically identifiable to the Puerto Rico assets, is included in the computation of interest expense attributable to discontinued operations. The following table presents the assets and liabilities associated with the Puerto Rico segment as follows (in thousands): December 31, 2020 Assets Land $ 290,991 Buildings 610,485 Fixtures and tenant improvements 65,540 967,016 Less: Accumulated depreciation (340,126 ) 626,890 Construction in progress 1,194 Total real estate assets, net 628,084 Accounts receivable 10,295 Other assets, net 10,823 Assets related to discontinued operations $ 649,202 Liabilities Mortgage indebtedness, net $ 85,690 Accounts payable and other liabilities 12,755 Liabilities related to discontinued operations $ 98,445 The operating results related to the Puerto Rico segment were as follows (in thousands): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Revenues from operations: Rental income $ 16,183 $ 20,598 $ 63,900 $ 66,219 Other income (5 ) 19 17 53 16,178 20,617 63,917 66,272 Rental operation expenses: Operating and maintenance 4,824 7,168 19,037 21,313 Real estate taxes 686 1,227 2,808 3,642 Property and asset management fees 2,295 2,563 7,269 7,494 Impairment charges — 61,155 81,060 61,155 Depreciation and amortization 3,629 7,259 16,503 21,749 11,434 79,372 126,677 115,353 Other income (expense): Interest expense, net (485 ) (1,066 ) (2,055 ) (3,330 ) Debt extinguishment costs (1,858 ) — (1,951 ) — Other income, net — 107 197 441 Gain on disposition of real estate 24,109 — 23,805 — 21,766 (959 ) 19,996 (2,889 ) Income (loss) from discontinued operations before tax expense 26,510 (59,714 ) (42,764 ) (51,970 ) Tax expense (44 ) (27 ) (98 ) (494 ) Income (loss) from discontinued operations $ 26,466 $ (59,741 ) $ (42,862 ) $ (52,464 ) The following table summarizes cash flow data related to discontinued operations for the nine months ending September 30, 2021 and 2020 (in thousands): Nine Months Ended September 30, 2021 2020 Depreciation and amortization $ 16,503 $ 21,749 Amortization and write-off of above- and below-market leases, net 210 237 Impairment charges 81,060 61,155 Assumption of buildings due to ground lease terminations 2,660 — Real estate improvements to operating real estate 7,112 14,163 Assets Held For Sale As of September 30, 2021, the Company had five assets (Great Northern Plazas, Maple Grove Crossing, Peach Street Marketplace, Seabrook Commons and Wrangleboro Consumer Square) classified as held for sale. These assets were sold on October 1, 2021, for a gross sales price of $264.0 million. The Company classifies properties as held for sale when executed contract contingencies have been satisfied, which signifies that the parties are fully obligated to consummate the sale transaction. The net sale proceeds were approximately $242.4 million (Note 11). The following table presents the assets and liabilities associated with the assets held for sale (in thousands): September 30, 2021 Assets Land $ 87,245 Buildings 275,661 Fixtures and tenant improvements 30,102 393,008 Less: Accumulated depreciation (157,940 ) 235,068 Construction in progress 104 Total real estate assets, net 235,172 Straight-line rents, net 1,806 Intangible assets, net 2,031 Operating lease ROU asset 239 Other assets 1,434 Assets associated with real estate assets held for sale $ 240,682 Liabilities Below-market leases, net $ 1,172 Other liabilities 3,526 Liabilities associated with real estate assets held for sale $ 4,698 |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Indebtedness | 4 . Mortgage Indebtedness In connection with the sale of the Company’s remaining Puerto Rico assets in the third quarter of 2021, the Company fully repaid the entire balance of its mortgage loan of $214.5 million. Accordingly, the lender released all remaining collateral and restricted cash balances. The Company had no mortgage debt outstanding at September 30, 2021. Credit Agreement The Company maintained a Credit Agreement (the “Revolving Credit Agreement”) with PNC Bank, National Association, as lender and administrative agent (“PNC”) that provided for borrowings of up to $30.0 million. In February 2021, the scheduled facility termination date under the Revolving Credit Agreement was extended to February 2022. In the third quarter of 2021, as a result of the repayment of the Company’s mortgage loan discussed above, the commitments of the lenders under the Revolving Credit Agreement were terminated in accordance with the terms of the agreement. At the time of the facility’s termination, there were no amounts outstanding under the Revolving Credit Agreement. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 5 . 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, including deferred financing costs, was $344.5 million and fair value of debt was $362.7 million at December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6 . 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. As of September 30, 2021, the Company no longer had any interests in the assets in Puerto Rico. The remaining property damage settlement proceeds along with other related insurance claim escrows of $37.2 million, previously reflected in the Company’s consolidated balance sheets as Restricted Cash, were released to the Company in the third quarter of 2021 in connection with the full repayment of the mortgage loan. 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. |
Impairment Charges
Impairment Charges | 9 Months Ended |
Sep. 30, 2021 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | 7 . Impairment charges were recorded on assets based on the difference between the carrying value of the assets and the estimated fair market value after the assets failed a step-one analysis that compared the sum of estimated future undiscounted cash flows to the assets’ carrying value. In the third quarter of 2021, impairment charges recorded on three assets were triggered as the assets were classified as held for sale at September 30, 2021 (Note 3). In the second quarter of 2021, the impairment charges recorded on four assets were triggered by a change in the hold period assumptions for the Puerto Rico portfolio. The impairments recorded in the first quarter of 2021 and 2020 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. The following table summarizes the impairment charges during the three and nine months ended September 30, 2021 and 2020 (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Puerto Rico Assets $ — $ 61.2 $ 81.1 $ 61.2 Continental U.S. Assets — 16.6 — 43.4 Assets held for sale (Continental U.S.) 1.6 — 1.6 — Total impairment charges $ 1.6 $ 77.8 $ 82.7 $ 104.6 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, along with the related impairment charge, for the nine months ended September 30, 2021. 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 September 30, 2021 Long-lived assets held and used $ — $ — $ 324.5 $ 324.5 $ 81.1 Assets held for sale — — 142.9 142.9 1.6 The following table presents quantitative information about the significant unobservable inputs used by the Company to determine the fair value for the nine months ended September 30, 2021 (in millions): Quantitative Information about Level 3 Fair Value Measurements Description Fair Value at September 30, 2021 Valuation Technique Unobservable Inputs Range Weighted Average Long-lived assets held and used $ 324.5 Indicative Bid (A) Indicative Bid (A) N/A N/A Assets held for sale 142.9 Indicative Bid (A) Indicative Bid (A) N/A N/A (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 | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with SITE Centers | 8 . The following table presents fees and other amounts charged by SITE Centers (in thousands): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Property management fees (A) $ 2,081 $ 2,408 $ 6,609 $ 7,526 Asset management fees (B) 1,620 2,002 5,161 6,650 Leasing commissions (C) 306 288 1,701 1,992 Maintenance services and other (D) 214 339 866 1,021 Disposition fees (E) 5,500 856 6,092 2,622 Credit facility guaranty fees 60 60 60 60 Legal fees (F) 235 88 444 273 $ 10,016 $ 6,041 $ 20,933 $ 20,144 ( A ) 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. For the first six months of 2021, 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 ) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. ( E ) 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. ( F ) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. Amounts payable to SITE Centers at September 30, 2021 were $0.1 million. In October 2020, the Company entered into an Amended and Restated Agreement (the “Agreement”) with an affiliate of SITE Centers in order to address the impact of the COVID-19 pandemic on the level of effort required to manage the portfolio and the property management fees for the six-month period ending June 30, 2021. 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. In order to offset the impact of reduced property collections during the three-month period preceding January 1, 2021 on the property management fee applicable to the first six months of 2021, the Agreement provided that beginning on January 1, 2021, the Company was to pay JDN Development Company (an affiliate of SITE Centers) a monthly supplemental |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 9 . The following table provides the net income (loss) 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): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Numerators – Basic and Diluted Continuing Operations: Loss from continuing operations attributable to common shareholders after allocation to participating securities $ (5,457 ) $ (9,264 ) $ (2,501 ) $ (31,594 ) Discontinued Operations: Income (loss) from discontinued operations after allocation to participating securities 26,466 (59,741 ) (42,862 ) (52,464 ) Total $ 21,009 $ (69,005 ) $ (45,363 ) $ (84,058 ) Denominators – Number of Shares Basic and Diluted — 21,117 19,829 21,043 19,798 Basic and Diluted Earnings Per Share: Loss from continuing operations $ (0.26 ) $ (0.47 ) $ (0.12 ) $ (1.60 ) Income (loss) from discontinued operations 1.25 (3.01 ) (2.04 ) (2.65 ) Total $ 0.99 $ (3.48 ) $ (2.16 ) $ (4.25 ) Dividends In November 2020, the Company declared a dividend on its common shares of $1.16 per share that was paid in January 2021 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 connection with the 2020 dividend, in January 2021, the Company issued 1,253,988 common shares, based on the volume-weighted average trading price of $14.8492 per share, and paid $4.4 million in cash, which included the Puerto Rico withholding tax. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 1 0 . Segment Information Prior to the third quarter of 2021, the Company had two reportable operating segments: continental U.S. and Puerto Rico. As a result of the sale of the remaining Puerto Rico assets, the Company no longer reports financial results for the Puerto Rico segment and instead reports the financial results of the Puerto Rico segment as discontinued operations for all periods presented (Note 3). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 1 . Subsequent Events On October 1, 2021, the Company sold all of its interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) for $264.0 million in cash. Net proceeds received at closing were approximately $242.4 million excluding $4.4 million of escrows established at closing, which may be released to the Company in the event certain leasing activity is completed within 180 days of closing. The Company expects to record a gain of approximately $10 million in the fourth quarter of 2021 in connection with the sale of these assets, which includes the $4.4 million in escrows as completion of the leasing activity within 180 days is considered probable. On October 1, 2021, the Board of Directors of the Company authorized a dividend on the RVI Preferred Shares in the aggregate amount of $190.0 million, which the Company paid on October 6, 2021. On October 1, 2021, the Board of Directors of the Company declared a cash dividend of $22.04 per common share, which the Company paid on October 28, 2021. This dividend was not subject to the Puerto Rico withholding tax of 10%. |
Nature of Business and Financ_2
Nature of Business and Financial Statement Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates in Preparation of Financial Statements | Use of Estimates in Preparation of Financial Statements The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) 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 unaudited condensed 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 uncertainties surrounding the severity and duration of the COVID‑19 pandemic. |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements These financial statements have been prepared by the Company in accordance with U.S. GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2021 and 2020, are not necessarily indicative of the results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
Nature of Business and Financ_3
Nature of Business and Financial Statement Presentation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Non-cash Investing and Financing Activities | Non-cash investing and financing activities are summarized as follows (in millions): Nine Months Ended September 30, 2021 2020 Accounts payable related to construction in progress (continuing operations) $ 0.7 $ 0.2 Accounts payable related to construction in progress (discontinued operations) — 3.0 Assumption of buildings due to ground lease terminations (discontinued operations) 2.7 — Stock dividends 18.6 28.1 Note receivable related to disposition of shopping center — 3.0 |
Other Assets and Intangibles,_2
Other Assets and Intangibles, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): September 30, 2021 December 31, 2020 Intangible assets: In-place leases, net $ 1,687 $ 3,244 Above-market leases, net — 410 Lease origination costs, net 194 487 Tenant relationships, net 1,402 3,802 Total intangible assets, net (A) 3,283 7,943 Operating lease ROU assets 1,108 1,509 Notes receivable (B) 3,000 3,000 Other assets: Prepaid expenses 1,472 2,567 Other assets 200 200 Total other assets, net $ 9,063 $ 15,219 Below-market leases, net (other liabilities) $ 6,876 $ 10,064 (A) The Company recorded amortization expense, including those classified within discontinued operations, related to its intangibles, excluding (B) Maturity date is the earlier of September 2022 (subject to buyer’s option to exercise a six-month |
Discontinued Operations and A_2
Discontinued Operations and Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations | |
Schedule of Discontinued Operations and Assets Held for Sale | The following table summarizes cash flow data related to discontinued operations for the nine months ending September 30, 2021 and 2020 (in thousands): Nine Months Ended September 30, 2021 2020 Depreciation and amortization $ 16,503 $ 21,749 Amortization and write-off of above- and below-market leases, net 210 237 Impairment charges 81,060 61,155 Assumption of buildings due to ground lease terminations 2,660 — Real estate improvements to operating real estate 7,112 14,163 |
Assets Held for Sale | |
Schedule of Discontinued Operations and Assets Held for Sale | The following table presents the assets and liabilities associated with the assets held for sale (in thousands): September 30, 2021 Assets Land $ 87,245 Buildings 275,661 Fixtures and tenant improvements 30,102 393,008 Less: Accumulated depreciation (157,940 ) 235,068 Construction in progress 104 Total real estate assets, net 235,172 Straight-line rents, net 1,806 Intangible assets, net 2,031 Operating lease ROU asset 239 Other assets 1,434 Assets associated with real estate assets held for sale $ 240,682 Liabilities Below-market leases, net $ 1,172 Other liabilities 3,526 Liabilities associated with real estate assets held for sale $ 4,698 |
Puerto Rico | Discontinued Operations | |
Schedule of Discontinued Operations and Assets Held for Sale | The following table presents the assets and liabilities associated with the Puerto Rico segment as follows (in thousands): December 31, 2020 Assets Land $ 290,991 Buildings 610,485 Fixtures and tenant improvements 65,540 967,016 Less: Accumulated depreciation (340,126 ) 626,890 Construction in progress 1,194 Total real estate assets, net 628,084 Accounts receivable 10,295 Other assets, net 10,823 Assets related to discontinued operations $ 649,202 Liabilities Mortgage indebtedness, net $ 85,690 Accounts payable and other liabilities 12,755 Liabilities related to discontinued operations $ 98,445 The operating results related to the Puerto Rico segment were as follows (in thousands): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Revenues from operations: Rental income $ 16,183 $ 20,598 $ 63,900 $ 66,219 Other income (5 ) 19 17 53 16,178 20,617 63,917 66,272 Rental operation expenses: Operating and maintenance 4,824 7,168 19,037 21,313 Real estate taxes 686 1,227 2,808 3,642 Property and asset management fees 2,295 2,563 7,269 7,494 Impairment charges — 61,155 81,060 61,155 Depreciation and amortization 3,629 7,259 16,503 21,749 11,434 79,372 126,677 115,353 Other income (expense): Interest expense, net (485 ) (1,066 ) (2,055 ) (3,330 ) Debt extinguishment costs (1,858 ) — (1,951 ) — Other income, net — 107 197 441 Gain on disposition of real estate 24,109 — 23,805 — 21,766 (959 ) 19,996 (2,889 ) Income (loss) from discontinued operations before tax expense 26,510 (59,714 ) (42,764 ) (51,970 ) Tax expense (44 ) (27 ) (98 ) (494 ) Income (loss) from discontinued operations $ 26,466 $ (59,741 ) $ (42,862 ) $ (52,464 ) |
Impairment Charges (Tables)
Impairment Charges (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Asset Impairment Charges [Abstract] | |
Summary of Impairment Charges | The following table summarizes the impairment charges during the three and nine months ended September 30, 2021 and 2020 (in millions): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Puerto Rico Assets $ — $ 61.2 $ 81.1 $ 61.2 Continental U.S. Assets — 16.6 — 43.4 Assets held for sale (Continental U.S.) 1.6 — 1.6 — Total impairment charges $ 1.6 $ 77.8 $ 82.7 $ 104.6 |
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, along with the related impairment charge, for the nine months ended September 30, 2021. 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 September 30, 2021 Long-lived assets held and used $ — $ — $ 324.5 $ 324.5 $ 81.1 Assets held for sale — — 142.9 142.9 1.6 |
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 nine months ended September 30, 2021 (in millions): Quantitative Information about Level 3 Fair Value Measurements Description Fair Value at September 30, 2021 Valuation Technique Unobservable Inputs Range Weighted Average Long-lived assets held and used $ 324.5 Indicative Bid (A) Indicative Bid (A) N/A N/A Assets held for sale 142.9 Indicative Bid (A) Indicative Bid (A) N/A N/A (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) | 9 Months Ended |
Sep. 30, 2021 | |
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): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Property management fees (A) $ 2,081 $ 2,408 $ 6,609 $ 7,526 Asset management fees (B) 1,620 2,002 5,161 6,650 Leasing commissions (C) 306 288 1,701 1,992 Maintenance services and other (D) 214 339 866 1,021 Disposition fees (E) 5,500 856 6,092 2,622 Credit facility guaranty fees 60 60 60 60 Legal fees (F) 235 88 444 273 $ 10,016 $ 6,041 $ 20,933 $ 20,144 ( A ) 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. For the first six months of 2021, 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 ) Maintenance services represent amounts charged to the properties for the allocation of compensation and other benefits of personnel directly attributable to the management of the properties. Amounts are recorded in Operating and Maintenance Expense on the consolidated statements of operations. ( E ) 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. ( F ) Legal fees charged for collection activity, negotiating and reviewing tenant leases and contracts for asset dispositions. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") | The following table provides the net income (loss) 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): Three Months Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Numerators – Basic and Diluted Continuing Operations: Loss from continuing operations attributable to common shareholders after allocation to participating securities $ (5,457 ) $ (9,264 ) $ (2,501 ) $ (31,594 ) Discontinued Operations: Income (loss) from discontinued operations after allocation to participating securities 26,466 (59,741 ) (42,862 ) (52,464 ) Total $ 21,009 $ (69,005 ) $ (45,363 ) $ (84,058 ) Denominators – Number of Shares Basic and Diluted — 21,117 19,829 21,043 19,798 Basic and Diluted Earnings Per Share: Loss from continuing operations $ (0.26 ) $ (0.47 ) $ (0.12 ) $ (1.60 ) Income (loss) from discontinued operations 1.25 (3.01 ) (2.04 ) (2.65 ) Total $ 0.99 $ (3.48 ) $ (2.16 ) $ (4.25 ) |
Nature of Business and Financ_4
Nature of Business and Financial Statement Presentation - Additional Information (Details) ft² in Millions | Oct. 01, 2021USD ($)Asset | Oct. 31, 2021USD ($) | Sep. 30, 2021USD ($)ft²PortfolioAssetStateAsset | Jun. 30, 2021Asset | Sep. 30, 2021USD ($)ft²PortfolioAssetStateshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 01, 2018PortfolioAssetShoppingCenter |
Nature Of Business [Line Items] | ||||||||
Square feet of company-owned gross leasable area of portfolio assets | ft² | 3.8 | 3.8 | ||||||
Number of states | State | 8 | 8 | ||||||
Number of portfolio assets | PortfolioAsset | 8 | 8 | ||||||
Preferred stock, value | $ 190,000,000 | $ 190,000,000 | $ 190,000,000 | |||||
Dividends paid | 4,381,000 | $ 10,958,000 | ||||||
Net tax basis of the assets for federal income tax purposes | 467,100,000 | 467,100,000 | ||||||
COVID-19 | ||||||||
Nature Of Business [Line Items] | ||||||||
Tenants amount not yet received | 600,000 | 600,000 | ||||||
Rental income recorded due to net revenue related to prior periods from tenants on cash basis of accounting | 1,400,000 | $ 4,500,000 | ||||||
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 | $ 190,000,000 | ||||||
Maximum increase in preferred stock amount | 10,000,000 | 10,000,000 | ||||||
Assets Held for Sale | ||||||||
Nature Of Business [Line Items] | ||||||||
Net tax basis of the assets for federal income tax purposes | 362,200,000 | $ 362,200,000 | ||||||
Subsequent Event | ||||||||
Nature Of Business [Line Items] | ||||||||
Net proceeds from sale of real estate | $ 242,400,000 | |||||||
Subsequent Event | Taxable REIT Subsidiary | ||||||||
Nature Of Business [Line Items] | ||||||||
Number of remaining portfolio assets | Asset | 2 | |||||||
Subsequent Event | Separation and Distribution Agreement | Series A Preferred Stock | ||||||||
Nature Of Business [Line Items] | ||||||||
Dividends paid | $ 190,000,000 | |||||||
Mortgage Loan | ||||||||
Nature Of Business [Line Items] | ||||||||
Repayment of mortgage debt | $ 214,500,000 | |||||||
U.S. | Subsequent Event | ||||||||
Nature Of Business [Line Items] | ||||||||
Number of assets sold | Asset | 5 | |||||||
Number of remaining portfolio assets | Asset | 3 | |||||||
Puerto Rico | Discontinued Operations | ||||||||
Nature Of Business [Line Items] | ||||||||
Number of assets sold | Asset | 9 | 2 | ||||||
Net proceeds from sale of real estate | $ 539,000,000 | |||||||
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 |
Nature of Business and Financ_5
Nature of Business and Financial Statement Presentation - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Stock dividends | $ 18.6 | $ 28.1 |
Note receivable related to disposition of shopping center | 0 | 3 |
Continuing Operations | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts payable related to construction in progress | 0.7 | 0.2 |
Discontinued Operations | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts payable related to construction in progress | 0 | 3 |
Assumption of buildings due to ground lease terminations (discontinued operations) | $ 2.7 | $ 0 |
Other Assets and Intangibles,_3
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Intangible assets: | ||
Total intangible assets, net | $ 3,283 | $ 7,943 |
Operating lease ROU assets | 1,108 | 1,509 |
Notes receivable | 3,000 | 3,000 |
Other assets: | ||
Prepaid expenses | 1,472 | 2,567 |
Other assets | 200 | 200 |
Total other assets, net | 9,063 | 15,219 |
Below-market leases, net (other liabilities) | 6,876 | 10,064 |
In-Place Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 1,687 | 3,244 |
Above-Market Leases, Net | ||
Intangible assets: | ||
Total intangible assets, net | 0 | 410 |
Lease Origination Costs, Net | ||
Intangible assets: | ||
Total intangible assets, net | 194 | 487 |
Tenant Relationships, net | ||
Intangible assets: | ||
Total intangible assets, net | $ 1,402 | $ 3,802 |
Other Assets and Intangibles,_4
Other Assets and Intangibles, Net - Components of Other Assets and Intangibles (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||||
Amortization expense, including those classified within discontinued operations, related to intangible assets excluding above and below market leases | $ 0.3 | $ 0.7 | $ 1 | $ 2.3 |
Notes receivable maturity date | 2022-09 | |||
Notes receivable extension term | 6 months |
Discontinued Operations and A_3
Discontinued Operations and Assets Held for Sale - Additional Information (Details) ft² in Millions, $ in Millions | Oct. 01, 2021USD ($) | Jul. 01, 2018PortfolioAssetSegment | Dec. 31, 2020PortfolioAsset | Sep. 30, 2021USD ($)ft²PortfolioAsset | Jun. 30, 2021PortfolioAsset | Jun. 30, 2021Segment |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Number of reportable segments | Segment | 2 | |||||
Number of assets classified as held for sale | PortfolioAsset | 5 | |||||
Subsequent Event | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Net proceeds from sale of real estate | $ 242.4 | |||||
Gross sales price | $ 264 | |||||
Discontinued Operations | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
Number of reportable segments | Segment | 2 | |||||
Puerto Rico | Discontinued Operations | ||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||
GLA of properties | ft² | 3.5 | |||||
Gross sales price | $ 550 | |||||
Net proceeds from sale of real estate | $ 539 | |||||
Number of properties owned | PortfolioAsset | 12 | |||||
Number of assets sold | PortfolioAsset | 1 | 9 | 2 |
Discontinued Operations and A_4
Discontinued Operations and Assets Held for Sale - Schedule of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Assets related to discontinued operations | $ 0 | $ 649,202 |
Liabilities | ||
Liabilities related to discontinued operations | $ 0 | 98,445 |
Puerto Rico | ||
Assets | ||
Land | 290,991 | |
Buildings | 610,485 | |
Fixtures and tenant improvements | 65,540 | |
Total real estate rental property | 967,016 | |
Less: Accumulated depreciation | (340,126) | |
Total real estate assets | 626,890 | |
Construction in progress | 1,194 | |
Total real estate assets, net | 628,084 | |
Accounts receivable | 10,295 | |
Other assets, net | 10,823 | |
Assets related to discontinued operations | 649,202 | |
Liabilities | ||
Mortgage indebtedness, net | 85,690 | |
Accounts payable and other liabilities | 12,755 | |
Liabilities related to discontinued operations | $ 98,445 |
Discontinued Operations and A_5
Discontinued Operations and Assets Held for Sale - Schedule of Operating Results Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Rental operation expenses: | ||||
Impairment charges | $ 81,060 | $ 61,155 | ||
Other income (expense): | ||||
Income (loss) from discontinued operations | $ 26,466 | $ (59,741) | (42,862) | (52,464) |
Puerto Rico | ||||
Revenues from operations: | ||||
Rental income | 16,183 | 20,598 | 63,900 | 66,219 |
Other income | (5) | 19 | 17 | 53 |
Total revenue from discontinued operations | 16,178 | 20,617 | 63,917 | 66,272 |
Rental operation expenses: | ||||
Operating and maintenance | 4,824 | 7,168 | 19,037 | 21,313 |
Real estate taxes | 686 | 1,227 | 2,808 | 3,642 |
Property and asset management fees | 2,295 | 2,563 | 7,269 | 7,494 |
Impairment charges | 0 | 61,155 | 81,060 | 61,155 |
Depreciation and amortization | 3,629 | 7,259 | 16,503 | 21,749 |
Total rental operation expenses | 11,434 | 79,372 | 126,677 | 115,353 |
Other income (expense): | ||||
Interest expense, net | (485) | (1,066) | (2,055) | (3,330) |
Debt extinguishment costs | (1,858) | 0 | (1,951) | 0 |
Other income, net | 0 | 107 | 197 | 441 |
Gain on disposition of real estate | 24,109 | 0 | 23,805 | 0 |
Total other income (expense) | 21,766 | (959) | 19,996 | (2,889) |
Income (loss) from discontinued operations before tax expense | 26,510 | (59,714) | (42,764) | (51,970) |
Tax expense | (44) | (27) | (98) | (494) |
Income (loss) from discontinued operations | $ 26,466 | $ (59,741) | $ (42,862) | $ (52,464) |
Discontinued Operations and A_6
Discontinued Operations and Assets Held for Sale - Summary of Cash Flow Data Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Depreciation and amortization | $ 16,503 | $ 21,749 |
Amortization and write-off of above- and below-market leases, net | 210 | 237 |
Impairment charges | 81,060 | 61,155 |
Assumption of buildings due to ground lease terminations | 2,660 | 0 |
Real estate improvements to operating real estate | $ 7,112 | $ 14,163 |
Discontinued Operations and A_7
Discontinued Operations and Assets Held for Sale - Schedule of Assets and Liabilities Associated with the Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Total real estate rental property | $ 132,338 | $ 596,904 |
Liabilities | ||
Liabilities related to discontinued operations | 0 | $ 98,445 |
Assets Held for Sale | ||
Assets | ||
Land | 87,245 | |
Buildings | 275,661 | |
Fixtures and tenant improvements | 30,102 | |
Total real estate rental property | 393,008 | |
Less: Accumulated depreciation | (157,940) | |
Total real estate rental property | 235,068 | |
Construction in progress | 104 | |
Total real estate assets, net | 235,172 | |
Straight-line rents, net | 1,806 | |
Intangible assets, net | 2,031 | |
Operating lease ROU asset | 239 | |
Other assets, net | 1,434 | |
Assets associated with real estate assets held for sale | 240,682 | |
Liabilities | ||
Below-market leases, net | 1,172 | |
Other liabilities | 3,526 | |
Liabilities related to discontinued operations | $ 4,698 |
Indebtedness - Mortgage Indebte
Indebtedness - Mortgage Indebtedness - Additional Information (Details) - Mortgage Loan | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Debt outstanding | $ 0 |
Repayment of mortgage debt | $ 214,500,000 |
Indebtedness - Credit Agreement
Indebtedness - Credit Agreement - Additional Information (Details) - Revolving Credit Agreement | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Line Of Credit Facility [Line Items] | |
Line of credit facility, outstanding amount | $ 0 |
PNC Bank National Association | |
Line Of Credit Facility [Line Items] | |
Line of credit facility, Maximum borrowing capacity | $ 30,000,000 |
Revolving credit agreement maturity description | Revolving Credit Agreement was extended to February 2022. In the third quarter of 2021, as a result of the repayment of the Company’s mortgage loan discussed above, the commitments of the lenders under the Revolving Credit Agreement were terminated in accordance with the terms of the agreement |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Mortgage indebtedness, net | $ 0 | $ 258,795 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Mortgage indebtedness, net | 344,500 | |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Mortgage indebtedness, net | $ 362,700 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) ft² in Millions, $ in Millions | 3 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2017ft²ShoppingCenter | |
Contingencies And Commitments [Line Items] | ||
Restricted cash property damage settlements with other related insurance claim escrows released | $ | $ 37.2 | |
Puerto Rico | ||
Contingencies And Commitments [Line Items] | ||
Number of properties owned | ShoppingCenter | 12 | |
Gross leasable area of properties owned | ft² | 4.4 |
Impairment Charges - Additional
Impairment Charges - Additional Information (Details) - Asset | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Asset Impairment Charges [Abstract] | ||
Number of assets triggered as held for sale | 3 | |
Number of assets triggered by a change in hold period | 4 |
Impairment Charges - Summary of
Impairment Charges - Summary of Impairment Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 1.6 | $ 77.8 | $ 82.7 | $ 104.6 |
Puerto Rico Assets | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment charges | 0 | 61.2 | 81.1 | 61.2 |
Continental United States | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment charges | 0 | 16.6 | 0 | 43.4 |
Continental United States | Assets Held for Sale | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment charges | $ 1.6 | $ 0 | $ 1.6 | $ 0 |
Impairment Charges - Impairment
Impairment Charges - Impairment Charges Measured at Fair Value on Non-Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total Impairment Charges | $ 1,573 | $ 16,640 | $ 1,573 | $ 43,460 |
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 | 324,500 | 324,500 | ||
Assets held for sale | 142,900 | 142,900 | ||
Total Impairment Charges | 81,100 | |||
SITE Centers Corp | Fair Value Measurements | Assets Held for Sale | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Total Impairment Charges | 1,600 | |||
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 | ||
Assets held for sale | 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 | ||
Assets held for sale | 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 | 324,500 | 324,500 | ||
Assets held for sale | $ 142,900 | $ 142,900 |
Impairment Charges - Summary _2
Impairment Charges - Summary of Significant Unobservable Inputs (Details) - SITE Centers Corp - Fair Value Measurements $ in Millions | Sep. 30, 2021USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | $ 324.5 |
Assets held for sale | 142.9 |
Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Long-lived assets held and used | 324.5 |
Assets held for sale | 142.9 |
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 | 324.5 |
Assets held for sale | $ 142.9 |
Transactions with SITE Center_2
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Details) - SITE Centers Corp - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Property management fees | $ 2,081 | $ 2,408 | $ 6,609 | $ 7,526 |
Asset management fees | 1,620 | 2,002 | 5,161 | 6,650 |
Leasing commissions | 306 | 288 | 1,701 | 1,992 |
Maintenance services and other | 214 | 339 | 866 | 1,021 |
Disposition fees | 5,500 | 856 | 6,092 | 2,622 |
Credit facility guaranty fees | 60 | 60 | 60 | 60 |
Legal fees | 235 | 88 | 444 | 273 |
Total fees and other amount charges | $ 10,016 | $ 6,041 | $ 20,933 | $ 20,144 |
Transactions with SITE Center_3
Transactions with SITE Centers - Summary of Fees and Other Amounts Charged (Parenthetical) (Details) - SITE Centers Corp | 9 Months Ended |
Sep. 30, 2021 | |
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% |
Transactions with SITE Center_4
Transactions with SITE Centers - Additional Information (Details) - SITE Centers Corp - USD ($) | Oct. 01, 2020 | Jun. 30, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||
Payable to SITE Centers | $ 100,000 | ||
Average monthly property management fee paid during 2019 | $ 737,377 | ||
Monthly property management fees | $ 634,848 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net Income (Loss) and the Number of Common Shares used in the Computations of "Basic" Earnings Per Share ("EPS") (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Continuing Operations: | ||||||
Loss from continuing operations attributable to common shareholders after allocation to participating securities | $ (5,457) | $ (9,264) | $ (2,501) | $ (31,594) | ||
Discontinued Operations: | ||||||
Income (loss) from discontinued operations after allocation to participating securities | 26,466 | (59,741) | (42,862) | (52,464) | ||
Net income (loss) | $ 21,009 | $ (69,005) | $ (66,372) | $ (15,053) | $ (45,363) | $ (84,058) |
Denominators – Number of Shares | ||||||
Basic and Diluted—Average shares outstanding | 21,117 | 19,829 | 21,043 | 19,798 | ||
Basic and Diluted Earnings Per Share: | ||||||
Loss from continuing operations | $ (0.26) | $ (0.47) | $ (0.12) | $ (1.60) | ||
Income (loss) from discontinued operations | 1.25 | (3.01) | (2.04) | (2.65) | ||
Net income (loss) | $ 0.99 | $ (3.48) | $ (2.16) | $ (4.25) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Jan. 31, 2021 | Nov. 30, 2020 | |
Earnings Per Share Basic [Line Items] | ||
Common shares, dividend declared | $ 1.16 | |
Common shares, withholding tax | 10.00% | |
Common stock dividend shares issued | 1,253,988 | |
Volume-weighted average trading price per share | $ 14.8492 | |
Common shares, dividend paid in cash | $ 4.4 | |
Maximum | ||
Earnings Per Share Basic [Line Items] | ||
Common stock aggregate percentage of dividend paid in cash | 10.00% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||||
Gain on sale of assets | $ 25,687 | $ 21,956 | |||
Common shares, withholding tax not subject to Puerto Rico | 10.00% | ||||
Forecast | Great Northern Plazas, Maple Grove Crossing, Peach Street Marketplace, Seabrook Commons and Wrangleboro Consumer Square | |||||
Subsequent Event [Line Items] | |||||
Gain on sale of assets | $ 10,000 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Gross sales price | $ 264,000 | ||||
Net proceeds from sale of real estate | $ 242,400 | ||||
Dividend payable date | Oct. 28, 2021 | ||||
Common shares, cash dividend declared | $ 22.04 | ||||
Common shares, withholding tax not subject to Puerto Rico | 10.00% | ||||
Subsequent Event | Preferred Shares | |||||
Subsequent Event [Line Items] | |||||
Dividend on Preferred Shares | $ 190,000 | ||||
Dividend payable date | Oct. 6, 2021 | ||||
Subsequent Event | Great Northern Plazas, Maple Grove Crossing, Peach Street Marketplace, Seabrook Commons and Wrangleboro Consumer Square | |||||
Subsequent Event [Line Items] | |||||
Gross sales price | $ 264,000 | ||||
Net proceeds from sale of real estate | 242,400 | ||||
Escrow deposit | $ 4,400 | ||||
Threshold period of leasing activity completion for escrow deposit release | 180 days |